Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ACHC | |
Entity Registrant Name | Acadia Healthcare Company, Inc. | |
Entity Central Index Key | 0001520697 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $.01 par value | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-35331 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-2492228 | |
Entity Address, Address Line One | 6100 Tower Circle | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address, City or Town | Franklin | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37067 | |
City Area Code | 615 | |
Local Phone Number | 861-6000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 92,216,476 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 99,591 | $ 97,649 |
Accounts receivable, net | 362,666 | 322,439 |
Other current assets | 241,218 | 86,037 |
Total current assets | 703,475 | 506,125 |
Property and equipment, net | 2,145,599 | 1,952,045 |
Goodwill | 2,225,962 | 2,222,805 |
Intangible assets, net | 73,811 | 76,041 |
Deferred tax assets | 2,850 | 2,950 |
Operating lease right-of-use assets | 122,090 | 135,238 |
Other assets | 72,431 | 92,697 |
Total assets | 5,346,218 | 4,987,901 |
Current liabilities: | ||
Current portion of long-term debt | 26,563 | 21,250 |
Accounts payable | 149,874 | 104,723 |
Accrued salaries and benefits | 122,264 | 125,298 |
Current portion of operating lease liabilities | 26,242 | 26,463 |
Other accrued liabilities | 539,947 | 110,592 |
Total current liabilities | 864,890 | 388,326 |
Long-term debt | 1,349,954 | 1,364,541 |
Deferred tax liabilities | 70,450 | 92,588 |
Operating lease liabilities | 104,873 | 116,429 |
Other liabilities | 145,907 | 125,033 |
Total liabilities | 2,536,074 | 2,086,917 |
Redeemable noncontrolling interests | 97,582 | 88,257 |
Equity: | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, no shares issued | ||
Common stock, $0.01 par value; 180,000,000 shares authorized; 91,204,474 and 89,913,659 issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 912 | 899 |
Additional paid-in capital | 2,637,658 | 2,658,440 |
Retained earnings | 73,992 | 153,388 |
Total equity | 2,712,562 | 2,812,727 |
Total liabilities and equity | $ 5,346,218 | $ 4,987,901 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 91,204,474 | 89,913,659 |
Common stock, shares outstanding | 91,204,474 | 89,913,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 750,334 | $ 666,732 | $ 2,185,938 | $ 1,935,104 |
Salaries, wages and benefits (including equity-based compensation expense of $8,163, $7,240, $23,140 and $21,745, respectively) | 394,150 | 352,582 | 1,171,960 | 1,027,732 |
Professional fees | 45,540 | 40,367 | 130,468 | 117,718 |
Supplies | 27,147 | 25,570 | 79,312 | 74,291 |
Rents and leases | 11,731 | 11,339 | 34,880 | 33,780 |
Other operating expenses | 104,048 | 88,993 | 290,798 | 255,355 |
Income from provider relief fund | (4,442) | (7,656) | (4,442) | (16,206) |
Depreciation and amortization | 33,388 | 29,573 | 96,969 | 87,627 |
Interest expense, net | 20,742 | 18,003 | 61,651 | 50,355 |
Legal settlements expense | 394,181 | 394,181 | ||
Loss on impairment | 8,694 | |||
Transaction-related expenses | 11,247 | 10,859 | 26,792 | 18,381 |
Total expenses | 1,037,732 | 569,630 | 2,291,263 | 1,649,033 |
(Loss) income before income taxes | (287,398) | 97,102 | (105,325) | 286,071 |
(Benefit from) provision for income taxes | (71,873) | 24,056 | (29,907) | 69,183 |
Net (loss) income | (215,525) | 73,046 | (75,418) | 216,888 |
Net income attributable to noncontrolling interests | (2,185) | (1,947) | (3,978) | (4,873) |
Net (loss) income attributable to Acadia Healthcare Company, Inc. | $ (217,710) | $ 71,099 | $ (79,396) | $ 212,015 |
(Loss) earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: | ||||
Basic | $ (2.39) | $ 0.79 | $ (0.87) | $ 2.37 |
Diluted | $ (2.39) | $ 0.78 | $ (0.87) | $ 2.31 |
Weighted-average shares outstanding: | ||||
Basic | 91,168 | 89,833 | 90,852 | 89,607 |
Diluted | 91,168 | 91,723 | 90,852 | 91,668 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Equity-based compensation expense | $ 8,163 | $ 7,240 | $ 23,140 | $ 21,745 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Balance at Dec. 31, 2021 | $ 2,517,489 | $ 890 | $ 2,636,350 | $ (119,751) |
Balance, shares at Dec. 31, 2021 | 89,028,000 | |||
Common stock issued under stock incentive plans | 3,749 | $ 7 | 3,742 | |
Common stock issued under stock incentive plans, shares | 633,000 | |||
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises | (15,490) | (15,490) | ||
Equity-based compensation expense | 7,925 | 7,925 | ||
Net income attributable to Acadia Healthcare Company, Inc. | 60,837 | 60,837 | ||
Balance at Mar. 31, 2022 | 2,574,510 | $ 897 | 2,632,527 | (58,914) |
Balance, shares at Mar. 31, 2022 | 89,661,000 | |||
Balance at Dec. 31, 2021 | 2,517,489 | $ 890 | 2,636,350 | (119,751) |
Balance, shares at Dec. 31, 2021 | 89,028,000 | |||
Net income attributable to Acadia Healthcare Company, Inc. | 212,015 | |||
Balance at Sep. 30, 2022 | 2,743,708 | $ 899 | 2,650,545 | 92,264 |
Balance, shares at Sep. 30, 2022 | 89,875,000 | |||
Balance at Dec. 31, 2021 | $ 2,517,489 | $ 890 | 2,636,350 | (119,751) |
Balance, shares at Dec. 31, 2021 | 89,028,000 | |||
Common stock issued under stock incentive plans, shares | 285,577 | |||
Balance at Dec. 31, 2022 | $ 2,812,727 | $ 899 | 2,658,440 | 153,388 |
Balance, shares at Dec. 31, 2022 | 89,913,659 | 89,914,000 | ||
Balance at Mar. 31, 2022 | $ 2,574,510 | $ 897 | 2,632,527 | (58,914) |
Balance, shares at Mar. 31, 2022 | 89,661,000 | |||
Common stock issued under stock incentive plans | 3,148 | $ 1 | 3,147 | |
Common stock issued under stock incentive plans, shares | 113,000 | |||
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises | (1,275) | (1,275) | ||
Equity-based compensation expense | 6,580 | 6,580 | ||
Net income attributable to Acadia Healthcare Company, Inc. | 80,079 | 80,079 | ||
Balance at Jun. 30, 2022 | 2,663,042 | $ 898 | 2,640,979 | 21,165 |
Balance, shares at Jun. 30, 2022 | 89,774,000 | |||
Common stock issued under stock incentive plans | 3,067 | $ 1 | 3,066 | |
Common stock issued under stock incentive plans, shares | 101,000 | |||
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises | (740) | (740) | ||
Equity-based compensation expense | 7,240 | 7,240 | ||
Net income attributable to Acadia Healthcare Company, Inc. | 71,099 | 71,099 | ||
Balance at Sep. 30, 2022 | 2,743,708 | $ 899 | 2,650,545 | 92,264 |
Balance, shares at Sep. 30, 2022 | 89,875,000 | |||
Common stock issued under stock incentive plans | 1,649 | 1,649 | ||
Common stock issued under stock incentive plans, shares | 39,000 | |||
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises | (287) | (287) | ||
Equity-based compensation expense | 7,890 | 7,890 | ||
Other | (1,357) | (1,357) | ||
Net income attributable to Acadia Healthcare Company, Inc. | 61,124 | 61,124 | ||
Balance at Dec. 31, 2022 | $ 2,812,727 | $ 899 | 2,658,440 | 153,388 |
Balance, shares at Dec. 31, 2022 | 89,913,659 | 89,914,000 | ||
Common stock issued under stock incentive plans | $ 1,203 | $ 11 | 1,192 | |
Common stock issued under stock incentive plans, shares | 1,039,000 | |||
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises | (48,874) | (48,874) | ||
Equity-based compensation expense | 7,629 | 7,629 | ||
Other | 902 | 902 | ||
Net income attributable to Acadia Healthcare Company, Inc. | 66,015 | 66,015 | ||
Balance at Mar. 31, 2023 | 2,839,602 | $ 910 | 2,619,289 | 219,403 |
Balance, shares at Mar. 31, 2023 | 90,953,000 | |||
Balance at Dec. 31, 2022 | $ 2,812,727 | $ 899 | 2,658,440 | 153,388 |
Balance, shares at Dec. 31, 2022 | 89,913,659 | 89,914,000 | ||
Common stock issued under stock incentive plans, shares | 161,507 | |||
Net income attributable to Acadia Healthcare Company, Inc. | $ (79,396) | |||
Balance at Sep. 30, 2023 | $ 2,712,562 | $ 912 | 2,637,658 | 73,992 |
Balance, shares at Sep. 30, 2023 | 91,204,474 | 91,205,000 | ||
Balance at Mar. 31, 2023 | $ 2,839,602 | $ 910 | 2,619,289 | 219,403 |
Balance, shares at Mar. 31, 2023 | 90,953,000 | |||
Common stock issued under stock incentive plans | 3,784 | $ 1 | 3,783 | |
Common stock issued under stock incentive plans, shares | 176,000 | |||
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises | (2,017) | (2,017) | ||
Equity-based compensation expense | 7,348 | 7,348 | ||
Net income attributable to Acadia Healthcare Company, Inc. | 72,299 | 72,299 | ||
Balance at Jun. 30, 2023 | 2,921,016 | $ 911 | 2,628,403 | 291,702 |
Balance, shares at Jun. 30, 2023 | 91,129,000 | |||
Common stock issued under stock incentive plans | 1,554 | $ 1 | 1,553 | |
Common stock issued under stock incentive plans, shares | 76,000 | |||
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises | (843) | (843) | ||
Equity-based compensation expense | 8,163 | 8,163 | ||
Other | 382 | 382 | ||
Net income attributable to Acadia Healthcare Company, Inc. | (217,710) | (217,710) | ||
Balance at Sep. 30, 2023 | $ 2,712,562 | $ 912 | $ 2,637,658 | $ 73,992 |
Balance, shares at Sep. 30, 2023 | 91,204,474 | 91,205,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net (loss) income | $ (75,418) | $ 216,888 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 96,969 | 87,627 |
Amortization of debt issuance costs | 2,485 | 2,440 |
Equity-based compensation expense | 23,140 | 21,745 |
Deferred income taxes | (21,655) | 20,176 |
Legal settlements expense | 394,181 | |
Loss on impairment | 8,694 | |
Other | 1,423 | 2,422 |
Change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | (40,227) | (35,538) |
Other current assets | (77,165) | (28,692) |
Other assets | 309 | 3,373 |
Accounts payable and other accrued liabilities | 23,057 | 7,729 |
Accrued salaries and benefits | (3,038) | (8,831) |
Other liabilities | 17,723 | 10,303 |
Government relief funds | (4,442) | (32,617) |
Net cash provided by operating activities | 346,036 | 267,025 |
Investing activities: | ||
Cash paid for acquisitions, net of cash acquired | (349) | |
Cash paid for capital expenditures | (285,410) | (208,792) |
Proceeds from sale of property and equipment | 633 | 1,784 |
Other | (1,925) | (6,802) |
Net cash used in investing activities | (287,051) | (213,810) |
Financing activities: | ||
Borrowings on revolving credit facility | 40,000 | |
Principal payments on revolving credit facility | (35,000) | (85,000) |
Principal payments on long-term debt | (15,938) | (13,281) |
Repurchase of shares for payroll tax withholding, net of proceeds from stock option exercises | (45,193) | (7,541) |
Contributions from noncontrolling partners in joint ventures | 2,538 | 13,178 |
Distributions to noncontrolling partners in joint ventures | (3,480) | (1,004) |
Other | 30 | 39 |
Net cash used in financing activities | (57,043) | (93,609) |
Net increase (decrease) in cash and cash equivalents | 1,942 | (40,394) |
Cash and cash equivalents at beginning of the period | 97,649 | 133,813 |
Cash and cash equivalents at end of the period | 99,591 | $ 93,419 |
Effect of acquisitions: | ||
Assets acquired, excluding cash | 6,766 | |
Liabilities assumed | (128) | |
Redeemable noncontrolling interest resulting from an acquisition | (6,289) | |
Cash paid for acquisitions, net of cash acquired | $ 349 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | |||||||||
Net Income (Loss) | $ (217,710) | $ 72,299 | $ 66,015 | $ 61,124 | $ 71,099 | $ 80,079 | $ 60,837 | $ (79,396) | $ 212,015 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Title | directors or officers |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Acadia Healthcare Company, Inc. (the “Company”) develops and operates inpatient psychiatric facilities, residential treatment centers, group homes, substance abuse facilities and facilities providing outpatient behavioral healthcare services to serve the behavioral health and recovery needs of communities throughout the United States (“U.S.”) and Puerto Rico. At September 30, 2023, the Company operated 253 behavioral healthcare facilities with approximately 11,100 beds in 39 states and Puerto Rico. Basis of Presentation The business of the Company is conducted through limited liability companies, partnerships and C-corporations. The Company’s consolidated financial statements include the accounts of the Company and all subsidiaries controlled by the Company through its direct or indirect ownership of majority interests and exclusive rights granted to the Company as the controlling member of an entity. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation of the Company’s financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements as of that date. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2023. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Certain reclassifications have been made to the prior year to conform to the current year presentation. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “Government Assistance (Topic 832)” (“ASU 2021-10”). ASU 2021-10 provides guidance to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. ASU 2021-10 applies to all business entities except for not-for-profit entities within the scope of Topic 958, Not-for-Profit Entities, and employee benefit plans within the scope of Topic 960, Plan Accounting—Defined Benefit Pension Plans, Topic 962, Plan Accounting—Defined Contribution Pension Plans, and Topic 965, Plan Accounting—Health and Welfare Benefit Plans that account for a transaction with a government by applying a grant or contribution accounting model by analogy to other accounting guidance (for example, a grant model within IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, or Subtopic 958-605, Not-For-Profit Entities—Revenue Recognition). ASU 2021-10 is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2021-10 for the year ended December 31, 2022 . See Note 9 – The CARES Act for additional information on the Company’s accounting for government grants received. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ” (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting and applies only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2024. Entities may adopt ASU 2020-04 as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company adopted ASU 2020-04 for the quarter ended March 31, 2023 . See Note 11 – Long Term Debt for additional information on the Company’s accounting for the reference rate reform. There is no significant impact on the Company’s consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Revenue is primarily derived from services rendered to patients for inpatient psychiatric and substance abuse care, outpatient psychiatric care and residential treatment. The services provided by the Company have no fixed duration and can be terminated by the patient or the facility at any time, and therefore, each treatment is its own stand-alone contract. Services ordered by a healthcare provider in an episode of care are not separately identifiable and therefore have been combined into a single performance obligation for each contract. The Company recognizes revenue as its performance obligations are completed. The performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits of the healthcare services provided. For inpatient services, the Company recognizes revenue equally over the patient stay on a daily basis. For outpatient services, the Company recognizes revenue equally over the number of treatments provided in a single episode of care. Typically, patients and third-party payors are billed within several days of the service being performed or the patient being discharged, and payments are due based on contract terms. As the Company’s performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in Accounting Standards Codification (“ASC”) 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as its patients typically are under no obligation to remain admitted in the Company’s facilities. The Company disaggregates revenue from contracts with customers by service type and by payor. The Company’s facilities and services provided by the facilities can generally be classified into the following categories: acute inpatient psychiatric facilities; specialty treatment facilities; comprehensive treatment centers (“CTCs”); and residential treatment centers. Acute inpatient psychiatric facilities. Acute inpatient psychiatric facilities provide a high level of care in order to stabilize patients that are either a threat to themselves or to others. The acute setting provides 24-hour observation, daily intervention and monitoring by psychiatrists. Specialty treatment facilities . Specialty treatment facilities include residential recovery facilities and eating disorder facilities. The Company provides a comprehensive continuum of care for adults with addictive disorders and co-occurring mental disorders. Inpatient, including detoxification and rehabilitation, partial hospitalization and outpatient treatment programs give patients access to the least restrictive level of care. Comprehensive treatment centers . CTCs specialize in providing medication-assisted treatment in an outpatient setting to Residential treatment centers . Residential treatment centers treat patients with behavioral disorders in a non-hospital setting, including outdoor programs. The facilities balance therapy activities with social, academic and other activities. The table below presents total revenue attributed to each category (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Acute inpatient psychiatric facilities $ 382,406 $ 340,929 $ 1,113,632 $ 984,224 Specialty treatment facilities 158,705 145,799 462,916 419,764 Comprehensive treatment centers 129,645 106,679 368,618 310,080 Residential treatment centers 79,578 73,325 240,772 221,036 Revenue $ 750,334 $ 666,732 $ 2,185,938 $ 1,935,104 The Company receives payments from the following sources for services rendered in its facilities: (i) state governments under their respective Medicaid and other programs; (ii) commercial insurers; (iii) the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services (“CMS”) and other programs; and (iv) individual patients and clients. The Company determines 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. Most of the Company’s facilities have contracts containing variable consideration. However, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company has included the variable consideration in the estimated transaction price. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense, which is included as a component of other operating expenses in the condensed consolidated statements of operations. Bad debt expense for the three and nine months ended September 30, 2023 and 2022 was not significant. The following table presents the Company’s revenue by payor type and as a percentage of revenue (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Amount % Amount % Amount % Amount % Commercial $ 212,328 28.3 % $ 193,626 29.0 % $ 625,330 28.6 % $ 590,966 30.5 % Medicare 117,348 15.6 % 101,246 15.2 % 335,819 15.4 % 293,339 15.2 % Medicaid 400,483 53.4 % 343,067 51.5 % 1,156,766 52.9 % 970,591 50.2 % Self-Pay 15,524 2.1 % 20,013 3.0 % 52,026 2.4 % 58,390 3.0 % Other 4,651 0.6 % 8,780 1.3 % 15,997 0.7 % 21,818 1.1 % Revenue $ 750,334 100.0 % $ 666,732 100.0 % $ 2,185,938 100.0 % $ 1,935,104 100.0 % |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net (loss) income attributable to Acadia Healthcare Company, Inc. $ ( 217,710 ) $ 71,099 $ ( 79,396 ) $ 212,015 Denominator: Weighted average shares outstanding for basic earnings per share 91,168 89,833 90,852 89,607 Effects of dilutive instruments — 1,890 — 2,061 Shares used in computing diluted earnings per common share 91,168 91,723 90,852 91,668 (Loss) earnings per share attributable to Acadia Healthcare Basic $ ( 2.39 ) $ 0.79 $ ( 0.87 ) $ 2.37 Diluted $ ( 2.39 ) $ 0.78 $ ( 0.87 ) $ 2.31 For the three and nine months ended September 30, 2023, approximately 0.5 million and 0.8 million, respectively, outstanding shares of restricted stock and shares of common stock issuable upon exercise of outstanding stock option awards have been included in the calculation of weighted-average shares outstanding-diluted. These shares are excluded from the calculation of diluted earnings per share in the condensed consolidated statement of operations because the net loss for both the three and nine months ended September 30, 2023 causes such securities to be anti-dilutive. Approximately 0.4 million shares of common stock issuable upon exercise of outstanding stock option awards were excluded from the calculation of diluted earnings per share for both the three and nine months ended September 30, 2023, respectively, because their effect would have been anti-dilutive. Approximately 0.1 million and 0.6 million shares of common stock issuable upon exercise of outstanding stock option awards were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2022 , respectively, because their effect would have been anti-dilutive. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions The Company’s strategy is to acquire and develop behavioral healthcare facilities and improve operating results within its facilities and its other behavioral healthcare operations. On November 7, 2022, the Company completed the acquisition of four CTCs located in Georgia from Brand New Start Treatment Centers. In July 2023, the Company signed a definitive agreement to acquire substantially all of the assets of Turning Point Centers (“Turning Point”), a 76-bed specialty provider of substance use disorder and primary mental health treatment services that supports the Salt Lake City, Utah, metropolitan market. Turning Point provides a full continuum of treatment services, including residential, partial hospitalization and intensive outpatient services. The transaction is expected to close by the end of 2023. Goodwill The changes in goodwill are as follows (in thousands): Balance at January 1, 2022 $ 2,199,937 Increase from acquisitions 9,488 Adjustments related to 2021 acquisitions 8,761 Increase from contributions of redeemable noncontrolling interests 4,619 Balance at December 31, 2022 2,222,805 Increase from acquisitions 336 Increase from contributions of redeemable noncontrolling interests 2,821 Balance at September 30, 2023 $ 2,225,962 Transaction-related expenses Transaction-related expenses represent costs primarily related to legal, accounting, termination, restructuring, management transition, acquisition and other similar costs. Transaction-related expenses comprised the following costs for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Legal, accounting and other acquisition-related costs $ 4,196 $ 2,020 $ 6,761 $ 4,696 Management transition costs 3,615 5,626 14,590 7,826 Termination and restructuring costs 3,436 3,213 5,441 5,859 $ 11,247 $ 10,859 $ 26,792 $ 18,381 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | 6. Other Current Assets Other current assets consisted of the following (in thousands): September 30, December 31, Income taxes receivable $ 102,365 $ 5,767 Prepaid expenses 38,082 27,052 Insurance receivable – current portion 36,579 10,158 Assets held for sale 30,522 8,347 Other receivables 14,288 15,371 Workers’ compensation deposits – current portion 12,000 12,000 Inventory 5,475 5,087 Other 1,907 2,255 Other current assets $ 241,218 $ 86,037 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following (in thousands): September 30, December 31, Land $ 182,393 $ 169,137 Building and improvements 1,997,522 1,797,809 Equipment 345,873 292,200 Construction in progress 353,001 349,473 2,878,789 2,608,619 Less: accumulated depreciation ( 733,190 ) ( 656,574 ) Property and equipment, net $ 2,145,599 $ 1,952,045 During the nine months ended September 30, 2023 , the Company recorded a non-cash property impairment charge of $ 2.0 million and a non-cash operating lease right-of-use asset impairment charge of $ 2.0 million related to the closure of certain facilities, which is included in loss on impairment in the condensed consolidated statements of operations. The Company has recorded assets held for sale within other assets on the condensed consolidated balance sheets for closed properties actively marketed of $ 30.5 million and $ 8.3 million at September 30, 2023 and December 31, 2022 , respectively. |
Other Intangible Assets
Other Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 8. Other Intangible Assets Other identifiable intangible assets and related accumulated amortization consisted of the following (in thousands): Gross Carrying Amount Accumulated Amortization September 30, December 31, September 30, December 31, Intangible assets subject to amortization: Non-compete agreements $ 1,131 $ 1,131 $ ( 1,131 ) $ ( 1,131 ) Intangible assets not subject to amortization: Licenses and accreditations 11,651 11,512 — — Trade names 43,210 45,935 — — Certificates of need 18,950 18,594 — — 73,811 76,041 — — Total $ 74,942 $ 77,172 $ ( 1,131 ) $ ( 1,131 ) All of the Company’s definite-lived intangible assets are fully amortized. The Company’s licenses and accreditations, trade names and certificates of need have indefinite lives and are, therefore, not subject to amortization. During the nine months ended September 30, 2023 , the Company recorded a non-cash indefinite-lived intangible asset impairment charge of $ 4.7 million related to the closure of certain facilities, which is included in loss on impairment in the condensed consolidated statements of operations. |
The CARES Act
The CARES Act | 9 Months Ended |
Sep. 30, 2023 | |
Unusual or Infrequent Items, or Both [Abstract] | |
The CARES Act | 9. The CARES Act As part of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the U.S. government announced it would offer $ 100 billion of relief to eligible healthcare providers. On April 24, 2020, then President Trump signed into law the Paycheck Protection Program and Health Care Enhancement Act (the “PPP Act”). Among other things, the PPP Act allocated $ 75 billion to eligible healthcare providers to help offset losses and expenses related to the novel coronavirus known as COVID-19 (“COVID-19”). The $ 75 billion allocated under the PPP Act was in addition to the $ 100 billion allocated to healthcare providers for the same purposes in the CARES Act and has been disbursed to providers under terms and conditions similar to the CARES Act funds. The Company accounts for government grants by analogizing to the grant model in accordance with International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance , and as such, has recognized income from grants in line with the recognition of expenses or the loss of revenues for which the grants are intended to compensate. The Company recognizes grants once both of the following conditions are met: (i) the Company is able to comply with the relevant terms and conditions of the grant and (ii) the grant will be received. During 2020, the Company participated in certain relief programs offered through the CARES Act, including receipt of approximately $ 34.9 million relating to the Public Health and Social Services Emergency Fund (the “PHSSE Fund”), also known as the Provider Relief Fund. During the fourth quarter of 2020, the Company recorded approximately $ 32.8 million of income from provider relief fund related to PHSSE Fund amounts received in 2020. In 2021, the Company received $ 24.2 million of additional funds from the PHSSE Fund. During the fourth quarter of 2021, the Company recorded $ 17.9 million of income from provider relief fund related to the PHSSE Fund amounts received. During the year ended December 31, 2022 , the Company received $ 7.7 million of additional funds from the PHSSE Fund and $ 14.2 million from the American Rescue Plan (“ARP”) Rural Payments for Hospitals. During the year ended December 31, 2022 , the Company recorded $ 21.5 million of income from provider relief fund related to PHSSE Fund and ARP funds received. During the third quarter of 2023, the Company recorded $ 4.4 million of income from provider relief fund related to ARP funds received. The remaining unrecognized funds of $ 4.5 million and $ 9.0 million are included in other accrued liabilities on the condensed consolidated balance sheets at September 30, 2023 and December 31, 2022, respectively. The Company continues to evaluate its compliance with the terms and conditions to, and the financial impact of, the additional funds received, including potential repayment of the remaining balance. Healthcare providers were required to sign an attestation confirming receipt of the PHSSE Fund amounts and agree to the terms and conditions of payment. Under the terms and conditions for receipt of the payment, the Company was allowed to use the funds to cover lost revenues and healthcare costs related to COVID-19, and the Company was required to properly and fully document the use of these funds to the U.S. Department of Health and Human Services. The reporting of the funds is subject to future audit for compliance with the terms and conditions. The Company recognized PHSSE Fund amounts to the extent it had qualifying COVID-19 expenses or lost revenues as permitted under the terms and conditions. During 2020, the Company applied for and received approximately $ 45.2 million of payments from the CMS Accelerated and Advance Payment Program. Of the $ 45.2 million of advance payments received in 2020, the Company repaid approximately $ 25.1 million of advance payments during 2021 and made additional repayments of approximately $ 20.1 million during the year ended December 31, 2022. In addition, the Company received a 2 % increase in facilities’ Medicare reimbursement rate as a result of the temporary suspension of Medicare sequestration from May 1, 2020 to March 31, 2022, which was reduced to 1 % on April 1, 2022 and was eliminated effective July 1, 2022. The CARES Act also provided for certain federal income and other tax changes. The Company received a cash benefit of approximately $ 39.3 million for 2020 relating to the delay of payment of the employer portion of Social Security payroll taxes. The Company repaid half of the $ 39.3 million of payroll tax deferrals during the third quarter of 2021 and repaid the remaining portion in the third quarter of 2022 to eliminate the liability. These regulatory changes were temporary and expired at the end of the COVID-19 public health emergency on May 11, 2023. The Company is continuing to evaluate the terms and conditions and financial impact of funds received under the CARES Act and other government relief programs. |
Other Accrued Liabilities
Other Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Accrued Liabilities | 10. Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): September 30, December 31, Accrued legal settlements $ 394,181 $ — Insurance liability – current portion 38,690 12,128 Accrued expenses 35,000 26,699 Cost report payable 20,527 13,738 Accrued interest 17,400 17,596 Accrued property taxes 11,684 9,009 Government relief funds 4,534 8,975 Contract liabilities 2,585 6,653 Finance lease liabilities 990 990 Income taxes payable 696 1,338 Other 13,660 13,466 Other accrued liabilities $ 539,947 $ 110,592 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 11. Long-Term Debt Long-term debt consisted of the following (in thousands): September 30, December 31, Credit Facility: Term Loan A $ 382,500 $ 398,438 Revolving Line of Credit 80,000 75,000 5.500 % Senior Notes due 2028 450,000 450,000 5.000 % Senior Notes due 2029 475,000 475,000 Less: unamortized debt issuance costs, discount and ( 10,983 ) ( 12,647 ) 1,376,517 1,385,791 Less: current portion ( 26,563 ) ( 21,250 ) Long-term debt $ 1,349,954 $ 1,364,541 Credit Facility The Company entered into a credit agreement establishing a new senior credit facility (the “Credit Facility”) on March 17, 2021 . The Credit Facility provides for a $ 600.0 million senior secured revolving credit facility (the “Revolving Facility”) and a $ 425.0 million senior secured term loan facility (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Facilities”), with each maturing on March 17, 2026 . The Revolving Facility further provides for (i) up to $ 20.0 million, which may be utilized for the issuance of letters of credit and (ii) the availability of a swingline facility under which the Company may borrow up to $ 20.0 million. On March 30, 2023, the Company entered into the First Amendment to the Credit Facility (the “First Amendment”). The First Amendment replaced LIBOR with the Secured Overnight Financing Rate as determined for a term of, at the Company’s option, one, three or six months, plus an adjustment of 0.10 % (“Adjusted Term SOFR ” ). Borrowings under the Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 %, (ii) the prime rate of Bank of America or (iii) Adjusted Term SOFR for a one month interest period or (b) Adjusted Term SOFR, in each case plus an applicable margin that varies according to the total leverage ratio of the Company from 0.375 % to 1.250 % in the case of base rate loans and from 1.375 % to 2.250 % in the case of Adjusted Term SOFR loans. In addition, an unused fee that varies according to the total leverage ratio of the Company 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. There is no significant impact on the Company’s consolidated financial statements as a result of the First Amendment. During the nine months ended September 30, 2023, the Company borrowed $ 40.0 million on the Revolving Facility and repaid $ 35.0 million of the balance outstanding. The Company had $ 516.5 million of availability under the Revolving Facility and had standby letters of credit outstanding of $ 3.5 million related to security for the payment of claims required by its workers’ compensation insurance program at September 30, 2023. The Credit Facility requires quarterly term loan principal repayments for the Term Loan Facility of approximately $ 5.3 million for December 31, 2023 to March 31, 2024, approximately $ 8.0 million for June 30, 2024 to March 31, 2025, and approximately $ 10.6 million for June 30, 2025 to December 31, 2025, with the remaining principal balance of the Term Loan Facility due on the maturity date of March 17, 2026 . The Company has the ability to increase the amount of the Senior Facilities, which may take the form of increases to the Revolving Facility or the Term Loan Facility or the issuance of one or more incremental term loan facilities (collectively, the “Incremental Facilities”), upon obtaining additional commitments from new or existing lenders and the satisfaction of customary conditions precedent for such Incremental Facilities. Such Incremental Facilities may not exceed the sum of (i) the greater of $ 480.0 million and an amount equal to 100 % of the Consolidated EBITDA (as defined in the Credit Facility) of the Company and (ii) additional amounts that would not cause the Consolidated Senior Secured Net Leverage Ratio (as defined in the Credit Facility) to exceed 3.5 to 1.0. Subject to certain exceptions, substantially all of the Company’s existing and subsequently acquired or organized direct or indirect wholly-owned subsidiaries are required to guarantee the repayment of the Company’s obligations under the Credit Facility. The Company and such guarantor subsidiaries have granted a security interest on substantially all personal property assets as collateral for the obligations under the Credit Facility. The Credit Facility contains customary representations and affirmative and negative covenants, including limitations on the Company’s and its subsidiaries’ ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay junior indebtedness and enter into affiliate transactions, in each case, subject to customary exceptions. In addition, the Credit Facility contains financial covenants requiring the Company on a consolidated basis to maintain, as of the last day of any consecutive four fiscal quarter period, a consolidated total net leverage ratio of not more than 5.0 to 1.0 and an interest coverage ratio of at least 3.0 to 1.0. The Credit Facility also includes events of default customary for facilities of this type and upon the occurrence of any such event of default, among other things, all outstanding loans under the Senior Facilities may be accelerated, the lenders’ commitments may be terminated, and/or the lenders may exercise collateral remedies. At September 30, 2023, the Company was in compliance with all financial covenants. 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 . 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. The indentures governing the 5.500% Senior Notes and the 5.000% 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 Facility. 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 in the amounts set forth in the applicable indentures. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Professional and General Liability A portion of the Company’s professional liability risks are insured through a wholly-owned insurance subsidiary providing coverage for up to $ 5.0 million per claim and $ 10.0 million for certain other claims through August 31, 2023, and $ 7.0 million and $ 10.0 million for certain other claims thereafter. The Company has obtained reinsurance coverage from a third party to cover claims in excess of those retention limits. The reinsurance policy has a coverage limit of $ 75.0 million or $ 70.0 million in the aggregate for certain other claims through August 31, 2023, and $ 78.0 million or $ 75.0 million in the aggregate for certain other 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, 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, the Company's 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 (“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 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. 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. The parties made substantial progress during mediation proceedings on October 6, 2023 and October 7, 2023 in an effort to reach settlement agreements to resolve the Inman Litigation as well as the 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”). On October 11, 2023, the Company and Desert Hills, in connection with the Inman Litigation, filed an unopposed motion to stay the District Court’s requirement of posting a bond and execution of its judgment on the Company, Desert Hills or Family Works, in order to allow for settlement discussions and efforts to finalize a written agreement regarding the Cases to continue unimpeded. The motion was granted by the District Court on October 16, 2023. On October 30, 2023, the Company and Desert Hills entered into settlement agreements in connection with each of the Cases. Under the terms of the settlement agreements, the Company will pay 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 or that may be asserted in the future. The settlement agreements fully resolve each of the Cases and include no admission of liability or wrongdoing by either the Company or Desert Hills. The settlement agreements are subject to approval by the District Court. The Company currently intends to pay the funds associated with the settlement agreements from a combination of insurance, cash on hand and existing credit lines. The settlement amounts must be paid within 30 days from the District Court’s approval of the settlement agreements. In respect of the Cases, the Company has recorded a legal settlements liability of $ 394.2 million, which is inclusive of associated legal fees and net of reinsurance receivables, within other accrued liabilities and other current assets, respectively, on the condensed consolidated balance sheet at September 30, 2023. 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. At this time, the Company is not able to quantify any potential liability in connection with this litigation because the case is in its early stages. 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. At this time, the Company is not able to quantify any potential liability in connection with this litigation because the cases are in their early stages. Government Investigation In the fall of 2017, the Office of Inspector General (“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 subpoenas. The government’s investigation of each of these facilities is focused on claims not eligible for payment because of alleged violations of certain regulatory requirements relating to, among other things, medical necessity, admission eligibility, discharge decisions, length of stay and patient care issues. The Company is cooperating with the government’s investigation but is not able to quantify any potential liability in connection with these investigations. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | 13. Noncontrolling Interests Noncontrolling interests in the consolidated financial statements represent the portion of equity held by noncontrolling partners in the Company’s non-wholly owned subsidiaries. At September 30, 2023 , the Company operated ten facilities through non-wholly owned subsidiaries. The Company owns between approximately 65 % and 87 % of the equity interests of these entities, and noncontrolling partners own the remaining equity interests. The initial value of the noncontrolling interests is based on the fair value of contributions. The Company consolidates the operations of each facility based on its status as primary beneficiary, as further discussed in Note 14 – Variable Interest Entities. The noncontrolling interests are reflected as redeemable noncontrolling interests on the accompanying condensed consolidated balance sheets based on put rights that could require the Company to purchase the noncontrolling interests upon the occurrence of a change in control. The components of redeemable noncontrolling interests are as follows (in thousands): Balance at January 1, 2022 $ 65,388 Contributions from noncontrolling partners in joint ventures 21,162 Net income attributable to noncontrolling interests 6,894 Acquisition of ownership interests from noncontrolling partners ( 4,183 ) Distributions to noncontrolling partners in joint ventures ( 1,004 ) Balance at December 31, 2022 88,257 Contributions from noncontrolling partners in joint ventures 8,827 Net income attributable to noncontrolling interests 3,978 Distributions to noncontrolling partners in joint ventures ( 3,480 ) Balance at September 30, 2023 $ 97,582 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 14. Variable Interest Entities For legal entities where the Company has a financial relationship, the Company evaluates whether it has a variable interest and determines if the entity is considered a variable interest entity (“VIE”). If the Company concludes an entity is a VIE and the Company is the primary beneficiary, the entity is consolidated. The primary beneficiary analysis is a qualitative analysis based on power and benefits. A reporting entity has a controlling financial interest in a VIE and must consolidate the VIE if it has both power and benefits. It must have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. At September 30, 2023 , the Company operated ten facilities through non-wholly owned subsidiaries. The Company owns between approximately 65 % and 87 % of the equity interests of these entities, and noncontrolling partners own the remaining equity interests. The Company manages each of these facilities, is responsible for the day-to-day operations and, therefore, has the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. These activities include, but are not limited to, behavioral healthcare services, human resource and employment-related decisions, marketing and finance. The terms of the agreements governing each of the Company’s VIEs prohibit the Company from using the assets of each VIE to satisfy the obligations of other entities. Consolidated assets at September 30, 2023 and December 31, 2022 include total assets of variable interest entities of $ 535.8 million and $ 434.2 million, respectively, which cannot be used to settle the obligations of other entities. Consolidated liabilities at September 30, 2023 and December 31, 2022 include total liabilities of variable interest entities of $ 25.5 million and $ 24.4 million, respectively. The consolidated VIEs assets and liabilities in the Company’s condensed consolidated balance sheets are shown below (in thousands): September 30, December 31, Cash and cash equivalents $ 50,531 $ 32,478 Accounts receivable, net 28,643 23,789 Other current assets 2,757 2,561 Total current assets 81,931 58,828 Property and equipment, net 387,159 313,358 Goodwill 42,384 39,564 Intangible assets, net 18,263 16,139 Operating lease right-of-use assets 6,034 6,284 Total assets $ 535,771 $ 434,173 Accounts payable $ 6,419 $ 4,650 Accrued salaries and benefits 6,531 6,866 Current portion of operating lease liabilities 263 233 Other accrued liabilities 6,044 6,179 Total current liabilities 19,257 17,928 Operating lease liabilities 6,232 6,433 Total liabilities $ 25,489 $ 24,361 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 15. Equity-Based Compensation Equity Incentive Plans The Company issues stock-based awards, including stock options, restricted stock and restricted stock units, to certain officers, employees and non-employee directors under the Acadia Healthcare Company, Inc. Incentive Compensation Plan (the “Equity Incentive Plan”). At September 30, 2023, a maximum of 12,700,000 shares of the Company’s common stock were authorized for issuance as stock options, restricted stock and restricted stock units or other share-based compensation under the Equity Incentive Plan, of which 2,667,821 were available for future grant. Stock options may be granted for terms of up to ten years . The Company recognizes expense on all share-based awards on a straight-line basis over the requisite service period of the entire award. Grants to employees generally vest in annual increments of 25 % each year, commencing one year after the date of grant. The exercise prices of stock options are equal to the most recent closing price of the Company’s common stock on the most recent trading date prior to the date of grant. The Company recognized $ 8.2 million and $ 7.2 million in equity-based compensation expense for the three months ended September 30, 2023 and 2022 and $ 23.1 million and $ 21.7 million for the nine months ended September 30, 2023 and 2022, respectively. Stock compensation expense for the nine months ended September 30, 2023 and 2022 is impacted by forfeiture adjustments and restricted stock unit adjustments based on actual performance compared to vesting targets. At September 30, 2023, there was $ 80.9 million of unrecognized compensation expense related to unvested options, restricted stock and restricted stock units, which is expected to be recognized over the remaining weighted average vesting period of 1.4 years. The Company recognized a deferred income tax benefit of $ 2.2 million and $ 2.0 million for the three months ended September 30, 2023 and 2022, respectively, related to equity-based compensation expense. The Company recognized a deferred income tax benefit of $ 6.3 million and $ 5.9 million for the nine months ended September 30, 2023 and 2022, respectively. Stock Options Stock option activity during 2022 and 2023 was as follows: Number Weighted Weighted Aggregate Options outstanding at January 1, 2022 1,106,069 $ 42.07 Options granted 334,260 55.73 Options exercised ( 285,577 ) 40.66 Options cancelled ( 175,475 ) 46.98 Options outstanding at December 31, 2022 979,277 46.27 Options granted 271,740 79.32 Options exercised ( 161,507 ) 40.50 Options cancelled ( 99,990 ) 56.68 Options outstanding at September 30, 2023 989,520 $ 55.24 7.39 $ 20,815 Options exercisable at September 30, 2023 392,795 $ 42.69 5.73 $ 12,705 Fair values are estimated using the Black-Scholes option pricing model. The following table summarizes the grant-date fair value of options and the assumptions used to develop the fair value estimates for options granted during the nine months ended September 30, 2023 and year ended December 31, 2022: September 30, December 31, Weighted average grant-date fair value of options $ 31.11 $ 20.72 Risk-free interest rate 4.1 % 2.0 % Expected volatility 37 % 39 % Expected life (in years) 5.0 5.0 The Company’s estimate of expected volatility for stock options is based upon the volatility of its stock price over the expected life of the award. The risk-free interest rate is the approximate yield on U.S. Treasury Strips having a life equal to the expected option life on the date of grant. The expected life is an estimate of the number of years an option will be held before it is exercised. Other Stock-Based Awards Restricted stock activity during 2022 and 2023 was as follows: Number of Weighted Unvested at January 1, 2022 926,627 $ 37.84 Granted 650,396 64.65 Cancelled ( 145,205 ) 49.03 Vested ( 386,616 ) 32.64 Unvested at December 31, 2022 1,045,202 $ 54.89 Granted 515,202 76.53 Cancelled ( 175,705 ) 56.55 Vested ( 373,983 ) 49.44 Unvested at September 30, 2023 1,010,716 $ 67.65 Restricted stock unit activity during 2022 and 2023 was as follows: Number of Weighted Unvested at January 1, 2022 1,504,420 $ 23.20 Granted 105,311 73.96 Performance adjustment 182,543 33.05 Cancelled — — Vested ( 518,474 ) 43.16 Unvested at December 31, 2022 1,273,800 $ 20.69 Granted 177,509 70.98 Performance adjustment 388,124 15.47 Cancelled ( 114,908 ) 69.07 Vested ( 1,408,195 ) 10.60 Unvested at September 30, 2023 316,330 $ 69.84 Restricted stock awards are time-based vesting awards that vest over a period of three or four years and are subject to continuing service of the employee or non-employee director over the ratable vesting periods. The fair values of the restricted stock awards were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date. Restricted stock units are granted to employees and are subject to Company performance compared to pre-established targets. In addition to Company performance, these performance-based restricted stock units are subject to the continuing service of the employee during the three-year period covered by the awards. The performance condition for the restricted stock units is based on the Company’s achievement of annually established targets for diluted earnings per share. The number of shares issuable at the end of the applicable vesting period of restricted stock units ranges from 0 % to 200 % of the targeted units based on the Company’s actual performance compared to the targets. The fair values of restricted stock units were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date for units subject to performance conditions. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The provision for income taxes for the three months ended September 30, 2023 and 2022 reflects effective tax rates of 25.0 % and 24.8 % , and 28.4 % and 24.2 % for the nine months ended September 30, 2023 and 2022, respectively. As the Company continues to monitor the implications of potential tax legislation in each of its jurisdictions, the Company may adjust estimates and record additional amounts for tax assets and liabilities. Any adjustments to the Company’s tax assets and liabilities could materially impact the provision for income taxes and its effective tax rate in the periods in which they are made. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. Fair Value Measurements The carrying amounts reported for cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value because of the short-term maturity of these instruments. The carrying amounts and fair values of the Credit Facility, 5.500% Senior Notes and 5.000% Senior Notes at September 30, 2023 and December 31, 2022 were as follows (in thousands): Carrying Amount Fair Value September 30, December 31, September 30, December 31, Credit Facility $ 461,033 $ 471,489 $ 461,033 $ 471,489 5.500% Senior Notes due 2028 $ 445,325 $ 444,694 $ 416,379 $ 422,459 5.000% Senior Notes due 2029 $ 470,159 $ 469,609 $ 423,754 $ 433,214 The Credit Facility, 5.500 % Senior Notes and 5.000 % Senior Notes were categorized as Level 2 in the GAAP fair value hierarchy. Fair values were based on trading activity among the Company’s lenders and the average bid and ask price as determined using published rates. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events See Note 12 – Commitments and Contingencies for a discussion of developments related to the Cases following September 30, 2023. |
Revenue (Tables)
Revenue (Tables) - U.S. Facilities [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Revenue Attributed to Each Category | The table below presents total revenue attributed to each category (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Acute inpatient psychiatric facilities $ 382,406 $ 340,929 $ 1,113,632 $ 984,224 Specialty treatment facilities 158,705 145,799 462,916 419,764 Comprehensive treatment centers 129,645 106,679 368,618 310,080 Residential treatment centers 79,578 73,325 240,772 221,036 Revenue $ 750,334 $ 666,732 $ 2,185,938 $ 1,935,104 |
Schedule of Revenue and Percentage Generated by Each Payor Type | The following table presents the Company’s revenue by payor type and as a percentage of revenue (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Amount % Amount % Amount % Amount % Commercial $ 212,328 28.3 % $ 193,626 29.0 % $ 625,330 28.6 % $ 590,966 30.5 % Medicare 117,348 15.6 % 101,246 15.2 % 335,819 15.4 % 293,339 15.2 % Medicaid 400,483 53.4 % 343,067 51.5 % 1,156,766 52.9 % 970,591 50.2 % Self-Pay 15,524 2.1 % 20,013 3.0 % 52,026 2.4 % 58,390 3.0 % Other 4,651 0.6 % 8,780 1.3 % 15,997 0.7 % 21,818 1.1 % Revenue $ 750,334 100.0 % $ 666,732 100.0 % $ 2,185,938 100.0 % $ 1,935,104 100.0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net (loss) income attributable to Acadia Healthcare Company, Inc. $ ( 217,710 ) $ 71,099 $ ( 79,396 ) $ 212,015 Denominator: Weighted average shares outstanding for basic earnings per share 91,168 89,833 90,852 89,607 Effects of dilutive instruments — 1,890 — 2,061 Shares used in computing diluted earnings per common share 91,168 91,723 90,852 91,668 (Loss) earnings per share attributable to Acadia Healthcare Basic $ ( 2.39 ) $ 0.79 $ ( 0.87 ) $ 2.37 Diluted $ ( 2.39 ) $ 0.78 $ ( 0.87 ) $ 2.31 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Summary of Changes in Goodwill | The changes in goodwill are as follows (in thousands): Balance at January 1, 2022 $ 2,199,937 Increase from acquisitions 9,488 Adjustments related to 2021 acquisitions 8,761 Increase from contributions of redeemable noncontrolling interests 4,619 Balance at December 31, 2022 2,222,805 Increase from acquisitions 336 Increase from contributions of redeemable noncontrolling interests 2,821 Balance at September 30, 2023 $ 2,225,962 |
Transaction Related Expenses as Incurred | Transaction-related expenses comprised the following costs for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Legal, accounting and other acquisition-related costs $ 4,196 $ 2,020 $ 6,761 $ 4,696 Management transition costs 3,615 5,626 14,590 7,826 Termination and restructuring costs 3,436 3,213 5,441 5,859 $ 11,247 $ 10,859 $ 26,792 $ 18,381 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other current assets consisted of the following (in thousands): September 30, December 31, Income taxes receivable $ 102,365 $ 5,767 Prepaid expenses 38,082 27,052 Insurance receivable – current portion 36,579 10,158 Assets held for sale 30,522 8,347 Other receivables 14,288 15,371 Workers’ compensation deposits – current portion 12,000 12,000 Inventory 5,475 5,087 Other 1,907 2,255 Other current assets $ 241,218 $ 86,037 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following (in thousands): September 30, December 31, Land $ 182,393 $ 169,137 Building and improvements 1,997,522 1,797,809 Equipment 345,873 292,200 Construction in progress 353,001 349,473 2,878,789 2,608,619 Less: accumulated depreciation ( 733,190 ) ( 656,574 ) Property and equipment, net $ 2,145,599 $ 1,952,045 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Identifiable Intangible Assets and Related Accumulated Amortization | Other identifiable intangible assets and related accumulated amortization consisted of the following (in thousands): Gross Carrying Amount Accumulated Amortization September 30, December 31, September 30, December 31, Intangible assets subject to amortization: Non-compete agreements $ 1,131 $ 1,131 $ ( 1,131 ) $ ( 1,131 ) Intangible assets not subject to amortization: Licenses and accreditations 11,651 11,512 — — Trade names 43,210 45,935 — — Certificates of need 18,950 18,594 — — 73,811 76,041 — — Total $ 74,942 $ 77,172 $ ( 1,131 ) $ ( 1,131 ) |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): September 30, December 31, Accrued legal settlements $ 394,181 $ — Insurance liability – current portion 38,690 12,128 Accrued expenses 35,000 26,699 Cost report payable 20,527 13,738 Accrued interest 17,400 17,596 Accrued property taxes 11,684 9,009 Government relief funds 4,534 8,975 Contract liabilities 2,585 6,653 Finance lease liabilities 990 990 Income taxes payable 696 1,338 Other 13,660 13,466 Other accrued liabilities $ 539,947 $ 110,592 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Long-term debt consisted of the following (in thousands): September 30, December 31, Credit Facility: Term Loan A $ 382,500 $ 398,438 Revolving Line of Credit 80,000 75,000 5.500 % Senior Notes due 2028 450,000 450,000 5.000 % Senior Notes due 2029 475,000 475,000 Less: unamortized debt issuance costs, discount and ( 10,983 ) ( 12,647 ) 1,376,517 1,385,791 Less: current portion ( 26,563 ) ( 21,250 ) Long-term debt $ 1,349,954 $ 1,364,541 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Summary of Redeemable Noncontrolling Interests | The components of redeemable noncontrolling interests are as follows (in thousands): Balance at January 1, 2022 $ 65,388 Contributions from noncontrolling partners in joint ventures 21,162 Net income attributable to noncontrolling interests 6,894 Acquisition of ownership interests from noncontrolling partners ( 4,183 ) Distributions to noncontrolling partners in joint ventures ( 1,004 ) Balance at December 31, 2022 88,257 Contributions from noncontrolling partners in joint ventures 8,827 Net income attributable to noncontrolling interests 3,978 Distributions to noncontrolling partners in joint ventures ( 3,480 ) Balance at September 30, 2023 $ 97,582 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Consolidated VIEs Assets and Liabilities | The consolidated VIEs assets and liabilities in the Company’s condensed consolidated balance sheets are shown below (in thousands): September 30, December 31, Cash and cash equivalents $ 50,531 $ 32,478 Accounts receivable, net 28,643 23,789 Other current assets 2,757 2,561 Total current assets 81,931 58,828 Property and equipment, net 387,159 313,358 Goodwill 42,384 39,564 Intangible assets, net 18,263 16,139 Operating lease right-of-use assets 6,034 6,284 Total assets $ 535,771 $ 434,173 Accounts payable $ 6,419 $ 4,650 Accrued salaries and benefits 6,531 6,866 Current portion of operating lease liabilities 263 233 Other accrued liabilities 6,044 6,179 Total current liabilities 19,257 17,928 Operating lease liabilities 6,232 6,433 Total liabilities $ 25,489 $ 24,361 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Activity | Stock option activity during 2022 and 2023 was as follows: Number Weighted Weighted Aggregate Options outstanding at January 1, 2022 1,106,069 $ 42.07 Options granted 334,260 55.73 Options exercised ( 285,577 ) 40.66 Options cancelled ( 175,475 ) 46.98 Options outstanding at December 31, 2022 979,277 46.27 Options granted 271,740 79.32 Options exercised ( 161,507 ) 40.50 Options cancelled ( 99,990 ) 56.68 Options outstanding at September 30, 2023 989,520 $ 55.24 7.39 $ 20,815 Options exercisable at September 30, 2023 392,795 $ 42.69 5.73 $ 12,705 |
Schedule of Stock Options Valuation Assumptions | The following table summarizes the grant-date fair value of options and the assumptions used to develop the fair value estimates for options granted during the nine months ended September 30, 2023 and year ended December 31, 2022: September 30, December 31, Weighted average grant-date fair value of options $ 31.11 $ 20.72 Risk-free interest rate 4.1 % 2.0 % Expected volatility 37 % 39 % Expected life (in years) 5.0 5.0 |
Restricted Stock Activity | Restricted stock activity during 2022 and 2023 was as follows: Number of Weighted Unvested at January 1, 2022 926,627 $ 37.84 Granted 650,396 64.65 Cancelled ( 145,205 ) 49.03 Vested ( 386,616 ) 32.64 Unvested at December 31, 2022 1,045,202 $ 54.89 Granted 515,202 76.53 Cancelled ( 175,705 ) 56.55 Vested ( 373,983 ) 49.44 Unvested at September 30, 2023 1,010,716 $ 67.65 |
Restricted Stock Unit Activity | Restricted stock unit activity during 2022 and 2023 was as follows: Number of Weighted Unvested at January 1, 2022 1,504,420 $ 23.20 Granted 105,311 73.96 Performance adjustment 182,543 33.05 Cancelled — — Vested ( 518,474 ) 43.16 Unvested at December 31, 2022 1,273,800 $ 20.69 Granted 177,509 70.98 Performance adjustment 388,124 15.47 Cancelled ( 114,908 ) 69.07 Vested ( 1,408,195 ) 10.60 Unvested at September 30, 2023 316,330 $ 69.84 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Company's Credit Facilities and Contingent Consideration Liabilities | The carrying amounts and fair values of the Credit Facility, 5.500% Senior Notes and 5.000% Senior Notes at September 30, 2023 and December 31, 2022 were as follows (in thousands): Carrying Amount Fair Value September 30, December 31, September 30, December 31, Credit Facility $ 461,033 $ 471,489 $ 461,033 $ 471,489 5.500% Senior Notes due 2028 $ 445,325 $ 444,694 $ 416,379 $ 422,459 5.000% Senior Notes due 2029 $ 470,159 $ 469,609 $ 423,754 $ 433,214 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 Bed State Facility | |
Accounting Policies [Abstract] | |
Number of facilities | Facility | 253 |
Number of beds | Bed | 11,100 |
Number of operating states | State | 39 |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Additional Information) (Details) | Sep. 30, 2023 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect | true |
ASU 2021-10 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 31, 2022 |
ASU 2020-04 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Mar. 31, 2023 |
Revenue - Schedule of Revenue A
Revenue - Schedule of Revenue Attributed to Each Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 750,334 | $ 666,732 | $ 2,185,938 | $ 1,935,104 |
U.S. Facilities [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 750,334 | 666,732 | 2,185,938 | 1,935,104 |
U.S. Facilities [Member] | Acute Inpatient Psychiatric Facilities [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 382,406 | 340,929 | 1,113,632 | 984,224 |
U.S. Facilities [Member] | Specialty Treatment Facilities [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 158,705 | 145,799 | 462,916 | 419,764 |
U.S. Facilities [Member] | Comprehensive Treatment Centers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 129,645 | 106,679 | 368,618 | 310,080 |
U.S. Facilities [Member] | Residential Treatment Centers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 79,578 | $ 73,325 | $ 240,772 | $ 221,036 |
Revenue - Schedule of Revenue_2
Revenue - Schedule of Revenue and Percentage Generated by Each Payor Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 750,334 | $ 666,732 | $ 2,185,938 | $ 1,935,104 |
U.S. Facilities [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 750,334 | $ 666,732 | $ 2,185,938 | $ 1,935,104 |
Revenue, Percentage | 100% | 100% | 100% | 100% |
U.S. Facilities [Member] | Commercial [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 212,328 | $ 193,626 | $ 625,330 | $ 590,966 |
Revenue, Percentage | 28.30% | 29% | 28.60% | 30.50% |
U.S. Facilities [Member] | Medicare [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 117,348 | $ 101,246 | $ 335,819 | $ 293,339 |
Revenue, Percentage | 15.60% | 15.20% | 15.40% | 15.20% |
U.S. Facilities [Member] | Medicaid [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 400,483 | $ 343,067 | $ 1,156,766 | $ 970,591 |
Revenue, Percentage | 53.40% | 51.50% | 52.90% | 50.20% |
U.S. Facilities [Member] | Self-Pay [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 15,524 | $ 20,013 | $ 52,026 | $ 58,390 |
Revenue, Percentage | 2.10% | 3% | 2.40% | 3% |
U.S. Facilities [Member] | Other [Member] | ||||
Health Care Organization, Receivable and Revenue Disclosures [Line Items] | ||||
Revenue | $ 4,651 | $ 8,780 | $ 15,997 | $ 21,818 |
Revenue, Percentage | 0.60% | 1.30% | 0.70% | 1.10% |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | |||||||||
Net (loss) income attributable to Acadia Healthcare Company, Inc. | $ (217,710) | $ 72,299 | $ 66,015 | $ 61,124 | $ 71,099 | $ 80,079 | $ 60,837 | $ (79,396) | $ 212,015 |
Denominator: | |||||||||
Weighted average shares outstanding for basic earnings per share | 91,168 | 89,833 | 90,852 | 89,607 | |||||
Effects of dilutive instruments | 1,890 | 2,061 | |||||||
Shares used in computing diluted earnings per common share | 91,168 | 91,723 | 90,852 | 91,668 | |||||
Basic earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: | |||||||||
Basic | $ (2.39) | $ 0.79 | $ (0.87) | $ 2.37 | |||||
Diluted earnings per share attributable to Acadia Healthcare Company, Inc. stockholders: | |||||||||
Diluted | $ (2.39) | $ 0.78 | $ (0.87) | $ 2.31 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Excluded common stock for computation of diluted earnings per share | 0.4 | 0.1 | 0.4 | 0.6 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Excluded common stock for computation of diluted earnings per share | 0.5 | 0.8 |
Acquisitions - Summary of Chang
Acquisitions - Summary of Changes in Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Combinations [Abstract] | ||
Goodwill balance | $ 2,222,805 | $ 2,199,937 |
Goodwill, Acquired During Period | 336 | 9,488 |
Adjustments related to 2021 acquisitions | 8,761 | |
Increase from contributions of redeemable noncontrolling interests | 2,821 | 4,619 |
Goodwill balance | $ 2,225,962 | $ 2,222,805 |
Acquisitions - Transaction Rela
Acquisitions - Transaction Related Expenses as Incurred (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combinations [Abstract] | ||||
Legal, accounting and other acquisition-related costs | $ 4,196 | $ 2,020 | $ 6,761 | $ 4,696 |
Management transition costs | 3,615 | 5,626 | 14,590 | 7,826 |
Termination and restructuring costs | 3,436 | 3,213 | 5,441 | 5,859 |
Transaction-related expenses | $ 11,247 | $ 10,859 | $ 26,792 | $ 18,381 |
Other Current Assets - Other Cu
Other Current Assets - Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income taxes receivable | $ 102,365 | $ 5,767 |
Prepaid expenses | 38,082 | 27,052 |
Insurance receivable – current portion | 36,579 | 10,158 |
Assets held for sale | 30,522 | 8,347 |
Other receivables | 14,288 | 15,371 |
Workers’ compensation deposits – current portion | 12,000 | 12,000 |
Inventory | 5,475 | 5,087 |
Other | 1,907 | 2,255 |
Other current assets | $ 241,218 | $ 86,037 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,878,789 | $ 2,608,619 |
Less: accumulated depreciation | (733,190) | (656,574) |
Property and equipment, net | 2,145,599 | 1,952,045 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 182,393 | 169,137 |
Building and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,997,522 | 1,797,809 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 345,873 | 292,200 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 353,001 | $ 349,473 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Other Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Assets held for sale | $ 30.5 | $ 8.3 |
Loss on Impairment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Non-cash property impairment charge relating to closure of facilities | 2 | |
Non-cash operating lease right-of-use asset impairment charge related to closure of facilities | $ 2 |
Other Intangible Assets - Other
Other Intangible Assets - Other Identifiable Intangible Assets and Related Accumulated Amortization (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | $ 73,811 | $ 76,041 |
Total | 74,942 | 77,172 |
Total | (1,131) | (1,131) |
Non-Compete Agreements [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, Gross Carrying Amount | 1,131 | 1,131 |
Intangible assets subject to amortization, Accumulated Amortization | (1,131) | (1,131) |
Licenses and Accreditations [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | 11,651 | 11,512 |
Trade Names [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | 43,210 | 45,935 |
Certificates of Need [Member] | ||
Schedule Of Finite and Indefinite Lived Other Intangible Assets [Line Items] | ||
Intangible assets not subject to amortization, Gross Carrying Amount | $ 18,950 | $ 18,594 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Non-cash indefinite-lived intangible asset impairment charge | $ 4.7 |
The CARES Act - Additional Info
The CARES Act - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 24, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CARES Act [Line Items] | |||||||||
Income from relief fund | $ 4,442 | $ 7,656 | $ 4,442 | $ 16,206 | $ 32,800 | ||||
Expected repay of payroll tax deferrals | $ 39,300 | ||||||||
CARES Act [Member] | |||||||||
CARES Act [Line Items] | |||||||||
Offer of eligible relief amount | 100,000,000 | ||||||||
Additional offer of eligible relief amount | $ 75,000,000 | ||||||||
Cash benefit relating to delay of payment of social security payroll taxes | 39,300 | ||||||||
Remaining unrecognized provider relief funds | 4,500 | $ 4,500 | $ 9,000 | ||||||
CARES Act [Member] | American Rescue Plan [Member] | |||||||||
CARES Act [Line Items] | |||||||||
Income from relief fund | $ 4,400 | ||||||||
CARES Act [Member] | Medicare [Member] | |||||||||
CARES Act [Line Items] | |||||||||
Repayment of advanced payments | $ 25,100 | ||||||||
Percentage of increase in medicare reimbursement rate | 2% | ||||||||
Percentage of reduced in medicare reimbursement rate | 1% | 1% | |||||||
CARES Act [Member] | Public Health and Social Services Emergency Fund [Member] | |||||||||
CARES Act [Line Items] | |||||||||
Receipt of CARES Act of 2020 aid amount | $ 34,900 | ||||||||
Income from relief fund | 21,500 | 17,900 | |||||||
Receipt of additional CARES Act of 2020 aid amount | 7,700 | $ 24,200 | |||||||
CARES Act [Member] | Public Health and Social Services Emergency Fund [Member] | American Rescue Plan [Member] | |||||||||
CARES Act [Line Items] | |||||||||
Receipt of additional CARES Act of 2020 aid amount | 14,200 | ||||||||
CARES Act [Member] | CMS' Accelerated and Advance Payment Program [Member] | |||||||||
CARES Act [Line Items] | |||||||||
Repayment of advanced payments | $ 20,100 | ||||||||
CARES Act [Member] | CMS' Accelerated and Advance Payment Program [Member] | Medicare [Member] | |||||||||
CARES Act [Line Items] | |||||||||
Amount of advance payment received | $ 45,200 |
Other Accrued Liabilities - Sum
Other Accrued Liabilities - Summary of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued legal settlements | $ 394,181 | |
Insurance liability – current portion | 38,690 | $ 12,128 |
Accrued expenses | 35,000 | 26,699 |
Cost report payable | 20,527 | 13,738 |
Accrued interest | 17,400 | 17,596 |
Accrued property taxes | 11,684 | 9,009 |
Government relief funds | 4,534 | 8,975 |
Contract liabilities | 2,585 | 6,653 |
Finance lease liabilities | 990 | 990 |
Income taxes payable | 696 | 1,338 |
Other | 13,660 | 13,466 |
Other accrued liabilities | $ 539,947 | $ 110,592 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 17, 2021 |
Debt Instrument [Line Items] | |||
Less: unamortized debt issuance costs, discount and premium | $ (10,983) | $ (12,647) | |
Long-term debt | 1,376,517 | 1,385,791 | |
Less: current portion | (26,563) | (21,250) | |
Long-term debt | 1,349,954 | 1,364,541 | |
Credit Facility [Member] | Term Loan A [Member] | |||
Debt Instrument [Line Items] | |||
Revolving Facility | 382,500 | 398,438 | $ 425,000 |
Credit Facility [Member] | Senior Secured Revolving Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Revolving Facility | 80,000 | 75,000 | $ 600,000 |
5.500% Senior Notes due 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | 450,000 | 450,000 | |
5.000% Senior Notes due 2029 [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes | $ 475,000 | $ 475,000 |
Long-Term Debt - Components o_2
Long-Term Debt - Components of Long-Term Debt (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Oct. 14, 2020 | Jun. 24, 2020 | |
5.000% Senior Notes due 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 5% | 5% | 5% | |
Senior notes maturity year | 2029 | 2029 | ||
5.500% Senior Notes due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 5.50% | 5.50% | 5.50% | |
Senior notes maturity year | 2028 | 2028 |
Long-Term Debt (Credit Facility
Long-Term Debt (Credit Facility) - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Mar. 30, 2023 | Mar. 17, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Borrowings on revolving credit facility | $ 40,000,000 | ||||
Repayments of revolving facility | 35,000,000 | $ 85,000,000 | |||
Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Date entered into an agreement | Mar. 17, 2021 | ||||
Borrowings on revolving credit facility | 40,000,000 | ||||
Amount available under revolving line of credit | 516,500,000 | ||||
Repayments of revolving facility | $ 35,000,000 | ||||
Term loan remaining balance due date | Mar. 17, 2026 | ||||
Maximum incremental debt amount | $ 480,000,000 | ||||
Incremental debt amount maximum percentage of consolidated EBITDA | 100% | ||||
Consolidated senior secured net leverage ratio | 350% | ||||
Maximum consolidated net leverage ratio | 500% | ||||
Minimum interest coverage ratio | 300% | ||||
Credit Facility [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Unused fee payable percentage | 0.35% | ||||
Credit Facility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Unused fee payable percentage | 0.20% | ||||
Credit Facility [Member] | Base Rate Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Credit Facility [Member] | Base Rate Loans [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Credit Facility [Member] | Base Rate Loans [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.375% | ||||
Credit Facility [Member] | SOFR Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.10% | ||||
Credit Facility [Member] | SOFR Loans [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Credit Facility [Member] | SOFR Loans [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.375% | ||||
Credit Facility [Member] | September 30, 2023 to March 31, 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan principal repayments | $ 5,300,000 | ||||
Credit Facility [Member] | June 30, 2024 to March 31, 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan principal repayments | 8,000,000 | ||||
Credit Facility [Member] | June 30, 2025 to December 31, 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Term loan principal repayments | 10,600,000 | ||||
Credit Facility [Member] | Senior Secured Revolving Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit outstanding principal amount | $ 600,000,000 | 80,000,000 | 75,000,000 | ||
Credit Facility [Member] | Term Loan A- Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit outstanding principal amount | $ 425,000,000 | 382,500,000 | $ 398,438,000 | ||
Debt instrument maturity date | Mar. 17, 2026 | ||||
Credit Facility [Member] | Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit outstanding principal amount | $ 20,000,000 | ||||
Credit Facility [Member] | Swingline Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit outstanding principal amount | $ 20,000,000 | ||||
Credit Facility [Member] | Standby Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit outstanding principal amount | $ 3,500,000 |
Long-Term Debt (5.500% Senior N
Long-Term Debt (5.500% Senior Notes due 2028) - Additional Information (Detail) - 5.500% Senior Notes due 2028 [Member] - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 24, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Issued Senior Notes | $ 450 | ||
Debt instrument interest rate | 5.50% | 5.50% | 5.50% |
Debt instrument maturity date | Jul. 01, 2028 | ||
Interest on the notes | payable semi-annually in arrears on January 1 and July 1 of each year |
Long-Term Debt (5.000% Senior N
Long-Term Debt (5.000% Senior Notes due 2029) - Additional Information (Detail) - 5.000% Senior Notes due 2029 [Member] - USD ($) $ in Millions | 9 Months Ended | ||
Oct. 14, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Issued Senior Notes | $ 475 | ||
Debt instrument interest rate | 5% | 5% | 5% |
Debt instrument maturity date | Apr. 15, 2029 | ||
Interest on the notes | payable semi-annually in arrears on April 15 and October 15 of each year. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Oct. 30, 2023 | Jul. 07, 2023 | Aug. 31, 2023 | Sep. 30, 2023 | |
Loss Contingencies [Line Items] | ||||
Legal settlement agreement terms | The Company currently intends to pay the funds associated with the settlement agreements from a combination of insurance, cash on hand and existing credit lines. The settlement amounts must be paid within 30 days from the District Court’s approval of the settlement agreements. | |||
Legal settlements libility | $ 394,181,000 | |||
Inman Litigation [Member] | Compensatory Damages [Member] | ||||
Loss Contingencies [Line Items] | ||||
Awarded plaintiff damages amount | $ 80,000,000 | |||
Inman Litigation [Member] | Punitive Damages [Member] | ||||
Loss Contingencies [Line Items] | ||||
Awarded plaintiff damages amount | $ 405,000,000 | |||
Subsequent Event [Member] | ||||
Loss Contingencies [Line Items] | ||||
Aggregate amount on settlement agreements | $ 400,000,000 | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Maximum coverage limit per claim | $ 5,000,000 | 7,000,000 | ||
Reinsurance policy aggregate policy limit | 75,000,000 | 78,000,000 | ||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Maximum professional liability for certain other claims thereafter | 10,000,000 | 10,000,000 | ||
Reinsurance policy aggregate policy limit | $ 70,000,000 | $ 75,000,000 |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 Facility | |
Noncontrolling Interest [Line Items] | |
Number of facilities operated by non-wholly owned subsidiaries | 10 |
Non-Wholly Owned Subsidiaries [Member] | Minimum [Member] | |
Noncontrolling Interest [Line Items] | |
Equity ownership interests percentage in the facility | 65% |
Non-Wholly Owned Subsidiaries [Member] | Maximum [Member] | |
Noncontrolling Interest [Line Items] | |
Equity ownership interests percentage in the facility | 87% |
Noncontrolling Interests - Summ
Noncontrolling Interests - Summary of Redeemable Noncontrolling Interests (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Beginning Balance | $ 88,257 | $ 65,388 |
Contributions from noncontrolling partners in joint ventures | 8,827 | 21,162 |
Net income attributable to noncontrolling interests | 3,978 | 6,894 |
Acquisition of ownership interests from noncontrolling partners | (4,183) | |
Distributions to noncontrolling partners in joint ventures | (3,480) | (1,004) |
Ending Balance | $ 97,582 | $ 88,257 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) Facility | Dec. 31, 2022 USD ($) | |
Variable Interest Entity [Line Items] | ||
Consolidated assets | $ 5,346,218 | $ 4,987,901 |
Consolidated liabilities | $ 2,536,074 | 2,086,917 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Number of facilities operated through non-wholly owned subsidiaries | Facility | 10 | |
Consolidated assets | $ 535,771 | 434,173 |
Consolidated liabilities | $ 25,489 | $ 24,361 |
Variable Interest Entity, Primary Beneficiary [Member] | Minimum [Member] | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, ownership percentage | 65% | |
Variable Interest Entity, Primary Beneficiary [Member] | Maximum [Member] | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, ownership percentage | 87% |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Consolidated VIEs Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | $ 99,591 | $ 97,649 | |
Accounts receivable, net | 362,666 | 322,439 | |
Other current assets | 241,218 | 86,037 | |
Total current assets | 703,475 | 506,125 | |
Property and equipment, net | 2,145,599 | 1,952,045 | |
Goodwill | 2,225,962 | 2,222,805 | $ 2,199,937 |
Intangible assets, net | 73,811 | 76,041 | |
Operating lease right-of-use assets | 122,090 | 135,238 | |
Total assets | 5,346,218 | 4,987,901 | |
Accounts payable | 149,874 | 104,723 | |
Accrued salaries and benefits | 122,264 | 125,298 | |
Current portion of operating lease liabilities | 26,242 | 26,463 | |
Other accrued liabilities | 539,947 | 110,592 | |
Total current liabilities | 864,890 | 388,326 | |
Operating lease liabilities | 104,873 | 116,429 | |
Other liabilities | 145,907 | 125,033 | |
Total liabilities | 2,536,074 | 2,086,917 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Cash and cash equivalents | 50,531 | 32,478 | |
Accounts receivable, net | 28,643 | 23,789 | |
Other current assets | 2,757 | 2,561 | |
Total current assets | 81,931 | 58,828 | |
Property and equipment, net | 387,159 | 313,358 | |
Goodwill | 42,384 | 39,564 | |
Intangible assets, net | 18,263 | 16,139 | |
Operating lease right-of-use assets | 6,034 | 6,284 | |
Total assets | 535,771 | 434,173 | |
Accounts payable | 6,419 | 4,650 | |
Accrued salaries and benefits | 6,531 | 6,866 | |
Current portion of operating lease liabilities | 263 | 233 | |
Other accrued liabilities | 6,044 | 6,179 | |
Total current liabilities | 19,257 | 17,928 | |
Operating lease liabilities | 6,232 | 6,433 | |
Total liabilities | $ 25,489 | $ 24,361 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized common stock | 12,700,000 | 12,700,000 | ||
Annual increments in employee grants | 25% | |||
Equity incentive plan available for future grant | 2,667,821 | 2,667,821 | ||
Stock options, contractual term | 10 years | |||
Equity-based compensation expense | $ 8,163 | $ 7,240 | $ 23,140 | $ 21,745 |
Unrecognized compensation expense related to unvested options | $ 80,900 | |||
Vesting period | 1 year 4 months 24 days | |||
Deferred income tax benefit | $ (21,655) | 20,176 | ||
Stock Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred income tax benefit | $ 2,200 | $ 2,000 | $ 6,300 | $ 5,900 |
Restricted Stock Award [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Restricted Stock Award [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Restricted Stock Units [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issuable at the end of the vesting period, percentage | 0% | |||
Restricted Stock Units [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issuable at the end of the vesting period, percentage | 200% |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | ||
Options outstanding, Beginning balance | shares | 979,277 | 1,106,069 |
Options granted | shares | 271,740 | 334,260 |
Options exercised | shares | (161,507) | (285,577) |
Options cancelled | shares | (99,990) | (175,475) |
Options outstanding, Ending balance | shares | 989,520 | 979,277 |
Options exercisable, Ending balance | shares | 392,795 | |
Options outstanding, Weighted Average Exercise Price, Beginning balance | $ / shares | $ 46.27 | $ 42.07 |
Options granted, Weighted Average Exercise Price | $ / shares | 79.32 | 55.73 |
Options exercised, Weighted Average Exercise Price | $ / shares | 40.5 | 40.66 |
Options cancelled, Weighted Average Exercise Price | $ / shares | 56.68 | 46.98 |
Options outstanding, Weighted Average Exercise Price, Ending balance | $ / shares | 55.24 | $ 46.27 |
Options exercisable, Weighted Average Exercise Price, Ending balance | $ / shares | $ 42.69 | |
Options outstanding, Weighted Average Remaining Contractual Term | 7 years 4 months 20 days | |
Options exercisable, Weighted Average Remaining Contractual Term, Ending balance | 5 years 8 months 23 days | |
Options outstanding, Aggregate Intrinsic Value | $ | $ 20,815 | |
Options exercisable, Aggregate Intrinsic Value, Ending balance | $ | $ 12,705 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Stock Options Valuation Assumptions (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Weighted average grant-date fair value of options | $ 31.11 | $ 20.72 |
Risk-free interest rate | 4.10% | 2% |
Expected volatility | 37% | 39% |
Expected life (in years) | 5 years | 5 years |
Equity-Based Compensation - Res
Equity-Based Compensation - Restricted Stock Activity (Detail) - Restricted Stock Award [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, Number of Shares/Units, Beginning balance | 1,045,202 | 926,627 |
Granted, Number of Shares | 515,202 | 650,396 |
Cancelled, Number of Shares | (175,705) | (145,205) |
Vested, Number of Shares | (373,983) | (386,616) |
Unvested, Number of Shares/Units, Ending balance | 1,010,716 | 1,045,202 |
Unvested, Weighted Average Grant-Date Fair Value, Beginning balance | $ 54.89 | $ 37.84 |
Granted, Weighted Average Grant-Date Fair Value | 76.53 | 64.65 |
Cancelled, Weighted Average Grant-Date Fair Value | 56.55 | 49.03 |
Vested, Weighted Average Grant-Date Fair Value | 49.44 | 32.64 |
Unvested, Weighted Average Grant-Date Fair Value, Ending balance | $ 67.65 | $ 54.89 |
Equity-Based Compensation - R_2
Equity-Based Compensation - Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested, Number of Shares/Units, Beginning balance | 1,273,800 | 1,504,420 |
Granted, Number of Units | 177,509 | 105,311 |
Performance adjustment, Number of Units | 388,124 | 182,543 |
Cancelled, Number of Units | (114,908) | |
Vested, Number of Units | (1,408,195) | (518,474) |
Unvested, Number of Shares/Units, Ending balance | 316,330 | 1,273,800 |
Unvested, Weighted Average Grant-Date Fair Value, Beginning balance | $ 20.69 | $ 23.20 |
Granted, Weighted Average Grant-Date Fair Value | 70.98 | 73.96 |
Performance adjustment, Weighted Average Grant-Date Fair Value | 15.47 | 33.05 |
Cancelled, Weighted Average Grant-Date Fair Value | 69.07 | |
Vested, Weighted Average Grant-Date Fair Value | 10.60 | 43.16 |
Unvested, Weighted Average Grant-Date Fair Value, Ending balance | $ 69.84 | $ 20.69 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates | 25% | 24.80% | (28.40%) | 24.20% |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Amounts and Fair Values of Company's Credit Facilities and Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Amount [Member] | Credit Facility [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Revolving Facility | $ 461,033 | $ 471,489 |
Carrying Amount [Member] | 5.500% Senior Notes due 2028 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Senior Notes | 445,325 | 444,694 |
Carrying Amount [Member] | 5.000% Senior Notes due 2029 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Senior Notes | 470,159 | 469,609 |
Fair Value [Member] | Credit Facility [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Senior Secured | 461,033 | 471,489 |
Fair Value [Member] | 5.500% Senior Notes due 2028 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Senior Notes | 416,379 | 422,459 |
Fair Value [Member] | 5.000% Senior Notes due 2029 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Senior Notes | $ 423,754 | $ 433,214 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 14, 2020 | Jun. 24, 2020 |
5.500% Senior Notes due 2028 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 5.50% | 5.50% | 5.50% | |
5.000% Senior Notes due 2029 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate | 5% | 5% | 5% |