Agiliti Health (UHOS) 10-Q 14 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 14, 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	Jun. 30, 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	Q2

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Accounts receivable, less allowance for doubtful accounts of $1,215 at June 30, 2017 and $1,530 at December 31, 2016	$ 84,033	$ 84,264
Inventories	10,518	11,085
Other current assets	7,272	11,098
Total current assets	101,823	106,447
Property and equipment:
Medical equipment	618,808	618,052
Property and office equipment	97,904	94,846
Accumulated depreciation	(524,054)	(504,249)
Total property and equipment, net	192,658	208,649
Other long-term assets:
Goodwill	346,124	343,766
Other intangibles, net	155,300	157,371
Other	3,172	1,890
Total assets	799,077	818,123
Current liabilities:
Current portion of long-term debt	4,963	5,454
Book overdrafts	6,135	10,700
Accounts payable	24,183	38,819
Accrued compensation	15,741	19,906
Accrued interest	18,639	18,696
Other accrued expenses	17,349	16,676
Total current liabilities	87,010	110,251
Long-term debt, less current portion	705,819	701,863
Pension and other long-term liabilities	12,777	12,277
Deferred income taxes, net	53,421	53,217
Commitments and contingencies (Note 9)
Deficit
Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding at June 30, 2017 and December 31, 2016
Additional paid-in capital	248,466	244,986
Accumulated deficit	(301,179)	(296,826)
Accumulated other comprehensive loss	(7,455)	(7,826)
Total Universal Hospital Services, Inc. deficit	(60,168)	(59,666)
Noncontrolling interest	218	181
Total deficit	(59,950)	(59,485)	$ (52,653)	$ (49,158)
Total liabilities and deficit	$ 799,077	$ 818,123

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 1,215	$ 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenue
Medical equipment solutions	$ 74,396	$ 74,940	$ 153,056	$ 155,170
Clinical engineering solutions	35,103	25,464	69,766	51,042
Surgical services	18,711	17,214	36,041	33,532
Total revenues	128,210	117,618	258,863	239,744
Cost of Revenue
Cost of medical equipment solutions	33,415	33,213	67,211	71,494
Cost of clinical engineering solutions	27,884	20,644	54,390	40,668
Cost of surgical services	9,966	8,956	19,422	17,722
Medical equipment depreciation	14,930	16,077	30,057	31,247
Total costs of revenues	86,195	78,890	171,080	161,131
Gross margin	42,015	38,728	87,783	78,613
Selling, general and administrative	30,814	28,798	64,955	60,095
(Gain) on settlement		(2,750)		(2,750)
Operating income	11,201	12,680	22,828	21,268
Interest expense	13,219	13,061	26,514	26,130
Loss before income taxes and noncontrolling interest	(2,018)	(381)	(3,686)	(4,862)
Provision for income taxes	275	228	497	387
Consolidated net loss	(2,293)	(609)	(4,183)	(5,249)
Net income attributable to noncontrolling interest	98	75	170	135
Net loss attributable to Universal Hospital Services, Inc.	$ (2,391)	$ (684)	$ (4,353)	$ (5,384)

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Consolidated Statements of Comprehensive Loss
Consolidated net loss	$ (2,293)	$ (609)	$ (4,183)	$ (5,249)
Other comprehensive income:
Gain on minimum pension liability, net of tax of $0	192	184	371	370
Total other comprehensive income	192	184	371	370
Comprehensive loss	(2,101)	(425)	(3,812)	(4,879)
Comprehensive income attributable to noncontrolling interest	98	75	170	135
Comprehensive loss attributable to Universal Hospital Services, Inc.	$ (2,199)	$ (500)	$ (3,982)	$ (5,014)

Consolidated Statements of Com6

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Consolidated Statements of Comprehensive Loss
Gain on minimum pension liability, tax	$ 0	$ 0	$ 0	$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Consolidated net loss	$ (4,183)	$ (5,249)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	35,664	36,614
Amortization of intangibles, deferred financing costs and bond premium	5,460	6,011
Provision for doubtful accounts	73	130
Provision for inventory obsolescence	122	86
Non-cash share-based compensation expense	1,551	1,514
Gain on sales and disposals of equipment	(1,046)	(1,863)
Deferred income taxes	204	120
Interest on note receivable	(11)	(3)
Changes in operating assets and liabilities:
Accounts receivable	158	(5,301)
Inventories	495	(80)
Other operating assets	(414)	(1,100)
Accounts payable	(3,639)	(1,338)
Other operating liabilities	(3,381)	(6,537)
Net cash provided by operating activities	31,053	23,004
Cash flows from investing activities:
Medical equipment purchases	(24,296)	(27,412)
Property and office equipment purchases	(3,309)	(2,083)
Proceeds from disposition of property and equipment	2,091	6,944
Issuance of note receivable from officer	(936)	(983)
Acquisition and refund of escrow	(1,923)
Net cash used in investing activities	(28,373)	(23,534)
Cash flows from financing activities:
Proceeds under senior secured credit facility	83,200	75,700
Payments under senior secured credit facility	(79,692)	(74,500)
Payments of principal under capital lease obligations	(3,419)	(2,944)
Payment of deferred financing costs		(97)
Holdback payment related to acquisition		(500)
Distributions to noncontrolling interests	(133)	(196)
Dividend and equity distribution payments		(24)
Proceed from exercise of parent company stock options	29	66
Contribution from Parent	1,900
Change in book overdrafts	(4,565)	3,025
Net cash (used in) provided by financing activities	(2,680)	530
Net change in cash and cash equivalents	0	0
Supplemental cash flow information:
Interest paid	26,345	25,926
Income taxes paid	533	533
Non-cash activities:
Medical equipment purchases included in accounts payable (at end of period)	4,493	7,546
Capital lease additions	$ 3,179	$ 3,484

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 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 June 30, 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 June 30, 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 11, 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	6 Months Ended
	Jun. 30, 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 was effective for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption was 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 was effective for annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption was 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. In May 2017, the FASB issued ASU No. 2017-09 Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”). ASU 2017-09 clarifies what constitutes a modification of a share-based payment award. 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.

Acquisition

Acquisition	6 Months Ended
	Jun. 30, 2017
Acquisition
Acquisition	3. Acquisition On April 28, 2017, we completed the acquisition of certain assets of a surgical laser equipment service provider for total consideration of approximately $6.3 million. The consideration consisted of $5.6 million of cash paid at closing and $0.7 million of holdback and earnout. The acquisition was funded from our senior secured credit facility. The results of the acquired company’s operations have been included in the consolidated financial statements since that date. The following summarized the fair value of assets acquired and liabilities assumed at the date of acquisition within our consolidated balance sheet: (in thousands) Inventories $ 50 Property and equipment 931 Goodwill 2,144 Intangible assets 3,192 Accrued compensation (14) Total purchase price $ 6,303

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2017
Fair Value Measurements
Fair Value Measurements	4. 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 8, Long-Term Debt) as of June 30, 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: June 30, 2017 December 31, 2016 Carrying Fair Carrying Fair (in thousands) Value Value Value Value Original notes - 7.625% (1) $ 421,148 $ 432,969 $ 420,523 $ 420,750 Add-on notes - 7.625% (2) 225,056 224,125 225,743 217,800 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $3.9 and $4.5 million as of June 30, 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 $1.6 and $1.9 million as of June 30, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $6.7 and $7.6 million as of June 30, 2017 and December 31, 2016, respectively.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Jun. 30, 2017
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	5. Goodwill and Other Intangible Assets Our goodwill as of June 30, 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 2,144 2,358 Balance at June 30, 2017 $ 227,486 $ 63,040 $ 55,598 $ 346,124 Our other intangible assets as of June 30, 2017 and December 31, 2016 consist of the following: June 30, 2017 December 31, 2016 Accumulated Accumulated (in thousands) Cost Amortization Impairment Net Cost Amortization Impairment Net Finite-life intangibles Customer relationship $ 125,031 $ (101,942) $ — $ 23,089 $ 122,109 $ (97,704) $ — $ 24,405 Supply agreement 26,000 (26,000) — — 26,000 (25,274) — 726 Non-compete agreements 2,028 (1,016) — 1,012 1,758 (856) — 902 Trade names 238 (139) — 99 238 — — 238 Total finite-life intangibles 153,297 (129,097) — 24,200 150,105 (123,834) — 26,271 Indefinite-life intangibles Trade names 166,000 — (34,900) 131,100 166,000 — (34,900) 131,100 Total intangible assets $ 319,297 $ (129,097) $ (34,900) $ 155,300 $ 316,105 $ (123,834) $ (34,900) $ 157,371 Total amortization expense related to intangible assets were $2.3 and $2.8 million for the three months ended June 30, 2017 and 2016, respectively, and $5.3 and $5.8 million for the six months ended June 30, 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 $ 4,241 2018 7,500 2019 4,911 2020 2,671 2021 2,011 2022 1,283

Deficit

Deficit	6 Months Ended
	Jun. 30, 2017
Deficit
Deficit	6. Deficit The following tables represent changes in deficit that are attributable to our shareholders and noncontrolling interests for the six month periods ended June 30, 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 — (4,353) — 170 (4,183) Other comprehensive income — — 371 — 371 Contribution from Parent 1,900 — — — 1,900 Share-based compensation 1,551 — — — 1,551 Stock options exercised 29 — — — 29 Cash distributions to noncontrolling interests — — — (133) (133) Balance at June 30, 2017 $ 248,466 $ (301,179) $ (7,455) $ 218 $ (59,950) 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 — (5,384) — 135 (5,249) Other comprehensive income — — 370 — 370 Share-based compensation 1,514 — — — 1,514 Stock options exercised 66 — — — 66 Cash distributions to noncontrolling interests — — — (196) (196) Balance at June 30, 2016 $ 243,413 $ (288,450) $ (7,795) $ 179 $ (52,653)

Share-Based Compensation

Share-Based Compensation	6 Months Ended
	Jun. 30, 2017
Share-Based Compensation
Share-Based Compensation	7. Share-Based Compensation During the six months ended June 30, 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 723 1.19 Exercised (41) 0.71 $ 20 Forfeited or expired (378) 0.79 Outstanding at June 30, 2017 37,277 $ 0.78 $ 15,428 7.4 Exercisable at June 30, 2017 17,764 $ 0.73 $ 8,143 7.4 Remaining authorized options available for issue 6,245 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 six months ended June 30, 2017 and 2016 under the Black-Scholes model. Six Months Ended June 30, 2017 2016 Risk-free interest rate 1.62 % 1.50 % Expected volatility 29.0 % 30.9 % Dividend yield N/A N/A Expected option life (years) 4.62 5.83 Black-Scholes Value of options $ 0.32 $ 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 June 30, 2017, unearned non-cash share-based compensation that we expect to recognize as expense over a weighted average period of 1.8 years totals approximately $4.7 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 June 30, 2017 and 2016, respectively, and $0.6 million and $0.6 million for the six months ended June 30, 2017 and 2016, respectively. Although Parent grants stock options and restricted stock units, the Company recognizes compensation cost, primarily included 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	6 Months Ended
	Jun. 30, 2017
Long-Term Debt
Long-Term Debt	8. Long-Term Debt Long-term debt consists of the following: June 30, December 31, (in thousands) 2017 2016 Original notes - 7.625% (1) $ 421,148 $ 420,523 Add-on notes - 7.625% (2) 225,056 225,743 Senior secured credit facility (3) 47,684 43,917 Capital lease obligations 16,894 17,134 710,782 707,317 Less: Current portion of long-term debt (4,963) (5,454) Total long-term debt $ 705,819 $ 701,863 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $3.9 and $4.5 million as of June 30, 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 $1.6 and $1.9 million as of June 30, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $6.7 and $7.6 million as of June 30, 2017 and December 31, 2016, respectively. (3) The carrying value of the Senior secured credit facility is net of unamortized deferred financing costs of $1.5 and $1.8 million as of June 30, 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 (a) 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 (b) 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, Surgical Services and RES, 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 the 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 June 30, 2017, we had $110.5 million of availability under the senior secured credit facility based on a borrowing base of $164.6 million less borrowings of $49.2 million and after giving effect to $4.9 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 June 30, 2017, we had $49.2 million of borrowings outstanding of which $10.0 million was accruing interest at a rate of 2.9738%, $35.0 million was accruing interest at a rate of 2.9594% and $4.2 million was accruing interest at a rate of 5.00%. 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 RES, 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	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies.
Commitments and Contingencies	9. 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. In May 2016, the Company entered into an amendment to an agreement with a supplier. Between the original agreement and this amendment, certain end users described in the original agreement have entered into a direct agreement with the supplier or have elected to participate in a group purchasing organization agreement with the supplier. As a result, the supplier agreed to make a payment of $2.75 million to the Company. The Company recorded a net gain of $2.75 million related to this settlement which is reflected as a Gain on settlement in the Consolidated Statements of Operations during the six month periods ended June 30, 2016. 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	6 Months Ended
	Jun. 30, 2017
Related Party Transactions
Related Party Transactions	10. 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 $0.3 and $0.2 million for the three month periods ended June 30, 2017 and 2016, respectively, and $0.5 and $0.4 million for the six month periods ended June 30, 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 promissory note agreements with the officer dated April 13, 2016 for a total amount of $1.0 million and dated April 13, 2017 for a total amount of $0.9 million which are included in other long-term assets in the Consolidated Balance Sheets. These note receivables bear annual interest at 1.45%-2.12%. The principal and accrued interest of these notes are 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 these notes was $0.007 and $0.003 million for the three month periods ended June 30, 2017 and 2016, respectively, and $0.011 and $0.003 million for the six month periods ended June 30, 2017 and 2016, respectively. On May 31, 2017, Parent sold an aggregate of 1,596,640 unregistered shares of its common stock to certain of our executive officers for an aggregate purchase price of $1,900,000. These shares are subject to the restrictions set forth in UHS Holdco, Inc.’s Securityholders Agreement, dated as of May 31, 2007 (as amended). The sales of the above securities were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(2) of the Securities Act. The purchasers of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. Proceeds from sale of the securities were contributed from Parent to the Company and used for general operating purposes and the repayment of outstanding debt obligations.

Limited Liability Companies

Limited Liability Companies	6 Months Ended
	Jun. 30, 2017
Limited Liability Companies.
Limited Liability Companies	11. 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 June 30, 2017, the LLCs had approximately $0.9 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 June 30, 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	6 Months Ended
	Jun. 30, 2017
Segment Information
Segment Information	12. 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Revenues $ 74,396 $ 74,940 $ 153,056 $ 155,170 Cost of revenue 33,415 33,213 67,211 71,494 Medical equipment depreciation 13,201 14,628 26,745 28,381 Gross margin $ 27,780 $ 27,099 $ 59,100 $ 55,295 Clinical Engineering Solutions (in thousands) Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Revenues $ 35,103 $ 25,464 $ 69,766 $ 51,042 Cost of revenue 27,884 20,644 54,390 40,668 Gross margin $ 7,219 $ 4,820 $ 15,376 $ 10,374 Surgical Services (in thousands) Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Revenues $ 18,711 $ 17,214 $ 36,041 $ 33,532 Cost of revenue 9,966 8,956 19,422 17,722 Medical equipment depreciation 1,729 1,449 3,312 2,866 Gross margin $ 7,016 $ 6,809 $ 13,307 $ 12,944 Total Gross Margin and Reconciliation to Loss Before Income Taxes and Noncontrolling Interest (in thousands) Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Total gross margin $ 42,015 $ 38,728 $ 87,783 $ 78,613 Selling, general and administrative 30,814 28,798 64,955 60,095 (Gain) on settlement — (2,750) — (2,750) Interest expense 13,219 13,061 26,514 26,130 Loss before income taxes and noncontrolling interest $ (2,018) $ (381) $ (3,686) $ (4,862) Total Assets by Reporting Segment (in thousands) June 30, December 31, 2017 2016 Medical Equipment Solutions $ 563,068 $ 584,597 Clinical Engineering Solutions 131,321 131,537 Surgical Services 104,688 101,989 Total Company Assets $ 799,077 $ 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 Six Months Ended June 30, June 30, 2017 2016 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	6 Months Ended
	Jun. 30, 2017
Income Taxes
Income Taxes	13. 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 and six months ended June 30, 2017 primarily relates to state income taxes and tax amortization on indefinite-life intangibles. The expected tax benefit from operating loss during the three and six months ended June 30, 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 June 30, 2017, the Company had available unused federal net operating loss carryforwards of approximately $209.9 million. The net operating loss carryforwards will expire at various dates from 2018 through 2037.

Consolidating Financial Stateme

Consolidating Financial Statements	6 Months Ended
	Jun. 30, 2017
Consolidating Financial Statements
Consolidating Financial Statements	14. 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) June 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Assets Current assets: Accounts receivable, less allowance for doubtful accounts $ 72,183 $ 11,850 $ — $ 84,033 Due from affiliates 34,500 — (34,500) — Inventories 4,750 5,768 — 10,518 Other current assets 6,718 554 — 7,272 Total current assets 118,151 18,172 (34,500) 101,823 Property and equipment: Medical equipment 559,405 59,403 — 618,808 Property and office equipment 86,444 11,460 — 97,904 Accumulated depreciation (477,830) (46,224) — (524,054) Total property and equipment, net 168,019 24,639 — 192,658 Other long-term assets: Goodwill 283,141 62,983 — 346,124 Investment in subsidiary 74,010 — (74,010) — Other intangibles, net 138,212 17,088 — 155,300 Other 2,356 816 — 3,172 Total assets $ 783,889 $ 123,698 $ (108,510) $ 799,077 Liabilities and (Deficit) Equity Current liabilities: Current portion of long-term debt $ 3,530 $ 1,433 $ — $ 4,963 Book overdrafts 5,641 494 — 6,135 Due to affiliates — 34,500 (34,500) — Accounts payable 20,608 3,575 — 24,183 Accrued compensation 13,412 2,329 — 15,741 Accrued interest 18,639 — — 18,639 Other accrued expenses 15,964 1,385 — 17,349 Total current liabilities 77,794 43,716 (34,500) 87,010 Long-term debt, less current portion 702,428 3,391 — 705,819 Pension and other long-term liabilities 12,776 1 — 12,777 Deferred income taxes, net 51,044 2,377 — 53,421 Commitments and contingencies (Deficit) Equity Common stock — — — — Additional paid-in capital 248,481 76,013 (76,028) 248,466 Accumulated deficit (299,161) (2,018) — (301,179) Accumulated loss in subsidiary (2,018) — 2,018 — Accumulated other comprehensive loss (7,455) — — (7,455) Total Universal Hospital Services, Inc. (deficit) equity (60,153) 73,995 (74,010) (60,168) Noncontrolling interest — 218 — 218 Total (deficit) equity (60,153) 74,213 (74,010) (59,950) Total liabilities and (deficit) equity $ 783,889 $ 123,698 $ (108,510) $ 799,077 Universal Hospital Services, Inc. Consolidating Balance Sheets (in thousands, except share and per share information) (unaudited) December 31, 2016 Parent Subsidiary 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 June 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 74,396 $ — $ — $ 74,396 Clinical engineering solutions 30,390 4,713 — 35,103 Surgical services — 18,711 — 18,711 Total revenues 104,786 23,424 — 128,210 Cost of Revenue Cost of medical equipment solutions 33,415 — — 33,415 Cost of clinical engineering solutions 24,657 3,227 — 27,884 Cost of surgical services — 9,966 — 9,966 Medical equipment depreciation 13,201 1,729 — 14,930 Total costs of revenues 71,273 14,922 — 86,195 Gross margin 33,513 8,502 — 42,015 Selling, general and administrative 24,606 6,208 — 30,814 Operating income 8,907 2,294 — 11,201 Equity in earnings of subsidiary (929) — 929 — Interest expense 12,585 634 — 13,219 (Loss) income before income taxes and noncontrolling interest (2,749) 1,660 (929) (2,018) (Benefit) provision for income taxes (456) 731 — 275 Consolidated net (loss) income (2,293) 929 (929) (2,293) Net income attributable to noncontrolling interest — 98 — 98 Net (loss) income attributable to Universal Hospital Services, Inc. $ (2,293) $ 831 $ (929) $ (2,391) Universal Hospital Services, Inc. Consolidating Statements of Operations (in thousands) (unaudited) Three Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 74,940 $ — $ — $ 74,940 Clinical engineering solutions 25,464 — — 25,464 Surgical services — 17,214 — 17,214 Total revenues 100,404 17,214 — 117,618 Cost of Revenue Cost of medical equipment solutions 33,213 — — 33,213 Cost of clinical engineering solutions 20,644 — — 20,644 Cost of surgical services — 8,956 — 8,956 Medical equipment depreciation 14,628 1,449 — 16,077 Total costs of revenues 68,485 10,405 — 78,890 Gross margin 31,919 6,809 — 38,728 Selling, general and administrative 24,123 4,675 — 28,798 (Gain) on settlement (2,750) — — (2,750) Operating income 10,546 2,134 — 12,680 Equity in earnings of subsidiary (901) — 901 — Interest expense 12,528 533 — 13,061 (Loss) income before income taxes and noncontrolling interest (1,081) 1,601 (901) (381) (Benefit) provision for income taxes (472) 700 — 228 Consolidated net (loss) income (609) 901 (901) (609) Net income attributable to noncontrolling interest — 75 — 75 Net (loss) income attributable to Universal Hospital Services, Inc. $ (609) $ 826 $ (901) $ (684) Universal Hospital Services, Inc. Consolidating Statements of Operations (in thousands) (unaudited) Six Months Ended June 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 153,056 $ — $ — $ 153,056 Clinical engineering solutions 59,679 10,087 — 69,766 Surgical services — 36,041 — 36,041 Total revenues 212,735 46,128 — 258,863 Cost of Revenue Cost of medical equipment solutions 67,211 — — 67,211 Cost of clinical engineering solutions 47,232 7,158 — 54,390 Cost of surgical services — 19,422 — 19,422 Medical equipment depreciation 26,745 3,312 — 30,057 Total costs of revenues 141,188 29,892 — 171,080 Gross margin 71,547 16,236 — 87,783 Selling, general and administrative 52,327 12,628 — 64,955 Operating income 19,220 3,608 — 22,828 Equity in earnings of subsidiary (1,342) — 1,342 — Interest expense 25,334 1,180 — 26,514 (Loss) income before income taxes and noncontrolling interest (4,772) 2,428 (1,342) (3,686) (Benefit) provision for income taxes (589) 1,086 — 497 Consolidated net (loss) income (4,183) 1,342 (1,342) (4,183) Net income attributable to noncontrolling interest — 170 — 170 Net (loss) income attributable to Universal Hospital Services, Inc. $ (4,183) $ 1,172 $ (1,342) $ (4,353) Universal Hospital Services, Inc. Consolidating Statements of Operations (in thousands) (unaudited) Six Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 155,170 $ — $ — $ 155,170 Clinical engineering solutions 51,042 — — 51,042 Surgical services — 33,532 — 33,532 Total revenues 206,212 33,532 — 239,744 Cost of Revenue Cost of medical equipment solutions 71,494 — — 71,494 Cost of clinical engineering solutions 40,668 — — 40,668 Cost of surgical services — 17,722 — 17,722 Medical equipment depreciation 28,381 2,866 — 31,247 Total costs of revenues 140,543 20,588 — 161,131 Gross margin 65,669 12,944 — 78,613 Selling, general and administrative 50,459 9,636 — 60,095 (Gain) on settlement (2,750) — — (2,750) Operating income 17,960 3,308 — 21,268 Equity in earnings of subsidiary (1,268) — 1,268 — Interest expense 25,053 1,077 — 26,130 (Loss) income before income taxes and noncontrolling interest (5,825) 2,231 (1,268) (4,862) (Benefit) provision for income taxes (576) 963 — 387 Consolidated net (loss) income (5,249) 1,268 (1,268) (5,249) Net income attributable to noncontrolling interest — 135 — 135 Net (loss) income attributable to Universal Hospital Services, Inc. $ (5,249) $ 1,133 $ (1,268) $ (5,384) Universal Hospital Services, Inc. Consolidating Statements of Comprehensive Income (Loss) (in thousands) (unaudited) Three Months Ended June 30, 2017  Six Months Ended June 30, 2017 Parent Subsidiary Parent Subsidiary Issuer Guarantors Consolidating Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated   UHS SS & RES Adjustments Consolidated Consolidated net (loss) income $ (2,293) $ 929 $ (929) $ (2,293) $ (4,183) $ 1,342 $ (1,342) $ (4,183) Other comprehensive income: Gain on minimum pension liability, net of tax 192 — — 192 371 — — 371 Total other comprehensive income 192 — — 192 371 — — 371 Comprehensive (loss) income (2,101) 929 (929) (2,101) (3,812) 1,342 (1,342) (3,812) Comprehensive income attributable to noncontrolling interest — 98 — 98 — 170 — 170 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (2,101) $ 831 $ (929) $ (2,199) $ (3,812) $ 1,172 $ (1,342) $ (3,982) Three Months Ended June 30, 2016  Six Months Ended June 30, 2016 Parent Subsidiary Parent Subsidiary Issuer Guarantor Consolidating Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated UHS Surgical Services Adjustments Consolidated Consolidated net (loss) income $ (609) $ 901 $ (901) $ (609) $ (5,249) $ 1,268 $ (1,268) $ (5,249) Other comprehensive income: Gain on minimum pension liability, net of tax 184 — — 184 370 — — 370 Total other comprehensive income 184 — — 184 370 — — 370 Comprehensive (loss) income (425) 901 (901) (425) (4,879) 1,268 (1,268) (4,879) Comprehensive income attributable to noncontrolling interest — 75 — 75 — 135 — 135 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (425) $ 826 $ (901) $ (500) $ (4,879) $ 1,133 $ (1,268) $ (5,014) Universal Hospital Services, Inc. Consolidating Statements of Cash Flows (in thousands) (unaudited) Six Months Ended June 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (4,183) $ 1,342 $ (1,342) $ (4,183) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 31,538 4,126 — 35,664 Amortization of intangibles, deferred financing costs and bond premium 2,929 2,531 — 5,460 Equity in earnings of subsidiary (1,342) — 1,342 — Provision for doubtful accounts 85 (12) — 73 Provision for inventory obsolescence (10) 132 — 122 Non-cash share-based compensation expense 1,305 246 — 1,551 Gain on sales and disposals of equipment (992) (54) — (1,046) Deferred income taxes 788 (584) — 204 Interest on note receivable (11) — — (11) Changes in operating assets and liabilities: Accounts receivable (466) 624 — 158 Due from affiliates (5,731) — 5,731 — Inventories 14 481 — 495 Other operating assets (134) (280) — (414) Accounts payable (2,435) (1,204) — (3,639) Other operating liabilities (2,430) (951) — (3,381) Net cash provided by operating activities 18,925 6,397 5,731 31,053 Cash flows from investing activities: Medical equipment purchases (19,105) (5,191) — (24,296) Property and office equipment purchases (3,206) (103) — (3,309) Proceeds from disposition of property and equipment 2,010 81 — 2,091 Issuance of note receivable from officer (936) — — (936) Acquisition and refund of escrow 3,691 (5,614) — (1,923) Net cash used in investing activities (17,546) (10,827) — (28,373) Cash flows from financing activities: Proceeds under senior secured credit facility 83,200 — — 83,200 Payments under senior secured credit facility (79,692) — — (79,692) Payments of principal under capital lease obligations (2,623) (796) — (3,419) Distributions to noncontrolling interests — (133) — (133) Proceeds from exercise of parent company stock options 29 — — 29 Contribution from Parent 1,900 — — 1,900 Due to affiliates — 5,731 (5,731) — Change in book overdrafts (4,193) (372) — (4,565) Net cash (used in) provided by financing activities (1,379) 4,430 (5,731) (2,680) 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) Six Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (5,249) $ 1,268 $ (1,268) $ (5,249) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 33,059 3,555 — 36,614 Amortization of intangibles, deferred financing costs and bond premium 4,304 1,707 — 6,011 Equity in earnings of subsidiary (1,268) — 1,268 — Provision for doubtful accounts 72 58 — 130 Provision for inventory obsolescence 126 (40) — 86 Non-cash share-based compensation expense 1,514 — — 1,514 Gain on sales and disposals of equipment (1,903) 40 — (1,863) Deferred income taxes 799 (679) — 120 Interest on note receivable (3) — — (3) Changes in operating assets and liabilities: Accounts receivable (5,110) (191) — (5,301) Due from affiliates (1,380) — 1,380 — Inventories (859) 779 — (80) Other operating assets (722) (378) — (1,100) Accounts payable (522) (816) — (1,338) Other operating liabilities (6,254) (283) — (6,537) Net cash provided by operating activities 16,604 5,020 1,380 23,004 Cash flows from investing activities: Medical equipment purchases (22,647) (4,765) — (27,412) Property and office equipment purchases (2,070) (13) — (2,083) Proceeds from disposition of property and equipment 6,940 4 — 6,944 Issuance of note receivable from officer (983) — — (983) Net cash used in investing activities (18,760) (4,774) — (23,534) Cash flows from financing activities: Proceeds under senior secured credit facility 75,700 — — 75,700 Payments under senior secured credit facility (74,500) — — (74,500) Payments of principal under capital lease obligations (2,341) (603) — (2,944) Payments of deferred financing costs (97) — — (97) Holdback payment related to acquisition — (500) — (500) Distributions to noncontrolling interests — (196) — (196) Dividend and equity distribution payments (24) — — (24) Proceeds from exercise of parent company stock options 66 — — 66 Due to affiliates — 1,380 (1,380) — Change in book overdrafts 3,352 (327) — 3,025 Net cash provided by (used in) financing activities 2,156 (246) (1,380) 530 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	6 Months Ended
	Jun. 30, 2017
Restructuring
Restructuring	15. Restructuring We incurred no restructuring expense during the three months and six months ended June 30, 2017 and 2016. As of December 31, 2016, we had $0.1 million of restructuring liability. For the six months ended June 30, 2017, $0.1 million in restructuring charges was paid. As of December 31, 2015, we had $2.4 million of restructuring liability. For the six months ended June 30, 2016, $1.9 million in restructuring charges was paid and the remaining $0.5 million was a liability as of June 30, 2016.

Concentration

Concentration	6 Months Ended
	Jun. 30, 2017
Concentration
Concentration	16. Concentration One customer accounted for approximately 15% and 16% of total revenue for the six months ended June 30, 2017 and 2016, respectively.

Acquisition (Tables)

Acquisition (Tables)	6 Months Ended
	Jun. 30, 2017
Surgical laser equipment service provider
Acquisitions
Schedule of the fair values of the assets acquired and liabilities assumed at the acquisition date	(in thousands) Inventories $ 50 Property and equipment 931 Goodwill 2,144 Intangible assets 3,192 Accrued compensation (14) Total purchase price $ 6,303

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value Measurements
Schedule of fair value of debt instruments	June 30, 2017 December 31, 2016 Carrying Fair Carrying Fair (in thousands) Value Value Value Value Original notes - 7.625% (1) $ 421,148 $ 432,969 $ 420,523 $ 420,750 Add-on notes - 7.625% (2) 225,056 224,125 225,743 217,800 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $3.9 and $4.5 million as of June 30, 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 $1.6 and $1.9 million as of June 30, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $6.7 and $7.6 million as of June 30, 2017 and December 31, 2016, respectively.

Goodwill and Other Intangible26

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 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 2,144 2,358 Balance at June 30, 2017 $ 227,486 $ 63,040 $ 55,598 $ 346,124
Schedule of other intangible assets	June 30, 2017 December 31, 2016 Accumulated Accumulated (in thousands) Cost Amortization Impairment Net Cost Amortization Impairment Net Finite-life intangibles Customer relationship $ 125,031 $ (101,942) $ — $ 23,089 $ 122,109 $ (97,704) $ — $ 24,405 Supply agreement 26,000 (26,000) — — 26,000 (25,274) — 726 Non-compete agreements 2,028 (1,016) — 1,012 1,758 (856) — 902 Trade names 238 (139) — 99 238 — — 238 Total finite-life intangibles 153,297 (129,097) — 24,200 150,105 (123,834) — 26,271 Indefinite-life intangibles Trade names 166,000 — (34,900) 131,100 166,000 — (34,900) 131,100 Total intangible assets $ 319,297 $ (129,097) $ (34,900) $ 155,300 $ 316,105 $ (123,834) $ (34,900) $ 157,371
Schedule of estimated future amortization expense for identifiable intangible assets	(in thousands) Remainder of 2017 $ 4,241 2018 7,500 2019 4,911 2020 2,671 2021 2,011 2022 1,283

Deficit (Tables)

Deficit (Tables)	6 Months Ended
	Jun. 30, 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 — (4,353) — 170 (4,183) Other comprehensive income — — 371 — 371 Contribution from Parent 1,900 — — — 1,900 Share-based compensation 1,551 — — — 1,551 Stock options exercised 29 — — — 29 Cash distributions to noncontrolling interests — — — (133) (133) Balance at June 30, 2017 $ 248,466 $ (301,179) $ (7,455) $ 218 $ (59,950) 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 — (5,384) — 135 (5,249) Other comprehensive income — — 370 — 370 Share-based compensation 1,514 — — — 1,514 Stock options exercised 66 — — — 66 Cash distributions to noncontrolling interests — — — (196) (196) Balance at June 30, 2016 $ 243,413 $ (288,450) $ (7,795) $ 179 $ (52,653)

Share-Based Compensation (Table

Share-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 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 723 1.19 Exercised (41) 0.71 $ 20 Forfeited or expired (378) 0.79 Outstanding at June 30, 2017 37,277 $ 0.78 $ 15,428 7.4 Exercisable at June 30, 2017 17,764 $ 0.73 $ 8,143 7.4 Remaining authorized options available for issue 6,245
Schedule of assumptions used in determining the fair value of stock options granted under the Black-Scholes model	Six Months Ended June 30, 2017 2016 Risk-free interest rate 1.62 % 1.50 % Expected volatility 29.0 % 30.9 % Dividend yield N/A N/A Expected option life (years) 4.62 5.83 Black-Scholes Value of options $ 0.32 $ 0.33

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Long-Term Debt
Schedule of long-term debt	June 30, December 31, (in thousands) 2017 2016 Original notes - 7.625% (1) $ 421,148 $ 420,523 Add-on notes - 7.625% (2) 225,056 225,743 Senior secured credit facility (3) 47,684 43,917 Capital lease obligations 16,894 17,134 710,782 707,317 Less: Current portion of long-term debt (4,963) (5,454) Total long-term debt $ 705,819 $ 701,863 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $3.9 and $4.5 million as of June 30, 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 $1.6 and $1.9 million as of June 30, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $6.7 and $7.6 million as of June 30, 2017 and December 31, 2016, respectively. The carrying value of the Senior secured credit facility is net of unamortized deferred financing costs of $1.5 and $1.8 million as of June 30, 2017 and December 31, 2016, respectively.

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2017
Segment Information
Schedule of the total gross margin and reconciliation to loss before income taxes and noncontrolling interest (in thousands)	Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Total gross margin $ 42,015 $ 38,728 $ 87,783 $ 78,613 Selling, general and administrative 30,814 28,798 64,955 60,095 (Gain) on settlement — (2,750) — (2,750) Interest expense 13,219 13,061 26,514 26,130 Loss before income taxes and noncontrolling interest $ (2,018) $ (381) $ (3,686) $ (4,862)
Schedule of total assets by reporting segment (in thousands)	June 30, December 31, 2017 2016 Medical Equipment Solutions $ 563,068 $ 584,597 Clinical Engineering Solutions 131,321 131,537 Surgical Services 104,688 101,989 Total Company Assets $ 799,077 $ 818,123
Schedule of percentage of revenue for each group of similar products sold or services provided in segments	Three Months Ended Six Months Ended June 30, June 30, 2017 2016 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Revenues $ 74,396 $ 74,940 $ 153,056 $ 155,170 Cost of revenue 33,415 33,213 67,211 71,494 Medical equipment depreciation 13,201 14,628 26,745 28,381 Gross margin $ 27,780 $ 27,099 $ 59,100 $ 55,295
Clinical Engineering Solutions
Segment Information
Schedule of operating information of segments (in thousands)	Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Revenues $ 35,103 $ 25,464 $ 69,766 $ 51,042 Cost of revenue 27,884 20,644 54,390 40,668 Gross margin $ 7,219 $ 4,820 $ 15,376 $ 10,374
Surgical Services
Segment Information
Schedule of operating information of segments (in thousands)	Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Revenues $ 18,711 $ 17,214 $ 36,041 $ 33,532 Cost of revenue 9,966 8,956 19,422 17,722 Medical equipment depreciation 1,729 1,449 3,312 2,866 Gross margin $ 7,016 $ 6,809 $ 13,307 $ 12,944

Consolidating Financial State31

Consolidating Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2017
Consolidating Financial Statements
Schedule of Consolidating Balance Sheets	June 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Assets Current assets: Accounts receivable, less allowance for doubtful accounts $ 72,183 $ 11,850 $ — $ 84,033 Due from affiliates 34,500 — (34,500) — Inventories 4,750 5,768 — 10,518 Other current assets 6,718 554 — 7,272 Total current assets 118,151 18,172 (34,500) 101,823 Property and equipment: Medical equipment 559,405 59,403 — 618,808 Property and office equipment 86,444 11,460 — 97,904 Accumulated depreciation (477,830) (46,224) — (524,054) Total property and equipment, net 168,019 24,639 — 192,658 Other long-term assets: Goodwill 283,141 62,983 — 346,124 Investment in subsidiary 74,010 — (74,010) — Other intangibles, net 138,212 17,088 — 155,300 Other 2,356 816 — 3,172 Total assets $ 783,889 $ 123,698 $ (108,510) $ 799,077 Liabilities and (Deficit) Equity Current liabilities: Current portion of long-term debt $ 3,530 $ 1,433 $ — $ 4,963 Book overdrafts 5,641 494 — 6,135 Due to affiliates — 34,500 (34,500) — Accounts payable 20,608 3,575 — 24,183 Accrued compensation 13,412 2,329 — 15,741 Accrued interest 18,639 — — 18,639 Other accrued expenses 15,964 1,385 — 17,349 Total current liabilities 77,794 43,716 (34,500) 87,010 Long-term debt, less current portion 702,428 3,391 — 705,819 Pension and other long-term liabilities 12,776 1 — 12,777 Deferred income taxes, net 51,044 2,377 — 53,421 Commitments and contingencies (Deficit) Equity Common stock — — — — Additional paid-in capital 248,481 76,013 (76,028) 248,466 Accumulated deficit (299,161) (2,018) — (301,179) Accumulated loss in subsidiary (2,018) — 2,018 — Accumulated other comprehensive loss (7,455) — — (7,455) Total Universal Hospital Services, Inc. (deficit) equity (60,153) 73,995 (74,010) (60,168) Noncontrolling interest — 218 — 218 Total (deficit) equity (60,153) 74,213 (74,010) (59,950) Total liabilities and (deficit) equity $ 783,889 $ 123,698 $ (108,510) $ 799,077 December 31, 2016 Parent Subsidiary 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 June 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 74,396 $ — $ — $ 74,396 Clinical engineering solutions 30,390 4,713 — 35,103 Surgical services — 18,711 — 18,711 Total revenues 104,786 23,424 — 128,210 Cost of Revenue Cost of medical equipment solutions 33,415 — — 33,415 Cost of clinical engineering solutions 24,657 3,227 — 27,884 Cost of surgical services — 9,966 — 9,966 Medical equipment depreciation 13,201 1,729 — 14,930 Total costs of revenues 71,273 14,922 — 86,195 Gross margin 33,513 8,502 — 42,015 Selling, general and administrative 24,606 6,208 — 30,814 Operating income 8,907 2,294 — 11,201 Equity in earnings of subsidiary (929) — 929 — Interest expense 12,585 634 — 13,219 (Loss) income before income taxes and noncontrolling interest (2,749) 1,660 (929) (2,018) (Benefit) provision for income taxes (456) 731 — 275 Consolidated net (loss) income (2,293) 929 (929) (2,293) Net income attributable to noncontrolling interest — 98 — 98 Net (loss) income attributable to Universal Hospital Services, Inc. $ (2,293) $ 831 $ (929) $ (2,391) Three Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 74,940 $ — $ — $ 74,940 Clinical engineering solutions 25,464 — — 25,464 Surgical services — 17,214 — 17,214 Total revenues 100,404 17,214 — 117,618 Cost of Revenue Cost of medical equipment solutions 33,213 — — 33,213 Cost of clinical engineering solutions 20,644 — — 20,644 Cost of surgical services — 8,956 — 8,956 Medical equipment depreciation 14,628 1,449 — 16,077 Total costs of revenues 68,485 10,405 — 78,890 Gross margin 31,919 6,809 — 38,728 Selling, general and administrative 24,123 4,675 — 28,798 (Gain) on settlement (2,750) — — (2,750) Operating income 10,546 2,134 — 12,680 Equity in earnings of subsidiary (901) — 901 — Interest expense 12,528 533 — 13,061 (Loss) income before income taxes and noncontrolling interest (1,081) 1,601 (901) (381) (Benefit) provision for income taxes (472) 700 — 228 Consolidated net (loss) income (609) 901 (901) (609) Net income attributable to noncontrolling interest — 75 — 75 Net (loss) income attributable to Universal Hospital Services, Inc. $ (609) $ 826 $ (901) $ (684) Six Months Ended June 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 153,056 $ — $ — $ 153,056 Clinical engineering solutions 59,679 10,087 — 69,766 Surgical services — 36,041 — 36,041 Total revenues 212,735 46,128 — 258,863 Cost of Revenue Cost of medical equipment solutions 67,211 — — 67,211 Cost of clinical engineering solutions 47,232 7,158 — 54,390 Cost of surgical services — 19,422 — 19,422 Medical equipment depreciation 26,745 3,312 — 30,057 Total costs of revenues 141,188 29,892 — 171,080 Gross margin 71,547 16,236 — 87,783 Selling, general and administrative 52,327 12,628 — 64,955 Operating income 19,220 3,608 — 22,828 Equity in earnings of subsidiary (1,342) — 1,342 — Interest expense 25,334 1,180 — 26,514 (Loss) income before income taxes and noncontrolling interest (4,772) 2,428 (1,342) (3,686) (Benefit) provision for income taxes (589) 1,086 — 497 Consolidated net (loss) income (4,183) 1,342 (1,342) (4,183) Net income attributable to noncontrolling interest — 170 — 170 Net (loss) income attributable to Universal Hospital Services, Inc. $ (4,183) $ 1,172 $ (1,342) $ (4,353) Six Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 155,170 $ — $ — $ 155,170 Clinical engineering solutions 51,042 — — 51,042 Surgical services — 33,532 — 33,532 Total revenues 206,212 33,532 — 239,744 Cost of Revenue Cost of medical equipment solutions 71,494 — — 71,494 Cost of clinical engineering solutions 40,668 — — 40,668 Cost of surgical services — 17,722 — 17,722 Medical equipment depreciation 28,381 2,866 — 31,247 Total costs of revenues 140,543 20,588 — 161,131 Gross margin 65,669 12,944 — 78,613 Selling, general and administrative 50,459 9,636 — 60,095 (Gain) on settlement (2,750) — — (2,750) Operating income 17,960 3,308 — 21,268 Equity in earnings of subsidiary (1,268) — 1,268 — Interest expense 25,053 1,077 — 26,130 (Loss) income before income taxes and noncontrolling interest (5,825) 2,231 (1,268) (4,862) (Benefit) provision for income taxes (576) 963 — 387 Consolidated net (loss) income (5,249) 1,268 (1,268) (5,249) Net income attributable to noncontrolling interest — 135 — 135 Net (loss) income attributable to Universal Hospital Services, Inc. $ (5,249) $ 1,133 $ (1,268) $ (5,384)
Schedule of Consolidating Statements of Comprehensive Income (Loss)	Three Months Ended June 30, 2017  Six Months Ended June 30, 2017 Parent Subsidiary Parent Subsidiary Issuer Guarantors Consolidating Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated   UHS SS & RES Adjustments Consolidated Consolidated net (loss) income $ (2,293) $ 929 $ (929) $ (2,293) $ (4,183) $ 1,342 $ (1,342) $ (4,183) Other comprehensive income: Gain on minimum pension liability, net of tax 192 — — 192 371 — — 371 Total other comprehensive income 192 — — 192 371 — — 371 Comprehensive (loss) income (2,101) 929 (929) (2,101) (3,812) 1,342 (1,342) (3,812) Comprehensive income attributable to noncontrolling interest — 98 — 98 — 170 — 170 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (2,101) $ 831 $ (929) $ (2,199) $ (3,812) $ 1,172 $ (1,342) $ (3,982) Three Months Ended June 30, 2016  Six Months Ended June 30, 2016 Parent Subsidiary Parent Subsidiary Issuer Guarantor Consolidating Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated UHS Surgical Services Adjustments Consolidated Consolidated net (loss) income $ (609) $ 901 $ (901) $ (609) $ (5,249) $ 1,268 $ (1,268) $ (5,249) Other comprehensive income: Gain on minimum pension liability, net of tax 184 — — 184 370 — — 370 Total other comprehensive income 184 — — 184 370 — — 370 Comprehensive (loss) income (425) 901 (901) (425) (4,879) 1,268 (1,268) (4,879) Comprehensive income attributable to noncontrolling interest — 75 — 75 — 135 — 135 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (425) $ 826 $ (901) $ (500) $ (4,879) $ 1,133 $ (1,268) $ (5,014)
Schedule of Consolidating Statements of Cash Flows	Six Months Ended June 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (4,183) $ 1,342 $ (1,342) $ (4,183) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 31,538 4,126 — 35,664 Amortization of intangibles, deferred financing costs and bond premium 2,929 2,531 — 5,460 Equity in earnings of subsidiary (1,342) — 1,342 — Provision for doubtful accounts 85 (12) — 73 Provision for inventory obsolescence (10) 132 — 122 Non-cash share-based compensation expense 1,305 246 — 1,551 Gain on sales and disposals of equipment (992) (54) — (1,046) Deferred income taxes 788 (584) — 204 Interest on note receivable (11) — — (11) Changes in operating assets and liabilities: Accounts receivable (466) 624 — 158 Due from affiliates (5,731) — 5,731 — Inventories 14 481 — 495 Other operating assets (134) (280) — (414) Accounts payable (2,435) (1,204) — (3,639) Other operating liabilities (2,430) (951) — (3,381) Net cash provided by operating activities 18,925 6,397 5,731 31,053 Cash flows from investing activities: Medical equipment purchases (19,105) (5,191) — (24,296) Property and office equipment purchases (3,206) (103) — (3,309) Proceeds from disposition of property and equipment 2,010 81 — 2,091 Issuance of note receivable from officer (936) — — (936) Acquisition and refund of escrow 3,691 (5,614) — (1,923) Net cash used in investing activities (17,546) (10,827) — (28,373) Cash flows from financing activities: Proceeds under senior secured credit facility 83,200 — — 83,200 Payments under senior secured credit facility (79,692) — — (79,692) Payments of principal under capital lease obligations (2,623) (796) — (3,419) Distributions to noncontrolling interests — (133) — (133) Proceeds from exercise of parent company stock options 29 — — 29 Contribution from Parent 1,900 — — 1,900 Due to affiliates — 5,731 (5,731) — Change in book overdrafts (4,193) (372) — (4,565) Net cash (used in) provided by financing activities (1,379) 4,430 (5,731) (2,680) 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 $ — $ — $ — $ — Six Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (5,249) $ 1,268 $ (1,268) $ (5,249) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 33,059 3,555 — 36,614 Amortization of intangibles, deferred financing costs and bond premium 4,304 1,707 — 6,011 Equity in earnings of subsidiary (1,268) — 1,268 — Provision for doubtful accounts 72 58 — 130 Provision for inventory obsolescence 126 (40) — 86 Non-cash share-based compensation expense 1,514 — — 1,514 Gain on sales and disposals of equipment (1,903) 40 — (1,863) Deferred income taxes 799 (679) — 120 Interest on note receivable (3) — — (3) Changes in operating assets and liabilities: Accounts receivable (5,110) (191) — (5,301) Due from affiliates (1,380) — 1,380 — Inventories (859) 779 — (80) Other operating assets (722) (378) — (1,100) Accounts payable (522) (816) — (1,338) Other operating liabilities (6,254) (283) — (6,537) Net cash provided by operating activities 16,604 5,020 1,380 23,004 Cash flows from investing activities: Medical equipment purchases (22,647) (4,765) — (27,412) Property and office equipment purchases (2,070) (13) — (2,083) Proceeds from disposition of property and equipment 6,940 4 — 6,944 Issuance of note receivable from officer (983) — — (983) Net cash used in investing activities (18,760) (4,774) — (23,534) Cash flows from financing activities: Proceeds under senior secured credit facility 75,700 — — 75,700 Payments under senior secured credit facility (74,500) — — (74,500) Payments of principal under capital lease obligations (2,341) (603) — (2,944) Payments of deferred financing costs (97) — — (97) Holdback payment related to acquisition — (500) — (500) Distributions to noncontrolling interests — (196) — (196) Dividend and equity distribution payments (24) — — (24) Proceeds from exercise of parent company stock options 66 — — 66 Due to affiliates — 1,380 (1,380) — Change in book overdrafts 3,352 (327) — 3,025 Net cash provided by (used in) financing activities 2,156 (246) (1,380) 530 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)	Jun. 30, 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%

Acquisition (Details)

Acquisition (Details) - USD ($) $ in Thousands	Apr. 28, 2017	Jun. 30, 2017	Dec. 31, 2016
Cost of acquired entity
Goodwill		$ 346,124	$ 343,766
Surgical laser equipment service provider
Cost of acquired entity
Total purchase price	$ 6,300
Cash paid	5,600
Holdback and earnout payment	700
Inventories	50
Property and equipment	931
Goodwill	2,144
Intangible assets	3,192
Accrued compensation	(14)
Total purchase price	$ 6,303

Fair Value Measurements - Other

Fair Value Measurements - Other Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Feb. 12, 2013	Aug. 07, 2012
Fair Value of Other Financial Instruments
Carrying value	$ 710,782	$ 707,317
Original notes - 7.625%
Fair Value of Other Financial Instruments
Carrying value	421,148	420,523
Fair Value	$ 432,969	$ 420,750
Interest rate (as a percent)	7.625%	7.625%		7.625%
Unamortized deferred financing costs	$ 3,900	$ 4,500
Add-on notes - 7.625%
Fair Value of Other Financial Instruments
Carrying value	225,056	225,743
Fair Value	$ 224,125	$ 217,800
Interest rate (as a percent)	7.625%	7.625%	7.625%
Unamortized deferred financing costs	$ 1,600	$ 1,900
Unamortized bond premium	$ 6,700	$ 7,600

Goodwill and Other Intangible35

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Goodwill
Balance at the beginning of the period			$ 343,766
Acquisitions			2,358
Balance at the end of the period	$ 346,124		346,124
Other intangible assets
Cost	153,297		153,297		$ 150,105
Accumulated Amortization	(129,097)		(129,097)		(123,834)
Total	24,200		24,200		26,271
Cost	319,297		319,297		316,105
Accumulated Impairment	(34,900)		(34,900)		(34,900)
Net	155,300		155,300		157,371
Total amortization expense	2,300	$ 2,800	5,300	$ 5,800
Trade names
Other intangible assets
Cost	166,000		166,000		166,000
Net	131,100		131,100		131,100
Accumulated Impairment	(34,900)		(34,900)		(34,900)
Customer relationship
Other intangible assets
Cost	125,031		125,031		122,109
Accumulated Amortization	(101,942)		(101,942)		(97,704)
Total	23,089		23,089		24,405
Supply agreement
Other intangible assets
Cost	26,000		26,000		26,000
Accumulated Amortization	(26,000)		(26,000)		(25,274)
Total					726
Non-compete agreements
Other intangible assets
Cost	2,028		2,028		1,758
Accumulated Amortization	(1,016)		(1,016)		(856)
Total	1,012		1,012		902
Trade names
Other intangible assets
Cost	238		238		238
Accumulated Amortization	(139)		(139)
Total	99		99		$ 238
Medical Equipment Solutions
Goodwill
Balance at the beginning of the period			227,486
Balance at the end of the period	227,486		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		63,040
Surgical Services
Goodwill
Balance at the beginning of the period			53,454
Acquisitions			2,144
Balance at the end of the period	$ 55,598		$ 55,598

Goodwill and Other Intangible36

Goodwill and Other Intangible Assets - Amortization (Details) $ in Thousands	Jun. 30, 2017USD ($)
Future estimated amortization expense
Remainder of 2017	$ 4,241
2,018	7,500
2,019	4,911
2,020	2,671
2,021	2,011
2,022	$ 1,283

Deficit (Details)

Deficit (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance			$ (59,485)	$ (49,158)
Net (loss) income	$ (2,293)	$ (609)	(4,183)	(5,249)
Other comprehensive income	192	184	371	370
Contribution from Parent			1,900
Share-based compensation			1,551	1,514
Stock option exercised			29	66
Cash distributions to noncontrolling interests			(133)	(196)
Balance	(59,950)	(52,653)	(59,950)	(52,653)
Additional Paid-in Capital
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance			244,986	241,833
Net (loss) income
Contribution from Parent			1,900
Share-based compensation			1,551	1,514
Stock option exercised			29	66
Balance	248,466	243,413	248,466	243,413
Accumulated Deficit
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance			(296,826)	(283,066)
Net (loss) income			(4,353)	(5,384)
Balance	(301,179)	(288,450)	(301,179)	(288,450)
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			371	370
Balance	(7,455)	(7,795)	(7,455)	(7,795)
Noncontrolling Interests
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance			181	240
Net (loss) income			170	135
Cash distributions to noncontrolling interests			(133)	(196)
Balance	$ 218	$ 179	$ 218	$ 179

Share-Based Compensation (Detai

Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended	12 Months Ended
	Apr. 30, 2015	Jun. 30, 2017	Dec. 31, 2016
Restricted Stock Units (RSUs)
Number of Options
Granted (in shares)	7,000,000
Parent Issuer UHS | Options
Number of Options
Outstanding at the beginning of the period (in shares)		36,973,000
Granted (in shares)		723,000
Exercised (in shares)		(41,000)
Forfeited or expired (in shares)		(378,000)
Outstanding at the end of the period (in shares)		37,277,000	36,973,000
Exercisable at the end of the period (in shares)		17,764,000
Remaining authorized options available for issue		6,245,000
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)		0.79
Outstanding at the end of the period (in dollars per share)		0.78	$ 0.77
Exercisable at the end of the period (in dollars per share)		$ 0.73
Aggregate intrinsic value
Outstanding		$ 15,428	$ 9,315
Exercisable		8,143
Exercised		$ 20
Weighted average remaining contractual term
Outstanding		7 years 4 months 24 days	7 years 9 months 18 days
Exercisable		7 years 4 months 24 days

Share-Based Compensation - Assu

Share-Based Compensation - Assumption (Details) - Parent Issuer UHS - Options - $ / shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Assumptions used in determining the fair value of stock options granted under the Black-Scholes model
Risk-free interest rate (as a percent)	1.62%	1.50%
Expected volatility (as a percent)	29.00%	30.90%
Expected option life	4 years 7 months 13 days	5 years 9 months 29 days
Black-Scholes Value of options (in dollars per share)	$ 0.32	$ 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		6 Months Ended
	Apr. 30, 2015	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock-based compensation
Share-based Compensation.				$ 1,551	$ 1,514
Unearned non-cash share-based compensation
Weighted average period for recognition of share-based compensation expense				1 year 9 months 18 days
Unearned non-cash share-based compensation expense expected to be recognized		$ 4,700		$ 4,700
Estimated forfeiture rate (as a percent)				2.00%
Compensation expense		$ 300	$ 300	$ 600	$ 600
Restricted Stock Units (RSUs)
Unearned non-cash share-based compensation
Granted (in shares)	7,000,000
Vesting period	4 years

Long-Term Debt (Details)

Long-Term Debt (Details)	6 Months Ended
	Jun. 30, 2017USD ($)item	Dec. 31, 2016USD ($)	Feb. 12, 2013USD ($)	Aug. 07, 2012USD ($)
Long-Term Debt
Long-term debt current and noncurrent	$ 710,782,000	$ 707,317,000
Less: Current portion of long-term debt	(4,963,000)	(5,454,000)
Total long-term debt	$ 705,819,000	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	$ 421,148,000	$ 420,523,000
Interest rate (as a percent)	7.625%	7.625%		7.625%
Unamortized deferred financing costs	$ 3,900,000	$ 4,500,000
Aggregate outstanding principal amount				$ 425,000,000
Add-on notes - 7.625%
Long-Term Debt
Long-term debt current and noncurrent	225,056,000	225,743,000
Unamortized bond premium	$ 6,700,000	$ 7,600,000
Interest rate (as a percent)	7.625%	7.625%	7.625%
Unamortized deferred financing costs	$ 1,600,000	$ 1,900,000
Aggregate outstanding principal amount			$ 220,000,000
Senior secured credit facility
Long-Term Debt
Long-term debt current and noncurrent	47,684,000	43,917,000
Unamortized deferred financing costs	1,500,000	1,800,000
Maximum borrowing capacity	235,000,000
Available amount	110,500,000
Borrowing base	164,600,000
Borrowing outstanding	49,200,000
Letters of credit	4,900,000
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	$ 10,000,000
Debt Instrument, Interest Rate at Period End	2.9738%
Senior secured credit facility | Interest Rate Scenario 2
Long-Term Debt
Borrowing outstanding	$ 35,000,000
Debt Instrument, Interest Rate at Period End	2.9594%
Senior secured credit facility | Interest Rate Scenario 3
Long-Term Debt
Borrowing outstanding	$ 4,200,000
Debt Instrument, Interest Rate at Period End	5.00%
Capital lease obligations
Long-Term Debt
Long-term debt current and noncurrent	$ 16,894,000	$ 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%

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2016
Commitments and Contingencies.
Gain on settlement	$ 2,750	$ 2,750

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	May 31, 2017	Apr. 13, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Apr. 13, 2017
Related Party Transaction
Interest income					$ 11,000	$ 3,000
Contribution from Parent					1,900,000
Parent Issuer UHS
Related Party Transaction
Interest income					11,000	3,000
Contribution from Parent					1,900,000
IPC | General Advisory And Management Services
Related Party Transaction
Specified amount of annual fees for ongoing advisory and management services					$ 500,000
Annual fee for ongoing advisory and management services as a percentage of adjusted EBITDA					0.75%
Amount incurred			$ 300,000	$ 200,000	$ 500,000	400,000
Executive Officer | Promissory Note Agreement
Related Party Transaction
Interest income			$ 7,000	$ 3,000	$ 11,000	$ 3,000
Executive Officer | Promissory Note Agreement | Other Noncurrent Assets
Related Party Transaction
Note receivable		$ 1,000,000					$ 900,000
Executive Officer | Promissory Note Agreement | Minimum
Related Party Transaction
Interest rate		1.45%
Executive Officer | Promissory Note Agreement | Maximum
Related Party Transaction
Interest rate		2.12%
Executive Officer | Parent Issuer UHS
Related Party Transaction
Unregistered shares sold by Parent	1,596,640
Contribution from Parent	$ 1,900,000

Limited Liability Companies (De

Limited Liability Companies (Details) - Limited Liability Companies $ in Millions	Jun. 30, 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 | $	$ 0.9

Segment Information - Reportabl

Segment Information - Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Segment Information
Revenues	$ 128,210	$ 117,618	$ 258,863	$ 239,744
Medical equipment depreciation	14,930	16,077	30,057	31,247
Gross margin	42,015	38,728	87,783	78,613
Selling, general and administrative	30,814	28,798	64,955	60,095
(Gain) on settlement		(2,750)		(2,750)
Interest expense	13,219	13,061	26,514	26,130
Loss before income taxes and noncontrolling interest	(2,018)	(381)	(3,686)	(4,862)
Assets	799,077		799,077		$ 818,123
Medical Equipment Solutions
Segment Information
Revenues	74,396	74,940	153,056	155,170
Cost of revenue	33,415	33,213	67,211	71,494
Medical equipment depreciation	13,201	14,628	26,745	28,381
Gross margin	27,780	27,099	59,100	55,295
Assets	563,068		563,068		584,597
Clinical Engineering Solutions
Segment Information
Revenues	35,103	25,464	69,766	51,042
Cost of revenue	27,884	20,644	54,390	40,668
Gross margin	7,219	4,820	15,376	10,374
Assets	131,321		131,321		131,537
Surgical Services
Segment Information
Revenues	18,711	17,214	36,041	33,532
Cost of revenue	9,966	8,956	19,422	17,722
Medical equipment depreciation	1,729	1,449	3,312	2,866
Gross margin	7,016	$ 6,809	13,307	$ 12,944
Assets	$ 104,688		$ 104,688		$ 101,989

Segment Information - Concentra

Segment Information - Concentration (Details) - Revenue - Product concentration risk	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 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%	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	58.00%	63.70%	59.10%	64.70%
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	56.10%	61.10%	57.20%	60.40%
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%	2.60%	1.90%	4.30%
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	27.40%	21.60%	27.00%	21.30%
Surgical Services
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	14.60%	14.70%	13.90%	14.00%
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	14.40%	14.50%	13.70%	13.80%
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%	0.20%	0.20%	0.20%

Income Taxes - (Details)

Income Taxes - (Details) $ in Millions	Jun. 30, 2017USD ($)
Federal
Operating loss carryforwards
Unused federal net operating loss carryforwards	$ 209.9

Consolidating Financial State48

Consolidating Financial Statements (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 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	$ 84,033	$ 84,264
Inventories	10,518	11,085
Other current assets	7,272	11,098
Total current assets	101,823	106,447
Property and equipment:
Medical equipment	618,808	618,052
Property and office equipment	97,904	94,846
Accumulated depreciation	(524,054)	(504,249)
Total property and equipment, net	192,658	208,649
Other long-term assets:
Goodwill	346,124	343,766
Other intangibles, net	155,300	157,371
Other	3,172	1,890
Total assets	799,077	818,123
Current liabilities:
Current portion of long-term debt	4,963	5,454
Book overdrafts	6,135	10,700
Accounts payable	24,183	38,819
Accrued compensation	15,741	19,906
Accrued interest	18,639	18,696
Other accrued expenses	17,349	16,676
Total current liabilities	87,010	110,251
Long-term debt, less current portion	705,819	701,863
Pension and other long-term liabilities	12,777	12,277
Deferred income taxes, net	53,421	53,217
Commitments and contingencies
(Deficit) Equity
Common stock
Additional paid-in capital	248,466	244,986
Accumulated deficit	(301,179)	(296,826)
Accumulated other comprehensive loss	(7,455)	(7,826)
Total Universal Hospital Services, Inc. deficit	(60,168)	(59,666)
Noncontrolling interest	218	181
Total deficit	(59,950)	(59,485)	$ (52,653)	$ (49,158)
Total liabilities and deficit	799,077	818,123
Consolidating Adjustments
Current assets:
Due from affiliates	(34,500)	(28,523)
Total current assets	(34,500)	(28,523)
Other long-term assets:
Investment in subsidiary	(74,010)	(72,624)
Total assets	(108,510)	(101,147)
Current liabilities:
Due to affiliates	(34,500)	(28,523)
Total current liabilities	(34,500)	(28,523)
(Deficit) Equity
Additional paid-in capital	(76,028)	(75,814)
Accumulated loss in subsidiary	2,018	3,190
Total Universal Hospital Services, Inc. deficit	(74,010)	(72,624)
Total deficit	(74,010)	(72,624)
Total liabilities and deficit	(108,510)	(101,147)
Parent Issuer UHS
Current assets:
Accounts receivable, less allowance for doubtful accounts	72,183	71,802
Due from affiliates	34,500	28,523
Inventories	4,750	4,754
Other current assets	6,718	10,501
Total current assets	118,151	115,580
Property and equipment:
Medical equipment	559,405	562,422
Property and office equipment	86,444	83,716
Accumulated depreciation	(477,830)	(462,167)
Total property and equipment, net	168,019	183,971
Other long-term assets:
Goodwill	283,141	283,141
Investment in subsidiary	74,010	72,624
Other intangibles, net	138,212	140,944
Other	2,356	1,397
Total assets	783,889	797,657
Current liabilities:
Current portion of long-term debt	3,530	3,990
Book overdrafts	5,641	9,834
Accounts payable	20,608	31,586
Accrued compensation	13,412	17,196
Accrued interest	18,639	18,696
Other accrued expenses	15,964	15,426
Total current liabilities	77,794	96,728
Long-term debt, less current portion	702,428	698,050
Pension and other long-term liabilities	12,776	12,274
Deferred income taxes, net	51,044	50,256
(Deficit) Equity
Additional paid-in capital	248,481	245,001
Accumulated deficit	(299,161)	(293,636)
Accumulated loss in subsidiary	(2,018)	(3,190)
Accumulated other comprehensive loss	(7,455)	(7,826)
Total Universal Hospital Services, Inc. deficit	(60,153)	(59,651)
Total deficit	(60,153)	(59,651)
Total liabilities and deficit	783,889	797,657
Subsidiary Guarantor
Current assets:
Accounts receivable, less allowance for doubtful accounts	11,850	12,462
Inventories	5,768	6,331
Other current assets	554	597
Total current assets	18,172	19,390
Property and equipment:
Medical equipment	59,403	55,630
Property and office equipment	11,460	11,130
Accumulated depreciation	(46,224)	(42,082)
Total property and equipment, net	24,639	24,678
Other long-term assets:
Goodwill	62,983	60,625
Other intangibles, net	17,088	16,427
Other	816	493
Total assets	123,698	121,613
Current liabilities:
Current portion of long-term debt	1,433	1,464
Book overdrafts	494	866
Due to affiliates	34,500	28,523
Accounts payable	3,575	7,233
Accrued compensation	2,329	2,710
Other accrued expenses	1,385	1,250
Total current liabilities	43,716	42,046
Long-term debt, less current portion	3,391	3,813
Pension and other long-term liabilities	1	3
Deferred income taxes, net	2,377	2,961
(Deficit) Equity
Additional paid-in capital	76,013	75,799
Accumulated deficit	(2,018)	(3,190)
Total Universal Hospital Services, Inc. deficit	73,995	72,609
Noncontrolling interest	218	181
Total deficit	74,213	72,790
Total liabilities and deficit	$ 123,698	$ 121,613

Consolidating Financial State49

Consolidating Financial Statements - Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenue
Medical equipment solutions	$ 74,396	$ 74,940	$ 153,056	$ 155,170
Clinical engineering solutions	35,103	25,464	69,766	51,042
Surgical services	18,711	17,214	36,041	33,532
Total revenues	128,210	117,618	258,863	239,744
Cost of Revenue
Cost of medical equipment solutions	33,415	33,213	67,211	71,494
Cost of clinical engineering solutions	27,884	20,644	54,390	40,668
Cost of surgical services	9,966	8,956	19,422	17,722
Medical equipment depreciation	14,930	16,077	30,057	31,247
Total costs of revenues	86,195	78,890	171,080	161,131
Gross margin	42,015	38,728	87,783	78,613
Selling, general and administrative	30,814	28,798	64,955	60,095
(Gain) on settlement		(2,750)		(2,750)
Operating income	11,201	12,680	22,828	21,268
Interest expense	13,219	13,061	26,514	26,130
Loss before income taxes and noncontrolling interest	(2,018)	(381)	(3,686)	(4,862)
Provision (benefit) for income taxes	275	228	497	387
Consolidated net loss	(2,293)	(609)	(4,183)	(5,249)
Net income attributable to noncontrolling interest	98	75	170	135
Net loss attributable to Universal Hospital Services, Inc.	(2,391)	(684)	(4,353)	(5,384)
Consolidating Adjustments
Cost of Revenue
Equity in earnings of subsidiary	929	901	1,342	1,268
Loss before income taxes and noncontrolling interest	(929)	(901)	(1,342)	(1,268)
Consolidated net loss	(929)	(901)	(1,342)	(1,268)
Net loss attributable to Universal Hospital Services, Inc.	(929)	(901)	(1,342)	(1,268)
Parent Issuer UHS
Revenue
Medical equipment solutions	74,396	74,940	153,056	155,170
Clinical engineering solutions	30,390	25,464	59,679	51,042
Total revenues	104,786	100,404	212,735	206,212
Cost of Revenue
Cost of medical equipment solutions	33,415	33,213	67,211	71,494
Cost of clinical engineering solutions	24,657	20,644	47,232	40,668
Medical equipment depreciation	13,201	14,628	26,745	28,381
Total costs of revenues	71,273	68,485	141,188	140,543
Gross margin	33,513	31,919	71,547	65,669
Selling, general and administrative	24,606	24,123	52,327	50,459
(Gain) on settlement		(2,750)		(2,750)
Operating income	8,907	10,546	19,220	17,960
Equity in earnings of subsidiary	(929)	(901)	(1,342)	(1,268)
Interest expense	12,585	12,528	25,334	25,053
Loss before income taxes and noncontrolling interest	(2,749)	(1,081)	(4,772)	(5,825)
Provision (benefit) for income taxes	(456)	(472)	(589)	(576)
Consolidated net loss	(2,293)	(609)	(4,183)	(5,249)
Net loss attributable to Universal Hospital Services, Inc.	(2,293)	(609)	(4,183)	(5,249)
Subsidiary Guarantor
Revenue
Clinical engineering solutions	4,713		10,087
Surgical services	18,711	17,214	36,041	33,532
Total revenues	23,424	17,214	46,128	33,532
Cost of Revenue
Cost of clinical engineering solutions	3,227		7,158
Cost of surgical services	9,966	8,956	19,422	17,722
Medical equipment depreciation	1,729	1,449	3,312	2,866
Total costs of revenues	14,922	10,405	29,892	20,588
Gross margin	8,502	6,809	16,236	12,944
Selling, general and administrative	6,208	4,675	12,628	9,636
Operating income	2,294	2,134	3,608	3,308
Interest expense	634	533	1,180	1,077
Loss before income taxes and noncontrolling interest	1,660	1,601	2,428	2,231
Provision (benefit) for income taxes	731	700	1,086	963
Consolidated net loss	929	901	1,342	1,268
Net income attributable to noncontrolling interest	98	75	170	135
Net loss attributable to Universal Hospital Services, Inc.	$ 831	$ 826	$ 1,172	$ 1,133

Consolidating Financial State50

Consolidating Financial Statements - Comp Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Consolidating Financial Statements
Consolidated net (loss) income	$ (2,293)	$ (609)	$ (4,183)	$ (5,249)
Other comprehensive income:
Gain on minimum pension liability, net of tax	192	184	371	370
Total other comprehensive income	192	184	371	370
Comprehensive (loss) income	(2,101)	(425)	(3,812)	(4,879)
Comprehensive income attributable to noncontrolling interest	98	75	170	135
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(2,199)	(500)	(3,982)	(5,014)
Consolidating Adjustments
Consolidating Financial Statements
Consolidated net (loss) income	(929)	(901)	(1,342)	(1,268)
Other comprehensive income:
Comprehensive (loss) income	(929)	(901)	(1,342)	(1,268)
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(929)	(901)	(1,342)	(1,268)
Parent Issuer UHS
Consolidating Financial Statements
Consolidated net (loss) income	(2,293)	(609)	(4,183)	(5,249)
Other comprehensive income:
Gain on minimum pension liability, net of tax	192	184	371	370
Total other comprehensive income	192	184	371	370
Comprehensive (loss) income	(2,101)	(425)	(3,812)	(4,879)
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(2,101)	(425)	(3,812)	(4,879)
Subsidiary Guarantor
Consolidating Financial Statements
Consolidated net (loss) income	929	901	1,342	1,268
Other comprehensive income:
Comprehensive (loss) income	929	901	1,342	1,268
Comprehensive income attributable to noncontrolling interest	98	75	170	135
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	$ 831	$ 826	$ 1,172	$ 1,133

Consolidating Financial State51

Consolidating Financial Statements - Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Consolidated net (loss) income	$ (2,293)	$ (609)	$ (4,183)	$ (5,249)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			35,664	36,614
Amortization of intangibles, deferred financing costs and bond premium			5,460	6,011
Provision for doubtful accounts			73	130
Provision for inventory obsolescence			122	86
Non-cash share-based compensation expense			1,551	1,514
Gain on sales and disposals of equipment			(1,046)	(1,863)
Deferred income taxes			204	120
Interest on note receivable			(11)	(3)
Changes in operating assets and liabilities:
Accounts receivable			158	(5,301)
Inventories			495	(80)
Other operating assets			(414)	(1,100)
Accounts payable			(3,639)	(1,338)
Other operating liabilities			(3,381)	(6,537)
Net cash provided by operating activities			31,053	23,004
Cash flows from investing activities:
Medical equipment purchases			(24,296)	(27,412)
Property and office equipment purchases			(3,309)	(2,083)
Proceeds from disposition of property and equipment			2,091	6,944
Issuance of note receivable from officer			(936)	(983)
Acquisition and refund of escrow			(1,923)
Net cash used in investing activities			(28,373)	(23,534)
Cash flows from financing activities:
Proceeds under senior secured credit facility			83,200	75,700
Payments under senior secured credit facility			(79,692)	(74,500)
Payments of principal under capital lease obligations			(3,419)	(2,944)
Payment of deferred financing costs				(97)
Holdback payment related to acquisition				(500)
Distributions to noncontrolling interests			(133)	(196)
Dividend and equity distribution payments				(24)
Proceed from exercise of parent company stock options			29	66
Contribution from Parent			1,900
Change in book overdrafts			(4,565)	3,025
Net cash (used in) provided by financing activities			(2,680)	530
Net change in cash and cash equivalents			0	0
Consolidating Adjustments
Cash flows from operating activities:
Consolidated net (loss) income	(929)	(901)	(1,342)	(1,268)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of subsidiary	929	901	1,342	1,268
Changes in operating assets and liabilities:
Due from affiliates			5,731	1,380
Net cash provided by operating activities			5,731	1,380
Cash flows from financing activities:
Due to affiliates			(5,731)	(1,380)
Net cash (used in) provided by financing activities			(5,731)	(1,380)
Parent Issuer UHS
Cash flows from operating activities:
Consolidated net (loss) income	(2,293)	(609)	(4,183)	(5,249)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			31,538	33,059
Amortization of intangibles, deferred financing costs and bond premium			2,929	4,304
Equity in earnings of subsidiary	(929)	(901)	(1,342)	(1,268)
Provision for doubtful accounts			85	72
Provision for inventory obsolescence			(10)	126
Non-cash share-based compensation expense			1,305	1,514
Gain on sales and disposals of equipment			(992)	(1,903)
Deferred income taxes			788	799
Interest on note receivable			(11)	(3)
Changes in operating assets and liabilities:
Accounts receivable			(466)	(5,110)
Due from affiliates			(5,731)	(1,380)
Inventories			14	(859)
Other operating assets			(134)	(722)
Accounts payable			(2,435)	(522)
Other operating liabilities			(2,430)	(6,254)
Net cash provided by operating activities			18,925	16,604
Cash flows from investing activities:
Medical equipment purchases			(19,105)	(22,647)
Property and office equipment purchases			(3,206)	(2,070)
Proceeds from disposition of property and equipment			2,010	6,940
Issuance of note receivable from officer			(936)	(983)
Acquisition and refund of escrow			3,691
Net cash used in investing activities			(17,546)	(18,760)
Cash flows from financing activities:
Proceeds under senior secured credit facility			83,200	75,700
Payments under senior secured credit facility			(79,692)	(74,500)
Payments of principal under capital lease obligations			(2,623)	(2,341)
Payment of deferred financing costs				(97)
Dividend and equity distribution payments				(24)
Proceed from exercise of parent company stock options			29	66
Contribution from Parent			1,900
Change in book overdrafts			(4,193)	3,352
Net cash (used in) provided by financing activities			(1,379)	2,156
Subsidiary Guarantor
Cash flows from operating activities:
Consolidated net (loss) income	$ 929	$ 901	1,342	1,268
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			4,126	3,555
Amortization of intangibles, deferred financing costs and bond premium			2,531	1,707
Provision for doubtful accounts			(12)	58
Provision for inventory obsolescence			132	(40)
Non-cash share-based compensation expense			246
Gain on sales and disposals of equipment			(54)	40
Deferred income taxes			(584)	(679)
Changes in operating assets and liabilities:
Accounts receivable			624	(191)
Inventories			481	779
Other operating assets			(280)	(378)
Accounts payable			(1,204)	(816)
Other operating liabilities			(951)	(283)
Net cash provided by operating activities			6,397	5,020
Cash flows from investing activities:
Medical equipment purchases			(5,191)	(4,765)
Property and office equipment purchases			(103)	(13)
Proceeds from disposition of property and equipment			81	4
Acquisition and refund of escrow			(5,614)
Net cash used in investing activities			(10,827)	(4,774)
Cash flows from financing activities:
Payments of principal under capital lease obligations			(796)	(603)
Holdback payment related to acquisition				(500)
Distributions to noncontrolling interests			(133)	(196)
Due to affiliates			5,731	1,380
Change in book overdrafts			(372)	(327)
Net cash (used in) provided by financing activities			$ 4,430	$ (246)

Restructuring (Details)

Restructuring (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Restructuring Reserve [Roll Forward]
Restructuring liability		$ 500,000		$ 500,000	$ 100,000	$ 2,400,000
Restructuring expense	$ 0	$ 0	$ 0	0
Payments for Restructuring			$ 100,000	$ 1,900,000

Concentration (Details)

Concentration (Details) - Customer concentration - item	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Concentration
Number of major customers	1	1
Total revenue
Concentration
Concentration risk (as a percent)	15.00%	16.00%