Acadia Healthcare Company Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
ACHC$38.64+0.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
Consolidated Financial Statements :
The consolidated financial statements required to be included in Part II, Item 8, Financial Statements and Supplementary Data, begin on Page F-1 and are submitted as a separate section of this report.
Financial Statement Schedules :
All schedules are omitted because they are not applicable or are not required, or because the required information is included in the consolidated financial statements or notes in this report.
Exhibits :
| ExhibitNo. | Exhibit Description |
| 2.1 | Put and Call Option Deed, dated as of December 30, 2020, by and between RemedcoUK Limited and the Company. (a) |
| 2.2 | Share Purchase Agreement, dated as of January 7, 2021, by and between RemedcoUK Limited and the Company. (a) |
| 3.1 | Amended and Restated Certificate of Incorporation, as filed on October 28, 2011, with the Secretary of State of the State of Delaware, as amended by the Certificate of Amendment filed on May 25, 2017. (b) |
| 3.2 | Amended and Restated Bylaws of the Company, as amended May 25, 2017. (b) |
| 4.1 | Indenture, dated June 24, 2020, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as Trustee. (c) |
| 4.2 | Form of 5.500% Senior Note due 2028 (included as Exhibit A1 in Exhibit 4.1). |
| 4.3 | Indenture, dated October 14, 2020, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as Trustee. (d) |
| 4.4 | Form of 5.000% Senior Note due 2029 (included as Exhibit A1 in Exhibit 4.3). |
| 4.5 | Amended and Restated Stockholders Agreement, dated as of October 29, 2014, by and among the Company and each of the stockholders named therein. (e) |
| 4.6 | Specimen Common Stock Certificate to be issued to holders of the Company’s Common Stock. (f) |
| 4.7 | Third Amended and Restated Registration Rights Agreement, dated as of December 31, 2015, by and among the Company and each of the parties named therein. (g) |
| 4.8 | Joinder, dated February 16, 2016, to the Third Amended and Restated Registration Rights Agreement dated as of December 31, 2015, by and among the Company and each of the parties named therein. (h) |
| 4.9 | Description of the Company’s Securities. (i) |
| 10.1 | Credit Agreement, dated as of March 17, 2021, by and among the Company, certain subsidiaries of the Company, as guarantors, the several banks and other financial institutions as may from time to time become parties thereunder as lenders, and Bank of America, N.A., as Administrative Agent and Swingline Lender. (j) |
| 10.2 | Amendment No. 1 to Credit Agreement, dated as of March 30, 2023, by and among the Company, certain subsidiaries of the Company, as guarantors, the several banks and other financial institutions as may from time to time become parties thereunder as lenders, and Bank of America, N.A., as Administrative Agent and Swingline Lender. (k) |
| 10.3 | Amendment No. 2 to Credit Agreement, dated as of January 18, 2024, by and among the Company, certain subsidiaries of the Company, as guarantors, the several banks and other financial institutions as may from time to time become parties thereunder as lenders, and Bank of America, N.A., as Administrative Agent and Swingline Lender. (aa) |
| 10.4 | Security and Pledge Agreement, dated as of March 17, 2021, by and among the Company, the other obligors party thereto and Bank of America, N.A., as Administrative Agent. (j) |
| †10.5 | Employment Agreement, dated as of January 19, 2021, by and between Acadia Management Company, Inc. and Debra K. Osteen. (l) |
| †10.6 | Amendment to Employment Agreement, dated December 22, 2021, by and between Acadia Management Company, Inc. and Debra K. Osteen. (m) |
| †10.7 | Side Letter to Employment Agreement, dated January 31, 2022, by and between Acadia Management Company, Inc. and Debra K. Osteen. (m) |
| †10.8 | Consultant Services Agreement, dated April 11, 2022, by and between Acadia Management Company, Inc. and Debra K. Osteen. (n) |
| †10.9 | Employment Agreement, dated March 31, 2022, by and among the Company, Acadia Management Company, Inc. and Christopher H. Hunter. (n) |
| †10.10 | Employment Agreement, dated June 1, 2023, by and between Acadia Management Company, Inc. and Heather B. Dixon. (o) |
| †10.11 | Employment Agreement, dated June 30, 2023, by and between Acadia Management Company, Inc. and Brian Farley. (p) |
| †10.12 | First Amendment to Employment Agreement, dated July 6, 2023, by and between Acadia Management Company, Inc. and Brian Farley, dated as of June 30, 2023. (p) |
| †10.13 | Amended and Restated Employment Agreement, dated April 7, 2014, by and among the Company, Acadia Management Company, Inc. and Christopher L. Howard. (q) |
| †10.14 | Separation and Transition Agreement, dated July 5, by and between Acadia Management Company, LLC and Christopher L. Howard. (r) |
| †10.15 | Employment Agreement, dated April 7, 2014, by and among the Company, Acadia Management Company, Inc. and David M. Duckworth. (q) |
| †10.16 | Transition Agreement, dated July 5, 2023, by and between Acadia Management Company, LLC and David M. Duckworth. (r) |
| †10.17 | Employment Agreement, dated July 31, 2019, by and between Acadia Management Company, Inc. and John S. Hollinsworth. (s) |
| †10.18 | Employment Agreement, dated August 6, 2019, by and between Acadia Management Company, Inc. and Laurence L. Harrod. (t) |
| †10.19 | Separation and Consulting Agreement, dated June 28, 2023, by and between Acadia Management Company, LLC and Laurence L. Harrod. (r) |
| †10.20 | Acadia Healthcare Company, Inc. Incentive Compensation Plan, effective May 18, 2023. (u) |
| †10.21 | Form of Restricted Stock Unit Agreement. (v) |
| †10.22 | Form of Incentive Stock Option Agreement. (w) |
| †10.23 | Form of Non-Qualified Stock Option Agreement. (w) |
| †10.24 | Form of Restricted Stock Agreement. (v) |
| †10.25 | Form of Stock Appreciation Rights Agreement. (w) |
| †10.26 | Acadia Healthcare Company, Inc. Nonqualified Deferred Compensation Plan, effective February 1, 2013. (x) |
| †10.27 | Nonmanagement Director Compensation Program, effective January 1, 2013. (x) |
| 10.28 | Form of Indemnification Agreement (for directors and officers affiliated with Waud Capital Partners). (y) |
| 10.29 | Form of Indemnification Agreement (for directors and officers not affiliated with Waud Capital Partners). (y) |
| 10.30 | Settlement Agreement, Release in Full and Indemnification Agreement, dated October 30, 2023, by and among Acadia Healthcare Company, Inc., Youth and Family Centered Services of New Mexico, Inc. d/b/a Desert Hills, and Shasta N. Inman, as Guardian Ad Litem. (z) |
| 10.31 | Settlement Agreement, Release in Full and Indemnification Agreement, dated October 30, 2023, by and among Acadia Healthcare Company, Inc., Youth and Family Centered Services of New Mexico, Inc. d/b/a Desert Hills, and Feliz Rael, as Guardian Ad Litem. (z) |
| 10.32 | Settlement Agreement, Release in Full and Indemnification Agreement, dated October 30, 2023, by and among Acadia Healthcare Company, Inc., Youth and Family Centered Services of New Mexico, Inc. d/b/a Desert Hills, and Alison Endicott-Quiñones, as Guardian Ad Litem. (z) |
| 21* | Subsidiaries of the Company. |
| 22* | List of Subsidiary Guarantors and Issuers of Guaranteed Securities. |
| 23* | Consent of Independent Registered Public Accounting Firm. |
| 31.1* | Rule 13a-14(a) Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Rule 13a-14(a) Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Section 1350 Certification of Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Section 1350 Certification of Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | Acadia Healthcare Company, Inc. Policy Regarding the Mandatory Recovery of Compensation. |
| 101.INS** | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH** | Inline XBRL Taxonomy Extension Schema with embedded Linkbase Document. |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, has been formatted in Inline XBRL. |
| † | Indicates management contract or compensatory plan or arrangement. |
| * | Filed herewith. |
| ** | The XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. |
| (a) | Incorporated by reference to exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-35331). |
| (b) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed May 25, 2017 (File No. 001-35331). |
| (c) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed June 24, 2020 (File No. 001-35331). |
| (d) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed October 14, 2020 (File No. 001-35331). |
| (e) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed October 30, 2014 (File No. 001-35331). |
|---|---|
| (f) | Incorporated by reference to exhibits filed with the Company’s registration statement on Form S-1, as amended (File No. 333-175523), originally filed with the SEC on November 23, 2011. |
| (g) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed January 4, 2016 (File No. 001-35331). |
| (h) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed February 16, 2016 (File No. 001-35331). |
| (i) | Incorporated by reference to exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-35331). |
| (j) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 10-Q for the three months ended March 31, 2021 (File No. 001-35331). |
| (k) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 10-Q for the three months ended March 31, 2023 (File No. 001-35331). |
| (l) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed January 22, 2021 (File No. 001-35331). |
| (m) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed February 1, 2022 (File No. 001-35331). |
| (n) | Incorporated by reference to exhibits filed with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022 (File No. 001-35331). |
| (o) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed June 2, 2023 (File No. 001-35331). |
| (p) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 10-Q for the three months ended June 30, 2023 (File No. 001-35331). |
| (q) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed April 11, 2014 (File No. 001-35331). |
| (r) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed July 5, 2023 (File No. 001-35331). |
| (s) | Incorporated by reference to exhibits filed with the Company’s Amendment No. 1 to the Current Report on Form 8-K filed August 6, 2019 (File No. 001-35331). |
| (t) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed August 6, 2019 (File No. 001-35331). |
| (u) | Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed April 7, 2023 (File No. 001-35331). |
| (v) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 10-Q for the three months ended March 31, 2018 (File No. 001-35331). |
| (w) | Incorporated by reference to exhibits filed with the Company’s registration statement on Form S-4, as amended (File No. 333-175523), originally filed with the SEC on July 13, 2011. |
| (x) | Incorporated by reference to exhibits filed with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013 (File No. 001-35331). |
| (y) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed November 1, 2011 (File No. 001-35331). |
| (z) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed October 30, 2023 (File No. 001-35331). |
| (aa) | Incorporated by reference to exhibits filed with the Company’s Current Report on Form 8-K filed January 19, 2024 (File No. 001-35331). |
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