Quorum Health Corporation Announces Second Quarter 2019 Results

Second quarter net loss attributable to Quorum Health Corporation was ($16.9) million, or ($0.56) per share

Second quarter Adjusted EBITDA was $33.4 million and Same-facility Adjusted EBITDA was $36.9 million

Announces agreement with MEDHOST Inc. to deploy its Electronic Health Record platform

BRENTWOOD, Tenn.--(BUSINESS WIRE)--Quorum Health Corporation (NYSE: QHC) (the “Company”) today announced financial and operating results for the second quarter ended June 30, 2019.

QUORUM HEALTH CORPORATION Unaudited Financial Highlights (In Millions)
	Three Months Ended June 30,
	2019	2018
Net operating revenues	$442.2	$472.6
Net loss attributable to Quorum Health Corporation	($16.9 )	($26.6	)
Same-facility net operating revenues	$442.4	$458.5
Cash flows from operating activities	($10.4 )	$17.2
Adjusted EBITDA^(1)	$33.4	$36.3
Same-facility Adjusted EBITDA^(1 & 2)	$36.9	$40.2

(1) A table providing supplemental information on Adjusted EBITDA, Same-facility Adjusted EBITDA and reconciling net loss to Adjusted EBITDA and Same-facility Adjusted EBITDA is included in this release, see footnote (a).
(2) Same-facility Adjusted EBITDA was previously reported by the Company as Adjusted EBITDA, Adjusted for Divestitures. There has been no change in how the financial measure is being calculated.

Financial results for the second quarter ended June 30, 2019 reflect the following:

• Compared to the second quarter of 2018, same-facility net patient revenues decreased 2.6%, while same-facility net patient revenues per adjusted admission increased 0.9%. The decrease in same-facility net patient revenues compared to the second quarter of 2018 reflects a 3.4% decline in same-facility adjusted admissions and a 2.2% decline in same-facility surgeries. The decline in volumes compared to the second quarter of 2018 represents approximately $14.9 million of same-facility net patient revenues.
• Same-facility net operating revenues for the second quarter of 2019 reflect a $5.6 million decrease related to Watsonville Community Hospital and MetroSouth Medical Center (the “Pending Divestitures”). The Pending Divestitures incurred negative Adjusted EBITDA of $2.4 million during the second quarter of 2019. The Company previously announced that it had entered into a definitive agreement to sell Watsonville Community Hospital and discontinue operations at MetroSouth Medical Center by the end of 2019. The Company will continue to reflect the results of the Pending Divestitures in its same-facility results until the facilities have been sold or closed (see “Divestiture Update” below).
• Second quarter 2019 Adjusted EBITDA was 7.6% of net operating revenues and Same-facility Adjusted EBITDA was 8.3% of same-facility net operating revenues. Excluding the impact of the Pending Divestitures, Same-facility Adjusted EBITDA as a percent of same-facility net operating revenues would have been 10.3% in the second quarter of 2019 compared to 10.0% in the second quarter of 2018.
• Same-facility operating expenses in the second quarter of 2019 reflect a $28.5 million reduction in professional and general liability reserves due to a change in actuarial estimates, including a $23.5 million reduction that relates to prior years and is excluded from Same-facility Adjusted EBITDA. Factors contributing to the change in estimate include the use of valuation techniques that place more emphasis on the Company’s claims subsequent to the Spin-off compared to historical trends, as well as more reliance on industry trend factors. The reduction in the frequency and severity of the Company's claims is the result of internal initiatives in the areas of patient safety, risk management, and claims management, as well as external factors such as tort reform in certain key states.
• Same-facility surgeries during the second quarter of 2019 improved 8.9% compared to the first quarter of 2019, as the Company focused on improving volumes at two facilities impacted by independent physician turnover and re-syndicating two outpatient surgery centers in Illinois. Excluding these four facilities and the Pending Divestitures, same-facility surgeries increased 4.9% during the second quarter of 2019 compared to the second quarter of 2018 as a result of the Company’s efforts to increase volumes in higher acuity service lines.

TSA Transition and R1 RCM Partnership Update

• The Company announced today that it had signed an agreement with MEDHOST Inc. (“MEDHOST”) to deploy their Electronic Health Record platform in connection with the Company’s planned transition from its Computer and Data Processing Transition Services Agreement (or “IT TSA”) with Community Health Systems, Inc. (“CHS”). The Company currently utilizes MEDHOST’s software through its IT TSA with CHS. The Company will incur additional costs to establish the remainder of its information technology systems. The Company expects the transition to be completed by the end of the first quarter of 2021.
• As previously announced, the Company has partnered with R1 RCM to provide end-to-end revenue cycle management services. The Company is on-track with the implementation of R1 RCM’s services and believes that the agreement with R1 RCM will result in approximately $5 million in cost savings and $5 million of improved net patient revenues during the second half of 2019. Beyond 2019, the Company expects the annual impact of the R1 RCM partnership to grow to approximately $45 million by 2021, which is revised from its previous estimate of $50 million to account for the Pending Divestitures.

Divestiture Update

• During the second quarter of 2019, the Company announced that it had entered into a definitive agreement to divest 106-bed Watsonville Community Hospital in Watsonville, California. Cash proceeds from the transaction are expected to be approximately $35 million to $40 million, subject to final net working capital balances.
• On July 18, 2019 the Company received notice from the Pajaro Valley Community Health Trust (“Trust”) that it had exercised its Right of First Refusal to purchase the stock interests of Watsonville Community Hospital. If the terms of the Right of First Refusal are not met, the definitive agreement entered into on May 31, 2019 will remain in effect. The Company currently anticipates completing the sale of Watsonville by the end of 2019.
• The Company previously announced that it would either sell or discontinue operations at MetroSouth Medical Center in Blue Island, Illinois by the end of 2019. The Company later announced that operations will be discontinued by the end of the third quarter of 2019. The Company expects to complete its assessment of the closure of MetroSouth by the end of the third quarter, including any potential impacts on the Company's results of operations, financial position and cash flows.

Financial Outlook

The Company is revising its 2019 Same-facility net operating revenues guidance as a result of the Pending Divestitures. The Company is reiterating its previously established guidance for Same-facility Adjusted EBITDA.

(In Millions)	2018 Actual	2019 Guidance Range
Same-facility net operating revenues	$1,804.4	$1,550 - $1,600
Same-facility Adjusted EBITDA	$150.7	$160 - $180

These projections are based on the Company’s historical operating performance, current economic, demographic and regulatory trends and other assumptions that the Company believes are reasonable at this time. See “Forward-Looking Statements” below for a list of factors that could affect the future financial and operating results of the Company or the healthcare industry generally.

A reconciliation of the Company’s projected 2019 Same-facility Adjusted EBITDA, a forward-looking non-GAAP financial measure, to net income (loss), the most directly comparable U.S. GAAP financial measure, is omitted from this press release because the Company is unable to provide such reconciliation without unreasonable effort. This inability results from the inherent difficulty in forecasting generally and in quantifying certain projected amounts that are necessary for such reconciliation. In particular, sufficient information is not available to calculate certain items required for such reconciliation without unreasonable effort, including interest expense, provision for (benefit from) income taxes and other adjustments that would be necessary to prepare a forward-looking statement of net income (loss) in accordance with U.S. GAAP. For the same reasons, the Company is unable to address the probable significance of the unavailable information.

About Quorum Health Corporation

The principal business of Quorum Health Corporation is to provide hospital and outpatient healthcare services in its markets across the United States. As of June 30, 2019, the Company owned or leased 26 hospitals in rural and mid-sized markets located across 14 states and licensed for 2,458 beds. Through Quorum Health Resources LLC, a wholly-owned subsidiary, the Company provides hospital management advisory and healthcare consulting services to non-affiliated hospitals across the country. Over 95% of the Company’s net operating revenues are attributable to its hospital operations business.

The Company’s headquarters are located in Brentwood, Tennessee, a suburb south of Nashville. Shares in Quorum Health Corporation are traded on the NYSE under the symbol “QHC.” More information about the Company can be found on its website at www.quorumhealth.com.

Quorum Health Corporation will hold a conference call on Thursday, August 8, 2019, at 11:00 a.m. Eastern time, to review its financial and operating results for the second quarter ended June 30, 2019. To participate, please dial 1-844-761-3024 approximately 10 minutes prior to the scheduled start of the call. If calling from outside of the United States, please dial 1-661-378-9914. Please reference Conference ID number 9964019 when prompted by the conference call operator. The conference call will also be webcast live from the Investor Relations portion of the Company’s website. A presentation will be made available during the call and will be found in the Investor Relations portion of the Company’s website at www.quorumhealth.com. For those who cannot listen to the live broadcast, a replay will be available shortly after the call and will continue to be available for approximately 30 days. Copies of this press release and the Company’s Current Report on Form 8-K (including this press release) will be available on the Company’s website at www.quorumhealth.com.

QUORUM HEALTH CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (In Thousands, Except Earnings per Share and Shares)
	Three Months Ended June 30,
	2019						2018
				% of						% of
	$ Amount			Revenues			$ Amount			Revenues
Net operating revenues	$	442,170			100.0	%	$	472,632			100.0	%
Operating costs and expenses:
Salaries and benefits		213,411			48.3	%		232,631			49.2	%
Supplies		50,202			11.4	%		52,897			11.2	%
Other operating expenses		106,954			24.1	%		144,456			30.6	%
Depreciation and amortization		14,500			3.3	%		17,142			3.6	%
Lease costs and rent		11,627			2.6	%		11,358			2.4	%
Electronic health records incentives		583			0.1	%		(445	)		(0.1	)%
Legal, professional and settlement costs		604			0.1	%		5,417			1.1	%
Impairment of long-lived assets and goodwill		25,950			5.9	%		—			—	%
Loss (gain) on sale of hospitals, net		1,140			0.3	%		307			0.1	%
Loss on closure of hospitals, net		—			—	%		3,338			0.7	%
Total operating costs and expenses		424,971			96.1	%		467,101			98.8	%
Income (loss) from operations		17,199			3.9	%		5,531			1.2	%
Interest expense, net		33,582			7.6	%		31,926			6.8	%
Income (loss) before income taxes		(16,383	)		(3.7	)%		(26,395	)		(5.6	)%
Provision for (benefit from) income taxes		94			—	%		(454	)		(0.1	)%
Net income (loss) ^(a)		(16,477	)		(3.7	)%		(25,941	)		(5.5	)%
Less: Net income (loss) attributable to noncontrolling interests		396			0.1	%		665			0.1	%
Net income (loss) attributable to Quorum Health Corporation	$	(16,873	)		(3.8	)%	$	(26,606	)		(5.6	)%
Earnings (loss) per share attributable to Quorum Health Corporation stockholders:
Basic and diluted ^(b)	$	(0.56	)				$	(0.92	)
Weighted-average shares outstanding:
Basic and diluted		30,001,208						28,995,564

QUORUM HEALTH CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (In Thousands, Except Earnings per Share and Shares)
	Six Months Ended June 30,
	2019						2018
				% of						% of
	$ Amount			Revenues			$ Amount			Revenues
Net operating revenues	$	884,975			100.0	%	$	959,452			100.0	%
Operating costs and expenses:
Salaries and benefits		438,486			49.5	%		479,631			50.0	%
Supplies		101,587			11.5	%		111,783			11.7	%
Other operating expenses		243,743			27.7	%		297,194			31.0	%
Depreciation and amortization		29,139			3.3	%		35,403			3.7	%
Lease costs and rent		23,158			2.6	%		23,890			2.5	%
Electronic health records incentives earned		609			0.1	%		(586	)		(0.1	)%
Legal, professional and settlement costs		1,289			0.1	%		8,830			0.9	%
Impairment of long-lived assets and goodwill		34,810			3.9	%		39,760			4.1	%
Loss (gain) on sale of hospitals, net		1,140			0.1	%		8,122			0.8	%
Loss on closure of hospitals, net		—			—	%		17,084			1.8	%
Total operating costs and expenses		873,961			98.8	%		1,021,111			106.4	%
Income (loss) from operations		11,014			1.2	%		(61,659	)		(6.4	)%
Interest expense, net		65,848			7.4	%		62,857			6.6	%
Income (loss) before income taxes		(54,834	)		(6.2	)%		(124,516	)		(13.0	)%
Provision for (benefit from) income taxes		249			—	%		(88	)		—	%
Net income (loss) ^(a)		(55,083	)		(6.2	)%		(124,428	)		(13.0	)%
Less: Net income (loss) attributable to noncontrolling interests		796			0.1	%		1,146			0.1	%
Net income (loss) attributable to Quorum Health Corporation	$	(55,879	)		(6.3	)%	$	(125,574	)		(13.1	)%
Earnings (loss) per share attributable to Quorum Health Corporation stockholders:
Basic and diluted ^(b)	$	(1.88	)				$	(4.37	)
Weighted-average shares outstanding:
Basic and diluted		29,721,167						28,726,445

QUORUM HEALTH CORPORATION UNAUDITED CONSOLIDATED SELECTED OPERATING DATA
	Three Months Ended June 30,
	2019		2018		Variance			% Variance
Consolidated:
Number of licensed beds at end of period^(c)		2,458		2,649		(191	)		(7.2	)%
Admissions^(d)		16,354		18,200		(1,846	)		(10.1	)%
Adjusted admissions ^(e)		41,700		45,551		(3,851	)		(8.5	)%
Surgeries ^(f)		17,909		19,114		(1,205	)		(6.3	)%
Emergency room visits ^(g)		128,431		135,389		(6,958	)		(5.1	)%
Medicare case mix index^(h)		1.46		1.44		0.02			1.4	%
Same-facility: ^(i)
Number of licensed beds at end of period^(c)		2,458		2,458		—			—	%
Admissions^(d)		16,286		17,267		(981	)		(5.7	)%
Adjusted admissions ^(e)		41,477		42,949		(1,472	)		(3.4	)%
Surgeries ^(f)		17,843		18,241		(398	)		(2.2	)%
Emergency room visits ^(g)		127,828		129,167		(1,339	)		(1.0	)%
Medicare case mix index^(h)		1.46		1.45		0.01			0.7	%

	Six Months Ended June 30,
	2019		2018		Variance			% Variance
Consolidated:
Number of licensed beds at end of period^(c)		2,458		2,649		(191	)		(7.2	)%
Admissions^(d)		34,109		38,749		(4,640	)		(12.0	)%
Adjusted admissions ^(e)		85,016		94,779		(9,763	)		(10.3	)%
Surgeries ^(f)		34,632		39,701		(5,069	)		(12.8	)%
Emergency room visits ^(g)		260,556		289,186		(28,630	)		(9.9	)%
Medicare case mix index^(h)		1.47		1.44		0.03			2.1	%
Same-facility: ^(i)
Number of licensed beds at end of period^(c)		2,458		2,458		—			—	%
Admissions^(d)		33,485		35,778		(2,293	)		(6.4	)%
Adjusted admissions ^(e)		83,254		86,821		(3,567	)		(4.1	)%
Surgeries ^(f)		34,234		36,133		(1,899	)		(5.3	)%
Emergency room visits ^(g)		255,262		263,638		(8,376	)		(3.2	)%
Medicare case mix index^(h)		1.47		1.44		0.03			2.1	%

QUORUM HEALTH CORPORATION UNAUDITED CONSOLIDATED SELECTED OPERATING DATA
	Three Months Ended June 30,
	2019		2018		$ Variance			% Variance
Consolidated:
Net patient revenues	$	423,871	$	449,261	$	(25,390	)		(5.7	)%
Non-patient revenues		18,299		23,371		(5,072	)		(21.7	)%
Total net operating revenues	$	442,170	$	472,632	$	(30,462	)		(6.4	)%
Net patient revenues per adjusted admission	$	10,165	$	9,863	$	302			3.1	%
Net operating revenues per adjusted admission	$	10,604	$	10,376	$	228			2.2	%
Same-facility:
Net patient revenues	$	424,150	$	435,307	$	(11,157	)		(2.6	)%
Non-patient revenues		18,255		23,206		(4,951	)		(21.3	)%
Total net operating revenues	$	442,405	$	458,513	$	(16,108	)		(3.5	)%
Net patient revenues per adjusted admission	$	10,226	$	10,135	$	91			0.9	%
Net operating revenues per adjusted admission	$	10,666	$	10,676	$	(10	)		(0.1	)%

	Six Months Ended June 30,
	2019		2018		$ Variance			% Variance
Consolidated:
Net patient revenues	$	846,053	$	913,857	$	(67,804	)		(7.4	)%
Non-patient revenues		38,922		45,595		(6,673	)		(14.6	)%
Total net operating revenues	$	884,975	$	959,452	$	(74,477	)		(7.8	)%
Net patient revenues per adjusted admission	$	9,952	$	9,642	$	310			3.2	%
Net operating revenues per adjusted admission	$	10,410	$	10,123	$	287			2.8	%
Same-facility:
Net patient revenues	$	835,915	$	860,994	$	(25,079	)		(2.9	)%
Non-patient revenues		38,783		44,927		(6,144	)		(13.7	)%
Total net operating revenues	$	874,698	$	905,921	$	(31,223	)		(3.4	)%
Net patient revenues per adjusted admission	$	10,041	$	9,917	$	124			1.3	%
Net operating revenues per adjusted admission	$	10,506	$	10,434	$	72			0.7	%

QUORUM HEALTH CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands, Except Par Value per Share and Shares)
	June 30,			December 31,
	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	2,265		$	3,203
Patient accounts receivable		270,923			322,608
Inventories		41,447			45,646
Prepaid expenses		21,653			19,683
Due from third-party payors		57,071			63,443
Current assets of hospitals held for sale		35,380			—
Other current assets		33,604			36,405
Total current assets		462,343			490,988
Property and equipment, net		496,555			559,438
Goodwill		391,658			401,073
Intangible assets, net		41,066			48,289
Operating lease right-of-use assets		84,854			—
Long-term assets of hospitals held for sale		25,796			—
Other long-term assets		65,954			74,306
Total assets	$	1,568,226		$	1,574,094
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	1,646		$	1,697
Current portion of operating lease liabilities		23,797			—
Accounts payable		140,768			143,917
Accrued liabilities:
Accrued salaries and benefits		61,006			76,908
Accrued interest		10,517			10,024
Due to third-party payors		37,218			45,852
Current liabilities of hospitals held for sale		10,675			—
Other current liabilities		38,573			43,336
Total current liabilities		324,200			321,734
Long-term debt		1,210,523			1,191,777
Long-term operating lease liabilities		61,554			—
Deferred income tax liabilities, net		6,978			6,736
Long-term liabilities of hospitals held for sale		3,248			—
Other long-term liabilities		89,245			126,499
Total liabilities		1,695,748			1,646,746
Redeemable noncontrolling interests		2,278			2,278
Equity:
Quorum Health Corporation stockholders' equity (deficit):
Preferred stock, $0.0001 par value per share, 100,000,000 shares authorized, none issued		—			—
Common stock, $0.0001 par value per share, 300,000,000 shares authorized; 32,926,689 shares issued and outstanding at June 30, 2019, and 31,521,398 shares issued and outstanding at December 31, 2018		3			3
Additional paid-in capital		559,487			557,309
Accumulated other comprehensive income (loss)		856			759
Accumulated deficit		(705,071	)		(648,464	)
Total Quorum Health Corporation stockholders' equity (deficit)		(144,725	)		(90,393	)
Nonredeemable noncontrolling interests		14,925			15,463
Total equity (deficit)		(129,800	)		(74,930	)
Total liabilities and equity	$	1,568,226		$	1,574,094

QUORUM HEALTH CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Cash flows from operating activities:
Net income (loss)	$	(16,477	)	$	(25,941	)	$	(55,083	)	$	(124,428	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		14,500			17,142			29,139			35,403
Non-cash interest expense, net		2,380			2,723			4,319			4,534
Provision for (benefit from) deferred income taxes		31			(511	)		121			25
Stock-based compensation expense		1,194			2,756			2,964			5,220
Impairment of long-lived assets and goodwill		25,950			—			34,810			39,760
Loss (gain) on sale of hospitals, net		1,140			307			1,140			8,122
Non-cash portion of loss (gain) on hospital closures		—			1,089			(567	)		6,394
Changes in reserves for self-insurance claims, net of payments		(29,963	)		4,355			(25,803	)		10,380
Other non-cash expense (income), net		116			56			(1,256	)		7
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Patient accounts receivable		22,766			19,645			18,780			21,074
Due from and due to third-party payors, net		2,159			19,761			(2,262	)		20,978
Inventories, prepaid expenses and other current assets		(5,143	)		(1,519	)		(232	)		(229	)
Accounts payable and accrued liabilities		(28,930	)		(19,301	)		(8,784	)		(9,714	)
Long-term assets and liabilities, net		(117	)		(3,368	)		398			(2,925	)
Net cash provided by (used in) operating activities		(10,394	)		17,194			(2,316	)		14,601
Cash flows from investing activities:
Capital expenditures for property and equipment		(9,819	)		(10,791	)		(18,111	)		(25,319	)
Capital expenditures for software		(2,326	)		(531	)		(3,517	)		(1,044	)
Acquisitions, net of cash acquired		—			(26	)		(455	)		(58	)
Proceeds from the sale of hospitals		11,741			507			11,741			39,170
Other investing activities, net		(2,112	)		52			(383	)		249
Net cash provided by (used in) investing activities		(2,516	)		(10,789	)		(10,725	)		12,998
Cash flows from financing activities:
Borrowings under revolving credit facilities		175,000			115,000			327,000			247,000
Repayments under revolving credit facilities		(149,000	)		(119,000	)		(299,000	)		(233,000	)
Borrowings of long-term debt		25			55			186			67
Repayments of long-term debt		(12,130	)		(30,820	)		(13,963	)		(31,447	)
Payments of debt issuance costs		—			—			—			(2,268	)
Cancellation of restricted stock awards for payroll tax withholdings on vested shares		(103	)		(1,309	)		(564	)		(1,943	)
Cash distributions to noncontrolling investors		(333	)		—			(1,556	)		(803	)
Net cash provided by (used in) financing activities		13,459			(36,074	)		12,103			(22,394	)
Net change in cash, cash equivalents and restricted cash		549			(29,669	)		(938	)		5,205
Cash, cash equivalents and restricted cash at beginning of period		1,716			40,491			3,203			5,617
Cash, cash equivalents and restricted cash at end of period	$	2,265		$	10,822		$	2,265		$	10,822

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS AND SELECTED OPERATING DATA

(a) 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 loss (gain) on sale of hospitals, net loss on closure of hospitals, transition of transition services agreements (“TSAs”), change in actuarial estimates and headcount reductions and executive severance. Change in actuarial estimates refers to the previously discussed impact of a change in estimate for the Company's professional and general liability reserves for periods prior to the current reporting period. 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 results of operations and in comparing the Company’s results of operations between periods. Same-facility Adjusted EBITDA, also a non-GAAP financial measure, is further adjusted to exclude the effect of EBITDA of hospitals either sold or closed as of June 30, 2019. The Company has presented Adjusted EBITDA and Same-facility Adjusted EBITDA in this press release because it believes these measures provide 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 and Same-facility Adjusted EBITDA 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 and Same-facility Adjusted EBITDA 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 the Company’s normal operating performance. Additionally, the Company’s calculation of Adjusted EBITDA and Same-facility Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

The following table reconciles Adjusted EBITDA and Same-facility Adjusted EBITDA, each as defined above, to net income (loss), the most directly comparable U.S. GAAP financial measure, as derived directly from the Company’s consolidated statements of income for the respective periods (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net income (loss)	$	(16,477	)	$	(25,941	)	$	(55,083	)	$	(124,428	)
Interest expense, net		33,582			31,926			65,848			62,857
Provision for (benefit from) income taxes		94			(454	)		249			(88	)
Depreciation and amortization		14,500			17,142			29,139			35,403
EBITDA		31,699			22,673			40,153			(26,256	)
Legal, professional and settlement costs		604			5,417			1,289			8,830
Impairment of long-lived assets and goodwill		25,950			—			34,810			39,760
Loss (gain) on sale of hospitals, net		1,140			307			1,140			8,122
Loss on closure of hospitals, net		—			3,338			—			17,084
Transition of transition services agreements		834			520			1,976			1,237
Change in actuarial estimates		(26,880	)		—			(26,880	)		—
Headcount reductions and executive severance		82			4,068			1,572			5,966
Adjusted EBITDA		33,429			36,323			54,060			54,743
Negative EBITDA of divested hospitals		3,487			3,858			5,656			11,638
Same-facility Adjusted EBITDA	$	36,916		$	40,181		$	59,716		$	66,381

(b) The following table reconciles net income (loss) attributable to Quorum Health Corporation, as reported and on a per share basis, with the adjustments described herein:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(per share - basic and diluted)						(per share - basic and diluted)
Earnings (loss) per share attributable to Quorum Health Corporation stockholders, as reported	$	(0.56	)	$	(0.92	)	$	(1.88	)	$	(4.37	)
Adjustments:
Legal, professional and settlement costs		0.02			0.18			0.04			0.31
Impairment of long-lived assets and goodwill		0.87			—			1.18			1.38
Loss (gain) on sale of hospitals, net		0.04			0.01			0.04			0.28
Loss on closure of hospitals, net		—			0.11			—			0.58
Transition of transition services agreements		0.03			0.02			0.07			0.04
Change in actuarial estimates		(0.90	)		—			(0.91	)		—
Headcount reductions and executive severance		—			0.14			0.05			0.21
Net operating losses of divested hospitals		0.12			0.13			0.19			0.39
Earnings (loss) per share attributable to Quorum Health Corporation stockholders, excluding adjustments	$	(0.38	)	$	(0.33	)	$	(1.22	)	$	(1.18	)

(c) Licensed beds are the number of beds for which the appropriate state agency licenses a hospital, regardless of whether the beds are actually available for patient use.
(d) Admissions represent the number of patients admitted for inpatient services.
(e) Adjusted admissions are computed by multiplying admissions by gross patient revenues and then dividing that number by gross inpatient revenues.
(f) Surgeries represent the number of inpatient and outpatient surgeries.
(g) Emergency room visits represent the number of patients registered and treated in the Company’s emergency rooms.
(h) Medicare case mix index is a relative value assigned to a diagnosis-related group of patients that is used in determining the allocation of resources necessary to treat the patients in that group. Medicare case mix index is calculated as the average case mix index for all Medicare admissions during the period.
(i) Same-facility financial and operating data excludes hospitals that were sold or closed prior to and as of the end of the current reporting period. Same-facility operating results have been adjusted to exclude the operating results of the following hospitals and their affiliated facilities: Sandhills Regional Medical Center, Barrow Regional Medical Center, Cherokee Medical Center, Trinity Hospital of Augusta, Lock Haven Hospital, Sunbury Community Hospital, L.V. Stabler Memorial Hospital, Affinity Medical Center, Vista Medical Center West, Clearview Regional Medical Center, McKenzie Regional Hospital and Scenic Mountain Medical Center which were sold or closed on December 1, 2016, December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017, September 30, 2017, October 31, 2017, February 11, 2018, March 1, 2018, March 31, 2018, September 30, 2018 and April 12, 2019, respectively.

Forward-Looking Statements

The terms “QHC,” “Quorum Health,” “the Company,” “we,” “us” or “our” refer to Quorum Health Corporation or one or more of its subsidiaries or affiliates as applicable.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. All statements in this press release other than statements of historical fact, including statements regarding projections, expected operating results, 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,” “outlook,” and similar expressions, are forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, these assumptions are inherently subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and may be beyond the control of the Company. Accordingly, the Company cannot give any assurance that its expectations will in fact occur and cautions that actual results may differ materially from those in the forward-looking statements. A number of factors could affect the future results of the Company or the healthcare industry generally and could cause the Company’s expected results to differ materially from those expressed in this press release.

These factors include, but are not limited to, the following:

• general economic and business conditions, both nationally and in the regions in which we operate;
• risks associated with our substantial indebtedness, leverage and debt service obligations, including our ability to comply with our debt covenants, including our senior credit facility, as amended;
• our ability to successfully complete divestitures and the timing thereof, our ability to complete any such divestitures on desired terms or at all, and our ability to realize the intended benefits from any such divestitures;
• changes in reimbursement methodologies and rates paid by federal or state healthcare programs, including Medicare and Medicaid, or commercial payors, and the timeliness of reimbursement payments, including delays in certain states in which we operate;
• the extent to which regulatory and economic changes occur in Illinois, where a material portion of our revenues are concentrated;
• demographic changes;
• the impact of changes made to the Affordable Care Act, the potential for repeal or additional changes to the Affordable Care Act, its implementation or its interpretation, as well as changes in other federal, state or local laws or regulations affecting the healthcare industry;
• increases in the amount and risk of collectability of patient accounts receivable, including lower collectability levels which may result from, among other things, self-pay growth and difficulties in collecting payments for which patients are responsible, including co-pays and deductibles;
• competition;
• changes in medical or other technology;
• any potential impairments in the carrying values of long-lived assets and goodwill or the shortening of the useful lives of long-lived assets;
• the costs associated with the transition of the transition services agreements (“TSAs”) with CHS, as well as the additional costs and risks associated with any operational problems, delays in collections from payors, and errors and control issues during the termination and transition process, and our ability to realize the intended benefits from transitioning the transition services agreements;
• our ability to timely and effectively implement, transition, and maintain the necessary information technology systems and infrastructure to support our operations and initiatives;
• the impact of certain outsourcing functions, and the ability of CHS, as current provider of our billing and collection services pursuant to the Shared Service Centers Transition Services Agreement, and R1 RCM, as future provider of our revenue cycle management services, to timely and appropriately bill and collect;
• our ability to manage effectively our arrangements with third-party vendors for key non-clinical business functions and services;
• our ability to achieve operating and financial targets and to control the costs of providing services if patient volumes are lower than expected;
• our ability to achieve and realize the operational and financial benefits expected from our margin improvement program;
• the effects related to outbreaks of infectious diseases;
• our ability to attract and retain, at reasonable employment costs, qualified personnel, key management, physicians, nurses and other healthcare workers;
• the impact of seasonal or severe weather conditions or earthquakes;
• increases in wages as a result of inflation or competition for highly technical positions and rising medical supply and drug costs due to market pressure from pharmaceutical companies and new product releases;
• our ongoing ability to maintain and utilize certified EHR technology;
• the efforts of healthcare insurers, providers, large employer groups and others to contain healthcare costs, including the trend toward treatment of patients in less acute or specialty healthcare settings and the increased emphasis on value-based purchasing;
• the failure to comply with governmental regulations;
• our ability, where appropriate, to enter into, maintain and comply with provider arrangements with payors and the terms of these arrangements, which may be impacted by the increasing consolidation of health insurers and managed care companies and vertical integration efforts involving payors and healthcare providers;
• the potential adverse impact of known and unknown government investigations, internal investigations, 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 directors, the labor and employment litigations and threats of litigation, as well as the significant costs and attention from management required to address such matters;
• liabilities and other claims asserted against us, including self-insured malpractice claims;
• the impact of cyber-attacks or security breaches, including, but not limited to, the compromise of our facilities and confidential patient data, potential harm to patients, remediation and other expenses, potential liability under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and consumer protection laws, federal and state governmental inquiries, and damage to our reputation;
• our ability to utilize our income tax loss carryforwards;
• our ability to maintain certain accreditations at our facilities;
• the success and long-term viability of healthcare insurance exchanges and potential changes to the beneficiary enrollment process;
• the extent to which states support or implement changes to Medicaid programs, utilize healthcare insurance exchanges or alter the provision of healthcare to state residents through regulation or otherwise;
• the timing and amount of cash flows related to the California Hospital Quality Assurance Fee (“HQAF”) program, as well as the potential for retroactive adjustments for prior year payments;
• the effects related to the continued implementation of the sequestration spending reductions and the potential for future deficit reduction legislation;
• changes in U.S. generally accepted accounting principles, including the impacts of adopting newly issued accounting standards;
• the availability and terms of capital to fund capital expenditures;
• our ability to obtain adequate levels of professional and general liability and workers’ compensation liability insurance; and
• the other risk factors set forth in the Company’s other public filings with the Securities and Exchange Commission.

Although we believe that these forward-looking statements are based upon 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, we cannot give any assurance that our expectations will in fact occur and caution that actual results may differ materially from those in the forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this filing. We undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.