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Acquisitions | 6 Months Ended
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Jun. 30, 2022
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 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 Company’s revolving credit 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 |  | 9,447 |
Other current assets |  | 2,031 |
Property and equipment |  | 35,670 |
Goodwill |  | 98,173 |
Intangible assets |  | 825 |
Deferred tax assets |  | 1,573 |
Operating lease right-of-use assets |  | 29,245 |
Total assets acquired |  | 182,604 |
Accounts payable |  | 3,820 |
Accrued salaries and benefits |  | 3,585 |
Current portion of operating lease liabilities |  | 2,569 |
Other accrued liabilities |  | 1,300 |
Operating lease liabilities |  | 26,675 |
Total liabilities assumed |  | 37,949 |
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. 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 six months ended June 30, 2022 and 2021 (in thousands):
| Three Months Ended June 30, |  |  | Six Months Ended June 30, |
| 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Legal, accounting and other acquisition- related costs | $ | 2,087 |  |  | $ | 1,305 |  |  | $ | 2,676 |  |  | $ | 3,092 |
Termination and restructuring costs |  | 688 |  |  |  | 370 |  |  |  | 2,646 |  |  |  | 3,193 |
Management transition costs |  | 1,165 |  |  |  | — |  |  |  | 2,200 |  |  |  | — |
| $ | 3,940 |  |  | $ | 1,675 |  |  | $ | 7,522 |  |  | $ | 6,285 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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