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Dispositions And Acquisitions Of Assets And Businesses And Assets Held For Sale
9 Months Ended
Sep. 30, 2011
Dispositions And Acquisitions Of Assets And Businesses And Assets Held For Sale [Abstract] 
Dispositions And Acquisitions Of Assets And Businesses And Assets Held For Sale

(9) Dispositions and acquisitions of assets and businesses and assets held for sale

Nine-month period ended September 30, 2011:

Acquisitions:

During the third quarter of 2011, we paid approximately $9 million to acquire administrative office buildings located in Pennsylvania and Tennessee.

Divestitures:

During the first nine months of 2011, we received cash proceeds of approximately $24 million for: (i) sale of the real property of a closed acute care hospital (during the first quarter); (ii) installment payment for our ownership interest in an outpatient surgery center (during the second quarter); (iii) sale of MeadowWood Behavioral Health System which is located in Delaware (this third quarter sale was pursuant to our agreement with the Federal Trade Commission in connection with our acquisition of PSI), and; (iv) sale of our majority ownership interest in a radiation oncology center located in Nevada (during the third quarter). The pre-tax loss, net of gains, did not have a material impact on our consolidated financial statements for the three or nine-month periods ended September 30, 2011.

 

Nine-month period ended September 30, 2010:

Acquisitions:

During the first nine months of 2010, we acquired substantially all of the assets of an outpatient surgery center located in Florida in which we previously held a 20% minority ownership interest. The purchase price consideration in connection with this transaction, which occurred during the first quarter, consisted of acquisition of the net assets less the assumption of the outstanding liabilities and third-party debt.

In November, 2010, we completed the acquisition of Psychiatric Solutions, Inc. ("PSI"). PSI was formerly the largest operator of freestanding inpatient behavioral health care facilities operating a total of 105 inpatient and outpatient facilities in 32 states, Puerto Rico, and the U.S. Virgin Islands. Assuming the acquisition of PSI occurred on January 1, 2010, pro forma net revenues for the three and nine-month period ended September 30, 2010 would have been approximately $1.83 billion and $5.50 billion, respectively. Our pro forma net income attributable to UHS for the three and nine-month period ended September 30, 2010 would have been $91.4 million and $269.5 million, respectively, and our pro forma net income attributable to UHS per diluted share for the three and nine-month period ended September 30, 2010 would have been $.93 per diluted share and $2.74 per diluted share, respectively.

Divestitures:

During the first nine months of 2010, we received cash proceeds of $21 million for sale of: (i) our minority ownership interest in a healthcare technology company (during the first quarter); (ii) a portion of our ownership interest in an outpatient surgery center located in Texas (during the second quarter), and; (iii) the real property of Methodist Hospital located in Louisiana (during the third quarter) that was severely damaged and closed in 2005 as a result of Hurricane Katrina. The pre-tax gain, net of losses, resulting from the above-mentioned transactions did not have a material impact on our consolidated financial statements for the three or nine-month periods ended September 30, 2010.

Assets held for sale:

In connection with the receipt of antitrust clearance from the Federal Trade Commission ("FTC") in connection with our acquisition of PSI in November, 2010, we agreed to divest three former PSI facilities, one of which is located in Delaware (MeadowWood Behavioral Health System) and two of which are located in Nevada (Montevista Hospital and Red Rock Hospital) as well as one of our legacy facilities in Puerto Rico (Hospital San Juan Capestrano). We completed the divestiture of MeadowWood Behavioral Health System in July, 2011. Pursuant to the terms of our agreement with the FTC, we are required to divest the facility in Puerto Rico within approximately nine months from the date the agreement was finalized, which occurred on April 19, 2011. We have requested that the FTC provide us with approximately eleven months from the date the agreement was finalized to divest the facilities in Nevada. The operating results for the three former PSI facilities located in Delaware and Nevada are discontinued operations during the three and nine-month period ended September 30, 2011. Since the aggregate income from discontinued operations before income tax expense for these facilities is not material to our consolidated financial statements during the three and nine-month periods ended September 30, 2011, it is included as a reduction to other operating expenses. The assets and liabilities for Montevista Hospital, Red Rock Hospital and Hospital San Juan Capestrano are reflected as "held for sale" on our Consolidated Balance Sheets as of September 30, 2011. The assets and liabilities for MeadowWood Behavioral Health System, Montevista Hospital, Red Rock Hospital and Hospital San Juan Capestrano are reflected as "held for sale" on our Consolidated Balance Sheets as of December 31, 2010.