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ARA Investor Presentation Q1 2020
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ARA Investor Presentation Q1 2020 - American Renalir.americanrenal.com/.../ara-ir-presentation-q1-2020.pdf · Q1 2020. 2 Disclaimers ... (“ESRD”) program that could affect reimbursement

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Page 1: ARA Investor Presentation Q1 2020 - American Renalir.americanrenal.com/.../ara-ir-presentation-q1-2020.pdf · Q1 2020. 2 Disclaimers ... (“ESRD”) program that could affect reimbursement

ARA Investor PresentationQ1 2020

Page 2: ARA Investor Presentation Q1 2020 - American Renalir.americanrenal.com/.../ara-ir-presentation-q1-2020.pdf · Q1 2020. 2 Disclaimers ... (“ESRD”) program that could affect reimbursement

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Disclaimers

Forward-Looking Statements

Statements in this press release that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our outlook for Adjusted EBITDA-NCI, are based upon currently available information, operating plans and projections about future events and trends. Terminology such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “forecast,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “target” or “will” or variations of such words or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such terms.

Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements. Such risks and uncertainties include, among others, the effect of the ongoing COVID-19 pandemic and responses thereto; the effect of the restatement of our previously issued financial results and related matters; our ability to remediate material weaknesses in our internal controls over financial reporting; continuing decline in the number of patients with commercial insurance, including as a result of changes to the healthcare exchanges or changes in regulations or enforcement of regulations regarding the healthcare exchanges and challenges from commercial payors or any regulatory or other changes leading to changes in the ability of patients with commercial insurance coverage to receive charitable premium support; decline in commercial payor reimbursement rates, including with respect to Medicare Advantage plans; the ultimate resolution of the Centers for Medicare and Medicaid Services Interim Final Rule published December 14, 2016 related to dialysis facilities Conditions for Coverage (CMS 3337-IFC), including an issuance of a different but related Final Rule; reduction of government-based payor reimbursement rates or insufficient rate increases or adjustments that do not cover all of our operating costs; our ability to successfully develop de novo clinics, acquire existing clinics and attract new nephrologist partners; our ability to compete effectively in the dialysis services industry; the performance of our joint venture subsidiaries and their ability to make distributions to us; changes to the Medicare end-stage renal disease (“ESRD”) program that could affect reimbursement rates and evaluation criteria, as well as changes in Medicaid or other non-Medicare government programs or payment rates, including the ESRD prospective payment rate system final rule for 2020 issued October 31, 2019; federal or state healthcare laws that could adversely affect us; our ability to comply with all of the complex federal, state and local government regulations that apply to our business, including those in connection with federal and state anti-kickback laws and state laws prohibiting the corporate practice of medicine or fee-splitting; heightened federal and state investigations and enforcement efforts; the impact of the SEC investigation; changes in the availability and cost of erythropoietin-stimulating agents and other pharmaceuticals used in our business; changes in the reimbursement rates of the calcimimetics pharmaceutical class reimbursed under the Medicare Transitional Drug Add-on Payment Adjustment; development of new technologies or government regulation that could decrease the need for dialysis services or decrease our in-center patient population; our ability to timely and accurately bill for our services and meet payor billing requirements; claims and losses relating to malpractice, professional liability and other matters; the sufficiency of our insurance coverage for those claims and rising insurances costs, and negative publicity or reputational damage arising from such matters; loss of any members of our senior management; damage to our reputation or our brand and our ability to maintain brand recognition; our ability to maintain relationships with our medical directors and renew our medical director agreements; shortages of qualified skilled clinical personnel, or higher than normal turnover rates; competition and consolidation in the dialysis services industry; deterioration in economic conditions, particularly in states where we operate a large number of clinics, or disruptions in the financial markets or the effects of natural or other disasters, public health crises or adverse weather events; the participation of our physician partners in material strategic and operating decisions and our ability to favorably resolve any disputes; our ability to honor obligations under the joint venture operating agreements with our physician partners were they to exercise certain put rights and other rights; unauthorized disclosure of personally identifiable, protected health or other sensitive or confidential information; our ability to meet our obligations and comply with restrictions under our substantial level of indebtedness; and the ability of our principal stockholder, whose interests may conflict with yours, to strongly influence or effectively control our corporate decisions.

For additional information and other factors that could cause ARA’s actual results to materially differ from those set forth herein, please see ARA’s filings with the SEC. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. ARA undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

In addition to the results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) provided throughout this press release, the Company has presented the following Non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA less noncontrolling interests, Adjusted net income (loss) attributable to American Renal Associates Holdings, Inc., Adjusted cash provided by (used in) operating activities and Adjusted owned net debt, which exclude various items detailed in the attached “Reconciliation of Non-GAAP Financial Measures.”

These Non-GAAP financial measures are not intended to replace financial performance and liquidity measures determined in accordance with GAAP. Rather, they are presented as supplemental measures of the Company's performance and liquidity that management believes may enhance the evaluation of the Company's ongoing operating results. Please see “Reconciliation of Non-GAAP Financial Measures” for additional reasons why these measures are provided.

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▪ Take good care of the patients and the financial success will follow

▪ Enable the nephrologist to practice as he / she deems appropriate

▪ Provide the nephrologist the autonomy to make operational decisions

▪ Acknowledge that clinic staff members are a critical and valuable asset; do everything possible to hire and retain the best possible staff

▪ Listen to the practitioners and provide the tools needed to take excellent care of their patients

▪ The Corporate office works for our staff, our doctors and our patients

Our Core Values

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American Renal Associates at a Glance(1)

247 Clinics Serving more than 17,300 Patients

Partnerships with ~400 Local Nephrologists

Operating in 27 States and the District of Columbia

American Renal Associates Financial Profile

Net Revenue: $823 million (2019A)

Adj. EBITDA-NCI: $88 million (2019A)*

Normalized Treatment Growth: 7.3% & NAG: 5.3% (2019A)(2)

(1) As of March 31, 2020.(2) Normalized for clinic sales and treatment days. NAG represents normalized non-acquired treatment growth. *See Appendix for Definitions and Reconciliations of Non-GAAP Financial Measures.

At a Glance: Largest Dialysis Services Provider in the U.S. Focused on the Physician Partnership Model

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Joseph A. Carlucci Syed T. Kamal Don Williamson, M.D. Mark Herbers Darren Lehrich

Co-Founder, CEO and Chairman

▪ Co-founded ARA in 1999

▪ President and CEO of Optimal Renal Care

▪ VP of Administration, Fresenius Medical Care

▪ Director of U.S. Operations, Fresenius Medical Care

▪ Regional Manager, Fresenius Medical Care

▪ Facility Administrator, Fresenius Medical Care

Co-Founder, President and Director

▪ Co-founded ARA in 1999

▪ President, Southern Business Unit, Fresenius Medical Care

▪ VP of Operations, N. America, Fresenius Medical Care

▪ Director of Operations, International, Fresenius Medical Care

▪ Regional Manager, Mid-Atlantic & Southeast, Fresenius Medical Care

EVP and COO

▪ ARA Physician Partner since 2002

▪ ARA Chief Medical Officer since 2011

▪ Practicing Nephrologist for 26 years

▪ President, CEO, and Managing Partner of Nephrology Associates P.C.

▪ Co-founder, CEO, and Managing Partner of Kinetic Decision Solutions LLC

▪ Member of ESRD Advisory Council

Interim CFO

▪ Joined ARA in 2019

▪ Director, Alix Partners since 2014

▪ Managing Director FTI Consulting from 2004-2014

▪ Significant consulting, revenue cycle, reimbursement and financial leadership experience in other health care organizations

SVP, Strategy & Investor Relations

▪ Joined ARA in 2015

▪ Managing Director, Deutsche Bank

▪ Managing Director, Piper Jaffray & Co.

▪ Vice President, SunTrust Robinson Humphrey

▪ Vice President, Furman Selz

American Renal Associates' Senior Management Team

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Normalized Total Treatment Growth Normalized Non-Acquired Treatment Growth

15.4%

12.0%

8.8%

6.1%7.3% 7.2%

4.7%

2015A 2016A 2017A 2018A 2019A YTDMar

2019A

YTDMar

2020A

(1) (2) (1) (1)

(1) Normalized for clinic sales and treatment days.(2) Normalized for clinic sales, treatment days, and 2017 Hurricanes.

11.7% 11.4%

8.6%

5.0% 5.3% 5.3%4.4%

2015A 2016A 2017A 2018A 2019A YTDMar

2019A

YTDMar

2020A

(1) (2) (1) (1)

Treatment Volume Growth

(1)(1) (1)

(1)

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▪ Relationship with high quality nephrologists

▪ Well trained and compassionate clinical staff

▪ Convenient location and flexible scheduling capability

▪ Continuity of staff that enhances trust and patient interaction

▪ State of the art amenities and cleanliness of facilities

Why Patients Choose ARA Clinics

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Note: Figures may not sum due to rounding.Source: Press-Ganey In-Center Hemodialysis Consumer Assessment of Healthcare Providers and Systems (ICH-CAHPS) Priority Index Survey Data. Surveys received November 2019 - January 2020. Industry average based on n=2,792 dialysis facilities. Press-Ganey: Top Rating is a 9-10 Score, based on a scale of 0-10.

Strong Patient Satisfaction - ICH-CAHPS Survey Results

64% 66%69% 68%

64%

79%

68%72%

75%70% 68%

81%

Industry Average ARA Average

Rate Kidney Doctors Rate Dialysis CenterStaff

Rate Dialysis Center Nephrologists'Communication &

Caring

Quality of DialysisCenter Care &

Operations

Providing Informationto Patients

Press-GaneyICH-CAHPSPatientSatisfactionSurveyResults(November2019-January2020)

4%bette

r

6%bette

r6%b

etter

2%bette

r4%b

etter

2%bette

r

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LowStaffTurnoverDrives:

• OperatingEfficiency

• ClinicalOutcomes

Strong Quality Outcomes Driven By Low Staff Turnover

6.6% 6.9%7.8% 7.8% 7.8%

2015A 2016A 2017A 2018A 2019A

Strong Culture Drives Low Voluntary Dialysis Clinic Staff Turnover

Average QIP Score

63.3

64.1

Industry Average ARA

AverageforPerformanceYears2016-2018

(1) Source: QIP data from CMS

ARA out-performs industry in Medicare’s ESRD Quality Incentive Program (“QIP”), which is CMS’ largest value-based program in dialysis segment(1)

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Net Patient Service Operating Revenues Per Treatment 2019A Commercial Treatment Mix

Accelerated Contracting Efforts YTD 2020A Commercial Treatment Mix

▪ In-network treatment volume represents 84% of commercial treatments in 2020 which is up from 79% in 2019, and up from 62% in 2018

$369 $378$333 $349 $334 $324 $312

2015A 2016A 2017A 2018A 2019A YTDMar

2019A

YTDMar

2020A

12%

88%

Commercial Government

12%

88%

Commercial Government Note: Commercial treatment mix includes Veterans Affairs (VA) treatments.

Revenue per Treatment and Mix Trends

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Financial and Operational ReviewQ1 2020

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New Physician PartnersExisting Physician Partners

Partner Satisfaction

Attractive Growth

Patient Satisfaction

Brand Recognition in Nephrology Community

Clinical Autonomy

Comprehensive Clinic Management Services

Success with De Novo Clinic Openings

Note: Figures for clinic openings are January 1, 2015 through March 31, 2020.

3933

Clinics withNew PartnersSince 2015Clinics withExisting PartnersSince 2015

Total: 72 Clinics

De Novo Clinics

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5 7 3 5 9 5 11 12 7 8 12 16 17 15 16 20 15 13 7 1

2

5

5 1

3

5

2

3 3

3

6 5 11

2

2

3

1

2

1

7

12

86

1210

13 1210 11

15

22 22

26

18

22

18

14

9

1

De Novo Acquired

2000A 2001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A YTDMar

2020A

▪ ARA’s development is driven by its reputation in the Nephrology community:– Through De Novo growth in new markets– Through De Novo expansion in existing local markets– Through selectively acquiring majority ownership in other dialysis clinics

1 8 19 27 31 43 53 64 75 83 93 108 129 150 175 192 214 228 241 246 247

Cumulative Clinic Growth Since InceptionDe Novo 205Acquired 64Sold (11)Closed (1)Merged (10)

Total 247

Development Track Record

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Net Patient Service Operating Revenues Adjusted EBITDA *

Notes:$ in millions.Figures may not sum due to rounding.* See Appendix for Definitions and Reconciliations of Non-GAAP Financial Measures.

$667

$767$729

$806 $823 $824

2015A 2016A 2017A 2018A 2019A LTM Mar2020A

$121 $131$98 $90 $88 $87

$81$99

$63$51

$40 $40

$201

$229

$161

$141$128 $126

Adj EBITDA-NCI * NCI

2015A 2016A 2017A 2018A 2019A LTM Mar2020A

Historical Net Revenue and Adjusted EBITDA

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(1) Cost per treatment (CPT) includes patient care expense and G&A expense and excludes executive severance and expense related to the modification of options, other

transactions at the time of the IPO (“Modification Expense”), and gains or losses on sales. (2) Normalized for clinic sales and treatment days. (3) Normalized for clinic sales, treatment days, and 2017 Hurricanes.

Patients Operating Net Revenue & Cost per Treatment

Treatments Normalized Non-Acquired Treatment Growth

13,15114,590 15,637 16,543 17,306

2015A 2016A 2017A 2018A 2019A

$369 $378$333 $349 $334

$260 $266 $262$291 $285

RPT CPT

2015A 2016A 2017A 2018A 2019A

(1)

1,804,9102,027,423 2,191,172 2,311,037 2,460,710

2015A 2016A 2017A 2018A 2019A

11.7% 11.4%

8.6%

5.0% 5.3%

2015A 2016A 2017A 2018A 2019A(2)(3) (2)

Annual Operating Performance Trends: 2015A – 2019A

(2)

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5.3% 4.4%

1.9%0.3%

7.2%

4.7%

Normalized Non-Acquired Treatment GrowthNormalized Acquired Treatment Growth

Q1' 2019A Q1' 2020A

(1) Normalized for clinic sales and treatment days. (2) Cost per treatment (CPT) includes patient care expense and G&A expense, excludes executive severance, executive retirement, and expense related to the

modification of options, other transactions at the time of the IPO (“Modification Expense”), and gains or losses on sales. * See Appendix for Definitions and Reconciliations of Non-GAAP Financial Measures.

Normalized Treatment Growth Operating Net Revenue & Cost per Treatment

Net Revenue ($ in 000s) Adjusted EBITDA-NCI * ($ in 000s)

$324 $312$294 $287

RPT CPT

Q1' 2019A Q1' 2020A

(1) (1)

$191,762 $193,182

Q1' 2019A Q1' 2020A

$13,877 $12,922

Q1' 2019A Q1' 2020A

(2)

Quarterly Operating Performance Trends: Q1 2020A vs. Q1 2019A

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Key Points Cash Flow Statistics ($ in millions)

CashFlowfrom

Operations

DistributionstoNon-

ControllingInterests

RoutineCapital

Expenditures

▪ Restatement process impacted 2019 CFFO due to higher legal and professional fees, credit agreement amendment costs, as well as other factors.

▪ Should closely approximate NCI from the income statement over long-term.

DevelopmentCapital

Expenditures

▪ Routine capex 0.5% to 1% of net revenue (expected 2020).

▪ Development capex ~2% of net revenue (expected 2020).

$134$172

$129 $106

$39$(10) $14

2015A 2016A 2017A 2018A 2019A YTDMar

2019A

YTDMar

2020A

$79 $94 $79 $71 $63

$5 $11

2015A 2016A 2017A 2018A 2019A YTDMar

2019A

YTDMar

2020A

$11 $13$6 $12 $7 $2 $2

2015A 2016A 2017A 2018A 2019A YTDMar

2019A

YTDMar

2020A

$35 $48 $30 $33 $17 $7 $4

2015A 2016A 2017A 2018A 2019A YTDMar

2019A

YTDMar

2020A

Cash Flow

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Adjusted Owned Net Debt

Note: Numbers may not add due to rounding. .

Selected Balance Sheet Highlights

($ in millions) Adjusted Owned Net Debtas of March 31, 2020

Total ARA ARA "Owned"Cash (other than clinic-level cash) $38.6 $38.6Clinic-level cash 23.7 12.6Total Cash $62.4 $51.2Debt (other than clinic-level debt) $526.8 $526.8Clinic-level debt 102.8 55.4Unamortized debt discount and fees (11.7) (11.6)Total Debt $617.9 $570.6Adjusted Owned Net Debt (total debt - total cash) $519.4

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Appendix

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Note: Figures may not sum due to rounding.(1) See “Use of Non-GAAP Financial Measures.”(2) The three months ended September 30, 2019 excludes severance expenses.(3) The three months ended March 31, 2018 excludes a gain on sale of clinics, the three months ended March 31, 2019 excludes severance expense and a gain on sale of

clinics, the three months ended June 30, 2019 excludes severance expense, the three months ended September 30, 2019 excludes a bonus adjustment for prior years, a gain on sale of clinics, and severance expense adjustments, the three months ended December 31, 2019 excludes loss on sale of clinics, and the three months ended March 31, 2020 excludes severance, executive retirement and related costs, stock compensation, modification expense and loss on sale or closure of clinics.

AppendixHistorical Quarterly Financial and Operating Data

Summary Quarterly Financial Data: Three Months Ended2018 2019 2020

$ in millions March 31 June 30 September 30 December 31 March 31 June 30 September 30 December 31 March 31Net patient service operating revenues $ 186.3 $ 206.0 $ 205.7 $ 207.8 $ 191.8 $ 213.3 $ 211.4 $ 206.1 $ 193.2

Net income (loss) 7.2 (8.4) 12.5 11.2 (5.1) 5.1 17.0 9.1 (2.3)

Adjusted EBITDA including noncontrolling interests (1) 28.3 40.0 36.5 36.5 19.2 37.6 38.7 32.0 17.8

Less: Noncontrolling interests (11.0) (15.3) (13.2) (11.7) (5.3) (13.3) (12.3) (9.0) (4.9)

Adjusted EBITDA-NCI (2) 17.3 24.8 23.3 24.7 13.9 24.3 26.5 23.0 12.9

Summary Quarterly Operating Data: Three Months Ended2018 2019 2020

March 31 June 30 September 30 December 31 March 31 June 30 September 30 December 31 March 31Treatments 558,936 572,929 578,982 600,190 591,365 614,844 625,684 628,817 619,549

Normalized total treatment growth 6.3 % 6.3 % 6.1 % 5.6 % 7.2 % 7.9 % 7.9 % 6.0 % 4.7 %

Net patient service operating revenues per treatment: $ 333 $ 359 $ 355 $ 346 $ 324 $ 347 $ 338 $ 328 $ 312

Adjusted patient care costs per treatment (2): $ 240 $ 247 $ 252 $ 247 $ 251 $ 249 $ 247 $ 246 $ 249

Adjusted general and administrative expenses per treatment (3): $ 45 $ 46 $ 43 $ 42 $ 44 $ 39 $ 32 $ 34 $ 38

Total adjusted costs per treatment $ 285 $ 293 $ 295 $ 289 $ 294 $ 287 $ 279 $ 280 $ 287

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AppendixReconciliation of Non-GAAP Financial Measures

We use Adjusted EBITDA and Adjusted EBITDA-NCI to track our performance. “Adjusted EBITDA” is defined as net income before stock-based compensation and associated payroll taxes, depreciation, amortization and impairment, interest expense, net, income taxes and other non-income-based tax, change in fair value of income tax receivable agreement, certain legal and other matters, severance, executive retirement and related costs and gain or loss on sale or closure of clinics. “Adjusted EBITDA-NCI” is defined as Adjusted EBITDA less net income attributable to noncontrolling interests. We believe Adjusted EBITDA and Adjusted EBITDA-NCI provide information useful for evaluating our business and a further understanding of our results of operations from management’s perspective. We believe Adjusted EBITDA is helpful in highlighting trends because Adjusted EBITDA excludes certain expenses that can differ significantly from company to company depending on, among other things, long-term strategic decisions regarding capital structure and investments, and the tax jurisdictions in which companies operate, or that we believe do not reflect our core business operations. We believe Adjusted EBITDA-NCI is helpful in highlighting the amount of Adjusted EBITDA that is available to us after reflecting the interests of our joint venture partners. Adjusted EBITDA and Adjusted EBITDA-NCI are not measures of operating performance computed in accordance with GAAP and should not be considered as a substitute for operating income, net income, cash flows from operations, or other statement of operations or cash flow data prepared in conformity with GAAP, or as measures of profitability or liquidity. In addition, Adjusted EBITDA and Adjusted EBITDA-NCI may not be comparable to similarly titled measures of other companies and differ from the calculation of “Consolidated EBITDA” under our credit agreement. Adjusted EBITDA and Adjusted EBITDA-NCI may not be indicative of historical operating results, and we do not mean for these items to be predictive of future results of operations or cash flows. Adjusted EBITDA and Adjusted EBITDA-NCI have limitations as analytical tools, and they should not be considered in isolation, or as substitutes for an analysis of our results as reported under GAAP. Some of these limitations are that Adjusted EBITDA and Adjusted EBITDA-NCI: do not include stock-based compensation expense and associated payroll taxes; do not include depreciation, amortization and impairment—because construction and operation of our dialysis clinics requires significant capital expenditures, depreciation and amortization are a necessary element of our costs and our ability to generate profits; do not include interest expense—as we have borrowed money for general corporate and facility purposes, interest expense is a necessary element of our costs and ability to generate profits and cash flows; do not include income tax expense or benefits and other non-income-based taxes; do not include change in fair value of income tax receivable agreement; do not include costs related to certain legal and other matters; do not include severance, executive retirement and related costs; and do not reflect the gain or loss on sale or closure of clinics.

In addition, Adjusted EBITDA is not adjusted for the portion of earnings that we distribute to our joint venture partners.

We use Adjusted net income (loss) attributable to American Renal Associates Holdings, Inc. because it is a useful measure to evaluate our performance by excluding the impact of certain items that we believe are not related to our normal business operations and/or are a result of changes in our liabilities from period to period. See the notes to the tables below for further explanation of the exclusion of certain items. By excluding these items, we believe Adjusted net income allows us and investors to evaluate our net income on a more consistent basis. “Adjusted net income (loss) attributable to American Renal Associates Holdings, Inc.” is defined as Net income (loss) attributable to American Renal Associates Holdings, Inc. plus or minus, as applicable, certain legal and other matters costs, severance, executive retirement and related costs, loss (gain) on sale or closure of clinics, change in valuation allowance for held for sale assets, change in fair value of income tax receivable agreement, tax valuation and other tax adjustments and accounting changes in fair value of non-controlling interest puts, net of taxes. We use the Adjusted weighted average number of diluted shares to calculate Adjusted net income (loss) attributable to American Renal Associates Holdings, Inc. per share.

We use Adjusted cash provided (used) by operating activities less distributions to NCI because it is a useful measure to evaluate the cash flow that is available to the Company for investment in property, plant and equipment, debt service, growth and other general corporate purposes. “Adjusted cash provided (used) by operating activities less distributions to NCI” is defined as cash provided by operating activities less distributions to noncontrolling interests.

We use Adjusted owned net debt because we believe it is a useful metric to evaluate the Company’s share of interests in the cash on our consolidated balance sheet and the debt of the Company. “Adjusted owned net debt” is defined as debt (other than clinic-level debt) plus clinic-level debt guaranteed by our wholly owned subsidiaries less unamortized debt discounts and fees less cash (other than clinic-level cash) less the Company’s pro rata interest in clinic-level cash..

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Note: Figures may not sum due to rounding.(1) Last twelve months (“LTM”) is the period beginning April 1, 2019 through March 31, 2020.(2) Certain legal and other matters include legal fees and other expenses associated with matters that we believe do not reflect our core business operations, including, but

not limited to, our handling of, and response to the following: the United litigation and settlement; the SEC investigation and related Audit Committee review and restatement process; the securities and derivative litigation related to the foregoing; our internal review and analysis of factual and legal issues relating to the aforementioned matters; and legal fees and other expenses relating to matters that we believe do not reflect our core business operations.

AppendixQuarterly Reconciliation of Adjusted EBITDA and Adjusted EBITDA less NCI

Reconciliation of Net income Three Months EndedLTM (1) March

31, 2020Adjusted EBITDA 2018 2019 2020(Dollars in millions) March 31 June 30 September 30 December 31 March 31 June 30 September 30 December 31 March 31Net income (loss) $ 7.2 $ (8.4) $ 12.5 $ 11.2 $ (5.1) $ 5.1 $ 17.0 $ 9.1 $ (2.3) $ 29.0

Stock-based compensation and associated payroll taxes $ 1.4 $ 1.7 $ 1.3 $ 1.6 $ 1.4 $ 0.9 $ 1.0 $ 1.5 $ 2.8 $ 6.2

Depreciation and amortization $ 9.6 $ 9.8 $ 10.0 $ 10.3 $ 10.1 $ 10.3 $ 10.2 $ 13.2 $ 8.5 $ 42.2

Interest expense, net $ 7.5 $ 8.1 $ 8.2 $ 8.8 $ 8.8 $ 11.5 $ 12.2 $ 11.1 $ 11.0 $ 45.8

Income tax expense (benefit) and other non-income based tax $ (3.1) $ (2.0) $ (0.1) $ 8.6 $ 0.8 $ 0.9 $ (11.2) $ (7.6) $ (3.7) $ (21.7)

Transaction-related costs $ 0.9 $ — $ — $ — $ — $ — $ — $ — $ — $ —

Change in fair value of income tax receivable $ 1.0 $ (1.7) $ 3.5 $ (5.4) $ (1.7) $ 0.3 $ — $ 1.1 $ (1.7) $ (0.2)

Certain legal and other matters (2) $ 4.1 $ 32.5 $ 1.0 $ 1.4 $ 5.3 $ 8.4 $ 9.6 $ 2.5 $ 2.3 $ 22.8

Severance, executive retirement and related costs $ — $ — $ — $ — $ 0.2 $ 0.2 $ — $ — $ 0.5 $ 0.8

(Gain) loss on sale or closure of clinics $ (0.3) $ — $ — $ — $ (0.5) $ — $ (0.3) $ 1.1 $ 0.4 $ 1.3

Adjusted EBITDA (including noncontrolling interests) $ 28.3 $ 40.0 $ 36.5 $ 36.5 $ 19.2 $ 37.6 $ 38.7 $ 32.0 $ 17.8 $ 126.2Less: Net income attributable to noncontrolling interests $ (11.0) $ (15.3) $ (13.2) $ (11.7) $ (5.3) $ (13.3) $ (12.3) $ (9.0) $ (4.9) $ (39.5)

Adjusted EBITDA-NCI $ 17.3 $ 24.8 $ 23.3 $ 24.7 $ 13.9 $ 24.3 $ 26.5 $ 23.0 $ 12.9 $ 86.7

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Note: Figures may not sum due to rounding.(1) Last twelve months ("LTM") is the period beginning April 1, 2019 through March 31, 2020. (2) Certain legal and other matters include legal fees and other expenses associated with matters that we believe do not reflect our core business operations, including, but

not limited to, our handling of, and response to the following: the United litigation and settlement; the SEC Investigation and related Audit Committee review and restatement process; the securities and derivative litigation related to the foregoing; our internal review and analysis of factual and legal issues relating to the aforementioned matters; and legal fees and other expenses relating to matters that we believe do not reflect our core business operations.

Reconciliation of Net income (loss) to

Adjusted EBITDA Year Ended December 31,LTM (1)

March 31,(Dollars in millions) 2015 2016 2017 2018 2019 2020Net income (loss) $ 99.9 $ 101.7 $ 58.1 $ 22.5 $ 26.1 $ 29.0Stock-based compensation and associated payroll taxes 1.5 40.3 16.4 5.9 6.2 6.2Depreciation and amortization 31.8 33.9 37.6 39.8 43.8 42.2Interest expense, net 45.4 36.0 29.3 32.6 43.6 45.8Income tax expense (benefit) and other non-income based tax 19.0 2.8 9.8 3.4 (17.2) (21.7)Transaction-related costs 2.1 2.2 0.7 0.9 — —Loss on early extinguishment of debt — 4.7 0.5 — — —Change in fair value of income tax receivable — (1.3) (7.2) (2.7) (0.2) (0.2)Certain legal and other matters (1) — 6.8 15.2 39.1 25.8 22.8Executive and management severance costs — 1.7 0.9 — 0.5 0.8(Gain) loss on sale or closure of clinics — — (0.5) (0.3) 0.3 1.3Management fees 1.8 0.5 — — — —Adjusted EBITDA (including noncontrolling interests) 201.4 229.2 160.9 141.3 127.5 126.2Less: Net income attributable to noncontrolling interests (80.5) (98.5) (62.7) (51.2) (39.9) (39.5)Adjusted EBITDA-NCI $ 120.9 $ 130.7 $ 98.1 $ 90.0 $ 87.6 $ 86.7

AppendixAnnual Reconciliation of Adjusted EBITDA and Adjusted EBITDA less NCI

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Note: Figures may not sum due to rounding.(1) Changes in fair values of contractual noncontrolling interest put provisions are related to certain put rights that were accelerated as a result of the IPO.(2) Certain legal and other matters include legal fees and other expenses associated with matters that we believe do not reflect our core business operations, including, but not limited to, our

handling of, and response to the following: the United litigation and settlement; the Restatement and the related SEC investigation and Audit Committee review; the securities and derivative litigation related to the foregoing; our internal review and analysis of factual and legal issues relating to the aforementioned matters; and legal fees and other expenses relating to matters that we believe do not reflect our core business operations.

(3) Represents a decrease to the Company's established valuation allowance for certain tax items.

AppendixReconciliation of Adjusted Net Income Attributable to American Renal Associates Holdings, Inc.

Reconciliation of Net income (Loss) to Attributable to American Renal Associates Holdings, Inc. to Adjusted Net Income (Loss) Attributable to American Renal Associates Holdings, Inc.:

Three Months Ended

(dollars in thousands, except per share data) March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 March 31, 2020Net (loss) income attributable to American Renal Associates Holdings, Inc. $ (10,479) $ (8,178) 4,777 $ 90 (7,234)

Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrolling interests(1) (741) 1,025 (1,161) (7,122) (258)

Net (loss) income attributable to common shareholders $ (11,220) $ (7,153) $ 3,616 $ (7,032) $ (7,492)

Adjustments:

Certain legal and other matters(2) 5,291 8,381 9,634 2,518 2,287

Severance, executive retirement and related costs 212 243 25 — 515

(Gain) loss on sale or closure of clinics (512) — (264) 1,119 415

Bonus compensation reduction — — (808) — —

Impairment for held for sale assets — 270 675 4,225 505

Total pre-tax adjustments $ 4,991 $ 8,894 $ 9,262 $ 7,862 $ 3,722

Tax effect 1,298 2,312 2,408 2,044 968

Net taxable adjustments $ 3,693 $ 6,582 $ 6,854 $ 5,818 $ 2,754

Change in fair value of income tax receivable agreement (1,682) 304 30 1,127 (1,699)

Tax valuation allowance and other tax adjustments(3) — — — (515) (3,250)

Change in the difference between the redemption value and estimated fair value for accounting purposes of the related noncontrollling interests(1) (741) 1,025 (1,161) (7,122) (258)

Total adjustments, net $ 2,752 $ 5,861 $ 8,045 $ 13,552 $ (1,937)

Adjusted net (loss) income attributable to American Renal Associates Holdings, Inc. $ (8,468) $ (1,292) $ 11,661 $ 6,520 $ (9,429)

Basic Shares outstanding 32,187,715 32,275,807 32,281,818 32,351,067 32,459,792

Adjusted effect of dilutive stock options — — 1,336,905 1,447,887 —

Adjusted weighted average number of diluted shares used to compute adjusted net income attributable to American Renal Associates Holdings, Inc. per share 32,187,715 32,275,807 33,618,723 33,798,954 32,459,792

Adjusted net (loss) income attributable to American Renal Associates Holdings, Inc. per share $ (0.26) $ (0.04) $ 0.35 $ 0.19 $ (0.29)