9.Commitments and Contingencies
Professional and General Liability
The Company is subject to medical malpractice and other lawsuits due to the nature of the services the Company provides. A portion of the Company’s professional liability risks are insured through a wholly-owned insurance subsidiary providing coverage for up to $10.0 million per claim, $15.0 million for certain other claims and $25.0 million for certain batched claims through August 31, 2025 and $15.0 million per claim and $25.0 million for certain batched claims thereafter. The Company has obtained reinsurance coverage from a third-party to cover claims in excess of those limits. The reinsurance policy has a coverage limit of $80.0 million or $75.0 million in the aggregate for certain other claims through August 31, 2025 and $75.0 million in the aggregate for claims thereafter. The Company’s reinsurance receivables are recognized consistent with the related liabilities and include known claims and any incurred but not reported claims that are covered by current insurance policies in place.
Legal Proceedings
The Company is, from time to time, subject to various claims, lawsuits, governmental investigations and regulatory actions, including claims for damages for personal injuries, medical malpractice, overpayments, breach of contract, securities law violations, and tort and employment related claims. In these actions, plaintiffs request a variety of damages, including, in some instances, punitive and other types of damages that may not be covered by insurance. In addition, healthcare companies are subject to numerous investigations by various governmental agencies. Certain of the Company’s individual facilities have received, and from time to time, other facilities may receive, subpoenas, civil investigative demands, audit requests and other inquiries from, and may be subject to investigation by, federal and state agencies. These investigations can result in repayment obligations, and violations of the federal False Claims Act can result in substantial monetary penalties and fines, the imposition of a corporate integrity agreement and exclusion from participation in governmental health programs. In addition, the False Claims Act permits private parties to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions.
Desert Hills
From October 2018 to August 2020, the Company, its subsidiary Youth and Family Centered Services of New Mexico, Inc. (“Desert Hills”), and FamilyWorks, a not-for-profit treatment foster care program to which Desert Hills provided management services, including day-to-day administration of the program, via a management services agreement, were among a number of defendants named in five lawsuits (collectively, the “Desert Hills Litigation”) filed in New Mexico State District Court (the “District Court”). These lawsuits each related to abuse by a foster parent, Clarence Garcia, that occurred in foster homes where FamilyWorks had placed children. In 2021, the Company finalized out-of-court settlements for two of the five cases for amounts covered under the Company’s professional liability insurance: Dorsey, as Guardian ad Litem of M.R. v. Clarence Garcia, et al. (the “M.R. case”), and Higgins, as Guardian ad Litem of J.H. v. Clarence Garcia, et al (the “J.H. case”). While the plaintiffs in those two cases had claims pending against FamilyWorks, and FamilyWorks had raised claims or potential claims against the Company, the parties in each of those cases finalized settlements that resolved all claims between FamilyWorks and the Company. The District Court approved the settlement in the J.H. case on June 10, 2024 and the settlement in the M.R. case on August 12, 2024.
On July 7, 2023, in connection with one of the lawsuits in the Desert Hills Litigation styled Inman v. Garcia, et al., Case No. D-117-CV-2019-00136 (the “Inman Litigation”), a jury awarded the plaintiff compensatory damages of $80.0 million and punitive damages of $405.0 million. This award far exceeded the Company’s reasonable expectation based on the previously resolved complaints and far exceeded any precedent for comparable cases.
On October 30, 2023, the Company and Desert Hills entered into settlement agreements in connection with the Inman Litigation, as well as two other related cases – Rael v. Garcia, et al., Case No. D-117-CV-2019-00135 and Endicott-Quinones v. Garcia, et al., Case No. D-117-CV-2019-00137 (together with the Inman Litigation, the “Cases”).
The settlement agreements for the Cases were approved by the District Court in December 2023 and fully resolve each of the Cases with no admission of liability or wrongdoing by either the Company or Desert Hills. On January 19, 2024, pursuant to the terms of the settlement agreements, the Company paid an aggregate amount of $400.0 million in exchange for the release and discharge of all claims arising from, relating to, concerning or with respect to all harm, injuries or damages asserted in the Cases or that may be asserted in the future by the plaintiffs in the Cases.
On January 30, 2024, a sixth lawsuit styled CNRAG, Inc. as Legal Guardian of A.C. v. Garcia et al., No. D-117-CV-2024-00045 was filed in the District Court alleging similar claims as the previous five lawsuits in the Desert Hills Litigation. The ward in this sixth lawsuit was referenced in prior criminal charges against Garcia in January 2019; however, prior to this lawsuit, neither the ward nor guardian made contact with the Company about a possible claim. The Company determined that a lawsuit from this plaintiff was unlikely because no claims had ever been asserted and the statute of limitations had expired. Plaintiff’s allegations assert certain claims, which, if true, may toll the statute of limitations. At this time, the Company is not able to reasonably estimate the amount or
range of the ultimate liability, if any, in connection with this sixth lawsuit. No additional victims are referenced in the prior criminal charges against Garcia.
Securities Litigation
On April 1, 2019, a consolidated complaint was filed against the Company and certain former and current officers in the lawsuit styled St. Clair County Employees’ Retirement System v. Acadia Healthcare Company, Inc., et al., Case No. 3:19-cv-00988, which is pending in the United States District Court for the Middle District of Tennessee. The complaint is brought on behalf of a class consisting of all persons (other than defendants) who purchased securities of the Company between April 30, 2014 and November 15, 2018, and alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. On September 30, 2022, the court entered an order certifying a class consisting of all persons who purchased or otherwise acquired the common stock of the Company between April 30, 2014 and November 15, 2018. On October 16, 2025, the court denied defendants’ motion for summary judgment, which decision defendants have asked the court to certify for interlocutory appeal and to stay case proceedings while the appeal is pending. The case is set for trial on November 18, 2025, if a stay is not granted. Plaintiffs are seeking damages ranging from $5.48 to $16.84 per share for shares that are part of the class.
On July 10, 2025, a consolidated class action complaint was filed against the Company and certain former and current officers in the consolidated lawsuit styled Kachrodia v. Acadia Healthcare Company, Inc., et al., Case No. 3:24-cv-01238, which is pending in the United States District Court for the Middle District of Tennessee. The complaint is brought on behalf of a putative class consisting of all persons (other than defendants) who purchased or otherwise acquired publicly traded securities of the Company between February 8, 2020 and February 27, 2025. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Defendants filed a motion to dismiss the consolidated complaint on September 8, 2025. Plaintiffs’ responsive brief is due by November 7, 2025. Defendants’ reply is due by December 22, 2025.
At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with these cases.
Derivative Actions
On February 21, 2019, a purported stockholder filed a related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled Davydov v. Jacobs, et al., Case No. 3:19-cv-00167, which is pending in the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Section 10(b) and 14(a) of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment. On May 23, 2019, a purported stockholder filed a second related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled Beard v. Jacobs, et al., Case No. 3:19-cv-0441, which is pending the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Sections 10(b), 14(a), and 21D of the Exchange Act, breach of fiduciary duty, waste of corporate assets, unjust enrichment, and insider selling. On June 11, 2019, the Davydov and Beard actions were consolidated. On February 22, 2021, the court entered an order staying the case. On October 23, 2020, a purported stockholder filed a third related derivative action on behalf of the Company against former and current officers and directors in the lawsuit styled Pfenning v. Jacobs, et al., Case No. 2020-0915-NAC, which is pending in the Court of Chancery of the State of Delaware. The complaint alleges claims for breach of fiduciary duty. On February 17, 2021, the court entered an order staying the case. On February 24, 2021, a purported stockholder filed a fourth derivative action on behalf of the Company against former and current officers and directors in the lawsuit styled Solak v. Jacobs, et al., Case No. 2021-0163-NAC, which is pending in the Court of Chancery of the State of Delaware. The complaint alleges claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and insider selling. The denial of summary judgment in the securities litigation noted above means that the stays will be lifted in these derivative cases pursuant to the terms of the stay.
On February 14, 2025, a purported stockholder filed a related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled Kachrodia v. Osteen, et al., Case No. 3:25-cv-00172, which is pending in the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Section 10(b) and 21D of the Exchange Act, breach of fiduciary duty, insider selling, unjust enrichment, and waste of corporate assets.
At this time, the Company is not able to reasonably estimate the amount or range of the ultimate liability, if any, in connection with these derivative actions.
Government Investigations
In the fall of 2017, the Office of Inspector General of the U.S. Department of Health and Human Services (the “OIG”) issued subpoenas to three of the Company’s facilities requesting certain documents from January 2013 to the date of the subpoenas. The U.S. Attorney’s Office for the Middle District of Florida issued a civil investigative demand to one of the Company’s facilities in December 2017 requesting certain documents from November 2012 to the date of the demand. In April 2019, the OIG issued subpoenas relating to six additional facilities requesting certain documents and information from January 2013 to the date of the
quarterly period, a Consolidated Total Net Leverage Ratio of not more than 5.0 to 1.0 (which may be increased in connection with a material acquisition to 5.5 to 1.0 for a four quarter period up to three times during the term of the Credit Agreement) and a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of at least 3.0 to 1.0. The Credit Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, among other things, all outstanding loans under the Credit Agreement may be accelerated, lenders commitments terminated, and/or the lenders may exercise collateral remedies. At September 30, 2025, the Company was in compliance with all financial covenants.
During the nine months ended September 30, 2025, the Company borrowed $760.0 million on the Revolving Facility and repaid $550.0 million of the balance outstanding.
At September 30, 2025, the Company had $786.7 million of availability under the Revolving Facility and had standby letters of credit outstanding of $3.3 million related to security for the payment of claims required by its workers’ compensation insurance program.
Prior Credit Facility
On March 17, 2021, the Company entered into a credit agreement (as amended, the “Prior Credit Facility”), which provided for a $600.0 million senior secured revolving credit facility (the “Prior Revolving Facility”) and a senior secured term loan facility in an initial principal amount of $425.0 million, which amount was later increased by $350.0 million (as increased, the “Prior Term Loan Facility”), each of which was scheduled to mature on March 17, 2026. The Prior Revolving Facility further provided for a $20.0 million subfacility for the issuance of letters of credit.
During the nine months ended September 30, 2025, the Company borrowed $115.0 million on the Prior Revolving Facility and repaid $485.0 million of the balance outstanding. During the nine months ended September 30, 2024, the Company borrowed $210.0 million on the Prior Revolving Facility and repaid $15.0 million of the balance outstanding.
On February 28, 2025, the Company refinanced the Prior Credit Facility by using the proceeds of the Credit Facility to repay the outstanding balances of the Prior Term Loan Facility and the Prior Revolving Facility, which totaled $670.9 million and $485.0 million, respectively. In connection therewith, the Company recorded a loss on extinguishment of $1.3 million, which is included in debt extinguishment costs in the condensed consolidated statements of income.
Senior Notes
5.500% Senior Notes due 2028
On June 24, 2020, the Company issued $450.0 million of 5.500% Senior Notes due 2028 (the “5.500% Senior Notes”). The 5.500% Senior Notes mature on July 1, 2028 and bear interest at a rate of 5.500% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2021.
5.000% Senior Notes due 2029
On October 14, 2020, the Company issued $475.0 million of 5.000% Senior Notes due 2029 (the “5.000% Senior Notes”). The 5.000% Senior Notes mature on April 15, 2029 and bear interest at a rate of 5.000% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021.
7.375% Senior Notes due 2033
On March 10, 2025, the Company issued $550.0 million of 7.375% Senior Notes due 2033 (the “7.375% Senior Notes”). The 7.375% Senior Notes mature on March 15, 2033 and bear interest at a rate of 7.375% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2025. The net proceeds from the issuance and sale of the 7.375% Senior Notes, together with cash on hand, were used to pay down $550.0 million of outstanding borrowings under the Revolving Facility.
The indentures governing the 5.500% Senior Notes, the 5.000% Senior Notes and the 7.375% Senior Notes (together, the “Senior Notes”) contain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) engage in certain transactions with affiliates; (v) create restrictions on dividends or other payments by the restricted subsidiaries; (vi) merge, consolidate or sell substantially all of the Company’s assets; and (vii) create liens on assets.
The Senior Notes issued by the Company are guaranteed by each of the Company’s subsidiaries that guarantee the Company’s obligations under the Credit Agreement. The guarantees are full and unconditional and joint and several.
The Company may redeem the Senior Notes at its option, in whole or part, at the dates and amounts set forth in the applicable indentures.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations with our unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statements that address future results or occurrences. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “would,” “should,” “could” or the negative thereof. Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate,” “project,” “plan” and similar expressions identify forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are forward-looking statements.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, which could cause our actual results, performance or achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to:
•the impact of internal or governmental investigations, regulatory actions, whistleblower lawsuits and other legal proceedings;
•the impact of competition for staffing, labor shortages and higher turnover rates on our labor costs and profitability;
•the impact of inflationary pressure and interest rate volatility;
•compliance with laws and government regulations;
•our indebtedness, our ability to meet our debt obligations, and our ability to incur substantially more debt;
•the impact of payments received from the government and third-party payors on our revenue and results of operations;
•the impact of volatility in the global capital and credit markets, as well as significant developments in macroeconomic and
political conditions that are out of our control, including any effects that the ongoing U.S. government shutdown may have on financial markets and macroeconomic conditions;
•the impact of general economic and employment conditions on our business and future results of operations, including increased construction and other costs due to inflation, the imposition of tariffs or trade disputes;
•difficulties in successfully integrating the operations of acquired facilities or realizing the potential benefits and synergies of our acquisitions and joint ventures;
•our ability to recruit and retain quality psychiatrists and other physicians, nurses, counselors and other medical support personnel;
•the occurrence of patient incidents, which could result in negative media coverage, adversely affect the price of our
securities and result in incremental regulatory burdens and governmental investigations;
•the impact of class action and other claims brought against us or our facilities including claims for damages for personal injuries, medical malpractice, overpayments, breach of contract, securities law violations, tort and employee related claims;
•the outcome of pending litigation;
•the impact of carrying a large self-insured retention, the possibilities of being responsible for significant amounts not covered by insurance, premium increases and insurance not being available on acceptable terms because of our claims experience;
•the impact of the enactment, amendment or expiration of statutes and regulations affecting the healthcare industry, and potential reductions to Medicare and Medicaid payment rates and coverage, changes in reimbursement practices or funding levels, or modification of Medicaid supplemental payment programs;
•the impact of the restructuring, consolidation, and elimination of federal agencies that regulate the healthcare industry, which could result in changes to federal agency reviews and enforcement activities, priorities, and guidance, and has the potential to cause delays in obtaining necessary or desired reviews and approvals for our facilities;
•our acquisition, joint venture and wholly-owned de novo strategies, which expose us to a variety of operational and financial risks, as well as legal and regulatory risks;
•the impact of state efforts to regulate the construction or expansion of healthcare facilities on our ability to operate and expand our operations;
•our ability to implement our business strategies;
•the potential impact of activist stockholder actions or tactics;
•the impact of disruptions on our inpatient and outpatient volumes caused by pandemics, epidemics or outbreaks of infectious diseases;
•our dependence on key management personnel, key executives and local facility management personnel;
•our restrictive covenants, which may restrict our business and financing activities;
•the impact of adverse weather conditions and climate change, including the effects of hurricanes, wildfires and other natural
disasters, and any resulting outmigration;
•the risk of a cybersecurity incident and any resulting adverse impact on our operations or violation of laws and regulations regarding information privacy;
•the impact on our business if our information systems fail or our databases are destroyed or damaged;
•our ability to access capital on acceptable terms;
•our future cash flow and earnings;
•the impact of our highly competitive industry on patient volumes;
•our ability to cultivate and maintain relationships with referral sources;
•the impact of the trend for insurance companies and managed care organizations to enter into sole source contracts on our
ability to obtain patients;
•the impact of value-based purchasing programs on our revenue;
•our potential inability to extend leases at expiration;
•the impact of controls designed to reduce inpatient services on our revenue;
•the impact of different interpretations of accounting principles on our results of operations or financial condition;
•the impact of environmental, health and safety laws and regulations, especially in locations where we have concentrated operations;
•the impact of laws and regulations relating to privacy and security of patient health information and standards for electronic transactions;
•the impact of a change in the mix of our earnings, adverse changes in our effective tax rate and adverse developments in tax laws generally;
•changes in interpretations, assumptions and expectations regarding tax legislation and policy, including provisions that may be issued by federal and state taxing authorities;
•failure to maintain effective internal control over financial reporting;
•the impact of fluctuations in our operating results, quarter to quarter earnings and other factors on the price of our securities;
•the impact of various executive orders affecting the broader healthcare industry; and
•those risks and uncertainties described from time to time in our filings with the SEC.
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These risks and uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.
Overview
Our business strategy is to become the indispensable behavioral healthcare provider for the high-acuity and complex needs patient population. We are committed to providing the communities we serve with high-quality, cost-effective behavioral healthcare services, while growing our business, increasing profitability and creating long-term value for our stockholders. This strategy includes five growth pathways: expansions of existing facilities, joint venture partnerships, de novo facilities, acquisitions and expansion across our continuum of care. At September 30, 2025, we operated 278 behavioral healthcare facilities with approximately 12,500 beds in 40 states and Puerto Rico. During the nine months ended September 30, 2025, we added 908 beds, consisting of 274 beds added to existing facilities and 634 beds added through the opening of one wholly-owned facility and four joint venture facilities, and we opened 14 CTCs.
We are the leading publicly traded pure-play provider of behavioral healthcare services in the U.S. Management believes that we are positioned as a leading platform in a highly fragmented industry under the direction of an experienced management team that has significant industry expertise. Management expects to take advantage of several strategies that are more accessible as a result of our increased size and geographic scale, including continuing a national marketing strategy to attract new patients and referral sources, increasing our volume of out-of-state referrals, providing a broader range of services to new and existing patients and clients and selectively pursuing opportunities to expand our facility and bed count through acquisitions, wholly-owned de novo facilities, joint ventures and bed additions in existing facilities.
Recent Legislative Developments
The One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, includes various healthcare policy changes, including changes to the Medicaid program. Among other changes, OBBBA includes work or community engagement requirements for adults under the age of 65 in the Medicaid expansion population. We do not expect a material impact on our operations as these requirements begin to be phased in during 2026, primarily due to exemptions for the populations we serve, including individuals with chronic substance use disorders and those with serious and complex medical conditions.
OBBBA also makes significant changes to Medicaid financing mechanisms beginning in 2028, including restrictions on provider tax arrangements that are intended to reduce the federal matching funds received by state Medicaid programs. The law prohibits states from establishing new provider taxes or increasing rates of existing provider taxes while also limiting the structure of such taxes. The law also directs the U.S. Department of Health and Human Services to revise regulations governing state directed payment programs, which many states have implemented to direct certain Medicaid managed care expenditures, to cap total payments rates for specified services including hospital services.
Results of Operations
The following table illustrates our consolidated results of operations for the respective periods shown (dollars in thousands):
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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|
2025 |
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|
2024 |
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|
Amount |
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|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
Revenue |
|
$ |
851,573 |
|
|
|
100.0 |
% |
|
$ |
815,634 |
|
|
|
100.0 |
% |
|
$ |
2,491,310 |
|
|
|
100.0 |
% |
|
$ |
2,379,725 |
|
|
|
100.0 |
% |
Salaries, wages and benefits |
|
|
462,169 |
|
|
|
54.3 |
% |
|
|
428,147 |
|
|
|
52.5 |
% |
|
|
1,359,857 |
|
|
|
54.6 |
% |
|
|
1,265,427 |
|
|
|
53.2 |
% |
Professional fees |
|
|
51,478 |
|
|
|
6.0 |
% |
|
|
48,498 |
|
|
|
5.9 |
% |
|
|
147,146 |
|
|
|
5.9 |
% |
|
|
142,236 |
|
|
|
6.0 |
% |
Supplies |
|
|
30,412 |
|
|
|
3.6 |
% |
|
|
29,623 |
|
|
|
3.6 |
% |
|
|
87,286 |
|
|
|
3.5 |
% |
|
|
84,153 |
|
|
|
3.5 |
% |
Rents and leases |
|
|
11,736 |
|
|
|
1.4 |
% |
|
|
12,389 |
|
|
|
1.5 |
% |
|
|
36,002 |
|
|
|
1.4 |
% |
|
|
36,141 |
|
|
|
1.5 |
% |
Other operating expenses |
|
|
128,787 |
|
|
|
15.1 |
% |
|
|
112,137 |
|
|
|
13.8 |
% |
|
|
377,203 |
|
|
|
15.1 |
% |
|
|
322,900 |
|
|
|
13.6 |
% |
Depreciation and amortization |
|
|
47,468 |
|
|
|
5.6 |
% |
|
|
37,641 |
|
|
|
4.6 |
% |
|
|
143,495 |
|
|
|
5.8 |
% |
|
|
110,054 |
|
|
|
4.6 |
% |
Interest expense, net |
|
|
36,619 |
|
|
|
4.3 |
% |
|
|
29,924 |
|
|
|
3.7 |
% |
|
|
100,939 |
|
|
|
4.1 |
% |
|
|
86,297 |
|
|
|
3.6 |
% |
Debt extinguishment costs |
|
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
|
|
0.0 |
% |
|
|
1,269 |
|
|
|
0.1 |
% |
|
|
— |
|
|
|
0.0 |
% |
Legal settlements expense |
|
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
|
|
0.0 |
% |
|
|
3,504 |
|
|
|
0.1 |
% |
|
|
— |
|
|
|
0.0 |
% |
Loss on impairment |
|
|
— |
|
|
|
0.0 |
% |
|
|
10,459 |
|
|
|
1.3 |
% |
|
|
1,452 |
|
|
|
0.1 |
% |
|
|
11,459 |
|
|
|
0.5 |
% |
Gain on sale of property |
|
|
— |
|
|
|
0.0 |
% |
|
|
— |
|
|
|
0.0 |
% |
|
|
(8,715 |
) |
|
|
-0.3 |
% |
|
|
— |
|
|
|
0.0 |
% |
Transaction, legal and other costs |
|
|
42,919 |
|
|
|
5.0 |
% |
|
|
8,249 |
|
|
|
1.0 |
% |
|
|
138,416 |
|
|
|
5.6 |
% |
|
|
17,187 |
|
|
|
0.7 |
% |
Total expenses |
|
|
811,588 |
|
|
|
95.3 |
% |
|
|
717,067 |
|
|
|
87.9 |
% |
|
|
2,387,854 |
|
|
|
96.0 |
% |
|
|
2,075,854 |
|
|
|
87.2 |
% |
Income before income taxes |
|
|
39,985 |
|
|
|
4.7 |
% |
|
|
98,567 |
|
|
|
12.1 |
% |
|
|
103,456 |
|
|
|
4.0 |
% |
|
|
303,871 |
|
|
|
12.8 |
% |
Provision for income taxes |
|
|
1,668 |
|
|
|
0.2 |
% |
|
|
27,199 |
|
|
|
3.3 |
% |
|
|
18,139 |
|
|
|
0.7 |
% |
|
|
72,916 |
|
|
|
3.1 |
% |
Net income |
|
|
38,317 |
|
|
|
4.5 |
% |
|
|
71,368 |
|
|
|
8.8 |
% |
|
|
85,317 |
|
|
|
3.3 |
% |
|
|
230,955 |
|
|
|
9.7 |
% |
Net income attributable to noncontrolling interests |
|
|
(2,071 |
) |
|
|
-0.2 |
% |
|
|
(3,236 |
) |
|
|
-0.4 |
% |
|
|
(10,570 |
) |
|
|
-0.4 |
% |
|
|
(7,958 |
) |
|
|
-0.3 |
% |
Net income attributable to Acadia Healthcare Company, Inc. |
|
$ |
36,246 |
|
|
|
4.3 |
% |
|
$ |
68,132 |
|
|
|
8.4 |
% |
|
$ |
74,747 |
|
|
|
2.9 |
% |
|
$ |
222,997 |
|
|
|
9.4 |
% |
We believe that we are well positioned to help meet the growing demand for behavioral healthcare services and recorded revenue growth of 4.7% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Consistent with many other healthcare providers and other industries across the country, we continue to navigate a tight labor market. While we experienced higher wage inflation compared to historical averages in recent years, we continue to see stability in our labor costs, and our proactive focus helps us manage through this environment. We remain focused on ensuring that we have the level of staff to meet the demand in our markets across 40 states and Puerto Rico.
The following table sets forth percent changes in same facility operating data for the three and nine months ended September 30, 2025 compared to the same periods in 2024:
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
Same Facility Results (a) |
|
|
|
|
Revenue growth |
|
3.7% |
|
5.1% |
Patient days growth |
|
1.3% |
|
1.8% |
Admissions growth |
|
3.3% |
|
2.3% |
Average length of stay change (b) |
|
-1.9% |
|
-0.5% |
Revenue per patient day growth |
|
2.3% |
|
3.3% |
(a)Results for the periods presented include facilities we have operated more than one year and exclude certain closed services.
(b)Average length of stay is defined as patient days divided by admissions.
Same facility results include operating results only for facilities and services operated in both the current and prior year. These metrics exclude the operating results associated with facilities under operation for less than one year and facilities acquired during the current or prior year, as well as facilities divested or removed from service, and also exclude general and administrative costs related to our corporate functions. Such costs related to our corporate functions include, amongst others, costs for accounting and finance, information systems, human resources, legal and operational and executive leadership. General and administrative costs directly related to the facilities are included in same facility results. Such costs directly related to our facilities include, amongst others, labor at the facility level, insurance, including property, professional, legal and general liability insurance, hospital supplies, including medication, utilities and food service, and general maintenance costs for the facility. We determine which general and administrative costs to exclude and include in same facility results by ensuring those costs directly associated with facility operations are captured at the facility level for reporting.
We believe that providing results on a same facility basis is helpful to our investors as a measure of our financial and operating performance because it neutralizes the impact of corporate-level items that do not arise out of our core operations at our facilities and because it neutralizes the impact of new facilities that are in early stages of operation and facilities that we no longer operate, each of which may distort investors’ understanding of our underlying performance at our existing and continuing facilities. Further, we believe that providing same facility information is helpful to our investors as a measure of the financial and operating performance of our existing and continuing facilities on a comparable basis, and same facility results metrics provide investors with information useful in understanding underlying organic growth in such facilities. For these reasons, we believe that same facility results are particularly useful during periods of significant expansion or contraction.
Same facility results reflect adjustments that are intended to provide the specific presentation described above and that may be irregular in timing from period to period related to newly opened or acquired facilities or facilities that we no longer operate, and may omit certain results that investors may view as important. Same facility results may therefore not be indicative of the overall performance of our business, and should not be considered as an alternative for net income or any other performance measures derived in accordance with GAAP.
Three months ended September 30, 2025 compared to the three months ended September 30, 2024
Revenue. Revenue increased $35.9 million, or 4.4%, to $851.6 million for the three months ended September 30, 2025 from $815.6 million for the three months ended September 30, 2024. Same facility revenue increased $29.5 million, or 3.7%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, resulting from same facility growth in revenue per day of 2.3%, same facility growth in patient days of 1.3% and same facility growth in admissions of 3.3%. Consistent with same facility revenue growth in 2024, the growth in same facility patient days for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 resulted from the addition of beds to our existing facilities and ongoing demand for our services.
Salaries, wages and benefits. Salaries, wages and benefits (“SWB”) expense was $462.2 million for the three months ended September 30, 2025 compared to $428.1 million for the three months ended September 30, 2024, an increase of $34.1 million. SWB expense included $6.0 million and $9.5 million of equity-based compensation expense for the three months ended September 30, 2025 and 2024, respectively. Excluding equity-based compensation expense, SWB expense was $456.2 million, or 53.6% of revenue, for the three months ended September 30, 2025, compared to $418.6 million, or 51.3% of revenue, for the three months ended September 30, 2024. Same facility SWB expense was $404.0 million for the three months ended September 30, 2025, or 48.8% of revenue, compared to $380.0 million for the three months ended September 30, 2024, or 47.6% of revenue.
Professional fees. Professional fees were $51.5 million for the three months ended September 30, 2025, or 6.0% of revenue, compared to $48.5 million for the three months ended September 30, 2024, or 5.9% of revenue. Same facility professional fees were $43.1 million for the three months ended September 30, 2025, or 5.2% of revenue, compared to $42.2 million for the three months ended September 30, 2024, or 5.3% of revenue.
Supplies. Supplies expense was $30.4 million for the three months ended September 30, 2025, or 3.6% of revenue, compared to $29.6 million for the three months ended September 30, 2024, or 3.6% of revenue. Same facility supplies expense was $29.2 million for the three months ended September 30, 2025, or 3.5% of revenue, compared to $28.8 million for the three months ended September 30, 2024, or 3.6% of revenue.
Rents and leases. Rents and leases were $11.7 million for the three months ended September 30, 2025, or 1.4% of revenue, compared to $12.4 million for the three months ended September 30, 2024, or 1.5% of revenue. Same facility rents and leases were $10.5 million for the three months ended September 30, 2025, or 1.3% of revenue, compared to $11.1 million for the three months ended September 30, 2024, or 1.4% of revenue.
Other operating expenses. Other operating expenses consisted primarily of purchased services, utilities, insurance, provider taxes, travel and repairs and maintenance expenses. Other operating expenses were $128.8 million for the three months ended September 30, 2025, or 15.1% of revenue, compared to $112.1 million for the three months ended September 30, 2024, or 13.8% of revenue. Same facility other operating expenses were $116.2 million for the three months ended September 30, 2025, or 14.0% of revenue, compared to $105.2 million for the three months ended September 30, 2024, or 13.2% of revenue.
Depreciation and amortization. Depreciation and amortization expense was $47.5 million for the three months ended September 30, 2025, or 5.6% of revenue, compared to $37.6 million for the three months ended September 30, 2024, or 4.6% of revenue.
Interest expense. Interest expense was $36.6 million for the three months ended September 30, 2025 compared to $29.9 million for the three months ended September 30, 2024. The increase in interest expense was primarily the result of interest on the 7.375% Senior Notes issued during the first quarter of 2025.
Loss on impairment. During the third quarter of 2024, we recorded non-cash property impairment charges totaling $10.5 million related to certain closed facilities. The non-cash impairment charges included indefinite-lived intangible asset impairment of $0.3 million, property impairment of $8.8 million and operating lease right-of-use asset impairment of $1.4 million.
Transaction, legal and other costs. Transaction, legal and other costs were $42.9 million for the three months ended September 30, 2025, compared to $8.2 million for the three months ended September 30, 2024. Transaction, legal and other costs represent legal, accounting, government investigation, termination, restructuring, management transition, acquisition and other similar costs incurred in the respective period, as summarized below (in thousands).
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
2025 |
|
|
2024 |
|
Government investigations |
$ |
38,737 |
|
|
$ |
3,102 |
|
Termination and restructuring costs |
|
3,206 |
|
|
|
718 |
|
Legal, accounting and other acquisition-related costs |
|
976 |
|
|
|
2,939 |
|
Management transition costs |
|
— |
|
|
|
1,490 |
|
Total |
$ |
42,919 |
|
|
$ |
8,249 |
|
Government investigations include legal fees and settlement costs related to certain litigation, including the matters referenced in Note 9 — Commitments and Contingencies in the accompanying notes to our condensed consolidated financial statements. Termination and restructuring costs include costs, net of gains, incurred related to workforce reductions, contract amendments, and the closure and disposition of certain facilities, including related lease terminations. Legal, accounting and other acquisition-related costs include costs incurred for the development of new facilities ($0.5 million and $1.9 million for the three months ended September 30, 2025 and 2024, respectively); legal and settlement costs incurred related to certain litigation not included in government investigations ($0.4 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively); and direct costs associated with acquisitions ($0.1 million and $1.0 million for the three months ended September 30, 2025 and 2024, respectively). Management transition costs include certain costs associated with the transition of the leadership team, including the design and implementation of the revised organizational structure. Management transition costs incurred with the transition of our Chief Executive Officer beginning in the first quarter of 2022 concluded in the fourth quarter of 2024.
Provision for income taxes. For the three months ended September 30, 2025, the provision for income taxes was $1.7 million, reflecting an effective tax rate of 4.2%, compared to $27.2 million, reflecting an effective tax rate of 27.6%, for the three months ended September 30, 2024. The decrease in the effective tax rate for the three months ended September 30, 2025 was
primarily attributable to the Company’s lower pre-tax results for the three months ended September 30, 2025, which yields higher volatility in the items impacting the effective tax rate when compared to prior periods and the release of uncertain tax positions in the current year.
As we continue to monitor the implications of potential tax legislation in each of our jurisdictions, we may adjust our estimates and record additional amounts for tax assets and liabilities. Any adjustments to our tax assets and liabilities could materially impact our provision for income taxes and our effective tax rate in the periods in which they are made.
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Revenue. Revenue increased $111.6 million, or 4.7%, to $2,491.3 million for the nine months ended September 30, 2025 from $2,379.7 million for the nine months ended September 30, 2024. The nine months ended September 30, 2025, included $65.6 million of revenue for one state government program based on timing of program approval. Same facility revenue increased $118.3 million, or 5.1%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, resulting from same facility growth in revenue per day of 3.3%, same facility growth in patient days of 1.8%, and same facility growth in admissions of 2.3%. Consistent with same facility revenue growth in 2024, the growth in same facility patient days for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 resulted from the addition of beds to our existing facilities and ongoing demand for our services.
Salaries, wages and benefits. SWB expense was $1,359.9 million for the nine months ended September 30, 2025 compared to $1,265.4 million for the nine months ended September 30, 2024, an increase of $94.4 million. SWB expense included $25.3 million and $27.0 million of equity-based compensation expense for the nine months ended September 30, 2025 and 2024. Excluding equity-based compensation expense, SWB expense was $1,334.6 million, or 53.6% of revenue, for the nine months ended September 30, 2025, compared to $1,238.4 million, or 52.0% of revenue, for the nine months ended September 30, 2024. Same facility SWB expense was $1,186.8 million for the nine months ended September 30, 2025, or 48.7% of revenue, compared to $1,118.9 million for the nine months ended September 30, 2024, or 48.2% of revenue.
Professional fees. Professional fees were $147.1 million for the nine months ended September 30, 2025, or 5.9% of revenue, compared to $142.2 million for the nine months ended September 30, 2024, or 6.0% of revenue. Same facility professional fees were $124.4 million for the nine months ended September 30, 2025, or 5.1% of revenue, compared to $122.0 million for the nine months ended September 30, 2024, or 5.3% of revenue.
Supplies. Supplies expense was $87.3 million for the nine months ended September 30, 2025, or 3.5% of revenue, compared to $84.2 million for the nine months ended September 30, 2024, or 3.5% of revenue. Same facility supplies expense was $84.2 million for the nine months ended September 30, 2025, or 3.5% of revenue, compared to $81.4 million for the nine months ended September 30, 2024, or 3.5% of revenue.
Rents and leases. Rents and leases were $36.0 million for the nine months ended September 30, 2025, or 1.4% of revenue, compared to $36.1 million for the nine months ended September 30, 2024, or 1.5% of revenue. Same facility rents and leases were $31.8 million for the nine months ended September 30, 2025, or 1.3% of revenue, compared to $32.1 million for the nine months ended September 30, 2024, or 1.4% of revenue.
Other operating expenses. Other operating expenses consisted primarily of purchased services, utilities, insurance, provider taxes, travel and repairs and maintenance expenses. Other operating expenses were $377.2 million for the nine months ended September 30, 2025, or 15.1% of revenue, compared to $322.9 million for the nine months ended September 30, 2024, or 13.6% of revenue. Same facility other operating expenses were $339.2 million for the nine months ended September 30, 2025, or 13.9% of revenue, compared to $300.5 million for the nine months ended September 30, 2024, or 12.9% of revenue.
Depreciation and amortization. Depreciation and amortization expense was $143.5 million for the nine months ended September 30, 2025, or 5.8% of revenue, compared to $110.1 million for the nine months ended September 30, 2024, or 4.6% of revenue.
Interest expense. Interest expense was $100.9 million for the nine months ended September 30, 2025 compared to $86.3 million for the nine months ended September 30, 2024. The increase in interest expense was primarily the result of interest on the 7.375% Senior Notes issued during the first quarter of 2025.
Debt extinguishment costs. Debt extinguishment costs were $1.3 million for the nine months ended September 30, 2025 related to the refinancing of the Prior Credit Facility.
Legal settlements expense. Legal settlements expense was $3.5 million for the nine months ended September 30, 2025 related to costs associated with the Desert Hills Litigation.
Loss on impairment. During the nine months ended September 30, 2025, we recorded non-cash property impairment charges of $1.5 million related to certain closed facilities. During the nine months ended September 30, 2024, we recorded non-cash property
impairment charges of $11.5 million related to certain closed facilities. The non-cash impairment charges included indefinite-lived intangible asset impairment of $0.3 million, property impairment of $9.8 million and operating lease right-of-use asset impairment of $1.4 million.
Gain on sale of property. During the nine months ended September 30, 2025, we recorded an $8.7 million gain on facility property sales.
Transaction, legal and other costs. Transaction, legal and other costs were $138.4 million for the nine months ended September 30, 2025, compared to $17.2 million for the nine months ended September 30, 2024. Transaction, legal and other costs represent legal, accounting, government investigation, termination, restructuring, management transition, acquisition and other similar costs incurred in the respective period, as summarized below (in thousands).
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2025 |
|
|
2024 |
|
Government investigations |
$ |
123,274 |
|
|
$ |
5,635 |
|
Termination and restructuring costs |
|
15,446 |
|
|
|
(1,263 |
) |
Legal, accounting and other acquisition-related costs |
|
(304 |
) |
|
|
9,730 |
|
Management transition costs |
|
— |
|
|
|
3,085 |
|
Total |
$ |
138,416 |
|
|
$ |
17,187 |
|
Government investigations include legal fees and settlement costs related to certain litigation, including the matters referenced in Note 9 — Commitments and Contingencies in the accompanying notes to our condensed consolidated financial statements. Termination and restructuring costs include costs, net of gains, incurred related to workforce reductions, contract amendments, and the closure and disposition of certain facilities, including related lease terminations. Legal, accounting and other acquisition-related costs include costs incurred for the development of new facilities ($1.9 million and $3.9 million for the nine months ended September 30, 2025 and 2024, respectively); legal and settlement costs incurred related to certain litigation not included in government investigations ($(2.3) million and $4.5 million for the nine months ended September 30, 2025 and 2024, respectively); and direct costs associated with acquisitions ($0.1 million and $1.4 million for the nine months ended September 30, 2025 and 2024, respectively). Management transition costs include certain costs associated with the transition of the leadership team, including the design and implementation of the revised organizational structure. Management transition costs incurred with the transition of our Chief Executive Officer beginning in the first quarter of 2022 concluded in the fourth quarter of 2024.
Provision for income taxes. For the nine months ended September 30, 2025, the provision for income taxes was $18.1 million, reflecting an effective tax rate of 17.5%, compared to $72.9 million, reflecting an effective tax rate of 24.0%, for the nine months ended September 30, 2024. The decrease in the effective tax rate for the nine months ended September 30, 2025 was primarily attributable to the Company’s lower pre-tax results for the nine months ended September 30, 2025, which yields higher volatility in the items impacting the effective tax rate when compared to prior periods and the release of uncertain tax positions in the current year.
As we continue to monitor the implications of potential tax legislation in each of our jurisdictions, we may adjust our estimates and record additional amounts for tax assets and liabilities. Any adjustments to our tax assets and liabilities could materially impact our provision for income taxes and our effective tax rate in the periods in which they are made.
Revenue
Our revenue is primarily derived from services rendered to patients for inpatient psychiatric and substance abuse care, outpatient psychiatric care and adolescent residential treatment. We receive payments from the following sources for services rendered in our facilities: (i) state governments under their respective Medicaid and other programs; (ii) commercial insurers; (iii) the federal government under the Medicare program administered by CMS and other programs; and (iv) individual patients and clients. We determine the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies and historical experience. Implicit price concessions are based on historical collection experience.
The following table presents revenue by payor type and as a percentage of revenue for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
Commercial |
|
$ |
211,879 |
|
|
|
24.9 |
% |
|
$ |
216,050 |
|
|
|
26.5 |
% |
|
$ |
613,634 |
|
|
|
24.6 |
% |
|
$ |
621,702 |
|
|
|
26.1 |
% |
Medicare |
|
|
125,542 |
|
|
|
14.7 |
% |
|
|
118,022 |
|
|
|
14.5 |
% |
|
|
359,801 |
|
|
|
14.4 |
% |
|
|
339,117 |
|
|
|
14.3 |
% |
Medicaid |
|
|
484,171 |
|
|
|
56.9 |
% |
|
|
454,319 |
|
|
|
55.7 |
% |
|
|
1,431,374 |
|
|
|
57.5 |
% |
|
|
1,343,081 |
|
|
|
56.4 |
% |
Self-Pay |
|
|
17,809 |
|
|
|
2.1 |
% |
|
|
14,824 |
|
|
|
1.8 |
% |
|
|
48,672 |
|
|
|
2.0 |
% |
|
|
44,764 |
|
|
|
1.9 |
% |
Other |
|
|
12,172 |
|
|
|
1.4 |
% |
|
|
12,419 |
|
|
|
1.5 |
% |
|
|
37,829 |
|
|
|
1.5 |
% |
|
|
31,061 |
|
|
|
1.3 |
% |
Revenue |
|
$ |
851,573 |
|
|
|
100.0 |
% |
|
$ |
815,634 |
|
|
|
100.0 |
% |
|
$ |
2,491,310 |
|
|
|
100.0 |
% |
|
$ |
2,379,725 |
|
|
|
100.0 |
% |
The following tables present a summary of our aging of accounts receivable at September 30, 2025 and December 31, 2024:
September 30, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
30-90 |
|
|
90-150 |
|
|
>150 |
|
|
Total |
|
Commercial |
|
|
17.0 |
% |
|
|
4.7 |
% |
|
|
3.0 |
% |
|
|
7.0 |
% |
|
|
31.7 |
% |
Medicare |
|
|
9.1 |
% |
|
|
2.3 |
% |
|
|
0.7 |
% |
|
|
1.5 |
% |
|
|
13.6 |
% |
Medicaid |
|
|
33.1 |
% |
|
|
5.8 |
% |
|
|
3.2 |
% |
|
|
5.8 |
% |
|
|
47.9 |
% |
Self-Pay |
|
|
1.3 |
% |
|
|
1.6 |
% |
|
|
1.3 |
% |
|
|
2.6 |
% |
|
|
6.8 |
% |
Other |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
Total |
|
|
60.5 |
% |
|
|
14.4 |
% |
|
|
8.2 |
% |
|
|
16.9 |
% |
|
|
100.0 |
% |
December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
30-90 |
|
|
90-150 |
|
|
>150 |
|
|
Total |
|
Commercial |
|
|
17.0 |
% |
|
|
4.7 |
% |
|
|
2.5 |
% |
|
|
8.2 |
% |
|
|
32.4 |
% |
Medicare |
|
|
9.0 |
% |
|
|
1.6 |
% |
|
|
0.6 |
% |
|
|
1.2 |
% |
|
|
12.4 |
% |
Medicaid |
|
|
33.9 |
% |
|
|
5.6 |
% |
|
|
2.9 |
% |
|
|
5.2 |
% |
|
|
47.6 |
% |
Self-Pay |
|
|
1.5 |
% |
|
|
1.7 |
% |
|
|
1.5 |
% |
|
|
2.9 |
% |
|
|
7.6 |
% |
Other |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
Total |
|
|
61.4 |
% |
|
|
13.6 |
% |
|
|
7.5 |
% |
|
|
17.5 |
% |
|
|
100.0 |
% |
Liquidity and Capital Resources
Cash provided by operating activities for the nine months ended September 30, 2025 was $218.2 million compared to $13.0 million for the nine months ended September 30, 2024. Days sales outstanding were 47 days for September 30, 2025 compared to 43 days at December 31, 2024.
Cash used in investing activities for the nine months ended September 30, 2025 was $463.8 million compared to $533.1 million for the nine months ended September 30, 2024. Cash used in investing activities for the nine months ended September 30, 2025 primarily consisted of $478.6 million of cash paid for capital expenditures, $8.2 million of cash paid for acquisitions and $0.1 million of other, offset by $23.2 million of proceeds from sale of property and equipment. Cash paid for capital expenditures for the nine months ended September 30, 2025 was $478.6 million, consisting of routine or maintenance capital expenditures of $76.1 million and expansion capital expenditures of $402.5 million. We define expansion capital expenditures as those that increase the capacity of our facilities or otherwise enhance revenue. Routine or maintenance capital expenditures, including information technology capital expenditures, were approximately 3% of revenue for the nine months ended September 30, 2025. Cash used in investing activities for the nine months ended September 30, 2024 primarily consisted of $486.9 million of cash paid for capital expenditures, $53.6 million of cash paid for acquisitions and $2.9 million of other, offset by $10.2 million of proceeds from sales of property and equipment. Cash paid for capital expenditures for the nine months ended September 30, 2024 was $486.9 million, consisting of routine or maintenance capital expenditures of $71.3 million and expansion capital expenditures of $415.6 million.
Cash provided by financing activities for the nine months ended September 30, 2025 was $288.0 million compared to $502.2 million for the nine months ended September 30, 2024. Cash provided by financing activities for the nine months ended September 30, 2025 consisted of borrowings on long-term debt of $1,200.0 million, borrowings on revolving credit facility of $875.0 million and contributions from noncontrolling partners in joint ventures of $5.0 million, offset by principal payments on revolving credit facility of $1,035.0 million, repayment of long-term debt of $670.9 million, repurchase of common stock of $50.0 million, payment of debt issuance costs of $18.6 million, principal payments on long-term debt of $8.1 million, repurchase of shares for
payroll tax withholding, net of proceeds from stock option exercises, of $4.0 million, distributions to noncontrolling partners in joint ventures of $3.9 million, cash paid for contingent consideration of $1.5 million and $0.1 million of other. Cash provided by financing activities for the nine months ended September 30, 2024 consisted of borrowings on long-term debt of $350.0 million, borrowings on revolving credit facility of $210.0 million and contributions from noncontrolling partners in joint ventures of $3.5 million, offset by principal payments on long-term debt of $41.0 million, principal payments on revolving credit facility of $15.0 million, distributions to noncontrolling partners in joint ventures of $3.0 million, payment of debt issuance costs of $1.5 million and repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises, of $0.8 million.
We had total available cash and cash equivalents of $118.7 million and $76.3 million at September 30, 2025 and December 31, 2024, respectively, of which approximately $10.7 million and $7.7 million was held by our foreign subsidiaries, respectively. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S.
Desert Hills Litigation
As described in more detail in Note 9 – Commitments and Contingencies in the accompanying notes to our condensed consolidated financial statements, on October 30, 2023, we entered into settlement agreements in connection with the Cases. The settlement agreements for the Cases were approved by the District Court in December 2023 and fully resolved each of the Cases with no admission of liability or wrongdoing by us or Desert Hills. On January 19, 2024, pursuant to the terms of the settlement agreements, we paid an aggregate amount of $400.0 million in exchange for the release and discharge of all claims arising from, relating to, concerning or with respect to all harm, injuries or damages asserted in the Cases or that may be asserted in the future by the plaintiffs in the Cases.
Credit Facility
On the Credit Facility Closing Date, we entered into the Credit Agreement, which provides for the $1.0 billion Revolving Facility (including a $50.0 million sublimit for the issuance of letters of credit and a $50.0 million swingline subfacility) and the $650.0 million Term Loan Facility, each maturing on February 28, 2030.
On the Credit Facility Closing Date, the full $650.0 million amount of the Term Loan Facility was funded, and $550.0 million was funded under the Revolving Facility, which amounts were used, among other things, to refinance the outstanding obligations under the Prior Credit Facility.
Borrowings under the Credit Agreement bear interest at a floating rate equal to, at our option, either (i) a SOFR-based rate plus a margin ranging from 1.375% to 2.250% or (ii) a base rate plus a margin ranging from 0.375% to 1.250%, in each case, depending on our Consolidated Total Net Leverage Ratio. In addition, an unused fee that varies according to our Consolidated Total Net Leverage Ratio ranging from 0.200% to 0.350% is payable quarterly in arrears based on the average daily undrawn portion of the commitments in respect of the Revolving Facility. The Term Loan Facility requires quarterly principal repayments of $4.0 million through March 31, 2026, $8.1 million from June 30, 2026 to March 31, 2028, $12.2 million from June 30, 2028 to March 31, 2029 and $16.2 million from June 30, 2029 to December 31, 2029, with the remaining outstanding principal balance of the Term Loan Facility due on the maturity date of February 28, 2030.
We have the ability to increase the amount of the Credit Facility, which may take the form of increases to the Revolving Facility or the Term Loan Facility or the issuance of one or more Incremental Facilities, upon obtaining additional commitments from new or existing lenders and the satisfaction of certain customary conditions precedent for such Incremental Facilities. Such Incremental Facilities may not exceed the sum of (i) the greater of $710.0 million and an amount equal to 100% of our LTM Consolidated EBITDA at the time of determination and (ii) additional amounts that would not cause our Consolidated Senior Secured Net Leverage Ratio to exceed 4.0 to 1.0.
Subject to certain exceptions, substantially all of our existing and subsequently acquired or organized direct and indirect wholly-owned U.S. subsidiaries are required to guarantee the repayment of our obligations under the Credit Agreement. The obligations of us and such guarantor subsidiaries are secured by a pledge of substantially all of our and such guarantor subsidiaries’ assets (excluding all real property and certain other customarily excluded assets).
The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including limitations on the ability of us and our subsidiaries to: (i) incur debt; (ii) permit additional liens; (iii) make investments and acquisitions; (iv) merge or consolidate with others; (v) dispose of assets; (vi) pay dividends and distributions; (vii) pay junior indebtedness; and (viii) enter into affiliate transactions, in each case, subject to customary exceptions. In addition, the Credit Agreement contains financial covenants requiring us to maintain, on a consolidated basis as of the last day of each quarterly period, a Consolidated Total Net Leverage Ratio of not more than 5.0 to 1.0 (which may be increased in connection with a material acquisition to 5.5 to 1.0 for a four quarter period up to three times during the term of the Credit Agreement) and a Consolidated Interest Coverage Ratio of at least 3.0 to 1.0. The Credit Agreement also includes events of default customary for facilities of this type and upon the
occurrence of such events of default, among other things, all outstanding loans under the Credit Agreement may be accelerated, lenders commitments terminated, and/or lenders may exercise collateral remedies. At September 30, 2025, our Consolidated Total Net Leverage Ratio was 3.4x, and we were in compliance with all financial covenants. Consolidated Total Net Leverage Ratio is being reported as calculated under the Credit Agreement and not pursuant to GAAP. Investors should refer to the agreements governing the Credit Agreement attached as exhibits to our periodic reports for further information related to the calculation thereof and should not consider Consolidated Total Net Leverage Ratio as an alternative for any measures derived in accordance with GAAP. For risks related to our indebtedness and compliance with these covenants, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
During the nine months ended September 30, 2025, we borrowed $760.0 million on the Revolving Facility and repaid $550.0 million of the balance outstanding.
At September 30, 2025, we had $786.7 million of availability under the Revolving Facility and had standby letters of credit outstanding of $3.3 million related to security for the payment of claims required by our workers’ compensation insurance program.
Prior Credit Facility
On March 17, 2021, we entered into the Prior Credit Facility, which provided for the Prior Revolving Facility and the Prior Term Loan Facility, each of which was scheduled to mature on March 17, 2026.
During the nine months ended September 30, 2025, we borrowed $115.0 million on the Prior Revolving Facility and repaid $485.0 million of the balance outstanding. During the nine months ended September 30, 2024, we borrowed $210.0 million on the Prior Revolving Facility and repaid $15.0 million of the balance outstanding.
On February 28, 2025, we refinanced the Prior Credit Facility by using the proceeds of the Credit Facility to repay the outstanding balances of the Prior Term Loan Facility and the Prior Revolving Facility, which totaled $670.9 million and $485.0 million, respectively. In connection therewith, we recorded a loss on extinguishment of $1.3 million, which is included in debt extinguishment costs in the condensed consolidated statements of income.
Senior Notes
5.500% Senior Notes due 2028
On June 24, 2020, we issued $450.0 million of 5.500% Senior Notes. The 5.500% Senior Notes mature on July 1, 2028 and bear interest at a rate of 5.500% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, commencing on January 1, 2021.
5.000% Senior Notes due 2029
On October 14, 2020, we issued $475.0 million of 5.000% Senior Notes. The 5.000% Senior Notes mature on April 15, 2029 and bear interest at a rate of 5.000% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021.
7.375% Senior Notes due 2033
On March 10, 2025, we issued $550.0 million of 7.375% Senior Notes. The 7.375% Senior Notes mature on March 15, 2033 and bear interest at a rate of 7.375% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2025. The net proceeds from the issuance and sale of the 7.375% Senior Notes, together with cash on hand, were used to pay down $550.0 million of outstanding borrowings under the Revolving Facility.
The indentures governing the Senior Notes contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) engage in certain transactions with affiliates; (v) create restrictions on dividends or other payments by the restricted subsidiaries; (vi) merge, consolidate or sell substantially all of our assets; and (vii) create liens on assets.
The Senior Notes issued by us are guaranteed by each of our subsidiaries that guarantee our obligations under the Credit Agreement. The guarantees are full and unconditional and joint and several.
We may redeem the Senior Notes at our option, in whole or part, at the dates and amounts set forth in the applicable indentures.
Supplemental Guarantor Financial Information
We conduct substantially all of our business through our subsidiaries. The Senior Notes are jointly and severally guaranteed on an unsecured senior basis by all of our subsidiaries that guarantee our obligations under the Credit Agreement. The summarized financial information presented below is consistent with our condensed consolidated financial statements, except transactions between combining entities have been eliminated. Financial information for our combined non-guarantor entities has been excluded pursuant to SEC Regulation S-X Rule 13-01. Presented below is condensed financial information for our combined wholly-owned subsidiary guarantors at September 30, 2025 and December 31, 2024, and for the nine months ended September 30, 2025.
Summarized balance sheet information (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
Current assets |
|
$ |
532,750 |
|
|
$ |
436,571 |
|
Property and equipment, net |
|
|
2,006,635 |
|
|
|
1,819,037 |
|
Goodwill |
|
|
2,153,260 |
|
|
|
2,144,452 |
|
Total noncurrent assets |
|
|
4,464,110 |
|
|
|
4,246,078 |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
467,159 |
|
|
|
548,909 |
|
Long-term debt |
|
|
2,284,773 |
|
|
|
1,880,093 |
|
Total noncurrent liabilities |
|
|
2,519,765 |
|
|
|
2,111,252 |
|
Redeemable noncontrolling interests |
|
|
— |
|
|
|
— |
|
Total equity |
|
|
2,009,937 |
|
|
|
2,022,488 |
|
Summarized operating results information (in thousands):
|
|
|
|
|
|
|
Nine Months Ended September 30, 2025 |
|
Revenue |
|
$ |
2,011,113 |
|
Income before income taxes |
|
|
24,003 |
|
Net income |
|
|
24,079 |
|
Net income attributable to Acadia Healthcare Company, Inc. |
|
|
24,079 |
|
Contractual Obligations
The following table presents a summary of contractual obligations at September 30, 2025 (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Payments Due by Period |
|
|
|
Less Than 1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
More Than 5 Years |
|
|
Total |
|
Long-term debt (a) |
|
$ |
161,986 |
|
|
$ |
790,218 |
|
|
$ |
1,376,277 |
|
|
$ |
651,406 |
|
|
$ |
2,979,887 |
|
Operating lease liabilities (b) |
|
|
28,453 |
|
|
|
43,351 |
|
|
|
30,347 |
|
|
|
55,907 |
|
|
|
158,058 |
|
Finance lease liabilities |
|
|
1,089 |
|
|
|
2,178 |
|
|
|
2,260 |
|
|
|
18,927 |
|
|
|
24,454 |
|
Total obligations and commitments |
|
$ |
191,528 |
|
|
$ |
835,747 |
|
|
$ |
1,408,884 |
|
|
$ |
726,240 |
|
|
$ |
3,162,399 |
|
(a)Amounts include required principal and interest payments. The projected interest payments reflect the interest rates in place on our variable-rate debt at September 30, 2025.
(b)Amounts exclude variable components of lease payments.
Critical Accounting Policies
There have been no material changes in our critical accounting policies at September 30, 2025 from those described in our Annual Report on Form 10-K for the year ended December 31, 2024.