8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 10, 2005

Psychiatric Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-20488	23-2491707
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

840 Crescent Centre Drive, Suite 460, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01. Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-99.1 INVESTOR RELATIONS SLIDESHOW 03/11/05

Item 7.01. Regulation FD Disclosure.

     On March 11, 2005, representatives of Psychiatric Solutions, Inc. (the “Company”) will begin making presentations at investor conferences and other investor meetings using slides containing the information attached to this Form 8-K as Exhibit 99.1. The slides contain non-GAAP financial measures. The Company has provided reconciliations in the slides of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

     The Company expects to use these slides, in whole or in part and possibly with modifications, in connection with presentations to investors, analysts and others during the first quarter of 2005. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

     The information contained in the slides is summary information that is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

     The text of the slides included with this report omits various graphic images included in the actual slides. The Company expects to make copies of the actual slides, including such graphic images, available for viewing at the “Investor Relations” section of its website located at www.psysolutions.com, although the Company reserves the right to discontinue that availability at any time. Some of the matters discussed in this report (including Exhibit 99.1) may constitute forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative thereof or other comparable terminology, or by discussions of strategy, plans or intentions. Without limiting the generality of the preceding statement, all statements in this Form 8-K concerning or relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, the Company, through its senior management, from time to time makes forward-looking public statements concerning the Company’s expected future operations and performance and other developments. These forward-looking statements are necessarily estimates that reflect what the Company believes is reasonable and involve a number of risks and uncertainties. There can be no assurance that the Company’s actual results will not differ materially from the results anticipated in such forward-looking statements. Factors that could cause such differences include, but are not limited to: (1) the Company’s ability to complete the acquisition of 20 impatient psychiatric facilities from Ardent Health Services; (2) potential competition which alters or impedes the Company’s acquisition strategy by decreasing its ability to acquire additional inpatient facilities on favorable terms; (3) the Company’s ability to improve the operations of acquired inpatient facilities, including the inpatient facilities to be acquired from Ardent Heath Services; (4) the ability to maintain favorable and

continuing relationships with physicians who use the Company’s facilities; (5) the ability to receive timely additional financing on terms acceptable to the Company to fund its 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 the operations of the Company with recently acquired operations, including the inpatient facilities to be acquired from Ardent Heath Services. The forward-looking statements herein are qualified in their entirety by the risk factors set forth in the Company’s filings with the SEC, including the factors listed in Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed on December 14, 2004, under the caption “Risk Factors.”

Item 9.01 Financial Statements and Exhibits.

     (a) Financial statements of businesses acquired.

            None required

     (b) Pro forma financial information.

            None required

     (c) Exhibits.

            99.1     Text of Investor Relations Slideshow In Use Beginning March 11, 2005.

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/ Brent Turner
	Brent Turner
	Vice President, Treasurer and Investor Relations

Date: March 10, 2005

INDEX TO EXHIBITS

Exhibit Number		Description of Exhibits
	99.1	Text of Investor Relations Slideshow In Use Beginning March 11, 2005.

EX-99.1

Exhibit 99.1

The Leading Provider of Inpatient Behavioral Healthcare Services NASDAQ: PSYS

Forward Looking Statements Statements contained in this presentation concerning future results, performances or expectations are forward-looking statements that involve risks and uncertainties. Actual results, performance or developments could differ materially from those expressed or implied by those forward-looking statements as a result of known or unknown risks, uncertainties and other factors described from time to time in the Company's filings with the Securities and Exchange Commission, press releases and other communications. The Company assumes no obligation to update information contained in this presentation.

Today's Presenters Joey Jacobs Chairman, President and Chief Executive Officer Brent Turner Vice President, Treasurer and Investor Relations

Psychiatric Solutions ("PSI") to acquire Behavioral Healthcare Corporation ("BHC"), a wholly-owned subsidiary of Ardent Health Services ("Ardent") $560 million in cash and stock $500 million cash $60 million in shares of PSI common shares (the "Stock Consideration"), subject to a collar The number of PSI shares to be issued either will fluctuate within a $33.90 - $45.86 range of PSI's stock price (the "Collar"), or will be fixed outside of the Collar (1.308 - 1.770 million shares) Transaction subject to HSR and other regulatory approvals Second Quarter of 2005 Description: Transaction Overview Consideration: Required Approvals: Expected Closing:

Joey Jacobs Chairman, President and Chief Executive Officer

Ardent - Behavioral Healthcare Corporation (BHC) BHC is the behavioral healthcare division of Ardent Health Services BHC is the third largest inpatient provider of behavioral healthcare services in the U.S. Owns and operates 20 facilities with 1,997 beds Current bed mix is 71% Acute / 29% RTC Market leading facilities, the majority of which are sole market providers Offers a full continuum of behavioral healthcare services Proven development efforts 2004 Adjusted Revenue and Adjusted EBITDA of $302.0 million and $50.5 million, respectively

Creates the clear leader in the inpatient behavioral healthcare sector Highly attractive assets with long track records of clinical and financial performance Enhances operational, financial and geographic scale Highly complementary business with limited integration risk Accelerates our expansion in the highly attractive inpatient behavioral healthcare industry Significant future upside at acquired facilities Acquisition Rationale + Behavioral Health

Leading National Presence PSI's Facilities BHC's Facilities Headquarters National Footprint Key Statistics Largest provider of inpatient behavioral healthcare in the U.S. Combined company will have approximately an 11% national market share in a fragmented industry Expands operations from 19 to 27 states PSI will grow from 34 to 54 facilities and from 4,337 to 6,334 beds Pro forma bed mix of approximately 57% Acute / 43% RTC Pro forma payor mix 34% Medicaid, 11% Medicare and 55% Commercial, Third Party and Other

Established BHC Assets in Strong Markets Washington (1) # Beds Fairfax (Kirkland) 133 Idaho (1) # Beds Intermountain (Boise) 125 California (4) # Beds Alhambra (Rosemead) 85 Fremont (Fremont) 78 Heritage Oaks (Sacramento) 76 Sierra Vista (Sacramento) 72 Nevada (3) # Beds Montevista (Las Vegas) 80 West Hills (Reno) 95 Willow Springs (Reno) 74 New Mexico (1) # Beds Mesilla Valley (Las Cruces) 114 Arkansas (1) # Beds Pinnacle Pointe (Little Rock) 102 Illinois (1) # Beds Streamwood (Streamwood) 233 Indiana (3) # Beds Columbus (Columbus) 70 Meadows (Bloomington) 78 Valle Vista (Greenwood) 88 Ohio (3) # Beds Belmont Pines (Youngstown) 76 Fox Run (St. Clairsville) 93 Windsor (Chagrin) 47 Pennsylvania (1) # Beds Brooke Glen (Fort Washington) 146 Virginia (1) # Beds Cumberland (New Kent) 132

History of Strong Growth 2001 2002 2003 2004 2004 PF Base 0 4 5 24 34 Acquired 4 1 19 10 20 Facility Count 2001 2002 2003 2004 2004 PF Base 44 113 293.7 487.2 808.8 Revenue CAGR = 122.9% PSI PF for BHC Acquisition 5 24 34 54 Note: Pro forma Adjusted revenue includes Adjusted 2004 PSI revenue of $506.9 million, adjusted by $19.7 million to give full year effect to acquisitions completed during 2004 and Adjusted 2004 BHC revenue of $302.0 million, adjusted for the add-back of the $3.4 million loss at Brooke Glen facility and the exclusion of $1.4 million of revenue from sold and divested facilities.

2001 2002 2003 2004 2004 PF EBITDA 5.8 12.2 34.8 62.7 118.3 History of Strong Growth EBITDA 2001 2002 2003 2004 Base 0.25 0.42 0.75 1.18 Diluted Earnings per Share CAGR = 121.1% CAGR = 67.7% PSI PF for BHC Acquisition Note: Pro forma Adjusted EBITDA includes Adjusted 2004 PSI EBITDA of $68.9 million, adjusted by $6.2 million to give full year effect to acquisitions completed during 2004 and Adjusted 2004 BHC EBITDA of $50.5 million, adjusted for the add-back of the $3.4 million loss at Brooke Glen facility and the exclusion of $1.4 million of EBITDA from sold and divested facilities. Includes an additional $1.0 million of corporate overhead that PSI will incur as a result of the transaction.

Highly Attractive Industry Inpatient behavioral segment = $13.9 billion in 2003 Estimated 50 million people in the United States with diagnosable mental disorders 4 of the 10 leading causes of disability in the United States are mental disorders Capacity rationalization in the early 90's created a supply / demand imbalance Stabilized pricing and inpatient ALOS combined with increased admissions and occupancy trends Medicare PPS positive impact to freestanding providers

Brent Turner Vice President, Treasurer and Investor Relations

Sources and Uses Transaction Summary Total consideration will be $560 million, consisting of $500 million in cash and $60 million in PSI stock, subject to a collar 1.8 million shares at bottom of collar; 1.3 million shares at top of collar Valuation BHC 2004 Adjusted Revenue and Adjusted EBITDA adjusted for the add-back of the $3.4 million loss at Brooke Glen facility and the exclusion of $1.4 million of EBITDA from sold and divested facilities. ($ in millions) Purchase Price $560.0 Multiple 2004 Adj. Revenue (1) $302.0 1.85x 2004 Adj. EBITDA (1) 50.5 11.1

Pro Forma Capitalization PSI 12/31/04 balance sheet adjusted for $50 million equity clawback of 10 5/8% Senior Subordinated Notes completed in January 2005. PSI LTM Adjusted EBITDA adjusted by $6.2 million to give full year effect to acquisitions completed during 2004 Pro forma Adjusted LTM EBITDA adjusted for the add-back of the $3.4 million loss at Brooke Glen facility and the exclusion of $1.4 million of EBITDA from sold and divested facilities. Includes an additional $1.0 million of corporate overhead that PSI will incur as a result of the transaction. PSI 12/31/04 Adj.(1) Transaction Adjustments PSI 12/31/04 PF

BHC Historical Performance BHC has generated strong revenue and EBITDA growth Net Revenue EBITDA DSOs 2002 2003 2004 PSI 241.9 267.6 302 2002 2003 2004 PSI 40.7 47.2 50.5 2002 2003 2004 PSI 69 64 58 CAGR = 11.7% CAGR = 11.3% Note: 2004 Adjusted Revenue and Adjusted EBITDA adjusted for the add-back of the $3.4 million loss at Brooke Glen facility and the exclusion of $1.4 million of EBITDA from sold and divested facilities.

Pro Forma Financials 2001 2002 2003 2004 PSI 44 113.9 293.7 506.9 BHS 224 241.9 267.6 302 Pro Forma Revenue 2001 2002 2003 2004 PSI 5.8 12.2 34.8 68.9 BHS 27.8 40.7 47.2 50.5 Pro Forma EBITDA CAGR = 44.5% CAGR = 52.6% Note: Pro forma Adjusted revenue includes Adjusted 2004 PSI revenue of $506.9 million, adjusted by $19.7 million to give full year effect to acquisitions completed during 2004 and Adjusted 2004 BHC revenue of $302.0 million, adjusted for the add-back of the $3.4 million loss at Brooke Glen facility and the exclusion of $1.4 million of revenue from sold and divested facilities. Note: Pro forma Adjusted EBITDA includes Adjusted 2004 PSI EBITDA of $68.9 million, adjusted by $6.2 million to give full year effect to acquisitions completed during 2004 and Adjusted 2004 BHC EBITDA of $50.5 million, adjusted for the add-back of the $3.4 million loss at Brooke Glen facility and the exclusion of $1.4 million of EBITDA from sold and divested facilities.

Before the acquisition, our guidance for 2005 EPS was $1.43 - $1.50 We expect the acquisition to be significantly accretive and are raising our guidance for 2005 EPS to $1.57 - $1.62, reflecting a closing in the second quarter of 2005 Additionally, we are establishing guidance for 2006 EPS at $1.97 - $2.05 Revised Earnings Estimates Note: This guidance assumes the completion of this transaction occurs in early May and does not include the impact of an expected charge of approximately $7 million in the first quarter of 2005 related to the early retirement of $50 million of the Company's senior subordinated notes or of the expected adoption of FASB Statement No. 123R in the third quarter of 2005. In addition, this guidance does not include any impact from additional future acquisitions.

The Leading Provider of Inpatient Behavioral Healthcare Services NASDAQ: PSYS