Agiliti Health (UHOS) 10-Q 13 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 13, 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	Sep. 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	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Accounts receivable, less allowance for doubtful accounts of $1,224 at September 30, 2017 and $1,530 at December 31, 2016	$ 84,335	$ 84,264
Inventories	10,544	11,085
Other current assets	6,690	11,098
Total current assets	101,569	106,447
Property and equipment:
Medical equipment	616,858	618,052
Property and office equipment	99,630	94,846
Accumulated depreciation	(525,678)	(504,249)
Total property and equipment, net	190,810	208,649
Other long-term assets:
Goodwill	346,097	343,766
Other intangibles, net	153,155	157,371
Other	3,202	1,890
Total assets	794,833	818,123
Current liabilities:
Current portion of long-term debt	4,913	5,454
Book overdrafts	1,837	10,700
Accounts payable	28,048	38,819
Accrued compensation	13,221	19,906
Accrued interest	6,418	18,696
Other accrued expenses	16,210	16,676
Total current liabilities	70,647	110,251
Long-term debt, less current portion	719,974	701,863
Pension and other long-term liabilities	12,816	12,277
Deferred income taxes, net	53,542	53,217
Commitments and contingencies (Note 9)
Deficit
Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding at September 30, 2017 and December 31, 2016
Additional paid-in capital	249,288	244,986
Accumulated deficit	(304,411)	(296,826)
Accumulated other comprehensive loss	(7,270)	(7,826)
Total Universal Hospital Services, Inc. deficit	(62,393)	(59,666)
Noncontrolling interest	247	181
Total deficit	(62,146)	(59,485)	$ (55,389)	$ (49,158)
Total liabilities and deficit	$ 794,833	$ 818,123

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 1,224	$ 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		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenue
Medical equipment solutions	$ 70,714	$ 73,463	$ 223,769	$ 228,633
Clinical engineering solutions	34,173	26,926	103,938	77,968
Surgical services	18,885	17,559	54,926	51,091
Total revenues	123,772	117,948	382,633	357,692
Cost of Revenue
Cost of medical equipment solutions	32,945	33,146	100,156	104,640
Cost of clinical engineering solutions	26,766	21,278	81,156	61,946
Cost of surgical services	9,932	9,461	29,363	27,183
Medical equipment depreciation	14,765	15,545	44,822	46,792
Total costs of revenues	84,408	79,430	255,497	240,561
Gross margin	39,364	38,518	127,136	117,131
Selling, general and administrative	28,794	28,757	93,742	88,853
(Gain) on settlement				(2,750)
Operating income	10,570	9,761	33,394	31,028
Interest expense	13,284	13,081	39,796	39,210
Loss before income taxes and noncontrolling interest	(2,714)	(3,320)	(6,402)	(8,182)
Provision for income taxes	393	290	888	677
Consolidated net loss	(3,107)	(3,610)	(7,290)	(8,859)
Net income attributable to noncontrolling interest	125	105	295	240
Net loss attributable to Universal Hospital Services, Inc.	$ (3,232)	$ (3,715)	$ (7,585)	$ (9,099)

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Consolidated Statements of Comprehensive Loss
Consolidated net loss	$ (3,107)	$ (3,610)	$ (7,290)	$ (8,859)
Other comprehensive income:
Gain on minimum pension liability, net of tax of $0	185	185	556	555
Total other comprehensive income	185	185	556	555
Comprehensive loss	(2,922)	(3,425)	(6,734)	(8,304)
Comprehensive income attributable to noncontrolling interest	125	105	295	240
Comprehensive loss attributable to Universal Hospital Services, Inc.	$ (3,047)	$ (3,530)	$ (7,029)	$ (8,544)

Consolidated Statements of Com6

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 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	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Consolidated net loss	$ (7,290)	$ (8,859)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	53,089	54,966
Amortization of intangibles, deferred financing costs and bond premium	7,692	8,736
Provision for doubtful accounts	207	3
Provision for inventory obsolescence	322	255
Non-cash share-based compensation expense	2,336	2,272
Gain on sales and disposals of equipment	(1,769)	(2,990)
Deferred income taxes	325	181
Interest on note receivable	(20)	(7)
Changes in operating assets and liabilities:
Accounts receivable	(278)	(10,764)
Inventories	269	(296)
Other operating assets	147	(1,201)
Accounts payable	(2,259)	(763)
Other operating liabilities	(19,037)	(19,021)
Net cash provided by operating activities	33,734	22,512
Cash flows from investing activities:
Medical equipment purchases	(34,552)	(41,293)
Property and office equipment purchases	(4,722)	(3,655)
Proceeds from disposition of property and equipment	3,132	8,907
Issuance of note receivable from officer	(936)	(983)
Acquisition and refund of escrow	(1,896)
Net cash used in investing activities	(38,974)	(37,024)
Cash flows from financing activities:
Proceeds under senior secured credit facility	130,223	131,700
Payments under senior secured credit facility	(112,942)	(108,800)
Payments of principal under capital lease obligations	(4,915)	(4,683)
Payment of deferred financing costs		(97)
Holdback payment related to acquisition		(500)
Distributions to noncontrolling interests	(229)	(277)
Dividend and equity distribution payments		(24)
Proceed from exercise of parent company stock options	66	78
Contribution from Parent	1,900
Change in book overdrafts	(8,863)	(2,885)
Net cash provided by financing activities	5,240	14,512
Net change in cash and cash equivalents	0	0
Supplemental cash flow information:
Interest paid	51,751	51,119
Income taxes paid	656	619
Non-cash activities:
Medical equipment purchases included in accounts payable (at end of period)	6,978	4,788
Capital lease additions	$ 4,921	$ 6,920

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 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 September 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 September 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	9 Months Ended
	Sep. 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 continue to evaluate both methods of transition. We have performed a review of the requirements of the new guidance and have identified which of our revenue streams will be within the scope of ASU 2014-09. We have applied the five-step model of the new standard to a selection of contracts within each of our revenue streams and have compared the results to our current accounting practices. Based on this analysis, we do not currently expect a material impact on our consolidated financial statements. However, amendments to ASC Topic 340, Other Assets and Deferred Costs, require the capitalization of costs to obtain and fulfill customer contracts, which are currently expensed as incurred. The assets recognized for the costs to obtain and/or fulfill a contract will be amortized on a systematic basis that is consistent with the transfer of the services to which the asset relates. We are currently determining the nature of, and quantifying the costs that would qualify for capitalization, and the amount of amortization that will be recognized in each period. 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	9 Months Ended
	Sep. 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	9 Months Ended
	Sep. 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 September 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: September 30, 2017 December 31, 2016 Carrying Fair Carrying Fair (in thousands) Value Value Value Value Original notes - 7.625% (1) $ 421,460 $ 431,375 $ 420,523 $ 420,750 Add-on notes - 7.625% (2) 224,701 223,300 225,743 217,800 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $3.5 and $4.5 million as of September 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 $1.5 and $1.9 million as of September 30, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $6.2 and $7.6 million as of September 30, 2017 and December 31, 2016, respectively.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 30, 2017
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	5. Goodwill and Other Intangible Assets Our goodwill as of September 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 — 187 2,144 2,331 Balance at September 30, 2017 $ 227,486 $ 63,013 $ 55,598 $ 346,097 Our other intangible assets as of September 30, 2017 and December 31, 2016 consist of the following: September 30, 2017 December 31, 2016 Accumulated Accumulated (in thousands) Cost Amortization Impairment Net Cost Amortization Impairment Net Finite-life intangibles Customer relationship $ 125,031 $ (103,937) $ — $ 21,094 $ 122,109 $ (97,704) $ — $ 24,405 Supply agreement 26,000 (26,000) — — 26,000 (25,274) — 726 Non-compete agreements 2,028 (1,107) — 921 1,758 (856) — 902 Trade names 238 (198) — 40 238 — — 238 Total finite-life intangibles 153,297 (131,242) — 22,055 150,105 (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 $ (131,242) $ (34,900) $ 153,155 $ 316,105 $ (123,834) $ (34,900) $ 157,371 Total amortization expense related to intangible assets were $2.1 and $2.6 million for the three months ended September 30, 2017 and 2016, respectively, and $7.4 and $8.4 million for the nine months ended September 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 $ 2,096 2018 7,500 2019 4,911 2020 2,671 2021 2,011 2022 1,283

Deficit

Deficit	9 Months Ended
	Sep. 30, 2017
Deficit
Deficit	6. Deficit The following tables represent changes in deficit that are attributable to our shareholders and noncontrolling interests for the nine month periods ended September 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 — (7,585) — 295 (7,290) Other comprehensive income — — 556 — 556 Contribution from Parent 1,900 — — — 1,900 Share-based compensation 2,336 — — — 2,336 Stock options exercised 66 — — — 66 Cash distributions to noncontrolling interests — — — (229) (229) Balance at September 30, 2017 $ 249,288 $ (304,411) $ (7,270) $ 247 $ (62,146) 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 — (9,099) — 240 (8,859) Other comprehensive income — — 555 — 555 Share-based compensation 2,272 — — — 2,272 Stock options exercised 78 — — — 78 Cash distributions to noncontrolling interests — — — (277) (277) Balance at September 30, 2016 $ 244,183 $ (292,165) $ (7,610) $ 203 $ (55,389)

Share-Based Compensation

Share-Based Compensation	9 Months Ended
	Sep. 30, 2017
Share-Based Compensation
Share-Based Compensation	7. Share-Based Compensation During the nine months ended September 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 968 1.19 Exercised (85) 0.78 $ 35 Forfeited or expired (574) 0.77 Outstanding at September 30, 2017 37,282 $ 0.78 $ 15,325 7.1 Exercisable at September 30, 2017 17,544 $ 0.73 $ 8,043 7.1 Remaining authorized options available for issue 6,197 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 nine months ended September 30, 2017 and 2016 under the Black-Scholes model. Nine Months Ended September 30, 2017 2016 Risk-free interest rate 1.72 % 1.50 % Expected volatility 29.0 % 30.9 % Dividend yield N/A N/A Expected option life (years) 4.97 5.83 Black-Scholes Value of options $ 0.34 $ 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 September 30, 2017, unearned non-cash share-based compensation that we expect to recognize as expense over a weighted average period of 1.6 years totals approximately $4.3 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 September 30, 2017 and 2016, respectively, and $0.9 million and $0.9 million for the nine months ended September 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	9 Months Ended
	Sep. 30, 2017
Long-Term Debt
Long-Term Debt	8. Long-Term Debt Long-term debt consists of the following: September 30, December 31, (in thousands) 2017 2016 Original notes - 7.625% (1) $ 421,460 $ 420,523 Add-on notes - 7.625% (2) 224,701 225,743 Senior secured credit facility (3) 61,588 43,917 Capital lease obligations 17,138 17,134 724,887 707,317 Less: Current portion of long-term debt (4,913) (5,454) Total long-term debt $ 719,974 $ 701,863 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $3.5 and $4.5 million as of September 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 $1.5 and $1.9 million as of September 30, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $6.2 and $7.6 million as of September 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 $1.4 and $1.8 million as of September 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 September 30, 2017, we had $93.5 million of availability under the senior secured credit facility based on a borrowing base of $161.4 million less borrowings of $63.0 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 September 30, 2017, we had $63.0 million of borrowings outstanding of which $23.0 million was accruing interest at a rate of 2.9867%, $6.0 million was accruing interest at a rate of 2.9850%, $30.0 million was accruing interest at a rate of 2.9844% and $4.0 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	9 Months Ended
	Sep. 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 nine month periods ended September 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	9 Months Ended
	Sep. 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 $0.2 and $0.2 million for the three month periods ended September 30, 2017 and 2016, respectively, and $0.7 and $0.6 million for the nine month periods ended September 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 $0.009 and $0.004 million for the three month periods ended September 30, 2017 and 2016, respectively, and $0.020 and $0.007 million for the nine month periods ended September 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	9 Months Ended
	Sep. 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 September 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 September 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	9 Months Ended
	Sep. 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 Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues $ 70,714 $ 73,463 $ 223,769 $ 228,633 Cost of revenue 32,945 33,146 100,156 104,640 Medical equipment depreciation 13,005 14,008 39,750 42,389 Gross margin $ 24,764 $ 26,309 $ 83,863 $ 81,604 Clinical Engineering Solutions (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues $ 34,173 $ 26,926 $ 103,938 $ 77,968 Cost of revenue 26,766 21,278 81,156 61,946 Gross margin $ 7,407 $ 5,648 $ 22,782 $ 16,022 Surgical Services (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues $ 18,885 $ 17,559 $ 54,926 $ 51,091 Cost of revenue 9,932 9,461 29,363 27,183 Medical equipment depreciation 1,760 1,537 5,072 4,403 Gross margin $ 7,193 $ 6,561 $ 20,491 $ 19,505 Total Gross Margin and Reconciliation to Loss Before Income Taxes and Noncontrolling Interest (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Total gross margin $ 39,364 $ 38,518 $ 127,136 $ 117,131 Selling, general and administrative 28,794 28,757 93,742 88,853 (Gain) on settlement — — — (2,750) Interest expense 13,284 13,081 39,796 39,210 Loss before income taxes and noncontrolling interest $ (2,714) $ (3,320) $ (6,402) $ (8,182) Total Assets by Reporting Segment (in thousands) September 30, December 31, 2017 2016 Medical Equipment Solutions $ 559,181 $ 584,597 Clinical Engineering Solutions 131,654 131,537 Surgical Services 103,998 101,989 Total Company Assets $ 794,833 $ 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 Nine Months Ended September 30, September 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	9 Months Ended
	Sep. 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 nine months ended September 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 nine months ended September 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 September 30, 2017, the Company had available unused federal net operating loss carryforwards of approximately $210.2 million. The net operating loss carryforwards will expire at various dates from 2018 through 2037.

Consolidating Financial Stateme

Consolidating Financial Statements	9 Months Ended
	Sep. 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) September 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Assets Current assets: Accounts receivable, less allowance for doubtful accounts $ 72,388 $ 11,947 $ — $ 84,335 Due from affiliates 33,312 — (33,312) — Inventories 4,659 5,885 — 10,544 Other current assets 6,091 599 — 6,690 Total current assets 116,450 18,431 (33,312) 101,569 Property and equipment: Medical equipment 556,102 60,756 — 616,858 Property and office equipment 88,032 11,598 — 99,630 Accumulated depreciation (477,374) (48,304) — (525,678) Total property and equipment, net 166,760 24,050 — 190,810 Other long-term assets: Goodwill 283,141 62,956 — 346,097 Investment in subsidiary 74,879 — (74,879) — Other intangibles, net 137,387 15,768 — 153,155 Other 2,407 795 — 3,202 Total assets $ 781,024 $ 122,000 $ (108,191) $ 794,833 Liabilities and (Deficit) Equity Current liabilities: Current portion of long-term debt $ 3,466 $ 1,447 $ — $ 4,913 Book overdrafts 1,966 (129) — 1,837 Due to affiliates — 33,312 (33,312) — Accounts payable 24,219 3,829 — 28,048 Accrued compensation 11,107 2,114 — 13,221 Accrued interest 6,418 — — 6,418 Other accrued expenses 15,029 1,181 — 16,210 Total current liabilities 62,205 41,754 (33,312) 70,647 Long-term debt, less current portion 716,818 3,156 — 719,974 Pension and other long-term liabilities 12,815 1 — 12,816 Deferred income taxes, net 51,564 1,978 — 53,542 Commitments and contingencies (Deficit) Equity Common stock — — — — Additional paid-in capital 249,303 75,987 (76,002) 249,288 Accumulated deficit (303,288) (1,123) — (304,411) Accumulated loss in subsidiary (1,123) — 1,123 — Accumulated other comprehensive loss (7,270) — — (7,270) Total Universal Hospital Services, Inc. (deficit) equity (62,378) 74,864 (74,879) (62,393) Noncontrolling interest — 247 — 247 Total (deficit) equity (62,378) 75,111 (74,879) (62,146) Total liabilities and (deficit) equity $ 781,024 $ 122,000 $ (108,191) $ 794,833 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 September 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 70,714 $ — $ — $ 70,714 Clinical engineering solutions 29,310 4,863 — 34,173 Surgical services — 18,885 — 18,885 Total revenues 100,024 23,748 — 123,772 Cost of Revenue Cost of medical equipment solutions 32,945 — — 32,945 Cost of clinical engineering solutions 23,270 3,496 — 26,766 Cost of surgical services — 9,932 — 9,932 Medical equipment depreciation 13,005 1,760 — 14,765 Total costs of revenues 69,220 15,188 — 84,408 Gross margin 30,804 8,560 — 39,364 Selling, general and administrative 22,676 6,118 — 28,794 Operating income 8,128 2,442 — 10,570 Equity in earnings of subsidiary (1,020) — 1,020 — Interest expense 12,677 607 — 13,284 (Loss) income before income taxes and noncontrolling interest (3,529) 1,835 (1,020) (2,714) (Benefit) provision for income taxes (422) 815 — 393 Consolidated net (loss) income (3,107) 1,020 (1,020) (3,107) Net income attributable to noncontrolling interest — 125 — 125 Net (loss) income attributable to Universal Hospital Services, Inc. $ (3,107) $ 895 $ (1,020) $ (3,232) Universal Hospital Services, Inc. Consolidating Statements of Operations (in thousands) (unaudited) Three Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 73,463 $ — $ — $ 73,463 Clinical engineering solutions 26,926 — — 26,926 Surgical services — 17,559 — 17,559 Total revenues 100,389 17,559 — 117,948 Cost of Revenue Cost of medical equipment solutions 33,146 — — 33,146 Cost of clinical engineering solutions 21,278 — — 21,278 Cost of surgical services — 9,461 — 9,461 Medical equipment depreciation 14,008 1,537 — 15,545 Total costs of revenues 68,432 10,998 — 79,430 Gross margin 31,957 6,561 — 38,518 Selling, general and administrative 23,926 4,831 — 28,757 Operating income 8,031 1,730 — 9,761 Equity in earnings of subsidiary (689) — 689 — Interest expense 12,539 542 — 13,081 (Loss) income before income taxes and noncontrolling interest (3,819) 1,188 (689) (3,320) (Benefit) provision for income taxes (209) 499 — 290 Consolidated net (loss) income (3,610) 689 (689) (3,610) Net income attributable to noncontrolling interest — 105 — 105 Net (loss) income attributable to Universal Hospital Services, Inc. $ (3,610) $ 584 $ (689) $ (3,715) Universal Hospital Services, Inc. Consolidating Statements of Operations (in thousands) (unaudited) Nine Months Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 223,769 $ — $ — $ 223,769 Clinical engineering solutions 88,989 14,949 — 103,938 Surgical services — 54,926 — 54,926 Total revenues 312,758 69,875 — 382,633 Cost of Revenue Cost of medical equipment solutions 100,156 — — 100,156 Cost of clinical engineering solutions 70,502 10,654 — 81,156 Cost of surgical services — 29,363 — 29,363 Medical equipment depreciation 39,750 5,072 — 44,822 Total costs of revenues 210,408 45,089 — 255,497 Gross margin 102,350 24,786 — 127,136 Selling, general and administrative 75,002 18,740 — 93,742 Operating income 27,348 6,046 — 33,394 Equity in earnings of subsidiary (2,362) — 2,362 — Interest expense 38,011 1,785 — 39,796 (Loss) income before income taxes and noncontrolling interest (8,301) 4,261 (2,362) (6,402) (Benefit) provision for income taxes (1,011) 1,899 — 888 Consolidated net (loss) income (7,290) 2,362 (2,362) (7,290) Net income attributable to noncontrolling interest — 295 — 295 Net (loss) income attributable to Universal Hospital Services, Inc. $ (7,290) $ 2,067 $ (2,362) $ (7,585) Universal Hospital Services, Inc. Consolidating Statements of Operations (in thousands) (unaudited) Nine Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 228,633 $ — $ — $ 228,633 Clinical engineering solutions 77,968 — — 77,968 Surgical services — 51,091 — 51,091 Total revenues 306,601 51,091 — 357,692 Cost of Revenue Cost of medical equipment solutions 104,640 — — 104,640 Cost of clinical engineering solutions 61,946 — — 61,946 Cost of surgical services — 27,183 — 27,183 Medical equipment depreciation 42,389 4,403 — 46,792 Total costs of revenues 208,975 31,586 — 240,561 Gross margin 97,626 19,505 — 117,131 Selling, general and administrative 74,385 14,468 — 88,853 (Gain) on settlement (2,750) — — (2,750) Operating income 25,991 5,037 — 31,028 Equity in earnings of subsidiary (1,957) — 1,957 — Interest expense 37,592 1,618 — 39,210 (Loss) income before income taxes and noncontrolling interest (9,644) 3,419 (1,957) (8,182) (Benefit) provision for income taxes (785) 1,462 — 677 Consolidated net (loss) income (8,859) 1,957 (1,957) (8,859) Net income attributable to noncontrolling interest — 240 — 240 Net (loss) income attributable to Universal Hospital Services, Inc. $ (8,859) $ 1,717 $ (1,957) $ (9,099) Universal Hospital Services, Inc. Consolidating Statements of Comprehensive Income (Loss) (in thousands) (unaudited) Three Months Ended September 30, 2017  Nine Months Ended September 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 $ (3,107) $ 1,020 $ (1,020) $ (3,107) $ (7,290) $ 2,362 $ (2,362) $ (7,290) Other comprehensive income: Gain on minimum pension liability, net of tax 185 — — 185 556 — — 556 Total other comprehensive income 185 — — 185 556 — — 556 Comprehensive (loss) income (2,922) 1,020 (1,020) (2,922) (6,734) 2,362 (2,362) (6,734) Comprehensive income attributable to noncontrolling interest — 125 — 125 — 295 — 295 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (2,922) $ 895 $ (1,020) $ (3,047) $ (6,734) $ 2,067 $ (2,362) $ (7,029) Three Months Ended September 30, 2016  Nine Months Ended September 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 $ (3,610) $ 689 $ (689) $ (3,610) $ (8,859) $ 1,957 $ (1,957) $ (8,859) Other comprehensive income: Gain on minimum pension liability, net of tax 185 — — 185 555 — — 555 Total other comprehensive income 185 — — 185 555 — — 555 Comprehensive (loss) income (3,425) 689 (689) (3,425) (8,304) 1,957 (1,957) (8,304) Comprehensive income attributable to noncontrolling interest — 105 — 105 — 240 — 240 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (3,425) $ 584 $ (689) $ (3,530) $ (8,304) $ 1,717 $ (1,957) $ (8,544) Universal Hospital Services, Inc. Consolidating Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (7,290) $ 2,362 $ (2,362) $ (7,290) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 46,791 6,298 — 53,089 Amortization of intangibles, deferred financing costs and bond premium 3,841 3,851 — 7,692 Equity in earnings of subsidiary (2,362) — 2,362 — Provision for doubtful accounts 221 (14) — 207 Provision for inventory obsolescence 192 130 — 322 Non-cash share-based compensation expense 1,965 371 — 2,336 Gain on sales and disposals of equipment (1,827) 58 — (1,769) Deferred income taxes 1,308 (983) — 325 Interest on note receivable (20) — — (20) Changes in operating assets and liabilities: Accounts receivable (807) 529 — (278) Due from affiliates (4,418) — 4,418 — Inventories (97) 366 — 269 Other operating assets 451 (304) — 147 Accounts payable (1,230) (1,029) — (2,259) Other operating liabilities (17,667) (1,370) — (19,037) Net cash provided by operating activities 19,051 10,265 4,418 33,734 Cash flows from investing activities: Medical equipment purchases (28,024) (6,528) — (34,552) Property and office equipment purchases (4,558) (164) — (4,722) Proceeds from disposition of property and equipment 3,105 27 — 3,132 Issuance of note receivable from officer (936) — — (936) Acquisition and refund of escrow 3,717 (5,613) — (1,896) Net cash used in investing activities (26,696) (12,278) — (38,974) Cash flows from financing activities: Proceeds under senior secured credit facility 130,223 — — 130,223 Payments under senior secured credit facility (112,942) — — (112,942) Payments of principal under capital lease obligations (3,734) (1,181) — (4,915) Distributions to noncontrolling interests — (229) — (229) Proceeds from exercise of parent company stock options 66 — — 66 Contribution from Parent 1,900 — — 1,900 Due to affiliates — 4,418 (4,418) — Change in book overdrafts (7,868) (995) — (8,863) Net cash provided by financing activities 7,645 2,013 (4,418) 5,240 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) Nine Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (8,859) $ 1,957 $ (1,957) $ (8,859) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 49,447 5,519 — 54,966 Amortization of intangibles, deferred financing costs and bond premium 6,185 2,551 — 8,736 Equity in earnings of subsidiary (1,957) — 1,957 — Provision for doubtful accounts (14) 17 — 3 Provision for inventory obsolescence 167 88 — 255 Non-cash share-based compensation expense 2,272 — — 2,272 Gain on sales and disposals of equipment (3,136) 146 — (2,990) Deferred income taxes 1,148 (967) — 181 Interest on note receivable (7) — — (7) Changes in operating assets and liabilities: Accounts receivable (10,402) (362) — (10,764) Due from affiliates (375) — 375 — Inventories (1,264) 968 — (296) Other operating assets (839) (362) — (1,201) Accounts payable 323 (1,086) — (763) Other operating liabilities (18,753) (268) — (19,021) Net cash provided by operating activities 13,936 8,201 375 22,512 Cash flows from investing activities: Medical equipment purchases (35,210) (6,083) — (41,293) Property and office equipment purchases (3,619) (36) — (3,655) Proceeds from disposition of property and equipment 8,868 39 — 8,907 Issuance of note receivable from officer (983) — — (983) Net cash used in investing activities (30,944) (6,080) — (37,024) Cash flows from financing activities: Proceeds under senior secured credit facility 131,700 — — 131,700 Payments under senior secured credit facility (108,800) — — (108,800) Payments of principal under capital lease obligations (3,557) (1,126) — (4,683) Payments of deferred financing costs (97) — — (97) Holdback payment related to acquisition — (500) — (500) Distributions to noncontrolling interests — (277) — (277) Dividend and equity distribution payments (24) — — (24) Proceeds from exercise of parent company stock options 78 — — 78 Due to affiliates — 375 (375) — Change in book overdrafts (2,292) (593) — (2,885) Net cash provided by (used in) financing activities 17,008 (2,121) (375) 14,512 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	9 Months Ended
	Sep. 30, 2017
Restructuring
Restructuring	15. Restructuring We incurred no restructuring expense during the three months and nine months ended September 30, 2017 and 2016. As of December 31, 2016, we had $0.1 million of restructuring liability. For the nine months ended September 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 nine months ended September 30, 2016, $2.2 million in restructuring charges was paid and the remaining $0.2 million was a liability as of September 30, 2016.

Concentration

Concentration	9 Months Ended
	Sep. 30, 2017
Concentration
Concentration	16. Concentration One customer accounted for approximately 15% and 16% of total revenue for the nine months ended September 30, 2017 and 2016, respectively.

Acquisition (Tables)

Acquisition (Tables)	9 Months Ended
	Sep. 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)	9 Months Ended
	Sep. 30, 2017
Fair Value Measurements
Schedule of fair value of debt instruments	September 30, 2017 December 31, 2016 Carrying Fair Carrying Fair (in thousands) Value Value Value Value Original notes - 7.625% (1) $ 421,460 $ 431,375 $ 420,523 $ 420,750 Add-on notes - 7.625% (2) 224,701 223,300 225,743 217,800 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $3.5 and $4.5 million as of September 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 $1.5 and $1.9 million as of September 30, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $6.2 and $7.6 million as of September 30, 2017 and December 31, 2016, respectively.

Goodwill and Other Intangible26

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 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 — 187 2,144 2,331 Balance at September 30, 2017 $ 227,486 $ 63,013 $ 55,598 $ 346,097
Schedule of other intangible assets	September 30, 2017 December 31, 2016 Accumulated Accumulated (in thousands) Cost Amortization Impairment Net Cost Amortization Impairment Net Finite-life intangibles Customer relationship $ 125,031 $ (103,937) $ — $ 21,094 $ 122,109 $ (97,704) $ — $ 24,405 Supply agreement 26,000 (26,000) — — 26,000 (25,274) — 726 Non-compete agreements 2,028 (1,107) — 921 1,758 (856) — 902 Trade names 238 (198) — 40 238 — — 238 Total finite-life intangibles 153,297 (131,242) — 22,055 150,105 (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 $ (131,242) $ (34,900) $ 153,155 $ 316,105 $ (123,834) $ (34,900) $ 157,371
Schedule of estimated future amortization expense for identifiable intangible assets	(in thousands) Remainder of 2017 $ 2,096 2018 7,500 2019 4,911 2020 2,671 2021 2,011 2022 1,283

Deficit (Tables)

Deficit (Tables)	9 Months Ended
	Sep. 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 — (7,585) — 295 (7,290) Other comprehensive income — — 556 — 556 Contribution from Parent 1,900 — — — 1,900 Share-based compensation 2,336 — — — 2,336 Stock options exercised 66 — — — 66 Cash distributions to noncontrolling interests — — — (229) (229) Balance at September 30, 2017 $ 249,288 $ (304,411) $ (7,270) $ 247 $ (62,146) 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 — (9,099) — 240 (8,859) Other comprehensive income — — 555 — 555 Share-based compensation 2,272 — — — 2,272 Stock options exercised 78 — — — 78 Cash distributions to noncontrolling interests — — — (277) (277) Balance at September 30, 2016 $ 244,183 $ (292,165) $ (7,610) $ 203 $ (55,389)

Share-Based Compensation (Table

Share-Based Compensation (Tables)	9 Months Ended
	Sep. 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 968 1.19 Exercised (85) 0.78 $ 35 Forfeited or expired (574) 0.77 Outstanding at September 30, 2017 37,282 $ 0.78 $ 15,325 7.1 Exercisable at September 30, 2017 17,544 $ 0.73 $ 8,043 7.1 Remaining authorized options available for issue 6,197
Schedule of assumptions used in determining the fair value of stock options granted under the Black-Scholes model	Nine Months Ended September 30, 2017 2016 Risk-free interest rate 1.72 % 1.50 % Expected volatility 29.0 % 30.9 % Dividend yield N/A N/A Expected option life (years) 4.97 5.83 Black-Scholes Value of options $ 0.34 $ 0.33

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2017
Long-Term Debt
Schedule of long-term debt	September 30, December 31, (in thousands) 2017 2016 Original notes - 7.625% (1) $ 421,460 $ 420,523 Add-on notes - 7.625% (2) 224,701 225,743 Senior secured credit facility (3) 61,588 43,917 Capital lease obligations 17,138 17,134 724,887 707,317 Less: Current portion of long-term debt (4,913) (5,454) Total long-term debt $ 719,974 $ 701,863 (1) The carrying value of the Original notes - 7.625% is net of unamortized deferred financing costs of $3.5 and $4.5 million as of September 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 $1.5 and $1.9 million as of September 30, 2017 and December 31, 2016, respectively, and includes unamortized bond premium of $6.2 and $7.6 million as of September 30, 2017 and December 31, 2016, respectively. The carrying value of the Senior secured credit facility is net of unamortized deferred financing costs of $1.4 and $1.8 million as of September 30, 2017 and December 31, 2016, respectively.

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 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 Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Total gross margin $ 39,364 $ 38,518 $ 127,136 $ 117,131 Selling, general and administrative 28,794 28,757 93,742 88,853 (Gain) on settlement — — — (2,750) Interest expense 13,284 13,081 39,796 39,210 Loss before income taxes and noncontrolling interest $ (2,714) $ (3,320) $ (6,402) $ (8,182)
Schedule of total assets by reporting segment (in thousands)	September 30, December 31, 2017 2016 Medical Equipment Solutions $ 559,181 $ 584,597 Clinical Engineering Solutions 131,654 131,537 Surgical Services 103,998 101,989 Total Company Assets $ 794,833 $ 818,123
Schedule of percentage of revenue for each group of similar products sold or services provided in segments	Three Months Ended Nine Months Ended September 30, September 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 Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues $ 70,714 $ 73,463 $ 223,769 $ 228,633 Cost of revenue 32,945 33,146 100,156 104,640 Medical equipment depreciation 13,005 14,008 39,750 42,389 Gross margin $ 24,764 $ 26,309 $ 83,863 $ 81,604
Clinical Engineering Solutions
Segment Information
Schedule of operating information of segments (in thousands)	Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues $ 34,173 $ 26,926 $ 103,938 $ 77,968 Cost of revenue 26,766 21,278 81,156 61,946 Gross margin $ 7,407 $ 5,648 $ 22,782 $ 16,022
Surgical Services
Segment Information
Schedule of operating information of segments (in thousands)	Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues $ 18,885 $ 17,559 $ 54,926 $ 51,091 Cost of revenue 9,932 9,461 29,363 27,183 Medical equipment depreciation 1,760 1,537 5,072 4,403 Gross margin $ 7,193 $ 6,561 $ 20,491 $ 19,505

Consolidating Financial State31

Consolidating Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2017
Consolidating Financial Statements
Schedule of Consolidating Balance Sheets	September 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Assets Current assets: Accounts receivable, less allowance for doubtful accounts $ 72,388 $ 11,947 $ — $ 84,335 Due from affiliates 33,312 — (33,312) — Inventories 4,659 5,885 — 10,544 Other current assets 6,091 599 — 6,690 Total current assets 116,450 18,431 (33,312) 101,569 Property and equipment: Medical equipment 556,102 60,756 — 616,858 Property and office equipment 88,032 11,598 — 99,630 Accumulated depreciation (477,374) (48,304) — (525,678) Total property and equipment, net 166,760 24,050 — 190,810 Other long-term assets: Goodwill 283,141 62,956 — 346,097 Investment in subsidiary 74,879 — (74,879) — Other intangibles, net 137,387 15,768 — 153,155 Other 2,407 795 — 3,202 Total assets $ 781,024 $ 122,000 $ (108,191) $ 794,833 Liabilities and (Deficit) Equity Current liabilities: Current portion of long-term debt $ 3,466 $ 1,447 $ — $ 4,913 Book overdrafts 1,966 (129) — 1,837 Due to affiliates — 33,312 (33,312) — Accounts payable 24,219 3,829 — 28,048 Accrued compensation 11,107 2,114 — 13,221 Accrued interest 6,418 — — 6,418 Other accrued expenses 15,029 1,181 — 16,210 Total current liabilities 62,205 41,754 (33,312) 70,647 Long-term debt, less current portion 716,818 3,156 — 719,974 Pension and other long-term liabilities 12,815 1 — 12,816 Deferred income taxes, net 51,564 1,978 — 53,542 Commitments and contingencies (Deficit) Equity Common stock — — — — Additional paid-in capital 249,303 75,987 (76,002) 249,288 Accumulated deficit (303,288) (1,123) — (304,411) Accumulated loss in subsidiary (1,123) — 1,123 — Accumulated other comprehensive loss (7,270) — — (7,270) Total Universal Hospital Services, Inc. (deficit) equity (62,378) 74,864 (74,879) (62,393) Noncontrolling interest — 247 — 247 Total (deficit) equity (62,378) 75,111 (74,879) (62,146) Total liabilities and (deficit) equity $ 781,024 $ 122,000 $ (108,191) $ 794,833 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 September 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 70,714 $ — $ — $ 70,714 Clinical engineering solutions 29,310 4,863 — 34,173 Surgical services — 18,885 — 18,885 Total revenues 100,024 23,748 — 123,772 Cost of Revenue Cost of medical equipment solutions 32,945 — — 32,945 Cost of clinical engineering solutions 23,270 3,496 — 26,766 Cost of surgical services — 9,932 — 9,932 Medical equipment depreciation 13,005 1,760 — 14,765 Total costs of revenues 69,220 15,188 — 84,408 Gross margin 30,804 8,560 — 39,364 Selling, general and administrative 22,676 6,118 — 28,794 Operating income 8,128 2,442 — 10,570 Equity in earnings of subsidiary (1,020) — 1,020 — Interest expense 12,677 607 — 13,284 (Loss) income before income taxes and noncontrolling interest (3,529) 1,835 (1,020) (2,714) (Benefit) provision for income taxes (422) 815 — 393 Consolidated net (loss) income (3,107) 1,020 (1,020) (3,107) Net income attributable to noncontrolling interest — 125 — 125 Net (loss) income attributable to Universal Hospital Services, Inc. $ (3,107) $ 895 $ (1,020) $ (3,232) Three Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 73,463 $ — $ — $ 73,463 Clinical engineering solutions 26,926 — — 26,926 Surgical services — 17,559 — 17,559 Total revenues 100,389 17,559 — 117,948 Cost of Revenue Cost of medical equipment solutions 33,146 — — 33,146 Cost of clinical engineering solutions 21,278 — — 21,278 Cost of surgical services — 9,461 — 9,461 Medical equipment depreciation 14,008 1,537 — 15,545 Total costs of revenues 68,432 10,998 — 79,430 Gross margin 31,957 6,561 — 38,518 Selling, general and administrative 23,926 4,831 — 28,757 Operating income 8,031 1,730 — 9,761 Equity in earnings of subsidiary (689) — 689 — Interest expense 12,539 542 — 13,081 (Loss) income before income taxes and noncontrolling interest (3,819) 1,188 (689) (3,320) (Benefit) provision for income taxes (209) 499 — 290 Consolidated net (loss) income (3,610) 689 (689) (3,610) Net income attributable to noncontrolling interest — 105 — 105 Net (loss) income attributable to Universal Hospital Services, Inc. $ (3,610) $ 584 $ (689) $ (3,715) Nine Months Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Revenue Medical equipment solutions $ 223,769 $ — $ — $ 223,769 Clinical engineering solutions 88,989 14,949 — 103,938 Surgical services — 54,926 — 54,926 Total revenues 312,758 69,875 — 382,633 Cost of Revenue Cost of medical equipment solutions 100,156 — — 100,156 Cost of clinical engineering solutions 70,502 10,654 — 81,156 Cost of surgical services — 29,363 — 29,363 Medical equipment depreciation 39,750 5,072 — 44,822 Total costs of revenues 210,408 45,089 — 255,497 Gross margin 102,350 24,786 — 127,136 Selling, general and administrative 75,002 18,740 — 93,742 (Gain) on settlement — — — — Restructuring — — — — Intangible asset impairment charge — — — — Operating income 27,348 6,046 — 33,394 Equity in earnings of subsidiary (2,362) — 2,362 — Interest expense 38,011 1,785 — 39,796 (Loss) income before income taxes and noncontrolling interest (8,301) 4,261 (2,362) (6,402) (Benefit) provision for income taxes (1,011) 1,899 — 888 Consolidated net (loss) income (7,290) 2,362 (2,362) (7,290) Net income attributable to noncontrolling interest — 295 — 295 Net (loss) income attributable to Universal Hospital Services, Inc. $ (7,290) $ 2,067 $ (2,362) $ (7,585) Nine Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Revenue Medical equipment solutions $ 228,633 $ — $ — $ 228,633 Clinical engineering solutions 77,968 — — 77,968 Surgical services — 51,091 — 51,091 Total revenues 306,601 51,091 — 357,692 Cost of Revenue Cost of medical equipment solutions 104,640 — — 104,640 Cost of clinical engineering solutions 61,946 — — 61,946 Cost of surgical services — 27,183 — 27,183 Medical equipment depreciation 42,389 4,403 — 46,792 Total costs of revenues 208,975 31,586 — 240,561 Gross margin 97,626 19,505 — 117,131 Selling, general and administrative 74,385 14,468 — 88,853 (Gain) on settlement (2,750) — — (2,750) Operating income 25,991 5,037 — 31,028 Equity in earnings of subsidiary (1,957) — 1,957 — Interest expense 37,592 1,618 — 39,210 (Loss) income before income taxes and noncontrolling interest (9,644) 3,419 (1,957) (8,182) (Benefit) provision for income taxes (785) 1,462 — 677 Consolidated net (loss) income (8,859) 1,957 (1,957) (8,859) Net income attributable to noncontrolling interest — 240 — 240 Net (loss) income attributable to Universal Hospital Services, Inc. $ (8,859) $ 1,717 $ (1,957) $ (9,099)
Schedule of Consolidating Statements of Comprehensive Income (Loss)	Three Months Ended September 30, 2017  Nine Months Ended September 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 $ (3,107) $ 1,020 $ (1,020) $ (3,107) $ (7,290) $ 2,362 $ (2,362) $ (7,290) Other comprehensive income: Gain on minimum pension liability, net of tax 185 — — 185 556 — — 556 Total other comprehensive income 185 — — 185 556 — — 556 Comprehensive (loss) income (2,922) 1,020 (1,020) (2,922) (6,734) 2,362 (2,362) (6,734) Comprehensive income attributable to noncontrolling interest — 125 — 125 — 295 — 295 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (2,922) $ 895 $ (1,020) $ (3,047) $ (6,734) $ 2,067 $ (2,362) $ (7,029) Three Months Ended September 30, 2016  Nine Months Ended September 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 $ (3,610) $ 689 $ (689) $ (3,610) $ (8,859) $ 1,957 $ (1,957) $ (8,859) Other comprehensive income: Gain on minimum pension liability, net of tax 185 — — 185 555 — — 555 Total other comprehensive income 185 — — 185 555 — — 555 Comprehensive (loss) income (3,425) 689 (689) (3,425) (8,304) 1,957 (1,957) (8,304) Comprehensive income attributable to noncontrolling interest — 105 — 105 — 240 — 240 Comprehensive (loss) income attributable to Universal Hospital Services, Inc. $ (3,425) $ 584 $ (689) $ (3,530) $ (8,304) $ 1,717 $ (1,957) $ (8,544)
Schedule of Consolidating Statements of Cash Flows	Nine Months Ended September 30, 2017 Parent Subsidiary Issuer Guarantors Consolidating UHS SS & RES Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (7,290) $ 2,362 $ (2,362) $ (7,290) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 46,791 6,298 — 53,089 Amortization of intangibles, deferred financing costs and bond premium 3,841 3,851 — 7,692 Equity in earnings of subsidiary (2,362) — 2,362 — Provision for doubtful accounts 221 (14) — 207 Provision for inventory obsolescence 192 130 — 322 Non-cash share-based compensation expense 1,965 371 — 2,336 Gain on sales and disposals of equipment (1,827) 58 — (1,769) Deferred income taxes 1,308 (983) — 325 Interest on note receivable (20) — — (20) Changes in operating assets and liabilities: Accounts receivable (807) 529 — (278) Due from affiliates (4,418) — 4,418 — Inventories (97) 366 — 269 Other operating assets 451 (304) — 147 Accounts payable (1,230) (1,029) — (2,259) Other operating liabilities (17,667) (1,370) — (19,037) Net cash provided by operating activities 19,051 10,265 4,418 33,734 Cash flows from investing activities: Medical equipment purchases (28,024) (6,528) — (34,552) Property and office equipment purchases (4,558) (164) — (4,722) Proceeds from disposition of property and equipment 3,105 27 — 3,132 Issuance of note receivable from officer (936) — — (936) Acquisition and refund of escrow 3,717 (5,613) — (1,896) Net cash used in investing activities (26,696) (12,278) — (38,974) Cash flows from financing activities: Proceeds under senior secured credit facility 130,223 — — 130,223 Payments under senior secured credit facility (112,942) — — (112,942) Payments of principal under capital lease obligations (3,734) (1,181) — (4,915) Distributions to noncontrolling interests — (229) — (229) Proceeds from exercise of parent company stock options 66 — — 66 Contribution from Parent 1,900 — — 1,900 Due to affiliates — 4,418 (4,418) — Change in book overdrafts (7,868) (995) — (8,863) Net cash provided by financing activities 7,645 2,013 (4,418) 5,240 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 $ — $ — $ — $ — Nine Months Ended September 30, 2016 Parent Subsidiary Issuer Guarantor Consolidating UHS Surgical Services Adjustments Consolidated Cash flows from operating activities: Consolidated net (loss) income $ (8,859) $ 1,957 $ (1,957) $ (8,859) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation 49,447 5,519 — 54,966 Amortization of intangibles, deferred financing costs and bond premium 6,185 2,551 — 8,736 Equity in earnings of subsidiary (1,957) — 1,957 — Provision for doubtful accounts (14) 17 — 3 Provision for inventory obsolescence 167 88 — 255 Non-cash share-based compensation expense 2,272 — — 2,272 Gain on sales and disposals of equipment (3,136) 146 — (2,990) Deferred income taxes 1,148 (967) — 181 Interest on note receivable (7) — — (7) Changes in operating assets and liabilities: Accounts receivable (10,402) (362) — (10,764) Due from affiliates (375) — 375 — Inventories (1,264) 968 — (296) Other operating assets (839) (362) — (1,201) Accounts payable 323 (1,086) — (763) Other operating liabilities (18,753) (268) — (19,021) Net cash provided by operating activities 13,936 8,201 375 22,512 Cash flows from investing activities: Medical equipment purchases (35,210) (6,083) — (41,293) Property and office equipment purchases (3,619) (36) — (3,655) Proceeds from disposition of property and equipment 8,868 39 — 8,907 Issuance of note receivable from officer (983) — — (983) Net cash used in investing activities (30,944) (6,080) — (37,024) Cash flows from financing activities: Proceeds under senior secured credit facility 131,700 — — 131,700 Payments under senior secured credit facility (108,800) — — (108,800) Payments of principal under capital lease obligations (3,557) (1,126) — (4,683) Payments of deferred financing costs (97) — — (97) Holdback payment related to acquisition — (500) — (500) Distributions to noncontrolling interests — (277) — (277) Dividend and equity distribution payments (24) — — (24) Proceeds from exercise of parent company stock options 78 — — 78 Due to affiliates — 375 (375) — Change in book overdrafts (2,292) (593) — (2,885) Net cash provided by (used in) financing activities 17,008 (2,121) (375) 14,512 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)	Sep. 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	Sep. 30, 2017	Dec. 31, 2016
Cost of acquired entity
Goodwill		$ 346,097	$ 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	Sep. 30, 2017	Dec. 31, 2016	Feb. 12, 2013	Aug. 07, 2012
Fair Value of Other Financial Instruments
Carrying value	$ 724,887	$ 707,317
Original notes - 7.625%
Fair Value of Other Financial Instruments
Carrying value	421,460	420,523
Fair Value	$ 431,375	$ 420,750
Interest rate (as a percent)	7.625%	7.625%		7.625%
Unamortized deferred financing costs	$ 3,500	$ 4,500
Add-on notes - 7.625%
Fair Value of Other Financial Instruments
Carrying value	224,701	225,743
Fair Value	$ 223,300	$ 217,800
Interest rate (as a percent)	7.625%	7.625%	7.625%
Unamortized deferred financing costs	$ 1,500	$ 1,900
Unamortized bond premium	$ 6,200	$ 7,600

Goodwill and Other Intangible35

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Goodwill
Balance at the beginning of the period			$ 343,766
Acquisitions			2,331
Balance at the end of the period	$ 346,097		346,097
Other intangible assets
Cost	153,297		153,297		$ 150,105
Accumulated Amortization	(131,242)		(131,242)		(123,834)
Total	22,055		22,055		26,271
Cost	319,297		319,297		316,105
Accumulated Impairment	(34,900)		(34,900)		(34,900)
Net	153,155		153,155		157,371
Total amortization expense	2,100	$ 2,600	7,400	$ 8,400
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	(103,937)		(103,937)		(97,704)
Total	21,094		21,094		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	(1,107)		(1,107)		(856)
Total	921		921		902
Trade names
Other intangible assets
Cost	238		238		238
Accumulated Amortization	(198)		(198)
Total	40		40		$ 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			187
Balance at the end of the period	63,013		63,013
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	Sep. 30, 2017USD ($)
Future estimated amortization expense
Remainder of 2017	$ 2,096
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		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance			$ (59,485)	$ (49,158)
Net (loss) income	$ (3,107)	$ (3,610)	(7,290)	(8,859)
Other comprehensive income	185	185	556	555
Contribution from Parent			1,900
Share-based compensation			2,336	2,272
Stock option exercised			66	78
Cash distributions to noncontrolling interests			(229)	(277)
Balance	(62,146)	(55,389)	(62,146)	(55,389)
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			2,336	2,272
Stock option exercised			66	78
Balance	249,288	244,183	249,288	244,183
Accumulated Deficit
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance			(296,826)	(283,066)
Net (loss) income			(7,585)	(9,099)
Balance	(304,411)	(292,165)	(304,411)	(292,165)
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			556	555
Balance	(7,270)	(7,610)	(7,270)	(7,610)
Noncontrolling Interests
Changes in shareholders equity that are attributable to shareholders and noncontrolling interests
Balance			181	240
Net (loss) income			295	240
Cash distributions to noncontrolling interests			(229)	(277)
Balance	$ 247	$ 203	$ 247	$ 203

Share-Based Compensation (Detai

Share-Based Compensation (Details) - Parent Issuer UHS - Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Number of Options
Outstanding at the beginning of the period (in shares)	36,973
Granted (in shares)	968
Exercised (in shares)	(85)
Forfeited or expired (in shares)	(574)
Outstanding at the end of the period (in shares)	37,282	36,973
Exercisable at the end of the period (in shares)	17,544
Remaining authorized options available for issue	6,197
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)	0.78
Forfeited or expired (in dollars per share)	0.77
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	$ 15,325	$ 9,315
Exercisable	8,043
Exercised	$ 35
Weighted average remaining contractual term
Outstanding	7 years 1 month 6 days	7 years 9 months 18 days
Exercisable	7 years 1 month 6 days

Share-Based Compensation - Assu

Share-Based Compensation - Assumption (Details) - Parent Issuer UHS - Options - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 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)	1.72%	1.50%
Expected volatility (as a percent)	29.00%	30.90%
Expected option life	4 years 11 months 19 days	5 years 9 months 29 days
Black-Scholes Value of options (in dollars per share)	$ 0.34	$ 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		9 Months Ended
	Apr. 30, 2015	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Stock-based compensation
Share-based Compensation.				$ 2,336	$ 2,272
Unearned non-cash share-based compensation
Weighted average period for recognition of share-based compensation expense				1 year 7 months 6 days
Unearned non-cash share-based compensation expense expected to be recognized		$ 4,300		$ 4,300
Estimated forfeiture rate (as a percent)				2.00%
Compensation expense		$ 300	$ 300	$ 900	$ 900
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)	9 Months Ended
	Sep. 30, 2017USD ($)item	Dec. 31, 2016USD ($)	Feb. 12, 2013USD ($)	Aug. 07, 2012USD ($)
Long-Term Debt
Long-term debt current and noncurrent	$ 724,887,000	$ 707,317,000
Less: Current portion of long-term debt	(4,913,000)	(5,454,000)
Total long-term debt	$ 719,974,000	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	$ 421,460,000	$ 420,523,000
Interest rate (as a percent)	7.625%	7.625%		7.625%
Unamortized deferred financing costs	$ 3,500,000	$ 4,500,000
Aggregate outstanding principal amount				$ 425,000,000
Add-on notes - 7.625%
Long-Term Debt
Long-term debt current and noncurrent	224,701,000	225,743,000
Unamortized bond premium	$ 6,200,000	$ 7,600,000
Interest rate (as a percent)	7.625%	7.625%	7.625%
Unamortized deferred financing costs	$ 1,500,000	$ 1,900,000
Aggregate outstanding principal amount			$ 220,000,000
Senior secured credit facility
Long-Term Debt
Long-term debt current and noncurrent	61,588,000	43,917,000
Unamortized deferred financing costs	1,400,000	1,800,000
Maximum borrowing capacity	235,000,000
Available amount	93,500,000
Borrowing base	161,400,000
Borrowing outstanding	63,000,000
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	$ 23,000,000
Debt Instrument, Interest Rate at Period End	2.9867%
Senior secured credit facility | Interest Rate Scenario 2
Long-Term Debt
Borrowing outstanding	$ 6,000,000
Debt Instrument, Interest Rate at Period End	2.985%
Senior secured credit facility | Interest Rate Scenario 3
Long-Term Debt
Borrowing outstanding	$ 30,000,000
Debt Instrument, Interest Rate at Period End	2.9844%
Senior secured credit facility | Interest Rate Scenario 4
Long-Term Debt
Borrowing outstanding	$ 4,000,000
Debt Instrument, Interest Rate at Period End	5.00%
Capital lease obligations
Long-Term Debt
Long-term debt current and noncurrent	$ 17,138,000	$ 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) $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)
Commitments and Contingencies.
Gain on settlement	$ 2,750

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	May 31, 2017	Apr. 13, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Apr. 13, 2017
Related Party Transaction
Interest income					$ 20,000	$ 7,000
Contribution from Parent					1,900,000
Parent Issuer UHS
Related Party Transaction
Interest income					20,000	7,000
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			$ 200,000	$ 200,000	$ 700,000	600,000
Executive Officer | Promissory Note Agreement
Related Party Transaction
Interest income			$ 9,000	$ 4,000	$ 20,000	$ 7,000
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	Sep. 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		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Segment Information
Revenues	$ 123,772	$ 117,948	$ 382,633	$ 357,692
Medical equipment depreciation	14,765	15,545	44,822	46,792
Gross margin	39,364	38,518	127,136	117,131
Selling, general and administrative	28,794	28,757	93,742	88,853
(Gain) on settlement				(2,750)
Interest expense	13,284	13,081	39,796	39,210
Loss before income taxes and noncontrolling interest	(2,714)	(3,320)	(6,402)	(8,182)
Assets	794,833		794,833		$ 818,123
Medical Equipment Solutions
Segment Information
Revenues	70,714	73,463	223,769	228,633
Cost of revenue	32,945	33,146	100,156	104,640
Medical equipment depreciation	13,005	14,008	39,750	42,389
Gross margin	24,764	26,309	83,863	81,604
Assets	559,181		559,181		584,597
Clinical Engineering Solutions
Segment Information
Revenues	34,173	26,926	103,938	77,968
Cost of revenue	26,766	21,278	81,156	61,946
Gross margin	7,407	5,648	22,782	16,022
Assets	131,654		131,654		131,537
Surgical Services
Segment Information
Revenues	18,885	17,559	54,926	51,091
Cost of revenue	9,932	9,461	29,363	27,183
Medical equipment depreciation	1,760	1,537	5,072	4,403
Gross margin	7,193	$ 6,561	20,491	$ 19,505
Assets	$ 103,998		$ 103,998		$ 101,989

Segment Information - Concentra

Segment Information - Concentration (Details) - Revenue - Product concentration risk	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 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	57.10%	62.30%	58.40%	63.90%
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	55.50%	59.10%	56.60%	60.00%
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	1.60%	3.20%	1.80%	3.90%
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	27.60%	22.80%	27.20%	21.80%
Surgical Services
Details on the percentage of revenue for each group of similar products sold or services provided in segments
Percentage of revenue	15.30%	14.90%	14.40%	14.30%
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	15.10%	14.70%	14.20%	14.10%
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	Sep. 30, 2017USD ($)
Federal
Operating loss carryforwards
Unused federal net operating loss carryforwards	$ 210.2

Consolidating Financial State48

Consolidating Financial Statements (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 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	$ 84,335	$ 84,264
Inventories	10,544	11,085
Other current assets	6,690	11,098
Total current assets	101,569	106,447
Property and equipment:
Medical equipment	616,858	618,052
Property and office equipment	99,630	94,846
Accumulated depreciation	(525,678)	(504,249)
Total property and equipment, net	190,810	208,649
Other long-term assets:
Goodwill	346,097	343,766
Other intangibles, net	153,155	157,371
Other	3,202	1,890
Total assets	794,833	818,123
Current liabilities:
Current portion of long-term debt	4,913	5,454
Book overdrafts	1,837	10,700
Accounts payable	28,048	38,819
Accrued compensation	13,221	19,906
Accrued interest	6,418	18,696
Other accrued expenses	16,210	16,676
Total current liabilities	70,647	110,251
Long-term debt, less current portion	719,974	701,863
Pension and other long-term liabilities	12,816	12,277
Deferred income taxes, net	53,542	53,217
Commitments and contingencies
(Deficit) Equity
Common stock
Additional paid-in capital	249,288	244,986
Accumulated deficit	(304,411)	(296,826)
Accumulated other comprehensive loss	(7,270)	(7,826)
Total Universal Hospital Services, Inc. deficit	(62,393)	(59,666)
Noncontrolling interest	247	181
Total deficit	(62,146)	(59,485)	$ (55,389)	$ (49,158)
Total liabilities and deficit	794,833	818,123
Consolidating Adjustments
Current assets:
Due from affiliates	(33,312)	(28,523)
Total current assets	(33,312)	(28,523)
Other long-term assets:
Investment in subsidiary	(74,879)	(72,624)
Total assets	(108,191)	(101,147)
Current liabilities:
Due to affiliates	(33,312)	(28,523)
Total current liabilities	(33,312)	(28,523)
(Deficit) Equity
Additional paid-in capital	(76,002)	(75,814)
Accumulated loss in subsidiary	1,123	3,190
Total Universal Hospital Services, Inc. deficit	(74,879)	(72,624)
Total deficit	(74,879)	(72,624)
Total liabilities and deficit	(108,191)	(101,147)
Parent Issuer UHS
Current assets:
Accounts receivable, less allowance for doubtful accounts	72,388	71,802
Due from affiliates	33,312	28,523
Inventories	4,659	4,754
Other current assets	6,091	10,501
Total current assets	116,450	115,580
Property and equipment:
Medical equipment	556,102	562,422
Property and office equipment	88,032	83,716
Accumulated depreciation	(477,374)	(462,167)
Total property and equipment, net	166,760	183,971
Other long-term assets:
Goodwill	283,141	283,141
Investment in subsidiary	74,879	72,624
Other intangibles, net	137,387	140,944
Other	2,407	1,397
Total assets	781,024	797,657
Current liabilities:
Current portion of long-term debt	3,466	3,990
Book overdrafts	1,966	9,834
Accounts payable	24,219	31,586
Accrued compensation	11,107	17,196
Accrued interest	6,418	18,696
Other accrued expenses	15,029	15,426
Total current liabilities	62,205	96,728
Long-term debt, less current portion	716,818	698,050
Pension and other long-term liabilities	12,815	12,274
Deferred income taxes, net	51,564	50,256
(Deficit) Equity
Additional paid-in capital	249,303	245,001
Accumulated deficit	(303,288)	(293,636)
Accumulated loss in subsidiary	(1,123)	(3,190)
Accumulated other comprehensive loss	(7,270)	(7,826)
Total Universal Hospital Services, Inc. deficit	(62,378)	(59,651)
Total deficit	(62,378)	(59,651)
Total liabilities and deficit	781,024	797,657
Subsidiary Guarantor
Current assets:
Accounts receivable, less allowance for doubtful accounts	11,947	12,462
Inventories	5,885	6,331
Other current assets	599	597
Total current assets	18,431	19,390
Property and equipment:
Medical equipment	60,756	55,630
Property and office equipment	11,598	11,130
Accumulated depreciation	(48,304)	(42,082)
Total property and equipment, net	24,050	24,678
Other long-term assets:
Goodwill	62,956	60,625
Other intangibles, net	15,768	16,427
Other	795	493
Total assets	122,000	121,613
Current liabilities:
Current portion of long-term debt	1,447	1,464
Book overdrafts	(129)	866
Due to affiliates	33,312	28,523
Accounts payable	3,829	7,233
Accrued compensation	2,114	2,710
Other accrued expenses	1,181	1,250
Total current liabilities	41,754	42,046
Long-term debt, less current portion	3,156	3,813
Pension and other long-term liabilities	1	3
Deferred income taxes, net	1,978	2,961
(Deficit) Equity
Additional paid-in capital	75,987	75,799
Accumulated deficit	(1,123)	(3,190)
Total Universal Hospital Services, Inc. deficit	74,864	72,609
Noncontrolling interest	247	181
Total deficit	75,111	72,790
Total liabilities and deficit	$ 122,000	$ 121,613

Consolidating Financial State49

Consolidating Financial Statements - Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenue
Medical equipment solutions	$ 70,714	$ 73,463	$ 223,769	$ 228,633
Clinical engineering solutions	34,173	26,926	103,938	77,968
Surgical services	18,885	17,559	54,926	51,091
Total revenues	123,772	117,948	382,633	357,692
Cost of Revenue
Cost of medical equipment solutions	32,945	33,146	100,156	104,640
Cost of clinical engineering solutions	26,766	21,278	81,156	61,946
Cost of surgical services	9,932	9,461	29,363	27,183
Medical equipment depreciation	14,765	15,545	44,822	46,792
Total costs of revenues	84,408	79,430	255,497	240,561
Gross margin	39,364	38,518	127,136	117,131
Selling, general and administrative	28,794	28,757	93,742	88,853
(Gain) on settlement				(2,750)
Operating income	10,570	9,761	33,394	31,028
Interest expense	13,284	13,081	39,796	39,210
Loss before income taxes and noncontrolling interest	(2,714)	(3,320)	(6,402)	(8,182)
Provision (benefit) for income taxes	393	290	888	677
Consolidated net loss	(3,107)	(3,610)	(7,290)	(8,859)
Net income attributable to noncontrolling interest	125	105	295	240
Net loss attributable to Universal Hospital Services, Inc.	(3,232)	(3,715)	(7,585)	(9,099)
Consolidating Adjustments
Cost of Revenue
Equity in earnings of subsidiary	1,020	689	2,362	1,957
Loss before income taxes and noncontrolling interest	(1,020)	(689)	(2,362)	(1,957)
Consolidated net loss	(1,020)	(689)	(2,362)	(1,957)
Net loss attributable to Universal Hospital Services, Inc.	(1,020)	(689)	(2,362)	(1,957)
Parent Issuer UHS
Revenue
Medical equipment solutions	70,714	73,463	223,769	228,633
Clinical engineering solutions	29,310	26,926	88,989	77,968
Total revenues	100,024	100,389	312,758	306,601
Cost of Revenue
Cost of medical equipment solutions	32,945	33,146	100,156	104,640
Cost of clinical engineering solutions	23,270	21,278	70,502	61,946
Medical equipment depreciation	13,005	14,008	39,750	42,389
Total costs of revenues	69,220	68,432	210,408	208,975
Gross margin	30,804	31,957	102,350	97,626
Selling, general and administrative	22,676	23,926	75,002	74,385
(Gain) on settlement				(2,750)
Operating income	8,128	8,031	27,348	25,991
Equity in earnings of subsidiary	(1,020)	(689)	(2,362)	(1,957)
Interest expense	12,677	12,539	38,011	37,592
Loss before income taxes and noncontrolling interest	(3,529)	(3,819)	(8,301)	(9,644)
Provision (benefit) for income taxes	(422)	(209)	(1,011)	(785)
Consolidated net loss	(3,107)	(3,610)	(7,290)	(8,859)
Net loss attributable to Universal Hospital Services, Inc.	(3,107)	(3,610)	(7,290)	(8,859)
Subsidiary Guarantor
Revenue
Clinical engineering solutions	4,863		14,949
Surgical services	18,885	17,559	54,926	51,091
Total revenues	23,748	17,559	69,875	51,091
Cost of Revenue
Cost of clinical engineering solutions	3,496		10,654
Cost of surgical services	9,932	9,461	29,363	27,183
Medical equipment depreciation	1,760	1,537	5,072	4,403
Total costs of revenues	15,188	10,998	45,089	31,586
Gross margin	8,560	6,561	24,786	19,505
Selling, general and administrative	6,118	4,831	18,740	14,468
Operating income	2,442	1,730	6,046	5,037
Interest expense	607	542	1,785	1,618
Loss before income taxes and noncontrolling interest	1,835	1,188	4,261	3,419
Provision (benefit) for income taxes	815	499	1,899	1,462
Consolidated net loss	1,020	689	2,362	1,957
Net income attributable to noncontrolling interest	125	105	295	240
Net loss attributable to Universal Hospital Services, Inc.	$ 895	$ 584	$ 2,067	$ 1,717

Consolidating Financial State50

Consolidating Financial Statements - Comp Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Consolidating Financial Statements
Consolidated net (loss) income	$ (3,107)	$ (3,610)	$ (7,290)	$ (8,859)
Other comprehensive income:
Gain on minimum pension liability, net of tax	185	185	556	555
Total other comprehensive income	185	185	556	555
Comprehensive (loss) income	(2,922)	(3,425)	(6,734)	(8,304)
Comprehensive income attributable to noncontrolling interest	125	105	295	240
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(3,047)	(3,530)	(7,029)	(8,544)
Consolidating Adjustments
Consolidating Financial Statements
Consolidated net (loss) income	(1,020)	(689)	(2,362)	(1,957)
Other comprehensive income:
Comprehensive (loss) income	(1,020)	(689)	(2,362)	(1,957)
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(1,020)	(689)	(2,362)	(1,957)
Parent Issuer UHS
Consolidating Financial Statements
Consolidated net (loss) income	(3,107)	(3,610)	(7,290)	(8,859)
Other comprehensive income:
Gain on minimum pension liability, net of tax	185	185	556	555
Total other comprehensive income	185	185	556	555
Comprehensive (loss) income	(2,922)	(3,425)	(6,734)	(8,304)
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	(2,922)	(3,425)	(6,734)	(8,304)
Subsidiary Guarantor
Consolidating Financial Statements
Consolidated net (loss) income	1,020	689	2,362	1,957
Other comprehensive income:
Comprehensive (loss) income	1,020	689	2,362	1,957
Comprehensive income attributable to noncontrolling interest	125	105	295	240
Comprehensive (loss) income attributable to Universal Hospital Services, Inc.	$ 895	$ 584	$ 2,067	$ 1,717

Consolidating Financial State51

Consolidating Financial Statements - Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Consolidated net (loss) income	$ (3,107)	$ (3,610)	$ (7,290)	$ (8,859)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			53,089	54,966
Amortization of intangibles, deferred financing costs and bond premium			7,692	8,736
Provision for doubtful accounts			207	3
Provision for inventory obsolescence			322	255
Non-cash share-based compensation expense			2,336	2,272
Gain on sales and disposals of equipment			(1,769)	(2,990)
Deferred income taxes			325	181
Interest on note receivable			(20)	(7)
Changes in operating assets and liabilities:
Accounts receivable			(278)	(10,764)
Inventories			269	(296)
Other operating assets			147	(1,201)
Accounts payable			(2,259)	(763)
Other operating liabilities			(19,037)	(19,021)
Net cash provided by operating activities			33,734	22,512
Cash flows from investing activities:
Medical equipment purchases			(34,552)	(41,293)
Property and office equipment purchases			(4,722)	(3,655)
Proceeds from disposition of property and equipment			3,132	8,907
Issuance of note receivable from officer			(936)	(983)
Acquisition and refund of escrow			(1,896)
Net cash used in investing activities			(38,974)	(37,024)
Cash flows from financing activities:
Proceeds under senior secured credit facility			130,223	131,700
Payments under senior secured credit facility			(112,942)	(108,800)
Payments of principal under capital lease obligations			(4,915)	(4,683)
Payment of deferred financing costs				(97)
Holdback payment related to acquisition				(500)
Distributions to noncontrolling interests			(229)	(277)
Dividend and equity distribution payments				(24)
Proceed from exercise of parent company stock options			66	78
Contribution from Parent			1,900
Change in book overdrafts			(8,863)	(2,885)
Net cash provided by financing activities			5,240	14,512
Net change in cash and cash equivalents			0	0
Consolidating Adjustments
Cash flows from operating activities:
Consolidated net (loss) income	(1,020)	(689)	(2,362)	(1,957)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of subsidiary	1,020	689	2,362	1,957
Changes in operating assets and liabilities:
Due from affiliates			4,418	375
Net cash provided by operating activities			4,418	375
Cash flows from financing activities:
Due to affiliates			(4,418)	(375)
Net cash provided by financing activities			(4,418)	(375)
Parent Issuer UHS
Cash flows from operating activities:
Consolidated net (loss) income	(3,107)	(3,610)	(7,290)	(8,859)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			46,791	49,447
Amortization of intangibles, deferred financing costs and bond premium			3,841	6,185
Equity in earnings of subsidiary	(1,020)	(689)	(2,362)	(1,957)
Provision for doubtful accounts			221	(14)
Provision for inventory obsolescence			192	167
Non-cash share-based compensation expense			1,965	2,272
Gain on sales and disposals of equipment			(1,827)	(3,136)
Deferred income taxes			1,308	1,148
Interest on note receivable			(20)	(7)
Changes in operating assets and liabilities:
Accounts receivable			(807)	(10,402)
Due from affiliates			(4,418)	(375)
Inventories			(97)	(1,264)
Other operating assets			451	(839)
Accounts payable			(1,230)	323
Other operating liabilities			(17,667)	(18,753)
Net cash provided by operating activities			19,051	13,936
Cash flows from investing activities:
Medical equipment purchases			(28,024)	(35,210)
Property and office equipment purchases			(4,558)	(3,619)
Proceeds from disposition of property and equipment			3,105	8,868
Issuance of note receivable from officer			(936)	(983)
Acquisition and refund of escrow			3,717
Net cash used in investing activities			(26,696)	(30,944)
Cash flows from financing activities:
Proceeds under senior secured credit facility			130,223	131,700
Payments under senior secured credit facility			(112,942)	(108,800)
Payments of principal under capital lease obligations			(3,734)	(3,557)
Payment of deferred financing costs				(97)
Dividend and equity distribution payments				(24)
Proceed from exercise of parent company stock options			66	78
Contribution from Parent			1,900
Change in book overdrafts			(7,868)	(2,292)
Net cash provided by financing activities			7,645	17,008
Subsidiary Guarantor
Cash flows from operating activities:
Consolidated net (loss) income	$ 1,020	$ 689	2,362	1,957
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			6,298	5,519
Amortization of intangibles, deferred financing costs and bond premium			3,851	2,551
Provision for doubtful accounts			(14)	17
Provision for inventory obsolescence			130	88
Non-cash share-based compensation expense			371
Gain on sales and disposals of equipment			58	146
Deferred income taxes			(983)	(967)
Changes in operating assets and liabilities:
Accounts receivable			529	(362)
Inventories			366	968
Other operating assets			(304)	(362)
Accounts payable			(1,029)	(1,086)
Other operating liabilities			(1,370)	(268)
Net cash provided by operating activities			10,265	8,201
Cash flows from investing activities:
Medical equipment purchases			(6,528)	(6,083)
Property and office equipment purchases			(164)	(36)
Proceeds from disposition of property and equipment			27	39
Acquisition and refund of escrow			(5,613)
Net cash used in investing activities			(12,278)	(6,080)
Cash flows from financing activities:
Payments of principal under capital lease obligations			(1,181)	(1,126)
Holdback payment related to acquisition				(500)
Distributions to noncontrolling interests			(229)	(277)
Due to affiliates			4,418	375
Change in book overdrafts			(995)	(593)
Net cash provided by financing activities			$ 2,013	$ (2,121)

Restructuring (Details)

Restructuring (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Restructuring Reserve [Roll Forward]
Restructuring liability		$ 200,000	$ 100,000	$ 2,400,000
Restructuring expense	$ 0	0
Payments for Restructuring	$ 100,000	$ 2,200,000

Concentration (Details)

Concentration (Details) - Customer concentration - item	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Concentration
Number of major customers	1	1
Total revenue
Concentration
Concentration risk (as a percent)	15.00%	16.00%