Attached files
file | filename |
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EX-99.1 - EXHIBIT 99.1 - VANGUARD HEALTH SYSTEMS INC | c23895exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - VANGUARD HEALTH SYSTEMS INC | c23895exv99w2.htm |
8-K - FORM 8-K - VANGUARD HEALTH SYSTEMS INC | c23895e8vk.htm |
EXHIBIT 99.3
VANGUARD HEALTH SYSTEMS, INC.
Calculation of Certain Financial Covenants under Senior Secured Credit Agreement
September 30, 2011
Calculation of Certain Financial Covenants under Senior Secured Credit Agreement
September 30, 2011
Trailing | ||||
twelve | ||||
months ended | ||||
September 30, | ||||
($ presented in millions) | 2011 | |||
Interest Coverage Ratio: |
||||
Adjusted EBITDA(1) |
$ | 468.1 | ||
Add: Pro Forma adjustments for fiscal 2011 and 2012 acquisitions |
68.6 | |||
Add: Equity method cash distributions received |
1.3 | |||
Less: Non-controlling interest distributions paid |
(3.5 | ) | ||
Add: Franchise tax expense |
0.2 | |||
Add: Gross interest income recognized |
2.4 | |||
Add: Capitalized interest recorded |
5.2 | |||
Consolidated EBITDA, as defined in senior secured credit agreement |
$ | 542.3 | A | |
Net interest |
$ | 182.2 | ||
Add: Capitalized interest recorded |
5.2 | |||
Less: Non-cash accretion of senior discount and senior unsecured notes |
(26.6 | ) | ||
Less: Non-cash amortization of financing costs |
(6.6 | ) | ||
Less: Interest related to specified construction projects |
(7.2 | ) | ||
Consolidated cash interest expense, as defined in senior secured credit agreement |
$ | 147.0 | B | |
Interest coverage ratio (A/B) |
3.69 | x | ||
Minimum interest coverage ratio required as of September 30, 2011 |
2.10 | x | ||
As of | ||||
September 30, | ||||
2011 | ||||
Leverage Ratio: |
||||
Term debt and senior notes outstanding |
$ | 2,331.4 | ||
Less: Cash and cash equivalents |
(154.7 | ) | ||
Less: Restricted cash |
(2.4 | ) | ||
Less: Debt incurred to fund specified construction projects |
(127.2 | ) | ||
Consolidated debt, as defined in senior secured credit agreement |
$ | 2,047.1 | C | |
Consolidated EBITDA, as defined in senior secured credit agreement |
$ | 542.3 | A | |
Leverage ratio (C/A) |
3.77 | x | ||
Maximum leverage ratio allowed as of September 30, 2011 |
5.95 | x | ||
VANGUARD HEALTH SYSTEMS, INC.
Calculation of Certain Financial Covenants under Senior Secured Credit Agreement
September 30, 2011
(continued)
Calculation of Certain Financial Covenants under Senior Secured Credit Agreement
September 30, 2011
(continued)
(1) | Adjusted EBITDA is defined as income before interest expense (net of interest income), income taxes,
depreciation and amortization, non-controlling interests, gain or loss on disposal of assets, equity
method income, stock compensation, monitoring fees and expenses, realized gains or losses on
investments, debt extinguishment costs, acquisition related expenses, impairment and restructuring
charges and discontinued operations, net of taxes. Adjusted EBITDA is not intended as a substitute
for net income (loss) attributable to Vanguard Health Systems, Inc. stockholders, operating cash
flows or other cash flow statement data determined in accordance with accounting principles
generally accepted in the United States. Due to varying methods of calculation, Adjusted EBITDA as
presented may not be comparable to similarly titled measures of other companies. The following
table provides a reconciliation of Adjusted EBITDA to net income (loss) attributable to Vanguard
Health Systems, Inc. stockholders during the trailing twelve months ended September 30, 2011 (in
millions). |
Add: | Less: | Trailing | ||||||||||||||
Three months | Year | Three months | twelve months | |||||||||||||
ended | ended | ended | ended | |||||||||||||
September 30, | June 30, | September 30, | September 30, | |||||||||||||
2011 | 2011 | 2010 | 2011 | |||||||||||||
Net income (loss) attributable to
Vanguard
Health Systems, Inc. stockholders |
$ | (19.2 | ) | $ | (10.9 | ) | $ | 1.2 | $ | (31.3 | ) | |||||
Interest, net |
45.8 | 171.2 | 34.8 | 182.2 | ||||||||||||
Income tax expense (benefit) |
(13.6 | ) | 9.3 | (2.4 | ) | (1.9 | ) | |||||||||
Depreciation and amortization |
62.6 | 193.8 | 37.2 | 219.2 | ||||||||||||
Non-controlling interests |
(2.3 | ) | 3.6 | 1.0 | 0.3 | |||||||||||
Gain on disposal of assets |
(1.2 | ) | (0.2 | ) | | (1.4 | ) | |||||||||
Equity method income |
(0.1 | ) | (0.9 | ) | (0.3 | ) | (0.7 | ) | ||||||||
Stock compensation |
0.7 | 4.8 | 1.2 | 4.3 | ||||||||||||
Monitoring fees and expenses |
| 31.3 | 1.4 | 29.9 | ||||||||||||
Realized gains on investments |
| (1.3 | ) | | (1.3 | ) | ||||||||||
Debt extinguishment costs |
38.9 | | | 38.9 | ||||||||||||
Acquisition related expenses |
12.2 | 12.5 | 3.7 | 21.0 | ||||||||||||
Impairment and restructuring charges |
(0.1 | ) | 6.0 | | 5.9 | |||||||||||
Pension credits |
(1.0 | ) | (2.1 | ) | | (3.1 | ) | |||||||||
Discontinued operations, net of taxes |
0.1 | 5.9 | (0.1 | ) | 6.1 | |||||||||||
Adjusted EBITDA |
$ | 122.8 | $ | 423.0 | $ | 77.7 | $ | 468.1 | ||||||||