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8-K - 8-K - Envision Healthcare Corpa13-3487_18k.htm

Exhibit 99.1

 

Reconciliation of Expected Reported Adjusted EBITDA to Pro Forma Expected Adjusted EBITDA

 

 

 

 

EMSC

 

($ in millions)

 

12/31/2012

 

Expected Net income attributable to EMSC

 

$35 - 38

 

Equity in earnings of unconsolidated subsidiary

 

(0

)

Income tax expense

 

28- 30

 

Loss on debt extinguishment

 

8

 

Interest and other expense

 

(1

)

Realized gain on investments

 

(0

)

Interest expense

 

183

 

Related party management fees

 

5

 

Equity-based compensation expense

 

4

 

Restructuring charges

 

14

 

Depreciation and amortization expense

 

124

 

Expected Reported Adjusted EBITDA

 

$400 - 405

 

Run-rate impact of acquisitions (1)

 

23

 

Pro Forma Expected Adjusted EBITDA

 

$423 - 428

 

 

 

 

 

Selected Other Financial Data (Expected):

 

 

 

Cash

 

$63

 

 

 

 

 

ABL Revolver

 

125

 

Term Loan

 

1,166

 

Capital Lease Obligations

 

0

 

Total Secured Debt

 

1,292

 

Senior Notes

 

950

 

Senior Notes held by EMCA

 

(15

)

Other

 

1

 

Total EMSC Debt

 

2,228

 

CDRT Holdco Notes

 

450

 

Total CDRT Debt

 

2,678

 

 

 

 

 

Net Capital Expenditures

 

$49

 

 

 

 

 

Expected Net revenue

 

$3,295 - $3,305

 

 


(1)    Represents the annualized estimated impact on Adjusted EBITDA of the following acquisitions as if they had been acquired by an EMSC subsidiary or clinical affiliate on Jan 1, 2012: Guardian Healthcare Group, Inc. (December 2012), American Physician Housecalls (September 2012), St. Vincent Anesthesia Medical Group, Inc. (December 2012), Golden State Anesthesia Consultants, Inc. (December 2012) and NightRays, P.A. (September 2012). For these acquisitions, we calculated the incremental Adjusted EBITDA from January 1, 2012 through the acquisition date using actual Adjusted EBITDA subsequent to the acquisition date and projected Adjusted EBITDA for the twelve month period. In so determining the annualized estimated impact of the acquired businesses, we used financial information provided by each acquired business, which were prepared pursuant to applicable accounting principles for such acquired business (which may differ from GAAP and which were unaudited in certain circumstances), together with our own assumptions and estimates to derive an Adjusted EBITDA for such acquired business. Accordingly, although we believe that the financial information provided by the acquired businesses is accurate, such information has not been, and cannot be, independently verified by our management. There can be no assurance that we would have generated the estimated levels of Adjusted EBITDA had we owned the acquired businesses on January 1, 2012. Total consideration paid for these acquisitions was $192 million, and we expect 2013 Adjusted EBITDA contribution for the acquired businesses to be in the range of $25 - $30 million.