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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

     
þ   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      for the quarterly period ended March 31, 2005 or
     
o   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      for the transition period from                      to                     

Commission file number 0-20488

PSYCHIATRIC SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)
     
DELAWARE   23-2491707
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

840 Crescent Centre Drive, Suite 460
Franklin, TN 37067

(Address of Principal Executive Offices, Including Zip Code)

(615) 312-5700
(Registrant’s Telephone Number, Including Area Code)

     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 þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

     As of May 5, 2005, 20,508,949 shares of the registrant’s common stock were outstanding.

 
 

 


PSYCHIATRIC SOLUTIONS, INC.

TABLE OF CONTENTS

         
       
       
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 EX-2.1 STOCK PURCHASE AGREEMENT 03/10/05
 EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
 EX-31.2 SECTION 302 CERIFICATION OF THE CAO
 EX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CAO

 


Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PSYCHIATRIC SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands except per share amounts)
                 
    March 31,     December 31,  
    2005     2004  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 14,500     $ 33,255  
Accounts receivable, less allowance for doubtful accounts of $10,581 and $10,639, respectively
    80,996       77,539  
Prepaids and other
    16,700       16,412  
 
           
Total current assets
    112,196       127,206  
Property and equipment, net of accumulated depreciation
    220,762       218,231  
Cost in excess of net assets acquired
    130,134       130,079  
Other assets
    21,377       22,330  
 
           
Total assets
  $ 484,469     $ 497,846  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 12,355     $ 10,529  
Salaries and benefits payable
    28,106       27,355  
Other accrued liabilities
    27,473       28,668  
Current portion of long-term debt
    478       20,764  
 
           
Total current liabilities
    68,412       87,316  
Long-term debt, less current portion
    153,483       153,572  
Deferred tax liability
    8,526       8,020  
Other liabilities
    5,465       4,423  
 
           
Total liabilities
    235,886       253,331  
Stockholders’ equity:
               
Common stock, $0.01 par value, 48,000 shares authorized;
20,508 and 20,468 issued and outstanding, respectively
    205       205  
Additional paid-in capital
    228,784       228,044  
Accumulated earnings
    19,594       16,266  
 
           
Total stockholders’ equity
    248,583       244,515  
 
           
Total liabilities and stockholders’ equity
  $ 484,469     $ 497,846  
 
           

See notes to condensed consolidated financial statements

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PSYCHIATRIC SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands except for per share amounts)
                 
    Three Months Ended March 31,  
    2005     2004  
Revenue
  $ 138,730     $ 103,430  
 
               
Salaries, wages and employee benefits
    76,367       55,707  
Professional fees
    14,256       11,691  
Supplies
    8,584       6,580  
Rentals and leases
    2,340       1,767  
Other operating expenses
    15,645       12,516  
Provision for doubtful accounts
    2,668       2,027  
Depreciation and amortization
    2,902       2,107  
Interest expense
    3,523       4,456  
Loss on refinancing long-term debt
    6,990       6,407  
 
           
 
    133,275       103,258  
 
               
Income from continuing operations before income taxes
    5,455       172  
Provision for income taxes
    2,127       65  
 
           
Income from continuing operations
    3,328       107  
Loss from discontinued operations, net of income tax benefit of $88 for 2004
          (144 )
 
           
Net income (loss)
    3,328       (37 )
Accrued preferred stock dividends
          323  
 
           
Net income (loss) available to common stockholders
  $ 3,328     $ (360 )
 
           
 
               
Basic earnings per share:
               
Income (loss) from continuing operations
  $ 0.16     $ (0.02 )
Loss from discontinued operations
          (0.01 )
 
           
 
  $ 0.16     $ (0.03 )
 
           
 
               
Diluted earnings per share:
               
Income (loss) from continuing operations
  $ 0.16     $ (0.02 )
Loss from discontinued operations
          (0.01 )
 
           
 
  $ 0.16     $ (0.03 )
 
           
 
               
Shares used in computing per share amounts:
               
Basic
    20,482       11,958  
Diluted
    21,173       11,958  

See notes to condensed consolidated financial statements

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PSYCHIATRIC SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
                 
    Three Months Ended March 31,  
    2005     2004  
Operating Activities:
               
Net income (loss)
  $ 3,328     $ (37 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Loss from discontinued operations, net of taxes
          144  
Depreciation and amortization
    2,902       2,107  
Provision for doubtful accounts
    2,668       2,027  
Amortization of loan costs
    174       199  
Loss on refinancing long-term debt
    6,990       6,407  
Change in income tax assets and liabilities
    (3,169 )     (187 )
Changes in operating assets and liabilities:
               
Accounts receivable
    (6,125 )     (3,497 )
Prepaids and other assets
    (728 )     1,987  
Accounts payable
    1,826       (2,249 )
Salaries and benefits payable
    1,450       2,454  
Accrued liabilities and other liabilities
    4,022       5,366  
 
           
Net cash provided by operating activities
    13,338       14,721  
 
               
Investing activities:
               
Acquisitions, net of cash acquired
    (500 )     (33,211 )
Capital purchases of property and equipment
    (5,255 )     (3,055 )
Investment in equity method investee
    (840 )      
Other
    (482 )     (1,264 )
 
           
Net cash used in investing activities
    (7,077 )     (37,530 )
 
               
Financing activities:
               
Net principal (payments) borrowings on long-term debt
    (20,375 )     16,856  
Refinancing of long-term debt
    (5,316 )     (3,844 )
Payment of loan and issuance costs
    (129 )     (987 )
Proceeds from issuance of common stock
    804       104  
 
           
Net cash (used in) provided by financing activities
    (25,016 )     12,129  
 
           
Net decrease in cash
    (18,755 )     (10,680 )
Cash at beginning of the period
    33,255       44,954  
 
           
Cash at end of the period
  $ 14,500     $ 34,274  
 
           
 
               
Significant Non-cash Transactions:
               
Loss on refinancing long-term debt
  $ 1,674     $ 2,563  
 
           
 
               
Effect of Acquisitions:
               
Assets acquired, net of cash acquired
  $     $ 31,682  
Cash payment for prior-year acquisition
    500       3,350  
Liabilities assumed
          (1,821 )
 
           
Acquisitions, net of cash acquired
  $ 500     $ 33,211  
 
           

See notes to condensed consolidated financial statements

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PSYCHIATRIC SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

1. Recent Developments

On March 10, 2005, we entered into a Stock Purchase Agreement with Ardent Health Services LLC, a Delaware limited liability company (“Seller”), and Ardent Health Services, Inc., a Delaware corporation and wholly-owned subsidiary of Seller (“AHS”), pursuant to which we will acquire all of the outstanding capital stock of AHS for approximately $560 million. The purchase price will be paid $500 million in cash and $60 million in shares of our common stock. AHS owns and operates, through its subsidiaries, 20 inpatient behavioral health care facilities with approximately 2,000 inpatient beds, which generated approximately $300 million in revenues in 2004. We anticipate financing the cash portion of the purchase price through the issuance of new debt. Closing of the transaction is conditioned upon satisfaction of customary closing conditions, including the receipt of all necessary governmental permits and approvals and the expiration or early termination of the Hart-Scott-Rodino Act waiting period. It is anticipated that closing will occur during the second quarter of 2005.

On January 14, 2005, we redeemed $50 million of our 10 5/8% senior subordinated notes. As part of the redemption we paid a 10 5/8% penalty and accrued interest. We borrowed $30 million under our revolving line of credit and used cash on hand for the remainder of the redemption. We recorded a loss on refinancing long-term debt of approximately $7.0 million during the first quarter of 2005 in connection with this redemption.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for audited financial statements. The condensed consolidated balance sheet at December 31, 2004 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of our financial position have been included. The majority of our expenses are “cost of revenue” items. General and administrative expenses were approximately 3% of net revenue for the three months ended March 31, 2005. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 15, 2005.

3. Earnings Per Share

Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings per Share, requires dual presentation of basic and diluted earnings per share by entities with complex capital structures. Basic earnings per share include no dilution and are computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of outstanding securities that, upon exercise or conversion, could share in our earnings. We have calculated our earnings per share in accordance with SFAS No. 128 for all periods presented.

The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands, except per share amounts):

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

                 
    Three months ended March 31,  
    2005     2004  
Numerator:
               
Income from continuing operations
  $ 3,328     $ 107  
Accrued dividends on series A convertible preferred stock
          323  
 
           
Income (loss) from continuing operations used in computing earnings per share
    3,328       (216 )
Loss from discontinued operations, net of taxes
          (144 )
 
           
Net income (loss) available to common stockholders
  $ 3,328     $ (360 )
 
           
 
               
Denominator:
               
Weighted average shares outstanding for basic earnings per share
    20,482       11,958  
Effects of dilutive stock options and warrants outstanding
    691        
 
           
Shares used in computing diluted earnings per common share
    21,173       11,958  
 
           
 
               
Basic earnings per share:
               
Income (loss) from continuing operations
  $ 0.16     $ (0.02 )
Loss from discontinued operations, net of taxes
          (0.01 )
 
           
 
  $ 0.16     $ (0.03 )
 
           
 
               
Diluted earnings per share:
               
Income (loss) from continuing operations
  $ 0.16     $ (0.02 )
Loss from discontinued operations, net of taxes
          (0.01 )
 
           
 
  $ 0.16     $ (0.03 )
 
           

The computation of diluted earnings per share for the three months ended March 31, 2004 does not include approximately 4.7 million shares representing the weighted average of common shares into which our series A preferred stock is convertible and approximately 540,000 shares representing stock options and warrants outstanding during the period as the effects would have been anti-dilutive.

4. Stock-Based Compensation

We account for our stock option plans using the intrinsic value method in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Pursuant to APB Opinion No. 25, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. We plan to adopt the fair-value method of accounting for stock options and begin expensing stock options pursuant to SFAS No. 123R, Share-Based Payment, as amended, beginning on January 1, 2006.

Pro forma information regarding interim net income and earnings per share is required by SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, and has been determined as if we had accounted for our employee stock options under the fair value method. The fair value of options we have granted was estimated using the Black-Scholes option pricing model.

Option valuation models require the input of highly subjective assumptions. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options.

For purposes of pro forma disclosure, the estimated fair value of the options at grant date is amortized to expense over the option’s vesting period. The pro forma information follows (in thousands, except per share amounts):

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

                 
    For the three months ended March 31,  
    2005     2004  
Net income (loss) available to common stockholders
  $ 3,328     $ (360 )
Pro forma compensation expense from stock options
    495       290  
 
           
Pro forma net (loss) income available to common stockholders
  $ 2,833     $ (650 )
 
           
Basic earnings (loss) per share, as reported
  $ 0.16     $ (0.03 )
 
           
Diluted earnings (loss) per share, as reported
  $ 0.16     $ (0.03 )
 
           
Basic pro forma earnings (loss) per share
  $ 0.14     $ (0.05 )
 
           
Diluted pro forma earnings (loss) per share
  $ 0.13     $ (0.05 )
 
           

5. Mergers and Acquisitions

Acquiring free-standing psychiatric facilities is a key part of our business strategy. Because we have grown through mergers and acquisitions accounted for as purchases, it is difficult to make meaningful comparisons between our financial statements for the fiscal periods presented.

On June 30, 2004, we completed the acquisition of substantially all of the assets of Alliance Behavioral Health Group (“Alliance Behavioral”), a system of inpatient behavioral health care facilities with 144 beds located near El Paso, Texas, for approximately $12.5 million.

On June 11, 2004, we completed the acquisition of substantially all of the assets of Piedmont Behavioral Health Center LLC (“Piedmont”), a 77 bed inpatient behavioral health care facility located in Leesburg, Virginia, for approximately $10.7 million.

On June 1, 2004, we completed the acquisition of four inpatient behavioral health care facilities from Heartland Healthcare (“Heartland”) for approximately $49.9 million. The four inpatient facilities, located in Summit, New Jersey, Ft. Lauderdale, Florida, Arlington, Texas and Eden Prairie, Minnesota, have a total of 360 beds. On November 1, 2004, we purchased the real estate housing the operations of the inpatient facility located in Summit, New Jersey for approximately $15.9 million.

On May 1, 2004, we completed the acquisition of all of the membership interests of Palmetto Behavioral Health System, L.L.C. (“Palmetto”), an operator of two inpatient behavioral health care facilities, for approximately $6.4 million. The two leased inpatient facilities, located in Charleston and Florence, South Carolina, have 161 beds. On December 1, 2004, we purchased the real estate of the Charleston facility for approximately $4.0 million.

On March 1, 2004, we acquired two inpatient psychiatric facilities from Brentwood Behavioral Health (“Brentwood”) for approximately $30.4 million cash with an earn-out of approximately $5 million expected to be paid in the second quarter of 2005. The inpatient facilities, which have an aggregate of 311 licensed beds, are located in Shreveport, Louisiana and Jackson, Mississippi.

6. Long-term debt

Long-term debt consists of the following (in thousands):

                 
    March 31,     December 31,  
    2005     2004  
Senior credit facility:
               
Revolving line of credit, expiring on December 21, 2009 and bearing interest of 4.3% at March 31, 2005
  $ 30,000     $  
10 5/8% senior subordinated notes
    100,000       150,000  
Mortgage loans on facilities, maturing in 2037 and 2038 bearing fixed interest rates of 5.65% to 5.95%
    23,554       23,611  
Subordinated seller notes with varying maturities
    144       369  
Other
    263       356  
 
           
 
    153,961       174,336  
Less current portion
    478       20,764  
 
           
Long-term debt
  $ 153,483     $ 153,572  
 
           

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

Senior Credit Facility

On January 6, 2004, we terminated our senior credit facility with CapitalSource Finance LLC (“CapSource”) and entered into a new credit agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) that provided for a revolving credit facility of up to $50 million. As a result of the termination of our senior credit facility with CapSource, we recorded a loss on refinancing long-term debt of $6.4 million for the quarter ended March 31, 2004, including approximately $3.8 million paid as a termination fee to CapSource. On December 21, 2004, our credit agreement with Bank of America was amended and restated to provide for a revolving credit facility of up to $150 million. Our credit facility with Bank of America is secured by substantially all of the personal property owned by us or our subsidiaries, substantially all real property owned by us or our subsidiaries that has a value in excess of $2.5 million and the stock of our operating subsidiaries. In addition, the credit facility is fully and unconditionally guaranteed by substantially all of our operating subsidiaries. The revolving line of credit accrues interest at our choice of the “Base Rate” or the “Eurodollar Rate” (as defined in the Credit Agreement) and is due December 21, 2009. The “Base Rate” and “Eurodollar Rate” fluctuate based upon market rates and certain leverage ratios, as defined in the Credit Agreement. At March 31, 2005, we had $30 million in borrowings outstanding under the revolving credit facility. Until the maturity date, we may borrow, repay and re-borrow an amount not to exceed $150 million. We pay a quarterly commitment fee of 0.5% per annum on the unused portion of our revolving credit facility. Prior to the execution of the amended and restated credit agreement on December 21, 2004, we were required to pay a utilization fee of 0.25% per annum on the unused portion of the revolving credit facility when the balance of outstanding borrowings under the revolving credit facility was less than one-third of the borrowings allowed under the agreement. Commitment and utilization fees were approximately $150,000 for the three months ended March 31, 2005.

Our revolving credit facility contains customary covenants that include: (1) a limitation on capital expenditures and investments, sales of assets, mergers, changes of ownership, new principal lines of business, indebtedness, dividends and redemptions; (2) various financial covenants; and (3) cross-default covenants triggered by a default of any other indebtedness of at least $3.0 million. As of March 31, 2005, we were in compliance with all debt covenant requirements. If we violate one or more of these covenants, amounts outstanding under the revolving credit facility could become immediately payable and additional borrowings could be restricted.

10 5/8% Senior Subordinated Notes

On June 30, 2003, we issued $150 million in 10 5/8% senior subordinated notes, which are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of our existing operating subsidiaries. Proceeds from the issuance of the senior subordinated notes and the issuance of $12.5 million in series A convertible preferred stock were used to finance the acquisition of Ramsay Youth Services (“Ramsay”) and pay down substantially all of our previously existing long-term debt. Interest on the senior subordinated notes accrues at the rate of 10.625% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2003. The senior subordinated notes will mature on June 15, 2013.

On January 14, 2005, we redeemed $50 million of our 10 5/8% senior subordinated notes and paid a 10 5/8% penalty and related accrued interest on the amount redeemed. We borrowed $30 million under our revolving line of credit and used cash on hand for the remainder of the redemption. We classified $20 million of the 10 5/8% senior subordinated notes as current portion of long-term debt on December 31, 2004.

Mortgage Loans

During 2002 and 2003, we borrowed approximately $23.8 million under mortgage loan agreements insured by the U.S. Department of Housing and Urban Development (“HUD”). These mortgage loans are secured by real estate located at Holly Hill Hospital in Raleigh, North Carolina, West Oaks Hospital in Houston, Texas, and Riveredge Hospital near Chicago, Illinois. Interest accrues on the Holly Hill, West Oaks and Riveredge HUD loans at 5.95%, 5.85% and 5.65%, respectively, and principal and interest are payable in 420 monthly installments through December 2037, September 2038 and December 2038, respectively. The carrying amount of assets held as collateral approximated $22 million as of March 31, 2005.

Subordinated Seller Notes

In connection with an acquisition in 2000, we issued a promissory note payable in the amount of $400,000 bearing interest at 9% for the year ended December 31, 2000. Principal on this note was payable in five equal annual installments beginning April 1, 2001. Accrued interest was due and payable on the first day of each calendar quarter beginning July 1, 2000. We paid the remaining principal balance of $80,000 in the first quarter of 2005.

In connection with an acquisition in 2001, we issued a promissory note of $2.0 million that bears interest at 9% per annum and matures June 30, 2005. The principal amount we owe on this note is approximately $144,000 at March 31, 2005.

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

These subordinated seller notes contain customary covenants which include a cross-default covenant with the occurrence of a default of any indebtedness of at least $1,000,000 held by any creditor. As of March 31, 2005, we were in compliance with these covenants.

7. Income Taxes

The provision recorded for the three months ended March 31, 2005 and 2004 reflects an effective tax rate of approximately 39% and 38%, respectively. The increase in the effective tax rate is due to an increase in our overall effective state income tax rate.

8. Discontinued Operations

SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, requires that all components of an entity that have been disposed of (by sale, by abandonment or in a distribution to owners) or are held for sale and whose cash flows can be clearly distinguished from the rest of the entity be presented as discontinued operations. During 2004, we exited three of our contracts to manage state-owned facilities in Florida. Accordingly, the operations of these contracts, net of applicable income taxes, have been presented as discontinued operations and prior period consolidated financial statements have been reclassified.

The components of loss from discontinued operations, net of taxes, are as follows (in thousands):

         
    Three Months Ended  
    March 31, 2004  
Revenue
  $ 4,155  
 
       
Salaries, wages and employee benefits
    3,289  
Professional fees
    365  
Supplies
    361  
Rentals and leases
    16  
Other operating expenses
    346  
Depreciation and amortization
    10  
 
     
 
    4,387  
 
       
Loss from discontinued operations before income taxes
    (232 )
Benefit from income taxes
    (88 )
 
     
Loss from discontinued operations, net of income taxes
  $ (144 )
 
     

9. Disclosures About Reportable Segments

In accordance with the criteria of SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, we operate two reportable segments: (1) owned and leased facilities and (2) management contracts. Each of our inpatient facilities and inpatient management contracts qualifies as an operating segment under SFAS No. 131; however, none is individually material. We have aggregated our operations into two reportable segments based on characteristics of the services provided. As of March 31, 2005, the owned and leased facilities segment provides inpatient mental and behavioral health services in its 27 owned and 7 leased facilities in 19 states. The management contracts segment provides inpatient psychiatric management and development services to 41 behavioral health units in third party medical/surgical hospitals and clinics in 16 states and provides mental and behavioral health services to 8 inpatient facilities for state government agencies. Activities classified as “Corporate and Other” in the following schedule relate primarily to unallocated home office items.

Adjusted EBITDA is a non-GAAP financial measure and is defined as net income (loss) before interest expense (net of interest income), income taxes, depreciation, amortization, stock compensation and other items included in the caption labeled “Other expenses.” These other expenses may occur in future periods, but the amounts recognized can vary significantly from period to period and do not directly relate to the ongoing operations of our health care facilities. Our management relies on adjusted EBITDA as the primary measure to review and assess the operating performance of our inpatient facilities and their management teams. We believe it is useful to investors to provide disclosures of our operating results on the same basis as that used by management. Management and investors also review adjusted EBITDA to evaluate our overall performance and to compare our current operating results with corresponding periods and with other companies in the health care industry. You should not consider adjusted EBITDA in isolation or as a substitute for net income, operating cash flows or other cash flow statement data determined in accordance with accounting

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

principles generally accepted in the United States. Because adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States and is susceptible to varying calculations, it may not be comparable to similarly titled measures of other companies. The following is a financial summary by business segment for the periods indicated (dollars in thousands):

                                 
    Owned and                    
    Leased     Management     Corporate        
    Facilities     Contracts     and Other     Consolidated  
Three months ended March 31, 2005
                               
Revenue
  $ 121,682     $ 17,048     $     $ 138,730  
 
                               
Adjusted EBITDA
  $ 20,597     $ 2,750     $ (4,477 )   $ 18,870  
Interest expense
    8,298       19       (4,794 )     3,523  
Depreciation and amortization
    2,566       193       143       2,902  
Provision for income taxes
    399             1,728       2,127  
Inter-segment expenses
    3,537       615       (4,152 )      
Other expenses:
                               
Loss on refinancing long-term debt
                6,990       6,990  
 
                       
Income (loss) from continuing operations
  $ 5,797     $ 1,923     $ (4,392 )   $ 3,328  
 
                       
 
                               
Segment assets
  $ 415,655     $ 30,410     $ 38,404     $ 484,469  
                                 
    Owned and                    
    Leased     Management     Corporate        
    Facilities     Contracts     and Other     Consolidated  
Three months ended March 31, 2004
                               
Revenue
  $ 86,560     $ 16,870     $     $ 103,430  
 
                               
Adjusted EBITDA
  $ 13,502     $ 2,565     $ (2,925 )   $ 13,142  
Interest expense
    3,559       (5 )     902       4,456  
Depreciation and amortization
    1,745       303       59       2,107  
Provision for (benefit from) income taxes
    662             (597 )     65  
Inter-segment expenses
    2,187       697       (2,884 )      
Other expenses:
                               
Loss on refinancing long-term debt
                6,407       6,407  
 
                       
Income (loss) from continuing operations
  $ 5,349     $ 1,570     $ (6,812 )   $ 107  
 
                       
 
                               
Segment assets
  $ 255,714     $ 35,415     $ 79,655     $ 370,784  

10. Recent Pronouncements

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, which requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. SFAS No. 123R eliminates the ability to account for the award of these instruments under the intrinsic value method prescribed by APB Opinion No. 25, and allowed under the original provisions of SFAS No. 123. On April 15, 2005, the Securities and Exchange Commission extended the effective date of SFAS No. 123R to the first interim reporting period of the first fiscal year beginning on or after June 15, 2005. We are currently evaluating pricing models and the transition provisions of this standard and will begin expensing stock options in accordance with SFAS No. 123R in the first quarter of 2006. As a result of grants of stock options which occurred during the first quarter of 2005, we believe the impact of adopting SFAS No. 123R on our 2006 results will be approximately 50% more than the annualized amount disclosed as pro forma expense for the first quarter of 2005 in Note 4. However, because of the uncertainty surrounding future grants and the variables necessary to value them, actual expense recorded in 2006 upon adoption of SFAS No. 123R may differ materially.

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

11. Financial Information for Psychiatric Solutions and Its Subsidiaries

We conduct substantially all of our business through our subsidiaries. Presented below is condensed consolidating financial information for us and our subsidiaries as of March 31, 2005 and December 31, 2004, and for the three months ended March 31, 2005 and 2004. The information segregates the parent company (Psychiatric Solutions, Inc.), the combined wholly-owned subsidiary guarantors, the combined non-guarantors, and eliminations. All of the subsidiary guarantees are both full and unconditional and joint and several.

Condensed Consolidating Balance Sheet
As of March 31, 2005
(Dollars in thousands)

                                         
            Combined                     Total  
            Subsidiary     Combined Non-     Consolidating     Consolidated  
    Parent     Guarantors     Guarantors     Adjustments     Amounts  
Current Assets:
                                       
Cash and cash equivalents
  $     $ 11,001     $ 3,499     $     $ 14,500  
Accounts receivable, net
          80,996                   80,996  
Prepaids and other
          13,120       3,580             16,700  
 
                             
Total current assets
          105,117       7,079             112,196  
Property and equipment, net of accumulated depreciation
          198,868       29,909       (8,015 )     220,762  
Cost in excess of net assets acquired
          130,134                   130,134  
Investment in subsidiaries
    137,381                   (137,381 )      
Other assets
    5,019       12,569       3,789             21,377  
 
                             
Total assets
  $ 142,400     $ 446,688     $ 40,777     $ (145,396 )   $ 484,469  
 
                             
 
                                       
Current Liabilities:
                                       
Accounts payable
  $     $ 12,355     $     $     $ 12,355  
Salaries and benefits payable
          28,106                   28,106  
Other accrued liabilities
    3,493       21,143       5,284       (2,447 )     27,473  
Current portion of long-term debt
    240             238             478  
 
                             
Total current liabilities
    3,733       61,604       5,522       (2,447 )     68,412  
Long-term debt, less current portion
    130,167             23,316             153,483  
Deferred tax liability
          8,526                   8,526  
Other liabilities
    3,041       (23 )           2,447       5,465  
 
                             
Total liabilities
    136,941       70,107       28,838             235,886  
Stockholders’ equity:
                                       
Total stockholders’ equity
    5,459       376,581       11,939       (145,396 )     248,583  
 
                             
Total liabilities and stockholders’ equity
  $ 142,400     $ 446,688     $ 40,777     $ (145,396 )   $ 484,469  
 
                             

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

Condensed Consolidating Balance Sheet
As of December 31, 2004
(Dollars in thousands)

                                         
            Combined                     Total  
            Subsidiary     Combined Non-     Consolidating     Consolidated  
    Parent     Guarantors     Guarantors     Adjustments     Amounts  
Current Assets:
                                       
Cash and cash equivalents
  $     $ 30,792     $ 2,463     $     $ 33,255  
Accounts receivable, net
          77,539                   77,539  
Prepaids and other
          15,437       975             16,412  
 
                             
Total current assets
          123,768       3,438             127,206  
Property and equipment, net of accumulated depreciation
          196,152       30,155       (8,076 )     218,231  
Cost in excess of net assets acquired
          130,079                   130,079  
Investment in subsidiaries
    160,065                   (160,065 )      
Other assets
    6,791       11,974       3,565             22,330  
 
                             
Total assets
  $ 166,856     $ 461,973     $ 37,158     $ (168,141 )   $ 497,846  
 
                             
 
                                       
Current Liabilities:
                                       
Accounts payable
  $     $ 10,529     $     $     $ 10,529  
Salaries and benefits payable
          27,355                   27,355  
Other accrued liabilities
    1,162       27,383       1,682       (1,559 )     28,668  
Current portion of long-term debt
    20,529             235             20,764  
 
                             
Total current liabilities
    21,691       65,267       1,917       (1,559 )     87,316  
Long-term debt, less current portion
    130,195             23,377             153,572  
Deferred tax liability
          8,020                   8,020  
Other liabilities
    3,325       (461 )           1,559       4,423  
 
                             
Total liabilities
    155,211       72,826       25,294             253,331  
Stockholders’ equity:
                                       
Total stockholders’ equity
    11,645       389,147       11,864       (168,141 )     244,515  
 
                             
Total liabilities and stockholders’ equity
  $ 166,856     $ 461,973     $ 37,158     $ (168,141 )   $ 497,846  
 
                             

Condensed Consolidating Statement of Income
For the Three Months Ended March 31, 2005
(Dollars in thousands)

                                         
            Combined     Combined             Total  
            Subsidiary     Non-     Consolidating     Consolidated  
    Parent     Guarantors     Guarantors     Adjustments     Amounts  
Revenue
  $     $ 138,730     $ 1,626     $ (1,626 )   $ 138,730  
Salaries, wages and employee benefits
          76,367                   76,367  
Professional fees
          14,215       41             14,256  
Supplies
          8,584                   8,584  
Rentals and leases
          2,340                   2,340  
Other operating expenses
          15,642       891       (888 )     15,645  
Provision for doubtful accounts
          2,668                   2,668  
Depreciation and amortization
          2,717       246       (61 )     2,902  
Interest expense
    3,150             373             3,523  
Loss on refinancing of long-term debt
    6,990                         6,990  
 
                             
 
    10,140       122,533       1,551       (949 )     133,275  
(Loss) income before income taxes
    (10,140 )     16,197       75       (677 )     5,455  
(Benefit from) provision for income taxes
    (3,954 )     6,081                   2,127  
 
                             
Net (loss) income
  $ (6,186 )   $ 10,116     $ 75     $ (677 )   $ 3,328  
 
                             

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

Condensed Consolidating Statement of Income
For the Three Months Ended March 31, 2004
(Dollars in thousands)

                                         
            Combined     Combined             Total  
            Subsidiary     Non-     Consolidating     Consolidated  
    Parent     Guarantors     Guarantors     Adjustments     Amounts  
Revenue
  $     $ 103,430     $ 892     $ (892 )   $ 103,430  
Salaries, wages and employee benefits
          55,707                   55,707  
Professional fees
          11,691                   11,691  
Supplies
          6,580                   6,580  
Rentals and leases
          1,767                   1,767  
Other operating expenses
    310       13,098             (892 )     12,516  
Provision for doubtful accounts
          2,027                   2,027  
Depreciation and amortization
          1,866       241             2,107  
Interest expense
    4,085             371             4,456  
Loss on refinancing of long-term debt
    6,407                         6,407  
 
                             
 
    10,802       92,736       612       (892 )     103,258  
(Loss) income from continuing operations before income taxes
    (10,802 )     10,694       280             172  
Provision for income taxes
          65                   65  
 
                             
(Loss) income from continuing operations
    (10,802 )     10,629       280             107  
Loss from discontinued operations
          (144 )                 (144 )
 
                             
Net (loss) income
    (10,802 )     10,485       280             (37 )
Accrued preferred stock dividends
          323                   323  
 
                             
Net (loss) income available to common shareholders
  $ (10,802 )   $ 10,162     $ 280     $     $ (360 )
 
                             

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2005
(Dollars in thousands)

                                         
            Combined                     Total  
            Subsidiary     Combined Non-     Consolidating     Consolidated  
    Parent     Guarantors     Guarantors     Adjustments     Amounts  
Operating Activities:
                                       
Net (loss) income
  $ (6,186 )   $ 10,116     $ 75     $ (677 )   $ 3,328  
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
                                       
Depreciation and amortization
          2,717       246       (61 )     2,902  
Provision for doubtful accounts
          2,668                   2,668  
Amortization of loan costs
    163             11             174  
Loss on refinancing long-term debt
    6,990                         6,990  
Change in income tax assets and liabilities
          (3,169 )                 (3,169 )
Changes in operating assets and liabilities:
                                       
Accounts receivable
          (6,125 )                 (6,125 )
Prepaids and other current assets
          1,877       (2,605 )           (728 )
Accounts payable
          1,826                   1,826  
Accrued liabilities and other liabilities
    2,047       (176 )     3,601             5,472  
 
                             
Net cash provided by (used in) continuing operating activities
    3,014       9,734       1,328       (738 )     13,338  
Investing Activities:
                                       
Acquisitions, net of cash acquired
    (500 )                       (500 )
Capital purchases of property and equipment
          (5,255 )                 (5,255 )
Investment in equity method investee
    (840 )                       (840 )
Other assets
          (247 )     (235 )           (482 )
 
                             
Net cash used in investing activities
    (1,340 )     (5,502 )     (235 )           (7,077 )
Financing Activities:
                                       
Net principal payments on long-term debt
    (20,318 )           (57 )           (20,375 )
Net transfers to and from members
    24,089       (24,827 )           738        
Refinancing of long-term debt
    (5,316 )                       (5,316 )
Payment of loan and issuance costs
    (129 )                       (129 )
Proceeds from issuance of common stock
            804                   804  
 
                             
Net cash (used in) provided by financing activities
    (1,674 )     (24,023 )     (57 )     738       (25,016 )
 
                             
Net (decrease) increase in cash
          (19,791 )     1,036             (18,755 )
Cash and cash equivalents at beginning of period
          30,792       2,463             33,255  
 
                             
Cash and cash equivalents at end of period
  $     $ 11,001     $ 3,499     $     $ 14,500  
 
                             

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PSYCHIATRIC SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2005

Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2004
(Dollars in thousands)

                                         
            Combined     Combined             Total  
            Subsidiary     Non-     Consolidating     Consolidated  
    Parent     Guarantors     Guarantors     Adjustments     Amounts  
Operating Activities:
                                       
Net (loss) income
  $ (10,802 )   $ 10,485     $ 280     $     $ (37 )
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
                                       
Loss from discontinued operations
          144                   144  
Depreciation and amortization
          1,866       241             2,107  
Provision for doubtful accounts
          2,027                   2,027  
Amortization of loan costs
    190             9             199  
Loss on refinancing long-term debt
    6,407                         6,407  
Change in income tax assets and liabilities
          (187 )                 (187 )
Changes in operating assets and liabilities:
                                       
Accounts receivable
          (3,497 )                 (3,497 )
Prepaids and other current assets
          1,649       338             1,987  
Accounts payable
          (2,249 )                 (2,249 )
Accrued liabilities and other liabilities
    3,801       4,022       (3 )           7,820  
 
                             
Net cash (used in) provided by operating activities
    (404 )     14,260       865             14,721  
Investing Activities:
                                       
Acquisitions, net of cash acquired
    (29,861 )     (3,350 )                 (33,211 )
Capital purchases of property and equipment
          (3,055 )                 (3,055 )
Other assets
          (674 )     (590 )           (1,264 )
 
                             
Net used in investing activities
    (29,861 )     (7,079 )     (590 )           (37,530 )
Financing Activities:
                                       
Net principal borrowings (payments) on long-term debt
    16,910             (54 )           16,856  
Net transfers to and from members
    16,810       (16,758 )     (52 )            
Payment of loan and issuance costs
    (987 )                       (987 )
Refinancing of long-term debt
    (2,572 )     (1,272 )                 (3,844 )
Proceeds from issuance of common stock
    104                         104  
 
                             
Net cash provided by (used in) financing activities
    30,265       (18,030 )     (106 )           12,129  
 
                             
Net (decrease) increase in cash
          (10,849 )     169             (10,680 )
Cash at beginning of period
          43,456       1,498             44,954  
 
                             
Cash at end of period
  $     $ 32,607     $ 1,667     $     $ 34,274  
 
                             

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.

     This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding the intent, belief or current expectations of Psychiatric Solutions and its management. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from the results discussed in the forward-looking statements. Risks and uncertainties that might cause such differences include, but are not limited to: (1) our ability to complete the acquisition of 20 inpatient psychiatric facilities from Ardent Health Services LLC; (2) potential competition that alters or impedes our acquisition strategy by decreasing our ability to acquire additional facilities on favorable terms; (3) our ability to improve the operations of acquired facilities; (4) our ability to maintain favorable and continuing relationships with physicians who use our facilities; (5) our ability to receive timely additional financing on terms acceptable to us to fund our acquisition strategy and capital expenditure needs; (6) risks inherent to the health care industry, including the impact of unforeseen changes in regulation, reimbursement rates from federal and state health care programs or managed care companies and exposure to claims and legal actions by patients and others; and (7) potential difficulties in integrating our operations with recently acquired operations, including the inpatient psychiatric facilities to be acquired from Ardent Health Services LLC. The forward-looking statements herein are qualified in their entirety by the risk factors set forth in our filings with the Securities and Exchange Commission, including the factors listed in our Annual Report on Form 10-K filed on March 15, 2005 under the caption “Risk Factors.” A copy of our filings may be obtained from the Public Reference Room of the Securities and Exchange Commission at 450 Fifth Street NW, Washington, D.C. at prescribed rates.

Overview

     On March 10, 2005, we entered into a Stock Purchase Agreement with Ardent Health Services LLC, a Delaware limited liability company (“Seller”), and Ardent Health Services, Inc., a Delaware corporation and wholly-owned subsidiary of Seller (“AHS”), pursuant to which we will acquire all of the outstanding capital stock of AHS for approximately $560 million. AHS owns and operates through its subsidiaries 20 inpatient behavioral health care facilities, which include approximately 2,000 inpatient beds and generated approximately $300 million in revenues in 2004. It is anticipated that the acquisition will close during the second quarter of 2005. With the acquisition of AHS, we will increase our inpatient facility operations to 54 facilities and over 6,000 licensed beds. We believe that our singular focus on the provision of behavioral health care services allows us to operate more efficiently and provide higher quality care than our competitors. Our business is characterized by diverse sources of revenue, stable cash flows and low capital expenditure requirements.

     Our business strategy is to acquire inpatient behavioral health care facilities and improve operating results within new and existing inpatient facilities and our other managed inpatient behavioral health care operations. We completed our first significant acquisition in 2000 when we acquired Sunrise Behavioral Health, Ltd. and its inpatient behavioral health care management contracts. We continued implementing our acquisition strategy in 2001 with the acquisition of four inpatient behavioral health care facilities. In 2002, we acquired one inpatient behavioral health care facility and merged with PMR Corporation, a public company and operator of inpatient behavioral health care management contracts. 2003 marked our largest acquisitions to date with the purchase of six inpatient behavioral health care facilities from The Brown Schools, Inc., the acquisition of Ramsay Youth Services, Inc. (“Ramsay”), an operator of 11 owned or leased inpatient behavioral health care facilities and 10 contracts to manage inpatient behavioral health care facilities for certain state governmental agencies, and the acquisitions of two other inpatient behavioral health care facilities from other sellers. In 2004, we acquired 10 inpatient behavioral health care facilities in five separate transactions, the most significant being the acquisition of four inpatient behavioral health care facilities from Heartland Healthcare (“Heartland”).

     We strive to improve the operating results of new and existing inpatient behavioral health care operations by providing the highest quality service, expanding referral networks and marketing initiatives and meeting increased demand for our services by expanding our services and developing new services. We also improve operating results by optimizing staffing ratios, controlling contract labor costs and reducing supply costs through group purchasing. During the first quarter of 2005, our same-facility revenue from owned and leased inpatient facilities increased by 6.4% as compared to our first quarter of 2004. Same-facility growth also produced gains in owned and leased inpatient facility patient days of 5.4% in the first quarter of 2005 as compared to the first quarter of 2004. Same-facility growth refers to the comparison of each inpatient facility owned during 2004 with the comparable period in 2005.

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Sources of Revenue

   Patient Service Revenue

     Patient service revenue is generated by our inpatient facilities as a result of services provided to patients on an inpatient and outpatient basis within the inpatient behavioral health care facility setting. Patient service revenue is reported on an accrual basis in the period in which services are rendered, at established rates, regardless of whether collection in full is expected. Patient service revenue includes amounts estimated by management to be reimbursable by Medicare and Medicaid under provisions of cost or prospective reimbursement formulas in effect. Amounts received are generally less than the established billing rates of the inpatient facilities and the differences are reported as deductions from patient service revenue at the time the service is rendered. For the three months ended March 31, 2005, patient service revenue comprised approximately 88% of our total revenue.

   Management Fee Revenue

     Management contract revenue is earned by our inpatient management contract division. The inpatient management contract division receives contractually determined management fees from hospitals and clinics for providing psychiatric unit management and development services as well as management fees for managing inpatient behavioral health care facilities for government agencies. For the three months ended March 31, 2005, management contract revenue comprised approximately 12% of our total revenue.

Results of Operations

     The following table sets forth, for the periods indicated, our operating results (dollars in thousands):

                                 
    Three Months Ended March 31,  
    2005     2004  
    Amount     %     Amount     %  
Revenue
  $ 138,730       100.0 %   $ 103,430       100.0 %
Salaries, wages, and employee benefits
    76,367       55.1 %     55,707       53.8 %
Professional fees
    14,256       10.3 %     11,691       11.3 %
Supplies
    8,584       6.2 %     6,580       6.4 %
Provision for bad debts
    2,668       1.9 %     2,027       2.0 %
Other operating expenses
    17,985       13.0 %     14,283       13.8 %
Depreciation and amortization
    2,902       2.1 %     2,107       2.0 %
Interest expense, net
    3,523       2.5 %     4,456       4.3 %
Other expenses:
                               
Loss on refinancing long-term debt
    6,990       5.0 %     6,407       6.2 %
 
                       
Income from continuing operations before income taxes
    5,455       3.9 %     172       0.2 %
Provision for income taxes
    2,127       1.5 %     65       0.1 %
 
                       
Income from continuing operations
  $ 3,328       2.4 %   $ 107       0.1 %
 
                       
                         
    Three Months Ended March 31,  
    2005     2004     % Change  
Consolidated:
                       
Number of facilities at period end
    34       26       30.8 %
Admissions
    14,836       10,231       45.0 %
Patient days
    277,527       211,563       31.2 %
 
                       
Same-facility (1):
                       
Number of facilities at period end
    26       26       0.0 %
Admissions
    10,229       10,231       0.0 %
Patient days
    222,935       211,563       5.4 %


(1)   For the three months ended March 31, 2005, includes statistics of facilities that had operations in the comparable period of 2004.

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Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

     Revenue. Revenue from continuing operations was $138.7 million for the three months ended March 31, 2005 compared to $103.4 million for the three months ended March 31, 2004, an increase of $35.3 million or 34.1%. Revenue from our owned and leased inpatient facilities segment accounted for $121.7 million of the 2005 results compared to $86.6 million of the 2004 results, an increase of $35.1 million or 40.6%. The increase in revenues from our owned and leased inpatient facilities segment relates primarily to revenue generated by facilities acquired in 2004. Acquisitions accounted for the following increases in revenue during 2005 as compared to 2004: $5.8 million for Brentwood Behavioral Health (“Brentwood”), $12.9 million for Heartland and $10.9 million for other acquisitions during 2004. The remainder of the increase in revenues from owned and leased inpatient facilities is primarily attributable to same-facility growth in patient days of 5.4%. Revenue from our inpatient management contracts segment accounted for $17.0 million of the 2005 results compared to $16.9 million of the 2004 results.

     Salaries, wage, and employee benefits. Salaries, wages and employee benefits (“SWB”) expense was $76.4 million for the three months ended March 31, 2005, or 55.1% of our total revenue, compared to $55.7 million for the three months ended March 31, 2004, or 53.8% of our total revenue. SWB expense for our owned and leased inpatient facilities segment was $66.0 million in 2005, or 54.2% of segment revenue. Same-facility SWB expense for our owned and leased inpatient facilities segment was $49.9 million in 2005, or 54.2% of segment revenue, compared to $46.4 million in 2004, or 53.6% of segment revenue. This increase in SWB expense as a percent of segment revenue was primarily the result of the hiring of additional employees to replace tasks formerly performed on a contract basis. Contract labor costs, included in professional fees in our condensed consolidated statement of income, were 1.9% of segment revenue on a same-facility basis in 2005 compared to 3.2% of segment revenue in 2004. SWB expense for our inpatient management contracts segment was $7.6 million in 2005 compared to $7.5 million in 2004. SWB expense for our corporate office was $2.8 million for 2005 compared to $1.7 million for 2004 as the result of the hiring of additional staff necessary to manage the inpatient facilities and inpatient management contracts acquired during 2004.

     Professional fees. Professional fees were $14.3 million for the three months ended March 31, 2005, or 10.3% of our total revenue, compared to $11.7 million for the three months ended March 31, 2004, or 11.3% of our total revenue. Professional fees for our owned and leased inpatient facilities segment were $12.3 million in 2005, or 10.1% of segment revenue. Same-facility professional fees for our owned and leased inpatient facilities segment were $9.6 million in 2005, or 10.5% of segment revenue, compared to $10.0 million in 2004, or 11.6% of segment revenue. This decrease in same-facility professional fees as a percent of revenue was primarily the result of the hiring of additional employees to replace tasks formerly performed on a contract basis, as discussed in SWB. Professional fees for our inpatient management contracts segment were $1.2 million in 2005 and in 2004. Professional fees for our corporate office were approximately $800,000 in 2005 compared to approximately $500,000 in 2004. The increase in professional fees in our corporate office relates to accounting, legal and other services required to meet the needs of a public company and achieving our acquisition strategy.

     Supplies. Supplies expense was $8.6 million for the three months ended March 31, 2005, or 6.2% of our total revenue, compared to $6.6 million for the three months ended March 31, 2004, or 6.4% of our total revenue. Supplies expense for our owned and leased inpatient facilities segment was $8.1 million in 2005, or 6.6% of segment revenue. Same-facility supplies expense for our owned and leased inpatient facilities segment was $6.3 million in 2005, or 6.8% of segment revenue, compared to $6.0 million in 2004, or 7.0% of segment revenue. Supplies expense for our inpatient management contracts segment was approximately $500,000 in 2005 and in 2004. Supplies expense for our corporate office consists of office supplies and is negligible to supplies expense overall.

     Provision for bad debts. The provision for bad debts was $2.7 million for the three months ended March 31, 2005, or 1.9% of our total revenue, compared to $2.0 million for the three months ended March 31, 2004, or 2.0% of our total revenue. The provision for bad debts at our owned and leased inpatient facilities segment comprises the majority of our provision for bad debts as a whole.

     Other operating expenses. Other operating expenses were approximately $18.0 million for the three months ended March 31, 2005, or 13.0% of our total revenue, compared to $14.3 million for the three months ended March 31, 2004, or 13.8% of our total revenue. Other operating expenses for our owned and leased inpatient facilities segment were $12.1 million in 2005, or 9.9% of segment revenue. Same-facility other operating expenses for our owned and leased inpatient facilities segment were $8.9 million in 2005, or 9.7% of segment revenue, compared to $8.7 million in 2004, or 10.0% of segment revenue. Other operating expenses for our inpatient management contracts segment were $5.0 million in 2005 compared to $4.9 million in 2004. Other operating expenses at our corporate office increased to approximately $900,000 in 2005 from approximately $700,000 in 2004.

     Depreciation and amortization. Depreciation and amortization expense was $2.9 million for the three months ended March 31, 2005 compared to $2.1 million for the three months ended March 31, 2004, an increase of approximately $800,000. This increase in depreciation and amortization expense is primarily the result of the numerous acquisitions of inpatient facilities during 2004.

     Interest expense. Interest expense was $3.5 million for the three months ended March 31, 2005 compared to $4.5 million for the

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three months ended March 31, 2004, a decrease of approximately $1.0 million or 20.9%. The decrease in interest expense is primarily attributable to the redemption of $50 million of our 10 5/8% senior subordinated notes on January 14, 2005.

     Other expenses. Other expenses totaled $7.0 million for the three months ended March 31, 2005 compared to $6.4 million for the three months ended March 31, 2004. Other expenses in 2005 and 2004 were losses on the refinancing of our long-term debt.

     Loss from discontinued operations, net of taxes. The loss from discontinued operations (net of income tax effect) of approximately $144,000 for the three months ended March 31, 2004 is from the operations of three contracts to manage inpatient facilities for the Florida Department of Juvenile Justice. These contracts were assumed in the Ramsay acquisition in 2003 and exited in 2004.

Liquidity and Capital Resources

     As of March 31, 2005, we had working capital of $43.8 million, including cash and cash equivalents of $14.5 million, compared to working capital of $39.9 million at December 31, 2004. The increase in working capital is primarily due to cash provided by operating activities offset by cash used in investing activities during the three months ended March 31, 2005.

     Cash provided by operating activities was $13.3 million for the three months ended March 31, 2005 compared to $14.7 million for the three months ended March 31, 2004. The decrease in cash flows from operating activities was primarily due to cash paid for income taxes during 2005 of approximately $5.3 million offset by cash generated by our facilities acquired in 2004.

     Cash used in investing activities was $7.1 million for the three months ended March 31, 2005 compared to $37.5 million for the three months ended March 31, 2004. Cash used in investing activities for the three months ended March 31, 2005 was primarily the result of cash paid for the purchases of property and equipment of approximately $5.3 million. Cash used in investing activities for the three months ended March 31, 2004 was the result of $29.8 million paid for the acquisition of Brentwood, $3.3 million used to make the final payment on a prior-year acquisition and $3.1 million used for capital expenditures.

     Cash used in financing activities was approximately $25.0 million for the three months ended March 31, 2005 compared to cash provided by financing activities of approximately $12.1 million for the three months ended March 31, 2004. Cash used by financing activities for the three months ended March 31, 2005 consisted primarily of $50.0 million used to redeem a portion of our 10 5/8% senior subordinated notes, offset by $30.0 million borrowed under our revolving line of credit to make the redemption. As part of this redemption, we paid $5.3 million during the first quarter of 2005 for its associated costs. Cash provided by financing activities for the three months ended March 31, 2004 was primarily the result of $17.0 million borrowed under our revolving line of credit to purchase Brentwood, offset by cash paid to exit our credit facility with CapitalSource Finance LLC of approximately $3.8 million.

     On January 14, 2005, we redeemed $50 million of our 10 5/8% senior subordinated notes, leaving $100 million outstanding after the redemption. We paid bondholders a 10 5/8% penalty and accrued interest in connection with the redemption and recorded a loss on refinancing long-term debt of approximately $7.0 million during the first quarter of 2005. We paid the redemption with borrowings under our revolving credit facility of $30 million and the remainder with cash on hand.

     On December 21, 2004, we amended and restated our revolving credit facility with Bank of America, N.A. (“Bank of America”) to increase the borrowings available to us to $150 million, extend the term of the agreement until December 2009 and lower the applicable interest rate, as defined in the credit agreement. We initially entered into a revolving credit facility with Bank of America of up to $50 million on January 6, 2004. We subsequently amended and increased the revolving credit facility to $125 million in June 2004.

     On December 20, 2004, we closed on the sale of 3,450,000 shares of our common stock at $33.70 per share. Of these shares, 450,000 were sold through the full exercise of the underwriters’ over-allotment option. We sold 3,285,000 shares for approximately $105 million after underwriting discounts and other issuance costs. Certain stockholders sold 165,000 shares in the offering. We did not receive any proceeds from the sale of common stock by the selling stockholders. Approximately $82 million of the net proceeds were used to pay down borrowings under our revolving line of credit.

     On January 26, 2004, we entered into an interest rate swap agreement to manage our exposure to fluctuations in interest rates. The swap agreement effectively converts $20 million of fixed-rate long-term debt to a LIBOR indexed variable rate instrument plus an agreed upon interest rate spread of 5.86%. On April 23, 2004, we entered into another interest rate swap agreement. This swap agreement effectively converts $30.0 million of fixed rate debt to a LIBOR indexed variable rate instrument plus an agreed upon interest rate spread of 5.51%.

     We believe that our working capital on hand, cash flows from operations and funds available under our revolving line of credit will be sufficient to fund our operating needs, planned capital expenditures and debt service requirements for the next 12 months.

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     In connection with our proposed acquisition of the capital stock of AHS, we anticipate financing the $500 million cash portion of the purchase price with new debt. We have entered into a commitment letter with Citigroup Global Markets, Inc. to provide such financing subject to the terms and conditions of such letter. In addition, we are actively seeking other acquisitions that fit our corporate growth strategy and may acquire additional inpatient psychiatric facilities. Management continually assesses our capital needs and, should the need arise, we will seek additional financing, including debt or equity, to fund potential acquisitions or for other corporate purposes. In negotiating such financing, there can be no assurance that we will be able to raise additional capital on terms satisfactory to us. Failure to obtain additional financing on reasonable terms could have a negative effect on our plans to acquire additional inpatient psychiatric facilities

Contractual Obligations

                                         
    Payments Due by Period (in thousands)  
            Less than                     After  
    Total     1 year     1-3 years     4-5 years     5 years  
Long-term debt (1)
  $ 153,698     $ 382     $ 519     $ 30,582     $ 122,215  
Lease obligations
    37,884       6,503       8,626       6,583       16,172  
 
                             
 
  $ 191,582     $ 6,885     $ 9,145     $ 37,165     $ 138,387  
 
                             


(1)   Long-term debt excludes capital lease obligations which have been included in lease obligations above.

     The fair value of our $100 million 10 5/8% senior subordinated notes was approximately $111 million as of March 31, 2005. The fair value of our $150 million 10 5/8% senior subordinated notes was approximately $173 million as of December 31, 2004. The carrying value of our other long-term debt, including current maturities, of $54.0 million and $24.3 million at March 31, 2005 and December 31, 2004, respectively, approximated fair value. We had $30 million of variable rate debt outstanding under our revolving credit facility as of March 31, 2005. In addition, interest rate swap agreements effectively convert $50 million of fixed rate debt into variable rate debt at March 31, 2005. At our March 31, 2005 borrowing level, a hypothetical 10% increase in interest rates would decrease our annual net income and cash flows by approximately $370,000.

Critical Accounting Policies

     Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses included in our financial statements. Estimates are based on historical experience and other information currently available, the results of which form the basis of such estimates. While we believe our estimation processes are reasonable, actual results could differ from those estimates. The following represent the estimates considered most critical to our operating performance and involve the most subjective and complex assumptions and assessments.

     Allowance for doubtful accounts

     Our ability to collect outstanding patient receivables from third party payors and receivables due under our management contracts is critical to our operating performance and cash flows.

     The primary collection risk with regard to patient receivables lies with uninsured patient accounts or patient accounts for which primary insurance has paid but a patient portion remains outstanding. We estimate the allowance for doubtful accounts primarily based upon the age of the accounts since the patient discharge date. We continually monitor our accounts receivable balances and utilize cash collection data to support our estimates of the provision for doubtful accounts. Significant changes in payor mix or business office operations could have a significant impact on our results of operations and cash flows.

     The primary collection risk with regard to receivables due under our inpatient management contracts is attributable to contract disputes. We estimate the allowance for doubtful accounts for these receivables based primarily upon the specific identification of potential collection issues. As with our patient receivables, we continually monitor our accounts receivable balances and utilize cash collection data to support our estimates of the provision for doubtful accounts.

     Allowances for contractual discounts

     The Medicare and Medicaid regulations are complex and various managed care contracts may include multiple reimbursement mechanisms for different types of services provided in our inpatient facilities and cost settlement provisions requiring complex calculations and assumptions subject to interpretation. We estimate the allowance for contractual discounts on a payer-specific basis

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given our interpretation of the applicable regulations or contract terms. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from our estimates. Additionally, updated regulations and contract renegotiations occur frequently necessitating continual review and assessment of the estimation process by our management.

     Professional and General Liability

     We are subject to medical malpractice and other lawsuits due to the nature of the services we provide. Due to our acquisition of Ramsay, we had two distinct insurance programs that covered our inpatient facilities. Prior to December 31, 2004, all of our inpatient facilities except those acquired from Ramsay had professional and general liability insurance in umbrella form for claims in excess of $3.0 million with an insured limit of $20.0 million. For the inpatient facilities acquired from Ramsay, we had professional and general liability insurance in umbrella form for claims in excess of $500,000 with an insured limit of $26.0 million. These plans were combined in 2005 to cover all of our operations for professional and general liability insurance in umbrella form for claims in excess of $2.0 million with an insured limit of $35.0 million. The self-insured reserves for professional and general liability risks are calculated based on historical claims, demographic factors, industry trends, severity factors, and other actuarial assumptions calculated by an independent third party. This self-insurance reserve is discounted to its present value using a 5% discount rate. This estimated accrual for professional and general liabilities could be significantly affected should current and future occurrences differ from historical claim trends and expectations. We have utilized our captive insurance company to manage this additional self-insured retention. While claims are monitored closely when estimating professional and general liability accruals, the complexity of the claims and wide range of potential outcomes often hampers timely adjustments to the assumptions used in these estimates.

     Income taxes

     As part of the process of preparing our consolidated financial statements, we are required to determine our income tax liabilities in each of the jurisdictions in which we operate. This process involves recognizing the amount of income taxes payable or refundable for the current period, together with recognizing deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. We are also required to assess the realizable value of our deferred tax assets and reduce the deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is “more likely than not” that any portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the tax jurisdictions and during the periods in which the deferred tax assets are recoverable. In evaluating sources of future taxable income, we consider the reversal of taxable temporary differences, future earnings from operations and tax planning strategies, where applicable. We recorded a valuation allowance against deferred tax assets as of March 31, 2005 and March 31, 2004 totaling $3.4 million and $11.3 million, respectively. We revise our assessment of the recoverability of deferred tax assets periodically, and will adjust the valuation allowance as circumstances require. The valuation allowance recorded as of March 31, 2005 and March 31, 2004 relates primarily to pre-acquisition net operating loss carryovers from certain acquisitions. Accordingly, future reductions in the valuation allowance will primarily reduce goodwill related to these respective acquisitions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     The information required by this item is provided under Part I, Item 2 of this Quarterly Report under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources — Contractual Obligations.”

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

     We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Accounting Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us (including our consolidated subsidiaries) in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported on a timely basis.

Changes in Internal Control Over Financial Reporting

     There has been no change in our internal control over financial reporting during the quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We are subject to various claims and legal actions that arise in the ordinary course of our business. In the opinion of management, Psychiatric Solutions is not currently a party to any proceeding that would have a material adverse effect on its financial condition or results of operations.

ITEM 6. EXHIBITS

(a) Exhibits

     
Exhibit    
Number   Description
2.1*
  Stock Purchase Agreement, dated March 10, 2005, by and among Ardent Health Services LLC, Ardent Health Services, Inc. and Psychiatric Solutions, Inc., as amended by Amendment No. 1 to Stock Purchase Agreement dated April 28, 2005.
 
   
3.1
  Amended and Restated Certificate of Incorporation of PMR Corporation, filed with the Delaware Secretary of State on March 9, 1998 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 1998).
 
   
3.2
  Certificate of Amendment to Amended and Restated Certificate of Incorporation of PMR Corporation, filed with the Delaware Secretary of State on August 5, 2002 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2002).
 
   
3.3
  Certificate of Amendment to Amended and Restated Certificate of Incorporation of Psychiatric Solutions, Inc., filed with the Delaware Secretary of State on March 21, 2003 (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement, filed on January 22, 2003).
 
   
3.4
  Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 1997) (the “1997 10-K”)).
 
   
4.2
  Common Stock Specimen Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002) (the “2002 10-K”)).
 
   
4.3
  Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, filed with the Delaware Secretary of State on March 24, 2003 (incorporated by reference to Appendix D of the Company’s Definitive Proxy Statement, filed January 22, 2003).
 
   
4.4
  Indenture, dated as of June 30, 2003, among Psychiatric Solutions, Inc., the Guarantors named therein and Wachovia Bank, National Association, as Trustee (incorporated by reference to the Company’s Registration Statement on Form S-4, filed on July 30, 2003 (Registration No. 333-107453) (the “2003 S-4”)).
 
   
4.5
  Form of Notes (included in Exhibit 4.4).
 
   
4.6
  Purchase Agreement, dated as of June 19, 2003, among Psychiatric Solutions, Inc., the Guarantors named therein, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc. (incorporated by reference to Exhibit 4.12 to the 2003 S-4).
 
   
10.1
  Psychiatric Solutions, Inc. Cash Bonus Policy (incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 22, 2005).

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Exhibit    
Number   Description
31.1*
  Certification of the Chief Executive Officer of Psychiatric Solutions, Inc. 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 Accounting Officer of Psychiatric Solutions, Inc. 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.
 
   
32.1*
  Certifications of the Chief Executive Officer and Chief Accounting Officer of Psychiatric Solutions, Inc. Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*   Filed herewith.

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SIGNATURES

     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.
         
  PSYCHIATRIC SOLUTIONS, INC.
 
 
May 9, 2005  Dated:/s/ Jack E. Polson    
  Jack E. Polson   
  Chief Accounting Officer