Vanguard Health Systems (proposed VHS) IPOreport
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KiOR (KIOR)

Based in Nashville, Tennessee Vanguard Health Systems (proposed VHS) is scheduling a $550 million IPO with a market capitalization of $1.6 billion at the price range mid-point of $22 for Thursday, June 23, 2011.

SUMMARY

. An acute hospital company growing by acquisition.

. In the last 18 months leveraged buyout shareholders paid themselves $775 million.

. VHS has committed to spending another $850 million -- which is a lot of money for a company with weak financials and an over leveraged balance sheet – to upgrade the recent purchase of the Detroit Medical Center.

VALUATION

. Weak financials: 0.2% profit margin for the nine months ended March 2011, interest took 86% of operating profits

. Annualized P/E ratio of 169 is too high for the sector.

. Most expensive of the hospital group in terms of P/E ratios and price-to-book value

Valuation Ratios

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Annualizing March 9 mos

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

Vanguard Health (VHS)

$1,573

0.3

169

5.4

-2.6

35%

COMPARE

Valuation Ratios

IPO Mrkt

Price /

Price /

Price /

Price /

Gross

Annualized March '11 nine mos

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

Profit %

Vanguard Health (VHS)

$1,573

0.3

169

5.4

-2.6

85%

Tenet Healthcare (THC)*

$2,890

0.3

24.4

1.6

4.0

84%

Universal Health (UHS)

$5,080

0.8

18.5

2.4

-10.1

82%

HCA Holdings (HCA)

$17,480

0.6

17.1

-2.0

-1.3

84%

Community Health Sys (CYH)

$3,820

0.3

14.3

1.7

-2.1

86%

Health Mgt Assc (HMA)

$2,620

0.4

12.4

4.4

-8.2

86%

BUSINESS

As of March 31, 2011, VHS owned and operated 26 hospitals with a total of 6,280 licensed beds, and related outpatient service facilities complementary to the hospitals in San Antonio, Texas; metropolitan Detroit, Michigan; metropolitan Phoenix, Arizona; metropolitan Chicago, Illinois; and Massachusetts, and two surgery centers in Orange County, California.
. As of March 31, 2011, also owned three health plans with approximately 242,300 members.

WEAK NINE MONTHRESULTS

During the nine months ended March 31, 2011, revenue growth was limited by significant challenges including less demand for elective services, some of which related to a weakened general economy, and a shift from services provided to managed care enrollees to uninsured patients or those covered by lower paying Medicare or Medicaid plans.

LEVERAGED BUYOUT

Blackstone sponsored leveraged buyout

83% pre-IPO owned by Blackstone (66%) & Morgan Stanley (17%)

On September 23, 2004, VHS Holdings LLC and Health Systems Acquisition Corp., a newly formed Delaware corporation, The Blackstone Group, together with its affiliates acquired securities representing a majority of VHS’s common equity (the "2004 Merger").

DETROIT MEDICAL CENTER

VHS has committed to spending another $850 million, which is a lot of money for a company with weak financials and an over leveraged balance sheet.

. Effective January 1, 2011, VHS purchased assets of The Detroit Medical Center, a Michigan non-profit corporation which assets consist primarily of eight acute care and specialty hospitals with a combined 1,734 beds in the Detroit, Michigan metropolitan area and related healthcare facilities. VHS paid cash of $368.1 million

. VHS committed to spend $350.0 million during the five years subsequent to closing for the routine capital needs of the DMC facilities and an additional $500.0 million in capital expenditures during this same five-year period
. DMC generated total revenues of $2.1 billion during its most recent fiscal year.

DIVIDEND POLICY

. On January 26, 2011, paid dividends to equity holders of $444.7 million in the aggregate.

. On January 29, 2010, repurchased 14,458,646 shares (adjusted to give effect to the expected stock split) of common stock from stockholders for a purchase price of $300.6 million in the aggregate

. In summary has paid out $775 million to shareholders since January, 2010.

USE OF PROCEEDS

. $512 million from sale of 25 million shares

. Repay debt

Vanguard Health Systems

VHS, C, 6.5

Post IPO shares: 71.5mm

Hospitals

June 30 fiscal

March 9 mos '10

Mrch 9 mos '11

Nashville, TN,

2008

2009

2010

2010

2011

IPO Mkt

Revenues ($mm)

$2,776

$3,185

$3,377

$2,519

$3,394

Cap (mm)

Salaries & benefits

$1,146

$1,234

$1,296

$963

$1,381

$1,573

Salaries & benefits % of rev

41%

39%

38%

38%

41%

@$22

Debt extinguishment costs

---

---

$74

$73

---

Impairment & restructuring

---

$6

$43

$43

$6

Operating profit

$128

$161

$57

$19

$137

Operating profit $ of rev

4.6%

5.1%

1.7%

0.8%

4.0%

Interest

$122

$112

$116

$85

$118

Interest % of operating profit

95%

70%

204%

447%

86%

Net profit (loss) continuing ops

$3

$32

-$45

-$48

$7

Net income (loss) %

0.1%

1.0%

-1.3%

-1.9%

0.2%

Valuation Ratios

IPO Mrkt

Price /

Price /

Price /

Price /

% offered

Annualizing March 9 mos

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

in IPO

Vanguard Health (VHS)

$1,573

0.3

169

5.4

-2.6

35%

SCORECARD

Mgt

Market

Market Do-

Proprie-

Total

1-5, 5 is high

Growth

mination

tary

rating

20 is perfect

2

2

1

1.5

6.5

Valuation Ratios

IPO Mrkt

Price /

Price /

Price /

Price /

Gross

Annualized March '11 nine mos

Cap (mm)

Sales

Earnings

BookValue

TangibleBV

Profit %

Vanguard Health (VHS)

$1,573

0.3

169

5.4

-2.6

85%

Tenet Healthcare (THC)*

$2,890

0.3

24.4

1.6

4.0

84%

Universal Health (UHS)

$5,080

0.8

18.5

2.4

-10.1

82%

HCA Holdings (HCA)

$17,480

0.6

17.1

-2.0

-1.3

84%

Community Health Sys (CYH)

$3,820

0.3

14.3

1.7

-2.1

86%

Health Mgt Assc (HMA)

$2,620

0.4

12.4

4.4

-8.2

86%

*THC: P/E eliminates $1mm tax credit in the September 2010 quarter