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): November 1, 2001 (October 16, 2001) UNIVERSAL HEALTH SERVICES, INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10765 23-2077891 ----------------------------------- ---------------------------- ------------------------------ (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) Universal Corporate Center 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 Not applicable. -------------------------------------------------------------------------------- (Former name or former address, if changed since last report)
Item 5. Other Events. On October 16, 2001, Universal Health Services, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2001 and other recent developments. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein in its entirety. Item 7. Financial Statements and Exhibits. (c) Exhibits: 99.1 Press release, dated October 16, 2001.
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. UNIVERSAL HEALTH SERVICES, INC. By: /s/ KIRK E. GORMAN ----------------------------------------- Name: Kirk E. Gorman Title: Senior Vice President, Treasurer and Chief Financial Officer Date: November 1, 2001
EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press release, dated October 16, 2001.
Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Kirk E. Gorman October 16, 2001 Chief Financial Officer 610-768-3300 UNIVERSAL HEALTH SERVICES, INC. ANNOUNCES ----------------------------------------- 33% INCREASE IN THIRD QUARTER EARNINGS PER SHARE TO $.48 -------------------------------------------------------- KING OF PRUSSIA, PA - Universal Health Services, Inc. (NYSE: UHS) announced today that its earnings per share (diluted) for the third quarter ended September 30, 2001 were $.48 compared to $.36 for the same period in 2000. Net income for the three-month period ended September 30, 2001 was $30.3 million compared to $22.3 million in the same period of 2000. EBITDA (earnings before interest, tax, depreciation, and amortization) was $90.1 million during the third quarter of 2001, an increase of 27% from the comparable quarter last year. Net revenues for the quarter increased 28% to $721 million. At September 30, 2001 balance sheet debt, net of cash, was approximately $601 million and shareholders' equity was approximately $799 million. For the nine-month period ended September 30, 2001 earnings per share (diluted) were $1.56 and net income was $98.8 million, increases of 31% and 33% respectively from the results recorded in the same period of the prior year. Net revenues for the 2001 nine-month period were $2.1 billion, an increase of 30% over the comparable period in 2000. For the nine-month period the Company's coverage of EBITDA to interest expense was 9.7 times. Patients and their physicians continue to choose UHS facilities for care. Admissions to the Company's acute care hospitals owned for more than a year rose 7.1% during the quarter compared to the same period in the prior year. Admissions to the Company's behavioral health facilities owned for more than a year increased 7.5% in the quarter compared to the same period in the prior year. Revenue per adjusted admission increased 8.4% at the Company's acute care hospitals and 4.1% at the Company's behavioral health facilities for the current quarter compared to the same period in the prior year. During the quarter, the Pennsylvania Insurance Commissioner obtained a rehabilitation order for the insurance company that provides UHS the majority of its professional liability insurance. This order gives the Pennsylvania Department of Insurance statutory control over the insurance company including the ability to thoroughly analyze, evaluate, and oversee financial operations. No provision has been made for any potential contingencies on UHS's September 30, 2001 financial statements as a result of the rehabilitation order as such amount, if any, could not be reasonably estimated. UHS believes the insurance company continues to have a substantial liability to pay claims on behalf of UHS and an inability to discharge this liability could have a material adverse affect on UHS. The Company opened the 180-bed replacement hospital in Laredo, Texas in late August and is continuing to build the new George Washington University Hospital with an expected opening in mid-2002. We expect to announce an acquisition of an acute care hospital within a few days and to complete another acquisition before year-end. Our French company is also actively pursuing acquisition opportunities and we expect to announce one acquisition in France in the very near future and perhaps another one before year-end.
Universal Health Services, Inc. is one of the nation's largest hospital companies, operating in 22 states, Washington, D.C., Puerto Rico and France. It acts as the advisor to Universal Health Realty Income Trust, a real estate investment trust (NYSE: UHT). Certain statements in this release may constitute forward-looking statements that are subject to various risks and uncertainties as discussed in the Company's filings with the Securities and Exchange Commission. The Company is not obligated to update these forward-looking statements even if the Company's assessment of these risks and uncertainties changes. For additional information on the Company, visit our web site: http://www.uhsinc.com.
Universal Health Services, Inc. ------------------------------- Consolidated Statements of Income --------------------------------- (in thousands, except per share amounts) Three months Nine months ended September 30, ended September 30, ------------------------------- ----------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Net revenues $720,784 $ 561,790 $2,116,329 $1,627,622 Operating charges: Salaries, wages and benefits 282,225 219,371 832,785 632,902 Other operating expenses 167,958 132,123 488,740 369,669 Supplies expense 94,275 74,780 276,622 221,295 Provision for doubtful accounts 68,682 49,221 186,587 136,084 Depreciation and amortization 32,587 28,475 94,630 84,278 Lease and rental expense 13,884 12,482 39,994 36,351 Interest expense, net 9,846 6,994 28,808 21,514 ---------- ---------- ---------- ---------- 669,457 523,446 1,948,166 1,502,093 ---------- ---------- ---------- ---------- Income before minority interests, effect of foreign Exchange and derivative transactions and income taxes 51,327 38,344 168,163 125,529 Minority interests in earnings of consolidated entities 3,700 3,172 11,324 9,686 Losses on foreign exchange and derivative transactions 108 0 1,509 0 ---------- ---------- ---------- ---------- Income before income taxes 47,519 35,172 155,330 115,843 Provision for income taxes 17,265 12,837 56,515 41,570 ---------- ---------- ---------- ---------- Net income $ 30,254 $ 22,335 $ 98,815 $ 74,273 ========== ========== ========== ========== Earnings per common share - basic $ 0.50 $ 0.37 $ 1.65 $ 1.23 ========== ========== ========== ========== Earnings per common share - diluted $ 0.48 $ 0.36 $ 1.56 $ 1.19 ========== ========== ========== ========== Weighted average number of common shares - basic 59,921 59,786 59,889 60,402 Weighted average number of common share equivalents 7,496 7,902 7,373 3,636 ---------- ---------- ---------- ---------- Weighted average number of common shares and equiv.- diluted 67,417 67,688 67,262 64,038 ========== ========== ========== ==========
EARNINGS PER SHARE CALCULATION Net income $ 30,254 $ 22,335 $ 98,815 $ 74,273 Add: Debenture interest, net of taxes 2,051 1,970 6,070 2,208 ---------- ---------- ---------- ---------- Adjusted net income $ 32,305 $ 24,305 $ 104,885 $ 76,481 Weighted average number of common shares - basic 59,921 59,786 59,889 60,402 Add: Shares for conversion of convertible debentures 6,578 6,578 6,578 2,472 Other share equivalents 918 1,324 795 1,164 ---------- ---------- ---------- ---------- Weighted average number of common shares and equiv. - 67,417 67,688 67,262 64,038 diluted Earnings per common share - diluted $ 0.48 $ 0.36 $ 1.56 $ 1.19 ========== ========== ========== ==========
Universal Health Services, Inc. ------------------------------- Condensed Consolidated Balance Sheets ------------------------------------- (in thousands) September 30, December 31, 2001 2000 ------------- ----------- Assets: Cash and cash equivalents $ 24,591 $ 10,545 Accounts receivable, net 404,585 376,601 Other current assets 100,673 89,309 Property, plant and equipment, net 989,257 838,246 Funds restricted for construction 10,121 37,381 Other assets 482,017 390,295 ---------- ---------- $2,011,244 $1,742,377 ========== ========== Liabilities and Stockholders' Equity: Current portion of long-term debt $ 1,273 $ 689 Other current liabilities 319,474 248,151 Other noncurrent liabilities 103,503 71,730 Minority interest 130,504 120,788 Long-term debt 623,858 548,064 Deferred income taxes 33,420 36,381 Stockholders' equity 799,212 716,574 ---------- ---------- $2,011,244 $1,742,377 ========== ==========