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 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 pursuant 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, 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.

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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered ~~or to be registered~~ pursuant to Section 12(b) of the Act:

At October ~~30, 2020,~~29, 2021, there were ~~88,991,252~~89,935,616 shares of the registrant’s common stock outstanding.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
	(In thousands, except per share amounts)												(In thousands, except per share amounts)
Revenue	$	833,304		$	777,251		$	2,366,425		$	2,327,230		$	587,559		$	547,961		$	1,720,914		$	1,548,653
Salaries, wages and benefits (including equity-based compensation expense of $5,471, $4,039, $16,258 and $14,322, respectively)		450,459			428,601			1,318,378			1,288,399
Salaries, wages and benefits (including equity-based compensation expense of $8,923, $5,471, $24,988 and $16,258, respectively)														309,118			290,619			922,684			852,864
Professional fees		61,359			62,152			183,273			177,588			35,602			29,372			101,915			91,009
Supplies		31,207			30,790			93,302			91,661			23,743			21,773			67,698			65,028
Rents and leases		21,182			20,134			62,833			60,860			9,658			9,365			28,690			27,975
Other operating expenses		97,093			92,975			288,222			281,517			76,502			68,213			222,263			202,540
Other income		18,070			—			—			—			—			18,070			—			—
Depreciation and amortization		42,912			40,620			126,037			122,277			27,805			24,132			78,349			70,298
Interest expense, net		37,553			46,644			119,064			143,384			15,706			37,315			61,420			118,398
Debt extinguishment costs		—			—			3,271			—			—			—			24,650			3,271
Loss on impairment		20,239			—			20,239			—			1,079			—			24,293			—
Transaction-related expenses		8,503			5,775			17,293			15,308			3,035			3,024			9,320			9,558
Total expenses		788,577			727,691			2,231,912			2,180,994			502,248			501,883			1,541,282			1,440,941
Income before income taxes		44,727			49,560			134,513			146,236
Income from continuing operations before income taxes														85,311			46,078			179,632			107,712
Provision for income taxes		7,166			6,837			21,171			25,801			17,411			9,191			42,948			24,174
Income from continuing operations														67,900			36,887			136,684			83,538
Income (loss) from discontinued operations, net of taxes														—			674			(12,641	)		29,804
Net income		37,561			42,723			113,342			120,435			67,900			37,561			124,043			113,342
Net income attributable to noncontrolling interests		(563	)		(157	)		(1,802	)		(258	)		(1,774	)		(563	)		(3,686	)		(1,802	)
Net income attributable to Acadia Healthcare Company, Inc.	$	36,998		$	42,566		$	111,540		$	120,177		$	66,126		$	36,998		$	120,357		$	111,540
Earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Basic	$	0.42		$	0.49		$	1.27		$	1.37
Diluted	$	0.42		$	0.48		$	1.26		$	1.37
Basic earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.													$	0.74		$	0.41		$	1.50		$	0.93
Income (loss) from discontinued operations														—			0.01			(0.14	)		0.34
Net income attributable to Acadia Healthcare Company, Inc.													$	0.74		$	0.42		$	1.36		$	1.27

Diluted earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.													$	0.73		$	0.41		$	1.47		$	0.92
Income (loss) from discontinued operations														—			0.01			(0.14	)		0.34
Net income attributable to Acadia Healthcare Company, Inc.													$	0.73		$	0.42		$	1.33		$	1.26
Weighted-average shares outstanding:
Basic		87,911			87,649			87,849			87,591			88,962			87,911			88,684			87,849
Diluted		88,856			87,859			88,449			87,805			90,889			88,856			90,604			88,449

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
	(In thousands)												(In thousands)
Net income	$	37,561		$	42,723		$	113,342		$	120,435		$	67,900		$	37,561		$	124,043		$	113,342
Other comprehensive income (loss):
Foreign currency translation gain (loss)		82,332			(59,975	)		(46,851	)		(66,112	)		—			82,332			(4,260	)		(46,851	)
(Loss) gain on derivative instruments, net of tax of $(8.0) million, $5.0 million, $8.0 million and $10.7 million, respectively		(21,566	)		11,598			21,622			20,495
(Loss) gain on derivative instruments, net of tax of $0.0 million, $(8.0) million, $0.1 million and $8.0 million, respectively														—			(21,566	)		19			21,622
U.K. Sale														—			—			375,606			—
Other comprehensive income (loss)		60,766			(48,377	)		(25,229	)		(45,617	)		—			60,766			371,365			(25,229	)
Comprehensive income (loss)		98,327			(5,654	)		88,113			74,818
Comprehensive income														67,900			98,327			495,408			88,113
Comprehensive income attributable to noncontrolling interests		(563	)		(157	)		(1,802	)		(258	)		(1,774	)		(563	)		(3,686	)		(1,802	)
Comprehensive income (loss) attributable to Acadia Healthcare Company, Inc.	$	97,764		$	(5,811	)	$	86,311		$	74,560
Comprehensive income attributable to Acadia Healthcare Company, Inc.													$	66,126		$	97,764		$	491,722		$	86,311

	Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Retained						Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Retained Earnings (Accumulated
	Shares		Amount		Capital			Loss			Earnings			Total			Shares		Amount		Capital			(Loss)			Deficit)			Total
Balance at December 31, 2018		87,444	$	874	$	2,541,987		$	(462,377	)	$	252,823		$	2,333,307
Common stock issued under stock incentive plans		149		2		291			—			—			293
Common stock withheld for minimum statutory taxes		—		—		(1,620	)		—			—			(1,620	)
Equity-based compensation expense		—		—		6,101			—			—			6,101
Other comprehensive income		—		—		—			35,791			—			35,791
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			29,471			29,471
Balance at March 31, 2019		87,593		876		2,546,759			(426,586	)		282,294			2,403,343
Common stock issued under stock incentive plans		52		—		68			—			—			68
Common stock withheld for minimum statutory taxes		—		—		(356	)		—			—			(356	)
Equity-based compensation expense		—		—		4,182			—			—			4,182
Other comprehensive loss		—		—		—			(33,031	)		—			(33,031	)
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			48,140			48,140
Balance at June 30, 2019		87,645		876		2,550,653			(459,617	)		330,434			2,422,346
Common stock issued under stock incentive plans		10		1		153			—			—			154
Common stock withheld for minimum statutory taxes		—		—		(37	)		—			—			(37	)
Equity-based compensation expense		—		—		4,039			—			—			4,039
Other comprehensive loss		—		—		—			(48,377	)		—			(48,377	)
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			42,566			42,566
Balance at September 30, 2019		87,655		877		2,554,808			(507,994	)		373,000			2,420,691
Common stock issued under stock incentive plans		60		—		54			—			—			54
Common stock withheld for minimum statutory taxes		—		—		(205	)		—			—			(205	)
Equity-based compensation expense		—		—		2,985			—			—			2,985
Other comprehensive income		—		—		—			93,110			—			93,110
Net loss attributable to Acadia Healthcare Company, Inc.		—		—		—			—			(11,254	)		(11,254	)
Balance at December 31, 2019		87,715		877		2,557,642			(414,884	)		361,746			2,505,381			87,715	$	877	$	2,557,642		$	(414,884	)	$	361,746		$	2,505,381
Common stock issued under stock incentive plans		127		1		(1	)		—			—			—			127		1		(1	)		—			—			—
Common stock withheld for minimum statutory taxes		—		—		(1,402	)		—			—			(1,402	)		—		—		(1,402	)		—			—			(1,402	)
Equity-based compensation expense		—		—		4,979			—			—			4,979			—		—		4,979			—			—			4,979
Other comprehensive loss		—		—		—			(78,254	)		—			(78,254	)		—		—		—			(78,254	)		—			(78,254	)
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			33,463			33,463			—		—		—			—			33,463			33,463
Balance at March 31, 2020		87,842		878		2,561,218			(493,138	)		395,209			2,464,167			87,842		878		2,561,218			(493,138	)		395,209			2,464,167
Common stock issued under stock incentive plans		56		1		169			—			—			170			56		1		169			—			—			170
Common stock withheld for minimum statutory taxes		—		—		(145	)		—			—			(145	)		—		—		(145	)		—			—			(145	)
Equity-based compensation expense		—		—		5,808			—			—			5,808			—		—		5,808			—			—			5,808
Other comprehensive loss		—		—		—			(7,741	)		—			(7,741	)		—		—		—			(7,741	)		—			(7,741	)
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			41,079			41,079			—		—		—			—			41,079			41,079
Balance at June 30, 2020		87,898		879		2,567,050			(500,879	)		436,288			2,503,338			87,898		879		2,567,050			(500,879	)		436,288			2,503,338
Common stock issued under stock incentive plans		22		—		180			—			—			180			22		—		180			—			—			180
Common stock withheld for minimum statutory taxes		—		—		(114	)		—			—			(114	)		—		—		(114	)		—			—			(114	)
Equity-based compensation expense		—		—		5,471			—			—			5,471			—		—		5,471			—			—			5,471
Other comprehensive income		—		—		—			60,766			—			60,766			—		—		—			60,766			—			60,766
Net income attributable to Acadia Healthcare Company, Inc.		—		—		—			—			36,998			36,998			—		—		—			—			36,998			36,998
Balance at September 30, 2020		87,920	$	879	$	2,572,587		$	(440,113	)	$	473,286		$	2,606,639			87,920		879		2,572,587			(440,113	)		473,286			2,606,639
Common stock issued under stock incentive plans																		104		1		1,676			—			—			1,677
Common stock withheld for minimum statutory taxes																		—		—		(182	)		—			—			(182	)
Equity-based compensation expense																		—		—		6,246			—			—			6,246
Other comprehensive income																		—		—		—			68,748			—			68,748
Net loss attributable to Acadia Healthcare Company, Inc.																		—		—		—			—			(783,672	)		(783,672	)
Balance at December 31, 2020																		88,024		880		2,580,327			(371,365	)		(310,386	)		1,899,456
Common stock issued under stock incentive plans																		705		7		12,733			—			—			12,740
Common stock withheld for minimum statutory taxes																		—		—		(4,521	)		—			—			(4,521	)
Equity-based compensation expense																		—		—		7,034			—			—			7,034
Other																		—		—		2,208			—			—			2,208
Other comprehensive income																		—		—		—			371,365			—			371,365
Net income attributable to Acadia Healthcare Company, Inc.																		—		—		—			—			9,717			9,717
Balance at March 31, 2021																		88,729		887		2,597,781			—			(300,669	)		2,297,999
Common stock issued under stock incentive plans																		188		2		5,620			—			—			5,622
Common stock withheld for minimum statutory taxes																		—		—		(580	)		—			—			(580	)
Equity-based compensation expense																		—		—		9,031			—			—			9,031
Net income attributable to Acadia Healthcare Company, Inc.																		—		—		—			—			44,514			44,514
Balance at June 30, 2021																		88,917		889		2,611,852			—			(256,155	)		2,356,586
Common stock issued under stock incentive plans																		89		1		3,254			—			—			3,255
Common stock withheld for minimum statutory taxes																		—		—		(444	)		—			—			(444	)
Equity-based compensation expense																		—		—		8,923			—			—			8,923
Net income attributable to Acadia Healthcare Company, Inc.																		—		—		—			—			66,126			66,126
Balance at September 30, 2021																		89,006	$	890	$	2,623,585		$	—		$	(190,029	)	$	2,434,446

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2021			2020
	(In thousands)						(In thousands)
Operating activities:
Net income	$	113,342		$	120,435		$	124,043		$	113,342
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation and amortization		126,037			122,277			78,349			70,298
Amortization of debt issuance costs		9,696			8,926			3,265			9,696
Equity-based compensation expense		16,258			14,322			24,988			16,258
Deferred income taxes		41,803			5,150			8,995			45,105
Loss (income) from discontinued operations, net of taxes								12,641			(29,804	)
Debt extinguishment costs		3,271			—			24,650			3,271
Loss on impairment		20,239			—			24,293			—
Other		810			4,444			881			1,024
Change in operating assets and liabilities:
Accounts receivable, net		5,392			(32,956	)		(8,610	)		7,364
Other current assets		(3,809	)		(3,912	)		(2,758	)		(4,942	)
Other assets		316			530			(15,846	)		(880	)
Accounts payable and other accrued liabilities		90,752			(35,610	)		6,358			19,854
Accrued salaries and benefits		16,477			4,813			18,820			14,150
Other liabilities		31,656			5,110			(11,633	)		(2,256	)
Government relief funds								(12,058	)		103,908
Net cash provided by continuing operating activities								276,378			366,388
Net cash provided by discontinued operating activities								253			105,852
Net cash provided by operating activities		472,240			213,529			276,631			472,240
Investing activities:
Cash paid for acquisitions, net of cash acquired		—			(44,900	)
Cash paid for capital expenditures		(195,834	)		(202,722	)		(156,624	)		(168,804	)
Cash paid for real estate acquisitions		(5,595	)		(6,976	)
Proceeds from U.K. Sale								1,511,020			—
Settlement of foreign currency derivatives								(84,795	)		—
Proceeds from sale of property and equipment		2,509			13,470			1,792			72
Settlement of foreign currency derivatives		—			105,008
Cash paid for purchase of finance lease								(31,401	)		—
Other		(10,734	)		(1,072	)		4,906			(10,734	)
Net cash used in investing activities		(209,654	)		(137,192	)
Net cash provided by (used in) continuing investing activities								1,244,898			(179,466	)
Net cash used in discontinued investing activities								—			(30,188	)
Net cash provided by (used in) investing activities								1,244,898			(209,654	)
Financing activities:
Borrowings on long-term debt		450,000			—			425,000			450,000
Borrowings on revolving credit facility		100,000			76,573			430,000			100,000
Principal payments on revolving credit facility		(100,000	)		(76,573	)		(330,000	)		(100,000	)
Principal payments on long-term debt		(31,863	)		(24,738	)		(5,313	)		(31,863	)
Repayment of long-term debt		(450,000	)		—			(2,227,935	)		(450,000	)
Payment of debt issuance costs		(11,220	)		—			(7,964	)		(11,220	)
Common stock withheld for minimum statutory taxes, net		(1,311	)		(1,498	)		16,072			(1,311	)
Distributions to noncontrolling interests		(653	)		—			(926	)		(653	)
Other		(3,517	)		(5,923	)		(6,914	)		(1,291	)
Net cash used in continuing financing activities								(1,707,980	)		(46,338	)
Net cash used in discontinued financing activities								—			(2,226	)
Net cash used in financing activities		(48,564	)		(32,159	)		(1,707,980	)		(48,564	)
Effect of exchange rate changes on cash		488			(1,788	)		4,067			488
Net increase in cash and cash equivalents		214,510			42,390
Net (decrease) increase in cash and cash equivalents, including cash classified within current assets held for sale								(182,384	)		214,510
Less: cash classified within current assets held for sale								—			(50,568	)
Net (decrease) increase in cash and cash equivalents								(182,384	)		163,942
Cash and cash equivalents at beginning of the period		124,192			50,510			378,697			124,192
Cash and cash equivalents at end of the period	$	338,702		$	92,900		$	196,313		$	288,134
Effect of acquisitions:
Assets acquired, excluding cash	$	20,300		$	48,594
Liabilities assumed		(53	)		(3,694	)
Redeemable noncontrolling interest resulting from an acquisition		(20,247	)		—
Cash paid for acquisitions, net of cash acquired	$	—		$	44,900

Acadia Healthcare Company, Inc. (the “Company”) develops and operates inpatient psychiatric facilities, residential treatment centers, group homes, substance abuse facilities and facilities providing outpatient behavioral healthcare services to serve the behavioral health and recovery needs of communities throughout the United States (“U.S.”)~~, the United Kingdom (“U.K.”)~~ and Puerto Rico. At September 30, ~~2020,~~2021, the Company operated ~~582~~230 behavioral healthcare facilities with approximately ~~18,300~~10,200 beds in 40 states ~~the U.K.~~ and Puerto Rico.

~~During 2019,~~On January 19, 2021, the Company ~~commenced a review of strategic alternatives including those related to its U.K. operations and a potential sale of such operations. In January 2020, the Company launched a formal process regarding~~completed the sale of its United Kingdom (“U.K.”) operations 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 VII (the “U.K. Sale”). The U.K. ~~business. Consistent with market practice for~~Sale allowed us to reduce our indebtedness and focus on our U.S. operations. As a result of the U.K. ~~transactions of this nature, and in conjunction with its advisors,~~Sale, the Company ~~solicited~~reported, for all periods presented, results of operations and ~~received initial, non-binding offers to acquire its U.K. business from multiple bidders. During the first quarter of 2020, the Company began the second phase~~cash flows of the ~~sale process, during which interested bidders would receive proposed transaction documents and complete their confirmatory due diligence. However, given evolving market dynamics related to~~U.K. operations as discontinued operations in the ~~novel coronavirus (“COVID-19”) pandemic, the Company suspended the sale process in mid-March 2020. In October 2020, the Company relaunched the formal sale process of its~~accompanying financial statements. See Note 3 – U.K. ~~business.~~Sale.

The business of the Company is conducted through limited liability companies, partnerships and C-corporations. The Company’s consolidated financial statements include the accounts of the Company and all subsidiaries controlled by the Company through its direct or indirect ownership of majority interests and exclusive rights granted to the Company as the controlling member of an entity. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation of our financial position and results of operations have been included. The Company’s fiscal year ends on December 31 and interim results are not necessarily indicative of results for a full year or any other interim period. The condensed consolidated balance sheet at December 31, ~~2019~~2020 has been derived from the audited financial statements as of that date. The information contained in these condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, ~~2019~~2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February ~~28, 2020.~~26, 2021. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

During March 2020, the global pandemic of the novel coronavirus known as COVID-19 (“COVID-19”) began to affect the Company’s facilities, employees, patients, communities, business operations and financial performance, as well as the broader U.S. and U.K. economies and financial markets. At ~~a limited number~~many of the Company’s facilities, employees and/or patients have tested positive for COVID-19. The Company is committed to protecting the health of our communities and has been responding to the evolving COVID-19 situation while taking steps to provide quality care and protect the health and safety of patients and employees. All of the Company’s facilities are closely following infectious disease protocols, as well as recommendations by the Centers for Disease Control and Prevention (“CDC”)~~, the National Health Service (“NHS”)~~ and local health officials. The Company has established an internal COVID-19 taskforce, taken steps to secure its supply chain, expanded telehealth capabilities and implemented emergency planning in directly impacted markets. Nevertheless, COVID-19 may adversely impact the Company’s business and have an impact on its financial results that ~~the Company~~management is not currently able to quantify. Disruptions to the Company’s business as a result of the COVID-19 pandemic could have a material adverse effect on its results of operations, financial condition, cash flows and ability to service its indebtedness and may affect the amounts reported in the consolidated financial statements including those related to collectability of accounts receivable as well as professional and general liability reserves, tax assets and liabilities and may result in a potential impairment of goodwill and long-lived assets.

Certain reclassifications have been made to prior years to conform to the current year presentation.

In March 2020, the SEC adopted final rules that amend Rule 3-10 and Rule 3-16 of Regulation S-X to reduce and simplify the financial disclosure requirements applicable to guarantors and issuers of guaranteed securities, as well as for affiliates whose securities collateralize a registrant’s securities. The new rules are effective January 4, 2021. Early adoption is permitted. The Company early adopted the new rules during the second quarter of 2020.

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for or

recognizing the effects of reference rate reform on financial reporting and applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. Entities may adopt ASU 2020-04 as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Management is evaluating the impact of ASU 2020-04 on the Company’s consolidated financial statements.

In ~~August 2018, the~~December 2019, FASB issued ASU ~~2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)~~2019-12, “Income Taxes (Topic 740): ~~Customer’s~~Simplifying the Accounting for ~~Implementation Costs Incurred~~Income Taxes” (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a ~~Cloud Computing Arrangement That Is a Service Contract” (“~~step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. ASU 2018-15”). ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-402 to determine which implementation costs to capitalize as assets. ASU 2018-152019-12 is effective for fiscal years ~~and interim periods within those years,~~ beginning after December 15, ~~2019. Early~~2020. Upon adoption, ~~is permitted.~~the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted ASU ~~2018-15~~2019-12 on January 1, ~~2020.~~2021. There is no significant impact onto the Company’s consolidated financial statements.

~~In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss impairment methodology with a new methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted ASU 2016-13 on January 1, 2020. There is no significant impact on the Company’s consolidated financial statements.

~~As part~~On January 19, 2021, the Company completed the U.K. Sale pursuant to a Share Purchase Agreement in which it sold all of the ~~Coronavirus Aid, Relief~~securities of AHC-WW Jersey Limited, a private limited liability company incorporated in Jersey and ~~Economic Security Act (the “CARES Act”), the U.S. government announced it would offer $100 billion~~a subsidiary of relief to eligible healthcare providers. On April 24, 2020, President Trump signed into law the Paycheck Protection Program and Health Care Enhancement Act (the “New PPP Act”). Among other things, the New PPP Act allocates $75 billion to eligible healthcare providers to help offset COVID-19 related losses and expenses. The $75 billion allocated under the New 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. During the three months ended June 30, 2020, the Company, ~~participated~~which constituted the entirety of the Company’s U.K. business operations.The U.K. Sale resulted in ~~certain relief programs offered through~~approximately $1,525 million of gross proceeds before deducting the ~~CARES Act, including receipt~~settlement of existing foreign currency hedging liabilities of $85 million based on the current British Pounds (“GBP”) to U.S. Dollars (“USD”) exchange rate, cash retained by the buyer and transaction costs. The Company used the net proceeds of approximately ~~$19.7~~$1,425 million ~~relating to~~(excluding cash retained by the ~~initial portions of the Public Health and Social Services Emergency Fund (“PHSSE Fund”), also known as the Provider Relief Fund, and approximately $45 million of payments~~buyer) along with cash from the ~~Centers for Medicare and Medicaid Services’ (“CMS”) Accelerated and Advance Payment Program. In August 2020,~~balance sheet to reduce debt by $1,640 million during the ~~Company received approximately $12.8 million~~first quarter of ~~additional funds from the PHSSE Fund. In addition, the Company received a 2% increase~~2021 as described in ~~facilities’ Medicare reimbursement rate as~~Note 11 – Long-Term Debt.

As a result of the ~~temporary suspension~~U.K. Sale, the Company reported, for all periods presented, results of ~~Medicare sequestration from May 1,~~operations and cash flows of the U.K. operations as discontinued operations in the accompanying financial statements. In December 2020, the Company’s U.K. operations met the criteria to be classified as assets held for sale. The carrying value of the U.K. operations was written down to fair value less costs to sell in the condensed consolidated balance sheet at December 31, 2020.

~~The CARES Act also provides~~This resulted in a loss on sale of $867.3 million, which includes approximately $356.2 million of non-cash goodwill impairment, within discontinued operations in the consolidated statement of operations for ~~certain federal income and other tax changes~~the year ended December 31, 2020. During the first quarter of 2021, an additional $14.3 million was recorded as loss on sale primarily resulting from ~~which the Company has benefited, including~~ an increase in the ~~interest expense tax deduction limitation,~~U.K. operations carrying value.

For the ~~deferral~~three and nine months ended September 30, 2021 and 2020, results of operations of the employer portion of Social Security payroll taxes, refundable payroll tax credits, net operating loss carryback periods, alternative minimum tax credit refunds and bonus depreciation of qualified improvement property. The Company expects a cash benefit of approximately $39 million for 2020 relating to the delay of payment of the employer portion of Social Security payroll taxes. Within the CARES Act, the interest expense deduction threshold was increased to 50% of Adjusted Taxable Income for 2019 and 2020 tax years, making our interest expense fully deductible. As a result, the Company received a cash benefit in the form of refunds of $14 million and expects lower tax payments of $2.7 million related to our 2019 interest expense and between $15 million and $20 million related to our 2020 interest expense. Furthermore, under the CARES Act, (i) for taxable years beginning before 2021, net operating loss (“NOL”) carryforwards and carrybacks may offset 100% of taxable 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.U.K. operations were as follows (in thousands):

The major classes of assets and liabilities for the ~~three months ended September 30,~~U.K. operations as of December 31, 2020 include a reversal of $18.1 million of other income recorded during the second quarter of 2020 in the condensed consolidated statements of income related to the $19.7 million of PHSSE funds received by the Company. The Company’s decision to reverse this income was based on additional guidance issued by the U.S. Department of Health and Human Services (“HHS”) in September 2020 related to the terms and conditions necessary to retain PHSSE funds. The Company continues to evaluate its compliance with the terms and conditions to, and the financial impact of, funds received under the CARES Act and other government relief programs.are shown below (in thousands):

Revenue is primarily derived from services rendered to patients for inpatient psychiatric and substance abuse care, outpatient psychiatric care and residential treatment. The services provided by the Company have no fixed duration and can be terminated by the patient or the facility at any time, and therefore, each treatment is its own stand-alone contract.

As our performance obligations relate to contracts with a duration of one year or less, the Company elected the optional exemption in Accounting Standards Codification (“ASC”) ASC 606-10-50-14(a). Therefore, the Company is not required to disclose the transaction price for the remaining performance obligations at the end of the reporting period or when the Company expects to recognize the revenue. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients typically are under no obligation to remain admitted in our facilities.

The Company disaggregates revenue from contracts with customers by service type and by ~~payor within each of the Company’s segments.~~

The Company’s facilities in the United States (the “U.S. Facilities”) and services provided by the ~~U.S. Facilities~~facilities can generally be classified into the following categories: acute inpatient psychiatric facilities; specialty treatment facilities; residential treatment centers; and outpatient community-based facilities.

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.

Specialty treatment facilities. Specialty treatment facilities include residential recovery facilities, eating disorder facilities and comprehensive treatment centers. The Company provides a comprehensive continuum of care for adults with addictive disorders and co-occurring mental disorders. Inpatient, including detoxification and rehabilitation, partial hospitalization and outpatient treatment programs give patients access to the least restrictive level of care.

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 social, academic and other activities.

Outpatient community-based facilities. Outpatient community-based programs are designed to provide therapeutic treatment to children and adolescents who have a clinically-defined emotional, psychiatric or chemical dependency disorder while enabling the youth to remain at home and within their community.

~~The table below presents total U.S. revenue attributed to each category (in thousands):~~

The table below presents total revenue attributed to each category (in thousands):

The Company receives payments from the following sources for services rendered in our ~~U.S. Facilities:~~facilities: (i) state governments under their respective Medicaid and other programs; (ii) commercial insurers; (iii) the federal government under the Medicare program administered by ~~CMS;~~the Centers for Medicare and Medicaid Services (“CMS”); and (iv) individual patients and clients.

The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, 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. Most of our ~~U.S. Facilities~~facilities have contracts containing variable consideration. However, it is unlikely a significant reversal of revenue will occur when the uncertainty is resolved, and therefore, the Company has included the variable consideration in the estimated transaction price. Subsequent changes resulting from a patient’s ability to pay are recorded as bad debt expense, which is included as a component of other operating expenses in the condensed consolidated statements of ~~income.~~operations. Bad debt expense for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 was not significant.

The following table presents the Company’s revenue by payor type and as a percentage of revenue ~~in our U.S. Facilities~~ (in thousands):

	Three Months Ended September 30,										Nine Months Ended September 30,										Three Months Ended September 30,										Nine Months Ended September 30,
	2020					2019					2020					2019					2021					2020					2021					2020
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
Commercial	$	156,741		28.6	%	$	140,315		27.5	%	$	439,911		28.4	%	$	426,659		28.3	%	$	170,427		29.0	%	$	156,741		28.6	%	$	511,975		29.8	%	$	439,911		28.4	%
Medicare		96,536		17.6	%		76,906		15.1	%		244,721		15.9	%		223,027		14.8	%		97,529		16.6	%		96,536		17.6	%		274,208		15.9	%		244,721		15.9	%
Medicaid		261,341		47.7	%		256,370		50.3	%		767,075		49.4	%		750,631		49.8	%		288,092		49.0	%		261,341		47.7	%		845,128		49.1	%		767,075		49.4	%
Self-Pay		26,060		4.8	%		30,626		6.0	%		75,570		4.9	%		91,982		6.1	%		25,998		4.4	%		26,060		4.8	%		71,875		4.2	%		75,570		4.9	%
Other		7,283		1.3	%		5,166		1.1	%		21,376		1.4	%		14,857		1.0	%		5,513		1.0	%		7,283		1.3	%		17,728		1.0	%		21,376		1.4	%
Revenue	$	547,961		100.0	%	$	509,383		100.0	%	$	1,548,653		100.0	%	$	1,507,156		100.0	%	$	587,559		100.0	%	$	547,961		100.0	%	$	1,720,914		100.0	%	$	1,548,653		100.0	%

Contract liabilities ~~in the U.S. Facilities~~ primarily consisted of unearned revenue from CMS’ Accelerated and Advance Payment Program. In April 2020, the Company received approximately $45 million from CMS’ Accelerated and Advance Payment Program for Medicare ~~providers, which~~providers. The Company repaid approximately $7 million and $10 million of the ~~Company expects~~$45 million of advance payments during the second and third quarters of 2021, respectively, via recoupment from the Company’s new Medicare claims and will continue to repay ~~over~~ the ~~12 month period beginning in April 2021. Once repayment begins, the amount will be recouped from the provider’s or supplier’s new Medicare claims. Approximately $24.9~~remaining balance on a monthly basis through September 2022. Contract liabilities of $32.9 million ~~and $22.5 million of contract liabilities~~ are included in other accrued liabilities at September 30, 2021 and, ~~other liabilities, respectively, on the condensed consolidated balance sheets. A summary of the activity in unearned revenue in the U.S. Facilities is as follows (in thousands):~~

The Company’s facilities located in the United Kingdom (the “U.K. Facilities”) and services provided by the U.K. Facilities can generally be classified into the following categories: healthcare facilities; education and children’s services; and adult care facilities.

~~Healthcare facilities~~. Healthcare facilities provide psychiatric treatment and nursing for sufferers of mental disorders, including for patients whose risk of harm to others and risk of escape from hospitals cannot be managed safely within other mental health settings. In order to manage the risks involved with treating patients, the facility is managed through the application of a range of security measures depending on the level of dependency and risk exhibited by the patient.

~~Education and children’s services.~~ Education and children’s services provide specialist education for children and young people with special educational needs, including autism, Asperger’s Syndrome, social, emotional and mental health, and specific learning difficulties, such as dyslexia. The division also offers standalone children’s homes for children that require 52-week residential care to support complex and challenging behavior and fostering services.

~~Adult care facilities~~. Adult care focuses on care of individuals with a variety of learning difficulties, mental health illnesses and adult autism spectrum disorders. It also includes long-term, short-term and respite nursing care to high-dependency elderly individuals who are physically frail or suffering from dementia. Care is provided in a number of settings, including in residential care homes and through supported living.

~~The table below presents total U.K. revenue attributed to each category (in thousands):~~

On an annual basis, the Company receives payments from approximately 500 public funded sources in the U.K. (including the NHS, Clinical Commissioning Groups (“CCGs”) and local authorities in England, Scotland and Wales) and individual patients and clients. The Company determines the transaction price based on established billing rates by payor reduced by implicit price concessions. Implicit price concessions are insignificant in the U.K. Facilities.

~~The following table presents revenue by payor type and as a percentage of revenue in our U.K. Facilities (in thousands):~~

Contract liabilities in the U.K. Facilities primarily consist of unearned revenue due to the timing of payments received mainly in our education and children’s services and healthcare facilities. Contract liabilities areat December 31, 2020, $35.9 million was included in other accrued liabilities and $11.3 million in other liabilities on the condensed consolidated balance sheets. A summary of the activity in ~~unearned revenue in the U.K. Facilities~~contract liabilities is as follows (in thousands):

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 (in thousands, except per share amounts):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2020

2019

2020

2019

Numerator:

Net income attributable to Acadia Healthcare
   Company, Inc.

$
36,998

$
42,566

$
111,540

$
120,177

Denominator:

Weighted average shares outstanding for basic
   earnings per share

87,911

87,649

87,849

87,591

Effect of dilutive instruments

945

210

600

214

Shares used in computing diluted earnings per
   common share

88,856

87,859

88,449

87,805

Earnings per share attributable to Acadia Healthcare
   Company, Inc. stockholders:

Basic

$
0.42

$
0.49

$
1.27

$
1.37

Diluted

$
0.42

$
0.48

$
1.26

$
1.37

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021			2020
Numerator:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.	$	66,126	$	36,324	$	132,998		$	81,736
Income (loss) from discontinued operations		—		674		(12,641	)		29,804
Net income attributable to Acadia Healthcare Company, Inc.	$	66,126	$	36,998	$	120,357		$	111,540
Denominator:
Weighted average shares outstanding for basic earnings per share		88,962		87,911		88,684			87,849
Effects of dilutive instruments		1,927		945		1,920			600
Shares used in computing diluted earnings per common share		90,889		88,856		90,604			88,449

Basic earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.	$	0.74	$	0.41	$	1.50		$	0.93
Income (loss) from discontinued operations		—		0.01		(0.14	)		0.34
Net income attributable to Acadia Healthcare Company, Inc.	$	0.74	$	0.42	$	1.36		$	1.27

Diluted earnings per share attributable to Acadia Healthcare Company, Inc. stockholders:
Income from continuing operations attributable to Acadia Healthcare Company, Inc.	$	0.73	$	0.41	$	1.47		$	0.92
Income (loss) from discontinued operations		—		0.01		(0.14	)		0.34
Net income attributable to Acadia Healthcare Company, Inc.	$	0.73	$	0.42	$	1.33		$	1.26

Approximately ~~2.0~~0.3 million and ~~1.9~~2.0 million shares of common stock issuable upon exercise of outstanding stock option awards were excluded from the calculation of diluted earnings per share for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, because their effect would have been anti-dilutive. Approximately ~~2.1~~0.4 million and ~~2.4~~2.1 million shares of common stock issuable upon exercise of outstanding stock option awards were excluded from the calculation of diluted earnings per share for ~~both~~ the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, because their effect would have been anti-dilutive.

~~The Company’s strategy is to acquire and develop behavioral healthcare facilities and improve operating results within its facilities and its other behavioral healthcare operations.~~

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

On February 15, 2019, the Company completed the acquisition of Whittier Pavilion (“Whittier”), an inpatient psychiatric facility with 71 beds located in Haverhill, Massachusetts, for cash consideration of approximately $17.9 million. Also on February 15, 2019, the Company completed the acquisition of Mission Treatment (“Mission Treatment”) for cash consideration of approximately $22.5 million. Mission Treatment operates 9 comprehensive treatment centers in California, Nevada, Arizona and Oklahoma.

Transaction-related expenses primarily relate to termination, restructuring, U.K. sale, strategic review, management transition and other similar costs. Transaction-related expenses for the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands):

Property and equipment consisted of the following at September 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020
Land	$	448,342		$	448,716		$	149,759		$	144,221
Building and improvements		2,896,202			2,746,111			1,640,951			1,490,149
Equipment		534,665			516,769			244,484			220,690
Construction in progress		214,155			254,213			143,766			217,479
		4,093,364			3,965,809			2,178,960			2,072,539
Less: accumulated depreciation		(839,644	)		(741,775	)		(513,935	)		(449,643	)
Property and equipment, net	$	3,253,720		$	3,224,034		$	1,665,025		$	1,622,896

~~The~~During the three months ended June 30, 2021,the Company ~~has~~opened a 260-bed replacement facility in Pennsylvania and recorded ~~assets held~~a non-cash property impairment charge of $23.2 million for ~~sale within other assets on~~ the ~~condensed consolidated balance sheets for closed properties being actively marketed of $28.3 million and $31.1 million at September 30, 2020 and December 31, 2019, respectively. For~~existing facility. Additionally, during the three months ended September 30, ~~2020,~~2021, the Company recorded a $1.1 million non-cash ~~asset~~property impairment charge ~~of $3.8 million relating to property and equipment as part of the decision to close certain U.K. elderly care facilities.~~

Other identifiable intangible assets and related accumulated amortization consisted of the following at September 30, ~~2020~~2021 and December 31, ~~2019~~2020 (in thousands):

	Gross Carrying Amount				Accumulated Amortization						Gross Carrying Amount				Accumulated Amortization
	September 30, 2020		December 31, 2019		September 30, 2020			December 31, 2019			September 30, 2021		December 31, 2020		September 30, 2021			December 31, 2020
Intangible assets subject to amortization:
Contract intangible assets	$	2,100	$	2,100	$	(2,100	)	$	(2,100	)
Non-compete agreements		1,131		1,131		(1,131	)		(1,131	)	$	1,131	$	1,131	$	(1,131	)	$	(1,131	)
		3,231		3,231		(3,231	)		(3,231	)
Intangible assets not subject to amortization:
Licenses and accreditations		12,445		12,455		0			0			11,663		11,873		0			0
Trade names		60,329		60,831		0			0			40,435		39,526		0			0
Certificates of need		17,249		17,071		0			0			17,268		17,136		0			0
		90,023		90,357		0			0			69,366		68,535		0			0
Total	$	93,254	$	93,588	$	(3,231	)	$	(3,231	)	$	70,497	$	69,666	$	(1,131	)	$	(1,131	)

All of the Company’s definite-lived intangible assets are fully amortized. The Company’s licenses and accreditations, trade names and certificate of need intangible assets have indefinite lives and are, therefore, not subject to amortization.

During the second quarter of 2021, the Company sold 1 outpatient facility for $4.3 million and recorded a write down of $1.8 million of goodwill and $0.2 million of intangible assets related to the disposition. This disposition is reflected in other investing

~~The Company’s lease portfolio primarily consists of finance and operating real estate leases integral for facility operations. The original terms~~As part of the ~~leases typically range from five~~Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the U.S. government announced it would offer $100 billion of relief to eligible healthcare providers. On April 24, 2020, then President Trump signed into law the Paycheck Protection Program and Health Care Enhancement Act (the “PPP Act”). Among other things, the PPP Act allocated $75 billion to eligible healthcare providers to help offset COVID-19 related losses and expenses. The $75 billion 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. During the three months ended June 30, ~~years with optional renewal periods. A minimal portion~~2020, the Company participated in certain relief programs offered through the CARES Act, including receipt of approximately $19.7 million relating to the initial portions of the ~~Company’s lease portfolio consists~~Public Health and Social Services Emergency Fund (the “PHSSE Fund”), also known as the Provider Relief Fund, and approximately $45 million of ~~non-real estate leases, including copiers~~payments from the CMS Accelerated and ~~equipment, which generally have lease terms~~Advance Payment Program. In August 2020, the Company received approximately $12.8 million of ~~one to three years and have insignificant lease obligations.~~

additional funds from the PHSSE Fund. The Company ~~has elected~~repaid approximately $7 million and $10 million of the ~~accounting policy practical expedients by class~~$45 million of ~~underlying asset~~advance payments during the second and third quarters of 2021, respectively, via recoupment from the Company’s new Medicare claims and will continue to repay the remaining balance on a monthly basis through September 2022. In addition, the Company received a 2% increase in ~~ASC 842 “Leases” to: (i) combine associated lease and non-lease components into~~facilities’ Medicare reimbursement rate as a ~~single lease component; and (ii) exclude recording short-term leases as right-of-use assets and~~result of the temporary suspension of Medicare sequestration from May 1, 2020, to December 31, 2021. In April 2021, the Company received $24.2 million of additional funds from the PHSSE Fund, which is included in other accrued liabilities on the condensed consolidated balance ~~sheets. Non-lease components, which are not significant overall, are combined with lease components.~~sheet at September 30, 2021.

~~Operating lease liabilities are recorded at~~The CARES Act also provides for certain federal income and other tax changes, including an increase in the ~~present value~~interest expense tax deduction limitation and bonus depreciation of ~~remaining lease payments not yet paid~~qualified improvement property. Furthermore, under the CARES Act, (i) for ~~the lease term discounted using the incremental borrowing rate associated with~~taxable years beginning before 2021, net operating loss (“NOL”) carryforwards and carrybacks may offset 100% of taxable income and (ii) NOLs arising in 2018, 2019 and 2020 taxable years may be carried back to each ~~lease. Operating lease right-of-use assets represent operating lease liabilities adjusted for prepayments, accrued lease payments, lease incentives and initial direct costs. Certain~~ of the preceding five years to generate a refund. As a result, in 2019 and 2020 the Company received a benefit, in the form of refunds and lower future tax payments, of $51.6 million, consisting of $22.8 million related to interest expense, $20.5 million related to qualified improvement property legislation and an $8.3 million permanent benefit due to 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). The Company also received a cash benefit of approximately $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. The Company repaid half of the $39 million of payroll tax deferrals during the three months ended September 30, 2021 and expects to repay the remaining portion by December 31, 2022.

During the three months ended June 30, 2020, the Company recorded $18.1 million of other income in the condensed consolidated statement of operations related to $19.7 million received from the PHSSE Fund during the quarter. This was subsequently reversed during the third quarter of 2020. During the fourth quarter of 2020, the Company recorded $32.8 million of other income in the consolidated statement of operations related to $34.9 million received from the PHSSE Fund from April through December 2020. The Company’s ~~leases include renewal or termination options. Calculation~~recognition of ~~operating lease right-of-use assets~~this income was based on revised guidance in the Consolidated Appropriations Act, 2021 enacted in December 2020. The Company continues to evaluate its compliance with the terms and conditions to, and the financial impact of, funds received under the CARES Act and other government relief programs.

Other accrued liabilities ~~include~~consisted of the ~~initial lease term unless it is reasonably certain a renewal or termination option will be exercised. Variable components of lease payments~~following (in thousands):

~~fluctuating with a future index or rate, as well as those related to common area maintenance costs, are not included in determining lease payments and are expensed as incurred. Most of~~

During the Company’s leases do not contain implicit borrowing rates, and therefore, incremental borrowing rates are calculated based on information available at the lease commencement date. Incremental borrowing rates reflect the Company’s estimated interest rates for collateralized borrowings over similar lease terms. Additionally,three months ended September 30, 2021, the Company ~~reviews service agreements~~purchased a leased property for ~~embedded~~approximately $31.4 million, which was recorded as a finance lease ~~and right-of-use assets and~~liability within other accrued liabilities ~~as necessary.~~

~~The Company recorded the following at September 30, 2020 and December 31, 2019~~ on the condensed consolidated balance ~~sheets~~sheet at December 31, 2020.

The Company 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 facility (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 further provides for (i) up to $20.0 million to be utilized for the issuance of letters of credit and ~~discount rates were~~(ii) the availability of a swingline facility under which the Company may borrow up to $20.0 million.

As a part of the closing of the New Credit Facility on March 17, 2021, the Company (i) refinanced and terminated the Company’s prior credit facilities under the Amended and Restated Credit Agreement, dated as ~~follows~~of December 31, 2012 (the “Prior Credit Facility”) and (ii) financed the redemption of all of the Company’s outstanding 5.625% Senior Notes due 2023 (the “5.625% Senior Notes”).

The Company had $496.6 million of availability under the Revolving Facility and had standby letters of credit outstanding of $3.4 million related to security for the payment of claims required by its workers’ compensation insurance program at September 30, ~~2020 and~~2021.

During the nine months ended September 30, 2021, the Company repaid $60.0 million of the balance outstanding on the Revolving Facility.

The New Credit Facility requires quarterly term loan principal repayments for the Term Loan Facility of $2.7 million for December 31, ~~2019:~~2021 to March 31, 2022, $5.3 million for June 30, 2022 to March 31, 2024, $8.0 million for June 30, 2024 to March 31, 2025, $10.6 million for June 30, 2025 to December 31, 2025, with the remaining principal balance of the Term Loan Facility due on the maturity date of March 17, 2026.

The Company has the ability to increase the amount of the Senior Facilities, which may take the form of increases to the Revolving Facility or the Term Loan Facility or the issuance of one or more incremental term loan facilities (collectively, the “Incremental Facilities”), upon obtaining additional commitments from new or existing lenders and the satisfaction of customary conditions precedent for such Incremental Facilities. Such Incremental Facilities may not exceed the sum of (i) the greater of $480.0 million and an amount equal to 100% of Consolidated EBITDA (as defined in the New Credit Facility) of the Company and its Restricted Subsidiaries (as defined in the New Credit Facility) (as determined for the four fiscal quarter period most recently ended for which financial statements are available), and (ii) additional amounts so long as, after giving effect thereto, the Consolidated Senior Secured Net Leverage Ratio (as defined in the New Credit Facility) does not exceed 3.5 to 1.0.

~~Lease Costs~~Subject to certain exceptions, substantially all of the Company’s existing and subsequently acquired or organized direct or indirect wholly-owned U.S. subsidiaries are required to guarantee the repayment of the Company’s obligations under the New Credit Facility. Borrowings under the Senior Facilities bear interest at a floating rate, which will initially be, at the Company’s option, either (i) adjusted LIBOR plus 1.75% or (ii) an alternative base rate plus 0.75% (in each case, subject to adjustment based on the Company’s consolidated total net leverage ratio). An unused fee initially set at 0.25% per annum (subject to adjustment based on the Company’s consolidated total net leverage ratio) is payable quarterly in arrears based on the actual daily undrawn portion of the commitments in respect of the Revolving Facility.

The New Credit Facility contains customary representations and affirmative and negative covenants, including limitations on the Company’s and its subsidiaries’ ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay junior indebtedness and enter into affiliate transactions, in each case, subject to customary exceptions. In addition, the New Credit Facility contains financial covenants requiring the Company ~~recorded~~on a consolidated basis to maintain, as of the ~~following lease costs~~last day of any consecutive four fiscal quarter period, a consolidated total net leverage ratio of not more than 5.0 to 1.0 and an interest coverage ratio of at least 3.0 to 1.0. The New Credit Facility also includes events of default customary for facilities of this type and upon the ~~three and nine months ended~~occurrence of such events of default, among other things, all outstanding loans under the Senior Facilities may be accelerated and/or the lenders’ commitments terminated. At September 30, ~~2020 and 2019 (in thousands):~~

~~For the three months ended September 30, 2020,~~2021, the Company ~~recorded a non-cash lease impairment charge of $16.4 million related to the decision to close certain U.K. elderly care facilities.~~was in compliance with such covenants.

~~Undiscounted cash flows for finance and operating leases recorded on the condensed consolidated balance sheets were as follows at September 30, 2020 (in thousands):~~

~~Supplemental data for the three and nine months ended September 30, 2020 and 2019 was as follows (in thousands):~~

The Company entered into a senior secured credit facility (the “Senior Secured Credit Facility”) on April 1, 2011. On December 31, 2012, the Company entered into ~~an Amended and Restated~~the Prior Credit ~~Agreement (the “Amended and Restated Credit Agreement”)~~Facility which amended and restated the Senior Secured Credit ~~Facility (the “Amended and Restated Senior Credit Facility”).~~Facility. The Company ~~has~~ amended the ~~Amended and Restated~~Prior Credit ~~Agreement~~Facility from time to time as described in the Company’s prior filings with the SEC.

On February 6, 2019, the Company entered into the Eleventh Amendment (the “Eleventh Amendment”) 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 the Company in terms of the Company’s financial covenants.

On February 27, 2019, the Company entered into the Twelfth Amendment (the “Twelfth Amendment”) to the Amended and Restated Credit Agreement. The Twelfth Amendment, among other things, modified certain definitions, including “Consolidated EBITDA”, and increased our permitted Maximum Consolidated Leverage Ratio, thereby providing increased flexibility to the Company in terms of the Company’s financial covenants.

On April 21, 2020, the Company entered into the Thirteenth Amendment (the “Thirteenth Amendment”) to the ~~Amended and Restated~~Prior Credit ~~Agreement.~~Facility. The Thirteenth Amendment amended the Consolidated Leverage Ratio in the ~~existing~~prior covenant to increase ~~the~~such leverage ratio for the rest of 2020.

On November 13, 2020, the Company entered into the Fourth Repricing Facilities Amendment (the “Fourth Repricing Facilities Amendment”) to the Prior Credit Facility. The ~~Company had $485.9 million~~Fourth Repricing Facilities Amendment extended the maturity date of ~~availability under~~each of the prior revolving line of credit and the prior Term Loan A Facility (“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 million with an aggregate committed amount of approximately $459.0 million and ~~had standby letters~~(2) replaced the TLA Facility aggregate outstanding principal amount of ~~credit outstanding~~approximately $352.4 million with an aggregate principal amount of ~~$14.1 million related~~approximately $318.9 million. The interest rate margin applicable to ~~security for~~both facilities remained unchanged from the ~~payment of claims required by its workers’ compensation insurance program at September 30, 2020. In early April 2020,~~prior facilities, and the ~~Company borrowed $100.0 million on~~commitment fee applicable to the new revolving line of credit ~~to enhance its cash position in response to~~also remained unchanged from the ~~potential impact of COVID-19 on the Company’s future liquidity and subsequently repaid this amount in late May 2020. Borrowings under the~~prior revolving line of ~~credit are subject to customary conditions precedent to borrowing.~~

~~The Amended~~credit. In connection with the Fourth Repricing Facilities Amendment, the Company recorded a debt extinguishment charge of $1.0 million, including the write-off of discount and ~~Restated Credit Agreement requires quarterly term loan principal repayments~~deferred financing costs, which was recorded in debt extinguishment costs in the consolidated statement of ~~our Term Loan A facility (“TLA Facility”) of $7.1 million~~operations for the year ended December 31, ~~2020, and $9.5~~2020.

On January 5, 2021, the Company made a voluntary payment of $105.0 million ~~for March 31, 2021 to September 30, 2021, with the remaining principal balance of the TLA Facility due~~ on ~~the maturity date of November 30, 2021. The Company is required to repay~~ the Term Loan B ~~facility~~Facility Tranche ~~B-3~~B-4 (“Tranche B-4 Facility”). On January 19, 2021, the Company used a portion of the net proceeds from the U.K. Sale to repay the outstanding balances of $311.7 million of its TLA Facility and $767.9 million of its Tranche B-4 Facility of the Prior Credit Facility. At March 31, 2021, in connection with the termination of the Prior Credit Facility, the Company recorded a debt extinguishment charge of $10.9 million, including the write-off of discount and deferred financing costs, which was recorded in debt extinguishment costs in the condensed consolidated statement of operations.

On June 24, 2020, the Company issued $450.0 million of 5.500% Senior Notes due 2028 (the ~~“Tranche B-3 Facility”~~“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 ~~equal quarterly installments of $1.2 million~~arrears on ~~the last business day~~January 1 and July 1 of each ~~March, June, September~~year, commencing on January 1, 2021.

On October 14, 2020, the Company issued $475.0 million of 5.000% Senior Notes due 2029 (the “5.000% Senior Notes”). The 5.000% Senior Notes mature on April 15, 2029 and ~~December, with~~bear interest at a rate of 5.000% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021. The Company used the net proceeds of the 5.000% Senior Notes to prepay approximately $453.3 million of the outstanding ~~principal balance of the Tranche B-3 Facility of $447.3 million due~~borrowings on ~~February 11, 2022. The Company is required to repay the~~our existing Term Loan B ~~facility~~Facility Tranche ~~B-4 (the “Tranche B-4~~B-3 (“Tranche B-3 Facility”) and used the remaining net proceeds for general corporate purposes and to pay related fees and expenses in

~~Facility”) in equal quarterly installments of approximately $2.3 million on the last business day of each March, June, September and December,~~connection with the ~~outstanding principal balance~~offering. In connection with the 5.000% Senior Notes, the Company recorded a debt extinguishment charge of $2.9 million, including the write-off of discount and deferred financing costs of the Tranche ~~B-4~~B-3 Facility, which was recorded in debt extinguishment costs in the consolidated statement of ~~$854.4 million due on February 16, 2023.~~operations for the year ended December 31, 2020.

~~Borrowings under~~The indentures governing the ~~Amended~~5.500% Senior Notes and ~~Restated~~the 5.000% Senior ~~Credit Facility~~Notes (together, the “Senior Notes”) contain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) engage in certain transactions with affiliates; (v) create restrictions on dividends or other payments by the restricted subsidiaries; (vi) merge, consolidate or sell substantially all of the Company’s assets; and (vii) create liens on assets.

The Senior Notes issued by the Company are guaranteed by each of the Company’s ~~wholly-owned domestic~~ subsidiaries ~~(other than certain excluded subsidiaries)~~that guarantee the Company’s obligations under the New Credit Facility. The guarantees are full and ~~are secured by a lien on substantially all of~~unconditional and joint and several.

The Company may redeem the ~~assets of~~Senior Notes at its option, in whole or part, at the dates and amounts set forth in the indentures.

On February 11, 2015, the Company ~~and such subsidiaries. Borrowings~~issued $375.0 million of 5.625% Senior Notes. On September 21, 2015, the Company issued $275.0 million of additional 5.625% Senior Notes. The additional notes formed a single class of debt securities with ~~respect~~the 5.625% Senior Notes issued in February 2015. Giving effect to this issuance, the ~~TLA Facility~~Company had outstanding an aggregate of $650.0 million of 5.625% Senior Notes. The 5.625% Senior Notes were to mature on February 15, 2023 and ~~the Company’s revolving credit facility (collectively, “Pro Rata Facilities”) under the Amended and Restated Credit Agreement~~ bear interest at a rate ~~tied to~~of 5.625% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. On March 17, 2021, the ~~Company’s Consolidated Leverage Ratio (defined as consolidated funded debt net of up to $50.0~~Company redeemed the 5.625% Senior Notes.

On February 16, 2016, the Company issued $390.0 million of ~~unrestricted and unencumbered cash to consolidated EBITDA)~~6.500% Senior Notes due 2024 (the “6.500% Senior Notes”). The ~~Applicable Rate for the Pro Rata Facilities was 2.50% for Eurodollar Rate Loans~~6.500% Senior Notes were to mature on March 1, 2024 and ~~1.50% for Base Rate Loans at September 30, 2020. Eurodollar Rate Loans with respect to the Pro Rata Facilities~~ bear interest at the Applicable Rate plus the Eurodollar Rate (based upon the LIBOR Rate prior to commencement of the interest rate period). Base Rate Loans with respect to the Pro Rata Facilities bear interest at the Applicable Rate plus the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate and (iii) the Eurodollar Rate plus 1.00%. At September 30, 2020, the Pro Rata Facilities bore interest at a rate of ~~LIBOR plus 2.50%. In addition,~~6.500% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2016. On March 1, 2021, the Company ~~is required to pay a commitment fee on undrawn amounts under~~redeemed the ~~revolving line~~6.500% Senior Notes.

~~Borrowings with respect~~On January 29, 2021, the Company issued conditional notices of full redemption providing for the redemption in full of $650 million of 5.625% Senior Notes and $390 million of 6.500% Senior Notes to the ~~Tranche B-3 Facility bear interest as follows: Eurodollar Rate loans bear interest at~~holders of such notes.

On March 1, 2021, the ~~Tranche B-3 Facility Applicable Rate (as defined below) plus~~Company satisfied and discharged the ~~Eurodollar Rate (based upon~~indentures governing the ~~LIBOR Rate prior to commencement~~6.500% Senior Notes. In connection with the redemption of the ~~interest rate period). Base Rate Loans bear interest at~~6.500% Senior Notes, the ~~Tranche B-3 Facility Applicable Rate plus~~Company recorded debt extinguishment costs of $10.5 million, including $6.3 million cash paid for breakage costs and the ~~highest~~write-off of ~~(i)~~deferred financing costs of $4.2 million in the ~~federal funds rate plus 0.50%, (ii)~~condensed consolidated statement of operations.

On March 17, 2021, the ~~prime rate~~Company satisfied and ~~(iii)~~discharged the ~~Eurodollar Rate plus 1.0%. As used herein,~~indentures governing the ~~term “Tranche B-3 Facility Applicable Rate” means,~~5.625% Senior Notes. In connection with ~~respect to Eurodollar Rate Loans, 2.50%, and with respect to Base Rate Loans, 1.50%. The Tranche B-4 Facility bears interest as follows: Eurodollar Rate Loans bear interest at~~ the ~~Tranche B-4 Facility Applicable Rate (as defined below) plus the Eurodollar Rate (based upon the LIBOR Rate prior to commencement~~redemption of the interest rate period) and Base Rate Loans bear interest at the Tranche B-4 Facility Applicable Rate plus the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate and (iii) the Eurodollar Rate plus 1.0%. As used herein, the term “Tranche B-4 Facility Applicable Rate” means, with respect to Eurodollar Rate Loans, 2.50%, and with respect to Base Rate Loans, 1.50%. At September 30, 2020, the Tranche B-3 Facility and the Tranche B-4 Facility bore interest at a rate of LIBOR plus 2.50%.

~~The Amended and Restated Credit Agreement requires~~5.625% Senior Notes, the Company recorded debt extinguishment costs of $3.3 million, including the write-off of deferred financing and ~~its subsidiaries to comply with customary affirmative, negative and financial covenants, including a fixed charge coverage ratio,~~premiums costs in the condensed consolidated ~~leverage ratio and senior secured leverage ratio. The Company may be required to pay all~~statement of its indebtedness immediately if it defaults on any of the numerous financial or other restrictive covenants contained in any of its material debt agreements. At September 30, 2020, the Company was in compliance with such covenants.

On March 12, 2013, the Company issued $150.0 million of 6.125% Senior Notes due 2021 (the “6.125% Senior Notes”). The 6.125% Senior Notes were to mature on March 15, 2021 and bear interest at a rate of 6.125% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. On June 24, 2020, the Company redeemed the 6.125% Senior Notes.

On July 1, 2014, the Company issued $300.0 million of 5.125% Senior Notes due 2022 (the “5.125% Senior Notes”). The 5.125% Senior Notes were to mature on July 1, 2022 and bear interest at a rate of 5.125% per annum, payable semi-annually in arrears on January 1 and July 1 of each year. On June 24, 2020, the Company redeemed the 5.125% Senior Notes.

On June 10, 2020, the Company issued conditional notices of full redemption providing for the redemption in full of the 6.125% Senior Notes and 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 thereof, plus accrued and unpaid interest, if any, to, but not including the Redemption Date (the “Redemption Price”). On June 24, 2020, the Company 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 the 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% Senior Notes, the Company recorded a debt extinguishment charge of $3.3 million, including the write-off of the deferred financing and other costs in the consolidated statement of operations for the year ended December 31, 2020.

During the nine months ended September 30, 2021, the Company repaid other long-term debt of $3.3 million, which is reflected in repayment of long-term debt within financing activities in the condensed consolidated statement of cash flows.

Noncontrolling interests in the consolidated financial statements represents the portion of ~~income.~~equity held by noncontrolling partners in the Company’s non-wholly owned subsidiaries. At September 30, 2021, the Company operated 6 facilities through non-wholly owned subsidiaries. The Company owns between 60% and 86% of the equity interests of these entities and noncontrolling partners own the remaining equity interests. The initial value of the noncontrolling interests is based on the fair value of contributions, and the Company consolidates the operations of each facility based on its equity ownership and its control of the entity. The noncontrolling interests are reflected as redeemable noncontrolling interests on the accompanying condensed consolidated balance sheets based on put rights that could require the Company to purchase the noncontrolling interests upon the occurrence of a change in control.

The components of redeemable noncontrolling interests are as follows (in thousands):

For legal entities where the Company has a financial relationship, the Company evaluates whether it has a variable interest and determines if the entity is considered a variable interest entity (“VIE”). If the Company concludes an entity is a VIE and the Company is the primary beneficiary, the entity is consolidated. The primary beneficiary analysis is a qualitative analysis based on power and benefits. A reporting entity has a controlling financial interest in a VIE and must consolidate the VIE if it has both power and benefits. It must have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE.

At September 30, 2021, the Company operated 6 facilities through non-wholly owned subsidiaries. The Company owns between 60% and 86% of the equity interests of these entities, and noncontrolling partners own the remaining equity interests. The Company manages each of these facilities, is responsible for the day to day operations and, therefore, has the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. These activities include, but are not limited to, behavioral healthcare services, human resource and employment-related decisions, marketing and finance. The terms of the agreements governing each of our VIEs prohibit us from using the assets of each VIE to satisfy the obligations of other entities. Consolidated assets at September 30, 2021 and December 31, 2020 include total assets of variable interest entities of $298.9 million and $261.7 million, respectively, which cannot be used to settle the obligations of other entities. Consolidated liabilities at September 30, 2021 and December 31, 2020 include total liabilities of variable interest entities of $24.4 million and $26.1 million, respectively.

On February 11, 2015, the Company issued $375.0 million of 5.625% Senior Notes due 2023 (the “5.625% Senior Notes”). On September 21, 2015, the Company issued $275.0 million of additional 5.625% Senior Notes. The ~~additional notes formed a single class of debt securities with the 5.625% Senior Notes issued~~consolidated VIEs assets and liabilities in February 2015. Giving effect to this issuance, the Company has outstanding an aggregate of $650.0 million of 5.625% Senior Notes. The 5.625% Senior Notes mature on February 15, 2023 and bear interest at a rate of 5.625% per annum, payable semi-annually in arrears on February 15 and August 15 of each year.

On February 16, 2016, the Company issued $390.0 million of 6.500% Senior Notes due 2024 (the “6.500% Senior Notes”). The 6.500% Senior Notes mature on March 1, 2024 and bear interest at a rate of 6.500% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2016.

On June 24, 2020, the Company 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 on January 1, 2021.

~~The indentures governing the 5.625% Senior Notes, 6.500% Senior Notes and 5.500% Senior Notes (together, the “Senior Notes”) contain covenants that, among other things, limit~~ the Company’s ability and the ability of its restricted subsidiaries to: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) engage in certain transactions with affiliates; (v) create restrictions on dividends or other payments by the restricted subsidiaries; (vi) merge, consolidate or sell substantially all of the Company’s assets; and (vii) create liens on assets.

~~The Senior Notes issued by the Company~~condensed consolidated balance sheets are guaranteed by each of the Company’s subsidiaries that guarantee the Company’s obligations under the Amended and Restated Senior Credit Facility. The guarantees are full and unconditional and joint and several.shown below (in thousands):

~~The Company may redeem the Senior Notes at its option, in whole or part, at the dates and amounts set forth in the indentures.~~

The components of accumulated other comprehensive loss are as follows (in thousands):

The Company issues stock-based awards, including stock options, restricted stock and restricted stock units, to certain officers, employees and non-employee directors under the Acadia Healthcare Company, Inc. Incentive Compensation Plan (the “Equity Incentive Plan”). At September 30, ~~2020,~~2021, a maximum of ~~8,200,000~~12,700,000 shares of the Company’s common stock were authorized for issuance as stock options, restricted stock and restricted stock units or other share-based compensation under the Equity Incentive Plan, of which ~~1,067,730~~4,484,084 were available for future grant. Stock options may be granted for terms of up to ~~ten~~10 years. The Company recognizes expense on all share-based awards on a straight-line basis over the requisite service period of the entire award. Grants to employees generally vest in annual increments of 25% each year, commencing one year after the date of grant. The exercise prices of stock options are equal to the most recent closing price of the Company’s common stock on the most recent trading date prior to the date of grant.

The Company recognized ~~$5.5~~$8.9 million and ~~$4.0~~$5.5 million in equity-based compensation expense for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$16.3~~$25.0 million and ~~$14.3~~$16.3 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. At September 30, ~~2020,~~2021, there was ~~$41.8~~$48.5 million of unrecognized compensation expense related to unvested

options, restricted stock and restricted stock units, which is expected to be recognized over the remaining weighted average vesting period of ~~1.3 years.~~1.2 years.

~~At September 30, 2020, there were 0 warrants outstanding and exercisable.~~ The Company recognized a deferred income tax benefit of ~~$1.4~~$2.3 million and ~~$1.3~~$1.4 million for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, related to equity-based compensation expense. The Company recognized a deferred income tax benefit of ~~$4.3~~$6.4 million and ~~$4.1~~$4.2 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, related to equity-based compensation expense.

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)		Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Options outstanding at January 1, 2019		1,199,540		$	44.64		7.26	$	2,717
Options outstanding at January 1, 2020											1,360,068		$	39.40		7.57	$	1,650
Options granted		605,200			28.50		9.21		1,343		507,600			33.13		9.18		157
Options exercised		(55,671	)		19.05	N/A			658		(68,700	)		29.15	N/A			854
Options cancelled		(389,001	)		40.84	N/A		N/A			(288,662	)		39.67	N/A		N/A
Options outstanding at December 31, 2019		1,360,068			39.40		7.57		1,650
Options outstanding at December 31, 2020											1,510,306			37.56		7.35		1,414
Options granted		488,000			33.12		9.45		29		306,520			57.58		7.66		823
Options exercised		(12,400	)		28.25	N/A			34		(547,522	)		39.48	N/A			10,846
Options cancelled		(228,537	)		40.46	N/A		N/A			(143,165	)		39.97	N/A		N/A
Options outstanding at September 30, 2020		1,607,131		$	37.42		7.55	$	407
Options exercisable at December 31, 2019		513,290		$	48.08		5.88	$	512
Options exercisable at September 30, 2020		660,031		$	44.19		5.85	$	382
Options outstanding at September 30, 2021											1,126,139		$	41.77		7.39	$	20,808
Options exercisable at December 31, 2020											596,606		$	45.37		5.55	$	543
Options exercisable at September 30, 2021											332,934		$	43.20		6.00	$	5,767

Fair values are estimated using the Black-Scholes option pricing model. The following table summarizes the grant-date fair value of options and the assumptions used to develop the fair value estimates for options granted during the nine months ended September 30, ~~2020~~2021 and year ended December 31, ~~2019:~~2020:

	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020
Weighted average grant-date fair value of options	$	12.26		$	17.59		$	20.67		$	12.37
Risk-free interest rate		1.6	%		2.4	%		0.9	%		1.6	%
Expected volatility		40	%		38	%		40	%		41	%
Expected life (in years)		5.0			5.0			5.0			5.0

The Company’s estimate of expected volatility for stock options is based upon the volatility of our stock price over the expected life of the award. The risk-free interest rate is the approximate yield on U.S. Treasury Strips having a life equal to the expected option life on the date of grant. The expected life is an estimate of the number of years an option will be held before it is exercised.

Restricted stock unit activity during ~~2019~~2020 and ~~2020~~2021 was as follows:

	Number of Units			Weighted Average Grant-Date Fair Value		Number of Units			Weighted Average Grant-Date Fair Value
Unvested at January 1, 2019		484,111		$	44.52
Unvested at January 1, 2020							447,357		$	38.89
Granted		234,408			34.54		583,680			10.60
Performance adjustment							117,772			13.50
Cancelled		(271,162	)		45.17		(63,056	)		43.35
Vested		—			—		(12,691	)		42.09
Unvested at December 31, 2019		447,357		$	38.89
Unvested at December 31, 2020							1,073,062		$	20.15
Granted		583,680			10.60		149,416			61.52
Performance adjustment							345,731			24.10
Cancelled		(10,123	)		42.09		—			—
Vested		(12,691	)		42.09		(184,051	)		42.30
Unvested at September 30, 2020		1,008,223		$	22.44
Unvested at September 30, 2021							1,384,158		$	22.66

Restricted stock awards are time-based vesting awards that vest over a period of three or four years and are subject to continuing service of the employee or non-employee director over the ratable vesting periods. The fair values of the restricted stock awards were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date.

Restricted stock units are granted to employees and are subject to Company performance compared to pre-established targets and Company performance compared to peers. In addition to Company performance, these performance-based restricted stock units are subject to the continuing service of the employee during the two- or three-year period covered by the awards. The performance condition for the restricted stock units is based on the Company’s achievement of annually established targets for diluted earnings per share. Additionally, the number of shares issuable pursuant to restricted stock units granted during 2020 ~~and 2019~~ are subject to adjustment based on the Company’s three-year annualized total stockholder return relative to a peer group consisting of S&P 1500 companies within the Healthcare Providers & Services 6 digit GICS industry group and selected other companies deemed to be peers. The number of shares issuable at the end of the applicable vesting period of restricted stock units ranges from 0% to 200% of the targeted units based on the Company’s actual performance compared to the targets and, for ~~2020~~2021 and ~~2019~~2020 awards, performance compared to peers.

The fair values of restricted stock units were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date for units subject to performance conditions, or at its Monte-Carlo simulation value for units subject to market conditions.

The provision for income taxes for the three months ended September 30, ~~2020~~2021 and ~~2019~~2020 reflects effective tax rates of ~~16.0%~~20.4% and ~~13.8%~~19.9%, respectively, and 23.9% and 22.4% for the nine months ended September 30, 2021 and 2020, respectively. The increase in

the effective tax rate for the three and nine months ended September 30, ~~2020~~2021 was primarily attributable to the ~~September 30, 2019 taxable gain on~~Company’s disallowance of certain compensation-related deductions and the ~~foreign currency derivatives settlement in August 2019, which allowed the Company to deduct more interest~~impact of U.S. and ~~reduce a portion of a valuation allowance on deferred~~U.K. tax ~~assets. The three months ended September 30, 2020 benefits from the CARES Act related to net operating loss carrybacks were partially offset by a statutory rate increase in the U.K.~~

The provision for income taxes for the nine months ended September 30, 2020 and 2019 reflects effective tax rates of 15.7% and 17.6%, respectively. The decrease in the effective tax rate for the current year is primarily attributable tolegislation changes in the Company’s valuation allowance related to a decrease in the deferred tax asset on carried forward interest that is deductible as a result of the CARES Act interest deductibility changes and technical corrections to tax depreciation methods for qualified improvement property that resulted in a net operating loss generated during 2019. This net operating loss, per the CARES Act, can be carried back at a 21% tax rate to recover taxes paid at a 35% tax rate.2020 year.

As ~~we continue~~the Company continues to monitor ~~tax~~the implications of ~~the CARES Act and other state, federal and foreign stimulus and~~potential tax legislation wein each of its jurisdictions, the Company may ~~make adjustments to our~~adjust its estimates and record additional amounts for tax assets and liabilities. ~~Additionally, market disruption due to COVID-19 may affect the Company’s ability to realize our deferred tax assets.~~ Any adjustments to ~~our~~the Company’s tax assets and liabilities could materially impact ~~our~~its provision for income taxes and ~~our~~its effective tax rate in the periods in which they are made.

The Company periodically enters into foreign currency forward contracts in connection with certain transfers of cash between the U.S. and U.K. under the Company’s cash management and foreign currency risk management programs. Foreign currency forward

~~contracts limit the economic risk of changes in the exchange rate between U.S. Dollars (“USD”) and British Pounds (“GBP”) associated with cash transfers.~~

In May 2016, the Company entered into multiple cross currency swap agreements with an aggregate notional amount of $650.0 million to manage foreign currency risk by effectively converting a portion of its fixed-rate USD-denominated senior notes, including the semi-annual interest payments thereafter, to fixed-rate GBP-denominated debt of £449.3 million. In August 2019, the Company terminated its existing net investment cross currency swap derivatives of $105.0 million. Cash received from the termination of the cross currency swap derivatives was included in investing activities in the condensed consolidated statement of cash flows. The related gain from this termination was included in accumulated other comprehensive loss in accordance with ASC 815-30-40-1.

In August 2019, the Company also entered into multiple cross currency swap agreements with an aggregate notional amount of $650.0 million to manage foreign currency risk by effectively converting a portion of its fixed-rate USD-denominated senior notes, including the semi-annual interest payments thereunder, to fixed-rate GBP-denominated debt of £538.1 million. During the term of the swap agreements, the Company will receive semi-annual interest payments in USD from the counterparties at fixed interest rates, and the Company will make semi-annual interest payments in GBP to the counterparties at fixed interest rates. The interest payments under the cross-currency swap agreements result in £25.4 million of annual cash flows from the Company’s U.K. business being converted to $35.8 million.

The Company has designated the cross currency swap agreements and forward contracts entered into during 2019 and the nine months ended September 30, 2020 as qualifying hedging instruments and is accounting for these derivatives as net investment hedges. The fair values of these derivatives at September 30, 2020 and December 31, 2019 of $39.9 million and $68.9 million, respectively, are recorded as derivative instrument liabilities in the condensed consolidated balance sheets. During 2019, the Company elected the spot method for recording its net investment hedges. Gains and losses resulting from the settlement of the excluded components are recorded in interest expense on the condensed consolidated statements of income. Gains and losses resulting from fair value adjustments to the cross currency swap agreements are recorded in accumulated other comprehensive loss as the swaps are effective in hedging the designated risk. Cash flows related to the cross currency swap derivatives are included in operating activities in the condensed consolidated statements of cash flows.

The carrying amounts reported for cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value because of the short-term maturity of these instruments.

The carrying amounts and fair values of the Company’s ~~Amended and Restated Senior~~New Credit Facility, ~~6.125% Senior Notes, 5.125% Senior Notes,~~Prior Credit Facility, 5.625% Senior Notes, 6.500% Senior Notes, 5.500% Senior Notes, 5.000% Senior Notes, other long-term debt and derivative instruments at September 30, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows (in thousands):

	Carrying Amount				Fair Value				Carrying Amount				Fair Value
	September 30, 2020		December 31, 2019		September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Amended and Restated Senior Credit Facility	$	1,640,521	$	1,668,062	$	1,640,521	$	1,668,062
6.125% Senior Notes due 2021	$	—	$	149,254	$	—	$	149,441
5.125% Senior Notes due 2022	$	—	$	297,761	$	—	$	299,994
New Credit Facility									$	516,905	$	—	$	516,905	$	—
Prior Credit Facility									$	—	$	1,175,437	$	—	$	1,175,437
5.625% Senior Notes due 2023	$	645,942	$	644,771	$	650,011	$	655,249	$	—	$	646,344	$	—	$	647,960
6.500% Senior Notes due 2024	$	385,326	$	384,430	$	395,460	$	398,366	$	—	$	385,636	$	—	$	393,850
5.500% Senior Notes due 2028	$	442,380	$	—	$	454,988	$	—	$	443,703	$	443,139	$	466,421	$	475,931
5.000% Senior Notes due 2029									$	468,737	$	468,245	$	488,096	$	499,852
Other long-term debt	$	3,932	$	4,821	$	3,932	$	4,821	$	—	$	3,625	$	—	$	3,625
Derivative instrument liabilities	$	39,859	$	68,915	$	39,859	$	68,915	$	—	$	84,584	$	—	$	84,584

The Company’s ~~Amended and Restated Senior~~New Credit Facility, ~~6.125% Senior Notes, 5.125% Senior Notes,~~Prior Credit Facility, 5.625% Senior Notes, 6.500% Senior Notes, 5.500% Senior Notes, 5.000% Senior Notes and other long-term debt were categorized as Level 2 in the GAAP fair value hierarchy. Fair values were based on trading activity among the Company’s lenders and the average bid and ask price as determined using published rates.

The fair values of the derivative instruments were categorized as Level 2 in the GAAP fair value hierarchy and were based on observable market inputs including applicable exchange rates and interest rates.

A portion of the Company’s professional liability risks are insured through a wholly-owned insurance subsidiary. The Company is self-insured for professional liability claims up to $3.0 million per claim through August 31, 2021 and $10.0 million thereafter, and has obtained reinsurance coverage from a third party to cover claims in excess of the retention limit. The reinsurance policy has a coverage limit of $75.0 million in the aggregate. The Company’s 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.

The Company is, from time to time, subject to various claims, lawsuits, governmental investigations and regulatory actions, including claims for damages for personal injuries, medical malpractice, overpayments, breach of contract, securities law violations, tort and employment related claims. In these actions, plaintiffs request a variety of damages, including, in some instances, punitive and other types of damages that may not be covered by insurance. In addition, healthcare companies are subject to numerous investigations by various governmental agencies. Certain of the Company’s individual facilities have received, and from time to time, other facilities may receive, subpoenas, civil investigative demands, audit requests and other inquiries from, and may be subject to investigation by, federal and state agencies. These investigations can result in repayment obligations, and violations of the False Claims Act can result in substantial monetary penalties and fines, the imposition of a corporate integrity agreement and exclusion from participation in governmental health programs. In addition, the federal False Claims Act permits private parties to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions.

On April 1, 2019, a consolidated complaint was filed against the Company and certain former and current officers in the lawsuit styled St. Clair County Employees’ Retirement System v. Acadia Healthcare Company, Inc., et al., Case No. 3:19-cv-00988, which is pending in the United States District Court for the Middle District of Tennessee. The complaint purports to be brought on behalf of a class consisting of all persons (other than defendants) who purchased securities of the Company between April 30, 2014 and

November 15, 2018, and alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. At this time, we are not able to quantify any potential liability in connection with this litigation because the case is in its early stages.

On February 21, 2019, a purported stockholder filed a related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled Davydov v. Joey A. Jacobs, et al., Case No. 3:19-cv-00167, which is pending in the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Section 10(b) and 14(a) of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment. On May 23, 2019, a purported stockholder filed a second related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled Beard v. Jacobs, et al., Case No. 3:19-cv-0441, which is pending the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Sections 10(b), 14(a), and 21D of the Exchange Act, breach of fiduciary duty, waste of corporate assets, unjust enrichment, and insider selling. On June 11, 2019, the Davydov and Beard actions were ~~consolidated and ordered stayed pending~~consolidated. On February 16, 2021, the parties filed a ~~ruling on~~stipulation staying the ~~motion to dismiss that was filed in the~~ ~~St. Clair County v. Acadia Healthcare~~ ~~case described above.~~case. On October 23, 2020, a purported stockholder filed a third related ~~derivation~~derivative action on behalf of the Company against former and current officers and directors in the lawsuit styled Pfenning v. Jacobs, et al., Case No. 2020-0915-JRS, which is pending in the Court of Chancery of the State of Delaware. The complaint alleges claims for breach of fiduciary duty. On February 17, 2021, the court entered an order staying the case. At this time, we are not able to quantify any potential liability in connection with this litigation because the cases are in their early stages.

On April 25, 2018, plaintiff filed Pence v. Sober Living By the Sea, Inc. - 30-2018-00988742-CU-OE-CXC, Orange County Superior Court (Pence I). On July 13, 2018, plaintiff next filed Pence v. Sober Living by the Sea, Inc.; Acadia Healthcare Company, Inc. - 30-2018-01005317-CU-OE-CJC, Orange County Superior Court (Pence II). These cases have now been consolidated before the same judge in the Complex Litigation Department of the Orange County Superior Court. The complaints allege various wage and hour violations under California law on behalf of a putative class of all non-exempt California employees of Acadia and various subsidiaries, going back to April 25, 2014, and on behalf of purportedly aggrieved non-exempt employees under California’s Private Attorney General Act (“PAGA”). The claims include (1) failure to provide overtime wages; (2); failure to provide minimum wages; (3) failure to provide meal periods; (4) failure to provide rest periods; (5); failure to pay wages due at termination; (6) failure to provide accurate wage statements; (7) violations of California Business and Professions Code section 17200; and (8) civil penalties under California Labor Code section 2699 (PAGA). During the second quarter of 2020, the Company recorded approximately $4.0 million to transaction-related expenses in the condensed consolidated statements of ~~income~~operations based on the Company’s expected settlement and legal fees. The court granted final approval of the settlement in September 2021, and the Company made the settlement payment in October 2021.

In the fall of 2017, the Office of Inspector General (“OIG”) issued subpoenas to three of the Company’s facilities requesting certain documents from January 2013 to the date of the subpoenas. The U.S. Attorney’s Office for the Middle District of Florida issued a civil

investigative demand to one of the Company’s facilities in December 2017 requesting certain documents from November 2012 to the date of the demand. In April 2019, the ~~Office of Inspector General~~OIG issued subpoenas relating to six additional facilities requesting certain documents and information from January 2013 to the date of the subpoenas. The government’s investigation of each of these facilities is focused on claims not eligible for payment because of alleged violations of certain regulatory requirements relating to, among other things, medical necessity, admission eligibility, discharge decisions, length of stay and patient care issues. The Company is cooperating with the government’s investigation but is not able to quantify any potential liability in connection with these investigations.

Noncontrolling interests in the consolidated financial statements represents the portion of equity held by noncontrolling partners in the Company’s non-wholly owned subsidiaries. At September 30, 2020, the Company operated 6 facilities through non-wholly owned subsidiaries. The Company owns between 60% and 86% of the equity interests of these entities and noncontrolling partners own the remaining equity interests. The initial value of the noncontrolling interests is based on the fair value of contributions, and the Company consolidates the operations of each facility based on its equity ownership and its control of the entity. The noncontrolling interests are reflected as redeemable noncontrolling interests on the accompanying condensed consolidated balance sheets based on put rights that could require the Company to purchase the noncontrolling interests upon the occurrence of a change in control.

~~The components of redeemable noncontrolling interests are as follows (in thousands):~~

The Company ~~operates~~entered into foreign currency forward contracts during the year ended December 31, 2020 in ~~one line~~connection with certain transfers of ~~business, which is operating acute inpatient psychiatric facilities, specialty treatment facilities, residential treatment centers~~cash between the U.S. and ~~facilities providing outpatient behavioral healthcare services. As~~U.K. under the Company’s cash management ~~reviews~~and foreign currency risk management programs. Foreign currency forward contracts limit the ~~operating results~~economic risk of changes in the exchange rate between USD and GBP associated with cash transfers.

In August 2019, the Company also entered into multiple cross currency swap agreements with an aggregate notional amount of $650.0 million to manage foreign currency risk by effectively converting a portion of its ~~U.S. Facilities~~fixed-rate USD-denominated senior notes, including the semi-annual interest payments thereunder, to fixed-rate GBP-denominated debt of £538.1 million. During the term of the swap agreements, the Company received semi-annual interest payments in USD from the counterparties at fixed interest rates, and ~~its U.K. Facilities separately~~the Company made semi-annual interest payments in GBP to ~~assess performance and make decisions,~~the counterparties at fixed interest rates. The interest payments under the cross-currency swap agreements resulted in £25.4 million of annual cash flows from the Company’s ~~operating segments include our U.S. Facilities and~~ U.K. ~~Facilities. At September 30, 2020, the U.S. Facilities segment included 229 behavioral healthcare facilities~~business being converted to $35.8 million.

In conjunction with ~~approximately 9,800 beds in 40 states and Puerto Rico, and~~ the U.K. ~~Facilities segment~~Sale in January 2021, the Company settled its cross currency swap liability and outstanding forward contracts. Cash paid from the settlement of the cross currency swap derivatives and forward contracts outstanding at December 31, 2020 are included ~~353 behavioral healthcare facilities with approximately 8,500 beds~~in investing activities as part of the net proceeds received from the U.K. Sale in the ~~U.K.~~condensed consolidated statement of cash flows.

~~The following tables set forth the financial information by operating segment, including a reconciliation of Segment EBITDA to income before income taxes (in thousands):~~

The Company designated the cross currency swap agreements and forward contracts entered into during 2020 as qualifying hedging instruments and accounted for these derivatives as net investment hedges. The fair value of these derivatives at December 31, 2020 of $84.6 million is recorded as derivative instrument liabilities in the condensed consolidated balance sheet. During 2019, the Company elected the spot method for recording its net investment hedges. Gains and losses resulting from the settlement of the excluded components were recorded in interest expense on the condensed consolidated statement of operations. Gains and losses resulting from fair value adjustments to the cross currency swap agreements were recorded in accumulated other comprehensive loss as the swaps are effective in hedging the designated risk. These gains and losses were considered in the carrying value of the U.K. operations and included in the loss on the U.K. Sale recorded in December 31, 2020 and January 2021. Prior to the U.K. Sale, cash flows related to the cross currency swap derivatives are included in operating activities in the condensed consolidated statement of cash flows.

~~The components of accumulated other comprehensive loss are as follows (in thousands):~~

The Company conducts substantially all of its business through its subsidiaries. The ~~6.125% Senior Notes, 5.125% Senior Notes, 5.625% Senior Notes, 6.500%~~5.500% Senior Notes and ~~5.500%~~5.000% Senior Notes are jointly and severally guaranteed on an unsecured senior basis by all of the Company’s subsidiaries that guarantee the Company’s obligations under the ~~Amended~~New Credit Facility. The 5.625% Senior Notes, 6.500% Senior Notes, 5.500% Senior Notes and ~~Restated~~5.000% Senior Notes were jointly and severally guaranteed on an unsecured senior basis by all of the Company’s subsidiaries that guarantee the Company’s obligations under the Prior Credit Facility. Summarized financial information is presented below is consistent with the condensed consolidated financial statements of the Company, except transactions between combining entities have been eliminated. Financial information for the combined non-guarantor entities has been excluded. Presented below is condensed financial information for Acadia Healthcare Company, Inc. and the combined wholly-owned subsidiary guarantors at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, and for the nine months ended September 30, ~~2020.~~2021.

	September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020
Current assets	$	591,762	$	427,315	$	496,397	$	654,735
Property and equipment, net		1,398,897		1,313,830		1,440,846		1,421,875
Goodwill		1,992,305		1,992,344		1,990,544		1,992,305
Total noncurrent assets		3,608,625		3,516,967		3,668,848		3,640,809

Current liabilities		400,256		294,289		381,950		626,419
Long-term debt		2,847,191		2,877,602		1,392,041		2,786,125
Total noncurrent liabilities		3,159,529		3,162,782		1,661,072		3,045,981
Redeemable noncontrolling interests		—		—		—		—
Total equity		640,602		487,211		2,122,223		623,144

	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2021
Revenue	$	1,443,685	$	1,585,837
Income before income taxes		104,217		158,117
Net income		84,162		119,785
Net income attributable to Acadia Healthcare Company, Inc.		84,162		119,785

On October 14, 2020, the Company issued $475.0 million of the 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 annum, payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2021. The Company used the net proceeds of the 5.000% Senior Note to prepay approximately $453.3 million of the outstanding borrowings on the Tranche B-3 Facility and intends to use the remaining net proceeds for general corporate purposes, which may include additional debt repayment, and to pay related fees and expenses in connection with the offering.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking 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,” “would,” “should,” “could” or the negative thereof. Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate,” “project,” “plan” and similar expressions identify forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are forward-looking statements.

We have based these forward-looking statements on 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 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. These risks, uncertainties and other factors include, but are not limited to:

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These risks and uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q. 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 developments.

Our business strategy is to acquire and develop behavioral healthcare facilities and improve our operating results within our facilities and our other behavioral healthcare 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 developing new services within existing locations. At September 30, ~~2020,~~2021, we operated ~~582~~230 behavioral healthcare facilities with approximately ~~18,300~~10,200 beds in 40 states ~~the U.K.~~ and Puerto Rico. During the nine months ended September 30, ~~2020,~~2021, we added ~~352~~362 beds, ~~including 208 added~~consisting of 282 beds to existing facilities and ~~144 added~~80 through the

opening of ~~a de novo facility.~~one wholly-owned facility and five comprehensive treatment centers (“CTCs”). For the year ending December 31, ~~2020,~~2021, we expect to add approximately ~~500 total~~300 beds ~~exclusive~~to existing facilities, 80 beds through the opening of ~~acquisitions.~~one wholly-owned facility and 11 CTCs.

We are the leading publicly traded pure-play provider of behavioral healthcare services ~~with operations~~ in the ~~U.S. and the U.K.~~United States. Management believes that we are positioned as a leading platform in a highly fragmented industry 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 attract 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 facilities, joint ventures and bed additions in existing facilities.

On January 19, 2021, we ~~commenced~~completed the U.K. Sale pursuant to a ~~review~~Share Purchase Agreement in which we sold all of ~~strategic alternatives including those related to our U.K. operations~~the securities of AHC-WW Jersey Limited, a private limited liability company incorporated in Jersey and a ~~potential sale~~subsidiary of ~~such operations. In January 2020, we launched a formal process regarding~~ the ~~sale~~Company, which constituted the entirety of our U.K. ~~business. Consistent~~business 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 GBP to 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 ~~market practice for U.K. transactions of this nature, and in conjunction with our advisors, we solicited and received initial, non-binding offers~~cash from the balance sheet to ~~acquire our U.K. business from multiple bidders. During~~reduce debt by $1,640 million during the first quarter of ~~2020, we began the second phase~~2021. As a result of the ~~sale process, during which interested bidders would receive proposed transaction documents~~U.K. Sale, we reported, for all periods presented, results of operations and ~~complete their confirmatory due diligence. However, given evolving market dynamics related to~~cash flows of the ~~COVID-19 pandemic, we suspended~~U.K. operations as discontinued operations in the ~~sale process in mid-March 2020. In October 2020, we relaunched the formal sale process of our U.K. business.~~accompanying financial statements.

During March 2020, the global pandemic of COVID-19 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 ~~a limited number~~ manyof our facilities, employees and/or patients have tested positive for COVID-19. We are committed to protecting the health 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. All of our facilities are closely following infectious disease protocols, as well as recommendations by the CDC ~~NHS~~ and local health officials. We have established an internal COVID-19 taskforce, developed additional supply chain management processes, expanded telehealth capabilities and implemented emergency planning in directly impacted markets.

We have taken numerous steps to help minimize the impact of the ~~virus.~~virus on our patients and employees. For example, we:

COVID-19 is adversely impacting our business and likely will have an impact on our financial results that we are not currently able to quantify. For example, due in part to local, state and federal guidelines as well as recommendations from medical officials regarding stay-at-home orders, social distancing practices and self-quarantine in response to the COVID-19 pandemic, we have seen a decline in referrals, particularly from emergency rooms and medical professionals. In addition, restrictive measures adopted or encouraged by federal, state and local governments, such as travel bans and stay-at-home orders, have reduced patient volume at our facilities more generally. As a result, many of our facilities experienced significantly lower patient days primarily during late March and April 2020. The impact on our facilities varies based on the market in which the facility operates and the type of facility. During the second quarter of 2020 we saw improvements in patient days which continued into the third quarter. The improved volume trends were driven by a shift in marketing strategy and efforts and the easing of stay-at-home orders and other restrictions. It is difficult to predict the impact of COVID-19 on our patient volume in future periods given the evolving nature of the pandemic.

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. ~~However, we are also experiencing~~We could experience supply chain disruptions and ~~could experience~~ 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 shortages could lead to us paying higher prices for supplies, equipment and labor and an increase in overtime hours paid to our employees.

At September 30, 2020, we had approximately $338.7 million of cash and cash equivalents and $485.9 million of available borrowing capacity under our revolving line of credit. In response to the estimated financial impact of the COVID-19 pandemic, we continue to pursue various actions intended to enhance our financial flexibility including, among other things, the benefits described in the “CARES Act and other Regulatory Developments” herein.~~In addition,we are evaluating and undertaking certain additional steps to mitigate the financial impact, including:~~

Although we are reviewing potential liquidity and intend to seek any available benefits under the CARES Act, including those described herein, we cannot predict the manner in which such benefits will be allocated or administered and we cannot assure you we will be able to access such benefits. In addition, procuring these benefits and otherwise responding to the global pandemic is likely to require us to dedicate additional management resources.

~~For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources”.~~

On March 27, 2020, 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 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 the COVID-19 pandemic. Those provisions include, among others:

~~As noted above, the~~The U.S. government initially announced it would offer $100 billion of relief to eligible healthcare providers through the PHSSE Fund. On April 24, 2020, then President Trump signed into law the ~~New~~ PPP Act. Among other things, the ~~New~~ PPP Act ~~allocates~~allocated $75 billion to eligible healthcare providers to help offset COVID-19 related losses and expenses. The $75 billion allocated under the ~~New~~ 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~~ funds distributed from the PHSSE Fund in April 2020. We received ~~approximately~~an additional $12.8 million from the PHSSE Fund in August 2020. In April 2021, we received $24.2 million of additional funds from the PHSSE Fund, which is included in other accrued liabilities on the condensed consolidated balance sheet at September 30, 2021. We continue to evaluate our compliance with the terms and conditions to, and the financial impact of, these additional funds ~~in August 2020.~~received.

~~Results for~~During the three months ended ~~September~~June 30, 2020, ~~include a reversal of~~we recorded $18.1 million of other income ~~recorded during the second quarter of 2020~~ in the condensed consolidated ~~statements~~statement of ~~income~~operations related to ~~the~~ $19.7 million received from the PHSSE Fund during the quarter. This was subsequently reversed during the third quarter of 2020. During the fourth quarter of 2020, we recorded $32.8 million of other income in the consolidated statement of operations related to $34.9 million received from the PHSSE ~~funds received by the Company. The Company’s decision to reverse~~Fund from April through December 2020. Our recognition of this income was based on ~~additional~~revised guidance ~~issued by HHS~~ in ~~September 2020 related to~~ the ~~terms and conditions necessary to retain PHSSE funds.~~Consolidated Appropriations Act, 2021 enacted in December 2020.

Using existing authority and certain expanded authority under the CARES Act, HHS ~~has~~ 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, certain of our facilities were eligible to request 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 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 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 to one year from the date that payment under the program was received. Once the repayment period begins, the offset ~~will be~~is 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 outstanding 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, which we expect~~program. We repaid approximately $7 million and $10 million of the $45 million of advance payments during the second and third quarters of 2021, respectively, via recoupment from our new Medicare claims and will continue to repay ~~over~~ the ~~12 month period beginning April 2021.~~remaining balance on a monthly basis through September 2022.

~~Also under~~Under the CARES Act, we also 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 December 31, ~~2020.~~2021.

The CARES Act also provides for certain federal income and other tax changes, including an increase in the interest expense tax deduction limitation ~~the deferral of the employer portion of Social Security payroll taxes, refundable payroll tax credits, net operating loss carryback periods, alternative minimum tax credit refunds~~ and bonus depreciation of qualified improvement property. We expect a cash benefit of approximately $39 million for 2020 relating to the delay of payment of the employer portion of Social Security payroll taxes. Within the CARES Act, the interest expense deduction threshold was increased to 50% of Adjusted Taxable Income for 2019 and 2020 tax years, making our interest expense fully deductible. As a result, we received a cash benefit in the form of refunds of $14 million and expect lower tax payments of $2.7 million related to our 2019 interest expense and between $15 million and $20 million related to our 2020 interest expense.

Furthermore, under the CARES Act, (i) for taxable years beginning before 2021, ~~net operating loss (“NOL”)~~NOL carryforwards and carrybacks may offset 100% of taxable 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 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 approximately $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 three months ended September 30, 2021 and expect to ~~receive a refund related to our 2019 NOL carryback to 2014~~repay the remaining portion in ~~the amount of $18 million and expect lower future payments of $9 million.~~by December 31, 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, certification, and reimbursement requirements in order to provide hospitals, physicians, and other healthcare 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 for 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 regulatory 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 financial impact of funds received under the CARES Act and other government relief programs.

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

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

The following table illustrates our consolidated results of operations for the respective periods shown (dollars in thousands):

	Three Months Ended September 30,												Nine Months Ended September 30,												Three Months Ended September 30,												Nine Months Ended September 30,
	2020						2019						2020						2019						2021						2020						2021						2020
	Amount			%			Amount			%			Amount			%			Amount			%			Amount			%			Amount			%			Amount			%			Amount			%
Revenue	$	833,304			100.0	%	$	777,251			100.0	%	$	2,366,425			100.0	%	$	2,327,230			100.0	%	$	587,559			100.0	%	$	547,961			100.0	%	$	1,720,914			100.0	%	$	1,548,653			100.0	%
Salaries, wages and benefits		450,459			54.1	%		428,601			55.1	%		1,318,378			55.7	%		1,288,399			55.4	%		309,118			52.6	%		290,619			53.0	%		922,684			53.6	%		852,864			55.1	%
Professional fees		61,359			7.4	%		62,152			8.0	%		183,273			7.7	%		177,588			7.6	%		35,602			6.1	%		29,372			5.4	%		101,915			5.9	%		91,009			5.9	%
Supplies		31,207			3.7	%		30,790			4.0	%		93,302			3.9	%		91,661			3.9	%		23,743			4.0	%		21,773			4.0	%		67,698			3.9	%		65,028			4.2	%
Rents and leases		21,182			2.5	%		20,134			2.6	%		62,833			2.7	%		60,860			2.6	%		9,658			1.6	%		9,365			1.7	%		28,690			1.7	%		27,975			1.8	%
Other operating expenses		97,093			11.7	%		92,975			12.0	%		288,222			12.2	%		281,517			12.1	%		76,502			13.0	%		68,213			12.4	%		222,263			12.9	%		202,540			13.1	%
Other income		18,070			2.2	%		-			0.0	%		-			0.0	%		-			0.0	%		—			0.0	%		18,070			3.3	%		—			0.0	%		—			0.0	%
Depreciation and amortization		42,912			5.1	%		40,620			5.2	%		126,037			5.3	%		122,277			5.3	%		27,805			4.7	%		24,132			4.4	%		78,349			4.6	%		70,298			4.5	%
Interest expense		37,553			4.5	%		46,644			6.0	%		119,064			5.0	%		143,384			6.2	%		15,706			2.7	%		37,315			6.8	%		61,420			3.6	%		118,398			7.6	%
Debt extinguishment costs		-			0.0	%		-			0.0	%		3,271			0.1	%		-			0.0	%		—			0.0	%		—			0.0	%		24,650			1.4	%		3,271			0.2	%
Loss on impairment		20,239			2.4	%		-			0.0	%		20,239			0.9	%		-			0.0	%		1,079			0.2	%		—			0.0	%		24,293			1.4	%		—			0.0	%
Transaction-related expenses		8,503			1.0	%		5,775			0.7	%		17,293			0.7	%		15,308			0.7	%		3,035			0.5	%		3,024			0.6	%		9,320			0.5	%		9,558			0.6	%
Total expenses		788,577			94.6	%		727,691			93.6	%		2,231,912			94.2	%		2,180,994			93.8	%		502,248			85.4	%		501,883			91.6	%		1,541,282			89.5	%		1,440,941			93.0	%
Income before income taxes		44,727			5.4	%		49,560			6.4	%		134,513			5.8	%		146,236			6.2	%
Income from continuing operations before income taxes																										85,311			14.6	%		46,078			8.4	%		179,632			10.5	%		107,712			7.0	%
Provision for income taxes		7,166			0.9	%		6,837			0.9	%		21,171			0.9	%		25,801			1.1	%		17,411			3.0	%		9,191			1.7	%		42,948			2.5	%		24,174			1.6	%
Income from continuing operations																										67,900			11.6	%		36,887			6.7	%		136,684			8.0	%		83,538			5.4	%
Income (loss) from discontinued operations, net of taxes																										—			0.0	%		674			0.1	%		(12,641	)		-0.8	%		29,804			1.9	%
Net income		37,561			4.5	%		42,723			5.5	%		113,342			5.0	%		120,435			5.1	%		67,900			11.6	%		37,561			6.8	%		124,043			7.2	%		113,342			7.3	%
Net income attributable to noncontrolling interests		(563	)		-0.1	%		(157	)		0.0	%		(1,802	)		-0.1	%		(258	)		0.0	%		(1,774	)		-0.3	%		(563	)		-0.1	%		(3,686	)		-0.2	%		(1,802	)		-0.1	%
Net income attributable to Acadia Healthcare Company, Inc.	$	36,998			4.4	%	$	42,566			5.5	%	$	111,540			4.9	%	$	120,177			5.1	%	$	66,126			11.3	%	$	36,998			6.7	%	$	120,357			7.0	%	$	111,540			7.2	%

At September 30, ~~2020, the U.S. Facilities segment included 229~~2021, we operated 230 behavioral healthcare facilities with approximately ~~9,800~~10,200 beds in 40 states and Puerto ~~Rico,~~Rico. For all periods presented, results of operations and cash flows of the U.K. ~~Facilities segment included 353 behavioral healthcare facilities with approximately 8,500 beds~~operations are reported as discontinued operations in the ~~U.K.~~accompanying financial statements.

We are encouraged by the favorable trends in our business and believe we are well positioned to capitalize on the expected growth in demand for behavioral health services. As with many other healthcare providers and other industries across the country, we are currently dealing with a tight labor market. However, we believe the diversity of our markets and service lines and our proactive focus helps us manage through this environment. Generally, the challenges that we have faced are temporary and market specific. We remain focused on ensuring that we have the level of staff to meet the demand in our markets across our 40 states.

The following table sets forth percent changes in same facility operating data for our U.S. Facilities for the three and nine months ended September 30, ~~2020~~2021 compared to the same periods in ~~2019:~~2020:

	Three Months Ended	Nine Months Ended	Three Months Ended	Nine Months Ended
U.S. Same Facility Results (a)
Revenue growth	7.5%	2.7%	7.9%	10.9%
Patient days growth	4.2%	2.2%	2.2%	4.8%
Admissions growth	0.5%	-1.1%	0.6%	4.8%
Average length of stay change (b)	3.8%	3.3%	1.5%	0.1%
Revenue per patient day growth	3.1%	0.6%	5.6%	5.8%
EBITDA margin change (c)	50 bps	10 bps
Adjusted EBITDA margin change (c)			360 bps	280 bps

(c) ~~Segment~~Adjusted EBITDA is defined as income before provision for income taxes, equity-based compensation expense, debt extinguishment costs, loss on impairment, transaction-related expenses, interest expense and depreciation and amortization. Management uses ~~Segment~~Adjusted EBITDA as an analytical indicator to measure ~~the~~ performance ~~of our segments~~ and to develop strategic objectives and operating ~~plans for those segments. Segment~~plans. Adjusted EBITDA is commonly used as an analytical indicator within the health care industry, and also serves as a measure of leverage capacity and debt service ability. ~~Segment~~Adjusted EBITDA should not be considered as a measure of financial performance under GAAP, and the items excluded from ~~Segment~~Adjusted EBITDA are significant components in

understanding and assessing financial performance. Because ~~Segment~~Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, ~~Segment~~Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

Results in our U.S. Facilities for the nine months ended September 30, 2020 were affected by COVID-19. Volumes declined in late March 2020 as a result of the impact of the pandemic on traditional referral sources, such as emergency rooms and medical professionals; the stay-at-home orders implemented by many states; and the effects of the travel restrictions on certain facilities with national referral networks. As the country has started to reopen and lift restrictions, patient volumes have shown recent improvement. During the three months ended September 30, 2020, we demonstrated measurable improvement in our EBITDA margin in part due to our continued focus on cost management and operating efficiencies.

~~The following table sets forth percent changes in same facility operating data for our U.K. Facilities for the three and nine months ended September 30, 2020 compared to the same periods in 2019:~~

Results in our U.K. Facilities for the nine months ended September 30, 2020 were affected by COVID-19. Beginning in late March 2020, our U.K. operations faced temporary disruptions from the stay-at-home orders implemented in the U.K. on the referral and commissioning process. As the country has started to reopen and lift restrictions, patient volumes and labor costs have shown recent improvement.

Three months ended September 30, ~~2020~~2021 compared to the three months ended September 30, ~~2019~~2020

Revenue. Revenue increased ~~$56.1~~$39.6 million, or 7.2%, to ~~$833.3~~$587.6 million for the three months ended September 30, ~~2020~~2021 from ~~$777.3~~$548.0 million for the three months ended September 30, 2019 resulting from same facility revenue growth of 5.9% and a $12.7 million increase in the exchange rate between USD and GBP. During the three months ended September 30, 2020, we generated $548.0 million of revenue, or 65.8% of our total revenue, from our U.S. Facilities and $285.3 million of revenue, or 34.2% of our total revenue, from our U.K. Facilities. During the three months ended September 30, 2019, we generated $509.4 million of revenue, or 65.5% of our total revenue, from our U.S. Facilities and $267.9 million of revenue, or 34.5% of our total revenue, from our U.K. Facilities.

~~U.S. same~~2020. Same facility revenue increased ~~by $38.2~~$43.0 million, or ~~7.5%~~7.9%, for the three months ended September 30, ~~2020~~2021 compared to the three months ended September 30, ~~2019,~~2020, resulting from same facility growth in patient days of ~~4.2%~~2.2% and an increase in same facility revenue per day of ~~3.1%~~5.6%. ~~U.K.~~Consistent with same facility ~~revenue increased by $6.9 million, or 2.7%,~~growth in 2020, the growth in same facility patient days for the three months ended September 30, ~~2020~~2021 compared to the three months ended September 30, ~~2019, resulting~~2020 resulted from ~~a decline in same facility patient days~~the addition of ~~0.1% offset by an increase in same facility revenue per day of 2.8%.~~beds to our existing facilities and ongoing demand for our services.

Salaries, wages and benefits. Salaries, wages and benefits (“SWB”) expense was ~~$450.5~~$309.1 million for the three months ended September 30, 2021 compared to $290.6 million for the three months ended September 30, 2020, ~~compared to $428.6 million for the three months ended September 30, 2019,~~ an increase of ~~$21.9~~$18.5 million. SWB expense included ~~$5.5~~$8.9 million and ~~$4.0~~$5.5 million of equity-based compensation expense for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Excluding equity-based compensation expense, SWB expense was ~~$445.0~~$300.2 million, or ~~53.4%~~51.1% of revenue, for the three months ended September 30, ~~2020,~~2021, compared to ~~$424.6~~$285.1 million, or ~~54.6%~~52.0% of revenue, for the three months ended

September 30, ~~2019.~~2020. Same facility SWB expense was ~~$409.9~~$279.1 million for the three months ended September 30, 2021, or 47.6% of revenue, compared to $264.3 million for the three months ended September 30, 2020, or ~~50.7%~~48.6% of ~~revenue, compared to $399.9~~revenue.

Professional fees. Professional fees were $35.6 million for the three months ended September 30, ~~2019,~~2021, or ~~52.4%~~6.1% of ~~revenue.~~

~~Professional fees.~~ ~~Professional fees were $61.4~~revenue, compared to $29.4 million for the three months ended September 30, 2020, or ~~7.4%~~5.4% of ~~revenue, compared to $62.2~~revenue. Same facility professional fees were $32.5 million for the three months ended September 30, ~~2019,~~2021, or ~~8.0%~~5.5% of ~~revenue. Same facility professional fees were $55.6~~revenue, compared to $26.4 million, for the three months ended September 30, 2020, or ~~6.9%~~4.9% of ~~revenue, compared to $56.8~~revenue.

Supplies. Supplies expense was $23.7 million for the three months ended September 30, ~~2019,~~2021, or ~~7.5%~~4.0% of ~~revenue.~~

~~Supplies.~~ ~~Supplies expense was $31.2~~revenue, compared to $21.8 million for the three months ended September 30, 2020, or ~~3.7%~~4.0% of ~~revenue, compared to $30.8~~revenue. Same facility supplies expense was $23.5 million for the three months ended September 30, ~~2019,~~2021, or 4.0% of ~~revenue. Same facility supplies expense was $29.8~~revenue, compared to $21.6 million for the three months ended September 30, 2020, or ~~3.7% of revenue, compared to $29.7 million for the three months ended September 30, 2019, or 3.9%~~4.0% of revenue.

Rents and leases. Rents and leases were ~~$21.2~~$9.7 million for the three months ended September 30, 2021, or 1.6% of revenue, compared to $9.4 million for the three months ended September 30, 2020, or ~~2.5%~~1.7% of ~~revenue compared to $20.1~~revenue. Same facility rents and leases were $8.7 million for the three months ended September 30, ~~2019,~~2021, or ~~2.6%~~1.5% of ~~revenue. Same facility rents and leases were $17.2~~revenue, compared to $8.5 million for the three months ended September 30, 2020, or ~~2.1% of revenue, compared to $16.9 million for the three months ended September 30, 2019, or 2.2%~~1.6% of revenue.

Other operating expenses. Other operating expenses consisted primarily of purchased services, utilities, insurance, travel and repairs and maintenance expenses. Other operating expenses were ~~$97.1~~$76.5 million for the three months ended September 30, 2021, or 13.0% of revenue, compared to $68.2 million for the three months ended September 30, 2020, or ~~11.7%~~12.4% of ~~revenue, compared to $93.0~~revenue. Same facility other operating expenses were $72.4 million for the three months ended September 30, ~~2019,~~2021, or ~~12.0%~~12.3% of ~~revenue. Same facility other operating expenses were $92.6~~revenue, compared to $66.7 million for the three months ended September 30, 2020, or ~~11.4% of revenue, compared to $89.7��million for the three months ended September 30, 2019, or 11.8%~~12.3% of revenue.

Other income. ~~Based on the additional guidance from HHS issued in September 2020 regarding the terms and conditions necessary to retain the PHSSE funds received by the Company,~~For the three months ended September 30, 2020, ~~reflects a reversal of~~we reversed the $18.1 million of other income recorded during the second quarter of 2020 related to $19.7 million received from the PHSSE Fund. During the fourth quarter of 2020, we recorded $32.8 million of other income in the consolidated statement of operations related to $34.9 million received from the PHSSE Fund from April through December 2020. Our recognition of this income was based on revised guidance in the Consolidated Appropriations Act, 2021 enacted in December 2020.

Depreciation and amortization. Depreciation and amortization expense was ~~$42.9~~$27.8 million for the three months ended September 30, 2021, or 4.7% of revenue, compared to $24.1 million for the three months ended September 30, 2020, or ~~5.1%~~4.4% of ~~revenue, compared to $40.6~~revenue.

Interest expense. Interest expense was $15.7 million for the three months ended September 30, ~~2019, or 5.2% of revenue.~~

~~Interest expense.~~ ~~Interest expense was $37.6~~2021 compared to $37.3 million for the three months ended September 30, ~~2020 compared to $46.6 million for the three months ended September 30, 2019.~~2020. The decrease in interest expense was primarily ~~a result of lower interest rates applicable~~due to ~~our variable rate debt.~~debt repayments in connection with the U.K. Sale.

Loss on ~~impairment.~~impairment ~~Loss on impairment was $20.2 million for~~. During the three months ended September 30, ~~2020 and represents~~2021, we recorded a $1.1 million non-cash ~~lease~~property impairment charge ~~of $16.4 million and a non-cash long-lived asset impairment charge of $3.8 million related to the decision to close certain U.K. elderly care facilities.~~for one facility in Louisiana resulting from hurricane damage.

Transaction-related expenses. Transaction-related expenses were ~~$8.5~~$3.0 million for both the three months ended September 30, ~~2020 compared to $5.8 million the three months ended September 30, 2019.~~2021 and 2020. Transaction-related expenses ~~primarily relate to~~represent termination, restructuring, ~~U.K. sale,~~ strategic review, ~~management transition~~acquisition and other similar ~~costs incurred in the respective periods, as summarized below (in thousands):~~costs.

Provision for income taxes. For the three months ended September 30, ~~2020,~~2021, the provision for income taxes was ~~$7.2~~$17.4 million, reflecting an effective tax rate of ~~16.0%~~20.4%, compared to ~~$6.8~~$9.2 million, reflecting an effective tax rate of ~~13.8%~~19.9%, for the three months ended September 30, ~~2019.~~2020. The increase in the effective tax rate for the three months ended September 30, ~~2020~~2021 was primarily attributable to the ~~September 20, 2019 taxable gain on~~disallowance of certain compensation-related deductions and the ~~foreign currency derivatives settlement in August 2019, which~~

~~allowed us to deduct more interest~~U.S. and ~~reduce a portion of a valuation allowance on deferred~~U.K. tax ~~assets. The three months ended September 30, 2020 benefits from the CARES Act related to net operating loss carrybacks were partially offset by a statutory rate increase~~legislation changes in the ~~U.K.~~2020 year.

As we continue to monitor ~~tax~~the implications of ~~the CARES Act and other state, federal and foreign stimulus and~~potential tax legislation in each of our jurisdictions, we may ~~make adjustments to~~adjust our estimates and record additional amounts for tax assets and liabilities. ~~Additionally, market disruption due to COVID-19 may affect the Company’s ability to realize our deferred tax assets.~~ Any adjustments to our tax assets and liabilities could materially impact our provision for income taxes and our effective tax rate in the periods in which they are made.

Nine months ended September 30, ~~2020~~2021 compared to the nine months ended September 30, ~~2019~~2020

Revenue. Revenue increased ~~$39.2~~$172.3 million, or ~~1.7%~~11.1%, to ~~$2.4 billion~~$1,720.9 million for the nine months ended September 30, ~~2020~~2021 from ~~$2.3 billion~~$1,548.7 million for the nine months ended September 30, 2019 resulting from same facility revenue growth of 1.9% and offset by $1.6 million decrease in the exchange rate between USD and GBP. During the nine months ended September 30, 2020, we generated $1.5 billion of revenue, or 65.4% of our total revenue, from our U.S. Facilities and $817.7 million of revenue, or 34.6% of our total revenue, from our U.K. Facilities. During the nine months ended September 30, 2019, we generated $1.5 billion of revenue, or 64.8% of our total revenue, from our U.S. Facilities and $820.1 million of revenue, or 35.2% of our total revenue, from our U.K. Facilities.

~~U.S. same~~2020. Same facility revenue increased ~~by $40.7~~$168.5 million, or ~~2.7%~~10.9%, for the nine months ended September 30, ~~2020~~2021 compared to the nine months ended September 30, ~~2019,~~2020, resulting from same facility growth in patient days of ~~2.2%~~4.8% and an increase in same facility revenue per day of ~~0.6%~~5.8%. ~~U.K.~~Consistent with same facility ~~revenue increased by $2.3~~growth in 2020, the growth in same facility patient days for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 resulted from the addition of beds to our existing facilities and ongoing demand for our services.

Salaries, wages and benefits. SWB expense was $922.7 million ~~or 0.3%,~~for the nine months ended September 30, 2021 compared to $852.9 million for the nine months ended September 30, 2020, ~~compared to the nine months ended September 30, 2019, resulting from a decline in same facility patient days of 1.9% offset by an increase in same facility revenue per day of 2.2%.~~

~~Salaries, wages and benefits.~~ ~~SWB expense was $1.3 billion for both the nine months ended September 30, 2020 and 2019,~~ an increase of ~~$30.0~~$69.8 million. SWB expense included ~~$16.3~~$25.0 million and ~~$14.3~~$16.3 million of equity-based compensation expense for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Excluding equity-based compensation expense, SWB expense was ~~$1.3 billion,~~$897.7 million, or ~~55.0%~~52.2% of revenue, for the nine months ended September 30, ~~2020,~~2021, compared to ~~$ 1.3 billion,~~$836.6 million, or ~~54.7%~~54.0% of revenue, for the nine months ended September 30, ~~2019.~~2020. Same facility SWB expense was ~~$1.2 billion~~$829.6 million for ~~both~~ the nine months ended September 30, ~~2020 and 2019,~~2021, or ~~52.2%~~48.6% of ~~revenue.~~

~~Professional fees.~~ ~~Professional fees were $183.3~~revenue, compared to $776.8 million for the nine months ended September 30, 2020, or ~~7.7%~~50.4% of ~~revenue, compared to $177.6~~revenue.

Professional fees. Professional fees were $101.9 million for the nine months ended September 30, ~~2019,~~2021, or ~~7.6%~~5.9% of ~~revenue. Same facility professional fees were $163.8~~revenue, compared to $91.0 million for the nine months ended September 30, 2020, or ~~7.2%~~5.9% of ~~revenue, compared to $158.0~~revenue. Same facility professional fees were $91.3 million for the nine months ended September 30, ~~2019,~~2021, or ~~7.0%~~5.3% of ~~revenue.~~

~~Supplies.~~ ~~Supplies expense was $93.3~~revenue, compared to $81.5 million, for the nine months ended September 30, 2020, or ~~3.9%~~5.3% of ~~revenue, compared to $91.7~~revenue.

Supplies. Supplies expense was $67.7 million for the nine months ended September 30, ~~2019,~~2021, or 3.9% of ~~revenue. Same facility supplies expense was $88.6~~revenue, compared to $65.0 million for the nine months ended September 30, 2020, or ~~3.9%~~4.2% of ~~revenue, compared to $87.1~~revenue. Same facility supplies expense was $66.8 million for the nine months ended September 30, ~~2019,~~2021, or 3.9% of revenue, compared to $64.6 million for the nine months ended September 30, 2020, or 4.2% of revenue.

Rents and leases. Rents and leases were ~~$62.8~~$28.7 million for the nine months ended September 30, 2021, or 1.7% of revenue, compared to $28.0 million for the nine months ended September 30, 2020, or ~~2.7%~~1.8% of ~~revenue compared to $60.9~~revenue. Same facility rents and leases were $25.7 million for the nine months ended September 30, ~~2019,~~2021, or ~~2.6%~~1.5% of ~~revenue. Same facility rents and leases were $51.3~~revenue, compared to $25.6 million for the nine months ended September 30, 2020, or ~~2.2% of revenue, compared to $49.5 million for the nine months ended September 30, 2019, or 2.2%~~1.7% of revenue.

Other operating expenses. Other operating expenses consisted primarily of purchased services, utilities, insurance, travel and repairs and maintenance expenses. Other operating expenses were ~~$288.2~~$222.3 million for the nine months ended September 30, 2021, or 12.9% of revenue, compared to $202.5 million for the nine months ended September 30, 2020, or ~~12.2%~~13.1% of ~~revenue, compared to $281.5~~revenue. Same facility other operating expenses were $211.1 million for the nine months ended September 30, ~~2019,~~2021, or ~~12.1%~~12.4% of ~~revenue. Same facility other operating expenses were $275.4~~revenue, compared to $198.9 million for the nine months ended September 30, 2020, or ~~12.0% of revenue, compared to $267.6 million for the nine months ended September 30, 2019, or 11.8%~~12.9% of revenue.

~~Depreciation and amortization.~~Other income. ~~Depreciation and amortization expense was $126.0 million for~~For the nine months ended September 30, 2020, ~~or 5.3%~~we reversed the $18.1 million of ~~revenue, compared to $122.3~~other income recorded during the second quarter of 2020 related $19.7 million ~~for~~received from the ~~nine months ended September 30, 2019, or 5.3%~~PHSSE Fund. During the fourth quarter of ~~revenue.~~2020, we recorded $32.8

~~Interest expense.~~ Interest expense was $119.1 million for the nine months ended September 30, 2020 compared to $143.4 million for the nine months ended September 30, 2019. The decrease in interest expense was primarily a result of lower interest rates applicable to our variable rate debt.

million of other income in the consolidated statement of operations related to $34.9 million received from the PHSSE Fund from April through December 2020. Our recognition of this income was based on revised guidance in the Consolidated Appropriations Act, 2021 enacted in December 2020.

Depreciation and amortization. Depreciation and amortization expense was $78.3 million for the nine months ended September 30, 2021, or 4.6% of revenue, compared to $70.3 million for the nine months ended September 30, 2020, or 4.5% of revenue.

Interest expense. Interest expense was $61.4 million for the nine months ended September 30, 2021 compared to $118.4 million for the nine months ended September 30, 2020. The decrease in interest expense was primarily due to debt repayments in connection with the U.K. Sale.

Debt extinguishment costs.Debt extinguishment costs were $24.7 million for the nine months ended September 30, 2021 and represented $6.3 million of cash charges and $18.4 million of non-cash charges in connection with the redemption of the 5.625% Senior Notes and 6.500% Senior Notes and the termination of the Prior Credit Facility. Debt extinguishment costs were $3.3 million for the nine months ended September 30, 2020 and represented $1.0 million of cash charges and $2.3 million of non-cash charges ~~recorded~~ in connection with the redemption of the 6.125% Senior Notes and ~~the~~ 5.125% Senior Notes.

Loss on impairment.Loss on impairment was ~~$20.2~~$24.3 million for the nine months ended September 30, ~~2020~~2021. During the three months ended June 30, 2021 we opened a 260-bed replacement facility in Pennsylvania and ~~represents~~recorded a non-cash ~~lease~~property impairment charge of ~~$16.4~~$23.2 million ~~and~~for the existing facility. Additionally, during the three months ended September 30, 2021, we recorded a $1.1 million non-cash ~~long-lived asset~~property impairment charge ~~of $3.8 million related to the decision to close certain U.K. elderly care facilities.~~for one facility in Louisiana resulting from hurricane damage.

Transaction-related expenses. Transaction-related expenses were ~~$17.3~~$9.3 million for the nine months ended September 30, ~~2020~~2021 compared to ~~$15.3~~$9.6 million for the nine months ended September 30, ~~2019.~~2020. Transaction-related expenses ~~primarily relate to~~represent termination, restructuring, ~~U.K. sale,~~ strategic review, ~~management transition~~acquisition and other similar ~~costs incurred in the respective periods, as summarized below (in thousands):~~costs.

Provision for income taxes. For the nine months ended September 30, ~~2020,~~2021, the provision for income taxes was ~~$21.2~~$42.9 million, reflecting an effective tax rate of ~~15.7%~~23.9%, compared to ~~$25.8~~$24.2 million, reflecting an effective tax rate of ~~17.6%~~22.4%, for the nine months ended September 30, ~~2019.~~2020. The ~~decrease~~increase in the effective tax rate for the ~~current year is~~nine months ended September 30, 2021 was primarily attributable to the disallowance of certain compensation-related deductions and the impact of U.S. and U.K. tax legislation changes in the Company’s valuation allowance related to a decrease in the deferred tax asset on carried forward interest that is deductible as a result of the CARES Act interest deductibility changes and technical corrections to tax depreciation methods for qualified improvement property that resulted in a net operating loss generated during 2019. This net operating loss, per the CARES Act, can be carried back at a 21% tax rate to recover taxes paid at a 35% tax rate.2020 year.

Our revenue is primarily derived from services rendered to patients for inpatient psychiatric and substance abuse care, outpatient psychiatric care and adolescent residential treatment. We receive payments from the following sources for services 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 CMS; ~~(iv) publicly funded sources in the U.K. (including the NHS, CCGs~~ and ~~local authorities in England, Scotland and Wales) and (v)~~(iv) individual patients and clients. We determine the transaction price based on established billing rates reduced by contractual adjustments provided to third-party payors, 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.

~~The following table presents revenue by payor type and as a percentage of revenue in our U.S. Facilities for the three and nine months ended September~~ 30 ~~2020 and 2019 (dollars in thousands):~~

The following table presents revenue by payor type and as a percentage of revenue ~~in our U.K. Facilities~~ for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 (dollars in thousands):

	Three Months Ended September 30,										Nine Months Ended September 30,										Three Months Ended September 30,										Nine Months Ended September 30,
	2020					2019					2020					2019					2021					2020					2021					2020
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
U.K. public funded sources	$	258,508		90.6	%	$	242,747		90.6	%	$	740,329		90.5	%	$	740,492		90.3	%
Commercial																					$	170,427		29.0	%	$	156,741		28.6	%	$	511,975		29.8	%	$	439,911		28.4	%
Medicare																						97,529		16.6	%		96,536		17.6	%		274,208		15.9	%		244,721		15.9	%
Medicaid																						288,092		49.0	%		261,341		47.7	%		845,128		49.1	%		767,075		49.4	%
Self-Pay		26,147		9.2	%		24,430		9.1	%		75,618		9.3	%		77,895		9.5	%		25,998		4.4	%		26,060		4.8	%		71,875		4.2	%		75,570		4.9	%
Other		688		0.2	%		691		0.3	%		1,825		0.2	%		1,687		0.2	%		5,513		1.0	%		7,283		1.3	%		17,728		1.0	%		21,376		1.4	%
Revenue	$	285,343		100.0	%	$	267,868		100.0	%	$	817,772		100.0	%	$	820,074		100.0	%	$	587,559		100.0	%	$	547,961		100.0	%	$	1,720,914		100.0	%	$	1,548,653		100.0	%

The following tables present a summary of our aging of accounts receivable at September 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

	Current			30-90			90-150			>150			Total			Current			30-90			90-150			>150			Total
Commercial		17.8	%		4.7	%		1.9	%		5.6	%		30.0	%		21.5	%		4.2	%		2.9	%		8.0	%		36.6	%
Medicare		10.6	%		1.2	%		0.6	%		1.2	%		13.6	%		11.0	%		2.3	%		0.9	%		2.0	%		16.2	%
Medicaid		24.7	%		3.1	%		2.1	%		8.5	%		38.4	%		29.3	%		3.1	%		2.0	%		5.7	%		40.1	%
U.K. public funded sources		8.1	%		0.9	%		0.2	%		0.3	%		9.5	%
Self-Pay		1.7	%		1.5	%		1.2	%		2.3	%		6.7	%		1.3	%		1.5	%		1.4	%		2.6	%		6.8	%
Other		0.9	%		0.3	%		0.2	%		0.4	%		1.8	%		0.1	%		0.1	%		0.0	%		0.1	%		0.3	%
Total		63.8	%		11.7	%		6.2	%		18.3	%		100.0	%		63.2	%		11.2	%		7.2	%		18.4	%		100.0	%

	Current			30-90			90-150			>150			Total			Current			30-90			90-150			>150			Total
Commercial		15.2	%		6.2	%		3.9	%		6.3	%		31.6	%		19.8	%		5.6	%		2.2	%		6.3	%		33.9	%
Medicare		10.3	%		1.4	%		0.4	%		0.9	%		13.0	%		12.0	%		1.2	%		0.6	%		1.5	%		15.3	%
Medicaid		23.3	%		5.9	%		3.4	%		6.8	%		39.4	%		27.4	%		4.7	%		2.7	%		8.6	%		43.4	%
U.K. public funded sources		6.3	%		1.6	%		0.0	%		0.0	%		7.9	%
Self-Pay		1.8	%		1.4	%		1.4	%		2.5	%		7.1	%		1.5	%		1.4	%		1.3	%		2.5	%		6.7	%
Other		0.6	%		0.2	%		0.1	%		0.1	%		1.0	%		0.0	%		0.3	%		0.1	%		0.3	%		0.7	%
Total		57.5	%		16.7	%		9.2	%		16.6	%		100.0	%		60.7	%		13.2	%		6.9	%		19.2	%		100.0	%

Cash provided by continuing operating activities for the nine months ended September 30, ~~2020~~2021 was ~~$472.2~~$276.4 million compared to ~~$213.5~~$366.4 million for the nine months ended September 30, ~~2019. The~~2020. Operating cash flows for the nine months ended September 30, 2021 included net government relief funds paid of approximately $12.1 million, which consisted of $19.4 million of payroll tax deferral payments and repayment of $16.9 million of Medicare advance payments offset by receipt of $24.2 million of PHSSE Fund payments. Operating cash flows for the nine months ended September 30, 2020 included government relief funds received of approximately $103.9 million, which consisted of Medicare advance payments of $45.2 million, $32.5 million of PHSSE Fund payments and payroll tax deferrals of $26.2 million. Operating cash flows were impacted by an increase in ~~operating~~earnings, a reduction in cash ~~flows primarily relates to positive working capital trends~~paid for interest and ~~benefits related to~~an increase in tax payments during the ~~CARES Act.~~nine months ended September 30, 2021. Days sales outstanding were 3744 days ~~for~~at September 30, ~~2020~~2021 compared to 4047 days at December 31, ~~2019.~~2020.

Cash ~~used in~~provided by continuing investing activities for the nine months ended September 30, ~~2020~~2021 was ~~$209.7~~$1,244.9 million compared to ~~$137.2~~cash used in continuing investing activities of $179.5 million for the nine months ended September 30, ~~2019.~~2020. Cash ~~used in~~provided by investing activities for the nine months ended September 30, ~~2020~~2021 primarily consisted of ~~$195.8~~$1,511.0 million of proceeds from U.K. Sale, $4.9 million of other and $1.8 million of proceeds from the sale of property and equipment offset by $84.8 million of settlement of foreign currency derivatives, $31.4 million of cash paid for purchase of finance lease and $156.6 million of cash paid for capital ~~expenditures, $5.6 million of cash paid for real estate and other of $10.7 million, offset by proceeds from sale of property and equipment of $2.5 million.~~expenditures. Cash paid for capital expenditures for the nine months ended September 30, ~~2020~~2021 consisted of ~~$59.2~~$31.0 million of routine capital expenditures and ~~$136.6~~$125.6 million of expansion capital expenditures. We define expansion capital expenditures as those that increase the capacity of our facilities or otherwise enhance revenue. Routine or maintenance capital expenditures were ~~2.5%~~1.8% of revenue for the nine months ended September 30, ~~2020.~~2021. Cash used in continuing investing activities for the nine months ended September 30, ~~2019~~2020 primarily consisted of ~~cash paid for acquisitions of $44.9 million, $202.7~~$168.8 million of cash paid for capital expenditures ~~$7.0 million of cash paid for real estate~~ and other of ~~$1.1 million offset by proceeds from sale of property and equipment of $13.5 million and $105.0 million for settlement of foreign currency derivatives.~~$10.7 million. Cash paid for capital expenditures for the nine months ended September 30, ~~2019~~2020 consisted of ~~$61.6~~$30.1 million of cash paid for routine capital expenditures and ~~$141.1~~$138.7 million of expansion capital expenditures.

Cash used in continuing financing activities for the nine months ended September 30, 2021 was $1,708.0 million compared to $46.3 million for the nine months ended September 30, 2020. Cash used in continuing financing activities for the nine months ended September 30, 2021 consisted of repayment of long-term debt of $2,227.9 million, principal payments on revolving credit facility of $330.0 million, payment of debt issuance costs of $8.0 million, principal payments on long-term debt of $5.3 million, distributions to noncontrolling interests of $0.9 million and other of $6.9 million offset by common stock withheld for minimum statutory taxes of $16.1 million, borrowings of long-term debt of $425.0 million and borrowings on revolving credit facility of $430.0 million. Cash used in continuing financing activities for the nine months ended September 30, 2020 ~~was $48.6 million compared $32.2 million for the nine months ended September 30, 2019. Cash used in financing activities for the nine months ended September 30, 2020~~primarily consisted of ~~repayment of long-term debt of $450.0 million,~~ principal payments of long-term debt of $31.9 million, repayment of long-term debt of $450.0 million, payment of debt issuance costs of $11.2 million, principal payments on revolving credit facility of $100.0 ~~million, payment of debt issuance costs of $11.2~~ million, common stock withheld for minimum statutory taxes of $1.3 million, $0.7 million of distributions to noncontrolling ~~interests of $0.7 million~~interest and other of ~~$3.5~~$1.3 million offset by borrowings ofon long-term debt of $450.0 million and borrowings on revolving credit facility of $100.0 million. Cash used in financing activities for the nine months ended September 30, 2019 primarily consisted of principal payments of long-term debt of $24.7 million, principal payments on revolving credit facility of $76.6 million, common stock withheld for minimum statutory taxes of $1.5 million and other of $5.9 million offset by borrowings on revolving credit facility of $76.6 million.

We had total available cash and cash equivalents of ~~$338.7~~$196.3 million and ~~$124.2~~$378.7 million at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, of which approximately ~~$66.7~~$18.0 million and ~~$23.2~~$17.0 million was held by our foreign subsidiaries, respectively. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S., and it is our current intention to permanently reinvest our foreign cash and cash equivalents outside of the U.S.

In the second quarter of 2020, we participated in certain relief programs offered through the CARES Act, including receipt of approximately $19.7 million relating to the initial portions of the PHSSE funds and approximately $45 million of payments from the CMS’ Accelerated and Advance Payment Program. In addition, we received a 2% increase in our facilities’ Medicare reimbursement rate as a result of the temporary suspension of Medicare sequestration provided for in the CARES Act. In August 2020, we received an additional $12.8 million in PHSSE funds.

We believe existing cash on hand, cash flows from operations, the availability under our revolving line of credit and cash from additional financing will be sufficient to meet our expected liquidity needs during the next 12 months.

We entered into a New Credit Facility on March 17, 2021. The New Credit Facility provides for a $600.0 million Revolving Facility and ~~Restated~~a $425.0 million Term Loan Facility with each maturing on March 17, 2026 unless extended in accordance with the terms of the New Credit Facility. The Revolving Facility further 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 Credit Facility and (ii) financed the redemption of all of our outstanding 5.625% Senior Notes.

We had $496.6 million of availability under the Revolving Facility and had standby letters of credit outstanding of $3.4 million related to security for the payment of claims required by our workers’ compensation insurance program at September 30, 2021.

During the nine months ended September 30, 2021, we repaid $60.0 million of the balance outstanding on the Revolving Facility.

The New Credit Facility requires quarterly term loan principal repayments for our Term Loan Facility of $2.7 million for December 31, 2021 to March 31, 2022, $5.3 million for June 30, 2022 to March 31, 2024, $8.0 million for June 30, 2024 to March 31, 2025, $10.6 million for June 30, 2025 to December 31, 2025, with the remaining principal balance of the Term Loan Facility due on the maturity date of March 17, 2026.

We have the ability to increase the amount of the Senior Facilities, which may take the form of increases to the Revolving Facility or the Term Loan Facility or the issuance of one or more Incremental Facilities, upon obtaining additional commitments from new or existing lenders and the satisfaction of customary conditions precedent for such Incremental Facilities. Such Incremental Facilities may not exceed the sum of (i) the greater of $480.0 million and an amount equal to 100% of our Consolidated EBITDA (as defined in the New Credit Facility) and its Restricted Subsidiaries (as defined in the New Credit Facility) (as determined for the four fiscal quarter period most recently ended for which financial statements are available), and (ii) additional amounts so long as, after giving effect thereto, the Consolidated Senior Secured Net Leverage Ratio (as defined in the New Credit Facility) does not exceed 3.5 to 1.0.

Subject to certain exceptions, substantially all of our existing and subsequently acquired or organized direct or indirect wholly-owned U.S. subsidiaries are required to guarantee the repayment of its obligations under the New Credit Facility. Borrowings under the Senior Facilities bear interest at a floating rate, which will initially be, at our option, either (i) adjusted LIBOR plus 1.50% or (ii) an alternative base rate plus 0.50% (in each case, subject to adjustment based on the Company’s consolidated total net leverage ratio). An unused fee initially set at 0.20% per annum (subject to adjustment based on the Company’s consolidated total net leverage ratio) is payable quarterly in arrears based on the actual daily undrawn portion of the commitments in respect of the Revolving Facility.

The interest rates and the unused line fee on unused commitments related to the Senior Facilities are based upon the following pricing tiers:

The New Credit Facility contains customary representations and affirmative and negative covenants, including limitations on the Company’s and its subsidiaries’ ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay junior indebtedness and enter into affiliate transactions, in each case, subject to customary exceptions. In addition, the New Credit Facility contains financial covenants requiring the Company on a consolidated basis to maintain, as of the last day of any consecutive four fiscal quarter period, a consolidated total net leverage ratio of not more than 5.0 to 1.0 and an interest coverage ratio of at least 3.0 to 1.0. The New Credit Facility also includes events of default customary for facilities of this type and upon the occurrence of such events of default, among other things, all outstanding loans under the Senior Facilities may be accelerated and/or the lenders’ commitments terminated. At September 30, 2021, the Company was in compliance with such covenants.

We entered into the Senior Secured Credit Facility on April 1, 2011. On December 31, 2012, we entered into the ~~Amended and Restated~~Prior Credit ~~Agreement~~Facility which amended and restated the Senior Secured Credit Facility. We ~~have~~ amended the ~~Amended and Restated~~Prior Credit ~~Agreement~~Facility from time to time as described in our prior filings with the SEC.

On February 6, 2019, we entered into the Eleventh Amendment 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 our financial covenants.

On February 27, 2019, we entered into the Twelfth Amendment to the Amended and Restated Credit Agreement. The Twelfth Amendment, 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 April 21, 2020, we entered into the Thirteenth Amendment to the ~~Amended and Restated~~Prior Credit ~~Agreement.~~Facility. The Thirteenth Amendment amended the Consolidated Leverage Ratio in the ~~existing~~prior covenant to increase ~~the~~such leverage ratio for the rest of 2020.

~~We had $485.9 million~~On November 13, 2020, we entered into the Fourth Repricing Facilities Amendment to the Prior Credit Facility. The Fourth Repricing Facilities Amendment extended the maturity date of ~~availability under~~each of the prior revolving line of credit and the prior 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 million with an aggregate committed amount of approximately $459.0 million and ~~had standby letters~~(2) replaced the TLA Facility aggregate outstanding principal amount of ~~credit outstanding~~approximately $352.4 million with an aggregate principal amount of ~~$14.1 million related~~approximately $318.9 million. The interest rate margin applicable to ~~security for~~both facilities remained unchanged from the ~~payment of claims required by our workers’ compensation insurance program at September 30, 2020. In early April 2020, we borrowed $100.0 million on~~prior facilities, and the commitment fee applicable to the new revolving line of credit ~~to enhance our cash position in response to~~also remained unchanged from the ~~potential impact of COVID-19 on our future liquidity and subsequently repaid this amount in late May 2020. Borrowings under the~~prior revolving line of ~~credit are subject to customary conditions precedent to borrowing.~~

~~The Amended~~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 ~~Restated Credit Agreement requires quarterly term loan principal repayments~~deferred financing costs, which was recorded in debt extinguishment costs in the consolidated statement of ~~our TLA Facility of $7.1 million for~~operations at December 31, ~~2020, and $9.5 million for March 31,~~2020.

On January 5, 2021, ~~to September 30, 2021, with the remaining principal balance~~we made a voluntary payment of ~~the TLA Facility due on the maturity date of November 30, 2021. We are required to repay the Tranche B-3 Facility in equal quarterly installments of $1.2~~$105.0 million on the ~~last business day~~Tranche B-4 Facility. On January 19, 2021, we used a portion of ~~each March, June, September and December, with~~the net proceeds from the U.K. Sale to repay the outstanding ~~principal balance~~balances of ~~the Tranche B-3~~$311.7 million of its TLA Facility and $767.9 million of $447.3 million due on February 11, 2022. We are required to repay the Tranche B-4 Facility in equal quarterly installments of approximately $2.3 million on the last business day of each March, June, September and December, with the outstanding principal balance of theits Tranche B-4 Facility of ~~$854.4 million due on February 16, 2023.~~

~~Borrowings under~~ the ~~Amended and Restated~~Prior Credit ~~Agreement are guaranteed by each of our wholly-owned domestic subsidiaries (other than certain excluded subsidiaries) and are secured by a lien on substantially all~~Facility. At March 31, 2021, in connection with the termination of the ~~assets~~Prior Credit Facility, we recorded a debt extinguishment charge of $10.9 million, including the ~~Company~~write-off of discount and deferred financing costs, which was recorded in debt extinguishment costs in the condensed consolidated statement of operations.

On June 24, 2020, we issued $450.0 million of 5.500% Senior Notes due 2028. 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 on January 1, 2021.

~~such subsidiaries. Borrowings with respect to the TLA Facility~~5.000% Senior Notes due 2029

On October 14, 2020, we issued $475.0 million of 5.000% Senior Notes. The 5.000% Senior Notes mature on April 15, 2029 and ~~our revolving credit facility (collectively, “Pro Rata Facilities”) under the Amended and Restated Credit Agreement~~ bear interest at a rate ~~tied~~of 5.000% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021. We used the net proceeds of the 5.000% Senior Notes to ~~our Consolidated Leverage Ratio (defined as consolidated funded debt net of up to $50.0~~prepay approximately $453.3 million of ~~unrestricted~~the outstanding borrowings on our existing Tranche B-3 Facility and ~~unencumbered cash~~used the 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 costs of the Tranche B-3 Facility, which was recorded in debt extinguishment costs in the consolidated ~~EBITDA). The Applicable Rate~~statement of operations for the ~~Pro Rata Facilities was 2.50% for Eurodollar Rate Loans~~year ended December 31, 2020.

The indentures governing the Senior Notes contain covenants that, among other things, limit our ability and ~~1.50% for Base Rate Loans~~the ability of our restricted subsidiaries to: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) engage in certain transactions with affiliates; (v) create restrictions on dividends or other payments by the restricted subsidiaries; (vi) merge, consolidate or sell substantially all of our assets; and (vii) create liens on assets.

The Senior Notes issued by us are guaranteed by each of our subsidiaries that guaranteed our obligations under the New Credit Facility. The guarantees are full and unconditional and joint and several.

We may redeem the Senior Notes at ~~September 30, 2020. Eurodollar Rate Loans with respect to the Pro Rata Facilities bear interest~~our option, in whole or part, at the ~~Applicable Rate plus~~dates and amounts set forth in the ~~Eurodollar Rate (based upon~~indentures.

On February 11, 2015, we issued $375.0 million of 5.625% Senior Notes due 2023. On September 21, 2015, we issued $275.0 million of additional 5.625% Senior Notes. The additional notes formed a single class of debt securities with the ~~LIBOR Rate prior~~5.625% Senior Notes issued in February 2015. Giving effect to ~~commencement~~this issuance, we had outstanding an aggregate of ~~the interest rate period). Base Rate Loans with respect~~$650.0 million of 5.625% Senior Notes. The 5.625% Senior Notes were to ~~the Pro Rata Facilities~~mature on February 15, 2023 and bear interest at the Applicable Rate plus the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate and (iii) the Eurodollar Rate plus 1.0%. At September 30, 2020, the Pro Rata Facilities bore interest at a rate of ~~LIBOR plus 2.50%. In addition,~~5.625% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. On March 17, 2021, we ~~are required~~redeemed the 5.625% Senior Notes.

On February 16, 2016, we issued $390.0 million of 6.500% Senior Notes due 2024. The 6.500% Senior Notes were to ~~pay a commitment fee~~mature on ~~undrawn amounts under our revolving credit facility.~~

~~The interest rates~~March 1, 2024 and ~~the unused line fee on unused commitments related to the Pro Rata Facilities are based upon the following pricing tiers:~~

~~Borrowings with respect to the Tranche B-3 Facility~~ bear interest as follows: Eurodollar Rate loans bear interest at the Tranche B-3 Facility Applicable Rate (as defined below) plus the Eurodollar Rate (based upon the LIBOR Rate prior to commencement of the interest rate period). Base Rate Loans bear interest at the Tranche B-3 Facility Applicable Rate plus the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate and (iii) the Eurodollar Rate plus 1.0%. As used herein, the term “Tranche B-3 Facility Applicable Rate” means, with respect to Eurodollar Rate Loans, 2.50%, and with respect to Base Rate Loans, 1.50%. The Tranche B-4 Facility bears interest as follows: Eurodollar Rate Loans bear interest at the Tranche B-4 Facility Applicable Rate (as defined below) plus the Eurodollar Rate (based upon the LIBOR Rate prior to commencement of the interest rate period) and Base Rate Loans bear interest at the Tranche B-4 Facility Applicable Rate plus the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate and (iii) the Eurodollar Rate plus 1.0%. As used herein, the term “Tranche B-4 Facility Applicable Rate” means, with respect to Eurodollar Rate Loans, 2.50%, and with respect to Base Rate Loans, 1.50%. At September 30, 2020, the Tranche B-3 Facility and the Tranche B-4 Facility bore interest at a rate of ~~LIBOR plus 2.50%.~~6.500% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2016. On March 1, 2021, we redeemed the 6.500% Senior Notes.

~~The lenders who provided~~Redemption of 5.625% Senior Notes and 6.500% Senior Notes

On January 29, 2021, we issued conditional notices of full redemption providing for the ~~Tranche B-3 Facility~~redemption in full of $650 million of 5.625% Senior Notes and ~~Tranche B-4 Facility are not entitled~~$390 million of 6.500% Senior Notes to ~~benefit from our maintenance~~the holders of such notes.

On March 1, 2021, we satisfied and discharged the indentures governing the 6.500% Senior Notes. In connection with the redemption of the ~~financial covenants under~~6.500% Senior Notes, we recorded debt extinguishment costs of $10.5 million, including $6.3 million cash paid for breakage costs and the ~~Amended~~write-off of deferred financing costs of $4.2 million in the condensed consolidated statement of operations.

On March 17, 2021, the Company satisfied and ~~Restated Credit Agreement. Accordingly, if we fail to maintain~~discharged the ~~financial covenants, such failure shall not constitute an event of default under~~indentures governing the ~~Amended and Restated Credit Agreement~~5.625% Senior Notes. In connection with ~~respect to~~ the ~~Tranche B-3 Facility or Tranche B-4 Facility until and unless the Amended and Restated Senior Credit Facility is accelerated or the commitment~~redemption of the ~~lenders to make further loans is terminated.~~

~~The Amended~~5.625% Senior Notes, the Company recorded debt extinguishment costs of $3.3 million, including the write-off of deferred financing and ~~Restated Credit Agreement requires us and our subsidiaries to comply with customary affirmative, negative and financial covenants, including a fixed charge coverage ratio,~~premiums costs in the condensed consolidated ~~leverage ratio and consolidated senior secured leverage ratio. We may be required to pay all~~statement of our indebtedness immediately if we default on any of the numerous financial or other restrictive covenants contained in any of our material debt agreements. Set forth below is a brief description of such covenants, all of which are subject to customary exceptions, materiality thresholds and qualifications:

~~At September 30, 2020, we were in compliance with all of the above covenants.~~

On March 12, 2013, we issued $150.0 million of 6.125% Senior Notes due 2021. The 6.125% Senior Notes were to mature on March 15, 2021 and bear interest at a rate of 6.125% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. On June 24, 2020, we redeemed the 6.125% Senior Notes.

On July 1, 2014, we issued $300.0 million of 5.125% Senior Notes due 2022. The 5.125% Senior Notes were to mature on July 1, 2022 and bear interest at a rate of 5.125% per annum, payable semi-annually in arrears on January 1 and July 1 of each year. On June 24, 2020, we redeemed the 5.125% Senior Notes.

On June 10, 2020, we issued conditional notices of full redemption providing for the redemption in full of the 6.125% Senior Notes and 5.125% Senior Notes on Redemption Date, in each case at 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 the 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% 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 statement of operations for the year ended December 31, 2020.

During the nine months ended September 30, 2021, the Company repaid other long-term debt of $3.3 million, which is reflected in financing activities in the condensed consolidated ~~statements~~statement of ~~income.~~

On February 16, 2016, we issued $390.0 million of 6.500% Senior Notes due 2024. The 6.500% Senior Notes mature on March 1, 2024 and bear interest at a rate of 6.500% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2016.

The indentures governing the Senior Notes contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue

certain preferred stock; (iii) transfer or sell assets; (iv) engage in certain transactions with affiliates; (v) create restrictions on dividends or other payments by the restricted subsidiaries; (vi) merge, consolidate or sell substantially all of our assets; and (vii) create liens on assets.

The Senior Notes issued by us are guaranteed by each of our subsidiaries that guarantee our obligations under the Amended and Restated Senior Credit Facility. The guarantees are full and unconditional and joint and several.

~~We may redeem the Senior Notes at our option, in whole or part, at the dates and amounts set forth in the indentures.~~cash flows.

The following table presents a summary of contractual obligations at September 30, ~~2020 (dollars in~~2021 (in thousands):

	Payments Due by Period										Payments Due by Period
	Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years		Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years		Total
Long-term debt (a)	$	182,462	$	2,454,481	$	439,801	$	530,438	$	3,607,182	$	73,536	$	161,991	$	563,331	$	1,033,625	$	1,832,483
Operating lease liabilities (b)		61,898		108,685		95,746		636,039		902,368		25,771		41,162		27,941		52,511		147,385
Finance lease liabilities		37,310		6,265		2,629		24,272		70,476		990		1,980		2,170		23,183		28,323
Total obligations and commitments	$	281,670	$	2,569,431	$	538,176	$	1,190,749	$	4,580,026	$	100,297	$	205,133	$	593,442	$	1,109,319	$	2,008,191

~~At September 30, 2020, we had standby letters of credit outstanding of $14.1 million related to security for the payment of claims as required by our workers’ compensation insurance program.~~

Our goodwill and other indefinite-lived intangible assets, which consist of licenses and accreditations, trade names and certificates of need intangible assets that are not amortized, are evaluated for impairment annually during the fourth quarter or more frequently if events indicate the carrying value of a reporting unit may not be recoverable. ~~We have~~As of our most recent impairment test on October 1, 2020, we had two operating segments for segment reporting purposes, U.S. Facilities and facilities in the U.K. ~~Facilities,~~(“U.K. Facilities”), each of which ~~represents~~represented a reporting unit for purposes of ~~the Company’s~~our goodwill impairment test.

Our annual goodwill impairment and other indefinite-lived intangible assets test performed as of October 1, ~~2019~~2020 considered recent financial performance, including the impacts of COVID-19 on certain portions of the U.K. business. The 2020 impairment test of the U.K. Facilities indicated carrying value of the reporting unit exceeded the estimated fair value and resulted in noa non-cash loss on impairment ~~charges.~~of the remaining goodwill of the U.K. Facilities of $356.2 million. As of our ~~most recent~~ impairment test on October 1, ~~2019,~~2020, the fair value of our ~~U.S~~U.S. Facilities reporting unit substantially exceeded its carrying value, and therefore no impairment was recorded.

Due to the ~~fair value~~classification of ~~our U.K Facilities exceeded its carrying value by approximately 7%.~~

~~During late March 2020, results in our U.S. Facilities and~~the U.K. Facilities ~~were affected by COVID-19. Based on recent financial performance and current forecasts,~~in discontinued operations, we ~~believe it is more likely than not that the fair values of each of our~~have one operating segment, behavioral healthcare services, for segment reporting ~~units exceeds the carrying values of each~~purposes. The behavioral healthcare services operating segment represents one reporting ~~unit. Therefore, a quantitative~~unit for future goodwill impairment test was not required. We will continue to monitor our business, financial performance and forecasts for indicators of impairment. Continued disruptions to our business as a result of the COVID-19 pandemic could have a material adverse effect on our results of operations, financial condition, cash flows and ability to service our indebtedness and may affect the amounts reported in the consolidated financial statements including those related to the potential impairment of goodwill and long-lived assets.tests.

There have been no material changes in our critical accounting policies at September 30, ~~2020~~2021 from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

Our interest expense is sensitive to changes in market interest rates. Our long-term debt outstanding at September 30, ~~2020~~2021 was composed of ~~$1.5 billion~~$912.4 million of fixed-rate debt and ~~$1.6 billion~~$516.9 million of variable-rate debt with interest based on LIBOR plus an applicable margin. A hypothetical 10% increase in interest rates (which would equate to a ~~0.26%~~0.16% higher rate on our variable rate debt) would decrease our net income and cash flows by ~~$3.6~~$0.6 million on an annual basis based upon our borrowing level at September 30, ~~2020.~~2021.

The functional currency for our U.K. facilities is the British pound or GBP. Our revenue and earnings are sensitive to changes in the GBP to USD exchange rate from the translation of our earnings into USD at exchange rates that may fluctuate. Based upon the level of our U.K. operations relative to the Company as a whole, a hypothetical 10% change in the exchange rate (which would equate to an increase or decrease in the exchange rate of 0.13) would cause a change in our net income of $6.1 million on an annual basis.

In May 2016, we entered into multiple cross currency swap agreements with an aggregate notional amount of $650.0 million to manage foreign currency exchange risk by effectively converting a portion of our fixed-rate USD denominated senior notes, including the semi-annual interest payments thereunder, to fixed-rate, GBP-denominated debt of £449.3 million. In August 2019, we terminated our existing net investment cross currency swap derivatives of $105.0 million. Cash received from the termination of the cross currency swap derivatives is included in investing activities in the condensed consolidated statement of cash flows. The related gain from this termination is included in accumulated other comprehensive loss in accordance with ASC 815-30-40-1.

In August 2019, we also entered into multiple cross currency swap agreements with an aggregate notional amount of $650.0 million to manage foreign currency risk by effectively converting a portion of our fixed-rate USD-denominated senior notes, including the semi-annual interest payments thereunder, to fixed-rate GBP-denominated debt of £538.1 million. During the term of the swap agreements, we will receive semi-annual interest payments in USD from the counterparties at fixed interest rates, and we will make semi-annual interest payments in GBP to the counterparties at fixed interest rates. The interest payments under the cross-currency swap agreements result in £25.4 million of annual cash flows from our U.K. business being converted to $35.8 million. The cross currency swap agreements limit the impact of changes in the exchange rate on our cash flows and leverage.

As of the end of the period covered by this report, our management conducted an evaluation, with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the three months ended September 30, ~~2020~~2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

~~We are, from time~~Information with respect to time, subject to various claims, lawsuits, governmental investigations and regulatory actions, including claims for damages for personal injuries, medical malpractice, overpayments, breach of contract, securities law violations, tort and employment related claims. In these actions, plaintiffs request a variety of damages, including, in some instances, punitive and other types of damages that may not be covered by insurance. In addition, healthcare companies are subject to numerous investigations by various governmental agencies. Certain of our individual facilities have received, and from time to time, other facilities may receive, subpoenas, civil investigative demands, audit requests and other inquiries from, andthis item may be ~~subject to investigation by, federal~~found in Note 18 – Commitments and state agencies. These investigations can result in repayment obligations, and violations of the False Claims Act can result in substantial monetary penalties and fines, the imposition of a corporate integrity agreement and exclusion from participation in governmental health programs. In addition, the federal False Claims Act permits private parties to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions.

~~On April 1, 2019, a consolidated complaint was filed against the Company and certain former and current officers~~Contingencies in the ~~lawsuit styled~~ ~~St. Clair County Employees’ Retirement System v. Acadia Healthcare Company, Inc., et al., Case No. 3:19-cv-00988, which is pending in the United States District Court for the Middle District of Tennessee. The complaint purports~~accompanying notes to be brought on behalf of a class consisting of all persons (other than defendants) who purchased securities of the Company between April 30, 2014 and November 15, 2018, and alleges that defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. At this time, we are not able to quantify any potential liability in connection with this litigation because the case is in its early stages.

~~On February 21, 2019, a purported stockholder filed a related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled~~ ~~Davydov v. Joey A. Jacobs, et al.~~, Case No. 3:19-cv-00167, which is pending in the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Section 10(b) and 14(a) of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment. On May 23, 2019, a purported stockholder filed a second related derivative action on behalf of the Company against certain former and current officers and directors in the lawsuit styled ~~Beard v. Jacobs, et al.~~, Case No. 3:19-cv-0441, which is pending the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violations of Sections 10(b), 14(a), and 21D of the Exchange Act, breach of fiduciary duty, waste of corporate assets, unjust enrichment, and insider selling. On June 11, 2019, the ~~Davydov~~ ~~and~~ ~~Beard~~ ~~actions were~~our consolidated ~~and ordered stayed pending a ruling on the motion to dismiss that was filed in the~~ ~~St. Clair County v. Acadia Healthcare~~ case described above. On October 23, 2020, a purported stockholder filed a third related derivation action on behalf of the Company against former and current officers and directors in the lawsuit styled ~~Pfenning v. Jacobs, et al.,~~ which is pending in the Court of Chancery of the State of Delaware. The complaint alleges claims for breach of fiduciary duty. At this time, we are not able to quantify any potential liability in connection with this litigation because the cases are in their early stages.

~~On April 25, 2018, plaintiff filed~~ ~~Pence v. Sober Living By the Sea, Inc. - 30-2018-00988742-CU-OE-CXC, Orange County Superior Court (Pence I). On July 13, 2018, plaintiff next filed~~ ~~Pence v. Sober Living by the Sea, Inc.; Acadia Healthcare Company, Inc.~~ - 30-2018-01005317-CU-OE-CJC, Orange County Superior Court (Pence II). These cases have now been consolidated before the same judge in the Complex Litigation Department of the Orange County Superior Court. The complaints allege various wage and hour violations under California law on behalf of a putative class of all non-exempt California employees of Acadia and various subsidiaries, going back to April 25, 2014, and on behalf of purportedly aggrieved non-exempt employees under California’s Private Attorney General Act (“PAGA”). The claims include (1) failure to provide overtime wages; (2); failure to provide minimum wages; (3) failure to provide meal periods; (4) failure to provide rest periods; (5); failure to pay wages due at termination; (6) failure to provide accurate wage statements; (7) violations of California Business and Professions Code section 17200; and (8) civil penalties under California Labor Code section 2699 (PAGA). During the second quarter of 2020, we recorded approximately $4.0 million to transaction-related expenses in the consolidatedfinancial statements of ~~income based~~this Quarterly Report on ~~our expected settlement and legal fees.~~

In the fall of 2017, Office of Inspector General issued subpoenas to three of our facilities requesting certain documents from January 2013 to the date of the subpoenas. The U.S. Attorney’s Office for the Middle District of Florida issued a civil investigative demand to one of our facilities in December 2017 requesting certain documents from November 2012 to the date of the demand. In April 2019, the Office of Inspector General issued subpoenas relating to six additional facilities requesting certain documents andForm 10-Q, which information ~~from January 2013 to the date of the subpoenas. The government’s investigation of each of these facilities~~ is focused on claims not eligible for payment because of alleged violations of certain regulatory requirements relating to, among other things, medical necessity, admission eligibility, discharge decisions, length of stay and patient care issues. We are cooperating with the government’s investigation but are not able to quantify any potential liability in connection with these investigations.

In addition to the other information set forth in this report, an investor should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019. The Company has updated and supplemented certain risk factors previously disclosed in its periodic reports filed with the Securities and Exchange Commission as set forth below.~~2020. The risks described ~~herein and those~~ in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, are not the only risks facing the Company. Additional risks and uncertainties not currently known to management or that management currently deems immaterial also may materially, adversely affect the Company’s business, financial condition, operating results or cash flows.

The COVID-19 global pandemic is affecting our operations, business and financial condition, and our liquidity could be negatively impacted, particularly if the U.S. and U.K. economies remain unstable for a significant amount of time or if patient volumes decline at our facilities.

The global pandemic of COVID-19 is affecting our facilities, employees, patients, communities, business operations and financial performance, as well as the broader U.S. and U.K. economies and financial markets. During the second and third quarters of 2020, COVID-19 resulted in fewer referrals to our facilities and lower voluntary admissions as individuals are less inclined to leave their homes and seek treatment. When employees and/or patients at a facility are infected with COVID-19, there is a risk that the virus will spread to others at the facility and impact the operations of such facility. COVID-19 is continuing to evolve and its full impact remains unknown and difficult to predict; however, it has adversely affected our business operations in the second and third quarters of 2020 and could negatively impact our financial performance for the remainder of 2020 or longer.

We are also experiencing supply chain disruptions and could experience 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 shortages could lead to us paying higher prices for supplies, equipment and labor and an increase in overtime hours paid to our employees. We have experienced higher staffing costs in our U.K. Facilities as a result of COVID-19, especially during surges in positive COVID-19 cases in the U.K.

~~We may need to take additional steps to mitigate the financial impact of COVID-19, which actions could adversely affect our financial condition and results of operations, including:~~

Even after taking into account the actions described above intended to strengthen our financial condition and increase our financial flexibility, we could experience material decreases in Adjusted EBITDA during the fourth quarter of 2020 and for subsequent quarters.

Broad economic factors resulting from COVID-19, including high unemployment rates and reduced consumer spending, could also negatively affect our payor mix, increase the relative proportion of lower margin services we provide and reduce patient volumes, as well as diminish our ability to collect outstanding receivables. Business closings and layoffs in the areas in which we operate may lead to increases in the uninsured and underinsured populations and adversely affect demand for our services, as well as the ability of patients and other payors to pay for services as rendered. Any increase in the amount or deterioration in the collectability of patient accounts receivable will adversely affect our cash flows and results of operations, requiring an increased level of working capital. If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, our liquidity and ability to repay our outstanding debt may be adversely affected.

In addition, our results and financial condition may be further adversely affected by future federal or state laws, regulations, orders, or other governmental or regulatory actions addressing the current COVID-19 pandemic or the U.S. or U.K. healthcare systems, which, if adopted, could result in direct or indirect restrictions to our business. We may also be subject to negative press and/or lawsuits from patients, employees and others exposed to COVID-19 at our facilities. Such actions may involve large demands, as well as substantial costs to resolve. Our professional and general liability insurance may not cover all claims against us.

Furthermore, the COVID-19 pandemic has caused disruption in the financial markets and the businesses of financial institutions. These factors have caused a slowdown in the decision-making of these institutions, which may affect the timing on which we may obtain any additional funding. As a result, there can be no assurance that we will be able to access additional funds on terms acceptable to us, if at all.

As previously disclosed, after suspending our pursuit of a strategic transaction for the sale of our U.K. business because of the negative impact COVID-19 is having on the capital markets, we relaunched the sales process in October 2020. There can be no assurance, however, as to the timing, terms or viability of a potential sale of our U.K. business. In addition, we may not be able to pursue organic growth initiatives and/or acquisition and joint venture opportunities previously planned or expected for our business.

The foregoing and other continued disruptions to our business as a result of the COVID-19 pandemic have had and are likely to continue to have a material adverse effect on our business and could have a material adverse effect on our results of operations, financial condition, cash flows and our ability to service our indebtedness. Additionally, the COVID-19 pandemic (including governmental responses, broad economic impacts and market disruptions) has heightened the materiality of certain other risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2019.

There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other existing or future stimulus legislation, if any. There can be no assurance as to the total amount of financial assistance or types of assistance we will receive or that we will be able to comply with the applicable terms and conditions to retain such assistance.

The CARES Act is a $2 trillion economic stimulus package signed into law on March 27, 2020, in response to the COVID-19 pandemic. As part of the CARES Act, the U.S. government announced it would offer $100 billion of relief to eligible healthcare providers. On April 24, 2020, President Trump signed into law the New PPP Act. Among other things, the New PPP Act allocates $75 billion to eligible healthcare providers to help offset COVID-19 related losses and expenses. The $75 billion allocated under the New 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 funds distributed in April 2020. We received approximately $12.8 million of additional PHSSE funds in August 2020.

The CARES Act also makes other forms of financial assistance available to health care providers, including Medicare and Medicaid payments adjustments and an expansion of the CMS Accelerated and Advance Payment Program, which makes available advance payments of Medicare funds in order to increase cash flow to providers. Using existing authority and certain expanded authority under the CARES Act, HHS has 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 up to 100% of their Medicare payment amount for a three-month period.

On October 1, 2020, Congress amended the terms of the Accelerated and Advance Payment Program to extend the term of the loan and 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 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 outstanding 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, which we expect to repay over the 12 month period beginning April 2021.

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 December 31, 2020.

Due to the recent enactment of the CARES Act, the New PPP Act and other enacted legislation, there is still a high degree of uncertainty surrounding their implementation, and the COVID-19 pandemic continues to evolve. Some of the measures allowing for flexibility in delivery of care and various financial supports for health care providers are available only for the duration of the public health emergency (“PHE”), and it is unclear whether or for how long the PHE declaration will be extended. The current PHE determination expires January 21, 2021. The HHS Secretary may choose to renew the PHE declaration for successive 90-day periods for as long as the emergency continues to exist and may terminate the declaration whenever he determines that the PHE no longer exists. The federal government may consider additional stimulus and relief efforts, but we are unable to predict whether additional stimulus measures will be enacted or their impact. There can be no assurance as to the total amount of financial and other types of assistance we will receive under the CARES Act, New PPP Act or future legislation, if any, or whether we shall retain, return or repay any such assistance, and it is difficult to predict the impact of such legislation on our operations. Further, there can be no assurance that the terms and conditions of provider relief funding or other relief programs will not change or be interpreted in ways that affect our ability to comply with such terms and conditions in the future (which could affect our ability or willingness to retain assistance), the amount of total stimulus funding we will receive or our eligibility to participate in such stimulus funding. We are continuing to evaluate the terms and conditions and financial impact of funds received under the CARES Act and other government relief programs.

During the three months ended September 30, ~~2020,~~2021, the Company withheld shares of Company common stock to satisfy employee minimum statutory tax withholding obligations payable upon the vesting of restricted stock, as follows:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs		Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 – July 31		2,812	$	30.92		—		—
July – July 31										5,410	$	61.47		—		—
August 1 – August 31		739		29.96		—		—		1,494		61.98		—		—
September 1 – September 30		175		29.90		—		—		—		—		—		—
Total		3,726								6,904

** The XBRL related information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Large accelerated filer	☒		Accelerated filer	☐ Non-accelerated filer	☐
Smaller reporting company	☐		Emerging growth company	☐


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	ACHC	NASDAQ Global Select Market

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets (Unaudited)	1

	Condensed Consolidated Statements of ~~Income~~Operations (Unaudited)	2

	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ (Unaudited)	3

	Condensed Consolidated Statements of Equity (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2623

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4135

Item 4.	Controls and Procedures	4136

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	4237

Item 1A.	Risk Factors	4337

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4537

Item 6.	Exhibits	4638

SIGNATURES		4739

	September 30, 2021			December 31, 2020
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	196,313		$	378,697
Accounts receivable, net		282,161			273,551
Other current assets		88,685			61,332
Current assets held for sale		—			1,809,815
Total current assets		567,159			2,523,395
Property and equipment, net		1,665,025			1,622,896
Goodwill		2,103,503			2,105,264
Intangible assets, net		69,366			68,535
Deferred tax assets		3,112			3,209
Operating lease right-of-use assets		103,162			96,937
Other assets		83,400			79,126
Total assets	$	4,594,727		$	6,499,362

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	15,938		$	153,478
Accounts payable		85,924			87,815
Accrued salaries and benefits		124,164			124,912
Current portion of operating lease liabilities		20,062			18,916
Other accrued liabilities		157,204			178,453
Derivative instrument liabilities		—			84,584
Current liabilities held for sale		—			660,027
Total current liabilities		403,292			1,308,185
Long-term debt		1,413,407			2,968,948
Deferred tax liabilities		73,673			50,017
Operating lease liabilities		89,952			84,029
Other liabilities		117,883			133,412
Total liabilities		2,098,207			4,544,591
Redeemable noncontrolling interests		62,074			55,315
Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized, 0 shares issued		—			—
Common stock, $0.01 par value; 180,000,000 shares authorized; 89,006,713 and 88,024,395 issued and outstanding at September 30, 2021 and December 31, 2020, respectively		890			880
Additional paid-in capital		2,623,585			2,580,327
Accumulated other comprehensive loss		—			(371,365	)
Accumulated deficit		(190,029	)		(310,386	)
Total equity		2,434,446			1,899,456
Total liabilities and equity	$	4,594,727		$	6,499,362

	September 30, 2020			December 31, 2019
	(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	338,702		$	124,192
Accounts receivable, net		333,231			339,775
Other current assets		84,477			78,244
Total current assets		756,410			542,211
Property and equipment, net		3,253,720			3,224,034
Goodwill		2,460,722			2,449,131
Intangible assets, net		90,023			90,357
Deferred tax assets		3,242			3,339
Operating lease right-of-use assets		464,596			501,837
Other assets		76,432			68,233
Total assets	$	7,105,145		$	6,879,142

LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	50,858		$	43,679
Accounts payable		130,395			127,045
Accrued salaries and benefits		138,476			122,552
Current portion of operating lease liabilities		30,433			29,140
Other accrued liabilities		251,177			141,160
Total current liabilities		601,339			463,576
Long-term debt		3,067,243			3,105,420
Deferred tax liabilities		104,351			71,860
Operating lease liabilities		477,355			502,252
Derivative instrument liabilities		39,859			68,915
Other liabilities		153,812			128,587
Total liabilities		4,443,959			4,340,610
Redeemable noncontrolling interests		54,547			33,151
Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized, 0 shares issued		—			—
Common stock, $0.01 par value; 180,000,000 shares authorized; 87,919,601 and 87,715,591 issued and outstanding at September 30, 2020 and December 31, 2019, respectively		879			877
Additional paid-in capital		2,572,587			2,557,642
Accumulated other comprehensive loss		(440,113	)		(414,884	)
Retained earnings		473,286			361,746
Total equity		2,606,639			2,505,381
Total liabilities and equity	$	7,105,145		$	6,879,142

Cash and cash equivalents	$	75,051
Accounts receivable, net		52,196
Other current assets		13,361
Current assets of discontinued operations		140,608
Property and equipment, net		1,297,923
Goodwill		—
Intangible assets, net		22,289
Operating lease right-of-use assets		341,289
Other assets		7,706
Total assets of discontinued operations	$	1,809,815

Current liabilities:
Accounts payable	$	44,929
Current portion of operating lease liabilities		11,141
Other current liabilities		136,895
Current liabilities of discontinued operations		192,965
Operating lease liabilities		387,607
Deferred tax liabilities		57,230
Other liabilities		22,225
Total liabilities of discontinued operations	$	660,027

Balance at December 31, 2019	$	1,896
Payments received		50,087
Revenue recognized		(4,593	)
Balance at September 30, 2020	$	47,390

Balance at December 31, 2019	$	36,579
Payments received		124,691
Revenue recognized		(129,790	)
Foreign currency translation loss		(850	)
Balance at September 30, 2020	$	30,630

Balance at December 31, 2020	$	47,196
Payments received		5,385
Revenue recognized		(2,724	)
Medicare advance repayments		(16,931	)
Balance at September 30, 2021	$	32,926

	September 30, 2021		December 31, 2020
Prepaid expenses	$	28,664	$	19,480
Assets held for sale		17,566		—
Workers’ compensation deposits – current portion		12,000		12,000
Other receivables		8,530		10,025
Income taxes receivable		7,952		897
Insurance receivable – current portion		6,792		6,792
Inventory		4,322		4,851
Cost report receivable		—		5,818
Other		2,859		1,469
Other current assets	$	88,685	$	61,332

	September 30, 2021		December 31, 2020
Accrued expenses	$	38,386	$	28,452
Contract liabilities		32,926		35,946
Government relief funds		28,310		5,495
Accrued interest		17,158		40,479
Income taxes payable		9,921		16,345
Insurance liability – current portion		9,700		9,700
Accrued property taxes		9,054		6,763
Cost report payable		4,210		—
Finance lease liabilities		990		32,188
Other		6,549		3,085
Other accrued liabilities	$	157,204	$	178,453

Right-of-Use Assets	Balance Sheet Classification	September 30, 2020		December 31, 2019
Finance lease right-of-use assets	Property and equipment, net	$	43,663	$	44,370
Operating lease right-of-use assets	Operating lease right-of-use assets		464,596		501,837
Total		$	508,259	$	546,207

Lease Liabilities	Balance Sheet Classification	September 30, 2020		December 31, 2019
Current:
Finance lease liabilities	Other accrued liabilities	$	35,319	$	6,819
Operating lease liabilities	Current portion of operating lease liabilities		30,433		29,140
Noncurrent:
Finance lease liabilities	Other liabilities		14,704		43,662
Operating lease liabilities	Operating lease liabilities		477,355		502,252
Total		$	557,811	$	581,873

	September 30, 2021			December 31, 2020
New Credit Facility:
Term Loan A	$	419,687		$	—
Revolving Line of Credit		100,000			—
Prior Credit Facility:
Senior Secured Term A Loan		—			311,733
Senior Secured Term B Loans		—			872,870
Senior Secured Revolving Line of Credit		—			—
5.625% Senior Notes due 2023		—			650,000
6.500% Senior Notes due 2024		—			390,000
5.500% Senior Notes due 2028		450,000			450,000
5.000% Senior Notes due 2029		475,000			475,000
Other long-term debt		—			3,625
Less: unamortized debt issuance costs, discount and premium		(15,342	)		(30,802	)
		1,429,345			3,122,426
Less: current portion		(15,938	)		(153,478	)
Long-term debt	$	1,413,407		$	2,968,948

	September 30, 2020			December 31, 2019
Weighted-average remaining lease term (in years):
Finance	6.3			6.9
Operating		18.7		19.4

Weighted-average discount rate:
Finance		6.4	%		6.4	%
Operating		6.3	%		6.3	%

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Finance lease costs:
Depreciation of leased assets		1,151		1,036		3,336		3,295
Interest of lease liabilities		995		977		2,977		2,973
Total finance lease costs	$	2,146	$	2,013	$	6,313	$	6,268

Operating lease costs		16,616		15,873		49,436		48,639
Variable lease costs		1,311		1,229		4,181		3,159
Short term lease costs		1,407		1,378		3,725		4,308
Other lease costs		1,848		1,654		5,491		4,754
Total rents and leases	$	21,182	$	20,134	$	62,833	$	60,860

Total lease costs	$	23,328	$	22,147	$	69,146	$	67,128

	Finance Leases		Operating Leases
For the three months ending December 31, 2020	$	1,963	$	15,765
2021		36,384		60,732
2022		3,481		55,565
2023		2,218		50,870
2024		1,340		48,471
Thereafter		25,090		670,965
Total minimum lease payments		70,476		902,368
Less: amount of lease payments representing interest		20,453		394,580
Present value of future minimum lease payments		50,023		507,788
Less: Current portion of lease liabilities		35,319		30,433
Noncurrent lease liabilities	$	14,704	$	477,355

Balance at December 31, 2020	$	55,315
Contribution of redeemable noncontrolling interests		3,999
Net income attributable to noncontrolling interests		3,686
Dividend payments to noncontrolling interests		(926	)
Balance at September 30, 2021	$	62,074

	Foreign Currency Translation Adjustments			Change in Fair Value of Derivative Instruments			Pension Plan			Total
Balance at December 31, 2020	$	(373,101	)	$	13,686		$	(11,950	)	$	(371,365	)
Foreign currency translation (loss) gain		(4,293	)		—			33			(4,260	)
Gain on derivative instruments, net of tax of $0.1 million		—			19			—			19
U.K. Sale		377,394			(13,705	)		11,917			375,606
Balance at September 30, 2021	$	—		$	—		$	—		$	—

	Number of Shares			Weighted Average Grant-Date Fair Value
Unvested at January 1, 2019		805,057		$	42.40
Granted		700,937			28.77
Cancelled		(389,684	)		33.50
Vested		(311,174	)		44.23
Unvested at December 31, 2019		805,136		$	34.14
Granted		601,519			25.40
Cancelled		(103,958	)		34.93
Vested		(235,437	)		37.02
Unvested at September 30, 2020		1,067,260		$	28.50

	U.S. Facilities			U.K. Facilities			Corporate and Other		Consolidated
Goodwill:
Balance at January 1, 2020
Goodwill	$	2,085,104		$	689,902		$	—	$	2,775,006
Accumulated impairment loss		—			(325,875	)		—		(325,875	)
Net goodwill at January 1, 2020		2,085,104			364,027			—		2,449,131
Increase from contribution of redeemable noncontrolling interests		20,300			—			—		20,300
Prior period purchase price adjustments		(40	)		—			—		(40	)
Foreign currency translation loss		—			(8,669	)		—		(8,669	)
Balance at September 30, 2020
Goodwill		2,105,364			681,233			—		2,786,597
Accumulated impairment loss		—			(325,875	)		—		(325,875	)
Net goodwill at September 30, 2020	$	2,105,364		$	355,358		$	—	$	2,460,722

	September 30, 2020		December 31, 2019
Assets (2):
U.S. Facilities	$	4,166,001	$	4,037,968
U.K. Facilities		2,521,294		2,610,357
Corporate and Other		417,850		230,817
	$	7,105,145	$	6,879,142

	Three Months Ended	Nine Months Ended
U.K. Same Facility Results (a,c)
Revenue growth	2.7%	0.3%
Patient days growth	-0.1%	-1.9%
Admissions growth	5.1%	-7.9%
Average length of stay change (b)	-5.0%	6.6%
Revenue per patient day growth	2.8%	2.2%
EBITDA margin change (d)	50 bps	-140 bps

Pricing Tier	Consolidated Total Net Leverage Ratio	Eurodollar Rate Loans and Letter of Credit Fees			Base Rate and Swing Line Loans			Commitment Fee
1	≥ 4.50:1.0		2.250	%		1.250	%		0.350	%
2	<4.50:1.0 but ≥ 3.75:1.0		2.000	%		1.000	%		0.300	%
3	<3.75:1.0 but ≥ 3.00:1.0		1.750	%		0.750	%		0.250	%
4	<3.00:1.0 but ≥ 2.25:1.0		1.500	%		0.500	%		0.200	%
5	<2.25:1.0		1.375	%		0.375	%		0.200	%

Pricing Tier	Consolidated Leverage Ratio	Eurodollar Rate Loans			Base Rate Loans			Commitment Fee
1	< 3.50:1.0		1.50	%		0.50	%		0.20	%
2	>3.50:1.0 but < 4.00:1.0		1.75	%		0.75	%		0.25	%
3	>4.00:1.0 but < 4.50:1.0		2.00	%		1.00	%		0.30	%
4	>4.50:1.0 but < 5.25:1.0		2.25	%		1.25	%		0.35	%
5	>5.25:1.0		2.50	%		1.50	%		0.40	%

	~~March 31~~	~~June 30~~	~~September 30~~	~~December 31~~
~~2020~~	~~5.75x~~	~~6.50x~~	~~6.50x~~	~~6.25x~~
~~2021~~	~~5.25x~~	~~5.25x~~	~~5.00x~~	~~5.00x~~

Exhibit No.		Exhibit Description

3.1		Amended and Restated Certificate of Incorporation, as amended. (1)

3.2		Amended and Restated Bylaws of the Company, as amended. (1)
~~4.1~~		~~Indenture, dated October 14, 2020, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as Trustee. (2)~~

~~4.2~~		~~Form of 5.000% Senior Note due 2029 (included as Exhibit A1 in Exhibit 4.1).~~

22*22		List of Subsidiary Guarantors and Issuers of Guaranteed ~~Securities~~Securities..(2)

31.1*		Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002..

32*		Certification of Chief Executive Officer and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~200.2.

101.INS**		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

101.SCH**		Inline XBRL Taxonomy Extension Schema Document.

101.CAL**		Inline XBRL Taxonomy Calculation Linkbase Document.

101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB**		Inline XBRL Taxonomy Label Linkbase Document.

101.PRE**		Inline XBRL Taxonomy Presentation Linkbase Document.

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2020,~~2021, has been formatted in Inline XBRL.

Acadia Healthcare Company, Inc.

By:		/s/ David M. Duckworth
		David M. Duckworth
		Chief Financial Officer