ASSETS

CURRENT ASSETS:

 Cash

 Trade accounts receivable, net

 Other receivables

 Inventory

 Prepaid expenses and other current assets

           Total current assets

PROPERTY AND EQUIPMENT — Net

INTANGIBLE ASSETS

GOODWILL

NOTE RECEIVABLE

INVESTMENT IN ASSOCIATE

OTHER LONG -TERM ASSETS

TOTAL ASSETS

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

 Trade accounts payable

 Accrued liabilities

 Current portion of long-term debt

 Short-term portion of capital leases

 Other current liabilities

           Total current liabilities

LONG-TERM PORTION OF CAPITAL LEASES

LONG-TERM DEBT, NET OF CURRENT PORTION

OTHER LONG-TERM LIABILITIES

           Total liabilities

SHAREHOLDERS’ EQUITY:

 Common stock

 Additional paid in capital

 Accumulated deficit

 Accumulated other comprehensive income

           Total shareholders’ equity attributable to Nobilis Health Corp.

NON-CONTROLLING INTERESTS

           Total shareholders' equity

TOTAL LIABILITIES AND EQUITY

REVENUE

 Net patient service revenue

 Contracted marketing revenue

 Factoring revenue

     Total revenue

COST OF REVENUE

GROSS PROFIT

GENERAL AND ADMINISTRATIVE EXPENSES

INCOME (LOSS) FROM OPERATIONS

OTHER EXPENSE (INCOME):

 Interest expense

 Impairment of related party receivable

 Other income, net

   Total other expense

NET INCOME (LOSS) BEFORE INCOME TAXES

 AND NONCONTROLLING INTERESTS

INCOME TAX

NET INCOME BEFORE NONCONTROLLING INTERESTS

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

NET INCOME (LOSS) ATTRIBUTABLE TO NOBILIS HEALTH

NET INCOME PER BASIC COMMON SHARE

NET INCOME PER FULLY DILUTED COMMON SHARE

WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC)

WEIGHTED AVERAGE SHARES OUTSTANDING (FULLY DILUTED)

REVENUE

Net patient service revenue

Contracted marketing revenue

Factoring revenue

   Total revenue

COST OF REVENUE

GROSS PROFIT

GENERAL AND ADMINISTRATIVE EXPENSES

INCOME (LOSS) FROM OPERATIONS

OTHER EXPENSE (INCOME):

 Interest expense

 Other (income) expense, net

   Total other expense

NET INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS

INCOME TAX

NET INCOME (LOSS) BEFORE NONCONTROLLING INTERESTS

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

NET LOSS ATTRIBUTABLE TO NOBILIS HEALTH

NET LOSS PER BASIC COMMON SHARE

NET LOSS PER FULLY DILUTED COMMON SHARE

WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC)

WEIGHTED AVERAGE SHARES OUTSTANDING (FULLY DILUTED)

Adjustments represent the allocation of the purchase price consideration reflecting the estimated fair value of the net assets acquired on April 24, 2015.

Cash paid at April 24, 2015 as part of the purchase price of Victory.

Debt assumed from Victory's parent at April 24, 2015 as part of the purchase price of Victory.  Inter-company debt is eliminated in consolidation..

To increase the carrying value of Victory's net property and equipment to its fair value, as was determined by an independent third party valuation expert.

Equity balances of Victory are eliminated.

Non-controlling interest was deemed to have a fair market value of $0. Prior to the acquisition, partnership equity was at a net deficit position. As such, the pro forma balance sheet includes no adjustments to non-controlling interest.

For the periods ended December 31, 2014 and March 31, 2015, Victory incurred expenses of $4.1 million and $0.3 million, respectively, for fees paid to their parent company for various management services pertaining to hospital operations. In conjunction with the acquisition, Victory entered into a Management Services Agreement ("MSA") with the Company to provide these same management services. Monthly MSA fees are determined based on a fixed percentage of cash collections. The management fee expenses and revenues are eliminated through consolidation with a remaining impact to non-controlling interest for the 45% of the entity which is not owned by Nobilis. The pre-existing management fees have been adjusted out of the pro forma and replaced with the monthly MSA fees. Incremental modifications have been made to the non-controlling interest balance of $1.1 million and $0.1 million for the periods ended December 31, 2014 and March 31, 2015, respectively, which were included as part of the non-controlling interest adjustment performed in note (i), as seen below.

To record additional depreciation expense as a result of the increase in property and equipment arising from the fair value adjustment described in note (d), as seen above.

To reflect non-controlling interest of the 45% minority ownership. This balance has been separately calculated and adjusted for each of the periods ended December 31, 2014 and March 31, 2015.

This represents pre-acquisition revenue which the Company generated through their business relationship with Victory. Subsequent to the acquisition, such revenue is considered an inter-company transaction which is eliminated through consolidation and thus, has been adjusted out of the pro forma.