LEWISVILLE, Texas, July 21, 2016 /PRNewswire/ -- Adeptus Health Inc. (NYSE: ADPT) ("ADPT" or the "Company"), the largest operator of freestanding emergency rooms in the U.S., announced its results for the second quarter ended June 30, 2016. All comparisons included in this release are for the same period in the prior year, unless otherwise noted. See "Non-GAAP Financial Measures Description and Reconciliation" for further information related to systemwide revenue, Adjusted EBITDA and Adjusted earnings per share.

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Second Quarter 2016 Highlights:


    --  Net operating revenue was $100.2 million versus $89.6 million in prior
        year, an increase of 12%;
    --  Systemwide net patient services revenue was $142.4 million versus $104.5
        million in prior year, an increase of 36%;
    --  Adjusted EBITDA was $22.5 million versus $22.9 million in prior year, a
        decrease of 2%;
    --  Net income attributable to Adeptus Health Inc. was $86.9 million versus
        $10.6 million in prior year;
    --  GAAP earnings per share was $5.80 and Adjusted earnings per share was
        $0.48;
    --  A gain of $185.3 million was recognized as a result of the joint venture
        with Texas Health Resources, one of the country's largest non-profit
        health systems;
    --  Cash flow used in operating activities was $8.6 million versus $13.0
        million provided by operating activities in prior year, and;
    --  Systemwide same store volumes increased 4.3% and systemwide same store
        revenue decreased 2.8% versus prior year.

2016 Guidance Reaffirmed

We continue to expect systemwide net patient services revenue, which includes revenue from our unconsolidated joint ventures, of $640.0 million to $670.0 million for the full year 2016. We expect Adjusted EBITDA of $110.0 million to $115.0 million and Adjusted earnings per share of $2.55 to $2.65 for the full year 2016.

Results of Operations for the Second Quarter 2016

Thomas S. Hall, Chairman and CEO, stated, "Second quarter results were in-line with the preview we provided in late May, despite unexpected softer volumes in June. The volume weakness was primarily in markets where our facilities are not operated as hospital outpatient departments (HOPDs). We continue to execute on our HOPD strategy which is delivering positive same store results in the Dallas/Fort Worth market. We anticipate similar increases in patient volume with the upcoming HOPD conversions in Denver, Colorado Springs and Houston as the hospitals in those markets open later this year."

Hall continued, "In May, we announced a landmark joint venture with Texas Health Resources ("THR"), one of the country's largest non-profit health systems, and all of our facilities in the Dallas/Fort Worth market will be rebranded as Texas Health before year end. As a direct result of the joint venture, we recognized a $185.3 million gain on our contribution based upon a third party valuation which further validates our business model."

For the second quarter of 2016, ADPT generated total net operating revenue of $100.2 million, an increase of 12%. From inception of each joint venture, net operating revenue excludes revenue from unconsolidated facilities. Net operating revenue excludes revenue from the 16 Colorado freestanding facilities, the Arizona hospital and its seven freestanding facilities, and the Dallas/Fort Worth hospital and its 30 freestanding facilities, which are accounted for as equity method investments. The increase was primarily attributable to increases in management fees and contract services revenue, the impact of patient volumes from both existing and new consolidated freestanding facilities and annual gross charge increases, offset by the deconsolidation of our Colorado and Dallas/Fort Worth locations due to the UCHealth and THR joint ventures. Through June 30, 2016, ADPT has opened 12 new freestanding emergency facilities in 2016.

ADPT generated net income of $148.2 million for the quarter, of which $86.9 million was attributable to Adeptus Health Inc., compared to net income of $27.7 million from the prior year, of which $10.6 million was attributable to Adeptus Health Inc. The increase in net income was due to an increase of $10.6 million in net operating revenue, a $2.1 million decrease in interest expense, and a $185.3 million gain recognized on the contribution and change of control of previously owned facilities to the joint venture with THR. This increase was partially offset by a $1.2 million decrease in equity in earnings of unconsolidated joint ventures, an increase of salaries, wages, and benefits and other costs related to our growth initiatives and the impact of deferred taxes associated with the gain recognized on the contribution and change of control of previously owned facilities to the joint venture with THR.

Adjusted EBITDA was $22.5 million for the quarter compared to $22.9 million in prior year. This decrease was attributable to a $1.2 million decrease in equity in earnings of unconsolidated joint ventures and an increase of salaries, wages, and benefits and other costs related to our growth initiatives, offset by increases in management and contract services revenue. See "Non-GAAP Financial Measures Description and Reconciliation" and "Reconciliation of Adjusted EBITDA to Net Income" below for further information related to Adjusted EBITDA and its reconciliation to net income.

GAAP earnings per share was $5.80 per share and Adjusted earnings per share was $0.48 per share for the quarter. Adjusted earnings per share is calculated using a weighted average of both Class A and Class B common shares outstanding, which was an aggregate of 21,076,911 common shares at June 30, 2016. See "Non-GAAP Financial Measures Description and Reconciliation" and "Earnings Per Share Reconciliation" below for further information related to Adjusted earnings per share and its reconciliation to net income.

Systemwide Financial Results

For the second quarter of 2016, ADPT generated systemwide net patient services revenue of $142.4 million, an increase of 36%. Additionally, systemwide same store volumes increased 4.3% versus prior year and systemwide same store revenue decreased 2.8%. Systemwide same store volume growth was driven by the Dallas/Fort Worth facilities. The decline in systemwide same store revenues reflected softer volumes in non-HOPD markets in June. The increase in systemwide net patient services revenue was primarily attributable to the impact of increased patient volumes from the expansion of the number of freestanding facilities from 68 to 93, annual gross charge increases, and continued growth of our hospitals and their hospital outpatient departments in Arizona and Texas.

As of June 30, 2016, our 16 Colorado freestanding facilities associated with our joint venture with UCHealth, our Arizona hospital and its seven freestanding facilities associated with our joint venture with Dignity Health and our Dallas Fort Worth hospital and its 30 freestanding facilities associated with our joint venture with THR were accounted for using the equity method. For consolidated subsidiaries, the Company's financial statements reflect 100% of the revenues and expenses for these subsidiaries, after elimination of intercompany transactions and accounts. For our unconsolidated joint ventures, consolidated statements of operations reflect those earnings in two line items:


    --  Equity in earnings of unconsolidated joint ventures, which represents
        our share of the net income or loss of each equity method joint venture
        based on our ownership percentage; and
    --  Management and contract services revenues, which represent the Company's
        combined income from management and contract services that are earned
        from managing the day-to-day operations and providing contract staffing
        of the facility.

As a result of this accounting treatment in our reported results, management supplementally focuses on non-GAAP systemwide metrics to analyze the results of operations. These systemwide metrics include systemwide net patient services revenue. Systemwide metrics treat our unconsolidated facilities as if they were consolidated. While the revenues earned at the unconsolidated facilities are not recorded in our consolidated financial statements, management believes systemwide net patient services revenue growth is important to understand the Company's financial performance because it is used to interpret the sources of our growth and provide a growth metric incorporating the revenues earned by all affiliated facilities, regardless of the accounting treatment. As we execute on our strategy of partnering with health systems, management expects the number of our facilities accounted for under the equity method to increase relative to the total number of affiliated facilities.

Liquidity

At the end of the second quarter, the Company had cash of $3.7 million and $23.8 million available under its revolving credit facility. Net cash flow used in operations was $8.6 million for the second quarter compared to $13.0 million net cash flow provided by operations in the prior year. At June 30, 2016, the Company had total long-term debt and capital lease obligations of $137.6 million and debt net of cash of $133.8 million.

Market Outlook

The Company remains on track to open 27 new facilities in 2016, including both owned and joint venture facilities. These include 24 new freestanding facility openings and three new hospitals - two in Colorado and one in Houston, Texas.

"Through the expansion of our network of hospitals, freestanding emergency rooms and partnerships with leading health systems, we are continuing to transform the delivery of emergency care in the U.S.," added Hall. "Partnerships remain a cornerstone of our growth strategy. We have a healthy pipeline of partnership opportunities and look forward to announcing additional partnerships as the year progresses."

Conference Call

A live audio webcast to present the second quarter 2016 results will take place today at 11:00 am (Eastern Time), hosted by Thomas S. Hall, Chairman and CEO, Timothy Fielding, CFO, and Graham Cherrington, President and COO.

The audio webcast will be available by accessing: https://www.webcaster4.com/Webcast/Page/1069/15975

Following the call, an archived recording of the replay will also be available on the Adeptus Health Investor Relations page for 30 days: http://ir.adeptushealth.com/events-and-presentations/events/default.aspx

About Adeptus Health Inc.

Adeptus Health (NYSE:ADPT) is a leading patient-centered healthcare organization expanding access to the highest quality emergency medical care through its network of freestanding emergency rooms and partnerships with premier healthcare providers. Adeptus Health owns and operates First Choice Emergency Room, the nation's largest and oldest network of freestanding emergency rooms and owns and/or operates hospitals and freestanding facilities in partnership with Texas Health Resources in Texas, UCHealth in Colorado, Dignity Health in Arizona, Ochsner Health System in Louisiana and Mount Carmel Health System in Ohio. All Adeptus Health freestanding facilities are fully equipped emergency rooms with a complete radiology suite of diagnostic technology, on-site laboratory, and staffed with board-certified physicians and emergency trained registered nurses. For the last three years, Adeptus Health has exceeded the 95th percentile in patient satisfaction according to patient feedback collected nationwide by Press Ganey Associates Inc. Adeptus Health also was named a 2016 Best Workplaces in Healthcare by Great Place to Work® and Fortune Magazine. For more information please visit adhc.com.



    Media                          Jackie Zupsic
    Contact:
                                   Hill & Knowlton Strategies

                                    Jackie.Zupsic@hkstrategies.com

                                   Tel: (212) 885 - 0590


    Investor                       Kevin Ellich
    Relations
    Contact:                        Vice President, Investor
                                    Relations

                                   Kevin.Ellich@adhc.com

                                   Tel: (972) 899-7062

Forward-Looking Statements

Certain statements and information herein may be deemed to be "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to our guidance, objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Any forward-looking statements herein are made as of the date of this press release, and ADPT undertakes no duty to update or revise any such statements except as required by the federal securities laws. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in ADPT's filings with the U.S. Securities and Exchange Commission ("SEC") from time to time and which are accessible on the SEC's website at www.sec.gov, including in the section entitled "Risk Factors" in the Company's Form 10-K for the fiscal year ended December 31, 2015. Among the factors that could cause future results to differ materially from those provided in this press release are: our ability to implement our growth strategy; our ability to maintain sufficient levels of cash flow to meet growth expectations; our ability to protect our brand; federal and state laws and regulations relating to our facilities, which could lead to the incurrence of significant penalties by us or require us to make significant changes to our operations; our ability to locate available facility sites on terms acceptable to us; competition from hospitals, clinics and other emergency care providers; our dependence on payments from third-party payors; our ability to source and procure new products and equipment to meet patient preferences; our reliance on Medical Properties Trust ("MPT") and the MPT Master Funding and Development Agreements; disruptions in the global financial markets leading to difficulty in borrowing sufficient amounts of capital to finance the carrying costs of inventory to pay for capital expenditures and operating costs; our ability or the ability of our healthcare system partners to negotiate favorable contracts or renew existing contracts with third-party payors on favorable terms; significant changes in our payor mix or case mix resulting from fluctuations in the types of cases treated at our facilities; significant changes in the rules, regulations and systems governing Medicare and Medicaid reimbursements; material changes in IRS revenue rulings, case law or the interpretation of such rulings; shortages of, or quality control issues with, emergency care-related products, equipment and medical supplies that could result in a disruption of our operations; the intense competition we face for patients, physician use of our facilities, strategic relationships and commercial payor contracts; the fact that we are subject to significant malpractice and related legal claims; the growth of patient receivables or the deterioration in the ability to collect on those accounts; the impact on us of PPACA, which represents a significant change to the healthcare industry; and ensuring our continued compliance with HIPAA, which could require us to expend significant resources and capital; and the factors discussed in the section entitled "Risk Factors" in the Company's Form 10-K for the fiscal year ended December 31, 2015.

Non-GAAP Financial Measures Description and Reconciliation

This press release includes presentations of Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, further adjusted to eliminate the impact of certain additional items, including, facility preopening expenses, stock compensation expense and other non-recurring costs, losses or gains.

This press release also includes presentation of Adjusted earnings per share, which is defined as earnings per share related to the Company's overall operation, including controlling and non-controlling interests, as adjusted to exclude certain additional items, including, facility preopening expenses, stock compensation expense and other non-recurring costs, losses or gains and an adjustment for taxes in order to establish a normalized tax rate of 35% for comparability purposes, divided by the aggregate number of shares of Class A and Class B common stock outstanding as of the end of the period.

In addition, this press release presents systemwide metrics to analyze the results of operations. These systemwide metrics include systemwide net patient services revenue. Systemwide metrics treat our unconsolidated facilities as if they were consolidated.

These non-GAAP financial measures, Adjusted EBITDA, Adjusted earnings per share and systemwide metrics, are commonly used by management and investors as performance measures. The Company's non-GAAP financial measures are not considered measures of financial performance under U.S. generally accepted accounting principles (GAAP), and the items excluded therefrom are significant components in understanding and assessing our financial performance. These non-GAAP financial measures should not be considered in isolation or as an alternative to GAAP measures such as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance. Reconciliations of non-GAAP financial measures are provided in this press release. Since these non-GAAP financial measures are not measures determined in accordance with GAAP and are susceptible to varying calculations, these measures, as presented, may not be comparable to other similarly titled measures of other companies.



                                                   Adeptus Health Inc.

                            Condensed Consolidated Statements of Income and Other Information

                      (unaudited; in thousands, except shares, per share data and other information)


                                                           Three months ended                         Six months ended

                                                                June 30,                                  June 30,
                                                              --------                               --------

                                                                2016                      2015                   2016         2015
                                                                ----                      ----                   ----         ----


    Patient service revenue                                 $101,595                  $104,363               $234,883     $200,265

    Provision for bad debt                                  (16,673)                 (17,514)              (43,726)    (32,459)
                                                             -------                   -------                -------      -------

    Net patient service revenue                               84,922                    86,849                191,157      167,806

    Management and contract
     services revenue                                         15,245                     2,738                 21,779        3,234
                                                              ------                     -----                 ------        -----

    Total net operating revenue                              100,167                    89,587                212,936      171,040

    Equity in earnings of
     unconsolidated joint
     ventures                                                  2,435                     3,621                  4,936        2,927

    Operating expenses:

    Salaries, wages and
     benefits                                                 62,130                    51,124                128,945      100,004

    General and administrative                                13,015                    11,370                 29,279       21,834

    Other operating expenses                                  12,093                    12,541                 27,106       23,846

    Depreciation and
     amortization                                              3,412                     4,523                  7,783        9,279
                                                               -----                     -----                  -----        -----

    Total operating expenses                                  90,650                    79,558                193,113      154,963
                                                              ------                    ------                -------      -------

    Income from operations                                    11,952                    13,650                 24,759       19,004
                                                              ------                    ------                 ------       ------

    Other income (expense):

    Gain on contribution to
     joint venture                                           185,336                    24,250                185,336       24,250

    Interest expense                                         (1,822)                  (3,898)               (3,648)     (7,172)
                                                              ------                    ------                 ------       ------

    Total other income                                       183,514                    20,352                181,688       17,078
                                                             -------                    ------                -------       ------

    Income before provision for
     income taxes                                            195,466                    34,002                206,447       36,082

    Provision for income taxes                                47,270                     6,328                 50,388        6,806
                                                              ------                     -----                 ------        -----

    Net income                                               148,196                    27,674                156,059       29,276

    Less: Net income
     attributable to the non-
     controlling interest                                     61,248                    17,040                 64,579       18,048
                                                              ------                    ------                 ------       ------

    Net income attributable to
     Adeptus Health Inc.                                     $86,948                   $10,634                $91,480      $11,228
                                                             =======                   =======                =======      =======

    Net income per share of Class A common stock:

    Basic                                                      $5.80                     $0.97                  $6.23        $1.08

    Diluted                                                    $5.80                     $0.97                  $6.23        $1.08

    Weighted average shares of Class A common stock:

    Basic                                                 15,001,701                10,953,138             14,687,700   10,432,882

    Diluted                                               15,001,701                10,953,138             14,687,700   10,432,882


    Other information

    Consolidated facilities                                       40                        54                     40           54

    Equity method facilities                                      55                        15                     55           15

    Total systemwide
     facilities, including
     hospitals                                                    95                        69                     95           69


                                Adeptus Health Inc.

                  Reconciliation of Adjusted EBITDA to Net Income

                             (unaudited; in thousands)


                                              Three months ended        Six months ended

                                                   June 30,                 June 30,
                                                 --------              --------

                                                 2016          2015        2016          2015
                                                 ----          ----        ----          ----


    Net income                               $148,196       $27,674    $156,059       $29,276

    Depreciation
     and
     amortization(1)                            5,206         4,929      10,015         9,685

    Interest
     expense                                    1,822         3,898       3,648         7,172

    Provision for
     income taxes                              47,270         6,328      50,388         6,806

    Gain on
     contribution
     to joint
     venture                                (185,336)     (24,250)  (185,336)     (24,250)

    Preopening
     expenses                                   3,294         1,991       5,234         4,089

    Stock
     compensation
     expense                                    1,221           608       2,309         1,157

    Public
     offering
     expenses                                     530           993         530           993

    Duplicative
     billing
     effort                                         -            -        208             -

    Other                                         292           769       1,179         1,275
                                                  ---           ---       -----         -----

    Total
     adjustments                            (125,701)      (4,734)  (111,825)        6,927
                                             --------        ------    --------         -----

    Adjusted
     EBITDA                                   $22,495       $22,940     $44,234       $36,203
                                              =======       =======     =======       =======



    (1) Includes the Company's
     proportionate share of
     depreciation and amortization
     related to its joint ventures


                        Adjusted Earnings Per Share Reconciliation

      (unaudited; in thousands, except shares, per share data and other information)


                                                       Three months ended              Six months ended

                                                            June 30,                       June 30,
                                                            --------                       --------

                                                          2016            2015            2016            2015
                                                          ----            ----            ----            ----

    Weighted average common shares outstanding

           Class A common
            shares                                  14,373,699      10,953,138      14,687,700      10,432,882

           Class B common
            shares                                   6,703,212       9,812,956       6,292,694      10,294,067
                                                     ---------       ---------       ---------      ----------

    Total Class A and B
     common shares                                  21,076,911      20,766,094      20,980,394      20,726,949


    Net income
     attributable to
     Adeptus Health
     Inc.                                              $86,948         $10,634         $91,480         $11,228

    Net income
     attributable to
     non-controlling
     interest                                           61,248          17,040          64,579          18,048
                                                        ------          ------          ------          ------

    Total net income                                   148,196          27,674         156,059          29,276


    Adjustments:

      Gain on
       contribution to
       joint venture                                 (185,336)       (24,250)      (185,336)       (24,250)

      Preopening expenses                                3,294           1,991           5,234           4,089

      Stock compensation
       expense                                           1,221             608           2,309           1,157

      Public offering
       costs                                               530             993             530             993

      Duplicative billing
       effort                                                -              -            208               -

      Other                                                292             769           1,179           1,275
                                                           ---             ---           -----           -----

      Total adjustments                              (179,999)       (19,889)      (175,876)       (16,736)

      Tax impact of
       adjustments (1)                                  63,000           6,961          61,557           5,858

      Tax adjustment
       resulting from
       applying effective
       tax rate (2)                                   (21,143)        (5,573)       (21,868)        (5,823)
                                                       -------          ------         -------          ------

    Adjusted net income                                 10,054           9,173          19,872          12,575
                                                        ------           -----          ------          ------

    Adjusted net income
     per share                                           $0.48           $0.44           $0.95           $0.61
                                                         =====           =====           =====           =====



    (1) Reflects the removal of the tax benefit associated with the adjustments

    (2) Represents adjusting to a normalized effective tax rate of 35%


                                                                         Adeptus Health Inc.

                                                               Systemwide Net Patient Services Revenue

                                                                      (unaudited; in thousands)


                                            Three months ended              Six months ended

                                                 June 30,                       June 30,
                                                 --------                     --------

                                                          2016               2015                           2016 2015
                                                          ----               ----                           ---- ----

    Net Patient Services Revenue:

    Consolidated facilities                                     $84,922                                 $86,849       $191,157 $167,806

    Unconsolidated joint ventures                                57,455                                  17,659         91,580   20,662
                                                                 ------                                  ------         ------   ------

    Systemwide net patient services revenue                    $142,377                                $104,508       $282,737 $188,468
                                                               ========                                ========       ======== ========


                                                  Adeptus Health Inc.

                                         Condensed Consolidated Balance Sheets

                                                     (in thousands)


                                                       June 30,                            December 31,

                                                                     2016                                   2015
                                                                     ----                                   ----

    ASSETS                                           (unaudited)                            (audited)

    Current assets

    Cash                                                           $3,718                                $16,037

    Accounts
     receivable,                             respectively
     less
     allowance
     for
     doubtful
     accounts
     of
     $28,901
     and
     $28,818,                                                      74,327                                 65,954

    Other
     receivables
     and
     current
     assets                                                        57,352                                 31,532

    Medical
     supplies
     inventory                                                      2,900                                  5,167
                                                                    -----                                  -----

    Total
     current
     assets                                                       138,297                                118,690

    Property
     and
     equipment,
     net                                                           34,486                                 70,187

    Investment
     in
     unconsolidated
     joint
     ventures                                                     272,967                                 43,104

    Deposits                                                          939                                  1,163

    Deferred
     tax asset                                                    255,886                                206,265

     Intangibles,
     net                                                           17,345                                 18,235

    Goodwill                                                       51,390                                 61,009

    Other long
     term
     assets                                                         2,046                                  2,950
                                                                    -----                                  -----

    Total
     assets                                                      $773,356                               $521,603
                                                                 ========                               ========


    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities

    Accounts
     payable
     and
     accrued
     expenses                                                     $24,608                                $27,521

    Accrued
     compensation                                                  17,043                                 23,197

    Current
     maturities
     of long-
     term debt                                                      7,278                                  7,585

    Current
     maturities
     of
     capital
     lease
     obligations                                                       40                                    102

    Deferred
     rent                                                             691                                    858
                                                                      ---                                    ---

    Total
     current
     liabilities                                                   49,660                                 59,263

    Long-term
     debt,
     less
     current
     maturities                                                   126,772                                113,563

    Payable to
     related
     parties
     pursuant
     to tax
     receivable
     agreement                                                    237,914                                191,302

    Capital
     lease
     obligation,
     less
     current
     maturities                                                       177                                  3,954

    Deferred
     rent                                                           2,453                                  3,837
                                                                    -----                                  -----

    Total
     liabilities                                                  416,976                                371,919
                                                                  -------                                -------

    Commitments and contingencies

    Shareholders' equity

    Preferred
     stock,                                  and
     par value                               outstanding
     $0.01 per                               at June
     share;                                  30, 2016
     10,000,000
     shares
     authorized
     and zero
     shares
     issued                                                             -                                     -

    Class A
     common                                  14,257,187                       respectively
     stock,                                  shares
     par value                               issued
     $0.01 per                               and
     share;                                  outstanding
     50,000,000                              at June
     shares                                  30, 2016
     authorized,                             and
     16,350,866                              December
     and                                                              164                                    143

    Class B
     common                                  6,510,738                        respectively
     stock,                                  shares
     par value                               issued
     $0.01 per                               and
     share;                                  outstanding
     20,000,000                              at June
     shares                                  30, 2016
     authorized,                             and
     4,724,430                               December
     and                                                               47                                     65

    Additional
     paid in
     capital                                                      172,370                                 85,457

    Retained
     earnings                                                      95,084                                  6,323

    Non-
     controlling
     interest                                                      88,715                                 57,696
                                                                   ------                                 ------

    Total
     equity                                                       356,380                                149,684
                                                                  -------                                -------

    Total
     liabilities
     and
     shareholders'
     equity                                                      $773,356                               $521,603
                                                                 ========                               ========


                                                                    Adeptus Health Inc.

                                                      Condensed Consolidated Statements of Cash Flows

                                                                 (unaudited; in thousands)


                                             Three months ended                                      Six months ended

                                                  June 30,                                               June 30,
                                                  --------                                               --------

                                                                2016                           2015                          2016        2015
                                                                ----                           ----                          ----        ----

    Cash flows from operating
     activities:

    Net income                                              $148,196                        $27,674                      $156,059     $29,276

    Adjustments to reconcile net
     income to net cash (used in)
     provided by operating
     activities:

         Loss from the disposal or
          impairment of assets                                     -                            68                             2          68

         Depreciation and amortization                         3,412                          4,523                         7,783       9,279

         Deferred tax expense                                 46,589                          4,122                        48,363       4,377

         Amortization of deferred loan
          costs                                                  194                            249                           387         468

         Provision for bad debts                              16,673                         17,514                        43,726      32,459

         Gain on contribution to
          unconsolidated joint ventures                    (185,336)                      (24,250)                    (185,336)   (24,250)

         Equity in earnings of
          unconsolidated joint ventures                      (2,435)                       (3,621)                      (4,936)    (2,927)

         Stock-based compensation                              1,221                            608                         2,309       1,157

         Changes in operating assets and
          liabilities:

            Restricted cash                                        -                            64                             -    (3,009)

            Accounts receivable                             (13,603)                      (14,475)                     (52,099)   (41,375)

            Other receivables and current
             assets                                         (18,888)                       (2,060)                     (25,996)      (951)

            Medical supplies inventory                          (20)                          (34)                        (526)      (160)

            Other long-term assets                                78                          (127)                          261       (110)

            Accounts payable and accrued
             expenses                                        (3,105)                         2,864                       (1,834)    (4,140)

            Accrued compensation                             (2,025)                       (1,007)                      (5,085)      (464)

            Deferred rent                                        473                            924                           929       1,377
                                                                 ---                            ---                           ---       -----

        Net cash (used in) provided by
         operating activities                                (8,576)                        13,036                      (15,993)      1,075
                                                              ------                         ------                       -------       -----

    Cash flows from investing
     activities:

    Deposits                                                      71                            310                           224         985

    Investments in unconsolidated
     joint ventures                                            (927)                             -                        (927)          -

    Proceeds from the sale of
     property and equipment                                        -                            10                             -      1,527

    Capital expenditures                                     (1,674)                       (1,650)                      (3,718)    (3,270)
                                                              ------                         ------                        ------      ------

              Net cash used in investing
               activities                                    (2,530)                       (1,330)                      (4,421)      (758)
                                                              ------                         ------                        ------        ----

    Cash flows from financing
     activities:

    Proceeds from public offerings,
     net of underwriters fees and
     expenses                                                107,389                         94,470                       107,389      94,470

    Purchase of limited liability
     units from LLC Unit holders                           (107,389)                      (94,470)                    (107,389)   (94,470)

    Proceeds from long-term
     borrowings                                               21,000                         30,000                        35,000      54,000

    Payment of deferred loan costs                                 -                         (415)                            -      (495)

    Payments on borrowings                                   (7,013)                       (6,049)                     (23,303)    (6,691)

    Payments of capital lease
     obligations                                                (11)                          (20)                         (35)       (39)

    Restricted stock forfeited on
     vesting to satisfy withholding
     requirements                                              (260)                             -                        (847)          -

    Tax distribution to unit holders                         (2,548)                       (2,965)                      (2,720)    (2,965)
                                                              ------                         ------                        ------      ------

              Net cash provided by financing
               activities                                     11,168                         20,551                         8,095      43,810
                                                              ------                         ------                         -----      ------

    Net increase (decrease) in cash
     and cash equivalents                                         62                         32,257                      (12,319)     44,127

    Cash, beginning of period                                  3,656                         13,872                        16,037       2,002
                                                               -----                         ------                        ------       -----

    Cash, end of period                                       $3,718                        $46,129                        $3,718     $46,129
                                                              ======                        =======                        ======     =======

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SOURCE Adeptus Health Inc.