8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 31, 2017

Adeptus Health Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-36520	46-5037387
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

2941 Lake Vista Drive
Lewisville, Texas	75067
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 899-6666

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01Regulation FD Disclosure

As previously reported by Adeptus Health Inc. (the “Company”), on April 19, 2017, the Company and its subsidiaries (such subsidiaries, together with the Company, the “Debtors”) filed voluntary petitions (collectively, the “Petitions” and, the cases thereby, the “Bankruptcy Cases”) with the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”) for reorganization relief under chapter 11 of title 11 of the United States Code. The cases were consolidated for administrative purposes only under Case No. 17-31432.

On August 31, 2017, the Company filed its monthly operating report for the period of July 1, 2017 through July 31, 2017 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached to this Current Report on Form 8-K as Exhibit 99.1.

Cautionary Statements Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information in the Monthly Operating Report was not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, non-cash items, accruals, valuations and disclosures. The Monthly Operating Report also contains information for periods which are different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for a period that would be reflected in the Company’s financial statements or its reports pursuant to the Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially. Any forward-looking statements herein are made as of the date of this filing, and the Company 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 the Company’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 and its Form 10-Q for the three and nine months ended September 30, 2016. Among the factors that could cause future results to differ materially from those provided in this Current Report on Form 8-K are: (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Bankruptcy Cases, (ii) the ability of the Company and its subsidiaries to consummate the transactions contemplated by the Plan of Reorganization (the “Plan”), (iii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Bankruptcy Cases and the outcome of the cases in general, (v) the length of time the Company will operate under the Bankruptcy Cases, (vi) risks associated with third party motions in the Bankruptcy Cases, which may interfere with the Company’s ability to consummate the transactions contemplated by the Plan, (vii) the potential adverse effects of the Bankruptcy Cases on the Company’s liquidity or results of operations, (viii) the ability to operate the Company’s business and consummate the transactions contemplated by the Plan, (ix) the transactions contemplated by the DIP Credit Agreement and the Plan being subject to closing conditions, which conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; (x) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties, (xi) the Company’s

2

ability to maintain contracts, trade credit and other customer, joint venture partner and/or vendor relationships that are essential to the Company’s operations, and (xii) the Company’s ability to retain key executives and employees, and (xiii) the factors discussed in the section entitled “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2015 and its Form 10-Q for the three and nine months ended September 30, 2016.

The Company’s stockholders are cautioned that trading in shares of the Company’s Class A common stock during the pendency of the Bankruptcy Cases is highly speculative and poses substantial risks. Trading prices for shares of the Company’s Class A common stock may bear little or no relationship to the actual recovery, if any, by holders in the reorganization (who would receive no value under the Plan). Accordingly, the Company urges extreme caution with respect to existing and future investments in its Class A common stock.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Item 9.01Regulation FD Disclosure

Exhibit No.	Description
99.1	Monthly Operating Report for the Period from July 1, 2017 to July 31, 2017.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Adeptus Health Inc.
	(Registrant)
	By:	/s/ Frank R. Williams, Jr.
	Name:	Frank R. Williams, Jr.
	Title:	Chief Financial Officer
September 1, 2017

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Monthly Operating Report for the Period from July 1, 2017 to July 31, 2017.

5

EX-99.1

Exhibit 99.1

Monthly Operating Report ACCRUAL BASIS UNITED STATES BANKRUPTCY COURT NORTHERN & EASTERN DISTRICTS OF TEXAS REGION 6 MONTHLY OPERATING REPORT MONTH ENDING: July 2017 MONTH YEAR IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY OPERATING REPORT (ACCRUAL BASIS-1 THROUGH ACCRUAL BASIS-7) AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT, AND COMPLETE. DECLARATION OF THE PREPARER (OTHER THAN RESPONSIBLE PARTY) IS BASED ON ALL INFORMATION OF WHICH PREPARER HAS ANY KNOWLEDGE. RESPONSIBLE PARTY: /s/ Andrew Hinkelman Chief Restructuring Officer ORIGINAL SIGNATURE OF RESPONSIBLE PARTY TITLE Andrew Hinkelman 8/31/2017 PRINTED NAME OF RESPONSIBLE PARTY DATE PREPARER: ORIGINAL SIGNATURE OF PREPARER TITLE PRINTED NAME OF PREPARER DATE CASE NAME: ADPT DFW Holdings LLC, et al. CASE NUMBER: 17-31432 (jointly administered) JUDGE: Stacey G. C. Jernigan

Monthly Operating Report ACCRUAL BASIS-1 May 31, 2017 June 30, 2017 July 31, 2017 Notes: Notes: Letter of Credit Obligations are not recorded on the financial statements July covers the balances as of 07/31/2017 June covers the balances as of 06/30/2017 May covers the balances as of 05/31/2017 (1) Amount shown reflects pre and post petition amounts. Company's standard reporting does not provide breakdown of liability Other long-term assets Def Lease Asset - LT 133,359 130,617 127,875 Deferred Lease Cost 1,894,857 1,881,146 1,867,435 Interest Receivable 196,495 223,820 252,182 Total 2,224,711 2,235,583 2,247,492 Other receivables and current assets A/R NIX 60,000 120,000 180,000 Employee Advances 27,431 23,709 19,362 Accounts Receivable - Officers 3,087 3,119 3,375 Receivable Cash in Transit 653,135 653,135 653,135 Accounts Receivable - MPT 4,760,035 4,407,168 4,398,980 Prepaid Insurance 541,925 366,894 921,294 Prepaid Rent - 155,021 - Other Prepaid Expense 542,942 395,732 375,876 Prepaid Facilities Supplies 16,773 16,785 17,211 Prepaid Maintenance Contracts 9,413 7,760 9,752 Prepaid Software Licenses 529,864 766,664 767,013 Prepaid Licenses 303,398 270,813 228,795 Total 7,448,004 7,186,802 7,574,793 ASSETS Current assets Cash 24,524,218 17,625,375 25,010,103 Accounts receivable , net of allowance 32,118,436 35,590,605 34,494,741 Other receivables and current assets 7,448,004 7,186,802 7,574,793 See detail below Due from related party (8,616,469) (5,734,448) (2,583,301) Medical supplies inventory 4,762,782 4,766,395 4,770,129 Total Current Assets 60,236,970 59,434,729 69,266,465 Property and equipment, net 29,634,163 28,980,966 28,630,726 Investment in unconsolidated affiliates 45,607,135 39,780,263 33,788,683 Deposits 1,540,260 1,540,430 1,541,010 Deferred tax asset 202,384,237 202,384,237 202,384,237 Intangibles, net 16,900,000 16,900,000 16,900,000 Goodwill 51,390,058 51,390,058 51,390,058 Note receivable 11,000,000 11,000,000 11,000,000 Other long-term assets 2,224,711 2,235,583 2,247,492 See detail below Total assets 420,917,534 413,646,266 417,148,670 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities - Debtor Post Petition Accounts payable 1,427,357 1,764,457 2,047,917 DIP Loan (with accrued PIK interest) 20,069,014 25,688,215 42,724,999 Accrued expenses 19,587,441 26,736,553 29,662,470 Refer to General Notes Accrued compensation 4,741,835 8,147,156 8,387,010 Refer to General Notes Total current liabilities - Debtor Post Petition 45,825,647 62,336,381 82,822,395 Current liabilities - Debtor Pre Petition Accounts payable - Debtor Pre-Petition 14,183,962 13,153,285 12,277,831 Refer to General Notes Total current liabilities - Debtor Pre Petition 14,183,962 13,153,285 12,277,831 Current liabilities - Other Accounts payable - Non-Debtor 15,568,843 13,391,010 14,749,263 Current deferred rent 925,082 920,950 915,962 (1) Total current liabilities - Other 16,493,924 14,311,960 15,665,225 Total current liabilities 76,503,534 89,801,626 110,765,451 Long-term liabilities Current maturities of capital lease obligations 120,518 120,673 120,828 Current maturities of long-term debt 16,379,722 11,392,421 11,981,860 Long-term debt, less current maturities 192,833,855 197,872,416 197,840,244 Payable to related parties pursuant to tax receivable agreement 237,913,559 237,913,559 237,913,559 Mandatorily redeemable preferred stock 28,685,682 28,877,729 29,071,057 Capital lease obligations, less current maturities 410,604 399,373 395,839 Deferred rent, less current maturities 4,696,647 4,762,338 4,699,142 (1) Due to related party 59,160,274 54,804,458 54,033,230 (1) Total long-term liabilities 540,200,862 536,142,966 536,055,758 Total liabilities 616,704,395 625,944,592 646,821,210 Shareholders' equity (deficit) (195,786,862) (212,298,326) (229,672,539) Total liabilities and shareholders' equity 420,917,534 413,646,266 417,148,670 CASE NAME:ADPT DFW Holdings LLC, et al. CASE NUMBER:17-31432 (jointly administered)

Monthly Operating Report ACCRUAL BASIS-2 May 31, 2017 June 30, 2017 July 31, 2017 Notes: Notes: July covers the period between 07/01/2017 and 07/31/2017 June covers the period between 06/01/2017 and 06/30/2017 May covers the period between 04/20/2017 and 05/31/2017 (1) Federal income tax expense has not been recorded in 2017. May income tax expense represents Texas Franchise tax which was due in May. July income tax expense represents excise tax which was due in July Revenue Patient service revenue $32,569,756 $24,214,346 $21,315,143 Provision for bad debts (14,986,886) (7,177,368) (2,383,654) Net patient service revenue $17,582,870 $17,036,978 $18,931,489 Management and contract services revenue (1,663,974) 409,627 481,566 Total net operating revenue $15,918,895 $17,446,605 $19,413,055 Operating Expenses Salaries, wages and benefits $(20,903,996) $(14,944,733) $(14,994,843) Equity in earnings (loss) of joint ventures (9,853,254) (7,149,864) (7,010,454) General and administration costs (2,746,954) (2,078,216) (2,888,818) Depreciation and amortization (996,524) (694,345) (646,783) Other operating expenses (4,674,066) (4,068,924) (3,907,318) Gain (loss) on disposal of assets - - - Operating income (loss) Financing charges $(2,061,474) $(1,773,541) $(1,826,405) Reorganization costs, net (2,091,353) (3,144,564) (6,158,459) Other (Adjustments to Allowed Claims, debt valuation) - - - Loss before income tax $(27,408,726) $(16,407,582) $(18,020,025) Income tax expense (407,000) - (6,104) (1) Net Loss $(27,815,726) $(16,407,582) $(18,026,129) CASE NAME: ADPT DFW Holdings LLC, et al. CASE NUMBER: 17-31432 (jointly administered)

Monthly Operating Report ACCRUAL BASIS-3 May 31, 2017 June 30, 2017 July 31, 2017 Notes: Closing Balance Reconciliation Notes: Cash Receipts include receipts for non-debtor facilities Cash Disbursements include disbursements for non-debtor facilities (1) Professional Fees represent the funding of the professional fee escrow account (2) Non-Debtor Accounts and Adjustments include the cash receipts that have not been swept to the Debtor's Bank of America accounts (from Colorado's JPM Account and other Non-Debtor Bank of America accounts), as well as adjustments to include the impact of outstanding checks and other accounting reconciling items to arrive at ending bank balance Book Balance 24,524,218 17,625,375 25,010,103 Book Balance of Debtors Non-Debtor Accounts and Adjustments 365,540 4,064,287 2,823,366 (2) Escrow Accounts (Professional Fee and Utility) (729,419) (4,047,572) (5,656,144) Ending Cash (Bank Balance) 24,160,338 17,642,090 22,177,325 Available Bank Balance Beginning Cash (Bank Balance) 5,088,417 24,160,338 17,642,090 Cash Receipts - Patient Revenue Related 58,731,050 42,573,300 40,369,588 Cash Receipts - Debt Draw Related 19,900,000 5,583,400 16,899,000 Total Cash Receipts 78,631,050 48,156,700 57,268,588 Disbursements Payroll, Payroll Taxes, and Benefits 20,564,918 14,207,993 14,253,579 Physician Payroll 15,193,699 15,305,429 15,012,000 Rent & Other Occupancy 6,313,035 5,909,349 6,083,778 Utilities 761,089 840,265 577,292 Equipment Leases 2,735,816 2,299,624 3,082,105 Lab Fees, Supplies & Other Patient Expenses 3,585,246 3,676,104 2,515,114 Insurance 2,008,517 456,578 441,468 Other Disbursements 6,028,695 8,044,666 6,971,547 Professional Fees 205,840 3,595,300 3,283,600 (1) Deposits 729,419 - - Critical Vendors 17,175 338,908 511,211 503(b)(9) - - - Priority Claims - - - Taxes 1,415,680 732 1,657 Total Disbursements 59,559,129 54,674,948 52,733,353 Net Cash Flow 19,071,921 (6,518,249) 4,535,235 Ending Cash (Bank Balance) 24,160,338 17,642,090 22,177,325 CASE NAME: ADPT DFW Holdings LLC, et al. CASE NUMBER: 17-31432 (jointly administered)

Monthly Operating Report ACCRUAL BASIS-3 May 31, 2017 June 30, 2017 July 31, 2017 Case Number Legal Entity Name Receipts Disbursements Receipts Disbursements Receipts Disbursements Notes 17-31432 ADPT DFW Holdings LLC $ - $ - $ - $ - $ - $ - 17-31434 Adeptus Health Inc. - - - - - - 17-31435 Adeptus Health LLC - - - - - - 17-31436 First Choice ER, LLC 39,226,369 - 28,243,499 - 27,609,049 - 17-31437 East Mesa Medical Center LLC - - - - - - 17-31438 League City Medical Center LLC - - - - - - 17-31439 East Pflugerville Medical Center LLC 312,579 276,358 249,010 128,901 254,991 129,160 17-31440 Antoine Medical Center LLC 890,092 420,427 618,790 273,269 611,359 207,763 17-31441 Legacy Trails Medical Center LLC 490,525 310,288 312,154 181,077 441,053 117,389 17-31442 East Riverside Medical Center LLC - 217,161 - 87,741 - 153,214 17-31443 ECC Management, LLC - 10,166,921 - 9,365,045 - 10,695,691 17-31444 Arizona General ER LLC - - - - - - 17-31445 Lewis Center Medical Center LLC - - - - - - 17-31446 Litchfield Park Medical Center LLC - - - - - - 17-31447 FCER Management, LLC - 197 - - - 2,385 17-31448 Adeptus Health Colorado Holdings LLC - - - - - - 17-31449 Atascocita 1960 Medical Center LLC - 2,647 - 11,369 - - 17-31450 Louetta Medical Center LLC - - - - - - 17-31451 First Texas Hospital Cy-Fair LLC 10,009,855 8,142,241 7,194,983 4,787,755 6,387,913 3,705,683 17-31452 Rosenberg Medical Center LLC - - - - - - 17-31453 Marrero Medical Center LLC - - - - - - 17-31454 Austin Brodie Medical Center LLC 338,874 318,070 370,613 170,544 256,521 122,601 17-31455 Adeptus Health Management LLC - - - - - - 17-31456 Baytown Medical Center LLC - - - - - - 17-31457 Meadowbrook Heights Medical Center LLC - - - - - - 17-31458 Medical Center of Crosby Lynchburg LLC - - - - - - 17-31459 Bella Terra Medical Center LLC - - - - - - 17-31460 Roy Richard Medical Center LLC - - - - - - 17-31461 Adeptus Health Phoenix Holdings LLC - - - - - - 17-31462 Medical Center of Spring Rayford Richards LLC - - - - - - 17-31463 San Antonio Nacogdoches Medical Center LLC 232,761 322,361 217,338 170,352 163,984 118,676 17-31464 Four Points Medical Center LLC - - - - - - 17-31465 Mesa Tierra Medical Center LLC - - - - - - 17-31466 Adeptus Health Ventures LLC - - - - - - 17-31467 San Tan Valley Medical Center LLC - - - - - - 17-31468 Bender's Landing Medical Center LLC - - - - - - 17-31469 Friendswood Medical Center LLC 343,012 310,901 306,215 172,520 223,997 148,509 17-31470 Midlothian Medical Center LLC - - - - - - 17-31471 ADPT Columbus Holdings LLC - - - - - - 17-31472 Seguin Foster Medical Center LLC - - - - - - 17-31473 Mountain Park Ranch Medical Center LLC - - - - - - 17-31474 FTH Houston Partners LLC - - - - - - 17-31475 Blacklick Woods Medical Center LLC - - - - - - 17-31476 Sienna Plantation Medical Center LLC - - - - - - 17-31477 Garland Centerville Medical Center LLC - - - - - - 17-31478 National Medical Professionals of Arizona LLC 2,339,485 2,267,166 1,749,297 2,255,183 1,426,522 2,338,935 17-31479 ADPT Houston Holdings LLC - - - - - - 17-31480 South Bend Medical Center LLC - - - - - - 17-31481 Gilbert Medical Center LLC - - - - - - 17-31482 Briar Forest-Eldridge Medical Center LLC - - - - - - 17-31483 National Medical Professionals of Ohio LLC - - - - - - 17-31484 South Carrier Medical Center LLC - - - - - - 17-31485 Gleannloch Farms Medical Center LLC - - - - - - 17-31486 ADPT New Orleans Holdings LLC - - - - - - 17-31487 South Green Oaks Medical Center LLC - - - - - - 17-31488 Broad Wagoner Medical Center LLC - - - - - - 17-31489 Glendale Medical Center LLC - - - - - - 17-31490 Goodyear Medical Center LLC - - - - - - 17-31491 Spanish Oaks Medical Center LLC - - - - - - 17-31492 Greenville Stacy Medical Center LLC - - - - - - 17-31493 ADPT New Orleans Management LLC - 166 - 2,364 - 279 17-31494 Brushy Creek Medical Center LLC 304,642 324,261 183,342 168,158 183,150 153,287 17-31495 Spring 2920 Medical Center LLC - - - - - - 17-31496 Guadalupe River Medical Center LLC - - - - - - 17-31497 ADPT-AZ MPT Holdings LLC - - - - - - 17-31498 Camelback 83rd Medical Center LLC - - - - - - 17-31499 Hampden Tower Medical Center LLC - - - - - - 17-31500 Spring Green Medical Center LLC 147,417 293,083 120,217 134,980 63,026 98,825 17-31501 Helotes Medical Center LLC 257,310 333,513 136,944 181,439 163,064 122,239 17-31502 ADPT-AZ RE Holdings LLC - - - - - - 17-31503 SSH Medical Center LLC 406,108 356,523 336,029 183,371 248,565 194,536 17-31504 Hilliard Medical Center LLC - - - - - - 17-31505 Cedar Park Lakeline Medical Center LLC - - - - - - 17-31506 Sterling Ridge Medical Center II LLC - - - - - - 17-31507 Houston 9520 Jones Medical Center LLC - - - - - - 17-31508 ADPT-CO MPT Holdings LLC - - - - - - 17-31509 Centennial Medical Center LLC - - - - - - 17-31510 New Orleans East Medical Center LLC - - - - - - 17-31511 Houston FM 1960 Medical Center LLC - - - 358 - 179 17-31512 ADPT-CO RE Holdings LLC - - - - - - 17-31513 Sterling Ridge Medical Center LLC - - - - - - 17-31514 Katy ER Center LLC - - - - - - 17-31515 Summerwood Medical Center LLC - - - - - - 17-31516 Center Street DP Medical Center LLC - - - - - - 17-31517 Keller Medical Center LLC - - - - - - 17-31518 Surprise Medical Center LLC - - - - - - 17-31519 ADPT-Columbus MPT Holdings LLC - - - - - - 17-31520 Kingwood Medical Center LLC - - - - - - 17-31521 Chandler Germann Medical Center LLC - - - - - - 17-31522 SW Chandler Medical Center LLC - - - - - - 17-31523 ADPT-Columbus RE Holdings LLC - - - - - - 17-31524 Kuykendahl Medical Center LLC - - - - - - 17-31525 Chandler Heights Medical Center LLC - - - - - - 17-31526 La Porte Medical Center LLC 274,649 288,639 192,413 163,474 191,286 143,784 17-31527 ADPT-DFW MPT Holdings LLC - - - - - - 17-31528 Sycamore School Medical Center LLC - - - - - - 17-31529 Cinco Ranch Medical Center LLC - - - - - - 17-31530 Lakewood Forest Medical Center LLC - - - - - - 17-31531 Tempe McClintock Baseline Medical Center LLC - - - - - - 17-31532 ADPT-DFW RE Holdings LLC - - - - - - 17-31533 ADPT-Houston MPT Holdings LLC - - - - - - 17-31534 Tempe Rural-Baseline Medical Center LLC - - - - - - 17-31535 Colonial Lakes Medical Center LLC - - - - - - 17-31536 ADPT-Houston RE Holdings LLC - - - - - - 17-31537 Texas Regional Hospital LLC - - - - - - 17-31538 Northwest Harris County Medical Center LLC - - - - - - 17-31539 Colorado General Hospital LLC - - - - - - 17-31540 Ohio General ER LLC - - - - - - 17-31541 Victory Lakes Medical Center LLC 165,247 311,207 108,862 162,597 126,905 117,781 17-31542 ADPT-LA MPT Holdings LLC - - - - - - 17-31543 Wadsworth-Belleview Medical Center LLC - - - - - - 17-31544 Conroe Medical Center LLC - - - - - - 17-31545 ADPT-LA RE Holdings LLC - - - - - - 17-31546 Waterside Medical Center LLC - - - - - - 17-31547 Ohio General Hospital LLC - - - - - - 17-31548 AJNH Medical Center LLC 325,830 287,605 268,269 129,239 256,198 133,839 Includes receipts related to non-debtor entities Disbursements for non-debtors shown at bottom CASE NAME: ADPT DFW Holdings LLC, et al. CASE NUMBER: 17-31432 (jointly administered)

Monthly Operating Report ACCRUAL BASIS-3 May 31, 2017 June 30, 2017 July 31, 2017 Case Number Legal Entity Name Receipts Disbursements Receipts Disbursements Receipts Disbursements Notes Total $ 58,731,050 $ 59,559,129 $ 42,573,300 $ 54,674,948 $ 40,369,588 $ 52,733,353 Total $ 78,631,050 $ 59,559,129 $ 48,156,700 $ 54,674,948 $ 57,268,588 $ 52,733,353 Cash Receipts - Debt Draw Related 19,900,000 - 5,583,400 - 16,899,000 - 17-31549 Opfree Licensing LP - - - - - - 17-31550 White Settlement Medical Center LLC - - - - - - 17-31551 Converse Medical Center LLC 350,204 326,625 235,747 168,530 244,343 115,130 17-31552 Wilderness-Hardy Oak Medical Center LLC 7,835 62,715 3,998 54,824 2,373 13,207 17-31553 Alamo Heights SA Medical Center LLC - - - - - - 17-31554 Copperwood Medical Center LLC - - - - - - 17-31555 William Cannon Medical Center LLC - - - - - - 17-31556 Algiers Medical Center LLC - - - - - - 17-31557 Creekside Forest Medical Center LLC - - - - - - 17-31558 OpFree RE Investments, Ltd. - - - - - - 17-31559 Culebra-Tezel Medical Center LLC 357,289 279,070 240,585 133,524 178,336 216,947 17-31560 De Zavala Medical Center LLC 545,648 321,881 323,858 187,149 329,051 127,676 17-31561 Alvin Medical Center LLC 334,459 298,460 290,107 167,698 217,188 101,851 17-31562 OpFree, LLC - - - - - - 17-31563 Dublin Medical Center LLC - - - - - - 17-31564 Anthem Medical Center LLC - - - - - - 17-31565 Eagles Nest Medical Center LLC - - - - - - 17-31566 Pearland 518 Medical Center LLC - - - - - - 17-31567 Pearland Parkway Medical Center LLC 425,871 314,559 346,854 183,756 312,470 119,089 17-31568 Pearland Sunrise Medical Center LLC - - - - - - 17-31569 Pflugerville Medical Center LLC 300,046 260,700 269,051 124,272 241,636 128,810 17-31570 Potranco Medical Center LLC 344,943 337,727 255,125 170,162 236,608 172,801 17-31571 Provinces Medical Center LLC - - - - - - 17-31572 Queen Creek Medical Center LLC - - - - - - Non-Debtor Non-Debtor - 32,407,656 - 34,755,297 - 33,033,091 CASE NAME: ADPT DFW Holdings LLC, et al. CASE NUMBER: 17-31432 (jointly administered)

Monthly Operating Report ACCRUAL BASIS-4 (1) Schedules did not reflect aging of A/R, as such all amounts are shown in total line (2) Includes reconciliation items to GL including: hold accruals and bill out of service months (3) Debtor financials include A/R balances for NMP for owned locations in Austin, Houston and San Antonio (4) Only includes aging for post-petition accounts payable for Debtors Notes: The beginning tax liability has been updated for state and local sales tax to reflect actual liabilities incurred and amounts paid during the period STATUS OF POSTPETITION TAXES MONTH:July 2017 FEDERAL BEGINNING TAX LIABILITY AMOUNT WITHHELD AND/ 0R ACCRUED AMOUNT PAID ENDING TAX LIABILITY 1.WITHHOLDING $0 $708,210 $708,210 $0 2.FICA-EMPLOYEE $0 $367,706 $367,706 $0 3.FICA-EMPLOYER $0 $365,846 $365,846 $0 4.UNEMPLOYMENT $0 $1,826 $1,826 $0 5.INCOME $0 $0 $0 $0 6.OTHER (ATTACH LIST) $0 $0 $0 $0 7.TOTAL FEDERAL TAXES $0 $1,443,588 $1,443,588 $0 STATE AND LOCAL 8.WITHHOLDING $0 $5,167 $5,167 $0 9.SALES $140 $114 $140 $114 10.EXCISE $0 $0 $0 $0 11.UNEMPLOYMENT $0 $8,716 $8,716 $0 12.REAL PROPERTY $0 $0 $0 $0 13.PERSONAL PROPERTY $0 $0 $0 $0 14.OTHER (ATTACH LIST) $0 $0 $0 $0 15.TOTAL STATE & LOCAL $140 $13,997 $14,023 $114 16.TOTAL TAXES $140 $1,457,586 $1,457,612 $114 6.ACCOUNTS PAYABLE (4) $1,961,307 $86,609 $0 $0 $2,047,917 AGING OF POSTPETITION TAXES AND PAYABLES MONTH:July 2017 TAXES PAYABLE 0-30 DAYS 31-60 DAYS 61-90 DAYS 91+ DAYS TOTAL 1.FEDERAL $0 $0 $0 $0 $0 2.STATE $0 $0 $0 $0 $0 3.LOCAL $0 $0 $0 $0 $0 4.OTHER (ATTACH LIST) $0 $0 $0 $0 $0 5.TOTAL TAXES PAYABLE $0 $0 $0 $0 $0 ACCOUNTS RECEIVABLE AGING SCHEDULE AMOUNT May June July 1.0-30 $21,318,088 $19,391,277 $29,399,430 2.31-60 $18,224,154 $14,617,672 $14,985,798 3.61-90 $15,746,958 $13,999,090 $14,208,179 4.91+ $94,060,896 $103,550,653 $75,745,039 5.TOTAL ACCOUNTS RECEIVABLE (1) $135,478,478 $149,350,096 $151,558,693 $134,338,445 6.RESERVES AND RECONCILING ITEMS (2) ($106,121,501) ($122,319,348) ($119,554,942) ($104,097,856) 7.Non-Debtor NMP Net A/R (3) $0 $5,087,688 $3,586,853 $4,254,152 8.ACCOUNTS RECEIVABLE (NET) $29,356,978 $32,118,436 $35,590,605 $34,494,741 CASE NAME:ADPT DFW Holdings LLC, et al. CASE NUMBER:17-31432 (jointly administered)

Monthly Operating Report ACCRUAL BASIS-5 MONTH: July 2017 Account Account Number Statement Not Credited Outstanding Checks Items Per Books Check Written 1 17-31451 - First Texas Hospital Cy-Fair LLC Bank of America Merrill Lynch Government Deposit Account 0602 n/a - - - - - n/a 2 17-31451 - First Texas Hospital Cy-Fair LLC Bank of America Merrill Lynch Non-Government Deposit Account 0615 n/a - - - - - n/a 3 17-31451 - First Texas Hospital Cy-Fair LLC Bank of America Merrill Lynch Operating Account 0592 10460 83,560 - - - 83,560 n/a 4 17-31451 - First Texas Hospital Cy-Fair LLC Bank of America Merrill Lynch Facility Sub Account 0663 n/a - - - - - n/a 5 17-31451 - First Texas Hospital Cy-Fair LLC Bank of America Merrill Lynch Facility Sub Account 0676 n/a - - - - - n/a 6 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 6440 n/a - - - - - n/a 7 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7882 n/a - - - - - n/a 8 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 4043 n/a - - - - - n/a 9 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 3757 n/a - - - - - n/a 10 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 9898 n/a - - - - - n/a 11 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7074 n/a - - - - - n/a 12 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7087 n/a - - - - - n/a 13 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7113 n/a - - - - - n/a 14 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7126 n/a - - - - - n/a 15 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7139 n/a - - - - - n/a 16 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7155 n/a - - - - - n/a 17 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7184 n/a - - - - - n/a 18 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7197 n/a - - - - - n/a 19 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 3744 n/a - - - - - n/a 20 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 3656 n/a - - - - - n/a 21 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 3387 n/a - - - - - n/a 22 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 8453 n/a - - - - - n/a 23 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 8466 n/a - - - - - n/a 24 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 2135 n/a - - - - - n/a 25 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 9581 n/a - - - - - n/a 26 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 9594 n/a - - - - - n/a 27 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5452 n/a - - - - - n/a 28 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5183 n/a - - - - - n/a 29 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5497 n/a - - - - - n/a 30 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5507 n/a - - - - - n/a 31 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 6849 n/a - - - - - n/a 32 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 8387 n/a - - - - - n/a 33 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 0385 n/a - - - - - n/a 34 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 3463 n/a - - - - - n/a 35 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 3489 n/a - - - - - n/a 36 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5470 n/a - - - - - n/a 37 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 6437 n/a - - - - - n/a 38 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 4030 n/a - - - - - n/a 39 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 6122 n/a - - - - - n/a 40 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 6968 n/a - - - - - n/a 41 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 6971 n/a - - - - - n/a 42 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 7168 n/a - - - - - n/a 43 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 3728 n/a - - - - - n/a 44 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 9022 n/a - - - - - n/a 45 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 2151 n/a - - - - - n/a 46 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 9604 n/a - - - - - n/a 47 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5170 n/a - - - - - n/a 48 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5510 n/a - - - - - n/a 49 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 0398 n/a - - - - - n/a 50 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 3476 n/a - - - - - n/a 51 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5829 n/a - - - - - n/a 52 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 2427 n/a - - - - - n/a 53 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 0692 n/a - - - - - n/a 54 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 0702 n/a - - - - - n/a 55 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 5832 n/a - - - - - n/a 56 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 9620 n/a - - - - - n/a 57 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Facility Sub Account 9633 n/a - - - - - n/a 58 17-31478 - National Medical Professionals of Arizona LLC Bank of America Merrill Lynch Government Deposit Account 7384 10360 4,085 - - - 4,085 n/a 59 17-31478 - National Medical Professionals of Arizona LLC Bank of America Merrill Lynch Non-Government Deposit Account 7397 n/a - - - - - n/a 60 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Concentration Account 8001 10220 18,955,802 - - - 18,955,802 n/a 61 17-31443 - ECC Management, LLC Bank of America Merrill Lynch Checking Disbursement Account 0174 10210 1,856,615 - (1,968,737) - (112,122) 74905 62 17-31443 - ECC Management, LLC Bank of America Merrill Lynch Disbursement Account - Utility Escrow 2984 n/a 729,419 - - - 729,419 n/a 63 17-31443 - ECC Management, LLC Bank of America Merrill Lynch Disbursement Account - Prof Fees Escro 6029 6029 4,926,725 - - - 4,926,725 n/a 63 17-31447 - FCER Management, LLC Bank of America Merrill Lynch Exception Item Disbursement Account 7964 10240 364,704 - - - 364,704 1042 64 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch ACH Disbursement Account 6981 n/a - - - - - n/a 65 17-31436 - First Choice ER, LLC Bank of America Merrill Lynch Employee Funded FSA/HSA Account 9143 10250 42,478 - - - 42,478 2360 66 Currency on Hand N/A Currency on Hand n/a n/a 15,452 - - - 15,452 n/a Total 26,978,840 - (1,968,737) - 25,010,103 No. Account Owner Bank Account Type Last 4 Digits of Bank General Ledger Balance Per Bank Add: Total Deposits Subtract: Other Reconciling Month End Balance Number of Last BANK RECONCILIATIONS - Attached Schedule CASE NAME: ADPT DFW Holdings LLC, et al. CASE NUMBER: 17-31432 (jointly administered)

Monthly Operating Report ACCRUAL BASIS-6 MONTH:July 2017 The Debtors have paid an aggregate of $3,582,500 in rental obligations (equipment, land, buildings, etc.) in accordance with the terms of certain leases for July 2017 POSTPETITION STATUS OF SECURED NOTES, LEASES PAYABLE AND ADEQUATE PROTECTION PAYMENTS PROFESSIONALS NAME DATE OF COURT ORDER AUTHORIZING PAYMENT AMOUNT APPROVED AMOUNT PAID TOTAL PAID TO DATE TOTAL INCURRED & UNPAID 1. Houlihan Lokey, Inc. Docket 293 Dated June 6th, 2017 (Final Order Authorizing Use Of Cash Collateral) As invoiced - 307,667 $0 2. Epiq Bankruptcy Solutions As invoiced 93,560 268,880 $141,242 3. Norton Rose Fulbright USLLP As invoiced, net of holdback 1,578,868 1,578,868 $382,252 4. Focus Management Group USA, Inc. As invoiced 2,600 2,600 $13,800 5. FTI Consulting, Inc. As invoiced - - $1,613,436 6. Akin Gump Strauss Hauer & Feld LLP As invoiced, net of holdback - - $1,419,736 7. CohnReznick LLP As invoiced, net of holdback - - $332,818 8. Quilling Selander Lownds Winslett Moser, P.C. As invoiced, net of holdback - - $4,972 9. Neubert, Pepe, & Monteith, P.C. As invoiced, net of holdback - - $20,358 10. U.S. Trustee As invoiced - - $194,125 11. Brown Rudnick LLP As invoiced, net of holdback - - $392,376 12. 13. TOTAL PAYMENTS TO PROFESSIONALS $1,675,028 $2,158,015 $3,928,614 INSIDERS NAME TYPE OF PAYMENT AMOUNT PAID TOTAL PAID TO DATE 1. Multiple Salary $ 484,112 $ 1,668,689 2. Multiple Expense Reimbursement 14,411 110,050 3. 4. 5. 6.TOTAL PAYMENTS TO INSIDERS $498,523 $1,778,738 PAYMENTS TO INSIDERS AND PROFESSIONALS CASE NAME:ADPT DFW Holdings LLC, et al. CASE NUMBER:17-31432 (jointly administered)

Monthly Operating Report ACCRUAL BASIS-7 MONTH: July 2017 IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "YES," PROVIDE A DETAILED EXPLANATION OF EACH ITEM. ATTACH ADDITIONAL SHEETS IF NECESSARY. 3. The Debtors have receivables on account of intercompany transfers and transfer to Non-Debtor JV entities that have been made in the ordinary course of business 4. Payments have been made by Debtors in accordance with the critical vendor order(s) 5. The Court approved the DIP financing. See Docket #293 IF THE ANSWER TO ANY OF THE ABOVE QUESTIONS IS "NO," OR IF ANY POLICIES HAVE BEEN CANCELLED OR NOT RENEWED DURING THIS REPORTING PERIOD, PROVIDE AN EXPLANATION BELOW. ATTACH ADDITIONAL SHEETS IF NECESSARY. Refer to Insurance Order Docket #13 INSTALLMENT PAYMENTS TYPE OF POLICY CARRIER PERIOD COVERED PAYMENT AMOUNT & FREQUENCY Refer to Insurance Order Docket # 13 INSURANCE YES NO 1.ARE WORKER'S COMPENSATION, GENERAL LIABILITY AND OTHER NECESSARY INSURANCE COVERAGES IN EFFECT? X 2.ARE ALL PREMIUM PAYMENTS PAID CURRENT? X 3.PLEASE ITEMIZE POLICIES BELOW. QUESTIONNAIRE YES NO 1.HAVE ANY ASSETS BEEN SOLD OR TRANSFERRED OUTSIDE THE NORMAL COURSE OF BUSINESS THIS REPORTING PERIOD? X 2.HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT? X 3.ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES, OR LOANS) DUE FROM RELATED PARTIES? X 4.HAVE ANY PAYMENTS BEEN MADE ON PREPETITION LIABILITIES THIS REPORTING PERIOD? X 5.HAVE ANY POSTPETITION LOANS BEEN RECEIVED BY THE DEBTOR FROM ANY PARTY? X 6.ARE ANY POSTPETITION PAYROLL TAXES PAST DUE? X 7.ARE ANY POSTPETITION STATE OR FEDERAL INCOME TAXES PAST DUE? X 8.ARE ANY POSTPETITION REAL ESTATE TAXES PAST DUE? X 9.ARE ANY OTHER POSTPETITION TAXES PAST DUE? X 10. ARE ANY AMOUNTS OWED TO POSTPETITION CREDITORS DELINQUENT? X 11. HAVE ANY PREPETITION TAXES BEEN PAID DURING THE REPORTING PERIOD? X 12. ARE ANY WAGE PAYMENTS PAST DUE? X CASE NAME:ADPT DFW Holdings LLC, et al. CASE NUMBER:17-31432 (jointly administered)