VHS Vanguard Health Systems, Inc.

Vanguard Health Systems, Inc. (NYSE: VHS) today announced financial and operating results for its fourth fiscal quarter and year ended June 30, 2013.

Fourth Quarter Fiscal 2013 Key Metrics (all percentage changes compare Q4 FY2013 to Q4 FY2012):

Consolidated and Same Store:

• Net income attributable to Vanguard Health Systems, Inc. stockholders was $14.5 million, or $0.18 per diluted share, compared to $19.3 million, or $0.24 per diluted share, during the prior year period. The prior year period was positively impacted by a lower than expected 9 percent effective income tax rate resulting from changes to state laws in Michigan and adjustments to state deferred tax asset valuation allowances on loss carryforwards in other states.
• Adjusted EBITDA was $141.5 million compared to $140.8 million during the prior year period.
• Discharges decreased 3.3 percent.
• Adjusted discharges decreased 1.6 percent.
• Patient revenue per adjusted discharge increased 1.5 percent.

Fiscal 2013 Key Metrics (all percentage changes compare fiscal year 2013 to fiscal year 2012):

Consolidated:

• Total revenues increased $50.4 million or 0.8 percent.
• Net income attributable to Vanguard Health Systems, Inc. stockholders was $61.9 million, or $0.75 per diluted share, compared to $57.3 million, or $0.71 per diluted share, during the prior year. The prior year amount was positively impacted by $22.3 million, or $0.28 per diluted share, related to reimbursement updates for the rural floor provision of the Balanced Budget Act of 1997 and revised Supplemental Security Income ratios.
• Adjusted EBITDA was $555.5 million compared to $575.7 million during the prior year. The prior year amount was positively impacted by $34.6 million related to the reimbursement updates.

Same Store:

• Patient revenue per adjusted discharge increased 1.2 percent, absent the impact of the prior year reimbursement updates.
• Discharges decreased 2.6 percent.
• Adjusted discharges decreased 1.2 percent.

A reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to net income attributable to Vanguard Health Systems, Inc. stockholders for the quarters and years ended June 30, 2012 and 2013 is included in this release.

As previously announced, we have signed a definitive agreement and plan of merger to be acquired by Tenet Healthcare Corporation (NYSE: THC) (“Tenet”). Completion of the transaction remains subject to the satisfaction or waiver of certain customary closing conditions. The transaction is expected to close early in our second quarter of fiscal 2014. As a result of the proposed merger, we will not have a conference call to discuss our financial results for the fourth quarter and fiscal year ended June 30, 2013.

Fourth Quarter Analysis

Consolidated total revenues increased $62.7 million, or 4.3 percent, during the fourth quarter of fiscal 2013 compared to the prior year period. Health plan premium revenues increased $18.5 million, or 11.1 percent, during the fourth quarter of fiscal 2013 compared to the prior year period as a result of a capitation rate increase at Phoenix Health Plan ("PHP"), increased enrollment at Abrazo Advantage Health Plan in Arizona and the addition of ProCare Health Plan in Michigan. Health plan claims expense increased significantly during the fourth quarter of fiscal 2013 compared to the prior year period due to provider rate increases mandated by the Arizona Health Care Cost Containment System ("AHCCCS") for certain services, most of which were effective April 1, 2013, and changes in actuarial assumptions related to the acuity of certain member groups. Uncompensated care as a percentage of net patient revenues (prior to uncompensated care deductions) was 21.6 percent during the fourth quarter of fiscal 2013 compared to 19.5 percent during the prior year period.

Substantially all of the acquisition related expenses of $7.9 million during the fourth quarter of fiscal 2013 related to legal, advisory and other costs associated with the Tenet transaction. During the fourth quarter of fiscal 2013, we also incurred $5.2 million in severance costs related to our restructuring of the Detroit market operations and recognized a $14.6 million gain on disposal of assets, substantially all of which related to our sale of a portion of our laboratory business in Illinois in June 2013.

Fiscal Year Analysis

Consolidated total revenues increased $50.4 million, or 0.8 percent, during the year ended June 30, 2013 compared to the prior year. Health plan premium revenues, on a same store basis, decreased $34.4 million, or 4.7 percent, during the year ended June 30, 2013 compared to the prior year due to the full year impact of the changes to Medicaid eligibility made by AHCCCS, effective October 1, 2011, and the resulting impact on PHP's enrollment. Uncompensated care as a percentage of net patient revenues (prior to uncompensated care deductions) was 21.3 percent during the year ended June 30, 2013 compared to 19.1 percent for the prior year, absent the impact of the prior year reimbursement updates.

Balance Sheet and Cash Flows

As of June 30, 2013, we had cash of $624.0 million and total debt of $2,996.2 million. These balances reflect the impact of the additional $300.0 million of borrowings under our term loan credit facility during the third quarter of fiscal 2013.

Cash flows from operating activities improved by $187.2 million during the year ended June 30, 2013 compared to the prior year. Changes in net operating assets and liabilities negatively impacted operating cash flows by $64.8 million during the year ended June 30, 2013 compared to a negative impact of $292.8 million during the prior year. We made $206.3 million of interest and income tax payments during the year ended June 30, 2013, which was $39.4 million higher than these payments during the prior year. Interest payments were higher due to the additional senior notes issued in March 2012, while income tax payments increased as a result of the utilization of significantly all of our federal net operating loss carryforwards during the year ended June 30, 2012. Net days in accounts receivable decreased to 46 days at June 30, 2013 compared to 50 days at June 30, 2012.

Capital expenditures increased 43.4 percent to $420.5 million during the year ended June 30, 2013 compared to the prior year primarily due to increased spending related to The Detroit Medical Center specified capital project commitments and the start of construction of a new hospital in New Braunfels, Texas and other expansion projects.

About Vanguard Health Systems

We own and operate 28 acute care and specialty hospitals and complementary facilities and services in metropolitan Chicago, Illinois; metropolitan Detroit, Michigan; metropolitan Phoenix, Arizona; San Antonio, Texas; Harlingen and Brownsville, Texas; and Worcester and metropolitan Boston, Massachusetts. Our strategy is to develop locally branded, comprehensive health care delivery networks in urban and suburban markets.

Cautionary Statement about Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the federal securities laws that are intended to be covered by safe harbors created thereby. Forward-looking statements are those statements that are based upon management's plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information. These statements are based upon estimates and assumptions made by our management that, although believed to be reasonable, are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. When used in this press release, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “continues” or future or conditional verbs, such as “will,” “should,” “could” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. These factors, risks and uncertainties include, among others, the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement with Tenet; the failure of the merger to close for any reason, including the failure to satisfy the conditions to consummation of the merger, including receipt of regulatory approvals; the outcome of any legal proceedings that have been or may be instituted against us and others relating to the merger agreement; risks that the proposed merger disrupts our current plans and operations and the potential difficulties in employee retention as a result of the merger; the effect of the pending merger on our physician and patient relationships, operating results and businesses generally; the amount of the costs, fees, expenses and charges related to the merger; the merger agreement restricts our ability to take certain actions without Tenet's approval, including making certain acquisitions, dispositions, investments or capital expenditures and entering into, terminating or amending material contracts; our high degree of leverage and interest rate risk; governmental regulation of the health care industry, including Medicare and Medicaid reimbursement levels in general and with respect to the impact of the Budget Control Act of 2011 and other future deficit reduction plans; weakened economic conditions and volatile capital markets; potential adverse impact of known and unknown governmental investigations and audits; increased compliance costs from further government regulation of the health care industry and our failure to comply, or allegations of our failure to comply, with applicable laws and regulations; the highly competitive nature of the health care industry; potential lawsuits or other claims asserted against us; the currently unknown effect on us of the major federal health care reforms enacted by Congress in March 2010, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or other potential additional federal or state health care reforms, including that states may opt out of the Medicaid expansion; our ability to grow our business and successfully implement our business strategies, including growing our ambulatory care services platform; the ability to hire and retain health care professionals; the ability to meet capital needs, including the ability to manage indebtedness; and other risk factors described in our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.

Our forward-looking statements speak only as of the date made. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to rely on such forward-looking statements when evaluating the information contained in this press release. In light of significant uncertainties inherent in the forward-looking statements included in this press release, you should not regard the inclusion of such information as a representation by us that the objectives and plans anticipated by the forward-looking statements will occur or be achieved or, if any of them do, what impact they will have on our financial condition, results of operations or cash flows.

We use our company website to provide important information to investors about the company, including the posting of important announcements regarding financial performance and corporate developments.

VANGUARD HEALTH SYSTEMS, INC. Condensed Consolidated Income Statements (Unaudited) (In millions, except share and per share amounts)   Quarter ended June 30, 2012   2013 Patient service revenues $ 1,425.9   98.0 % $ 1,517.0   100.0 % Less: Provision for doubtful accounts (137.9 ) (9.5 ) (184.8 ) (12.2 ) Patient service revenues, net 1,288.0 88.5 1,332.2 87.8 Premium revenues 166.8   11.5   185.3   12.2   Total revenues 1,454.8 100.0 1,517.5 100.0 Costs and expenses: Salaries and benefits (includes stock compensation) 657.7 45.2 667.0 44.0 Health plan claims expense 120.3 8.3 156.0 10.3 Supplies 234.6 16.1 229.3 15.1 Purchased services 142.3 9.8 160.8 10.6 Rents and leases 19.3 1.3 19.0 1.3 Other operating expenses 143.9 9.9 151.6 10.0 Medicare and Medicaid EHR incentives (1.4 ) (0.1 ) (6.8 ) (0.4 ) Depreciation and amortization 67.0 4.6 63.0 4.2 Interest, net 50.4 3.5 47.7 3.1 Acquisition related expenses 0.2 — 7.9 0.5 Impairment and restructuring charges — — 5.2 0.3 Debt extinguishment costs — — 0.8 0.1 Loss (gain) on disposal of assets 1.2 0.1 (14.6 ) (1.0 ) Other (0.9 ) (0.1 ) (3.8 ) (0.3 ) Income from continuing operations before income taxes 20.2 1.4 34.4 2.3 Income tax expense (1.8 ) (0.1 ) (16.3 ) (1.1 ) Net income 18.4 1.3 18.1 1.2 Net loss (income) attributable to non-controlling interests 0.9   0.1   (3.6 ) (0.2 )

Net income attributable to Vanguard Health Systems, Inc. stockholders

$ 19.3   1.3 % $ 14.5   1.0 %   Earnings per share attributable to Vanguard Health Systems, Inc. stockholders Basic earnings per share $ 0.25   $ 0.19   Diluted earnings per share $ 0.24   $ 0.18     Weighted average shares outstanding (in thousands): Basic 75,459   77,866   Diluted 79,148   80,209     VANGUARD HEALTH SYSTEMS, INC. Condensed Consolidated Income Statements (Unaudited) (In millions, except share and per share amounts)   Year ended June 30, 2012   2013 Patient service revenues $ 5,731.0   96.3 % $ 5,929.6   98.8 % Less: Provision for doubtful accounts (539.4 ) (9.1 ) (667.3 ) (11.1 ) Patient service revenues, net 5,191.6 87.3 5,262.3 87.7 Premium revenues 757.4   12.7   737.1   12.3   Total revenues 5,949.0 100.0 5,999.4 100.0 Costs and expenses: Salaries and benefits (includes stock compensation) 2,746.9 46.2 2,740.6 45.7 Health plan claims expense 578.9 9.7 577.4 9.6 Supplies 911.6 15.3 917.0 15.3 Purchased services 547.3 9.2 611.8 10.2 Rents and leases 75.0 1.3 76.2 1.3 Other operating expenses 551.0 9.3 565.3 9.4 Medicare and Medicaid EHR incentives (28.2 ) (0.5 ) (38.0 ) (0.6 ) Depreciation and amortization 258.3 4.3 257.1 4.3 Interest, net 182.8 3.1 197.0 3.3 Acquisition related expenses 14.0 0.2 8.1 0.1 Impairment and restructuring charges (0.1 ) — 5.2 0.1 Debt extinguishment costs 38.9 0.7 2.1 — Loss (gain) on disposal of assets 0.6 — (13.3 ) (0.2 ) Other (6.6 ) (0.1 ) (16.9 ) (0.3 ) Income from continuing operations before income taxes 78.6 1.3 109.8 1.8 Income tax expense (22.2 ) (0.4 ) (40.8 ) (0.7 ) Income from continuing operations 56.4 0.9 69.0 1.2 Income (loss) from discontinued operations, net of taxes (0.5 ) —   0.1   —   Net income 55.9 0.9 69.1 1.2 Net loss (income) attributable to non-controlling interests 1.4   —   (7.2 ) 0.1  

Net income attributable to Vanguard Health Systems, Inc. stockholders

 

$ 57.3   1.0 % $ 61.9   1.0 %   Earnings per share attributable to Vanguard Health Systems, Inc. stockholders Basic earnings per share $ 0.75   $ 0.78   Diluted earnings per share $ 0.71   $ 0.75     Weighted average shares outstanding (in thousands): Basic 75,255   77,146   Diluted 78,873   79,679       VANGUARD HEALTH SYSTEMS, INC. Supplemental Financial Information (Unaudited) Reconciliation of Adjusted EBITDA to Net Income

Attributable to Vanguard Health Systems, Inc. Stockholders

(In millions)       Quarter ended Year ended June 30, June 30, 2012 2013 2012 2013

Net income attributable to Vanguard Health Systems, Inc. stockholders

$ 19.3 $ 14.5 $ 57.3 $ 61.9 Interest, net 50.4 47.7 182.8 197.0 Income tax expense 1.8 16.3 22.2 40.8 Depreciation and amortization 67.0 63.0 258.3 257.1 Non-controlling interests (0.9 ) 3.6 (1.4 ) 7.2 Loss (gain) on disposal of assets 1.2 (14.6 ) 0.6 (13.3 ) Equity method loss (income) 0.3 0.1 (1.5 ) (1.8 ) Stock compensation 2.7 0.9 9.2 6.4 Realized losses on investments — — — 0.3 Acquisition related expenses 0.2 7.9 14.0 8.1 Debt extinguishment costs — 0.8 38.9 2.1 Impairment and restructuring charges — 5.2 (0.1 ) 5.2 Pension credits (1.2 ) (3.9 ) (5.1 ) (15.4 ) Discontinued operations, net of taxes —   —   0.5   (0.1 ) Adjusted EBITDA (1) $ 140.8   $ 141.5   $ 575.7   $ 555.5        

(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 or loss, stock compensation, realized gains or losses on investments, acquisition related expenses, debt extinguishment costs, impairment and restructuring charges, pension expense (credits) and discontinued operations, net of taxes. Adjusted EBITDA is not intended as a substitute for net income attributable to Vanguard Health Systems, Inc. stockholders, operating cash flows or other cash flow 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.

    VANGUARD HEALTH SYSTEMS, INC. Condensed Consolidated Balance Sheets (Unaudited) (In millions)     June 30, June 30, ASSETS 2012 2013 Current assets: Cash and cash equivalents $ 455.5 $ 624.0 Restricted cash 2.4 6.5 Accounts receivable, net of allowance for doubtful accounts of $366.5 and $408.1, respectively 702.1 636.7 Inventories 97.0 101.7 Deferred tax assets 89.6 67.7 Prepaid expenses and other current assets 236.4   205.2   Total current assets 1,583.0 1,641.8 Property, plant and equipment, net of accumulated depreciation 2,110.1 2,325.0 Goodwill 768.4 789.9 Intangible assets, net of accumulated amortization 89.0 80.6 Deferred tax assets, noncurrent 71.2 46.6 Investments in securities 51.8 59.1 Escrowed cash for capital commitments 20.3 — Other assets 94.3   99.6   Total assets $ 4,788.1   $ 5,042.6     LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 383.6 $ 394.9 Accrued salaries and benefits 226.0 211.7 Accrued health plan claims and settlements 74.8 72.6 Accrued interest 73.2 73.6 Other accrued expenses and current liabilities 219.9 227.9 Current maturities of long-term debt 11.2   16.9  

Total current liabilities

988.7 997.6 Professional and general liability and workers compensation reserves 304.8 293.0 Unfunded pension liability 269.9 187.7 Other liabilities 174.7 117.2 Long-term debt, less current maturities 2,695.4 2,979.3 Commitments and contingencies Redeemable non-controlling interests 53.1 61.8 Equity: Vanguard Health Systems, Inc. stockholders' equity: Common stock 0.8 0.8 Additional paid-in capital 403.3 399.0 Accumulated other comprehensive loss (48.4 ) (8.1 ) Retained deficit (60.6 ) 1.3   Total Vanguard Health Systems, Inc. stockholders' equity 295.1 393.0 Non-controlling interests 6.4   13.0   Total equity 301.5   406.0   Total liabilities and equity $ 4,788.1   $ 5,042.6       VANGUARD HEALTH SYSTEMS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) (In millions)   Year ended June 30, Operating activities: 2012   2013 Net income $ 55.9 $ 69.1 Adjustments to reconcile net income to net cash provided by operating activities: Loss (income) from discontinued operations 0.5 (0.1 ) Depreciation and amortization 258.3 257.1 Amortization of loan costs and accretion of principal on notes 14.2 13.2 Acquisition related expenses 14.0 8.1 Stock compensation 9.2 6.4 Deferred income taxes 15.5 22.5 Loss (gain) on disposal of assets 0.6 (13.3 ) Debt extinguishment costs 38.9 2.1 Other (0.2 ) 0.4 Changes in operating assets and liabilities, net of the impact of acquisitions (292.8 ) (64.8 ) Net cash provided by operating activities - continuing operations 114.1 300.7 Net cash provided by (used in) operating activities - discontinued operations (0.5 ) 0.1   Net cash provided by operating activities 113.6 300.8   Investing activities: Acquisitions and related expenses, net of cash acquired (212.9 ) (15.4 ) Capital expenditures (293.3 ) (420.5 ) Proceeds from asset disposal 2.8 17.1 Proceeds from sales of investments in securities 85.3 76.2 Purchases of investments in securities (73.5 ) (79.1 ) Net reimbursements from (deposits to) restricted cash and escrow fund (20.5 ) 17.0 Other investing activities (1.1 ) (1.4 ) Net cash used in investing activities (513.2 ) (406.1 )   Financing activities: Payments of long-term debt and capital lease obligations (553.1 ) (22.0 ) Proceeds from debt borrowings 452.2 300.0 Payments of debt issuance costs (10.5 ) (2.8 ) Proceeds from the issuance of common stock 67.5 — Payments of IPO related costs (6.9 ) — Payments of tender premiums on note redemption (27.6 ) (0.5 ) Other financing activities (3.1 ) (0.9 ) Net cash provided by (used in) financing activities (81.5 ) 273.8   Net increase (decrease) in cash and cash equivalents (481.1 ) 168.5 Cash and cash equivalents, beginning of period 936.6   455.5   Cash and cash equivalents, end of period $ 455.5   $ 624.0     Supplemental cash flow information: Net cash paid for interest $ 162.4   $ 184.1   Net cash paid for income taxes $ 4.5   $ 22.2       VANGUARD HEALTH SYSTEMS, INC. Segment Information (Unaudited) (In millions)             Quarter ended June 30, 2012 Acute Care % of Health % of Services Revenues Plans Revenues Eliminations Consolidated Patient service revenues, net (1) $ 1,298.3 100.0 % $ — — % $ (10.3 ) $ 1,288.0 Premium revenues —   —   166.8   100.0   —   166.8   Total revenues 1,298.3 100.0 166.8 100.0 (10.3 ) 1,454.8  

Salaries and benefits(excludes stock compensation)

645.1 49.7 9.9 5.9 — 655.0 Health plan claims expense (1) — — 130.6 78.3 (10.3 ) 120.3 Supplies 234.5 18.1 0.1 0.1 — 234.6 Other operating expenses 294.4 22.7 11.1 6.7 — 305.5 Medicare and Medicaid EHR incentives (1.4 ) (0.1 ) —   —   —   (1.4 ) Segment EBITDA (2) 125.7 9.7 15.1 9.1 — 140.8 Less: Interest, net 50.9 3.9 (0.5 ) (0.3 ) — 50.4 Depreciation and amortization 66.0 5.1 1.0 0.6 — 67.0 Equity method loss 0.3 — — — — 0.3 Stock compensation 2.7 0.2 — — — 2.7 Loss on disposal of assets 1.2 0.1 — — — 1.2 Acquisition related expenses 0.2 — — — — 0.2 Pension credits (1.2 ) (0.1 ) —   —   —   (1.2 )

Income from continuing operations before income taxes

$ 5.6   0.5 % $ 14.6   8.8 % $ —   $ 20.2        

(1)

We eliminate in consolidation those patient service revenues earned by our health care facilities attributable to services provided to enrollees in our owned health plans and eliminate the corresponding medical claims expenses incurred by our health plans for those services.

 

(2)

Segment EBITDA is defined as income from continuing operations before income taxes less interest expense (net of interest income), depreciation and amortization, equity method income or loss, stock compensation, gain or loss on disposal of assets, realized gains or losses on investments, acquisition related expenses, debt extinguishment costs, impairment and restructuring charges and pension expense (credits). Management uses Segment EBITDA to measure the performance of our segments and to develop strategic objectives and operating plans for those segments. Segment EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of which results from acquisitions accounted for under the purchase method of accounting. Segment EBITDA also eliminates the effects of changes in interest rates, which management believes relate to general trends in global capital markets, but are not necessarily indicative of the operating performance of our segments. Management believes that Segment EBITDA provides useful information to investors, lenders, financial analysts and rating agencies about the financial performance of our segments. Additionally, management believes that investors and lenders view Segment EBITDA as an important factor in making investment decisions concerning us. Segment EBITDA is not a substitute for net income, operating cash flows or other cash flow statement data determined in accordance with accounting principles generally accepted in the United States. Segment EBITDA, as presented, may not be comparable to similar measures of other companies.

    VANGUARD HEALTH SYSTEMS, INC. Segment Information (Unaudited) (continued) (In millions)             Quarter ended June 30, 2013 Acute Care % of Health % of Services Revenues Plans Revenues Eliminations Consolidated Patient service revenues, net (1) $ 1,343.2 100.0 % $ — — % $ (11.0 ) $ 1,332.2 Premium revenues —   —   185.3   100.0   —   185.3   Total revenues 1,343.2 100.0 185.3 100.0 (11.0 ) 1,517.5  

Salaries and benefits

(excludes stock compensation)

657.2 48.9 8.9 4.8 — 666.1 Health plan claims expense (1) — — 167.0 90.1 (11.0 ) 156.0 Supplies 229.3 17.1 — — — 229.3 Other operating expenses 321.2 23.9 10.2 5.5 — 331.4 Medicare and Medicaid EHR incentives (6.8 ) (0.5 ) —   —   —   (6.8 ) Segment EBITDA (2) 142.3 10.6 (0.8 ) (0.4 ) — 141.5 Less: Interest, net 46.7 3.5 1.0 0.5 — 47.7 Depreciation and amortization 61.9 4.6 1.1 0.6 — 63.0 Equity method loss 0.1 — — — — 0.1 Stock compensation 0.9 0.1 — — — 0.9 Gain on disposal of assets (14.6 ) (1.1 ) — — — (14.6 ) Acquisition related expenses 7.9 0.6 — — — 7.9 Debt extinguishment costs 0.8 0.1 — — — 0.8 Impairment and restructuring charges 5.2 0.4 — — — 5.2 Pension credits (3.9 ) (0.3 ) —   —   —   (3.9 )

Income (loss) from continuing operations before income taxes

$ 37.3   2.8 % $ (2.9 ) (1.5 )% $ —   $ 34.4        

(1)

We eliminate in consolidation those patient service revenues earned by our health care facilities attributable to services provided to enrollees in our owned health plans and eliminate the corresponding medical claims expenses incurred by our health plans for those services.

 

(2)

Segment EBITDA is defined as income from continuing operations before income taxes less interest expense (net of interest income), depreciation and amortization, equity method income or loss, stock compensation, gain or loss on disposal of assets, realized gains or losses on investments, acquisition related expenses, debt extinguishment costs, impairment and restructuring charges and pension expense (credits). Management uses Segment EBITDA to measure the performance of our segments and to develop strategic objectives and operating plans for those segments. Segment EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of which results from acquisitions accounted for under the purchase method of accounting. Segment EBITDA also eliminates the effects of changes in interest rates, which management believes relate to general trends in global capital markets, but are not necessarily indicative of the operating performance of our segments. Management believes that Segment EBITDA provides useful information to investors, lenders, financial analysts and rating agencies about the financial performance of our segments. Additionally, management believes that investors and lenders view Segment EBITDA as an important factor in making investment decisions concerning us. Segment EBITDA is not a substitute for net income, operating cash flows or other cash flow statement data determined in accordance with accounting principles generally accepted in the United States. Segment EBITDA, as presented, may not be comparable to similar measures of other companies.

    VANGUARD HEALTH SYSTEMS, INC. Segment Information (Unaudited) (continued) (In millions)             Year ended June 30, 2012 Acute Care % of Health % of Services Revenues Plans Revenues Eliminations Consolidated Patient service revenues, net (1) $ 5,234.0 100.0 % $ — — % $ (42.4 ) $ 5,191.6 Premium revenues —   —   757.4   100.0   —   757.4   Total revenues 5,234.0 100.0 757.4 100.0 (42.4 ) 5,949.0   Salaries and benefits

(excludes stock compensation)

2,699.9 51.6 37.8 5.0 — 2,737.7 Health plan claims expense (1) — — 621.3 82.0 (42.4 ) 578.9 Supplies 911.5 17.4 0.1 — — 911.6 Other operating expenses 1,130.5 21.6 42.8 5.7 — 1,173.3 Medicare and Medicaid EHR incentives (28.2 ) (0.5 ) —   —     (28.2 ) Segment EBITDA (2) 520.3 9.9 55.4 7.3 — 575.7 Less: Interest, net 184.7 3.5 (1.9 ) (0.3 ) — 182.8 Depreciation and amortization 253.9 4.9 4.4 0.6 — 258.3 Equity method income (1.5 ) — — — — (1.5 ) Stock compensation 9.2 0.2 — — — 9.2 Loss on disposal of assets 0.6 — — — — 0.6 Acquisition related expenses 14.0 0.3 — — — 14.0 Debt extinguishment costs 38.9 0.7 — — — 38.9 Impairment and restructuring charges (0.1 ) — — — — (0.1 ) Pension credits (5.1 ) (0.1 ) —   —   —   (5.1 )

Income from continuing operations before income taxes

$ 25.7   0.5 % $ 52.9   7.0 % $ —   $ 78.6        

(1)

We eliminate in consolidation those patient service revenues earned by our health care facilities attributable to services provided to enrollees in our owned health plans and eliminate the corresponding medical claims expenses incurred by our health plans for those services.

 

(2)

Segment EBITDA is defined as income from continuing operations before income taxes less interest expense (net of interest income), depreciation and amortization, equity method income or loss, stock compensation, gain or loss on disposal of assets, realized gains or losses on investments, acquisition related expenses, debt extinguishment costs, impairment and restructuring charges and pension expense (credits). Management uses Segment EBITDA to measure the performance of our segments and to develop strategic objectives and operating plans for those segments. Segment EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of which results from acquisitions accounted for under the purchase method of accounting. Segment EBITDA also eliminates the effects of changes in interest rates, which management believes relate to general trends in global capital markets, but are not necessarily indicative of the operating performance of our segments. Management believes that Segment EBITDA provides useful information to investors, lenders, financial analysts and rating agencies about the financial performance of our segments. Additionally, management believes that investors and lenders view Segment EBITDA as an important factor in making investment decisions concerning us. Segment EBITDA is not a substitute for net income, operating cash flows or other cash flow statement data determined in accordance with accounting principles generally accepted in the United States. Segment EBITDA, as presented, may not be comparable to similar measures of other companies.

    VANGUARD HEALTH SYSTEMS, INC. Segment Information (Unaudited) (continued) (In millions)             Year ended June 30, 2013 Acute Care % of Health % of Services Revenues Plans Revenues Eliminations Consolidated Patient service revenues (1) $ 5,302.4 100.0 % $ — — % $ (40.1 ) $ 5,262.3 Premium revenues —   —   737.1   100.0   —   737.1   Total revenues 5,302.4 100.0 737.1 100.0 (40.1 ) 5,999.4   Salaries and benefits

(excludes stock compensation)

2,696.5 50.9 37.7 5.1 — 2,734.2 Health plan claims expense (1) — — 617.5 83.8 (40.1 ) 577.4 Supplies 916.9 17.3 0.1 — — 917.0 Other operating expenses 1,209.3 22.8 44.0 6.0 — 1,253.3 Medicare and Medicaid EHR incentives (38.0 ) (0.7 ) —   —   —   (38.0 ) Segment EBITDA (2) 517.7 9.8 37.8 5.1 — 555.5 Less: Interest, net 196.4 3.7 0.6 0.1 — 197.0 Depreciation and amortization 252.9 4.8 4.2 0.6 — 257.1 Equity method income (1.8 ) — — — — (1.8 ) Stock compensation 6.4 0.1 — — — 6.4 Gain on disposal of assets (13.3 ) (0.3 ) — — — (13.3 ) Realized losses on investments 0.3 — — — — 0.3 Acquisition related expenses 8.1 0.2 — — — 8.1 Debt extinguishment costs 2.1 — — — — 2.1 Impairment and restructuring charges 5.2 0.1 — — — 5.2 Pension credits (15.4 ) (0.3 ) —   —   —   (15.4 )

Income from continuing operations before income taxes

$ 76.8   1.4 % $ 33.0   4.5 % $ —   $ 109.8        

(1)

We eliminate in consolidation those patient service revenues earned by our health care facilities attributable to services provided to enrollees in our owned health plans and eliminate the corresponding medical claims expenses incurred by our health plans for those services.

 

(2)

Segment EBITDA is defined as income from continuing operations before income taxes less interest expense (net of interest income), depreciation and amortization, equity method income, stock compensation, gain or loss on disposal of assets, realized gains or losses on investments, acquisition related expenses, debt extinguishment costs, impairment and restructuring charges and pension expense (credits). Management uses Segment EBITDA to measure the performance of our segments and to develop strategic objectives and operating plans for those segments. Segment EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of which results from acquisitions accounted for under the purchase method of accounting. Segment EBITDA also eliminates the effects of changes in interest rates, which management believes relate to general trends in global capital markets, but are not necessarily indicative of the operating performance of our segments. Management believes that Segment EBITDA provides useful information to investors, lenders, financial analysts and rating agencies about the financial performance of our segments. Additionally, management believes that investors and lenders view Segment EBITDA as an important factor in making investment decisions concerning us. Segment EBITDA is not a substitute for net income, operating cash flows or other cash flow statement data determined in accordance with accounting principles generally accepted in the United States. Segment EBITDA, as presented, may not be comparable to similar measures of other companies.

    VANGUARD HEALTH SYSTEMS, INC. Selected Operating Statistics (Unaudited)       Quarter ended

CONSOLIDATED AND SAME STORE:

June 30, 2012 2013 % Change Number of hospitals at end of period 28 28 Licensed beds at end of period 7,064 7,081 Discharges 70,983 68,610 (3.3 )% Adjusted discharges 131,641 129,533 (1.6 ) Average length of stay 4.37 4.46 2.1 Patient days 310,284 306,253 (1.3 ) Adjusted patient days 575,433 578,194 0.5 Patient revenue per adjusted discharge $ 9,659 $ 9,807 1.5 Inpatient surgeries 17,016 16,923 (0.5 ) Outpatient surgeries 33,062 32,155 (2.7 ) Observation cases 18,753 19,754 5.3 Emergency room visits 310,495 308,145 (0.8 ) Health plan member lives 234,500 238,500 1.7 Health plan claims expense percentage 72.1 % 84.2 %  

Uncompensated care as a percent of net patient revenues(prior to these uncompensated care adjustments)

19.5 % 21.6 %   Net patient revenue payer mix: Medicare 26.7 % 26.6 % Medicaid 14.4 16.1 Managed Medicare 10.6 11.1 Managed Medicaid 9.9 11.0 Managed care 35.0 31.8 Commercial 1.3 1.5 Self-pay 2.1   1.9   Total 100.0 % 100.0 %   Discharges by payer: Medicare 29.0 % 28.9 % Medicaid 11.0 8.8 Managed Medicare 12.5 13.3 Managed Medicaid 17.6 18.1 Managed care 22.8 22.7 Commercial 0.5 0.6 Self-pay 6.6   7.6   Total 100.0 % 100.0 %     VANGUARD HEALTH SYSTEMS, INC. Selected Operating Statistics (Unaudited) (continued)     Year ended June 30,   (as adjusted)  

CONSOLIDATED:

2012

2012 (1)

2013 % Change Number of hospitals at end of period 28 28 28 Licensed beds at end of period 7,064 7,064 7,081 Discharges 285,026 285,026 282,607 (0.8 )% Adjusted discharges 518,118 518,118 521,752 0.7 Average length of stay 4.40 4.40 4.48 1.8 Patient days 1,254,121 1,254,121 1,267,183 1.0 Adjusted patient days 2,279,732 2,279,732 2,339,488 2.6 Patient revenue per adjusted discharge $ 9,637 $ 9,541 $ 9,632 1.0 Inpatient surgeries 67,258 67,258 66,231 (1.5 ) Outpatient surgeries 127,402 127,402 125,232 (1.7 ) Observation cases 71,858 71,858 76,580 6.6 Emergency room visits 1,220,357 1,220,357 1,250,800 2.5 Health plan member lives 234,500 234,500 238,500 1.7 Health plan claims expense percentage 76.4 % 76.4 % 78.3 %  

Uncompensated care as a percent of net patient revenues(prior to uncompensated care deductions)

 

19.0 % 19.1 % 21.3 %   Net patient revenue payer mix: Medicare 28.0 % 27.3 % 27.4 % Medicaid 14.2 14.3 13.8 Managed Medicare 10.7 10.8 11.7 Managed Medicaid 9.7 9.8 10.6 Managed care 34.3 34.7 33.1 Commercial 1.3 1.3 1.5 Self-pay 1.8   1.8   1.9   Total 100.0 % 100.0 %   100.0 %   Discharges by payer: Medicare 29.2 % 29.2 % 28.8 % Medicaid 11.4 11.4 9.4 Managed Medicare 12.5 12.5 13.0 Managed Medicaid 16.9 16.9 18.4 Managed care 22.8 22.8 22.3 Commercial 0.5 0.5 0.6 Self-pay 6.7   6.7   7.5   Total 100.0 % 100.0 %   100.0 %      

(1)

Excludes the impact of the updates to Medicare reimbursement estimates.

    VANGUARD HEALTH SYSTEMS, INC. Selected Operating Statistics (Unaudited) (continued)   Year ended June 30,     (as adjusted)  

SAME STORE:

2012

2012 (1)

2013 % Change Number of hospitals at end of period 26 26 26 Licensed beds at end of period 6,198 6,198 6,215 Total revenues, including premium revenues (in millions) $ 5,590.7 $ 5,542.1 $ 5,544.1 — % Net patient service revenues (in millions) $ 5,019.2 $ 4,970.6 $ 5,022.2 1.0 Discharges 261,276 261,276 254,597 (2.6 ) Adjusted discharges 484,619 484,619 478,666 (1.2 ) Average length of stay 4.36 4.36 4.45 2.1 Patient days 1,139,338 1,139,338 1,132,244 (0.6 ) Adjusted patient days 2,113,264 2,113,264 2,128,725 0.7 Patient revenue per adjusted discharge $ 9,640 $ 9,540 $ 9,656 1.2 Inpatient surgeries 60,215 60,215 58,124 (3.5 ) Outpatient surgeries 118,851 118,851 114,835 (3.4 ) Observation cases 65,640 65,640 69,073 5.2 Emergency room visits 1,150,393 1,150,393 1,158,607 0.7 Health plan claims expense percentage 76.6 % 76.6 % 78.4 %  

Uncompensated care as a percent of net patient revenues(prior to uncompensated care deductions)

 

18.0 % 18.2 % 20.0 %   Net patient revenue payer mix: Medicare 27.4 % 26.7 % 27.1 % Medicaid 14.2 14.3 13.8 Managed Medicare 10.9 11.0 12.0 Managed Medicaid 10.1 10.2 10.7 Managed care 34.6 35.0 33.3 Commercial 1.4 1.4 1.5 Self-pay 1.4   1.4   1.6   Total 100.0 % 100.0 %   100.0 %   Discharges by payer: Medicare 28.9 % 28.9 % 28.6 % Medicaid 10.3 10.3 9.0 Managed Medicare 13.1 13.1 13.7 Managed Medicaid 17.7 17.7 18.0 Managed care 23.1 23.1 22.8 Commercial 0.5 0.5 0.6 Self-pay 6.4   6.4   7.3   Total 100.0 % 100.0 %   100.0 %      

(1)

Excludes the impact of the updates to Medicare reimbursement estimates.

 

Vanguard Health Systems, Inc.Investor Contact:Gary Willis, 615-665-6098Senior Vice President and Chief Accounting Officergwillis@vanguardhealth.com