Attached files
file | filename |
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8-K/A - FORM 8-K/A - VANGUARD HEALTH SYSTEMS INC | g24731e8vkza.htm |
EX-99.3 - EX-99.3 - VANGUARD HEALTH SYSTEMS INC | g24731exv99w3.htm |
EX-99.4 - EX-99.4 - VANGUARD HEALTH SYSTEMS INC | g24731exv99w4.htm |
Exhibit 99.5
VANGUARD HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Effective August 1, 2010, certain subsidiaries of Vanguard Health Systems, Inc. (Vanguard)
acquired the property, plant and equipment and certain other current assets and current liabilities
of West Suburban Medical Center and Westlake Hospital and related outpatient and ancillary
businesses (collectively the Resurrection Facilities) from affiliates of Resurrection Health Care
Corporation.
The following unaudited pro forma condensed combined financial information with respect to
Vanguard is based on the historical consolidated financial statements of Vanguard and reflects the
effects of Vanguards acquisition of the Resurrection Facilities. Set forth below are the following
unaudited pro forma condensed combined financial statements:
| The unaudited pro forma condensed combined balance sheet as of March 31, 2010, assuming the acquisition of the Resurrection Facilities occurred on March 31, 2010; | ||
| The unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2010, assuming the acquisition of the Resurrection Facilities occurred as of July 1, 2009; and | ||
| The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2009, assuming the acquisition of the Resurrection Facilities occurred as of July 1, 2008. |
The unaudited pro forma condensed combined financial information is presented for
informational purposes only, is based on certain assumptions that management believes are
reasonable and does not purport to represent Vanguards financial condition or its results of
operations had the acquisition of the Resurrection Facilities occurred on or as of the dates noted
above or to project the results for any future date or period. The unaudited pro forma condensed
combined financial information does not reflect operational changes that may be implemented by
Vanguard and could be different than final amounts recorded upon
completion of Vanguards assessment of the fair value of current assets acquired or current liabilities
assumed. However, management does not believe that adjustments
recorded as a result of the fair value assessments would have a material effect on the pro forma balance sheet or
pro forma statements of operations presented herein. In the opinion of management, all adjustments
have been made that are necessary to present fairly the unaudited pro forma condensed combined
financial information.
The unaudited pro forma condensed combined financial information should be read in conjunction
with the consolidated financial statements and unaudited condensed consolidated financial
statements and related notes of Vanguard and the information set forth in Managements Discussion
and Analysis of Financial Condition and Results of Operations included in Vanguards Annual Report
on Form 10-K for the fiscal year ended June 30, 2010 (File No. 333-71934) and Vanguards Periodic
Report on Form 10-Q for the nine months ended March 31, 2010 (File No. 333-71934) and the audited
combined financial statements and unaudited condensed combined financial statements of the
Resurrection Facilities included as exhibits in this Current Report on Form 8-K/A.
VANGUARD HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2010
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2010
Historical | Pro Forma | Pro Forma | ||||||||||||||
Resurrection | Acquisition | Vanguard | ||||||||||||||
Vanguard | Facilities | Adjustments | Combined | |||||||||||||
(dollars in millions) | ||||||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 210.3 | $ | 10.6 | $ | (55.9 | )(a) | $ | 165.0 | |||||||
Restricted cash |
2.0 | | | 2.0 | ||||||||||||
Patient
accounts receivable, net of allowance for doubtful accounts |
294.8 | 27.7 | (13.1 | )(b) | 309.4 | |||||||||||
Inventories |
49.2 | 2.4 | 1.3 | (c) | 52.9 | |||||||||||
Prepaid expenses and other current assets |
74.7 | 9.5 | (7.4 | )(d) | 76.8 | |||||||||||
Total current assets |
631.0 | 50.2 | (75.1 | ) | 606.1 | |||||||||||
Property, plant and equipment, net of
accumulated depreciation |
1,173.4 | 113.6 | (86.7 | )(e) | 1,200.3 | |||||||||||
Goodwill |
649.1 | | 8.7 | (f) | 657.8 | |||||||||||
Intangible assets |
68.9 | | | 68.9 | ||||||||||||
Other assets |
105.3 | 3.4 | (3.0 | )(g) | 105.7 | |||||||||||
Total assets |
$ | 2,627.7 | $ | 167.2 | $ | (156.1 | ) | $ | 2,638.8 | |||||||
LIABILITIES AND EQUITY |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 168.2 | $ | 5.9 | $ | (2.6 | )(h) | $ | 171.5 | |||||||
Accrued health plan claims |
141.7 | | | 141.7 | ||||||||||||
Other accrued expenses and current liabilities |
206.3 | 257.7 | (248.1 | )(i)(L) | 215.9 | |||||||||||
Current maturities of long-term debt |
8.2 | | | 8.2 | ||||||||||||
Total current liabilities |
524.4 | 263.6 | (250.7 | ) | 537.3 | |||||||||||
Long-term debt, less current maturities |
1,743.4 | | | 1,743.4 | ||||||||||||
Other liabilities |
109.2 | 77.2 | (77.2 | )(j) | 109.2 | |||||||||||
Commitments and contingencies |
||||||||||||||||
Equity: |
||||||||||||||||
Vanguard Health Systems, Inc.
stockholders equity: |
||||||||||||||||
Common stock |
| | | | ||||||||||||
Additional paid-in capital |
354.2 | | | 354.2 | ||||||||||||
Accumulated other comprehensive loss |
(2.5 | ) | | | (2.5 | ) | ||||||||||
Retained deficit |
(108.7 | ) | | (1.8 | )(L) | (110.5 | ) | |||||||||
Total Vanguard Health Systems, Inc.
stockholders equity |
243.0 | | (1.8 | ) | 241.2 | |||||||||||
Divisional net deficit |
| (173.6 | ) | 173.6 | (k) | | ||||||||||
Non-controlling interests |
7.7 | | | 7.7 | ||||||||||||
Total equity |
250.7 | (173.6 | ) | 171.8 | 248.9 | |||||||||||
Total liabilities and equity |
$ | 2,627.7 | $ | 167.2 | $ | (156.1 | ) | $ | 2,638.8 | |||||||
See notes to unaudited pro forma condensed combined balance sheet.
VANGUARD HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Nine Months Ended March 31, 2010
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Nine Months Ended March 31, 2010
Historical | Pro Forma | Pro Forma | ||||||||||||||
Resurrection | Acquisition | Vanguard | ||||||||||||||
Vanguard | Facilities | Adjustments | Combined | |||||||||||||
(dollars in millions) | ||||||||||||||||
Patient service revenues |
$ | 1,900.2 | $ | 214.7 | $ | (0.7 | )(a) | $ | 2,114.2 | |||||||
Premium revenues |
628.0 | | | 628.0 | ||||||||||||
Total revenues |
2,528.2 | 214.7 | (0.7 | ) | 2,742.2 | |||||||||||
Costs and expenses: |
||||||||||||||||
Salaries and benefits
(includes stock compensation) |
967.6 | 95.0 | | 1,062.6 | ||||||||||||
Health plan claims expense |
499.9 | | | 499.9 | ||||||||||||
Supplies |
339.9 | 28.7 | 1.7 | (b) | 370.3 | |||||||||||
Provision for doubtful accounts |
112.9 | 22.7 | | 135.6 | ||||||||||||
Other operating expenses |
368.8 | 80.4 | 3.5 | (c) | 452.7 | |||||||||||
Depreciation and amortization |
102.9 | 11.2 | (10.0 | )(d) | 104.1 | |||||||||||
Interest, net |
84.6 | 2.9 | | 87.5 | ||||||||||||
Impairment loss |
43.1 | | | 43.1 | ||||||||||||
Debt extinguishment costs |
73.2 | | | 73.2 | ||||||||||||
Other |
3.5 | | 1.8 | (e) | 5.3 | |||||||||||
Loss from continuing operations before income taxes |
(68.2 | ) | (26.2 | ) | 2.3 | (92.1 | ) | |||||||||
Income tax benefit |
18.2 | | 7.5 | (f) | 25.7 | |||||||||||
Loss from continuing operations |
(50.0 | ) | (26.2 | ) | 9.8 | (66.4 | ) | |||||||||
Income from discontinued operations, net of taxes |
0.1 | | | 0.1 | ||||||||||||
Net loss |
(49.9 | ) | (26.2 | ) | 9.8 | (66.3 | ) | |||||||||
Net income attributable to non-controlling interests |
(2.1 | ) | | | (2.1 | ) | ||||||||||
Net loss attributable to Vanguard Health Systems,
Inc. stockholders |
$ | (52.0 | ) | $ | (26.2 | ) | $ | 9.8 | $ | (68.4 | ) | |||||
See notes to unaudited pro forma condensed combined statement of operations.
VANGUARD HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended June 30, 2009
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended June 30, 2009
Historical | Pro Forma | Pro Forma | ||||||||||||||
Resurrection | Acquisition | Vanguard | ||||||||||||||
Vanguard | Facilities | Adjustments | Combined | |||||||||||||
(dollars in millions) | ||||||||||||||||
Patient service revenues |
$ | 2,507.4 | $ | 281.5 | $ | (0.4 | )(a) | $ | 2,776.1 | |||||||
Premium revenues |
678.0 | | | 690.4 | ||||||||||||
Total revenues |
3,185.4 | 281.5 | (0.4 | ) | 3,466.5 | |||||||||||
Costs and expenses: |
||||||||||||||||
Salaries and benefits
(includes stock compensation) |
1,233.8 | 128.7 | | 1,362.5 | ||||||||||||
Health plan claims expense |
525.6 | | | 525.6 | ||||||||||||
Supplies |
455.5 | 44.8 | 2.2 | (b) | 502.5 | |||||||||||
Provision for doubtful accounts |
210.3 | 30.1 | | 240.4 | ||||||||||||
Other operating expenses |
461.9 | 99.3 | 4.6 | (c) | 565.8 | |||||||||||
Depreciation and amortization |
128.9 | 15.2 | (13.5 | )(d) | 130.6 | |||||||||||
Interest, net |
111.6 | 4.9 | | 116.5 | ||||||||||||
Impairment loss |
6.2 | | | 6.2 | ||||||||||||
Other |
2.7 | (0.4 | ) | 1.8 | (e) | 4.1 | ||||||||||
Income (loss) from continuing operations
before income taxes |
48.9 | (41.1 | ) | 4.5 | 12.3 | |||||||||||
Income tax benefit (expense) |
(16.8 | ) | | 13.5 | (f) | (3.3 | ) | |||||||||
Income (loss) from continuing operations |
32.1 | (41.1 | ) | 18.0 | 9.0 | |||||||||||
Loss from discontinued operations, net of taxes |
(0.3 | ) | | | (0.3 | ) | ||||||||||
Net income (loss) |
31.8 | (41.1 | ) | 18.0 | 8.7 | |||||||||||
Net income attributable to non-controlling interests |
(3.2 | ) | | | (3.2 | ) | ||||||||||
Net income (loss) attributable to Vanguard
Health Systems Inc. stockholders |
$ | 28.6 | $ | (41.1 | ) | $ | 18.0 | $ | 5.5 | |||||||
See notes to unaudited pro forma condensed combined statement of operations.
VANGUARD HEALTH SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEET
As of March 31, 2010
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEET
As of March 31, 2010
(a) | To eliminate historical cash of the Resurrection Facilities not included in the acquisition of $10.6 million and to reflect $45.3 million of cash paid at closing. | |
(b) | To adjust the historical net accounts receivable of the Resurrection Facilities to eliminate those accounts not included in the acquisition and to record the acquired accounts receivable at Vanguards estimates of fair value. | |
(c) | To adjust the historical inventories of the Resurrection Facilities to Vanguards estimates of fair value. | |
(d) | To eliminate the historical prepaid expenses and other current assets of the Resurrection Facilities not included in the acquisition and to adjust the working capital settlement to reflect the actual net working capital acquired compared to the amount included in the cash payment made at closing. | |
(e) | To adjust the historical net property, plant and equipment of the Resurrection Facilities to Vanguards estimates of fair value utilizing appraisal information obtained from an independent third party appraiser. | |
(f) | To record goodwill associated with the acquisition representing the excess of fair value of assets acquired and liabilities assumed over the purchase price paid for the Resurrection Facilities, as follows: |
Purchase
price allocation: |
||||
Cash paid |
$ | 45.3 | ||
Liabilities
assumed |
11.1 | |||
Total
consideration given |
56.4 | |||
Net
identifiable assets acquired |
47.7 | |||
Goodwill |
$ | 8.7 | ||
(g) | To eliminate the historical other long-term assets of the Resurrection Facilities not included in the acquisition. | |
(h) | To eliminate the historical accounts payable of the Resurrection Facilities not included in the acquisition. | |
(i) | To eliminate the historical other accrued expenses and current liabilities of the Resurrection Facilities not included in the acquisition. | |
(j) | To eliminate the historical other liabilities of the Resurrection Facilities not included in the acquisition. | |
(k) | To eliminate the historical equity of the Resurrection Facilities. | |
(L) | To reflect a total of $1.8 million of third party costs and internal travel costs incurred by Vanguard to complete the acquisition as a reduction to Vanguards retained earnings and an increase in other accrued expenses and current liabilities. |
VANGUARD HEALTH SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
For the nine months ended March 31, 2010
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
For the nine months ended March 31, 2010
(a) | To eliminate historical revenues related to investments released from restriction for which such investments were not purchased by Vanguard as part of the acquisition. | |
(b) | To reflect estimated additional sales taxes for supplies that Vanguard would have been required to pay as a for profit healthcare provider. | |
(c) | To reflect estimated additional property taxes that Vanguard would have been required to pay as a for profit healthcare provider. | |
(d) | To eliminate the historical depreciation of the Resurrection Facilities of $11.2 million and to record Vanguards estimate of post-acquisition depreciation of $1.2 million related to these facilities for a nine-month period. The post-acquisition estimate was determined using the acquisition date estimated fair values of property, plant and equipment and remaining useful lives by asset class developed using appraisal information. | |
(e) | To reflect a total of $1.8 million of third party costs and internal travel costs incurred by Vanguard to complete the acquisition. | |
(f) | To reflect the estimated income tax benefit related to the pre-tax operating loss of the Resurrection Facilities adjusted to include the impact of the pro forma acquisition adjustments previously described. |
VANGUARD HEALTH SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
For the year ended June 30, 2009
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
For the year ended June 30, 2009
(a) | To eliminate historical revenues related to investments released from restriction for which such investments were not purchased by Vanguard as part of the acquisition. | |
(b) | To reflect estimated additional sales taxes for supplies that Vanguard would have been required to pay as a for profit healthcare provider. | |
(c) | To reflect estimated additional property taxes that Vanguard would have been required to pay as a for profit healthcare provider. | |
(d) | To eliminate the historical depreciation of the Resurrection Facilities of $15.2 million and to record Vanguards estimate of annual post-acquisition depreciation of $1.7 million related to these facilities. The post-acquisition estimate was determined using the acquisition date estimated fair values of property, plant and equipment and remaining useful lives by asset class developed using appraisal information. | |
(e) | To reflect a total of $1.8 million of third party costs and internal travel costs incurred by Vanguard to complete the acquisition. | |
(f) | To reflect the estimated income tax benefit related to the pre-tax operating loss of the Resurrection facilities adjusted to include the impact of the pro forma acquisition adjustments previously described. |