EXHIBIT 99.3
VANGUARD HEALTH SYSTEMS, INC.
Calculation of Certain Financial Covenants under Senior Secured Credit Agreement
December 31, 2012
|
| | | | |
| ($ presented in millions, unaudited) | Trailing twelve | |
| | months ended | |
| Interest Coverage Ratio: | December 31, 2012 | |
| Adjusted EBITDA(1) | $ | 588.4 |
| |
| Add: Equity method cash distributions received | 1.6 |
| |
| Add: Franchise tax expense | 0.4 |
| |
| Add: Gross interest income recognized | 0.8 |
| |
| Add: Capitalized interest recorded | 5.3 |
| |
| Less: Non-controlling interest distributions paid | (0.1 | ) | |
| Consolidated EBITDA, as defined in senior secured credit agreement | $ | 596.4 |
| A |
| | | |
| Net interest | $ | 194.3 |
| |
| Add: Capitalized interest recorded | 5.3 |
| |
| Less: Non-cash accretion of senior discount and senior unsecured notes | (4.3 | ) | |
| Less: Non-cash amortization of financing costs | (8.1 | ) | |
| Less: Interest related to specified construction projects | (8.5 | ) | |
| Consolidated cash interest expense, as defined in senior secured credit agreement | $ | 178.7 |
| B |
| | | |
| Interest coverage ratio (A/B) | 3.34 |
| x |
| | | |
| Minimum interest coverage ratio required as of December 31, 2012 | 2.10 |
| x |
| | | |
| | | |
| Leverage Ratio: | As of December 31, 2012 |
| |
| Term debt and senior notes outstanding | $ | 2,692.8 |
| |
| Less: Cash and cash equivalents | (357.8 | ) | |
| Less: Restricted cash | (5.7 | ) | |
| Less: Debt incurred to fund specified construction projects | (166.9 | ) | |
| Consolidated debt, as defined in senior secured credit agreement | $ | 2,162.4 |
| C |
| | | |
| Consolidated EBITDA, as defined in senior secured credit agreement | $ | 596.4 |
| A |
| | | |
| Leverage ratio (C/A) | 3.63 |
| x |
| | | |
| Maximum leverage ratio allowed as of December 31, 2012 | 5.75 |
| x |
VANGUARD HEALTH SYSTEMS, INC.
Calculation of Certain Financial Covenants under Senior Secured Credit Agreement
December 31, 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, 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 December 31, 2012 (in millions).
|
| | | | | | | | | | | | | | | | |
| | | | | Add: | | Less: | | Trailing twelve |
| | | Six months ended | | Year ended | | Six months ended | | months ended |
| | | December 31, 2012 | | June 30, 2012 | | December 31, 2011 | | December 31, 2012 |
| Net income (loss) attributable to Vanguard Health Systems, Inc. stockholders | | $ | 26.1 |
| | $ | 57.3 |
| | $ | (6.0 | ) | | $ | 89.4 |
|
| Interest, net | | 100.5 |
| | 182.8 |
| | 89.0 |
| | 194.3 |
|
| Income tax expense (benefit) | | 12.1 |
| | 22.2 |
| | (3.9 | ) | | 38.2 |
|
| Depreciation and amortization | | 133.4 |
| | 258.3 |
| | 128.4 |
| | 263.3 |
|
| Non-controlling interests | | 0.9 |
| | (1.4 | ) | | (1.5 | ) | | 1.0 |
|
| Loss (gain) on disposal of assets | | 1.0 |
| | 0.6 |
| | (0.8 | ) | | 2.4 |
|
| Equity method income | | (0.4 | ) | | (1.5 | ) | | (0.7 | ) | | (1.2 | ) |
| Stock compensation | | 4.9 |
| | 9.2 |
| | 4.6 |
| | 9.5 |
|
| Realized losses on investments | | 0.2 |
| | — |
| | — |
| | 0.2 |
|
| Acquisition related expenses | | 0.1 |
| | 14.0 |
| | 12.6 |
| | 1.5 |
|
| Debt extinguishment costs | | — |
| | 38.9 |
| | 38.9 |
| | — |
|
| Impairment and restructuring charges | | — |
| | (0.1 | ) | | (0.1 | ) | | — |
|
| Pension credits | | (7.7 | ) | | (5.1 | ) | | (2.6 | ) | | (10.2 | ) |
| Discontinued operations, net of taxes | | (0.1 | ) | | 0.5 |
| | 0.4 |
| | — |
|
| Adjusted EBITDA | | 271.0 |
| | 575.7 |
| | $ | 258.3 |
| | $ | 588.4 |
|
