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Natchez Regional Medical Center v. Quorum Health Resources, LLC
Citations: 879 F. Supp. 2d 556; 2012 U.S. Dist. LEXIS 99479; 2012 WL 2931190Docket: Civil Action No. 5:09-cv-207-DCB-JMR
Court: District Court, S.D. Mississippi; July 18, 2012; Federal District Court
The Court is reviewing multiple motions, including Defendants’ Motion for Summary Judgment and several motions in limine from both parties concerning expert witness testimonies. The case centers on the alleged mismanagement of Natchez Regional Medical Center (NRMC), a not-for-profit hospital owned by Adams County, Mississippi, intended to provide healthcare services in the Miss-Lou Region. The hospital is overseen by a seven-member Board of Trustees appointed by the Adams County Board of Supervisors, responsible for the hospital's maintenance and operation. Quorum Health Resources, LLC, a management services company, was contracted by NRMC to oversee its management, installing key personnel like the CEO and CFO. Jeffrey Wesselman served as CFO from September 2005 to April 2006 and then as CEO until March 2008, while Michael Anderson was CFO from April 2006 to February 2008. NRMC first engaged Quorum in 1992, renewing the management agreement in 1999, which included provisions for staffing, budgeting, and operational oversight. The Board's dissatisfaction with Quorum's performance led to the termination of the management contract in 2008, with specifics regarding the reasons for dissatisfaction to be detailed later. The Board replaced Quorum with Healthcare Management Partners, LLC (HMP), which purportedly revealed that Quorum had mismanaged the hospital since 2001. On December 9, 2009, NRMC filed a 53-page Complaint in federal court, asserting nine causes of action, including breach of contract and corporate waste, under the court's jurisdiction due to diversity of citizenship and an amount exceeding $75,000. The court denied the Defendants’ Motion to Dismiss on August 20, 2010, and the Defendants are now seeking summary judgment under Federal Rule of Civil Procedure 56. The case, initially set for July, has also prompted motions to exclude evidence and motions in limine, with a Daubert hearing conducted on June 20, 2012, regarding the exculpatory clause in the Agreement's amendments. The court will rule on the summary judgment and motions to exclude but will postpone decisions on the motions in limine. Summary judgment is appropriate when the movant shows no genuine dispute over material facts, with the burden shifting to the non-moving party to demonstrate the impropriety of summary judgment. The non-moving party must provide sufficient evidence to establish essential elements of their case, rather than merely indicating doubt about material facts. The Limitation of Liability Clause in the Management Agreement is at the center of a dispute regarding whether it prevents NRMC from recovering the majority of the damages it seeks. This clause states that, to the extent allowed by Mississippi law, Quorum and its affiliates are not liable to NRMC for specific types of damages, including indirect, consequential, or punitive damages, even if they were aware of the potential for such damages. Mississippi jurisprudence traditionally views liability limitation clauses with skepticism, but recent rulings from the Mississippi Supreme Court have indicated a more permissive stance, favoring parties' rights to contract freely. The court emphasizes that such clauses must be expressed in clear language and are subject to close scrutiny to ensure they are fairly negotiated and understood by both parties. The Defendants assert that the clause was negotiated fairly between parties with equal bargaining power. In contrast, NRMC argues that the clause's negotiation was flawed because Quorum was aware of legal opinions suggesting the clause violated public policy. Notably, NRMC's attorney had researched the enforceability of similar clauses and had informed both parties that the clause might be unenforceable under Mississippi law prior to its signing. NRMC agreed to include a liability limitation clause provided that Quorum added the phrase "to the extent permitted by Mississippi law." This phrase is derived from Mississippi Attorney General Opinions, which clarify that its inclusion does not affect the State's liability but serves to inform contractors of the State’s limitations on authority, potentially protecting state employees from personal liability. NRMC suggests that this inclusion notified Quorum of its limitations. The excerpt references the case Tumbough v. Ladner, where a scuba diver’s waiver of liability was deemed unenforceable because it was not fairly negotiated. The Mississippi Supreme Court's decision did not consider the diver's prior knowledge of the clause's unenforceability. The court in the current matter finds the parties' understanding of the law is irrelevant to whether the clause was negotiated fairly. Both parties discussed their differing legal views and agreed on the clause's language, indicating they were on equal footing during negotiations. The core issue revolves around the impact of Mississippi public policy on the limitation of liability clause, with NRMC's challenge rooted in various Attorney General Opinions regarding public entities executing such clauses in contracts with private entities. Mississippi AG Opinions assert that public entities in Mississippi cannot limit a private party’s liability to the state or its municipalities, but these opinions are not binding legal authority. Notably, the most relevant statute allows the executive director of the Mississippi Department of Information Technology Services to negotiate limitation of liability provisions, suggesting that such clauses may not inherently violate public policy. The enforceability of exculpatory clauses has been addressed by Mississippi courts, with only a few cases explicitly invalidating such clauses on public policy grounds. Key cases include: - **Turnbough**: Invalidated a waiver for harms during a diving class. - **Quinn**: Overturned a blanket waiver of liability for injuries at a baseball camp. - **Cappaert**: Voided a clause relieving a landlord of maintenance duties. - **Smith**: Upheld a commercial lease that exonerated a property holder from liability. The Mississippi courts have indicated that exculpatory contracts should not be invalidated on public policy grounds unless they contravene constitutional or statutory provisions or relevant court decisions. In cases of conflicting limitation of liability clauses, the Mississippi Supreme Court considers the potential impact on the public and whether the agreement allows one party to fulfill common law duties. Overall, a general rule is that exculpatory clauses are valid unless there is a specific legal prohibition against them. In Cappaert v. Junker, the Mississippi Supreme Court invalidated a hold-harmless provision in a residential lease, determining that it violated public policy. The court emphasized that the clause not only immunized the landlord from liability but also relieved him of the common-law duty to maintain common areas, thus undermining established tort liability in landlord-tenant relationships. The court referenced a previous case, arguing that such exculpatory clauses cannot be considered merely private matters, as they could endanger the public by absolving landlords of negligence responsibilities. Conversely, in Kroger Co. v. Chimneyville Properties, Ltd., a federal district court upheld a liability limitation clause in a commercial lease that shifted the landlord’s liability for damages to the lessee. The court noted that this arrangement incentivized the lessee to ensure safety on the premises, unlike in Cappaert, where no party was responsible for maintenance. The commercial lease also required the lessee to maintain insurance, ensuring that injured parties would not go uncompensated. The court faces the challenge of applying this analysis to public agencies, which operate on behalf of the public. The Attorney General's Office contends that all exculpatory contracts by the state or municipalities should be deemed unenforceable due to their public interest implications. However, the court refrains from adopting such a broad principle, recognizing that there may be public benefits to exculpatory clauses, such as financial discounts or access to services that would otherwise be unavailable. The critical issue is whether the clause in question should be deemed void based on public policy. The Mississippi Supreme Court has recognized that providing healthcare services is a vital governmental function, as established in City of Leland v. Leach. In Ferguson v. Watkins, the court determined that the operation of a publicly funded hospital is a matter of legitimate public interest, particularly in decisions affecting hospital administration. The Defendants argue that the Management Agreement pertains solely to private interests between business partners; however, this view is incomplete. The obligations imposed on Quorum by the Management Agreement are integral to NRMC’s ability to deliver essential healthcare services to the community, making Quorum's role a matter of public concern. The Agreement outlines Quorum's responsibilities, including implementing board policies and managing critical operations such as budgeting and staffing. Although the Board retains ultimate policy responsibility, it relies on Quorum for daily operations. The potential for financial irresponsibility arises if CEOs or CFOs are insulated from liability for negligent actions, potentially leading to poor financial decisions that could jeopardize the hospital's operations. Evidence presented at a hearing indicated that under the Defendants’ management, NRMC engaged in financially unsound actions that could harm public resources and ultimately threaten the availability of necessary healthcare services. The community's access to quality healthcare is critical, and taxpayers have a vested interest in the proper management of public hospitals. NRMC and expert Scott Phillips highlight severe deficiencies in a Quorum-managed hospital, including significant water leaks, unsafe parking conditions, and inadequate maintenance of facilities. Specific issues cited include: - A leaking roof necessitating garbage cans in hallways during rain. - A damaged parking lot unsafe for patients using assistive devices. - Poor exterior maintenance leading to operational shutdowns after storms. - Outdated patient furnishings, with mattresses in disrepair. - Half of the fifth-floor patient rooms closed due to non-functional nurse call systems. - Non-operational air conditioning units in many patient rooms. - Worn and dirty carpeting in medical surgical units despite overstaffing. - Lack of regular maintenance for floors and walls in patient rooms. The determination of the truth of these allegations is reserved for fact-finders. Legally, the principle at stake is that the court must consider the implications of allowing exculpatory clauses that could undermine responsibilities related to public health and safety. Validating such clauses would discourage diligent management of hospital operations and shift undue risks to the public, which Mississippi courts generally reject. Consequently, the court deems the exculpatory clause in the Management Agreement unenforceable under Mississippi law. The limitation of liability clause in question aims to restrict NRMC's recovery of certain types of damages, specifically excluding 'indirect, consequential, incidental, exemplary, special, or punitive damages,' while direct damages are not excluded. NRMC asserts that some 'lost profits' it claims are direct damages, a point that remains inadequately briefed by the parties. Defendants counter that the only recoverable direct damages are fees paid to Quorum under the agreement. The Court expresses skepticism regarding the waiver of punitive damages, as Mississippi law requires proof of actual malice or gross negligence for such damages to be recoverable. This is supported by the Restatement (Second) of Contracts, which indicates that waivers for tort liability in cases of intentional or reckless harm are unenforceable for public policy reasons. Should the limitation of liability clause be upheld, the question of waiving punitive damages would arise since NRMC seeks these damages in relation to some claims. Additionally, the Defendants argue that NRMC’s claims related to conduct before February 12, 2006, should be barred. They present three justifications: first, the Complaint centers on events just prior to September 30, 2006; second, all claims are subject to a three-year statute of limitations; and third, NRMC waived actions regarding Quorum’s pre-2005 conduct, as the Board was aware of the hospital's financial issues but did not terminate the Management Agreement. The Court will evaluate these arguments. Furthermore, NRMC supports its damages claim with a report from expert Scott Phillips, who states that damages date back to the fiscal year starting October 1, 2001. The Defendants argue that the Complaint predominantly addresses events from 2006 to 2007, while NRMC maintains that it has adequately pled facts under the federal notice-pleading standard to support the damages detailed in Phillips's report. Federal Rule of Civil Procedure 8 allows a plaintiff to present a claim with a "short and plain statement" without needing to detail every fact or event necessary for a favorable judgment. The purpose is to provide the defendant with fair notice of the claims and their basis. In this case, the Complaint includes allegations concerning events from 2006 and 2007, but it also references earlier conduct, such as Quorum's 2005 review revealing management issues and claims of understaffing and underbilling dating back to 2001 and 2003. The court determines these allegations sufficiently inform the defendants that the damages sought are not limited to events post-2006. The defendants argue that NRMC's claims are constrained by Mississippi’s three-year statute of limitations for various torts and breaches, as established in case law. They attempt to present a constitutional argument, referencing a previous court order that rejected the idea that the statute could run against municipal entities. They cite the Mississippi Supreme Court's ruling in University of Mississippi Medical Center v. Robinson, asserting a vested right in the statute of limitations once the period has lapsed. However, the court finds no merit in this claim, citing the Mississippi Constitution, which states that statutes of limitations do not apply to the state or its subdivisions, affirming that municipal hospitals like NRMC benefit from this protection. Consequently, the statute of limitations did not run in favor of the defendants, and thus, they have no vested right to a limitations defense. The Court rejects the Defendants' request to declare Miss.Code Ann. § 15-1-49 unconstitutional, asserting it does not deprive them of a vested right without due process. It determines that Mississippi’s three-year statute of limitations does not apply to NRMC for actions occurring before February 12, 2006. Even if it were applicable, the Defendants would still not qualify for summary judgment. The Court cites Mississippi’s discovery rule, which states that the statute of limitations begins only when a plaintiff discovers or should have discovered the alleged misconduct. The Defendants' argument that NRMC's awareness of its financial issues indicates knowledge of misconduct is dismissed, as the statute would begin running only upon discovery of the misconduct tied to the Defendants' actions. There exists a significant factual dispute regarding when NRMC gained such knowledge, making it a material issue for trial. Regarding the Defendants' waiver argument, they claim NRMC waived any potential claims by renewing the Management Agreement from 2002 to 2005, despite knowing about the hospital's financial deterioration. An independent audit on January 17, 2006, revealed substantial financial losses, yet the Board chose to continue operations as usual with Quorum. The Court highlights that waiver requires clear evidence of an intentional and voluntary surrender of a right. It finds insufficient evidence that NRMC was aware of the Defendants' misconduct and concludes that the Board’s awareness of financial issues does not imply knowledge of wrongdoing by the Defendants, particularly since they claimed external factors contributed to the financial decline. Thus, the Court denies the motion for summary judgment on this waiver argument. Defendants argue they owe no fiduciary duty to NRMC, seeking summary judgment on this claim. This argument was previously rejected by the Court in a prior order, which determined that no new evidence has been presented by the Defendants to alter that conclusion. NRMC contends that the Defendants merely reiterate earlier arguments without introducing new facts. The Court supports NRMC's position, noting that Defendants rely solely on their interpretation of the Management Agreement without new evidence. The Court also acknowledges that despite the Board's authority over NRMC, Wesselman and Anderson, as CFO and CEO, held significant control, contributing to the existence of a fiduciary relationship. Regarding claims of fraud and negligent misrepresentation, the Defendants assert that NRMC cannot demonstrate essential elements of fraud, including knowledge of false financial statements and intent to mislead the Board. They also claim NRMC cannot show reliance on any alleged misrepresentations. In response, NRMC argues there is direct evidence indicating the Board did rely on the Defendants' statements, as well as circumstantial evidence suggesting the Defendants were aware of the falsity of their claims. The Court finds sufficient evidence to establish a genuine issue of material fact concerning the Board's reliance on the Defendants’ statements. Some Board members expressed doubts about the accuracy of the financial information and their trust in Anderson, but there is no evidence that they were aware or should have been aware of any misrepresentations by the Defendants. Consequently, the Court denies the Defendants’ Motion regarding NRMC’s negligent misrepresentation claim. The issue of whether circumstantial evidence indicates the Defendants' awareness of the falsity of their statements, intended to mislead the Board, remains. NRMC claims both direct and circumstantial evidence exists but fails to specify its location in the record. However, the Court acknowledges Scott Phillips' recent testimony suggesting that Quorum knowingly overstated net patient accounts receivable due to a lack of evidence supporting those values. Given existing circumstantial evidence, summary judgment on NRMC’s fraud claim is denied. Regarding NRMC's aiding and abetting claim against Quorum, the Defendants argue that Quorum cannot aid and abet itself since Anderson and Wesselman were its employees. NRMC counters that this argument misapplies the principle that an agent's actions are those of the corporation. NRMC asserts that Quorum had fiduciary duties to NRMC through its employment of Wesselman and Anderson, claiming liability under respondeat superior. To support its aiding and abetting claim, NRMC contends that Wesselman and Anderson may have acted for personal profit, diverging from Quorum’s interests, referencing instances from the record that illustrate this potential conflict. The Court determines that granting summary judgment for the Defendants is premature, as their motion relies solely on a legal argument. NRMC’s position is deemed theoretically persuasive, particularly regarding the actions of Wesselman and Anderson, who may have interests conflicting with Quorum. However, the Court acknowledges that if evidence shows Wesselman and Anderson acted on behalf of Quorum, liability would shift to Quorum under respondeat superior, resulting in a judgment favoring Quorum against NRMC’s aiding and abetting fraud claim. In Count Eight, NRMC seeks to recover payments made to Quorum under Mississippi’s Uniform Fraudulent Transfer Act (UFTA), but the Defendants argue NRMC misapplies the statute. They contend that NRMC’s argument is flawed to the point of suggesting NRMC would need to sue itself as a debtor to recover as a creditor. The Court finds no legal basis supporting NRMC's claim that its status as a Chapter 9 Bankruptcy debtor allows it to pursue Quorum as a creditor under the UFTA. Consequently, NRMC's UFTA claim against Quorum is dismissed with prejudice. In Count Nine, concerning the independent tort of corporate waste, the Defendants assert that Mississippi courts do not recognize this tort as a standalone claim. Although two cases from other jurisdictions acknowledge the concept, NRMC fails to present sufficient factual allegations to support a claim for corporate waste. One court questioned the distinction between a claim for corporate waste and a breach of fiduciary duty, as noted in *In re Amcast Indus. Corp.*, while no Mississippi court has confirmed the existence of a stand-alone tort claim for corporate waste. In *Worldwide Forest Products, Inc. v. Winston Holding Co.*, a corporate waste claim was not recognized as separate from a breach of duty claim. In Delaware, a stand-alone corporate waste claim requires proof that corporate assets were exchanged for consideration so disproportionately small that no reasonable person would agree to the transaction. The court found NRMC failed to substantiate its corporate waste claim by not demonstrating how the defendants exchanged assets for insufficient consideration, resulting in the dismissal of their claim with prejudice. The court then addressed three pending motions to exclude expert testimony, with particular focus on Scott Phillips, whose testimony is vital for NRMC’s case and damage calculations. A Daubert hearing was held to assess Phillips' qualifications and methodology for calculating damages, specifically related to lost profits. The court preliminarily concluded that Phillips would be permitted to testify. Phillips, with extensive experience in accounting and healthcare, previously served as NRMC's Chief Restructuring Officer and was instrumental in the hospital's bankruptcy decision. He is the primary expert for NRMC regarding alleged mismanagement by the defendants and their fraudulent accounting practices. Phillips does not possess an active CPA license, but the Defendants challenge his testimony on three grounds: his accounting knowledge, his damage calculation methodology, and his legal or factual conclusions. Under Daubert standards, trial courts serve as gatekeepers for the admission of expert testimony, assessing reliability based on the circumstances of each case. The Court must determine if the expert applies the same intellectual rigor typical in the field. In his Rule 26 report, Phillips asserts that the hospital was mismanaged under Quorum's leadership, citing specific errors in financial statements provided to the NRMC Board, including claims that Defendants Wesselman and Anderson caused the misrepresentation of net patient accounts receivable. The Defendants argue against Phillips's statements, claiming his lack of a CPA license and certification as a "forensic accountant" undermine his credibility. However, the Court finds this argument flawed, emphasizing that Daubert requires reliability rather than certification and that expertise can derive from experience. Federal Rule of Evidence 702 mandates specialized knowledge without necessitating certification. The Court focused on Phillips's general accounting knowledge, concluding he possesses the professional and personal experience necessary to provide reliable opinions on hospital administration and finance. Phillips highlighted his distinguished accounting background, explaining how it supports his expertise, particularly in relation to a hospital CEO's responsibilities regarding audits and adherence to accounting principles. Phillips, due to his accounting expertise, is permitted to testify about the hospital’s financial situation and assess whether NRMC’s financial statements align with generally accepted accounting principles. The Defendants challenge the reliability of Phillips’s damage calculations based on the Daubert standard. Under Mississippi law, specifically referencing Benchmark Health Care Center, Inc. v. Cain, a party can recover lost future profits in breach of contract cases if such profits are proven with reasonable certainty, avoiding mere speculation. While the extent of damages may be uncertain, recovery is still possible if the nature of the damages is certain. The Mississippi Supreme Court emphasizes that uncertainty regarding the amount does not bar recovery if it is reasonably certain that damages occurred and adequate evidence is presented to estimate those damages. In this context, the dispute pertains to the methodology used by Phillips rather than the existence of damages themselves; the Defendants acknowledge that NRMC could have incurred lost profits but argue that Phillips's valuation is speculative. The analysis of Phillips’s methodology reveals that no specific method is mandated by Mississippi law for determining reasonably certain damages. However, the Fifth Circuit has identified two general methods for proving lost profits: the before-and-after approach, which compares past and post-incident profitability, and the yardstick approach, which compares the business to similar entities. Mississippi law supports the before-and-after approach for determining lost profits, as established in Warren v. Derivaux, but does not explicitly endorse the yardstick approach. However, this approach is not prohibited as long as damages can be proven with reasonable certainty. The yardstick method is applicable when a business lacks a historical financial record, as seen in G.M. Brod. Co. Inc. v. U.S. Home Corp. Scott Phillips, an expert witness, used it to assess NRMC’s damages by comparing its profitability to that of Natchez Community Hospital, despite lacking reliable pre-2001 financial records. He justified this comparison by stating that both hospitals offered similar services and could charge comparable rates, although this claim is disputed. He argued that NRMC’s involvement in the Mississippi Public Employee Retirement System did not affect profitability and that differences between not-for-profit and for-profit hospitals should not impact net income. Although there are concerns about the suitability of Natchez Community Hospital as a comparable, the court permits Phillips to clarify the similarities and differences between the hospitals. The determination of appropriate damages will be left to the fact-finder after expert testimonies are presented. Additionally, the Defendants challenge certain opinions from Phillips as conclusory, specifically criticizing his assertion regarding the management failures of Defendants Wesselman and Anderson as lacking analytical rigor and being overly broad. Defendants are advised that if they dispute Scott Phillips's conclusions, they should challenge his methodology through their own expert witnesses, as outlined in Daubert v. Merrell Dow Pharmaceuticals. They can utilize cross-examination, contrary evidence, and clarify the burden of proof to address admissible yet potentially weak evidence. The Court recognizes Phillips as a qualified expert, capable of providing opinions based on factual data, which inherently involve retrospective conclusions. In a related motion, NRMC seeks to exclude J.W. Tillet's testimony, arguing that he improperly questions Phillips's qualifications and presents unsupported testimony regarding an accounting entry. The Court determined that while Tillet cannot claim Phillips is unqualified due to his lack of an active CPA license, he may critique Phillips's financial interpretations, provided he focuses on the substance of Phillips’s testimony. Regarding the disputed accounting entry from July 2007, which Tillet links to an unproduced letter from the State of Mississippi, the Court will permit Tillet to testify only if the letter is authenticated at trial. Lastly, NRMC's motion to exclude John Czarnetzky’s testimony about the implications of bankruptcy is also addressed. The Court finds that Czarnetzky’s insights may be relevant, given that NRMC's bankruptcy decisions are likely to be examined during the trial. The relevance of this testimony may diminish as the trial progresses. Bankruptcy may be relevant to NRMC’s and the Defendants’ case, and it would be inappropriate to exclude Czarnetzky's testimony, as he is qualified to aid in understanding the evidence per Fed. R. Evid. 702(a). The Court will defer its ruling on related motions until the relevance of bankruptcy is fully evaluated at trial. The Court’s order grants in part and denies in part the Defendants’ Motion for Summary Judgment, dismissing the Plaintiffs' Fraudulent Transfer Act claim and Corporate Waste claim with prejudice. The Defendants’ Motion to Exclude is denied, while the Plaintiffs' Motion to Exclude portions of J.W. Tillett’s Expert Report is granted in part, allowing Tillett to testify as instructed. The Plaintiffs' Motion to Exclude Expert Witness John Czarnetzky’s testimony is held in abeyance for reconsideration at trial. NRMC's service area includes counties in Mississippi and Concordia Parish in Louisiana. The excerpt also discusses the validity of exculpatory clauses in contracts, noting that contracts limiting liability for negligent acts are generally unenforceable due to public interest, as indicated by state Attorney General opinions. Additionally, it addresses the statute of limitations, stating that claims are barred before February 12, 2006, the date NRMC filed for bankruptcy, which tolled the limitations period. Finally, the Mississippi Supreme Court has recognized that providing for public health is a significant governmental function, countering Defendants' arguments regarding NRMC's entitlement to protections under Miss. Code Ann. § 15-1-51. Defendants' distinction of their argument from Murphree v. Aberdeen-Monroe Cnty. Hosp. is unpersuasive, particularly regarding their claim that Quorum had less control over hospital operations than Wesselman and Anderson, which they argue negates a fiduciary relationship with NRMC. The Court notes that other factors support the existence of such a relationship, as Quorum acted for its own and the hospital's benefit, shared common interests with NRMC, and established trust. Quorum's agreement to act as NRMC's agent further solidifies the fiduciary duties. Additionally, Quorum does not contest the recognition of an independent tort for aiding and abetting fraud by the Mississippi Supreme Court. The Defendants argue that the overlap between Phillips's company and NRMC's lawsuit presents bias, but this issue should be addressed through cross-examination rather than exclusion. The Court emphasizes its role in determining witness qualifications and the relevance of opinions, not personal bias. Furthermore, the Defendants maintain that lost profits are consequential damages barred by a limitation of liability clause. Phillips's damage calculations utilize two methodologies: Lost Profit Opportunity and Lost Revenue and Excess Cost, both employing a comparative yardstick approach based on Natchez Community, with the Lost Profits Methodology analyzing profit margins and the Lost Revenue and Excess Cost Methodology examining revenue on a per-bed basis and other factors.