Good morning, and thank you for being with us today for our first quarter conference call. I'm here today with Chief Financial Officer, David Duckworth, and other members of our Executive Management team.

David and I each have some remarks about the first quarter and then I will close, then we'll open the line for your questions. We are pleased to report a solid start to 2019 with our first quarter financial and operating results in line with expectations.

Revenue increased 2.5% over the first quarter last year. We have continued to drive organic growth within our existing facilities by expanding our services and adding more bed capacity.

Total same facility revenue was up 5.6% for the first quarter compared with the prior-year period. This improvement included a 2.8% increase in patient days and a 2.7% increase in revenue per patient day.

During the first quarter, we added 260 beds, increasing our size and geographic scale and further enhancing our position as a leading provider of behavioral healthcare services. These expansions included 100 beds to existing facilities and 160 beds for the two de novo facilities we opened in February Mount Carmel and Rio Vista.

As previously announced we also acquired the Whittier Pavilion, a 71-bed facility, and Mission Treatment, which owned and operated nine comprehensive treatment centers. We're excited to announce an expansion of one of our premier facilities, Sierra Tucson.

The new 30,000 square foot lodge will include an additional 44 beds, expanded facilities for individualized treatment, and a dedicated admission center. The addition is expected to open later in the second quarter.

Through the expanded capacity, we will help meet the growing demands of those struggling with substance abuse. Acadia's integrated behavioral health partnerships continue to be a key growth area for the Company.

We are currently in more than 20 joint venture partnership discussions with large health systems including many non-profit systems and hospitals around the country. We are very excited about our recently announced joint venture partnership to build a 120-bed hospital with Scripps Health in San Diego.

During the first quarter, our U.S. operations performed well with favorable trends in key operating metrics.

U.S. same facility revenue increased 6.1% for the first quarter with a 4.3% increase in patient days and a 1.7% increase in revenue per patient day compared with the prior-year period.

U.S. same facility EBITDA margin was consistent with the first quarter of 2018 at 26.1%.

The results from our UK operations showed consistent top line growth with same facility revenue up 4.7%, consisting of a 0.9% increase in patient days and a 3.7% increase in revenue per patient day. Same facility EBITDA margin was 16.3% for the quarter, which is consistent with the fourth quarter of 2018 and with our expectations for the quarter.

We remain focused on implementing our plan to improve the operating performance of our UK facilities and I'm proud of the hard work our team has put in to execute our plan. Now, I will turn the call over to David Duckworth to discuss our financial results in more detail.

Thanks Debbie, and good morning. Revenue for the first quarter was $760.6 million, an increase of 2.5% compared with $742.2 million for the first quarter of 2018.

On a constant currency basis, adjusting for the year-over-year decline in the exchange rate, revenue growth was approximately 5%. Net income attributable to Acadia stockholders was $29.5 million or $0.34 per diluted share for the first quarter of 2019 compared with net income of $50.9 million or $0.58 per diluted share for the first quarter of 2018.

Adjusted income attributable to Acadia stockholders for the first quarter of 2019 was $34.3 million or $0.39 per diluted share excluding transaction-related expenses of $4.3 million. Adjusted income attributable to Acadia stockholders for the first quarter of 2018 was $45.2 million or $0.52 per diluted share excluding transaction-related expenses of $4.8 million, a tax benefit of $10.5 million due to the Tax Cuts and Jobs Act, and debt extinguishment cost of $0.9 million.

The Company's consolidated adjusted EBITDA for the first quarter of 2019 was $136 million or 17.9% of revenue. As of March 31, 2019 the Company had $72 million outstanding on its $500 million revolving credit facility and a leverage ratio of approximately 5.5 times.

Turning to our financial guidance, and as noted in our news release, we affirmed our guidance for the full-year 2019 as follows. Revenue in a range of $3.15 billion to $3.2 billion.

Adjusted EBITDA in a range of $610 million to $630 million. Adjusted earnings per diluted share in a range of $2.15 to $2.30.

And this guidance assumes an exchange rate of $1.30 per British pound sterling and a tax rate of approximately 16%. This concludes my prepared remarks this morning and I'll turn it back over to Debbie for some final comments.

Thanks David. Now that we have covered the results and before we take your questions, I would like to take some time this morning to update you on our strategic review process.

As I discussed on the fourth quarter earnings call, we are undertaking a comprehensive review of the business in order to maximize shareholder value, including engaging a third-party management consulting firm. With their help, the Board and Senior Management are closely evaluating every aspect of our business to determine where we can optimize performance both in the U.S.

and the UK and across service lines. We have made significant progress to-date and continue to review and refine the findings in real-time.

As the Board and I continue to digest the analysis and potential implications, I expect to be in position to outline our core strategy for the business later this month. While we expect to have more concrete steps at the end of May, I also want to ensure we continue to maintain our leading position, strong financial performance, and unwavering focus on delivering quality care.

I look forward to further communicating my vision on a conference call scheduled for Thursday, May 30. I also want to briefly address the recent press reports and rumors regarding the potential sale of the UK division.

It is our Company's policy not to comment on rumors or speculation. That's all we will say today on this topic.

So, we ask that you keep your questions focused on our results. I will now ask the operator to open the floor for your questions.

Hey, good morning, Jason Plagman on for Brian. Just wanted to get an update on the performance of some of the de novos you've opened over the last quarter and also the last 12 months.

How are those tracking versus your expectations and what you're seeing for EBITDA drag or positive contributions through the remainder of 2019?

Good morning, Jason. This is David.

We do have four facilities that we have opened in the last 12 months. Two of those are hitting the point where we expect them to be at break-even.

After opening about 12 months ago, both of those are performing well. Very happy with the results there and the progress they've made here in the first year of operations.

The two more recent facilities, we did open two facilities during the first quarter, that's our Rio Vista and our Mount Carmel facilities, those facilities are going through their survey, licensing and start-up processes. One of those has successfully completed its survey with the other one happening very soon, and we did see a loss mainly related to those two recent facilities of around $2.5 million during the first quarter.

Over the remainder of the year, we expect that to reduce significantly, expectation of more like a $1 million to a million five in the second quarter with those facilities as a group breaking even in the second half of the year.

Got it. And then switching over to the UK, it looks like you've seen stabilization in the same store revenue trends as well as the margins.

Any color you can provide on performance during the quarter, trends during the quarter and what you're seeing as you began Q2?

Hi, this is Debbie. I think that we're seeing a positive from some of the initiatives that we started in 2018 with respect to retooling beds.

I think that the team has done a good job of getting those back online at a higher net revenue. We also have other beds that we've taken off recently to again respond to NHS and their need for higher acuity services.

So there's an offset there for the first quarter in particular, but we expect to bring those beds back online, most of them at the end of May and some through the summer. We also have been pleased with the fact that we are – have been successful in collaborating with NHS on some of our fees.

And I think that NHS has worked very well with the team to recognize the cost of some of the high acuity patients. So we have seen actually a higher percent of fees than we would have expected, but we think that frankly they still don't adequately cover our costs.

But I think NHS has made a very good step to try and help with recognizing the high acuity that Priory provides in the country.

And then one quick follow-up just on that. So, were those increases effective April 1 or what inflation update did you get on April 1?

I believe it's the typical timing of those inflation adjustments.

That's right, Jason. The vast majority of our revenue across the different payers in the UK and even across the different divisions and services we provide there have an April 1 rate increase.

And as Debbie mentioned, we're still working through finalizing that with many of the different payers, that happens not only Central NHS but also across the different commissioners in the country. And the rate increase is better this year than what we've seen in the past several years and more reflective of some of the cost increases that we've seen and we are targeting on average 2.5% to 3% rate increases, that will be effective April 1.

So, that is an improvement compared to an average that we've seen over the last several years of more like 1.5%.

Great. Thanks for the questions.

Good morning guys. Thanks for taking my questions.

I guess from a 30,000 foot view perspective, the 2019 guidance has a pretty steep ramp throughout the year. Can you sort of give us, you know, remind us what the major levers are from margin perspective that bridges first quarter to your annual guidance?

And also, tell us what your implied margins are in both the US and UK business within the fourth quarter?

Yes, Pito, let me start with the ramp. We do see sequential improvements in both our U.S.

and UK segments contributing to the improved performance over the remainder of the year. And let me walk you through what we see happening in each of those segments.

In the U.S. first, there are seasonal aspects for our first quarter results including payroll taxes, fewer days in the quarter.

So just getting out of the first quarter will be an improvement as it is every year in the U.S., but then also in the U.S., we have the de novos that I mentioned a minute ago that are improving. We do have five facilities that have closed that incurred some cost in the first quarter in line with what we expected and talked about on our last call.

But over the course of the year, the loss that we saw in the first quarter, which was around $2 million for those facilities, will improve and will become closer to just break-even over the remainder of the year. And then we completed acquisitions during the quarter.

Those should mature as well similar to the de novos. And then most importantly in the U.S., the same facility census growth and earnings growth, the result of the beds that we have added over the last 12 months, will contribute to sequential improvement in the U.S.

results. So definitely, I think the U.S.

will be a contributor to continued improvement over the course of the year. In the UK, we mentioned that we are seeing some stability and even some slight improvement in the labor costs that we're incurring there with both labor and the agency component of that, we see that stabilizing and hopefully continuing to improve.

The rate increase, secondly, in the UK is contributing to growth over the course of the year. Third, in the UK, we have identified some cost savings opportunities and restructurings that we can do there to help improve the results.

Some of those have been implemented over the course of the first quarter and here at the beginning of the second quarter. And then lastly, as Debbie mentioned, in the UK, the retooling, the occupancy improvement and seeing the beds that we have coming online in the later part of the second quarter, should contribute to continuing census improvement, occupancy improvement as we get to the later part of the second quarter and third quarter.

Just a sort of – just a follow-up. Could you confirm sort of what the embedded U.S.

and UK margins are in the fourth quarter within your guidance?

Yes. In the U.S.

– the outlook for the UK margins, we have been in the first quarter and in the second half of 2018 at around a 15% margin for the UK business in total. We do see that improving to 16%.

And then hopefully, an opportunity that it will continue to improve from there in the second half of the year. But we think that that improvement does happen in the second quarter from the initiatives that we walked through.

In the U.S., of course, the first quarter margins does reflect you know the costs that are unique to the first quarter. And so we see the U.S.

margin improving to more like 27% to 28% on a same facility basis. And then the total facility basis will also improve from the same facility basis as well as just the closures and de novos becoming less of a loss number over the remainder of the year.

So, in total, for the U.S. total facility, we would probably see 26% to 27% margins.

All right. Thanks so much.

Thanks.

Good morning. This is Joanna Gajuk filling in for Kevin today.

So I guess on the margin question here, specifically for the quarter, so what I'm trying to, I guess, understand is that with this top line growth which is pretty good, right, 6% same-store revenues, margins were only flat. So anything on that front, I guess you flagged the de novos being a drag and some of the closures.

So would that be – I guess, because the de novos, I guess, would be excluded from the same-store margins. So I'm just trying to understand, how should I think about the same store margin being flat with that very strong same-store revenue growth?

That's right, Joanna, the de novos and the closures would be outside of that same facility group. The 26.1% that we saw for our same facility group is a very strong margin for a first quarter, so we are pleased to see that 26.1%.

There's nothing to really highlight there. We see the bed additions that have come online in that group performing well as reflected in the top line revenue growth.

And we do think the margin improvement year-over-year will be there as we move throughout the year. But there's nothing to highlight there in the first quarter other than we're pleased and that margin actually is a very strong result for the first quarter.

Okay. And I appreciate the commentary on the UK fee increase expected April 1.

So can you talk about pricing in the U.S., your outlook here and where you're trending this year and I guess, maybe briefly on the outlook, the Reg that came out at least on the Medicare side calling for like – I guess 2% increase for for-profit psyche freestanding hospitals. So any color I guess on the U.S.

pricing this year and potential outlook for next year?

Yes, sure. We do continue to see strong rate increases in the U.S.

as well. Our typical guidance and expectation is in a range of 1.5% to 3%.

And we have continued to see pricing at the higher end of that range. I think as you look at our revenue per day statistic that we report, that does reflect the strong pricing growth.

And we do see that it can be diluted by outpatient and other revenue including our CTC revenue. And so those outpatient other revenue has grown and we've been happy with the growth there.

But if it's below the inpatient revenue growth as it has been this quarter, then we see that the dilution of that does impact the revenue per day stat. The Medicare rate increase that has been recently announced, the 1.7%, happy with that, happy with other items that were part of that announcement including the continuation of the prospective payment system methodology, but that is sort of in line with the recent past on Medicare rate increases which have been kind of in that range of 2%.

I'll just add that the inpatient revenue per day has a positive effect from the service mix changes that we've experienced, which are a higher percent of acute. And so that should have a favorable impact on our inpatient revenue per day.

Great. That's very helpful.

If I may close just with the one question, a follow-up on the comment around, I guess, leverage where you sit now, you’re still at 5.5 times. So are you still kind of expecting to go down to 5 times by the end of the year?

And thank you for the questions.

Yes, Joanna, that is our outlook that we would be around this 5.5 level in the first part of the year but closer to 5.1 or so as we get to the end of the year.

Great. Thank you

Hey thanks. David, I just wanted to go back to the de novo losses and some of the new store losses.

What are you actually assuming for the full year within the range now, I think last quarter maybe you said $1 million to $2 million for the full year in terms of a drag. And I was just trying to see whether or not you reclassified any of the same-store facilities into the new store bucket this quarter?

Thanks.

Yes. That's a good question, Whit, because we do expect $2 million of losses for the full-year 2019.

But we will have two of the four facilities that are included in that number join the same facility group later in the year. And so that is a number that changes depending on what the same facility group is.

But just for the four facilities right now, it would be around $2 million. However, if you just isolate the two, that will be in the – the kind of de novo non same facility group for the entire year, it would be more like a $4 million loss number between those two facilities.

Okay, all in $4 million. Okay.

That's helpful. I wanted just to go back for a second just your comments around the stability in the UK and I guess your expectation that results will be stable in the UK.

Looking at reported numbers, your operating costs are growing twice as fast as your revenues. So I'm just wondering what you see today that gives you confidence around labor trends stabilizing like where you're getting the confidence level, where it's coming from, and maybe if you could just confirm where your agency mix is now and how that's trended over the last few quarters?

Thanks.

Sure. And we are really, I think as we've talked about on our last quarter call, we've been focused on sequential improvement in the UK.

The second half of 2018 did look different from the first half of 2018. And so as we talk about seeing signs of improvement and stability, we're comparing to the second half of 2018 and we have seen improvement in our agency spend.

It's – GBP17 million is the agency spend number during the first quarter. That is an improvement from the third and fourth quarters and that's about a 12% mix of agency as a percent of total labor cost.

That's a great result because we were 13% to 14% in the second half of 2018. So that's the main improvement that we are seeing is around the agency spend going down and the mix of agency going down, and that combined with the other initiatives around labor have also resulted in total labor costs going down to below 68% of our revenue.

And so that's the improvement that we've seen. A lot of great work has been done in the UK to stabilize that and to start to see some improvement there which we expect to continue over the course of the year.

And I'll just add to what David has said, I think that the team has been focused which I think is starting to show improvement on hiring permanent staff. And our applications have come up pretty dramatically from both the nursing area and then the non-nursing staff that they've struggled with hiring.

I think one of the factors in the UK that's been interesting is there have been a number of closures on the retail level. And I think that Priory has been focused on trying to hire some of those individuals and train them to work in the facilities.

They've also been very disciplined in using the agencies that they negotiated with last year for lower rates and we're starting to see that pay off for the group as well where they are really making sure that when an agency person is needed, they are using these preferred groups for the particular facility.

Okay. Now that's helped.

Might just slip one more in for David, my notes maybe wrong, but I think your revolver may be maturing later this year, just wanted to hear your latest thoughts, how you're thinking about that and borrowing capacity, do you think it goes up not down, just any thoughts would be helpful.

Yes, Whit, it's actually November of 2021, so we have a few years, well, really at least a year or two before we need to be thinking about refinancing that, but that is not happening this year, and as we look at our capital structure and our debt mix, we're still pretty happy with the maturity of that and the pricing of it and the different aspects of our capital structure, but of course continuing to review what's best for the company there.

Okay. So my notes were wrong.

Thanks. Appreciate it.

Yes. All right.

Thanks.

Hey thanks. I wanted to ask about the U.S.

length of stay metric, I think it was down 2.6% on a same-store basis, just wanted to confirm that was a function of your service mix or see if there's anything else to call out on that metric?

Yes. Matthew, it's really a function of the service mix change, the actual length of stay for acute is consistent with what it's been in the last few years, so there's been no change or drop in length of stay with acute.

It's just really moving from the higher – to the top higher acute mix.

Got it. And then one more on the JV pipeline, I was hoping you could characterize overall activity levels and then more specifically, I was curious if you're seeing greater dialogue with smaller systems with one to two hospitals or with some of the larger systems.

And if there's any opportunity with those larger systems to have a comprehensive relationship or the dialogue sort of more market by market?

I think the JV pipeline is very strong. I think that there are many conversations that we're having with potential partners and really we see a mix of both, large systems that have really a widespread geographic presence as well as one and two hospital systems.

But we really see a mix of both and we're very excited about just the opportunity going forward because I think that at this point, the group plans to be a little bit more proactive with that. But these are people seeking out Acadia for the track record that they have around this area and so we see potential really for both large and the smaller systems.

Got it. Thanks very much.

Good morning. Thanks for taking my questions.

Just following up on the JV partnerships and the plans to add 120 beds with Scripps in San Diego, is that going to open in Q2, Debbie and then are you still tracking to add about 700 beds this year?

We are tracking to add close to 700 beds this year. And with respect to Scripps, they're based in San Diego which is California.

So there is a process to build, I think you're probably familiar with the OSHPD and other regulatory hurdles that we have to – we encounter in California. But I will say we target right now 2023.

We are actively in our process to start with all of our approvals and I think that's going very well. So we are optimistic we might be able to move that out, but right now we're looking at 2023.

Got it. That's helpful.

And then, David, when you look at your free cash flow and CapEx, just wondering if you could give us an update on the outlook as well as how you're thinking about prioritizing uses of discretionary capital. Also noticed some interesting changes in working capital, anything unusual or more timing related on that front?

Yes. The operating cash flows for the first quarter was in line with our expectation.

The first quarter normally is a challenge with the timing of several items within working capital. And so that was a lower number, but it's consistently been a lower number in the past.

So really no surprises there. In terms of our use of capital, we did continue to work on adding the 700 beds this year during the quarter and in several other joint venture projects that are in process.

And so the capital expenditures for the quarter were close to $70 million and $50 million of that did relate to those expansions, bed addition projects and joint venture projects. So the outlook there, the first quarter is in line with our expectations for the year.

We do think $275 million to $300 [ph] million of expansion CapEx spend is our estimate for the year and what we saw in the first quarter was in line with that. And of course, we're reviewing use of capital and other topics similar to that as we go through the strategic review process and so we'll have more updates on that to follow later in the month.

Sounds good. Thank you.

Hey thanks. Good morning.

Debbie, I was curious now that you've spent a little bit more time at Acadia, as you contrast the businesses at – in UHS relative to Acadia, how do you – what sort of insights would you be able to share with us? Acadia has CRC Health, a much more robust substance abuse portfolio.

We've generally had heard from Joey that in the markets they have been in, the staffing issue has been less pressing. Also, if you can comment on the capital deployment approaches, reimbursement, and regulatory considerations and how the culture and the philosophy is of one company relative to the other?

Well, Ana, I think – I mentioned this a little bit in the last call. But I I've been very pleased with just to see the diversification that's here at Acadia.

I think the portfolio that exists which we certainly are reviewing in our strategy process, but the platform and portfolio I think is very well positioned to really meet what I consider to be key areas of demand. And I believe that they're not overly concentrated in any one state and then you add to that the diversification that exists within the acute and the substance use and specialty as well as the CTC.

I think really positions Acadia to meet the demand. We have looked at the challenges that are in the regulatory area.

I think that Acadia has a very robust compliance and quality focus. And I think that with respect to the challenges that we see with how we're going to grow the facilities and how capital is deployed, I think Acadia's team has a very focused and disciplined approach.

I think that they really consider and take a business case from the field and that's really driving the growth which I think has been helpful. They identify potential growth areas and I think that then the team here reviews that.

So I have been very, very impressed with the platform that is in place here to support the growth and I think you can see that in the numbers and the growth numbers. And I think that platform can probably be used even more fully within the various service lines.

But I think it is strong and they're doing some innovative things around that. I think the good news again with Acadia is length of stay is very stable.

I think that's reflective of the payer mix, but also the attention that they give to documentation as well as positive relationships with the payers. And I think that they have a track record with payers, they've responded well to them with respect to services and making sure that we're putting things in place that they need and that will meet the community needs.

So I think I've only become more impressed with what I consider to be very diversified service lines as well as meeting demand that's out there across the U.S.

Super helpful. Thanks Debbie.

Thank you. Thanks again for being with us today and for your interest in Acadia Healthcare.

I would like to conclude by thanking all of our employees and clinicians for their dedication and focus on providing the highest quality care to our patients and their families. If you have additional questions today, please do not hesitate to contact us directly and have a good day.