8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 10, 2006

UNIVERSAL HOSPITAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-20086	41-0760940
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

7700 France Avenue South, Suite 275

Edina, Minnesota 55435-5228

(Address of principal executive offices)

(Zip Code)

952-893-3200

(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:

¨ 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 240.13a-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE

On January 10, 2006, Universal Hospital Services, Inc. issued a press release announcing its participation in the JPMorgan Healthcare Conference on January 11, 2006, and the JPMorgan High Yield Conference during the week of February 6, 2006. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Attached as Exhibit 99.2 to this report, and incorporated herein by reference, is a copy of the slide presentation made during the conferences, held on January 11, 2006, and the week of February 6, 2006, to discuss Universal Hospital Services, Inc.’s overall business strategy and financial results through September 30, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits
99.1	Press release issued by Universal Hospital Services, Inc. on January 10, 2006
99.2	Slides presented during Universal Hospital Services, Inc.’s presentation at the JPMorgan Healthcare Conference held on January 11, 2006, and the JP Morgan High Yield Conference held the week of February 6, 2006

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Universal Hospital Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 10, 2006	UNIVERSAL HOSPITAL SERVICES, INC.
	By:	/s/ Rex T. Clevenger
		Rex T. Clevenger
		Senior Vice President and
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Universal Hospital Services, Inc. on January 10, 2006
99.2	Slides presented during Universal Hospital Services, Inc.’s presentation at the JPMorgan Healthcare Conference held on January 11, 2006, and the JPMorgan High Yield Conference held the week of February 6, 2006

4

EX-99.1

Exhibit 99.1

CONTACT:	Andy Weaver
	Controller and Chief Accounting Officer
	Universal Hospital Services, Inc.
	(952) 893-3248

Universal Hospital Services, Inc. to Present at the JPMorgan Annual

Healthcare Conference

EDINA, Minn.—(BUSINESS WIRE)—Jan. 10, 2006—Universal Hospital Services, Inc., a leader in medical equipment lifecycle services, today announced that President and CEO, Gary Blackford, will present at the JPMorgan Annual Healthcare Conference in San Francisco, CA on Wednesday, January 11, 2006, at 4:30 P.M. Eastern Standard Time. In addition, the company also announced that Senior Vice-President and CFO, Rex Clevenger will present at the JPMorgan High Yield Conference in New York, NY during the week of February 6.

The presentation used to facilitate the discussions can be accessed by visiting the company’s website, www.uhs.com and clicking on “Financials” and then on “Presentations.”

About Universal Hospital Services, Inc.

Based in Edina, Minnesota, Universal Hospital Services, Inc. is a leading medical equipment lifecycle services company. UHS offers comprehensive solutions that maximize utilization, increase productivity and support optimal patient care resulting in capital and operational efficiencies. UHS currently operates through more than 75 offices, serving customers in all 50 states and the District of Columbia.

Universal Hospital Services, Inc.

7700 France Avenue South

Suite 275

Edina, MN 55435-5228

952-893-3200

EX-99.2

JPMorgan

24

th

Annual Healthcare Conference

January 11, 2006

JPMorgan

High Yield Conference

February 6, 2006

Exhibit 99.2

2

Forward Looking Statements

Safe

Harbor

Statement

under

the

Private

Securities

Litigation

Reform

Act

of

1995:

We

believe

statements

in

this

presentation

looking

forward

in

time

involve

risks

and

uncertainties.

The

following

factors,

among

others,

could

adversely

affect

our

business,

operations

and

financial

condition

causing

our

actual

results

to

differ

materially

from

those

expressed

in

any

forward-looking

statements:

our

history

of

net

losses

and

substantial

interest

expense;

our

need

for

substantial

cash

to

operate

and

expand

our

business

as

planned;

our

substantial

outstanding

debt

and

debt

service

obligations;

restrictions

imposed

by

the

terms

of

our

debt;

a

decrease

in

the

number

of

patients

our

customers

are

serving;

our

ability

to

effect

change

in

the

manner

in

which

healthcare

providers

traditionally

procure

medical

equipment;

the

absence

of

long-term

commitments

with

customers;

our

ability

to

renew

contracts

with

group

purchasing

organizations

and

integrated

delivery

networks;

changes

in

reimbursement

rates

and

policies

by

third-party

payors;

the

impact

of

health

care

reform

initiatives;

the

impact

of

significant

regulation

of

the

health

care

industry

and

the

need

to

comply

with

those

regulations;

difficulties

or

delays

in

our

continued

expansion

into

certain

of

our

businesses/geographic

markets

and

developments

of

new

businesses/geographic

markets;

additional

credit

risks

in

increasing

business

with

home

care

providers

and

nursing

homes,

and

impacts

of

equipment

product

recalls

or

obsolescence.

See

the

risk

factor

discussion

detailed

in

our

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2004,

filed

with

the

Securities

and

Exchange

Commission.

This

presentation

contains

non-GAAP

measures

as

defined

by

SEC

rules.

Reconciliations

of

these

measures

to

the

most

directly

comparable

GAAP

measures

are

contained

in

the

appendix.

3

UHS Overview

Leading provider of movable medical equipment

lifecycle services

Over 3,200 hospitals

3,150 acute and alternate site providers

200 equipment manufacturers

Largest most modern equipment fleet in the industry

Over 250,000 units owned or managed nationwide

Average age of UHS equipment fleet is less than 4 years

Outstanding reputation for service and quality

98% customer retention rate

Best-in-class operations, IT and logistical systems

4

Significant Competitive Advantages

•National Infrastructure

•Large, modern medical equipment fleet

5

UHS –

Then (1939-2000):  

“Equipment Rental Company”

Medical

Equipment

Rental

Market Size:

$200-$250 million

Competition:

Mediq & local Mom & Pops

6

UHS –

Today:  

“Medical

Equipment

Lifecycle

Services”

Company

Professional

Services

Recovery &

Brokerage

Medical

Equipment

Outsourcing

Biomedical

Services

Amplifier of

other Quadrants

Market size of

$5 Billion

Advent of AMPP

addresses $5

Billion market

Market size of

$20 Billion

Note:

Our reimbursement comes directly from these

customers, not from Medicare, Medicaid, etc.

7

Why Resident Based Programs?

AMPP / CHAMP / TEAM

®

Growing, stable business

Improves “Quality of Earnings”

Longer-term, on-site relationships

“Residency”

places UHS in the flow of a hospital’s

additive needs

Over 125 Resident programs at 9/30/05

Higher revenue per customer than supplemental /

transactional business

8

2004

2005

% Change

Revenues

$116.9

$125.6

7%

MME Depreciation*

$26.9

$28.1

4%

Gross Margin

$55.3

$57.7

4%

Gross Margin %

47%

46%

Nine Months

Quadrant 2:    Outsourcing Segment  

Non-resident Rental of UHS-owned equipment

•

Rental of moveable medical equipment

•

Bariatrics:

suite of products for treatment of obesity

AMPP Resident Programs

(Asset Management Partnership Program)

•

On site management of UHS owned equipment

•

Customer pays “per use”

fee

This  segment is substantially

the rental of “UHS-owned”

equipment, thus it is highly

capital intensive

*  Refer to Appendix for reconciliation of MME

depreciation to total depreciation expense

9

®

Quadrant 3:     Technical Services Segment

Maintain & Repair Customer-owned Equipment:

Non-resident, response-based Biomedical Services

Resident-Based Biomedical Service Management Programs

CHAMP : small hospitals in rural areas                      

TEAM:  larger hospitals in urban areas

Manufacturer Services

This segment focuses on

maintaining & repairing

“customer-owned”

equipment,

thus is low capital intensity

2004

2005

% Change

Revenues

$18.1

$22.4

24%

Gross Margin

$5.5

$5.6

2%

Gross Margin %

30%

25%

Nine Months

(ACES included in 2005, but only Q2 and Q3 in 2004)

10

Quadrant 4:  Medical Equipment Sales & Remarketing

Asset recovery & equipment brokerage

New equipment sales

Disposable Sales

Logistics Management

This segment has low-to-

moderate capital intensity via

short-term inventory needs

2004

2005

% Change

Revenues

$12.8

$14.0

9%

Gross Margin

$3.0

$2.9

-5%

Gross Margin %

24%

21%

Nine Months

11

Quadrant 1:     Plan & Acquire

Technology assessment baseline reporting

Vendor neutral Capital Planning Services

Product comparison research and reports

Equipment product of choice

Prior to 2005, activity focused on supporting the other 3

quadrants

2005 and Beyond

Stand-alone, fee-based Consulting Services

Expansion of offerings that build on UHS’

proprietary database

and industry expertise

12

Market Setting –

Year-to-Date September 2005

Market Headwinds in Hospital Marketplace:

Weaker than expected hospital census

Bad Debt / Indigent Patients continue to challenge hospitals

Baxter Recalls

Hurricanes

UHS has adapted to such headwinds and continues to grow!

Transition from “Rental”

to “Equipment Lifecycle Services Company”

Continued progress in signing Resident programs (+ 21 in 2005)

Continued robust revenue and EBITDA growth despite headwinds

13

0

25

50

75

100

125

150

175

200

225

1999

2000

2001

2002

2003

2004

12

months

ending

9/30/05

Capex as % of Total Revenues has Improved Dramatically   ($ millions)

Outsourcing

Revenues

Sales &

Remarketing

Revenues

Service

Revenues

Net

Accrual

Capex

Accrual Capex 

% of Revenues        44%                  30%                 33%

25%                  23%               22%      

20% Est.

Continued

Progress in 2005

Refer

to

appendix

for

reconciliation

of

Cash

Used

in

Investing

Activities

to

Net

Accrual

Capex

14

EBITDA Growth   ($ millions)

Refer to appendix for definition and reconciliation

0

25

50

75

1999

2000

2001

2002

2003

2004

12 months

ending

9/30/05

EBITDA plus  Board Fees &

Fin/Reorg/SOX Charges

15

2006 Key Drivers

Continued Transition to “Lifecycle”

Company

Growth of resident programs

Growth of less capital intensive business

Manufacturer partnerships

GPO signings

Changing Healthcare Marketplace

Hospital census

Healthcare legislation

Baxter Recall

16

Summary

UHS’

goal is to extend our position as the leading Medical Equipment

Lifecycle Services Company

We have strategic market positioning; growth opportunities

Excellent customer service reputation for over 65 years!

Strong relationships with 3,200 hospital customers, 3,150 alternative site customers;

equipment manufacturing customers

Competitive advantage

Large and modern fleet of medical equipment

National logistics network

Strong growth opportunities with Equipment Lifecycle Programs

Resident programs

Manufacturer relationships

GPO’s

JPMorgan

24

th

Annual

Healthcare

Conference

January 11, 2006

JPMorgan

High Yield Conference

February 6, 2006

18

Appendix

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19

EBITDA Reconciliation ($ millions)

EBITDA

(before

management/board

fees,

financing

and

reorganization

costs,

and

costs

related

to

Sarbanes

Oxley

compliance)

and

EBITDA

are

not

intended

to

represent

an

alternative

to

operating

income

or

cash

flows

from

operating,

financing

or

investing

activities

(as

determined

in

accordance

with

generally

accepted

accounting

principles

(GAAP))

as

a

measure

of

performance,

and

is

not

representative

of

funds

available

for

discretionary

use

due

to

the

Company’s

financing

obligations.

EBITDA,

as

defined

by

the

Company,

may

not

be

calculated

consistently

among

other

companies

applying

similar

reporting

measures.

EBITDA

is

included

because

it

is

a

widely

accepted

financial

indicator

used

by

certain

investors

and

financial

analysts

to

assess

and

compare

companies

and

is

an

integral

part

of

the

Company’s

debt

covenant

calculations,

and

EBITDA

before

management

and

board

fees

is

included

because

the

company’s

financial

guidance

and

certain

compensation

plans

are

based

upon

this

measure.

Management

believes

that

EBITDA

provides

an

important

perspective

on

the

Company’s

ability

to

service

its

long-term

obligations,

the

Company’s

ability

to

fund

continuing

growth,

and

the

Company’s

ability

to

continue

as

a

going

concern.

A

reconciliation

of

net

cash

provided

by

operating

activities

to

EBITDA

and

EBITDA

before

management/board

fees,

and

costs

related

to

Sarbanes

Oxley

compliance

is

included

below.

2004

2005

Net cash provided by operating activities

37.1

$       

34.6

$         

Changes in operating assets and liabilities

(7.3)

(1.9)

Other non-cash expenses

(0.7)

(1.9)

Current income taxes

0.2

0.6

Interest expense

22.5

23.1

EBITDA

51.8

54.5

Management and board fees

0.6

0.6

SOX

-

0.6

52.4

$       

55.7

$         

Nine Months

20

EBITDA Reconciliation 2000 –

2005 Q3  ($ millions)

12 months

ending

EBITDA

1999

2000

2001

2002

2003

2004

9/30/2005

Net cash provided by operating activities

15.2

$       

28.2

$       

31.7

$       

40.2

$       

16.0

$       

38.0

$         

35.5

$         

Changes in operating assets and liabilities

4.2

(3.5)

0.4

4.1

7.9

2.2

7.7

Other non-cash expenses

(2.1)

(2.3)

(3.7)

(11.7)

(7.9)

(3.4)

(4.9)

Current income taxes

0.6

0.1

0.1

0.1

0.3

1.2

1.6

Interest expense

18.0

20.7

19.6

18.1

20.2

30.5

31.2

EBITDA

35.9

$       

43.2

$       

48.1

$       

50.8

$       

36.5

$       

68.5

$         

71.1

$         

Financing and Reorg charges

1.3

$          

-

$         

2.8

$          

10.1

$       

27.7

$       

-

$           

-

$           

Management and board fees

0.0

$          

0.3

$          

0.4

$          

0.3

$          

0.3

$          

0.7

$           

0.8

$           

SOX Expense

0.0

$          

-

$         

-

$         

-

$         

-

$         

0.2

$           

0.8

$           

37.2

$       

43.5

$       

51.3

$       

61.2

$       

64.5

$       

69.4

$         

72.7

$         

Financing and Reorganization Charges

Recapitalization, stock compensation,

-

$         

-

$         

1.6

$          

10.1

$       

14.4

$       

-

$           

-

$           

and severance expenses

Terminated IPO expenses

-

$         

-

$         

1.2

$          

-

$         

-

$         

-

$           

-

$           

Loss on early retirement of debt

1.3

$          

-

$         

-

$         

-

$         

13.3

$       

-

$           

-

$           

   Subtotal

1.3

$          

-

$         

2.8

$          

10.1

$       

27.7

$       

-

$           

-

$           

Total Revenues

92.2

$       

106.0

$     

125.6

$     

153.8

$     

171.0

$     

199.6

$       

213.7

$       

21

Depreciation and Amortization Reconciliation  ($ millions)

2004

2005

Movable Medical Equipment Depreciation

26.9

$       

28.1

$         

Other Gross Margin Depreciation

0.5

1.0

  Total Gross Margin Depreciation

27.4

29.1

Selling, General, and Admin Depreciation

1.7

1.9

Intangibles Amortization

0.3

1.3

Total Depreciation and Amortization

29.4

32.3

Note: Excludes amortization of deferred financing fees

Nine Months

22

Accrual Capex Reconciliation  ($ millions)

12 months

ending

1999

2000

2001

2002

2003

2004

9/30/05

Cash used in investing activities

49,441

31,504

41,511

38,956

36,769

65,150

41,533

   Less: Acquisitions

(6,293)

-

(7,788)

-

(1,875)

(15,104)

-

   Less: Other

(140)

79

(294)

(200)

(204)

-

-

   Add: Fixed assets from acq.

2,603

-

5,409

-

588

1,284

-

   Less: MME in A/P prior year

(8,405)

(3,000)

(2,975)

(5,942)

(5,999)

(10,503)

(4,187)

   Add: MME in A/P current year

3,000

2,975

5,942

5,999

10,503

3,808

4,368

Accrual Capex

40,206

31,558

41,805

38,813

39,782

44,635

41,714