Acadia Healthcare Co. (ACHC) 2021年年度報告「NASDAQ」.pdf

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1、2021 Annual Report to StockholdersFinancial HighlightsYear Ended December 31,(In thousands,except per share amounts)2021 2020Revenue$2,314,394$2,089,929Adjusted EBITDA(1)$558,721$483,366Adjusted EBITDA excluding income from provider relief fund(1)$540,821$450,547Net income(loss)attributable to Acadi

2、a Healthcare Company,Inc.$190,635$(672,132)Adjusted income attributable to Acadia Healthcare Company,Inc.(1)$245,054$246,330Adjusted income attributable to Acadia Healthcare Company,Inc.excluding income from provider relief fund(1)$232,010$222,415Per diluted share:Net income(loss)attributable to Aca

3、dia Healthcare Company,Inc.$2.10$(7.59)Adjusted income attributable to Acadia Healthcare Company,Inc.(1)$2.70$2.78 Adjusted income attributable to Acadia Healthcare Company,Inc.excluding income from provider relief fund(1)$2.56$2.51Weighted average diluted shares outstanding 90,79388,595Cash and cas

4、h equivalents$133,813$378,697Working capital 90,170 1,215,210Property and equipment,net 1,771,159 1,622,896Total assets 4,768,078 6,499,362Total debt 1,497,220 3,122,426Stockholders equity 2,517,489 1,899,456(1)Please see page VII for a reconciliation of GAAP and non-GAAP results.About the CompanyAc

5、adia is a leading provider of behavioral healthcare services across the United States.As of December 31,2021,Acadia operated a network of 238 behavioral healthcare facilities with approximately 10,500 beds in 40 states and Puerto Rico.With more than 22,500 employees serving approximately 70,000 pati

6、ents daily,Acadia is the largest stand-alone behavioral health company in the U.S.Acadia provides behavioral healthcare services to its patients in a variety of settings,including inpatient psychiatric hospitals,specialty treatment facilities,residential treatment centers and outpatient clinics.Fell

7、ow StockholdersFor Acadia,2021 marked a year of significant growth and progress.While the past two years of the global COVID-19 pandemic have presented unprecedented challenges for the healthcare industry,we continued to move forward in 2021 by executing our strategy in a dynamic environment with fa

8、vorable results.As always,we stayed true to our mission to provide high quality care to our patients and support to the communities we serve.Notably,this mission has not wavered through the pandemic,but has only grown in importance as more patients have entrusted Acadia for behavioral healthcare ser

9、vices.As the leading pure play provider in the United States,we understand our critical role and the tremendous responsibility it brings.With our scale and vision,we also see a significant opportunity to bring our treatment options to more communities and expand the scope of services offered to pati

10、ents and their families over time.We remain focused on providing care with the highest standards of safety for our patients and the communities we serve.Our facilities continue to manage through each stage of the pandemic using the same strict protocols that we have had in place since 2020,with mini

11、mal disruption to patient volumes or operations.We are fortunate to have an experienced and dedicated team of employees and clinicians across our operations who have continued to provide quality patient care for those seeking treatment for mental health and substance use issues.We are extremely prou

12、d of our team of employees for their unwavering support of our patients under extraordinary conditions.Our strong performance in 2021 reflects our ability to manage our operations and execute our growth strategy despite a challenging environment.StrongDemandTrendsContinuedtoDriveGrowthin2021As a lea

13、ding provider of behavioral healthcare services,we have witnessed firsthand the societal and economic challenges created by the COVID-19 pandemic,especially for those already struggling with mental health and substance use issues.Studies have shown an alarming increase in anxiety and depression as w

14、ell as a rise in substance abuse.At the same time,we have seen a greater societal acceptance of treatment as prominent athletes,musicians,actors,and corporate leaders have used their platforms to raise awareness and reduce the stigma associated with mental health treatment.As a result,the demand for

15、 our services has continued to grow and remains very strong across each of our service lines.For the year,revenue increased 10.7 percent to$2.3 billion compared with$2.1 billion in 2020.Same facility revenue increased 10.9 percent for 2021,reflecting a 6.3 percent increase in revenue per patient day

16、 and a 4.3 percent increase in patient days.We also continued to strengthen our financial position and reduce our debt,providing Acadia with ample liquidity and capital to support our growth strategy.As of December 31,2021,the Company had$133.8 million in cash and cash equivalents and$430 million av

17、ailable under its$600 million revolving credit facility.Our net leverage ratio was approximately 2.4x.We remain focused on disciplined cost management across our operations and will continue to pursue a capital allocation strategy that supports organic growth as well as opportunistic acquisitions.Di

18、verseServiceLinesProvideaDistinctCompetitiveAdvantageWith our 238 facilities across 40 states and Puerto Rico,Acadia is uniquely positioned with diversified service lines across all areas of behavioral healthcare,including those with acute needs,substance use disorders,eating disorders,and co-occurr

19、ing disorders,among others,while treating patients of all ages.As such,we are well positioned to address the growing needs of those seeking treatment across the care continuum.Our expansive national network of treatment facilities enables greater access to care,allowing us to serve the diverse needs

20、 of patients,while maintaining a strong focus on the individuals needs.Our acute care service line offers the highest level of care and accounted for almost 50 percent of our total revenue in 2021.We currently operate 49 inpatient acute psychiatric facilities across 20 states and Puerto Rico,and we

21、continue to identify opportunities to extend our market reach.Our specialty business includes inpatient recovery facilities and outpatient programs focused on the treatment of addiction,eating disorders,and other co-occurring mental disorders,providing individualized treatment in a safe environment.

22、We currently operate 36 specialty facilities across 14 states.We have a national clinical referral network that supports the continued growth in this area of highly specialized treatment.IWe also operate comprehensive treatment centers,or CTCs,which combine behavioral therapy and medication to treat

23、 opioid use disorders in an outpatient setting.Acadia is the industry leader in medication-assisted treatment with 141 CTCs across 32 states providing these much-needed services,which are especially relevant today as we continue to witness escalating opioid use and a higher risk of overdoses.Our res

24、idential treatment facilities,or RTCs,provide longer-term residential treatment for behavioral disorders in a non-hospital setting,primarily for children and adolescents.We currently operate 12 RTCs across 10 states.Each of these service lines enhance Acadias strong value proposition and support our

25、 mission to deliver high quality patient care in every care setting.SuccessfulExecutionofStrategyThroughFourPathwaystoGrowthIn last years letter to stockholders,we shared our strategy for the future focused on four distinct pathways to growth across our service lines.We are pleased with our progress

26、 over the past year,adding 681 beds to our network that now includes approximately 10,500 beds as of December 31,2021,and further solidifying our position as the leading pure-play behavioral healthcare provider.n Our first growth pathway and best return on our investment is through facility expansio

27、ns.When we add beds to an existing Acadia facility,we can not only meet the growth in demand in that specific market,but also leverage the existing cost structure,which allows us to improve margins and profitability.In line with this strategy,the Company added 295 beds in 2021,extending our strong t

28、rack record with almost 900 beds added over the past three years.n Our second pathway to growth is through joint venture partnerships.Acadia is proud to join premier healthcare providers across the country who already have a strong market presence and community support.We believe that our partners s

29、elect Acadia because of our strong,proven track record,reputation for high quality care,expertise in behavioral healthcare and experience developing new facilities.Working together,we have the unique opportunity to combine our expertise and resources to address an identified need for behavioral heal

30、thcare services in these respective communities.We believe we share the same mission,values,and cultures as our partners.In 2021,we announced six new joint venture partnerships to build seven new inpatient acute facilities across the country.Our latest partners include Lutheran Health Network,a lead

31、ing provider in Indiana;Geisinger Health,an integrated system serving 45 counties in Pennsylvania;Bronson Healthcare,an integrated healthcare system in Southwest Michigan;Orlando Health,one of Central Floridas premier health systems;SCL Health,a premier healthcare system in Colorado;and Fairview Hea

32、lth Services,one of Minnesotas leading health systems.We will continue to seek partnerships with premier health systems across the country who share our commitment to provide healing and hope to those in need.n A third important growth objective for Acadia is to identify underserved markets for beha

33、vioral health treatment and develop wholly owned de novo facilities that help fill this gap.In line with this strategy,during the fourth quarter of 2021,we acquired the real estate for three currently non-operational facilities,including one adult hospital,one childrens hospital and an outpatient fa

34、cility,all located on the north side of Chicago.Prior to reopening,Acadia will make infrastructure investments to improve the behavioral healthcare facilities,which will operate as Montrose Behavioral Health Hospital.This is an exciting opportunity for Acadia to enter the greater Chicago area and ad

35、dress the significant need for behavioral healthcare services for adults and children.We also continued to expand our network of CTCs,which are designed to address the growing and critical need for medication-assisted treatment for patients dealing with opioid use disorder.In 2021,we opened ten CTC

36、locations across five states,which expanded our network that now includes 141 CTCs in 32 states across the U.S.We believe there are additional opportunities to reach more markets that are underserved.IIIIIn A fourth pathway to expand our operations in high growth markets is through select acquisitio

37、ns that meet the criteria of our disciplined capital allocation framework.On December 31,2021,we completed the acquisition of CenterPointe Behavioral Health System,the largest dedicated behavioral healthcare provider in the state of Missouri.Acadia has a proven operating model,and as we acquire new

38、facilities and programs,we expect to benefit from the additional scale and realize cost synergies.When possible,we also intend to make the necessary investments to expand the facilities and add service offerings to further enhance the continuum of care.We also see significant growth opportunities to

39、 expand the continuum of care by adding outpatient services.In 2021,we added 28 comprehensive outpatient programs,including intensive outpatient and partial hospitalization services,both of which are effective step-down programs from our acute and specialty inpatient facilities.We also continue to v

40、iew telehealth as an effective and flexible treatment option to reach more patients.This platform proved to be invaluable,especially during the early stages of the pandemic,and we see additional opportunities to utilize telehealth to broaden community outreach,assist with physician coverage,support

41、group therapy,and provide more timely assessments.PositionedforContinuedSuccessin2022andBeyondWe are encouraged by the favorable trends in our business and believe we are well positioned to capitalize on the continued growth in demand for behavioral healthcare services.Along with the increased socie

42、tal acceptance,we are encouraged by the rise in government support of mental health issues.In October 2021,we formally announced my retirement from my position as Chief Executive Officer of Acadia.I am extremely proud of what we have accomplished since I joined Acadia in December 2018,and I look for

43、ward to continuing my role on the Board of Directors.After a thorough search,Chris Hunter was named the new Chief Executive Office of Acadia in early April.Chris brings the right complement of operating experience and industry knowledge to lead Acadia as we continue to extend our market reach to mee

44、t the behavioral health needs across the country.I will work with Chris to ensure a smooth transition.Under Chriss leadership,I am confident Acadia will continue to build on our strong foundation.Thank you for the support your investment provides.Sincerely,Debra K.OsteenRetired Chief Executive Offic

45、er and DirectorTo Our StockholdersI am very proud to join Acadia Healthcare as the Companys new Chief Executive Officer and to have this opportunity to reach out to our stockholders.This is an exciting time for the Company,as we have the ability to build on our momentum and continue to address the c

46、ritical societal need for behavioral healthcare services.With diversified service lines across the full spectrum of behavioral healthcare,Acadia is well positioned for continued growth.Importantly,greater societal acceptance of behavioral health treatment and expanded coverage options for those seek

47、ing treatment support our ability to reach more patients with the care they need.With an expansive network of 238 facilities,a growing patient base and a proven operating model,Acadia has created a solid foundation to drive sustained,long-term growth.As we look to the future,we will continue to adva

48、nce our growth strategy in both new and existing markets.Over 2022,we expect to add over 600 beds across our network of approximately 10,500 beds,including approximately 300 bed additions to existing facilities,the opening of two inpatient de novos and two new facilities with joint venture partners,

49、and the addition of six to ten CTC locations.We also look forward to pursuing additional acquisition opportunities for Acadia in the year ahead.Acadia is a strong,respected organization,and I look forward to building on the successful trajectory set by Debbie Osteen and the Acadia leadership team.Ab

50、ove all,I am honored to join Acadias committed facility leaders,clinicians and dedicated 22,500 employees across the country with a shared mission to provide high quality behavioral healthcare services to existing and new communities.Our employees are the reason for our past success and provide us w

51、ith great confidence for the future.With the support of our experienced senior management team and Board of Directors,we will all work together with a relentless focus on meeting the critical needs of our patients,while extending our market reach and advancing Acadias position as a leading behaviora

52、l healthcare provider.Thank you for continuing to place your trust in us.Christopher H.HunterChief Executive OfficerIVVSafe HarborSome of the statements made in this letter constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.Forward-lookin

53、g statements include any statements that address future results or occurrences.In some cases you can identify forward-looking statements by terminology such as“may,”“might,“will,”“should,”“could”or the negative thereof.Generally,the words“anticipate,”“believe,”“continues,”“expect,”“intend,”“estimate

54、,”“project,”“plan”and similar expressions identify forward-looking statements.In particular,statements about our expectations,beliefs,plans,objectives,assumptions or future events or performance contained in this letter are forward-looking statements.We have based these forward-looking statements on

55、 our current expectations,assumptions,estimates and projections.While we believe these expectations,assumptions,estimates and projections are reasonable,such forward-looking statements are only predictions and involve known and unknown risks,uncertainties and other factors,many of which are outside

56、of our control,which could cause our actual results,performance or achievements to differ materially from any results,performance or achievements expressed or implied by such forward-looking statements.Given these risks and uncertainties,you are cautioned not to place undue reliance on such forward-

57、looking statements.These risks and uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements.Additional risks and uncertainties are described more fully in“Risk Factors”in periodic reports and other filings with the Securities

58、 and Exchange Commission.These forward-looking statements are made only as of the date of this letter.We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or deve

59、lopments.VIComparative Performance GraphThe following graph compares the cumulative total stockholder return on the Companys common stock with(a)the performance of a broad equity market indicator and(b)the performance of a published industry index or peer group.Historically,we have used the NASDAQ U

60、.S.Stocks Benchmark Index as our broad equity market indicator and the NASDAQ Health Care Providers Index as our peer group.This year,we have selected the S&P 500 as our broad equity market index as we believe it is more commonly used by investors relative to our prior index.We have also selected th

61、e S&P Health Care Services Select Industry Index because we believe it is more representative of healthcare companies that we view as our peers for comparison,benchmarking and other purposes.We have included the performance of both equity market indices and peer group indices below.The graph assumes

62、 the investment on December 31,2016,of$100 and that all dividends were reinvested at the time they were paid.The table following the graph presents the corresponding data for December 31,2016,and each subsequent fiscal year end.12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21Acadia Healthcare C

63、ompany,Inc.100.0 98.58 77.67 100.36 151.84 183.38S&P 500 Index 100.0 121.83 116.49 153.17 181.35 233.41S&P Health Care Services Select Industry Index 100.0 117.50 121.05 144.26 193.05 212.35Nasdaq U.S.Stocks Benchmark 100.0 121.38 114.77 150.55 182.57 229.84Nasdaq Health Care Providers 100.0 133.01

64、146.89 177.53 51.89 66.20Acadia Healthcare Company,Inc.Nasdaq U.S.Stocks BenchmarkNasdaq Health Care Providers$250$200$150$100$50$0 12/31/1612/31/1812/31/1712/31/1912/31/2012/31/21S&P Health Care Services Select Industry IndexS&P 500 IndexVIIAcadia Healthcare Company,Inc.ReconciliationofNetIncome(Lo

65、ss)AttributabletoAcadiaHealthcareCompany,Inc.toAdjustedEBITDA(Unaudited)Year Ended December 31,(In thousands)2021 2020Net income(loss)attributable to Acadia Healthcare Company,Inc.$190,635$(672,132)Net income attributable to noncontrolling interests 4,927 2,933 Loss from discontinued operations,net

66、of taxes 12,641 812,390Provision for income taxes 67,557 40,606Interest expense,net 76,993 158,105Depreciation and amortization 106,717 95,256EBITDA 459,470 437,158Adjustments:Equity-based compensation expense(a)37,530 22,504 Transaction-related expenses(b)12,778 11,720 Debt extinguishment costs(c)2

67、4,650 7,233 Loss on impairment(d)24,293 4,751 Adjusted EBITDA$558,721$483,366Adjusted EBITDA margin 24.1%23.1%Adjusted EBITDA excluding income from provider relief fund$540,821$450,547 Adjusted EBITDA margin excluding income from provider relief fund 23.4%21.6%VIII*For year ended December 31,2020,Ad

68、justed income attributable to Acadia Healthcare Company,Inc.per diluted share includes Adjusted income from discontinued operations before income taxes and is not directly comparable to Adjusted income from continuing operations attributable to Acadia Healthcare Company,Inc.per diluted share for the

69、 year ended December 31,2021.Interest expense,which has been significantly reduced following debt repayments in the first quarter of 2021,is recorded in income from continuing operations and not allocated to discontinued operations because such allocation would not be meaningful.Therefore,2020 resul

70、ts reflect consolidated results inclusive of discontinued operations,and 2021 results reflect only continuing operations.ReconciliationofNetIncome(Loss)AttributabletoAcadiaHealthcareCompany,Inc.toAdjustedIncomeAttributabletoAcadiaHealthcareCompany,Inc.(Unaudited)Year Ended December 31,(In thousands,

71、except per share amounts)2021 2020Net income(loss)attributable to Acadia Healthcare Company,Inc.$190,635$(672,132)Loss from discontinued operations,net of taxes 12,641 812,390 Adjustments to income:Transaction-related expenses(b)12,778 11,720 Debt extinguishment costs(c)24,650 7,233 Loss on impairme

72、nt(d)24,293 4,751 Provision for income taxes 67,557 40,606 Adjusted income from continuing operations before income taxes attributable to Acadia Healthcare Company,Inc.332,554 204,568 Adjusted income from discontinued operations before income taxes 86,258 Adjusted income before income taxes attribut

73、able to Acadia Healthcare Company,Inc.332,554 290,826 Income tax effect of adjustments to income(e)87,500 44,496 Adjusted income attributable to Acadia Healthcare Company,Inc.245,054 246,330 Income from provider relief fund,net of taxes (13,044)(23,915)Adjusted income from continuing operations attr

74、ibutable to Acadia Healthcare Company,Inc.excluding income from provider relief fund$232,010$222,415 Weighted-average shares outstanding-diluted 90,793 88,595 Adjusted income from continuing operations attributable to Acadia Healthcare Company,Inc.per diluted share*$2.70$2.78 Income from provider re

75、lief fund,net of taxes,per diluted share (0.14)(0.27)Adjusted income from continuing operations attributable to Acadia Healthcare Company,Inc.per diluted share$2.56$2.51 IXStatementsofDiscontinuedOperations(Unaudited)Year Ended December 31,(In thousands)2021 2020Revenue$62,520$1,119,768 Salaries,wag

76、es and benefits 35,937 632,134 Professional fees 6,815 127,291 Supplies 2,217 38,285 Rents and leases 2,509 47,748 Other operating expenses 6,682 113,534 Depreciation and amortization 74,935 Interest expense,net 10 (417)Loss on sale 13,490 867,324 Loss on impairment 20,239 Transaction-related expens

77、es 6,265 8,719 Total expenses 73,925 1,929,792 Loss from discontinued operations before income taxes (11,405)(810,024)Provision for income taxes 1,236 2,366 Loss from discontinued operations,net of taxes (12,641)(812,390)ReconciliationofLossfromDiscontinuedOperationstoAdjustedIncomefromDiscontinuedO

78、perationsbeforeIncomeTaxes(Unaudited)Year Ended December 31,(In thousands)2021 2020Loss from discontinued operations,net of taxes$(12,641)$(812,390)Adjustments to income:Transaction-related expenses(b)6,265 8,719 Loss on sale(f)13,490 867,324 Loss on impairment(d)20,239 Provision for income taxes 1,

79、236 2,366Adjusted income from discontinued operations before income taxes$8,350$86,258FootnotesWe have included certain financial measures in this annual report,including those listed below,which are“non-GAAP financial measures”as defined under the rules and regulations promulgated by the SEC.These

80、non-GAAP financial measures include,and are defined,as follows:EBITDA:net income(loss)attributable to Acadia Healthcare Company,Inc.adjusted for net income attributable to noncontrolling interests,loss from discontinued operations,net of taxes,provision for income taxes,net interest expense and depr

81、eciation and amortization.Adjusted EBITDA:EBITDA adjusted for equity-based compensation expense,transaction-related expenses,debt extinguishment costs and loss on impairment.Adjusted EBITDA excluding income from provider relief fund:Adjusted EBITDA adjusted for income from provider relief fund.Adjus

82、ted EBITDA margin:Adjusted EBITDA divided by revenue.Adjusted EBITDA margin excluding income from provider relief fund:Adjusted EBITDA excluding income from provider relief fund divided by revenue.Adjusted income from continuing operations before income taxes attributable to Acadia Healthcare Compan

83、y,Inc.:net income(loss)attributable to Acadia Healthcare Company,Inc.adjusted for loss from discontinued operations,net of taxes,transaction-related expenses,debt extinguishment costs,loss on impairment and provision for income taxes.Adjusted income from continuing operations attributable to Acadia

84、Healthcare Company,Inc.:Adjusted income from continuing operations before income taxes attributable to Acadia Healthcare Company,Inc.adjusted for the income tax effect of adjustments to income.Adjusted income from continuing operations attributable to Acadia Healthcare Company,Inc.excluding income f

85、rom provider relief fund:Adjusted income from continuing operations attributable to Acadia Healthcare Company,Inc.adjusted for income from provider relief fund.Adjusted income from discontinued operations before income taxes:Loss from discontinued operations,net of taxes,adjusted for transaction-rel

86、ated expenses,loss on sale,loss on impairment and provision for(benefit from)income taxes.Adjusted income attributable to Acadia Healthcare Company,Inc.:the sum of Adjusted income from continuing operations before income taxes attributable to Acadia Healthcare Company,Inc.,Adjusted income from disco

87、ntinued operations before income taxes and income tax effect of adjustments to income.Adjusted income attributable to Acadia Healthcare Company,Inc.excluding income from provider relief fund:Adjusted income from continuing operations attributable to Acadia Healthcare Company,Inc.adjusted for income

88、from provider relief fund.The non-GAAP financial measures presented herein are supplemental measures of our performance and are not required by,or presented in accordance with,generally accepted accounting principles in the United States(“GAAP”).The non-GAAP financial measures presented herein are n

89、ot measures of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity.Our measurements of these non-GAAP

90、 financial measures may not be comparable to similarly titled measures of other companies.We have included information concerning the non-GAAP financial measures in this annual report because we believe that such information is used by certain investors as measures of a companys historical performan

91、ce.We believe these measures are frequently used by securities analysts,investors and other interested parties in the evaluation of issuers of equity securities,many of which present similar non-GAAP financial measures when reporting their results.Because the non-GAAP financial measures are not meas

92、urements determined in accordance with GAAP and are thus susceptible to varying calculations,the non-GAAP financial measures,as presented,may not be comparable to other similarly titled measures of other companies.Our presentation of these non-GAAP financial measures should not be construed as an in

93、ference that our future results will be unaffected by unusual or nonrecurring items.(a)Represents the equity-based compensation expense of Acadia.(b)Represents transaction-related expenses incurred by Acadia primarily related to termination,restructuring,strategic review,acquisition and other simila

94、r costs.(c)Represents debt extinguishment costs recorded during the first quarter of 2021 in connection with the redemption of the 5.625%senior notes and 6.500%senior notes and the termination of the prior credit facility,during the second quarter of 2020 in connection with the redemption of the 6.1

95、25%senior notes and 5.125%senior notes and during the fourth quarter of 2020 in connection with the issuance of the 5.000%senior notes in October 2020 and the fourth repricing facilities amendment to the amended and restated credit facility in November 2020.(d)The Company opened a 260-bed replacemen

96、t hospital in Pennsylvania and recorded a non-cash property impairment charge of$23.2 million for the existing facility during the second quarter of 2021.Additionally,during the third quarter of 2021,the Company recorded a$1.1 million non-cash property impairment charge for one facility in Louisiana

97、 resulting from hurricane damage.For 2020,represents non-cash long-lived asset impairment charges related to certain facility closures.(e)Represents the income tax effect of adjustments to income based on a tax rate of 26.3%and 15.3%for the year ended December 31,2021 and 2020,respectively.(f)For 20

98、20,represents the loss on sale,including a non-cash goodwill impairment charge of$356.2 million,recorded in connection with the U.K.sale.For 2021,represents the adjustments to the loss on sale recorded in connection with the sale of our U.K.operations in January 2021 to reflect an increase in the U.

99、K.carrying value.X This page left intentionally blank.UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2021 or TRANSITION REPORT PURSUANT

100、 TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-35331 ACADIA HEALTHCARE COMPANY,INC.(Exact name of registrant as specified in its charter)Delaware 45-2492228(State or other jurisdiction of incorporation or organization)(I.R.S

101、.Employer Identification No.)6100 Tower Circle,Suite 1000 Franklin,Tennessee 37067(Address,including zip code,of registrants principal executive offices)(615)861-6000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each class Tradin

102、g Symbol Name of exchange on which registered Common Stock,$.01 par value ACHC NASDAQ Global Select Market Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indic

103、ate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12

104、 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pur

105、suant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,

106、a smaller reporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer”,“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Emerging growth company Non-accelerated fil

107、er Smaller reporting company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark

108、whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit re

109、port.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of June 30,2021,the aggregate market value of the shares of common stock of the registrant held by non-affiliates was approximately$5.5 billion,based on the closing price of

110、the registrants common stock reported on the NASDAQ Global Select Market of$62.75 per share.As of March 1,2022,there were 89,901,950 shares of the registrants common stock outstanding.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants definitive proxy statement for its 2022 annual meeti

111、ng of stockholders to be held on May 19,2022 are incorporated by reference into Part III of this Form 10-K.ACADIA HEALTHCARE COMPANY,INC.ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART I Item 1.Business 1 Item 1A.Risk Factors 14 Item 1B.Unresolved Staff Comments 34 Item 2.Properties 35 Item 3.Lega

112、l Proceedings 36 Item 4.Mine Safety Disclosures 36PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities 37 Item 6.Reserved 37 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A.Qua

113、ntitative and Qualitative Disclosures About Market Risk 52 Item 8.Financial Statements and Supplementary Data 52 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 52 Item 9A.Controls and Procedures 52 Item 9B.Other Information 52 Item 9C.Disclosure Regarding

114、 Foreign Jurisdictions that Prevent Inspections 52PART III Item 10.Directors,Executive Officers and Corporate Governance 53 Item 11.Executive Compensation 53 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 53 Item 13.Certain Relationships and Re

115、lated Transactions,and Director Independence 54 Item 14.Principal Accountant Fees and Services 54PART IV Item 15.Exhibits and Financial Statement Schedules 55 Item 16.Form 10-K Summary 58 SIGNATURES 59 1 PART I Unless the context otherwise requires,all references in this Annual Report on Form 10-K t

116、o“Acadia,”“the Company,”“we,”“us”or“our”mean Acadia Healthcare Company,Inc.and its consolidated subsidiaries.Item 1.Business.Overview Our business strategy is to acquire and develop behavioral healthcare facilities and improve our operating results within our facilities and our other behavioral heal

117、thcare operations.We strive to improve the operating results of our facilities by providing high-quality services,expanding referral networks and marketing initiatives while meeting the increased demand for behavioral healthcare services through expansion of our current locations as well as developi

118、ng new services within existing locations.At December 31,2021,we operated 238 behavioral healthcare facilities with approximately 10,500 beds in 40 states and Puerto Rico.During the year ended December 31,2021,we added 375 beds,consisting of 295 added to existing facilities and 80 added through the

119、opening of one wholly-owned facility,and opened 10 comprehensive treatment centers(“CTCs”).We are the leading publicly traded pure-play provider of behavioral healthcare services in the United States(the“U.S.”).Management believes that we are positioned as a leading platform in a highly fragmented i

120、ndustry under the direction of an experienced management team that has significant industry expertise.Management expects to take advantage of several strategies that are more accessible as a result of our increased size and geographic scale,including continuing a national marketing strategy to attra

121、ct new patients and referral sources,increasing our volume of out-of-state referrals,providing a broader range of services to new and existing patients and clients and selectively pursuing opportunities to expand our facility and bed count in the U.S.through acquisitions,wholly-owned de novo facilit

122、ies,joint ventures and bed additions in existing facilities.On January 19,2021,we completed the sale of our operations in the United Kingdom(the“U.K.”)to RemedcoUK Limited,a company organized under the laws of England and Wales and owned by funds managed or advised by Waterland Private Equity Fund V

123、II(the“U.K.Sale”).The U.K.Sale allowed us to reduce our indebtedness and focus on our U.S.operations.We report,for all periods presented,results of operations and cash flows of the U.K.operations as discontinued operations in the accompanying financial statements.See“U.K.Sale”below for additional de

124、tails about the U.K.Sale.Our common stock is listed for trading on The NASDAQ Global Select Market under the symbol“ACHC.”Our principal executive offices are located at 6100 Tower Circle,Suite 1000,Franklin,Tennessee 37067,and our telephone number is(615)861-6000.Acquisitions On December 31,2021,we

125、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(as defined below).Center

126、Pointe operates four acute inpatient hospitals with 306 beds and ten outpatient locations primarily in Missouri.U.K.Sale On January 19,2021,we completed the U.K.Sale pursuant to a Share Purchase Agreement in which we sold all of the securities of AHC-WW Jersey Limited,a private limited liability com

127、pany incorporated in Jersey and a subsidiary of the Company,which constituted the entirety of our U.K.operations.The U.K.Sale resulted in approximately$1,525 million of gross proceeds before deducting the settlement of existing foreign currency hedging liabilities of$85 million based on the current

128、British Pounds(“GBP”)to U.S.Dollars(“USD”)exchange rate,cash retained by the buyer and transaction costs.We used the net proceeds of approximately$1,425 million(excluding cash retained by the buyer)along with cash from the balance sheet to reduce debt by$1,640 million during the first quarter of 202

129、1.As a result of the U.K.Sale,we reported,for all periods presented,results of operations and cash flows of the U.K.operations as discontinued operations in the accompanying financial statements.COVID-19 Impact During March 2020,the global pandemic of the novel coronavirus known as COVID-19(“COVID-1

130、9”)began to affect our facilities,employees,patients,communities,business operations and financial performance,as well as the broader U.S.and U.K.economies and financial markets.At many of our facilities,employees and/or patients have tested positive for COVID-19.We are committed to protecting the h

131、ealth of our communities and have been responding to the evolving COVID-19 situation while taking steps to provide quality care and protect the health and safety of our patients and employees.Over the last two years,all of our 2 facilities have closely followed infectious disease protocols,as well a

132、s recommendations by the Centers for Disease Control and Prevention(“CDC”)and local health officials.We have taken numerous steps to help minimize the impact of the virus on our patients and employees.For example,we:established an internal COVID-19 taskforce;instituted social distancing practices an

133、d protective measures throughout our facilities,which included restricting or suspending visitor access,screening patients and staff who enter our facilities based on criteria established by the CDC and local health officials,and testing and isolating patients when warranted;implemented plans to vac

134、cinate all eligible employees at our facilities that participate in the Centers for Medicare and Medicaid Services(“CMS”)reimbursement programs;secured contracts with additional distributors for supplies;expanded telehealth capabilities;implemented emergency planning in directly impacted markets;and

135、 limited all non-essential business travel and in-person trainings and conferences.We have developed additional supply chain management processes,which includes extensive tracking and delivery of key personal protective equipment(“PPE”)and supplies and sharing resources across all facilities.We coul

136、d experience supply chain disruptions and significant price increases in equipment,pharmaceuticals and medical supplies,particularly PPE.Pandemic-related staffing difficulties and equipment,pharmaceutical and medical supplies shortages may impact our ability to treat patients at our facilities.Such

137、shortages could lead to us paying higher prices for supplies,equipment and labor and an increase in overtime hours paid to our employees.Financing Transactions On December 31,2012,we entered into the Amended and Restated Credit Agreement(the“Amended and Restated Credit Agreement”),which amended and

138、restated the Senior Secured Credit Facility that we originally entered into on April 1,2011.We amended the Amended and Restated Credit Agreement from time to time as described in our prior filings with the Securities and Exchange Commission(the“SEC”).See“Item 7.Managements Discussion and Analysis of

139、 Financial Condition and Results of OperationsLiquidity and Capital ResourcesNew Credit Facility”for additional information.We entered into a new senior credit facility(the“New Credit Facility”)on March 17,2021.This New Credit Facility provides for a$600.0 million senior secured revolving credit fac

140、ility(the“Revolving Facility”)and a$425.0 million senior secured term loan facility(the“Term Loan Facility”and,together with the Revolving Facility,the“Senior Facilities”),each maturing on March 17,2026 unless extended in accordance with the terms of the New Credit Facility.The Revolving Facility fu

141、rther provides for(i)up to$20.0 million to be utilized for the issuance of letters of credit and(ii)the availability of a swingline facility under which we may borrow up to$20.0 million.As a part of the closing of the New Credit Facility on March 17,2021,we(i)refinanced and terminated our prior cred

142、it facilities under the Amended and Restated Credit Agreement,dated as of December 31,2012(the“Prior Credit Facility”)and(ii)financed the redemption of all of our outstanding 5.625%Senior Notes due 2023(the“5.625%Senior Notes”).On March 17,2021,we satisfied and discharged the indentures governing th

143、e 5.625%Senior Notes.In connection with the redemption of the 5.625%Senior Notes,we recorded debt extinguishment costs of$3.3 million,including the write-off of deferred financing and premiums costs in the consolidated statement of operations.On March 1,2021,we satisfied and discharged the indenture

144、s governing the 6.500%Senior Notes due 2024(“6.500%Senior Notes”).In connection with the redemption of the 6.500%Senior Notes,we recorded debt extinguishment costs of$10.5 million,including$6.3 million cash paid for breakage costs and the write-off of deferred financing costs of$4.2 million in the c

145、onsolidated statement of operations.On January 5,2021,we made a voluntary payment of$105.0 million on our Term Loan B facility Tranche B-4(the“Tranche B-4 Facility”).On January 19,2021,we used a portion of the net proceeds from the U.K.Sale to repay$311.7 million of the Term Loan A facility(the“TLA

146、Facility”)and$767.9 million of our Tranche B-4 Facility of the Prior Credit Facility.On November 13,2020,we entered into the Fourth Repricing Facilities Amendment(the“Fourth Repricing Facilities Amendment”)to the Amended and Restated Credit Agreement.The Fourth Repricing Facilities Amendment extende

147、d the maturity date of each of the existing revolving line of credit and the existing TLA Facility from November 30,2021 to November 30,2022.The Fourth Repricing Facilities Amendment also(1)replaced the revolving line of credit in an aggregate committed amount of$500.0 3 million to an aggregate comm

148、itted amount of approximately$459.0 million and(2)replaced the TLA Facility aggregate outstanding principal amount of approximately$352.4 million to an aggregate principal amount of approximately$318.9 million.The interest rate margin applicable to both facilities remains unchanged from the prior fa

149、cilities,and the commitment fee applicable to the new revolving line of credit also remains unchanged from the prior revolving line of credit.In connection with the Fourth Repricing Facilities Amendment,we recorded a debt extinguishment charge of$1.0 million,including the write-off of discount and d

150、eferred financing costs,which was recorded in debt extinguishment costs in the consolidated statements of operations.On October 14,2020,we issued$475.0 million of 5.000%Senior Notes due 2029(the“5.000%Senior Notes”).The 5.000%Senior Notes mature April 15,2029 and bear interest at a rate of 5.000%per

151、 annum,payable semi-annually in arrears on April 15 and October 15,commencing on April 15,2021.We used the net proceeds of the 5.000%Senior Notes to prepay approximately$453.3 million of the outstanding borrowings on our existing Term Loan B facility Tranche B-3(the“Tranche B-3 Facility”)and used th

152、e remaining net proceeds for general corporate purposes and to pay related fees and expenses in connection with the offering.In connection with the 5.000%Senior Notes,we recorded a debt extinguishment charge of$2.9 million,including the write-off of discount and deferred financing cost in the consol

153、idated statements of operations.On June 24,2020,we issued$450.0 million of 5.500%Senior Notes due 2028(the“5.500%Senior Notes”).The 5.500%Senior Notes mature on July 1,2028 and bear interest at a rate of 5.500%per annum,payable semi-annually in arrears on January 1 and July 1 of each year,commencing

154、 on January 1,2021.As further described below,we used the net proceeds of the 5.500%Senior Notes,together with cash on hand,to redeem in full the outstanding 6.125%Senior Notes due 2021(the“6.125%Senior Notes”)and the 5.125%Senior Notes due 2022(the“5.125%Senior Notes”)and to pay related fees and ex

155、penses in connection therewith.On June 10,2020,we issued conditional notices of full redemption providing for the redemption in full of the 6.125%Senior Notes and the 5.125%Senior Notes on July 10,2020(the“Redemption Date”),in each case at a redemption price equal to 100.0%of the principal amount th

156、ereof,plus accrued and unpaid interest,if any,up to,but not including the Redemption Date(the“Redemption Price”).On June 24,2020,we satisfied and discharged the indentures governing the 6.125%Senior Notes and the 5.125%Senior Notes by irrevocably depositing with a trustee sufficient funds equal to t

157、he Redemption Price for the 6.125%Senior Notes and the 5.125%Senior Notes and otherwise complying with the terms in the indentures relating to the satisfaction and discharge of the 6.125%Senior Notes and the 5.125%Senior Notes.In connection with the redemption of the 6.125%Senior Notes and the 5.125

158、%Senior Notes,we recorded a debt extinguishment charge of$3.3 million,including the write-off of the deferred financing and other costs in the consolidated statements of operations.On April 21,2020,we entered into the Thirteenth Amendment(the“Thirteenth Amendment”)to the Amended and Restated Credit

159、Agreement.The Thirteenth Amendment amended the Consolidated Leverage Ratio in the existing covenant to increase the leverage ratio for the rest of 2020.On February 27,2019,we entered into the Twelfth Amendment(the“Twelfth Amendment”)to the Amended and Restated Credit Agreement.The Twelfth Amendment,

160、among other things,modified certain definitions,including“Consolidated EBITDA”,and increased our permitted Maximum Consolidated Leverage Ratio,thereby providing increased flexibility to us in terms of our financial covenants.On February 6,2019,we entered into the Eleventh Amendment(the“Eleventh Amen

161、dment”)to the Amended and Restated Credit Agreement.The Eleventh Amendment,among other things,amended the definition of“Consolidated EBITDA”to remove the cap on non-cash charges,losses and expenses related to the impairment of goodwill,which in turn provided increased flexibility to us in terms of o

162、ur financial covenants.Competitive Strengths Management believes the following strengths differentiate us from other providers of behavioral healthcare services:Premier operational management team with track record of success.Our management team has approximately 230 combined years of experience in

163、acquiring,integrating and operating a variety of behavioral health facilities.The extensive national experience and operational expertise of our management team give us what management believes to be the premier leadership team in the behavioral healthcare industry.Our management team strives to use

164、 its years of experience operating behavioral healthcare facilities to generate strong cash flow and grow a profitable business.Favorable industry and legislative trends.According to a 2020 survey by the Substance Abuse and Mental Health Services Administration of the U.S.Department of Health and Hu

165、man Services(“SAMHSA”),52.9 million of adults in the U.S.aged 18 years or older suffered from a mental illness in the prior year and 14.2 million suffered from a serious mental illness.Further,approximately 21.6 million people aged 12 or older in 2019 needed substance use treatment in the past year.

166、According to a study by The Journal of American Medical Association Pediatrics,an estimated 7.7 million U.S.children has a treatable mental health disorder.Management 4 believes the market for behavioral services will continue to grow due to increased awareness of mental health and substance abuse c

167、onditions and treatment options.While the growing awareness of mental health and substance abuse conditions is expected to accelerate demand for services,recent healthcare reform in the U.S.is expected to increase access to industry services as more people obtain insurance coverage.A key aspect of r

168、eform legislation is the extension of mental health parity protections established into law by the Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act of 2008(the“MHPAEA”).The MHPAEA requires employers who provide behavioral health and addiction benefits to provide such co

169、verage to the same extent as other medical conditions.On December 13,2016,then President Obama signed the 21st Century Cures Act.The 21st Century Cures Act appropriates substantial resources for the treatment of behavioral health and substance abuse disorders and contains measures intended to streng

170、then the MHPAEA.On October 21,2018,the Substance Use-Disorder Prevention that Promotes Opioid Recovery and Treatment for Patients and Communities Act(the“SUPPORT Act”)was signed into law.The SUPPORT Act expands Medicare coverage to include Opioid Treatment Programs for services provided on or after

171、January 2,2020.It also includes Individuals in Medicaid Deserve Care that is Appropriate and Responsible in its Execution Act,which suspends the current prohibition on using federal Medicaid funds to pay for substance use disorder treatment at inpatient treatment facilities with more than 16 beds an

172、d limits beneficiaries to no more than 30 days of inpatient treatment per 12 month period.Leading platform in attractive healthcare niche.We are a leading behavioral healthcare platform in an industry that is undergoing consolidation in an effort to reduce costs and expand programs to better serve t

173、he growing need for inpatient behavioral healthcare services.Management expects to take advantage of several strategies that are more accessible as a result of our increased size and geographic scale,including continuing a national marketing strategy to attract new patients and referral sources,incr

174、easing our volume of out-of-state referrals,providing a broader range of services to new and existing patients and clients and selectively pursuing opportunities to expand our facility and bed count.Diversified revenue and payor bases.At December 31,2021,we operated 238 facilities in 40 states and P

175、uerto Rico.Our payor,patient and geographic diversity mitigates the potential risk associated with any single facility.For the year ended December 31,2021,we received 49%of our revenue from continuing operations from Medicaid,30%from commercial payors,16%from Medicare and 5%from other payors.As we r

176、eceive Medicaid payments from 46 states,the District of Columbia and Puerto Rico,management does not believe that we are significantly affected by changes in reimbursement policies in any one state or territory.No facility accounted for more than 3%of revenue for the year ended December 31,2021,and

177、no state or U.S.territory accounted for more than 12%of revenue for the year ended December 31,2021.We believe that our increased geographic diversity will mitigate the impact of any financial or budgetary pressure that may arise in a particular state or market where we operate.Strong cash flow gene

178、ration and low capital requirements.We generate strong free cash flow by profitably operating our business and by actively managing our working capital.Moreover,as the behavioral healthcare business does not typically require the procurement and replacement of expensive medical equipment,our mainten

179、ance capital expenditure requirements are generally less than that of other facility-based healthcare providers.For the year ended December 31,2021,our maintenance capital expenditures amounted to approximately 2%of our revenue.Business Strategy We are committed to providing the communities we serve

180、 with high-quality,cost-effective behavioral healthcare services,while growing our business,increasing profitability and creating long-term value for our stockholders.To achieve these objectives,we have aligned our activities around the following growth strategies:Increase margins by enhancing progr

181、ams and improving performance at existing facilities.Management believes we can improve efficiencies and increase operating margins by utilizing our managements expertise and experience within existing programs and their expertise in improving performance at underperforming facilities.Management bel

182、ieves the efficiencies can be realized by investing in growth in strong markets,addressing capital-constrained facilities that have underperformed and improving management systems.Opportunistically pursue acquisitions and partnerships.We have positioned the Company as a leading provider of mental he

183、alth services in the U.S.The behavioral healthcare industry in the U.S.is highly fragmented,and we selectively seek opportunities to expand and diversify our base of operations by acquiring additional facilities and entering into partnerships with healthcare providers to acquire and develop addition

184、al facilities.We have a number of potential joint ventures and acquisitions in various stages of development and consideration in the U.S.Management believes our focus on behavioral healthcare and history of completing acquisitions provides us with a strategic advantage in sourcing,evaluating and cl

185、osing acquisitions.We leverage our management teams expertise to identify and integrate acquisitions based on a disciplined acquisition strategy that focuses on quality of service,return on investment and strategic benefits.5 We also have a comprehensive post-acquisition strategic plan to facilitate

186、 the integration of acquired facilities that includes improving facility operations,retaining and recruiting psychiatrists and other healthcare professionals and expanding the breadth of services offered by the facilities.Drive organic growth of existing facilities.We seek to increase revenue at our

187、 facilities by providing a broader range of services to new and existing patients and clients.In addition,management intends to increase bed counts in our existing facilities.During the year ended December 31,2021,we added 375 beds,consisting of 295 added to existing facilities and 80 added through

188、the opening of one wholly-owned facility,and opened 10 CTCs.For the year ending December 31,2022,we expect to add approximately 300 beds to existing facilities and 350 beds through the opening of two wholly-owned facilities and two joint venture facilities and expect to open at least six CTCs.Furthe

189、rmore,management believes that opportunities exist to leverage out-of-state referrals to increase volume and minimize payor concentration,especially with respect to our youth and adolescent focused services and our substance abuse services.U.S.Operations Our facilities and services can generally be

190、classified into the following categories:acute inpatient psychiatric facilities;specialty treatment facilities;and residential treatment centers.Outpatient programs associated with our facilities are included within each respective service line.The table below presents the percentage of our total U.

191、S.revenue attributed to each category for the year ended December 31,2021:Facility/Service Revenue for the Year Ended December 31,2021 Acute inpatient psychiatric facilities 49%Specialty treatment facilities 39%Residential treatment centers 12%We receive payments from the following sources for servi

192、ces rendered in our facilities:(i)state governments under their respective Medicaid and other programs;(ii)commercial insurers;(iii)the federal government under the Medicare program administered by the Centers for Medicare and Medicaid Services(“CMS”);and(iv)individual patients and clients.For the y

193、ear ended December 31,2021,we received 49%of our revenue from Medicaid,30%from commercial payors,16%from Medicare and 5%from other payors.At December 31,2021,our facilities included 238 behavioral healthcare facilities with approximately 10,500 beds in 40 states and Puerto Rico.Of our facilities,exc

194、luding CTCs,approximately 51%are acute inpatient psychiatric facilities,approximately 37%are specialty treatment facilities and approximately 12%are residential treatment centers at December 31,2021.Of the 238 behavioral healthcare facilities,141 are CTCs,which is a subset of specialty treatment fac

195、ilities.Of our CTCs,16 are owned properties and 125 are leased properties.Of the 97 facilities that are not CTCs,77 are owned properties and 20 are leased properties.For the years ended December 31,2021 and 2020,our continuing operations generated revenue of$2,314.4 million and$2,089.9 million,respe

196、ctively.Acute Inpatient Psychiatric Facilities Acute inpatient psychiatric facilities provide a high level of care in order to stabilize patients that are either a threat to themselves or to others.The acute setting provides 24-hour observation,daily intervention and monitoring by psychiatrists.Gene

197、rally,due to shorter lengths of stay,the related higher patient turnover,and the special security and health precautions required,acute inpatient psychiatric facilities have lower average occupancy than residential treatment centers.Our facilities that offer acute care services provide evaluation an

198、d crisis stabilization of patients with severe psychiatric diagnoses through a medical delivery model that incorporates structured and intensive medical and behavioral therapies with 24-hour monitoring by a psychiatrist,psychiatric trained nurses,therapists and other direct care staff.Lengths of sta

199、y for crisis stabilization and acute care range from three to five days and from five to twelve days,respectively.Specialty Treatment Facilities Our specialty treatment facilities include residential recovery facilities,eating disorder facilities and CTCs.We provide a comprehensive continuum of care

200、 for adults with addictive disorders and co-occurring mental disorders.Our detoxification,inpatient,partial hospitalization and outpatient treatment programs are cost-effective and give patients access to the least restrictive level of care.All programs offer individualized treatment in a supportive

201、 and nurturing environment.The majority of our specialty treatment services are provided to patients who abuse addictive substances such as alcohol,illicit drugs or opiates,including prescription drugs.Some of our facilities also treat other addictions and behavioral disorders such as chronic pain,s

202、exual compulsivity,compulsive gambling,mood disorders,emotional trauma and abuse.The goal of our treatment facilities is to provide the appropriate level of treatment to an individual no matter where they are in the lifecycle of their disease in 6 order to restore the individual to a healthier,more

203、productive life,free from dependence on illicit substances and destructive behaviors.Our treatment facilities provide a number of different treatment services such as assessment,detoxification,medication-assisted treatment,counseling,education,lectures and group therapy.We assess and evaluate the me

204、dical,psychological and emotional needs of the patient and address these needs in the treatment process.Following this assessment,an individualized treatment program is designed to provide a foundation for a lifelong recovery process.Many modalities are used in our treatment programs to support the

205、individual,including the twelve step philosophy,cognitive/behavioral therapies,supportive therapies and continuing care.Residential Recovery Facilities.Our inpatient facilities house and care for patients over an extended period and typically treat patients from a broadly defined regional market.We

206、provide three basic levels of residential treatment depending on the severity of the patients addiction and/or behavioral disorder.Patients with the most severe dependencies are typically placed into inpatient treatment,in which the patient resides at a treatment facility.If a patients condition is

207、less severe,he or she will be offered day treatment,which allows the patient to return home in the evening.The least intensive service is where the patient visits the facility for just a few hours a week to attend counseling/group sessions.Following primary treatment,our extended care programs typic

208、ally offer residential care,which allows patients to develop healthy and appropriate living skills while remaining in a safe and nurturing setting.Patients are supported in their recovery by a semi-structured living environment that allows them to begin the process of employment or to pursue educati

209、onal goals and to take personal responsibility for their recovery.The structure of this treatment phase is monitored by a primary therapist who works with each patient to integrate recovery skills and build a foundation of sobriety with a strong support system.Length of stay will vary depending on t

210、he patients needs with a minimum stay of 30 days and could be multiple months if needed.Our outpatient clinics serve patients that do not require inpatient treatment or are transitioning from a residential treatment program;have employment,family or school commitments;and have stabilized in their su

211、bstance addiction recovery practices and are seeking ongoing continuing care.Eating Disorder Facilities.Our eating disorder facilities provide treatment services for eating disorders and weight management,each of which may be effectively treated through a combination of medical,psychological and soc

212、ial treatment programs.Comprehensive Treatment Centers.Our CTCs specialize in providing medication-assisted and abstinent-based treatment.Medication-assisted treatment combines behavioral therapy and medication to treat substance use disorders.CTCs utilize medication-assisted treatment to individual

213、s addicted to opiates such as opioid analgesics(prescription pain medications)and heroin.Medication is used to normalize brain chemistry to block the euphoric effects of alcohol and opioids allowing our professional staff to provide behavioral therapy.Patients begin their treatment attending the cli

214、nic almost daily.Then,through successfully progressing in treatment,patients attend less frequently depending on individual treatment plans.The length of treatment differs from patient to patient,but typically ranges from one to three years.Each of our CTCs provide a range of comprehensive substance

215、 abuse treatment support services that include medical,counseling,vocational,educational,and other treatment services.Our behavioral therapies are delivered in an array of treatment models that may include individual and group therapy,intensive outpatient,outpatient,partial hospitalization/day treat

216、ment,road to recovery and other programs that can be either abstinent or medication assisted based.Residential Treatment Centers Residential treatment centers treat patients with behavioral disorders in a non-hospital setting,including outdoor programs.The facilities balance therapy activities with

217、social,academic and other activities.Because the setting is less intensive,demands on staffing,security and oversight are generally lower than inpatient psychiatric facilities.In contrast to acute care psychiatric facilities,occupancy in residential treatment centers can be managed more easily given

218、 a longer length of stay.Over time,however,residential treatment centers have continued to serve increasingly severe patients who would have been treated in acute care facilities in earlier years.We provide residential treatment care through a medical model residential treatment facility,which offer

219、s intensive,medically-driven interventions and individualized treatment regimens designed to deal with moderate to high level patient acuity.Children and adolescents admitted to these facilities typically have had multiple prior failed treatment plans,severe physical,sexual and emotional abuse,termi

220、nation of parental custody,substance abuse,marked deficiencies in social,interpersonal and academic skills and a wide range of psychiatric disorders.Treatment typically is provided by an interdisciplinary team coordinating psychopharmacological,individual,group and family therapy,along with speciali

221、zed accredited educational programs in both secure and unlocked environments.Lengths of stay range from three months to several years.7 Certain of our residential treatment centers provide group home,therapeutic group home and therapeutic foster care programs.Our group home programs provide family-s

222、tyle living for youths in a single house or apartment within residential communities where supervision and support are provided by 24-hour staff.The goal of a group home program is to teach family living and social skills through individual and group counseling sessions within a real life environmen

223、t.The residents are encouraged to take responsibility for the home and their health as well as actively take part in community functions.Most attend an accredited and licensed on-premises school or a local public school.We also operate therapeutic group homes that provide comprehensive treatment ser

224、vices for seriously,emotionally disturbed adolescents.The ultimate goal is to reunite or place these children with their families or prepare them,when appropriate,for permanent placement with a relative or an adoptive family.We also manage therapeutic foster care programs,which are considered the le

225、ast restrictive form of therapeutic placement for children and adolescents with emotional disorders.Children and adolescents in our therapeutic foster care programs often are part of the child welfare or juvenile justice system.Care is delivered in private homes with experienced foster parents who a

226、re trained to work with children and adolescents with special needs.U.K.Operations Prior to the U.K.Sale,we were the leading independent provider of mental health services in the U.K.operating 345 inpatient behavioral health facilities with approximately 8,200 beds at December 31,2020.Our U.K.facili

227、ties were located in England,Wales,Scotland and Northern Ireland.For the years ended December 31,2021 and 2020,our U.K.operations generated revenue of$62.5 million and$1,119.8 million,respectively,primarily through the operation and management of inpatient behavioral health facilities.Additional inf

228、ormation about our U.K.operations and the U.K.s behavioral healthcare industry can be found in our prior filings with the SEC.Sources of Revenue As of December 31,2021,we received payments from the following sources for services rendered in our facilities:(i)state governments under their respective

229、Medicaid and other programs;(ii)commercial insurers;(iii)the federal government under the Medicare program administered by CMS;and(iv)individual patients and clients.We determine the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payor

230、s,discounts provided to uninsured patients and implicit price concessions.Contractual adjustments and discounts are based on contractual agreements,discount policies and historical experience.Implicit price concessions are based on historical collection experience.See“Item 7.Managements Discussion a

231、nd Analysis of Financial Condition and Results of Operations Critical Accounting Policies Revenue and Accounts Receivable”for additional disclosure.Other information related to our revenue,income and other operating information is provided in our Consolidated Financial Statements.Regulation U.S.Over

232、view The healthcare industry is subject to numerous laws,regulations and rules including,among others,those related to government healthcare program participation requirements,various licensure and accreditation standards,reimbursement for patient services,health information privacy and security rul

233、es,and government healthcare program fraud and abuse provisions.Providers that are found to have violated any of these laws and regulations may be excluded from participating in government healthcare programs,subjected to loss or limitation of licenses to operate,subjected to significant fines or pe

234、nalties and/or required to repay amounts received from the government for previously billed patient services.Licensing,Certification and Accreditation All of our facilities must comply with various federal,state and local licensing and certification regulations and undergo periodic inspection by lic

235、ensing agencies to certify compliance with such regulations.The initial and continued licensure of our facilities and certification to participate in government healthcare programs depends upon many factors including various state licensure regulations relating to quality of care,environment of care

236、,equipment,services,staff training,personnel and the existence of adequate policies,procedures and controls.Federal,state and local agencies survey our facilities on a regular basis to determine whether the facilities are in compliance with regulatory operating and health standards and conditions fo

237、r participating in government healthcare programs.Most of our inpatient and residential facilities maintain accreditation from private entities,such as The Joint Commission or the Commission on Accreditation of Rehabilitation Facilities(“CARF”).The Joint Commission and CARF are private organizations

238、 that have accreditation programs for a broad spectrum of healthcare facilities.The Joint Commission accredits a broad variety of healthcare organizations,including hospitals and behavioral health organizations.CARF accredits behavioral health organizations 8 providing mental health and alcohol and

239、drug use and addiction services,as well as opiate treatment programs,and many other types of healthcare programs.These accreditation programs are intended generally to improve the quality,safety,outcomes and value of healthcare services provided by accredited facilities.Certain federal and state lic

240、ensing agencies as well as many government and private healthcare payment programs require that providers be accredited as a condition of licensure,certification or participation.Accreditation is typically granted for a specified period,ranging from one to three years,and renewals of accreditation g

241、enerally require completion of a renewal application and an on-site renewal survey.Certificates of Need Many of the states in which we operate facilities have enacted certificate of need(“CON”)laws that regulate the construction or expansion of certain healthcare facilities,certain capital expenditu

242、res or changes in services or bed capacity.Failure to obtain CON approval of certain activities can result in:our inability to complete an acquisition,expansion or replacement;the imposition of civil penalties;the inability to receive Medicare or Medicaid reimbursement;or the revocation of a facilit

243、ys license,any of which could harm our business.Audits Our healthcare facilities are also subject to federal,state and commercial payor audits to validate the accuracy of claims submitted to government healthcare programs and commercial payors.If these audits identify overpayments,we could be requir

244、ed to make substantial repayments,subject to various appeal rights.Several of our facilities have undergone claims audits related to their receipt of payments during the last several years with no material overpayments identified.However,potential liability from future audits could ultimately exceed

245、 established reserves,and any excess could potentially be substantial.Further,Medicare and Medicaid regulations,as well as commercial payor contracts,also provide for withholding or suspending payments in certain circumstances,which could adversely affect our cash flow.The Anti-Kickback Statute and

246、Stark Law The Anti-Kickback Statute prohibits healthcare providers and others from directly or indirectly soliciting,receiving,offering or paying any remuneration,in cash or in kind,as an inducement or reward for using,referring,ordering,recommending or arranging for referrals or orders of services

247、or other items paid for by a government healthcare program.The Anti-Kickback Statute may be found to have been violated if at least one purpose of the remuneration is to induce or reward referrals.A provider is not required to have actual knowledge or specific intent to commit a violation of the Ant

248、i-Kickback Statute to be found guilty of violating the law.The Office of Inspector General of the Department of Health and Human Services(the“OIG”)has issued safe harbor regulations that protect certain types of common arrangements from prosecution or sanction under the Anti-Kickback Statute.The fac

249、t that conduct or a business arrangement does not fall within a safe harbor does not automatically render the conduct or business arrangement illegal under the Anti-Kickback Statute.However,conduct and business arrangements falling outside the safe harbors may lead to increased scrutiny by governmen

250、t enforcement authorities.In December of 2020,the OIG finalized revisions to the Anti-Kickback Statute safe harbors and created new safe harbors for value-based care that became effective January 19,2021.The new regulations are intended to improve patient care and foster innovative care models by ea

251、sing regulatory burdens to coordinated and value-based care.Although management believes that our arrangements with physicians and other referral sources comply with current law and available interpretative guidance,as a practical matter it is not always possible to structure our arrangements so as

252、to fall squarely within an available safe harbor.Where that is the case,we cannot guarantee that applicable regulatory authorities will determine these financial arrangements do not violate the Anti-Kickback Statute or other applicable laws,including state anti-kickback laws.In addition to the Anti-

253、Kickback Statute,the federal Physician Self-Referral Law,also known as the Stark Law,prohibits physicians from referring Medicare patients to healthcare entities with which they or any of their immediate family members have a financial relationship for the furnishing of any“designated health service

254、s”unless certain exceptions apply.A violation of the Stark Law may result in a denial of payment;required refunds to the Medicare program;imposition of statutory civil monetary penalties of up to$15,000 for each prohibited claim and up to$100,000 for circumvention schemes;exclusion from government h

255、ealthcare programs;and liability under the False Claims Act.There are ownership and compensation arrangement exceptions for many customary financial arrangements between physicians and facilities,including the employment exception,personal services exception,lease exception and certain recruitment e

256、xceptions.The Centers for Medicaid and Medicare finalized revisions to the exceptions and created new exceptions for value-based care that became effective on January 19,2021.As with the changes made to the Anti-Kickback Statute,the new Stark exceptions are intended to improve patient care and foste

257、r innovative care models by easing regulatory burdens to coordinated and value-based care.9 Management believes that our financial arrangements with physicians are structured to comply with the regulatory exceptions to the Stark Law.However,the Stark Law is a strict liability statute,meaning that no

258、 intent is required to violate the law,and even a technical violation may lead to significant penalties.These laws and regulations are extremely complex and,in many cases,we do not have the benefit of regulatory or judicial interpretation.It is possible that different interpretations or enforcement

259、of these laws and regulations could subject our current or past practices to allegations of impropriety or illegality or could require us to make changes in our arrangements relating to facilities,equipment,personnel,services,capital expenditure programs and operating expenses.A determination that w

260、e have violated one or more of these laws,or the public announcement that we are being investigated for possible violations of one or more of these laws,could have a material adverse effect on our business,financial condition or results of operations.In addition,we cannot predict whether other feder

261、al or state legislation or regulations will be adopted,what form such legislation or regulations may take or what their impact on us may be.If we are deemed to have failed to comply with the Anti-Kickback Statute,the Stark Law or other applicable laws and regulations,we could be subjected to liabili

262、ties,including criminal penalties,civil penalties and exclusion of one or more facilities from participation in the government healthcare programs.The imposition of such penalties could have a material adverse effect on our business,financial condition or results of operations.Eliminating Kickbacks

263、in Recovery Act The SUPPORT Act contains a number of provisions aimed at identifying at-risk individuals,increasing access to opioid abuse treatment,reducing overprescribing and promoting data sharing with the primary goal of reducing the use and abuse of opioids.Additionally,the SUPPORT Act attempt

264、s to address the problem of“patient brokering”in the context of addiction treatment facilities and sober living homes.One section of the SUPPORT Act,the Eliminating Kickbacks in Recovery Act(the“EKRA”),makes it a federal crime to knowingly and willfully:(1)solicit or receive any remuneration in retu

265、rn for referring a patient to a recovery home,clinical treatment facility or laboratory;or(2)pay or offer any remuneration to induce such a referral or in exchange for an individual using the services of a recovery home,clinical treatment facility,or laboratory.Each conviction under the EKRA is puni

266、shable by up to$200,000 in monetary damages,imprisonment for up to ten(10)years,or both.Unlike the Anti-Kickback Statutes,the EKRA is not limited to services reimbursable under a government healthcare program.The EKRA also contains exceptions similar to the Anti-Kickback Statute safe harbors,but tho

267、se exceptions are more narrow than the Anti-Kickback Statute safe harbors such that practices that would be permissible under the Anti-Kickback Statute may violate the EKRA.Federal False Claims Act and Other Fraud and Abuse Provisions The federal False Claims Act provides the government a tool to pu

268、rsue healthcare providers for submitting false claims or requests for payment for healthcare items or services.Under the False Claims Act,the government may fine any person or entity that,among other things,knowingly submits,or causes the submission of,false or fraudulent claims for payment to the f

269、ederal government or knowingly and improperly avoids or decreases an obligation to pay money to the federal government.The federal government has widely used the False Claims Act to prosecute Medicare and other federal healthcare program fraud such as coding errors,billing for services not provided,

270、submitting false cost reports and providing care that is not medically necessary or that is substandard in quality.Claims for services or items rendered in violation of the Anti-Kickback Statute or the Stark Law can provide a basis for liability under the False Claims Act as well.The False Claims Ac

271、t is also implicated by the knowing failure to report and return an overpayment within 60 days of identifying the overpayment or by the date a corresponding cost report is due,whichever is later.Violations of the False Claims Act are punishable by significant penalties totaling$12,537 to$25,076 for

272、each fraudulent claim plus three times the amount of damages sustained by the government.In addition,under the qui tam,or whistleblower,provisions of the False Claims Act,private parties may bring actions under the False Claims Act on behalf of the federal government.These private parties,known as r

273、elators,are entitled to share in any amounts recovered by the government,and,as a result,whistleblower lawsuits have increased significantly in recent years.Many states have similar false claims statutes that impose liability for the types of acts prohibited by the False Claims Act or that otherwise

274、 prohibit the submission of false or fraudulent claims to the state government or Medicaid program.In addition to the False Claims Act,the federal government may use several criminal laws,such as the federal mail fraud,wire fraud or health care fraud statutes,to prosecute the submission of false or

275、fraudulent claims for payment to the federal government.Most states have also adopted generally applicable insurance fraud statutes and regulations that prohibit healthcare providers from submitting inaccurate,incorrect or misleading claims to private insurance companies.Management believes our heal

276、thcare facilities have implemented appropriate safeguards and procedures to complete claim forms and requests for payment in an accurate manner and to operate in compliance with applicable laws.However,the possibility of billing or other errors can never be completely 10 eliminated,and we cannot gua

277、rantee that the government or a qui tam plaintiff,upon audit or review,would not take the position that billing or other errors,should they occur,are violations of the False Claims Act.HIPAA Administrative Simplification and Privacy and Security Requirements The administrative simplification provisi

278、ons of the Health Insurance Portability and Accountability Act(“HIPAA”),as amended by the Health Information Technology for Economic and Clinical Health Act(“HITECH”),require the use of uniform electronic data transmission standards for healthcare claims and payment transactions submitted or receive

279、d electronically.These provisions are intended to encourage electronic commerce in the healthcare industry.HIPAA also established federal rules protecting the privacy and security of individually identifiable protected health information(“PHI”).The privacy and security regulations control the use an

280、d disclosure of PHI and the rights of patients to be informed about and control how such PHI is used and disclosed.Violations of HIPAA can result in both criminal and civil fines and penalties.The HIPAA security regulations require healthcare providers to implement administrative,physical and techni

281、cal safeguards to protect the confidentiality,integrity and availability of PHI.HITECH has strengthened certain HIPAA rules regarding the use and disclosure of PHI,extended certain HIPAA provisions to business associates and created security breach notification requirements including notifications t

282、o the individuals affected by the breach,the Department of Health and Human Services,and in certain cases,the media.HITECH has also increased maximum penalties for violations of HIPAA privacy rules.Management believes that we have been in material compliance with the HIPAA regulations and have devel

283、oped our policies and procedures to ensure ongoing compliance,although we cannot guarantee that our facilities will not be subject to security incidents or breaches which could have a material adverse effect on our business,financial condition or results of operations.The Emergency Medical Treatment

284、&Labor Act The Emergency Medical Treatment&Labor Act(“EMTALA”)is intended to ensure public access to emergency services regardless of ability to pay.Section 1867 of the Social Security Act imposes specific obligations on Medicare-participating hospitals that offer emergency services to provide a med

285、ical screening examination when a request is made for examination or treatment for an emergency medical condition regardless of an individuals ability to pay.Hospitals are then required to provide stabilizing treatment for patients with emergency medical conditions.If a hospital is unable to stabili

286、ze a patient within its capability,or if the patient requests,an appropriate transfer must be implemented.EMTALA imposes additional obligations on hospitals with specialized capabilities,such as ours,to accept the transfer of patients in need of such specialized capabilities if those patients presen

287、t in the emergency room of a hospital that does not possess the specialized capabilities.Mental Health Parity Legislation The MHPAEA was signed into law in October 2008 and requires health insurance plans that offer mental health and addiction coverage to provide that coverage on par with financial

288、and treatment coverage offered for other illnesses.The MHPAEA has some limitations because health plans that do not already cover mental health treatments are not required to do so,and health plans are not required to provide coverage for every mental health condition published in the Diagnostic and

289、 Statistical Manual of Mental Disorders by the American Psychiatric Association.The MHPAEA also contains a cost exemption which operates to exempt a group health plan from the MHPAEAs requirements if compliance with the MHPAEA becomes too costly.On December 13,2016,then President Obama signed the 21

290、st Century Cures Act.The 21st Century Cures Act appropriated substantial resources for the treatment of behavioral health and substance abuse disorders and contained measures intended to strengthen the MHPAEA.CARES Act and Other Regulatory Developments On March 27,2020,the Coronavirus Aid,Relief and

291、 Economic Security Act(the“CARES Act”)was signed into law.The CARES Act is intended to provide over$2 trillion in stimulus benefits for the U.S.economy.Among other things,the CARES Act includes additional support for small businesses,expands unemployment benefits,makes forgivable loans available to

292、small businesses,provides for certain federal income tax changes,and provides$500 billion for loans,loan guarantees,and other investments for or in U.S.businesses.In addition,the CARES Act contains a number of provisions that are intended to assist healthcare providers as they combat the effects of

293、the COVID-19 pandemic.Those provisions include,among others:11 an appropriation to the Public Health and Social Services Emergency Fund(“PHSSE Fund”),also known as the Provider Relief Fund,to reimburse,through grants or other mechanisms,eligible healthcare providers and other approved entities for C

294、OVID-19-related expenses or lost revenue;the expansion of CMS Accelerated and Advance Payment Program;the temporary suspension of Medicare sequestration from May 1,2020 to March 31,2022;and waivers or temporary suspension of certain regulatory requirements.The U.S.government initially announced it w

295、ould offer$100 billion of relief to eligible healthcare providers through the PHSSE Fund.On April 24,2020,then President Trump signed into law the PPP Act.Among other things,the PPP Act allocates$75 billion to eligible healthcare providers to help offset COVID-19 related losses and expenses.The$75 b

296、illion allocated under the PPP Act is in addition to the$100 billion allocated to healthcare providers for the same purposes in the CARES Act and has been disbursed to providers under terms and conditions similar to the CARES Act funds.We received approximately$19.7 million of the initial PHSSE fund

297、s distributed in April 2020.We received approximately$12.8 million of additional PHSSE funds in August 2020.In April 2021,we received$24.2 million of additional funds from the PHSSE Fund.We continue to evaluate our compliance with the terms and conditions to,and the financial impact of,these additio

298、nal funds received.During the fourth quarter of 2020,we recorded$32.8 million of income from provider relief fund in the consolidated statements of operations related to$34.9 million of PHSSE funds received from April through December 2020.Our recognition of this income was based on revised guidance

299、 in the Consolidated Appropriations Act,2021(the“CAA”)enacted in December 2020.During the fourth quarter of 2021,we recorded$17.9 million of income from provider relief fund on the consolidated statement of operations related to the PHSSE funds received in 2021.Using existing authority and certain e

300、xpanded authority under the CARES Act,U.S.Department of Health and Human Services(“HHS”)expanded CMS Accelerated and Advance Payment Program to a broader group of Medicare Part A and Part B providers for the duration of the COVID-19 pandemic.Under the program,our facilities were eligible to request

301、up to 100%of their Medicare payment amount for a three-month period.Under the original terms of the program,the repayment of these accelerated/advanced payments would have begun 120 days after the date of the issuance of the payment and the amounts advanced to our facilities would have been recouped

302、 from new Medicare claims as a 100%offset.Our facilities would have had 210 days from the date the accelerated or advance payment was made to repay the amounts that they owe.On October 1,2020,Congress amended the terms of the Accelerated and Advance Payment Program to extend the term of the loan and

303、 adjust the repayment process.Under the new terms of the program,all providers will have 29 months from the date of their first program payment to repay the full amount of the accelerated or advance payments they have received.The revised terms extend the period before repayment begins from 210 days

304、 to one year from the date that payment under the program was received.Once the repayment period begins,the offset will be limited to 25%of new claims during the first 11 months of repayment and 50%of new claims during the final 6 months.The revised program terms also lower the interest rate on outs

305、tanding amounts due at the end of the repayment period from 10%to 4%.We applied for and received approximately$45 million in April 2020 from this program.We repaid approximately$25 million of the$45 million of advance payments during 2021 via recoupment from our new Medicare claims and will continue

306、 to repay the remaining balance throughout 2022.Also under the CARES Act,we received a 2%increase in our facilities Medicare reimbursement rate as a result of the temporary suspension of Medicare sequestration from May 1,2020 to March 31,2022.The CARES Act also provides for certain federal income an

307、d other tax changes,including an increase in the interest expense tax deduction limitation and bonus depreciation of qualified improvement property.Furthermore,under the CARES Act,(i)for taxable years beginning before 2021,net operating loss(“NOL”)carryforwards and carrybacks may offset 100%of taxab

308、le income and(ii)NOLs arising in 2018,2019 and 2020 taxable years may be carried back to each of the preceding five years to generate a refund.As a result,in 2019 and 2020 we received a benefit,in the form of refunds and lower future tax payments,of$51.6 million,consisting of$22.8 million related to

309、 interest expense,$20.5 million related to qualified improvement property legislation,and an$8.3 million permanent benefit due to the loss being able to be carried back at a 35%tax rate to offset income in tax years prior to 2018(21%for tax years after 2017).We also received a cash benefit of approx

310、imately$39 million for 2020 relating to the delay of payment of the employer portion of Social Security payroll taxes,as enacted by the CARES Act.Additionally,we repaid half of the$39 million of payroll tax deferrals during the third quarter of 2021 and expect to repay the remaining portion in the s

311、econd half of 2022.In addition to the financial and other relief that has been provided by the federal government through the CARES Act and other legislation passed by Congress,CMS and many state governments have also issued waivers and temporary suspensions of healthcare facility licensure,certific

312、ation,and reimbursement requirements in order to provide hospitals,physicians,and other healthcare 12 providers with increased flexibility to meet the challenges presented by the COVID-19 pandemic.For example,CMS and many state governments have temporarily eased regulatory requirements and burdens f

313、or delivering and being reimbursed for healthcare services provided remotely through telemedicine.CMS has also temporarily waived many provisions of the Stark law,including many of the provisions affecting our relationships with physicians.Many states have also suspended the enforcement of certain r

314、egulatory requirements to ensure that healthcare providers have sufficient capacity to treat COVID-19 patients.These regulatory changes are temporary,with most slated to expire at the end of the declared COVID-19 public health emergency.We are continuing to evaluate the terms and conditions and fina

315、ncial impact of funds received under the CARES Act and other government relief programs.Corporate Integrity Agreement During the second quarter of 2019,we entered into a corporate integrity agreement(the“CIA”)with the OIG imposing certain compliance obligations on us and our subsidiary,CRC Health.Fo

316、r further discussion of the background of this matter and the CIA,see“Item 1A.Risk Factors We could be subject to monetary penalties and other sanctions,including exclusion from federal healthcare programs,if we fail to comply with the terms of the CIA”Risk Management and Insurance The healthcare in

317、dustry in general continues to experience an increase in the frequency and severity of litigation and claims.As is typical in the healthcare industry,we are subject to claims that our services have resulted in injury to our patients or clients or other adverse effects.In addition,resident,visitor an

318、d employee injuries also subject us to the risk of litigation.While management believes that quality care is provided to patients and clients in our facilities and that we substantially comply with all applicable regulatory requirements,an adverse determination in a legal proceeding or government in

319、vestigation could have a material adverse effect on our business,financial condition or results of operations.Our statutory workers compensation program is fully insured with a$0.5 million deductible per accident.A portion of our professional liability risks are insured through a wholly-owned insura

320、nce subsidiary.We are self-insured for professional liability claims up to$3 million per claim through August 31,2021 and$10.0 million thereafter,and have obtained reinsurance coverage from a third party to cover claims in excess of the retention limit.The reinsurance policy has a coverage limit of$

321、60.0 million in the aggregate.Our reinsurance receivables are recognized consistent with the related liabilities and include known claims and any incurred but not reported claims that are covered by current insurance policies in place.Environmental Matters We are subject to various federal,state and

322、 local environmental laws that:(i)regulate certain activities and operations that may have environmental or health and safety effects,such as the handling,storage,transportation,treatment and disposal of medical waste products generated at our facilities,the identification and warning of the presenc

323、e of asbestos-containing materials in buildings,as well as the removal of such materials,the presence of other hazardous substances in the indoor environment and protection of the environment and natural resources in connection with the development or construction of our facilities;(ii)impose liabil

324、ity for costs of cleaning up,and damages to natural resources from,past spills,waste disposals on and off-site,or other releases of hazardous materials or regulated substances;and(iii)regulate workplace safety.Some of our facilities generate infectious or other hazardous medical waste due to the ill

325、ness or physical condition of our patients.The management of infectious medical waste is subject to regulation under various federal,state and local environmental laws,which establish management requirements for such waste.These requirements include record-keeping,notice and reporting obligations.Ea

326、ch of our facilities has an agreement with a waste management company for the disposal of medical waste.The use of such companies,however,does not completely protect us from violations of medical waste laws or from related third-party claims for clean-up costs.From time to time,our operations have r

327、esulted in,or may result in,non-compliance with,or liability pursuant to,environmental or health and safety laws or regulations.Management believes that our operations are generally in compliance with environmental and health and safety regulatory requirements or that any non-compliance will not res

328、ult in a material liability or cost to achieve compliance.Historically,the costs of achieving and maintaining compliance with environmental laws and regulations at our facilities have not been material.However,we cannot assure you that future costs and expenses required for us to comply with any new

329、 or changes in existing environmental and health and safety laws and regulations or new or discovered environmental conditions will not have a material adverse effect on our business,financial condition or results of operations.We have not been notified of and management is otherwise currently not a

330、ware of any contamination at our currently or formerly operated facilities that could result in material liability or cost to us under environmental laws or regulations for the investigation and remediation of such contamination,and we currently are not undertaking any remediation or investigation a

331、ctivities in connection with any such contamination conditions.There may,however,be environmental conditions currently unknown to us 13 relating to our prior,existing or future sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired which could have a

332、material adverse effect on our business.New laws,regulations or policies or changes in existing laws,regulations or policies or their enforcement,future spills or accidents or the discovery of currently unknown conditions or non-compliances may give rise to investigation and remediation liabilities,

333、compliance costs,fines and penalties,or liability and claims for alleged personal injury or property damage due to substances or materials used in our operations,any of which may have a material adverse effect on our business,financial condition or results of operations.Competition The healthcare industry is highly competitive.Our principal competitors include other behavioral healthcare service c