**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**

_______________**FORM 10-Q**_______________

| **(Mark One)** |  |                                                                 |
|----------------|--|-----------------------------------------------------------------|
| ** **     |  |                                                                 |
| **x**          |  | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF**         |
|           |  | **THE SECURITIES EXCHANGE ACT OF 1934**                         |
|           |  |                                                                 |
|           |  | **For the quarterly period ended March 31, 2003**               |
|           |  |                                                                 |
|           |  | **OR**                                                          |
| ** **     |  |                                                                 |
| **o**          |  | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF**        |
|           |  | **THE SECURITIES EXCHANGE ACT OF 1934**                         |
|           |  |                                                                 |
|           |  | **For the transition period from ____________ to ____________** |

**Commission File Number: 333-71934**_______________
**VANGUARD HEALTH SYSTEMS, INC.******(Exact name of registrant as specified in its charter)

**Delaware**

**62-1698183**

*(State or other jurisdiction of incorporation or organization)*

* *

*(I.R.S. Employer Identification No.)*

**20 Burton Hills Boulevard, Suite 100Nashville, TN 37215**(Address and zip code of principal executive offices)**(615) 665-6000**(Registrant’s telephone number, including area code)

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed under Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yesx   Noo

          Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yeso   Nox

          There were 232,713 shares of Common Stock outstanding as of May 1, 2003 (all of which are privately owned and not traded on a public market).
********
**VANGUARD HEALTH SYSTEMS, INC.QUARTERLY REPORT ON FORM 10-QTABLE OF CONTENTS**

** **

** **

** **

**Page**

**PART I.**

 

**FINANCIAL INFORMATION**

 

 Item 1.

 

Financial Statements:

 

 

 

**Condensed Consolidated Balance Sheets as of June 30, 2002 and March 31, 2003**

 

3

 

 

**Condensed Consolidated Income Statements for the Three Months and Nine Months ended March 31, 2002 and 2003**

 

4

 

 

**Condensed Consolidated Statements of Cash Flows for the Nine Months ended March 31, 2002 and 2003**

 

5

 

 

**Notes to Condensed Consolidated Financial Statements**

 

6

 Item 2.

 

**Management's Discussion and Analysis of Financial Condition and Results of Operations**

27

Item 3.

 

**Quantitative and Qualitative Disclosures About Market Risk**

44

Item 4.

 

**Controls and Procedures**

44

**PART II. **

 

**OTHER INFORMATION**

 

 Item 2.

**Changes in Securities and Use of Proceeds**

45

Item 6.

 

**Exhibits and Reports on Form 8-K**

 

45

 

 

**Signature**

 

48

 

**Certifications**

48

 

**Index to Exhibits**

51
****
****
****
**PART IFINANCIAL INFORMATION**

**Item 1.    Financial Statements.**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS**

 

**June 30, 2002**

 

 

 

**(Unaudited) March 31, 2003**

 

 

 

 

**ASSETS**

*(In thousands except share amounts)*

 

 
**
 

Current assets:

   Cash and cash equivalents

$

55,408

$

25,298

 

   Accounts receivable, net of allowance for uncollectible accounts of       approximately $23,173 and $46,447 at June 30, 2002 and       March 31, 2003, respectively

169,363

216,185

   Supplies

15,481

28,863

   Prepaid expenses and other current assets

30,392

16,228

 

        Total current assets

270,644

286,574

Property, plant and equipment, net of accumulated depreciation

454,837

724,982

Goodwill

79,078

94,202

Intangible assets, net of accumulated amortization

38,304

39,397

Other assets

9,081

27,178

 

        Total assets

$

851,944

$

1,172,333

 

**LIABILITIES AND STOCKHOLDERS’ EQUITY**

Current liabilities:

   Accounts payable

$

49,676

$

76,791

   Accrued interest

14,365

7,999

   Accrued health claims

22,345

27,858

   Other accrued expenses and current liabilities

92,595

94,103

   Current maturities of long-term debt

3,762

6,620

 

        Total current liabilities

182,743

213,371

Other liabilities

22,461

57,292

 

Long-term debt, less current maturities

311,018

474,940

 

Payable-In-Kind Preferred Stock; $.01 par value, 150,000 combined shares of     Preferred Stock and Payable-In-Kind Preferred Stock authorized, 23,328 and     55,194 shares of Payable-In-Kind Preferred Stock issued and outstanding at     June 30, 2002 and March 31, 2003, respectively, at redemption value

24,106

55,999

Stockholders’ Equity:

Preferred Stock; $1,000 par value, 150,000 combined shares of Preferred Stock     and Payable-In-Kind Preferred Stock authorized, no shares of Preferred     Stock issued and outstanding

—

—

Common Stock; $.01 par value, 600,000 shares authorized, 203,308 and 232,700             shares issued and outstanding at June 30, 2002 and March 31, 2003,respectively

2

2

Additional paid in capital

305,369

353,477

Accumulated other comprehensive loss

—

(597

)

Retained earnings

6,245

17,849

 

        Total liabilities and stockholders’ equity

$

851,944

$

1,172,333

 

See accompanying notes.

-3-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATED INCOME STATEMENTS(Unaudited)**

 

**Three months ended March 31,**

** **

**Nine months ended March 31,**

 

**2002**

** **

**2003**

** **

**2002**

** **

**2003**
******
*(Amounts shown in thousands)*
******
 

Patient service revenues

 

$

186,775

 

$

348,390

 

$

530,687

 

$

775,683

 

Premium revenues

 

 

49,110

54,038

135,635

161,950

 

 

 

 

      Total revenues

 

 

235,885

402,428

666,322

937,633

 

 

 

 

 

Costs and Expenses:

 

 

 

   Salaries and benefits

 

 

99,118

175,264

281,064

402,301

 

   Supplies

 

 

30,040

66,352

83,518

137,749

 

   Medical claims expense

 

 

34,935

40,473

97,400

118,823

 

   Purchased services

 

 

16,827

26,415

48,913

61,494

 

   Provision for doubtful accounts

 

 

11,927

24,179

41,975

51,797

 

   Insurance

2,937

8,538

9,710

21,068

 

   Other operating expenses

 

 

13,466

23,042

38,409

57,048

 

   Rents and leases

 

 

3,782

5,125

10,454

12,630

 

   Depreciation and amortization

 

 

8,672

12,905

23,043

31,966

 

   Interest, net

 

 

7,194

10,351

20,435

24,944

 

   Debt extinguishment costs

 

 

—

—

6,627

—

 

   Other

 

 

(58

)

(809

)

(695

)

(1,192

)

 

 

 

 

 

Income before income taxes

 

 

7,045

10,593

5,469

19,005

 

Income tax expense

 

 

620

3,950

642

7,400

 

 

 

 

 

Net income

 

 

6,425

6,643

4,827

11,605

 

Preferred stock dividends

 

 

(455

)

(960

)

(1,319

)

(1,893

)

 

 

 

 

 

Net income attributable to common    stockholders

 

$

5,970

$

5,683

$

3,508

$

9,712

 

 

 

 

See accompanying notes

-4-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)**

** **

** **

**Nine months ended**

**March 31,**

** **

** **
****
** **

** **

**2002**

** **

**2003**

 

 

*(Amounts shown in thousands)*

Operating activities:

 

 

 

 

 

Net income

 

$

4,827

 

$

11,605

 

Adjustments to reconcile net income to net cash     provided by operating activities:

 

 

 

    Depreciation and amortization

 

23,043

 

31,966

 

    Provision for doubtful accounts

 

41,975

 

51,797

 

    Amortization of loan costs

 

1,018

 

1,142

 

    Debt extinguishment costs

 

6,627

 

—

 

    (Gain) loss on sale of assets

 

(297

)

 

(73

)

 

    Changes in operating assets and liabilities, net of

 

 

 

        effects of acquisitions:

 

 

 

        Accounts receivable

 

(49,307

)

 

(48,577

)

 

        Establishment of accounts receivable of recent acquisitions

 

(1,522

)

 

—

 

        Supplies

 

(474

)

 

(1,248

)

 

        Prepaid expenses and other current assets

 

(1,491

)

 

16,149

 

        Accounts payable

 

(3,781

)

 

929

 

        Accrued expenses and other current liabilities

 

59

 

(25,080

)

 

        Other liabilities

 

4,372

 

28,935

 

 

 

 

Net cash provided by operating activities

 

25,049

 

67,545

 

 

Investing activities:

 

 

 

Acquisitions including working capital settlement payments

 

(59,106

)

 

(297,019

)

 

Capital expenditures

 

(20,483

)

 

(50,140

)

 

Proceeds from asset dispositions

—

1,594

 

Proceeds from joint venture syndication

—

174

 

Other

 

(541

)

 

323

 

 

 

 

Net cash used in investing activities

 

(80,130

)

 

(345,068

)

 

 

Financing activities:

 

 

 

Proceeds from long-term debt

 

300,000

 

167,642

 

Payments of long-term debt and capital leases

 

(153,026

)

 

(3,435

)

 

Payments of loan costs

 

(14,641

)

 

(2,255

)

 

Proceeds from termination of swap agreement

 

—

 

5,460

 

Exercise of stock options

 

20

 

—

 

Proceeds from common stock and PIK preferred stock issuances

 

—

 

80,001

 

 

 

 

Net cash provided by financing activities

 

132,353

 

247,413

 

 

 

Net increase (decrease) in cash and cash equivalents

 

77,272

 

(30,110

)

 

Cash and cash equivalents, beginning of period

 

12,079

 

55,408

 

 

 

 

Cash and cash equivalents, end of period

 

$

89,351

 

$

25,298

 

 

 

Net cash paid for interest

$

22,350

$

27,965

 

 

 

Net cash paid (received) for income taxes

$

873

$

(113

)

 

 

 

 

See accompanying notes

-5-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2003(Unaudited)**

**1.             BASIS OF PRESENTATION AND ORGANIZATION**

****

                The unaudited condensed consolidated financial statements as of March 31, 2003 and for the three months and nine months then endedinclude the accounts of Vanguard Health Systems, Inc. (the “Company”) and its wholly owned and majority-owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States for interim reporting and inaccordance with Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

                In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting of normalrecurring adjustments) necessary for a fair presentation of the financial position and the results of operations for the periods presented.  The results of operations for the periods presented are not necessarily indicative of the expected results for the yearending June 30, 2003.  The interim unaudited condensed consolidated financial statements should be read in connection with the audited consolidated financial statements as of and for the year ended June 30, 2002 included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission.

                The preparation of financial statements in conformity with accounting principles generally accepted in the United States requiresmanagement to make estimates and assumptions that affect the amounts reported in the accompanying unaudited condensed consolidated financial statements and notes.  Actual results could differ from those estimates.

                As of March 31, 2003, the Company owned 15 hospitals with a total of 3,666 beds and related outpatient service locations complementaryto the hospitals providing health care services to the metropolitan Phoenix, Arizona; metropolitan Los Angeles/Orange County, California; metropolitan Chicago, Illinois; and metropolitan San Antonio, Texas markets.  The Company also owned two health plans: a Medicaid managed health plan, Phoenix Health Plan, which served approximately 76,000 members in Arizona as of March 31, 2003; and MacNeal Health Providers, which had responsibility, under capitated contracts covering certain physician and outpatient services, forapproximately 53,000 member lives in metropolitan Chicago, Illinois as of March 31, 2003.

                Certain prior year amounts have been reclassified to conform to current year presentation.

**2.             ADOPTION OF ACCOUNTING PRONOUNCEMENTS**

                During the fourth quarter of the fiscal year ended June 30, 2002, the Company adopted the provisions of Statement of FinancialAccounting Standards No. 145, *Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections* (“SFAS 145”).  The FASB issued SFAS 145 during April 2002.  SFAS 145 prohibits the classificationof gains or losses from debt extinguishments as extraordinary items unless the criteria outlined in APB Opinion No. 30, *Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual andInfrequently Occurring Events and Transactions*, are met.  SFAS 145 also eliminates an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects thatare similar to sale-leaseback transactions.  The Company’s unaudited condensed consolidated financial statements for the three months and nine months ended March 31, 2002 have been reclassified to reflect debt extinguishment costs as a component of incomebefore income taxes.  The effects of the reclassification are as follows:

-6-
****
**Table of Contents**

 

 

**Prior to Adoption**

 

**Subsequent to Adoption**

 

 

 

 

(in thousands)

For the three months ended March 31, 2002:

 

 

 

 

 

 

 

Condensed Consolidated Income Statements (unaudited)

 

 

 

 

 

 

 

 

   Income before income taxes and extraordinary item

 

$

7,045

 

$

7,045

   Income before extraordinary item

 

$

4,228

 

$

6,425

   Extraordinary gain on extinguishment of debt

 

$

2,197

 

$

—

 

   Net income

 

$

6,425

 

$

6,425

 

For the nine months ended March 31, 2002:

 

 

 

 

 

 

 

Condensed Consolidated Income Statements (unaudited)

 

 

 

 

 

 

 

 

   Income before income taxes and extraordinary item

 

$

12,096

 

$

5,469

   Income before extraordinary item

 

$

8,568

 

$

4,827

   Extraordinary loss on extinguishment of debt

 

$

(3,741

)

 

$

—

 

   Net income

 

$

4,827

 

$

4,827

 

****

**3.             ACQUISITIONS**

****

**Fiscal 2003 Acquisitions**

                On January 3, 2003, but effective January 1, 2003, the Company, through a majority-owned subsidiary, acquired substantially all of theassets of five acute care hospitals with a total of 1,537 beds and related health care businesses located in San Antonio, Texas, and surrounding areas of south Texas from Baptist Health System (“BHS”), a Texas not-for-profit corporation.  The netpurchase price was $293.8 million, comprised of cash of $246.2 million, $30.0 million of the Company’s Series B payable-in-kind redeemable convertible preferred stock and approximately $17.6 million of the Company’s convertible subordinated notes due 2013bearing interest at 8.18%.  The Company funded the cash portion of the purchase price with $150.0 million of proceeds under the amended 2001 credit facility, $50.0 million from private sales of its common stock and cash on hand of $46.2 million.  The BHSacquisition was accounted for using the purchase method of accounting.  The results of operations of BHS are included in the accompanying condensed consolidated income statement for the three months ended March 31, 2003.  The purchase price allocation forthe BHS acquisition is subject to additional adjustment.

**Fiscal 2002 Acquisitions**

                On June 3, 2002, but effective June 1, 2002, the Company, through a majority-owned acquisition subsidiary, acquired substantially allof the assets of Louis A. Weiss Memorial Hospital (“Weiss”), a 369-bed acute care hospital located in Chicago, Illinois.  The acquisition subsidiary is a joint venture corporation owned 80.1% by the Company and 19.9% by an affiliate of the formerowner of Weiss.  The net cash purchase price was $42.8 million, including a working capital settlement payment of $1.6 million, comprised of assets acquired of $62.1 million and liabilities assumed of $19.3 million.  The Company received $2.5 million forthe minority joint venture partner’s 19.9% interest in the acquisition subsidiary.  The Company funded the acquisition with a portion of the proceeds remaining from the issuance on July 30, 2001 of $300.0 million of its 9.75% Senior Subordinated Notes due2011 (the “9.75% Notes”).  The Weiss acquisition was accounted for using the purchase method of accounting.  The results of operations of Weiss are included in the accompanying condensed consolidated statement of operations for the three andnine months ended March 31, 2003.  The purchase price allocation for the Weiss acquisition is subject to additional adjustment.

****

                On November 1, 2001, the Company completed the acquisition of the assets of Paradise Valley Hospital (“Paradise Valley”), a162-bed acute care hospital located in Phoenix, Arizona.  The net cash purchase price was $55.3 million, comprised of assets acquired of $59.8 million and liabilities assumed of $4.5 million.  The excess of the purchase price over net assets acquired was$4.3 million and has been allocated to net intangible assets and goodwill on the accompanying condensed consolidated balance sheets.  The Company funded the acquisition with a portion of its cash proceeds from the issuance of the 9.75% Notes.  The ParadiseValley acquisition was accounted for using the purchase method of accounting. 

-7-
****
**Table of Contents**

The results of operations of Paradise Valley are included in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2002, and the three and nine months ended March 31,2003.

                The purchase price for the fiscal 2003 acquisitions was allocated as follows (in thousands).

 

 

**BHS**

 

 

Fair value of assets acquired:

 

 

 

 

 

 

 

   Cash

 

 

 

$

20

   Accounts receivable, net

 

 

 

 

50,785

   Other current assets

 

 

 

 

14,035

   Property, plant and equipment

 

 

 

 

248,952

   Other assets

21,900

   Goodwill and intangible assets

 

 

 

 

15,941

 

 

 

 

 

   Assets acquired 

 

 

 

 

351,633

Liabilities assumed

 

 

 

 

57,816

   Purchase price of net assets acquired 

293,817

Payable-In-Kind Preferred Stock issued

 

 

 

 

30,000

Subordinated notes issued 

17,642

 

 

 

 

Cash paid for net assets acquired

 

 

 

$

246,175

 

 

 

 

 

 

 

                This purchase price allocation will be adjusted subsequent to the working capital settlement with the seller and the Company’sfinalization of its estimate of the value of the property, plant and equipment acquired.

                The purchase price for the fiscal 2002 acquisitions was allocated as follows (in thousands).

 

 

**Weiss**

 

**Paradise Valley**

 

**Total**

 

 

Fair value of assets acquired:

 

 

 

 

 

 

 

 

 

 

 

   Cash

 

$

—

 

 

$

2

 

 

$

2

   Accounts receivable, net

 

 

17,179

 

 

 

9,675

 

 

 

26,854

   Other current assets

 

 

3,997

 

 

 

1,884

 

 

 

5,881

   Property, plant and equipment

 

 

40,888

 

 

 

43,896

 

 

 

84,784

   Goodwill and intangible assets

 

 

—

 

 

 

4,309

 

 

 

4,309

 

 

 

 

 

 

 

 

 

     Assets acquired  

 

 

62,064

 

 

 

59,766

 

 

 

121,830

Liabilities assumed

 

 

19,289

 

 

 

4,463

 

 

 

23,752

 

 

 

 

 

 

 

 

 

Cash paid for net assets acquired

 

$

42,775

 

 

$

55,303

 

 

$

98,078

 

 

 

 

 

 

 

 

 

**Pro Forma Results**

                The following table shows the unaudited pro forma results of consolidated operations as if the BHS acquisition had occurred at thebeginning of the period presented, after giving effect to certain adjustments, including the depreciation and amortization of the assets acquired based upon their fair values, changes in net interest expense resulting from changes in consolidated debt and changes inincome and non-income taxes (in thousands).

-8-
****
**Table of Contents**

 

 

 

**Three months ended March 31,**

 

 

**Nine months ended March 31,**

 

 

 

**2002**

 

 

**2003**

 

 

**2002**

 

**2003**

 

 

 

Revenues

 

$

349,938

 

 

$

402,428

 

 

$

973,978

 

$

1,172,453

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

2,563

 

 

 

10,593

 

 

 

(15,459

)

 

10,018

Provision for income taxes

 

 

13

 

 

 

3,950

 

 

 

25

 

 

3,897

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

2,550

 

$

6,643

 

 

$

(15,484

)

$

6,121

 

 

 

 

 

 

 

 

 

 

 

**4.             GOODWILL AND INTANGIBLE ASSETS**

                Effective July 1, 2001, the Company adopted the provisions of SFAS No. 141, *Business Combinations*, and SFAS No. 142, *Goodwilland Other Intangible Assets*.  In accordance with these provisions, the Company reclassified its previous allocations of excess purchase price over net assets acquired between goodwill and intangible assets and re-assessed the amortization lives assigned tointangible assets.  The following table provides information regarding the intangible assets, including deferred loan costs, included on the accompanying condensed consolidated balance sheets as of June 30, 2002 and March 31, 2003 (in thousands).

 

 

** **

** **

**Gross Carrying Amount**

** **

**Accumulated Amortization**

 

 

** **

** **
****
 

 

** **

** **

**June 30, 2002**

** **

**March 31, 2003**

** **

**June 30, 2002**

** **

**March 31, 2003**

 

 

**Class of Intangible Asset**
****
 

Amortized intangible assets:

** **

** **

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Deferred loan costs

 

$

15,000

 

 

$

17,256

 

 

$

1,186

 

 

$

2,328

 

 

    Contracts

 

 

7,910

 

 

 

7,910

 

 

 

1,302

 

 

 

2,105

 

 

    Customer lists

 

 

2,250

 

 

 

2,250

 

 

 

1,480

 

 

 

2,250

 

 

    Other

 

 

3,549

 

 

 

3,798

 

 

 

954

 

 

 

1,451

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Subtotal

 

 

28,709

 

 

 

31,214

 

 

 

4,922

 

 

 

8,134

 

 

 Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

    License and accreditation

 

 

8,013

 

 

 

9,813

 

 

 

—

 

 

 

—

 

 

    Other

 

 

6,504

 

 

 

6,504

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Subtotal

 

 

14,517

 

 

 

16,317

 

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

43,226

 

 

$

47,531

 

 

$

4,922

 

 

$

8,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                Changes in the carrying amount of goodwill from June 30, 2002 to March 31, 2003 follows (in thousands).

 

 

 

**Acute Care Services**

 

**Health Plans**

 

**Total**

 

 

Balance as of June 30, 2002

 

$

67,689

 

$

11,389

 

$

79,078

Accrual of working capital settlement liability

 

 

1,093

 

 

—

 

 

1,093

Adjustments to accrued acquisition costs

 

 

(1,161

)

 

—

 

 

(1,161

)

Acquisition of BHS

15,192

—

15,192

 

 

 

 

 

 

 

Balance as of March 31, 2003

 

$

82,813

 

$

11,389

 

$

94,202

 

 

 

 

 

 

 

                The Company will adjust goodwill once it has finalized the purchase price allocation for the BHS acquisition.

-9-
****
**Table of Contents**

**5.             FINANCING ARRANGEMENTS**

                A summary of the Company’s long-term debt as of June 30, 2002 and March 31, 2003 follows (in thousands):

 

 

 

**June 30, 2002**

 

 

**March 31, 2003**

 

 

 

 

9.75% Senior Subordinated Notes

$

300,000

 

$

300,000

Term loans payable under the amended 2001 credit facility

 

—

 

149,625

8.18% Convertible Subordinated Notes

 

—

 

17,642

Capital leases

9,300

12,242

FAS 133 valuation adjustment

3,343

—

Other

2,137

2,051

 

 

314,780

481,560

Less: current maturities

(3,762

)

(6,620

)

 

 

$

311,018

$

474,940

 

 

 

****

**9.75% Senior Subordinated Notes**

                On July 30, 2001, the Company received gross proceeds of $300.0 million through the issuance of the 9.75% Notes which mature in August2011.  Interest on the 9.75% Notes is payable semi-annually on February 1 and August 1.  The Company may redeem the 9.75% Notes, in whole or in part, at any time from August 1, 2006 to July 31, 2009 at redemption prices ranging from 104.875% to 101.625%,plus accrued and unpaid interest.  The Company may redeem the 9.75% Notes on or after August 1, 2009 at a 100% redemption price plus accrued and unpaid interest.  Additionally, at any time prior to August 1, 2004, the Company may redeem up to 35% of theprincipal amount of the 9.75% Notes with the net cash proceeds of one or more sales of its capital stock at a redemption price of 109.75% plus accrued and unpaid interest to the redemption date; provided that at least 65% of the aggregate principal amount of the9.75% Notes originally issued on July 30, 2001 remains outstanding after each such redemption and notice of any such redemption is mailed within 90 days of each such sale of capital stock.

                Payment of the principal and interest of the 9.75% Notes is subordinate to amounts owed for existing and future senior indebtedness ofthe Company and is guaranteed, jointly and severally, on an unsecured senior subordinated basis by most of the Company’s subsidiaries.  The Company is subject to certain restrictive covenants under the Indenture governing the 9.75% Notes.  The Companyused a portion of the proceeds from the offering to repay all amounts outstanding under its then existing credit facility (the “2000 credit facility”) of approximately $147.0 million.

**Credit facility debt**

                Concurrent with the issuance of the 9.75% Notes, the Company entered into a new senior secured credit facility (the “2001 creditfacility”) with a syndicate of lenders with Banc of America Securities LLC and Morgan Stanley Senior Funding, Inc. serving as joint lead arrangers and book managers and Bank of America, N.A. as administrative agent.  The 2001 credit facility initiallyprovided for up to $125.0 million of outstanding loans and letters of credit on a revolving basis and contemplated, but the lenders did not commit to, additional term loans of up to $250.0 million.  The Company would have been required to obtain commitments fromits existing or new lenders to obtain the term loans, but no approval of the existing lenders was necessary for such term loans.  The applicable interest rate under the 2001 credit facility was based upon either: 1) LIBOR plus a margin ranging from 2.25% to3.25% depending on the Company’s net debt to EBITDA ratio for the most recent four quarters or 2) a base rate plus a margin ranging from 1.25% to 2.25% depending on the Company’s net debt to EBITDA ratio for the most recent four quarters.  TheCompany was subject to certain restrictive and financial covenants under the 2001 credit facility.  Obligations under the 2001 credit facility were guaranteed by most of the Company’s wholly owned domestic subsidiaries and were secured by liens onsubstantially all of the assets of the Company and its subsidiaries and by pledges of the stock of the Company’s subsidiaries.

-10-
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**Table of Contents**

                Upon the acquisition of BHS in January 2003, the Company expanded its 2001 credit facility by adding a $150.0 million term loanfacility to its existing $125.0 million revolving loan facility (“the amended 2001 credit facility).  The Company utilized proceeds from the $150.0 million in term loans to fund a portion of the cash purchase price of the BHS acquisition.  Theinterest rate of the term loans is either: 1) LIBOR plus a margin of 4.25% or 2) a base rate plus a margin of 3.25%.  The outstanding term loans mature on January 3, 2010, and principal repayments of $375,000 are due at the end of each quarter starting on March31, 2003 through December 31, 2008, after which four quarterly repayments of $35,250,000 are due starting on March 31, 2009 up to the maturity date.  The amended 2001 credit facility no longer contemplates any specified amount of additional term loans to theCompany under the facility and, in addition, the facility now requires the approval of the existing lenders representing two-thirds of the then outstanding term loans and revolving loan commitments for any such additional term loans.  As of March 31, 2003, theCompany had outstanding letters of credit of $20.8 million, primarily relating to a performance guaranty required by the contract between AHCCCS and Phoenix Health Plan, which is owned by a subsidiary of the Company.  Otherwise, there were no amounts outstandingunder the revolving loan facility of the amended 2001 credit facility.  The Company is subject to certain restrictive and financial covenants under the amended 2001 credit facility including a total leverage ratio, senior leverage ratio, interest coverage ratioand capital expenditure restrictions.  The Company was in compliance with all such covenants as of March 31, 2003.

                The Company incurred offering costs and loan costs of approximately $11.5 million, $3.5 million and $2.3 million for the 9.75% Notes,the 2001 credit facility and the amended 2001 credit facility, respectively.  The Company capitalized the costs associated with the offering of the 9.75% Notes and the procurement of the 2001 credit facility and amended 2001 credit facility and is amortizingsuch costs to interest expense over the 10-year life of the 9.75% Notes, the 5-year life of the 2001 credit facility and the 7-year life of the amended 2001 credit facility.

**8.18% Convertible Subordinated Notes**

**

                Upon the acquisition of BHS in January 2003, the Company issued approximately $17.6 million of its convertible subordinated notes thatprovide for annual interest payments at 8.18% until maturity on January 3, 2013.  The notes are convertible at any time into the Company’s common stock at a $3,500 per share conversion price.  The Company may not redeem the notes prior to January 1,2008, and must pay premiums of 102% for redemptions during the first year subsequent to January 1, 2008, and 101% for redemptions during the second year subsequent to January 1, 2008, with redemptions thereafter available at par.  Payment of the principal andinterest of the 8.18% Convertible Subordinated Notes is subordinate to amounts owed for existing and future senior indebtedness of the Company.

****

**Derivatives**

                On May 3, 2000, the Company entered into a three-year interest rate collar having a notional principal amount of $67.0 million with alarge financial institution as a result of a provision of the 2000 credit facility requiring the Company to maintain a form of interest rate protection.  The Company adopted the provisions of SFAS 133 effective July 1, 2000 for the collar agreement.  Theinstrument qualified as a cash flow hedge under SFAS 133 and initially expired on May 3, 2003.  The collar agreement included a 90-day settlement period at which time the Company made payments to the hedging financial institution for instances in which 90-dayLIBOR dropped below the designated rate floor of 6.865% or received payments from the hedging financial institution for instances in which the 90-day LIBOR exceeded the designated rate ceiling of 8.0%.  The Company terminated the collar in July 2001 concurrentlywith the issuance of the 9.75% Notes and repayment of the amounts outstanding under the 2000 credit facility resulting in the recognition of debt extinguishment costs – (see Note 8).

                On February 15, 2002, the Company entered into an interest rate swap agreement with Bank of America, N.A., to swap its 9.75% fixedinterest rate on a notional amount of $100.0 million of the 9.75% Notes for a floating rate designated at the 6-month LIBOR rate (the benchmark interest rate) plus a fixed percentage of 3.63%.  The swap agreement matures upon the maturity or redemption of the9.75% Notes but may be terminated by either party at any time.  The floating interest rate was determined for the six-month period in arrears on semi-annual settlement dates of February 1 and August 1.  The swap qualified as a fair value hedge under SFAS133, and the Company elected the shortcut method of accounting due to the highly effective nature of the swap.  On August 13, 2002, the Company terminated the swap agreement resulting in a cash payment to the Company from Bank of America, N.A. of $5.5million.  Approximately $5.3 million of the cash received represented the fair value of the swap as of the termination date, net of interest accrued since the previous settlement date.  The $5.3 million portion of the payment was recorded as a deferred gainand will be amortized as an offset to interest expense using the effective interest method over the remaining life of the 9.75% Notes.  The unamortized deferred gain is included in other liabilities on the accompanying condensed consolidated balance sheet as ofMarch 31, 2003.

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**Table of Contents**

                On January 17, 2003, the Company entered into an agreement with Bank of America, N.A. to swap the variable 90-day LIBOR rate applicableto a notional amount of $147.0 million of its $150.0 million of term loans under the amended 2001 credit facility for a fixed LIBOR rate of 1.77% for the one-year period commencing July 3, 2003 and ending July 3, 2004.  The swap agreement qualifies as a cashflow hedge under SFAS 133, and the Company has elected the shortcut method of accounting due to the highly effective nature of the swap.  The fair market value of the swap agreement as of March 31, 2003, was a liability of $0.6 million and is included in otheraccrued expenses and current liabilities with an offsetting adjustment to accumulated other comprehensive loss on the accompanying condensed consolidated balance sheet as of March 31, 2003.

**6.             RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**

                In January 2003, the FASB issued Interpretation No. 46, *Consolidation of Variable Interest Entities*.  This interpretationof ARB No. 51, *Consolidated Financial Statements*, sets forth criteria under which a company must consolidate certain variable interest entities.  Interpretation No. 46 places increased emphasis on controlling financial interests when determining if acompany should consolidate a variable interest entity.  The Company will adopt the provisions of Interpretation No. 46 during the first quarter of its fiscal year 2004 for existing variable interest entities and is currently in the process of assessing theimpact of this interpretation.

                In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, *Accounting for Stock-Based Compensation– Transition and Disclosure* (“SFAS 148”), which amends SFAS 123, *Accounting for Stock-Based Compensation*.  SFAS 148 does not require adoption of SFAS 123 but provides three transition alternatives for those companies choosing toadopt SFAS 123.  Companies may elect to apply the provisions of SFAS 123 to stock awards granted, modified or settled on a prospective basis, modified prospective basis or by retroactive restatement.  SFAS 148 also requires certain annual and interimdisclosures including expanded accounting policy and pro forma disclosures.  The transition and annual disclosure provisions of SFAS 148 are effective for fiscal years ending after December 15, 2002.  The interim disclosure provisions of SFAS 148 areeffective for interim periods beginning after December 15, 2002.  The Company is in the process of assessing the impact of SFAS 148 on its future results of operations.

                In November 2002, the FASB issued Interpretation No. 45, *Guarantor’s Accounting and Disclosure Requirements for Guarantors,Including Indirect Guarantees of Indebtedness of Others*.  Interpretation No. 45 requires that certain guarantees be recorded at fair value at inception and requires additional disclosures on existing guarantees even if the likelihood of future liabilityunder the guarantees is deemed remote.  The provisions of Interpretation No. 45 are effective for financial statements of interim or annual periods ending after December 15, 2002.  The Company does not expect the Interpretation No. 45 to have a significantimpact on its future results of operations or cash flows.

                In July 2002, the FASB issued Statement of Financial Accounting Standards No. 146, *Accounting for Costs Associated with Exit orDisposal Activities* (“SFAS 146”), which supersedes the provisions of EITF No. 94-3, *Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity*.  SFAS 146 requires companies to establish liabilitiesfor costs to exit an activity when the costs are incurred as opposed to the date when the companies commit to the exit plan.  Exit costs covered by SFAS 146 include, but are not limited to, certain employee severance and relocation costs, lease termination costsand other costs related to restructuring or discontinuing operations.  SFAS 146 is effective for exit activities initiated after December 31, 2002.  The Company does not expect SFAS 146 to have a significant impact on its future results of operations orcash flows.

**7.             STOCK BASED COMPENSATION**

                SFAS 148, issued by the FASB in December 2002, provides alternative transition methods of voluntary adoption of fair-value basedaccounting for stock-based compensation as prescribed by SFAS 123.  The Company has not chosen to implement fair-value accounting for stock-based compensation under any of the transition alternatives outlined in SFAS 148 at this time.  The Company continuesto account for stock-based compensation using the intrinsic value method as provided for under Accounting Principles Board Opinion No. 25 and related FASB Interpretations.  Accordingly, no compensation cost has been recognized for stock options granted for whichthe exercise price was equal to the fair value of the stock options at the date of grant.  All of the Company’s stock options have been granted to employees of the Company.

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**Table of Contents**

                The following table illustrates the effects on net income for the periods presented assuming the Company had applied fair-valueaccounting for stock-based compensation with the following weighted average assumptions:  risk free interest rate of 6.0%, dividend yield of 0.0% and a weighted average option life of 10 years.

**Three months ended March 31,**

**Nine months ended March 31,**

 

 

 

**2002**

 

**2003**

 

 

 

**2002**

 

 

**2003**

 

Net income

 

$

6,425

$

6,643

 

$

4,827

 

$

11,605

 

Pro forma compensation expense from stock options, net of taxes

 

 

(583

)

(555

)

 

 

(1,819

)

 

(1,747

)

 

 

 

 

 

 

 

 

 

 

Pro forma net income

 

$

5,842

$

6,088

 

$

3,008

 

$

9,858

 

 

 

 

 

 

 

 

 

 

 

****

**8.             DEBT EXTINGUISHMENT COSTS**

                Concurrent with the issuance of the 9.75% Notes and repayment of the amounts outstanding under the 2000 credit facility, the Companyexpensed the remaining deferred loan costs associated with the 2000 credit facility of approximately $3.2 million and incurred penalties for the early termination of certain capital leases of $0.2 million, resulting in the recognition of debt extinguishment costsduring the three months ended September 30, 2001.  Additionally, the Company paid approximately $3.7 million in July 2001 representing accrued interest on the interest rate collar and a settlement fee to terminate the collar agreement, which was required underthe 2000 credit facility.  The termination fee of $3.2 million represented the fair market value of the collar agreement as of the termination date and is included in debt extinguishment costs for the nine months ended March 31, 2002.

**9.             SEGMENT INFORMATION**

****

                The Company’s acute care hospitals and related health care businesses are similar in their activities and the economicenvironments in which they operate (i.e. urban markets).  Accordingly, the Company’s reportable operating segments consist of 1) acute care hospitals and related health care businesses, collectively, and 2) health plans consisting of MacNeal HealthProviders, a contracting entity for MacNeal Hospital and Weiss Memorial Hospital, and Phoenix Health Plan, a Medicaid managed health plan in Arizona.

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**Table of Contents**

          The following tables provide condensed financial information by business segment for the three months and nine months ended March 31, 2002 and 2003, respectively,including a reconciliation of EBITDA to income before income taxes (in thousands).

**Three months ended March 31, 2002**

**Three months ended March 31, 2003**
********
**Health Plans**

**Acute Care Services**

**Eliminations**

**Consolidated**

**Health Plans**

**Acute Care Services**

**Eliminations**

**Consolidated**
********
Patient service revenues

$

―

$

186,775

$

―

$

186,775

$

―

$

348,390

$

―

$

348,390

 

Capitation premiums

49,110

―

―

49,110

54,038

―

―

54,038

 

Inter-segment revenues

―

6,676

(6,676

)

―

―

5,997

(5,997

)

­―

 

 

      Total revenues

49,110

193,451

(6,676

)

235,885

54,038

354,387

(5,997

)

402,428

 

 

Operating expenses - external

39,045

173,864

―

212,909

45,229

324,298

―

369,527

 

Operating expenses - inter-segment

6,676

―

(6,676

)

―

5,997

―

(5,997

)

―

 

 

      Total operating expenses

45,721

173,864

(6,676

)

212,909

51,226

324,298

(5,997

)

369,527

 

 

      EBITDA(1)

3,389

19,587

―

22,976

2,812

30,089

―

32,901

 

 

Depreciation and amortization

361

8,311

―

8,672

427

12,478

―

12,905

 

Interest, net

(262

)

7,456

―

7,194

506

9,845

―

10,351

 

Minority interests

―

123

―

123

―

(139

)

―

(139

)

 

Equity method loss (income)

―

(95

)

―

(95

)

―

(936

)

―

(936

)

 

Loss (gain) on sale of assets

―

37

―

37

―

127

―

127

 

Debt extinguishment costs

―

―

―

―

―

―

―

―

 

 

      Income before income taxes

$

3,290

$

3,755

$

―

$

7,045

$

1,879

$

8,714

$

―

$

10,593

 

 

Segment assets

$

49,317

$

750,157

$

799,474

$

53,217

$

1,119,116

$

1,172,333

 

 

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**Table of Contents**

**Nine months ended March 31, 2002**

**Nine months ended March 31, 2003**
********
**Health Plans**

**Acute Care Services**

**Eliminations**

**Consolidated**

**Health Plans**

**Acute Care Services**

**Eliminations**

**Consolidated**
********
Patient service revenues

$

―

$

530,687

$

―

$

530,687

$

―

$

775,683

$

―

$

775,683

 

Capitation premiums

135,635

―

―

135,635

161,950

―

―

161,950

 

Inter-segment revenues

―

19,465

(19,465

)

―

―

19,418

(19,418

)

―

 

 

      Total revenues

135,635

550,152

(19,465

)

666,322

161,950

795,101

(19,418

)

937,633

 

 

Operating expenses - external

108,951

501,959

―

610,910

132,436

730,183

―

862,619

 

Operating expenses - inter-segment

19,465

―

(19,465

)

―

19,418

―

(19,418

)

―

 

 

      Total operating expenses

128,416

501,959

(19,465

)

610,910

151,854

730,183

(19,418

)

862,619

 

 

      EBITDA(1)

7,219

48,193

―

55,412

10,096

64,918

―

75,014

 

 

Depreciation and amortization

988

22,055

―

23,043

1,192

30,774

―

31,966

 

Interest, net

(357

)

20,792

―

20,435

(291

)

25,235

―

24,944

 

Minority interests

―

532

―

532

―

291

―

291

 

Equity method loss (income)

―

(397

)

―

(397

)

―

(1,119

)

―

(1,119

)

 

Loss (gain) on sale of assets

―

(297

)

―

(297

)

―

(73

)

―

(73

)

 

Debt extinguishment costs

―

6,627

―

6,627

―

―

―

―

 

 

      Income (loss) before income taxes

$

6,588

$

(1,119

)

$

―

$

5,469

$

9,195

$

9,810

$

―

$

19,005

 

 

____________________(1) EBITDA is defined as income before interest expense (net of interest income), income taxes, depreciation, amortization, minority interests, gain or loss on sale of assets, equity method income or loss and debt extinguishment costs.  Management believes thatEBITDA provides useful information about the Company’s financial performance to investors, lenders, financial analysts and rating agencies since these groups have historically used EBITDA in the health care industry, along with other measures, to estimate thevalue of a company and to evaluate hospital performance and a company’s leverage capacity and ability to meet its debt service. EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of whichresults from acquisitions accounted for under the purchase method of accounting.  EBITDA also eliminates the effects of changes in interest rates which we believe relate to general trends in global capital markets, but are not necessarily indicative of theCompany’s operating performance.  EBITDA is also used by management to determine compliance with covenants set forth in the Company’s principal bank credit facility, to determine the interest rate applicable to revolving loans under our principalbank credit facility, to measure performance for incentive compensation purposes and as an analytical indicator for purposes of allocating resources to the Company’s operating businesses and assessing their performance.  You should not consider EBITDA inisolation or as 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.  EBITDA, as presented, may not be comparable to similarly titledmeasures of other companies.

****

**10.          COMMITMENTS AND CONTINGENCIES**

****

                In certain of its acquisitions, the Company has committed to meet certain minimum post-acquisition capital expenditure requirements andcertain construction and facility expansion obligations.  Management continually monitors compliance with these commitments.  In addition, management evaluates contingencies based upon the best available information and believes that adequate provision forpotential losses associated with contingencies has been made.  In management’s opinion, based on current available information, these commitments described below will not have a material effect on the Company’s results of operations or financialposition, but the capital expenditure commitments could have an effect on the timing of the Company’s cash flows, including its need to borrow additional amounts under its revolving credit facility.

**Capital Expenditure Commitments**

****

                The Company has committed to make capital expenditures of $200.0 million in the acquisition agreement related to its purchase of theBHS assets and $50.0 million in the acquisition agreement related to its purchase of Phoenix Baptist Hospital and Arrowhead Community Hospital.  As of March 31, 2003, the remaining commitment under the BHS purchase agreement was $190.5 million while theremaining aggregate commitment under the Phoenix Baptist Hospital and Arrowhead Community Hospital agreement was approximately $29.0 million.  The commitments may be satisfied by third parties on behalf of the Company, including construction of medical officebuildings by unrelated developers.  The Company is also in the process of constructing a new acute hospital in the West Valley of metropolitan Phoenix, Arizona and

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**Table of Contents**

completing expansions at several of its existing hospitals.  The total estimated cost to complete the West Valley construction and expansion commitments at existing hospitals was approximately $49.8 million as of March31, 2003.

**Litigation**

****

                The Company is presently, and from time to time, subject to various claims and lawsuits arising in the ordinary course ofbusiness.  Although the results of these claims and lawsuits cannot be predicted with certainty, management believes that the ultimate resolution of these claims and lawsuits will not have a material adverse effect on the Company’s business, financialcondition or results of operations.

**Net Revenue**

****

                Final determinations of amounts earned under the Medicare and Medicaid programs often occur in subsequent years because of audits bythe program, rights of appeal and the application of numerous technical provisions.  Differences between original estimates and subsequent revisions (including final settlements) are included in the condensed consolidated statements of operations in the periodin which the revisions are made.  Management believes that adequate provision has been made for adjustments that may result from final determination of amounts earned under the Medicare and Medicaid programs.  Since implementation of the outpatientprospective payment system in August 2000, the due dates of all Medicare cost reports were extended due to delays in receiving necessary reports from Medicare fiscal intermediaries.  The Company currently has 6 unfiled Medicare cost reports relating to Medicarefiscal year-end 2002.  Net adjustments to third party settlements resulted in an increase to income before income taxes of $3.6 million and $6.1 million for the three months and nine months ended March 31, 2003, respectively, and had no material effect onpre-tax net income for the three months or nine months ended March 31, 2002.

**Governmental Regulation**

****

                Laws and regulations governing the Medicare and Medicaid and other federal health care programs are complex and subject tointerpretation.  The Company’s management believes that the Company is in compliance with all applicable laws and regulations in all material respects and is not aware of any material pending or threatened investigation involving allegations of potentialwrongdoing.  While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from theMedicare, Medicaid and other federal health care programs.

**Acquisitions**

****

                The Company has acquired and will continue to acquire businesses with prior operating histories.  Acquired companies may haveunknown or contingent liabilities, including liabilities for failure to comply with health care laws and regulations, such as billing and reimbursement, fraud and abuse and similar anti-referral laws.  Although the Company institutes policies designed to conformpractices to its standards following completion of acquisitions and attempts to structure its acquisitions as asset acquisitions in which the Company does not assume liability for seller wrongful actions, there can be no assurance that the Company will not becomeliable for past activities that may later be alleged to be improper by private plaintiffs or government agencies.  Although the Company generally seeks to obtain indemnification from prospective sellers covering such matters, there can be no assurance that anysuch matter will be covered by indemnification, or if covered, that such indemnification will be adequate to cover potential losses and fines.

**Professional and General Liability Risks**

****

                As is typical in the health care industry, the Company is subject to potential claims and legal actions in the ordinary course ofbusiness including patient care.  Through May 31, 2002, the Company maintained third-party insurance coverage on a claims-made basis for individual malpractice claims exceeding $1.0 million and annual aggregate claims exceeding $13.6 million.  Due to thelimited availability of carriers willing to underwrite professional and general liability coverage and unfavorable premium quotes received, effective June 1, 2002, the Company established a wholly owned captive subsidiary to insure its professional and generalliability risks at a $10.0 million retention level.  The Company maintains excess coverage with third party insurers for individual claims exceeding $10.0 million per occurrence up to $100.0 million in the aggregate.  The Company intends to complete, duringthe 4th quarter of its fiscal year 2003, a transfer of the loss portfolio of its self-insured retention of reported incidents occurring prior to June 1, 2002, to its wholly owned captive insurance subsidiary.  The

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**Table of Contents**

captive insurance subsidiary intends to fund claims costs from proceeds of premium payments received from the Company.  Although the Company has not experienced a significant increase in the quantity and severity ofprofessional liability claims during the past year, the current industry environment appears to indicate an increase in the quantity and severity of such claims.  Also, as the Company’s period of ownership of its hospitals lengthens, management expects theCompany’s claims volume to increase.  This environment has led to increased costs for professional liability premiums, including reinsurance premiums, which the Company expects to continue into the foreseeable future.

**Guarantees**

                The Company currently guarantees minimum rent revenues to the developers and managers of two medical office buildings located on thecampuses of two of its hospitals through rental shortfall arrangements or master lease agreements.  The Company may also from time to time enter into parent-subsidiary guarantee arrangements in the ordinary course of operating its business.  The Companydoes not expect payments under any of these arrangements to have a significant impact on the Company’s future results of operations or cash flows.

                As part of its contract with the Arizona Health Care Cost Containment System (“AHCCCS”), one of the Company’s healthplans, Phoenix Health Plan, is required to maintain a performance guarantee in the amount of $15.0 million, an amount determined based upon Plan membership and capitation premiums received.  The Company maintains this performance guarantee in the form of suretybonds totaling $5.0 million with independent third party insurers that expire on September 30, 2003 and letters of credit to AHCCCS totaling $10.0 million.  The Company also maintains a $1.0 million letter of credit to collateralize its $5.0 million surety bondwith the third party insurer.

**11.          COMPREHENSIVE INCOME**

                The components of comprehensive income, net of related taxes, are as follows (in thousands).

**Three months ended March 31,**

** **

**Nine months ended March 31,**

 

 

**2002**

** **

**2003**

** **

**2002**

** **

**2003**

 
****
 

Net income

 

$

6,425

 

$

6,643

$

4,827

$

11,605

 

 

Cumulative effect of change in accounting principle-    fair value of interest rate collar

 

 

―

―

164

―

 

Net change in fair value of interest rate collar

 

 

―

―

1,590

―

 

Amortization of transition adjustment

 

 

―

―

(100

)

―

 

Fair value of interest rate swap

―

(597

)

―

(597

)

 

 

 

 

Other comprehensive loss

 

 

―

(597

)

1,654

(597

)

 

 

 

 

Comprehensive income

 

$

6,425

$

6,046

$

6,481

$

11,008

 

                Upon the termination of the interest rate collar agreement in July 2001, the Company reclassified its previously recorded accumulatedother comprehensive loss to debt extinguishment costs.

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****
**Table of Contents**

**12.          FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND                NON-GUARANTOR SUBSIDIARIES**

                The Company conducts substantially all of its business through its subsidiaries.  Most of the Company’s subsidiaries jointlyand severally guarantee the 9.75% Notes and the amended 2001 credit facility on an unconditional basis.  Certain other consolidated entities that are not wholly owned by the Company have not guaranteed the 9.75% Notes in conformity with the provisions of theindenture governing the 9.75% Notes and have not guaranteed the amended 2001 credit facility in conformity with the provisions thereof.  The condensed consolidating financial information for the parent company, the subsidiary guarantors, the non-guarantorsubsidiaries, certain eliminations and the consolidated Company as of June 30, 2002 and March 31, 2003 and for the three months and nine months ended March 31, 2002 and 2003, follows.

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**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING BALANCE SHEETSJune 30, 2002**

 

 

**Parent**

**Guarantor Subsidiaries**

**Combined Non-Guarantors**

**Eliminations**

**Total Consolidated**

 

 

 
**
 

 

 

*(Amounts shown in thousands)*

 

**ASSETS**

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

―

 

 

$

55,040

 

$

368

 

 

$

―

 

$

 

55,408

 

Accounts receivable, net

 

 

―

 

 

 

168,429

 

934

 

 

 

―

 

 

 

169,363

 

Supplies

 

 

―

 

 

 

15,313

 

168

 

 

 

―

 

 

 

15,481

 

Prepaid expenses and other current assets

 

 

2,785

 

 

 

27,349

 

258

 

 

 

―

 

 

 

30,392

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Total current assets

 

 

2,785

 

 

 

266,131

 

1,728

 

 

 

―

 

 

 

270,644

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

―

 

 

 

450,137

 

4,700

 

 

 

―

 

 

 

454,837

 

Goodwill

 

 

―

 

 

 

78,819

 

259

 

 

 

―

 

 

 

79,078

 

Intangible assets, net

 

 

―

 

 

 

38,304

 

―

 

 

 

―

 

 

 

38,304

 

Investments in subsidiaries

 

 

323,855

 

 

 

―

 

―

 

 

 

(323,855

)

 

 

―

 

Other assets

 

 

―

 

 

 

9,058

 

23

 

 

 

―

 

 

 

9,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Total assets

 

$

326,640

 

 

$

842,449

 

$

6,710

 

 

$

(323,855

)

 

$

851,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLDERS’ EQUITY**

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

―

 

 

 

49,460

 

$

216

 

 

 

―

 

 

$

49,676

 

Accrued expenses and other current liabilities

 

 

5

 

 

 

128,819

 

481

 

 

 

―

 

 

 

129,305

 

Current maturities of long-term debt

 

 

―

 

 

 

3,599

 

163

 

 

 

―

 

 

 

3,762

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Total current liabilities

 

 

5

 

 

 

181,878

 

860

 

 

 

―

 

 

 

182,743

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

5,136

 

 

 

17,325

 

―

 

 

 

―

 

 

 

22,461

 

Long-term debt, less current maturities

 

 

―

 

 

 

308,335

 

2,683

 

 

 

―

 

 

 

311,018

 

Intercompany

 

 

(14,223

)

 

 

15,482

 

(1,259

)

 

 

―

 

 

 

―

 

Payable-In-Kind Preferred Stock

 

 

24,106

 

 

 

―

 

―

 

 

 

―

 

 

 

24,106

 

Stockholders’ equity

 

 

311,616

 

 

 

319,429

 

4,426

 

 

 

(323,855

)

 

 

311,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Total liabilities and stockholders’ equity

 

$

326,640

 

 

$

842,449

 

$

6,710

 

 

$

(323,855

)

 

$

851,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

****

-19-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING BALANCE SHEETSMarch 31, 2003(Unaudited)**

**Parent**

**Guarantor Subsidiaries**

**Combined Non-Guarantors**

**Eliminations**

**Total Consolidated**

 

 

*(Amounts shown in thousands)*

 

**ASSETS**

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

―

$

19,122

$

6,176

$

―

$

25,298

Accounts receivable, net

―

215,244

941

―

216,185

Supplies

―

28,694

169

―

28,863

Prepaid expenses and other current assets

―

15,150

2,251

(1,173

)

16,228

    Total current assets

―

278,210

9,537

(1,173

)

286,574

Property, plant and equipment, net

―

718,715

6,267

―

724,982

Goodwill

―

93,943

259

―

94,202

Intangible assets, net

―

39,397

―

―

39,397

Investments in subsidiaries

373,855

―

―

(373,855

)

―

Other assets

―

27,155

14,723

(14,700

)

27,178

    Total assets

$

373,855

$

1,157,420

$

30,786

$

(389,728

)

$

1,172,333

**LIABILITIES AND STOCKHOLDERS’ EQUITY**

Current liabilities:

Accounts payable

$

―

$

76,666

$

125

$

―

$

76,791

Accrued expenses and other current liabilities

1,853

127,780

1,896

(1,569

)

129,960

Current maturities of long-term debt

―

6,445

175

―

6,620

    Total current liabilities

1,853

210,891

2,196

(1,569

)

213,371

Other liabilities

6,572

37,057

17,138

(3,475

)

57,292

Long-term debt, less current maturities

―

472,390

2,550

―

474,940

Intercompany

(61,300

)

73,306

(2,063

)

(9,943

)

―

Payable-In-Kind Preferred Stock

55,999

―

―

―

55,999

Stockholders’ equity

370,731

363,776

10,965

(374,741

)

370,731

    Total liabilities and stockholders’ equity

$

373,855

$

1,157,420

$

30,786

$

(389,728

)

$

1,172,333

****

-20-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING INCOME STATEMENTSFor the three months ended March 31, 2002(Unaudited)**

**Parent**

**Guarantor Subsidiaries**

**Combined Non-Guarantors**

**Eliminations**

**Total Consolidated**

 

 

*(Amounts shown in thousands)*

 

** **

 

Patient service revenues

$

―

$

184,862

$

1,913

$

―

$

186,775

Premium revenues

―

49,110

―

―

49,110

        Total revenues

―

233,972

1,913

―

235,885

Salaries and benefits

―

98,622

496

―

99,118

Medical claims expense

―

34,935

―

―

34,935

Supplies

―

29,698

342

―

30,040

Purchased services

―

16,770

57

―

16,827

Insurance

―

2,914

23

―

2,937

Other operating expenses

1

13,287

178

―

13,466

Provision for doubtful accounts

―

11,933

(6

)

―

11,927

Rents and leases

―

3,651

131

―

3,782

Depreciation and amortization

―

8,583

89

―

8,672

Interest, net

―

7,180

14

―

7,194

Management fees

―

(42

)

42

―

―

Debt extinguishment costs

―

―

―

―

―

Other

―

(58

)

―

―

(58

)

        Total costs and expenses

1

227,473

1,366

―

228,840

Net income (loss) before income taxes

(1

)

6,499

547

―

7,045

Income tax expense

614

6

―

―

620

Equity in earnings of subsidiaries

7,040

―

―

(7,040

)

―

Net income

$

6,425

$

6,493

$

547

$

(7,040

)

$

6,425

-21-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING INCOME STATEMENTSFor the three months ended March 31, 2003(Unaudited)**

**Parent**

**Guarantor Subsidiaries**

**Combined Non-Guarantors**

**Eliminations**

**Total Consolidated**

 

 

*(Amounts shown in thousands)*

 

** **

 

Patient service revenues

$

―

$

346,347

$

2,043

$

―

$

348,390

Premium revenues

―

54,038

5,094

(5,094

)

54,038

        Total revenues

―

400,385

7,137

(5,094

)

402,428

Salaries and benefits

―

174,734

530

―

175,264

Medical claims expense

―

40,473

―

―

40,473

Supplies

―

65,962

390

―

66,352

Purchased services

―

26,360

55

―

26,415

Insurance

―

8,496

5,136

(5,094

)

8,538

Other operating expenses

―

22,873

169

―

23,042

Provision for doubtful accounts

―

24,159

20

―

24,179

Rents and leases

―

4,999

126

―

5,125

Depreciation and amortization

―

12,774

131

―

12,905

Interest, net

―

10,744

(393

)

―

10,351

Management fees

―

(44

)

44

―

―

Other

―

(809

)

―

―

(809

)

        Total costs and expenses

―

390,721

6,208

(5,094

)

391,835

Net income before income taxes

―

9,664

929

―

10,593

Income tax expense

3,968

(18

)

―

―

3,950

Equity in earnings (loss) of subsidiaries

10,611

―

―

(10,611

)

―

Net income

$

6,643

$

9,682

$

929

$

(10,611

)

$

6,643

-22-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING INCOME STATEMENTSFor the nine months ended March 31, 2002(Unaudited)**

****

**Parent**

**Guarantor Subsidiaries**

**Combined Non-Guarantors**

**Eliminations**

**Total Consolidated**

 

 

*(Amounts shown in thousands)*

 

** **

 

Patient service revenues

$

―

$

524,344

$

6,343

$

―

$

530,687

Premium revenues

―

135,635

―

―

135,635

        Total revenues

―

659,979

6,343

―

666,322

Salaries and benefits

―

279,538

1,526

―

281,064

Medical claims expense

―

97,400

―

―

97,400

Supplies

―

82,456

1,062

―

83,518

Purchased services

―

48,737

176

―

48,913

Insurance

―

9,641

69

―

9,710

Other operating expenses

5

37,869

535

―

38,409

Provision for doubtful accounts

―

41,938

37

―

41,975

Rents and leases

―

10,055

399

―

10,454

Depreciation and amortization

―

22,839

204

―

23,043

Interest, net

(1

)

20,375

61

―

20,435

Management fees

―

(139

)

139

―

―

Debt extinguishment costs

―

6,627

―

―

6,627

Other

―

(695

)

―

―

(695

)

        Total costs and expenses

4

656,641

4,208

―

660,853

Net income (loss) before income taxes

(4

)

3,338

2,135

―

5,469

Income tax expense

626

16

―

―

642

Equity in earnings (loss) of subsidiaries

5,457

―

―

(5,457

)

―

Net income

$

4,827

$

3,322

$

2,135

$

(5,457

)

$

4,827

-23-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING INCOME STATEMENTSFor the nine months ended March 31, 2003(Unaudited)**

**Parent**

**Guarantor Subsidiaries**

**Combined Non-Guarantors**

**Eliminations**

**Total Consolidated**

 

 

*(Amounts shown in thousands)*

 

** **

 

Patient service revenues

$

―

$

769,682

$

6,002

$

―

$

775,683

Premium revenues

―

161,949

12,590

(12,590

)

161,950

        Total revenues

―

931,631

18,592

(12,590

)

937,633

Salaries and benefits

―

400,702

1,598

―

402,301

Medical claims expense

―

118,823

―

―

118,823

Supplies

―

136,640

1,109

―

137,749

Purchased services

―

61,283

212

―

61,494

Insurance

―

20,942

12,716

(12,590

)

21,068

Other operating expenses

―

56,587

461

―

57,048

Provision for doubtful accounts

―

51,725

72

―

51,797

Rents and leases

―

12,237

393

―

12,630

Depreciation and amortization

―

31,688

278

―

31,966

Interest, net

―

25,988

(1,044

)

―

24,944

Management fees

―

(131

)

131

―

―

Other

―

(1,192

)

―

―

(1,192

)

―

915,292

15,926

(12,590

)

918,628

Net income before income taxes

―

16,339

2,666

―

19,005

Income tax expense

7,355

45

―

―

7,400

Equity in earnings (loss) of subsidiaries

18,960

―

―

(18,960

)

―

Net income

$

11,605

$

16,294

$

2,666

$

(18,960

)

$

11,605

-24-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFor the nine months ended March 31, 2002(Unaudited)**

**Parent**

**Guarantor Subsidiaries**

**Combined Non-Guarantors**

**Eliminations**

**Total Consolidated**

 

 

*(Amounts shown in thousands)*

 

** **

 

Operating activities:

Net income

$

4,827

$

3,322

$

2,135

$

(5,457

)

$

4,827

Adjustments to reconcile net income to net cash     (used in) provided by operating activities:

    Depreciation and amortization

―

22,839

204

―

23,043

    Provision for doubtful accounts

―

41,937

38

―

41,975

    Amortization of loan costs

―

1,018

―

―

1,018

    Loss (gain) on sale of assets

―

(297

)

―

―

(297

)

    Debt extinguishment costs

―

6,627

―

―

6,627

Changes in operating assets and liabilities, net of     effects of acquisitions:

    Equity in earnings of subsidiaries

(5,457

)

―

―

5,457

―

    Accounts receivable

―

(49,632

)

325

―

(49,307

)

    Establishment of accounts receivable of recent         acquisitions

―

(1,522

)

―

―

(1,522

)

    Supplies

―

(417

)

(57

)

―

(474

)

    Prepaid expenses and other current assets

(38

)

(1,265

)

(188

)

―

(1,491

)

    Accounts payable

―

(3,591

)

(190

)

―

(3,781

)

    Accrued expenses and other current liabilities

(3,039

)

3,043

55

―

59

    Other liabilities

―

4,216

156

―

4,372

Net cash (used in) provided by operating activities

(3,707

)

26,278

2,478

―

25,049

Investing activities:

Acquisitions, including working capital settlement     payments

―

(59,106

)

―

―

(59,106

)

Capital expenditures

―

(20,474

)

(9

)

―

(20,483

)

Proceeds from asset sales

―

―

―

―

―

Other

―

(536

)

(5

)

―

(541

)

Net cash used in investing activities

―

(80,116

)

(14

)

―

(80,130

)

Financing activities:

Proceeds from long-term debt

―

300,000

―

―

300,000

Payments of long-term debt and capital leases

―

(152,645

)

(381

)

―

(153,026

)

Payments of loan costs

―

(14,641

)

―

―

(14,641

)

Cash provided by intercompany activity

3,687

(1,419

)

(2,268

)

―

―

Exercise of stock options

20

―

―

―

20

Net cash provided by (used in) financing activities

3,707

131,295

(2,649

)

―

132,353

Net (decrease) increase in cash and cash equivalents

―

77,457

(185

)

―

77,272

Cash and cash equivalents, beginning of period

―

11,734

345

―

12,079

Cash and cash equivalents, end of period

$

―

$

89,191

$

160

$

―

$

89,351

-25-
****
**Table of Contents**

**VANGUARD HEALTH SYSTEMS, INC.CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFor the nine months ended March 31, 2003(Unaudited)**

**Parent**

**Guarantor Subsidiaries**

**Combined Non-Guarantors**

**Eliminations**

**Total Consolidated**

 

 

*(Amounts shown in thousands)*

 

** **

 

Operating activities:

Net income

$

11,605

$

16,294

$

2,666

$

(18,960

)

$

11,605

Adjustments to reconcile net income to net cash     provided by operating activities:

    Depreciation and amortization

―

31,688

278

―

31,966

    Provision for doubtful accounts

―

51,725

72

―

51,797

    Amortization of loan costs

―

1,142

―

―

1,142

    Loss (gain) on sale of assets

―

(73

)

―

―

(73

)

    Debt extinguishment costs

―

―

―

―

―

Changes in operating assets and liabilities, net of     effects of acquisitions:

    Equity in earnings (loss) of subsidiaries

(18,960

)

―

―

18,960

―

    Accounts receivable

―

(48,497

)

(80

)

―

(48,577

)

    Establishment of accounts receivable of recent         acquisitions

―

―

―

―

―

    Supplies

―

(1,247

)

(1

)

―

(1,248

)

    Prepaid expenses and other current assets

2,785

15,358

(1,994

)

―

16,149

    Accounts payable

―

1,020

(91

)

―

929

    Accrued expenses and other current liabilities

1,849

(28,344

)

1,415

―

(25,080

)

    Other liabilities

1,436

25,061

2,438

―

28,935

Net cash provided by operating activities

(1,285

)

64,127

4,703

―

67,545

Investing activities:

Acquisitions, including working capital settlement     payments

―

(297,019

)

―

―

(297,019

)

Capital expenditures

―

(49,894

)

(246

)

―

(50,140

)

Proceeds from asset dispositions

―

1,594

―

―

1,594

Other

―

498

(1

)

―

497

Net cash used in investing activities

―

(344,821

)

(247

)

―

(345,068

)

Financing activities:

Proceeds from long-term debt

―

167,642

―

―

167,642

Payments of long-term debt and capital leases

―

(3,314

)

(121

)

―

(3,435

)

Payments of loan costs

―

(2,255

)

―

―

(2,255

)

Cash provided by (used in) intercompany activity

(78,716

)

77,243

1,473

―

―

Proceeds from termination of swap agreement

―

5,460

―

―

5,460

Proceeds from common and preferred stock issuances

80,001

―

―

―

80,001

Net cash provided by (used in) financing activities

1,285

244,776

1,352

―

247,413

Net increase (decrease) in cash and cash equivalents

―

(35,918

)

5,808

―

(30,110

)

Cash and cash equivalents, beginning of period

―

55,040

368

―

55,408

Cash and cash equivalents, end of period

$

―

$

19,122

$

6,176

$

―

$

25,298

-26-
****
**Table of Contents**

**Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.**

****

                You should read this discussion together with our unaudited condensed consolidated financial statements and related notes includedwithin this report.

**Forward Looking Statements**

****

                This report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws which areintended to be covered by the safe harbors created thereby.  Forward-looking statements are those statements that are based upon management’s current plans and expectations as opposed to historical and current facts and are often identified herein by useof words including but not limited to  “may,” “believe,” “will,” “project,” “expect”, “estimate,” “anticipate,” and “plan.”  These statements are based uponestimates and assumptions made by the Company’s 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. These factors, risks and uncertainties include, among others, the following:

                •  Our high degree of leverage

                •  Our ability to incur substantially more debt

                •  Operating and financial restrictions in our debt agreements

                •  Our ability to successfully implement our business strategies

                •  Our ability to successfully integrate our recent and any future acquisitions

                •  The highly competitive nature of the health care industry

                •  Governmental regulation of the industry including Medicare and Medicaid reimbursement levels

                •  Pressures to contain costs by managed care organizations and other insurers and our ability to negotiateacceptable                    terms with these third party payers

                •  Our ability to attract and retain qualified management and personnel, including physicians and nurses

                •  Our ability to complete value-added acquisitions and to effectively and efficiently integrate those operations                    within our corporate goals and objectives

                •  Potential federal or state reform of health care

                •  Future governmental investigations

                •  Costs associated with newly enacted HIPAA regulations and other management information systemsintegrations

                •  The availability of capital to fund our corporate growth strategy

                •  Potential lawsuits or other claims asserted against us

                •  Our ability to continue our current level of health plan revenues by extending our contract with                     the Arizona Health Care Cost Containment System beyond its current termination date of September 30, 2003.

                •  Our ability to maintain or increase patient membership and control costs of our managed health care plans

                •  Changes in general economic conditions

-27-
****
**Table of Contents**

                •  Increased cost of professional and general liability insurance and increases in the quantity and severity                   of professional liability claims

                Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of newinformation, future events or otherwise.  We advise you, however, to consult any additional disclosures we make in our other filings with the Securities and Exchange Commission, including, without limitation, the discussion of risks and other uncertainties underthe caption “Risk Factors” contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.  You are cautioned not to rely on such forward-looking statements when evaluating the information contained in thisreport.  In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as a representation by the Company that its objectives and plans anticipated by theforward-looking statements will occur or be achieved, or if any of them do, what impact they will have on the Company’s results of operations and financial condition.

**Overview**

****

                As of March 31, 2003, we owned and operated 15 hospitals with a total of 3,666 licensed beds, and related outpatient service locationscomplementary to the hospitals providing health care services to the metropolitan Phoenix, Arizona, Chicago, Illinois, San Antonio, Texas, and Los Angeles/Orange County, California markets.  We also owned two health plans: a Medicaid managed health plan, PhoenixHealth Plan, which serves approximately 76,000 members in Arizona; and MacNeal Health Providers, which has responsibility, under capitated contracts covering certain physician and outpatient services, for approximately 53,000 member lives in metropolitan Chicago,Illinois.  Our objective is to provide high-quality, cost-effective health care services in the communities we serve.  We focus our operations and business development in urban and suburban markets, specifically those facilities where we identify anopportunity to improve operating performance and profitability and increase market share, either through a network of hospitals and other health care facilities or a single well-positioned facility.  We were incorporated in July 1997 and acquired our firsthospital, Maryvale Hospital Medical Center, on June 1, 1998.

****

**Impact of Acquisitions**

****

                Acquiring acute care hospitals in urban and suburban markets is a key part of our business strategy.  Since we have grown mostyears through acquisitions, it is difficult to make meaningful comparisons between our financial statements for the fiscal periods presented.  In addition, we own a relatively small number of hospitals that can cause an individual acquisition to have a materialeffect on our overall operating performance.  At the time we acquire a hospital, we generally implement a number of measures to lower costs and may also make significant investments in the facility to expand services, strengthen the medical staff and improve ouroverall market position.  The effects of these initiatives are not generally realized immediately.  Therefore, the financial performance of a newly acquired hospital may adversely affect our overall performance in the short term.

                On January 3, 2003, but effective January 1, 2003, we acquired substantially all of the assets of five acute care hospitals with atotal of 1,537 beds and related health care businesses located in and around San Antonio, Texas, from Baptist Health System (“BHS”).  The BHS acquisition purchase price was $293.8 million, comprised of cash of $246.2 million, $30.0 million of ourSeries B payable-in-kind preferred redeemable preferred stock and approximately $17.6 million of our convertible subordinated notes due 2013 bearing interest at 8.18%.  We funded the cash portion of the purchase price with $150.0 million of proceeds under ouramended 2001 credit facility, $50.0 million from private sales of our common stock and $46.2 million of cash on hand.  The operations of BHS are included the condensed consolidated statement of operations for the three months ended March 31, 2003.

                On June 3, 2002, but effective June 1, 2002, we acquired, through a majority-owned acquisition subsidiary, substantially all of theassets of Louis A. Weiss Memorial Hospital (“Weiss”) in Chicago, Illinois, for a net cash purchase price of $42.8  million, including a working capital settlement payment of $1.6 million, comprised of assets acquired of $62.1 million and liabilitiesassumed of $19.3 million.  The Company owns 80.1% of the acquiring joint venture corporation with an affiliate of the seller maintaining a 19.9% ownership interest.  The Company received $2.5 million for the minority joint venture partner’s 19.9%interest in the acquisition subsidiary.  We financed the acquisition with a portion of the proceeds from the issuance of the 9.75% Notes.  The operations of Weiss are included in the condensed consolidated statements of operations for the three months andnine months ended March 31, 2003.

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**Table of Contents**

                On November 1, 2001, we acquired the assets of Paradise Valley Hospital in Phoenix, Arizona (“Paradise Valley”) forapproximately $59.8 million, comprised of cash paid of $55.3 million and assumed liabilities of $4.5 million.  We financed the acquisition with a portion of our cash proceeds from the July 30, 2001 issuance of our 9.75% Senior Subordinated Notes due 2011 (the“9.75% Notes”).

**Operational Strategies and Related Risks**

****

                In order to increase revenues and enhance operating margins, the Company’s management has implemented several operatinginitiatives including the following:

 •

  

Expanding the spectrum of health care services provided by our facilities.  We believe that a key factor in increasing patient volume is to provide the communities we serve a comprehensive medical solution.  Thisstrategy requires effective recruiting and retention programs for general practitioners and specialists and maintaining quality nursing support as well as a commitment to capital projects to service the existing facility framework and to provide currenttechnology.  Also, completing strategic acquisitions to allow for consolidation of specialty practices at certain locations will provide our patients with more effective and efficient care while improving the Company’s operating performance.

 

 

 

 •

  

Providing continuous training and education to our hospital management teams to identify areas in which operating efficiencies can realistically be achieved.  We believe that the key to providing the most effective andefficient health care services as well as administrative functions lies in both effective recruiting and retention programs and continual training and education support.  Our relationships with the University of Chicago at our MacNeal and Weiss hospitals inmetropolitan Chicago, Illinois, demonstrate one of our many commitments to professional development for both health care professionals and administrative staff.

 

 

 

 •

  

Identifying geographic markets that provide a strategic fit with the Company’s goals and objectives.  We expect to continue pursuing acquisition activities in markets where we can obtain significant market share andcapture additional volume of the aging U.S. population.  According to the U.S. Census Bureau there are approximately 35 million Americans aged 65 or older in the United States today, comprising approximately 13% of the total U.S. population.  By the year2030 the number of these elderly persons is expected to climb to 69 million, or 20% of the total population.  We believe our initiatives will position us to capitalize on this demographic trend.  Obtaining significant market share in key geographic marketsprovides opportunities to expand services to those communities, provides flexibility in negotiations with managed care and other third party payers and strengthens our base for recruitment of health care professionals.

                Although we expect the initiatives above to increase our patient volume, the following risk factors could offset those increases torevenues:

 •

 

Managed care, Medicare and Medicaid revenues are significant to our business and are subject to pricing pressures.  For the nine months ended March 31, 2003, discharges attributable to managed care, Medicare and Medicaidwere 56%, 28% and 13% of total discharges, respectively.  For the nine months ended March 31, 2003, managed care, Medicare and Medicaid payers accounted for 55%, 30% and 9% of gross patient revenues, respectively.  These payers receive significant discountscompared to other payers, and these payers continually seek to reduce payments to lower the cost of health care for their members.  We are also at risk for highly acute cases reimbursed by payers under pre-determined, fixed rates.

 

 

 

•

 

Many procedures once performed exclusively at hospitals are now being provided on an outpatient basis.  Advances in technology and the focus of payers on treating lower acuity patients in a less expensive setting havedriven the increase in outpatient utilization.  For the nine months ended March 31, 2003, 65% of total surgeries performed were outpatient surgeries.  Outpatient revenues as a percentage of total gross patient revenues were 36% for both the nine monthsended March 31, 2002 and 2003.  The significance of outpatient utilization is offset somewhat by the aging of the baby boomer population, which supports increased inpatient days and surgeries.  Typically, the payments we receive for outpatient proceduresare less than those for the same procedure in an inpatient setting.

 

 

 

 

 

Intense market competition may limit our ability to enter choice markets or recruit and retain quality health

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**Table of Contents**

 

 

care personnel.  We face growing competition in our industry.  Consolidation of hospitals into for-profit or not-for-profit systems continues to increase as other hospital companies realize that regional marketstrength is pivotal in efficiently providing comprehensive health care services, recruiting and retaining qualified health care professionals and effectively managing payer relationships.  We anticipate that such consolidation and increased competition willcontinue to increase in the near future.

**General Trends**

                Federal regulators, including the U.S. Department of Justice, the Office of the Inspector General of the U.S. Department of Health andHuman Services and the Centers for Medicare and Medicaid Services (“CMS”), have recently intensified their scrutiny of Medicare outlier payments to hospitals.  Medicare outlier payments are additional funds provided to hospitals for the treatment ofpatients who require more costly treatment than the typical patient.  Congress has mandated that CMS limit Medicare outlier payments to between five and six percent of total DRG payments.  To achieve this mandate, in recent years CMS periodically adjustedthe cost threshold used to determine eligibility and allocation of available Medicare outlier payments.  CMS has recently begun analyzing data to identify hospitals with high outlier payments for further audit or review.  Based upon data from our mostrecently filed Medicare cost reports, our Medicare outlier payments as a percentage of total Medicare DRG payments and as a percentage of total gross charges from all payer categories are 2.7% and 0.2%, respectively, which include the effects of the BHS and Weisshospitals for a full one-year period.  Thus, we do not believe that we have a high level of outlier payments.  However, in March 2003, CMS proposed a rule that would modify the outlier formula in an effort to more accurately distribute outlier payments fromthe outlier pool to hospitals.  These changes include allowing fiscal intermediaries to utilize more recent tentative cost report information to determine outlier payments, requiring the use of hospital-specific cost to charge ratios in most cases andestablishing a mechanism of recoupment of previous overpayments.  The current outlier threshold amount was not adjusted, but is subject to future adjustment pending further review of inpatient claims by CMS.  Based on the most recently proposed guidelines,we do not believe that our current level of outlier payments will be significantly affected.

                Certain other hospital companies have recently requested approval from CMS to adopt policies to provide discounts from gross charges tocertain patients without qualifying insurance.  If these policies are approved by CMS, we intend to adopt similar policies.  Given that approval of such policies is pending, we have not yet formalized the specifics of our plan and, therefore, cannot predictthe impact of such policy on our future operating results at this time.

                Many states, including certain states in which we operate, have reported budget deficits as a result of increased costs and lower thanexpected tax collections.  Health and human service programs, including Medicaid and similar programs, represent a significant component of state spending.  To address these budgetary concerns, certain states have proposed and others may propose decreasedfunding for these programs.  If these funding decreases are approved by the states in which we operate, our operating results and cash flows could be materially reduced.

****

                Upon renewal of our insurance policies effective June 1, 2002, we experienced a significant increase in premiums paid to insurancecarriers, especially for professional and general liability coverage.  Prior to June 1, 2002, we maintained third-party insurance coverage on a claims-made basis for individual malpractice claims exceeding $1.0 million and annual aggregate claims exceeding $13.6million.  Effective June 1, 2002, we established a wholly owned captive insurance subsidiary to insure our professional and general liability risks for individual claims up to $10.0 million, which resulted in a significant increase in accrual for claims incurredprior to June 1, 2002, but not reported until after June 1, 2002.  The cost of insurance has negatively affected operating results and cash flows throughout the health care industry due to pricing pressures on insurers and fewer carriers willing to underwriteprofessional and general liability insurance.  We are currently in the process of negotiating our professional and general liability coverage for the period June 1, 2003 to May 31, 2004.  We intend to continue to insure our professional and generalliability risks for individual claims through our captive insurance subsidiary at a retention level ranging from $5.0-$10.0 million.  Although we have not experienced a significant increase in the quantity and severity of professional liability claims during thepast year, the current industry environment appears to indicate an increase in the quantity and severity of such claims.  This environment has led to increased costs in professional liability premiums, which we expect to continue into the foreseeablefuture.

                In February 2002, the Pennsylvania Insurance Commissioner placed PHICO Insurance Company into liquidiation.  PHICO provided ourprofessional and general liability coverage during the period June 1, 1999 to May 31, 2000.  We are aware of multiple claims for which PHICO is responsible under this policy.  Our costs for these claims may be subject to partial reimbursement fromPHICO’s estate or certain reinsurance companies.  While we are unable to predict the outcome of

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**Table of Contents**

these claims, management believes that our professional and general liability reserve is adequate to cover such claims should PHICO not be able to pay all or a portion of the claims.

                During the year ended June 30, 2002 and the nine months ended March 31, 2003, we renegotiated many of our contracts with managed carepayers to improve reimbursement rates and improve operating results and cash flows.  Managed care payers are subject to pricing pressures, which often complicates our renegotiation efforts.  When renegotiating contracts with improved reimbursement, we have,in some cases, experienced volume declines from the managed care payers.  Management continually reviews its portfolio of managed care relationships and attempts to balance pricing and volume issues; however, as long as strong competition remains in the marketswe serve, these challenges will continue.  Our future operating results and cash flows could be materially adversely impacted to the extent we are unable to achieve positive reimbursement arrangements while maintaining patient volume.

                The hospital industry continues to face a nationwide shortage of nurses.  We have experienced particular difficulty in retainingand recruiting nurses in our Phoenix, Arizona and Los Angeles/Orange County, California markets.  Recent reports forecast this shortage to continue into the near future.  We have begun a comprehensive recruiting and retention plan for nurses that focuses oncompetitive salaries and benefits as well as employee satisfaction, best practices, tuition assistance, effective training programs and workplace environment.  However, should we be unsuccessful in our attempts to maintain nursing coverage adequate for ourpresent and future needs, our future operating results could be adversely impacted.

**Results of Operations**

****

                The following tables present a summary of our operating results for the three-month and nine month periods ended March 31, 2002 and2003.

** **

** **

**(Unaudited) Three months ended March 31,**

 

** **

** **

 

** **

** **

**2002**

**2003**

 

** **

** **

**Amount**

**%**

**Amount**

**%**

** **

** **
********
** **

** **

*(In millions)*

 

Revenues

 

$

235.9

 

100.0

%

$

402.4

 

100.0

%

 

 

Salaries and benefits

99.1

42.0

%

175.3

43.6

%

 

Supplies

 

 

30.0

12.7

%

66.4

16.5

%

 

Medical claims expense

 

 

34.9

14.8

%

40.5

10.0

%

 

Insurance

2.9

1.2

%

8.5

2.1

%

 

Other operating expenses

 

 

34.2

14.5

%

54.6

13.6

%

 

Provision for doubtful accounts

 

 

11.9

5.1

%

24.2

6.0

%

 

 

 

 

 

EBITDA (1)

 

 

22.9

32.9

 

Depreciation and amortization

 

 

8.7

3.7

%

12.9

3.2

%

 

Interest expense, net

 

 

7.2

3.1

%

10.4

2.6

%

 

Debt extinguishment costs

―

0.0

%

―

0.0

%

 

Minority interests and other non-operating expenses

 

 

―

0.0

%

(1.0

)

(0.2)

%

 

 

 

 

 

Income before income taxes

 

 

7.0

3.0

%

10.6

2.6

%

 

Provision for income taxes

 

 

0.6

0.3

%

4.0

1.0

%

 

 

 

 

 

Net income

 

$

6.4

2.7

%

$

6.6

1.6

%

 

-31-
****
**Table of Contents**

**(Unaudited) Nine months ended March 31,**

 

**2002**

**2003**

 

**Amount**

**%**

**Amount**

**%**
************
*(In millions)*

 

Revenues

 

$

666.3

 

100.0

%

$

937.6

 

100.0

%

 

 

Salaries and benefits

281.1

42.2

%

402.3

42.9

%

 

Supplies

 

 

83.5

12.5

%

137.7

14.7

%

 

Medical claims expense

 

 

97.4

14.6

%

118.8

12.7

%

 

Insurance

9.7

1.5

%

21.1

2.2

%

 

Other operating expenses

 

 

97.2

14.6

%

130.9

14.0

%

 

Provision for doubtful accounts

 

 

42.0

6.3

%

51.8

5.5

%

 

 

 

 

 

EBITDA (1)

 

 

55.4

75.0

 

Depreciation and amortization

 

 

23.1

3.5

%

32.0

3.4

%

 

Interest, net

 

 

20.4

3.0

%

24.9

2.7

%

 

Debt extinguishment costs

6.6

1.0

%

―

0.0

%

 

Minority interests and other non-operating expenses

 

 

(0.2

)

0.0

%

(0.9

)

(0.1)

%

 

 

 

 

 

Income before income taxes

 

 

5.5

0.8

%

19.0

2.0

%

 

Provision for income taxes

 

 

0.7

0.1

%

7.4

0.8

%

 

 

 

 

 

Net income

 

$

4.8

0.7

%

$

11.6

1.2

%

 

____________________(1) EBITDA is defined as income before interest expense (net of interest income), income taxes, depreciation, amortization, minority interests, gain or loss on sale of assets, equity method income or loss and debt extinguishment costs.  We believe that EBITDAprovides useful information about our financial performance to investors, lenders, financial analysts and rating agencies since these groups have historically used EBITDA in the health care industry, along with other measures, to estimate the value of a company andto evaluate hospital performance and a company’s leverage capacity and ability to meet its debt service.  EBITDA eliminates the uneven effect of non-cash depreciation of tangible assets and amortization of intangible assets, much of which results fromacquisitions accounted for under the purchase method of accounting.  EBITDA also eliminates the effects of changes in interest rates which we believe relate to general trends in global capital markets, but are not necessarily indicative of our operatingperformance.  EBITDA is also used by us to determine compliance with covenants set forth in our principal bank credit facility, to determine the interest rate applicable to revolving loans under our principal bank credit facility, to measure performance forincentive compensation purposes and as an analytical indicator for purposes of allocating resources to our operating businesses and assessing their performance.  You should not consider EBITDA in isolation or as a substitute for net income, operating cash flowsor other cash flow statement data determined in accordance with accounting principles generally accepted in the United States.  EBITDA, as presented, may not be comparable to similarly titled measures of other companies.  We included a reconciliation ofEBITDA to income before income taxes for the three months and nine months ended March 31, 2002 and 2003, in Note 9 to our condensed consolidated financial statements included in this Current Report on Form 10-Q.

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**Table of Contents**

                The following table provides a reconciliation of same-hospital EBITDA to same-hospital income before income taxes for the periodspresented (in millions).  All corporate overhead expenses and interest expense related to our amended 2001 credit facility and 9.75% Notes are included in the same hospital totals.

 

**(Unaudited) Three months ended March 31,**

**(Unaudited) Nine months ended March 31,**

 

 

 

**2002**

 

**2003**

 

 

 

**2002**

 

 

**2003**

 

 

EBITDA

 

$

22.9

$

24.5

 

$

50.4

 

$

56.2

 

Less:

   Depreciation and amortization

 

 

8.7

9.2

 

 

20.8

 

24.4

   Interest, net

 

 

7.2

 

10.2

 

 

 

20.5

 

 

24.7

   Minority interests

 

0.1

(0.1

)

 

0.5

 

0.3

 

   Equity method loss (income)

(0.1

)

(0.2

)

(0.4

)

(0.3

)

   Loss (gain) on sale of assets

―

0.1

(0.3

)

(0.1

)

   Debt extinguishment costs

―

―

6.6

―

 

Income before income taxes

$

7.0

$

5.3

$

2.7

$

7.2

 

 

 

 

 

 

 

 

 

 

**Selected Operating Statistics**

The following table sets forth certain operating statistics for each of the periods presented.

 

 

 

**(Unaudited) Three months ended March 31,**

 

 

**(Unaudited) Nine months ended March 31,**

 

 

 

**2002**

 

**2003**

 

 

**2002**

 

**2003**

 

 

Number of hospitals at the end of period

 

 

9

 

 

15

 

 

 

9

 

 

15

Licensed beds

 

 

1,838

 

 

3,666

 

 

 

1,838

 

 

3,666

Discharges (a)

 

 

19,735

 

 

35,751

 

 

 

55,362

 

 

78,932

Adjusted discharges - hospitals (b)

 

 

28,504

 

 

50,980

 

 

 

80,966

 

 

115,360

Average length of stay (c)

 

 

4.18

 

 

4.33

 

 

 

4.06

 

 

4.14

Patient days (d)

 

 

82,550

 

 

154,857

 

 

 

224,845

 

 

326,515

Adjusted patient days - hospitals (e)

 

 

120,121

 

 

219,734

 

 

 

331,717

 

 

477,200

Net revenue per adjusted discharge - hospitals (f)

 

$

6,208

 

$

6,493

 

 

$

6,021

 

$

6,376

Gross inpatient revenue per discharge (g)

 

$

18,624

 

$

18,875

 

 

$

17,913

 

$

19,141

Outpatient surgeries (h)

 

 

9,241

 

 

14,542

 

 

 

27,327

 

 

34,581

Emergency room visits (i)

 

 

81,765

 

 

118,738

 

 

 

221,355

 

 

275,922

Same hospital indicators:

 

 

 

 

 

 

 

 

 

 

 

 

 

  Number of hospitals

9

9

8

8

  Total revenues (in millions) (j)

$

235.9

$

258.6

 

 

$

634.6

 

$

684.9

  Patient service revenues (in millions) (k)

$

186.8

$

204.6

$

499.0

$

522.9

  Discharges (l)

 

 

19,735

 

 

20,162

 

 

 

51,533

 

 

52,649

  Adjusted discharges - hospitals (m)

 

 

28,504

 

 

29,913

 

 

 

74,891

 

 

77,488

  Average length of stay (n)

 

 

4.18

 

 

4.02

 

 

 

4.08

 

 

3.98

  Patient days (o)

 

 

82,550

 

 

81,111

 

 

 

210,370

 

 

209,300

  Adjusted patient days - hospitals (p)

 

 

120,121

 

 

120,906

 

 

 

308,752

 

 

310,881

  Net revenue per adjusted discharge – hospitals (q)

$

6,208

 

$

6,419

 

 

$

6,088

 

$

6,305

  Gross inpatient revenue per discharge (r)

$

18,769

$

20,732

 

 

$

18,179

 

$

20,118

  Outpatient surgeries (s)

 

 

9,241

 

 

9,745

 

 

 

25,189

 

 

25,255

  Emergency room visits (t)

 

 

81,765

 

 

75,473

 

 

 

207,528

 

 

199,084

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**Table of Contents**

****

 

 

 

**(Unaudited) Three months ended March 31,**

 

 

**(Unaudited) Nine months ended March 31,**

 

 

 

**2002**

 

**2003**

 

 

**2002**

 

**2003**

 

 

Gross revenue payer mix:

 

 

27.5

%

 

33.0

%

 

 

25.0

%

 

29.9%

  Medicare

 

 

8.9

%

 

9.3

%

 

 

6.5

%

 

8.8%

  Medicaid

 

 

59.4

%

 

52.1

%

 

 

60.3

%

 

54.8%

  Managed Care

 

 

3.8

%

 

2.0

%

 

 

3.7

%

 

2.4%

  Commercial

 

 

0.5

%

 

3.6

%

 

 

4.4

%

 

4.1%

  Self pay

 

 

 

 

 

 

 

 

 

 

 

 

100.0

%

 

100.0

%

 

 

100.0

%

 

100.0%

Total

 

 

 

____________________

(a)

Discharges represent the total number of patients discharged (in the facility for a period in excess of 23 hours) from our hospitals and is used by management and certain investors as a general measure of inpatientvolume.

(b)

Adjusted discharges-hospitals is used by management and certain investors as a general measure of combined hospital inpatient and outpatient volume.  Adjusted discharges-hospitals is computed by multiplying discharges bythe sum of gross hospital inpatient and outpatient revenues and then dividing the result by gross hospital inpatient revenues.  This computation enables management to assess hospital volume by a combined measure of inpatient and outpatientutilization.

(c)

Average length of stay represents the average number of days an admitted patient stays in our hospitals.

(d)

Patient days represent the number of days (calculated as overnight stays) our beds were occupied by patients during the periods.

(e)

Adjusted patient days-hospitals is calculated by multiplying patient days by the sum of gross hospital inpatient and outpatient revenues and then dividing the result by gross hospital inpatient revenues.  This computationis an indicator of combined inpatient and outpatient volume.

(f)

Net revenue per adjusted discharge – hospitals is calculated by dividing net hospital patient revenues by adjusted discharges-hospitals and measures the average net payment expected to be received for a patient’sstay in the hospital.

(g)

Gross inpatient revenue per discharge represents the average undiscounted charge for a patient stay and is an indicator of hospital pricing and acuity factors.

(h)

Outpatient surgeries represent the number of surgeries performed at hospitals or ambulatory surgery centers on an outpatient basis (patient overnight stays not necessary).

(i)

Emergency room visits represent the number of patient visits to a hospital or freestanding emergency room where treatment is received, regardless of whether an overnight stay is subsequently required.

(j)

Same hospital total revenues represent revenues from entities owned (including health plans) for the entire three month or nine month periods of both years presented.

(k)

Same hospital patient service revenues represent patient service revenues (excluding health plan premium revenues) from entities owned for the entire three months or nine month periods of both years presented.

(l)

Same hospital discharges represent discharges for hospitals owned for the entire three month or nine month periods of both years presented.

(m)

Same hospital adjusted discharges-hospitals is calculated by multiplying discharges by the sum of gross hospital inpatient and outpatient patient revenues and then dividing the result by gross hospital inpatient revenues forall hospitals owned for the entire three month or nine month periods of both years presented.

(n)

Same hospital average length stay represents average length of stay for hospitals owned for the entire three month or nine month periods of both years presented.

(o)

Same hospital patient days represent patient days for hospitals owned for the entire three month or nine month periods of both years presented.

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****
**Table of Contents**

(p)

Same hospital adjusted patient days-hospitals is calculated by multiplying patient days by the sum of gross hospital inpatient and outpatient revenues and then dividing the result by gross hospital inpatient revenues for allhospitals owned for the entire three month or nine month periods of both years presented.

(q)

Same hospital net revenue per adjusted discharge-hospitals is calculated by dividing net hospital patient revenues by adjusted discharges-hospitals for those hospitals owned for the entire three month or nine month periods ofboth years presented.  This statistic measures the average net payment expected to be received for a patient’s stay in the those hospitals owned during both respective periods.

(r)

Same hospital gross inpatient revenue per discharge represents the average undiscounted charge for a patient stay for those hospitals owned for the entire three month or nine month periods for both years presented and is anindicator of pricing and acuity factors for those hospitals owned during both respective periods.

(s)

Same hospital outpatient surgeries represent the number of surgeries performed at hospitals or ambulatory surgery centers owned for the entire three month or nine month periods ending for both years presented, on an outpatientbasis (patient overnight stays not necessary).

(t)

Same hospital emergency room visits represent the number of patient visits to receive treatment at a hospital or freestanding emergency room owned  for the entire three month or nine month periods for both yearspresented, regardless of whether an overnight stay is subsequently required.

**Three months ended March 31, 2003 compared to three months ended March 31, 2002**

                *Revenues*.  Revenues increased $166.5 million or 70.6% during the three months ended March 31, 2003, compared to the prioryear period.  The BHS and Weiss acquisitions accounted for $143.8 million of the increase.  On a same hospital basis, discharges increased by 2.2% during the three months ended March 31, 2003, compared to the prior year period, while adjusteddischarges-hospitals (which includes a factor for outpatient volume) increased by 4.9% between the two periods.  Revenues, exclusive of health plan premium and other non-hospital revenues, per adjusted discharge increased 3.4% on a same hospital basis during thethree months ended March 31, 2003.  During the past several months, we successfully renegotiated payment rates with certain managed care providers in certain markets.  These efforts combined with improved Medicare reimbursement rates resulted in increasedrevenues per adjusted discharge during the three months ended March 31, 2003.  However, we experienced volume declines with certain payers as a result of these negotiation efforts.  We expect net revenues on a same hospital basis to improve as ourrenegotiation efforts continue and the impact of previously negotiated contracts is realized.

                We continue to develop and implement strategies to increase volumes at our hospitals including physician recruitment, expansion ofspecialty services and resource sharing within geographic markets.  We are currently in the process of expanding services at many of our hospitals including cardiac cath labs, emergency rooms, obstetrics units, MRI technology and surgery units.  We weresuccessful in recruiting new physicians to our hospitals during fiscal 2002 and have continued this important trend during the three months ended March 31, 2003.  We expect our physician recruiting and retention strategies, capital improvement plans andcommitment to patient satisfaction will position our facilities to improve operating results and meet the health care needs of the markets we serve.

                Health plan premium revenues represent capitated payments received by our health plans from third party payers, the largest of which isthe state of Arizona Medicaid program, for managing the health care of covered members.  Health plan premium revenues represented 13.4% of our total revenues for the three months ended March 31, 2003, and increased $4.9 million or 10.0% from the prior yearperiod due to an increase in the number of enrollees in the Phoenix Health Plan, primarily stemming from the passage of Proposition 204 in 2000 that expanded eligibility for Arizona’s state Medicaid program.  We expect the enrollment for Phoenix HealthPlan to increase at a slower pace than it has experienced during the past two years as the full effects of Proposition 204 are realized.

                *Salaries and benefits*.  Salaries and benefits increased $76.2 million or 76.9% during the three months ended March 31,2003, compared to the prior year period.  Of this increase, $68.0 million related to the BHS and Weiss acquisitions.  Salaries and benefits expense as a percentage of revenues increased from 42.0% for the three months ended March 31, 2002 to 43.6% for thethree months ended March 31, 2003.  This increase is due primarily to the BHS acquisition.  It typically takes several months before we are able to fully implement our staffing mix model at acquired hospitals, especially for significant acquisitions such asBHS.  Salaries and benefits as a percentage of revenues on a same hospital basis improved to 41.5% for the three months ended March 31, 2003 from 42.0% for the prior year period.

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                *Medical claims expense. * Medical claims expense increased $5.6 million or 16.0% during the three months ended March 31,2003, compared to the prior year period.  The increase is due to the significant increase in enrollees in the Phoenix Health Plan between the periods.  Medical claims expense as a percentage of premium revenues increased to 74.9% for the three months endedMarch 31, 2003, compared to 71.1% for the prior year period.  Medical claims expense represents the amounts paid by our health plans for health care services provided to their members including an estimate of incurred but not reported claims.  Revenues andexpenses between Phoenix Health Plan and our wholly owned hospitals and related outpatient service providers are eliminated in consolidation.

                *Supplies*.  Supplies increased $36.4 million or 121.3% during the three months ended March 31, 2003, compared to the prioryear period.  The BHS and Weiss acquisitions accounted for approximately $33.1 million of the increase.  Supplies expense as a percentage of revenues increased to 16.5% for the three months ended March 31, 2003, compared to 12.7% for the prior yearperiod.  Supplies expense as a percentage of net revenues on a same hospital basis increased only slightly to 12.8% for the three months ended March 31, 2003, compared to 12.7% for the prior year period.  Supplies as a percentage of revenues for BHS andWeiss are much higher than those of our other combined hospitals.  We expect that this ratio will decrease as we continue to transition supplies contracts at the BHS and Weiss hospitals to our Healthtrust Purchasing Group contract rates and fully implementmaterials management strategies.  These improvements may be offset, however, by continued price increases for pharmaceuticals and medical supplies, including the impact of increased use of drug eluting stents.

                *Insurance. * Insurance increased $5.6 million or 193.1% during the three months ended March 31, 2003, compared to the prioryear period.  The BHS and Weiss acquisitions accounted for $3.4 million of this increase.  Insurance on a same hospital basis increased $2.2 million for the three months ended March 31, 2003, primarily due to changes in our professional and generalliability coverage effective June 1, 2002.  On June 1, 2002, we established a wholly owned captive subsidiary to insure our general and professional liability risks at a $10.0 million retention level as compared to the $1.0 million self-insured retention levelunder our previous insurance policy.  We restructured our coverage due to substantial proposed premiums increases and the limited availability of carriers willing to underwrite professional and general liability insurance.  We also experienced an increasein premiums for our excess professional and general liability coverage and property coverage.

                *Other operating expenses. * Other operating expenses increased $20.4 million or 59.6% during the three months ended March31, 2003, compared to the prior year period.  Other operating expenses include professional fees, purchased services, rents and leases, repairs and maintenance, utilities and non-income taxes.  The BHS and Weiss hospitals represented an increase of $19.8million.  On a same hospital basis, other operating expenses increased $0.6 million during the three months ended March 31, 2003, compared to the prior year period primarily due to increases in repairs and maintenance costs and utilities costs.

                *Provision for doubtful accounts. * The provision for doubtful accounts was $24.2 million for the three months ended March31, 2003, an increase of $12.3 million or 103.4% from the prior year period.  The BHS and Weiss acquisitions accounted for $11.1 million of the increase.  On a same hospital basis, the provision for doubtful accounts increased by $1.2 million during thethree months ended March 31, 2003 compared to the prior year period.  For the three months ended March 31, 2003, the provision for doubtful accounts as a percentage of revenues on a same hospital basis remained consistent with the prior year period.

                *EBITDA*.* * EBITDA increased $10.0 million or 43.7% during the three months ended March 31, 2003, compared to the prioryear period.  EBITDA related to the BHS and Weiss acquisitions was $8.4 million, while same hospital EBITDA improved by $1.6 million for the three months ended March 31, 2003, compared to the prior year period.  Same hospital EBITDA includes all corporateoverhead expenses.  We included a reconciliation of EBITDA to income before income taxes for the three months ended March 31, 2002 and 2003, in Note 9 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

                *Depreciation and amortization*.  Depreciation and amortization increased $4.2 million or 48.3% during the three months endedMarch 31, 2003, compared to the prior year period.  $3.7 million of the increase relates to the BHS and Weiss acquisitions, while the remainder relates to capital purchases made during the period at our other hospitals.  As part of our commitment to improvethe infrastructure and medical technologies and expand services at our hospitals, we have made capital expenditures of $48.3 million for existing hospitals, exclusive of expenditures relating to our construction of West

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Valley Hospital Medical Center, since March 31, 2002.  Since our adoption of the provisions of SFAS 141 and 142 effective July 1, 2002, there have been no changes in our depreciation or amortization policies.

                *Interest. * Net interest for the three months ended March 31, 2003 increased by $3.2 million or 44.4% from the prior yearperiod.  The increase relates to the $150.0 million in term loan borrowings under our amended 2001 credit facility and the issuance of $17.6 million of our 8.18% redeemable convertible subordinated notes in January 2003 to fund the BHS acquisition.

                *Minority interests and other non-operating expenses*.  Minority interests represent the third party portion of earnings ofcertain of our non-wholly owned affiliates included in our condensed consolidated statements of operations.  Other non-operating expenses include equity method income or losses and gains or losses on sales of assets.

                *Income taxes*.  The provision for income taxes increased to $4.0 million for the three months ended March 31, 2003. This represents an effective tax rate of approximately 37.7%.  The provision for income taxes for the three months ended March 31, 2002 was $0.6 million, an effective rate of 8.6% due to the reduction in our valuation allowance that affects our deferred taxassets.  We expect the effective tax rate to approximate 40% in future periods.

                *Net income*.  Net income increased to $6.6 million from $6.4 million for the prior year period, primarily due to the $10.0million increase to EBITDA offset by increases to depreciation and amortization, net interest and the provision for income taxes.

                *Health Plans.*  Our health plans continue to generate positive operating results and cash flows.  For the three monthsended March 31, 2003, premium revenues increased by $4.9 million compared to the prior year period, while operating expenses increased by $5.5 million compared to the prior year period.  This resulted in a $0.6 million decrease in EBITDA for the health plansduring the three months ended March 31, 2003, compared to the prior year period due to increased medical claims costs.  Enrollment in Phoenix Health Plan increased from approximately 66,000 at March 31, 2002 to approximately 76,000 at March 31, 2003. Proposition 204, which expanded Medicaid eligibility, has played a significant role in the enrollment increase.  We expect that profitability and cash flows of our health plans will remain steady or slightly improve as enrollment increases.  However, weexpect enrollment to increase at a slower pace than our health plans have experienced during the past two years as the full impact of Proposition 204 is realized.

**Nine months ended March 31, 2003 compared to nine months ended March 31, 2002**

                *Revenues*.  Revenues increased $271.3 million or 40.7% during the nine months ended March 31, 2003, compared to the prioryear period.  Acquisitions during fiscal 2002 and 2003 accounted for $221.0 million of the increase.  On a same hospital basis, discharges increased by 2.2% during the nine months ended March 31, 2003, compared to the prior year period, while adjusteddischarges-hospitals (which includes a factor for outpatient volume) increased by 3.5% between the two periods.  Revenues, exclusive of health plan premium and other non-hospital revenues, per adjusted discharge increased 3.6% on a same hospital basis during thenine months ended March 31, 2003.  During the past several months, we successfully renegotiated payment rates with certain managed care providers in certain markets.  These efforts combined with improved Medicare reimbursement rates resulted in increasedrevenues per adjusted discharge during the nine months ended March 31, 2003.  However, we experienced volume declines with certain payers as a result of these negotiation efforts.  We expect net revenues on a same hospital basis to improve as ourrenegotiation efforts continue and the impact of previously negotiated contracts is realized.

                We continue to develop and implement strategies to increase volumes at our hospitals including physician recruitment, expansion ofspecialty services and resource sharing within geographic markets.  We are currently in the process of expanding services at many of our hospitals including cardiac cath labs, emergency rooms, obstetrics units, MRI technology and surgery units.  We weresuccessful in recruiting new physicians to our hospitals during fiscal 2002 and have continued this important trend during the nine months ended March 31, 2003.  We expect our physician recruiting and retention strategies, capital improvement plans andcommitment to patient satisfaction will position our facilities to improve operating results and meet the health care needs of the markets we serve.

                Health plan premium revenues represent capitated payments received by our health plans from third party payers, the largest of which isthe state of Arizona Medicaid program, for managing the health care of covered members.  Health plan premium revenues represented 17.3% of our total revenues for the nine months ended March 31, 2003, and increased $26.3

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million or 19.4% from the prior year period due to a significant increase in the number of enrollees in Phoenix Health Plan, primarily stemming from the passage of Proposition 204 in 2000 that expanded eligibility forArizona’s state Medicaid program.  We expect enrollment for Phoenix Health Plan to increase at a slower pace than it has experienced during the past two years as the full effects of Proposition 204 are realized.

                *Salaries and benefits*.  Salaries and benefits increased $121.2 million or 43.1% during the nine months ended March 31,2003, compared to the prior year period.  Of this increase, $106.1 million related to the fiscal 2002 and 2003 acquisitions.  Salaries and benefits expense as a percentage of revenues increased from 42.2% for the nine months ended March 31, 2002 to 42.9%for the nine months ended March 31, 2003.  The increase is primarily due to the BHS and Weiss acquisitions.  It typically takes several months before we are able to fully implement our staffing mix model at acquired hospitals.  Salaries and benefits asa percentage of revenues on a same hospital basis improved to 41.1% for the nine months ended March 31, 2003 from 41.9% for the prior year period.  We experienced higher labor costs for nursing services, including increased utilization of contract nursingservices, as a result of the nationwide nursing shortage as previously discussed.  The impact of these increases is lessened by the $26.6 million increase in premium revenues for Phoenix Health Plan during the nine months ended March 31, 2003, with only a $0.5million increase in salaries and benefits during that same period. 

                *Medical claims expense. * Medical claims expense increased $21.4 million or 22.0% during the nine months ended March 31,2003, compared to the prior year period.  The increase is due to the significant increase in enrollees in Phoenix Health Plan between the periods.  Medical claims expense as a percentage of premium revenues increased slightly from 71.8% to 73.3% for thenine months ended March 31, 2003, compared to the prior year period.  Medical claims expense represents the amounts paid by our health plans for health care services provided to their members including an estimate of incurred but not reported claims. Revenues and expenses between Phoenix Health Plan and our wholly owned hospitals and related outpatient service providers are eliminated in consolidation.

                *Supplies*.  Supplies increased $54.2 million or 64.9% during the nine months ended March 31, 2003, compared to the prioryear period.  Acquisitions during fiscal 2002 and 2003 accounted for approximately $47.3 million of the increase.  Supplies expense as a percentage of revenues increased to 14.7% for the nine months ended March 31, 2003, compared to 12.5% for the prior yearperiod.  The primary reason for this increase relates to the BHS and Weiss acquisitions.  Supplies as a percentage of revenues for BHS and Weiss are much higher than those of our other combined hospitals.  Supplies as a percentage of revenues on a samehospital basis remained consistent for the nine months ended March 31, 2003, compared to the prior year period.  We expect that this ratio will improve as we continue to transition supplies contracts at these two hospitals to our Healthtrust Purchasing Groupcontract rates and fully implement materials management strategies.  These improvements may be offset, however, by continued price increases for pharmaceuticals and medical supplies, including the impact of increased use of drug eluting stents.

                *Insurance. * Insurance increased $11.4 million or 117.5% during the nine months ended March 31, 2003, compared to the prioryear period.  Fiscal 2002 and 2003 acquisitions accounted for $6.0 million of this increase.  Insurance on a same hospital basis increased $5.4 million for the nine months ended March 31, 2003, primarily due to changes in our professional and generalliability coverage effective June 1, 2002.  On June 1, 2002, we established a wholly owned captive subsidiary to insure our general and professional liability risks at a $10.0 million retention level as compared to the $1.0 million self-insured retention levelunder our previous insurance policy.  We restructured our coverage due to substantial proposed premium increases and the limited availability of carriers willing to underwrite professional and general liability insurance.  We also experienced an increase inpremiums for our excess professional and general liability coverage and property coverage.

                *Other operating expenses. * Other operating expenses increased $33.7 million or 34.7% during the nine months ended March 31,2003, compared to the prior year period.  Other operating expenses include professional fees, purchased services, rents and leases, repairs and maintenance, utilities and non-income taxes.  The fiscal 2002 and 2003 acquisitions represented an increase of$31.2 million.  On a same hospital basis, other operating expenses increased $2.5 million during the nine months ended March 31, 2003, compared to the prior year period primarily due to increases in repairs and maintenance and legal costs.

                *Provision for doubtful accounts. * The provision for doubtful accounts increased by $9.8 million or 23.3% for the ninemonths ended March 31, 2003, compared to the prior year period.  The provision for doubtful accounts related to the fiscal 2002 and 2003 acquisitions was approximately $16.7 million.  On a same hospital basis, the provision for doubtful accounts decreasedby $6.9 million during the nine months ended March 31, 2003 compared to the prior year period.  The

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decrease is primarily due to improved business office processes designed to expedite cash collections and reduce bad debts and greater than expected recoveries of accounts previously considered uncollectible. 

                *EBITDA*.* * EBITDA increased $19.6 million or 35.4% during the nine months ended March 31, 2003, compared to the prioryear period.  The EBITDA increase related to the fiscal 2002 and 2003 acquisitions was $13.8 million, while same hospital EBITDA improved by $5.8 million for the nine months ended March 31, 2003, compared to the prior year period.  Same hospital EBITDAincludes all corporate overhead expenses.  We included a reconciliation of EBITDA to income before income taxes for the nine months ended March 31, 2002 and 2003, in Note 9 to our condensed consolidated financial statements included in this Quarterly Report onForm 10-Q.

                *Depreciation and amortization*.  Depreciation and amortization increased $8.9 million or 38.5% during the nine months endedMarch 31, 2003, compared to the prior year period.  $6.5 million of the increase relates to fiscal 2002 and 2003 acquisitions, while the remainder relates to capital purchases made during the period at our other hospitals.  As part of our commitment toimprove the infrastructure and medical technologies and expand services at our hospitals, since March 31, 2002 we have made capital expenditures of $48.3 million for existing hospitals, exclusive of expenditures relating to our construction of West Valley HospitalMedical Center.  Since our adoption of the provisions of SFAS 141 and 142 effective July 1, 2002, there have been no changes in our depreciation or amortization policies.

                *Interest. * Net interest for the nine months ended March 31, 2003 increased by $4.5 million or 22.1% from the prior yearperiod.  The increase relates to the $150.0 million in term loan borrowings under our amended 2001 credit facility and the issuance of $17.6 million of our 8.18% redeemable convertible subordinated notes in January 2003 to fund the BHS acquisition.

                *Minority interests and other non-operating expenses*.  Minority interests represent the third party portion of earnings ofcertain of our non-wholly owned affiliates included in our condensed consolidated statements of operations.  Other non-operating expenses include equity method income or losses and gains or losses on sales of assets.

                *Income taxes*.  The provision for income taxes increased to $7.4 million for the nine months ended March 31, 2003. This reflects an effective tax rate of approximately 38.9%.  The provision for income taxes for the prior year period was $0.7 million, an effective tax rate of 12.7% due to the reduction in our valuation allowance that affects our deferred tax assets.  Weexpect our effective tax rate to approximate 40% in future periods.

                *Net income*.  Net income increased by $6.8 million to $11.6 million for the nine months ended March 31, 2003, from $4.8million during the prior year period.  The $19.6 million increase to EBITDA during the nine months ended March 31, 2003, was offset by increases in net interest, depreciation and amortization and the provision for income taxes totaling $20.1 million.  Weincurred debt extinguishment costs of $6.6 million during the nine months ended March 31, 2002.

                *Health Plans.*  Our health plans continue to generate positive operating results and cash flows.  For the nine monthsended March 31, 2003, premium revenues increased by $26.3 million compared to the prior year period, while operating expenses increased by $23.4 million compared to the prior year period.  This resulted in a $2.9 million increase in EBITDA for the health plansduring the nine months ended March 31, 2003, compared to the prior year period.  Enrollment in Phoenix Health Plan increased from approximately 66,000 at March 31, 2002 to approximately 76,000 at March 31, 2003.  Proposition 204, which expanded Medicaideligibility, has played a significant role in the enrollment increase.  Other than medical claims costs that increase as enrollment increases, most of the other costs of the health plans do not fluctuate significantly as revenues increase.  Thus, we expectthat profitability and cash flows of our health plans will remain steady or slightly improve as enrollment increases.  However, we expect enrollment to increase at a slower pace than our health plans have experienced during the past two years as the full impactof Proposition 204 is realized.

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**Liquidity and Capital Resources**

****

                At March 31, 2003, we had working capital of $73.2 million, including cash and cash equivalents of $25.3 million.  Working capitalat June 30, 2002 was $87.9 million.  Cash provided by operating activities increased from $25.0 million for the nine months ended March 31, 2002 to $67.5 million for the nine months ended March 31, 2003.  The Company was able to generate cash flows fromoperations through improved EBITDA, improved collections on accounts receivable and reductions in prepaid items.

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                Cash used in investing activities increased from $80.1 million for the nine months ended March 31, 2002 to $345.1 million for the ninemonths ended March 31, 2003.  The primary reason for the significant increase is due to the cash paid for the BHS acquisition in January 2003.  We increased capital expenditures from $20.5 million for the nine months ended March 31, 2002 to $50.1 millionfor the nine months ended March 31, 2003.  We spent approximately $15.4 million related to our construction of West Valley Hospital Medical Center in metropolitan Phoenix, Arizona during the nine months ended March 31, 2003.  The funding of our capitalexpenditures is in part subject to the timing of capital expenditures at the BHS hospitals and Arrowhead Community Hospital and Phoenix Baptist Hospital required as part of the respective purchase agreements for these facilities.  As of March 31, 2003, theCompany has funded or committed to fund approximately $30.5 million of its $250.0 million commitment for these hospitals, and the Company expects to fulfill these commitments within the next seven years.  The commitments can be satisfied by third parties on ourbehalf.  For example, if we arranged for an unrelated developer to construct a medical office building in the market, such costs would satisfy a portion of our commitment.  We believe our capital expenditure program is sufficient to service, expand andimprove our existing facilities to meet our quality objectives.

                Cash provided by financing activities increased from $132.4 million for the nine months ended March 31, 2002 to $247.4 million for thenine months ended March 31, 2003.  The increase was primarily attributable to proceeds from debt and equity instruments used to finance the BHS acquisition described below.

                On January 3, 2003, in connection with our purchase of the health care assets of Baptist Health System in San Antonio, Texas(“BHS”), we expanded our 2001 credit facility by adding a $150.0 million term loan facility to our existing revolving loan facility (“the amended 2001 credit facility”).  We utilized the proceeds of the $150.0 million in term loans tofund a portion of the purchase price paid to BHS.  The revolving loan facility capacity remains at $125.0 million under the amended 2001 credit facility.  Additionally, as part of the BHS purchase price, we issued approximately $17.6 million of ourconvertible subordinated notes which provide for annual interest payments at 8.18% until maturity on January 3, 2013.  The notes are convertible at any time into our common stock at a $3,500 per share conversion price.  We may not redeem the notes prior toJanuary 1, 2008, and must pay premiums of 102% and 101% for redemptions during the two years subsequent to January 1, 2008, respectively, with redemptions thereafter being available at par.

                As of March 31, 2003, we had 55,194 shares of two series of Payable-In-Kind Convertible Redeemable Preferred Stock (“PIKPreferred Stock”) outstanding with a liquidation value of $1,000 per share.  We issued 20,000 shares of our first series of PIK Preferred Stock (“Series A”) on February 1, 2000 in connection with the acquisition of MacNeal HealthServices.  We currently intend to issue and record paid-in-kind dividends annually at 8% of the liquidation value of the Series A PIK Preferred Stock until January 31, 2007 and to pay cash dividends annually thereafter until the January 31, 2015 mandatoryredemption date applicable to such shares.  The Series A PIK Preferred Stock will automatically convert to common stock upon an initial public offering of our common stock with gross proceeds to us of at least $50.0 million at a conversion price equal to theinitial public offering price.  In connection with our purchase of the health care assets of BHS on January 3, 2003, we issued 30,000 shares of our Series B PIK Preferred Stock with a liquidation value of $1,000 per share.  We currently intend to issue andrecord paid in kind dividends annually at 6.25% of the liquidation value of the Series B PIK Preferred Stock until January 1, 2010 and to pay cash dividends annually thereafter until the January 31, 2015 mandatory redemption date applicable to such shares.  TheSeries B PIK Preferred Stock is convertible to our common stock at any time at a $3,500 per share conversion price.

                On January 9, 2003, subsequent to our purchase of the health care assets of BHS and expansion of the 2001 credit facility, Standard andPoor’s 1) lowered our corporate credit rating from “B+” to “B”; 2) lowered the credit rating on the 9.75% Notes from “B-” to “CCC+”; and 3) affirmed the “B+” credit rating on our amended 2001 creditfacility.  Standard and Poor’s stated that it made the downgrades due to its concerns about the size of the BHS acquisition and our ability to generate sufficient returns in relation to our indebtedness.  On December 2, 2002, Moody’s affirmedits existing rating of “Ba3” for the $125.0 million revolving loan facility under the existing 2001 credit facility, affirmed its existing rating of “Ba3” for the 9.75% Notes and assigned a “Ba3” rating to the $150.0 million termloans under the amended 2001 credit facility.

                We believe that working capital on hand, future operating cash flows and the availability of revolving borrowings under our amended2001 credit facility are sufficient to meet our operating and capital needs for the foreseeable future.  Additionally, certain funds controlled by Morgan Stanley Capital Partners (the “MSCP Funds”) have previously entered into a subscriptionagreement with us to purchase an additional $274.0 million of our common stock to fund future acquisitions and cash flow needs.   Common stock purchases by the MSCP Funds are subject to several conditions outside the control of

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the Company, including the approval of MSCP’s internal Investment Committee.  No assurance can be given that any or all of such conditions to additional common stock purchases will be met.  In addition tocontinuing construction costs of West Valley Medical Center, we anticipate spending up to an additional $40.0 million on facilities expansion and renovation projects and medical technologies upgrades during the 4th quarter of fiscal 2003.  We expectthat funding for these capital projects will require that we draw on our revolving loan facility during the upcoming quarter.  We also intend to acquire additional hospitals and will continue to seek acquisitions that fit our corporate growth strategy. These acquisitions would require financing in addition to working capital on hand, future cash flows from operations and amounts available under our revolving loan facility.  Management continually assesses its capital needs and may seek additional financing,including debt or equity, as considered necessary to fund potential acquisitions or for other corporate purposes.

                We are subject to certain restrictive and financial covenants under the amended 2001 credit facility including a leverage ratio, aninterest coverage ratio, a senior leverage ratio and capital expenditure restrictions.  At March 31, 2003, we were in compliance with the covenants set forth in the amended 2001 credit facility.  As of the date of this report, letters of credit of $20.8million are outstanding under the amended 2001 credit facility.

                We are a party to certain rent shortfall or master lease agreements with certain unconsolidated entities and other guaranteearrangements, including parent-subsidiary guarantees, in the ordinary course of business.  We have not engaged in any transaction or arrangement with an unconsolidated entity that is reasonably likely to materially affect liquidity.

                The following table reflects a summary of obligations and commitments outstanding, including both the principal and interest portionsof long-term debt and capital leases, with payment dates as of March 31, 2003.

 

**Payments due by period**

 

 

 
****
 

 

 

**Less than 1 year**

**1-3 years**

**4-5 years**

**After 5 years**

**Total**

 

 

 
**
 

**Contractual Cash Obligations:**

 

*(In millions)*

 

Long-term debt

 

$

41.2

 

 

$

85.4

 

 

$ 

85.4

 

 

$

588.1

 

$

 

800.1

 

Capital lease obligations

 

5.8

 

 

7.1

 

1.1

 

 

―

 

 

14.0

 

Operating leases

 

 

17.8

 

 

 

22.6

 

14.1

 

 

 

29.5

 

 

 

84.0

 

Other long-term obligations

 

 

0.3

 

 

 

0.6

 

0.6

 

 

 

1.7

 

 

 

3.2

 

    Subtotal

 

$

65.1

 

 

$

115.7

 

$

101.2

 

 

$

619.3

 

 

$

901.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

**Amount of commitment expiration per period**

 

 

 
****
 

 

 

**Less than 1 year**

**1-3 years**

**4-5 years**

**After 5 years**

**Total**

 

 

 
**
 

**Other Commitments:**

 

*(In  millions)*

 

Construction and improvement commitments

$

39.8

 

 

$

0.5

$

9.0

 

 

$

0.5

 

$

 

49.8

 

Guarantees of surety bonds

 

5.0

 

 

―

 

 

―

 

 

―

 

 

5.0

 

Letters of credit

 

―

 

 

―

 

―

 

 

20.8

 

 

20.8

 

Capital expenditure commitments

 

 

37.7

 

 

 

82.1

 

72.2

 

 

 

27.5

 

 

 

219.5

 

Physician commitments

 

 

3.8

 

 

 

―

 

―

 

 

 

―

 

 

 

3.8

 

Minimum rent revenue commitments

0.4

0.2

0.1

0.6

1.3

    Subtotal

 

$

86.7

 

 

$

82.8

 

$

81.3

 

 

$

49.4

 

 

$

300.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Total obligations and commitments

$

151.8

$

198.5

$

182.5

$

668.7

$

1,201.5

 

 

 

 

 

 

 

 

 

 

 

 

 

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The health care industry is typically not directly impacted by periods of recession, erosions of consumer confidence or other general economic trends as most health care services are not considered a component of discretionaryspending.  However, our hospitals and related outpatient service providers may be indirectly negatively impacted to the extent such economic conditions result in decreased elective procedures performed or decreased reimbursements to us by federal or stategovernments or managed care payers.  Management is not aware of any economic trends that would lead us to believe that we will not be able to remain in compliance with all of our debt covenants and meet all of our required obligations and commitments in the nearfuture.

**Critical Accounting Policies**

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.  In preparing our financial statements, we are required to make estimates andassumptions that affect the reported amounts of assets, liabilities, revenues and expenses included in the financial statements.  We base our estimates on historical experience and other information currently available, the results of which form the basis of ourestimates and assumptions.  While we believe our estimation processes are reasonable, actual results could differ from those estimates.  The following represent the estimates that we consider most critical to our operating performance and involve the mostsubjective and complex assumptions and assessments.

                *Allowance for Doubtful Accounts*.  Our ability to collect outstanding receivables from third party payers is critical to ouroperating performance and cash flows.  As of March 31, 2003, the allowance for doubtful accounts is approximately 17.7% of the accounts receivable balance net of contractual discounts.  The primary collection risk lies with uninsured patient accounts orpatient accounts for which the primary insurance carrier has paid but a patient portion remains outstanding.  We estimate the allowance for doubtful accounts primarily based upon the age of the accounts since patient discharge date.   We continually monitorour accounts receivable balances and utilize cash collections data to support the basis for our estimates of the provision for doubtful accounts.  Significant changes in payer mix or business office operations could have a significant impact on our results ofoperations and cash flows.

                *Allowance for Contractual Discounts*.  The percentage of our revenues derived from Medicare and managed care patientscontinues to increase.  For the nine months ended March 31, 2003, Medicare and managed care revenues accounted for 85% of total gross patient revenues.  The Medicare regulations and various managed care contracts are often complex and may include multiplereimbursement mechanisms for different types of services provided in our health care facilities and cost report settlement provisions requiring complex calculations and assumptions subject to interpretation.  The significance of our third party settlementestimates has been exacerbated by the delays in the filing and review of Medicare cost reports due to delays in receiving necessary reports from Medicare fiscal intermediaries.  These delays hamper our ability to adjust third party settlement estimates in astimely and precise a manner as would be possible otherwise.  We estimate the allowance for contractual discounts on a payer-specific basis given our interpretation of the applicable regulations or contract terms.  Management has invested significantresources in human resources and information systems to improve the estimation process.  However, the services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from ourestimates.  Additionally, updated regulations and contract renegotiations occur frequently necessitating continual review and assessment of the estimation process by management.

                *Insurance Reserves*.  Given the nature of our operating environment, we are subject to medical malpractice or workerscompensation claims or lawsuits.  Through May 31, 2002, we maintained third-party insurance coverage for individual malpractice claims exceeding $1.0 million and workers compensation claims exceeding $250,000 to mitigate a portion of this risk.  EffectiveJune 1, 2002, we established a wholly owned captive subsidiary to insure our professional and general liability risks at a $10.0 million retention level.  We purchase from third party insurers excess coverage for claims exceeding $10.0 million per occurrence upto $100.0 million in the aggregate.  We estimate our reserve for self-insured professional and general liability and workers compensation risks using historical claims data, demographic factors, severity factors, current incident logs and other actuarialdata.  As of March 31, 2003, our professional and general liability accrual for asserted and unasserted claims was approximately $25.3 million, and is included within accrued expenses and other current liabilities and other liabilities on the accompanyingcondensed consolidated balance sheets.  For the nine months ended March 31, 2003, our total premiums and self-insured retention cost for professional and general liability insurance was approximately $13.0 million.  The estimated accrual for malpractice andworkers compensation claims could be significantly affected should current and future occurrences differ from historical claims trends.  The estimation process is also complicated by the relatively short period of time in which we have owned our health carefacilities as occurrence data under previous ownership may not necessarily reflect occurrence data under our ownership.  While management monitors current

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claims closely and considers outcomes when estimating its reserve, the complexity of the claims and wide range of potential outcomes often hampers timely adjustments to the assumptions used in the estimates.

                *Medical Claims Reserves*.  Medical claims expense as a percentage of revenues was 12.7% for the nine months ended March 31,2003, as compared to 14.6% for the prior year period.  Given the increased patient enrollment of our health plans, the medical claims reserve has continually increased.  We estimate the medical claims reserve using historical claims experience (includingseverity and payment lag time) and other actuarial data including number of enrollees, age of enrollees and certain enrollee health indicators to predict the cost of health care services provided to enrollees during any given period.  While management believesthat its estimation methodology effectively captures trends in medical claims costs, actual payments could differ significantly from our estimates given changes in the health care cost structure or adverse experience.  For the nine months ended March 31, 2003,approximately $19.1 million of health plan payments made to hospitals and other health care entities owned by us for services provided to our enrollees were eliminated in consolidation.  Our operating results and cash flows could be materially affected byincreased or decreased utilization of our owned health care facilities by enrollees of our health plans.

**Contingencies and Health Care Regulation**

                *Effects of Inflation and Changing Prices*.  The health care industry is labor intensive.  Wages and other expensesincrease during periods of inflation and when labor shortages occur in the marketplace.  Various Federal, state and local laws have been enacted that, in certain cases, limit our ability to increase prices.  Revenues for acute care hospital servicesrendered to Medicare patients are established under the Federal government’s prospective payment system.  We believe that hospital industry operating margins have been, and may continue to be, under significant pressure because of deterioration ininpatient volumes, changes in payer mix and growth in operating expenses in excess of the increase in prospective payments under the Medicare program.

                *Health Care Reform*.  In recent years, an increasing number of legislative proposals have been introduced or proposedto Congress and in some state legislatures that would significantly affect the services provided by and reimbursement to health care providers in our markets.  The cost of certain proposals would be funded in significant part by reductions in payments bygovernment programs, including Medicare and Medicaid, to health care providers or by taxes levied on hospitals or other providers.  We are unable to predict which, if any, proposals for health care reform will be adopted and we can not assure you that proposalsadverse to our business will not be adopted.

                *Federal and State Regulation and Investigations*.  The health care industry is subject to extensive Federal, state andlocal laws and regulations relating to licensing, conduct of operations, ownership of facilities, addition of facilities and services, confidentiality and security issues associated with medical records, billing for services and prices for services.  These lawsand regulations are extremely complex.  In many instances, the industry does not have the benefit of significant regulatory or judicial interpretation of these laws and regulations.  As a result of these laws and regulations, some of our activities couldbecome the subject of governmental investigations or inquiries.  Both Federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of hospital companies.  In theevent of a determination that we are in violation of any of these laws, rules or regulations, or if further changes in the regulatory framework occur, our results of operations could be significantly harmed.

                *Malpractice and General Liability Claims*.  Plaintiffs frequently bring actions against hospitals and other health careproviders alleging malpractice or other liabilities.  Many of these claims involve large claims and significant defense costs.  We maintain professional and general liability insurance in amounts we believe are sufficient to cover claims arising out of theoperations of our facilities through a wholly owned captive insurance subsidiary and excess coverage policies with third party insurers.  Some of the claims, however, could exceed the scope of the coverage in effect or coverage of particular claims or damagescould be denied.  Furthermore, our coverage may not continue to be available at a reasonable cost.  We are, from time to time, also subject to claims arising in the ordinary course of business, including employment related claims, damages related topersonal injuries and other general claims.  Although management is not aware of any specific proceeding that would have a material adverse effect on our business, financial position or results of operations, the outcome of these cases are subject to numerousfactors, and potential judgments could exceed our current insurance coverage.

                *Acquisitions*.  We have acquired and plan to continue acquiring businesses with prior operating histories. Acquired companies may have unknown or contingent liabilities, including liabilities for failure to comply with health care laws and regulations, such as billing and reimbursement, fraud and abuse and similar anti-referral laws.  Although we attemptto

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structure our acquisitions as asset acquisitions in which we do not assume liability for seller wrongful actions and institute policies and procedures designed to conform practices to our standards following completion ofacquisitions, we may become liable for such past actions of acquired entities deemed improper by private plaintiffs or government agencies.  We generally obtain indemnification from prospective sellers covering such matters; however, such indemnification may notcover such actions or may not be adequate to cover potential losses and fines.

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**Item 3.    Quantitative and Qualitative Disclosures About Market Risk.**

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                We are exposed to market risk related to changes in interest rates.  We utilize interest rate swap derivatives from time to timeto manage this risk.  We do not hold or issue derivative instruments for trading purposes and are not a party to any instruments with leverage features.  As of June 30, 2002, we maintained an interest rate swap agreement on a notional amount of $100.0million of our 9.75% Notes.  The swap agreement effectively converted the 9.75% fixed rate of the notional amount to a variable rate, calculated as the 6-month LIBOR rate in effect on each semi-annual settlement date plus a fixed margin of 3.63%.  As ofJune 30, 2002, the variable rate was 5.69%.  Effective August 13, 2002, we terminated the interest rate swap agreement resulting in a net cash payment to us from the counter-party of $5.5 million.  Upon the termination of the interest rate swap agreement,all $300.0 million of such notes bore interest at the 9.75% fixed rate.  The fair value of the 9.75% Notes was approximately $283.5 million as of March 31, 2003, based upon quoted market prices.

                In order to fund a portion of the purchase price of the BHS acquisition, we entered into the amended 2001 credit facility.  The$150.0 million in term loans borrowed under the amended 2001 credit facility bear interest at a variable interest rate based upon the LIBOR rate in effect on certain interest reset dates plus an applicable fixed margin.  To mitigate a portion of the interestrate risk for our variable rate debt, in January 2003 we entered into an agreement with Bank of America, N.A. to swap the variable LIBOR rate for a notional amount of $147.0 million of our $150.0 million of term loans under the amended 2001 credit facility for afixed LIBOR rate of 1.77% for the one-year period commencing on July 3, 2003 and ending on July 3, 2004.  Based upon a hypothetical 1% increase to the current interest rate under our credit facility debt, annualized interest expense on the credit facility debtwould increase by $1.5 million beginning after the termination of our interest rate swap on July 3, 2004.  A hypothetical 1% change in interest rates would not have a material impact on the fair value of our fixed rate convertible subordinated notes.  As ofthe date of this report, there is also $20.8 million in letters of credit outstanding under the amended 2001 credit facility.

**Item 4.    Controls and Procedures.**

                (a)           Evaluation of Disclosure Controls and Procedures

                                Within 90 days prior to the date ofthis report, we carried out an evaluation, under the supervision and with                                the participation of our management, including our Chief Executive Officer andChief Financial Officer,                                of the effectiveness of the design and operation of our disclosure controls andprocedures (as defined in                                Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of1934, as amended (the                                “Act”)).  Based on their evaluation of such controls andprocedures, our Chief Executive Officer and Chief                                Financial Officer concluded that our disclosure controls and procedures areeffective to ensure that                                information required to be disclosed by us in the reports we file under the Actis recorded, processed,                                summarized and reported within the time periods specified in the rules and formsof the Securities and                                Exchange Commission and that such information is accumulated and communicated tomanagement,                                including our Chief Executive Officer and Chief Financial Officer, asappropriate to allow timely decisions                                regarding required disclosure.

                (b)           Changes in Internal Controls

                                There were no significant changes inour internal controls or in other factors that could significantly affect                                these controls subsequent to the date of the evaluation of our Chief ExecutiveOfficer and Chief Financial                                Officer referred to above.

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**PART IIOTHER INFORMATION**

**Item 2.    Changes in Securities and Use of Proceeds.**

                On January 3, 2003, the Company sold 28,227 shares of its common stock to the MSCP Funds; 605 shares to Charles N. Martin, Jr., itsChairman and Chief Executive Officer; 441 shares to Reginald M. Ballantyne III, its Senior Vice President-Market Strategy & Government Affairs; 90 shares to Dale St. Arnold, its Senior Vice President-Operations; and 29 shares to Stephen Patz, the chief executiveofficer of one of its hospitals owned by a subsidiary of the Company, for an aggregate purchase price of $50,001,082.56.  All of these purchases of common stock were for cash consideration at a purchase price of $1,701.18 per share.

                On January 3, 2003, as part of the non-cash purchase price for acquiring five hospitals in San Antonio, Texas, the Company issued tothe seller of the hospitals to the Company, Baptist Health System, (i) 30,000 shares of its Payable in Kind Cumulative Redeemable Convertible Preferred Stock, Series B, with a stated liquidation preference per share of $1,000 (the “B Preferred Stock”) and(ii) $17,641,800 principal amount of the Company’s 8.18% Convertible Subordinated Notes due 2013 (the “Subordinated Notes”).  The B Preferred Stock is convertible at any time into shares of the Company’s common stock at a $3,500 per shareconversion price.  The Subordinated Notes are convertible at any time into shares of the Company’s common stock at a $3,500 per share conversion price.

                On March 31, 2003, the Company issued to The MacNeal Memorial Hospital Association an additional 1,866 shares of its Payable in KindCumulative Redeemable Convertible Preferred Stock in payment of the 8% annual pay-in-kind dividend on the outstanding shares of such stock owned by the Association.  Such shares are automatically convertible into shares of the Company’s common stock uponan underwritten public offering of the Company’s common stock in which the gross proceeds to the Company are $50 million or more, at a conversion price equal to the per share offering price to the public.

                None of the above-described transactions was registered under the Securities Act of 1933, as amended, pursuant to the exemptionprovided by Section 4(2) thereof for a transaction not involving any public offering.

**Item 6.    Exhibits And Reports On Form 8-K.**

                (a)           Exhibits

                               3.1           Certificate of Incorporation. (Incorporated by reference from Exhibit 3 to Vanguard’s Current                                               Report on Form 8-K dated January 14, 2003.)

                               3.2           By-Laws (Incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on                                               Form S-1 having Registration No. 333-71934.)

                               4.1           Indenture, dated as of July 30, 2001 between Vanguard Health Systems, Inc., other Guarantors and                                               the Trustee (Incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement                                               on Form S-1 having Registration No. 333-71934.)

                               4.2           First Supplemental Indenture, dated as of September 21, 2001 between Vanguard Health Systems,                                               Inc., other Guarantors and the Trustee (Incorporated by reference from Exhibit 4.2 to the                                               Company’s Registration Statement on Form S-1 having Registration No. 333-71934.)

                               4.3           Second Supplemental Indenture, dated as of October 2, 2001 between Vanguard Health Systems,                                               Inc., other Guarantors and the Trustee (Incorporated by reference from Exhibit 4.3 to the                                               Company’s Registration Statement on Form S-1 having Registration No. 333-71934.)

                               4.4           Amended and Restated Subscription Agreement dated June 1, 2000 between Vanguard Health                                               Systems, Inc., funds controlled by Morgan Stanley Capital Partners and certain investors

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                                               (Incorporated by reference from Exhibit 4.4 to the Company’s Registration Statement on                                               Form S-1 having Registration No. 333-71934.)

                               4.5           Voting Proxy Agreement dated as of June 1, 1998, among certain holders and Vanguard Health                                               Systems, Inc. (Incorporated by reference from Exhibit 4.5 to the Company’s Registration                                               Statement on Form S-1 having Registration No. 333-71934.)

                               4.6           Amended and Restated Shareholders Agreement, dated as of June 1, 2000 among Vanguard                                               Health Systems, Inc., funds controlled by Morgan Stanley Capital Partners and certain holders                                               (Incorporated by reference from Exhibit 4.6 to the Company’s Registration Statement on                                               Form S-1 having Registration No. 333-71934.)

                               4.7           Surviving Shareholders Agreement dated as of June 1, 1998 among Vanguard Health Systems,                                               Inc., funds controlled by Morgan Stanley Capital Partners and certain holders (Incorporated by                                               reference from Exhibit 4.7 to the Company’s Registration Statement on Form S-1 having                                               Registration No. 333-71934.)

                               4.8           Letter Agreement dated as of June 1, 1998 among Vanguard Health Systems, Inc., funds                                               controlled by Morgan Stanley Capital Partners and certain investors (Incorporated by reference                                               from Exhibit 3.2 to the Company’s Registration Statement on Form S-1 having Registration No.                                               333-71934.)

                               4.9           8.18% Convertible Subordinated Notes due 2013 of Vanguard Health Systems, Inc. dated January                                               1, 2003.  (Incorporated by reference from Exhibit 4 to the Company’s Current Report on                                               Form 8-K dated January 14, 2003.)

                               4.10         Third Supplemental Indenture, dated as of October 31, 2002, among Vanguard, other                                               Guarantors and the Trustee.  (Incorporated by reference from Exhibit 4.2 to the Company’s                                               Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2002.)

                               10.1         Agreement Between the Shareholders of VHS Acquisition Subsidiary Number 5, Inc. dated                                               as of January 1, 2003.  (Incorporated by reference from Exhibit 10.1 to Vanguard’s Current                                               Report on Form 8-K dated January 14, 2003.)

                               10.2         License Agreement between Baptist Health System and VHS San Antonio Partners, L.P. dated                                               as of January 1, 2003.  (Incorporated by reference from Exhibit 10.2 to Vanguard’s Current                                               Report on Form 8-K dated January 14, 2003.)

                               10.3         Incremental Term Loan Commitment Agreement, dated as of January 3, 2003, among Vanguard                                               Health Systems, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the                                               term loan lenders party thereto.  (Incorporated by reference from Exhibit 10.5 to Vanguard’s                                               Current Report on Form 8-K dated January 14, 2003.)

                               99.1         Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted                                               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                               99.2         Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted                                               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                (b)           Reports on Form 8-K

                                During the quarter ended March 31,2003, the Company filed three Reports on Form 8-K related                                to its acquisition of Baptist Health System in San Antonio, Texas, and one 8-Kcontaining the                                Company’s second quarter earnings release.  On January 3, 2003, wefiled a Current Report on                                Form 8-K reporting under Item 5 that the Company completed its acquisition ofBaptist Health                                System of San Antonio, Texas, and provided under Item 7 as an exhibit theCompany’s press

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                                release related to completing suchacquisition.  On January 14, 2003, we filed a Current Report on                                Form 8-K reporting under Item 2 the acquisition of Baptist Health System of SanAntonio, Texas                                and provided under Item 7 as exhibits certain documents relevant to theacquisition.  On                                February11, 2003, we filed a Current Report on Form 8-K reporting under Item 9that the                                Company had issued a press release announcing its second quarter operatingresults and provided                                under Item 7 a copy of the Company’s press release announcing suchresults.  On March 17, 2003,                                we amended our Current Report on Form 8-K filed on January 14, 2003, by filingAmendment                                No. 1 on Form 8-K/A for the purpose of providing under Item 7 as exhibits theaudited financial                                statements of Baptist Health System as of and for the years ended August 31,2002, 2001 and                                2000; the unaudited interim financial statements of Baptist Health System as ofand for the four                                months ended December 31, 2002 and 2001; and the unaudited pro formaconsolidated financial                                statements of the Company as of and for the six months ended December 31, 2002and for the year                                ended June 30, 2002.

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**SIGNATURE**

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized this report to be signed on itsbehalf by the undersigned thereunto duly authorized.

DATE:     May 13,2003                                                                      VANGUARD HEALTH SYSTEMS, INC.

                                                                                                               BY:          /s/ Phillip W.Roe                                                                                                                                                                               *Phillip W. Roe                                                                                                                               Senior Vice President, Controller and                                                                                                                               Chief Accounting Officer*                                                                                                                               (Authorized Officer and Chief Accounting Officer)

**CERTIFICATIONS**

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                I, Charles N. Martin, Jr., Chairman and Chief Executive Officer of Vanguard Health Systems, Inc., certify that:

                1.             I have reviewed this quarterly report on Form 10-Q ofVanguard Health Systems, Inc.;

                2.             Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or                                omit to state a material fact necessary to make the statements made, in light ofthe circumstances                                under which such statements were made, not misleading with respect to the periodcovered by this quarterly                                report;

                3.             Based on my knowledge, the financial statements, and otherfinancial information included in this quarterly                                report, fairly present in all material respects the financial condition, results of operations and cash flows of                                the registrant as of, and for, the periods presented in this quarterlyreport;

                4.             The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure                                controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) forthe registrant and we                                have:

                               a)             designed such disclosure controls and procedures to ensure that material information relating to                                               the registrant, including  its consolidated subsidiaries, is made known to us by others within those                                               entities, particularly during the period in which this quarterly  report is being prepared;

                               b)            evaluated the effectiveness of the registrant’s disclosure  controls and procedures as of a date                                               within 90 days prior to the filing date of this quarterly report ( the “Evaluation Date”); and

                               c)             presented in this quarterly report our conclusions about the effectiveness of the disclosure controls                                               and procedures based on our evaluation as of the Evaluation Date;

                5.             The registrant’s other certifying officers and I havedisclosed, based on our most recent evaluation, to the                                registrant’s auditors and the audit committee of registrant’s boardof directors (or persons performing the                                equivalent function):

                               a)             all significant deficiencies in the design or operation of internal controls which could adversely                                               affect the registrant’s ability to record, process, summarize and report financial data and have                                               identified for the registrant’s  auditors any material weaknesses in internal controls; and

                               b)            any fraud, whether or not material, that involves management or other employees who have a                                               significant role in the registrant’s internal controls; and

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                6.             The registrant’s other certifying officers and I haveindicated in this quarterly report whether or not there                                were significant changes in internal controls or in other factors that couldsignificantly affect internal                                controls subsequent to the date of our most recent evaluation, including anycorrective actions with regard                                to significant deficiencies and material weaknesses.

Date:  May 13, 2003

                                                                                               /s/ Charles N. Martin, Jr.                                                                                                                   Charles N. Martin, Jr.                                                                                               Chairman and Chief Executive Officer

                I, Joseph D. Moore, Executive Vice President, Chief Financial Officer and Treasurer of  Vanguard Health Systems, Inc., certifythat:

                1.             I have reviewed this quarterly report on Form 10-Q ofVanguard Health Systems, Inc.;

                2.             Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or                                omit to state a material fact necessary to make the statements made, in light ofthe circumstances                                under which such statements were made, not misleading with respect to the periodcovered by this quarterly                                report;

                3.             Based on my knowledge, the financial statements, and otherfinancial information included in this quarterly                                report, fairly present in all material respects the financial condition, results of operations and cash flows of                                the registrant as of, and for, the periods presented in this quarterlyreport;

                4.             The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure                                controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) forthe registrant and we                                have:

                               a)             designed such disclosure controls and procedures to ensure that material information relating to                                               the registrant, including  its consolidated subsidiaries, is made known to us by others within those                                               entities, particularly during the period in which this quarterly  report is being prepared;

                               b)            evaluated the effectiveness of the registrant’s disclosure  controls and procedures as of a date                                               within 90 days prior to the filing date of this quarterly report ( the “Evaluation Date”); and

                               c)             presented in this quarterly report our conclusions about the effectiveness of the disclosure controls                                               and procedures based on our evaluation as of the Evaluation Date;

                5.             The registrant’s other certifying officers and I havedisclosed, based on our most recent evaluation, to the                                registrant’s auditors and the audit committee of registrant’s boardof directors (or persons performing the                                equivalent function):

                               a)             all significant deficiencies in the design or operation of internal controls which could adversely                                               affect the registrant’s ability to record, process, summarize and report financial data and have                                               identified for the registrant’s  auditors any material weaknesses in internal controls; and

                               b)            any fraud, whether or not material, that involves management or other employees who have a                                               significant role in the registrant’s internal controls; and

                6.             The registrant’s other certifying officers and I haveindicated in this quarterly report whether or not there                                were significant changes in internal controls or in other factors that couldsignificantly affect internal

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                                controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard                                to significant deficiencies and material weaknesses.

Date:  May 13, 2003

                                                                                               /s/ Joseph D. Moore                                                                                                                          Joseph D. Moore                                                                                               Executive Vice President, Chief Financial Officer and Treasurer

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**INDEX TO EXHIBITS**

Exhibit No.             Description

3.1                           Certificate of Incorporation. (Incorporated by reference fromExhibit 3 to Vanguard’s Current                                Report on Form 8-K dated January 14, 2003.)

3.2                           By-Laws (Incorporated by reference from Exhibit 3.2 to theCompany’s Registration Statement on                                Form S-1 having Registration No. 333-71934.)

4.1                           Indenture, dated as of July 30, 2001 between Vanguard HealthSystems, Inc., other Guarantors and                                the Trustee (Incorporated by reference from Exhibit 4.1 to the Company’sRegistration Statement                                on Form S-1 having Registration No. 333-71934.)

4.2                           First Supplemental Indenture, dated as of September 21, 2001between Vanguard Health Systems,                                Inc., other Guarantors and the Trustee (Incorporated by reference from Exhibit4.2 to the                                Company’s Registration Statement on Form S-1 having Registration No.333-71934.)

4.3                           Second Supplemental Indenture, dated as of October 2, 2001 betweenVanguard Health Systems,                                Inc., other Guarantors and the Trustee (Incorporated by reference from Exhibit4.3 to the                                Company’s Registration Statement on Form S-1 having Registration No.333-71934.)

4.4                           Amended and Restated Subscription Agreement dated June 1, 2000between Vanguard Health                                Systems, Inc., funds controlled by Morgan Stanley Capital Partners and certaininvestors                                (Incorporated by reference from Exhibit 4.4 to the Company’s RegistrationStatement on                                Form S-1 having Registration No. 333-71934.)

4.5                           Voting Proxy Agreement dated as of June 1, 1998, among certainholders and Vanguard Health                                Systems, Inc. (Incorporated by reference from Exhibit 4.5 to the Company’sRegistration                                Statement on Form S-1 having Registration No. 333-71934.)

4.6                           Amended and Restated Shareholders Agreement, dated as of June 1,2000 among Vanguard                                Health Systems, Inc., funds controlled by Morgan Stanley Capital Partners andcertain holders                                (Incorporated by reference from Exhibit 4.6 to the Company’s RegistrationStatement on                                Form S-1 having Registration No. 333-71934.)

4.7                           Surviving Shareholders Agreement dated as of June 1, 1998 amongVanguard Health Systems,                                Inc., funds controlled by Morgan Stanley Capital Partners and certain holders(Incorporated by                                reference from Exhibit 4.7 to the Company’s Registration Statement on FormS-1 having                                Registration No. 333-71934.)

4.8                           Letter Agreement dated as of June 1, 1998 among Vanguard HealthSystems, Inc., funds                                controlled by Morgan Stanley Capital Partners and certain investors(Incorporated by reference                                from Exhibit 3.2 to the Company’s Registration Statement on Form S-1having Registration No.                                333-71934.)

4.9                           8.18% Convertible Subordinated Notes due 2013 of Vanguard HealthSystems, Inc. dated January                                1, 2003.  (Incorporated by reference from Exhibit 4 to the Company’sCurrent Report on                                Form 8-K dated January 14, 2003.)

4.10                         Third Supplemental Indenture, dated as of October 31, 2002, among Vanguard,other                                Guarantors and the Trustee.  (Incorporated by reference from Exhibit 4.2 tothe Company’s                                Quarterly Report on Form 10-Q for the quarterly period ended December 31,2002.)

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10.1                         Agreement Between the Shareholders of VHS Acquisition Subsidiary Number 5,Inc. dated                                as of January 1, 2003.  (Incorporated by reference from Exhibit 10.1 toVanguard’s Current                                Report on Form 8-K dated January 14, 2003.)

10.2                         License Agreement between Baptist Health System and VHS San Antonio Partners,L.P. dated                                as of January 1, 2003.  (Incorporated by reference from Exhibit 10.2 toVanguard’s Current                                Report on Form 8-K dated January 14, 2003.)

10.3                         Incremental Term Loan Commitment Agreement, dated as of January 3, 2003,among Vanguard                                Health Systems, Inc., as Borrower, Bank of America, N.A., as AdministrativeAgent, and the                                term loan lenders party thereto.  (Incorporated by reference from Exhibit10.5 to Vanguard’s                                Current Report on Form 8-K dated January 14, 2003.)

99.1                         Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,as adopted                                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2                         Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,as adopted                                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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