-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JEuqSnpaQBd4eGKideuF8sZR3iPVBs0J4HBWH8kEKiGMSVZCtKuuEeCl9tDG4M95 DMvFgyY/SvW8gqBbjnHVzA== 0000950144-04-005270.txt : 20040512 0000950144-04-005270.hdr.sgml : 20040512 20040511204806 ACCESSION NUMBER: 0000950144-04-005270 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040301 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHIATRIC SOLUTIONS INC CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20488 FILM NUMBER: 04797607 BUSINESS ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-312-5700 MAIL ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: PMR CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 8-K/A 1 g89112e8vkza.htm PSYCHIATRIC SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS, INC.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K/A

Amended Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2004 (March 1, 2004)


Psychiatric Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

         
Delaware
(State or Other
Jurisdiction of
Incorporation)
  0-20488
(Commission File
Number)
  23-2491707
(I.R.S. Employer
Identification
Number)

113 Seaboard Lane, Suite C-100, Franklin, Tennessee 37067
(Address of Principal Executive Offices)

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 


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Item 7. Financial Statements and Exhibits
SIGNATURES
REPORT OF INDEPENDENT AUDITORS
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENT OF OPERATIONS AND MEMBERS’ EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
EX-23.1 CONSENT OF CROWE CHIZEK AND COMPANY LLC


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Item 7. Financial Statements and Exhibits.

     On March 1, 2004, Psychiatric Solutions, Inc. (the “Company”) completed the acquisition of two freestanding psychiatric facilities from Brentwood Behavioral Health (“Brentwood”). The Company filed a Current Report on Form 8-K on March 3, 2004 in connection with the above referenced transaction. Item 7 of that Current Report is hereby amended and restated in its entirety as set forth below to include the financial statements and pro forma information required by Item 7 of Form 8-K:

  (a)   Consolidated Financial Statements of Brentwood Health Management, LLC.
 
  (b)   Unaudited Pro Forma Condensed Combined Financial Statements for Psychiatric Solutions, Inc. and Brentwood Health Management, LLC.
 
  (c)   Exhibits.

             
    2.1     Asset Purchase Agreement, dated February 23, 2004, by and among Psychiatric Solutions, Inc., Brentwood Health Management, L.L.C., Brentwood, A Behavioral Health Company, L.L.C. and River Rouge, Inc. (previously filed as an exhibit to the Company’s Current Report on Form 8-K filed March 3, 2004).
 
           
    2.2     Asset Purchase Agreement, dated February 23, 2004, by and among Psychiatric Solutions, Inc., Brentwood Health Management of MS, LLC, and Turner-Windham of Mississippi, LLC (previously filed as an exhibit to the Company’s Current Report on Form 8-K filed March 3, 2004).
 
           
    23.1*     Consent of Crowe Chizek and Company LLC
 
           
    99.1     Press Release of Psychiatric Solutions, Inc., dated March 2, 2004 (previously filed as an exhibit to the Company’s Current Report on Form 8-K filed March 3, 2004).

* 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 hereunto duly authorized.

         
    PSYCHIATRIC SOLUTIONS, INC.
 
       
  By:   /s/ Jack E. Polson
     
 
      Jack E. Polson
Chief Accounting Officer

Date: May 11, 2004

 


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BRENTWOOD HEALTH MANAGEMENT, LLC
Shreveport, Louisiana

CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

CONTENTS

         
REPORT OF INDEPENDENT AUDITORS
    1  
FINANCIAL STATEMENTS
       
CONSOLIDATED BALANCE SHEET
    2  
CONSOLIDATED STATEMENT OF OPERATIONS AND MEMBERS’ EQUITY
    3  
CONSOLIDATED STATEMENT OF CASH FLOWS
    4  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    5  

 


Table of Contents

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Members
Brentwood Health Management, LLC
Shreveport, Louisiana

We have audited the accompanying consolidated balance sheet of Brentwood Health Management, LLC as of December 31, 2003 and the related consolidated statements of operations and members’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Brentwood Health Management, LLC as of December 31, 2003, and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As disclosed in Note 8 of the Notes to Consolidated Financial Statements, effective March 1, 2004, the business operations and operating assets of the Company were acquired by Psychiatric Solutions, Inc.

Crowe Chizek and Company LLC

Chicago, Illinois
March 26, 2004

1.


Table of Contents

BRENTWOOD HEALTH MANAGEMENT, LLC
CONSOLIDATED BALANCE SHEET
December 31, 2003

         
ASSETS
       
Current assets
       
Cash and cash equivalents
  $ 1,121,006  
Patient accounts receivable, less allowance for doubtful receivables of $352,700
    3,042,670  
Estimated third-party payor settlements
    1,796,000  
Prepaids and other current assets
    559,527  
 
   
 
 
Total current assets
    6,519,203  
Equipment
       
Equipment
    2,339,089  
Less accumulated depreciation
    1,128,432  
 
   
 
 
 
    1,210,657  
Other assets
    266,006  
 
   
 
 
Total assets
  $ 7,995,866  
 
   
 
 
LIABILITIES AND MEMBERS’ EQUITY
       
Current liabilities
       
Revolving line of credit
  $ 146,926  
Note payable
    50,000  
Current portion of capitalized lease obligations
    91,655  
Accounts payable
    457,448  
Salaries and benefits payable
    1,368,044  
Other accrued liabilities
    403,703  
Estimated third-party payor settlements
    447,534  
 
   
 
 
Total current liabilities
    2,965,310  
Long-term capitalized lease obligations, less current portion
    68,117  
Minority interest
    150,158  
Members’ equity
    4,812,281  
 
   
 
 
Total liabilities and members’ equity
  $ 7,995,866  
 
   
 
 

See accompanying notes to consolidated financial statements.

2.


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BRENTWOOD HEALTH MANAGEMENT, LLC
CONSOLIDATED STATEMENT OF OPERATIONS AND MEMBERS’ EQUITY
Year ended December 31, 2003

         
Revenue
       
Net patient service revenue
  $ 30,198,891  
Management fee revenue
    1,226,500  
 
   
 
 
 
    31,425,391  
Operating Expenses
       
Salaries, wages and employee benefits
    16,912,999  
Professional fees
    653,350  
Supplies
    1,718,668  
Contracted services
    1,021,206  
Insurance
    692,158  
Rentals and leases
    2,110,056  
Other
    2,267,472  
Provision for bad debts
    1,834,981  
Depreciation and amortization
    419,437  
Interest expense
    38,614  
 
   
 
 
 
    27,668,941  
 
   
 
 
Income before minority interest
    3,756,450  
Minority interest
    150,158  
 
   
 
 
Net income
    3,606,292  
Members’ equity at beginning of year
    1,205,989  
 
   
 
 
Members’ equity at end of year
  $ 4,812,281  
 
   
 
 

See accompanying notes to consolidated financial statements.

3.


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BRENTWOOD HEALTH MANAGEMENT, LLC
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended December 31, 2003

         
Operating activities
       
Net income
  $ 3,606,292  
Adjustments to reconcile net income to net cash provided by continuing operating activities
       
Provision for bad debts
    1,834,981  
Depreciation and amortization
    419,437  
Minority interest
    150,158  
Changes in operating assets and liabilities
       
Accounts receivable
    (1,924,875 )
Prepaids and other current assets
    37,971  
Accounts payable
    (706,540 )
Salaries and benefits payable
    350,045  
Other accrued liabilities and estimated third-party payor settlements
    (1,961,722 )
 
   
 
 
Net cash provided by operating activities
    1,805,747  
Investing activities
       
Capital expenditures
    (533,480 )
Financing activities
       
Net borrowings on revolving line of credit
    146,926  
Principal payments on long-term debt
    (573,391 )
 
   
 
 
Net cash used in financing activities
    (426,465 )
 
   
 
 
Change in cash and cash equivalents
    845,802  
Cash and cash equivalents at beginning of year
    275,204  
 
   
 
 
Cash and cash equivalents at end of year
  $ 1,121,006  
 
   
 
 
Supplemental cash flow information
       
Cash paid for interest during the year
  $ 38,614  

See accompanying notes to consolidated financial statements.

4.


Table of Contents

BRENTWOOD HEALTH MANAGEMENT, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business: Brentwood Health Management, LLC (the “Company”) operates two hospital facilities that provide psychiatric care to children, adolescents and adults. The hospitals operated by the Company are Brentwood Behavioral Health (“BBH”) located in Jackson, Mississippi and Brentwood, A Behavioral Health Company (“BABHC”) located in Shreveport, Louisiana. The Company also manages psychiatric care programs for other institutions.

Basis of Consolidation: The consolidated financial statements include the accounts of the Company and its two majority-owned subsidiaries, BBH and BABHC. All significant intercompany balances and transactions are eliminated in consolidation.

Use of Estimates: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates and assumptions may change in the near future resulting in different actual results. Estimates that are more susceptible to change in the near term are the allowances for contractual adjustments, the allowance for doubtful receivables and estimated third-party payor settlements.

Net Patient Service Revenue: Patient service revenue is reported on the accrual basis in the period in which services are provided, at established rates, regardless of whether collection in full is expected. Net 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 facilities and the differences (contractual allowances) are reported as deductions from patient service revenue at the time the service is rendered. The effect of other arrangements with third-party payors for providing services at less than established rates is also reported as deductions from patient service revenue.

Total patient service revenue by payor for the year ended December 31, 2003 is as follows:

         
    Revenue
Medicare
    16.3 %
Medicaid
    33.9  
Blue Cross Blue Shield
    11.4  
HMO/PPO
    30.5  
Other
    7.9  
 
   
 
 
 
    100.0 %
 
   
 
 

(Continued)

5.


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BRENTWOOD HEALTH MANAGEMENT, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company provides care without charge to patients who are financially unable to pay for the health care services they receive. Because the Company does not pursue collection of amounts determined to qualify as charity care, they are not reported in revenues. Settlements under cost reimbursement agreements with third-party payors are estimated and recorded in the period in which the related services are rendered and are adjusted in future periods as final settlements are determined. Final determination of amounts earned under the Medicare and Medicaid programs often occur in subsequent years because of audits by the programs, rights of appeal and the application of numerous technical provisions.

Management Fee Revenue: Management fee revenue is reported on the accrual basis in the period management services are provided. The Company receives contractually determined management fees from independent hospitals and clinics for providing psychiatric management and development services.

Cash and Cash Equivalents: Cash and cash equivalents consists of demand deposits held at financial institutions. The Company places its cash in financial institutions that are federally insured and limits the amount of credit exposure with any one financial institution.

Patient Accounts Receivable: Patient accounts receivable vary according to the type of service being provided. Patient accounts receivable are comprised of patient service revenue which is recorded net of contractual adjustments and allowances. Such amounts are owed by various third-party payors, insurance companies and private pay patients. The composition of patient accounts receivable at December 31, 2003 is as follows:

         
    Accounts
    Receivable
Medicare
    15.5 %
Medicaid
    21.7  
Blue Cross Blue Shield
    16.2  
HMO/PPO
    27.7  
Other
    18.9  
 
   
 
 
 
    100.0 %
 
   
 
 

(Continued)

6.


Table of Contents

BRENTWOOD HEALTH MANAGEMENT, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Allowance for Doubtful Receivables: The allowance for doubtful receivables is determined by management based upon the Company’s historical losses, specific patient circumstances and general economic conditions. Periodically, management evaluates patient accounts receivable and adjusts the allowance based on current circumstances, and charges off uncollectible receivables against the allowance when all attempts to collect the receivable are deemed to have failed in accordance with the Company’s collection policy.

Equipment: Equipment is stated at cost and depreciation is computed using the straight-line method over the useful lives of the assets, which range from 2 to 20 years for equipment.

Risk Management: The Company carries general and professional liability insurance from an unrelated commercial insurance carrier. The Company maintains a claims-made policy under which it is insured for per occurrence losses up to $1,000,000 with policy limits of $3,000,000 in the aggregate. The Company also carries workers’ compensation insurance from an unrelated commercial insurance carrier. The Company’s experience with workers’ compensation claims has been insignificant. The Company believes that adequate provision has been made for workers compensation and professional and general liability risks.

Minority Interest: The portion of net income related to the minority member of $150,158 has been deducted in the accompanying consolidated statement of operations and members’ equity. The minority member’s interest in the Company is reflected as a liability under the caption “minority interest” on the accompanying consolidated balance sheet, and is summarized as follows:

         
Minority interest at beginning of year
  $  
Minority interest in earnings
    150,158  
 
   
 
 
Minority interest at end of year
  $ 150,158  
 
   
 
 

Income Taxes: The Company is taxed as a partnership and is therefore not subject to income taxes. As such, in lieu of corporate income taxes, the Members are taxed on their proportionate share of the Company’s taxable income.

NOTE 2 – REVOLVING LINE OF CREDIT

The revolving line of credit represents borrowings on a $250,000 bank line-of-credit which expires December 31, 2004. Interest is payable monthly at the lender’s prime rate (4% at December 31, 2003). The line of credit is secured by the Company’s patient accounts receivable.

(continued)

7.


Table of Contents

BRENTWOOD HEALTH MANAGEMENT, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

NOTE 3 – NOTE PAYABLE

The $50,000 note payable is due February 15, 2004 and is unsecured. Interest is payable monthly at 4.25%.

NOTE 4 – SELF-FUNDED HEALTH INSURANCE

The Company provides a group health insurance plan for its employees. The Company has stop-loss insurance to reduce its exposure under this plan. The plan includes $40,000 specific stop-loss insurance per individual per year. An accrual for self insurance of $132,000 has been recorded at December 31, 2003. This accrual is provided based on management’s evaluation of the nature and severity of claims after taking into consideration third-party evaluations, and the Company’s historical claims experience.

NOTE 5 – LEASES

Capital Leases: The Company leases certain equipment under leases that qualify as capital leases. The cost of equipment capitalized under capital lease obligations and the related accumulated amortization as of December 31, 2003 are as follows:

         
Equipment cost
  $ 120,675  
Accumulated amortization
    (120,675 )

At December 31, 2003, future minimum lease payments under these capitalized lease obligations are as follows:

         
2004
  $ 101,174  
2005
    71,086  
 
   
 
 
 
    172,260  
Less, amount representing interest
    12,488  
 
   
 
 
Present value of minimum lease Payments (including current portion of, $91,655)
  $ 159,772  
 
   
 
 

(Continued)

8.


Table of Contents

BRENTWOOD HEALTH MANAGEMENT, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

NOTE 5 – LEASES (Continued)

Operating Leases: The Company also leases facilities and minor equipment under operating leases from various parties. The hospital facilities are leased from related parties and these related party leases require annual payments of $900,000 for each facility through 2010. The future minimum lease payments for operating leases are as follows:

         
2004
  $ 1,956,541  
2005
    1,921,314  
2006
    1,880,805  
2007
    1,872,999  
2008
    1,800,000  
Thereafter
    2,475,000  
 
   
 
 
Total
  $ 11,906,659  
 
   
 
 

Rent expense related to operating leases amounted to $1,978,718 in 2003, including $1,941,985 of related party rent expense.

NOTE 6 – CONTINGENCIES AND HEALTHCARE REGULATION

Contingencies: The Company is subject to various claims and legal actions which arise in the ordinary course of business. The Company has professional liability insurance to protect against such claims or legal actions. In the opinion of management, the ultimate resolution of such matters will be adequately covered by insurance and will not have a material adverse effect on the Company’s financial position or results of operations.

A former patient has filed a lawsuit against the Company related to an alleged incident while a patient in the Company’s facility. Management intends to aggressively defend this matter. Management is unable to estimate the amount or timing of potential damages, if any, that might be awarded to the patient should a verdict go against the Company at trial or be settled prior to trial. There can be no assurance that a potential jury award or settlement amount in this case would not have a material adverse effect on the Company’s financial condition or results of operations. If this case is covered by insurance, the policy has limits of $1 million per claim and $3 million in the aggregate. The insurance carrier has maintained a reservation of rights under the insurance policy and, accordingly, the Company has retained legal counsel in this matter. As stated earlier, any estimate of loss the Company may experience is not determinable at this time.

Management is unaware of any other legal matters asserted or unasserted.

(Continued)

9.


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BRENTWOOD HEALTH MANAGEMENT, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

NOTE 6 – CONTINGENCIES AND HEALTHCARE REGULATION (Continued)

Employment Agreements: The Company has employment agreements with seven individuals, including its chief executive officer, medical director, and five physicians. The employment agreements provide for a base salary and six of the agreements provide for incentive compensation tied to objective criteria established by the Company’s board of directors. The agreements have one year terms, subject to automatic annual renewals, except for the agreement for the chief executive officer which has a four-year term expiring May 2004. In addition, the agreements generally provide for some type of severance payments following cessation of employment.

Current Operations: Final determination of amounts earned under prospective payment and cost-reimbursement activities is subject to review by appropriate governmental authorities or their agents. In the opinion of the Company’s management, adequate provision has been made for any adjustments that may result from such reviews.

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medicaid programs.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company is related with other entities through common ownership. A summary of transactions with related entities for the year ended December 31, 2003 follows:

         
Building Rent
  $ 1,865,985  
 
   
 
 
Bed Lease Expense
  $ 76,000  
 
   
 
 
Professional Fees
  $ 8,500  
 
   
 
 

NOTE 8 – SUBSEQUENT EVENT

Effective March 1, 2004 the Company sold the business operations and operating assets to Psychiatric Solutions, Inc.

10.


Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     The following table sets forth the unaudited pro forma condensed combined financial data for Psychiatric Solutions, Inc. (the “Company”) and Brentwood Health Management, LLC (“Brentwood”), as a combined company, giving effect to the acquisition as if it occurred on the date indicated and after giving effect to the pro forma adjustments discussed herein. The unaudited pro forma condensed combined balance sheet as of December 31, 2003 has been derived from the Company’s and Brentwood’s historical balance sheets, adjusted to give effect to the acquisition as if it occurred on December 31, 2003. The pro forma condensed combined income statement for the year ended December 31, 2003 gives effect to the acquisition as if it occurred on January 1, 2003.

     The adjustments necessary to fairly present the unaudited pro forma condensed combined financial information have been made based on available information and in the opinion of management are reasonable. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma condensed combined financial information. The pro forma adjustments are preliminary and revisions to the preliminary purchase price allocations may have a significant impact on the pro forma adjustments.

     The unaudited pro forma condensed financial information is for comparative purposes only and does not purport to represent what our financial position or results of operations would actually have been had the events noted above in fact occurred on the assumed dates or to project our financial position or results of operations for any future date or future period.

Unaudited Pro Forma Condensed Combined Balance Sheet
December 31, 2003

                                 
    Psychiatric           Pro Forma   Pro Forma
    Solutions
  Brentwood
  Adjustments
  Combined
ASSETS
Current assets:
                               
Cash
  $ 44,832     $ 1,121     $ (12,121 )(1)   $ 33,832  
Accounts receivable
    60,055       3,043             63,098  
Prepaids and other
    8,529       2,355       (1,957 )(2)     8,927  
 
   
 
     
 
     
 
     
 
 
Total current assets
    113,416       6,519       (14,078 )     105,857  
Property and equipment, net
    149,757       1,211       25,085 (3)     176,053  
Cost in excess of net assets acquired
    68,970             630 (3)     69,600  
Contracts, net
    2,850                   2,850  
Other assets
    13,642       266       (244 )(4)     13,664  
 
   
 
     
 
     
 
     
 
 
Total assets
  $ 348,635     $ 7,996     $ 11,393     $ 368,024  
 
   
 
     
 
     
 
     
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
                               
Accounts payable and accrued expenses
  $ 45,447     $ 2,677     $ (448 )(5)   $ 47,676  
Current portion of long-term debt
    1,023       289       (197 )(6)     1,115  
 
   
 
     
 
     
 
     
 
 
Total current liabilities
    46,470       2,966       (645 )     48,791  
Long-term debt, less current portion
    173,980       68       17,000 (7)     191,048  
Other liabilities
    11,541       150       (150 )(8)     11,541  
 
   
 
     
 
     
 
     
 
 
Total liabilities
    231,991       3,184       16,205       251,380  
Series A convertible preferred stock
    25,316                   25,316  
Stockholders’ equity:
                               
Common stock
    119                   119  
Additional paid-in capital
    91,423                   91,423  
Other stockholders’ (deficit) equity
    (214 )     4,812       (4,812 )(9)     (214 )
 
   
 
     
 
     
 
     
 
 
Total stockholders’ equity
    91,328       4,812       (4,812 )     91,328  
 
   
 
     
 
     
 
     
 
 
Total liabilities and stockholders’ equity
  $ 348,635     $ 7,996     $ 11,393     $ 368,024  
 
   
 
     
 
     
 
     
 
 

 


Table of Contents

Unaudited Pro Forma Condensed Combined Income Statement
For the year ended December 31, 2003

                                 
    Psychiatric           Pro Forma   Pro Forma
    Solutions
  Brentwood
  Adjustments
  Combined
Revenue
  $ 293,665     $ 31,425     $     $ 325,090  
Salaries, wages and employee benefits
    153,498       16,913             170,411  
Professional fees
    33,293       653             33,946  
Supplies
    17,074       1,719             18,793  
Rentals and leases
    4,109       2,110       (1,942 )(10)     4,277  
Other operating expenses
    44,569       3,981             48,550  
Provision for bad debts
    6,315       1,835             8,150  
Depreciation and amortization
    5,754       419       555 (11)     6,728  
Interest expense
    14,781       39       1,360 (12)     16,180  
Loss on refinancing long-term debt
    4,856                   4,856  
Change in valuation of put warrants
    960                   960  
Change in reserve of stockholder notes
    (545 )                 (545 )
Minority interest
          150       (150 )(13)      
 
   
 
     
 
     
 
     
 
 
 
    284,664       27,819       (177 )     312,306  
 
   
 
     
 
     
 
     
 
 
Income before income taxes
    9,001       3,606       177       12,784  
Provision for income taxes
    3,785             1,438 (14)     5,223  
 
   
 
     
 
     
 
     
 
 
Net income
    5,216       3,606       (1,261 )     7,561  
Accrued preferred stock dividends
    811                   811  
 
   
 
     
 
     
 
     
 
 
Net income available to common stockholders
  $ 4,405     $ 3,606     $ (1,261 )   $ 6,750  
 
   
 
     
 
     
 
     
 
 
Earnings per share:
                               
Basic
  $ 0.53                     $ 0.81  
 
   
 
                     
 
 
Diluted
  $ 0.44                     $ 0.64  
 
   
 
                     
 
 
Shares used in computing per share amounts:
                               
Basic
    8,370                       8,370  
Diluted
    11,749                       11,749  

 


Table of Contents

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Dollars in thousands)

(1)   Excludes Brentwood’s cash on hand of $1,121 because this was not purchased by the Company. Also, includes $11,000 cash paid for the acquisition of Brentwood by the Company.
 
(2)   Excludes estimated third party payor settlements of $1,796 and certain prepaid items of $161 not purchased by the Company.
 
(3)   As part of the acquisition of Brentwood, the Company purchased the buildings and land that had been previously leased by Brentwood. As fixed asset appraisals of the buildings and land have not been completed, we have estimated their value at $25,085. The preliminary estimated purchase price is as follows:

         
Total assets acquired by the Company:
       
Total assets of Brentwood at December 31, 2003
  $ 7,996  
Estimated value of land and building acquired
    25,085  
Less cash, prepaids and other assets not acquired by the Company
    (3,322 )
 
   
 
 
Total assets acquired by the Company
    29,759  
Brentwood liabilities assumed
    (2,389 )
Goodwill/unallocated purchase price
    630  
 
   
 
 
Total preliminary estimated purchase price
  $ 28,000  
 
   
 
 

(4)   Excludes other assets of $244 not acquired by the Company.
 
(5)   Excludes estimated third party settlements of $448 not assumed by the Company.
 
(6)   Excludes debt of $197 not assumed by the Company.
 
(7)   Includes $17,000 drawn by the Company on its revolving line of credit to purchase Brentwood.
 
(8)   Eliminates $150 of Brentwood’s pre-acquisition minority interest.
 
(9)   Eliminates $4,812 of Brentwood’s pre-acquisition stockholders’ equity.
 
(10)   Eliminates related party rent payments of $1,942 for land and buildings purchased by the Company as part of the acquisition.
 
(11)   Increases depreciation expense by $555 to reflect the purchase of land and buildings by the Company.
 
(12)   Reflects additional interest expense of $1,360 for $17,000 of the purchase price borrowed through the Company’s revolving line of credit.
 
(13)   Eliminates minority interest of $150.
 
(14)   Reflects additional income tax provision of $1,438.

 

EX-23.1 2 g89112exv23w1.txt EX-23.1 CONSENT OF CROWE CHIZEK AND COMPANY LLC Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the registration statements of Psychiatric Solutions, Inc. on Form S-3 (File No. 333-111679) and on Form S-8 (File Nos. 333-100635, 333-94983 and 333-38419) and in the related prospectus of our report dated March 26, 2004 related to the consolidated financial statements of Brentwood Health Management, LLC and subsidiaries for the year ended December 31, 2003, included in this Amended Current Report on Form 8-K/A. /s/ Crowe Chizek and Company LLC May 11, 2004 Chicago, Illinois
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