1 ================================================================================ 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: September 15, 1995 UNIVERSAL HEALTH SERVICES, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 0-10454 23-2077891 ----------- ----------------- -------------- (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 367 South Gulph Road, King of Prussia, Pennsylvania 19406 ----------------------------------------------------------- (Address of principal executive offices Zip Code) Registrant's telephone number, including area code: 610-768-3300 ================================================================================ Page One of Thirteen Pages 2 Item 2. Acquisition of Assets (a) On August 31, 1995, the Company acquired substantially all of the assets and operations of Manatee Memorial Hospital ("Manatee"), a 512-bed acute care hospital located in Brandenton, Florida from Baptist Hospitals and Health Systems, Inc. and affiliates ("BHHS") for approximately $139 million in cash. The sources of the cash payment were proceeds from the Company's recent sale of $135 million principal amount of 8 3/4% Senior Notes due 2005 and borrowings under the Company's revolving credit facility with Morgan Guaranty Trust Company of New York, as agent. The assets acquired include the real and personal property, working capital and intangible assets of Manatee. (b) The assets acquired consisted substantially of all the assets owned by BHHS and used to operate Manatee. The Company intends to continue to operate Manatee. Page Two of Thirteen Pages 3 Item 7. Financial Statements and Exhibits (a) The audited financial statements of Manatee Hospitals and Health Systems, Inc. ("Manatee") as of and for the years ended August 31, 1994 and 1993 are incorporated by reference to pages F-31 to F-45 of the Company's Registration Statement on Form S-3, File No. 33-60287, declared effective on July 18, 1995. The consent of Ernst & Young LLP to use their Report of Independent Certified Public Accountants on the financial statements of Manatee will be filed by amendment to this Form 8-K as soon as practicable. The unaudited interim combined financial statements of Manatee included herein include all adjustments, consisting only of normal recurring accruals, which the Company considers necessary for a fair presentation of the financial position of Manatee as of June 30, 1995 and the results of operations for the ten month periods ended June 30, 1994 and 1995, as presented in the accompanying unaudited interim combined financial statements. (b) BASIS OF PRESENTATION OF FINANCIAL STATEMENTS: The accompanying pro forma financial statements of the Company reflect the Company's recent acquisition of Manatee Memorial Hospital as described in Item 2 hereof. In addition, such financial statements also reflect (i) the Company's recent sale of $135 million principal amount of 8 3/4% senior notes due 2005, which closed on August 4, 1995 and (ii) the acquisition of Aiken Regional Medical Centers ("Aiken"), a 225-bed medical complex located in Aiken, South Carolina. Aiken was acquired by the Company on July 7, 1995 from a subsidiary of Columbia/HCA Healthcare Corporation ("Columbia") in exchange for approximately $44 million in cash and the operations and fixed assets of Westlake Medical Center ("Westlake") and Dallas Family Hospital. Coincident with the Aiken transaction, the Company acquired the property of Westlake, which it leased from Universal Health Realty Income Trust ("UHT"), in exchange for other property consisting of additional real estate assets owned by the Company but related to three acute care facilities owned by UHT and operated by the Company, which were transferred to and leased back from UHT. These additional real estate assets represent major additions and expansions made to the facilities since the purchase of the properties from the Company in 1986. The Westlake property was then transferred to Columbia. In addition to the Westlake property, the real and personal property of Dallas Family Hospital, and certain working capital accounts of both facilities, excluding accounts receivable, were acquired by Columbia. Page Three of Thirteen Pages 4 The Pro Forma Consolidated Statements of Income were prepared as if the transactions occurred as of the beginning of the period presented. The Pro Forma Condensed Consolidated Balance Sheet was prepared as if the transactions occurred on June 30, 1995. These pro forma financial statements should be read in connection with the historical financial statements and notes thereto incorporated by reference in this Form 8-K. The pro forma financial information is unaudited and is not necessarily indicative of the consolidated results which actually would have occurred if the transactions had been consummated at the beginning of the periods presented, nor does it purport to present the future financial position and results of operations for future periods. 1. The Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1995 for Universal Health Services, Inc. and Subsidiaries is included herein. 2. The Pro Forma Condensed Consolidated Income Statement for the year ended December 31, 1994 for Universal Health Services, Inc. and Subsidiaries is incorporated by reference to page S-4 of the Company's Registration Statement on Form S-3, File No. 33- 60287, declared effective on July 18, 1995. 3. The Pro Forma Condensed Consolidated Income Statement for the Six Months Ended June 30, 1995 for Universal Health Services, Inc. and Subsidiaries is included herein. Page Four of Thirteen Pages 5 MANATEE HOSPITALS AND HEALTH SYSTEMS, INC. COMBINED BALANCE SHEET AS OF JUNE 30, 1995 (unaudited) (amounts in thousands) Page Five of Thirteen Pages
Current assets: Cash and cash equivalents $2,492 Short term investments 11,819 Accounts receivable 19,731 Inventories 2,556 Prepaid expenses and other assets 320 Current portion of assets whose use is limited 3,835 --------- Total current assets 40,753 --------- Assets whose use is limited, less current portion 11,495 Property, plant and equipment: Land and land improvements 4,604 Leasehold improvements 107 Buildings 57,148 Equipment 29,719 Less allowances for depreciation (36,783) --------- 54,795 Construction in progress 876 --------- 55,671 Due from affiliated organizations 25,975 Other assets: Debt issue costs 2,249 Acquisition costs 1,252 Other 853 --------- 4,354 --------- TOTAL ASSETS $138,248 ========= Current liabilities: Accounts payable and accrued expenses $4,206 Accrued employee compensation and related liabilities 6,466 Accrued interest payable 4,080 Estimated third party settlements 2,726 Other current liabilities 2,383 Current portion of long term debt 1,727 --------- Total current liabilities 21,588 --------- Other liabilities 459 Long term debt, less current portion and escrowed funds 80,990 Fund balance 35,211 --------- TOTAL LIABILITIES AND FUND BALANCE $138,248 ========= 6 MANATEE HOSPITALS AND HEALTH SYSTEMS, INC. COMBINED STATEMENTS OF REVENUES AND EXPENSES FOR THE TEN MONTHS ENDED JUNE 30, 1995 & 1994 (unaudited) (amounts in thousands) Page Six of Thirteen Pages
Ten months ended June 30, ----------------------------- 1995 1994 ---- ---- Net patient service revenue $102,453 $97,007 Other revenue 2,492 1,952 ----------- ---------- TOTAL REVENUE 104,945 98,959 EXPENSES: Salaries and wages 33,219 32,324 Employee benefits 9,159 8,682 Supplies and other 35,389 33,410 Provision for doubtful accounts 7,464 7,474 Depreciation and amortization 4,832 4,748 Interest 8,016 6,352 ----------- ---------- TOTAL EXPENSES 98,079 92,990 ----------- ---------- Income from operations before allocated costs 6,866 5,969 Allocated costs (1,199) (1,156) ----------- ---------- Income from operations 5,667 4,813 Nonoperating gains 796 449 ----------- ---------- EXCESS REVENUE OVER EXPENSES $6,463 $5,262 =========== ========== 7 MANATEE HOSPITALS AND HEALTH SYSTEMS, INC. COMBINED STATEMENTS OF CASH FLOWS FOR THE TEN MONTHS ENDED JUNE 30, 1995 & 1994 (unaudited) (amounts in thousands) Page Seven of Thirteen Pages
Ten months ended June 30, ---------------------------- 1995 1994 ---- ---- OPERATING ACTIVITIES AND NONOPERATING GAINS Excess of revenue over expenses $6,463 $5,262 Adjustments to reconcile excess of revenue over expenses to net cash provided by operating activities and nonoperating gains: Depreciation and amortization 4,832 4,748 Change in current assets and current liabilities, exclusive of cash and cash equivalents and current portions of noncurrent assets and liabilities (2,007) 3,669 Increase (decrease) in other liabilities (227) 142 --------- --------- Net cash provided by operating activities and nonoperating gains 9,061 13,821 --------- --------- INVESTING ACTIVITIES Purchases of property, plant and equipment (2,646) (4,899) Increase in short term investments (1,514) (4,717) Decrease in assets whose use is limited 1,082 2,888 Decrease in other assets 45 79 Restricted expenditures (3) (103) --------- --------- Net cash used in investing activities (3,036) (6,752) --------- --------- FINANCING ACTIVITIES Transfer to Foundation (200) --- Payments to affiliated organizations (9,049) (4,829) Repayment of long-term debt (1,187) (2,976) --------- --------- Net cash used in financing activities (10,436) (7,805) --------- --------- Decrease in cash and cash equivalents (4,411) (736) Cash and cash equivalents at beginning of period 6,903 4,989 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,492 $4,253 ========= ========= 8 UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 1995 (Unaudited) (In Thousands) Page Eight of Thirteen Pages
ACQUISITIONS THE COMPANY AND PRO FORMA THE COMPANY HISTORICAL DIVESTITURES (A) ADJUSTMENTS PRO FORMA ------------ ---------------- ----------- ----------- ASSETS Current Assets: Cash and cash equivalents $3,809 --- --- $3,809 Accounts receivable, net 71,233 19,650 --- 90,883 Other current assets 19,992 4,345 --- 24,337 Deferred income taxes 14,428 --- --- 14,428 ----------- ------------ ----------- ----------- TOTAL CURRENT ASSETS 109,462 23,995 --- 133,457 ----------- ------------ ----------- ----------- Property and equipment, net 347,555 56,852 4,516 B. 408,923 Other Assets: Excess of cost over fair value of assets acquired 37,170 --- 104,223 C. 141,393 Deferred income taxes 12,687 --- --- 12,687 Deferred charges and other 32,752 1,014 8,478 D. 42,244 ----------- ------------ ----------- ----------- TOTAL ASSETS $539,626 $81,861 $117,217 $738,704 =========== ============ =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current maturities of debt $7,568 ($190) --- $7,378 Accounts payable and accrued expenses 104,402 9,649 --- 114,051 Federal and state taxes 2,770 --- 3,000 E. 5,770 ----------- ------------ ----------- ----------- TOTAL CURRENT LIABILITIES 114,740 9,459 3,000 127,199 ----------- ------------ ----------- ----------- Other non-current liabilities 75,428 459 (3,000) E. 72,887 Long-term debt, net of current maturities 66,820 (1,968) 191,128 F. 255,980 Common stockholders' equity 282,638 73,911 (73,911) 282,638 TOTAL LIABILITIES AND ----------- ------------ ----------- ----------- STOCKHOLDERS' EQUITY $539,626 $81,861 $117,217 $738,704 =========== ============ =========== =========== 9 UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED JUNE 30, 1995 (Unaudited) (In Thousands, except Per Share Data) Page Nine of Thirteen Pages
ACQUISITIONS THE COMPANY AND PRO FORMA THE COMPANY HISTORICAL DIVESTITURES (a) ADJUSTMENTS PRO FORMA ------------ ---------------- ------------ -------------- Net revenues $434,880 $83,712 ($750) b. $515,880 (862) c. (1,100) d. Operating Charges: Operating expenses 168,561 37,287 (1,100) d. 203,206 500 e. (2,042) f. Salaries and wages 155,638 21,256 --- 176,894 Provision for doubtful accounts 33,242 8,525 --- 41,767 Depreciation and amortization 23,058 2,956 3,249 g. 29,263 Lease and rental expense 17,548 (718) 1,193 h. 18,023 Interest expense, net 3,041 5,467 2,706 i. 11,214 ------------ ---------------- ------------ -------------- Total expenses 401,088 74,773 4,506 480,367 ------------ ---------------- ------------ -------------- Income before income taxes 33,792 8,939 (7,218) 35,513 Provision for income taxes 12,396 2,172 (1,513) j. 13,055 ------------ ---------------- ------------ -------------- Net income $21,396 $6,767 ($5,705) $22,458 ============ ================ ============ ============== Earnings per common and common equivalent share: $1.53 $1.61 ============ ============== Weighted average number of common shares and equivalents: 13,977,000 13,977,000 ============ ============== 10 UNIVERSAL HEALTH SERVICES, INC. AND SUBSIDIARIES NOTES AND MANAGEMENT'S ASSUMPTIONS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ADJUSTMENTS TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET: (A) To reflect the historical cost basis of the assets acquired and the liabilities assumed in the Aiken and Manatee transactions, net of assets and liabilities divested as part of the Aiken transaction. (B) To adjust the carrying value of property and equipment acquired to fair value. (C) To record the excess of cost over fair value of net tangible assets acquired. (D) To capitalize financing costs incurred in connection with issuance of $135 million Senior Notes. (E) To reclassify income taxes currently payable as a result of these transactions. (F) To record the net borrowings necessary to finance the Aiken and Manatee transactions and the financing costs incurred in connection with the $135 million Senior Notes. Page Ten of Thirteen Pages
THE MANATEE TRANSACTION THE AIKEN TRANSACTION --------------------------- ---------------------------------------------- ASSETS AND ASSETS AND UHS ASSETS/ NET MANATEE LIABILITIES AIKEN LIABILITIES LIABILITIES ACQUISITIONS/ HISTORICAL NOT ACQUIRED HISTORICAL NOT ACQUIRED DIVESTED DIVESTITURES ------------ ------------ ---------- ------------ ------------ -------------- ASSETS Current Assets: Cash and cash equivalents $14,311 ($14,311) $1,491 ($1,491) --- --- Accounts receivable, net 19,731 --- 15,966 (15,966) (81) 19,650 Other current assets 6,711 (3,835) 2,568 --- (1,099) 4,345 Deferred income taxes --- --- --- --- --- --- ------------ ------------ ---------- --------- --------- --------- TOTAL CURRENT ASSETS 40,753 (18,146) 20,025 (17,457) (1,180) 23,995 ------------ ------------ ---------- --------- --------- --------- Property and equipment, net 55,671 --- 41,583 --- (40,402) 56,852 Other Assets: Excess of cost over fair value of assets acquired --- --- 7,888 (7,888) --- --- Deferred income taxes --- --- --- --- --- --- Deferred charges and other 41,824 (40,971) 2,222 (2,029) (32) 1,014 ------------ ------------ ---------- --------- --------- --------- TOTAL ASSETS $138,248 ($59,117) $71,718 ($27,374) ($41,614) $81,861 ============ ============ ========== ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current maturities of debt $1,727 ($1,727) --- --- ($190) ($190) Accounts payable and accrued expeneses 19,861 (6,556) 6,676 (908) (9,424) 9,649 Federal and state taxes --- --- --- --- --- --- ------------ ------------ ---------- --------- --------- --------- TOTAL CURRENT LIABILITIES 21,588 (8,283) 6,676 (908) (9,614) 9,459 ------------ ------------ ---------- --------- --------- --------- Other non-current liabilities 459 --- --- --- --- 459 Long-term debt, net of current maturities 80,990 (80,990) 30,503 (30,503) (1,968) (1,968) Common stockholders' equity 35,211 30,156 34,539 4,037 (30,032) 73,911 ------------ ------------ ---------- --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $138,248 ($59,117) $71,718 ($27,374) ($41,614) $81,861 ============ ============ ========== ========= ========= ========= 11 ADJUSTMENTS TO PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT: (a) To reflect the historical revenues and operating expenses of the hospitals acquired and divested as part of the Manatee and Aiken transactions. SIX MONTHS ENDED JUNE 30, 1995
THE AIKEN TRANSACTION ------------------------------------------ NET DALLAS ACQUISITIONS/ MANATEE AIKEN WESTLAKE FAMILY DIVESTITURES ---------- --------- ----------- ---------- -------------- Net Revenues $65,003 $44,233 ($15,258) ($10,266) $83,712 Operating Charges Operating expenses 28,061 21,546 (8,094) (4,226) 37,287 Salaries and wages 19,764 12,474 (6,744) (4,238) 21,256 Provision for doubtful accounts 4,615 5,638 (880) (848) 8,525 Depreciation and amortization 2,921 1,907 (1,108) (764) 2,956 Lease and rental expense 816 576 (1,763) (347) (718) Interest expense, net 5,375 92 --- --- 5,467 ---------- --------- ----------- ----------- ----------- Total expenses 61,552 42,233 (18,589) (10,423) 74,773 ---------- --------- ----------- ----------- ----------- Income (loss) before income taxes 3,451 2,000 (3,331) (157) 8,939 Provision (benefit) for income taxes --- 822 (1,289) (61) 2,172 ---------- --------- ----------- ----------- ----------- Net income (loss) $ 3,451 $ 1,178 ($ 2,042) ($ 96) $ 6,767 ========== ========= =========== =========== =========== Page Eleven of Thirteen Pages
(b) To eliminate intercompany interest received by Manatee from an affiliate ($750) (c) To eliminate interest income earned by Manatee on cash investments (862) (d) To eliminate management fees charged by UHS to Manatee (1,100) (e) To adjust operating expenses at Manatee for state and local taxes other than income taxes and other operating costs 500 (f) To eliminate management fees paid to affiliates of Aiken and Manatee (2,042) (g) To adjust historical depreciation and amortization expense of Manatee and Aiken based on average depreciable lives of 20 years for buildings and improvements, 5 years for equipment and 15 years for amortization of goodwill 3,519 To adjust historical depreciation expense on the real property transferred to UHT as part of the Aiken transaction (425) To record amortization expense on capitalized financing costs 155 ----------- Net increase in depreciation and amortization expense 3,249 =========== (h) To record lease and rental expense relating to the assets transferred from UHS to UHT 1,193 (i) To eliminate the historical interest expense at Aiken and Manatee (5,467) To record interest on borrowings to finance the Aiken and Manatee transactions using borrowings generated from the Company's $135 million Senior Notes, commercial paper and revolving credit facilities. The average interest rate on all funds used for the acquisitions was assumed to be 8.5% for the six months ended June 30, 1995 8,173 ----------- Net increase in interest expense 2,706 =========== (j) To adjust income tax expense (1,513) 12 (C) EXHIBITS: 99.1 Asset purchase agreement among Baptist Hospitals and Health Systems, Inc. and Affiliated Companies and Manatee Memorial Hospital, L.P. and Universal Health Services, Inc., dated as of June 30, 1995, incorporated by reference in the Company's registration statement on Form S-3, File No. 33-60287, declared effective on July 18, 1995. Page Twelve of Thirteen Pages 13 SIGNATURE 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. UNIVERSAL HEALTH SERVICES, INC. (Registrant) By: /s/ Kirk E. Gorman ------------------------------------------ Senior Vice President and Chief Financial Officer Dated: September 15, 1995 (Principal Financial Officer and Duly Authorized Officer) Page Thirteen of Thirteen Pages