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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

The registrant had ~~11,014,222~~11,393,086 shares of common stock outstanding as of ~~November 10, 2015.~~May 9, 2016.


	September 30, 2015			December 31, 2014			March 31, 2016			December 31, 2015
	(unaudited)						(unaudited)
ASSETS⁽¹⁾
Current assets:
Cash and cash equivalents	$	26,471		$	15,940		$	26,367		$	29,593
Accounts receivable, net of allowance for doubtful accounts of $2,220 and $2,100 atSeptember 30, 2015 and December 31, 2014, respectively		28,761			24,673
Restricted cash							$	8,727			9,727
Accounts receivable, net of allowance for doubtful accounts of $3,906 and $2,920 at March 31, 2016 and December 31, 2015, respectively								28,273			23,176
Inventories		2,310			2,512			2,190			2,345
Deferred tax assets, net		6,617			5,873			5,905			6,343
Prepaid expenses and other current assets		7,100			4,466			5,963			5,086

Total current assets		71,259			53,464			77,425			76,270
Property and equipment, net		31,475			20,796			28,203			28,981
Restricted cash		6,750			—
Investments in nonconsolidated affiliates		60,525			59,780			68,293			68,851
Goodwill		97,836			97,836			89,856			89,856
Intangible assets, net		14,962			16,613			14,093			14,592
Other assets		211			159

Total assets	$	283,018		$	248,648		$	277,870		$	278,550

LIABILITIES⁽²⁾ AND EQUITY
Current liabilities:
Accounts payable	$	10,810		$	7,708		$	10,264		$	7,614
Accrued payroll		21,182			13,816			8,915			11,336
Other accrued liabilities		19,655			18,373			22,211			21,388
Other current liabilities		529			606			642			604
Current portion of long-term debt		1,030			2,040			6,988			7,121
Current portion of related party long-term debt		760			746			926			—
Current portion of capital lease obligations		1,439			537			2,055			1,486

Total current liabilities		55,405			43,826			52,001			49,549
Other long-term liabilities		8,729			1,888			10,105			10,120
Deferred compensation payable		4,323			4,491			4,051			4,275
Long-term debt, less current portion		34,241			28,264			26,906			26,741
Related party long-term debt, less current portion		18,004			3,085			14,507			15,421
Capital lease obligations, less current portion		6,736			1,789			5,929			6,049
Deferred tax liabilities, net		17,387			20,127			15,187			15,281

Total liabilities		144,825			103,470			128,686			127,436
Commitments and contingencies
Equity:
USMD Holdings, Inc. stockholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued		—			—			—			—
Common stock, $0.01 par value, 49,000,000 shares authorized; 10,373,125 and 10,181,258 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively		104			102
Common stock, $0.01 par value, 49,000,000 shares authorized; 11,393,086 and 11,333,838 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively								114			113
Additional paid-in capital		163,204			160,458			171,974			171,269
Accumulated deficit		(29,061	)		(18,750	)		(23,002	)		(20,366	)
Accumulated other comprehensive loss		(2	)		(2	)		(2	)		(2	)

Total USMD Holdings, Inc. stockholders’ equity		134,245			141,808			149,084			151,014
Noncontrolling interests in subsidiaries		3,948			3,370			100			100

Total equity		138,193			145,178			149,184			151,114

Total liabilities and equity	$	283,018		$	248,648		$	277,870		$	278,550

~~The liabilities of the consolidated VIE are obligations of the VIE and the creditors have no recourse to USMD Holdings, Inc.~~


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2015			2014			2015			2014			2016			2015
Revenue:
Patient service revenue	$	50,065		$	48,907		$	143,583		$	139,175		$	50,368		$	45,151
Provision for doubtful accounts related to patient service revenue		(1,161	)		(1,013	)		(3,499	)		(2,276	)		(2,257	)		(1,200	)

Net patient service revenue		48,904			47,894			140,084			136,899			48,111			43,951
Capitated revenue		24,698			18,500			71,789			47,360			28,275			23,071
Management and other services revenue		5,284			5,296			15,533			17,409			5,004			5,068
Lithotripsy revenue		5,881			5,742			16,148			15,930			—			4,856

Net operating revenue		84,767			77,432			243,554			217,598			81,390			76,946

Operating expenses:
Salaries, wages and employee benefits		42,435			42,637			126,373			123,465			41,913			41,509
Medical services and supplies expense		28,668			22,517			79,684			58,539			26,259			25,044
Rent expense		5,184			4,105			13,348			11,780			4,453			4,056
Provision for doubtful accounts		53			138			(66	)		186			106			(133	)
Other operating expenses		9,073			7,740			29,128			24,629			10,806			9,855
Depreciation and amortization		2,519			1,997			6,770			14,173			2,256			2,227

Total operating expenses		87,932			79,134			255,237			232,772			85,793			82,558

Loss from operations		(3,165	)		(1,702	)		(11,683	)		(15,174	)		(4,403	)		(5,612	)
Other income (expense):
Interest expense, net		(852	)		(706	)		(2,345	)		(2,099	)		(936	)		(743	)
Equity in income of nonconsolidated affiliates, net		2,264			2,666			6,777			8,185			1,651			1,756
Other gain		87			—			138			—			68			—

Total other income, net		1,499			1,960			4,570			6,086			783			1,013

Income (loss) before income taxes		(1,666	)		258			(7,113	)		(9,088	)
Loss before income taxes														(3,620	)		(4,599	)
Benefit for income taxes		(952	)		(663	)		(4,155	)		(4,986	)		(984	)		(2,019	)

Net income (loss)		(714	)		921			(2,958	)		(4,102	)
Net loss														(2,636	)		(2,580	)
Less: net income attributable to noncontrolling interests		(2,827	)		(2,667	)		(7,353	)		(6,980	)		—			(2,082	)

Net loss attributable to USMD Holdings, Inc.	$	(3,541	)	$	(1,746	)	$	(10,311	)	$	(11,082	)	$	(2,636	)	$	(4,662	)

Loss per share attributable to USMD Holdings, Inc.
Basic	$	(0.34	)	$	(0.17	)	$	(1.00	)	$	(1.09	)	$	(0.25	)	$	(0.46	)
Diluted	$	(0.34	)	$	(0.17	)	$	(1.00	)	$	(1.09	)	$	(0.25	)	$	(0.46	)
Weighted average common shares outstanding
Basic		10,454			10,177			10,353			10,151			10,567			10,246
Diluted		10,454			10,177			10,353			10,151			10,567			10,246

Note 1 – Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements

USMD Holdings, Inc. (“USMD” or the “Company”) is an ~~innovative,~~ early-stage physician-led integrated health system. An integrated health system is considered early-stage when it has not yet established all the components necessary to be considered a fully integrated health system. Through its subsidiaries and affiliates, the Company provides healthcare services to patients and management and operational services to hospitals and other healthcare service providers. The Company provides healthcare services to patients in physician clinics, hospitals and other healthcare facilities, including cancer treatment centers and anatomical pathology and clinical laboratories. A wholly owned subsidiary of the Company is the sole member of a Texas Certified Non-Profit Health Organization that owns and operates a multi-specialty physician group practice (“USMD Physician Services”) in the Dallas-Fort Worth, Texas metropolitan area.

Through other wholly owned subsidiaries, the Company provides management and operational services to two general acute care hospitals in the Dallas-Fort Worth, Texas metropolitan area and provides management and/or operational services to three cancer treatment centers in three ~~states and 21 lithotripsy service providers (i.e., kidney stone treatment) primarily located in the South-Central United States.~~states. Of these managed entities, the Company has ~~minority~~noncontrolling ownership interests in the two hospitals and one cancer treatment ~~center and 19 lithotripsy service providers. The Company consolidates the operations of 17 lithotripsy service providers into its financial statements.~~center. In addition, the Company wholly owns and operates one Independent Diagnostic Testing Facility (“IDTF”), two clinical laboratories, one anatomical pathology laboratory and one cancer treatment center ~~and two lithotripsy service providers~~ in the Dallas-Fort Worth, Texas metropolitan area.

On December 18, 2015, as part of the Company’s strategic plan to build a fully integrated physician-led health system, the Company sold its lithotripsy services (“Lithotripsy Services”) business (see Note 3). The sale included the management services business as well as controlling and noncontrolling interests in the Company’s lithotripsy service provider entities. The Company retained a noncontrolling interest in one lithotripsy service provider entity. In its existing form, the lithotripsy business was not a core component of an integrated health system and, therefore, was not aligned with the strategic objectives of the Company.

The unaudited condensed consolidated financial statements and related notes of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information in this report not misleading. These condensed consolidated financial statements reflect all adjustments that, in the opinion of the Company’s management, are necessary for fair presentation of the condensed consolidated financial statements. The December 31, ~~2014~~2015 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The operating results for the interim periods are not necessarily indicative of results for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 filed with the SEC on April ~~15, 2015.~~14, 2016. Certain prior year amounts have been reclassified to conform to current year presentation.

The condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company consolidates VIEs where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates entities in which it or its wholly owned subsidiary is the general partner or managing member and the limited partners or members, respectively, do not have sufficient rights to overcome the presumption of the Company’s control. The Company eliminates all significant intercompany accounts and transactions in consolidation.

The Company uses the equity method to account for investments in entities it or its wholly owned subsidiaries do not control, but over which it or its wholly owned subsidiaries have the ability to exercise significant influence. The Company does not consolidate equity method investments, but rather measures them at their initial cost and subsequently adjusts their carrying values through income for the Company’s respective share of earnings or losses during the period.

In ~~April 2015~~March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“(‘ASU”) No. 2016-09 “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 changes certain aspects of accounting for share-based payment awards to employees, including the accounting for income taxes, application of estimated rates of forfeiture and statutory tax withholding requirements. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted. Management is evaluating the impact that adoption of ASU 2016-09 will have on the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 changes the analysis that a company must perform to determine whether it should consolidate certain legal entities. All legal entities are subject to reevaluation under the updated guidance. ASU 2015-02 eliminates the presumption that a general partner should consolidate a limited partnership, eliminates the consolidation model specific to limited partnerships, modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities and affects the evaluation of fee arrangements in the VIE primary beneficiary determination. ASU 2015-02 is effective for reporting periods beginning after December 15, 2015 and for interim periods within the fiscal year. The Company adopted ASU 2015-02 effective January 1, 2016. Adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. See Note 3 – Variable Interest Entities.

In April 2015, the FASB issued ASU No. 2015-03 “Interest – Imputation of Interest (Subtopic 835-30) – :Simplifying the Presentation of Debt Issuance ~~Costs”~~Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs ~~related to a recognized debt liability~~ be presented ~~in the balance sheet~~ as a direct deduction from the carrying amount of ~~that~~the related debt liability, consistent with the presentation of debt discounts. Upon adoption, the standard requires prior period financial statements to be retrospectively adjusted. Prior to ~~adoption~~the issuance of ~~this amendment,~~ASU 2015-03, debt issuance costs ~~are~~were required to be presented inas deferred assets, separate from the ~~balance sheet as a deferred charge (an asset).~~related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal ~~years. Early~~years, with early adoption is permitted. The ~~provisions of~~Company adopted ASU 2015-03 ~~must be applied on~~effective January 1, 2016. In accordance with the new guidance, the Company reclassified debt issuance costs previously included in other assets to borrowings in the first quarter of 2016 and conformed prior periods. Adoption of this guidance did not have a ~~retrospective basis. Management is evaluating the~~material impact ~~that adoption of ASU 2015-03 will have~~ on the Company’s consolidated financial ~~statements.~~position, results of operations or cash flows.

In May 2014 the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU-2014-09”). ASU 2014-09 requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, identify the performance obligations in the contact, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when each performance obligation is satisfied. The provisions of ASU 2014-09 may be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the update recognized at the date of the initial application along with additional disclosures. On August 14,April 2015, the FASB issued ASU No. ~~2015-14, which defers~~2015-05 “Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in Cloud Computing Arrangement” (“ASU 2015-05”). ASU 2015-05 addresses accounting for fees paid by a customer in cloud computing arrangements such as (i) software as a service, (ii) platform as a service (iii) infrastructure as a service and (iv) other similar hosting arrangements. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company adopted ASU 2015-05 effective ~~date~~January 1, 2016. Adoption of ~~ASU 2014-09~~this guidance did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

On December 18, 2015, in line with the Company’s strategic plan to build an integrated physician-led health system, the Company sold its Lithotripsy Services business. The Lithotripsy Services business was engaged in the formation, promotion and management of partnerships and other entities that provide the technical portion of lithotripsy procedures to hospitals, surgery centers, physician practices and other healthcare facilities. At the time of the sale, the Lithotripsy Services business provided management and/or operational services to 21 lithotripsy service providers located primarily in the South Central United States. Of those managed entities, the Lithotripsy Services business had minority ownership interests in 19 of the lithotripsy service providers. In addition, the Lithotripsy Services business wholly owned and operated two lithotripsy service providers in North Texas. The sale included the

management services business as well as controlling and noncontrolling interests in the Company’s lithotripsy service provider entities. The Company retained a noncontrolling interest in one lithotripsy service provider entity. Except as noted in the preceding sentence, all ownership interests in and held by ~~one year and permits early adoption on a limited basis.~~the Company were sold. As a result of the ~~deferral, ASU 2014-09 will be effective for~~sale, the Company ~~beginning January 1, 2018. Early adoption~~no longer provides management or operational services to or serves as the general partner of any lithotripsy service provider. In its existing form, the Lithotripsy Services business was not a core component of an integrated health system and, therefore, was not aligned with the strategic objectives of the Company.

The Lithotripsy Services business was sold for $19.8 million in cash subject to working capital and other adjustments and before purchase price adjustments for indebtedness and transaction costs. The Company received proceeds of $10.3 million after adjustments for indebtedness, transaction costs and amounts placed into escrow. At March 31, 2016, $2.0 million remains in escrow to satisfy indemnification obligations, which is ~~permitted beginning January 1, 2017. Management is evaluating the impact that adoption of ASU 2014-09 will have~~recorded as restricted cash on the Company’s consolidated ~~financial statements.~~balance sheet. The Company anticipates resolving working capital true-ups in the second quarter of 2016. For the three months ended March 31, 2015, the pre-tax profit of the Lithotripsy Services business was $3.7 million, inclusive of amounts attributable to noncontrolling interests. For the three months ended March 31, 2015, the pre-tax profit of the Lithotripsy Services business attributable to USMD Holdings, Inc. was $0.7 million.

Included in the sale of the Lithotripsy Services business was the sale of a controlling interest in one previously wholly owned, consolidated lithotripsy partnership. The Company retained a limited partnership interest in this partnership. As a result of the sale, the Company deconsolidated the partnership and began accounting for its remaining investment using the equity method. Effective on the date of deconsolidation, as an equity method investee, the partnership will be considered a related party. Except for its limited partner interest, the Company has no continuing involvement with the partnership. The partnership does provide lithotripsy services to two equity method investees of the Company.

In ~~April 2013,~~connection with the adoption of ASU 2015-02, the Company ~~became~~evaluated all of its investments to determine the investments that meet the definition of a VIE and which of the VIE’s meet the primary beneficiary requirements for consolidation.

Metro I Stone Management, Ltd. (“Metro”) is a limited partnership which provides lithotripsy services to the Company’s hospitals and other healthcare entities. The Company is a single limited partner in Metro with a 60% equity interest. The third party general partner owns the remaining 40% partnership interest and has the power to direct all activities of the entity. The Company does not have substantive kick-out rights or substantive participation rights.

The Company evaluated its equity interest in Metro to determine if the entity is a VIE. The Company evaluated whether Metro’s equity at risk, as defined by GAAP, is considered to be insufficient to finance its activities without additional support and, whether the holders of the equity lack the characteristics of a controlling financial interest. The Company concluded that Metro is a variable interest entity as our equity interests are non-substantive and therefore, lack the characteristics of a controlling financial interest.

In order to determine whether the Company is Metro’s primary beneficiary and therefore would consolidate the variable interest entity, the Company considered whether it has i) the power to direct the activities of Metro that most significantly impact its economic performance and ii) the obligation to absorb losses of Metro that could potentially be significant to it, or the right to receive benefits from Metro that could potentially be significant to it. The Company concluded that the limited partnership is structured such that the Company does not have the power to direct the activities of Metro that most significantly impact its economic performance, and therefore Metro is not consolidated.

The Carrying Value of this investment was $6.6 million as of March 31, 2016 and is included in the Condensed Consolidated Balance Sheets as investments in nonconsolidated affiliates. The Company’s maximum exposure to losses correlates to its 60% equity interest. In addition, the Company has not provided any financial support to Metro as of March 31, 2016.

The Company is an equal co-member of a Texas non-profit corporation that has been approved by the Texas Medical Board as a Certified Non-Profit Health Organization ~~(“WNI-DFW”)~~(WNI-DFW). WNI-DFW has a contractual arrangement to manage patient care by providing or arranging for the provision of all the necessary healthcare services for a health plan’s given Medicare Advantage patient population in the North Texas area served by WNI-DFW. Pursuant to the arrangement, WNI-DFW receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or full risk capitation, refers to a ~~population health management~~ model in which an entity receives from the third party payer a fixed payment per member per month for a defined patient population, and the entity is then responsible for arranging and/or providing all of the healthcare services required by that patient population. The entity accomplishes this by managing patient care and by contracting with healthcare providers to provide needed healthcare services for the patient population. In such a model, the contracting entity is then responsible for incurring or paying for the cost of healthcare services required by that patient population. The entity generates a net surplus if the cost of all healthcare services provided to the patient population is less than the payments received from the third party payer and it generates a net deficit if the cost of such services is higher than the payments received. OnWNI-DFW commenced operations on June 1, ~~2013, WNI-DFW commenced operations.~~2013.

The Company evaluated whether it has a variable interest in WNI-DFW, whether WNI-DFW is a VIE and whether the Company has a controlling financial interest in WNI-DFW. The Company concluded that it has variable interests in WNI-DFW on the basis of its capital contribution to WNI-DFW and because WNI-DFW has entered into a Primary Care Physician Agreement (“PCP Agreement”) with USMD Physician Services. WNI-DFW’s equity at risk, as defined by GAAP, is considered to be insufficient to finance its activities without additional support, and, therefore, WNI-DFW is considered a VIE.

In order to determine whether the Company has a controlling financial interest in ~~the VIE~~WNI-DFW and, thus, is ~~the VIE’s~~WNI-DFW’s primary beneficiary, the Company considered whether it has i) the power to direct the activities of WNI-DFW that most significantly impact its economic performance and ii) the obligation to absorb losses of WNI-DFW that could potentially be significant to it or the right to receive benefits from WNI-DFW that could potentially be significant to it. The Company concluded that the members, the board of directors and the executive management team of WNI-DFW are structured in a way that neither member nor its designee has the individual power to direct the activities of WNI-DFW that most significantly impact its economic performance. Management considered whether the various service and support agreements between WNI-DFW and its members (or their affiliates) provide either

variable interest party with this power and concluded that the PCP Agreement between USMD Physician Services and WNI-DFW does provide ~~the power~~ to USMD Physician Services the power to direct such activities. Under the PCP Agreement, USMD Physician Services is responsible for providing many services related to the growth of the patient population of WNI-DFW, ~~will manage,~~ the management of that population’s healthcare needs, and the provision of required healthcare services to those patients. The Company has concluded that the success or failure of USMD Physician Services in conducting these activities will most significantly impact the economic performance of WNI-DFW. In addition, the Company’s variable interests in WNI-DFW obligate the Company to absorb deficits and provide it with the right to receive benefits that could potentially be significant to WNI-DFW. As a result of this analysis, the Company concluded that it is the primary beneficiary of WNI-DFW and therefore consolidates the balance sheets, results of operations and cash flows of WNI-DFW. The Company performs a qualitative assessment of WNI-DFW on an ongoing basis to determine if it continues to be the primary beneficiary.

The following table summarizes the carrying amounts of the assets and liabilities of WNI-DFW included in the Company’s consolidated balance sheets (after elimination of intercompany transactions and balances) (in thousands):

The assets of WNI-DFW can only be used to settle obligations of WNI-DFW. The creditors of WNI-DFW have no recourse to the general credit of the Company. Upon notification from WNI-DFW, the Company is contractually obligated to fund certain cash requirements of WNI-DFW. Pursuant to such a notification, in January 2014, the Company advanced WNI-DFW $0.7 million. The results of operations and cash flows of WNI-DFW are included in the Company’s consolidated financial statements.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2016 and 2015, WNI-DFW contributed capitated revenue of ~~$24.7~~$28.3 million and ~~$71.8~~$23.1 million, respectively, and income before provision for income taxes of ~~$2.0~~$6.7 million and ~~$8.0~~$3.0 million (after elimination of intercompany transactions), respectively. For the three and nine months ended September 30, 2014, WNI-DFW contributed capitated revenue of $18.5 million and $47.4 million, respectively, and income before provision for income taxes of $1.7 million and $5.2 million, respectively (after elimination of intercompany transactions).

In connection with the operations of WNI-DFW, the Company makes estimates related to incurred but not reported (“IBNR”) medical claims of WNI-DFW. The patient population to which WNI-DFW provides health services has limited medical claims activity from which claims-based actuarial judgments can be made. In addition, the full population is relatively small for precise actuarial determinations. Therefore, in addition to calculating IBNR claims using an actuarial estimate based on historical medical claims activity, management includes an adjustment factor based on broader patient populations deemed to be similar in risk profile to the WNI-DFW managed patient population. If actual results are not consistent with the Company’s estimate, the Company may be exposed to variances in medical services and supplies expense that may be material. At ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014,~~2015, the Company has recorded IBNR claims payable of ~~$12.6~~$10.2 million and ~~$11.4~~$13.1 million, respectively, which isare included in other accrued liabilities.

The net carrying values and ownership percentages of nonconsolidated affiliates accounted for under the equity method are as follows (dollars in thousands):

At ~~September 30, 2015,~~March 31, 2016, USMD Hospital at Arlington, L.P. (“USMD Arlington”) and USMD Hospital at Fort Worth, L.P. (“USMD Fort Worth”) were significant equity investees, as that term is defined by SEC Regulation S-X Rule 8-03(b)(3). Financial information for USMD Arlington and USMD Forth Worth is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2015		2014		2015		2014		2016		2015
USMD Arlington:
Revenue	$	24,953	$	24,159	$	71,376	$	67,711	$	23,944	$	21,685
Income from operations	$	5,281	$	5,212	$	15,537	$	15,009	$	3,961	$	4,295
Net income	$	4,327	$	4,916	$	13,536	$	13,232	$	2,990	$	3,456

USMD Fort Worth:
Revenue	$	6,255	$	10,873	$	17,761	$	29,417	$	5,983	$	5,740
Income from operations	$	732	$	3,064	$	1,524	$	7,449	$	317	$	410
Net income	$	588	$	2,861	$	1,092	$	6,871	$	180	$	265

The Company’s patient service revenue by payer is summarized in the table that follows (dollars in thousands):


	Three Months Ended September 30,												Nine Months Ended September 30,												Three Months Ended March 31,
	2015						2014						2015						2014						2016						2015
	Amount			Ratio of Net Patient Service Revenue			Amount			Ratio of Net Patient Service Revenue			Amount			Ratio of Net Patient Service Revenue			Amount			Ratio of Net Patient Service Revenue			Amount			Ratio of Net Patient Service Revenue			Amount			Ratio of Net Patient Service Revenue
Medicare	$	15,361			31.4	%	$	14,498			30.3	%	$	44,811			32.0	%	$	41,166			30.1	%	$	16,910			35.1	%	$	13,531			30.8	%
Medicaid		76			0.2			350			0.7			522			0.4			1,084			0.8			773			1.6			772			1.8
Managed care and commercial payers		33,385			68.3			33,185			69.3			95,331			68.1			94,274			68.9			31,385			65.2			30,015			68.3
Self-pay		1,243			2.5			874			1.8			2,919			2.1			2,651			1.9			1,300			2.7			833			1.9

Patient service revenue before provision for doubtful accounts		50,065			102.4			48,907			102.1			143,583			102.5			139,175			101.7			50,368			104.7			45,151			102.7
Patient service revenue provision for doubtful accounts		(1,161	)		(2.4	)		(1,013	)		(2.1	)		(3,499	)		(2.5	)		(2,276	)		(1.7	)		(2,257	)		(4.7	)		(1,200	)		(2.7	)

Net patient service revenue	$	48,904			100.0	%	$	47,894			100.0	%	$	140,084			100.0	%	$	136,899			100.0	%	$	48,111			100.0	%	$	43,951			100.0	%

The allowance for doubtful accounts is based on management’s assessment of the ~~collectibility~~collectability of patient and customer accounts. The Company regularly reviews this allowance by considering factors such as historical experience, credit quality, the age of the

accounts receivable balances and current economic conditions that may affect a patient’s or customer’s ability to pay. Uncollectible accounts are written off once collection efforts are exhausted. At ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014,~~2015, the allowance for doubtful accounts was ~~7.2%~~12.1% and ~~7.8%~~11.2%, respectively, of accounts receivable. A summary of the Company’s accounts receivable allowance for doubtful accounts activity is as follows (in thousands):

The components of amortizable intangible assets consist of the following (in thousands):


	September 30, 2015							December 31, 2014							March 31, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Management agreements	$	5,246	$	(883	)	$	4,363	$	5,246	$	(738	)	$	4,508	$	5,246	$	(979	)	$	4,267	$	5,246	$	(931	)	$	4,315
Trade names		11,168		(9,239	)		1,929		11,168		(8,845	)		2,323		11,212		(9,509	)		1,703		11,212		(9,374	)		1,838
Customer relationships		767		(767	)		—		767		(596	)		171		767		(767	)		—		767		(767	)		—
Noncompete agreements		12,547		(3,877	)		8,670		12,547		(2,936	)		9,611		12,632		(4,509	)		8,123		12,632		(4,193	)		8,439

	$	29,728	$	(14,766	)	$	14,962	$	29,728	$	(13,115	)	$	16,613	$	29,857	$	(15,764	)	$	14,093	$	29,857	$	(15,265	)	$	14,592

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2016 and 2015, aggregate amortization expense of intangible assets totaled $0.5 million and ~~$1.7~~$0.6 million, respectively. For the three and nine months ended September 30, 2014, aggregate amortization expense of intangible assets totaled $0.6 million and $9.9 million, respectively, including an $8.4 million impairment loss. Total estimated amortization expense for the Company’s intangible assets through the end of ~~2015~~2016 and during the ~~four succeeding~~next five years is as follows (in thousands):


	September 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015
Accrued payables	$	2,798	$	3,246	$	2,408	$	4,502
Accrued bonus		2,383		2,000		1,116		1,949
Other accrued liabilities		1,379		1,078		814		757
IBNR claims payable		12,589		11,379		10,230		13,052
Medical claims payable						7,535		793
Income taxes payable		506		670		108		335

	$	19,655	$	18,373	$	22,211	$	21,388

Long-term debt and capital lease obligations consist of the following (in thousands):

On September 18, 2015, the Company and the other partners of USMD Arlington amended the partnership agreement of USMD Arlington to allow for a one-time special distribution from USMD Arlington to the Company. USMD Arlington financed the special

distribution with the proceeds of new debt issued by USMD Arlington in the original principal amount of $15,000,000, which USMD Arlington borrowed specifically for the purpose of funding the special distribution. The Company received proceeds from the special distribution of $14.8 million, net of lender fees. The Company has determined that the special distribution is, in substance, a debt arrangement (the “Advance”).

The Advance accrues interest that is payable to USMD Arlington at the 30-Day London Interbank Offered Rate plus a margin of 2.85% (3.04% at September 30, 2015). In addition, the Company is required to pay the limited partners of USMD Arlington a pre-determined quarterly financing fee equal to 3.22% per annum of the scheduled outstanding balance at the end of each month. To the extent available, principal and interest payments due on the Advance will be withheld monthly from future USMD Arlington distributions otherwise due to the Company. If distributions to the Company withheld by USMD Arlington for any three month period ending in February, May, August or November during the debt term are less than principal and interest payments due for that three month period, the Company will make payments in amounts equal to the difference between amounts withheld from distributions and amounts due for that three month period. Subject to the preceding terms, principal payments of $312,500 are due monthly beginning December 31, 2016 and the debt matures November 28, 2020. If the Company fails to make payments due under the terms of the Advance, the Company’s ownership interest in USMD Arlington may be reduced and the ownership interest of the limited partners of USMD Arlington may be proportionally increased.

~~In connection with the Advance, the Company incurred debt issuance costs of $43,000, which will be amortized through the maturity date using the effective interest method.~~

On August 11, 2015 and September 18, 2015, respectively, the Company entered into Amendment No. 9 to Credit Agreement (“Amendment No. 9”) and Amendment No. 10 to Credit Agreement (“Amendment No. 10”) (collectively, the “Amendments”) with Southwest Bank, as administrative agent for the lenders (“Administrative Agent”), to amend that certain Credit Agreement dated August 31, 2012 (as previously amended, the “Credit Agreement”). Amendment No. 9 to Credit Agreement was effective June 30, 2015.

Amendment No. 9 restructures the Company’s $6.75 million term loan facility (the “Term Loan”) and modifies certain financial covenants, among other provisions. Amendment No. 10 approves the Advance and modifies certain definitions, as needed, to reflect the Advance or to include or exclude the debt and debt services associated with such loan from the definitions relating to fixed charges, and the senior leverage ratio. The Amendments require the Company to fully cash collateralize the $6.75 million Term Loan, which is presented as restricted cash on the Company’s consolidated balance sheet. The cash held as collateral is held in a segregated account with the Administrative Agent. The account is governed by a deposit account control agreement executed in connection with Amendment No. 9 and bears interest at a rate of 0.55% per annum. The Company does not have the right to withdraw funds from such account without the prior written consent of the Administrative Agent. The Company may, however, prepay the Term Loan at any time, in whole or in part, with the cash held in the segregated account.

Once the Term Loan was fully cash collateralized, the Company was no longer required to make scheduled principal payments on the Term Loan and the outstanding principal balance of the Term Loan will be due and payable at maturity. The Term Loan bears interest at a rate of 1.80% per annum.

Amendment No. 10 requires the Company to meet a senior leverage ratio of no greater than 1.00:1.00 in order to borrow funds under the revolving credit facility and to pay down the borrowings under the revolving credit facility in the event its senior leverage ratio exceeds 1.00:1.00. Beginning on September 30, 2016, Amendment No. 9 requires the Company to maintain a fixed charge coverage ratio of at least 1.25:1.00. Both covenants are calculated on a rolling four quarter basis. However, not more than once during any period of four consecutive fiscal quarters, the Company is permitted to maintain compliance with its financial covenants if the fixed charge coverage ratio is at least 1.00:1.00 and the senior leverage ratio is no greater than 1.25:1.00. Under the Credit Agreement as revised by the Amendments, if the Term Loan is fully cash collateralized and there are no borrowings under the revolving credit facility, the fixed charge coverage ratio will not be tested in any fiscal quarter ending on or after September 30, 2016, and the senior leverage ratio will not be tested in any fiscal quarter ending on or after September 30, 2015.

On April 29, 2015, the Company issued convertible subordinated notes in the aggregate principal amount of $1.55 million (the “2020-11 Convertible Notes”) to private investors. The 2020-11 Convertible Notes mature on November 1, 2020 and bear interest at a fixed rate of 7.25% per annum. Interest will be paid monthly, in cash or in shares of common stock as the Company elects, on the last day of each month commencing on May 31, 2015. Principal is due in full at maturity. The Company may prepay the 2020-11 Convertible Notes, in whole or in part, at any time after April 29, 2016 without penalty. Each noteholder will have the right at any time after April 29, 2016, prior to the payment in full of the 2020-11 Convertible Note, to convert all or any part of the unpaid principal balance of the 2020-11 Convertible Note into shares of common stock of the Company at the rate of one share of common stock for each $10.61 of principal. The conversion rate will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The conversion option has no cash settlement provisions. The 2020-11 Convertible Notes are convertible into 146,086 common shares of the Company at a conversion price of $10.61 per share. Three members of the Company’s Board of Directors hold 2020-11 Convertible Notes totaling $0.7 million.

Effective March 13, 2015, the Company issued convertible subordinated notes in the aggregate principal amount of $3.5 million (the “2020-09 Convertible Notes”) to private investors. The 2020-09 Convertible Notes mature on September 1, 2020 and bear interest at a fixed rate of 7.75% per annum. Interest payments are due and payable on the last day of each month and may be paid in cash or in shares of common stock of the Company, as the Company elects. Principal is due in full upon maturity. The Company may prepay the 2020-09 Convertible Notes, in whole or in part, at any time after March 13, 2016 without penalty. Each noteholder has the right at any time after March 13, 2016, prior to the payment in full of the 2020-09 Convertible Note, to convert all or any part of the unpaid principal balance of the 2020-09 Convertible Note into shares of common stock of the Company at the rate of one share of common stock for each $11.10 of principal. The conversion price will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The conversion option has no cash settlement provisions. The 2020-09 Convertible Notes are convertible into 315,315 common shares of the Company at a conversion price of $11.10 per share.

The indebtedness represented by the convertible subordinated notes due in 2020 is expressly subordinate to all senior indebtedness of the Company currently outstanding or incurred in the future, which includes indebtedness in connection with its Credit Agreement. The Company evaluated the conversion options embedded in the convertible subordinated notes due in 2020 and concluded that the options do not meet the criteria for bifurcation and separate accounting as a derivative as they are indexed to the Company’s own stock and, if freestanding, would be classified in stockholders’ equity. Specifically, the variables affecting any adjustment to the conversion price would be inputs to the fair value of a fixed-for-fixed option on equity shares, or are otherwise designed to maintain the economic position of both parties before and after the event that precipitates an adjustment of the conversion price (i.e. merger).

Effective August 31, 2015, the Company entered into an arrangement to finance $0.5 million of its annual directors and officers insurance policy. The loan bears interest at a fixed rate of 3.53% and principal and interest payments are due monthly in eleven equal installments of $45,000 beginning September 30, 2015 until maturity in July 2016.

In connection with the master lease arrangement described below, the Company financed $0.3 million of training and implementation services purchased from the equipment vendor. The financing arrangements were effective August 4, 2015 and have terms of 66, 55 and 44 months. Beginning March 2016, the financing arrangement requires aggregate minimum monthly payments of $7,000, which will reduce beginning in 2019 as the shorter term arrangements are paid off. The financing arrangements bear interest at fixed rates with a weighted average of 5.0%. From inception to the first payment date, interest charges will be added to the loan balance.

In 2014, concurrent with a capital lease of medical equipment for the USMD Arlington Independent Diagnostic Testing Facility (“IDTF”), the Company financed $157,000 of training and implementation services purchased from the equipment vendor. In July 2015, concurrent with additions to the capital lease, $52,000 of additional services was added to the loan. The financing arrangement requires 25 quarterly principal and interest payments of $11,000 beginning September 30, 2015. The financing arrangements bear interest at fixed rates with a weighted average of 6.4%. From inception to the first payment date, interest charges were added to the loan balance.

In connection with establishment of an IDTF at USMD Arlington, the Company entered into a master leasing arrangement with the financing subsidiary of an equipment vendor. Under this arrangement, the Company has entered into twelve leases for medical systems totaling $5.4 million. The leases have terms of 66, 55 and 44 months. Beginning at the lease commencement date, the 66 month leases require minimum monthly payments of $63,000, the 55 month lease requires minimum monthly payments of $8,000 and the 44 month leases require minimum monthly payments of $53,000. Effective with delivery and acceptance, the equipment leases commenced in August 2015.

In July 2015, the Company entered into a capital lease to finance the acquisition of electronic health record software licenses totaling $1.0 million. The lease required an initial payment of $80,000 on July 7, 2015 followed by 35 monthly payments of $25,000 beginning August 7, 2015.

In 2014, in connection with establishment of the USMD Arlington IDTF, the Company entered into a capital lease to finance the purchase of medical equipment totaling $0.6 million. In July 2015, the Company added $0.1 million of equipment to the capital lease. Payments are variable subject to a defined per-use minimum. The lease requires 25 minimum quarterly payments of $35,000 beginning September 30, 2015. From lease inception to the first payment date, interest was added to the capital lease balance.

In May 2015, one of the Company’s consolidated lithotripsy partnerships acquired equipment totaling $0.5 million and executed a note payable to finance the full amount of the purchased equipment. The note bears interest at a fixed rate of 2.95% and principal and interest payments are due monthly in 60 equal installments of $8,513 until maturity in May 2020. The note is secured by the financed equipment.

Maturities of the Company’s long-term debt at ~~September 30, 2015,~~March 31, 2016, excluding unamortized debt discounts, are as follows for the years indicated (in thousands):

Financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings and long-term debt. The carrying value of financial instruments with a short-term or variable-rate nature ~~approximate~~approximates fair value and are not presented in the table below. The carrying value and estimated fair value of the Company’s financial instruments that domay not approximate fair value are set forth in the table below (in thousands):

At ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014,~~2015, the carrying value of the Company’s Term Loan approximates fair value due to recent amendment of the debt ~~at September 30, 2015~~ and ~~recent issuance of the debt at December 30, 2014.~~its short-term nature. No events have occurred subsequent to issuance and amendment of the Term Loan to substantially impact the estimated borrowing rate applicable to the Term Loan.

The Company estimates the fair value of the convertible subordinated notes as the sum of the independently estimated fair values of the debt host instrument and embedded conversion option (Level 3 fair value measurement). The Company calculates the present value of future principal and interest payments of the debt host using estimated borrowing rates for similar subordinated debt or debt for which the Company could use to retire the existing debt. The ~~recently issued~~ convertible subordinated notes due 2020 issued in 2015 have effective interest rates that are higher than the effective interest rates of the convertible subordinated notes due 2019. Consequently, ~~beginning with the June 30, 2015 disclosure of fair value of the convertible subordinated notes due 2019,~~ the estimated borrowing rate used in the calculation of 2015 fair value was increased commensurate with the borrowing rate of the convertible subordinated notes due 2020. The fair value of the embedded conversion option is valued using a Black-Scholes option pricing model. Quoted market prices are not available for the convertible subordinated notes.

The Company estimates the fair value of its subordinated related party notes using discounted cash flows based primarily on borrowing rates currently available to it for similar debt or debt for which the Company could use the proceeds to retire existing debt (Level 3 fair value measurement). The Company’s consolidated lithotripsy entities enter into term notes for equipment; borrowing rates are based on individual entity creditworthiness. The Company estimates current borrowing rates for ~~the lithotripsy entity notes payable and~~ its other loans payable by adjusting the discount factor of the obligations at the balance sheet date by the variance in borrowing rates between the issuance dates and balance sheet date (Level 2 fair value measurement). If the creditworthiness of ~~an individual lithotripsy entity~~the Company has significantly changed from the debt issuance date, management estimates the applicable borrowing rate based on the current facts and circumstances. Quoted market prices are not available for the Company’s long-term debt.

Pursuant to the USMD Holdings, Inc. 2010 Equity Compensation Plan ~~as amended~~ (the “Equity Compensation Plan”), the Company may ~~grant~~issue up to 2.5 million equity awards to employees, nonemployee directors and nonemployee service providers in the form of stock options, ~~restricted~~ stock and stock appreciation rights. ~~The terms of the Equity Compensation Plan provide for the reservation~~Stock options may be granted with a contractual life of up to ~~2.5 million shares of common stock for issuance under the Equity Compensation Plan.~~ten years. At ~~September 30, 2015,~~March 31, 2016, the Company had ~~1.2~~0.4 million shares available for grant under the Equity Compensation Plan.

On August 6, 2015, the Company granted options to purchase 100,000 shares of the Company’s common stock with a strike price of $8.21 per share. The options were granted pursuant to the Equity Compensation Plan and had a grant date fair value of $3.03 per share. Options for 20,000 shares vested on the grant date and the remaining options will vest at a rate of 20,000 shares per year on January 1 of each calendar year, beginning on January 1, 2016, until fully vested. The options expire on August 6, 2023.

For services rendered in 2015 as members of the Company’s Board of Directors, the Company ~~has~~ elected to compensate directors in common stock of the Company in lieu of cash. ~~Beginning with the second quarter of 2015, grant~~Grant dates occur on the last day of each quarter for services rendered during that quarter. ~~Previously, shares were granted on the last day of each month.~~ Shares granted are fully vested, non-forfeitable and granted pursuant to the Equity Compensation Plan. For their services as directors during the three and nine months ended September 30, 2015, the Company granted to members of its Board of Directors an aggregate 21,316 and 53,050, respectively, shares of its common stock. The grant date fair value of the shares was $153,000 and $478,000, respectively, which is included in other operating expenses on the Company’s statement of operations. On February ~~20, 2015,~~21, 2016, in payment of Board of Directors’ compensation earned ~~August~~October 1, ~~2014~~2015 through December 31, ~~2014,~~2015, the Company issued to members of the Company’s Board of Directors ~~30,724~~21,522 previously granted shares of its common stock with an aggregate grant date fair value of ~~$273,000.~~

On July 9, 2015, in payment of certain 2014 bonuses due to physicians and compensation deferred by certain physicians in the first quarter of 2015, the Company granted and issued 26,764 shares of its common stock to those physicians. The shares had a grant date fair value of $225,000 and were issued pursuant to the Company’s Equity Compensation Plan.

On April 28, 2015 in payment of a portion compensation deferred by certain physicians in the fourth quarter of 2014, the Company granted and issued 78,368 shares of its common stock to those physicians. The shares had a grant date fair value of $785,000 and were issued pursuant to the Company’s Equity Compensation Plan.$161,000.

Pursuant to the ~~Company’s~~ Equity Compensation Plan, on March 4, 2015, in payment of certain compensation accrued at December 31, ~~2014,~~2015, the Company granted ~~40,311~~4,447 shares of its common stock to ~~certain executives and members~~a member of senior management. The shares had a grant date fair value of ~~$549,000~~$35,000 and were issued on March ~~6, 2015.~~13, 2016.

On March 5, 2015, in payment of salaries deferred in 2014 under the Company’s Salary Deferral Plan, the Company issued 15,700 shares of its common stock to certain executives and members of senior management. The shares had a grant date fair value of $150,000 and were issued pursuant to the Company’s Equity Compensation Plan. For the three and nine months ended September 30, 2015, pursuant to the Company’s Salary Deferral Plan, the Company granted 32,093 and 63,504, respectively, shares of its common stock. The grant date fair value of the shares was $229,000 and $527,000, respectively, which is included in salaries, wages and employee benefits on the Company’s statement of operations. The shares were granted in payment of salary amounts deferred during the first and second quarters of 2015.

~~A consultant~~Certain consultants to the Company ~~has~~have agreed to be partially compensated in common stock for services rendered. ~~Grant dates occur on the last day of each month and shares~~Shares granted are fully vested and non-forfeitable. Pursuant to the Equity Compensation Plan, during the ~~nine months~~year ended ~~September 30,~~December 31, 2015, the Company granted to the ~~consultant 4,129~~consultants 6,613 shares of its common stock with a grant date fair value of ~~$38,000.~~$95,000, which were issued on March 13, 2016.

The Company acquired certain assets of a general surgery practice in 2015 and elected to issue the former owners common stock equal to $200,000 divided by the closing price of the stock on the date of issuance, or 26,666 shares. Shares granted are fully vested and non-forfeitable. The shares were issued on February 5, 2016.

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to the Company’s stockholders by the weighted-average number of common shares outstanding during the period, including fully vested common shares that have been granted, but not yet issued. Diluted earnings (loss) per share is based on the weighted-average number of common shares outstanding plus the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Securities that are potentially dilutive to common shares include outstanding stock options and the convertible subordinated notes. Potential common shares are excluded from the computation of diluted earnings per common share when the effect would be antidilutive.

Dilutive potential common shares related to stock options are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of stock options are used to purchase common shares at the average market price during the period. Proceeds from the exercise of stock options include the amount the employee must pay for exercising stock options, the amount of compensation cost for future services that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible. The number of shares remaining represents the potentially dilutive effect of the securities. Stock options are only dilutive to the extent that the average market price of common stock during the period exceeds the exercise price of the options.

Dilutive common shares related to the convertible subordinated notes are calculated in accordance with the if-converted method. Under the if-converted method, if dilutive, net income (loss) attributable to the Company’s stockholders is adjusted to add back the amount of after-tax interest charges recognized in the period, including any deemed interest from a beneficial conversion feature, and the convertible subordinated notes are assumed to have been converted with the resulting common shares added to weighted average shares outstanding. These securities are only dilutive to the extent that the after-tax interest charges per common share exceed basic earnings per share.

The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings (loss) per share and the computation of basic and diluted earnings (loss) per share (in thousands, except per share data):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2015			2014			2015			2014			2016			2015
Numerator:
Numerator :
Net loss attributable to USMD Holdings, Inc. - basic	$	(3,541	)	$	(1,746	)	$	(10,311	)	$	(11,082	)	$	(2,636	)	$	(4,662	)
Effect of potentially dilutive securities:
Interest on convertible notes, net of tax		—			—			—			—			—			—

Net loss attributable to USMD Holdings, Inc. - diluted	$	(3,541	)	$	(1,746	)	$	(10,311	)	$	(11,082	)	$	(2,636	)	$	(4,662	)

Denominator:
Denominator :
Weighted-average common shares outstanding		10,454			10,177			10,353			10,151			10,567			10,246
Effect of potentially dilutive securities:
Stock options		—			—			—			—			—			—
Convertible subordinated notes due 2019		—			—			—			—
Convertible subordinated notes due 2020		—			—			—			—
Convertible subordinated notes														—			—
2020 Convertible Notes														—			—

Weighted-average common shares outstanding assuming dilution		10,454			10,177			10,353			10,151			10,567			10,246

Loss per share attributable to USMD Holdings, Inc.:
Basic	$	(0.34	)	$	(0.17	)	$	(1.00	)	$	(1.09	)	$	(0.25	)	$	(0.46	)
Diluted	$	(0.34	)	$	(0.17	)	$	(1.00	)	$	(1.09	)	$	(0.25	)	$	(0.46	)

The following table presents the potential shares excluded from the diluted earnings (loss) per share calculation because the effect of including theses potential shares would be antidilutive (in thousands):

As of ~~September 30, 2015,~~March 31, 2016, the Company had issued guarantees to third parties of the indebtedness and other obligations of certain of its current and one former nonconsolidated investees. Should the investees fail to pay the obligations due, the Company could be required to make payments totaling an aggregate of ~~$24.9~~$24.3 million. The guarantees provide for recourse against the investee; however, generally, if the Company was required to perform under the guarantees, recovery of any amount from investees would be unlikely. Included in the guarantee amount above is the Company’s guarantee of 46.4% of the obligations of USMD Arlington that were incurred to finance the Advance to the Company. If the Company was required to perform under that guarantee or record a

liability for that guarantee, its obligations under the Advance would likely decrease by an equal amount. The remaining terms of these guarantees range from 1528 to ~~152~~146 months. The Company records a liability for performance under financial guarantees when, upon review of available financial information of the nonconsolidated affiliate and in consideration of pertinent factors, management determines that it is probable it will have to perform under the respective guarantee and the liability is reasonably estimable. The Company has not recorded a liability for these guarantees, as it believes it is not probable that it will have to perform under these agreements.

In connection with arrangements to lease equipment for the new IDTF at USMD Arlington, the Company entered into service and maintenance agreements for the equipment. Future minimum payments due under these service agreements are as ~~follows:~~follows (in thousands):


October through December 2015	$	52
2016		966	$	940
2017		846		846
2018		845		845
2019		846		846
2020				741
Thereafter		819		78

Total	$	4,374	$	4,296

Effective January 31, 2015, a subsidiary of the Company sold for $1.6 million its interest in a cancer treatment center that it accounted for under the equity method of accounting. The investment had a carrying value of $159,000. The interest was sold to the other owner of the cancer treatment center. The buyer issued a promissory note to the Company for the $1.6 million sale price; however, the Company concluded that only $159,000 of the note was reasonably assured of collection and recorded a note receivable in that amount. Upon collection of the $159,000 note receivable, the Company began recognizing gain on the sale as additional payments are received. For the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, the Company ~~had~~ recognized an aggregate gain on the sale of ~~$138,000,~~

$68,000, which is recorded in other gain on the Company’s consolidated statement of operations. The Company had provided management services to the cancer treatment center under a long term contract and the contract was terminated with the sale of its ownership interest.

The Company is from time to time subject to litigation and related claims and arbitration matters arising in the ordinary course of business, including claims relating to contracts and financial obligations, partnership or joint venture entity disputes and, with respect to USMD Physician Services, claims arising from the provision of professional medical services to patients. In some cases, plaintiffs may seek damages, including punitive damages that may not be covered by insurance. In other cases, claims may not be covered by insurance at all. The Company maintains professional and general liability insurance through commercial insurance carriers for claims and in amounts that the Company believes to be sufficient for its operations, although, potentially, some claims may exceed the scope and amount of coverage in effect. The Company expenses as incurred legal costs associated with litigation or other loss contingencies.

The Company accrues for a contingent loss when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of the probability of a loss and the determination as to whether a loss is reasonably estimable. These determinations are updated at least quarterly and are adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and technical experts and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that probable losses could exceed amounts already accrued, if any, and the additional loss or range of loss is estimable, management discloses the additional loss or range of loss. For matters where the Company has evaluated that a loss is not probable, but is reasonably possible, the Company will disclose an estimate of the possible loss or range of loss or make a statement that such an estimate cannot be made.

Certain subsidiaries of the Company in the ordinary course of business are party to various medical negligence lawsuits and wrongful termination lawsuits. In addition, subsidiaries of the Company have received notices of potential medical loss claims. For lawsuits and claims where the Company can reasonably estimate a range of loss, the Company estimates a reasonably possible range of loss of $0.2 million to ~~$1.2~~$0.8 million. In the remaining lawsuits and the potential claims, the parties are in the early stages of discovery and/or the plaintiffs have not made specific demands for damages. Due to these circumstances, the Company is unable to estimate a reasonably possible range of loss related to these lawsuits and claims. The Company is insured against the claims described above and believes based on the facts known to date that any damage award related to such claims would be recoverable from its insurer.

The Company is subject to various additional claims and legal proceedings that have arisen in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition, results of operations or cash flows of the Company.

On February 16, 2016, an arbitrator awarded the Company $1.1 million including damages, fees and interest to date. The award will continue to accrue interest until paid. The arbitration hearing stemmed from the early termination of a long-term contract by an entity to which the Company was providing management services. An order confirming the final judgment was entered by the court on March 31, 2016. The Company will not recognize any award amount until it is determined to be realizable.

The Company has in place with an investment banking firm a financial advisory services agreement, as amended, (“FAS Agreement”). Under the FAS Agreement, the Company may be obligated to compensate the firm in cash for certain financial transactions, depending on the transaction type and size, in amounts generally equal to the greater of a minimum $1.0 million to $3.0 million, a percentage of the potential transaction value, or a fee to be determined in the future based on prevailing market rates for the services provided, subject to the review and restrictions imposed by the Financial Industry Regulatory Authority as further defined in the FAS Agreement. If the Company enters into a qualifying financial transaction during a one year to thirty month period subsequent to termination of the FAS Agreement, depending on the transaction type and size, the investment banking firm may be entitled to compensation under the terms of the FAS Agreement. The FAS Agreement remains in effect until terminated by either party. AsPursuant to the FAS Agreement, $3.0 million of ~~September 30, 2015,~~proceeds from the sale of the Lithotripsy Services business was paid to the investment banking

firm. In connection with the fee for the sale of the Lithotripsy Services business, the FAS Agreement was amended to provide for a future credit of up to $1.0 million to be applied against fees incurred in future transactions. Except as noted above, the Company has not closed any transaction for which compensation is due or was paid to the investment banking firm.

For build-to-suit lease arrangements, the Company evaluates lease terms to assess whether, for accounting purposes, it should be the owner of the construction project. Under build-to-suit lease arrangements, to the extent the Company is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease, the Company establishes assets and liabilities for the estimated construction costs of the shell facility. Improvements to the facility during the construction project are capitalized, and, to the extent funded by a tenant improvement allowance, the facility financing obligation is increased. Upon occupancy of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner for accounting purposes, the facilities are accounted for as financing obligations. Payments the Company makes under leases in which ~~we are~~it is considered the owner of the facility are allocated to land rental expense, based on the relative values of the land and building at the commencement of construction, reductions of the facility financing obligation and interest expense recognized on the outstanding obligation. To the extent gross future payments do not equal the recorded liability, the liability is settled upon return of the facility to the lessor. Any difference between the book value of the assets and remaining facility obligation are recorded in other income (expense), net. ~~For existing arrangements, the differences are expected to be immaterial.~~

The Company has entered into an arrangement to lease the majority of medical office building space in a shell facility that was under construction at the date of lease inception. In addition to its normal tenant improvements, the Company iswas required to install the heating, ventilation and cooling equipment and systems for its leased portion of the building. ~~The~~Additionally, the Company ~~is also~~was at risk for any construction cost overruns associated with these specific structural and tenant improvements. As a result, the Company concluded that for accounting purposes, it iswas the deemed owner of the building during the construction period. ~~As of September 30, 2015, the~~The landlord ~~has~~ incurred ~~$3.9~~an estimated $4.4 million of construction costs ~~which~~and the Company ~~has~~incurred $0.1 million for tenant improvements. During construction, the Company recorded these amounts as construction in progress, with a corresponding build-to-suit construction financing ~~obligation, which is recorded as a component~~obligation. Upon completion of ~~other long-term liabilities. The~~the construction of the facility in December 2015, the Company ~~will continue to increase~~evaluated derecognition of the asset and ~~corresponding~~liability under the provisions for sale-leaseback transactions. The Company concluded that it had forms of continuing economic involvement in the facility, and therefore did not comply with the provisions for sale-leaseback accounting. Instead, the lease will be accounted for as a financing obligation ~~as additional building costs are incurred by~~and lease payments will be attributed to (1) a reduction of the ~~landlord during~~principal financing obligation; (2) imputed interest expense; and (3) land lease expense representing an imputed cost to lease the ~~construction period.~~underlying land of the facility, which is considered an operating lease. In addition, the ~~amounts that~~Company recorded the underlying building asset and will depreciate it over the building’s estimated useful life of 40 years. At the conclusion of the lease term, the Company ~~pays or incurs for normal tenant improvements and structural improvements are also being recorded to~~would de-recognize both the ~~construction-in-progress~~net book values of the asset and financing obligation. At March 31, 2016, the Company has recorded a $4.4 million financing obligation in other long-term liabilities in the accompanying condensed consolidated balance sheet.

Under the lease, after a five month rent abatement, the Company is required to pay an initial base rent of $36,000 per month, increasing 3% per year, as well as all its share of building operating expenses. The lease term expires March 31, 2026 and the Company has an option to extend the lease term for two consecutive terms of five years each.

At March 31, 2016, future minimum rent payments under the build-to-suit lease are as follows (in thousands):

As part of its current initiatives, the Company has begun consolidating certain physician clinics into newly leased, larger clinic locations that more effectively centralize and align physicians and ancillary services. In connection with this initiative, the Company has entered into new leases and renewed existing leases of medical office building space. Generally, the Company enters into leases for existing medical office building space or for space in a completed building shell and then constructs normal tenant improvements to meet its needs, subject to landlord approval. The leases provide for tenant improvement allowances to fund the design and construction of the tenant improvements. The Company records improvements to the leased space as leasehold improvements, including the improvements ~~funded~~financed by the landlord. Tenant improvement allowances ~~funded~~financed by the landlord are also recorded to deferred rent and amortized as a reduction to rent expense over the term of the lease beginning at the asset in-service date. ~~For the nine months ended September 30, 2015, the Company has recorded non-cash tenant improvement allowances of $1.7 million.~~

Future minimum rental commitments under non-cancelable operating leases are as follows (in thousands):


October through December 2015	$	3,433
2016		13,285
April through December 2016			$	11,074
2017		11,554		13,085
2018		10,650		11,665
2019		9,768		10,449
2020				9,037
Thereafter		46,328		35,067

Total	$	95,018	$	90,377

The Company provides management, clinical and support services to various nonconsolidated affiliates in which it has limited partnership or ownership interests. Management and other services revenue and accounts receivable from these entities are as follows (in thousands):


					Management and Other Services Revenue				Accounts Receivable
	Accounts Receivable				Three Months Ended March 31,				March 31,		December 31,
	September 30, 2015		December 31, 2014		2016		2015		2016		2015
USMD Arlington	$	719	$	472	$	2,771	$	2,627	$	1,735	$	967
USMD Fort Worth		342		300		840		814		339		383
Other equity method investees		146		230		439		397		114		50

	$	1,207	$	1,002	$	4,050	$	3,838	$	2,188	$	1,400

One previously consolidated lithotripsy entity ~~provides~~that was a component of the sale of the Lithotripsy Services business historically provided lithotripsy services to USMD Arlington and USMD Fort Worth. For the three months ended ~~September 30,~~March 31, 2015, ~~and 2014,~~ the Company recognized lithotripsy revenues from USMD Arlington and USMD Fort Worth totaling ~~$0.6 million~~$0.4 million.

The Company leases space from USMD Arlington for certain of its physicians and its Arlington-based cancer treatment center. The Company recorded rent expense related to USMD Arlington totaling $0.5 million ~~respectively. For~~for the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~respectively.

WNI-DFW, the ~~Company recognized lithotripsy revenues from~~Company’s consolidated VIE that operates under a population health management model, records medical services expense for its patients that are treated at USMD Arlington and USMD Fort ~~Worth totaling $1.5 million~~Worth. Medical services expense incurred by WNI-DFW with these entities and ~~$1.6 million, respectively. At September 30, 2015 and December 31, 2014, the consolidated lithotripsy entity has~~its related accounts ~~receivable from USMD Arlington and USMD Fort Worth of $0.3 million and $0.1 million, respectively.~~payable are as follows (in thousands:

The Company leases medical office building space from USMD Arlington for certain of its physicians, its Arlington-based cancer treatment center and its IDTF. For the three months ended September 30, 2015 and 2014, the Company recognized rent expense related to USMD Arlington totaling $0.7 million and $0.5 million, respectively. For the nine months ended September 30, 2015 and 2014, the Company recognized rent expense related to USMD Arlington totaling $1.3 million and $1.4 million, respectively.

~~Effective October 1, 2015,~~On May 13, 2016 the Company ~~acquired certain assets~~received $0.7 million of ~~a five-physician general surgery practice and the physicians became employees of the Company. As consideration for the acquired practice, the Company paid $57,000 in cash and agreed~~proceeds related to issue to the former owners of the acquired practice the number of shares of the Company’s common stock equal to $200,000 divided by the closing price of the stock on the date of issuance of the common stock. The physicians entered into employment agreements with the Company and these agreements include covenants not to compete.an Arbitration Judgment.

On October 6, 2015, in payment of certain 2014 bonuses due to physicians and compensation deferred by certain physicians in the first and second quarters of 2015, the Company granted and issued 609,363 shares of its common stock to those physicians. The shares had a grant date fair value of $5.5 million and were issued pursuant to the Company’s Equity Compensation Plan.

On October 6, 2015, in payment of Board of Directors’ compensation earned January 1, 2015 through June 30, 2015, the Company issued to members of the Company’s Board of Directors 31,734 previously granted shares of its common stock with an aggregate grant date fair value of $325,000.

On November 13, 2015, the Company entered into Amendment No. 11 to Credit Agreement (the “Amendment”) with Southwest Bank, as administrative agent for the lenders, to amend, effective September 30, 2015, that certain Credit Agreement dated August 31, 2012 (as previously amended, the “Credit Agreement”). The Amendment increases the maximum amount of capital expenditures allowed under the Credit Agreement in 2015 from $6.0 million to $15.0 million.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As used in this Quarterly Report on Form 10-Q, the terms “USMD,” the “Company,” “we,” “us” and “our” refer to USMD Holdings, Inc. and its consolidated subsidiaries, unless otherwise stated or indicated by context.

The purpose of this section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, is to provide a narrative explanation of our financial statements from the perspective of our management that enables investors to better understand our business, to enhance our overall financial disclosures, to provide the context within which our financial information may be analyzed and to provide information about the quality of, and potential variability of, our financial condition, results of operations and cash flows. This section should be read in conjunction with the accompanying condensed consolidated financial statements.

This Quarterly Report on Form 10-Q contains, and from time to time management may make, statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent management’s current expectations regarding future events, many of which, by their nature, are inherently uncertain and outside its control. The forward-looking statements contained in this Quarterly Report are based on information as of the date of this Quarterly Report on Form 10-Q. Many of these forward-looking statements relate to future industry trends, actions, future performance or results of current and anticipated initiatives and the outcome of contingencies and other uncertainties that may have a significant impact on our business, future operating results and liquidity. Whenever possible, we identify these statements by using words such as “anticipate,” “believe,” “estimate,” “continue,” “intend,” “expect,” “plan,” “forecast,” “project” and similar expressions for future-tense or we may use conditional constructions (“will,” “may,” “should,” “could,” etc.). We caution you that these statements are only predictions and are not guarantees of future performance. These forward-looking statements and our actual results, developments and business are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those anticipated by these statements. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information or future events, except as required by law. Many factors that could cause actual results to differ from those in the forward-looking statements including, among others, those discussed under “Risk Factors,” in our Registration Statement on Form S-4 and those described elsewhere in this Quarterly Report on Form 10-Q and from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”).

We are an ~~innovative,~~ early-stage physician-led integrated health system committed to maintaining the vital doctor-patient relationship that we believe results in higher quality and more affordable patient care. An integrated health system is considered early-stage when it has not yet established all the components necessary to be considered a fully integrated health system. Our focus, and the focus of our healthcare providers, is to deliver higher quality, more convenient, cost effective healthcare to our patients. We believe that our model brings primary care and specialist physicians together and places them in their proper role as leaders of healthcare delivery and that this important shift brings quality and patient satisfaction back to the forefront by making our providers responsible for patient outcomes and the overall clinical experience.

Through our subsidiaries and affiliates, we provide healthcare services to patients and management and operational services to ~~hospitals and other~~ healthcare providers. We operate in one physician-led integrated health system segment. We provide healthcare services to patients in physician clinics, hospitals and other healthcare facilities, including cancer treatment centers and anatomical pathology and clinical laboratories. A wholly owned subsidiary of USMD is the sole member of a Texas Certified Non-Profit Health Organization that owns and operates a multi-specialty physician group practice (“USMD Physician Services”) in the Dallas-Fort Worth, Texas metropolitan area. We operate under a traditional fee-for-service model as well as a risk contracting model.

In April 2013, a subsidiary of USMD isbecame an equal co-member of a Texas non-profit corporation that has been approved by the Texas Medical Board as a Certified Non-Profit Health Organization (“WNI-DFW”). WNI-DFW has a contractual arrangement to manage patient care

by providing or arranging for the provision of all the necessary healthcare services for a health plan’s given Medicare Advantage patient population in the North Texas area served by WNI-DFW. Pursuant to the arrangement, WNI-DFW receives a fixed fee per patient under what is typically known as a “risk contract.” Risk contracting, or risk capitation, refers to a population health management model where we receive from the third party payer a fixed payment per member per month for a defined patient population to manage the healthcare of that population. In such a model, we are responsible for all cost of care of the population, subject to certain exceptions. WNI-DFW accomplishes this by managing patient care and by contracting with healthcare providers to provide needed healthcare services for the patient population. This population health management model differs from the traditional fee-for-service model where we are paid based on specific services performed. Under this model, USMD and the ~~members~~other member of WNI-DFW are entitled to any residual amounts and bear the risk of any ~~deficits.~~deficits resulting from managing the healthcare of the population. Our WNI-DFW co-member is an industry leader in medical risk management and efficient healthcare delivery services. Under our arrangement, our co-member provides administrative services, including a utilization management function that works closely with our case management team. USMD Physician Services provides physician services to the managed patient population. We consolidate the operations of WNI-DFW into our financial statements. WNI-DFW commenced operations on June 1, 2013.

Through other wholly owned subsidiaries, we provide management and operational services to ~~two~~ general acute care hospitals (in Arlington, Texas and Fort Worth, Texas) and provide management and/or operational services to three cancer treatment centers in three ~~states and 21 lithotripsy service providers (i.e., kidney stone treatment) primarily located in~~states. Of the ~~South-Central United States. Of these~~ managed entities, we have ~~minority~~limited ownership interests in the two hospitals and one cancer treatment ~~center and 19 lithotripsy service providers. We consolidate the operations of 17 lithotripsy service providers into our financial statements.~~center. In addition, we wholly own and operate one Independent Diagnostic Testing Facility (“IDTF”), one cancer treatment center, two clinical laboratories and one anatomical pathology laboratory in the Dallas-Fort Worth, Texas metropolitan area. We have noncontrolling ownership interests in one cancer treatment center and one lithotripsy service provider ~~all~~that we do not manage.

Historically, we have provided management and operational services to lithotripsy service providers (“Lithotripsy Services”). On December 18, 2015, we sold our Lithotripsy Services business. The sale included the management services business as well as controlling and noncontrolling interests in our lithotripsy service provider entities. We retained a noncontrolling interest in one lithotripsy service provider entity. In its existing form, the ~~Dallas-Fort Worth, Texas metropolitan area.~~lithotripsy business was not a core component of an integrated health system and, therefore, was not aligned with the strategic objectives of the Company.

We intend to expand our physician-led integrated health system in the North Texas service area, with a specific focus on expansion of our population health management business and ancillary service offerings. Our success is dependent upon our ability to i) increase the number of physicians and specialists in our system; ii) increase our risk services managed patient populations; iii) expand the service offerings within our physician-led integrated health system – to move from an early-stage integrated health system to a fully integrated health system; iv) reasonably estimate the risk profile of patient populations and accurately document and code patient conditions within those populations; and v) control costs of care. Our near term growth and success is dependent upon our ability to execute our expansion strategy and to organize and successfully assimilate those new components into our healthcare delivery model.

During 2015, we established our first Independent Diagnostic Testing Facility (“IDTF”), which served its first patients in August 2015. We are also in the early stages of establishing another IDTF and consolidating numerous physician clinics into newly leased, expanded clinic locations that more effectively centralize our physicians and ancillary services. These initiatives require us to make significant capital commitments and incur significant expense. We believe these near term initiatives will have an immediate positive impact on our results of operations. In addition, management is in the process of renegotiating our third-party commercial payer contracts, which management believes will have a favorable impact on results of operations beginning in 2016. Also, beginning in 2016, 3,200 of our existing patients will convert from a fee for service model to a population health management model. This population may increase or decrease dependent upon the results of the 2015 open enrollment period.


	As of September 30,				As of March 31,
	2015		2014		2016		2015
Clinics and other healthcare facilities operated out of by USMD Physician Services		59		60
Clinics and other health care facilities operated out of by USMD Physician Services						56		59
Primary care and pediatric physicians employed		131		131		133		128
Physician specialists employed		90		89		89		88


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2015		2014		2015		2014		2016		2015
Patient encounters⁽ⁱ⁾		222,704		227,707		674,934		678,902		232,767		218,871
RVU’s⁽ⁱⁱ⁾		390,542		392,458		1,154,302		1,141,031		391,377		366,705
Lab tests⁽ⁱⁱⁱ⁾		322,541		301,437		969,066		875,740		349,989		319,445
Imaging procedures⁽ⁱⁱⁱ⁾		13,746		16,639		40,695		43,288		11,888		9,288
Cancer treatment center fractions treated^(iv)		5,824		4,356		14,933		15,528		5,416		4,461
Lithotripsy cases⁽ⁱⁱⁱ⁾		2,747		2,626		7,434		7,241		—		2,210
Capitated member months^(v)		29,057		24,040		85,377		62,809		30,831		27,864

	September 30, 2015		June 30, 2015		December 31, 2014		September 30, 2014
Capitated membership^(vi)		9,707		9,534		8,712		8,417

We use various evidence-based quality metrics such as specific cancer screenings to measure how well our physicians manage their patient panels. We believe our quality criteria have enabled us to reduce the total medical cost of care of our managed patients, including reductions in emergency room visits and hospital readmissions. We use these and other metrics to measure the performance of our business.

Three Months Ended ~~September 30, 2015~~March 31, 2016 Compared to Three Months Ended ~~September 30, 2014~~March 31, 2015

The following table summarizes our results of operations for the periods indicated and is used in the discussions that follow (dollars in thousands):


	Three Months Ended September 30,												Three Month Variance						Three Months Ended March 31,												Three Month Variance
	2015						2014						2015 vs. 2014						2016						2015						2016 vs. 2015
	Amount			Ratio			Amount			Ratio			Amount			Ratio			Amount			Ratio			Amount			Ratio			Amount			Ratio
Revenues:
Net patient service revenue	$	48,904			57.7	%	$	47,894			61.9	%	$	1,010			2.1	%	$	48,111			59.1	%	$	43,951			57.1	%	$	4,160			9.5	%
Capitated revenue		24,698			29.1	%		18,500			23.9	%		6,198			33.5	%		28,275			34.7	%		23,071			30.0	%		5,204			22.6	%
Management and other services revenue		5,284			6.2	%		5,296			6.8	%		(12	)		-0.2	%		5,004			6.1	%		5,068			6.6	%		(64	)		-1.3	%
Lithotripsy revenue		5,881			6.9	%		5,742			7.4	%		139			2.4	%		—			0.0	%		4,856			6.3	%		(4,856	)		-100.0	%

Net operating revenue		84,767			100.0	%		77,432			100.0	%		7,335			9.5	%		81,390			100.0	%		76,946			100.0	%		4,444			5.8	%

Operating expenses:
Salaries, wages and employee benefits		42,435			50.1	%		42,637			55.1	%		(202	)		-0.5	%		41,913			51.5	%		41,509			53.9	%		404			1.0	%
Medical services and supplies expense		28,668			33.8	%		22,517			29.1	%		6,151			27.3	%		26,259			32.3	%		25,044			32.5	%		1,215			4.9	%
Rent expense		5,184			6.1	%		4,105			5.3	%		1,079			26.3	%		4,453			5.5	%		4,056			5.3	%		397			9.8	%
Provision for doubtful accounts		53			0.1	%		138			0.2	%		(85	)		-61.6	%		106			0.1	%		(133	)		-0.2	%		239			-179.7	%
Other operating expenses		9,073			10.7	%		7,740			10.0	%		1,333			17.2	%		10,806			13.3	%		9,855			12.8	%		951			9.6	%
Depreciation and amortization		2,519			3.0	%		1,997			2.6	%		522			26.1	%		2,256			2.8	%		2,227			2.9	%		29			1.3	%

		87,932			103.7	%		79,134			102.2	%		8,798			11.1	%		85,793			105.4	%		82,558			107.3	%		3,235			3.9	%

Loss from operations		(3,165	)		-3.7	%		(1,702	)		-2.2	%		(1,463	)		86.0	%		(4,403	)		-5.4	%		(5,612	)		-7.3	%		1,209			-21.5	%
Other income, net		1,499			1.8	%		1,960			2.5	%		(461	)		-23.5	%		783			1.0	%		1,013			1.3	%		(230	)		-22.7	%

Income (loss) before income taxes		(1,666	)		-2.0	%		258			0.3	%		(1,924	)		-745.7	%
Loss before income taxes																				(3,620	)		-4.4	%		(4,599	)		-6.0	%		979			-21.3	%
Benefit for income taxes		(952	)		-1.1	%		(663	)		-0.9	%		(289	)		43.6	%		(984	)		-1.2	%		(2,019	)		-2.6	%		1,035			-51.3	%

Net income		(714	)		-0.8	%		921			1.2	%		(1,635	)		-177.5	%
Net loss																				(2,636	)		-3.2	%		(2,580	)		-3.4	%		(56	)		2.2	%
Less: net income attributable to noncontrolling interests		(2,827	)		-3.3	%		(2,667	)		-3.4	%		(160	)		6.0	%		—			0.0	%		(2,082	)		-2.7	%		2,082			-100.0	%

Net loss attributable to USMD Holdings, Inc.	$	(3,541	)		-4.2	%	$	(1,746	)		-2.3	%	$	(1,795	)		102.8	%	$	(2,636	)		-3.2	%	$	(4,662	)		-6.1	%	$	2,026			-43.5	%

The following table summarizes our net operating revenues for the periods indicated and is used in the revenue discussions that follow (dollars in thousands):


	Three Months Ended September 30,										Three Month Variance						Three Months Ended March 31,										Three Month Variance
	2015					2014					2015 vs. 2014						2016					2015					2016 vs. 2015
	Amount		Ratio			Amount		Ratio			Amount			Ratio			Amount		Ratio			Amount		Ratio			Amount			Ratio
Net patient service revenue:
Physician clinics	$	39,430		46.5	%	$	37,949		49.0	%	$	1,481			3.9	%	$	38,621		47.5	%	$	35,164		45.7	%	$	3,457			9.8	%
Imaging		1,250		1.5	%		1,678		2.2	%		(428	)		-25.5	%		1,235		1.5	%		1,107		1.4	%		128			11.6	%
Diagnostic laboratories		3,719		4.4	%		3,728		4.8	%		(9	)		-0.2	%		4,699		5.8	%		3,993		5.2	%		706			17.7	%
Cancer treatment center		3,260		3.8	%		2,509		3.2	%		751			29.9	%		2,777		3.4	%		2,709		3.5	%		68			2.5	%

Total patient encounter based clinic net patient service revenue		47,659		56.2	%		45,864		59.2	%		1,795			3.9	%		47,332		58.2	%		42,973		55.8	%		4,359			10.1	%
Other physician revenue		1,245		1.5	%		2,030		2.6	%		(785	)		-38.7	%		779		1.0	%		978		1.3	%		(199	)		-20.3	%

		48,904		57.7	%		47,894		61.9	%		1,010			2.1	%		48,111		59.1	%		43,951		57.1	%		4,160			9.5	%

Capitated revenue		24,698		29.1	%		18,500		23.9	%		6,198			33.5	%		28,275		34.7	%		23,071		30.0	%		5,204			22.6	%

Management and other services revenue:
Hospital management revenue		3,612		4.3	%		3,524		4.6	%		88			2.5	%		3,611		4.4	%		3,441		4.5	%		170			4.9	%
Lithotripsy management revenue		337		0.4	%		338		0.4	%		(1	)		-0.3	%		—		0.0	%		350		0.5	%		(350	)		-100.0	%
Cancer treatment center management revenue		614		0.7	%		715		0.9	%		(101	)		-14.1	%		647		0.8	%		534		0.7	%		113			21.2	%
Other services revenue		721		0.9	%		719		0.9	%		2			0.3	%		746		0.9	%		743		1.0	%		3			0.4	%

		5,284		6.2	%		5,296		6.8	%		(12	)		-0.2	%		5,004		6.1	%		5,068		6.6	%		(64	)		-1.3	%

Lithotripsy revenue		5,881		6.9	%		5,742		7.4	%		139			2.4	%		—		0.0	%		4,856		6.3	%		(4,856	)		-100.0	%

Net operating revenue	$	84,767		100.0	%	$	77,432		100.0	%	$	7,335			9.5	%	$	81,390		100.0	%	$	76,946		100.0	%	$	4,444			5.8	%

Our net patient service revenue (“NPSR”) is driven by a patient encounter at one of our physician clinics. A patient sees the physician at one of our clinics and the physician may prescribe services that may be performed at one of our imaging centers,

diagnostic laboratories, cancer treatment center or other affiliated healthcare facilities. The NPSR earned at our imaging centers, diagnostic laboratories and cancer treatment center are almost exclusively derived from the physician clinic patient encounter. Our imaging centers, diagnostic laboratories and cancer treatment center only nominally serve patients or conduct tests not derived from our physician clinic patient encounter. For these reasons, we utilize the overall NPSR per patient encounter metric.

Patient encounter based clinic NPSR increased ~~$1.8~~$4.4 million or ~~3.9%~~10.1%, ~~while patient~~net of a $1.1 million increase in the provision for doubtful accounts. Patient encounters and RVUs ~~decreased 2.2%~~increased 6.3% and ~~0.5%~~6.7%, respectively, for the three months ended ~~September 30, 2015~~March 31, 2016 as compared to the same period in ~~2014.~~2015. NPSR per patient encounter increased ~~6.2%,~~3.6% due to a favorable change in case mix offset by an unfavorable shift in payer mix. The shift in payer mix was ~~reflected by~~a result of an increase in utilization by beneficiaries enrolled in government program payer sources from ~~40%~~41% to ~~42%~~43% of gross charges. The ~~$0.8~~$0.1 million increase at the cancer treatment center is primarily due to a ~~34%~~21% increase in fractions treated at the cancer treatment center offset by a ~~$0.1~~$0.4 million decrease related to a decline in certain commercial payer reimbursement rates. We anticipate downward pricing pressure to continue to negatively impact NPSR at the cancer treatment center during 2016.

The provision for doubtful accounts related to patient service revenue increased $1.1 million during the three months ended March 31, 2016 as compared to the same period in 2015. Year over year comparative overall collections have slowed resulting in an increase in gross patient accounts receivable, further aging of accounts receivable and an increase in the provision for doubtful accounts. We believe the slowed collection rate is temporary and partially attributable to an information technology system conversion that occurred in late July 2015.

Other physician revenue represents non-clinic physician premium payments for quality measures, on-call pay and physician recruitment agreement revenues and decreased to ~~$1.2~~$0.8 million for the three months ended ~~September 30, 2015~~March 31, 2016 from ~~$2.0~~$1.0 million during the same period in ~~2014. Premium~~2015. The decrease is primarily attributable to a $0.2 million decline in premium payments for quality measures and revenue from physician recruitment agreements decreased $0.9 million for the three months ended September 30, 2015 compared to the same period in 2014 and were offset by a $0.1 million increase in on-call pay.measures.

~~In June 2013, WNI-DFW began operations and we began recording~~We record capitated revenue associated with the consolidated operations of WNI-DFW. Capitated revenue is correlated to capitated membership counts as well as the health risk of the patient population being managed; the population risk impacts the “per member per month” rate earned. Capitated revenue increased ~~$6.2~~$5.2 million to ~~$24.7~~$28.3 million for the three months ended ~~September 30, 2015~~March 31, 2016 from ~~$18.5~~$23.1 million ~~during the same period~~ in ~~2014.~~2015. The ~~increase~~growth in membership counts at WNI-DFW ~~resulted~~accounted for $2.5 million of the increase and a rise in ~~an increase of $3.9 million and an increase in~~ the aggregate risk score assigned to our managed Medicare Advantage population ~~resulted in an increase~~accounted for $2.7 million of ~~$2.3 million.~~the increase. We anticipate ~~increasing~~expanding our capitated member counts through WNI-DFW and other entities focused on the Medicare Advantage market as we execute our strategy to move from an early-stage integrated health system to a fully integrated health system. During 2014, we invested in ~~resources intended~~systems to train and monitor our physicians and staff with the intent to improve the accuracy of physician documentation and coding of patient conditions. We believe these efforts have resulted in a more accurate assessment by ~~the Centers for Medicare and Medicaid Services~~CMS of the risk score of our managed Medicare Advantage population.

Management services revenue includes revenue earned through the provision of management and support services to our nonconsolidated managed entities and is generated through our management of hospitals, ~~lithotripsy~~cancer treatment centers and, ~~cancer treatment~~prior to the sale of our Lithotripsy Services business, lithotripsy centers. Management and other services revenue ~~remained flat at $5.3~~decreased 1.3% to $5.0 million for the three months ended ~~September 30,~~March 31, 2016 from $5.1 million in 2015 ~~and 2014~~ for the reasons noted below.

Hospital management revenue earned from USMD ~~Hospital at~~ Arlington ~~L.P. (“USMD Arlington”)~~ and USMD ~~Hospital at~~ Fort Worth ~~L.P. (“USMD Fort Worth”)~~ increased ~~$0.1~~$0.2 million or ~~2.5%~~4.9% in ~~2015~~2016 as compared to ~~2014.~~2015. An increase ~~of $0.3 million~~in surgical case volume and in the contractual inflation adjustment to reimbursable support costs contributed $0.3 million to the increase in hospital management revenue and was offset by a ~~$0.2~~$0.1 million decrease related to an unfavorable shift to a lower acuity surgical case mix at the ~~hospitals.~~hospitals and an unfavorable change in commercial versus government payer mix.

Cancer treatment center management revenue ~~decreased~~increased $0.1 million or ~~14.1%~~21.2% in ~~2015~~2016 as compared to ~~2014.~~2015. We earn cancer treatment center management revenue by charging the cancer treatment center a contracted management fee that is based on a percentage of the managed entity’s account collections, net income, a combination of collections and net income, or a fixed monthly fee and reimbursement of variable support costs. We negotiate the management fee with each cancer treatment center and the fee differs between managed entities. Shifts in the level of activity between managed entities affect the price mix of cancer treatment center management revenue. ~~The net effect of a contract termination~~Same facility cancer center collections increased 6.4% resulting in the ~~fourth quarter of 2014, a contract termination in the first quarter of 2015 and the opening of new cancer treatment center in the first quarter of 2015 resulted in a~~ $0.1 million ~~decrease~~increase. Same facility year over year individual entity contractual rates did not change in ~~consolidated cancer treatment center management revenue for the three months ended September 30, 2015~~2016 as compared to ~~2014.~~2015 rates.

Other services revenue primarily consists of healthcare consulting services provided to third parties. Other services revenue remained flat at $0.7 million for the three months ended ~~September 30, 2015~~March 31, 2016 and ~~2014.~~

Lithotripsy revenue consists of revenue of the consolidated lithotripsy entities, which increased 2.4% to $5.9 million for the three months ended September 30, 2015 from $5.7 million during the same period in 2014. Lithotripsy entity case counts increased 4.6% resulting in an increase in lithotripsy revenue of $0.3 million in 2015 as compared to 2014. A decrease in the average aggregate contract rate for the consolidated lithotripsy entities, due to shifts in utilization and negotiated rate changes year over year, resulted in a $0.1 million decline. We anticipate downward pricing pressure to continue to negatively impact lithotripsy revenue during 2015.

Salaries, wages and employee benefits ~~decreased $0.2~~increased $0.4 million to ~~$42.4~~$41.9 million for the three months ended ~~September 30, 2015~~March 31, 2016 from ~~$42.6~~$41.5 million ~~during~~in 2015. Physician and physician extenders salary expense decreased $1.2 million primarily due to the ~~same period in 2014. Effective July 2014, we began phasing in a~~ new physician compensation model ~~that~~offset by a $0.7 million increase related to the increase in RVUs. Effective July 2015, we believe increases physician productivity, quality and profitability. Full implementation of the terms of this compensation model was originally scheduled to occur in January 2016; however, we have acceleratedcompleted implementation of many of the key components of the model to July 2015. Physician and physician extenders salary expense decreased $1.7 million primarily due to a $1.2 million decrease related to the accelerated implementation of the new physician compensation model and a $0.1 million decrease related to the decrease in RVUs.model. As a result of the ~~accelerated~~ implementation, ~~we anticipate~~ physician salaries ~~will continue to decrease~~decreased during the ~~remainder of 2015~~three months ended March 31, 2016 relative to the run rate experienced since the plan became effective. In addition, during the three months ended March 31, 2016, physician and extender salary expense incurred per RVU generated and as a percent of NPSR declined as compared to salary expense incurred prior to July 2015. We anticipate continued reduction in the relative run rate in 2016 and future years.

In the fourth quarter of 2014, we outsourced the majority of our revenue cycle function. As a result, for the three months ended September 30, 2015, salaries, wages and employee benefits were reduced by $0.9 million as compared to the same period in 2014. Non-physician salary and wages expense increased ~~$2.1~~$0.3 million, ~~excluding reductions associated with the revenue cycle outsourcing. The increase in non-physician salary expense is~~ primarily related to a growth in headcount of non-physician medical management and staff intended to improve the productivity and efficiency of the physicians and clinics and to support the growth of our population health management program. Employee benefit costs increased ~~$0.1~~$0.4 million ~~net of outsourcing~~primarily due to increases in payroll taxes and ~~contract~~health benefits expense. Contract labor costs increased $0.2 million.

Medical services and supplies expense includes external medical claims costs associated with population health management (WNI-DFW) as well as medical services and supplies associated with all patients, such as drugs, medications and general medical supplies. Medical services and supplies expense increased ~~$6.2~~$1.2 million to ~~$28.7~~$26.3 million for the three months ended ~~September 30, 2015~~March 31, 2016 from ~~$22.5~~$25.0 million ~~during the same period~~ in ~~2014. WNI-DFW medical services~~2015. Drug supplies expense increased ~~$5.8 million to $20.8~~$1.6 million for the three months ended ~~September 30,~~March 31, 2016 as compared to 2015, ~~from $15.0 million during~~commensurate with the ~~same period~~increase in ~~2014. The increase in~~drug supplies revenue. WNI-DFW medical services expense ~~was driven by a 20.9% increase~~decreased $0.4 million to $17.5 million for the three months ended March 31, 2016 from $17.9 million in ~~WNI-DFW capitated member months and increased utilization of medical services. Over the same period, capitated revenue increased $6.2 million.~~2015. Medical services expense of WNI-DFW includes the direct medical cost of caring for the patient population including incurred but not reported (“IBNR”) medical claims.

Rent expense increased $0.4 million to ~~$5.2~~$4.5 million for the three months ended ~~September 30, 2015~~March 31, 2016 from $4.1 million ~~during the same period~~ in ~~2014~~2015 due ~~primarily~~ to an increase in leased square ~~footage.~~footage and a $0.1 million increase in equipment lease expense.

Other operating expenses consist primarily of management fees, consulting and professional fees, purchased services, repairs and maintenance, utilities and other expense. ~~For~~Other operating expenses increased 9.6% to $10.8 million for the three months ended ~~September 30, 2015, other operating expenses increased $1.3~~March 31, 2016 from $9.9 million ~~to $9.0 million from $7.7 million during the same period~~ in ~~2014.~~2015. The increase is primarily related to ~~$0.8 million of expense related to the outsourcing of our revenue cycle process that began in November 2014. In addition, training and education fees, various information technology costs and medical~~ management ~~and administrative fees incurred at WNI-DFW each increased $0.1 million.~~

~~Depreciation and amortization increased $0.5 million for three months ended September 30, 2015 as compared to the same period in 2014, due primarily to asset additions made since September 2014.~~

Other income, net decreased 23.5% to $1.5 million for the three months ended September 30, 2015 from $2.0 million during the same period in 2014, due primarily to a $0.4 million net decrease in equity in income of nonconsolidated affiliates. The equity in income of USMD Fort Worth and USMD Arlington decreased $0.7 million and $0.3 million, respectively. In addition, comparative equity in income of the remaining nonconsolidated affiliates increased $0.6 million, primarily due to the January 2015 sale of our ownership interest in a cancer treatment center that had been generating losses.

For the three months ended September 30, 2015, our effective tax rate was 91.3%. This rate is primarily due to the impact net income attributable to noncontrolling interests has on the tax rate when a pre-tax loss exists, as it did for the period. For the three months ended September 30, 2014, our effective tax rate was -309%. This rate is primarily due to the tax impact of net income attributable to noncontrolling interests when applied to a near-break-even amount, as existed for the period. The net income attributable to noncontrolling interests tax component was flat; however, its impact on the tax rates varied significantly due to the pre-tax results in each period.

Noncontrolling interests eliminate the income or loss attributable to non-USMD ownership interests in our consolidated entities. Net income attributable to noncontrolling interests increased 6.0% to $2.8 million for the three months ended September 30, 2015 from $2.7 million in 2014. The change is related to an increase in net income of the consolidated lithotripsy entities.

~~Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014~~

~~The following table summarizes our results of operations for the periods indicated and is used in the discussions that follow (dollars in thousands):~~

~~The following table summarizes our net operating revenues for the periods indicated and is used in the revenue discussions that follow (dollars in thousands):~~

Patient encounter based clinic NPSR increased $3.7 million or 2.8%, net of a $1.2 million increase in the provision for doubtful accounts. Patient encounters decreased 0.6% and RVUs increased 1.2% for the nine months ended September 30, 2015 as compared to the same period in 2014. NPSR per patient encounter increased 3.4%, due to a change in case mix offset by an unfavorable shift in payer mix. The shift in payer mix was reflected by an increase in utilization by beneficiaries enrolled in government program payer sources from 39% to 41% of gross charges. The $0.6 million decrease at the cancer treatment center is primarily due to a 3.8% decline in fractions treated at the cancer treatment center and a $0.5 million decrease related to a decline in certain commercial payer reimbursement rates.

The provision for doubtful accounts related to patient service revenue increased $1.2 million during the nine months ended September 30, 2015 as compared to the same period in 2014. Year over year comparative overall collections have slowed resulting in an increase in gross patient accounts receivable, further aging of accounts receivable and an increase in the provision for doubtful accounts. We believe the slowed collection rate is temporary and partially attributable to an information technology system conversion that occurred in late July 2015.

Other physician revenue represents non-clinic physician premium payments for quality measures, on-call pay and physician recruitment agreement revenues and decreased to $3.1 million for the nine months ended September 30, 2015 from $3.6 million during the same period in 2014. The decrease is primarily attributable to a $0.5 million decrease in premium payments for quality measures and a $0.4 million decline in revenue from physician recruitment agreements offset by a $0.4 million increase in on-call pay.

In June 2013, WNI-DFW began operations and we began recording capitated revenue associated with the consolidated operations of WNI-DFW. Capitated revenue is correlated to capitated membership counts as well as the health risk of the population being managed; the population risk impacts the “per member per month” rate earned. Capitated revenue increased $24.4 million to $71.8 million for the nine months ended September 30, 2015 from $47.4 million during the same period in 2014. The increase in membership counts at WNI-DFW resulted in an increase of $17.0 million and an increase in the risk score assigned to our managed Medicare Advantage population resulted in an increase of $7.4 million. We anticipate increasing our capitated member counts through WNI-DFW and other entities focused on the Medicare Advantage market as we execute our strategy to move from an early-stage integrated health system to a fully integrated health system. During 2014, we invested in resources intended to improve the accuracy of physician documentation and coding of patient conditions. We believe these efforts have resulted in a more accurate assessment by the Centers for Medicare and Medicaid Services of the risk score of our managed Medicare Advantage population.

Management services revenue includes revenue earned through the provision of management and support services to our nonconsolidated managed entities and is generated through our management of hospitals, lithotripsy centers and cancer treatment centers. Management and other services revenue decreased 10.8% to $15.5 million for the nine months ended September 30, 2015 from $17.4 million during the same period in 2014 for the reasons noted below.

Hospital management revenue earned from USMD Arlington and USMD Fort Worth decreased $0.2 million or 1.8%. An unfavorable shift to a lower acuity surgical case mix at the hospitals contributed $0.4 million to the decrease in hospital management revenue and was offset by a $0.2 million increase related to an increase in surgical case volume and a favorable change in commercial versus government payer mix.

Cancer treatment center management revenue decreased $1.2 million or 42.1% in 2015 as compared to 2014. We earn cancer treatment center management revenue by charging the cancer treatment center a contracted management fee that is based on a percentage of the managed entity’s account collections, net income, a combination of collections and net income, or a fixed monthly fee and reimbursement of variable support costs. We negotiate the management fee with each cancer treatment center and the fee differs between managed entities. Shifts in the level of activity between managed entities affect the price mix of cancer treatment center management revenue. In 2014, contractual management arrangements with three cancer treatment centers were terminated and in January 2015, a contractual management arrangement with one additional cancer treatment center was terminated. The net effect of the contract terminations and the opening of new cancer treatment centers resulted in a $1.0 million decrease in consolidated cancer treatment center management revenue for the nine months ended September 30, 2015 as compared to 2014. Same facility cancer center collections declined 12.1%, contributing $0.2 million to the decline. Same facility year over year individual entity contractual rates did not change in 2015 as compared to 2014 rates.

Other services revenue primarily consists of healthcare consulting services provided to third parties and income related to the early termination of management agreements. Other services revenue decreased $0.4 million or 16.6% as compared to 2014. In the second quarter of 2014, we entered into a settlement agreement and recognized $0.4 million as a result of the early termination of a management agreement.

Lithotripsy revenue consists of revenue of the consolidated lithotripsy entities, which increased 1.4% to $16.1 million for the nine months ended September 30, 2015 from $15.9 million during the same period in 2014. Lithotripsy entity case counts increased 2.7% resulting in an increase in lithotripsy revenue of $0.4 million in 2015 as compared to 2014. A decrease in the average aggregate contract rate for the consolidated lithotripsy entities, due to shifts in utilization and negotiated rate changes year over year, resulted in a $0.2 million decline. We anticipate downward pricing pressure to continue to negatively impact lithotripsy revenue during 2015.

Salaries, wages and employee benefits increased $2.9 million to $126.4 million for the nine months ended September 30, 2015 from $123.5 million during the same period in 2014. Physician and physician extenders salary expense increased $1.6 million primarily due to a $1.2 million increase related to the new physician compensation model and a $0.4 million increase related to the increase in RVUs. Effective July 2014, we began phasing in a new physician compensation model that we believe increases physician productivity, quality and profitability. Full implementation of the terms of this compensation model was originally scheduled to occur in January 2016; however, we have accelerated implementation of many of the key components of the model to July 2015. As a result of the accelerated implementation, we anticipate physician salaries will decrease during the remainder of 2015 relative to the run rate experienced since the plan became effective. We anticipate continued reduction in the relative run rate in 2016 and future years.

In the fourth quarter of 2014, we outsourced the majority of our revenue cycle function. As a result, for the nine months ended September 30, 2015, salaries, wages and employee benefits were reduced by $2.9 million as compared to the same period in 2014. Employee benefit costs increased $0.9 million, net of outsourcing, contract labor costs increased $0.6 million and non-physician salary expense increased $2.8 million excluding reductions associated with the revenue cycle outsourcing. The increase in non-physician salary expense is primarily related to a growth in headcount of non-physician medical management and staff intended to improve the productivity and efficiency of the physicians and clinics and to support the growth of our population health management program.

Medical services and supplies expense includes external medical claims costs associated with population health management (WNI-DFW) as well as medical services and supplies associated with all patients, such as drugs, medications and general medical supplies. Medical services and supplies expense increased $21.1 million to $79.7 million for the nine months ended September 30, 2015 from $58.5 million during the same period in 2014. WNI-DFW medical services expense increased $19.0 million to $57.1 million for the nine months ended September 30, 2015 from $38.1 million during the same period in 2014. The increase in medical services expense was driven by a 35.9% increase in WNI-DFW capitated member months and increased utilization of medical services. Over the same period, capitated revenue increased $24.4 million. Medical services expense of WNI-DFW includes the direct medical cost of caring for the patient population including IBNR medical claims. In addition, as compared to the same period in 2014, an increase in oncologist RVUs primarily accounted for a $1.9 million increase in drug expense. The remaining net increase in medical services and supplies of $0.2 million is primarily due to an increase in medical supplies expense.

~~Rent expense increased to $13.3 million for the nine months ended September 30, 2015 from $11.8 million during the same period in 2014 due primarily to an increase in leased square footage.~~

Other operating expenses consist primarily of management fees, consulting and professional fees, purchased services, repairs and maintenance, utilities and other expense. For the nine months ended September 30, 2015, other operating expenses increased $4.5 million to $29.1 million from $24.6 million during the same period in 2014. The increase is primarily related to management fees, outsourced revenue cycle costs and professional fees. Medical management and administrative fees incurred at WNI-DFW increased ~~$1.4 million.~~$1.5 million in 2016 as compared to 2015. As WNI-DFW member counts and revenues grow, and as WNI-DFW gains efficiencies in its provision of care coordination and overall medical management services, we anticipate that medical management fees incurred at WNI-DFW will continue to increase. In ~~2015, we have incurred $2.6~~addition, purchased services increased $0.3 million ~~of expense related to the outsourcing of our revenue cycle process that began~~ in ~~November 2014. In addition, professional fees increased $0.5 million, primarily due to consulting and staff augmentation expenses.~~

~~Depreciation and amortization decreased $7.4 million for nine months ended September 30, 2015~~2016 as compared to ~~the same period in 2014, due primarily to an $8.4 million intangible asset impairment charge taken in May 2014. The~~2015, offset by a net decrease of $1.0 million ~~net increase~~ in depreciation and amortization is comprised of increases in fixed asset depreciation and amortization and intangible asset amortization. Fixed asset depreciation and amortization increased $0.8 million primarily due to asset additions made since September 2014. Intangible asset amortization increased $0.2 million as certain trade names converted from indefinite-lived to finite-lived assets concurrent with the 2014 impairment.professional fees.

Other income, net decreased ~~24.9%~~$0.2 million to ~~$4.6~~$0.8 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2016 from $1.0 million in 2015 ~~from $6.1~~due primarily to a $0.2 million ~~during the same period~~increase in ~~2014 primarily as~~net interest expense and a ~~result of a $1.4 million~~$0.1 net decrease in equity in income of nonconsolidated ~~affiliates and a $0.2 million increase in net interest expense.~~affiliates. The decrease in equity in income of nonconsolidated entities was the result of a ~~$1.8~~$0.2 million decrease in the equity in income of USMD ~~Fort Worth~~Arlington offset by a $0.1 million increase ~~at USMD Arlington. In addition,~~in comparative equity in income of the remaining nonconsolidated ~~affiliates increased $0.3 million, primarily due to the January 2015 sale of our ownership interest in a cancer treatment center that had been generating losses.~~affiliates.

Our effective tax rates were ~~58.4%~~26.7% and ~~54.9%~~43.9% for the ~~nine~~three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. The ~~increase in~~2016 variance from the ~~effective tax~~statutory rate is primarily due to nondeductible interest expense related to our convertible debt. The 2015 variance from the statutory rate is primarily due to the impact ofthat net income attributable to noncontrolling interests ~~when applied to~~has on a ~~smaller pre-tax loss, as existed for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. In addition, the~~ tax rate ~~increase was offset by the tax impact of our unrecognized tax benefit activity.~~when a pretax loss exists.

~~Noncontrolling interests~~As of the date of sale of our Lithotripsy Services business, we no longer eliminate ~~the~~ income or loss attributable to non-USMD ownership interests in our consolidated entities. Net income attributable to noncontrolling interests increased 5.3% to $7.4 million for the nine months ended September 30, 2015 from $7.0 million in 2014. The change is related to an increase in net income of the consolidated lithotripsy entities.interests.

Our principal uses of cash are for working capital requirements, financing obligations and capital expenditures. Our primary sources of liquidity include existing cash and cash flows from operations including distributions from USMD Arlington and USMD Fort ~~Worth and borrowings under our revolving credit facility.~~Worth. In addition, we apply various mechanisms to manage cash flows, including utilizing our common stock as a form of liquidity. We continue to explore potential sources of additional ~~liquidity, including monetization of non-strategic assets.~~liquidity. Liquidity provided by distributions from USMD Arlington and USMD Fort Worth can vary materially depending on hospital profitability and the individual cash requirements of the hospital. Additionally, we anticipate distributions from USMD Arlington to be lower than historical distributions due to the mechanics of repayment of certain borrowings from USMD Arlington (seeFinancing Activities below). At ~~September 30, 2015,~~March 31, 2016, we had ~~$10.9~~$5.0 million of cash and cash equivalents available for general corporate purposes. This amount is net of ~~$6.8~~$8.7 million of restricted cash and ~~$15.5~~$21.4 million of cash held by ~~consolidated entities that~~WNI-DFW, which is only available for use by ~~the specific consolidated entity, primarily~~ WNI-DFW. As further described in the Credit Agreement section ~~entitled “Credit Agreement”~~ below, we are required to maintain a compensating balance of $6.8 million as collateral ~~related to~~for our borrowings under our credit agreement. We believe that these sources of cash and cash management techniques will be adequate to fund our working capital requirements, debt service obligations, ongoing capital expenditures and other ongoing cash needs until 2019, when certain convertible subordinated notes are due.

We may utilize our common stock as a form of liquidity, primarily in payment of certain compensation and when acquiring physician practices. ~~The~~Our physician compensation model allows for up to 25% of the base salary of certain physicians to be deferred under certain conditions, and later paid in cash, our common stock, or a combination of both. ~~The payment of deferred amounts~~We do not anticipate deferring physician salaries in ~~cash, if any, will generally occur within 45 days of the end of a given quarter and as soon as reasonably practicable following the end of the quarter if paid in~~2016.

We may also utilize our common stock ~~if any, subject~~ to ~~compliance with law. During the nine months ended September 30, 2015, we granted and issued common stock with a grant date fair value of $1.0 million in payment of~~pay certain compensation amounts due to physicians. Subsequent to the third quarter end, on October 6, 2015, we granted and issued common stock with a grant date fair value of $5.5 million in payment of compensation amounts due to physicians.

~~Participation in~~deferred under our Salary Deferral Plan (the “Deferral Plan”). Participation in the Deferral Plan is limited to certain of our executives and permits us to defer the payment of a predetermined portion of a participant’s base salary each calendar quarter. The plan administrator ~~will decide~~decides after the end of each quarter whether deferred amounts will be paid in the form of cash, shares of common stock or a combination of both. ~~The payment of deferred amounts~~No executives have elected to participate in cash, if any, will occur within 45 days of the end of a given quarter and on or prior to March 14 of the following calendar year if paid in common stock, if any, subject to compliance with law. During the nine months ended September 30, 2015, we granted common stock with a grant date fair value of $0.5 million in payment of compensation amounts deferred under the Deferral Plan; these shares have not been issued. During the nine months ended September 30, 2015, we issued common stock with a grant date fair value of $0.2 million in payment of compensation amounts deferred under the Deferral Plan in ~~2014.~~2016.

Shares of common stock issued pursuant to the Deferral Plan or in payment of deferred physician compensation isare issued from the shares of common stock authorized for issuance under the USMD Holdings, Inc. 2010 Equity Compensation Plan, as amended.

As we execute our physician-led integrated health system strategy in ~~the remainder of 2015 and into~~ 2016, we anticipate making significant capital investments, primarily as related to the opening of another IDTF, the continued consolidation and expansion of our physician clinics and investments in certain information technology infrastructure. Significant capital investments, including expansion related capital investments, may be financed through long-term debt or lease arrangements, funded with borrowings under the revolving credit facility, if available, or paid for with existing cash. ~~Our consolidated lithotripsy entities have historically secured bank debt or capital leases to finance the acquisition of lithotripter and related equipment.~~ As we execute our strategy to expand our physician-led integrated health system, ~~in 2015 and future years,~~ we will continue to invest in our infrastructure and incur acquisition and integration costs. Significant expansion may be financed with our equity and/or additional indebtedness or through lease arrangements. As our business model matures, we believe cash flows from operations will provide the cash flow necessary to support integration costs and infrastructure investment. However, certain growth plans and infrastructure investment may be curtailed depending upon the availability of cash and additional sources of financing. In addition, our WNI-DFW joint venture may require cash advances from us.

Our credit agreement provides for a revolving credit facility (“Revolver”) commitment of up to $10.0 million through December 21, 2016, subject to certain financial covenants. The Revolver is available for working capital needs and capital

expenditures (up to $1.5 million per year), both subject to certain criteria. At ~~September 30, 2015,~~March 31, 2016, we had no borrowings under the Revolver and no amounts were available to borrow under the Revolver, as calculated per the financial ~~covenants.~~covenants in our credit agreement. Our ability to borrow amounts under the Revolver is limited and our credit agreement limits our ability to incur additional indebtedness. We

continue to seek additional liquidity and believe that such liquidity may be available to us through alternative debt/equity financings. We believe that additional financing will enable us to continue execution of our expansion strategy. However, there is no guarantee we will be able to find such additional liquidity. In addition, adequate funds may not be available when needed or may be available only on terms not acceptable to us. If we are unable to secure additional financing on terms acceptable to us, our growth could be materially adversely impacted. Even if we secure additional financing, such financing could have a negative impact on our long-term cash flows and results of operations and may be dilutive to existing stockholders.

The following table summarizes our cash flows for the periods indicated and is used in the discussions that follow (in thousands):


	Nine Months Ended September 30,						Three Months Ended March 31,
	2015			2014			2016			2015
Cash flows from operating activities:
Net loss	$	(2,958	)	$	(4,102	)	$	(2,636	)	$	(2,580	)
Net loss to net cash reconciliation adjustments		7,979			14,497			5,977			3,897
Change in operating assets and liabilities, net of effects of business combinations		4,194			16,730
Change in operating assets and liabilities								(6,971	)		968

Net cash provided by operating activities		9,215			27,125
Net cash provided by (used in) operating activities								(3,630	)		2,285

Cash flows from investing activities:
Cash paid for business combinations, net of cash acquired		—			(104	)
Capital expenditures		(2,920	)		(935	)		(351	)		(276	)
Payments received on note receivable for the sale of ownership interests		297			—			68			87
Proceeds from sale of property and equipment		18			80			—			3

Net cash used in investing activities		(2,605	)		(959	)		(283	)		(186	)

Cash flows from financing activities:
Proceeds from issuance of related party long-term debt		15,457			—
Proceeds from issuance of long-term debt		4,350			—			—			3,500
Repayments of borrowings under revolving credit facility		—			(1,500	)
Payments on long-term debt and capital lease obligations								(313	)		(639	)
Principal payments on related party long-term debt		(527	)		(157	)		—			(172	)
Payments on long-term debt and capital lease obligations		(1,732	)		(8,924	)
Payment of debt issuance costs		(102	)		(159	)		—			(11	)
Distributions to noncontrolling interests, net of contributions		(6,775	)		(6,894	)		—			(1,987	)
Release (restriction) of restricted cash		(6,750	)		5,000			1,000			—

Net cash provided by (used in) financing activities		3,921			(12,634	)
Net cash provided by financing activities								687			691

Net increase in cash and cash equivalents		10,531			13,532
Net increase (decrease) in cash and cash equivalents								(3,226	)		2,790
Cash and cash equivalents at beginning of year		15,940			13,137			29,593			15,940

Cash and cash equivalents at end of period	$	26,471		$	26,669		$	26,367		$	18,730

For the ~~nine~~three months ended ~~September 30, 2015,~~March 31, 2016, we had cash used for current assets of ~~$9.1~~$8.3 million offset by cash flows from liabilities of ~~$13.3~~$1.5 million.

~~During the nine months ended September 30, 2015,~~At March 31, 2016, accounts receivable, net increased ~~$4.1 million. An increase in~~$5.1 million as compared to December 31, 2015. NPSR accounts receivable, ~~derived from~~ net ~~patient service revenue of $4.2~~increased $3.5 million is due to an increase in ~~net patient service revenue~~NPSR over the comparative period and a slowdown in collections resulting in an increase in average days ~~outstanding for accounts receivable. Average days~~ sales outstanding ~~for~~in accounts receivable ~~derived from net patient service revenue~~(“DSO”). Average NPSR DSO increased to 4746 days at ~~September 30, 2015~~March 31, 2016 from 3941 days at December 31, ~~2014.~~

~~In addition, trade receivables of our consolidated lithotripsy entities~~2015. Non-NPSR accounts receivable increased ~~$0.8~~$2.6 million, ~~due to the timing of collections and an aging of certain receivables. These increases were offset by a $0.9 million decrease in other accounts receivable,~~ primarily due to ~~collection~~an increase in non-NPSR accounts receivable at WNI-DFW of ~~Electronic Health Record incentive amounts.~~

~~Cash used for prepaid expenses~~$2.0 million and ~~other current assets of $1.8 million was primarily due to~~ a ~~$1.7~~$0.8 million increase in ~~our federal income tax receivable. Inventories decreased $0.2 million.~~accounts receivable from a related party.

~~During~~For the ~~period,~~three months ended March 31, 2016, we had cash flows of ~~$8.4 million from accrued payroll and $4.2~~$3.5 million from accounts payable and other accrued ~~liabilities.~~liabilities offset by $2.4 million used for accrued payroll. Cash flows of $2.6 million from accounts payable are due primarily to a $2.3

million increase due to a related party. The increase in other accrued liabilities is primarily due to a $6.7 million growth-related increase in medical claims payable balances at WNI-DFW offset by a $2.8 million decrease in IBNR payable balances at WNI-DFW. In addition, we had decreases of $0.3 million in federal taxes payable and $1.3 million in accrued payables. Cash flows of $2.4 million used by accrued payroll are primarily due to a ~~$4.4~~$1.3 million ~~increase~~decrease in compensation amounts due to physicians ~~including $3.2~~and a net decrease of $1.3 million ~~of deferred physician compensation,~~in payroll and ~~$2.0 million of medical claims payable related to our self-insured employee medical benefit plan that began in January 2015. In addition, accrued~~ payroll ~~payroll taxes and employee benefits~~tax balances ~~increased by $1.0 million during the nine months ended September 30, 2015. Cash flows from accounts payable are primarily~~ due to ~~the~~payroll timing ~~of certain payments. Cash flows from other accrued liabilities are primarily due to increases in the IBNR~~differences between March 2016 and ~~medical claims payable balances at WNI-DFW. During 2015, non-cash activity includes $1.9 million of employee, physician and Board of Directors’ compensation accrued at~~ December ~~31, 2014 that was paid with shares of our common stock and an aggregate $1.0 million of stock compensation that was added to accrued payroll and accrued liabilities.~~2015.

~~During 2014, we entered into a lease agreement with USMD Arlington (a nonconsolidated affiliate)~~Net cash used in by investing activities of $0.3 million in 2016 was primarily attributable to ~~lease medical office building space to build an IDTF. Construction began in 2015 and expenditures for leasehold improvements totaled $1.7 million. The IDTF opened in August 2015. In addition, we had~~ capital expenditures ~~of $0.6 million for information technology and~~ of $0.2 million for ~~each~~major medical equipment, $0.1 million of ~~medical~~expenditures for equipment and ~~other equipment, leasehold improvements~~furniture and ~~construction~~$0.1 million for information technology. In addition, we received proceeds of $0.1 million from the 2015 sale of our ownership interests in ~~progress.~~an unconsolidated entity. We anticipate minimum capital expenditures of $2.0 million in 2016.

~~During 2014, we paid down a significant amount of term debt associated with our credit agreement.~~ In ~~2013 and~~ 2015 we issued ~~$29.4~~$20.0 million of ~~new~~debt with deferred principal payments and in 2013 we issued $24.3 million of debt with deferred principal payments. In December 2014, we restructured our credit agreement (see Credit Agreement below) resulting in principal payments on and proceeds from long-term debt of $6.8 million. Additionally, in 2014, we used a restricted cash compensating balance to repay a $5.0 million term loan and repaid the $3.0 million balance outstanding under the Revolver.

As a result of the sale of Lithotripsy Services, we paid off certain related party indebtedness and we made no distributions to noncontrolling interests, net of contributions during 2016. Additionally, we received $1.0 million from the release of restricted cash related to the sale of Lithotripsy Services. We anticipate payments on long-term debt ~~were lower during~~and capital leases to increase substantially in 2016 as amounts outstanding under the ~~nine months ended September 30, 2015~~credit agreement (see “Credit Agreement” below) become due in December 2016 and as ~~compared to the same period~~we begin making payments under capital lease and financing arrangements that commenced in 2014. We expect our 2015 payments on long-term debt to be lower than in 2014. Conversely, payments on related party long-term debt will be higher in 2015 as compared to 2014 due to the suspension of related party principal payments that occurred April 2014 through December 2014.2015.

On September 18, 2015, we executed an amendment to our partnership agreement with USMD Arlington to allow for a one-time special distribution to ~~us.~~us from USMD Arlington. We received proceeds from the special distribution of ~~$14.8~~$14.76 million, net of lender ~~fees.~~fees of $0.2 million. We have determined that the special distribution is, in substance, a debt arrangement (the “Advance”). The Advance accrues interest that is payable to USMD Arlington at the 30-Day London Interbank Offered Rate (“LIBOR”) plus a margin of 2.85% (3.27% at December 31, 2015). In addition, we are required to pay the limited partners of USMD Arlington a pre-determined quarterly financing fee equal to 3.22% per annum of the scheduled outstanding balance at the end of each month. To the extent available, principal and interest payments due on the Advance will be withheld monthly from ~~future~~ USMD Arlington distributions otherwise due to us. If distributions to us withheld by USMD Arlington for any three month period ending in February, May, August or November during the debt term are less than principal and interest payments due for that three month period, we will make payments in amounts equal to the difference between amounts withheld from distributions and amounts due for that three month period. Subject to the preceding terms, principal payments of $312,500 are due monthly beginning December 31, 2016 and the debt matures November 28, 2020. If we fail to make payments due under the terms of the Advance, our ownership interest in USMD Arlington may be reduced and the ownership interest of the limited partners of USMD Arlington may be proportionally increased.

On April 29, 2015, we issued convertible subordinated notes due 2020 in the principal amount of $1.55 million (the “2020-11 Convertible Notes”). to certain investors in a private unregistered offering. The 2020-11 Convertible Notes mature on November 1, 2020 and bear interest at a fixed rate of 7.25% per annum. Interest will be paid monthly, in cash or in shares of our common stock as we elect, on the last day of each month commencing on May 31, 2015. Principal is due in full at maturity. We may prepay the 2020-11 Convertible Notes, in whole or in part, at any time after April 29, 2016 without penalty. Each noteholder will have the right at any time after April 29, 2016, prior to the payment in full of the ~~note,~~2020-11 Convertible Note, to convert all or any part of the unpaid principal balance of the ~~note~~2020-11 Convertible Note into shares of our common stock at the rate of one share of common stock for each $10.61 of principal. The conversion rate will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The indebtedness represented by the 2020-11 Convertible Notes is expressly subordinate to and junior and subject in right of payment to the prior payment in full in cash of all our senior indebtedness, which includes indebtedness in connection with our credit agreement.

Effective March 13, 2015, we issued convertible subordinated notes payable in the aggregate principal amount of $3.5 million (the “2020-09 Convertible Notes”) to certain investors in a private ~~investors.~~unregistered offering. The 2020-09 Convertible Notes mature on September 1, 2020 and bear interest at a fixed rate of 7.75% per annum. Interest payments are due and payable on the last day of each

month and may be paid in cash or in shares of our common stock, as we elect. Principal is due in full upon maturity. We may prepay the 2020-09 Convertible Notes, in whole or in part, at any time after March 13, 2016 without penalty. Each noteholder has the right at any time after March 13, 2016, prior to the payment in full of the ~~note,~~2020-09 Convertible Note, to convert all or any part of the unpaid principal balance of its 2020-09 Convertible ~~Notes~~Note into shares of our common stock at the rate of one share of common stock for each $11.10 of principal. The conversion price will be appropriately adjusted for stock splits, mergers or other fundamental corporate transactions. The indebtedness represented by the 2020-09 Convertible Notes is expressly subordinate to and junior and subject in right of payment to the prior payment in full in cash of all our senior indebtedness, which includes indebtedness in connection with our credit agreement.

For the principal terms and more detailed summary of ~~the credit agreement and~~activity of our ~~other debt,~~Credit Agreement (the “Credit Agreement”), see Note ~~10,~~11, Long-Term Debt and Capital Lease Obligations, into our December 31, ~~2014~~2015 Consolidated Financial Statements, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K and Note 7, Long-Term Debt and Capital Lease Obligations in our September 30, 2015 Condensed Consolidated Financial Statements, included in Part I, Item 1, Financial Statements (Unaudited), of this Quarterly Reportfiled with the SEC on ~~Form 10-Q.~~April 14, 2016 (our “Annual Report”).

On ~~August 11, 2015 and September 18, 2015, respectively,~~December 22, 2014, we entered into ~~Amendment No. 9~~an amendment to ~~Credit Agreement (“Amendment No. 9”) and Amendment No. 10 to Credit Agreement (“Amendment No. 10”) (collectively,~~our credit agreement (as amended, the ~~“Amendments”~~“Credit Agreement”) with Southwest Bank as sole lender and administrative agent ~~for the lenders~~ (“Administrative Agent”), ~~to amend, that~~which governs certain loans from the Administrative Agent. The loans provided under the Credit Agreement ~~dated August 31, 2012 (as previously amended, the “Credit Agreement”). Amendment No. 9 to Credit Agreement was effective June 30, 2015. Amendment No. 9 restructures our~~consist of a $6.75 million term loan ~~facility (the “Term~~(“Term Loan”) and ~~modifies~~the Revolver. The obligations under the Credit Agreement are secured by substantially all of the assets of USMD and its wholly owned subsidiaries, subject to certain ~~financial covenants, among other provisions. Amendment No. 10 approves~~exceptions.

The maturity date of the ~~Advance~~Term Loan is December 21, 2016 and ~~modifies certain definitions, as needed, to reflect the Advance or to include or exclude the debt and debt services associated with such loan from the definitions relating to~~it bears interest at a fixed ~~charges, and the senior leverage ratio.~~rate of 1.80%. The ~~Amendments~~Credit Agreement requires us to ~~fully cash collateralize the~~maintain a compensating balance of $6.75 million, ~~Term Loan.~~which is presented as restricted cash on our consolidated balance sheet. The ~~cash held as collateral~~collateralized compensating balance is held in a segregated account with the Administrative ~~Agent. The account~~Agent and is governed by a deposit account control agreement executed in connection with ~~Amendment No. 9 and~~a previous amendment to the Credit Agreement. The account bears interest at a rate of 0.55% per annum. We do not have the right to withdraw funds from such deposit account without the prior written consent of the Administrative Agent. We may, however, prepay the Term Loan at any time, in whole or in part, with the cash held in the segregated account. Once the Term Loan was fully cash collateralized, we ~~are~~were no longer be required to make scheduled principal payments on the Term Loan and the outstanding principal balance of the Term Loan ~~will be~~is due and payable at maturity. ~~In addition, once~~Proceeds from borrowings under the Term Loan ~~was fully cash collateralized, it bears interest~~were used to repay in full other lenders previously party to the Term Loan.

The maturity date of the Revolver is December 21, 2016. Interest on amounts outstanding under the Revolver is due monthly and accrues, at our option, at the 30-Day LIBOR plus 3.50%, or the U.S. prime rate plus 0.50%, with a floor of 4.00% in either case. An unused commitment fee is payable quarterly on the undrawn portion of the Revolver at a ~~fixed~~ rate of ~~1.80%~~0.50% per annum. Proceeds from borrowings under the Revolver are available to finance our working capital needs and to finance up to $1.5 million of capital expenditures each year.

~~Amendment No. 10~~The Credit Agreement requires us to meet a senior leverage ratio of no greater than 1.00:1.00 in order to borrow funds under the ~~revolving credit facility~~Revolver and to pay down the borrowings under the ~~revolving credit facility~~Revolver in the event its senior leverage ratio exceeds 1.00:1.00. Beginning on September 30, 2016, ~~Amendment No. 9~~the Credit Agreement requires us to maintain a fixed charge coverage ratio of at least 1.25:1.00. Both covenants are calculated on a rolling four quarter basis. However, not more than once during any period of four consecutive fiscal quarters, we are permitted to maintain compliance with ~~our~~its financial covenants if the fixed charge coverage ratio is at least 1.00:1.00 and the senior leverage ratio is no greater than 1.25:1.00. Under the Credit Agreement, ~~as revised by the Amendments,~~ if the Term Loan is fully cash collateralized and there are no borrowings under the ~~revolving credit facility,~~Revolver, the fixed charge coverage ratio will not be tested in any fiscal quarter ending on or after September 30, 2016, and the senior leverage ratio will not be tested in any fiscal quarter ending on or after September 30, 2015.

~~There can be no assurance~~ The Credit Agreement contains a number of covenants that, among other things, limit or restrict our ability to dispose of assets, incur additional indebtedness, make dividend and other restricted payments, create liens securing other indebtedness and enter into restrictive agreements. As of March 31, 2016, we ~~will maintain~~were in compliance with the financial ~~and other covenants in~~covenant requirements of our Credit Agreement. ~~In the event we are unable to comply with these covenants during future periods, it is uncertain whether our lenders will either grant waivers or otherwise amend the~~The Credit Agreement allows for a maximum amount of capital expenditures of $6.0 million in 2016.

Effective September 1, 2013, we issued convertible subordinated notes due 2019 in the aggregate principal amount of $24.3 million (the “2019-03 Convertible Notes”) to ~~address our noncompliance. If there~~certain limited partners of USMD Arlington to acquire their limited partnership interests in

USMD Arlington. The 2019-03 Convertible Notes bear interest at a fixed rate of 5.00% per annum and mature on March 1, 2019. Interest payments are due and payable on the last day of each month and the principal is ~~an event of default by us under our Credit Agreement, our lenders~~due upon maturity. We have the option to ~~among~~prepay the 2019-03 Convertible Notes, in whole or in part, at any time after September 1, 2014 without penalty. Each noteholder has the right at any time after September 1, 2014 to convert all or any part of the unpaid principal balance of its 2019-03 Convertible Note into shares of common stock of USMD at the rate of one share of common stock for each $23.37 of principal. The conversion price will be appropriately adjusted for stock splits, mergers or other ~~things, accelerate any and all~~fundamental corporate transactions. The conversion option has no cash settlement provisions. The 2019-03 Convertible Notes are convertible into 1,041,577 of our ~~obligations~~common shares at a conversion price of $23.37 per share. The indebtedness represented by the 2019-03 Convertible Notes is expressly subordinate to all senior indebtedness of USMD currently outstanding or incurred in the future, which includes its indebtedness under the Credit ~~Agreement, which would~~Agreement. We intend to fund the required interest payments under the 2019-03 Convertible Notes with available cash balances, cash provided by operating activities and distributions from USMD Arlington and USMD Fort Worth.

At the date of execution of the 2019-03 Convertible Notes, the commitment date, the conversion price was less than the fair value of shares our common stock. We recognized the intrinsic value of the conversion option’s in-the-money portion as a $3.7 million beneficial conversion discount to the debt with an offsetting entry to additional paid-in capital. The beneficial conversion discount is being accreted to the 2019-03 Convertible Notes using the effective interest method over 66 months until they mature on March 1, 2019. The 2019-03 Convertible Notes have an effective interest rate of 8.50%. Recognition of the beneficial conversion discount results in a ~~material adverse effect~~temporary book-tax basis difference in the debt instrument. Accordingly, on ~~our business, financial condition and results of operations. If the Credit Agreement lenders accelerate our obligations upon~~September 1, 2013, we recorded a $1.3 million deferred tax liability with an ~~event of default, replacement financing may not be available when needed, or may only be available on terms that could have a negative impact on our business and results of operations.~~offsetting entry to additional paid-in capital.

Except for guarantees discussed below, we do not have any arrangements that qualify as off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

As of ~~September 30, 2015,~~March 31, 2016, we had issued guarantees to third parties of the indebtedness and other obligations of certain of our current and one former nonconsolidated investees. Should the investees fail to pay the obligations due, we could be required to make payments totaling an aggregate of ~~$24.9~~$24.3 million. The guarantees provide for recourse against the investee; however, ~~generally,~~ if we are required to perform under one or more guarantees, recovery of any amount ~~from investees~~ would be unlikely. Included in the guarantee amount above is our guarantee of 46.4% of the obligations of USMD Arlington that were incurred to finance the Advance to us. If we were required to perform under that guarantee or record a liability for that guarantee, our obligations under the Advance would likely decrease by an equal amount. The remaining terms of these guarantees range from 1528 to ~~152~~146 months. We record a liability for performance under financial guarantees when, upon review of available financial information of the nonconsolidated affiliate, and in consideration of pertinent factors, management determines it is probable that we will have to perform under the guarantee and the liability is reasonably estimable. We have not recorded a liability for these guarantees, as we believe ~~it is not probable~~the likelihood that we will have to perform under these ~~agreements.~~agreements is remote.

Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies and Pronouncements, to the December 31, ~~2014~~2015 consolidated financial statements included in Part II, Item 8, Financial Statements and Supplementary Data in our Annual ~~Report on Form 10-K filed with the SEC on April 15, 2015.~~Report. Those significant accounting policies that we consider to be the most critical to aid in fully understanding and evaluating reported financial results, as they require management’s most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain, are disclosed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Critical Accounting Policies and Estimates,” in our Annual ~~Report on Form 10-K.~~Report.

Subsequent to the filing of our ~~2014~~ Annual Report, ~~on Form 10-K,~~ there have been no material changes to our critical accounting policies.

For information regarding recent accounting pronouncements, see Note 1 – Description of Business, Basis of Presentation and Recently Issued Accounting Pronouncements to our ~~September 30, 2015~~March 31, 2016 Condensed Consolidated Financial Statements, included in Part I, Item 1, Financial Statements (Unaudited), of this Quarterly Report.

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our Exchange Act reports is i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the identification of material weaknesses in internal control over financial reporting as disclosed in our Annual Report, ~~on Form 10-K for the year ended December 31, 2014,~~ management concluded that, as of ~~September 30, 2015,~~March 31, 2016, the Company’s disclosure controls and procedures remained not effective.

During our evaluation of the effectiveness of internal controls over financial reporting as of December 31, ~~2014,~~2015, our management identified ~~material weaknesses in the areas of Financial Statement Close and Reporting and Impairment Testing of Goodwill. Mitigating controls addressing the Financial Statement Close and Reporting~~a material weakness ~~(see “Item 4. Controls~~related to its estimation of the collectability of its accounts receivables. In response to the material weakness, management has instituted a number of actions and ~~Procedures” disclosed~~commenced implementation of changes in internal control. Those actions are described below.

The implementation of our remediation plan is ongoing as of March 31, ~~2015) have been~~2016. All controls designed and implemented as part of June 30, 2015. Mitigating controls addressing the Impairment Testing of Goodwill material weakness (see “Item 4. Controls and Procedures” disclosed in the Company’s Quarterly Report on Form 10-Q for the period March 31, 2015) have been designed and are in the process of being implemented. Controls addressing both material weaknessesour remediation plan will be tested during the year as part of our Section 404 compliance program.

Except as noted above, there have been no significant changes in our internal controls over financial reporting (as defined by applicable SEC rules) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

See Note 1112 - Commitments and Contingencies in our ~~September 30, 2015~~March 31, 2016 Condensed Consolidated Financial Statements, included in Part I, Item 1, Financial Statements (Unaudited), of this Quarterly Report.

On November 13, 2015, USMD Holdings, Inc. (the “Company”) entered into Amendment No. 11 to Credit Agreement (the “Amendment”) with Southwest Bank, as administrative agent for the lenders, to amend that certain Credit Agreement dated August 31, 2012 (as previously amended, the “Credit Agreement”) by and among the Company, certain other borrowers and the lenders. The Amendment increases the maximum amount of capital expenditures allowed under the Credit Agreement in 2015 from $6,000,000 to $15,000,000. In addition, the Amendment increases the maximum allowable additional secured indebtedness from $3,000,000 to $10,000,000 and the maximum allowable additional unsecured indebtedness from $500,000 to $1,000,000.

~~The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached hereto as Exhibit 10.3 and incorporated by reference herein.~~None.

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.


Delaware		27-2866866
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6333 North State Highway 161, Suite 200 Irving, Texas		75038
(Address of principal executive offices)		(zip code)


			Page
PART I - FINANCIAL INFORMATION				3

	Item 1.	Financial Statements (Unaudited)		3

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2423

	Item 4.	Controls and Procedures		3834

PART II —- OTHER INFORMATION				4035

	Item 1.	Legal Proceedings		4035

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4035

	Item 3.	Defaults Upon Senior Securities		4035

	Item 4.	Mine Safety Disclosures		4035

	Item 5.	Other Information		4035

	Item 6.	Exhibits		4136

SIGNATURES				4237


	September 30, 2015		December 31, 2014
	(unaudited)
(1) Assets of consolidated variable interest entity (“VIE”) included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of:
Cash and cash equivalents	$	13,875	$	10,169
Accounts receivable		1,574		1,150
Prepaid expenses		99		61
Deferred tax asset		3,753		3,850

Total current assets	$	19,301	$	15,230


The assets of the consolidated VIE can only be used to settle the obligations of the VIE.

(2) Liabilities of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist of:
Accounts payable	$	3,047	$	3,517
Other accrued liabilities		12,602		11,506

Total current liabilities	$	15,649	$	15,023


	September 30, 2015			December 31, 2014
	Carrying Value		Ownership Percentage	Carrying Value		Ownership Percentage
USMD Hospital at Arlington, L.P.	$	50,409	46.40%	$	49,518	46.40%
USMD Hospital at Fort Worth, L.P.		9,989	30.88%		9,956	30.88%
Other		127	3%-34%		306	4%-34%

	$	60,525		$	59,780


	USMD Holdings, Inc. Common Stockholders’ Equity
	Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total USMD Holdings, Inc.			Noncontrolling Interests in Subsidiaries
	Shares Outstanding		Par Value		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total USMD Holdings, Inc.			Noncontrolling Interests in Subsidiaries			Total Equity
Balance at December 31, 2014		10,181	$	102	$	160,458	$	(2	)	$	(18,750	)	$	141,808		$	3,370		$	145,178
Net income (loss)		—		—		—		—			(10,311	)		(10,311	)		7,353			(2,958	)
Share-based payment expense - stock options		—		—		766		—			—			766			—			766
Share-based payment expense - common stock issued		15		—		125		—			—			125			—			125
Common stock issued for payment of 2014 accrued compensation		177		2		1,855		—			—			1,857			—			1,857
Distributions to noncontrolling shareholders		—		—		—		—			—			—			(6,775	)		(6,775	)

Balance at September 30, 2015		10,373	$	104	$	163,204	$	(2	)	$	(29,061	)	$	134,245		$	3,948		$	138,193


Balance at December 31, 2014		Provision for Doubtful Accounts Related to Patient Service Revenue		Provision for Doubtful Accounts			Write-offs, net of Recoveries			Balance at September 30, 2015
$	2,100		3,499		(66	)		(3,313	)	$	2,220


Balance at December 31, 2015	Provision for Doubtful Accounts Related to Patient Service Revenue	Provision for Doubtful Accounts	Recoveries of Bad Debt, Net of Write-offs	Balance at March 31, 2016
$2,920	2,257	106	(1,377)	$3,906


October through December 2015	$	493
2016	$	1,974
2017	$	1,972
2018	$	1,972
2019	$	1,665


April through December 2016.	$	1,496
2017	$	1,993
2018	$	1,992
2019	$	1,679
2020	$	1,423
2021	$	1,417


	September 30, 2015			December 31, 2014
USMD Holdings, Inc.:
Credit Agreement:
Term Loan	$	6,750		$	7,500
Revolving line of credit		—			—
Convertible subordinated notes due 2019, net of unamortized discount of $2,516 and $2,978 at September 30, 2015 and December 31, 2014, respectively		21,826			21,364
Convertible subordinated notes due 2020 (including $700 related party notes)		5,050			—
Subordinated related party notes payable		3,304			3,831
USMD Arlington related party advance, net of unamortized discount of $240 at September 30, 2015		14,760			—
Other loans payable		984			212
Capital lease obligations		7,253			1,032

		59,927			33,939
Consolidated lithotripsy entities:
Notes payable		1,361			1,228
Capital lease obligations		922			1,294

		2,283			2,522

Total long-term debt and capital lease obligations		62,210			36,461
Less: current portion		(3,229	)		(3,323	)

Long-term debt and capital lease obligations, less current portion	$	58,981		$	33,138


October through December 2015	$	445
2016		8,446
2017		5,766
2018		4,830
2019		28,342
Thereafter		8,962

Total	$	56,791


April through December 2016.	$	7,033
2017		3,865
2018		3,871
2019		28,192
2020		8,890
Thereafter		35

Total	$	51,886


	Medical Services Expense				Accounts Payable
	Three Months Ended March 31,				March 31,		December 31,
	2016		2015		2016		2015
USMD Arlington	$	291	$	425	$	104	$	198
USMD Fort Worth		107		74		46		66

	$	398	$	499	$	150	$	264


	Nine Months Ended September 30,												Nine Month Variance
	2015						2014						2015 vs. 2014
	Amount			Ratio			Amount			Ratio			Amount			Ratio
Revenues:
Net patient service revenue	$	140,084			57.5	%	$	136,899			62.9	%	$	3,185			2.3	%
Capitated revenue		71,789			29.5	%		47,360			21.8	%		24,429			51.6	%
Management and other services revenue		15,533			6.4	%		17,409			8.0	%		(1,876	)		-10.8	%
Lithotripsy revenue		16,148			6.6	%		15,930			7.3	%		218			1.4	%

Net operating revenue		243,554			100.0	%		217,598			100.0	%		25,956			11.9	%

Operating expenses:
Salaries, wages and employee benefits		126,373			51.9	%		123,465			56.7	%		2,908			2.4	%
Medical services and supplies expense		79,684			32.7	%		58,539			26.9	%		21,145			36.1	%
Rent expense		13,348			5.5	%		11,780			5.4	%		1,568			13.3	%
Provision for doubtful accounts		(66	)		0.0	%		186			0.1	%		(252	)		-135.5	%
Other operating expenses		29,128			12.0	%		24,629			11.3	%		4,499			18.3	%
Depreciation and amortization		6,770			2.8	%		14,173			6.5	%		(7,403	)		-52.2	%

		255,237			104.8	%		232,772			107.0	%		22,465			9.7	%

Loss from operations		(11,683	)		-4.8	%		(15,174	)		-7.0	%		3,491			-23.0	%
Other income, net		4,570			1.9	%		6,086			2.8	%		(1,516	)		-24.9	%

Loss before income taxes		(7,113	)		-2.9	%		(9,088	)		-4.2	%		1,975			-21.7	%
Benefit for income taxes		(4,155	)		-1.7	%		(4,986	)		-2.3	%		831			-16.7	%

Net loss		(2,958	)		-1.2	%		(4,102	)		-1.9	%		1,144			-27.9	%
Less: net income attributable to noncontrolling interests		(7,353	)		-3.0	%		(6,980	)		-3.2	%		(373	)		5.3	%

Net loss attributable to USMD Holdings, Inc.	$	(10,311	)		-4.2	%	$	(11,082	)		-5.1	%	$	771			-7.0	%


2016	$	328
2017		447
2018		461
2019		475
2020		489
Thereafter		2,816

Total	$	5,016


Exhibit No.		Description

~~10.1~~		Amended and Restated Guaranty Agreement dated September 18, 2015 by and among MAT-RX Development, L.L.C. as Guarantor and Southwest Bank as lender and administrative agent (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed on September 24, 2015).

~~10.2~~		Amendment No. 10 to Credit Agreement dated September 18, 2015 by and among Registrant, certain other borrowers, and Southwest Bank as lender and administrative agent (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed on September 24, 2015).

10.3*		~~Amendment No. 11 to Credit Agreement dated November 13, 2015 by and among Registrant, certain other borrowers, and Southwest Bank as lender and administrative agent.~~

31.1*		Certification of John House, M.D., Chairman and Chief Executive Officer, pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Jim Berend, Chief Financial Officer, pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of John House, M.D., Chief Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Jim Berend, Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Schema Document

101.CAL*		XBRL Calculation Linkbase Document

101.DEF*		XBRL Definition Linkbase Document

101.LAB*		XBRL Label Linkbase Document

101.PRE*		XBRL Presentation Linkbase Document

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