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United States securities and exchange commission logo
September 25, 2020
David Duckworth
Chief Financial Officer
Acadia Healthcare Company, Inc.
6100 Tower Circle, Suite 1000
Franklin, TN 37067
Re: Acadia Healthcare
Company, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 28,
2020
File No. 001-35331
Dear Mr. Duckworth:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Item 7. Management s Discussion and Analysis of Financial Condition
and Results of
Operations
Results of Operations
Segments, page 49
1. We note that you
present changes in same facility operating data for the United Kingdom
segment excluding the
elderly care division. Please tell us and revise your future filings to
disclose the rationale
for excluding your elderly care division and quantify and disclose
the impact of excluding
it from your same facility results. Otherwise, to the extent your
elderly care division
did not have a meaningful impact on your same facility operating
data; please disclose
that fact in your filing.
David Duckworth
FirstName LastNameDavid Duckworth
Acadia Healthcare Company, Inc.
Comapany 25,
September NameAcadia
2020 Healthcare Company, Inc.
September
Page 2 25, 2020 Page 2
FirstName LastName
2. We note that while the United Kingdom same facility results saw
revenue growth, total
revenue and EBITDA margin for this segment decreased during the fiscal
year. Please tell
us and revise future filings to explain the additional factors that
contributed to these
decreases to provide a complete picture of the trends in your segments
results. Refer to
Item 303(A)(3)(ii) of Regulation S-K and Section III.B.3 of our
Release No. 33-8350.
Critical Accounting Policies
Goodwill and Indefinite-Lived Intangible Assets, page 60
3. We note that you recorded a $325.9 million goodwill impairment for the
United Kingdom
facilities during the year ended December 31, 2018. For each reporting
unit that is at risk
of failing step one of the goodwill impairment, please revise your
MD&A in future filings
to provide the percentage by which your fair value exceeded the
carrying value as of the
date of the most recent test and describe any potential events and/or
changes in
circumstances, such as the recent pandemic, that could reasonably be
expected to
negatively affect any key assumptions. If you have determined that the
estimated fair
value substantially exceeds the carrying value of your reporting
units, please disclose such
determination. Refer to Section V of SEC Release 33-8350.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Tara Harkins at (202) 551-3639 or Lynn Dicker, Senior
Accountant, at
(202) 551-3616 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences