July 12, 2019

Daniel H. Walker
Chief Executive Officer and President
Pennant Group, Inc.
1675 East Riverside Drive
Suite 150
Eagle, Idaho 83616

       Re: Pennant Group, Inc.
           Amendment No. 1 to Registration Statement on Form 10-12B
           Filed July 3, 2019
           File No. 001-38900

Dear Mr. Walker:

       We have reviewed your filing and have the following comments. In some of
comments, we may ask you to provide us with information so we may better
understand your

       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

       After reviewing your response to these comments, we may have additional

Amendment 1 to Form 10-12B filed July 3, 2019

Unaudited Pro Forma Combined Financial Statements, page 88

1.    Regarding pro forma adjustment (1), it is unclear why the payment of
transaction fees and
      the dividend to the Ensign Group, Inc. does not result in a reduction in
the balance of the
      Net parent investment. Please revise your pro forma balance sheet and
clarify your
      disclosure in the accompanying footnotes.
2.    In light of the significance of the adjustment, please expand your
disclosure in Note 9 to
      describe your basis for determining the right-of-use (ROU) assets and
lease liability of
      approximately $39 million.

Management's Discussion and Analysis of Financial Condition and Results of
Trends, page 121
 Daniel H. Walker
Pennant Group, Inc.
July 12, 2019
Page 2

3.    In light of EBITDAR being a valuation measure, it is unclear why you
      discuss lower EBITDAR margins on page 123.
Adjusted EBITDAR, page 132

4.    We note, regarding the non-GAAP measure identified as adjusted EBITDAR,
      disclose that it is a commonly used measure to compare the enterprise
value of different
      companies in the healthcare industry. You further disclose it is "a
financial valuation
      measure" and it is "not displayed as a performance measure". It is
unclear why it is
      appropriate or useful to investors to present comparative valuation
measures. Especially
      in light of the fact that the Company is being spun-off from a larger
entity and historically
      did not exist on a stand alone basis. Please refer to Rule 100(b) of
Regulation G and Item
      10(e)(1)(i)(C) of Regulation S-K, and revise your disclosures
5.    We note your disclosure stating that Adjusted EBITDAR is a commonly used
measure to
      compare the enterprise value of different companies. However, it is
      how this measure on a segment basis may provide useful information to
investors. Please
      comply with Item 10(e)(1)(i)(C) of Regulation S-K or remove the
presentations of
      Adjusted EBITDAR and Adjusted pro forma EBITDAR for your Home Health and
      Hospice and Senior Living reporting segments.
Combined Non-GAAP Financial Measures
Non-GAAP reconciliations, page 138

6.    It appears you are reconciling a non-GAAP measure "Pro forma segment
income before
      provision for income taxes" to other non-GAAP measures in the
reconciliations on page
      139. Please note that a measure of segment profit/loss that is not in
conformity with ASC
      280 is considered a non-GAAP financial measure under Regulation G and
Item 10(e) of
      Regulation S-K. We refer you to Question 104.03 of the Non-GAAP Financial
      Compliance Disclosure and Interpretations. Please revise or advise us.
        You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
S. Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
comments on the financial statements and related matters. Please contact Greg
Attorney-Advisor, at (202) 551-3436 or Larry Spirgel, Assistant Director, at
(202) 551-3810
with any other questions.

FirstName LastNameDaniel H. Walker
                                                             Division of
Corporation Finance
Comapany NamePennant Group, Inc.
                                                             Office of
July 12, 2019 Page 2
cc:       Christian O. Nagler
FirstName LastName