Agiliti Health (UHOS) 10-Q 2006 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2006

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

For the transition period from _________________________

Commission File Number: 000-20086

UNIVERSAL HOSPITAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	41-0760940
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

7700 France Avenue South, Suite 275

Edina, Minnesota 55435-5228

(Address of principal executive offices, including zip code)

(952) 893-3200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ( ) No (X)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Larger accelerated filer ( ) Accelerated filer ( ) Non-accelerated filer (X)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ( ) No (X)

Number of shares of common stock outstanding as of August 8, 2006: 123,463,475.21

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements - Unaudited

Universal Hospital Services, Inc.
Statements of Operations
(dollars in thousands)
(unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
Revenue	2006			2005			2006		2005
Medical equipment outsourcing	$	43,157		$	41,718		$	88,718	$	84,899
Technical and professional services		7,710			7,362			15,670		14,855
Medical equipment sales and remarketing		4,261			4,318			8,722		8,915
Total revenues		55,128			53,398			113,110		108,669
Cost of Sales
Cost of medical equipment outsourcing		14,163			13,235			27,940		26,472
Cost of technical and professional services		5,247			5,703			10,707		11,148
Cost of medical equipment sales and remarketing		3,259			3,478			6,436		7,114
Movable medical equipment depreciation		9,171			9,148			18,200		18,420
Total costs of medical equipment outsourcing, technical and professional services and medical equipment sales and remarketing		31,840			31,564			63,283		63,154
Gross margin		23,288			21,834			49,827		45,515
Selling, general and administrative		15,378			15,368			30,342		30,214
Operating income		7,910			6,466			19,485		15,301
Interest expense		7,887			7,774			15,704		15,421
Income (loss) before income taxes		23			(1,308	)		3,781		(120	)
Provision for income taxes		204			214			408		421
Net (loss) income		($181	)		($1,522	)	$	3, 373		($541	)
The accompanying notes are an integral part of the unaudited financial statements.

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Universal Hospital Services, Inc.
Balance Sheets
(dollars in thousands, except share and per share information)
(unaudited)
	June 30,			December 31,
	2006			2005
Assets
Current assets:
Accounts receivable, less allowance for doubtful accounts of
$1,350 at June 30, 2006, and December 31, 2005	$	39,564		$	41,865
Inventories		5,304			5,117
Deferred income taxes		4,224			4,111
Other current assets		2,975			2,375
Total current assets		52,067			53,468
Property and equipment, net:
Movable medical equipment, net		124,527			126,775
Property and office equipment, net		14,237			12,695
Total property and equipment, net		138,764			139,470
Intangible assets:
Goodwill		37,062			37,062
Other, primarily deferred financing costs, net		8,482			9,434
Other intangibles, net		8,830			9,751
Total assets	$	245,205		$	249,185
Liabilities and Shareholders' Deficiency
Current liabilities:
Current portion of long-term debt	$	1,434		$	1,084
Book overdrafts		1,582			2,480
Accounts payable		9,261			14,393
Accrued compensation		7,552			8,895
Accrued interest		4,434			4,481
Other accrued expenses		3,595			3,840
Total current liabilities		27,858			35,173
Long-term debt, less current portion		298,006			299,396
Pension liability		5,365			5,249
Deferred income taxes		6,562			6,166
Commitments and contingencies
Shareholders' deficiency:
Common stock, $0.01 par value; 500,000,000 shares authorized,
123,463,475.21 and 123,438,105.21 shares issued and
outstanding at June 30, 2006, and December 31, 2005, respectively		1,235			1,234
Additional paid in capital		1,565			820
Accumulated deficit		(90,206	)		(93,579	)
Deferred compensation		-			(94	)
Accumulated other comprehensive loss		(5,180	)		(5,180	)
Total shareholders' deficiency		(92,586	)		(96,799	)
Total liabilities and shareholders' deficiency	$	245,205		$	249,185
The accompanying notes are an integral part of the unaudited financial statements.

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Universal Hospital Services, Inc.
Statements of Cash Flows
(dollars in thousands)
(unaudited)
	Six Months Ended June 30,
	2006			2005
Cash flows from operating activities:
Net income (loss)	$	3,373			($541	)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation		20,721			20,286
Amortization of intangibles and deferred financing costs		1,779			1,758
Provision for doubtful accounts		655			533
Provision for inventory obsolescence		275			60
Non-cash stock-based compensation expense		812			9
Gain on sales and disposal of equipment		(743	)		(601	)
Deferred income taxes		283			277
Changes in operating assets and liabilities
Accounts receivable		1,740			(917	)
Inventories and other operating assets		(1,062	)		1,546
Accounts payable and accrued expenses		(3,010	)		(1,625	)
Net cash provided by operating activities		24,823			20,785
Cash flows from investing activities:
Movable medical equipment purchases		(20,273	)		(17,148	)
Property and office equipment purchases		(2,154	)		(2,092	)
Proceeds from disposition of movable medical equipment		1,428			1,328
Net cash used in investing activities		(20,999	)		(17,912	)
Cash flows from financing activities:
Proceeds under revolving credit facility agreements		48,412			52,455
Payments under revolving credit facility agreements		(50,843	)		(49,906	)
Payments under capital lease obligations		(523	)		-
Payment of deferred financing cost		-			(856	)
Proceeds from issuance of common stock, net of issuance costs		28			6
Change in book overdrafts		(898	)		(4,572	)
Net cash used in financing activities		(3,824	)		(2,873	)
Net change in cash and cash equivalents	$	-		$	-
Cash and cash equivalents at the beginning of period	$	-		$	-
Cash and cash equivalents at the end of period	$	-		$	-
Supplemental cash flow information:
Interest paid	$	14,871		$	14,727
Movable medical equipment purchases included in accounts payable	$	2,137		$	5,241
Income taxes paid	$	227		$	231
The accompanying notes are an integral part of the unaudited financial statements.

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Universal Hospital Services, Inc.

NOTES TO UNAUDITED QUARTERLY FINANCIAL STATEMENTS

1.Basis of Presentation

The interim financial statements included in this Form 10-Q have been prepared by Universal Hospital Services, Inc. (“we,” “our” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed, or omitted, pursuant to such rules and regulations. These condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The interim financial statements presented herein as of June 30, 2006, and for the three and six months ended June 30, 2006 and 2005, reflect, in the opinion of management, all adjustments necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. These adjustments are all of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year.

The December 31, 2005, balance sheet amounts were derived from audited financial statements but do not include all disclosures required by accounting principles generally accepted in the United States of America.

2. Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The new FASB standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. We believe the adoption of FIN 48 will not have a material impact on our financial position or results of operations.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R) (revised 2004), Share-Based Payments, which is a revision of SFAS No. 123 and supersedes Accounting Principals Board (“APB”) Opinion No. 25. SFAS No. 123(R) requires that all share-based payments to employees, including grants of employee stock options, be valued at the fair value on the date of grant and be expensed over the applicable vesting period. We adopted SFAS No. 123(R) on January 1, 2006 (see note 3).

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3. Stock-Based Compensation

Prior to January 1, 2006, we applied the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for stock-based compensation. As a result, no compensation expense was recognized for stock options granted with exercise prices equivalent to the fair market value of stock on date of grant. Effective January 1, 2006, we adopted SFAS No. 123(R) using the modified prospective application method. Under this method, as of January 1, 2006, we have applied the provisions of this Statement to new and modified awards, as well as to the nonvested portion of awards granted before the required effective date and outstanding at such time.

The adoption of this pronouncement had no effect on compensation cost recorded in 2005 related to stock options, which will continue to be disclosed on a pro forma basis only. As a result of adopting SFAS No. 123(R) on January 1, 2006, our net income for the quarter and six months ended June 30, 2006 was $0.4 million and $0.8 million lower, respectively, than if we had continued to account for stock-based compensation under APB Opinion No. 25.

An additional requirement of SFAS No. 123(R) is that estimated forfeitures be considered in determining compensation expense. As previously permitted, we recorded forfeitures when they occurred. We have estimated our forfeiture rate at 2.5% per annum. As of June 30, 2006, the total compensation cost for nonvested awards not yet recognized in our statements of income was $5.5 million, net of the effect of estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 5.1 years.

All options allow for the purchase of shares of common stock at prices equal to the stock’s market value at the date of grant. A portion of our options vest over four years. The remaining portion vests at the end of eight years, with potential for earlier vesting subject to certain performance or other thresholds. Employees forfeit unvested options when they terminate their employment with the company and must exercise their vested options at that time or they will also be forfeited. We determine the fair value of options using the Black-Scholes option pricing model. The estimated fair value of options, including the effect of estimated forfeitures, is recognized as expense on the straight-line basis over the options’ vesting periods. The following assumptions were used in determining the fair value of stock options granted during the six months ended June 30, 2006, under the Black-Scholes model:

Risk-free interest rate	4.7	%
Expected volatility	43.7	%
Dividend Yield	None
Expected option life (years)	8.0

The risk-free interest rate for periods within the ten year contractual life of the option is based on the U.S. Treasury yield curve in effect at the grant date. Expected volatility is based on the historical volatility of the stock of companies within our peer group. The eight year expected life of stock options granted to employees represents the weighted average of the result of the “simplified” method applied to “plain vanilla” options granted during the period, as provided within Staff Accounting Bulletin No. 107 (“SAB 107”). The expected life of stock options granted represents the weighted average period that those options are expected to remain outstanding and is based on analysis of historical behavior of option holders.

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Information regarding our outstanding stock options for the six months ended June 30, 2006 is as follows:

(in thousands except exercise price and years)	Number of Options			Weighted average exercise price		Aggregate intrinsic value		Weighted average remaining contractual term (years)
Outstanding at December 31, 2005		15,066		$	1.04
Granted		210			1.41
Exercised		(25	)		1.11
Forfeited or expired		(361	)		1.17
Outstanding at June 30, 2006		14,890		$	1.04	$	2,524		8.0
Exercisable at June 30, 2006		2,170		$	1.00	$	447		7.9
Remaining authorized options not issued		2,230

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2006 was $0.79 per share. The intrinsic value of a stock award is the amount by which the market value of the underlying stock exceeds the exercise price of the award. The total intrinsic value of options exercised during the six months ended June 30, 2006, was negligible. The exercise price reflects management’s estimate of fair market value of the underlying stock at the time of option issuance. Shares supporting option exercises are sourced from new share issuances.

Prior to January 1, 2006, we measured compensation expense for our stock-based compensation plan using the intrinsic value method in accordance with APB 25 as allowed under SFAS 123. Under the intrinsic value method, no stock-based compensation expense had been recognized in our consolidated financial statements. Accordingly, compensation cost for stock options granted to employees was measured as the excess, if any, of the value of our stock at the date of the grant over the amount an employee must pay to acquire the stock. Had compensation cost for our stock option plans been determined based on the fair value at the grant date for awards, our net income would have changed to the pro forma amounts indicated below for 2005 (dollars in thousands):

	Three Months Ended			Six Months Ended
	June 30, 2005			June 30, 2005
Net loss, as reported		($1,522	)		($541	)
Add: Stock-based employee compensation included
in reported net loss	$	3		$	9
Less: Total stock-based employee compensation
expense under fair value-based method		($121	)		($245	)
Pro forma net loss		($1,640	)		($777	)

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4.Long-Term Debt

Long-term debt consists of the following (dollars in thousands):

	June 30, 2006			December 31, 2005
10.125% senior notes	$	260,000		$	260,000
Amended credit agreement		35,675			38,106
Capital lease obligations		3,765			2,374
		299,440			300,480
Less: Current portion of long-term debt		(1,434	)		(1,084	)
Total long-term debt	$	298,006		$	299,396

The 10.125% Senior Notes (“Senior Notes”) mature on November 1, 2011. Interest on the Senior Notes accrues at the rate of 10.125% per annum and is payable semiannually on each May 1 and November 1. The Senior Notes are redeemable, at the Company’s option, in whole or in part, on or after November 1, 2007, at specified redemption prices plus accrued interest to the date of redemption. At any time upon an equity offering prior to November 1, 2006, as defined in the indenture governing the Senior Notes, the Company can redeem up to 35% of the Senior Notes, at a purchase price equal to 110.125% of the principal amount plus accrued interest to the dates of purchase. In addition, the Senior Notes have a change of control provision which gives each holder the right to require the Company to purchase all or a portion of such holders’ Senior Notes upon a change in control, as defined in the agreement, at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase. The Senior Notes have covenants that restrict the incurrence of additional debt, the payment of dividends and the issuance of preferred stock. The Senior Notes are uncollateralized.

In May 2005, the Company entered into an Amended and Restated Credit Agreement (“Amended Credit Agreement”) with a consortium of banks. The Amended Credit Agreement allows for borrowing up to $125 million, as defined in the agreement, and terminates in May 2010. Availability under the Amended Credit Agreement as of June 30, 2006, was approximately $72 million, representing our borrowing base of approximately $110 million less borrowings of $36 million and outstanding letters of credit of $2 million at that date. Borrowings under the Amended Credit Agreement are collateralized by substantially all of our assets.

Amounts borrowed under the Amended Credit Agreement generally bear interest on LIBOR-based and Index Rate formulas. The interest rate on June 30, 2006 was 2.00 percentage points over LIBOR and 0.75 percentage points over the Index Rate, with the interest rate margin subject to change based upon quarterly leverage ratios. Prior to May 1, 2006 the rates were 2.25 percentage points over LIBOR and 1.00 percentage points over the Index Rate. At June 30, 2006, our LIBOR-based rate was 7.35% and our Index Rate was 9.00%, both of which include the credit spreads noted above.

The Amended Credit Agreement contains certain covenants including restrictions and limitations on dividends, liens, leases, incurrence or guarantees of debt, transactions with affiliates, investments or loans, and mergers, acquisitions, consolidations and asset sales. Furthermore, the Company is required to maintain compliance with certain financial covenants, including a maximum senior debt leverage ratio and a minimum interest coverage ratio.

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5.Segment Information

Our operating segments consist of Medical Equipment Outsourcing, Technical and Professional Services, and Medical Equipment Sales and Remarketing. Certain operating information for our segments is as follows:

	Three Months Ended June 30,
	(dollars in thousands)
	Medical Equipment Outsourcing				Technical and Professional Services				Medical Equipment Sales and Remarketing				Total
	2006		2005		2006		2005		2006		2005		2006		2005
Revenues	$	43,157	$	41,718	$	7,710	$	7,362	$	4,261	$	4,318	$	55,128	$	53,398
Cost of revenue		14,163		13,235		5,247		5,703		3,259		3,478		22,669		22,416
Movable medical equipment depreciation		9,171		9,148		-		-		-		-		9,171		9,148
Gross margin	$	19,823	$	19,335	$	2,463	$	1,659	$	1,002	$	840	$	23,288	$	21,834

	Six Months Ended June 30,
	(dollars in thousands)
	Medical Equipment Outsourcing				Technical and Professional Services				Medical Equipment Sales and Remarketing				Total
	2006		2005		2006		2005		2006		2005		2006		2005
Revenues	$	88,718	$	84,899	$	15,670	$	14,855	$	8,722	$	8,915	$	113,110	$	108,669
Cost of revenue		27,940		26,472		10,707		11,148		6,436		7,114		45,083		44,734
Movable medical equipment depreciation		18,200		18,420		-		-		-		-		18,200		18,420
Gross margin	$	42,578	$	40,007	$	4,963	$	3,707	$	2,286	$	1,801	$	49,827	$	45,515

6.Pension Plan

The components of net periodic pension costs are as follows (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Interest cost	$	240		$	238			487		$	475
Expected return on plan assets		(253	)		(247	)		(505	)		(493	)
Recognized net actuarial loss		57			58			134			117
Service cost		-			-			-			-
Total cost	$	44		$	49		$	116		$	99

Future benefit accruals for all participants were frozen as of December 31, 2002.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following should be read in conjunction with the accompanying financial statements and notes.

BUSINESS OVERVIEW

Our Company

Universal Hospital Services, Inc. (“we,” “our,” “UHS” or “the Company”) is a leading, nationwide provider of medical equipment outsourcing and services to the health care industry. Our customers include national, regional and local acute care hospitals, alternate site providers (such as nursing homes and home care providers) and medical equipment manufacturers. Our diverse customer base includes more than 3,300 acute care hospitals and approximately 3,050 alternate site providers. We also have extensive and long-standing relationships with over 200 major medical equipment manufacturers and many of the nation’s largest group purchasing organizations (“GPOs”) and integrated delivery networks. All of our services leverage our nationwide network of offices and our more than 65 years of experience managing and servicing all aspects of movable medical equipment. These services are paid for by our customers and not directly through reimbursement from governmental or other third-party payors.

Technical and Professional Services Segment		Medical Equipment Outsourcing Segment
Medical Equipment Sales and Remarketing Segment		Technical and Professional Services Segment

Our operating segments consist of Medical Equipment Outsourcing, Technical and Professional Services, and Medical Equipment Sales and Remarketing. We evaluate the performance of our operating segments based on gross margin. The accounting policies of the individual operating segments are the same as those of the entire company.

Medical Equipment Outsourcing Segment - Manage & Utilize

Our flagship business is our Medical Equipment Outsourcing segment, which accounted for $43.2 million, or approximately 78.3%, of our revenues for the second quarter of 2006 and $88.7 million, or approximately 78.4%, of our revenues for the first half of 2006. We own approximately 164,000 pieces of movable medical equipment, primarily in the categories of respiratory therapy, newborn care, critical care, patient monitors, and bariatric and pressure area management. In our outsourcing programs we provide our customers with the use of movable medical equipment, and we maintain the equipment for our customers by performing preventative maintenance, repairs, cleaning and testing, and maintaining certain reporting records. We also provide prompt replacement of any defective equipment and the flexibility to upgrade equipment as technology changes. We have three primary outsourcing programs: Supplemental (Peak Needs) Outsourcing; Long Term Outsourcing; and the Asset Management Partnership Program (“AMPP”).

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We have contracts in place with many of the leading national GPOs for both the acute care and alternate site markets. We also have agreements directly with national acute care and alternate site providers. We expect much of our future growth in this segment to be driven by our customers outsourcing more of their movable medical equipment needs and taking full advantage of our expanded offering of Long Term Outsourcing agreements and AMPPs.

Technical and Professional Services Segment - Plan & Acquire; Maintain & Repair

Our Technical and Professional Services segment accounted for $7.7 million, or approximately 14.0%, of our revenues for the second quarter of 2006 and $15.7 million, or approximately 13.9%, of our revenues for the first half of 2006. We leverage our 65 plus years of experience and our extensive equipment database in repairing and maintaining medical equipment. We offer a broad range of inspection, preventative maintenance, repair, logistic and consulting services through our team of over 225 technicians and professionals located in our nationwide network of district offices and service centers. Our technical and professional service offerings are less capital intensive than our Medical Equipment Outsourcing segment, and provide a complementary alternative for customers that wish to own their medical equipment, but lack the expertise, funding or scale to perform maintenance, repair and analytical functions.

Medical Equipment Sales and Remarketing Segment - Redeploy & Remarket

Our Medical Equipment Sales and Remarketing segment accounted for $4.3 million, or approximately 7.7%, of our revenues for the second quarter of 2006 and $8.7 million, or approximately 7.7%, of our revenues for the first half of 2006. This segment includes three business activities:

Medical Equipment Remarketing and Disposal.We are one of the nation’s largest buyers and sellers of pre-owned movable medical equipment. We also remarket used medical equipment to hospitals, alternate care providers, veterinarians and equipment brokers. We offer a wide range of equipment from our standard movable medical equipment to diagnostic, ultrasound and x-ray equipment.

Specialty Medical Equipment Sales and Distribution.We use our national infrastructure to provide sales and distribution for manufacturers of specialty medical equipment. We currently sell equipment in many product lines including, but not limited to, percussion vests, continuous passive motion machines, patient monitors, patient transfer systems and infant security systems.

Disposables Sales. We offer our customers single use disposable items. Most of these items are used in connection with our outsourced equipment. Although we do not view this as a core growth business, we offer these products as a convenience to customers and to complement our full medical equipment lifecycle offerings.

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RESULTS OF OPERATIONS

The following discussion addresses our financial condition as of June 30, 2006, and the results of operations for the three and six months ended June 30, 2006, and 2005; and the cash flows for the six months ended June 30, 2006, and 2005. This discussion should be read in conjunction with the financial statements included elsewhere in this report and the Management's Discussion and Analysis and Financial section included in our 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The following table provides a summary of selected financial data as a percentage of total revenues and also indicates the percentage increase or decrease of this data over the prior comparable period:

	Percent of Total Revenues												Percent Increase (Decrease)
	Three Months Ended						Six Months Ended						Qtr 2 2006			Six Months
	June 30,						June 30,						Over			2006 Over
													Qtr 2			Six Months
Revenue	2006			2005			2006			2005			2005			2005
Medical equipment outsourcing		78.3	%		78.1	%		78.4	%		78.1	%		3.4	%		4.5	%
Technical and professional services		14.0			13.8			13.9			13.7			4.7			5.5
Medical equipment sales and remarketing		7.7			8.1			7.7			8.2			(1.3	)		(2.2	)
Total revenues		100.0			100.0			100.0			100.0			3.2			4.1
Cost of Sales
Cost of medical equipment outsourcing		25.7			24.8			24.7			24.4			7.0			5.5
Cost of technical and professional services		9.5			10.7			9.5			10.2			(8.0	)		(4.0	)
Cost of medical equipment sales and remarketing		5.9			6.5			5.7			6.5			(6.3	)		(9.5	)
Movable medical equipment depreciation		16.6			17.1			16.1			17.0			0.3			(1.2	)
Total costs of medical equipment outsourcing, technical and professional services and medical equipment sales and remarketing		57.7			59.1			56.0			58.1			0.9			0.2
Gross margin		42.3			40.9			44.0			41.9			6.7			9.5
Selling, general and administrative		27.9			28.8			26.8			27.8			0.1			0.4
Operating income		14.4			12.1			17.2			14.1			22.3			27.3
Interest expense		14.3			14.6			13.9			14.2			1.5			1.8
Income (loss) before income taxes		0.1			(2.5	)		3.3			(0.1	)		*			*
Provision for income taxes		0.4			0.4			0.4			0.4			(4.7	)%		(3.1	)%
Net (loss) income		(0.3	)%		(2.9	)%		2.9	%		(0.5	)%		*			*

* Not Meaningful

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Comparison of Second Quarter 2006 to Second Quarter 2005

Medical Equipment Outsourcing Segment - Manage & Utilize

(dollars in thousands)	Three Months Ended
	June 30,
	2006			2005			Change		% Change
Total revenue	$	43,157		$	41,718		$	1,439		3.4	%
Cost of revenue		14,163			13,235			928		7.0
Movable medical equipment depreciation		9,171			9,148			23		0.3
Gross margin	$	19,823		$	19,335		$	488		2.5	%
Gross margin %		45.9	%		46.3	%

Total revenue in the Medical Equipment Outsourcing segment rose $1.4 million, or 3.4%, to $43.2 million in the second quarter of 2006. This increase was driven by organic and competitive takeaway growth in our acute care customer base, increased activity in our AMPP customers, and incremental business from new and existing technology in our fleet, offsetting a weaker flu season as compared to 2005.

Total cost of revenue in the segment rose $0.9 million, or 7%, to $14.2 million in the second quarter of 2006. This increase is primarily attributable to higher employee related expenses of $0.6 million, higher gasoline costs of $0.1 million and other costs associated with increased revenues.

Movable medical equipment depreciation remained relatively flat at $9.2 million for the second quarter of 2006 as compared to the same period of 2005.

Gross margin percentage for the medical equipment outsourcing segment decreased slightly from 46.3% in the second quarter of 2005 to 45.9% in the second quarter of 2006. This decrease is primarily attributable to the impact of weak hospital admissions and the comparative lack of flu activity over 2005 moderately offsetting the benefits of operating efficiency programs begun in 2005.

Technical and Professional Services Segment - Plan & Acquire; Maintain & Repair

(dollars in thousands)	Three Months Ended
	June 30,
	2006			2005			Change			% Change
Total revenue	$	7,710		$	7,362		$	348			4.7	%
Cost of revenue		5,247			5,703			(456	)		(8.0	)
Gross margin	$	2,463		$	1,659		$	804			48.5	%
Gross margin %		31.9	%		22.5	%

13

Total revenue in the Technical and Professional Services segment rose $0.3 million, or 4.7%, to $7.7 million in the second quarter of 2006. This revenue increase was primarily driven by growth in activity with customers under our Community Hospital Asset Management Programs (CHAMP) and Total Equipment Asset Management program (TEAM). We also experienced growth in our supplemental, or response-based, and manufacturer services businesses, both of which are transactional in nature and such results reflect increased customer demand.

Total cost of revenue in the segment decreased $0.5 million, or 8.0% to $5.2 million in the second quarter of 2006. This decrease is primarily attributable to improved technician productivity and the benefits of our operating efficiency program begun in 2005.

Gross margin percentage for the technical and professional services segment increased from 22.5% in the second quarter of 2005 to 31.9% in the second quarter of 2006. Margins benefited from increased revenues, the continued benefit of operating efficiency programs begun in 2005 and improved technician productivity. We believe that margin levels experienced during the quarter are not sustainable due to competitive settings.

Medical Equipment Sales and Remarketing Segment - Redeploy & Remarket

(dollars in thousands)	Three Months Ended
	June 30,
	2006			2005			Change			% Change
Total revenue	$	4,261		$	4,318			($57	)		(1.3	)%
Cost of revenue		3,259			3,478			(219	)		(6.3	)
Gross margin	$	1,002		$	840		$	162			19.3	%
Gross margin %		23.5	%		19.5	%

Total revenue in the Medical Equipment Sales and Remarketing segment declined slightly by 1.3% to $4.3 million in the second quarter of 2006. This decrease was caused by reduced sales of disposable items.

Total cost of revenue in the segment decreased $0.2 million, or 6.3%, to $3.3 million in the second quarter of 2006. This decrease is primarily attributable to lower costs of disposable goods sold.

Gross margin percentage for the medical equipment sales and remarketing segment increased from 19.5% in the second quarter of 2005 to 23.5% in the second quarter of 2006. Margins in this segment will fluctuate based on used equipment availability and the transactional nature of the business.

Selling, General and Administrative Expenses

Selling, general and administrative expenses remained relatively flat at $15.4 million for the second quarter of 2006 as compared to the same period of 2005. Selling, general and administrative expenses as a percentage of total revenue for the second quarter of 2006, decreased to 27.9% from 28.8% for the same period of 2005.

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Interest Expense

Interest expense rose $0.1 million, or 1.5%, to $7.9 million in the second quarter of 2006. The increase was driven by higher interest rates, partially offsetting marginally lower average borrowings. Average total borrowings decreased for the second quarter of 2006 to $296.6 million from $299.8 million for the same period of 2005. Our average effective interest rate on variable rate debt increased to 7.4% during the second quarter of 2006 from 5.9% in the second quarter of 2005.

Income Taxes

Income tax expense remained relatively flat at $0.2 million for the second quarter of 2006 as compared to the same period of 2005. Income tax expense relates primarily to valuation allowances established for net operating losses not recognized as well as minimum state taxes.

Net Loss

For the second quarter of 2006 net loss decreased $1.3 million to a loss of $0.2 million. The increase is primarily due to increase in gross margin of $1.5 million, being partially offset by increased interest expense of $0.1 million and other costs associated with increased revenue levels.

Comparison of the First Six Months of 2006 to the First Six Months of 2005

Medical Equipment Outsourcing Segment - Manage & Utilize

(dollars in thousands)	Six Months Ended
	June 30,
	2006			2005			Change			% Change
Total revenue	$	88,718		$	84,899		$	3,819			4.5	%
Cost of revenue		27,940			26,472			1,468			5.5
Movable medical equipment depreciation		18,200			18,420			(220	)		(1.2	)
Gross margin	$	42,578		$	40,007		$	2,571			6.4	%
Gross margin %		48.0	%		47.1	%

Total revenue in the Medical Equipment Outsourcing segment rose $3.8 million, or 4.5%, to $88.7 million in the first six months of 2006. This increase was driven by organic and competitive takeaway growth in our acute care customer base, increased activity in our AMPP customers, and incremental business from new and existing technology in our fleet, offsetting a weaker flu season as compared to 2005.

Total cost of revenue in the segment rose $1.5 million, or 5.5%, to $27.9 million in the first six months of 2006. This increase is primarily attributable to higher employee related costs of $1.0 million, higher gasoline costs of $0.2 million and other costs associated with increased revenues.

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Movable medical equipment depreciation decreased $0.2 million, or 1.2%, to $18.2 million in the first six months of 2006.

Gross margin percentage for the medical equipment outsourcing segment increased from 47.1% in the first six months of 2005 to 48.0% for the same period of 2006. This increase is primarily attributable to increased revenues and the benefits of operating efficiency programs put in place in the second half of 2005.

Technical and Professional Services Segment - Plan & Acquire; Maintain & Repair

(dollars in thousands)	Six Months Ended
	June 30,
	2006			2005			Change			% Change
Total revenue	$	15,670		$	14,855		$	815			5.5	%
Cost of revenue		10,707			11,148			(441	)		(4.0	)
Gross margin	$	4,963		$	3,707		$	1,256			33.9	%
Gross margin %		31.7	%		25.0	%

Total revenue in the Technical and Professional Services segment rose $0.8 million, or 5.5%, to $15.7 million in the first six months of 2006. This revenue increase was primarily driven by growth in activity with customers under our CHAMP and TEAM programs. We also experienced growth in our supplemental, or response-based, and manufacturer services businesses, both of which are transactional in nature and such results reflect increased customer demand.

Total cost of revenue in the segment decreased $0.4 million, or 4.0% to $10.7 million in the first six months of 2006. This decrease is primarily attributable to improved technician productivity and the benefits of our operating efficiency programs begun in 2005.

Gross margin percentage for the technical and professional services segment increased from 25.0% in the first six months of 2005 to 31.7% for the same period of 2006. Margins benefited from increased revenues, the continued benefit of operating efficiency programs begun in 2005 and improved technician productivity. We believe that margin levels experienced during the first six months are not sustainable due to competitive settings.

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Medical Equipment Sales and Remarketing Segment - Redeploy & Remarket

(dollars in thousands)	Six Months Ended
	June 30,
	2006			2005			Change			% Change
Total revenue	$	8,722		$	8,915			($193	)		(2.2	)%
Cost of revenue		6,436			7,114			(678	)		(9.5	)
Gross margin	$	2,286		$	1,801		$	485			26.9	%
Gross margin %		26.2	%		20.2	%

Total revenue in the Medical Equipment Sales and Remarketing segment declined $0.2 million, or 2.2%, to $8.7 million in the first six months of 2006. This decrease was caused by reduced sales of disposable items of $0.5 million partially offset by higher new equipment sales of $0.2 million and higher used and brokerage equipment sales of $0.1 million.

Total cost of revenue in the segment decreased $0.7 million, or 9.5%, to $6.4 million in the first six months of 2006. This decrease is primarily attributable to lower costs of used and brokerage equipment of $0.3 million and lower costs of disposable goods sold of $0.4 million.

Gross margin percentage for the medical equipment sales and remarketing segment increased from 20.2% in the first six months of 2005 to 26.2% in the first six months of 2006. Margins in this segment will fluctuate based on used equipment availability and the transactional nature of the business.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $0.1 million, or 0.4%, to $30.3 million in the first six months of 2006 as compared to the same period of 2005. Selling, general and administrative expenses as a percentage of total revenue for the first six months of 2006, decreased to 26.8% from 27.8% for the same period of 2005.

Interest Expense

Interest expense increased $0.3 million, or 1.8%, to $15.7 million in the first six months of 2006. The increase was driven primarily by higher interest rates. Average total borrowings decreased slightly to $297.9 million as compared to $298.1 for the same period of 2005. Our average effective interest rate on variable rate debt increased to 7.2% during the first six months of 2006 from 5.7% in the first six months of 2005.

Income Taxes

Income tax expense remained relatively flat at $0.4 million for the six months ended June 30, 2006 as compared to the same period of 2005. Income tax expense relates primarily to valuation allowances established for net operating losses not recognized as well as minimum state taxes.

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Net Income

Net income rose $3.9 million to $3.4 million in the first six months of 2006. The increase is primarily due to increase in gross margin of $4.3 million offset by increased selling general and administrative expenses of $0.1 million and an increase in interest expense of $0.3 million.

EBITDA

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for the six months ended June 30, 2006, was $41.1 million, representing a $4.6 million, or 12.7%, increase from $36.5 million for the same period of 2005. This increase is primarily driven by revenue growth and the continued benefits of operating efficiency programs put in place during the second half of 2005 generating increased gross margin of $4.3 million.

EBITDA is 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 our financing obligations. EBITDA, as defined by us, 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 a version of EBITDA is an integral part of our debt covenant calculations. Management believes that EBITDA provides an important perspective on our ability to service our long-term obligations, our ability to fund continuing growth, and our ability to continue as a going concern. A reconciliation of operating cash flows to EBITDA is included below (dollars in thousands):

	Six Months Ended June 30,
	2006			2005
Net cash provided by operating activities	$	24,823		$	20,785
Changes in operating assets and liabilities		2,332			996
Other non-cash expenses		(2,141	)		(1,145	)
Income tax expense		408			421
Interest expense		15,704			15,421
EBITDA	$	41,126		$	36,478

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	Six Months Ended June 30,
Supplemental Information (dollars in thousands):	2006			2005
EBITDA	$	41,126		$	36,478
Net cash provided by operating activities		24,823			20,785
Net cash used in investing activities		(20,999	)		(17,912	)
Net cash used in financing activities		(3,824	)		(2,873	)
Movable medical equipment depreciation		18,200			18,420
Non-movable medical equipment depreciation and amortization		3,442			2,756
Other operating data:
Movable medical equipment owned (approximate units at end of period)		164,000			156,000
Offices (at end of period)		78			77
Number of outsourcing hospital customers (approximate number at end of period)		3,200			3,200
Number of total outsourcing customers (approximate number at end of period)		6,350			6,350

SEASONALITY

Quarterly operating results are typically affected by seasonal factors. Historically, our first and fourth quarters are the strongest, reflecting increased hospital utilization during the fall and winter months.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are expected to be cash flows from operating activities and borrowings under our Amended Credit Agreement that we entered into in May 2005 which matures in May 2010. It is anticipated that our principal uses of liquidity will be to fund capital expenditures related to purchases of movable medical equipment, provide working capital, meet debt service requirements and finance our strategic plans.

We require substantial cash to operate our Medical Equipment Outsourcing programs and service our debt. Our outsourcing programs require us to invest a significant amount of cash in movable medical equipment purchases. To the extent that such expenditures cannot be funded from our operating cash flow, borrowing under our Amended Credit Agreement or other financing sources, we may not be able to conduct our business or grow as currently planned.

If we are unable to generate sufficient cash flow from operations in order to service our debt, we will be forced to take actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to repay our debt at maturity, we may have to obtain alternative financing, which may not be available to us.

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Net cash provided by operating activities during the six months ended June 30, 2006, was $24.8 million, compared to $20.8 million in the same period of 2005. This increase is primarily attributable to an increase in net income of $3.9 million. Net cash used in investing activities during the six months ended June 30, 2006, was $21.0 million, compared to $17.9 million in the same period of 2005. This increase was primarily attributable to higher purchases of rental equipment to meet customer demand. Net cash used in financing activities during the six months ended June 30, 2006, was $3.8 million, compared to $2.9 million in 2005, the primary difference relating to higher net pay down of debt in 2006.

Based on the level of operating performance expected in 2006, we believe our cash from operations, together with additional borrowings under our Amended Credit Agreement, will meet our liquidity needs for the foreseeable future, exclusive of any borrowings that we may make to finance potential acquisitions. However, if during that period or thereafter we are not successful in generating sufficient cash flows from operations or in raising additional capital when required in sufficient amounts and on terms acceptable to us, our business could be adversely affected. Availability under our Amended Credit Agreement as of June 30, 2006, was approximately $72 million, representing our borrowing base of $110 million, net of outstanding letters of credit of $2 million and borrowings of $36 million. Our levels of borrowing are further restricted by the financial covenants set forth in our Amended Credit Agreement and the indenture governing our 10.125% Senior Notes, which covenants are described in our 2005 annual report on Form 10-K filed with the Securities and Exchange Commission. As of June 30, 2006, the Company was in compliance with all covenants under the Amended Credit Agreement.

RECENT ACCOUNTING PRONOUNCEMENT

Prior to January 1, 2006, we applied the provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for stock-based compensation. As a result, no compensation expense was recognized for stock options granted with exercise prices equivalent to the fair market value of stock on date of grant. Effective January 1, 2006, we adopted SFAS No. 123(R), Share-Based Payment, using the modified prospective application method. Under this method, as of January 1, 2006, we have applied the provisions of this Statement to new and modified awards, as well as to the nonvested portion of awards granted before the required effective date and outstanding at such time.

The adoption of this pronouncement had no effect on compensation cost recorded in 2005 related to stock options, which will continue to be disclosed on a pro forma basis only. As a result of adopting SFAS No. 123(R) on January 1, 2006, our net income for the quarter and six months ended June 30, 2006 was $0.4 million and $0.8 million lower, respectively, than if we had continued to account for stock-based compensation under APB Opinion No. 25.

An additional requirement of SFAS No. 123(R) is that estimated forfeitures be considered in determining compensation expense. As previously permitted, we recorded forfeitures when they occurred. We have estimated our forfeiture rate at 2.5% per annum. As of June 30, 2006, the total compensation cost for nonvested awards not yet recognized in our statements of income was $5.5 million, net of the effect of estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 5.1 years.

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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: We believe statements in this quarterly report 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, impacts of equipment product recalls or obsolescence; and increases in vendor costs that cannot be passed through to our customers. See the risk factors discussed under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our primary exposure to market risk is interest rate risk associated with our debt instruments. We use both fixed and variable rate debt as sources of financing. At June 30, 2006, we had approximately $299.4 million of total debt outstanding, of which $35.7 million was bearing interest at variable rates approximating 7.6%. A one percentage point change in interest rates on variable rate debt would have resulted in interest expense fluctuating approximately $0.2 million for the first six months ended June 30, 2006 and 2005. We have not entered into, and do not plan to enter into, any derivative financial instruments for trading or speculative purposes. Historically, we have not engaged in hedging activities. As of June 30, 2006, we had no other material exposure to market risk.

Item 4. Controls and Procedures

(a).Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

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(b).Changes in internal control over financial reporting.

During the second quarter of 2006, there has been no change in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation arising out of operations in the normal course of business. As of June 30, 2006, we were not a party to any pending legal proceedings the adverse outcome of which could reasonably be expected to have a material adverse effect on our operating results, financial position, or cash flows.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect our business, financial condition or results of operations. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In the second quarter of 2006, pursuant to the exercise of outstanding options, we sold common stock to departing employees in the amounts and on the dates set forth below.

Date of Sale	Shares Sold (#)		Amount of Sale ($)
April 4, 2006		166	$	166.00
May 17, 2006		208		249.60
June 9, 2006		1,666		1,666.00
June 19, 2006		5,833		6,999.60
		7,873	$	9,081.20

Such sales were completed pursuant to the exemption from registration provided under Rule 701 of the regulations of the Securities Act of 1933, as amended.

The proceeds from the sale of such shares were added to our general funds and used for general corporate purposes.

We did not repurchase any of our equity securities during the second quarter of 2006.

Item 3. Defaults upon Senior Securities

Not applicable.

22

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

Number	Description
3.1a	Certificate of Amendment to Certificate of Incorporation of Universal Hospital Services, Inc.*
3.1b	Certificate of Incorporation of Universal Hospital Services, Inc. **
3.2a	Amended and Restated Bylaws of Universal Hospital Services, Inc.*
3.3	Certification of Elimination of Series B 13% Cumulative Accruing Pay-In-Kind Preferred Stock of Universal Hospital Services, Inc.****
4.1	Form of certificate of common stock. **
4.2	Indenture, dated as of October 17, 2003, by and between Universal Hospital Services, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the registrant’s 10.125% Senior Notes due 2011 (including Form of Note).*
4.3	Form of Amended and Restated Stockholders’ Agreement, dated October 17, 2003, by and among Universal Hospital Services, Inc., J.W. Childs Equity Partners III, L.P., JWC Fund III Co-invest LLC, Halifax Capital Partners, L.P. and the other stockholders of Universal Hospital Services, Inc.*
4.4	Exchange and Registration Rights Agreement, dated as of October 17, 2003, among Universal Hospital Services, Inc., Goldman, Sachs & Co,. Credit Suisse First Boston LLC, CIBC World Markets Corp. and Jefferies & Company, Inc.***
4.5	10.125% Senior Notes due 2011 in the aggregate principal amount of $259,880,000.***
4.6	10.125% Senior Note due 2011 in the aggregate principal amount of $120,000.**
4.7	Blanket Issuer Letter of Representations, dated as of October 17, 2003, among Universal Hospital Services, Inc., Wells Fargo Bank, National Association and the Depository Trust Company.**
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Certification of Gary D. Blackford Pursuant to 18 U.S.C § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Rex T. Clevenger Pursuant to 18 U.S.C § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Previously filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, and incorporated by reference herein.

** Previously filed as an Exhibit to Form S-1/A filed on September 5, 2001, and incorporated herein by reference.

***Previously filed as an Exhibit to the Registrant’s Registration Statement on Form S-4 (File No. 333-111606) and incorporated by reference herein.

****Previously filed as an Exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 (File No. 333-111606) and incorporated by reference herein.

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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 thereunto duly authorized.

Date: August 8, 2006

Universal Hospital Services, Inc.

By /s/ Gary D. Blackford

Gary D. Blackford,

President and Chief Executive Officer

(Principal Executive Officer and Duly Authorized Officer)

By /s/ Rex T. Clevenger

Rex T. Clevenger,

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

24

Universal Hospital Services, Inc.

EXHIBIT INDEX TO REPORT ON FORM 10-Q

Number	Description
3.1a	Certificate of Amendment to Certificate of Incorporation of Universal Hospital Services, Inc.*
3.1b	Certificate of Incorporation of Universal Hospital Services, Inc. **
3.2a	Amended and Restated Bylaws of Universal Hospital Services, Inc.*
3.3	Certification of Elimination of Series B 13% Cumulative Accruing Pay-In-Kind Preferred Stock of Universal Hospital Services, Inc.****
4.1	Form of certificate of common stock. **
4.2	Indenture, dated as of October 17, 2003, by and between Universal Hospital Services, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the registrant’s 10.125% Senior Notes due 2011 (including Form of Note).*
4.3	Form of Amended and Restated Stockholders’ Agreement, dated October 17, 2003, by and among Universal Hospital Services, Inc., J.W. Childs Equity Partners III, L.P., JWC Fund III Co-invest LLC, Halifax Capital Partners, L.P. and the other stockholders of Universal Hospital Services, Inc.*
4.4	Exchange and Registration Rights Agreement, dated as of October 17, 2003, among Universal Hospital Services, Inc., Goldman, Sachs & Co,. Credit Suisse First Boston LLC, CIBC World Markets Corp. and Jefferies & Company, Inc.***
4.5	10.125% Senior Notes due 2011 in the aggregate principal amount of $259,880,000.***
4.6	10.125% Senior Note due 2011 in the aggregate principal amount of $120,000.**
4.7	Blanket Issuer Letter of Representations, dated as of October 17, 2003, among Universal Hospital Services, Inc., Wells Fargo Bank, National Association and the Depository Trust Company.**
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Certification of Gary D. Blackford Pursuant to 18 U.S.C § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Rex T. Clevenger Pursuant to 18 U.S.C § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Previously filed as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, and incorporated by reference herein.

** Previously filed as an Exhibit to Form S-1/A filed on September 5, 2001, and incorporated herein by reference.

***Previously filed as an Exhibit to the Registrant’s Registration Statement on Form S-4 (File No. 333-111606) and incorporated by reference herein.

****Previously filed as an Exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 (File No. 333-111606) and incorporated by reference herein.

25