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Acquisitions | 12 Months Ended
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Dec. 31, 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 November 7, 2022, the Company acquired four CTCs located in Georgia from Brand New Start Treatment Centers. 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 $140 million. The acquisition was funded through a combination of cash on hand and a $70.0 million draw on the Revolving Facility. At the time of the acquisition, CenterPointe operated four acute inpatient hospitals with 306 beds and ten outpatient locations primarily in Missouri. The fair values of assets acquired and liabilities assumed in the CenterPointe acquisition were as follows (in thousands):
Cash |  | $ | 5,640 |
Accounts receivable, net |  |  | 9,358 |
Other current assets |  |  | 1,981 |
Property and equipment |  |  | 35,227 |
Goodwill |  |  | 105,883 |
Intangible assets |  |  | 825 |
Deferred tax assets |  |  | 1,573 |
Operating lease right-of-use assets |  |  | 29,245 |
Total assets acquired |  |  | 189,732 |
Accounts payable |  |  | 3,820 |
Accrued salaries and benefits |  |  | 3,585 |
Current portion of operating lease liabilities |  |  | 2,820 |
Other accrued liabilities |  |  | 4,326 |
Deferred tax liability |  |  | 1,805 |
Operating lease liabilities |  |  | 27,850 |
Total liabilities assumed |  |  | 44,206 |
Net assets acquired |  | $ | 145,526 |
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. Goodwill The following table summarizes changes in goodwill for the years ended December 31, 2022 and 2021 (in thousands):
Balance at January 1, 2021 |  | $ | 2,105,264 |
Increase from acquisitions |  |  | 97,122 |
2021 dispositions |  |  | (2,449 | )
Balance at December 31, 2021 |  |  | 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 |
Of the increases to goodwill from acquisitions in 2022 and 2021, the Company expects $9.5 million and $56.1 million to be tax-deductible for the years ended December 31, 2022 and 2021, respectively. 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 years ended December 31, 2022, 2021 and 2020 (in thousands):
|  | Year Ended December 31, |
|  | 2022 |  |  | 2021 |  |  | 2020 |
Management transition costs |  | $ | 11,575 |  |  | $ | — |  |  | $ | — |
Termination and restructuring costs |  |  | 6,476 |  |  |  | 5,343 |  |  |  | 3,468 |
Legal, accounting and other acquisition-related costs |  |  | 5,741 |  |  |  | 7,435 |  |  |  | 8,252 |
|  | $ | 23,792 |  |  | $ | 12,778 |  |  | $ | 11,720 |

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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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- References No definition available. + Details
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