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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 2, 2023

 

 

 

SELECT MEDICAL HOLDINGS CORPORATION

 

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-34465   20-1764048
(State or other jurisdiction of
Incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)

 

 

 

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices)  (Zip Code)

 

(717) 972-1100

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share SEM New York Stock Exchange (NYSE)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On August 3, 2023, Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2023. A copy of the press release and financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.

 

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01 Other Events

 

Dividend Declaration

 

On August 2, 2023, the Company’s Board of Directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about September 1, 2023 to stockholders of record as of the close of business on August 15, 2023.

 

 


 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number Description
   
99.1 Press Release, dated August 3, 2023, announcing financial results for the second quarter ended June 30, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

 

  SELECT MEDICAL HOLDINGS CORPORATION
 
Date: August 3, 2023 By: /s/ Michael E. Tarvin
    Michael E. Tarvin 
    Executive Vice President, General Counsel and Secretary

 

 

 

EX-99.1 2 tm2322751d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

   

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road

Mechanicsburg, PA 17055

 

NYSE Symbol: SEM

 

Select Medical Holdings Corporation Announces Results

For Its Second Quarter Ended June 30, 2023 and Cash Dividend

 

MECHANICSBURG, PENNSYLVANIA — August 3, 2023 — Select Medical Holdings Corporation (“Select Medical,” “we,” “us,” or “our”) (NYSE: SEM) today announced results for its second quarter ended June 30, 2023, and the declaration of a cash dividend.

 

For the second quarter ended June 30, 2023, revenue increased 5.7% to $1,674.5 million, compared to $1,584.7 million for the same quarter, prior year. Income from operations increased 31.6% to $159.2 million for the second quarter ended June 30, 2023, compared to $121.0 million for the same quarter, prior year. For the second quarter ended June 30, 2022, income from operations included $15.1 million of other operating income related to the recognition of payments received under the Coronavirus Aid, Relief, and Economic Security Act Public Health and Social Services Emergency Fund, also referred to as the Provider Relief Fund. Net income increased 38.6% to $91.9 million for the second quarter ended June 30, 2023, compared to $66.3 million for the same quarter, prior year. Adjusted EBITDA increased 21.3% to $219.5 million for the second quarter ended June 30, 2023, compared to $181.0 million for the same quarter, prior year. Earnings per common share increased 44.0% to $0.61 for the second quarter ended June 30, 2023, compared to $0.43 for the same quarter, prior year. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table IX of this release.

 

For the six months ended June 30, 2023, revenue increased 4.9% to $3,339.5 million, compared to $3,184.3 million for the same period, prior year. Income from operations increased 38.1% to $310.7 million for the six months ended June 30, 2023, compared to $225.0 million for the same period, prior year. For the six months ended June 30, 2022, income from operations included $15.1 million of other operating income related to the recognition of payments received under the Provider Relief Fund. Net income increased 45.0% to $177.1 million for the six months ended June 30, 2023, compared to $122.2 million for the same period, prior year. Adjusted EBITDA increased 25.7% to $433.5 million for the six months ended June 30, 2023, compared to $344.8 million for the same period, prior year. Earnings per common share increased 47.6% to $1.17 for the six months ended June 30, 2023, compared to $0.79 for the same period, prior year. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table IX of this release.

 

Company Overview

 

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States based on number of facilities. Select Medical’s reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, the outpatient rehabilitation segment, and the Concentra segment. As of June 30, 2023, Select Medical operated 108 critical illness recovery hospitals in 28 states, 32 rehabilitation hospitals in 12 states, 1,944 outpatient rehabilitation clinics in 39 states and the District of Columbia, and 540 occupational health centers in 41 states. At June 30, 2023, Select Medical had operations in 46 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

 

1


 

Critical Illness Recovery Hospital Segment

 

For the second quarter ended June 30, 2023, revenue for the critical illness recovery hospital segment increased 5.3% to $575.1 million, compared to $545.9 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 227.2% to $65.5 million for the second quarter ended June 30, 2023, compared to $20.0 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 11.4% for the second quarter ended June 30, 2023, compared to 3.7% for the same quarter, prior year. Certain critical illness recovery hospital key statistics are presented in table VII of this release for the second quarters ended June 30, 2023 and 2022.

 

For the six months ended June 30, 2023, revenue for the critical illness recovery hospital segment increased 1.9% to $1,169.0 million, compared to $1,147.7 million for the same period, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 154.1% to $142.3 million for the six months ended June 30, 2023, compared to $56.0 million for the same period, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 12.2% for the six months ended June 30, 2023, compared to 4.9% for the same period, prior year. Certain critical illness recovery hospital key statistics are presented in table VIII of this release for the six months ended June 30, 2023 and 2022.

 

Rehabilitation Hospital Segment

 

For the second quarter ended June 30, 2023, revenue for the rehabilitation hospital segment increased 5.2% to $240.9 million, compared to $228.9 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 9.7% to $54.7 million for the second quarter ended June 30, 2023, compared to $49.8 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 22.7% for the second quarter ended June 30, 2023, compared to 21.8% for the same quarter, prior year. Certain rehabilitation hospital key statistics are presented in table VII of this release for the second quarters ended June 30, 2023 and 2022.

 

For the six months ended June 30, 2023, revenue for the rehabilitation hospital segment increased 5.1% to $472.3 million, compared to $449.5 million for the same period, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 10.5% to $101.9 million for the six months ended June 30, 2023, compared to $92.2 million for the same period, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 21.6% for the six months ended June 30, 2023, compared to 20.5% for the same period, prior year. Certain rehabilitation hospital key statistics are presented in table VIII of this release for the six months ended June 30, 2023 and 2022.

 

Outpatient Rehabilitation Segment

 

For the second quarter ended June 30, 2023, revenue for the outpatient rehabilitation segment increased 5.5% to $303.0 million, compared to $287.3 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $32.9 million for the second quarter ended June 30, 2023, compared to $33.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 10.8% for the second quarter ended June 30, 2023, compared to 11.7% for the same quarter, prior year. Certain outpatient rehabilitation key statistics are presented in table VII of this release for the second quarters ended June 30, 2023 and 2022.

 

For the six months ended June 30, 2023, revenue for the outpatient rehabilitation segment increased 7.1% to $598.9 million, compared to $559.2 million for the same period, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 4.7% to $63.0 million for the six months ended June 30, 2023, compared to $60.2 million for the same period, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 10.5% for the six months ended June 30, 2023, compared to 10.8% for the same period, prior year. Certain outpatient rehabilitation key statistics are presented in table VIII of this release for the six months ended June 30, 2023 and 2022.

 

2


 

Concentra Segment

 

For the second quarter ended June 30, 2023, revenue for the Concentra segment increased 5.8% to $467.1 million, compared to $441.4 million for the same quarter, prior year. Adjusted EBITDA for the Concentra segment increased 8.4% to $100.4 million for the second quarter ended June 30, 2023, compared to $92.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the Concentra segment was 21.5% for the second quarter ended June 30, 2023, compared to 21.0% for the same quarter, prior year. Certain Concentra key statistics are presented in table VII of this release for the second quarters ended June 30, 2023 and 2022.

 

For the six months ended June 30, 2023, revenue for the Concentra segment increased 6.8% to $923.4 million, compared to $864.8 million for the same period, prior year. Adjusted EBITDA for the Concentra segment increased 6.6% to $194.1 million for the six months ended June 30, 2023, compared to $182.1 million for the same period, prior year. The Adjusted EBITDA margin for the Concentra segment was 21.0% for the six months ended June 30, 2023, compared to 21.1% for the same period, prior year. Certain Concentra key statistics are presented in table VIII of this release for the six months ended June 30, 2023 and 2022.

 

Dividend

 

On August 2, 2023, Select Medical’s Board of Directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about September 1, 2023, to stockholders of record as of the close of business on August 15, 2023.

 

There is no assurance that future dividends will be declared. The declaration and payment of dividends in the future are at the discretion of Select Medical’s Board of Directors after taking into account various factors, including, but not limited to, Select Medical’s financial condition, operating results, available cash and current and anticipated cash needs, the terms of Select Medical’s indebtedness, and other factors Select Medical’s Board of Directors may deem to be relevant.

 

Stock Repurchase Program

 

The Board of Directors of Select Medical has authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. The common stock repurchase program will remain in effect until December 31, 2023, unless further extended or earlier terminated by the Board of Directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Select Medical deems appropriate. Select Medical funds this program with cash on hand and borrowings under its revolving credit facility.

 

Select Medical did not repurchase shares under its authorized stock repurchase program during the six months ended June 30, 2023. Since the inception of the common stock repurchase program through June 30, 2023, Select Medical has repurchased 48,234,823 shares at a cost of approximately $600.3 million, or $12.45 per share, which includes transaction costs.

 

Financing Transactions

 

On May 31, 2023, Select entered into Amendment No. 7 to the Select credit agreement. Amendment No. 7 replaced the interest rate based on LIBOR and LIBOR-based mechanics applicable to borrowings under the Select credit agreement with an interest rate based on Adjusted Term SOFR (as defined in the credit agreement). The Adjusted Term SOFR Rate includes a credit spread adjustment of 0.10%.

 

3


 

On July 31, 2023, the Company entered into Amendment No. 8 to the Select credit agreement. Amendment No. 8 provides for a new tranche of refinancing term loan in an aggregate principal amount of $2,103.0 million to replace the existing term loans and a $710.0 million new revolving credit facility to replace the existing revolving credit facility. The refinancing term loan and the extended revolving credit facility will mature on March 6, 2027, with an early springing maturity 90 days prior to the senior notes maturity, triggered if more than $300.0 million of senior notes remain outstanding on May 15, 2026. The refinancing term loan has an interest rate of Term SOFR (without the 0.10% credit spread adjustment) plus 3.00% and the refinancing revolving credit facility has an interest rate of Adjusted Term SOFR plus 2.50%, in each case, subject to a leverage-based pricing grid.

 

Business Outlook

 

Select Medical is adjusting its 2023 business outlook for revenue, Adjusted EBITDA, and fully diluted earnings per share, which was provided most recently in its May 4, 2023 press release. Select Medical is also issuing its business outlook for adjusted earnings per share. Select Medical expects consolidated revenue to be in the range of $6.55 billion to $6.7 billion for the full year of 2023, Adjusted EBITDA to be in the range of $795.0 million to $825.0 million, and fully diluted earnings per share to be in the range of $1.77 to $1.94. Select Medical expects adjusted earnings per share to be in the range of $1.86 to $2.03. Adjusted earnings per share excludes the loss on early retirement of debt and related costs, and its related tax effects. Reconciliations of full year 2023 Adjusted EBITDA expectations to net income and adjusted earnings per share to fully diluted earnings per share are presented in table X of this release.

 

Conference Call

 

Select Medical will host a conference call regarding its second quarter result and its business outlook on Friday, August 4, 2023, at 9:00am ET. The conference call will be a live webcast and can be accessed at Select Medical Holdings Corporation’s website at www.selectmedicalholdings.com. A replay of the webcast will be available shortly after the call through the same link.

 

For listeners wishing to dial-in via telephone, or participate in the question and answer session, you may pre-register for the call at Select Medical Earnings Call Registration to obtain your dial-in number and unique passcode.

 

4


 

* * * * *

 

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), including statements related to Select Medical’s 2023 and long-term business outlook. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to factors including the following:

 

adverse economic conditions including an inflationary environment could cause us to continue to experience increases in the prices of labor and other costs of doing business resulting in a negative impact on our business, operating results, cash flows, and financial condition;

 

shortages in qualified nurses, therapists, physicians, or other licensed providers, and/or the inability to attract or retain qualified healthcare professionals could limit our ability to staff our facilities;

 

shortages in qualified health professionals could cause us to increase our dependence on contract labor, increase our efforts to recruit and train new employees, and expand upon our initiatives to retain existing staff, which could increase our operating costs significantly;

 

the continuing effects of the COVID-19 pandemic including, but not limited to, the prolonged disruption to the global financial markets, increased operational costs due to recessionary pressures and labor costs, additional measures taken by government authorities and the private sector to limit the spread of COVID-19, and further legislative and regulatory actions which impact healthcare providers, including actions that may impact the Medicare program;

 

changes in government reimbursement for our services and/or new payment policies may result in a reduction in revenue, an increase in costs, and a reduction in profitability;

 

the failure of our Medicare-certified long term care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our revenue and profitability to decline;

 

the failure of our Medicare-certified long term care hospitals and inpatient rehabilitation facilities operated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our revenue and profitability to decline;

 

a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;

 

acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources, or expose us to unforeseen liabilities;

 

our plans and expectations related to our acquisitions and our ability to realize anticipated synergies;

 

private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;

 

the failure to maintain established relationships with the physicians in the areas we serve could reduce our revenue and profitability;

 

competition may limit our ability to grow and result in a decrease in our revenue and profitability;

 

the loss of key members of our management team could significantly disrupt our operations;

 

the effect of claims asserted against us could subject us to substantial uninsured liabilities;

 

5


 

a security breach of our or our third-party vendors’ information technology systems may subject us to potential legal and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act; and

 

other factors discussed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including factors discussed under the heading “Risk Factors” of our quarterly reports on Form 10-Q and in our annual report on Form 10-K for the year ended December 31, 2022.

 

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.

 

Investor inquiries: 

Joel T. Veit 

Senior Vice President and Treasurer 

717-972-1100 

ir@selectmedical.com

 

SOURCE: Select Medical Holdings Corporation

 

6


 

I. Condensed Consolidated Statements of Operations 

For the Three Months Ended June 30, 2022 and 2023 

(In thousands, except per share amounts, unaudited)

 

    2022     2023     % Change  
Revenue   $ 1,584,741     $ 1,674,528       5.7 %
Costs and expenses:                        
Cost of services, exclusive of depreciation and amortization     1,390,550       1,423,603       2.4  
General and administrative     37,268       42,508       14.1  
Depreciation and amortization     51,081       49,939       (2.2 )
Total costs and expenses     1,478,899       1,516,050       2.5  
Other operating income     15,125       726       N/M  
Income from operations     120,967       159,204       31.6  
Other income and expense:                        
Equity in earnings of unconsolidated subsidiaries     6,167       10,501       70.3  
Interest expense     (41,052 )     (48,997 )     19.4  
Income before income taxes     86,082       120,708       40.2  
Income tax expense     19,820       28,848       45.5  
Net income     66,262       91,860       38.6  
Less: Net income attributable to non-controlling interests     11,055       13,623       23.2  
Net income attributable to Select Medical   $ 55,207     $ 78,237       41.7 %
Basic and diluted earnings per common share:(1)   $ 0.43     $ 0.61          

 

 

(1) Refer to table III for calculation of earnings per common share.

 

N/M Not meaningful

 

7


 

II. Condensed Consolidated Statements of Operations 

For the Six Months Ended June 30, 2022 and 2023 

(In thousands, except per share amounts, unaudited)

 

    2022     2023     % Change  
Revenue   $ 3,184,288     $ 3,339,508       4.9 %
Costs and expenses:                        
Cost of services, exclusive of depreciation and amortization     2,797,560       2,842,422       1.6  
General and administrative     74,781       84,787       13.4  
Depreciation and amortization     102,120       102,364       0.2  
Total costs and expenses     2,974,461       3,029,573       1.9  
Other operating income     15,125       726       N/M  
Income from operations     224,952       310,661       38.1  
Other income and expense:                        
Equity in earnings of unconsolidated subsidiaries     11,564       19,057       64.8  
Interest expense     (76,566 )     (97,568 )     27.4  
Income before income taxes     159,950       232,150       45.1  
Income tax expense     37,762       55,033       45.7  
Net income     122,188       177,117       45.0  
Less: Net income attributable to non-controlling interests     17,864       28,075       57.2  
Net income attributable to Select Medical   $ 104,324     $ 149,042       42.9 %
Basic and diluted earnings per common share:(1)   $ 0.79     $ 1.17          

 

 

(1) Refer to table III for calculation of earnings per common share.

 

N/M Not meaningful

 

8


 

III. Earnings per Share 

For the Three and Six Months Ended June 30, 2022 and 2023 

(In thousands, except per share amounts, unaudited)

 

Select Medical’s capital structure includes common stock and unvested restricted stock awards. To compute earnings per share (“EPS”), Select Medical applies the two-class method because its unvested restricted stock awards are participating securities which are entitled to participate equally with its common stock in undistributed earnings.

 

The following table sets forth the net income attributable to Select Medical, its common shares outstanding, and its participating securities outstanding for the three and six months ended June 30, 2022 and 2023:

 

    Basic and Diluted EPS  
   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
    2022     2023     2022     2023  
Net income   $ 66,262     $ 91,860     $ 122,188     $ 177,117  
Less: net income attributable to non-controlling interests     11,055       13,623       17,864       28,075  
Net income attributable to Select Medical     55,207       78,237       104,324       149,042  
Less: net income attributable to participating securities     1,920       2,877       3,558       5,449  
Net income attributable to common shares   $ 53,287     $ 75,360     $ 100,766     $ 143,593  

 

The following tables set forth the computation of EPS under the two-class method for the three and six months ended June 30, 2022 and 2023:

 

    Three Months Ended June 30,  
    2022     2023  
    Net Income Allocation     Shares(1)     Basic and Diluted EPS     Net Income Allocation     Shares(1)     Basic and Diluted EPS  
                                     
    (in thousands, except for per share amounts)  
Common shares   $ 53,287       124,897     $ 0.43     $ 75,360       122,634     $ 0.61  
Participating securities     1,920       4,500     $ 0.43       2,877       4,681     $ 0.61  
Total   $ 55,207                     $ 78,237                  

 

    Six Months Ended June 30,  
    2022     2023  
    Net Income Allocation     Shares(1)     Basic and Diluted EPS     Net Income Allocation     Shares(1)     Basic and Diluted EPS  
                                     
    (in thousands, except for per share amounts)  
Common shares   $ 100,766       126,942     $ 0.79     $ 143,593       122,594     $ 1.17  
Participating securities     3,558       4,482     $ 0.79       5,449       4,652     $ 1.17  
Total   $ 104,324                     $ 149,042                  

 

 

(1)            Represents the weighted average share count outstanding during the period.

 

9


 

IV. Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

    December 31, 2022     June 30, 2023  
Assets                
Current Assets:                
Cash and cash equivalents   $ 97,906     $ 101,167  
Accounts receivable     941,312       964,680  
Other current assets     232,095       238,637  
Total Current Assets     1,271,313       1,304,484  
Operating lease right-of-use assets     1,169,740       1,182,839  
Property and equipment, net     1,001,440       1,004,430  
Goodwill     3,484,200       3,486,050  
Identifiable intangible assets, net     351,662       346,733  
Other assets     386,938       377,333  
Total Assets   $ 7,665,293     $ 7,701,869  
Liabilities and Equity                
Current Liabilities:                
Payables and accruals   $ 874,016     $ 889,490  
Current operating lease liabilities     236,784       241,517  
Current portion of long-term debt and notes payable     44,351       57,205  
Total Current Liabilities     1,155,151       1,188,212  
Non-current operating lease liabilities     1,008,394       1,021,314  
Long-term debt, net of current portion     3,835,211       3,695,341  
Non-current deferred tax liability     169,793       155,925  
Other non-current liabilities     106,137       105,123  
Total Liabilities     6,274,686       6,165,915  
Redeemable non-controlling interests     34,043       34,375  
Total equity     1,356,564       1,501,579  
Total Liabilities and Equity   $ 7,665,293     $ 7,701,869  

 

10


 

V. Condensed Consolidated Statements of Cash Flows

For the Three Months Ended June 30, 2022 and 2023

(In thousands, unaudited)

 

    2022     2023  
Operating activities                
Net income   $ 66,262     $ 91,860  
Adjustments to reconcile net income to net cash provided by operating activities:                
Distributions from unconsolidated subsidiaries     3,654       6,275  
Depreciation and amortization     51,081       49,939  
Provision for expected credit losses     17       332  
Equity in earnings of unconsolidated subsidiaries     (6,167 )     (10,501 )
Gain on sale or disposal of assets     (1,453 )     (16 )
Stock compensation expense     8,946       10,326  
Amortization of debt discount, premium and issuance costs     565       609  
Deferred income taxes     (2,385 )     (8,275 )
Changes in operating assets and liabilities, net of effects of business combinations:                
Accounts receivable     19,794       32,262  
Other current assets     (309 )     5,745  
Other assets     (1,411 )     1,814  
Accounts payable and accrued expenses     47,478       54,468  
Government advances     (14,391 )      
Net cash provided by operating activities     171,681       234,838  
Investing activities                
Business combinations, net of cash acquired     (14,055 )     (7,335 )
Purchases of property, equipment, and other assets     (46,332 )     (59,514 )
Investment in businesses     (3,653 )      
Proceeds from sale of assets     5,277       36  
Net cash used in investing activities     (58,763 )     (66,813 )
Financing activities                
Borrowings on revolving facilities     285,000       210,000  
Payments on revolving facilities     (275,000 )     (325,000 )
Borrowings of other debt     1,700       850  
Principal payments on other debt     (7,686 )     (15,203 )
Dividends paid to common stockholders     (16,108 )     (15,924 )
Repurchase of common stock     (126,947 )     (1,506 )
Increase (decrease) in overdrafts     (3,447 )     257  
Proceeds from issuance of non-controlling interests     1,726       12,081  
Distributions to and purchases of non-controlling interests     (8,368 )     (16,116 )
Net cash used in financing activities     (149,130 )     (150,561 )
Net increase (decrease) in cash and cash equivalents     (36,212 )     17,464  
Cash and cash equivalents at beginning of period     130,881       83,703  
Cash and cash equivalents at end of period   $ 94,669     $ 101,167  
Supplemental information                
Cash paid for interest, excluding amounts received of $103 and $20,465 under interest rate cap contract   $ 20,700     $ 49,050  
Cash paid for taxes     15,500       42,419  

 

11


 

VI. Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2022 and 2023

(In thousands, unaudited)

 

    2022     2023  
Operating activities                
Net income   $ 122,188     $ 177,117  
Adjustments to reconcile net income to net cash provided by operating activities:                
Distributions from unconsolidated subsidiaries     11,140       8,841  
Depreciation and amortization     102,120       102,364  
Provision for expected credit losses     111       761  
Equity in earnings of unconsolidated subsidiaries     (11,564 )     (19,057 )
Gain on sale or disposal of assets     (1,476 )     (23 )
Stock compensation expense     17,769       20,508  
Amortization of debt discount, premium and issuance costs     1,123       1,174  
Deferred income taxes     (1,965 )     (10,876 )
Changes in operating assets and liabilities, net of effects of business combinations:                
Accounts receivable     (32,431 )     (23,135 )
Other current assets     (2,128 )     (5,997 )
Other assets     1,275       5,472  
Accounts payable and accrued expenses     49,175       29,129  
Government advances     (77,319 )      
Net cash provided by operating activities     178,018       286,278  
Investing activities                
Business combinations, net of cash acquired     (19,241 )     (7,732 )
Purchases of property, equipment, and other assets     (93,177 )     (118,399 )
Investment in businesses     (6,990 )     (9,800 )
Proceeds from sale of assets     5,314       56  
Net cash used in investing activities     (114,094 )     (135,875 )
Financing activities                
Borrowings on revolving facilities     565,000       435,000  
Payments on revolving facilities     (375,000 )     (535,000 )
Borrowings of other debt     17,494       22,298  
Principal payments on other debt     (16,874 )     (26,373 )
Dividends paid to common stockholders     (32,799 )     (31,821 )
Repurchase of common stock     (178,623 )     (1,506 )
Decrease in overdrafts     (11,055 )     (467 )
Proceeds from issuance of non-controlling interests     6,955       14,812  
Distributions to and purchases of non-controlling interests     (18,663 )     (24,085 )
Net cash used in financing activities     (43,565 )     (147,142 )
Net increase in cash and cash equivalents     20,359       3,261  
Cash and cash equivalents at beginning of period     74,310       97,906  
Cash and cash equivalents at end of period   $ 94,669     $ 101,167  
Supplemental information                
Cash paid for interest, excluding amounts received of $103 and $38,284 under the interest rate cap contract   $ 74,217     $ 133,581  
Cash paid for taxes     16,423       42,755  

 

12


 

VII. Key Statistics

For the Three Months Ended June 30, 2022, and 2023

(unaudited)

 

    2022     2023     % Change  
Critical Illness Recovery Hospital                        
Number of hospitals operated – end of period(a)     105       108          
Revenue (,000)   $ 545,908     $ 575,091       5.3 %
Number of patient days(b)(c)     273,133       276,366       1.2 %
Number of admissions(b)(d)     8,806       8,925       1.4 %
Revenue per patient day(b)(e)   $ 1,987     $ 2,076       4.5 %
Occupancy rate(b)(f)     67 %     68 %     1.5 %
Adjusted EBITDA (,000)   $ 20,019     $ 65,496       227.2 %
Adjusted EBITDA margin     3.7 %     11.4 %        
Rehabilitation Hospital                        
Number of hospitals operated – end of period(a)     31       32          
Revenue (,000)   $ 228,887     $ 240,856       5.2 %
Number of patient days(b)(c)     108,812       109,680       0.8 %
Number of admissions(b)(d)     7,450       7,865       5.6 %
Revenue per patient day(b)(e)   $ 1,928     $ 2,008       4.1 %
Occupancy rate(b)(f)     86 %     84 %     (2.3 )%
Adjusted EBITDA (,000)   $ 49,845     $ 54,689       9.7 %
Adjusted EBITDA margin     21.8 %     22.7 %        
Outpatient Rehabilitation                        
Number of clinics operated – end of period(a)     1,920       1,944          
Working days(g)     64       64          
Revenue (,000)   $ 287,258     $ 302,972       5.5 %
Number of visits(b)(h)     2,450,912       2,720,490       11.0 %
Revenue per visit(b)(i)   $ 103     $ 100       (2.9 )%
Adjusted EBITDA (,000)   $ 33,601     $ 32,850       (2.2 )%
Adjusted EBITDA margin     11.7 %     10.8 %        
Concentra                        
Number of centers operated – end of period(b)     518       540          
Working days(g)     64       64          
Revenue (,000)   $ 441,357     $ 467,079       5.8 %
Number of visits(b)(h)     3,214,512       3,267,894       1.7 %
Revenue per visit(b)(i)   $ 127     $ 134       5.5 %
Adjusted EBITDA (,000)   $ 92,607     $ 100,391       8.4 %
Adjusted EBITDA margin     21.0 %     21.5 %        

 

 

(a) Includes managed locations.

 

(b) Excludes managed locations. For purposes of the Concentra segment, onsite clinics are excluded.

 

(c) Each patient day represents one patient occupying one bed for one day during the periods presented.

 

(d) Represents the number of patients admitted to Select Medical’s hospitals during the periods presented.

 

(e) Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues from certain other ancillary and outpatient services provided at Select Medical’s hospitals, by the total number of patient days.

 

(f) Represents the portion of our hospitals being utilized for patient care during the periods presented. Occupancy rate is calculated using the number of patient days, as presented above, divided by the total number of bed days available during the period. Bed days available is derived by adding the daily number of available licensed beds for each of the periods presented.

 

(g) Represents the number of days in which normal business operations were conducted during the periods presented.

 

(h) Represents the number of visits in which patients were treated at Select Medical’s outpatient rehabilitation clinics and Concentra centers during the periods presented. COVID-19 screening and testing services provided by our Concentra segment are not included in these figures.

 

(i) Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from certain other ancillary services, by the total number of visits. For purposes of this computation for the Concentra segment, patient service revenue does not include onsite clinics or revenues generated from COVID-19 screening and testing services.

 

13


 

VIII. Key Statistics

For the Six Months Ended June 30, 2022, and 2023

(unaudited)

 

    2022     2023     % Change  
Critical Illness Recovery Hospital                        
Number of hospitals operated – end of period(a)     105       108          
Revenue (,000)   $ 1,147,663     $ 1,169,017       1.9 %
Number of patient days(b)(c)     562,350       563,112       0.1 %
Number of admissions(b)(d)     18,263       18,363       0.5 %
Revenue per patient day(b)(e)   $ 2,032     $ 2,067       1.7 %
Occupancy rate(b)(f)     69 %     70 %     1.4 %
Adjusted EBITDA (,000)   $ 55,986     $ 142,269       154.1 %
Adjusted EBITDA margin     4.9 %     12.2 %        
Rehabilitation Hospital                        
Number of hospitals operated – end of period(a)     31       32          
Revenue (,000)   $ 449,521     $ 472,318       5.1 %
Number of patient days(b)(c)     212,614       218,047       2.6 %
Number of admissions(b)(d)     14,632       15,523       6.1 %
Revenue per patient day(b)(e)   $ 1,935     $ 1,989       2.8 %
Occupancy rate(b)(f)     85 %     85 %     0.0 %
Adjusted EBITDA (,000)   $ 92,224     $ 101,905       10.5 %
Adjusted EBITDA margin     20.5 %     21.6 %        
Outpatient Rehabilitation                        
Number of clinics operated – end of period(a)     1,920       1,944          
Working days(g)     128       128          
Revenue (,000)   $ 559,198     $ 598,875       7.1 %
Number of visits(b)(h)     4,760,998       5,357,260       12.5 %
Revenue per visit(b)(i)   $ 103     $ 100       (2.9 )%
Adjusted EBITDA (,000)   $ 60,197     $ 63,049       4.7 %
Adjusted EBITDA margin     10.8 %     10.5 %        
Concentra                        
Number of centers operated – end of period(b)     518       540          
Working days(g)     128       128          
Revenue (,000)   $ 864,780     $ 923,377       6.8 %
Number of visits(b)(h)     6,331,410       6,485,839       2.4 %
Revenue per visit(b)(i)   $ 126     $ 134       6.3 %
Adjusted EBITDA (,000)   $ 182,076     $ 194,139       6.6 %
Adjusted EBITDA margin     21.1 %     21.0 %        

 

 

(a) Includes managed locations.

 

(b) Excludes managed locations. For purposes of the Concentra segment, onsite clinics are excluded.

 

(c) Each patient day represents one patient occupying one bed for one day during the periods presented.

 

(d) Represents the number of patients admitted to Select Medical’s hospitals during the periods presented.

 

(e) Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues from certain other ancillary and outpatient services provided at Select Medical’s hospitals, by the total number of patient days.

 

(f) Represents the portion of our hospitals being utilized for patient care during the periods presented. Occupancy rate is calculated using the number of patient days, as presented above, divided by the total number of bed days available during the period. Bed days available is derived by adding the daily number of available licensed beds for each of the periods presented.

 

(g) Represents the number of days in which normal business operations were conducted during the periods presented.

 

(h) Represents the number of visits in which patients were treated at Select Medical’s outpatient rehabilitation clinics and Concentra centers during the periods presented. COVID-19 screening and testing services provided by our Concentra segment are not included in these figures.

 

(i) Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from certain other ancillary services, by the total number of visits. For purposes of this computation for the Concentra segment, patient service revenue does not include onsite clinics or revenues generated from COVID-19 screening and testing services.

 

14


 

IX. Net Income to Adjusted EBITDA Reconciliation

For the Three and Six Months Ended June 30, 2022 and 2023

(In thousands, unaudited)

 

The presentation of Adjusted EBITDA is important to investors because Adjusted EBITDA is commonly used as an analytical indicator of performance by investors within the healthcare industry. Adjusted EBITDA is used by management to evaluate financial performance and determine resource allocation for each of Select Medical’s segments. Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States of America (“GAAP”). Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, income from operations, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying definitions, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.

 

The following table reconciles net income to Adjusted EBITDA for Select Medical. Adjusted EBITDA is used by Select Medical to report its segment performance. Adjusted EBITDA is defined as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries.

 

   

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
    2022     2023     2022     2023  
Net income   $ 66,262     $ 91,860     $ 122,188     $ 177,117  
Income tax expense     19,820       28,848       37,762       55,033  
Interest expense     41,052       48,997       76,566       97,568  
Equity in earnings of unconsolidated subsidiaries     (6,167 )     (10,501 )     (11,564 )     (19,057 )
Income from operations     120,967       159,204       224,952       310,661  
Stock compensation expense:                                
Included in general and administrative     7,046       8,553       13,995       16,958  
Included in cost of services     1,900       1,773       3,774       3,549  
Depreciation and amortization     51,081       49,939       102,120       102,364  
Adjusted EBITDA   $ 180,994     $ 219,469     $ 344,841     $ 433,532  
                                 
Critical illness recovery hospital   $ 20,019     $ 65,496     $ 55,986     $ 142,269  
Rehabilitation hospital     49,845       54,689       92,224       101,905  
Outpatient rehabilitation     33,601       32,850       60,197       63,049  
Concentra     92,607       100,391       182,076       194,139  
Other(a)     (15,078 )     (33,957 )     (45,642 )     (67,830 )
Adjusted EBITDA   $ 180,994     $ 219,469     $ 344,841     $ 433,532  

 

 

(a) Other primarily includes general and administrative costs and other operating income, as discussed further above.

 

15


 

X. Net Income to Adjusted EBITDA and Earnings per Share to Adjusted Earnings per Share Reconciliations 

Business Outlook for the Year Ending December 31, 2023 

(In millions, unaudited)

 

The following is a reconciliation of full year 2023 Adjusted EBITDA expectations as computed at the low and high points of the range to the closest comparable GAAP financial measure. Refer to table VI for the definition of Adjusted EBITDA and a discussion of Select Medical’s use of Adjusted EBITDA in evaluating financial performance. Each item presented in the below table is an estimation of full year 2023 expectations.

 

    Range  
Non-GAAP Measure Reconciliation   Low     High  
Net income attributable to Select Medical   $ 227     $ 249  
Net income attributable to non-controlling interests     53       56  
Net income     280       305  
Income tax expense     89       97  
Interest expense     196       196  
Equity in earnings of unconsolidated subsidiaries     (39 )     (42 )
Loss on early retirement of debt     15       15  
Income from operations     541       571  
Stock compensation expense     43       43  
Depreciation and amortization     211       211  
Adjusted EBITDA   $ 795     $ 825  

 

Adjusted earnings per share is not a measure of financial performance under GAAP. Adjusted earnings per share excludes the loss on early retirement of debt and related costs, and its related tax effects. Items excluded from adjusted earnings per share are significant components in understanding and assessing financial performance. Select Medical believes that the presentation of adjusted earnings per share is important to investors because it is reflective of the financial performance of our ongoing operations and provides better comparability of our results of operations between periods. Adjusted earnings per share should not be considered in isolation or as an alternative to, or substitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because adjusted earnings per share is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, adjusted earnings per share as presented may not be comparable to other similarly titled measures of other companies.

 

The following table reconciles earnings per share on a fully diluted basis to adjusted earnings per share on a fully diluted basis.

 

    Range  
Non-GAAP Measure Reconciliation   Low     High  
Diluted earnings per share   $ 1.77     $ 1.94  
Adjustments:                
Loss on early retirement of debt, net of tax     0.09       0.09  
Adjusted earnings per share   $ 1.86     $ 2.03  

 

16