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Acquisitions
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Acquisitions

6. 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 December 31, 2021, the Company acquired the equity of CenterPointe Behavioral Health System, LLC and certain related entities (“CenterPointe”) for cash consideration of approximately $139 million. The acquisition was funded through a combination of cash on hand and a $70.0 million draw on the Revolving Facility. CenterPointe operates four acute inpatient hospitals with 306 beds and ten outpatient locations primarily in Missouri.

The preliminary fair values of assets acquired and liabilities assumed in the CenterPointe acquisition were as follows (in thousands):

Cash

 

$

5,640

 

Accounts receivable, net

 

 

10,230

 

Other current assets

 

 

2,087

 

Property and equipment

 

 

35,670

 

Goodwill

 

 

97,122

 

Intangible assets

 

 

825

 

Deferred tax assets

 

 

1,573

 

Operating lease right-of-use assets

 

 

28,858

 

Total assets acquired

 

 

182,005

 

Accounts payable

 

 

3,820

 

Accrued salaries and benefits

 

 

3,585

 

Current portion of operating lease liabilities

 

 

2,582

 

Other accrued liabilities

 

 

1,088

 

Operating lease liabilities

 

 

26,275

 

Total liabilities assumed

 

 

37,350

 

Net assets acquired

 

$

144,655

 

 

The fair values assigned to certain assets acquired and liabilities assumed by the Company have been estimated on a preliminary basis and are subject to change as new facts and circumstances emerge that were present at the date of acquisition. Specifically, the Company is further assessing the valuation of intangible assets and certain tax matters as well as certain receivables and assumed liabilities of CenterPointe. The qualitative factors comprising the goodwill acquired in the CenterPointe acquisition include the value of the business and efficiencies derived through synergies expected by the elimination of certain redundant corporate functions and expenses, coordination of services provided across the combined network of facilities, achievement of operating efficiencies by benchmarking performance and applying best practices.

On April 1, 2019, the Company completed the acquisition of Bradford Recovery Center, a specialty treatment facility with 46 beds located in Millerton, Pennsylvania, for cash consideration of approximately $4.5 million.

On February 15, 2019, the Company completed the acquisition of Whittier Pavilion, an inpatient psychiatric facility with 71 beds located in Haverhill, Massachusetts, for cash consideration of approximately $17.9 million. Also on February 15, 2019, the Company completed the acquisition of Mission Treatment for cash consideration of approximately $22.5 million and a working capital settlement. Mission Treatment operates nine comprehensive treatment centers in California, Nevada, Arizona and Oklahoma.

Goodwill

The following table summarizes changes in goodwill for the years 2020 and 2021 (in thousands):

Balance at January 1, 2020

 

$

2,085,104

 

Increase from contribution of redeemable noncontrolling interests

 

 

20,200

 

Adjustments related to 2019 acquisitions

 

 

(40

)

Balance at December 31, 2020

 

 

2,105,264

 

Increase from acquisitions

 

 

97,122

 

2021 dispositions

 

 

(2,449

)

Balance at December 31, 2021

 

$

2,199,937

 

 

Transaction-related expenses

Transaction-related expenses represent costs primarily related to termination, restructuring, strategic review, management transition and other acquisition-related costs. Transaction-related expenses comprised the following costs for the years ended December 31, 2021, 2020 and 2019 (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Legal, accounting and other acquisition-related costs

 

$

8,315

 

 

$

8,252

 

 

$

3,030

 

Termination, restructuring and strategic review costs

 

 

4,463

 

 

 

3,468

 

 

 

12,598

 

Management transition costs

 

 

 

 

 

 

 

 

5,529

 

 

 

$

12,778

 

 

$

11,720

 

 

$

21,157