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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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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 September 30, 2002





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- |  | --------------------------------------------------------

| |  | SECURITIES EXCHANGE ACT OF 1934
| |  | -------------------------------




For the transition period from  to





Commission file number: 333-49743





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UNIVERSAL HOSPITAL SERVICES, INC.


(Exact name of registrant as specified in its
charter)





Delaware

41-0760940(State or other jurisdiction of
incorporation or organization)

(IRS Employer Identification No.)





1250 Northland Plaza


3800 West 80th  Street


Bloomington, Minnesota 55431-4442


(Address of principal executive offices)


(Zip Code)





952-893-3200


(Registrants telephone number, including area code)





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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 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   x    No  ̈





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PART IFINANCIAL INFORMATION





Item 1.Financial Statements





UNIVERSAL HOSPITAL SERVICES, INC.





STATEMENT OF OPERATIONS


(dollars in thousands)


(unaudited)





Three Months Ended September
30,


Nine Months Ended September
30,2002

2001


2002

2001Revenues:Equipment outsourcing

$
31,823

$
26,937


$
97,123

$
81,668Sales of supplies and equipment, service and other revenues


5,860


3,163



17,206


9,293Total revenues


37,683


30,100



114,329


90,961Costs of equipment outsourcing and sales:Cost of equipment outsourcing


9,727


8,267



28,928


23,844Movable medical equipment depreciation


7,349


6,587



21,585


19,239Costs of supplies and equipment sales


3,625


1,860



10,648


5,578Total costs of equipment outsourcing and sales


20,701


16,714



61,161


48,661Gross profit


16,982


13,386



53,168


42,300Selling, general and administrative:Selling, general and administrative, excluding additional retirement benefits


10,555


9,323



31,935


28,242Additional retirement benefits including $1.2 million of non-cash stock compensation












1,553Total selling, general and administrative


10,555


9,323



31,935


29,795Operating income


6,427


4,063



21,233


12,505Interest expense


4,456


4,794



13,579


14,898Income (loss) before income taxes


1,971


(731
)


7,654


(2,393
)Provision for income taxes


830


14



3,082


42Net income (loss)

$
1,141

$
(745
)

$
4,572

$
(2,435
)





The accompanying notes are an integral part of the unaudited financial
statements.




2




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UNIVERSAL HOSPITAL SERVICES, INC.





BALANCE SHEETS


(dollars in thousands except
share and per share information)





September 30, 2002


December 31, 2001(unaudited)ASSETSCurrent assets:Accounts receivable, less allowance for doubtful accounts of $1,750 at September 30, 2002 and $2,000 at December 30,
2001

$
30,322


$
30,574Inventories


3,024



2,762Deferred income taxes


2,370



2,370Other current assets


2,225



1,120Total current assets


37,941



36,826Property and equipment, net:Movable medical equipment, net


114,448



111,965Property and office equipment, net


5,937



5,933Total property and equipment, net


120,385



117,898Intangible assetsGoodwill and other intangibles


35,481



35,324Other primary deferred financing costs, net


5,448



6,166Total assets

$
199,255


$
196,214LIABILITIES AND SHAREHOLDERS DEFICIENCYCurrent liabilities:Current portion of long-term debt

$
246


$
313Accounts payable


11,620



14,390Accrued compensation and pension


6,440



6,930Accrued interest


1,369



4,795Other accrued expenses


2,518



1,803Bank overdrafts


340



491Total current liabilities


22,533



28,722Long-term debt, less current portion


205,062



204,128Deferred compensation and pension


2,977



3,141Deferred income taxes


5,442



2,370Series B, 13% Cumulative Accruing Pay-In-Kind Stock, $0.01 par value; 25,000 authorized, 6,246 shares issued and
outstanding at September 30, 2002 and December 31, 2001, net of unamortized discount, including accrued stock Dividends


9,351



8,387Common stock subject to put


9,361



3,763Commitments and contingenciesShareholders deficiencyCommon stock, $0.01 par value; 35,000,000 authorized, 11,392,596 issued and outstanding at September 30, 2002 and
11,275,050 at December 30, 2001, Respectively


114



113Additional paid in capital


0



1,091Accumulated deficit


(54,848
)


(54,524
)Deferred compensation


(737
)


(977
)Total shareholders deficiency


(55,471
)


(54,297
)Total liabilities and shareholders deficiency

$
199,255


$
196,214





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)


Nine Months Ended September 30,2002


2001Cash flows from operating activities:Net income (loss)

$
4,572


$
(2,435
)Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation


23,132



20,529Amortization of intangibles


942



2,839Accretion of bond discount


397



397Provision for doubtful accounts


551



1,219Non-cash stock-based compensation expense upon Issuance of stock options


240



1,327Loss on sales/disposal of equipment


472



399Deferred income taxes


3,072Changes in operating assets and liabilities, net of impact of acquisitions:Accounts receivable


(305
)


(2,299
)Inventories and other operating activities


(1,400
)


126Accounts payable and accrued expenses


(5,946
)


(3,470
)Net cash provided by operating activities


25,727



18,632Cash flows from investing activities:Movable medical equipment purchases


(25,489
)


(22,846
)Property and office equipment purchases


(1,634
)


(1,356
)Proceeds from disposition of movable medical equipment


744



619Other


(375
)


33Net cash used in investing activities


(26,754
)


(23,550
)Cash flows from financing activities:Proceeds under loan agreements


47,225



45,250Payments under loan agreements


(46,623
)


(40,505
)Repurchase of common stock


(11
)


(7
)Payment of deferred financing cost






(194
)Payment of deferred offering cost






(607
)Proceeds from issuance of common stock, net of offering costs


587



94Change in book overdraft


(151
)


887Net cash provided by financing activities


1,027



4,918Net change in cash and cash equivalents

$



$
Supplemental cash flow information:Interest paid

$
16,608


$
18,730Movable medical equipment purchases included in accounts payable


5,751


$
5,639Income taxes received

$
75


$
71





The accompanying notes are an integral part of the unaudited financial
statements.







4




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UNIVERSAL HOSPITAL SERVICES, INC.





NOTES TO UNAUDITED QUARTERLY FINANCIAL STATEMENTS





1.    Basis of Presentation:





The condensed financial statements included in this
Form 10-Q have been prepared by 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 generally accepted accounting principles 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2002.





The interim financial
statements presented herein as of September 30, 2002 and 2001, and for the nine months ended September 30, 2002 and 2001, reflect, in the opinion of management, all adjustments necessary for a fair presentation of financial position and the results
of operations 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, 2001 balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted
accounting principles.





2.    New Accounting Standards:





Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 144. This standard broadens the presentation of discontinued operations to include more
disposal transactions. The statement retains the requirements of SFAS No. 121 (Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of) to recognize impairments on property, plant and equipment, but removes
goodwill from its scope. The adoption of SFAS No. 144 did not impact the Companys financial statements.





Effective January 1, 2002,
the Company also adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. This statement discontinued the amortization of goodwill and indefinite-lived intangible assets, subject to periodic impairment testing. The effect of
this change in accounting on the third quarter and nine months ended September 30, 2002, was to increase net income by approximately $0.7 million and $2.0 million, respectively. The adjusted amounts shown below reflect the effect of retroactive
application of the discontinuance of the amortization of goodwill as if the new method of accounting had been in effect during the first quarter of 2001 (dollars in thousands).





Three Months Ended September 30,


Nine Months Ended September 30,2002

2001


2002

2001(unaudited)


(unaudited)Net income (loss)Reported net income (loss)

$
1,141

$
(745
)

$
4,572

$
(2,435
)Goodwill amortization (net of tax effect)





680






2,040Adjusted net income

$
1,141

$
(65
)

$
4,572

$
(395
)





On January 1, 2002, goodwill was tested for impairment in accordance with the provisions
of SFAS no. 142. Estimated fair values were determined using discounted cash flow analysis. No amounts were impaired at that time. In addition, the remaining useful lives of other intangible assets being amortized were reviewed and deemed to be
appropriate. The following provides additional information concerning the companys finite intangible assets, which are included in goodwill and other intangible assets in the Balance Sheet (dollars in thousands):




5




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January 1, 2002


September 30, 2002Customer relationships

$
715


$
922Accumulated amortization


(12
)


(62
)Total finite intangible assets, net

$
703


$
860





Finite intangible assets are amortized on a straight-line basis over the estimated useful
lives generally not exceeding 15 years. The straight-line method of amortization allocates the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained by the company in each reporting period. Total
amortization expense related to finite intangible assets during the nine months ended September 30, 2002 and 2001 was approximately $51,000 and $8,000 respectively. As of September 30, 2002, future estimated amortization expense related to
amortizable other intangible assets will be (dollars in thousands):





Fiscal YearRemainder 2002 (three month period)

$
152003


612004


612005


612006


61After 2006

$
601





Effective July 1, 2001, the company also adopted the provisions of SFAS No. 141, Business
Combinations. The initial adoption of this statement did not have a material impact on the Statements of Operations.





In April 2002, the
Financial Accounting Standards Board issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections, effective for fiscal years beginning after June 15, 2002. SFAS No.
145 will require gains and losses on extinguishments of debt to be classified as income or loss from continuing operations rather than as extraordinary items as previously required under SFAS No. 4. Extraordinary treatment will be required for
certain extinguishments as provided in APB Opinion No. 30. SFAS No. 145 also amends SFAS No. 13 to require certain modifications to capital leases be treated as a sale-leaseback and modifies the accounting for sub-leases when the original lessee
remains a secondary obligor (or guarantor). In addition, the FASB rescinded SFAS No. 44, which addressed the accounting for intangible assets of motor carriers and made numerous technical corrections. The Company is currently evaluating the effect
of the adoption of this statement.





3.    Significant Accounting Policies





The accounting policies for movable medical equipment, property and office equipment, goodwill and other intangibles, and
valuation of long-lived assets in the Annual Report on Form 10-K for the year ended December 31, 2001, have been superseded by the new policies that follow. These policies were impacted by the January 1, 2002, adoption of SFAS No. 142
and SFAS No. 144 (discussed previously). The movable medical equipment and property and office equipment policies did not change significantly, but have been updated to include impairment policy information that was
previously disclosed under the separate valuation of long-lived assets policy.





Movable Medical Equipment





Depreciation of movable medical equipment is provided on the straight-line method over the equipments estimated useful life of
seven years. The cost and accumulated depreciation of movable medical equipment retired or sold is eliminated from their respective accounts and the resulting gain or loss is recorded as sales of supplies and equipment, and other.





Movable medical equipment amounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset (asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.
The amount of the impairment loss to be recorded is calculated by the excess of the assets carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis.




6




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Property and Office Equipment





Property and office equipment includes land, buildings, leasehold improvements and shop and office equipment.





Depreciation and amortization of property and office equipment is provided on the straight-line method over estimated useful lives of 30 years for buildings, remaining lease term for leasehold improvements, and three to ten
years for shop and office equipment. The cost and accumulated depreciation or amortization of property and equipment retired or sold is eliminated from their respective accounts and the resulting gain or loss is recorded in operations. Property and
office equipment amounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of
an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the assets carrying value over
its fair value. Fair value is generally determined using a discounted cash flow analysis.





Goodwill





Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a purchase of a business
combination. Effective January 1, 2002, with the adoption of SFAS No. 142, goodwill is no longer amortized. Prior to January 1, 2002, goodwill was amortized on a straight-line basis, ranging from 15 to 40 years. Beginning January 1, 2002, goodwill
will be tested for impairment on an annual basis in the fourth quarter, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Impairment testing for
goodwill is done at a reporting unit level. Currently, the Company has identified one reporting unit under the criteria set forth by SFAS No. 142. An impairment loss would generally be recognized when the carrying amount of the reporting units
net assets exceeds the estimated fair value of the reporting unit. The estimated fair value of the reporting unit is determined using discounted cash flows analysis. Prior to January 1, 2002, goodwill was tested for impairment in a manner consistent
with property, plant and equipment and intangible assets with a definite life. Goodwill, included in goodwill and other intangible assets, net on the balance sheet was $34,621 at September 30, 2002 and December 31, 2001, (dollars in thousands).





Intangible Assets





Intangible assets primarily include customer relationships and other intangible assets acquired from an independent party. Effective January 1, 2002, with the adoption of SFAS No. 142, intangible assets with a definite life are
amortized on a straight-line basis with estimated useful lives of generally 15 years. Intangible assets with a definite life are tested for impairment whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not
be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated fair value of the asset. The excess of the assets carrying value over its fair value calculates the amount of the impairment loss to be
recorded. Fair value is generally determined using a discounted cash flow method.




7




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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.





Results of Operations





The following table provides information on the percentages of certain items of selected financial data bear to total revenues and also indicates the percentage increase or decrease of this information
over the prior comparable period:





Percent of Total Revenues


Percent Increase (Decrease)Three Months Ended September 30,


Nine Months Ended September 30,


Qtr 3 2002 Over Qtr 3 2001


Nine Months 2002 Over Nine Months 20012002

2001


2002

2001Revenues:Equipment outsourcing

84.4%

89.5%


85.0%

89.8%


18.1%


18.9%Sales of supplies and equipment and other

15.6%

10.5%


15.0%

10.2%


85.3%


85.1%Total revenues

100.0%

100.0%


100.0%

100.0%


25.2%


25.7%Costs of equipment outsourcing and salesCost of equipment outsourcing

25.8%

27.4%


25.3%

26.2%


17.7%


21.3%Movable medical equipment depreciation

19.5%

21.9%


18.9%

21.2%


11.6%


12.2%Cost of supplies and equipment sales

9.6%

6.2%


9.3%

6.1%


95.0%


90.9%Total costs of equipment outsourcing and sales

54.9%

55.5%


53.5%

53.5%


23.9%


25.7%Gross profit

45.1%

44.5%


46.5%

46.5%


26.9%


25.7%Selling, general and administrativeSelling, general and administrative, excluding, additional retirement benefits

28.0%

31.0%


27.9%

31.1%


13.2%


13.1%Additional retirement benefits including $1.2 million of non-cash stock compensation

0.0%

0.0%


0.0%

1.7%


NM


NMTotal selling, general and administrative

28.0%

31.0%


27.9%

32.8%


13.2%


7.2%Operating income

17.1%

13.5%


18.6%

13.7%


58.2%


69.8%Interest expense

11.9%

15.9%


11.9%

16.3%


(7.1%
)

(8.9%
)Income (loss) before income taxes

5.2%

(2.4%
)

6.7%

(2.6%
)

NM


NMProvision for income taxes

2.2%

0.1%


2.7%

0.1%


NM


NMNet income (loss)

3.0%

(2.5%
)

4.0%

(2.7%
)

NM


NM





General





We are a leading nationwide provider of medical technology outsourcing and services to the healthcare industry. Our diverse customer base includes more than 2,720 of the 5,800 acute care hospitals
nationwide and approximately 3050 alternate site providers, such as home care providers, nursing homes, surgery centers, subacute care facilities and outpatient centers. We offer our customers a wide range of programs to help them increase
productivity while reducing costs. These programs include a comprehensive range of support services including equipment delivery, training, technical support, inspection, maintenance, logistics and complete documentation. With our outsourcing
programs we enable customers to outsource all, or a significant portion of, their movable medical equipment needs by providing, maintaining, managing, documenting and tracking that equipment for them. Our fees are paid directly by our customers
rather than through reimbursement from government or other third-party payors.





Our outsourcing programs differ from traditional purchase
or lease alternatives for obtaining movable medical equipment. Under our outsourcing programs, customers are able to use our equipment and rely on us to upgrade, manage and maintain that equipment. All of our outsourcing programs include a
comprehensive range of support services, including equipment delivery, training, technical and educational support, inspection, maintenance and comprehensive documentation. We seek to maintain high utilization of our equipment by pooling and
redeploying that equipment among a diverse customer base and adjusting pricing on a customer-by-customer basis to compensate for their varying usage rates. We also sell disposable medical supplies to customers in conjunction with our outsourcing
programs. In addition, we offer repair, inspection, preventative maintenance and logistic services for the equipment that our customers own.




8




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Our outsourcing and service programs enable healthcare providers to replace the fixed costs of owning
and/or leasing medical equipment with variable costs that are more closely related to current needs and utilization rates. The increased flexibility and services provided to our customers enables them to:





| |  |  | Increase equipment productivity rates.    Our outsourcing programs, including our exclusive AIMS/CSsoftware, enable healthcare providers to increase the productivity of their movable medical equipment by
tracking their utilization rates and matching equipment availability with actual need. This enables them to purchase less equipment and reduce the related costs associated with the management, tracking and storage of excess equipment on-site.
Furthermore, our programs allow customers to more effectively match the costs of equipment usage with variable patient charges.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Outsource support services.    We believe that our support services substantially reduce the operating cost and administrative burden
associated with equipment ownership or lease. Our support services include equipment delivery, training, technical and educational support, inspection, maintenance, and comprehensive documentation. These services generally result in lower cost to
the customer than if performed internally. In addition, we believe that our outsourcing programs reduce the time that nurses and other medical staff devote to the management and maintenance of movable medical equipment rather than direct patient
care. We believe that this may increase staff job satisfaction, productivity and performance and reduce staff turnover.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Provide Equipment Lifecycle Services.    Through our Equipment Lifecycle Service program, we offer consulting and support services
for managing and maintaining all the equipment in a hospital. These services include capital planning, procurement, complete maintenance, supplemental usage, financing and disposition of the hospitals equipment.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Eliminate equipment obsolescence risk.    Healthcare providers can effectively eliminate the risk of equipment obsolescence through
our outsourcing programs. In addition, our own risk of equipment obsolescence is reduced because we can place with one customer the equipment that may be obsolete to another customer, thus extending the useful life of the equipment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




We are one of only two national providers of movable medical equipment outsourcing programs. We own a pool of approximately 128,000
pieces of movable medical equipment in four primary categories: critical care, respiratory therapy, monitoring, and newborn care. As of September 30, 2002, we operated through 65 full service district offices and 13 regional service centers, serving
outsourcing and sales customers in all 50 states and the District of Columbia. We currently provide outsourcing services to approximately 45% of all acute care hospitals in the United States, including UCLA Medical Center, Brigham and Womens
Hospital, Johns Hopkins Medical Center and Bon Secours Health System. We also have contracts with several national group purchasing organizations, or GPOs, including Premier, Novation, LLC, MedAssets and Amerinet, Inc. We commenced operations in
1939, originally incorporated in Minnesota in 1954 and reincorporated in Delaware in 2001.





Industry Background





In 2001, total healthcare expenditures in the United States were estimated at $1.4 trillion, representing 13.4% of the U.S. gross domestic product and
an increase of approximately 7.7% over 2000, according to the Centers for Medicare and Medicaid Services, or CMS. An aging U.S. population and advances in medical technology are expected to drive increases in hospital patient populations and the
consumption of healthcare services. CMS estimates that total healthcare expenditures will grow by 7.3% during the forecast period 2001-2011. According to these estimates, healthcare expenditures will account for approximately $2.8 trillion, or 17%,
of U.S. gross domestic product by 2011.





In recent years, particularly following the enactment of the Balanced Budget Act of 1997, acute
care hospitals and alternate site providers have faced increasing pressure due to a reduction in resources and the increased complexity in delivering healthcare services. Reimbursement pressure from government payors, such as Medicare and Medicaid,
and private insurers are forcing healthcare providers to contain costs. The national shortage of medical support staff, including nurses, has placed greater constraints on such individuals, requiring them to perform more tasks in less time.




9




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The following discussion addresses our financial condition as of September 30, 2002 and the results of
operations and cash flows for the three months and nine months ended September 30, 2002 and 2001. 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 sections included in our Annual Report Form 10-K filed with the Securities and Exchange Commission on March 15, 2002.





Safe Harbor Statements under the Private Securities Litigation Reform Act of 1995:    We believe statements in this filing looking forward in time involve risks and uncertainties. The following factors,
among others, could adversely effect our business, operations and financial condition causing our actual results to differ materially from those expressed in any forward-looking statements: the Companys history of net losses and substantial
interest expense since its 1998 recapitalization; the Companys need for substantial cash to operate and expand its business as planned; the Companys substantial outstanding debt and high degree of leverage and the continued availability,
terms and deployment of capital, including the Companys ability to service or refinance debt; restrictions imposed by the terms of the Companys debt; the Companys ability to effect change in the manner in which healthcare providers
traditionally procure medical equipment; the Companys relationships with certain key suppliers and any adverse developments concerning these suppliers; the Companys ability to renew contracts with group purchasing organizations; the
Companys ability to acquire adequate insurance to cover claims; adverse regulatory developments affecting, among other things, the ability of our customers to obtain reimbursement of payments made to the Company; changes and trends in customer
preferences, including increased purchasing of movable medical equipment; difficulties or delays in our continued expansion into certain markets and developments of new markets; additional credit risks in increasing business with home care providers
and nursing homes; consolidations in the healthcare industry; unanticipated costs or difficulties or delays in implementing the components of our strategy and plan and adverse consequences relating to our ability to successfully integrate recent
acquisitions; effect of and changes in economic conditions, including inflation and monetary conditions; actions by competitors; and the availability of and ability to retain qualified personnel. These and other risk factors are detailed in the
Companys Securities and Exchange Commission filings.





Equipment Outsourcing Revenues





Equipment outsourcing revenues for the three months ended September 30, 2002 were $31.8 million, representing a $4.9 million, or 18.1%, increase from equipment
outsourcing revenues of $26.9 million for the same period of 2001. Equipment outsourcing revenues for the nine months ended September 30, 2002 were $97.1 million, representing a $15.4 million, or 18.9%, increase from equipment outsourcing revenues
of $81.7 million for the same period of 2001. The outsourcing revenue growth resulted from our acquisition of Narco Medical Services completed in the fourth quarter of 2001, increased customer penetration, and expanded customer base.





Sales of Supplies and Equipment, Service and Other Revenues





Sales of supplies and equipment, service and other revenues for the three months ended September 30, 2002 were $5.9 million, representing a $2.7 million, or 85.3%, increase from sales of supplies and
equipment, service and other revenues of $3.2 million for the same period of 2001. Sales of supplies and equipment, service and other revenues for the nine months ended September 30, 2002 were $17.2, representing a $7.9 million, or 85.1%, increase
from sales of supplies and equipment, service and other revenues of $9.3 million for the same period of 2001. The increase in service revenue is mainly attributable to the Equipment Lifecycle Services, or ELS, that were gained through our
acquisition of Narco Medical Services in October 2001 and growth in customer and vendor service revenue.





Cost of Equipment
Outsourcing





Cost of equipment outsourcing for the three months ended September 30, 2002 was $9.7 million, representing a $1.4
million, or 17.7%, increase from cost of equipment outsourcing of $8.3 million for the same period of 2001. Cost of equipment outsourcing for the nine months ended September 30, 2002 was $28.9, representing a $5.1 million, or 21.3%, increase from
cost of equipment outsourcing of $23.8 million for the same period of 2001. For the three months ended September 30, 2002, cost of equipment outsourcing as a percentage of equipment outsourcing revenues decreased slightly to 30.6% from 30.7% for the
same period of 2001. For the nine months ended September 30, 2002, cost of equipment outsourcing as a percentage of equipment outsourcing revenues increased to 29.8% from 29.2% for the same period of 2001. This increase was a result of higher
delivery costs, support personnel added for the growth in AMPPs, Asset Management Partnership Program, and expanded customer base,




10




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increased equipment repair related expenses, increased rent expense due to new office openings, combined with other costs incurred to support
the equipment outsourcing revenue growth.





Movable Medical Equipment Depreciation





Movable medical equipment depreciation for the three months ended September 30, 2002 was $7.3 million, representing a $0.7 million, or 11.6%, increase from
movable medical equipment depreciation of $6.6 million for the same period of 2001. Movable medical equipment depreciation for the nine months ended September 30, 2002 was $21.6 million, representing a $2.4 million, or 12.2%, increase from movable
medical equipment depreciation of $19.2 million for the same period of 2001. This increase was a result of movable medical equipment purchases. For the three months September 30, 2002, movable medical equipment depreciation as a percentage of
equipment outsourcing revenues decreased to 23.1% from 24.5% for the same period of 2001. For the nine months ended September 30, 2002, movable medical equipment depreciation as a percentage of equipment outsourcing revenues decreased to 22.2% from
23.6% for the same period of 2001. This decrease was achieved by the strong revenue growth, described above under the caption Equipment Outsourcing Revenues, combined with classes of acquired equipment becoming fully depreciated.





Gross Profit





Total gross profit for the three months ended September 30, 2002 was $17.0 million, representing a $3.6 million, or 26.9%, increase from gross profit of $13.4 million for the same period of 2001. Total gross profit for the nine
months ended September 30, 2002 was $53.2 million, representing a $10.9 million, or 25.7%, increase from gross profit of $42.3 million for the same period of 2001. For the three months ended September 30, 2002, total gross profit, as a percentage of
total revenues, increased to 45.1% from 44.5% for the same period of 2001. The increase in gross profit as a percentage of total revenue for the third quarter is primarily due to decreased movable medical equipment depreciation expense as a
percentage of outsourcing revenue and revenue growth. For the nine months ended September 30, 2002 and 2001, total gross profit, as a percentage of total revenues, remained constant at 46.5%.





Gross profit on equipment outsourcing revenue represents outsourcing revenues reduced by the cost of outsourcing and movable medical equipment depreciation. Gross profit on outsourcing
revenue for the three months ended September 30, 2002 increased to 46.3% from 44.9% for the same period in 2001. Gross profit on outsourcing revenue for the nine months ended September 30, 2002 increased to 48.0% from 47.2% for the same period in
2001. The increased margin for the period reflects outsourcing revenue growth and a marginal decrease in movable medical equipment depreciation offset by increased expenses relating to the cost of equipment outsourcing discussed above under the
caption Cost of Equipment Outsourcing.





Gross margin on sales of supplies and equipment and other for the three months ended
September 30, 2002, decreased to 38.1% from 41.2% for the same period of 2001. Gross margin on sales of supplies and equipment and other for the nine months ended September 30, 2002, decreased to 38.1% from 40.0% for the same period of 2001. This
decrease is a result of service revenue mix related to our acquisition of Narco Medical Services.





Selling, General and Administrative
Expenses





Selling, general and administrative expenses for the three months ended September 30, 2002 were $10.6 million, representing
a $1.3 million, or 13.2%, increase from selling, general and administrative expenses of $9.3 million for the same period of 2001. Selling, general and administrative expenses for the nine months ended September 30, 2002 were $31.9 million,
representing a $2.1 million, or 7.2%, increase from selling, general and administrative expenses of $29.8 million for the same period of 2001. The increase was primarily due to higher medical and workers compensation insurance expenses, additional
expenses to support AMPP and ELS programs, increased customer service and support costs, the addition of two senior executives, additional costs of employee incentive plans, partially offset by a reduction in expenses related to allowance for
doubtful accounts, goodwill amortization and non-recurring additional retirement benefit expenses in the second quarter of 2001. Selling, general and administrative expenses as a percentage of total revenue for the three months ended September 30,
2002 decreased to 28.0% from 31.0% for the same period of 2001. Selling, general and administrative expenses as a percentage of total revenue for the nine months ended September 30, 2002 decreased to 27.9% from 32.8% for the same period of 2001.
These decreases were due to increased efficiencies at the selling, general, and administrative expense level, the impact of SFAS No. 142, which eliminated goodwill amortization and the elimination of non-recurring additional retirement benefit
expenses recorded in the second quarter of 2001.




11




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EBITDA





We believe earnings before interest, taxes, depreciation, and amortization, or EBITDA, to be useful in analyzing our operating performance and our ability to service our debt. EBITDA for the three months ended September 30,
2002 was $14.6 million, representing a $2.6 million, or 21.4%, increase from $12.0 million for the same period of 2001. EBITDA for the nine months ended September 30, 2002 was $45.3 million, representing a $9.4 million, or 26.3%, increase from $35.9
million for the same period of 2001. EBITDA as a percentage of total revenue for the three months ended September 30, 2002 decreased to 38.7% from 40.0% for the same period of 2001. EBITDA as a percentage of total revenue for the nine months ended
September 30, 2002 increased to 39.6% from 39.4% for the same period of 2001.





Adjusted EBITDA





We believe adjusted EBITDA to be a better indicator than EBITDA of our operating performance and our ability to service debt since it excludes one-time
non-recurring expenses or gains. Adjusted EBITDA for the three months ended September 30, 2002 was $14.7 million, representing a $2.6 million, or 21.5%, increase from $12.1 million for the same period of 2001. Adjusted EBITDA for the nine months
ended September 30, 2002 was $45.5 million, representing a $7.9 million, or 21.0%, increase from $37.6 million for the same period of 2001. Adjusted EBITDA excludes from EBITDA management fees to J.W. Childs Associates, L.P., as well as additional
retirement benefits in 2001. Adjusted EBITDA as a percentage of total revenue for the three months ended September 30, 2002 decreased to 38.9% from 40.1% for the same period of 2001. Adjusted EBITDA as a percentage of total revenue for the nine
months ended September 30, 2002 decreased to 39.8% from 41.4% for the same period of 2001 as a result of the revenue mix associated with our Narco Medical Services, Inc. acquisition. Higher insurance costs, delivery and support personnel expenses,
and other costs incurred to generate revenue growth also contributed to the margin reduction.





Interest Expense





Interest expense for the three months ended September 30, 2002 was $4.5 million, representing a $0.3 million, or 7.1%, decrease from interest expenses
of $4.8 million for the same period of 2001. Interest expense for the nine months ended September 30, 2002 was $13.6 million, representing a $1.3 million, or 8.9%, decrease from interest expense of $14.9 million for the same period of 2001. These
decreases primarily reflect a reduced effective interest rate for our revolving credit facility, partially offset by additional borrowings. Average borrowings increased for the three months ended September 30, 2002 to $204.7 million from $197.4
million for the same period of 2001. Average borrowings increased for the nine months ended September 30, 2002 to $206.5 million from $198.1 million for the same period in 2001.





Income Taxes





Our effective income tax rate for the nine months ended September
30, 2002 was 40.3% compared to a statutory federal income tax rate of 34.0%, primarily due to state taxes.





Net Income





We earned net income for the three months ended September 30, 2002 of $1.1 million, representing a $1.8 million, increase from a net
loss of $0.7 million in the same period of 2001. We earned net income for the nine months ended September 30, 2002 of $4.6 million, representing a $7.0 million, increase from a net loss of $2.4 million in the same period of 2001.




12




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Quarterly Financial Information: 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





Historically, we have financed our equipment purchases primarily through internally generated funds and borrowings under our revolving credit facility. As an
asset intensive business, we need continued access to capital to support the acquisition of equipment for outsourcing to our customers. We purchased and received $40.7 million, $31.2 million and $41.6 million of outsourcing equipment in 2001, 2000,
and 1999, respectively. For the first nine months of 2002 and 2001, we purchased and received $25.3 million and $25.5 million of movable medical equipment, respectively.





During the first nine months of 2002 and 2001, net cash flows provided by operating activities were $25.7 million and $18.6 million, respectively. Net cash used in investing activities were $26.7
million and $23.6 million in each of these periods. Net cash flows provided by financing activities were $1.0 million and $4.9 million in each of these periods.





Our principal sources of liquidity are expected to be cash flows from operating activities and borrowings under our revolving credit facility. 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.





In connection with our 1998 recapitalization, we issued $100.0 million of our 10.25% senior notes. In January 1999, we issued an additional $35.0 million of our senior notes. The senior notes earn interest at a rate of 10.25% per
year, payable on March 1 and September 1 of each year. We also have an $87.5 million revolving credit facility. On October 12, 2001, we amended our credit facility to increase the size of the facility from $77.5 million to $87.5 million. Interest on
loans outstanding under our revolving credit facility is payable at a rate per annum, selected at our option, equal to the base rate margin (which is the banks base rate plus 1.25%) or the adjusted Eurodollar rate margin (which is the adjusted
Eurodollar rate plus 2.5%). Our revolving credit facility, which terminates on October 31, 2004, contains certain covenants including restrictions and limitations on dividends, capital expenditures, liens, leases, incurrence of debt, transactions
with affiliates, investments and certain payments, and on mergers, acquisitions, consolidations and asset sales. As of September 30, 2002, we had outstanding $135.0 million of our senior notes and had borrowed $72.7 million under our revolving
credit facility.





On August 17, 1998, we issued 6,000 shares of our Series A 12% Cumulative Convertible Accruing Pay-In-Kind Preferred
Stock to an affiliate of J.W. Childs Equity Partners, L.P., the holder of approximately 78% of our common stock, for an aggregate price of $6.0 million. On December 18, 1998, we redeemed our Series A preferred stock with proceeds of $6.3 million
from the sale to an insurance company of 6,246 shares of our Series B 13% Cumulative Accruing Pay-In-Kind Preferred Stock together with a warrant to purchase 245,000 shares of our common stock.





We believe that, based on current levels of operations and anticipated growth, our cash from operations, together with our other sources of liquidity, including borrowings available under
the revolving credit facility, will be sufficient over the term of the agreement to fund anticipated capital expenditures and make required payments of principal and interest on our debt, including payments due on our senior notes and obligations
under the revolving credit facility. We believe that our ability to repay our senior notes and amounts outstanding under the revolving credit facility at maturity will require additional financing. There can be no assurance, however, that any such
financing will be available at such time to us, or that any such financing will be on terms favorable to us.




13




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Our expansion and acquisition strategy may require substantial capital, and no assurance can be given
that sufficient funding for such acquisitions will be available under our revolving credit facility, or that we will be able to raise any necessary additional funds through bank financing or the issuance of equity or debt securities on terms
acceptable to us, if at all.





Nine months ended September 30,2002


2001Supplemental Information:EBITDA

$
45,307


$
35,872Adjusted EBITDA


45,545



37,630Net cash provided by operating activities


25,727



18,632Net cash used in investing activities


(25,727
)


(23,550
)Net cash provided by financing activities


1,027



4,918Movable medical equipment expenditures (including acquisitions)

$
25,298


$
25,510Other operating data:Movable medical equipment (units at end of period)


128,000



110,000Offices (at end of period)


65



61Number of hospital customers (at end of period)


2,720



2,520Number of total customers (at end of period)


5,770



5,265





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 September 30, 2002 we had approximately $205,308,000 of total debt outstanding, net of unamortized discount, of which $72,725,000 was bearing interest at variable rates approximating 4.4%. A
2.0% change in interest rates on variable rate debt would have resulted in interest expense fluctuating approximately $1,073,000 and $950,000 for the first nine months of 2002 and 2001, respectively. A 2.0% change in interest rates on variable rate
debt would have resulted in interest expense fluctuating approximately $1,305,000 for 2001, $1,240,000 for 2000, and $2,200,000 for 1999. We have not, and do not plan to, enter into any derivative financial instruments for trading or speculative
purposes. As of September 30, 2002, we had no other significant 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-14(c) under the Exchange Act) as of the date (the
Evaluation Date) within 90 days prior to the filing date of this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective in timely alerting them to the material information relating to us required to be included in our periodic SEC filings.





(b).  Changes in internal controls.





There were
no significant changes made in our internal controls during the period covered by this report or, to our knowledge, in other factors that could significantly affect these controls subsequent to the date of their evaluation.




14




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PART IIOTHER INFORMATION





Item 1.Legal Proceedings





Not
applicable.





Item 2.Changes in Securities and Use of Proceeds





Not applicable.





Item
3.Defaults upon Senior Securities





Not applicable.





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





Not applicable.





Item
5.Other Information





Not applicable.





Item 6.Exhibits and Reports on Form 8-K





|(a) |  | Exhibits:
|--- |  | ---------




12.1

Ratio of Earnings to Fixed Charges99.1

President and Chief Executive Officer Certification99.2

Chief Financial Officer Certification





|(b) |  | Reports on Form 8-K:
|--- |  | --------------------




None




15




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SIGNATURES





Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





Date:  November 12, 2002





UNIVERSAL HOSPITAL SERVICES, INC.By:

/s/    GARY D.
BLACKFORDGary D. Blackford, President
and Chief Executive Officer


By:

/s/    JOHN A.
GAPPAJohn A. Gappa, Senior Vice
President and Chief Financial Officer







16




---




I, Gary Blackford, certify that:





|1. |  | I have reviewed this quarterly report on Form 10Q of Universal Hospital Services, Inc.;
|-- |  | ---------------------------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others within those
entities, particularly during the period in which this quarterly report is being prepared;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent function);
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date:  November 12, 2002





By:

/s/    GARY D. BLACKFORD, Gary D. Blackford,President and Chief Executive Officer




17




---




I, John Gappa, certify that:





|1. |  | I have reviewed this quarterly report on Form 10Q of Universal Hospital Services, Inc.;
|-- |  | ---------------------------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others within those
entities, particularly during the period in which this quarterly report is being prepared;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent function);
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date:  November 12, 2002





By:

/s/    JOHN A. GAPPA, John A. Gappa,Senior Vice President and Chief Financial Officer







18




---

Universal Hospital Services, Inc.





EXHIBIT INDEX TO REPORT ON FORM 10-Q





Exhibit Number

Description

Page12.1

Ratio of Earnings to Fixed Charges

2099.1

President and Chief Executive Officer Certification

2199.2

Chief Financial Officer Certification

22




19