UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Quarterly Period Ended June 30, 2012

o Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Transition Period from to :

Commission file number: 333-170100

OnCure Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		20-5211697
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

188 Inverness Drive West, Suite 650

Englewood, Colorado 80112

(303) 643-6500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

(Do not check if a smaller reporting company)

Smaller reporting company o

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

As of August 10, 2012, 26,317,675 shares of OnCure Holdings Inc. common stock were outstanding, none of which were publicly traded.

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OnCure Holdings, Inc.

Form 10-Q

Table of Contents

		Page
	PART I-FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
	PART II-OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
Signatures		32

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Part I

MARKET AND INDUSTRY DATA

Market data and other statistical information used throughout this quarterly report on Form 10-Q are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data is also based on our good faith estimates, which are derived from management’s review of internal data and information, as well as the independent sources listed above.

BASIS OF PRESENTATION

Unless the context indicates otherwise, references to “we,” “our,” “us,” “Oncure” and the “Company” refer to OnCure Holdings, Inc. and its consolidated subsidiaries. References to “Oncure Medical” refer to our wholly-owned subsidiary, Oncure Medical Corp. References to the “guarantors” refer to our subsidiaries that guarantee certain of our indebtedness.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934, as amended, concerning our current expectations, estimates and projections about our operations, industry, financial condition and liquidity. Such statements are based on current expectations, and are not strictly historical statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “believe,” “anticipate,” “future,” “forward,” “potential,” “estimate,” “reinstate,” “opportunity,” “goal,” “objective,” “exchange,” “growth,” “outcome,” “could,” “expect,” “intend,” “plan,” “strategy,” “provide,” “commitment,” “result,” “seek,” “pursue,” “ongoing,” “include” or in the negative of such terms or comparable terminology. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” herein. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this quarterly report.

Forward-looking statements include, among other things, general market conditions, competition and pricing and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions of future events or performance contained in this quarterly report under the headings “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Factors and risks that could cause actual results or circumstances to differ materially from those set forth or contemplated in forward looking statements include those set forth in “Risk Factors.”

As such, actual results or circumstances may vary materially from such forward-looking statements or expectations. Readers are also cautioned not to place undue reliance on these forward-looking statements which speak only as of the date these statements were made. We are not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.

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Item 1. Financial Statements

OnCure Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Amounts)

	June 30,			December 31,
	2012			2011
	(Unaudited)
Assets
Current assets:
Cash	$	7,335		$	6,988
Accounts receivable, less allowances of $1,827 and $1,788, respectively	16,894			18,812
Deferred income taxes	1,391			1,391
Prepaid expenses	2,424			2,477
Other current assets	841			991
Total current assets	28,885			30,659
Property and equipment, net	30,811			31,117
Goodwill	174,353			174,353
Management service agreements, net	42,223			45,295
Other assets, net	12,519			12,055
Total assets	$	288,791		$	293,479
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,402		$	1,709
Accrued expenses	10,103			6,436
Accrued interest	3,084			3,084
Current portion of note payable	52			292
Current portion of obligations under capital leases	1,306			1,341
Other current liabilities	619			446
Total current liabilities	16,566			13,308
Long-term debt, net of unamortized discount of $2,840 and $3,049, respectively, less current portion	207,160			206,951
Capital leases, less current portion	1,502			2,146
Other long-term liabilities	2,454			2,403
Deferred income tax liabilities	10,586			12,608
Total liabilities	238,268			237,416
Stockholders’ equity:
OnCure Holdings, Inc. stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding	—			—
Common stock, $0.001 par value, 50,000,000 shares authorized, 26,317,675 shares issued and outstanding	26			26
Additional paid-in capital	96,563			96,299
Accumulated deficit	(48,545		)	(42,668		)
Total OnCure Holdings, Inc. stockholders’ equity	48,044			53,657
Noncontrolling interest	2,479			2,406
Total stockholders’ equity	50,523			56,063
Total liabilities and stockholders’ equity	$	288,791		$	293,479

See accompanying notes.

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OnCure Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

(In Thousands)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net revenue	$	24,432		$	25,424		$	49,014		$	51,184
Cost of operations:
Salaries and benefits	8,043			8,308			16,365			16,865
Depreciation and amortization	3,920			4,521			7,863			9,086
General and administrative expenses	9,856			9,301			19,180			17,943
Total operating expenses	21,819			22,130			43,408			43,894
Income from operations	2,613			3,294			5,606			7,290
Other income (expense):
Interest expense	(6,728		)	(6,715		)	(13,448		)	(13,379		)
Equity interest in net earnings of joint ventures	42			85			154			162
Interest income and other (expense), net	(72		)	(328		)	(112		)	(428		)
Total other expense	(6,758		)	(6,958		)	(13,406		)	(13,645		)
Loss before income taxes	(4,145		)	(3,664		)	(7,800		)	(6,355		)
Income tax benefit	1,063			1,358			2,022			2,354
Net loss	(3,082		)	(2,306		)	(5,778		)	(4,001		)
Less: Net income attributable to noncontrolling interest	46			—			99			—
Net loss attributable to OnCure Holdings, Inc.	$	(3,128	)	$	(2,306	)	$	(5,877	)	$	(4,001	)

See accompanying notes.

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OnCure Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2012			2011
Operating activities
Net loss	$	(5,778	)	$	(4,001	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity interest in net earnings of joint ventures	(154		)	(162		)
Depreciation	4,820			5,686
Amortization	3,043			3,400
Amortization of loan fees and deferred interest expense	823			741
Deferred income tax provision	(2,022		)	(2,354		)
Stock-based compensation	264			190
Provision for bad debts	1,232			1,345
Other, net	170			636
Changes in operating assets and liabilities:
Accounts receivable	686			(2,701		)
Prepaid expenses and other current assets	203			307
Accounts payable and accrued expenses	244			(180		)
Other liabilities	(43		)	(35		)
Net cash provided by operating activities	3,488			2,872
Investing activities
Purchases of property and equipment	(1,427		)	(2,822		)
Distribution received from unconsolidated joint ventures	131			196
Investment in unconsolidated joint venture	(900		)	—
Net cash used in investing activities	(2,196		)	(2,626		)
Financing activities
Principal repayments of debt	(240		)	(236		)
Principal repayments of capital leases	(679		)	(878		)
Distribution to noncontrolling interest	(26		)	—
Payment of debt issuance costs	—			(17		)
Net cash used in financing activities	(945		)	(1,131		)
Net increase in cash	347			(885		)
Cash, beginning of period	6,988			7,047
Cash, end of period	$	7,335		$	6,162
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	12,626		$	12,690
Supplemental disclosure of noncash transactions
Fixed assets purchased for which payment has not been made	$	3,115		$	—

See accompanying notes.

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OnCure Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2012

1. Basis of Presentation

OnCure Holdings, Inc. is a Delaware corporation formed in 2006 to acquire 100% of the issued and outstanding common stock of Oncure Medical Corp. OnCure is substantially owned by funds managed by Genstar Capital, LLC.

OnCure is principally engaged in providing capital equipment and business management services to oncology physician groups (“Groups”) that treat patients at cancer centers (“Centers”). The Company owns the Centers’ assets and provides services to the Groups through exclusive, long-term management services agreements. OnCure provides the Groups with oncology business management expertise and new technologies including radiation oncology equipment and related treatment software. Business services that OnCure provides to the Groups include non-physician clinical and administrative staff, operations management, purchasing, managed care contract negotiation assistance, reimbursement, billing and collecting, information technology, human resource and payroll, compliance, accounting, and treasury. Under the terms of the management service agreements, the Company is reimbursed for certain operating expenses of each Center and earns a monthly management fee from each Group. The management fee is primarily based on a predetermined percentage of each Group’s earnings before interest, income taxes, depreciation, and amortization (“EBITDA”) associated with the provision of radiation therapy. The Company manages the radiation oncology business operations of three Groups in Florida, seven Groups in California, and one Group in Indiana. The Company’s management fee ranges from 40% to 60% of EBITDA, with one Group in California paid a fee that is 72% of net revenue.

The unaudited interim consolidated financial statements do not include all of the information or notes necessary for a complete presentation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and, accordingly should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 27, 2012. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP and include all adjustments of a normal, recurring nature that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for an interim period are not necessarily indicative of the results of operations for a full fiscal year. The Company has evaluated subsequent events through the issuance date of these unaudited interim consolidated financial statements.

Certain previously reported financial information has been reclassified to conform to the current presentation. Such reclassifications did not materially affect the Company’s consolidated financial condition, net loss, or cash flows as previously reported.

The Company’s receivables, payables, prepaids, and accrued liabilities are current assets and obligations on normal terms and, accordingly, the recorded values are believed by management to approximate fair value due to the short-term maturity of these instruments.

The fair value of the Company’s long-term debt was approximately $150.7 million and $168.0 million as of June 30, 2012 and December 31, 2011, respectively. While the Company’s long-term debt has not been listed on any securities exchange or inter-dealer automated quotation system, the Company has estimated the fair value of its long-term debt based on indicative pricing published by investment banks. While the Company believes these approximations to be reasonably accurate at the time published, indicative pricing can vary widely depending on volume traded by any given investment bank and other factors.

2. Net Revenue

The provisions of Accounting Standards Update No. 2011-07, Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities (“ASU 2011-07”) were adopted in 2012. ASU 2011-07 requires health care entities to change the presentation of the statement of operations by reclassifying the provision for doubtful accounts from an operating expense to a deduction from patient service revenues. All periods presented in these consolidated financial statements and notes to consolidated financial statements have been reclassified in accordance with ASU 2011-07.

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Our affiliated physician groups receive payments for their services and treatments rendered to patients covered by Medicare, Medicaid, third-party payors and self-pay. Revenue consists primarily of net patient service revenue that is recorded based upon established billing rates less allowances for contractual adjustments. Third-party payors include private health insurance, as well as related payments for co-insurance and co-payments. Estimates of contractual allowances for patients with healthcare coverage are based upon the payment terms specified in the related contractual agreements. Revenue related to uninsured patients and co-payment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We also record a provision for bad debts based primarily on historical collection experience related to these uninsured accounts to record the net self-pay accounts receivable at the estimated amounts we expect to collect.

Our affiliated physician groups’ net revenue is summarized by payor source in the following table:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Third-party payors	56	%	57	%	55	%	55	%
Medicare	37	%	37	%	38	%	39	%
Medicaid	6	%	5	%	6	%	5	%
Self-pay	1	%	1	%	1	%	1	%

Net revenue is recorded at the amount earned by the Company under the management services agreements. Services rendered by the respective Groups are billed by the Company, as the exclusive billing agent of the Groups, to patients, third-party payors, and others. The Company’s management fees are dependent on the EBITDA (or in one case, revenue) of each treatment center. As such, revenues generated by the Groups significantly impact the amount of management fees recognized by the Company. If differences between the Groups’ revenues and the expected reimbursement are identified based on actual final settlements, there would be an impact to the Company’s net revenue. As a result of these changes to the Groups’ revenues and related EBITDA, there was no material adjustment in the Company’s net revenue for the three and six months ended June 30, 2012 and 2011. Amounts distributed to the Groups for their services under the terms of the management services agreements totaled $6.6 million and $6.9 million for the three months ended June 30, 2012 and 2011, respectively, and $13.9 million and $14.1 million for the six months ended June 30, 2012 and 2011, respectively. As of June 30, 2012 and December 31, 2011, amounts payable to the Groups for their services of $2.4 million and $3.0 million, respectively, were included in accrued expenses. Net revenue is presented net of bad debt expense of $0.6 million for the three months ended June 30, 2012 and 2011, and $1.2 million and $1.3 million for the six months ended June 30, 2012 and 2011, respectively.

The Groups derive a significant portion of revenue from amounts billed to Medicare, Medicaid, and other payors that receive discounts from the Groups’ approved gross billing amount. As the Company is not a medical provider, all contracts are between the Group and the responsible parties, but assisting in the negotiation of contract terms is one of the business services provided by the Company under its management services agreements. The Company must estimate the total amount of these discounts, which reduce revenue for both the Groups and the Company, to prepare its consolidated financial statements. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex and subject to interpretation and adjustment. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management.

During the three months ended June 30, 2012 and 2011, approximately 43% and 42%, respectively, of the Groups’ revenues related to services rendered under the Medicare and Medicaid programs. For the six months ended June 30, 2012 and 2011, approximately 44% of the Groups revenues related to services rendered under the Medicare and Medicaid programs. In the ordinary course of business, the Company, as the Group’s billing agent, and the Groups are potentially subject to a review by regulatory agencies concerning the accuracy of billings and sufficiency of supporting documentation of procedures performed. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that estimates will change by a material amount in the near term.

The Company has two management agreements that generated approximately 27% and 13% of revenue, respectively, for the three months ended June 30, 2012, and 24% and 12% of revenue, respectively, for the three months ended June 30, 2011. These same two management agreements generated approximately 27% and 13% of revenue, respectively, for the six months ended June 30, 2012 and 25% and 13% of revenue, respectively, for the six months ended June 30, 2011.

Integrated Community Oncology Network, LLC (“ICON”) notified the Company on July 8, 2011, that it sought to terminate the ICON MSA effective October 11, 2011, alleging material changes in the management fees and management services under the ICON MSA as grounds for the termination. The ICON MSA represented approximately 13% and 12% of the Company’s revenue for

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the three months ended June 30, 2012 and 2011, respectively, and 13% of the Company’s revenue for the six months ended June 30, 2012 and 2011. The Company and ICON participated in mediation to resolve the matter and on May 17, 2012 entered into an Amended and Restated Management Services Agreement (“2012 MSA”), with an effective date of May 1, 2012. Under the 2012 MSA, the Company provides ICON with management services similar to those provided under the prior MSA as well as the MSAs with other affiliated physician groups.

3. Accounts Receivable

We receive payments for services rendered from Medicare and Medicaid, third-party payors, and self-pay patients. Fees billed to contracted third-party payors and government sponsored programs are automatically adjusted to the allowable payment amount at the time of billing. We recognize that revenues and receivables from government agencies are significant to our operations, but do not believe there are significant credit risks associated with these government agencies. We do not believe there are any other significant concentrations of revenues from any particular payor that would subject us to any significant credit risks in the collection of our accounts receivable.

For third-party payors with whom we do not have contracts and self-pay patients, the amount we expect will be paid for services is estimated and recorded at the time of billing. We revise these estimates at the time billings are collected for any actual differences in the amount received and the net billings due.

Accounts receivable are reduced by an allowance for doubtful accounts. Additions to the allowance for doubtful accounts are made by means of the provision for bad debts. The amount of the provision for bad debts is based upon management’s assessment of historical and expected net collections, business and economic conditions, trends in federal, state and private employer health care coverage and other collection indicators. The majority of bad debt adjustments are on charges due directly from patients (including co-payment and deductible amounts from patients who have health care coverage and charges from uninsured patients). Accounts are written off when all reasonable internal and external collection efforts have been exhausted. Write-offs are based upon specific identification and the write-off process requires a write-off adjustment entry to the patient accounting system. Management relies on the results of detailed reviews of historical write-offs and recoveries at our treatment centers related to guarantor balances as a primary source of information to utilize in estimating the provision for bad debt adjustments and allowance for doubtful accounts. The analysis is performed monthly and the allowance for bad debt accounts is adjusted accordingly. At June 30, 2012 and December 31, 2011, the allowance for doubtful accounts was $1.8 million.

4. Long-Term Debt

As of June 30, 2012 and December 31, 2011, the Company’s long-term debt consisted of the following (in thousands):

	June 30, 2012			December 31, 2011
Senior secured notes	$	210,000		$	210,000
Note payable	52			292
	210,052			210,292
Less unamortized discount	(2,840		)	(3,049		)
Less current portion of note payable	(52		)	(292		)
	$	207,160		$	206,951

The principal terms of the agreements that govern the Company’s outstanding indebtedness are summarized below:

11.75% Senior Secured Notes

On May 13, 2010, the Company concluded an offering for $210.0 million of 11.75% Senior Secured Notes (“Senior Notes”) which will mature on May 15, 2017, which were exchanged in January 2011 for registered notes with substantially identical terms. The offering of the Senior Secured Notes closed on May 13, 2010 with generated net proceeds to the Company of $206.3 million which was utilized to repay the outstanding balances of the Company’s senior term loan and subordinated debt along with $9.0 million of expenses of the offering. The Senior Notes are secured by the assets of the Company and its subsidiaries and are guaranteed by the Company’s subsidiaries. Prior to May 15, 2013, up to 35% of the Senior Notes are redeemable at the option of the Company with proceeds from an equity offering at a redemption price of 111.75%. On or after May 15, 2014, 2015 and 2016 the Senior Notes are redeemable at the option of the Company at redemption prices of 105.875%, 102.938% and 100.0%, respectively.

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The Senior Notes are governed by an indenture that contains certain restrictive covenants. These restrictions affect, and in many respects limit or prohibit, among other things, the ability of the Company and its subsidiaries to incur indebtedness, make prepayments of certain indebtedness, pay dividends, make investments, engage in transactions with stockholders and affiliates, issue capital stock of subsidiaries, create liens, sell assets, and engage in mergers and consolidations.

Revolving Credit Facility

Concurrent with the closing of the offering of the Senior Notes, Oncure Medical Corp. and each of its direct and indirect subsidiaries entered into a new senior secured revolving credit facility (“Revolving Credit Facility”) with GE Capital Markets, Inc., as sole lead arranger and book manager, General Electric Capital Corporation, as administrative agent and collateral agent, and the other lenders from time to time party thereto.

The Revolving Credit Facility provides for aggregate commitments of up to $40.0 million, including a letter of credit sub-facility of $2.0 million and a swing line sub-facility of $2.0 million, and will provide for the increase, at the Company’s option, of aggregate commitments by $10.0 million, subject to certain conditions. The Revolving Credit Facility bears interest at a rate of Prime plus 3.5% (6.75% at June 30, 2012) or LIBOR plus 4.5% (4.74% at June 30, 2012) at the election of the Company. The revolving line of credit is subject to an unused line fee of 0.75% to be paid quarterly. The Revolving Credit Facility is undrawn as of June 30, 2012 and expires in May 2015.

The Revolving Credit Facility contains certain financial covenants that the Company and its subsidiaries must comply with if the Company draws on the Revolver. As of the date of this report, the Company is in compliance with all financial covenants in the Revolving Credit Facility.

As of June 30, 2012, no events of default have occurred with respect to any of the Company’s debt agreements.

On October 26, 2011, Oncure Medical Corp., and each of its direct and indirect subsidiaries, entered into an amendment (the “Amendment”) to the Revolving Credit Facility. The Amendment provides that the quarterly consolidated fixed charge coverage ratio compliance test set forth in the Revolving Credit Facility is now only required to the extent that there is an outstanding balance under the Revolving Credit Facility. In addition, among other things, the Amendment provides that subsequently, if (i) one or more permitted acquisitions have occurred with a combined EBITDA (as defined in the Revolving Credit Facility) of at least $4.0 million and (ii) the Consolidated EBITDA (as defined in the Revolving Credit Facility) of Oncure Medical Corp. is $38.0 million or more, the consolidated fixed charge coverage ratio will no longer be a maintenance test, but rather will be tested only upon a draw or issuance of a letter of credit under the Revolving Credit Facility. As of June 30, 2012, the Company has full availability to draw on the letter of credit.

Loan Fees

As of June 30, 2012 and December 31, 2011, the remaining unamortized balance of deferred loan fees was $6.6 million and $7.3 million, respectively. The Company recorded $9.0 million of deferred debt issuance costs as a result of the issuance of the Senior Notes and Revolving Credit Facility, which are amortized to interest expense over the term of the respective debt arrangements.

5. Capital Leases

The Company is the lessee to several lease agreements to purchase software and medical equipment. Interest rates on the leases range from 8.01% to 8.61%. The leases require monthly principal and interest payments and mature in 2012 through 2014. The leases are collateralized by the equipment leased.

	June 30, 2012			December 31, 2011
	(In Thousands)
Minimum lease payable	$	3,076		$	3,889
Less imputed interest	(268		)	(402		)
Present value of minimum lease payments	2,808			3,487
Less current portion	(1,306		)	(1,341		)
	$	1,502		$	2,146

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6. Income Taxes

The tax benefit of net operating losses, temporary differences, and credit carryforwards is recorded as a deferred tax asset to the extent that management assesses that realization of that deferred tax asset is “more likely than not.” Realization of the future tax benefit is dependent on the Company’s ability to generate sufficient taxable income to utilize these tax benefits within their carryforward period. As a result of cumulative losses, the Company’s temporary differences reversing during the carryforward period are not sufficient to support the recovery of the deferred tax assets recorded for the six months ended June 30, 2012 and the Company has recorded a valuation allowance of $0.9 million as of June 30, 2012. The establishment of a valuation allowance does not impair the Company’s ability to use the deferred tax assets, such as net operating loss and tax credit carryforwards, upon achieving sufficient profitability.

The Company’s effective tax rate on pre-tax income for the six months ended June 30, 2012 and 2011 was 25.9% and 37.0%, respectively. The significant decrease in the Company’s effective tax rate for the six months ended June 30, 2012 is primarily due to a deferred tax asset valuation allowance of $0.9 million recorded during the period against the Company’s deferred tax assets.

7. Unconsolidated Joint Ventures

On May 3, 2011, the Company was notified by Northeast Florida Cancer Services, LLC (“NFCS”), an affiliate of Hospital Corporation of America, of its intent to divest of its 51% ownership in Memorial Southside Cancer Center, LLC (“Memorial”). The Company and Ninth City Landowners, LLP (“Ninth City”), each owned a 24.5% interest in Memorial. On August 31, 2011, the Company and Ninth City jointly acquired NFCS’s 51% ownership. As a result of the transaction, the Company and Ninth City each own 50% of Memorial. The assets of the cyber knife business, a component of Memorial, were distributed to NFCS in addition to cash of approximately $0.8 million, 50% of which was paid by the Company, representing the difference in the value of the cyber knife assets distributed and the value of the 51% NFCS ownership interest in Memorial. The Company records its ownership interest under the equity method of accounting for an investment in an unconsolidated joint venture.

At June 30, 2012 and December 31, 2011, the Company’s investment in Memorial was approximately $4.0 million and is recorded in other assets in the accompanying consolidated balance sheets.

The condensed financial position and results of operations of Memorial are as follows (in thousands):

	Three Months ended June 30,
	2012		2011
Net revenue	$	442	$	790
Expenses	415		444
Net income	$	27	$	346

	Six Months ended June 30,
	2012		2011
Net revenue	$	1,046	$	1,380
Expenses	794		717
Net income	$	252	$	663

A summary of the changes in the equity investment in Memorial is as follows (in thousands):

Balance at December 31, 2011	$	3,951
Distributions from joint venture	(103		)
Equity interest in net earnings of joint venture	126
Balance at June 30, 2012	$	3,974

On March 31, 2012 we purchased a 50.1% membership interest in Santa Maria Radiation, LLC, which owns a treatment center and administrative building we currently lease at that location, for an aggregate purchase price of $0.9 million.

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8. Related-Party Transactions

The Company has agreed to pay an annual sponsor fee to Genstar Capital, LLC, the beneficial owner of common stock of the Company. The Company accrued $0.4 million and paid $0.4 million for the three months ended June 30, 2012 and 2011, respectively, and accrued $0.8 million and paid $0.8 million for the six months ended June 30, 2012 and 2011, respectively, which is included in management fees in the accompanying consolidated statements of operations.

The Company has a management services agreement with Coastal Radiation Oncology Medical Group, Inc. (‘‘Coastal’’). One of the members of the Company’s Board of Directors is a shareholder of Coastal. The Company earns a management fee based on a fixed percentage of earnings, while Coastal retains the remaining earnings. Under this management services agreement, Coastal retained $1.9 million and $1.7 million for its medical services for the three months ended June 30, 2012 and 2011, respectively, and $3.8 million and $3.7 million for its medical services for the six months ended June 30, 2012 and 2011, respectively.

The Company leases its space for three radiation oncology treatment centers and one facility used for administrative offices and physics services from entities affiliated with the above mentioned director. The Company recorded rent expense related to these leases of approximately $0.3 million and $0.2 million for the three months ended June 30, 2012 and 2011, respectively, and approximately $0.5 million for each of the six months ended June 30, 2012 and 2011.

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9. Guarantors of Debt

The Company is the borrower under the Senior Notes, which includes full, unconditional and joint and several guarantees by the Company’s wholly-owned subsidiaries. All of the operating income and cash flow of the Company is generated by its subsidiaries. As a result, funds necessary to meet the debt service obligations under the Senior Notes are provided by the distributions or advances from the subsidiary companies. Entries necessary to consolidate all of the subsidiary companies are reflected in the Eliminations/Adjustments column. Certain previously reported financial information has been reclassified to conform to the current presentation. Such reclassifications did not affect the Company’s consolidated financial condition, net loss, or cash flows previously reported. The condensed consolidating financial statements for the Company, the guarantors and the non-guarantors are as follows:

Consolidating Balance Sheets

For the Six Months Ended June 30, 2012

(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Assets
Current assets:
Cash	$	—		$	7,335		$	—	$	—		$	7,335
Accounts receivable, less allowances of $1,827	—			16,894			—		—			16,894
Deferred income taxes	—			1,391			—		—			1,391
Other current assets and prepaid expenses	—			3,265			—		—			3,265
Total current assets	—			28,885			—		—			28,885
Property and equipment, net	—			30,811			—		—			30,811
Goodwill	—			174,353			—		—			174,353
Intangibles and other assets	5,732			48,940			70		—			54,742
Intercompany receivable	149,392			(149,508		)	116		—			—
Investment in subsidiaries	85,161			127			—		(85,288		)	—
Total assets	$	240,285		$	133,608		$	186	$	(85,288	)	$	288,791
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	3,084		$	11,505		$	—	$	—		$	14,589
Current portion of long-term debt and capital leases	—			1,358			—		—			1,358
Other current liabilities	—			560			59		—			619
Total current liabilities	3,084			13,423			59		—			16,566
Long-term debt, net of unamortized discount of $2,840, less current portion	207,160			—			—		—			207,160
Capital leases, less current portion	—			1,502			—		—			1,502
Other long-term liabilities	—			2,454			—		—			2,454
Deferred income tax liabilities	(18,003		)	28,589			—		—			10,586
Total liabilities	192,241			45,968			59		—			238,268
Total Company stockholders’ equity	48,044			—			—		—			48,044
Noncontrolling interests	—			2,479			—		—			2,479
Subsidiary equity (deficit)	—			85,161			127		(85,288		)	—
Total equity	48,044			87,640			127		(85,288		)	50,523
Total liabilities and stockholders’ equity (deficit)	$	240,285		$	133,608		$	186	$	(85,288	)	$	288,791

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Consolidating Balance Sheets

For the Year Ended December 31, 2011

(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Assets
Current assets:
Cash	$	—		$	6,988		$	—	$	—		$	6,988
Accounts receivable, less allowances of $1,788	—			18,812			—		—			18,812
Deferred income taxes	—			1,391			—		—			1,391
Other current assets and prepaid expenses	—			3,468			—		—			3,468
Total current assets	—			30,659			—		—			30,659
Property and equipment, net	—			31,117			—		—			31,117
Goodwill	—			174,353			—		—			174,353
Intangibles and other assets	6,184			51,096			70		—			57,350
Intercompany receivable	161,730			(161,848		)	118		—			—
Investment in subsidiaries	81,142			127			—		(81,269		)	—
Total assets	$	249,056		$	125,504		$	188	$	(81,269	)	$	293,479
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	3,084		$	8,145		$	—	$	—		$	11,229
Current portion of long-term debt and capital leases	—			1,633			—		—			1,633
Other current liabilities	—			385			61		—			446
Total current liabilities	3,084			10,163			61		—			13,308
Long-term debt, net of unamortized discount of $3,049, less current portion	206,951			—			—		—			206,951
Capital leases, less current portion	—			2,146			—		—			2,146
Other long-term liabilities	—			2,403			—		—			2,403
Deferred income tax liabilities	(14,636		)	27,244			—		—			12,608
Total liabilities	195,399			41,956			61		—			237,416
Total Company stockholders’ equity	53,657			—			—		—			53,657
Noncontrolling interests	—			2,406			—		—			2,406
Subsidiary equity (deficit)	—			81,142			127		(81,269		)	—
Total equity	53,657			83,548			127		(81,269		)	56,063
Total liabilities and stockholders’ equity (deficit)	$	249,056		$	125,504		$	188	$	(81,269	)	$	293,479

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Consolidating Statement of Operations

For the Three Months Ended June 30, 2012

(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Net revenue	$	—		$	24,432		$	—	$	—		$	24,432
Total operating expenses	—			21,819			—		—			21,819
Income from operations	—			2,613			—		—			2,613
Total other expense, net	(6,508		)	(250		)	—		—			(6,758		)
(Loss) income before income taxes	(6,508		)	2,363			—		—			(4,145		)
Income tax benefit	958			105			—		—			1,063
(Loss) income before equity in earnings of consolidated subsidiaries	(5,550		)	2,468			—		—			(3,082		)
Equity in earnings (losses) of consolidated subsidiaries	2,468			—			—		(2,468		)	—
Net (loss) income	(3,082		)	2,468			—		(2,468		)	(3,082		)
Less: Net income (loss) attributable to noncontrolling interest	—			46			—		—			46
Net (loss) income attributable to the Company	$	(3,082	)	$	2,422		$	—	$	(2,468	)	$	(3,128	)

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Consolidating Statement of Operations

For the Six Months Ended June 30, 2012

(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Net revenue	$	—		$	49,014		$	—	$	—		$	49,014
Total operating expenses	—			43,408			—		—			43,408
Income from operations	—			5,606			—		—			5,606
Total other expense, net	(13,000		)	(406		)	—		—			(13,406		)
(Loss) income before income taxes	(13,000		)	5,200			—		—			(7,800		)
Income tax benefit (expense)	3,367			(1,345		)	—		—			2,022
(Loss) income before equity in earnings of consolidated subsidiaries	(9,633		)	3,855			—		—			(5,778		)
Equity in earnings (losses) of consolidated subsidiaries	3,855			—			—		(3,855		)	—
Net (loss) income	(5,778		)	3,855			—		(3,855		)	(5,778		)
Less: Net income (loss) attributable to noncontrolling interest	—			99			—		—			99
Net (loss) income attributable to the Company	$	(5,778	)	$	3,756		$	—	$	(3,855	)	$	(5,877	)

Consolidating Statement of Operations

For the Three Months Ended June 30, 2011

(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Net revenue	$	—		$	25,424		$	—	$	—		$	25,424
Total operating expenses	—			22,130			—		—			22,130
Income from operations	—			3,294			—		—			3,294
Total other expense, net	(6,471		)	(487		)	—		—			(6,958		)
(Loss) income before income taxes	(6,471		)	2,807			—		—			(3,664		)
Income tax benefit (expense)	2,407			(1,049		)	—		—			1,358
(Loss) income before equity in earnings of consolidated subsidiaries	(4,064		)	1,758			—		—			(2,306		)
Equity in earnings (losses) of consolidated subsidiaries	1,758			—			—		(1,758		)	—
Net (loss) income	$	(2,306	)	$	1,758		$	—	$	(1,758	)	$	(2,306	)

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Consolidating Statement of Operations

For the Six Months Ended June 30, 2011

(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Net revenue	$	—		$	51,184		$	—	$	—		$	51,184
Total operating expenses	—			43,894			—		—			43,894
Income from operations	—			7,290			—		—			7,290
Total other expense, net	(12,881		)	(764		)	—		—			(13,645		)
(Loss) income before income taxes	(12,881		)	6,526			—		—			(6,355		)
Income tax benefit (expense)	4,766			(2,412		)	—		—			2,354
(Loss) income before equity in earnings of consolidated subsidiaries	(8,115		)	4,114			—		—			(4,001		)
Equity in earnings (losses) of consolidated subsidiaries	4,114			—			—		(4,114		)	—
Net (loss) income	$	(4,001	)	$	4,114		$	—	$	(4,114	)	$	(4,001	)

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Consolidating Statements of Cash Flow

For the Six Months Ended June 30, 2012

(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Operating activities
Net (loss) income	$	(5,778	)	$	3,855		$	—	$	(3,855	)	$	(5,778	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity interest in net earnings of joint ventures	—			(154		)	—		—			(154		)
Depreciation and amortization	—			7,863			—		—			7,863
Deferred income tax provision	(3,367		)	1,345			—		—			(2,022		)
Other, net	—			2,489			—		—			2,489
Changes in operating assets and liabilities	9,145			(11,910		)	—		3,855			1,090
Net cash provided by operating activities	—			3,488			—		—			3,488
Investing activities
Purchases of property and equipment	—			(1,427		)	—		—			(1,427		)
Distribution received from unconsolidated joint ventures	—			131			—		—			131
Investment in unconsolidated joint venture	—			(900		)	—		—			(900		)
Net cash used in investing activities	—			(2,196		)	—		—			(2,196		)
Financing activities
Principal repayments of debt	—			(240		)	—		—			(240		)
Principal repayments of capital leases	—			(679		)	—		—			(679		)
Noncontrolling interest in partnership distributions	—			(26		)	—		—			(26		)
Net cash used in financing activities	—			(945		)	—		—			(945		)
Net decrease in cash	—			347			—		—			347
Cash, beginning of period	—			6,988			—		—			6,988
Cash, end of period	$	—		$	7,335		$	—	$	—		$	7,335

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Consolidating Statements of Cash Flow

For the Six Months Ended June 30, 2011

(In Thousands)

	Issuer OnCure Holdings, Inc.			Subsidiary Guarantors			Subsidiary Non- Guarantors		Eliminations/ Adjustments			Total
Operating activities
Net (loss) income	$	(4,001	)	$	4,114		$	—	$	(4,114	)	$	(4,001	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity interest in net earnings of joint venture	—			(162		)	—		—			(162		)
Depreciation and amortization	—			9,086			—		—			9,086
Deferred income tax provision	(4,766		)	2,412			—		—			(2,354		)
Other, net	—			2,912			—		—			2,912
Changes in operating assets and liabilities	8,767			(15,490		)	—		4,114			(2,609		)
Net cash provided by operating activities	—			2,872			—		—			2,872
Investing activities
Purchases of property and equipment	—			(2,822		)	—		—			(2,822		)
Distribution received from unconsolidated joint venture	—			196			—		—			196
Net cash used in investing activities	—			(2,626		)	—		—			(2,626		)
Financing activities
Principal repayments of debt	—			(236		)	—		—			(236		)
Principal repayments of capital leases	—			(878		)	—		—			(878		)
Payment of debt issuance costs	—			(17		)	—		—			(17		)
Net cash used in financing activities	—			(1,131		)	—		—			(1,131		)
Net increase in cash	—			(885		)	—		—			(885		)
Cash, beginning of period	—			7,047			—		—			7,047
Cash, end of period	$	—		$	6,162		$	—	$	—		$	6,162

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

Business Overview

We operate radiation oncology treatment centers for cancer patients. We contract with radiation oncology medical groups and, in certain cases with integrated group practices, which we refer to as our affiliated physician groups, and their radiation oncologists through long-term management services agreements, or MSAs, to offer cancer patients a comprehensive range of radiation oncology treatment options. Radiation oncology treatments are primarily performed with a linear accelerator, or linac, which uses high-energy photons or electrons to destroy a tumor. We currently provide services to a network of 11 affiliated physician groups that treat cancer patients at our 38 radiation oncology treatment centers.

We typically lease the facilities where our radiation oncology treatment centers are located and own or lease all of the equipment and leasehold improvements at these centers. Through our MSAs, we provide our affiliated physician groups use of these facilities, certain clinical services of our treatment center staff, and administer the non-medical business functions of our treatment centers, such as technical staff recruiting, marketing, assisting with managed care contracting, receivables management and compliance, purchasing, information systems, accounting, human resource management and physician succession planning. Our affiliated physician groups and their physicians retain full control over the clinical aspects of patient care. This structure is designed to allow our affiliated physician groups to focus primarily on providing patient care and treatment center growth, including expansion of their group’s services.

Our MSAs have an average term of 10 years and are generally renewable for an additional five year period. Pursuant to the MSAs, our management services revenues include compensation by the affiliated physician groups for expenses incurred in operating our treatment centers plus a fee based on the earnings of our affiliated physician groups. As such, the operating costs of the treatment centers are our responsibility. We believe this MSA structure allows us to ensure the affiliated physician group’s business interests are aligned with our own. We estimate that approximately 99% of our affiliated physician groups’ revenues depend on reimbursement by third-party payors, including government payors. As such, our revenue is generated from our MSAs, but is impacted by the operations of the treatment centers, especially as they relate to revenues generated by the affiliated physician groups. On July 6, 2012 the Center for Medicare & Medicaid Services, or CMS, proposed an aggregate payment reduction of 15% for radiation oncology. The proposed changes, if finalized, would take effect January 1, 2013, and have a material adverse impact on net revenue and results of operations. For additional discussion regarding the CMS proposal and attendant risks, please see Part II, Item 1A — “Risk Factors” in this report.

Our network of 38 treatment centers includes 16 treatment centers in California, 18 treatment centers in Florida and four treatment centers in Indiana. We currently have MSAs with 11 affiliated physician groups, consisting of approximately 60 physicians, who on average have over 15 years of experience.

We may either develop a treatment center at a “de novo” site or lease a previously existing treatment center and purchase the existing assets within such center. We seek to purchase treatment centers or develop de novo treatment centers in locations in areas where there is high utilization of radiation oncology services and where we believe that we can maximize our profits by contracting with radiation oncology groups that can significantly benefit from our management services.

Our treatment centers are fitted with clinical technological equipment that allows our affiliated physician groups to provide cancer patients a high quality of care through clinically advanced treatment options. The early and continual adoption of cutting-edge technology by the physicians in our affiliated physician groups has enabled rapid sharing of this knowledge and best practices across the network to drive superior clinical results. Early adoption and appropriate utilization of these next generation technologies have resulted in more attractive reimbursement rates for our affiliated physician groups.

For the six months ended June 30, 2012, our net revenue, operating income and Adjusted EBITDA (see “Discussion of Non-GAAP Information” below) were $49.0 million, $5.6 million and $15.6 million, respectively, compared to $51.2 million, $7.3 million and $18.3 million, respectively, for the same period in 2011. The year-over-year decrease in net revenue, operating income and Adjusted EBITDA were principally due to a decrease in the number of patients being treated at our centers and a decrease in CMS reimbursement rates for the six months ended June 30, 2012. If the CMS proposed payment reductions for free standing radiation oncology clinics are finalized, we expect our net revenue, operating income, and Adjusted EBITDA for fiscal 2013 and forward would be adversely affected.

Our Services

Radiation therapy treatments are primarily performed with a linac which uses high-energy photons or electrons to destroy a tumor. Courses of treatment typically last from four to nine weeks. In advance of the actual treatments, a typical patient is provided the following services: (i) the patient is examined, counseled and advised of treatment options by a radiation oncologist; (ii) the agreed upon course of treatment is planned by a physicist under the oncologist’s direction; (iii) a trained dosimetrist designs and verifies that

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the treatment plan’s radiation dose and targeting are properly calibrated in the software that controls the linac; (iv) a trained radiation therapy technologist assists the patient to, and positions the patient on, the linac and (v) the technologist verifies the planned dose and beam target before delivering the radiation oncology treatment. Through the use of our treatment centers and equipment, our affiliated physician groups offer a wide array of radiation oncology treatments to cancer patients. The radiation oncologists maintain full control over the provision of medical services at our treatment centers while we provide the non-medical business functions, such as technical staff recruiting, marketing, managed care contracting, receivables management and compliance, purchasing, information systems, accounting, human resource management and physician succession planning. Many of our radiation oncology treatment centers also offer support services designed to enhance the patient experience such as support groups, psychological and nutritional counseling and transportation assistance.

The majority of individuals who undergo radiation therapy for cancer are treated with external beam radiation therapy. External beam radiation therapy involves exposing the patient to an external source of radiation through the use of special equipment that directs radiation at the cancer. Equipment utilized for external beam radiation therapy varies as some are better for treating cancers near the surface of the skin and others are better for treating cancers deeper in the body. A linac, the common piece of equipment used for external beam radiation therapy, can create both high-energy and low-energy radiation. High-energy radiation is used to treat many types of cancer while low-energy radiation is used to treat some forms of skin cancer. A course of external beam radiation therapy typically ranges from four to nine weeks. Treatments generally are given to a patient once each day.

Another category of radiation therapy is internal radiation therapy, which involves the placement of the radiation source inside the body. The source of the radiation (such as radioactive iodine) is sealed in a small holder, known as an implant, and is introduced through the aid of thin wires or plastic tubes. Internal radiation therapy places the radiation source as close as possible to the cancer cells and delivers a higher dose of radiation in a shorter time than is possible with external beam treatments. Implants may be removed after a short time or left in place permanently (with the radioactivity of the implant dissipating over a short time frame). Temporary implants may be either low-dose rate or high-dose rate. Low-dose rate implants are left in place for several days while high-dose rate implants are removed after a few minutes.

Each of our treatment centers is designed to provide a comprehensive array of outpatient programs necessary to treat a cancer patient with radiation therapy. Of our 38 treatment centers, 34 are equipped with a linac that we own or lease. We have an advanced base of technology, including IMRT capabilities in all of our treatment centers and IGRT capabilities in a majority of our treatment centers. Our treatment centers provide a wide variety of therapies; however, our primary therapies are:

· Conventional Beam Therapy, or CBT: The dominant form of radiation oncology treatment, which may result in relatively high radiation exposure with limited precision, CBT enables radiation oncologists to utilize linac machines to direct radiation beams at the tumor location. After clinical treatment planning is completed, the final configuration of the treatment parameters in the linacs is tested on the patient using a computerized fluoroscopic simulator or by means of computer simulation. The simulator is employed to test the prescribed coordinates of the beam for effective treatment and minimization of exposure (and, therefore, risk of injury) of healthy tissue and critical body structures. Before radiation is administered, custom protective blocks are designed and shaped for each patient to ensure that non-targeted tissue is blocked as thoroughly as possible from radiation. These services are provided by all of our centers.

· Intensity Modulated Radiation Therapy, or IMRT: This state-of-the-art cancer treatment method utilizes computer-controlled x-ray accelerators to deliver precise doses of radiation that conform to the three dimensional shape of the tumor by modulating the intensity of an external beam. By targeting tumors more precisely than is possible with CBT, IMRT can deliver higher radiation doses directly to cancer cells while sparing surrounding healthy tissue. These services are provided by all of our centers.

· Image Guided Radiation Therapy, or IGRT: This treatment combines precise three dimensional imaging from computerized tomography scanning or precise x-ray with highly targeted radiation beams via IMRT. This technology allows clinicians to locate a tumor target prior to a radiation oncology treatment, dramatically reducing the need for large target margins, which have traditionally been used to compensate for errors in localization. As a result, the amount of healthy tissue exposed to radiation can be reduced, minimizing the incidence of side effects. The clinical application for expanded treatment sites using IGRT includes the pancreas, lung and liver. These services are provided by 24 of our centers.

In addition to the above mentioned therapies, we also offer other advanced services at various of our centers, including:

· Positron Emission Tomography, or PET—Computed Tomography, or CT: PET involves the injection of radioactive isotopes into a patient to obtain images of metabolic physiologic processes. The application of PET in the detection of cancer has become significant as it was the first diagnostic procedure that can detect and monitor a patient’s metabolic

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malignancies. PET/CT provides information that is not available with other medical imaging and combines the metabolic cancer cells detection of PET with an anatomical picture of the tumor on a CT. These services are provided by four of our centers.

· High Dose Rate Brachytherapy: This treatment involves the use of radioactive isotopes placed directly in contact with cancer tissues, which are then removed when a lethal dose of radiation has been delivered to the cancer. These services are provided by 17 of our centers.

· Simulation, Dosimetry and Three Dimensional Conformal Treatment Planning: These procedures involve the use of a computer scan, allowing tumors to be visualized in a three dimensional format. This makes it possible to treat the cancer volume with very narrow margins, which greatly decreases the amount of normal tissue irradiated and treatment side effects. This technique also permits the delivery of a larger lethal dose of radiation to the cancer. These services are provided by all of our centers.

· Prostate Implantation: Involves the use of palladium and iodine “seeds” and other radioactive implants (radioactive isotopes) in the treatment of prostate cancer while sparing the nearby organs and structures. These services are provided by 14 of our centers.

· Stereotactic Radiosurgery, or SRS: Enables delivery of concentrated, precise, high dose radiation beams to localized tumors. Historically, stereotactic radiosurgery was used primarily for contained lesions of the brain but recent advancements in imaging technologies have allowed more types of tumors to be targeted, therefore broadening the use of stereotactic radiosurgery for extra-cranial cancers. These services are provided by seven of our centers.

Net Revenue and Expenses

Net Revenue. We generate net revenue pursuant to long-term MSAs with affiliated physician groups. Pursuant to these MSAs, we provide our affiliated physician groups use of our facilities, certain clinical services of our treatment center staff and administer the non-medical business functions of our treatment centers, such as technical staff recruiting, marketing, managed care contracting, receivables management, compliance, purchasing, information systems, accounting, human resource management and physician succession planning. In return, our management services revenues include compensation by the affiliated physician groups for expenses incurred in operating our treatment centers plus a fee based on the earnings of our affiliated physician groups, with the exception of one MSA in California, under which we earn our management fee based on a fixed percentage of the affiliated physician group’s net revenue. Net revenue for the three and six months ended June 30, 2012 was $24.4 million and $49.0 million, respectively.

Operating Expenses. Our operating expenses consist principally of (i) the salaries and benefits we pay to our employees, including our management, billing and collections staff, administrative staff, marketing staff and the professionals and employees working at our treatment centers other than the radiation oncologists; (ii) general and administrative expenses, including maintenance, rent, utilities, insurance and other expenses for our corporate and administrative offices and treatment centers; and (iii) depreciation and amortization. The operating costs of the treatment centers are our responsibility. Operating expenses for the three and six months ended June 30, 2012 was $21.8 million and $43.4 million, respectively.

Factors Affecting our Growth

We seek to drive growth by increasing our same-center operating performance, acquiring and developing new treatment centers in both our current and new markets and capitalizing on our receivables management expertise to maximize collections and benefitting from payors’ increased acceptance of, and reimbursement for, next generation treatment technologies. On July 6, 2012 CMS proposed an aggregate payment reduction of 15% for radiation oncology. The proposed changes, if finalized, would take effect January 1, 2013, and have a material adverse impact on net revenue and results of operations. We plan to mitigate some of the adverse impact on 2013 and future net revenue and results of operations by improving center level operating efficiency through consolidation, reducing administrative costs and improving the collectability of billed charges by deploying new billing and collection software tools to supplement our existing billing and collection software. Some of these initiatives are being undertaken currently. For additional discussion regarding the CMS proposal and attendant risks, please see Part II, Item 1A — “Risk Factors” in this report.

Radiation therapy is a highly competitive business. Our treatment centers face competition from hospitals, other practitioners and other operators of radiation oncology treatment centers. Although we have experienced growth in many geographic areas in our markets, certain geographic areas have seen a decline in same-center performance due to competition. We are addressing our center level performance in these areas; however, we cannot guarantee that our efforts will improve performance in those markets.

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Acquisitions and Developments

We expect to selectively acquire and develop treatment centers in connection with the implementation of our growth strategy. When we acquire a treatment center, the purchase price is allocated to the assets acquired and liabilities assumed based upon their respective values on the acquisition date. The excess of the purchase price over the fair value of net assets acquired is allocated to goodwill. We believe the fair values assigned to the assets acquired and liabilities assumed were based on reasonable assumptions.

On March 31, 2012 we purchased a 50.1% membership interest in Santa Maria Radiation, LLC, which owns a treatment center and administrative building we currently lease in Santa Maria, California, for an aggregate purchase price of $0.9 million.

On July 19, 2011, we received approval from the State of California to provide cancer patient treatment at a de novo site in Yorba Linda, California. The de novo site, developed in cooperation with one of our local affiliated physician groups, began providing cancer consultation services during July 2011 and began cancer patient treatments during August 2011.

On May 3, 2011, the Company was notified by Northeast Florida Cancer Services, LLC, or NFCS, an affiliate of Hospital Corporation of America, of its intent to divest of its 51% ownership in Memorial Southside Cancer Center, LLC, or Memorial. The Company and Ninth City Landowners, LLP, or Ninth City, each owned a 24.5% interest in Memorial. On August 31, 2011, the Company and Ninth City jointly acquired NFCS’s 51% ownership. As a result of the transaction, the Company and Ninth City each own 50% of Memorial. The assets of the cyber knife business, a component of Memorial, were distributed to NFCS in addition to cash of approximately $0.8 million, 50% of which was paid by Oncure, representing the difference in the value of the cyber knife assets distributed and the value of the 51% NFCS ownership interest in Memorial. The Company records its ownership interest under the equity method of accounting for an investment in an unconsolidated joint venture.

In January 2006, we formed the Vidalia Regional Cancer Center, LLC as a joint venture with Meadows Regional Medical Center, Inc., or Meadows, to develop and operate a new cancer treatment center in Vidalia, Georgia. Both the Company and Meadows committed to fund the initial capital requirements upon issuance of a certificate of need, or CON, by the Georgia Department of Community. The CON was issued to Meadows in 2010 and was contributed to the joint venture as Meadows’ initial capital contribution. During 2011, Vidalia Regional Cancer Center, LLC was renamed Meadows Regional Cancer Center, LLC and the operating agreement was amended to include a 40% equity interest for the Company and Meadows and a 20% equity interest for Florida Radiation Oncology Group, LLC. On May 3, 2011, the Amended and Restated Operating Agreement was executed by the parties named above. We have committed to provide $1.0 million of initial capital to Meadows Regional Cancer Center, LLC which includes operating lease guarantees, purchases of furniture and fixtures and initial funding of operating working capital. We have not contributed any money to the development as of June 30, 2012. Development activities began during the second quarter of 2011 and are expected to conclude during the first quarter of 2013 with the commencement of patient treatment. The Company records its ownership interest under the equity method of accounting for an investment in an unconsolidated joint venture.

On December 1, 2011, the Company contributed all of the existing assets, operations and liabilities of its Simi Valley Cancer Center to a newly formed California limited liability company, Simi Valley Cancer Center Management LLC (the “Simi Valley LLC”). Simi Valley Hospital & Health Care Services, a nonprofit hospital, purchased a 50% interest in the Simi Valley LLC for $2.0 million. The Simi Valley LLC will provide technical clinical and management services to one of our affiliated physician groups.

Third-Party Contracting

Our affiliated physician groups receive payments for their services and treatments rendered to patients covered by third-party payors and government programs. Most of our affiliated physician groups’ revenue from third-party payors is from managed care organizations and is attributable to contracts we have negotiated with them. These contracts specify fixed fees for services provided at our treatment centers, and give the managed care organization the ability to market access to our affiliated physician groups and physicians to their members. This is a benefit to the managed care organization, and also gives our affiliated physician groups access to a larger pool of potential patients.

Receivables Management

Our affiliated physician groups provide radiation therapy services under a significant number of different professional and technical codes, which determine reimbursement. Our affiliated physician groups rely on us to provide the complex coding, billing and collections services necessary for payment. Fees billed to contracted third-party payors and government sponsored programs are automatically adjusted to the allowable payment amount at the time of billing. For third-party payors with whom we do not have contracts and self-pay patients, the amount we expect will be paid for services is estimated and recorded at the time of billing. We revise these estimates at the time billings are collected for any actual differences in the amount received and the net billings due.

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As part of the MSA, and in consideration of the management services we provide to them, the affiliated physician groups assign their accounts receivable to us. Accounts receivable and the related cash flows upon collection of these accounts receivable are reported net of estimated allowances for doubtful accounts and contractual adjustments.

Sources of our Affiliated Physician Groups’ Net Revenue By Payor

Our affiliated physician groups’ net revenue is summarized by payor source in the following table:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Third-party payors	56	%	57	%	55	%	55	%
Medicare	37	%	37	%	38	%	39	%
Medicaid	6	%	5	%	6	%	5	%
Self-pay	1	%	1	%	1	%	1	%

Our affiliated physician groups receive payments for their services and treatments rendered to patients covered by Medicare, Medicaid, third-party payors and self-pay. Revenue consists primarily of net patient service revenue that is recorded based upon established billing rates less allowances for contractual adjustments. Estimates of contractual allowances for patients with health care insurance are based upon the payment terms specified in the related contractual agreements. Revenue related to uninsured patients and co-payment and deductible amounts for patients who have health care coverage may have discounts applied (uninsured discounts and contractual discounts). We record a provision for bad debts based primarily on historical collection experience related to these uninsured accounts to record the net self-pay accounts receivable at the estimated amounts we expect to collect. Generally, our affiliated physician groups’ net revenue is impacted by a number of factors, including the payor mix, the number and nature of procedures performed and the rate of payment for the procedures.

Third-Party Payors. Third-party payors include private health insurance, as well as related payments for co-insurance and co-payments. Most of our affiliated physician groups’ third-party payor revenue is attributable to contracts where a set fee is negotiated relative to services provided by our treatment centers. We do not have any contracts that individually represent over 5% of our affiliated physician groups’ net revenue. If payments by managed care organizations and other third-party payors decrease then our net revenue and net income could decrease.

Medicare and Medicaid. Since cancer disproportionately affects elderly people, a significant portion of our affiliated physician groups’ net revenue is derived from the Medicare program as well as related co-payments. Medicare reimbursement rates are determined by CMS and are typically lower than rates to third-party payors and self-pay patients. Further, Medicaid reimbursement rates are typically lower than Medicare rates. Government sponsored programs generally reimburse on a fee-for-service basis based on a predetermined reimbursement rate schedule. Medicare reimbursement rates are determined by a formula that typically changes on an annual basis. Further, under recent legislative reforms, identified Medicare overpayments that have not been repaid by our affiliated physician groups within 60 days are subject to False Claims Act liability, which include, among other things, civil penalties and exclusions from government health care groups. CMS recently proposed a rule that would create a 10-year “lookback period,” requiring repayment for identified overpayments within 10 years of the date the monies were received. It is uncertain if the proposed rule will be finalized or how it could impact our revenues. We depend on payments from government sources and any changes in Medicare or Medicaid programs could result in an increase or decrease in our net revenue and net income. For example, on July 6, 2012 CMS proposed an aggregate payment reduction of 15% for radiation oncology. The proposed changes, if finalized, would take effect January 1, 2013, and we expect would have a material adverse impact on 2013 and future net revenue and results of operations.

Self-Pay. Self-pay consists of payments for treatments by patients not otherwise covered by Medicare, Medicaid and third-party payors.

Seasonality

Our results of operations historically have fluctuated on a quarterly basis and can be expected to continue to fluctuate. Some of the patients of our Florida treatment centers are part-time residents in Florida during the winter months. Hence, these treatment centers have historically experienced higher utilization rates during the winter months than during the remainder of the year. In addition, referrals are typically lower in the summer months due to traditional vacation periods.

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Results of Operations

The following summary results of operations data are qualified in their entirety by reference to, and should be read in conjunction with, our unaudited consolidated financial statements and the accompanying notes thereto.

The following table presents results of operations for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)						(in thousands)
Statement of Operations Data:
Net revenue	$	24,432		$	25,424		$	49,014		$	51,184
Cost of operations:
Salaries and benefits	8,043			8,308			16,365			16,865
Depreciation and amortization	3,920			4,521			7,863			9,086
General and administrative expenses	9,856			9,301			19,180			17,943
Total operating expenses	21,819			22,130			43,408			43,894
Income from operations	2,613			3,294			5,606			7,290
Other (expense) income:
Interest expense	(6,728		)	(6,715		)	(13,448		)	(13,379		)
Other (expense) income	(30		)	(243		)	42			(266		)
Total other expense	(6,758		)	(6,958		)	(13,406		)	(13,645		)
Loss before income taxes	(4,145		)	(3,664		)	(7,800		)	(6,355		)
Income tax benefit	1,063			1,358			2,022			2,354
Net loss	(3,082		)	(2,306		)	(5,778		)	(4,001		)
Less: Net income attributable to noncontrolling interest	46			—			99			—
Net loss attributable to OnCure Holdings, Inc.	$	(3,128	)	$	(2,306	)	$	(5,877	)	$	(4,001	)

Comparison of the Three Months Ended June 30, 2012 and 2011

Net revenue. Net revenue for the three months ended June 30, 2012 was $24.4 million compared to $25.4 million for the same period in 2011, a decrease of $1.0 million or 3.9%, primarily due to a 3.4% decrease in CBT treatments, a 2.6% decrease in IMRT treatments in 2012 and a 2.6% decrease in net revenue related to a decrease in CMS reimbursement rates for the three months ended June 30, 2012.

Salaries and benefits. Salaries and benefits for the three months ended June 30, 2012 was $8.0 million compared to $8.3 million for the same period in 2011, a decrease of $0.3 million, or 3.6%, primarily due to a $0.2 million net decrease of incentive and retention based compensation expense for 2012.

Depreciation and amortization. Depreciation and amortization expense for the three months ended June 30, 2012 was $3.9 million compared to $4.5 million for the same period in 2011, a decrease of $0.6 million, or 13.3%, primarily due to assets that became fully depreciated.

General and administrative expenses. General and administrative expenses for the three months ended June 30, 2012 were $9.9 million compared to $9.3 million for the same period in 2011, an increase of $0.6 million, or 6.5%, primarily due to an increase of $0.2 million in operating lease expense from the addition of two linacs during the second half of 2011 and an increase in other general and administrative expenses of $0.4 million primarily from increased center level operating expenses.

Interest expense. Interest expense for the three months ended June 30, 2012 remained comparable to the same period in 2011 at $6.7 million.

Income tax benefit. Income tax benefit for the three months ended June 30, 2012 was $1.1 million compared to $1.4 million for the same period in 2011, a decrease of $0.3 million, or 21.4%, primarily due to a valuation allowance on the deferred tax assets offset by an increase in loss before income taxes of $0.5 million.

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Net Loss. Net loss for the three months ended June 30, 2012 was $3.1 million compared to $2.3 million for the same period in 2011, an increase of $0.8 million, or 34.8%, primarily due to a decrease in net revenue, an increase in general and administrative expenses and a decrease in income tax benefit, offset by a decrease in depreciation and amortization as discussed above.

Comparison of the Six Months Ended June 30, 2012 and 2011

Net revenue. Net revenue for the six months ended June 30, 2012 was $49.0 million compared to $51.2 million for the same period in 2011, a decrease of $2.2 million or 4.3%, primarily due to a 5.3% decrease in CBT treatments, a 3.9% decrease in IMRT treatments in 2012 and a 2.6% decrease in net revenue related to a decrease in CMS reimbursement rates for the six months ended June 30, 2012.

Salaries and benefits. Salaries and benefits for the six months ended June 30, 2012 was $16.4 million compared to $16.9 million for the same period in 2011, a decrease of $0.5 million, or 3.0%, primarily due to a $0.5 million net decrease of incentive and retention based compensation expense for 2012.

Depreciation and amortization. Depreciation and amortization expense for the six months ended June 30, 2012 was $7.9 million compared to $9.1 million for the same period in 2011, a decrease of $1.2 million, or 13.2%, primarily due to assets that became fully depreciated.

General and administrative expenses. General and administrative expenses for the six months ended June 30, 2012 were $19.2 million compared to $17.9 million for the same period in 2011, an increase of $1.3 million, or 7.3%, primarily due to an increase of $0.3 million in operating lease expense from the addition of two linacs during the second half of 2011, an increase of $0.2 million in equipment related repairs and maintenance expense at the treatment centers, an increase of $0.2 million related to re-organizing physician groups in Florida into a consolidated billing entity, and an increase in other general and administrative expenses of $0.6 million primarily from increased center level operating expenses.

Interest expense. Interest expense for the six months ended June 30, 2012 remained comparable to the same period in 2011 at $13.4 million.

Income tax benefit. Income tax benefit for the six months ended June 30, 2012 was $2.0 million compared to $2.4 million for the same period in 2011, a decrease of $0.4 million, or 16.7%, primarily due to a valuation allowance on the deferred tax assets offset by an increase in loss before income taxes of $1.4 million.

Net Loss. Net loss for the six months ended June 30, 2012 was $5.9 million compared to $4.0 million for the same period in 2011, an increase of $1.9 million, or 47.5%, primarily due to a decrease in net revenue, an increase in general and administrative expenses and a decrease in income tax benefit, offset by a decrease in depreciation and amortization as discussed above.

Liquidity and Capital Resources

As of June 30, 2012, we had total cash and cash equivalents of $7.3 million, $207.2 million of outstanding long-term indebtedness, net of discount, and availability under our Revolving Credit Facility, subject to certain covenants and restrictions, of up to $40.0 million, which may be increased pursuant to the terms of the indenture governing the Senior Notes and the agreement governing our Revolving Credit Facility.

On May 13, 2010, we concluded an offering for $210.0 million of Senior Notes. Proceeds from the sale of the Senior Notes were used primarily to repay our then existing senior credit facility and subordinated debt. Concurrently with the closing of the offering, our direct wholly-owned subsidiary, Oncure Medical Corp., and each of its direct and indirect subsidiaries entered into a new Revolving Credit Facility with GE Capital Markets, Inc., as sole lead arranger and book manager, General Electric Capital Corporation, as administrative agent and collateral agent, and the other lenders from time to time party thereto. To date, we have not repurchased any of the Senior Notes, although we may, under appropriate market conditions, do so in the future through cash purchases or exchange offers, in open market, privately negotiated or other transactions. We will evaluate any such transactions in light of then-existing market conditions, taking into account contractual restrictions, our current liquidity and prospects for future access to capital. The amounts involved may be material.

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Our primary ongoing liquidity requirements are expected to be for working capital, debt service, capital expenditures and acquisitions. We may finance these liquidity requirements through a combination of cash on hand, cash flows from operating activities and the incurrence of additional indebtedness, including borrowings under our Revolving Credit Facility.

Based on our current business plan, assuming that our treatment centers continue to generate positive operating cash flow at or above those for the first six months of 2012 and that ongoing maintenance capital expenditures will be readily funded from the treatment centers’ annual operating cash flow, we believe that our existing cash balances, cash generated from operations and availability under our Revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our future cash requirements could be higher than we currently expect as a result of various factors. We are currently accruing, but not paying, the annual management fee that Genstar receives under its advisory services agreement with us. Such accrued amounts are due and could become payable at any time at the request of Genstar. Our ability to meet our liquidity needs could be adversely affected if we suffer adverse results of operations, or if we violate the covenants and restrictions to which we are subject under our Revolving Credit Facility. Additionally, our ability to generate sufficient cash from our operating activities is subject to general economic, political, regulatory, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us under our Revolving Credit Facility in an amount sufficient to enable us to pay our debt service, repay our indebtedness or to fund our other liquidity needs, and we may be required to seek additional financing through credit facilities with other lenders or institutions or seek additional capital through private placements or public offerings of equity or debt securities. No assurances can be given that we will be able to complete additional debt or equity financings on terms favorable to us or at all.

On July 6, 2012 CMS proposed an aggregate payment reduction of 15% for radiation oncology. The proposed changes, if finalized, would take effect January 1, 2013, and have a material adverse impact on net revenue and cash generated from operations. We plan to mitigate some of the adverse impact on 2013 and future net revenue and cash generated from operations by improving center level operating efficiency through consolidation, reducing administrative costs and improving the collectability of billed charges by deploying new billing and collection software tools to supplement our existing billing and collection software. Some of these initiatives are being undertaken currently. For additional discussion regarding the CMS proposal and attendant risks, please see Part II, Item 1A — “Risk Factors” in this report.

Radiation therapy is a highly competitive business and our treatment centers face competition from hospitals, other practitioners and other operators of radiation oncology treatment centers. Although we have experienced growth in many geographic areas in our markets, certain geographic areas have seen a decline in cash generated from operations as a result of a decline in same-center performance due to competition. We are addressing our center level performance in these areas, however, we cannot guarantee that our efforts will improve cash generated from operations in those markets or that we will have sufficient cash resources to execute on our mitigation strategies.

Cash Flows Provided By Operating Activities

Net cash provided by operating activities increased $0.6 million to $3.5 million for the six months ended June 30, 2012 compared to $2.9 million in 2011. The increase was primarily a result of an increase in cash provided by collections which reduced accounts receivable balances by $3.4 million offset by an increase in net loss of $1.8 million.

Cash Flows Used In Investing Activities

Net cash used in investing activities decreased by $0.4 million to $2.2 million for the six months ended June 30, 2012 compared to $2.6 million in 2011. The decrease was primarily due to a decrease in capital expenditures of approximately $1.4 million offset by an investment in unconsolidated joint venture of $0.9 million.

Cash Used In Financing Activities

Net cash used in financing activities decreased by $0.2 million to $0.9 million for the six months ended June 30, 2012 compared to $1.1 million in 2011. The decrease was primarily due to a decrease of $0.2 million for principal repayments on capital leases.

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Discussion of Non-GAAP Information

Adjusted EBITDA consists of net income as adjusted for depreciation and amortization, interest expense, interest and other income, income taxes, income from discontinued operations, non-cash equity based compensation expense, impairment loss, the management fee that we pay to Genstar and for certain other items that we believe are appropriate to manage the business and for the understanding of the reader, as detailed below. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.

We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe this measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industries with similar capital structures. We believe issuers of “high yield” securities also present Adjusted EBITDA because investors, analysts and rating agencies consider it useful in measuring the ability of those issuers to meet debt service obligations. We believe that Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures for interest are, by definition, available to pay interest, and income tax expense is inversely correlated to interest expense because income tax expense goes down as deductible interest expense goes up and depreciation and amortization are non-cash charges.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider this item in isolation, or as a substitute for an analysis of our results as reported under GAAP. Some of these limitations are:

· excludes certain income tax payments that may represent a reduction in cash available to us;

· does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

· does not reflect changes in, or cash requirements for, our working capital needs;

· does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments on our debt, including the notes;

· although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements;

· is adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

· other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure; and

· we include certain adjustments that may be recurring in nature and may not meet the GAAP definition of infrequent or unusual items, but we believe these items are appropriate to manage the business and for the understanding of the reader.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.

In calculating Adjusted EBITDA, we make certain adjustments that are based on assumptions and estimates. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses, or realize benefits, similar to those adjusted in this presentation. We calculate Adjusted EBITDA in accordance with the debt covenants of our revolving credit agreement and certain adjustments are subject to debt administrator concurrence.

Adjusted EBITDA is a supplemental measure of our performance and our ability to service debt that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities as measures of our liquidity. In addition, our measurements of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

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The following table reconciles net income to Adjusted EBITDA for the periods presented:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Net loss	$	(3,128	)	$	(2,306	)	$	(5,877	)	$	(4,001	)
Depreciation and amortization	3,920			4,521			7,863			9,086
Interest expense	6,728			6,715			13,448			13,379
Interest and other income, net	72			328			112			429
Income tax benefit	(1,063		)	(1,358		)	(2,022		)	(2,354		)
EBITDA	6,529			7,900			13,524			16,539
Plus:
Management fees (a)	375			375			750			750
Stock-based compensation expense	133			95			264			190
MSA legal expenses (b)	96			195			161			195
Acquisition related expenses (c)	—			11			103			21
Center closure costs (d)	—			—			—			100
Other expenses (e)	389			136			832			471
Adjusted EBITDA	$	7,522		$	8,712		$	15,634		$	18,266

(a) Represents Genstar management fees.

(b) Represents professional fees related to the ICON MSA renewal.

(d) Includes the disposal of assets at a previously closed center and costs related to a services rate reconciliation in 2011.

(e) Includes deferred rent amortization of $0.1 million for each of the six months ended June 30, 2012 and 2011; costs related to re-organizing physician groups in Florida into a consolidated billing entity of $0.4 million and $0.2 million for the six months ended June 30, 2012 and 2011, respectively; $0.2 million conditional management retention expense for the six months ended June 30, 2012; $0.1 million related to a nonrecurring services adjustment for the six months ended June 2012; and $0.1 million of professional fees associated with registration of Senior Notes under the Securities Act of 1933 for the six months ended June 2011.

Contractual Obligations

There have been no material changes to the contractual obligations disclosed in our most recent Annual Report on Form
10-K, although we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Off Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Inflation

We are impacted by rising costs for certain inflation-sensitive operating expenses such as equipment, labor and employee benefits. We believe that inflation has not had a material impact on us, but may in the future.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

On May 13, 2010, we entered into a Credit Agreement for a revolving credit facility which provides for borrowings of up to $40.0 million in total, subject to certain restrictions. Principal amounts outstanding under the Credit Agreement will bear interest at a rate of Prime plus 3.5% or LIBOR plus 4.5%. As of June 30, 2012, there were no amounts outstanding under the facility, accordingly, there is no impact from interest rate risk related to our Credit Agreement for the revolving credit.

Our Senior Notes bear fixed interest rates, and therefore, would not be subject to interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the Evaluation Date, our disclosure controls and procedures were effective such that the information relating to us, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission, SEC, reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the three months ended June 30, 2012, there were no changes in our internal controls that have materially affected or are reasonably likely to have materially affected our internal control over financial reporting.

Part II

Item 1. Legal Proceedings

The following supplements and amends the discussion set forth under Part I, Item 3 “Legal Proceedings” of our Annual Report on Form 10-K for the year ended December 31, 2011 and Part II, Item 1 “Legal Proceedings” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012.

Pursuant to a Management Services Agreement, the ICON MSA, dated March 1, 2005, by and among USCC Florida Acquisition Corp., FROG Oncure Southside, LLC and Oncure Medical Corp., or collectively, OnCure Medical, and Integrated Community Oncology Network, LLC, or ICON, Oncure Medical currently provides management and administrative services to ICON in exchange for a management fee. The ICON MSA had an initial term that expired on October 11, 2011, but provided for an automatic renewal of the MSA for an additional five year term unless (a) there had been a material change in: (i) the management fees provided for in the ICON MSA; (ii) the management services provided pursuant to the ICON MSA; or (iii) ICON’s clinical practice, in each case resulting from action taken by OnCure Medical, and (b) ICON provided OnCure Medical 90-days notice of its intent to terminate. On July 8, 2011, ICON notified OnCure Medical that it sought to terminate the ICON MSA effective October 11, 2011, alleging material changes in the management fees and management services under the ICON MSA as grounds for the termination. OnCure Medical and ICON participated in mediation to resolve the matter, but were unable to reach an agreement. Subsequently, OnCure Medical and ICON attempted to resolve the dispute pursuant to the arbitration provisions provided for in the ICON MSA. To that end, OnCure Medical and ICON entered into a Standstill Agreement under which each agreed to continue to perform and discharge their respective obligations under the ICON MSA from the date of the Standstill Agreement until either: (i) an arbitrator issues a final award allowing ICON to terminate the ICON MSA; or (ii) the ICON MSA terminates by its own terms or by agreement of the parties. Oncure Medical and ICON entered into an Amended and Restated Management Services Agreement, the 2012 MSA, with an effective date of May 1, 2012. Under the 2012 MSA,

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Oncure Medical will provide ICON with management services similar to those provided under the prior MSA as well as the MSAs with other affiliated physician groups. On May 23, 2012, the arbitration was dismissed with prejudice.

On October 28, 2011, we filed a complaint in the Delaware Court of Chancery against Shyam B. Paryani, M.D., the former Chairman of our board of directors, who is also a Director of ICON. The complaint alleges that Mr. Paryani breached his fiduciary duties of loyalty to the Company by engaging in self-dealing, self-enrichment, and other actions materially harmful to the Company’s business operations, particularly with regard to the ICON MSA. The complaint seeks to recover for the damages caused by the breaches, in addition to all costs and expenses incurred in bringing the action. Concurrent with the execution of the 2012 MSA, on May 18, 2012, we dismissed without prejudice the lawsuit we filed against Shyam B. Paryani, M.D., for alleged breaches of his fiduciary duties of loyalty to us.

We are involved in various other lawsuits and claims arising in the ordinary course of business. These other matters are, in the opinion of management, immaterial both individually and in the aggregate with respect to our consolidated financial position, liquidity or results of operations. Because of the uncertainties related to the incurrence, amount and range of loss on any pending litigation, investigation, inquiry or claim, management is currently unable to predict the ultimate outcome of any litigation, investigation, inquiry or claim, determine whether a liability has been incurred or make an estimate of the reasonably possible liability that could result from an unfavorable outcome. In view of the unpredictable nature of such matters, we cannot provide any assurances regarding the outcome of any litigation, investigation, inquiry or claim to which we are a party or the impact on us of an adverse ruling in such matters.

Item 1A. Risk Factors

Our business is subject to a number of risks, some of which are beyond our control. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. — “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. Other than the revised risk factor set forth below, there have been no material changes to the risk factors disclosed in our most recent Annual Report on Form 10-K, although we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results.

We depend on Medicare and Medicaid revenues generated by our affiliated physician groups for a significant amount of our net revenue and our business could be materially harmed by changes that result in reimbursement reductions.

Our affiliated physician groups’ payor mix is highly focused toward Medicare patients due to the high proportion of cancer patients over the age of 65. We estimate that approximately 45%, 44%, and 44% of our affiliated physician groups’ net revenue for fiscal years 2011, 2010 and 2009, respectively, consisted of payments from Medicare and Medicaid. These government programs generally reimburse on a fee-for-service basis based on a predetermined reimbursement rate schedule. For Medicare, this is referred to as the Medicare Physician Fee Schedule and many state Medicaid programs use a fixed percentage of the Medicare fee schedule as a basis for their reimbursement rate schedule. Medicare reimbursement rates under the Medicare Physician Fee Schedule are updated on an annual basis using a statutory formula that is applied to all physician specialties. Under the existing statutory formula, payments for the past several years would have decreased significantly without Congressional Intervention and extensions. For 2011, the Medicare and Medicaid Extenders Act of 2010 which was signed into law on December 15, 2010, froze the 2010 updates through 2011. On February 22, 2012, President Obama signed into law the Temporary Payroll Tax Cut Continuation Act of 2011, which replaced the Medicare physician payment reduction schedule with a 0% update, thereby allowing for continuation of current physician payment levels through 2012. Without Congressional intervention, CMS projected a rate reduction of 27.4% for 2012. For 2013, CMS projected a 27.0% reduction to physician payment rates under the existing statutory formula. If Congress fails to intervene to prevent the negative update factor for 2013 and for future years, through either another temporary measure or a permanent revision to the statutory formula, the resulting decrease in payment will materially and adversely impact our revenues and results of operations.

Effective January 1, 2011, CMS made further adjustments to the Medicare Physician Fee Schedule to increase aggregate payments for those physician specialties that have a higher proportion of their payment rates attributable to operating expenses such as equipment and supplies, which includes radiation oncology. In addition, as a result of adjustments to billing codes identified to be misvalued, radiation oncology specialties are among the entities that will experience decreases in aggregate payment for this reason. Some of these changes will be transitioned over several years, and in 2012, CMS estimates that the combined impact will be a 6% reduction in radiation oncology payments. In the proposed Medicare Physician Fee Schedule for 2013, CMS projects an aggregate payment reduction of 15% to radiation oncology. A portion of this projected payment reduction stems from CMS’s proposed revisions to the amount of time allotted to perform IMRT and stereotactic body radiation therapy (“SBRT”), which would decrease the overall

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payment for these procedures. CMS is also undertaking a review of procedure times allotted to other radiation oncology treatments and has requested comments regarding the procedure times associated with IMRT, SBRT, and the other radiation oncology procedures. At this time, we believe that the regulatory changes, including the proposed changes that, if finalized, would take effect on January 1, 2013, will have a material adverse impact on our future revenues.

If revenues generated by our affiliated physician groups by managed care organizations and other third-party payors decrease, our net revenue and profitability would be adversely affected.

We estimate that approximately 54%, 55%, and 55% of our affiliated physician groups’ net revenue for fiscal years 2011, 2010 and 2009, respectively, was derived from payments by third-party payors such as managed care organizations and private health insurance programs. These third-party payors generally pay for the services rendered to an insured patient based upon predetermined rates. While third-party payor rates are generally higher than government program reimbursement rates, if managed care organizations and other private insurers reduce their rates, our affiliated physician groups experience a significant shift toward additional Medicare or Medicaid reimbursements or the revenues generated by our affiliated physician groups decrease for any other reason, then our net revenue and profitability will decline and our operating margins will be reduced. Any inability to maintain suitable financial arrangements with third-party payors could have a material adverse impact on our business.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Performance-Based Cash Awards under our 2012 Senior Leadership Incentive Plan

Performance-based cash bonus awards under the OnCure Holdings, Inc. 2012 Senior Leadership Incentive Plan (the “Incentive Plan”) consist of annual cash bonus awards and discretionary cash bonus awards. The purpose of the Incentive Plan is to reward our executive officers, including our named executive officers, for enhancing the value of the Company. Annual cash bonus awards under the Incentive Plan are contingent on our achievement of projected Adjusted EBITDA, which serves to motivate our executives to maximize earnings from our operations and to encourage our executives to work cooperatively as a team. We believe the annual budgeted amount of Adjusted EBITDA established by our board of directors is reasonably attainable while requiring substantial effort. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization less certain non-recurring items which if taken into account for purposes of the Incentive Plan would penalize our executives for items beyond their control and/or items not reflective of our actual operating results.

Under the terms of the Incentive Plan, participants are eligible to receive an annual bonus payment (a “Target Bonus”) equal to the higher of the participant’s base salary stated in the participant’s employment agreement or actual gross salary in 2012, multiplied by a percentage of such base salary, as determined by the compensation committee (the “Compensation Committee”) of our board of directors or established in the participant’s employment agreement or offer letter (the “Target Bonus Potential”). The percentage for each executive is reviewed, approved and documented by the Compensation Committee annually. To tie compensation to performance, there is no minimum award of compensation required by the Incentive Plan.

The Incentive Plan establishes that a bonus pool will be accrued to fund bonuses under the Incentive Plan only if we achieve 92% of a pre-established Adjusted EBITDA target. If the pre-established EBITDA target is achieved, the amount of the bonus pool will equal 50% of the amount by which 2012 Adjusted EBITDA exceeds the pre-established Adjusted EBITDA target. For each participant, 50% of the participant’s Target Bonus is non-discretionary and payable as long as we fund the bonus pool and the participant remains employed by us on the date the Compensation Committee declares annual bonus payments for 2012. The remaining 50% of the Target Bonus is discretionary and based on the Compensation Committee’s evaluation of whether the participant achieved pre-established performance criteria. In the event of a Change of Control of the Company (as defined in the OnCure Holdings, Inc. Equity Incentive Plan adopted August 18, 2006), pro rata bonuses will be paid to participants employed by the Company on the date of the Change of Control.

Set forth below is the Target Bonus Potential for 2012 for each of our named executive officers:

Name*	Target Bonus Potential (as a percentage of base salary)
George P. McGinn, Jr., President and Chief Executive Officer	100	%
Russell D. Phillips, Jr., Executive Vice President, General Counsel and Chief Compliance Officer**	60	%
Timothy A. Peach, Chief Financial Officer and Treasurer	50	%
William L. Pegler, Senior Vice President and Chief Operating Officer	50	%

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* Joseph Stork, our former Senior Vice President and Chief Development Officer, resigned in December 2011 and his last date of employment was January 6, 2012.
** Mr. Phillips resigned from the Company in June 2012 and his last date of employment was July 25, 2012.

The foregoing description of the Incentive Plan is qualified in its entirety by the terms of the Incentive Plan, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference. The Incentive Plan contains forward-looking statements, including but not limited to the statements regarding our budgeted, expected, estimated or anticipated future results. Because forecasts are inherently estimates that cannot be made with precision, our performance may differ materially from our budgets, estimates and targets. Therefore, the reader is cautioned not to rely on these forward-looking statements. We expressly disclaim any intent or obligation to update these forward-looking statements except as required to do so by law.

Item 6. Exhibits

Reference is made to the Index to Exhibits included herein.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 10, 2012.

	ONCURE HOLDINGS, INC.


	By:	/s/ TIMOTHY A. PEACH
		Timothy A. Peach
		Chief Financial Officer

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Exhibit Index

Exhibit		Description
10.1*		Amended and Restated Management Services Agreement, dated as of May 2, 2012, among USCC Florida Acquisition Corp., FROG Oncure Southside, LLC, Oncure Medical Corp. and Integrated Community Oncology Network, LLC.

10.2		OnCure Holdings, Inc. 2012 Senior Leadership Incentive Plan.

31.1		Certification of Chief Executive Officer pursuant to Rule 13a — 14(a) and Rule 15d — 14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a — 14(a) and Rule 15d — 14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

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

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

101**		The following financial information from the quarterly report on Form 10-Q of OnCure Holdings, Inc. for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheet at June 30, 2012 and December 31, 2011, (ii) the Consolidated Statement of Income for the three-month and six-month periods ended June 30, 2012 and 2011, (iii) the Consolidated Statement of Cash Flows for the six-month periods ended June 30, 2012 and 2011, and (iv) Notes to Consolidated Financial Statements.

* Confidential treatment was requested with respect to the omitted portions of this Exhibit, which portions have been filed separately with the Securities and Exchange Commission.

** Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

ONCURE HOLDINGS INC 10-Q