February 18, 2025

VIA EDGAR

Tayyaba Shafique

Tracey Houser

Division of Corporation Finance

Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Acadia Healthcare Company, Inc.

Form 8-K Filed February 27, 2024

Response dated January 21, 2025

File No. 001-35331

Ladies and Gentlemen:

This letter sets forth the response of Acadia Healthcare Company, Inc. (the “Company”) to the comment of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter, dated February 12, 2025, with respect to the Company’s Form 8-K, filed on February 27, 2024 (File No. 001-35331).

For your convenience, the above referenced comment of the Staff is reprinted in bold, italicized text below, followed by the Company’s response thereto.

Tayyaba Shafique

Tracey Houser

U.S. Securities & Exchange Commission

February 18, 2025

Page 2

Form 8-K Filed February 27, 2024

Exhibit 99

1. We note the draft disclosures you provided in response to comment 2. Please expand these disclosures to provide a more fulsome discussion of your Same Facility Results and Facility Results to address the following:

• Clearly explain the purpose and what you are trying to convey for each presentation.

• Discuss the limitations of these presentations, especially as it relates to Adjusted EBITDA; an explanation about how you address these limitations; and a statement that the presentations should not be used to evaluate your performance as a whole.

• For the adjustments to arrive at Same Facility Adjusted EBITDA and Facility Adjusted EBITDA, provide a more robust discussion of the nature of the specific costs being excluded and how you determined these costs.

RESPONSE:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has modified the draft presentation previously provided in Annex C to the Company’s response to the Staff’s letter, dated December 20, 2024 (such response, the “Prior Response Letter”), as reflected in Annex C hereto, to provide further discussion of the Company’s presentation of facility and same facility results. Further, the Company has modified the draft presentation previously provided in Annex A to the Prior Response Letter, as reflected in Annex A hereto, to add additional disclosure relating to the facility and same facility results, and the Company has modified the draft presentation previously provided in Annex B to the Prior Response Letter, as reflected in Annex B hereto, to update one line item and certain footnote references.

Additionally, the Company advises the Staff that, beginning with its next earnings release, which will be for the fiscal year ending December 31, 2024, it will modify the note beneath the “Highlights” section on the first page of its earnings release, and such note will be presented similarly to the below, as applicable (additions italicized and deletions indicated with strikethrough):

Adjusted income attributable to Acadia, and Adjusted EBITDA and Same Facility Adjusted EBITDA are non-GAAP financial measures. A reconciliation of all non-GAAP financial measures in this press release begins on page [X].

* * * *

Tayyaba Shafique

Tracey Houser

U.S. Securities & Exchange Commission

February 18, 2025

Page 3

Please contact Matthew Pacey of Kirkland & Ellis LLP at (713) 836-3786 or Heather Dixon of the Company at (615) 861-6000 with any questions or further comments regarding the responses to the Staff’s comment.

Very truly yours,
ACADIA HEALTHCARE COMPANY, INC.
/s/ Heather Dixon
Name:	Heather Dixon
Title:	Chief Financial Officer

cc: Christopher H. Hunter, Acadia Healthcare Company, Inc.

Brian Farley, Acadia Healthcare Company, Inc.

Matthew R. Pacey, P.C., Kirkland & Ellis LLP

Ieuan A. List, Kirkland & Ellis LLP

ANNEX A

(Responsive additions italicized and responsive deletions indicated with strikethrough)

Acadia Healthcare Company, Inc.

Operating Statistics (1)

(Unaudited, Revenue $ in thousands except per Patient Day metrics)

	Three Months Ended September 30,							Nine Months Ended September 30,
	2024		2023		% Change			2024		2023		% Change
Same Facility Results (1) (2)
Revenue	$	802,555	$	739,335		8.6	%	$	2,334,956	$	2,148,408		8.7	%
Patient Days		800,880		764,703		4.7	%		2,332,369		2,260,513		3.2	%
Admissions		50,368		49,397		2.0	%		147,617		147,130		0.3	%
Average Length of Stay (2) (3)		15.9		15.5		2.7	%		15.8		15.4		2.8	%
Revenue per Patient Day	$	1,002	$	967		3.6	%	$	1,001	$	950		5.3	%
Adjusted EBITDA	$	238,578	$	216,971		10.0	%	$	684,849	$	619,158		10.6	%
Adjusted EBITDA excluding income from provider relief fund (4)	$	238,578	$	212,529		12.3	%	$	684,849	$	614,716		11.4	%
Total Facility Results
Revenue	$	815,634	$	750,334		8.7	%	$	2,379,725	$	2,185,938		8.9	%
Patient Days		815,126		779,296		4.6	%		2,375,477		2,306,109		3.0	%
Admissions		51,513		50,302		2.4	%		151,082		150,237		0.6	%
Average Length of Stay (2) (3)		15.8		15.5		2.1	%		15.7		15.3		2.4	%
Revenue per Patient Day	$	1,001	$	963		3.9	%	$	1,002	$	948		5.7	%
Adjusted EBITDA	$	230,091	$	215,053		7.0	%	$	665,052	$	611,163		8.8	%
Adjusted EBITDA excluding income from provider relief fund (4)	$	230,091	$	210,611		9.2	%	$	665,052	$	606,721		9.6	%

(1) Total facility and same facility results may not be indicative of the overall performance of our business and should not be considered as alternatives for net income or any other performance measures in accordance with GAAP (as defined herein).

(1) (2) Same facility results for the periods presented include facilities we have operated for more than one year and exclude certain closed services.

(2) (3) Average length of stay is defined as patient days divided by admissions.

(4) For each of the three and nine months ended September 30, 2023, includes income from provider relief fund of $4.4 million.

ANNEX B

(Responsive additions italicized and responsive deletions indicated with strikethrough)

Acadia Healthcare Company, Inc.

Reconciliation of Net Income Attributable to Acadia Healthcare Company, Inc. to Adjusted EBITDA, Same Facility Adjusted EBITDA and Same Facility Adjusted EBITDA excluding income from provider relief fund

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
	(in thousands)
Net income (loss) attributable to Acadia Healthcare Company, Inc.	$	68,132		$	(217,710	)	$	222,997		$	(79,396	)
Net income attributable to noncontrolling interests		3,236			2,185			7,958			3,978
Provision for (benefit from) income taxes		27,199			(71,873	)		72,916			(29,907	)
Interest expense, net		29,924			20,742			86,297			61,651
Depreciation and amortization		37,641			33,388			110,054			96,969
EBITDA		166,132			(233,268	)		500,222			53,295
Adjustments:
Equity-based compensation expense (a)		9,467			8,163			27,014			23,140
Transaction, legal and other costs (b)		8,249			11,247			17,187			26,792
Legal settlements expense (c)		—			394,181			—			394,181
Loss on impairment (d)		10,459			—			11,459			8,694
Adjusted EBITDA	$	194,307		$	180,323		$	555,882		$	506,102
Corporate and other general and administrative costs (e)		(35,784	)		(34,730	)		(109,170	)		(105,061	)
Total Facility Adjusted EBITDA		230,091			215,053			665,052			611,163
De novos, acquisitions, and closed facilities (e)(f)		(8,487	)		(1,918	)		(19,797	)		(7,995	)
Same Facility Adjusted EBITDA	$	238,578		$	216,971		$	684,849		$	619,158
Adjusted EBITDA	$	194,307		$	180,323		$	555,882		$	506,102
Income from provider relief fund		—			(4,442	)		—			(4,442	)
Adjusted EBITDA excluding income from provider relief fund	$	194,307		$	175,881		$	555,882		$	501,660
Corporate general and administrative costs (e)		(35,784	)		(34,730	)		(109,170	)		(105,061	)
Total Facility Adjusted EBITDA excluding income from provider relief fund		230,091			210,611			665,052			606,721
De novos, acquisitions, and closed facilities (e)(f)		(8,487	)		(1,918	)		(19,797	)		(7,995	)
Same Facility Adjusted EBITDA excluding income from provider relief fund	$	238,578		$	212,529		$	684,849		$	614,716

ANNEX C

(Responsive additions italicized and responsive deletions indicated with strikethrough)

Acadia Healthcare Company, Inc.

Footnotes

We have included certain financial measures in this press release, including those listed below, which are “non-GAAP financial measures” as defined under the rules and regulations promulgated by the SEC. These non-GAAP financial measures include, and are defined, as follows:

• EBITDA: net income attributable to Acadia Healthcare Company, Inc. adjusted for net income attributable to noncontrolling interests, provision for income taxes, net interest expense and depreciation and amortization.

• Adjusted EBITDA: EBITDA adjusted for equity-based compensation expense, transaction, legal and other costs, legal settlements expense and loss on impairment.

• Adjusted EBITDA excluding income from provider relief fund: Adjusted EBITDA adjusted for income from provider relief fund.

• Adjusted income before income taxes attributable to Acadia Healthcare Company, Inc.: net income attributable to Acadia Healthcare Company, Inc. adjusted for transaction, legal and other costs, legal settlements expense, loss on impairment and provision for income taxes.

• Adjusted income attributable to Acadia Healthcare Company, Inc.: Adjusted income before income taxes attributable to Acadia Healthcare Company, Inc. adjusted for the income tax effect of adjustments to income.

• Adjusted income attributable to Acadia Healthcare Company, Inc. excluding income from provider relief fund: Adjusted income attributable to Acadia Healthcare Company, Inc. adjusted for income from provider relief fund.

• Total facility adjusted EBITDA: Adjusted EBITDA adjusted for general and administrative costs related to our corporate functions. General and administrative costs directly related to the facilities are included in total facility results.

• Same facility adjusted EBITDA: Adjusted EBITDA for facilities and services to those facilities operated in both the current and prior year. These metrics exclude the operating results associated with facilities under operation for less than one year and facilities acquired, divested or removed from service during the current or prior year.

The non-GAAP financial measures presented herein are supplemental measures of our performance and are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The non-GAAP financial measures presented herein are not measures of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as measures of our liquidity. Our measurements of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies. We have included information concerning the non-GAAP financial measures in this press release because we believe that such information is used by certain investors as measures of a company’s historical performance. We believe these measures are frequently used by securities analysts,

investors and other interested parties in the evaluation of issuers of equity securities, many of which present similar non-GAAP financial measures when reporting their results. Because the non-GAAP financial measures are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, the non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures of other companies. Our presentation of these non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

Total facility results include operating results for all of our facilities and services but exclude general and administrative costs related to our corporate functions. Such costs related to our corporate functions include, amongst others, costs for accounting and finance, information systems, human resources, legal and operational and executive leadership. General and administrative costs directly related to the facilities are included in facility results. Such costs directly related to our facilities include, amongst others, labor at the facility level, insurance, including property, professional, legal and general liability insurance, hospital supplies, including medication, utilities and food service, and general maintenance costs for the facility. We determine which general and administrative costs to exclude and include in total facility results by ensuring those costs directly associated with facility operations are captured at the facility level for reporting. Note that total facility costs include those related to new facilities and the cost of closure and run-out costs related to facilities we have closed. We believe that providing results on a total facility basis is helpful to our investors as a measure of our financial and operating performance because it neutralizes the impact of corporate-level items that do not arise out of our core operations at our facilities.

Same facility results metrics include operating results only for facilities and services operated in both the current and prior year. These metrics exclude the operating results associated with facilities under operation for less than one year and facilities acquired during the current or prior year, as well as facilities divested or removed from service. We believe that providing results on a same facility basis is helpful to investors because it neutralizes the impact of new facilities that are in early stages of operation and facilities that we no longer operate, each of which may distort investors’ understanding of the Company’s underlying performance at our existing and continuing facilities. Further, we believe that providing same facility information is helpful to our investors as a measure of the financial and operating performance of our existing and continuing facilities on a comparable basis, and same facility results metrics provide investors with information useful in understanding underlying organic growth in existing such facilities. For these reasons, we believe that same facility results are particularly useful during periods of significant expansion or contraction.

Total facility results reflect adjustments that are intended to provide the specific presentation described above, and same facility results reflect adjustments that may be irregular in timing from period to period related to newly opened or acquired facilities or facilities that we no longer operate, and may omit certain results that investors may view as important. Total facility and same facility results may therefore not be indicative of the overall performance of our business and should be not be considered as alternatives for net income or any other performance measures derived in accordance with GAAP.

The Company is not able to provide a reconciliation of projected Adjusted EBITDA and adjusted earnings per diluted share, where provided, to expected results due to the unknown effect, timing and potential significance of transaction-related expenses and the tax effect of such expenses.

(a) Represents the equity-based compensation expense of Acadia. Equity-based compensation expense is excluded from Adjusted EBITDA because Acadia believes that the cost of equity awards granted to employees does not contribute to the earnings potentially available for distributions to its equity holders or reinvestment into its business.

(b) Represents transaction, legal and other costs incurred by Acadia primarily related to the following categories: (1) legal, accounting, and other acquisition-related costs; (2) management transition costs; and (3) termination and restructuring costs. Legal, accounting, and other acquisition-related costs include costs incurred for the development of new facilities ($1.8 million and $3.9 million for the three- and nine-month periods ended September 30, 2024, respectively, and $0.8 million and $2.3 million for the three- and nine-month periods ended September 30, 2023, respectively); direct costs associated with acquisitions ($1.0 million and $1.4 million for the three- and nine-month periods ended September 30, 2024, respectively, and $0.8 million and $0.8 million for the three- and nine-month periods ended September 30, 2023, respectively); and legal fees and settlement costs related to certain litigation, including government investigations ($3.2 million and $10.1 million for the three- and nine-month periods ended September 30, 2024, respectively, and $2.6 million and $3.7 million for the three- and nine-month periods ended September 30, 2023, respectively). Management transition costs include certain costs associated with the transition of the leadership team, including the design and implementation of the revised organizational structure. Management transition costs incurred with the transition of our Chief Executive Officer beginning in the first quarter of 2022 have concluded. Termination and restructuring costs include costs, net of gains, incurred related to the closure and disposition of certain facilities or contract amendments. The table below quantifies each of the components of transaction, legal and other costs for the periods presented. Such transaction, legal and other costs are excluded from Adjusted EBITDA because Acadia believes that the nature, size, and number of these costs can vary dramatically from period to period and between Acadia and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024			2023
	(In thousands)
Legal, accounting and other acquisition-related costs	$	6,041	$	4,196	$	15,365		$	6,761
Management transition costs		1,490		3,615		3,085			14,590
Termination and restructuring costs		718		3,436		(1,263	)		5,441
	$	8,249	$	11,247	$	17,187		$	26,792

(c) Represents legal settlements expense related to the Desert Hills litigation. Legal settlements expense related to the Desert Hills litigation is excluded from Adjusted EBITDA because Acadia believes that this expense is unrelated to Acadia’s day-to-day business operations and not indicative of Acadia’s ongoing operating results.

(d) Represents non-cash impairment charges related to the closure of certain facilities. Non-cash impairment charges related to the closure of certain facilities are excluded from Adjusted EBITDA because Acadia believes that these charges are unrelated to Acadia’s day-to-day business operations and not indicative of Acadia’s ongoing operating results.

(e) Represents general and administrative costs related to our corporate functions, including, amongst others, costs for accounting and finance, information systems, human resources, legal and operational and executive leadership. We determine which general and administrative costs to exclude and include in total facility results by ensuring those costs directly associated with facility operations are captured at the facility level for reporting. Corporate general and administrative costs are excluded to present Total Facility Adjusted EBITDA because we believe that providing results on a total facility basis is helpful to our investors as a measure of the financial and operating performance of our core operations at our facilities.

(f) Represents the portion of EBITDA for the periods presented attributable to de novos and acquired facilities in operation for less than one year and facilities closed during such period. De novos are newly developed facilities built by Acadia or with a joint venture partner. Such amounts are excluded from Adjusted EBITDA to present Same Facility Adjusted EBITDA because we believe providing same facility information is helpful to our investors as a measure of the financial and operating performance of our existing and continuing facilities on a comparable basis, and same facility results metrics provide investors with information useful in understanding underlying organic growth in existing such facilities.

(g) Represents the income tax effect of adjustments to income based on tax rates of 26.3% and 24.8% for the three months ended September 30, 2024 and 2023, respectively, and 24.5% and 25.0% for the nine months ended September 30, 2024 and 2023, respectively. We believe excluding the income tax effect of adjustments to income assists investors in understanding the tax provision associated with those adjustments and the effect on net income.

(h) For the three and nine months ended September 30, 2023, approximately 0.5 million and 0.8 million outstanding shares of restricted stock and shares of common stock issuable upon exercise of outstanding stock option awards, respectively, have been included in the calculation of weighted-average shares outstanding-diluted. These shares are excluded from the calculation of diluted earnings per share in the condensed consolidated statement of operations because the net loss for the three and nine months ended September 30, 2023 causes such securities to be anti-dilutive.