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EX-99.2 - EXHIBIT 99.2 - VANGUARD HEALTH SYSTEMS INCexhibit99263012.htm
EX-99.4 - EXHIBIT 99.4 - VANGUARD HEALTH SYSTEMS INCexhibit99463012.htm
EX-99.1 - EXHIBIT 99.1 - VANGUARD HEALTH SYSTEMS INCexhibit99163012.htm
8-K - 8-K - VANGUARD HEALTH SYSTEMS INCa8-kbody063012.htm
EXHIBIT 99.3

VANGUARD HEALTH SYSTEMS, INC.
Calculation of Certain Financial Covenants under Senior Secured Credit Agreement
June 30, 2012

($ presented in millions, unaudited)
Trailing twelve
 
 
months ended
 
Interest Coverage Ratio:
June 30, 2012
 
Adjusted EBITDA(1)
$
575.7

 
Add: Pro Forma adjustments for fiscal 2012 acquisition
5.7

 
Add: Equity method cash distributions received
1.4

 
Less: Non-controlling interest distributions paid
(2.7
)
 
Add: Franchise tax expense
0.3

 
Add: Gross interest income recognized
0.9

 
Add: Capitalized interest recorded
3.4

 
     Consolidated EBITDA, as defined in senior secured credit agreement
$
584.7

A
 
 
 
Net interest
$
182.8

 
Add: Capitalized interest recorded
3.4

 
Less: Non-cash accretion of senior discount and senior unsecured notes
(7.3
)
 
Less: Non-cash amortization of financing costs
(6.9
)
 
Less: Interest related to specified construction projects
(8.3
)
 
     Consolidated cash interest expense, as defined in senior secured credit agreement
$
163.7

B
 
 
 
Interest coverage ratio (A/B)
3.57

x
 
 
 
Minimum interest coverage ratio required as of June 30, 2012
2.10

x
 
 
 
 
 
 
Leverage Ratio:
As of June 30, 2012

 
Term debt and senior notes outstanding
$
2,696.7

 
Less: Cash and cash equivalents
(455.5
)
 
Less: Restricted cash
(2.4
)
 
Less: Debt incurred to fund specified construction projects
(84.5
)
 
     Consolidated debt, as defined in senior secured credit agreement
$
2,154.3

C
 
 
 
     Consolidated EBITDA, as defined in senior secured credit agreement
$
584.7

A
 
 
 
Leverage ratio (C/A)
3.68

x
 
 
 
Maximum leverage ratio allowed as of June 30, 2012
5.75

x












VANGUARD HEALTH SYSTEMS, INC.
Calculation of Certain Financial Covenants under Senior Secured Credit Agreement
June 30, 2012
(continued)
                                      

(1) Adjusted EBITDA is defined as income (loss) 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 or loss, stock compensation, monitoring fees and expenses, realized gains or losses on investments, debt extinguishment costs, acquisition related expenses, impairment and restructuring charges, pension expense (credits) 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 June 30, 2012 (in millions).
 
 
Trailing twelve
 
 
months ended
 
 
June 30, 2012
Net income attributable to Vanguard
Health Systems, Inc. stockholders

 
$
57.3

Interest, net

 
182.8

Income tax expense

 
22.2

Depreciation and amortization
 
258.3

Non-controlling interests
 
(1.4
)
Loss on disposal of assets
 
0.6

Equity method income
 
(1.5
)
Stock compensation
 
9.2

Debt extinguishment costs
 
38.9

Acquisition related expenses
 
14.0

Impairment and restructuring charges
 
(0.1
)
Pension credits
 
(5.1
)
Discontinued operations, net of taxes
 
0.5

Adjusted EBITDA
 
$
575.7