Wells Fargo Securities Healthcare Conference September 7, 2017

Transcription

1 Wells Fargo Securities Healthcare Conference September 7, 2017

2 Forward Looking Statements & Non-GAAP Financial Measures Except as otherwise indicated or unless the context otherwise requires, all references in this presentation to we, our, us, QHC, the Company or Quorum Health refer to Quorum Health Corporation and the combined business of the hospitals and related business operations, and Quorum Health Resources, LLC and its related business operations, that CHS contributed to Quorum Health Corporation in connection with the spin-off transaction. All references to CHS refer to Community Health Systems, Inc. and its consolidated subsidiaries. Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of All statements in this presentation other than statements of historical fact, including, but not limited to, statements regarding projections, expected operating results, the market position of Quorum Health and other events that depend upon or refer to future events or conditions or that include words such as expects, anticipates, intends, plans, believes, estimates, thinks, and similar expressions, are forward looking statements. Although we believe that these forward looking statements are based on reasonable assumptions, these assumptions are inherently subject to significant regulatory, economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and may be beyond our control. Accordingly, there can be no assurance that these future events will occur as anticipated, if at all, or that actual results will be as expected. A number of factors could affect the future results of Quorum Health or the healthcare industry generally and could cause Quorum Health s expected results to differ materially from those expressed in this presentation. Such differences may result from a number of factors, including but not limited to: a deterioration in the business or prospects of Quorum Health s business; adverse developments in Quorum Health s markets; our ability to improve the operations of acquired or existing hospitals; adverse developments in the U.S. or global capital markets, credit markets or economies generally; risks associated with Quorum Health s substantial indebtedness, leverage and debt service obligations; Quorum Health s ability to successfully make acquisitions and to integrate such hospitals, or successfully complete hospital divestitures; the impact of certain outsourcing functions, and the ability of CHS, as provider of our billing and collection services pursuant to the transition services agreements to timely and appropriately bill and collect; potential adverse impact of known and unknown government investigations, internal investigations, investor demands for investigation, audits, and federal and state false claims act litigation and other legal proceedings, including the shareholder litigation against our company and certain of our officers and threats of litigation, as well as the significant costs and attention from management required to address such matter; implementation, effect of and changes to adopted and potential federal and state healthcare reform legislation and other federal, state or local laws or regulations affecting the healthcare industry; the impact of the results of the recent United States presidential and other state and federal elections; the success and long-term viability of health insurance exchanges, which may be impacted by whether a sufficient number of payors participate; and changes in regulatory, social and political conditions. For additional discussion of risks, uncertainties and other factors, see the section titled Risk Factors in our Registration Statement on Form 10 and other filings with the Securities and Exchange Commission (the "SEC"). The combined and consolidated operating results of Quorum Health for the three and six months ended June 30, 2017, and any other periods referenced herein, are not necessarily indicative of the results that may be experienced for any such future period or for any future year. The forward-looking statements speak only as of the date of this presentation. QHC undertakes no obligation to revise or update any of these statements, or to make any other forward looking statements, whether as a result of new information, future events or otherwise. Non-GAAP Financial Measures This presentation includes certain financial information defined as non-gaap financial measures by the Securities and Exchange Commission. These measures may be different from non-gaap financial measures used by other companies and should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities or any other measure calculated in accordance with U.S. GAAP. A reconciliation of these non-gaap measurements to the nearest comparable GAAP measure is available at the end of this presentation. 1

3 Vision & Mission Vision Improving Health in Every Community We Serve Mission Build sustainable healthcare organizations by: Leading in safety, quality, and patient experience Investing in resources and services to improve access to local care Valuing the input of physicians, nurses, and other professionals Attracting and retaining engaged professionals who share our vision Building upon the vital nature of our hospitals in their communities 2

4 Our Hospitals Diversified Portfolio of Well-Positioned Assets Springfield 34 Hospitals Evanston Tooele Watsonville Mesquite Barstow Las Vegas Deming Big Spring Waukegan (2) Lock Haven Blue Island Sunbury Galesburg Massillon Granite City Louisa Red Bud Mt. Vernon Paintsville Marion Jackson Williamston Anna McKenzie Lexington Blue Ridge Hamlet Forrest City Helena Ft. Payne Monroe Greenville 16 States ~100 Managed Hospitals at QHR Alpine QHC LISTED NYSE QHC Hospital QHR Managed Hospital 3

5 Our Services Improving the Health of Our Communities 34 Acute Care Hospitals Operated 2,716 Physician Partners Active Medical Staff Managed ~ Employed Physicians ASCs Outpatient 5 3 Access Points Urgent Care Centers 13 Diagnostic Centers 2 FSEDs 4

6 Quorum Health Resources Consulting Services The Quorum Difference is the extraordinary combination of consulting guidance and operations experience to address health care organizations financial, operational and strategic issues. Quorum creates effective strategies and implements them to drive performance improvement and measurable results. Operations Support Quorum has provided a spectrum of hospital operations and management support for nearly four decades. We can customize our services to meet your hospital s specific needs, from an on-site management team to advisory services. Education For three decades, the Quorum Learning Institute has delivered timely, leading-edge educational programs to hospital leaders and professionals - helping them achieve their business goals. Each year the Learning Institute programs are attended by over 10,000 participants. Group Purchasing Organization Quorum Purchasing Advantage (QPA), can deliver greater discounts on supplies than other GPOs through our membership with HealthTrust. QPA also negotiates significant discounts on specialized products and services to generate additional savings for our client hospitals. Vantage Workforce Productivity Supply AdVantage Vantage Contract Master Vantage Benchmarking Vantage CAH Reimbursement Modeler 5

7 QHR Market Presence For nearly four decades, Quorum Health Resources has served more than 700 hospitals in every state. A national perspective and regional presence allows QHR to better meet clients needs on a local level. QHR s market presence and broad level of resources provides the agility and flexibility to address almost any hospital s specific challenges, from management to consulting to purchasing support. By the Numbers 700 Management clients served over nearly 4 decades Current multi-year hospital clients States with management clients $4.8B Management client hospital revenue 6

8 Quorum s Strategy

9 Adding Physicians for Local Access to Care Physician Commencements Q Employed Providers Includes Physicians & Mid-level Providers Physicians Commenced YTD In Strategic Specialties YTD YTD Medicare Case Mix Same Facility +1.9% All-Payor CMI for Q increased 2.2% 8

10 Hospital Group Physicians Employed and Active Status Physicians 24 Continuing Hospitals 1,435 1,669 1,715 1,837 1,842 1, Q116 Q216 Employed 197 Q316 Active Staff 201 Q Q Q217 Active Staff includes employed physicians on active status. 9

11 Service Expansion Springfield Oregon Expansion Project McKenzie Willamette New patient tower Expanding surgical capacity Completion expected late 2018 Project Costs ($ in millions) $105 $73 $17 $25 YTD YTD Total Costs To-Date Total Estimated Project 10

12 Improving Patient Safety and Quality of Care QHC Executive Quality Dashboard Developed To Facilitate Continuous Improvement Quality Measurement Categories CMS Five Star Rating (publicly reported on Hospital Compare) Mortality (CMS data and risk-adjusted all cause mortality rates) Safety (Serious Safety Event Rate, falls, HAIs, and others) Efficiency of Care (LOS, readmissions, ED flow, and others) Process of Care (inpatient and outpatient core measures) Patient Experience (CMS HCAHPS rating and internal HCAHPS measures) Q117 vs. Q416 Nursing Excellence (added in 2017) Consistent Reduction of Serious Safety Events (36%) (48%) (58%) (63%) (65%) (70%) (72%) (71%) (73%) (76%) (80%) (86%) (92%) Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316 Q416 Q117 Note: Represents reduction % since establishing baseline in April Source: Health Performance Improvement. 11

13 Recent Divestiture Highlights 2 hospitals divested in Q Completed 1 hospital divested in Q hospital divested in Q Divestitures Definitive Agreements 4 hospitals 2 in Tennessee Sale completion expected by end of in Pennsylvania Sale completion expected by Targeting $200 million of proceeds to reduce secured debt Letters of Intent 3 hospitals Two expected to be sold in 2H 2017 One expected to be sold in early 2018 (subject to CON approval process) $34 million received to date Other Evaluating additional hospitals with negative and low-single digit EBITDA margins 12

14 Financial Performance

15 Adjusted EBITDA ($ in millions) Adjusted EBITDA Adjusted EBITDA, Adjusted for 4 Divestitures Adjusted EBITDA, Adjusted for 14 Divestitures % Margin % Margin $85 $95 % Margin $92 $61 $67 $75 $29 $34 $35 $39 $37 $41 5.5% 6.5% 7.9% 5.7% 7.0% 7.5% 9.3% 6.5% 9.9% 10.4% 12.1% 9.6% Q Q YTD 2016 YTD 2017 Q Q YTD 2016 YTD 2017 Q Q YTD 2016 YTD 2017 See Slide 35 for reconciliation of Adjusted EBITDA and Adjusted EBITDA, Adjusted for Divestitures and Potential Divestitures to net income (loss), the most directly comparable U.S. GAAP financial measure. Adjusted EBITDA, Adjusted for 4 Divestitures excludes the effect of the negative EBITDA of hospitals divested during the period from our spin-off through June 30, 2017, which includes Barrow, Sandhills, Cherokee, and Trinity. Adjusted EBITDA, Adjusted for 14 Divestitures excludes the effect of the negative EBITDA of the four divested hospitals previously referenced and 10 additional hospitals we intend to divest. 14

16 Adjusted EBITDA Trended EBITDA Impact of Divestitures (in 000s) Q Q Q Q YE 2016 Q Q EBITDA $ 52,248 $ (227,792) $ 45,729 $ (38,529) $ (168,344) $ 23,146 $ 20,224 Legal, professional and settlement costs 241 5, ,166 7, ,934 Impairment of long-lived assets and goodwill - 250,400-41, ,870 3,300 12,900 Loss/(gain) on sale of hospitals ,150 2,150 (870) (4,321) Transaction costs related to Spin-off 3,735 1, , Post spin headcount reductions ,617 1,617-1,693 Change in estimate of NRV of AR ,799 22, Adjusted EBITDA $ 56,224 $ 29,232 $ 46,749 $ 30,717 $ 162,922 $ 26,142 $ 34,430 4 Hospitals Divested - Negative EBITDA 3,367 6,060 5,776 10,356 25,559 1,936 4,716 Adjusted EBITDA, Adjusted for 4 Divestitures $ 59,591 $ 35,292 $ 52,525 $ 41,073 $ 188,481 $ 28,078 $ 39, Potential Divestitures - Negative EBITDA (EBITDA) (4,647) 1,699 (6,627) 5,392 (4,183) 5,858 1,762 Adjusted EBITDA, Adjusted for 14 Divestitures $ 54,944 $ 36,991 $ 45,898 $ 46,465 $ 184,298 $ 33,936 $ 40,908 See Slide 35 for reconciliation of Adjusted EBITDA, Adjusted EBITDA, Adjusted for Divestitures, and Adjusted EBITDA, Adjusted for Potential Divestitures to net income (loss), the most directly comparable U.S. GAAP financial measure. 15

17 Net Patient Revenues (before Bad Debts) ($ in millions) Consolidated Same Facility Continuing 24 $571 $561 $547 $562 $393 $405 Q Q Q Q Q Q Growth Q from Q Excluding Q HQAF Revenues of $11.3 Million Net Patient Revenues for Q do not include any revenues from the California HQAF program due to pending approval by CMS. The 2016 second quarter includes $11.3 million from this program. See slide 9 for more information on HQAF revenues. 16

18 Hospital Group Volume Admissions Hospital Groups Q116 Q216 Q316 Q416 Q117 Q Continuing (0.9%) (3.0%) (1.8%) (3.4%) (0.6%) 1.5% 10 - Divestiture (2.6%) (1.9%) (4.7%) (0.8%) (4.0%) (6.0%) 34 - Total (1.4%) (2.7%) (2.6%) (2.6%) (1.6%) (0.7%) Adjusted Admissions Q116 Q216 Q316 Q416 Q117 Q Continuing 2.6% (1.6%) (2.2%) (2.9%) 0.3% 2.6% 10 - Divestiture 0.3% (2.4%) (3.0%) (4.6%) (3.1%) (5.2%) 34 - Total 1.9% (1.9%) (2.4%) (3.4%) (0.7%) 0.4% ER Visits Q116 Q216 Q316 Q416 Q117 Q Continuing 4.3% 0.0% (1.5%) (1.9%) (2.7%) (2.2%) 10 - Divestiture 5.4% (1.9%) (0.1%) (3.8%) (0.7%) (3.5%) 34 - Total 4.6% (0.5%) (1.1%) (2.4%) (2.2%) (2.6%) 17

19 Payor Mix Same Facility Self-pay 9.4% Net Operating Revenues Before Bad Debt Non-patient 4.1% Medicaid 18.3% Non-patient 4.8% Self-pay 9.3% Medicare 28.0% Managed Care & Commercial 38.8% Medicaid 19.1% Medicare 27.6% Managed Care & Commercial 40.6% Q Non-patient 4.3% Self-pay 10.1% Medicaid 16.4% Q Medicare 29.7% Q Managed Care & Commercial 39.5% 18

20 Hospital Group Payor Mix Q Net Operating Revenues Before Bad Debt Non-patient Non-patient Self-pay Medicaid Self-pay 5.4% 4.1% Medicaid 9.2% 17.9% 9.4% 18.3% Medicare 25.1% Managed Care & Commercial 42.4% Medicare 27.6% Managed Care & Commercial 40.6% 24 Continuing Hospitals Same Facility Hospitals 19

21 Operating Expenses ($ in millions) Salaries and Benefits % Net Revenues % Net Revenues $522 $530 Supplies $128 $128 Other Operating Expenses % Net Revenues $328 $321 $265 $265 $64 $64 $163 $ % 50.0% 48.3% 50.1% 12.1% 12.1% 11.8% 12.1% 30.8% 29.8% 30.5% 30.4% Q Q217 vs. Q216 Q YTD 2016 YTD 2017 Decreases of $9.7 million from the four divested facilities and $2.1 million from the 10 potential divestitures. Increase of $9.0 million at the 24 continuing hospitals, primarily due to increased adjusted admissions. Increase of $4.6 million for corporate office. Decreases in corporate and QHR from headcount reductions. Q Q217 vs. Q216 Q YTD 2016 YTD 2017 Decreases of $2.1 million from the four divested facilities and $0.3 million from the 10 potential divestitures. Increase of $2.4 million at the 24 continuing hospitals, primarily due to implant costs. We experienced reductions in rebates and administrative fee reimbursements from renegotiated contracts in connection with the spinoff. Q Q217 vs. Q216 Q YTD 2016 YTD 2017 Decreases of $7.1 million from the four divested facilities. Decrease in the California provider tax of $2.7 million. Medical Specialists fees increased $3.7 million from new contracts related to ER services and subsidies to third parties, including hospitalists. 20

22 Impairment Charges (In millions) Impairment of Long-lived Assets and Goodwill Long-lived Assets Total Property Capitalized Total Goodwill ($ in millions) and Software Medicare Long-lived and Long- Equipment Costs Licenses Assets Goodwill lived Assets 2016 Impairment Held for Sale Assets $ 11.2 $ 4.4 $ - $ 15.6 $ 5.0 $ 20.6 Held for Use Assets Step Two Goodwill Impairment FY 2016 Impairment Charges $ $ 18.9 $ 2.4 $ $ $ Impairment Q Held for Sale Assets $ 1.1 $ 0.8 $ - $ 1.9 $ 1.4 $ 3.3 Q Held for Sale Assets $ 2.2 $ - $ - $ 2.2 $ - $ 2.2 Held for Use Assets Total Q $ 12.9 $ - $ - $ 12.9 $ - $ 12.9 YTD 2017 Impairment Charges $ 14.0 $ 0.8 $ - $ 14.8 $ 1.4 $ 16.2 FY 2016 and YTD 2017 Impairment Charges $ $ 19.7 $ 2.4 $ $ $ As we continue to divest hospitals over next 12 to 15 months, it is likely we will incur further impairment charges based on the allocation of goodwill to those hospitals. Please see our Form 10-K for December 31, 2016, for more information on FY 2016 impairment charges. 21

23 Cash Flow and Capital ($ in millions) Cash Flow from Operations Capital Expenditures Net Working Capital $61 $37 $42 $300 $37 $22 $18 $273 Q ($27) Q YTD 2016 ($9) YTD 2017 Decrease in 2017 primarily due to interest payments on indebtedness and increase in Illinois AR. Includes capital expenditures for software. Q Q YTD 2016 YTD 2017 Capex related to Oregon project, equipment purchases, minor hospital renovations, and IT infrastructure Increase due to decrease in current portion of LT debt from debt pay down, lower interest accrual, and QHR legal settlement. 22

24 Accounts Receivable Days Sales Outstanding (DSO) Analysis DSOs Hospital Non-Self Pay (excluding Illinois Medicaid > 180 days) Hospital Illinois Medicaid > 180 Days Hospital Self Pay Clinics and Other Entities Subtotal Accounts Receivable at CHS Owned Collection Agency Total Days Sales Outstanding Cherokee Medical Center was divested March 31, 2017, and is excluded in that period and going forward. 23

25 Debt Compliance Debt Covenant Ratios March 31, 2017 June 30, 2017 Secured Net Leverage Ratio 3.83x 3.85x Benchmark 4.50x 4.50x Debt Cushion as % of EBITDA 15% 15% Period Benchmarks: Ratio At June 30, x July 1, 2017 to December 31, x January 1, 2019 and Thereafter 4.00x 24

26 California Provider Tax Program California Hospital Quality Assurance Fee Program (in millions) YE 2017 Estimated Gross Program Revenues $ 28.8 Provider Taxes (7.1) (Included in Other Operating Expenses) Total $ 21.6 Q Q Q Q YE 2016 Actual Gross Program Revenues $ 11.0 $ 11.3 $ 11.5 $ 11.5 $ 45.3 Provider Taxes (2.7) (2.7) (2.7) (2.8) (10.9) (Included in Other Operating Expenses) Total $ 8.3 $ 8.6 $ 8.8 $ 8.7 $ 34.4 QHC operates two hospitals in California Watsonville and Barstow 25

27 California Hospital Quality Assurance Fee California Department of Health Care Services implemented its first Hospital Quality Assurance Fee ( HQAF ) program in 2010 Provides funding for supplemental payments to California hospitals that serve Medi-Cal and uninsured patients Fourth and most recent phase of program ( HQAF IV ) covering period from January 2014 through December 2016 (authorized by legislation) was enacted in October 2013 and approved by CMS in late 2014 QHC recognized $34.4m, $31.5m and $25.2m of revenues, net of fees, in 2016, 2015 and 2014, respectively November 2016, California voters approved a state constitutional amendment measure that extends indefinitely the statue that imposes fees on California hospitals seeking federal matching funds Current program expired on December 31, 2016, and California has applied for the extension In prior programs, CMS approval occurred after the start of the program and reimbursement was retroactively applied to the start of the program California submitted program to CMS on March 31, 2017; CMS has 90 days to review and respond Prior 3 HQAF programs took approximately 9 months to receive final approval (with payments retroactively applied) QHC expects approval of HQAF program before end of 2017 QHC operates two hospitals in California Watsonville and Barstow Program Period Covered QHC Net Benefit ($m) Submitted to CMS CMS Approval Months to Approve HQAF I 4/1/09 12/31/10 $10.3m 6/29/ /8/ HQAF II 1/1/11 6/30/11 $4.3m 3/29/ /29/ HQAF III 7/1/11 12/31/13 $31.5m 9/20/2011 6/22/ HQAF IV 1/1/14 12/31/16 $91.1m 3/28/ /23/ HQAF V 1/1/17 6/30/19 $55.3m 3/31/2017 Expected 12/31/

28 Adjusted EBITDA Reconciliation (in millions) 2nd Quarter Sequential Adjusted EBITDA, Adjusted for Divestitures (1,2) Q216 $35.3 Q117 $28.1 Potential Divestiture Hospital Losses - 10 Hospitals (0.1) 4.1 Differences in Corporate Office & Management Fees (2.2) 1.5 QHR Continuing 24 Hospitals: Revenues California Hospital Quality Assurance Fee, Net (8.6) - Supply Costs (2.4) (1.5) Medical Specialist Fees (2.7) (0.6) Higher Salaries and Contract Labor at Facilities, Including Clinics (9.3) (3.2) EHR Incentives (0.4) (0.7) Property Taxes and Insurance (2.9) (0.4) Other (0.3) (1.6) Adjusted EBITDA, Adjusted for Divestitures (1,2) Q217 $39.1 Q217 $39.1 (1) Adjusted EBITDA does not reflect credit agreement amendments. (2) Reflects two hospitals sold in 2016 and two hospitals sold in

29 QHC LISTED NYSE

30 Hospital Group Financial Results ( in millions) Consolidated Net Operating Revenues Q116 Q216 Q316 Q416 Q117 Q217 Continuing - 24 Divestiture - 10 Divested Consolidated Adjusted EBITDA (3.4) (1.7) (6.1) (5.8) (1.9) (5.4) (5.9) (10.4) (1.8)(4.7) Q116 Q216 Q316 Q416 Q117 Q217 Continuing - 24 Divestiture - 10 Divested The Continuing 24 group includes results of QHR and corporate. 29

31 Hospital Group Volume Admissions Adjusted Admissions 16,210 15,455 15,489 15,374 16,111 15,682 38,765 38,626 38,915 37,962 38,863 39,617 6,803 6,391 6,232 6,232 6,528 6,009 15,801 15,274 15,316 14,800 15,313 14,480 1,979 1,772 1,782 1,594 1, ,443 5,362 5,320 4,661 2,794 1,564 Q116 Q216 Q316 Q416 Q117 Q217 Continuing - 24 Divestiture - 10 Divested Q116 Q216 Q316 Q416 Q117 Q217 Continuing - 24 Divestiture - 10 Divested ER Visits 122, , , , , ,702 46,498 45,401 46,623 43,601 46,178 43,821 15,760 15,470 15,568 13,964 7,421 5,052 Q116 Q216 Q316 Q416 Q117 Q217 Continuing - 24 Divestiture - 10 Divested 30

32 Unaudited Supplemental Information Non-GAAP Financial Measures EBITDA is a non-gaap financial measure that consists of net income (loss) before interest, income taxes, depreciation and amortization. Adjusted EBITDA, also a non-gaap financial measure, is EBITDA adjusted to add back the effect of certain legal, professional and settlement costs, impairment of long-lived assets and goodwill, net gain (loss) on sale of hospitals, transaction costs related to the Spin-off, severance costs for post-spin headcount reductions and the change in estimate as of December 31, 2016 related to collectability of patient accounts receivable. The Company uses Adjusted EBITDA as a measure of financial performance. Adjusted EBITDA is a key measure used by the Company s management to assess the operating performance of its hospital operations business and to make decisions on the allocation of resources. Additionally, management utilizes Adjusted EBITDA in assessing the Company s consolidated results of operations and in comparing the Company s results of operations between periods. Adjusted EBITDA, Adjusted for Divestitures, also a non-gaap financial measure, is further adjusted to exclude the effect of EBITDA of hospitals divested. The Company presents Adjusted EBITDA, Adjusted for Divestitures because it believes this measures provides investors and other users of the Company s financial statements with additional information about how the Company s management assesses its results of operations. Adjusted EBITDA, Adjusted for Potential Divestitures, also a non-gaap financial measure, is further adjusted to exclude the effect of EBITDA of hospitals candidates the Company intends to divest. The Company presents Adjusted EBITDA, Adjusted for Potential Divestitures because management believes this measure provides investors and other users of its financial statements with additional information about how management assesses the results of operations. Adjusted EBITDA, Adjusted EBITDA, Adjusted for Divestitures, and Adjusted EBITDA, Adjusted for Potential Divestitures are not measurements of financial performance under U.S. GAAP. These calculations should not be considered in isolation or as a substitute for net income, operating income or any other measure calculated in accordance with U.S. GAAP. The items excluded from Adjusted EBITDA, Adjusted EBITDA, Adjusted for Divestitures and Adjusted EBITDA, Adjusted for Potential Divestitures are significant components in understanding and evaluating the Company s financial performance. The Company believes such adjustments are appropriate, as the magnitude and frequency of such items can vary significantly and are not related to the assessment of normal operating performance. Additionally, the Company s calculation of Adjusted EBITDA, Adjusted EBITDA, Adjusted for Divestitures and Adjusted EBITDA, Adjusted for Potential Divestitures may not be comparable to similarly titled measures reported by other companies. Our credit agreements use Adjusted EBITDA, Adjusted for Divestitures, subject to further permitted adjustments, for certain financial covenants. Management believes that it is useful to present Adjusted EBITDA and Adjusted EBITDA, Adjusted for Divestitures because these measures, as defined, provide investors with additional information about our ability to incur and service debt and make capital expenditures. 31

33 Unaudited Supplemental Information The following table reconciles Adjusted EBITDA, Adjusted EBITDA, Adjusted for Divestitures and Adjusted EBITDA, Adjusted for Potential Divestitures to net income (loss), the most directly comparable U.S. GAAP financial measure (in thousands): Quarters Ended Year Ended Quarters Ended 3/31/2016 6/30/2016 9/30/ /31/ /31/2016 3/31/2017 6/30/2017 Net loss $ (4,687) $ (243,966) $ (6,452) $ (90,092) $ (345,197) $ (27,205) $ (30,575) Interest expense, net 27,452 29,276 28,028 28, ,440 27,530 30,458 Provision for (benefit from) income taxes (1,674) (44,565) (4,081) (3,555) (53,875) 701 (245) Depreciation and amortization 31,157 31,463 28,234 26, ,288 22,120 20,586 EBITDA 52,248 (227,792) 45,729 (38,529) (168,344) 23,146 20,224 Legal, professional and settlement costs 241 5, ,166 7, ,934 Impairment of long-lived assets and goodw ill - 250,400-41, ,870 3,300 12,900 Loss (gain) on sale of hospitals, net ,150 2,150 (870) (4,321) Transaction costs related to the Spin-off 3,735 1, , Severance costs for post-spin headcount reductions ,617 1,617-1,693 Change in estimate for collectability of patient accounts receivable ,799 22, Adjusted EBITDA $ 56,224 $ 29,232 $ 46,749 $ 30,717 $ 162,922 $ 26,142 $ 34,430 Negative EBITDA of divested hospitals 3,367 6,060 5,777 10,356 25,560 1,936 4,716 Adjusted EBITDA, Adjusted for Divestitures $ 59,591 $ 35,292 $ 52,526 $ 41,073 $ 188,482 $ 28,078 $ 39,146 Negative EBITDA (EBITDA) of potential divestitures (4,647) 1,699 (6,627) 5,392 (4,183) 5,858 1,762 Adjusted EBITDA, Adjusted for Potential Divestitures $ 54,944 $ 36,991 $ 45,899 $ 46,465 $ 184,299 $ 33,936 $ 40,908 32