-----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, IEfTeLKdWvlxZcqGTW2hMmBdvYAlT6dq/OZkH2BNcXMBU2CiLBy70W5WMtA/r0lV PGDhi2U7l8q7n0SSxvyfig== 0000950144-05-006538.txt : 20050615 0000950144-05-006538.hdr.sgml : 20050615 20050615172517 ACCESSION NUMBER: 0000950144-05-006538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050614 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20488 FILM NUMBER: 05898378 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 1 g95866e8vk.htm PSYCHIATRIC SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS, INC.
Table of Contents

 
 

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): June 15, 2005 (June 14, 2005)

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
(IRS Employer
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 PRESS RELEASE
EX-99.2 EXECUTIVE SUMMARY - TRANSACTION OVERVIEW
EX-99.3 EXECUTIVE SUMMARY - HISTORICAL FINANCIAL INFORMATION
EX-99.4 PRO FORMA FINANCIAL INFORMATION

Table of Contents

Item 7.01. Regulation FD Disclosure.

     On June 14, 2005, Psychiatric Solutions, Inc. (the “Company”) issued a press release announcing the Company’s plans for the financing of the acquisition of 20 inpatient psychiatric facilities from Ardent Health Services LLC. The press release is furnished herewith as Exhibit 99.1 hereto and is incorporated herein by reference.

     The Company is filing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.2 through Exhibit 99.4 to this report. This information, which has not been previously reported to the public, is disclosed in a confidential information memorandum that is being furnished to prospective lenders in connection with the Company’s proposed amended and restated senior secured credit facilities.

     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.

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   Press Release of Psychiatric Solutions, Inc., dated June 14, 2005 (furnished and not filed herewith pursuant to Item 7.01).
 
  99.2   The section of the confidential information memorandum entitled “Executive Summary – Transaction Overview – Pro Forma Capitalization.”
 
  99.3   The section of the confidential information memorandum entitled “Historical Financial Information – Behavioral Healthcare Corporation’s Historical Financial Information.”
 
  99.4   Unaudited Pro Forma Condensed Combined Financial Information.

 

Table of Contents

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: June 15, 2005

 

Table of Contents

INDEX TO EXHIBITS

     
Exhibit Number   Description of Exhibits
99.1
  Press Release of Psychiatric Solutions, Inc., dated June 14, 2005 (furnished and not filed herewith pursuant to Item 7.01).
 
    
99.2
  The section of the confidential information memorandum entitled “Executive Summary – Transaction Overview – Pro Forma Capitalization.”
 
    
99.3
  The section of the confidential information memorandum entitled “Historical Financial Information – Behavioral Healthcare Corporation’s Historical Financial Information.”
 
    
99.4
  Unaudited Pro Forma Condensed Combined Financial Information.

 

EX-99.1 2 g95866exv99w1.txt EX-99.1 PRESS RELEASE Exhibit 99.1 [PSYCHIATRIC SOLUTIONS, INC. LOGO] CONTACT: Brent Turner Vice President, Treasurer and Investor Relations (615) 312-5700 PSYCHIATRIC SOLUTIONS ANNOUNCES THE LAUNCHING OF ITS FINANCING TO ACQUIRE 20 INPATIENT PSYCHIATRIC FACILITIES FROM ARDENT HEALTH SERVICES FRANKLIN, Tenn. (June 14, 2005) - Psychiatric Solutions, Inc. ("PSI") (NASDAQ: PSYS) today announced the launch of its amended and restated $475 million Senior Secured Credit Facilities. Proceeds from these facilities, in conjunction with the proceeds from a proposed $150 million Senior Subordinated Notes issuance, will be used to fund a portion of the acquisition of 20 inpatient psychiatric facilities from Ardent Health Services, to pay fees and expenses related to the acquisition and for general corporate purposes. The amended and restated facilities include a $325 million term loan facility maturing in 2012 and a $150 million revolving credit facility maturing on December 21, 2009. These facilities will be guaranteed by all of PSI's subsidiaries, other than PSI Surety, Inc., certain HUD financing subsidiaries and certain immaterial subsidiaries, and will be secured by substantially all of the real and personal property of PSI and its subsidiaries (other than the assets of PSI Surety, Inc., certain HUD financing subsidiaries and certain immaterial subsidiaries). The Senior Subordinated Notes will be unsecured senior subordinated indebtedness of PSI guaranteed on a senior subordinated basis by all of PSI's subsidiaries, other than PSI Surety, Inc., certain HUD financing subsidiaries and certain immaterial subsidiaries. The Senior Subordinated Notes will be sold to qualified institutional buyers in reliance on Rule 144A, and outside the United States in compliance with Regulation S under the Securities Act. The Senior Subordinated Notes initially will not be registered under the Securities Act of 1933 or state securities laws and may not be offered or sold in the United States without registration unless an exemption from such registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Senior Subordinated Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements other than those made solely with respect to historical fact and are based on the intent, belief or current expectations of PSI and its management. PSI's business and operations are subject to a variety of risks and uncertainties that might cause actual results to differ materially from those projected by any forward-looking statements. Factors that could cause such differences include, but are not limited to: (1) PSI's ability to complete the - MORE - PSYS Announces Launch of Financing Page 2 June 14, 2005 acquisition of 20 inpatient psychiatric facilities from Ardent Health Services; (2) potential competition which alters or impedes PSI's acquisition strategy by decreasing PSI's ability to acquire additional inpatient facilities on favorable terms; (3) the ability of PSI 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 PSI's facilities; (5) the ability to receive timely additional financing on terms acceptable to PSI to fund PSI's 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 PSI 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 PSI's filings with the Securities and Exchange Commission, including the factors listed in PSI's Annual Report on Form 10-K for 2004 filed on March 15, 2005, under the caption "Risk Factors." PSI undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. Psychiatric Solutions, Inc. offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its operation of 34 owned or leased freestanding psychiatric inpatient facilities with more than 4,000 beds. The Company also manages freestanding psychiatric inpatient facilities for government agencies and psychiatric inpatient units within medical/surgical hospitals owned by others. -END- EX-99.2 3 g95866exv99w2.txt EX-99.2 EXECUTIVE SUMMARY - TRANSACTION OVERVIEW Exhibit 99.2 PRO FORMA CAPITALIZATION The following table reflects the pro forma capitalization after the Acquisition, assuming the transaction closed on March 31, 2005: PRO FORMA CAPITALIZATION
AS OF MARCH 31, 2005 ------------------------------------------------ ($ in millions) PSI ADJUSTMENTS PRO FORMA AS ADJUSTED ------ ----------- --------------------- Cash and Cash Equivalents $ 14.5 ($ 9.5) $ 5.0 Amended and Restated Revolving Credit Facility $ 30.0 $ 35.5 $ 65.5 New Term Loan B -- 325.0 325.0 HUD Financing and Other Senior Secured Debt 24.0 -- 24.0 ------ ------ TOTAL SENIOR SECURED DEBT $ 54.0 $414.5 TOTAL SENIOR DEBT $ 54.0 $414.5 New Senior Subordinated Notes -- 150.0 150.0 Existing 10.625% Senior Subordinated Notes due 2013 100.0 -- 100.0 ------ ------ TOTAL DEBT $154.0 $664.5 Stockholders' Equity 248.6 49.9 298.5 ------ ------ TOTAL CAPITALIZATION $402.5 $963.0 SELECTED OPERATING AND CREDIT STATISTICS LTM Pro Forma Adjusted EBITDA $ 69.6 $122.5 Senior Secured Debt / LTM Pro Forma Adjusted EBITDA 0.8x 3.4x Senior Debt / LTM Pro Forma Adjusted EBITDA 0.8 3.4 Total Debt / LTM Pro Forma Adjusted EBITDA 2.2 5.4 Total Debt / Total Capitalization 38.2% 69.0%
EX-99.3 4 g95866exv99w3.txt EX-99.3 EXECUTIVE SUMMARY - HISTORICAL FINANCIAL INFORMATION Exhibit 99.3 BEHAVIORAL HEALTHCARE CORPORATION The following historical financial results of Behavioral Healthcare Corporation are unaudited, preliminary and subject to change upon completion of an audit. HISTORICAL FINANCIAL RESULTS - BHC
TWELVE MONTHS ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31, ---------------------------------- ---------------------------- ($ in millions) 2002 2003 2004 2004 2005 LTM 3/31/05 - --------------- -------- -------- -------- ------- -------- ----------- REVENUE $ 241.9 $ 267.6 $ 294.3 $ 73.1 $ 79.9 $ 301.1 Salaries/Wages $ 134.3 $ 148.4 $ 167.2 $ 41.3 $ 44.4 $ 170.4 Professional Fees 28.3 29.2 32.7 8.1 7.7 32.4 Supplies 13.5 14.5 15.6 3.8 4.1 15.9 Rentals/Leases 5.2 5.5 5.9 1.4 1.3 5.8 Provision for Bad Debts 6.0 6.2 7.2 2.1 2.6 7.7 Other Operating Expenses 12.6 13.1 14.8 3.2 3.4 14.9 Depreciation and Amortization 2.2 2.5 3.7 0.4 1.2 4.4 Interest Expense, Net 8.5 4.9 2.9 1.7 (0.9) 0.2 Management Fees 18.4 12.3 16.5 4.3 3.2 15.4 Impairment / Restructuring 0.1 - - - - - Loss (Gain) on Divestitures (1.2) (0.6) - - - - Other Expenses 6.0 6.2 7.1 1.6 1.8 7.2 -------- -------- -------- ------- ------- -------- TOTAL EXPENSES $ 233.9 $ 242.2 $ 273.6 $ 68.0 $ 68.8 $ 274.3 Income from Continuing Operations before Income Taxes $ 8.0 $ 25.4 $ 20.7 $ 5.1 $ 11.2 $ 26.7 Provision for Income Taxes 4.3 10.8 9.3 - - 9.3 Discontinued Operations 1.6 1.7 3.9 0.6 0.2 3.5 NET INCOME $ 5.2 $ 16.3 $ 15.3 $ 5.7 $ 11.3 $ 20.9 -------- -------- -------- ------- ------- -------- ADJUSTED EBITDA $ 35.9 $ 44.5 $ 43.7 $ 11.6 $ 14.6 $ 46.8 % Margin 14.9% 16.6% 14.9% 15.8% 18.3% 15.5% ADJUSTED EBIT $ 33.7 $ 42.0 $ 40.0 $ 11.1 $ 13.4 $ 42.3 % Margin 13.9% 15.7% 13.6% 15.2% 16.8% 14.1% -------- -------- -------- ------- ------- --------
BEHAVIORAL HEALTHCARE CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF ARDENT HEALTH SERVICES LLC RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA (UNAUDITED) (in thousands)
THREE MONTHS ENDED TWELVE MONTHS ENDED MARCH 31, DECEMBER 31, ---------------------- ----------------------------------- LTM 2005 2004 2004 2003 2002 -------- -------- -------- -------- -------- -------- Income from continuing operations $ 17,413 $ 11,151 $ 5,100 $ 11,362 $ 14,573 $ 3,696 Provision for income taxes 9,340 - - 9,340 10,829 4,310 Interest expense 173 (932) 1,749 2,854 4,940 8,481 Depreciation and amortization 4,421 1,199 442 3,664 2,501 2,203 -------- -------- -------- -------- -------- -------- EBITDA $ 31,347 $ 11,418 $ 7,291 $ 27,220 $ 32,843 $ 18,690 -------- -------- -------- -------- -------- -------- Other expenses: Management Fee paid to Ardent 15,416 3,192 4,259 16,483 12,255 18,373 Impairment / Restructuring - - - - - 78 Loss / (Gain) on Divestiture - - - - (618) (1,208) -------- -------- -------- -------- -------- -------- Total other expenses $ 15,416 $ 3,192 $ 4,259 $ 16,483 $ 11,637 $ 17,243 -------- -------- -------- -------- -------- -------- Adjusted EBITDA (a) $ 46,763 $ 14,610 $ 11,550 $ 43,703 $ 44,480 $ 35,933 ======== ======== ======== ======== ======== ========
(a) EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income (loss) before discontinued operations, interest expense (net of interest income), income taxes, depreciation and amortization. Adjusted EBITDA is defined as net income (loss) before discontinued operations, interest expense (net of interest income), income taxes, depreciation, amortization, stock compensation and other items included in the caption above labeled "Other expenses." These other expenses may occur in future periods but the amounts recognized can very significantly from period to period and do not directly relate to the ongoing operations of our health care facilities. BHC's management relies on EBITDA and adjusted EBITDA as the primary measures to review and assess operating performance of its facilities and their management teams. BHC believes it is useful to investors to provide disclosures of its operating results on the same basis as that used by management. Management and investors also review EBITDA and adjusted EBITDA to evaluate BHC's overall performance and to compare BHC's current operating results with corresponding periods and with other companies in the health care industry. You should not consider EBITDA and 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 principles generally accepted in the United States. Because EBITDA and adjusted EBITDA are not measures of financial performance under accounting principles generally accepted in the United States and are susceptible to varying calculations, they may not be comparable to similarly titled measures of other companies. EX-99.4 5 g95866exv99w4.txt EX-99.4 PRO FORMA FINANCIAL INFORMATION . . . Exhibit 99.4 Unaudited Pro Forma Condensed Combined Financial Information
PF ADJ. ($ in millions) LTM 3/31/05 ----------- SELECTED OPERATING DATA(1): Net Revenue $839.7 % Growth Adjusted EBITDA 122.5 % Margin 14.6% ------
(1) Assumes the Acquisition occurred on March 31, 2005.
RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS TO ADJUSTED LTM EBITDA AND PRO FORMA ADJUSTED LTM EBITDA (UNAUDITED) (in thousands) --------------------------------- PSI BHC PRO FORMA -------- ------- --------- Income from continuing operations $ 20,241 $17,413 $ 37,654 Provision for income taxes 12,494 9,340 21,834 Interest expense 18,031 173 18,204 Depreciation and amortization 10,663 4,421 15,084 Management fee paid to Ardent -- 15,416 15,416 Other expenses: Loss on refinancing long-term debt 6,990 -- 6,990 -------- ------- --------- Total other expenses 6,990 -- 6,990 -------- ------- --------- Adjusted LTM EBITDA (3/31/05)(1) $ 68,419 $46,763 $ 115,182 -------- ------- --------- PSI Adjustments(2): Heartland Healthcare (122) -- (122) Non-Significant Acquisitions 762 -- 762 Acquisition Pro Forma Adjustments 515 -- 515 BHC Adjustments: Brooke Glen Facility(3) -- 1,870 1,870 Fox Run Prior Year Contractuals(4) -- 6,780 6,780 Incremental Corporate Overhead(5) -- -- (2,437) -------- ------- --------- Pro Forma Adjusted LTM EBITDA (3/31/05) $ 69,574 $55,413 $ 122,550 ======== ======= =========
(1) EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income (loss) before discontinued operations, interest expense (net of interest income), income taxes, depreciation and amortization. Adjusted EBITDA is defined as net income (loss) before discontinued operations, interest expense (net of interest income), income taxes, depreciation, amortization, stock compensation and other items included in the caption above labeled "Other expenses." These other expenses may occur in future periods but the amounts recognized can very significantly from period to period and do not directly relate to the ongoing operations of our health care facilities. PSI's management relies on EBITDA and adjusted EBITDA as the primary measures to review and assess operating performance of its facilities and their management teams. PSI believes it is useful to investors to provide disclosures of its operating results on the same basis as that used by management. Management and investors also review EBITDA and adjusted EBITDA to evaluate PSI's overall performance and to compare PSI's current operating results with corresponding periods and with other companies in the health care industry. You should not consider EBITDA and 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 principles generally accepted in the United States. Because EBITDA and adjusted EBITDA are not measures of financial performance under accounting principles generally accepted in the United States and are susceptible to varying calculations, they may not be comparable to similarly titled measures of other companies. (2) Acquisition adjustments represent adding EBITDA from 4/1/04 to acquisition date. (3) Reflects add-back of the LTM loss at Brooke Glen facility caused by temporary loss of Medicare license. (4) Reflects the add-back of prior year contractuals at Fox Run facility against which PSI is not assuming a liability. (5) Corporate overhead represents LTM expenses at Divisional and Corporate levels. -----END PRIVACY-ENHANCED MESSAGE-----