Agiliti Health (UHOS) 10-Q 8 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 08, 2017
Document and Entity Information
Entity Registrant Name	UNIVERSAL HOSPITAL SERVICES INC
Entity Central Index Key	886,171
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,000
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Accounts receivable, less allowance for doubtful accounts of $1,515 at March 31, 2017 and $1,530 at December 31, 2016	$ 83,893	$ 84,264
Inventories	10,591	11,085
Other current assets	7,037	11,098
Total current assets	101,521	106,447
Property and equipment:
Medical equipment	616,404	618,052
Property and office equipment	96,621	94,846
Accumulated depreciation	(514,751)	(504,249)
Total property and equipment, net	198,274	208,649
Other long-term assets:
Goodwill	343,980	343,766
Other intangibles, net	154,366	157,371
Other	2,173	1,890
Total assets	800,314	818,123
Current liabilities:
Current portion of long-term debt	5,281	5,454
Book overdrafts	4,635	10,700
Accounts payable	23,563	38,819
Accrued compensation	11,886	19,906
Accrued interest	6,436	18,696
Other accrued expenses	14,741	16,676
Total current liabilities	66,542	110,251
Long-term debt, less current portion	728,835	701,863
Pension and other long-term liabilities	12,107	12,277
Deferred income taxes, net	53,323	53,217
Commitments and contingencies (Note 8)
Deficit
Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding at March 31, 2017 and December 31, 2016
Additional paid-in capital	245,766	244,986
Accumulated deficit	(298,789)	(296,826)
Accumulated other comprehensive loss	(7,647)	(7,826)
Total Universal Hospital Services, Inc. deficit	(60,670)	(59,666)
Noncontrolling interest	177	181
Total deficit	(60,493)	(59,485)	$ (52,968)	$ (49,158)
Total liabilities and deficit	$ 800,314	$ 818,123

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 1,515	$ 1,530
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	1,000	1,000
Common stock, shares outstanding	1,000	1,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
Medical equipment solutions	$ 78,660	$ 80,230
Clinical engineering solutions	34,662	25,578
Surgical services	17,330	16,318
Total revenues	130,652	122,126
Cost of Revenue
Cost of medical equipment solutions	33,797	38,282
Cost of clinical engineering solutions	26,506	20,024
Cost of surgical services	9,456	8,766
Medical equipment depreciation	15,126	15,169
Total costs of revenues	84,885	82,241
Gross margin	45,767	39,885
Selling, general and administrative	34,141	31,298
Operating income	11,626	8,587
Interest expense	13,294	13,068
Loss before income taxes and noncontrolling interest	(1,668)	(4,481)
Provision for income taxes	222	159
Consolidated net loss	(1,890)	(4,640)
Net income attributable to noncontrolling interest	73	60
Net loss attributable to Universal Hospital Services, Inc.	$ (1,963)	$ (4,700)

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Consolidated Statements of Comprehensive Loss
Consolidated net loss	$ (1,890)	$ (4,640)
Other comprehensive income:
Gain on minimum pension liability, net of tax of $0	179	186
Total other comprehensive income	179	186
Comprehensive loss	(1,711)	(4,454)
Comprehensive income attributable to noncontrolling interest	73	60
Comprehensive loss attributable to Universal Hospital Services, Inc.	$ (1,784)	$ (4,514)

Consolidated Statements of Com6

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Consolidated Statements of Comprehensive Loss
Gain on minimum pension liability, tax	$ 0	$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Consolidated net loss	$ (1,890)	$ (4,640)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	17,894	17,922
Amortization of intangibles, deferred financing costs and bond premium	3,107	3,062
Provision for doubtful accounts	220	92
Provision for inventory obsolescence	22	144
Non-cash share-based compensation expense	758	757
Gain on sales and disposals of equipment	(747)	(1,255)
Deferred income taxes	106	60
Interest on note receivable	(4)
Changes in operating assets and liabilities:
Accounts receivable	151	(3,801)
Inventories	472	46
Other operating assets	(123)	(598)
Accounts payable	(3,064)	(30)
Other operating liabilities	(22,206)	(24,509)
Net cash used in operating activities	(5,304)	(12,750)
Cash flows from investing activities:
Medical equipment purchases	(17,476)	(14,209)
Property and office equipment purchases	(1,063)	(1,057)
Proceeds from disposition of property and equipment	1,402	5,328
Acquisition and refund of escrow	3,691
Net cash used in investing activities	(13,446)	(9,938)
Cash flows from financing activities:
Proceeds under senior secured credit facility	70,029	60,200
Payments under senior secured credit facility	(43,492)	(34,200)
Payments of principal under capital lease obligations	(1,667)	(1,512)
Payment of deferred financing costs		(97)
Holdback payment related to acquisition		(500)
Distributions to noncontrolling interests	(77)	(120)
Dividend and equity distribution payments		(24)
Proceed from exercise of parent company stock options	22	7
Change in book overdrafts	(6,065)	(1,066)
Net cash provided by financing activities	18,750	22,688
Supplemental cash flow information:
Interest paid	25,435	25,229
Income taxes paid	14	69
Non-cash activities:
Medical equipment purchases included in accounts payable (at end of period)	3,299	8,373
Capital lease additions	$ 1,827	$ 1,154

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Basis of Presentation
Basis of Presentation	1. Basis of Presentation The interim consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared by Universal Hospital Services, Inc. (“we”, “our”, “us”, the “Company”, or “UHS”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2016 Annual Report on Form 10-K filed with the SEC. The interim consolidated financial statements presented herein as of March 31, 2017, reflect, in the opinion of management, all adjustments necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. These adjustments are all of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. We are required to make estimates and assumptions about future events in preparing consolidated financial statements in conformity with GAAP. These estimates and assumptions affect the amounts of assets, liabilities, revenues and expenses at the date of the unaudited consolidated financial statements. While we believe that our past estimates and assumptions have been materially accurate, our current estimates are subject to change if different assumptions as to the outcome of future events are made. We evaluate our estimates and judgments on an ongoing basis and predicate those estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. We make adjustments to our assumptions and judgments when facts and circumstances dictate. Since future events and their effects cannot be determined with absolute certainty, actual results may differ from the estimates used in preparing the accompanying unaudited consolidated financial statements. A description of our significant accounting policies is included in our 2016 Annual Report on Form 10-K. There have been no material changes to these policies for the quarter ended March 31, 2017. Principles of Consolidation The consolidated financial statements include the accounts of UHS and its 100%-owned subsidiaries, UHS Surgical Services, Inc. (“Surgical Services”) and Radiographic Equipment Services, Inc. (“RES”). In addition, in accordance with guidance issued by the Financial Accounting Standards Board (“FASB”), we have accounted for our equity investments in entities in which we are the primary beneficiary under the full consolidation method. All significant intercompany transactions and balances have been eliminated through consolidation. As the primary beneficiary, we consolidate the limited liability companies (“LLCs”) referred to in Note 10, Limited Liability Companies, as we effectively receive the majority of the benefits from such entities and we provide equipment lease guarantees for such entities.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2017
Recent Accounting Pronouncements
Recent Accounting Pronouncements	2. Recent Accounting Pronouncements Standards Adopted In July 2015, the FASB issued ASU No. 2015-11 Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 changes the measurement principle for inventory from lower of cost or market to lower of cost and net realizable value for entities that do not measure inventory using the last in, first out or retail inventory method. The ASU also eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09 Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 was issued as part of the FASB’s simplification initiative and intends to improve the accounting for share-based payment transactions. The areas for simplification in this ASU involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted in any interim or annual period provided that the entire ASU is adopted. If an entity early adopts the ASU in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of this standard did not have a material impact on our consolidated financial statements. Standards Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in the GAAP when it becomes effective. The new standard is effective beginning after December 15, 2016 and interim periods within those years. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. On July 9, 2015, the FASB approved a one-year deferral of the effective date for ASU 2014-09, but would permit companies to adopt the standard as of the original effective date. We expect to adopt this guidance on January 1, 2018 and have selected a retrospective transition method. We are currently assessing our contracts with customers and related financial disclosures to evaluate the impact of the amended guidance on our existing revenue recognition policies and procedures. We expect to complete our assessment by the third quarter of 2017. In February 2016, the FASB issued ASU No. 2016-02 on Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liability on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01 Business Combination (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard will eliminate the Step 2 goodwill impairment test and require us to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. In March 2017, the FASB issued ASU No. 2017-07 Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-01”). ASU 2017-07 requires that a company to present service cost separately from the other components of the net benefit cost. This ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements
Fair Value Measurements	3. Fair Value Measurements Fair Value of Other Financial Instruments The Company considers that the carrying amount of financial instruments, including accounts receivable, accounts payable, accrued liabilities and senior secured credit facility, approximates fair value due to their short maturities. The fair value of our outstanding Original Notes and Add-on Notes (each as defined in Note 7, Long-Term Debt) as of March 31, 2017 and December 31, 2016, based on the quoted market price for the same or similar issues of debt, which represents a Level 2 fair value measurement, is approximately: March 31, 2017 December 31, 2016 Carrying Fair Carrying Fair (in thousands) Value Value Value Value Original notes - 7.625% (1) $ 420,835 $ 425,000 $ 420,523 $ 420,750 Add-on notes - 7.625% (2) 225,404 220,000 225,743 217,800 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $4.2 and $4.5 million as of March 31, 2017 and December 31, 2016, respectively. (2) The carrying value of the Add-on notes - 7.625% is net of unamortized deferred financing costs of $1.7 and $1.9 million as of March 31, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $7.1 and $7.6 million as of March 31, 2017 and December 31, 2016, respectively.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	Mar. 31, 2017
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	4. Goodwill and Other Intangible Assets Our goodwill as of March 31, 2017 and December 31, 2016, by reporting segment, consists of the following: Medical Clinical Equipment Engineering Surgical (in thousands) Solutions Solutions Services Total Balance at December 31, 2016 $ 227,486 $ 62,826 $ 53,454 $ 343,766 Acquisition — 214 — 214 Balance at March 31, 2017 $ 227,486 $ 63,040 $ 53,454 $ 343,980 Our other intangible assets as of March 31, 2017 and December 31, 2016 consist of the following: March 31, 2017 December 31, 2016 Accumulated Accumulated (in thousands) Cost Amortization Impairment Net Cost Amortization Impairment Net Finite-life intangibles Customer relationship $ 122,109 $ (99,828) $ — $ 22,281 $ 122,109 $ (97,704) $ — $ 24,405 Supply agreement 26,000 (26,000) — — 26,000 (25,274) — 726 Non-compete agreements 1,758 (932) — 826 1,758 (856) — 902 Trade names 238 (79) — 159 238 — — 238 Total finite-life intangibles 150,105 (126,839) — 23,266 150,105 (123,834) — 26,271 Indefinite-life intangibles Trade names 166,000 — (34,900) 131,100 166,000 — (34,900) 131,100 Total intangible assets $ 316,105 $ (126,839) $ (34,900) $ 154,366 $ 316,105 $ (123,834) $ (34,900) $ 157,371 Total amortization expense related to intangible assets were $3.0 and $2.9 million for the three months ended March 31, 2017 and 2016, respectively. The estimated future amortization expense for identifiable intangible assets during the remainder of 2017 and the next five years is as follows: (in thousands) Remainder of 2017 $ 6,268 2018 7,154 2019 4,565 2020 2,325 2021 1,665 2022 973

Deficit

Deficit	3 Months Ended
	Mar. 31, 2017
Deficit
Deficit	5. Deficit The following tables represent changes in deficit that are attributable to our shareholders and noncontrolling interests for the three month periods ended March 31, 2017 and 2016. Accumulated Additional Other Paid-in Accumulated Comprehensive Noncontrolling Total (in thousands) Capital Deficit Loss Interests Deficit Balance at December 31, 2016 $ 244,986 $ (296,826) $ (7,826) $ 181 $ (59,485) Net (loss) income — (1,963) — 73 (1,890) Other comprehensive income — — 179 — 179 Share-based compensation 758 — — — 758 Stock options exercised 22 — — — 22 Cash distributions to noncontrolling interests — — — (77) (77) Balance at March 31, 2017 $ 245,766 $ (298,789) $ (7,647) $ 177 $ (60,493) Accumulated Additional Other Paid-in Accumulated Comprehensive Noncontrolling Total (in thousands) Capital Deficit Loss Interests Deficit Balance at December 31, 2015 $ 241,833 $ (283,066) $ (8,165) $ 240 $ (49,158) Net (loss) income — (4,700) — 60 (4,640) Other comprehensive income — — 186 — 186 Share-based compensation 757 — — — 757 Stock options exercised 7 — — — 7 Cash distributions to noncontrolling interests — — — (120) (120) Balance at March 31, 2016 $ 242,597 $ (287,766) $ (7,979) $ 180 $ (52,968)

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2017
Share-Based Compensation
Share-Based Compensation	6. Share-Based Compensation During the three months ended March 31, 2017, activity under the 2007 Stock Option Plan (the “2007 Stock Option Plan”), of UHS Holdco, Inc., our parent company (“Parent”), was as follows: Weighted average Weighted Aggregate remaining Number of average intrinsic contractual (in thousands, except exercise price and years) options exercise price value term (years) Outstanding at December 31, 2016 36,973 $ 0.77 $ 9,315 7.8 Granted 565 1.19 Exercised (31) 0.71 $ 15 Forfeited or expired (46) 0.71 Outstanding at March 31, 2017 37,461 $ 0.77 $ 15,564 7.6 Exercisable at March 31, 2017 14,879 $ 0.74 $ 6,759 7.6 Remaining authorized options available for issue 6,072 The exercise price of the stock option award is equal to the market value of Parent’s common stock on the grant date as determined reasonably and in good faith by Parent’s Board of Directors and compensation committee and based on an analysis of a variety of factors including peer group multiples, merger and acquisition multiples, and discounted cash flow analyses. The intrinsic value of a stock award is the amount by which the market value of the underlying stock exceeds the exercise price of the award. We determine the fair value of stock options using the Black-Scholes option pricing model. The estimated fair value of options, including the effect of estimated forfeitures, is recognized as an expense on a straight-line basis over the options’ expected vesting periods. The following assumptions were used in determining the fair value of stock options granted during the three months ended March 31, 2017 and 2016 under the Black-Scholes model. Three Months Ended March 31, 2017 2016 Risk-free interest rate 1.51 % 1.50 % Expected volatility 28.9 % 31.0 % Dividend yield N/A N/A Expected option life (years) 4.23 6.00 Black-Scholes Value of options $ 0.30 $ 0.33 Expected volatility is based on an independent valuation of the stock of companies within our peer group. Given the lack of a true comparable company, the peer group consists of selected public health care companies representing our suppliers, customers and competitors within certain product lines. The risk free-interest rate is based on the U.S. Treasury yield curve in effect at the grant date based on the expected option life. The expected option life is estimated based on foreseeable trends. At March 31, 2017, unearned non-cash share-based compensation that we expect to recognize as expense over a weighted average period of 2.1 years totals approximately $5.2 million, net of our estimated forfeiture rate of 2.0%. The expense could be accelerated upon the sale of Parent or the Company. In April 2015, Parent granted the Company’s Chief Executive Officer 7.0 million restricted stock units which vest over four years. Total compensation expense related to this grant was $0.3 million and $0.3 million for the three months ended March 31, 2017 and 2016, respectively. Although Parent grants stock options and restricted stock units, the Company recognizes compensation cost, primarily in Selling, General and Administrative expense, related to these options and units since the services are performed for its benefit.

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2017
Long-Term Debt
Long-Term Debt	7. Long-Term Debt Long-term debt consists of the following: March 31, December 31, (in thousands) 2017 2016 Original notes - 7.625% (1) $ 420,835 $ 420,523 Add-on notes - 7.625% (2) 225,404 225,743 Senior secured credit facility (3) 70,584 43,917 Capital lease obligations 17,293 17,134 734,116 707,317 Less: Current portion of long-term debt (5,281) (5,454) Total long-term debt $ 728,835 $ 701,863 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $4.2 and $4.5 million as of March 31, 2017 and December 31, 2016, respectively. (2) The carrying value of the Add-on notes - 7.625% is net of unamortized deferred financing costs of $1.7 and $1.9 million as of March 31, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $7.1 and $7.6 million as of March 31, 2017 and December 31, 2016, respectively. (3) The carrying value of the Senior secured credit facility is net of unamortized deferred financing costs of $1.6 and $1.8 million as of March 31, 2017 and December 31, 2016, respectively. Original Notes and Add-on Notes — 7.625%. On August 7, 2012, we issued $425.0 million in aggregate principal amount of 7.625% Second Lien Senior Secured Notes due 2020 (the “Original Notes”) under an indenture dated as of August 7, 2012 (the “2012 Indenture”). On February 12, 2013, we issued $220.0 million in aggregate principal amount of 7.625% Second Lien Senior Secured Notes due 2020 (the “Add-on Notes”, and along with the Original Notes, the “2012 Notes”) as “additional notes” pursuant to the 2012 Indenture. The 2012 Notes mature on August 15, 2020. The 2012 Indenture provides that the 2012 Notes are our second lien senior secured obligations and are fully and unconditionally guaranteed on a second lien senior secured basis by our existing and certain of our future 100%-owned domestic subsidiaries. Interest on the 2012 Notes is payable, entirely in cash, semiannually, in arrears, on February 15 and August 15 of each year, beginning on February 15, 2013. We may redeem some or all of the 2012 Notes at the redemption prices set forth in the 2012 Indenture. If we sell certain assets or undergo certain kinds of changes of control, we must offer to repurchase the 2012 Notes. Our 2012 Notes are subject to certain debt covenants which are described below under the heading “2012 Indenture”. Senior Secured Credit Facility. On November 24, 2015, we entered into a Third Amended and Restated Credit Agreement with Bank of America, N.A., as agent for the lenders, and the lenders party thereto (the “Third Amended Credit Agreement”), which amended our then-existing senior secured credit facility originally dated as of May 31, 2007 and amended and restated as of May 6, 2010 and as of July 31, 2012. We refer to the third amended and restated senior secured credit facility as the “senior secured credit facility.” The senior secured credit facility is a first lien senior secured asset based revolving credit facility that is available for working capital and general corporate purposes, including permitted investments, capital expenditures and debt repayments, on a fully revolving basis, subject to the terms and conditions set forth in the credit documents in the form of revolving loans, swing line loans and letters of credit. The Third Amended Credit Agreement extended the maturity date of the revolving loans to the earliest of (i) November 24, 2020 and (ii) 90 days prior to the maturity of the 2012 Notes, and reduced (i) the interest rate applicable to borrowings under the Third Amended Credit Agreement to a per annum rate, determined based on our usage of the credit facility as provided in the Third Amended Credit Agreement, ranging from 1.50% to 2.00% above the adjusted LIBOR rate used by the agent or, at our option, 0.50% to 1.00% above the Base Rate as defined in the Third Amended Credit Agreement and (ii) the unused line fee rate to 0.25%. Our obligations under the Third Amended Credit Agreement are secured by a first priority security interest in substantially all of the assets of the Company, Parent and Surgical Services, excluding a pledge of the Company’s and its subsidiaries’ stock, any joint ventures and certain other exceptions. Our obligations under the Third Amended Credit Agreement are unconditionally guaranteed by Parent, Surgical Services and RES. Our senior secured credit facility provides the aggregate amount we may borrow under revolving loans up to $235.0 million, subject to our borrowing base. As of March 31, 2017, we had $90.0 million of availability under the senior secured credit facility based on a borrowing base of $166.7 million less borrowings of $72.2 million and after giving effect to $4.5 million used for letters of credit. The senior secured credit facility requires our compliance with various affirmative and negative covenants. Pursuant to the affirmative covenants, we and Parent agreed to, among other things, deliver financial and other information to the administrative agent, provide notice of certain events (including events of default), pay our obligations, maintain our properties, maintain the security interest in the collateral for the benefit of the administrative agent and the lenders and maintain insurance. Among other restrictions, and subject to certain definitions and exceptions, the senior secured credit facility restricts our ability to: · incur indebtedness; · create or permit liens; · declare or pay dividends and certain other restricted payments; · consolidate, merge or recapitalize; · acquire or sell assets; · make certain investments, loans or other advances; · enter into transactions with affiliates; · change our line of business; and · enter into hedging transactions. The senior secured credit facility also contains a financial covenant that is triggered if our available borrowing capacity is less than $20.0 million for a certain period, which consists of a minimum ratio of trailing four-quarter Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) to cash interest expense, as such terms are defined in the senior secured credit facility. The senior secured credit facility specifies certain events of default, including, among others, failure to pay principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, bankruptcy events, certain ERISA-related events, cross-defaults to other material agreements, change of control events and invalidity of guarantees or security documents. Some events of default will be triggered only after certain cure periods have expired, or will provide for materiality thresholds. If such a default occurs, the lenders under the senior secured credit facility would be entitled to take various actions, including all actions permitted to be taken by a secured creditor and the acceleration of amounts due under the senior secured credit facility. At March 31, 2017, we had $72.2 million of borrowings outstanding of which $13.0 million was accruing interest at a rate of 2.7322%, $40.0 million was accruing interest at a rate of 2.6622%, $16.0 million was accruing interest at a rate of 2.6928% and $3.2 million was accruing interest at a rate of 4.75%. We were in compliance with all financial debt covenants for all periods presented. 2012 Indenture. Our 2012 Notes are guaranteed, jointly and severally, on a second priority senior secured basis, by Surgical Services, and are also similarly guaranteed by certain of our future 100%-owned domestic subsidiaries. The 2012 Notes are our second priority senior secured obligations and rank (i) equal in right of payment with all of our existing and future unsubordinated indebtedness, and effectively senior to any such unsecured indebtedness to the extent of the value of collateral; (ii) senior in right of payment to all of our and our guarantors’ existing and future subordinated indebtedness; (iii) effectively junior to our senior secured credit facility; and (iv) structurally subordinated to any indebtedness and other liabilities (including trade payables) of any of our future subsidiaries that are not guarantors. The 2012 Indenture governing the 2012 Notes contains covenants that limit our and our guarantors’ ability, subject to certain definitions and exceptions, and certain of our future subsidiaries’ ability to: · incur additional indebtedness; · pay cash dividends or distributions on our capital stock or repurchase our capital stock or subordinated debt; · issue redeemable stock or preferred stock; · issue stock of subsidiaries; · make certain investments; · transfer or sell assets; · create liens on our assets to secure debt; · enter into transactions with affiliates; and · merge or consolidate with another company. The 2012 Indenture specifies certain events of default, including among others, failure to pay principal, interest or premium, violation of covenants and agreements, cross-defaults to other material agreements, bankruptcy events, invalidity of guarantees, and a default in the performance by us of the security documents relating to the 2012 Indenture. Some events of default will be triggered only after certain grace or cure periods have expired, or provide for materiality thresholds. In the event certain bankruptcy-related defaults occur, the 2012 Notes will become due and payable immediately. If any other default occurs, the Trustee (and in some cases the noteholders) would be entitled to take various actions, including acceleration of amounts due under the 2012 Indenture. We were in compliance with all financial debt covenants for all periods presented.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies.
Commitments and Contingencies	8. Commitments and Contingencies The Company, in the ordinary course of business, could be subject to liability claims related to employees and the equipment that it rents and services. Asserted claims are subject to many uncertainties and the outcome of individual matters is not predictable. Certain claims where the loss is probable, a provision is recorded based on the Company’s best estimate. While the ultimate resolution of these actions may have an impact on the Company’s financial results for a particular reporting period, management believes that any such resolution would not have a material adverse effect on the financial position, results of operations or cash flows of the Company and the chance of a negative outcome on outstanding litigation is considered remote. On January 13, 2015, the Company filed suit in the Western District of Texas against Hill-Rom Holdings, Inc., Hill-Rom Company, Inc. and Hill-Rom Services, Inc. (the “Defendants”) alleging that the Defendants violated federal and state antitrust laws by willfully and unlawfully engaging in a pattern of exclusionary and predatory conduct in order to foreclose market competition and seeking actual damages, trebled damages and punitive damages. On March 4, 2015, the Defendants filed a motion to transfer the case to another venue. On March 23, 2015, the Defendants filed a motion to dismiss the case. On July 2, 2015, the Court denied the Defendants’ motion to transfer. On October 15, 2015, the Court denied the Defendants motion to dismiss. The litigation is currently in the discovery phase.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions
Related Party Transactions	9. Related Party Transactions Management Agreement On May 31, 2007, we and affiliates of Irving Place Capital (together with its affiliates, “IPC”) entered into a professional services agreement pursuant to which IPC provides general advisory and management services to us with respect to financial and operating matters. IPC is a principal owner of Parent, and each of Robert Juneja and Bret Bowerman are members of our board of directors and are associated with IPC. The professional services agreement requires us to pay an annual fee for ongoing advisory and management services equal to the greater of $0.5 million or 0.75% of our Adjusted EBITDA (as defined in the professional services agreement) for the immediately preceding fiscal year, payable in quarterly installments. The professional services agreement provides that IPC will be reimbursed for its reasonable out-of-pocket expenses in connection with certain activities undertaken pursuant to the professional services agreement and will be indemnified for liabilities incurred in connection with its role under the professional services agreement, other than for liabilities resulting from its gross negligence or willful misconduct. The term of the professional services agreement commenced on May 31, 2007 and will remain in effect unless and until either party notifies the other of its desire to terminate, we are sold to a third-party purchaser or we consummate a qualified initial public offering, as defined in the professional services agreement. Total professional services fees incurred to IPC were $0.2 and $0.2 million for the three month periods ended March 31, 2017 and 2016, respectively. In connection with the Restricted Stock Unit Award Agreement, dated as of April 13, 2015, between an officer and the Company, we entered into a promissory note agreement with the officer dated April 13, 2016 for a total amount of $1.0 million which is included in other long-term assets in the Consolidated Balance Sheets. This note receivable bears annual interest at 1.45%. The principal and accrued interest of this note is due on the earliest of (i) the seventh anniversary of the date of this loan, (ii) any event with respect to borrower, which, in any such case of the loan were to remain outstanding on and after such date, would result in violation of Section 402 of the Sarbanes-Oxley Act of 2002, (iii) and certain events of default or (iv) a change in control. Interest income for this note was $0.004 million for the three month period ended March 31, 2017.

Limited Liability Companies

Limited Liability Companies	3 Months Ended
	Mar. 31, 2017
Limited Liability Companies.
Limited Liability Companies	10. Limited Liability Companies We participate with others in the formation of LLCs in which Surgical Services becomes a partner and shares the financial interest with the other investors. Surgical Services is the primary beneficiary of these LLCs. These LLCs acquire certain medical equipment for use in their respective business activities, which generally focus on surgical procedures. The LLCs will acquire medical equipment for rental purposes under equipment financing leases. At March 31, 2017, the LLCs had approximately $0.8 million of total assets. The third party investors in each respective LLC generally provide the lease financing company with individual proportionate lease guarantees based on their respective ownership percentages in the LLCs. In addition, Surgical Services will provide such financing companies with its corporate guarantee based on its respective ownership interest in each LLC. In certain instances, Surgical Services has provided such financing companies with an overall corporate guarantee in connection with equipment financing transactions. In such instances, the individual investors in each respective LLC will generally indemnify us against losses, if any, incurred in connection with its corporate guarantee. Additionally, we provide operational and administrative support to the LLCs in which it is a partner. As of March 31, 2017, we held interests in four active LLCs. In accordance with guidance issued by the FASB, we account for equity investments in LLCs (in which we are the primary beneficiary) under the full consolidation method whereby transactions between Surgical Services and the LLCs have been eliminated through consolidation.

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2017
Business Segments
Business Segments	11. Segment Information Our reporting segments consist of Medical Equipment Solutions (“MES”), Clinical Engineering Solutions (“CES”) and Surgical Services (“SS”). Certain operating information for our segments as well as a reconciliation of total Company gross margin to loss before income taxes and noncontrolling interest was as follows: Medical Equipment Solutions (in thousands) Three Months Ended March 31, 2017 2016 Revenues $ 78,660 $ 80,230 Cost of revenue 33,797 38,282 Medical equipment depreciation 13,543 13,752 Gross margin $ 31,320 $ 28,196 Clinical Engineering Solutions (in thousands) Three Months Ended March 31, 2017 2016 Revenues $ 34,662 $ 25,578 Cost of revenue 26,506 20,024 Gross margin $ 8,156 $ 5,554 Surgical Services (in thousands) Three Months Ended March 31, 2017 2016 Revenues $ 17,330 $ 16,318 Cost of revenue 9,456 8,766 Medical equipment depreciation 1,583 1,417 Gross margin $ 6,291 $ 6,135 Total Gross Margin and Reconciliation to Loss Before Income Taxes and Noncontrolling Interest (in thousands) Three Months Ended March 31, 2017 2016 Total gross margin $ 45,767 $ 39,885 Selling, general and administrative 34,141 31,298 Interest expense 13,294 13,068 Loss before income taxes and noncontrolling interest $ (1,668) $ (4,481) Total Assets by Reporting Segment (in thousands) March 31, December 31, 2017 2016 Medical Equipment Solutions $ 568,481 $ 584,597 Clinical Engineering Solutions 130,662 131,537 Surgical Services 101,171 101,989 Total Company Assets $ 800,314 $ 818,123 The following table provides additional detail on percentage of revenue for each group of similar products sold or services provided in the MES, CES and SS segments: Three Months Ended March 31, 2017 2016 MES Equipment usage solutions % % Equipment/disposable sales CES Service solutions SS Equipment usage solutions Equipment/disposable sales Total revenues % %

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Taxes
Income Taxes	12. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We evaluate the recoverability of our deferred tax assets by scheduling the expected reversals of deferred tax assets and liabilities in order to determine whether net operating loss carry forwards are recoverable prior to expiration and have established a valuation allowance in accordance with ASC Topic 740, “Income Taxes” . The tax expense for the three months ended March 31, 2017 and 2016 primarily relates to state minimum fees and indefinite-life intangibles. The expected tax benefit from operating loss during the three months ended March 31, 2017 was offset by the recording of additional valuation allowance. In future reporting periods, we will continue to assess the likelihood that deferred tax assets will be realizable. At March 31, 2017, the Company had available unused federal net operating loss carryforwards of approximately $211.6 million. The net operating loss carryforwards will expire at various dates from 2018 through 2037.

Consolidating Financial Stateme

Consolidating Financial Statements	3 Months Ended
	Mar. 31, 2017
Consolidating Financial Statements
Consolidating Financial Statements	13. Consolidating Financial Statements In accordance with the provisions of the 2012 Indenture, as 100%-owned subsidiaries of UHS, Surgical Services and RES have jointly and severally guaranteed all the Company’s Obligations (as defined in the 2012 Indenture) on a full and unconditional basis. Consolidating financial information of UHS and the guarantors is presented on the following pages. Universal Hospital Services, Inc. Consolidating Balance Sheets (in thousands, except share and per share information) (unaudited) March 31, 2017 Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Assets Current assets: Accounts receivable, less allowance for doubtful accounts $ 72,738 $ 11,155 $ — $ 83,893 Due from affiliates 30,922 — (30,922) — Inventories 4,762 5,829 — 10,591 Other current assets 6,479 558 — 7,037 Total current assets 114,901 17,542 (30,922) 101,521 Property and equipment: Medical equipment 559,632 56,772 — 616,404 Property and office equipment 85,563 11,058 — 96,621 Accumulated depreciation (471,232) (43,519) — (514,751) Total property and equipment, net 173,963 24,311 — 198,274 Other long-term assets: Goodwill 283,141 60,839 — 343,980 Investment in subsidiary 73,179 — (73,179) — Other intangibles, net 139,179 15,187 — 154,366 Other 1,350 823 — 2,173 Total assets $ 785,713 $ 118,702 $ (104,101) $ 800,314 Liabilities and (Deficit) Equity Current liabilities: Current portion of long-term debt $ 3,849 $ 1,432 $ — $ 5,281 Book overdrafts 4,406 229 — 4,635 Due to affiliates — 30,922 (30,922) — Accounts payable 19,802 3,761 — 23,563 Accrued compensation 10,000 1,886 — 11,886 Accrued interest 6,436 — — 6,436 Other accrued expenses 13,805 936 — 14,741 Total current liabilities 58,298 39,166 (30,922) 66,542 Long-term debt, less current portion 725,399 3,436 — 728,835 Pension and other long-term liabilities 12,107 — — 12,107 Deferred income taxes, net 50,564 2,759 — 53,323 Commitments and contingencies (Deficit) Equity Common stock — — — — Additional paid-in capital 245,781 76,013 (76,028) 245,766 Accumulated deficit (295,940) (2,849) — (298,789) Accumulated loss in subsidiary (2,849) — 2,849 — Accumulated other comprehensive loss (7,647) — — (7,647) Total Universal Hospital Services, Inc. (deficit) equity (60,655) 73,164 (73,179) (60,670) Noncontrolling interest — 177 — 177 Total (deficit) equity (60,655) 73,341 (73,179) (60,493) Total liabilities and (deficit) equity $ 785,713 $ 118,702 $ (104,101) $ 800,314 Universal Hospital Services, Inc. Consolidating Balance Sheets (in thousands, except share and per share information) (unaudited) December 31, 2016 Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Assets Current assets: Accounts receivable, less allowance for doubtful accounts $ 71,802 $ 12,462 $ — $ 84,264 Due from affiliates 28,523 — (28,523) — Inventories 4,754 6,331 — 11,085 Other current assets 10,501 597 — 11,098 Total current assets 115,580 19,390 (28,523) 106,447 Property and equipment: Medical equipment 562,422 55,630 — 618,052 Property and office equipment 83,716 11,130 — 94,846 Accumulated depreciation (462,167) (42,082) — (504,249) Total property and equipment, net 183,971 24,678 — 208,649 Other long-term assets: Goodwill 283,141 60,625 — 343,766 Investment in subsidiary 72,624 — (72,624) — Other intangibles, net 140,944 16,427 — 157,371 Other 1,397 493 — 1,890 Total assets $ 797,657 $ 121,613 $ (101,147) $ 818,123 Liabilities and (Deficit) Equity Current liabilities: Current portion of long-term debt $ 3,990 $ 1,464 $ — $ 5,454 Book overdrafts 9,834 866 — 10,700 Due to affiliates — 28,523 (28,523) — Accounts payable 31,586 7,233 — 38,819 Accrued compensation 17,196 2,710 — 19,906 Accrued interest 18,696 — — 18,696 Other accrued expenses 15,426 1,250 — 16,676 Total current liabilities 96,728 42,046 (28,523) 110,251 Long-term debt, less current portion 698,050 3,813 — 701,863 Pension and other long-term liabilities 12,274 3 — 12,277 Deferred income taxes, net 50,256 2,961 — 53,217 Commitments and contingencies (Deficit) Equity Common stock — — — — Additional paid-in capital 245,001 75,799 (75,814) 244,986 Accumulated deficit (293,636) (3,190) — (296,826) Accumulated loss in subsidiary (3,190) — 3,190 — Accumulated other comprehensive loss (7,826) — — (7,826) Total Universal Hospital Services, Inc. (deficit) equity (59,651) 72,609 (72,624) (59,666) Noncontrolling interest — 181 — 181 Total (deficit) equity (59,651) 72,790 (72,624) (59,485) Total liabilities and (deficit) equity $ 797,657 $ 121,613 $ (101,147) $ 818,123 Universal Hospital Services, Inc. Consolidating Statements of Operations (in thousands) (unaudited) Three Months Ended March 31, 2017 Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 78,660 $ — $ — $ 78,660 Clinical engineering solutions 29,289 5,373 — 34,662 Surgical services — 17,330 — 17,330 Total revenues 107,949 22,703 — 130,652 Cost of Revenue Cost of medical equipment solutions 33,797 — — 33,797 Cost of clinical engineering solutions 22,575 3,931 — 26,506 Cost of surgical services — 9,456 — 9,456 Medical equipment depreciation 13,543 1,583 — 15,126 Total costs of revenues 69,915 14,970 — 84,885 Gross margin 38,034 7,733 — 45,767 Selling, general and administrative 27,722 6,419 — 34,141 Operating income 10,312 1,314 — 11,626 Equity in earnings of subsidiary (414) — 414 — Interest expense 12,749 545 — 13,294 (Loss) income before income taxes and noncontrolling interest (2,023) 769 (414) (1,668) (Benefit) provision for income taxes (133) 355 — 222 Consolidated net (loss) income (1,890) 414 (414) (1,890) Net income attributable to noncontrolling interest — 73 — 73 Net (loss) income attributable to Universal Hospital Services, Inc. $ (1,890) $ 341 $ (414) $ (1,963) Universal Hospital Services, Inc. Consolidating Statements of Operations (in thousands) (unaudited) Three Months Ended March 31, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 80,230 $ — $ — $ 80,230 Clinical engineering solutions 25,578 — — 25,578 Surgical services — 16,318 — 16,318 Total revenues 105,808 16,318 — 122,126 Cost of Revenue Cost of medical equipment solutions 38,282 — — 38,282 Cost of clinical engineering solutions 20,024 — — 20,024 Cost of surgical services — 8,766 — 8,766 Medical equipment depreciation 13,752 1,417 — 15,169 Total costs of revenues 72,058 10,183 — 82,241 Gross margin 33,750 6,135 — 39,885 Selling, general and administrative 26,336 4,962 — 31,298 Operating income 7,414 1,173 — 8,587 Equity in earnings of subsidiary (367) — 367 — Interest expense 12,525 543 — 13,068 (Loss) income before income taxes and noncontrolling interest (4,744) 630 (367) (4,481) (Benefit) provision for income taxes (104) 263 — 159 Consolidated net (loss) income (4,640) 367 (367) (4,640) Net income attributable to noncontrolling interest — 60 — 60 Net (loss) income attributable to Universal Hospital Services, Inc. $ (4,640) $ 307 $ (367) $ (4,700) Universal Hospital Services, Inc. Consolidating Statements of Comprehensive Income (Loss) (in thousands) (unaudited) Three Months Ended March 31, 2017  Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated   Consolidated net (loss) income $ (1,890) $ 414 $ (414) $ (1,890) Other comprehensive income: Gain on minimum pension liability, net of tax 179 — — 179 Total other comprehensive income 179 — — 179 Comprehensive (loss) income (1,711) 414 (414) (1,711) Comprehensive income attributable to noncontrolling interest — 73 — 73 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (1,711) $ 341 $ (414) $ (1,784) Three Months Ended March 31, 2016  Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Consolidated net (loss) income $ (4,640) $ 367 $ (367) $ (4,640) Other comprehensive income: Gain on minimum pension liability, net of tax 186 — — 186 Total other comprehensive income 186 — — 186 Comprehensive (loss) income (4,454) 367 (367) (4,454) Comprehensive income attributable to noncontrolling interest — 60 — 60 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (4,454) $ 307 $ (367) $ (4,514) Universal Hospital Services, Inc. Consolidating Statements of Cash Flows (in thousands) (unaudited) Three Months Ended March 31, 2017 Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (1,890) $ 414 $ (414) $ (1,890) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation 15,899 1,995 — 17,894 Amortization of intangibles, deferred financing costs and bond premium 1,867 1,240 — 3,107 Equity in earnings of subsidiary (414) — 414 — Provision for doubtful accounts 228 (8) — 220 Provision for inventory obsolescence 23 (1) — 22 Non-cash share-based compensation expense 638 120 — 758 Gain on sales and disposals of equipment (712) (35) — (747) Deferred income taxes 308 (202) — 106 Interest on note receivable (4) — — (4) Changes in operating assets and liabilities: Accounts receivable (1,164) 1,315 — 151 Due from affiliates (2,279) — 2,279 — Inventories (31) 503 — 472 Other operating assets 168 (291) — (123) Accounts payable (1,768) (1,296) — (3,064) Other operating liabilities (21,065) (1,141) — (22,206) Net cash (used in) provided by operating activities (10,196) 2,613 2,279 (5,304) Cash flows from investing activities: Medical equipment purchases (13,704) (3,772) — (17,476) Property and office equipment purchases (1,004) (59) — (1,063) Proceeds from disposition of property and equipment 1,340 62 — 1,402 Acquisition and refund of escrow 3,691 — — 3,691 Net cash used in investing activities (9,677) (3,769) — (13,446) Cash flows from financing activities: Proceeds under senior secured credit facility 70,029 — — 70,029 Payments under senior secured credit facility (43,492) — — (43,492) Payments of principal under capital lease obligations (1,258) (409) — (1,667) Distributions to noncontrolling interests — (77) — (77) Proceeds from exercise of parent company stock options 22 — — 22 Due to affiliates — 2,279 (2,279) — Change in book overdrafts (5,428) (637) — (6,065) Net cash provided by financing activities 19,873 1,156 (2,279) 18,750 Net change in cash and cash equivalents — — — — Cash and cash equivalents at the beginning of period — — — — Cash and cash equivalents at the end of period $ — $ — $ — $ — Universal Hospital Services, Inc. Consolidating Statements of Cash Flows (in thousands) (unaudited) Three Months Ended March 31, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (4,640) $ 367 $ (367) $ (4,640) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 16,160 1,762 — 17,922 Amortization of intangibles, deferred financing costs and bond premium 2,209 853 — 3,062 Equity in earnings of subsidiary (367) — 367 — Provision for doubtful accounts 56 36 — 92 Provision for inventory obsolescence 111 33 — 144 Non-cash share-based compensation expense 757 — — 757 Gain on sales and disposals of equipment (1,286) 31 — (1,255) Deferred income taxes 408 (348) — 60 Changes in operating assets and liabilities: Accounts receivable (4,072) 271 — (3,801) Due from affiliates (2,285) — 2,285 — Inventories (428) 474 — 46 Other operating assets (435) (163) — (598) Accounts payable 303 (333) — (30) Other operating liabilities (23,467) (1,042) — (24,509) Net cash (used in) provided by operating activities (16,976) 1,941 2,285 (12,750) Cash flows from investing activities: Medical equipment purchases (11,124) (3,085) — (14,209) Property and office equipment purchases (1,047) (10) — (1,057) Proceeds from disposition of property and equipment 5,324 4 — 5,328 Net cash used in investing activities (6,847) (3,091) — (9,938) Cash flows from financing activities: Proceeds under senior secured credit facility 60,200 — — 60,200 Payments under senior secured credit facility (34,200) — — (34,200) Payments of principal under capital lease obligations (1,211) (301) — (1,512) Payments of deferred financing costs (97) — — (97) Holdback payment related to acquisition — (500) — (500) Distributions to noncontrolling interests — (120) — (120) Dividend and equity distribution payments (24) — — (24) Proceeds from exercise of parent company stock options 7 — — 7 Due to affiliates — 2,285 (2,285) — Change in book overdrafts (852) (214) — (1,066) Net cash used in financing activities 23,823 1,150 (2,285) 22,688 Net change in cash and cash equivalents — — — — Cash and cash equivalents at the beginning of period — — — — Cash and cash equivalents at the end of period $ — $ — $ — $ —

Restructuring

Restructuring	3 Months Ended
	Mar. 31, 2017
Restructuring
Restructuring	14. Restructuring We incurred no restructuring expense during the three months ended March 31, 2017 and 2016. As of December 31, 2016, we had $0.1 million of restructuring liability. For the three months ended March 31, 2017, $0.1 million in restructuring charges was paid. As of December 31, 2015, we had $2.4 million of restructuring liability. For the three months ended March 31, 2016, we incurred no restructuring expense and $0.4 million in restructuring charges was paid and the remaining $2.0 was a liability as of March 31, 2016.

Concentration

Concentration	3 Months Ended
	Mar. 31, 2017
Concentration
Concentration	15. Concentration One customer accounted for approximately 15% and 17% of total revenue for the three months ended March 31, 2017 and 2016, respectively.

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2017
Subsequent Events
Subsequent Event	16. Subsequent Event On April 28, 2017, we completed the acquisition of certain assets of a surgical laser equipment service provider for $6.2 million with a potential earn out not to exceed $0.3 million. The acquisition was funded from the Senior Secured Credit Facility. The acquisition expands our national footprint in the laser and mobile surgical services market and is not expected to have a material impact on our results of operations or our financial position for the 2017 fiscal year.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements
Schedule of fair value of debt instruments	March 31, 2017 December 31, 2016 Carrying Fair Carrying Fair (in thousands) Value Value Value Value Original notes - 7.625% (1) $ 420,835 $ 425,000 $ 420,523 $ 420,750 Add-on notes - 7.625% (2) 225,404 220,000 225,743 217,800 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $4.2 and $4.5 million as of March 31, 2017 and December 31, 2016, respectively. (2) The carrying value of the Add-on notes - 7.625% is net of unamortized deferred financing costs of $1.7 and $1.9 million as of March 31, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $7.1 and $7.6 million as of March 31, 2017 and December 31, 2016, respectively.

Goodwill and Other Intangible25

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Other Intangible Assets
Schedule of goodwill by reporting segment	Medical Clinical Equipment Engineering Surgical (in thousands) Solutions Solutions Services Total Balance at December 31, 2016 $ 227,486 $ 62,826 $ 53,454 $ 343,766 Acquisition — 214 — 214 Balance at March 31, 2017 $ 227,486 $ 63,040 $ 53,454 $ 343,980
Schedule of other intangible assets	March 31, 2017 December 31, 2016 Accumulated Accumulated (in thousands) Cost Amortization Impairment Net Cost Amortization Impairment Net Finite-life intangibles Customer relationship $ 122,109 $ (99,828) $ — $ 22,281 $ 122,109 $ (97,704) $ — $ 24,405 Supply agreement 26,000 (26,000) — — 26,000 (25,274) — 726 Non-compete agreements 1,758 (932) — 826 1,758 (856) — 902 Trade names 238 (79) — 159 238 — — 238 Total finite-life intangibles 150,105 (126,839) — 23,266 150,105 (123,834) — 26,271 Indefinite-life intangibles Trade names 166,000 — (34,900) 131,100 166,000 — (34,900) 131,100 Total intangible assets $ 316,105 $ (126,839) $ (34,900) $ 154,366 $ 316,105 $ (123,834) $ (34,900) $ 157,371
Schedule of estimated future amortization expense for identifiable intangible assets	(in thousands) Remainder of 2017 $ 6,268 2018 7,154 2019 4,565 2020 2,325 2021 1,665 2022 973

Deficit (Tables)

Deficit (Tables)	3 Months Ended
	Mar. 31, 2017
Deficit
Schedule of changes in equity that are attributable to shareholders and noncontrolling interests	Accumulated Additional Other Paid-in Accumulated Comprehensive Noncontrolling Total (in thousands) Capital Deficit Loss Interests Deficit Balance at December 31, 2016 $ 244,986 $ (296,826) $ (7,826) $ 181 $ (59,485) Net (loss) income — (1,963) — 73 (1,890) Other comprehensive income — — 179 — 179 Share-based compensation 758 — — — 758 Stock options exercised 22 — — — 22 Cash distributions to noncontrolling interests — — — (77) (77) Balance at March 31, 2017 $ 245,766 $ (298,789) $ (7,647) $ 177 $ (60,493) Accumulated Additional Other Paid-in Accumulated Comprehensive Noncontrolling Total (in thousands) Capital Deficit Loss Interests Deficit Balance at December 31, 2015 $ 241,833 $ (283,066) $ (8,165) $ 240 $ (49,158) Net (loss) income — (4,700) — 60 (4,640) Other comprehensive income — — 186 — 186 Share-based compensation 757 — — — 757 Stock options exercised 7 — — — 7 Cash distributions to noncontrolling interests — — — (120) (120) Balance at March 31, 2016 $ 242,597 $ (287,766) $ (7,979) $ 180 $ (52,968)

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
Share-Based Compensation
Schedule of activity of parent company under the 2007 Stock Option Plan	Weighted average Weighted Aggregate remaining Number of average intrinsic contractual (in thousands, except exercise price and years) options exercise price value term (years) Outstanding at December 31, 2016 36,973 $ 0.77 $ 9,315 7.8 Granted 565 1.19 Exercised (31) 0.71 $ 15 Forfeited or expired (46) 0.71 Outstanding at March 31, 2017 37,461 $ 0.77 $ 15,564 7.6 Exercisable at March 31, 2017 14,879 $ 0.74 $ 6,759 7.6 Remaining authorized options available for issue 6,072
Schedule of assumptions used in determining the fair value of stock options granted under the Black-Scholes model	Three Months Ended March 31, 2017 2016 Risk-free interest rate 1.51 % 1.50 % Expected volatility 28.9 % 31.0 % Dividend yield N/A N/A Expected option life (years) 4.23 6.00 Black-Scholes Value of options $ 0.30 $ 0.33

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Long-Term Debt
Schedule of long-term debt	7. Long-Term Debt Long-term debt consists of the following: March 31, December 31, (in thousands) 2017 2016 Original notes - 7.625% (1) $ 420,835 $ 420,523 Add-on notes - 7.625% (2) 225,404 225,743 Senior secured credit facility (3) 70,584 43,917 Capital lease obligations 17,293 17,134 734,116 707,317 Less: Current portion of long-term debt (5,281) (5,454) Total long-term debt $ 728,835 $ 701,863 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $4.2 and $4.5 million as of March 31, 2017 and December 31, 2016, respectively. (2) The carrying value of the Add-on notes - 7.625% is net of unamortized deferred financing costs of $1.7 and $1.9 million as of March 31, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $7.1 and $7.6 million as of March 31, 2017 and December 31, 2016, respectively. (3) The carrying value of the Senior secured credit facility is net of unamortized deferred financing costs of $1.6 and $1.8 million as of March 31, 2017 and December 31, 2016, respectively.

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Information
Schedule of the total gross margin and reconciliation to loss before income taxes and noncontrolling interest (in thousands)	Three Months Ended March 31, 2017 2016 Total gross margin $ 45,767 $ 39,885 Selling, general and administrative 34,141 31,298 Interest expense 13,294 13,068 Loss before income taxes and noncontrolling interest $ (1,668) $ (4,481)
Schedule of total assets by reporting segment (in thousands)	March 31, December 31, 2017 2016 Medical Equipment Solutions $ 568,481 $ 584,597 Clinical Engineering Solutions 130,662 131,537 Surgical Services 101,171 101,989 Total Company Assets $ 800,314 $ 818,123
Schedule of percentage of revenue for each group of similar products sold or services provided in segments	Three Months Ended March 31, 2017 2016 MES Equipment usage solutions % % Equipment/disposable sales CES Service solutions SS Equipment usage solutions Equipment/disposable sales Total revenues % %
Medical Equipment Solutions
Segment Information
Schedule of operating information of segments (in thousands)	Three Months Ended March 31, 2017 2016 Revenues $ 78,660 $ 80,230 Cost of revenue 33,797 38,282 Medical equipment depreciation 13,543 13,752 Gross margin $ 31,320 $ 28,196
Clinical Engineering Solutions
Segment Information
Schedule of operating information of segments (in thousands)	Three Months Ended March 31, 2017 2016 Revenues $ 34,662 $ 25,578 Cost of revenue 26,506 20,024 Gross margin $ 8,156 $ 5,554
Surgical Services
Segment Information
Schedule of operating information of segments (in thousands)	Three Months Ended March 31, 2017 2016 Revenues $ 17,330 $ 16,318 Cost of revenue 9,456 8,766 Medical equipment depreciation 1,583 1,417 Gross margin $ 6,291 $ 6,135

Consolidating Financial State30

Consolidating Financial Statements (Tables)	3 Months Ended
	Mar. 31, 2017
Consolidating Financial Statements
Schedule of Consolidating Balance Sheets	March 31, 2017 Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Assets Current assets: Accounts receivable, less allowance for doubtful accounts $ 72,738 $ 11,155 $ — $ 83,893 Due from affiliates 30,922 — (30,922) — Inventories 4,762 5,829 — 10,591 Other current assets 6,479 558 — 7,037 Total current assets 114,901 17,542 (30,922) 101,521 Property and equipment: Medical equipment 559,632 56,772 — 616,404 Property and office equipment 85,563 11,058 — 96,621 Accumulated depreciation (471,232) (43,519) — (514,751) Total property and equipment, net 173,963 24,311 — 198,274 Other long-term assets: Goodwill 283,141 60,839 — 343,980 Investment in subsidiary 73,179 — (73,179) — Other intangibles, net 139,179 15,187 — 154,366 Other 1,350 823 — 2,173 Total assets $ 785,713 $ 118,702 $ (104,101) $ 800,314 Liabilities and (Deficit) Equity Current liabilities: Current portion of long-term debt $ 3,849 $ 1,432 $ — $ 5,281 Book overdrafts 4,406 229 — 4,635 Due to affiliates — 30,922 (30,922) — Accounts payable 19,802 3,761 — 23,563 Accrued compensation 10,000 1,886 — 11,886 Accrued interest 6,436 — — 6,436 Other accrued expenses 13,805 936 — 14,741 Total current liabilities 58,298 39,166 (30,922) 66,542 Long-term debt, less current portion 725,399 3,436 — 728,835 Pension and other long-term liabilities 12,107 — — 12,107 Deferred income taxes, net 50,564 2,759 — 53,323 Commitments and contingencies (Deficit) Equity Common stock — — — — Additional paid-in capital 245,781 76,013 (76,028) 245,766 Accumulated deficit (295,940) (2,849) — (298,789) Accumulated loss in subsidiary (2,849) — 2,849 — Accumulated other comprehensive loss (7,647) — — (7,647) Total Universal Hospital Services, Inc. (deficit) equity (60,655) 73,164 (73,179) (60,670) Noncontrolling interest — 177 — 177 Total (deficit) equity (60,655) 73,341 (73,179) (60,493) Total liabilities and (deficit) equity $ 785,713 $ 118,702 $ (104,101) $ 800,314 December 31, 2016 Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Assets Current assets: Accounts receivable, less allowance for doubtful accounts $ 71,802 $ 12,462 $ — $ 84,264 Due from affiliates 28,523 — (28,523) — Inventories 4,754 6,331 — 11,085 Other current assets 10,501 597 — 11,098 Total current assets 115,580 19,390 (28,523) 106,447 Property and equipment: Medical equipment 562,422 55,630 — 618,052 Property and office equipment 83,716 11,130 — 94,846 Accumulated depreciation (462,167) (42,082) — (504,249) Total property and equipment, net 183,971 24,678 — 208,649 Other long-term assets: Goodwill 283,141 60,625 — 343,766 Investment in subsidiary 72,624 — (72,624) — Other intangibles, net 140,944 16,427 — 157,371 Other 1,397 493 — 1,890 Total assets $ 797,657 $ 121,613 $ (101,147) $ 818,123 Liabilities and (Deficit) Equity Current liabilities: Current portion of long-term debt $ 3,990 $ 1,464 $ — $ 5,454 Book overdrafts 9,834 866 — 10,700 Due to affiliates — 28,523 (28,523) — Accounts payable 31,586 7,233 — 38,819 Accrued compensation 17,196 2,710 — 19,906 Accrued interest 18,696 — — 18,696 Other accrued expenses 15,426 1,250 — 16,676 Total current liabilities 96,728 42,046 (28,523) 110,251 Long-term debt, less current portion 698,050 3,813 — 701,863 Pension and other long-term liabilities 12,274 3 — 12,277 Deferred income taxes, net 50,256 2,961 — 53,217 Commitments and contingencies (Deficit) Equity Common stock — — — — Additional paid-in capital 245,001 75,799 (75,814) 244,986 Accumulated deficit (293,636) (3,190) — (296,826) Accumulated loss in subsidiary (3,190) — 3,190 — Accumulated other comprehensive loss (7,826) — — (7,826) Total Universal Hospital Services, Inc. (deficit) equity (59,651) 72,609 (72,624) (59,666) Noncontrolling interest — 181 — 181 Total (deficit) equity (59,651) 72,790 (72,624) (59,485) Total liabilities and (deficit) equity $ 797,657 $ 121,613 $ (101,147) $ 818,123
Schedule of Consolidating Statements of Operations	Three Months Ended March 31, 2017 Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 78,660 $ — $ — $ 78,660 Clinical engineering solutions 29,289 5,373 — 34,662 Surgical services — 17,330 — 17,330 Total revenues 107,949 22,703 — 130,652 Cost of Revenue Cost of medical equipment solutions 33,797 — — 33,797 Cost of clinical engineering solutions 22,575 3,931 — 26,506 Cost of surgical services — 9,456 — 9,456 Medical equipment depreciation 13,543 1,583 — 15,126 Total costs of revenues 69,915 14,970 — 84,885 Gross margin 38,034 7,733 — 45,767 Selling, general and administrative 27,722 6,419 — 34,141 Operating income 10,312 1,314 — 11,626 Equity in earnings of subsidiary (414) — 414 — Interest expense 12,749 545 — 13,294 (Loss) income before income taxes and noncontrolling interest (2,023) 769 (414) (1,668) (Benefit) provision for income taxes (133) 355 — 222 Consolidated net (loss) income (1,890) 414 (414) (1,890) Net income attributable to noncontrolling interest — 73 — 73 Net (loss) income attributable to Universal Hospital Services, Inc. $ (1,890) $ 341 $ (414) $ (1,963) Three Months Ended March 31, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 80,230 $ — $ — $ 80,230 Clinical engineering solutions 25,578 — — 25,578 Surgical services — 16,318 — 16,318 Total revenues 105,808 16,318 — 122,126 Cost of Revenue Cost of medical equipment solutions 38,282 — — 38,282 Cost of clinical engineering solutions 20,024 — — 20,024 Cost of surgical services — 8,766 — 8,766 Medical equipment depreciation 13,752 1,417 — 15,169 Total costs of revenues 72,058 10,183 — 82,241 Gross margin 33,750 6,135 — 39,885 Selling, general and administrative 26,336 4,962 — 31,298 Operating income 7,414 1,173 — 8,587 Equity in earnings of subsidiary (367) — 367 — Interest expense 12,525 543 — 13,068 (Loss) income before income taxes and noncontrolling interest (4,744) 630 (367) (4,481) (Benefit) provision for income taxes (104) 263 — 159 Consolidated net (loss) income (4,640) 367 (367) (4,640) Net income attributable to noncontrolling interest — 60 — 60 Net (loss) income attributable to Universal Hospital Services, Inc. $ (4,640) $ 307 $ (367) $ (4,700)
Schedule of Consolidating Statements of Comprehensive Income (Loss)	Three Months Ended March 31, 2017  Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated   Consolidated net (loss) income $ (1,890) $ 414 $ (414) $ (1,890) Other comprehensive income: Gain on minimum pension liability, net of tax 179 — — 179 Total other comprehensive income 179 — — 179 Comprehensive (loss) income (1,711) 414 (414) (1,711) Comprehensive income attributable to noncontrolling interest — 73 — 73 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (1,711) $ 341 $ (414) $ (1,784) Three Months Ended March 31, 2016  Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Consolidated net (loss) income $ (4,640) $ 367 $ (367) $ (4,640) Other comprehensive income: Gain on minimum pension liability, net of tax 186 — — 186 Total other comprehensive income 186 — — 186 Comprehensive (loss) income (4,454) 367 (367) (4,454) Comprehensive income attributable to noncontrolling interest — 60 — 60 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (4,454) $ 307 $ (367) $ (4,514)
Schedule of Consolidating Statements of Cash Flows	Three Months Ended March 31, 2017 Parent Subsidiaries Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (1,890) $ 414 $ (414) $ (1,890) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation 15,899 1,995 — 17,894 Amortization of intangibles, deferred financing costs and bond premium 1,867 1,240 — 3,107 Equity in earnings of subsidiary (414) — 414 — Provision for doubtful accounts 228 (8) — 220 Provision for inventory obsolescence 23 (1) — 22 Non-cash share-based compensation expense 638 120 — 758 Gain on sales and disposals of equipment (712) (35) — (747) Deferred income taxes 308 (202) — 106 Interest on note receivable (4) — — (4) Changes in operating assets and liabilities: Accounts receivable (1,164) 1,315 — 151 Due from affiliates (2,279) — 2,279 — Inventories (31) 503 — 472 Other operating assets 168 (291) — (123) Accounts payable (1,768) (1,296) — (3,064) Other operating liabilities (21,065) (1,141) — (22,206) Net cash (used in) provided by operating activities (10,196) 2,613 2,279 (5,304) Cash flows from investing activities: Medical equipment purchases (13,704) (3,772) — (17,476) Property and office equipment purchases (1,004) (59) — (1,063) Proceeds from disposition of property and equipment 1,340 62 — 1,402 Acquisition and refund of escrow 3,691 — — 3,691 Net cash used in investing activities (9,677) (3,769) — (13,446) Cash flows from financing activities: Proceeds under senior secured credit facility 70,029 — — 70,029 Payments under senior secured credit facility (43,492) — — (43,492) Payments of principal under capital lease obligations (1,258) (409) — (1,667) Distributions to noncontrolling interests — (77) — (77) Proceeds from exercise of parent company stock options 22 — — 22 Due to affiliates — 2,279 (2,279) — Change in book overdrafts (5,428) (637) — (6,065) Net cash provided by financing activities 19,873 1,156 (2,279) 18,750 Net change in cash and cash equivalents — — — — Cash and cash equivalents at the beginning of period — — — — Cash and cash equivalents at the end of period $ — $ — $ — $ — Three Months Ended March 31, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (4,640) $ 367 $ (367) $ (4,640) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 16,160 1,762 — 17,922 Amortization of intangibles, deferred financing costs and bond premium 2,209 853 — 3,062 Equity in earnings of subsidiary (367) — 367 — Provision for doubtful accounts 56 36 — 92 Provision for inventory obsolescence 111 33 — 144 Non-cash share-based compensation expense 757 — — 757 Gain on sales and disposals of equipment (1,286) 31 — (1,255) Deferred income taxes 408 (348) — 60 Changes in operating assets and liabilities: Accounts receivable (4,072) 271 — (3,801) Due from affiliates (2,285) — 2,285 — Inventories (428) 474 — 46 Other operating assets (435) (163) — (598) Accounts payable 303 (333) — (30) Other operating liabilities (23,467) (1,042) — (24,509) Net cash (used in) provided by operating activities (16,976) 1,941 2,285 (12,750) Cash flows from investing activities: Medical equipment purchases (11,124) (3,085) — (14,209) Property and office equipment purchases (1,047) (10) — (1,057) Proceeds from disposition of property and equipment 5,324 4 — 5,328 Net cash used in investing activities (6,847) (3,091) — (9,938) Cash flows from financing activities: Proceeds under senior secured credit facility 60,200 — — 60,200 Payments under senior secured credit facility (34,200) — — (34,200) Payments of principal under capital lease obligations (1,211) (301) — (1,512) Payments of deferred financing costs (97) — — (97) Holdback payment related to acquisition — (500) — (500) Distributions to noncontrolling interests — (120) — (120) Dividend and equity distribution payments (24) — — (24) Proceeds from exercise of parent company stock options 7 — — 7 Due to affiliates — 2,285 (2,285) — Change in book overdrafts (852) (214) — (1,066) Net cash used in financing activities 23,823 1,150 (2,285) 22,688 Net change in cash and cash equivalents — — — — Cash and cash equivalents at the beginning of period — — — — Cash and cash equivalents at the end of period $ — $ — $ — $ —

Basis of Presentation (Details)

Basis of Presentation (Details)	Mar. 31, 2017
Ownership interest in subsidiary (as a percent)	100.00%
Surgical Services
Ownership interest in subsidiary (as a percent)	100.00%
RES
Ownership interest in subsidiary (as a percent)	100.00%

Fair Value Measurements - Other

Fair Value Measurements - Other Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Feb. 12, 2013	Aug. 07, 2012
Fair Value of Other Financial Instruments
Carrying value	$ 734,116	$ 707,317
Original notes - 7.625%
Fair Value of Other Financial Instruments
Carrying value	420,835	420,523
Fair Value	$ 425,000	$ 420,750
Interest rate (as a percent)	7.625%	7.625%		7.625%
Unamortized deferred financing costs	$ 4,200	$ 4,500
Add-on notes - 7.625%
Fair Value of Other Financial Instruments
Carrying value	225,404	225,743
Fair Value	$ 220,000	$ 217,800
Interest rate (as a percent)	7.625%	7.625%	7.625%
Unamortized deferred financing costs	$ 1,700	$ 1,900
Unamortized bond premium	$ 7,100	$ 7,600

Goodwill and Other Intangible33

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Goodwill
Balance at the beginning of the period	$ 343,766
Acquisitions	214
Balance at the end of the period	343,980
Other intangible assets
Cost	150,105		$ 150,105
Accumulated Amortization	(126,839)		(123,834)
Total	23,266		26,271
Cost	316,105		316,105
Accumulated Impairment	(34,900)		(34,900)
Net	154,366		157,371
Total amortization expense	3,000	$ 2,900
Trade names
Other intangible assets
Cost	166,000		166,000
Net	131,100		131,100
Accumulated Impairment	(34,900)		(34,900)
Customer relationship
Other intangible assets
Cost	122,109		122,109
Accumulated Amortization	(99,828)		(97,704)
Total	22,281		24,405
Supply agreement
Other intangible assets
Cost	26,000		26,000
Accumulated Amortization	(26,000)		(25,274)
Total			726
Non-compete agreements
Other intangible assets
Cost	1,758		1,758
Accumulated Amortization	(932)		(856)
Total	826		902
Trade names
Other intangible assets
Cost	238		238
Accumulated Amortization	(79)
Total	159		$ 238
Medical Equipment Solutions
Goodwill
Balance at the beginning of the period	227,486
Balance at the end of the period	227,486
Clinical Engineering Solutions
Goodwill
Balance at the beginning of the period	62,826
Acquisitions	214
Balance at the end of the period	63,040
Surgical Services
Goodwill
Balance at the beginning of the period	53,454
Balance at the end of the period	$ 53,454

Goodwill and Other Intangible34

Goodwill and Other Intangible Assets - Amortization (Details) $ in Thousands	Mar. 31, 2017USD ($)
Future estimated amortization expense
Remainder of 2017	$ 6,268
2,018	7,154
2,019	4,565
2,020	2,325
2,021	1,665
2,022	$ 973

Deficit (Details)

Deficit (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance	$ (59,485)	$ (49,158)
Net (loss) income	(1,890)	(4,640)
Other comprehensive income	179	186
Share-based compensation	758	757
Stock option exercised	22	7
Cash distributions to noncontrolling interests	(77)	(120)
Balance	(60,493)	(52,968)
Additional Paid-in Capital
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance	244,986	241,833
Net (loss) income
Share-based compensation	758	757
Stock option exercised	22	7
Balance	245,766	242,597
Accumulated Deficit
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance	(296,826)	(283,066)
Net (loss) income	(1,963)	(4,700)
Balance	(298,789)	(287,766)
Accumulated Other Comprehensive Loss
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance	(7,826)	(8,165)
Net (loss) income
Other comprehensive income	179	186
Balance	(7,647)	(7,979)
Noncontrolling Interests
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance	181	240
Net (loss) income	73	60
Cash distributions to noncontrolling interests	(77)	(120)
Balance	$ 177	$ 180

Share-Based Compensation (Detai

Share-Based Compensation (Details) - Parent Issuer UHS - Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Number of Options
Outstanding at the beginning of the period (in shares)	36,973
Granted (in shares)	565
Exercised (in shares)	(31)
Forfeited or expired (in shares)	(46)
Outstanding at the end of the period (in shares)	37,461	36,973
Exercisable at the end of the period (in shares)	14,879
Remaining authorized options available for issue	6,072
Weighted average exercise price
Outstanding at the beginning of the period (in dollars per share)	$ 0.77
Granted (in dollars per share)	1.19
Exercised (in dollars per share)	0.71
Forfeited or expired (in dollars per share)	0.71
Outstanding at the end of the period (in dollars per share)	0.77	$ 0.77
Exercisable at the end of the period (in dollars per share)	$ 0.74
Aggregate intrinsic value
Outstanding	$ 15,564	$ 9,315
Exercisable	6,759
Exercised	$ 15
Weighted average remaining contractual term
Outstanding	7 years 7 months 6 days	7 years 9 months 18 days
Exercisable	7 years 7 months 6 days

Share-Based Compensation - Assu

Share-Based Compensation - Assumption (Details) - Parent Issuer UHS - Options - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Assumptions used in determining the fair value of stock options granted under the Black-Scholes model
Risk-free interest rate (as a percent)	1.51%	1.50%
Expected volatility (as a percent)	28.90%	31.00%
Expected option life	4 years 2 months 23 days	6 years
Black-Scholes Value of options (in dollars per share)	$ 0.30	$ 0.33

Share-Based Compensation - Unea

Share-Based Compensation - Unearned Non-cash shared-based compensation (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2015	Mar. 31, 2017	Mar. 31, 2016
Stock-based compensation
Share-based Compensation.		$ 758	$ 757
Unearned non-cash share-based compensation
Weighted average period for recognition of share-based compensation expense		2 years 1 month 6 days
Unearned non-cash share-based compensation expense expected to be recognized		$ 5,200
Estimated forfeiture rate (as a percent)		2.00%
Chief Executive Officer | Restricted Stock Units (RSUs)
Unearned non-cash share-based compensation
Granted (in shares)	7,000,000
Vesting period	4 years
Compensation expense		$ 300	$ 300

Long-Term Debt (Details)

Long-Term Debt (Details)	3 Months Ended
	Mar. 31, 2017USD ($)item	Dec. 31, 2016USD ($)	Feb. 12, 2013USD ($)	Aug. 07, 2012USD ($)
Long-Term Debt
Long-term debt current and noncurrent	$ 734,116,000	$ 707,317,000
Less: Current portion of long-term debt	(5,281,000)	(5,454,000)
Total long-term debt	$ 728,835,000	701,863,000
Ownership interest in existing and certain future owned domestic subsidiaries (as a percent)	100.00%
Original notes - 7.625%
Long-Term Debt
Long-term debt current and noncurrent	$ 420,835,000	$ 420,523,000
Interest rate (as a percent)	7.625%	7.625%		7.625%
Unamortized deferred financing costs	$ 4,200,000	$ 4,500,000
Aggregate outstanding principal amount				$ 425,000,000
Add-on notes - 7.625%
Long-Term Debt
Long-term debt current and noncurrent	225,404,000	225,743,000
Unamortized bond premium	$ 7,100,000	$ 7,600,000
Interest rate (as a percent)	7.625%	7.625%	7.625%
Unamortized deferred financing costs	$ 1,700,000	$ 1,900,000
Aggregate outstanding principal amount			$ 220,000,000
Senior secured credit facility
Long-Term Debt
Long-term debt current and noncurrent	70,584,000	43,917,000
Unamortized deferred financing costs	1,600,000	1,800,000
Maximum borrowing capacity	235,000,000
Available amount	90,000,000
Borrowing base	166,700,000
Borrowing outstanding	72,200,000
Letters of credit	4,500,000
Minimum available borrowing capacity required to be maintained for a certain period under financial covenants	$ 20,000,000
Minimum ratio of EBITDA to cash expense, number of quarters | item	4
Senior secured credit facility | Interest Rate Scenario 1
Long-Term Debt
Borrowing outstanding	$ 13,000,000
Debt Instrument, Interest Rate at Period End	2.7322%
Senior secured credit facility | Interest Rate Scenario 2
Long-Term Debt
Borrowing outstanding	$ 40,000,000
Debt Instrument, Interest Rate at Period End	2.6622%
Senior secured credit facility | Interest Rate Scenario 3
Long-Term Debt
Borrowing outstanding	$ 16,000,000
Debt Instrument, Interest Rate at Period End	2.6928%
Senior secured credit facility | Interest Rate Scenario 4
Long-Term Debt
Borrowing outstanding	$ 3,200,000
Debt Instrument, Interest Rate at Period End	4.75%
Capital lease obligations
Long-Term Debt
Long-term debt current and noncurrent	$ 17,293,000	$ 17,134,000
Third Amended and Restated Credit Agreement
Long-Term Debt
Unused Capacity, Commitment Fee Percentage	0.25%
Period prior to maturity	90 days
Third Amended and Restated Credit Agreement | Base Rate | Minimum
Long-Term Debt
Margin over base rate (as a percent)	0.50%
Third Amended and Restated Credit Agreement | Base Rate | Maximum
Long-Term Debt
Margin over base rate (as a percent)	1.00%
Third Amended and Restated Credit Agreement | Adjusted LIBOR | Minimum
Long-Term Debt
Margin over base rate (as a percent)	1.50%
Third Amended and Restated Credit Agreement | Adjusted LIBOR | Maximum
Long-Term Debt
Margin over base rate (as a percent)	2.00%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Apr. 13, 2015
Related Party Transaction
Interest income	$ 4
IPC | General Advisory And Management Services
Related Party Transaction
Specified amount of annual fees for ongoing advisory and management services	$ 500
Annual fee for ongoing advisory and management services as a percentage of adjusted EBITDA	0.75%
Amount incurred	$ 200	$ 200
Officer | Promissory Note Agreement
Related Party Transaction
Interest rate	1.45%
Interest income	$ 4
Officer | Promissory Note Agreement | Other Noncurrent Assets
Related Party Transaction
Note receivable			$ 1,000

Limited Liability Companies (De

Limited Liability Companies (Details) - Limited Liability Companies $ in Millions	Mar. 31, 2017USD ($)item
Limited Liability Companies
Number of active LLCs in which the entity holds an interest | item	4
Surgical Services
Limited Liability Companies
Total assets of LLCs | $	$ 0.8

Segment Information - Reportabl

Segment Information - Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Segment Information
Revenues	$ 130,652	$ 122,126
Medical equipment depreciation	15,126	15,169
Gross margin	45,767	39,885
Selling, general and administrative	34,141	31,298
Interest expense	13,294	13,068
Loss before income taxes and noncontrolling interest	(1,668)	(4,481)
Assets	800,314		$ 818,123
Medical Equipment Solutions
Segment Information
Revenues	78,660	80,230
Cost of revenue	33,797	38,282
Medical equipment depreciation	13,543	13,752
Gross margin	31,320	28,196
Assets	568,481		584,597
Clinical Engineering Solutions
Segment Information
Revenues	34,662	25,578
Cost of revenue	26,506	20,024
Gross margin	8,156	5,554
Assets	130,662		131,537
Surgical Services
Segment Information
Revenues	17,330	16,318
Cost of revenue	9,456	8,766
Medical equipment depreciation	1,583	1,417
Gross margin	6,291	$ 6,135
Assets	$ 101,171		$ 101,989

Segment Information - Concentra

Segment Information - Concentration (Details) - Revenue - Product concentration risk	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	100.00%	100.00%
Medical Equipment Solutions
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	60.20%	65.70%
Medical Equipment Solutions | Equipment usage solutions
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	58.30%	59.70%
Medical Equipment Solutions | Equipment/disposable sales
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	1.90%	6.00%
Clinical Engineering Solutions | Service solutions
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	26.50%	20.90%
Surgical Services
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	13.30%	13.40%
Surgical Services | Equipment usage solutions
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	13.10%	13.30%
Surgical Services | Equipment/disposable sales
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	0.20%	0.10%

Income Taxes - (Details)

Income Taxes - (Details) $ in Millions	Mar. 31, 2017USD ($)
Federal
Operating loss carryforwards
Unused federal net operating loss carryforwards	$ 211.6

Consolidating Financial State45

Consolidating Financial Statements (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Consolidating Financial Statements
Ownership interest in subsidiary (as a percent)	100.00%
Current assets:
Accounts receivable, less allowance for doubtful accounts	$ 83,893	$ 84,264
Inventories	10,591	11,085
Other current assets	7,037	11,098
Total current assets	101,521	106,447
Property and equipment:
Medical equipment	616,404	618,052
Property and office equipment	96,621	94,846
Accumulated depreciation	(514,751)	(504,249)
Total property and equipment, net	198,274	208,649
Other long-term assets:
Goodwill	343,980	343,766
Other intangibles, net	154,366	157,371
Other	2,173	1,890
Total assets	800,314	818,123
Current liabilities:
Current portion of long-term debt	5,281	5,454
Book overdrafts	4,635	10,700
Accounts payable	23,563	38,819
Accrued compensation	11,886	19,906
Accrued interest	6,436	18,696
Other accrued expenses	14,741	16,676
Total current liabilities	66,542	110,251
Long-term debt, less current portion	728,835	701,863
Pension and other long-term liabilities	12,107	12,277
Deferred income taxes, net	53,323	53,217
Commitments and contingencies
(Deficit) Equity
Common stock
Additional paid-in capital	245,766	244,986
Accumulated deficit	(298,789)	(296,826)
Accumulated other comprehensive loss	(7,647)	(7,826)
Total Universal Hospital Services, Inc. deficit	(60,670)	(59,666)
Noncontrolling interest	177	181
Total deficit	(60,493)	(59,485)	$ (52,968)	$ (49,158)
Total liabilities and deficit	800,314	818,123
Consolidating Adjustments
Current assets:
Due from affiliates	(30,922)	(28,523)
Total current assets	(30,922)	(28,523)
Other long-term assets:
Investment in subsidiary	(73,179)	(72,624)
Total assets	(104,101)	(101,147)
Current liabilities:
Due to affiliates	(30,922)	(28,523)
Total current liabilities	(30,922)	(28,523)
(Deficit) Equity
Additional paid-in capital	(76,028)	(75,814)
Accumulated loss in subsidiary	2,849	3,190
Total Universal Hospital Services, Inc. deficit	(73,179)	(72,624)
Total deficit	(73,179)	(72,624)
Total liabilities and deficit	(104,101)	(101,147)
Parent Issuer UHS
Current assets:
Accounts receivable, less allowance for doubtful accounts	72,738	71,802
Due from affiliates	30,922	28,523
Inventories	4,762	4,754
Other current assets	6,479	10,501
Total current assets	114,901	115,580
Property and equipment:
Medical equipment	559,632	562,422
Property and office equipment	85,563	83,716
Accumulated depreciation	(471,232)	(462,167)
Total property and equipment, net	173,963	183,971
Other long-term assets:
Goodwill	283,141	283,141
Investment in subsidiary	73,179	72,624
Other intangibles, net	139,179	140,944
Other	1,350	1,397
Total assets	785,713	797,657
Current liabilities:
Current portion of long-term debt	3,849	3,990
Book overdrafts	4,406	9,834
Accounts payable	19,802	31,586
Accrued compensation	10,000	17,196
Accrued interest	6,436	18,696
Other accrued expenses	13,805	15,426
Total current liabilities	58,298	96,728
Long-term debt, less current portion	725,399	698,050
Pension and other long-term liabilities	12,107	12,274
Deferred income taxes, net	50,564	50,256
(Deficit) Equity
Additional paid-in capital	245,781	245,001
Accumulated deficit	(295,940)	(293,636)
Accumulated loss in subsidiary	(2,849)	(3,190)
Accumulated other comprehensive loss	(7,647)	(7,826)
Total Universal Hospital Services, Inc. deficit	(60,655)	(59,651)
Total deficit	(60,655)	(59,651)
Total liabilities and deficit	785,713	797,657
Subsidiary Guarantor
Current assets:
Accounts receivable, less allowance for doubtful accounts	11,155	12,462
Inventories	5,829	6,331
Other current assets	558	597
Total current assets	17,542	19,390
Property and equipment:
Medical equipment	56,772	55,630
Property and office equipment	11,058	11,130
Accumulated depreciation	(43,519)	(42,082)
Total property and equipment, net	24,311	24,678
Other long-term assets:
Goodwill	60,839	60,625
Other intangibles, net	15,187	16,427
Other	823	493
Total assets	118,702	121,613
Current liabilities:
Current portion of long-term debt	1,432	1,464
Book overdrafts	229	866
Due to affiliates	30,922	28,523
Accounts payable	3,761	7,233
Accrued compensation	1,886	2,710
Other accrued expenses	936	1,250
Total current liabilities	39,166	42,046
Long-term debt, less current portion	3,436	3,813
Pension and other long-term liabilities		3
Deferred income taxes, net	2,759	2,961
(Deficit) Equity
Additional paid-in capital	76,013	75,799
Accumulated deficit	(2,849)	(3,190)
Total Universal Hospital Services, Inc. deficit	73,164	72,609
Noncontrolling interest	177	181
Total deficit	73,341	72,790
Total liabilities and deficit	$ 118,702	$ 121,613

Consolidating Financial State46

Consolidating Financial Statements - Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
Medical equipment solutions	$ 78,660	$ 80,230
Clinical engineering solutions	34,662	25,578
Surgical services	17,330	16,318
Total revenues	130,652	122,126
Cost of Revenue
Cost of medical equipment solutions	33,797	38,282
Cost of clinical engineering solutions	26,506	20,024
Cost of surgical services	9,456	8,766
Medical equipment depreciation	15,126	15,169
Total costs of revenues	84,885	82,241
Gross margin	45,767	39,885
Selling, general and administrative	34,141	31,298
Operating income	11,626	8,587
Interest expense	13,294	13,068
Loss before income taxes and noncontrolling interest	(1,668)	(4,481)
Provision (benefit) for income taxes	222	159
Consolidated net loss	(1,890)	(4,640)
Net income attributable to noncontrolling interest	73	60
Net loss attributable to Universal Hospital Services, Inc.	(1,963)	(4,700)
Consolidating Adjustments
Cost of Revenue
Equity in earnings of subsidiary	414	367
Loss before income taxes and noncontrolling interest	(414)	(367)
Consolidated net loss	(414)	(367)
Net loss attributable to Universal Hospital Services, Inc.	(414)	(367)
Parent Issuer UHS
Revenue
Medical equipment solutions	78,660	80,230
Clinical engineering solutions	29,289	25,578
Total revenues	107,949	105,808
Cost of Revenue
Cost of medical equipment solutions	33,797	38,282
Cost of clinical engineering solutions	22,575	20,024
Medical equipment depreciation	13,543	13,752
Total costs of revenues	69,915	72,058
Gross margin	38,034	33,750
Selling, general and administrative	27,722	26,336
Operating income	10,312	7,414
Equity in earnings of subsidiary	(414)	(367)
Interest expense	12,749	12,525
Loss before income taxes and noncontrolling interest	(2,023)	(4,744)
Provision (benefit) for income taxes	(133)	(104)
Consolidated net loss	(1,890)	(4,640)
Net loss attributable to Universal Hospital Services, Inc.	(1,890)	(4,640)
Subsidiary Guarantor
Revenue
Clinical engineering solutions	5,373
Surgical services	17,330	16,318
Total revenues	22,703	16,318
Cost of Revenue
Cost of clinical engineering solutions	3,931
Cost of surgical services	9,456	8,766
Medical equipment depreciation	1,583	1,417
Total costs of revenues	14,970	10,183
Gross margin	7,733	6,135
Selling, general and administrative	6,419	4,962
Operating income	1,314	1,173
Interest expense	545	543
Loss before income taxes and noncontrolling interest	769	630
Provision (benefit) for income taxes	355	263
Consolidated net loss	414	367
Net income attributable to noncontrolling interest	73	60
Net loss attributable to Universal Hospital Services, Inc.	$ 341	$ 307

Consolidating Financial State47

Consolidating Financial Statements - Comp Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Consolidating Financial Statements
Consolidated net (loss) income	$ (1,890)	$ (4,640)
Other comprehensive income:
Gain on minimum pension liability, net of tax	179	186
Total other comprehensive income	179	186
Comprehensive (loss) income	(1,711)	(4,454)
Comprehensive income attributable to noncontrolling interest	73	60
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(1,784)	(4,514)
Consolidating Adjustments
Consolidating Financial Statements
Consolidated net (loss) income	(414)	(367)
Other comprehensive income:
Comprehensive (loss) income	(414)	(367)
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(414)	(367)
Parent Issuer UHS
Consolidating Financial Statements
Consolidated net (loss) income	(1,890)	(4,640)
Other comprehensive income:
Gain on minimum pension liability, net of tax	179	186
Total other comprehensive income	179	186
Comprehensive (loss) income	(1,711)	(4,454)
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(1,711)	(4,454)
Subsidiary Guarantor
Consolidating Financial Statements
Consolidated net (loss) income	414	367
Other comprehensive income:
Comprehensive (loss) income	414	367
Comprehensive income attributable to noncontrolling interest	73	60
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	$ 341	$ 307

Consolidating Financial State48

Consolidating Financial Statements - Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Consolidated net (loss) income	$ (1,890)	$ (4,640)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	17,894	17,922
Amortization of intangibles, deferred financing costs and bond premium	3,107	3,062
Provision for doubtful accounts	220	92
Provision for inventory obsolescence	22	144
Non-cash share-based compensation expense	758	757
Gain on sales and disposals of equipment	(747)	(1,255)
Deferred income taxes	106	60
Interest on note receivable	(4)
Changes in operating assets and liabilities:
Accounts receivable	151	(3,801)
Inventories	472	46
Other operating assets	(123)	(598)
Accounts payable	(3,064)	(30)
Other operating liabilities	(22,206)	(24,509)
Net cash used in operating activities	(5,304)	(12,750)
Cash flows from investing activities:
Medical equipment purchases	(17,476)	(14,209)
Property and office equipment purchases	(1,063)	(1,057)
Proceeds from disposition of property and equipment	1,402	5,328
Acquisition and refund of escrow	3,691
Net cash used in investing activities	(13,446)	(9,938)
Cash flows from financing activities:
Proceeds under senior secured credit facility	70,029	60,200
Payments under senior secured credit facility	(43,492)	(34,200)
Payments of principal under capital lease obligations	(1,667)	(1,512)
Payment of deferred financing costs		(97)
Holdback payment related to acquisition		(500)
Distributions to noncontrolling interests	(77)	(120)
Dividend and equity distribution payments		(24)
Proceed from exercise of parent company stock options	22	7
Change in book overdrafts	(6,065)	(1,066)
Net cash provided by financing activities	18,750	22,688
Consolidating Adjustments
Cash flows from operating activities:
Consolidated net (loss) income	(414)	(367)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in earnings of subsidiary	414	367
Changes in operating assets and liabilities:
Due from affiliates	2,279	2,285
Net cash used in operating activities	2,279	2,285
Cash flows from financing activities:
Due to affiliates	(2,279)	(2,285)
Net cash provided by financing activities	(2,279)	(2,285)
Parent Issuer UHS
Cash flows from operating activities:
Consolidated net (loss) income	(1,890)	(4,640)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	15,899	16,160
Amortization of intangibles, deferred financing costs and bond premium	1,867	2,209
Equity in earnings of subsidiary	(414)	(367)
Provision for doubtful accounts	228	56
Provision for inventory obsolescence	23	111
Non-cash share-based compensation expense	638	757
Gain on sales and disposals of equipment	(712)	(1,286)
Deferred income taxes	308	408
Interest on note receivable	(4)
Changes in operating assets and liabilities:
Accounts receivable	(1,164)	(4,072)
Due from affiliates	(2,279)	(2,285)
Inventories	(31)	(428)
Other operating assets	168	(435)
Accounts payable	(1,768)	303
Other operating liabilities	(21,065)	(23,467)
Net cash used in operating activities	(10,196)	(16,976)
Cash flows from investing activities:
Medical equipment purchases	(13,704)	(11,124)
Property and office equipment purchases	(1,004)	(1,047)
Proceeds from disposition of property and equipment	1,340	5,324
Acquisition and refund of escrow	3,691
Net cash used in investing activities	(9,677)	(6,847)
Cash flows from financing activities:
Proceeds under senior secured credit facility	70,029	60,200
Payments under senior secured credit facility	(43,492)	(34,200)
Payments of principal under capital lease obligations	(1,258)	(1,211)
Payment of deferred financing costs		(97)
Dividend and equity distribution payments		(24)
Proceed from exercise of parent company stock options	22	7
Change in book overdrafts	(5,428)	(852)
Net cash provided by financing activities	19,873	23,823
Subsidiary Guarantor
Cash flows from operating activities:
Consolidated net (loss) income	414	367
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,995	1,762
Amortization of intangibles, deferred financing costs and bond premium	1,240	853
Provision for doubtful accounts	(8)	36
Provision for inventory obsolescence	(1)	33
Non-cash share-based compensation expense	120
Gain on sales and disposals of equipment	(35)	31
Deferred income taxes	(202)	(348)
Changes in operating assets and liabilities:
Accounts receivable	1,315	271
Inventories	503	474
Other operating assets	(291)	(163)
Accounts payable	(1,296)	(333)
Other operating liabilities	(1,141)	(1,042)
Net cash used in operating activities	2,613	1,941
Cash flows from investing activities:
Medical equipment purchases	(3,772)	(3,085)
Property and office equipment purchases	(59)	(10)
Proceeds from disposition of property and equipment	62	4
Net cash used in investing activities	(3,769)	(3,091)
Cash flows from financing activities:
Payments of principal under capital lease obligations	(409)	(301)
Holdback payment related to acquisition		(500)
Distributions to noncontrolling interests	(77)	(120)
Due to affiliates	2,279	2,285
Change in book overdrafts	(637)	(214)
Net cash provided by financing activities	$ 1,156	$ 1,150

Restructuring (Details)

Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Restructuring Reserve [Roll Forward]
Restructuring liability		$ 2,000	$ 100	$ 2,400
Restructuring	$ 0	0
Payments for Restructuring	$ 100	$ 400

Concentration (Details)

Concentration (Details) - Customer concentration - item	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Concentration
Number of major customers	1	1
Total revenue
Concentration
Concentration risk (as a percent)	15.00%	17.00%

Subsequent Event (Details)

Subsequent Event (Details) - Subsequent event - Surgical laser equipment service provider $ in Millions	Apr. 28, 2017USD ($)
Subsequent event
Total purchase price	$ 6.2
Potential earnout	$ 0.3