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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): July 30, 2025

 

 

 

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 July 31, 2025, Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2025 (the “Press Release”). A copy of the Press Release and the attached 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 (the “Securities Act”), or the Exchange Act.

 

Item 8.01 Other Events

 

Dividend Declaration

 

On July 30, 2025, the Board declared a cash dividend of $0.0625 per share. The dividend will be payable on or about August 28, 2025 to stockholders of record as of the close of business on August 13, 2025.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number Description
   
99.1 Press Release, dated July 31, 2025, announcing financial results for the second quarter ended June 30, 2025 and cash dividend.

 

 


 

SIGNATURE

 

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

 

  SELECT MEDICAL HOLDINGS CORPORATION
   
Date: July 31, 2025  By: /s/ Michael E. Tarvin
    Michael E. Tarvin
    Senior Executive Vice President, General Counsel and Secretary

 

 

 

EX-99.1 2 tm2522098d1_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, 2025 and Cash Dividend

 

MECHANICSBURG, PENNSYLVANIA — July 31, 2025 — Select Medical Holdings Corporation (“Select Medical,” “we,” “us,” or “our”) (NYSE: SEM) today announced results for its second quarter ended June 30, 2025, and the declaration of a cash dividend.

 

For the second quarter ended June 30, 2025, revenue increased 4.5% to $1,339.6 million, compared to $1,281.7 million for the same quarter, prior year. Income from continuing operations before other income and expense increased 17.2% to $86.5 million for the second quarter ended June 30, 2025, compared to $73.9 million for the same quarter, prior year. Income from continuing operations, net of tax, increased 53.8% to $57.9 million for the second quarter ended June 30, 2025, compared to $37.6 million for the same quarter, prior year. Adjusted EBITDA increased 0.5% to $125.4 million for the second quarter ended June 30, 2025, compared to $124.7 million for the same quarter, prior year. Earnings per common share from continuing operations increased 88.2% to $0.32 for the second quarter ended June 30, 2025, compared to $0.17 for the same quarter, prior year. The definition of Adjusted EBITDA and a reconciliation of income from continuing operations, net of tax, to Adjusted EBITDA are presented in table IX of this release.

 

For the six months ended June 30, 2025, revenue increased 3.4% to $2,692.8 million, compared to $2,603.0 million for the same period, prior year. Income from continuing operations before other income and expense increased 3.6% to $199.3 million for the six months ended June 30, 2025, compared to $192.3 million for the same period, prior year. Income from continuing operations, net of tax, increased 33.7% to $132.6 million for the six months ended June 30, 2025, compared to $99.2 million for the same period, prior year. Adjusted EBITDA was $276.9 million for the six months ended June 30, 2025, compared to $290.5 million for the same period, prior year. Earnings per common share from continuing operations increased 52.0% to $0.76 for the six months ended June 30, 2025, compared to $0.50 for the same period, prior year. The definition of Adjusted EBITDA and a reconciliation of income from continuing operations, net of tax, to Adjusted EBITDA are presented in table IX of this release.

 

On November 25, 2024, Select completed a tax-free distribution of 104,093,503 shares of common stock of Concentra Group Holdings Parent, Inc. (“Concentra”) to its stockholders. Following the completion of the distribution, the Company no longer owns any shares of Concentra common stock. The results of Concentra are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for the three and six months ended June 30, 2024.

 

1


 

Company Overview

 

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics 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, and the outpatient rehabilitation segment. As of June 30, 2025, Select Medical operated 104 critical illness recovery hospitals in 29 states, 36 rehabilitation hospitals in 14 states, and 1,919 outpatient rehabilitation clinics in 39 states and the District of Columbia. At June 30, 2025, Select Medical had operations in 40 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

 

Critical Illness Recovery Hospital Segment

 

For the second quarter ended June 30, 2025, revenue for the critical illness recovery hospital segment was $601.1 million, compared to $604.9 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $56.3 million for the second quarter ended June 30, 2025, compared to $71.8 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 9.4% for the second quarter ended June 30, 2025, compared to 11.9% 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, 2025 and 2024.

 

For the six months ended June 30, 2025, revenue for the critical illness recovery hospital segment was $1,238.2 million, compared to $1,260.8 million for the same period, prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $142.9 million for the six months ended June 30, 2025, compared to $187.8 million for the same period, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 11.5% for the six months ended June 30, 2025, compared to 14.9% 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, 2025 and 2024.

 

Rehabilitation Hospital Segment

 

For the second quarter ended June 30, 2025, revenue for the rehabilitation hospital segment increased 17.2% to $313.8 million, compared to $267.8 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 14.7% to $71.0 million for the second quarter ended June 30, 2025, compared to $62.0 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 22.6% for the second quarter ended June 30, 2025, compared to 23.1% 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, 2025 and 2024.

 

For the six months ended June 30, 2025, revenue for the rehabilitation hospital segment increased 16.4% to $621.2 million, compared to $533.5 million for the same period, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 14.7% to $141.5 million for the six months ended June 30, 2025, compared to $123.4 million for the same period, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 22.8% for the six months ended June 30, 2025, compared to 23.1% 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, 2025 and 2024.

 

Outpatient Rehabilitation Segment

 

For the second quarter ended June 30, 2025, revenue for the outpatient rehabilitation segment increased 3.8% to $327.6 million, compared to $315.5 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 6.1% to $30.5 million for the second quarter ended June 30, 2025, compared to $28.8 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 9.3% for the second quarter ended June 30, 2025, compared to 9.1% 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, 2025 and 2024.

 

2


 

For the six months ended June 30, 2025, revenue for the outpatient rehabilitation segment increased 2.6% to $634.9 million, compared to $618.7 million for the same period, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 2.0% to $54.8 million for the six months ended June 30, 2025, compared to $53.7 million for the same period, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 8.6% for the six months ended June 30, 2025, compared to 8.7% 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, 2025 and 2024.

 

Dividend

 

On July 30, 2025, Select Medical’s Board of Directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about August 28, 2025, to stockholders of record as of the close of business on August 13, 2025.

 

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, 2025, 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.

 

During the six months ended June 30, 2025, Select Medical repurchased 6,375,512 shares at a cost of approximately $96.5 million, or $15.13 per share, which includes transaction costs. From the inception of the common stock repurchase program through June 30, 2025, Select Medical has repurchased 54,610,335 shares at a cost of approximately $696.8 million, or $12.76 per share, which includes transaction costs. On August 16, 2022, Congress passed the Inflation Reduction Act of 2022, which enacted a 1% excise tax on stock repurchases that exceed $1.0 million, effective January 1, 2023. As of June 30, 2025, $0.9 million has been accrued for the 1% excise tax as a cost of the stock repurchase.

 

Business Outlook

 

Select Medical is reaffirming its 2025 business outlook, which was provided most recently in its May 1, 2025 press release. For fiscal year 2025, Select Medical expects revenue to be in the range of $5.3 billion to $5.5 billion, Adjusted EBITDA to be in the range of $510.0 million to $530.0 million, and fully diluted earnings per share to be in the range of $1.09 to $1.19. Reconciliations of full year 2025 Adjusted EBITDA expectations to income from operations, net of tax, is presented in table X of this release.

 

Conference Call

 

Select Medical will host a conference call regarding its second quarter results and its business outlook on Friday, August 1, 2025, 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.

 

3


 

* * * * *

 

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 2025 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:

 

· 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;

 

· 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;

 

· changes to United States tariff and import/export regulations and the impact on global economic conditions may have a negative effect on our business, financial condition, and results of operations;

 

· 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 negative impact of public threats such as a global pandemic or widespread outbreak of an infectious disease similar to the COVID-19 pandemic;

 

· 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;

 

4


 

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

 

· 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 the quarterly reports on Form 10-Q and of the annual report on Form 10-K for the year ended December 31, 2024.

 

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

 

5


 

I. Condensed Consolidated Statements of Operations

For the Three Months Ended June 30, 2024 and 2025

(In thousands, except per share amounts, unaudited)

 

    2024     2025     % Change  
Revenue   $ 1,281,748     $ 1,339,579       4.5 %
Costs and expenses:                        
Cost of services, exclusive of depreciation and amortization     1,121,943       1,184,129       5.5  
General and administrative     49,878       35,663       (28.5 )
Depreciation and amortization     36,069       34,848       (3.4 )
Total costs and expenses     1,207,890       1,254,640       3.9  
Other operating income (loss)     (2 )     1,592       N/M  
Income from continuing operations before other income and expense     73,856       86,531       17.2  
Other income and expense:                        
Equity in earnings of unconsolidated subsidiaries     9,991       13,618       36.3  
Interest expense     (27,994 )     (29,978 )     7.1  
Income from continuing operations before income taxes     55,853       70,171       25.6  
Income tax expense from continuing operations     18,215       12,292       (32.5 )
Income from continuing operations, net of tax     37,638       57,879       53.8  
Discontinued operations:                        
Income from discontinued business     71,155             N/M  
Income tax expense from discontinued business     14,027             N/M  
Income from discontinued operations, net of tax     57,128             N/M  
Net income     94,766       57,879       (38.9 )
Less: Net income attributable to non-controlling interests     17,203       17,308       0.6  
Net income attributable to Select Medical   $ 77,563     $ 40,571       (47.7 )%
Net income attributable to Select Medical’s common stockholders:                        
Income from continuing operations, net of tax   $ 21,757     $ 40,571          
Income from discontinued operations, net of tax     55,806                
Net income attributable to Select Medical’s common stockholders   $ 77,563     $ 40,571          
Earnings per common share:                        
Continuing operations - basic and diluted   $ 0.17     $ 0.32          
Discontinued operations - basic and diluted     0.43                
Total earnings per common share - basic and diluted(1)   $ 0.60     $ 0.32          

 

 

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

 

N/M      Not meaningful

 

6


 

II. Condensed Consolidated Statements of Operations

For the Six Months Ended June 30, 2024 and 2025

(In thousands, except per share amounts, unaudited)

 

    2024     2025     % Change  
Revenue   $ 2,602,959     $ 2,692,751       3.4 %
Costs and expenses:                        
Cost of services, exclusive of depreciation and amortization     2,242,654       2,356,740       5.1  
General and administrative     98,325       68,671       (30.2 )
Depreciation and amortization     71,653       69,656       (2.8 )
Total costs and expenses     2,412,632       2,495,067       3.4  
Other operating income     1,998       1,592       (20.3 )
Income from continuing operations before other income and expense     192,325       199,276       3.6  
Other income and expense:                        
Equity in earnings of unconsolidated subsidiaries     20,412       26,130       28.0  
Interest expense     (68,675 )     (59,050 )     (14.0 )
Income from continuing operations before income taxes     144,062       166,356       15.5  
Income tax expense from continuing operations     44,895       33,745       (24.8 )
Income from continuing operations, net of tax     99,167       132,611       33.7  
Discontinued operations:                        
Income from discontinued business     136,571             N/M  
Income tax expense from discontinued business     23,805             N/M  
Income from discontinued operations, net of tax     112,766             N/M  
Net income     211,933       132,611       (37.4 )
Less: Net income attributable to non-controlling interests     37,473       35,359       (5.6 )
Net income attributable to Select Medical   $ 174,460     $ 97,252       (44.3 )%
Net income attributable to Select Medical’s common stockholders:                        
Income from continuing operations, net of tax   $ 64,339     $ 97,252          
Income from discontinued operations, net of tax     110,121                
Net income attributable to Select Medical’s common stockholders   $ 174,460     $ 97,252          
Earnings per common share:                        
Continuing operations - basic and diluted   $ 0.50     $ 0.76          
Discontinued operations - basic and diluted     0.85                
Total earnings per common share - basic and diluted(1)   $ 1.35     $ 0.76          

 

 

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

 

N/M      Not meaningful

 

7


 

III. Earnings per Share

For the Three and Six Months Ended June 30, 2024 and 2025

(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 income from continuing operations, net of tax, attributable to Select Medical, its common shares outstanding, and its participating securities outstanding for the three and six months ended June 30, 2024 and 2025:

 

  Basic and Diluted EPS  
 

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
  2024     2025     2024     2025  
Income from continuing operations, net of tax $ 37,638     $ 57,879     $ 99,167     $ 132,611  
Less: net income attributable to non-controlling interests   15,881       17,308       34,828       35,359  
Income from continuing operations, net of tax, attributable to Select Medical’s common stockholders   21,757       40,571       64,339       97,252  
Less: distributed and undistributed net income attributable to participating securities   932       820       2,508       1,965  
Distributed and undistributed income from continuing operations, net of tax, attributable to common shares $ 20,825     $ 39,751     $ 61,831     $ 95,287  

 

 

The following tables set forth the computation of EPS under the two-class method for the three and six months ended June 30, 2024 and 2025:

 

  Three Months Ended June 30,  
  2024     2025  
  Income from
Continuing
Operations,
Net of Tax,
Allocation
    Shares(1)     Basic and
Diluted EPS
    Income from
Continuing
Operations,
Net of Tax,
Allocation
    Shares(1)     Basic and
Diluted EPS
 
Common shares $ 20,825       123,946     $ 0.17     $ 39,751       123,359     $ 0.32  
Participating securities   932       5,550     $ 0.17       820       2,545     $ 0.32  
Total $ 21,757                     $ 40,571                  

 

    Six Months Ended June 30,  
    2024     2025  
    Income from
Continuing
Operations,
Net of Tax,
Allocation
    Shares(1)     Basic and
Diluted EPS
    Income from
Continuing
Operations,
Net of Tax,
Allocation
    Shares(1)     Basic and
Diluted EPS
 
Common shares   $ 61,831       123,902     $ 0.50     $ 95,287       124,774     $ 0.76  
Participating securities     2,508       5,026     $ 0.50       1,965       2,573     $ 0.76  
Total   $ 64,339                     $ 97,252                  

 

 

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

 

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IV. Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

    December 31,
2024
    June 30,
2025
 
Assets                
Current Assets:                
Cash and cash equivalents   $ 59,694     $ 52,349  
Accounts receivable     821,385       909,460  
Other current assets     138,698       119,081  
Total Current Assets     1,019,777       1,080,890  
Operating lease right-of-use assets     908,095       938,624  
Property and equipment, net     872,185       921,741  
Goodwill     2,331,898       2,331,898  
Identifiable intangible assets, net     103,183       101,925  
Other assets     372,813       367,172  
Total Assets   $ 5,607,951     $ 5,742,250  
Liabilities and Equity                
Current Liabilities:                
Payables and accruals   $ 777,781     $ 736,514  
Current operating lease liabilities     179,601       182,150  
Current portion of long-term debt and notes payable     20,269       20,326  
Total Current Liabilities     977,651       938,990  
Non-current operating lease liabilities     787,124       818,128  
Long-term debt, net of current portion     1,691,546       1,839,631  
Non-current deferred tax liability     81,497       72,946  
Other non-current liabilities     73,038       73,293  
Total Liabilities     3,610,856       3,742,988  
Redeemable non-controlling interests     10,167       8,493  
Total equity     1,986,928       1,990,769  
Total Liabilities and Equity   $ 5,607,951     $ 5,742,250  

 

9


 

V. Condensed Consolidated Statements of Cash Flows

For the Three Months Ended June 30, 2024 and 2025

(In thousands, unaudited)

 

  2024     2025  
Operating activities              
Net income $ 94,766     $ 57,879  
Adjustments to reconcile net income to net cash provided by operating activities:              
Distributions from unconsolidated subsidiaries   1,756       10,947  
Depreciation and amortization   53,939       34,848  
Provision for expected credit losses   606       (728 )
Equity in earnings of unconsolidated subsidiaries   (6,315 )     (13,618 )
Gain on sale or disposal of assets   (1,066 )     (20 )
Stock compensation expense   14,413       4,032  
Amortization of debt discount, premium and issuance costs   742       786  
Deferred income taxes   (27,448 )     (1,693 )
Changes in operating assets and liabilities, net of effects of business combinations:              
Accounts receivable   56,199       (548 )
Other current assets   16,168       12,792  
Other assets   (15,210 )     1,332  
Accounts payable and accrued expenses   89,602       4,283  
Net cash provided by operating activities   278,152       110,292  
Investing activities              
Business combinations, net of cash acquired   (588 )      
Purchases of property and equipment   (55,548 )     (64,684 )
Proceeds from sale of assets   2,068       15  
Net cash used in investing activities   (54,068 )     (64,669 )
Financing activities              
Borrowings on revolving facilities   220,000       365,000  
Payments on revolving facilities   (385,000 )     (295,000 )
Payments on term loans         (2,625 )
Borrowings of other debt         5,338  
Principal payments on other debt   (14,200 )     (8,962 )
Dividends paid to common stockholders   (16,254 )     (7,885 )
Repurchase of common stock   (1,400 )     (86,176 )
Decrease in overdrafts   (4,908 )     (4,177 )
Proceeds from issuance of non-controlling interests   1,749       2,962  
Distributions to and purchases of non-controlling interests   (5,531 )     (14,962 )
Net cash used in financing activities   (205,544 )     (46,487 )
Net increase (decrease) in cash and cash equivalents   18,540       (864 )
Cash and cash equivalents at beginning of period   92,620       53,213  
Cash and cash equivalents at end of period $ 111,160     $ 52,349  
Supplemental information              
Cash paid for interest, excluding amounts received of $22,439 under the interest rate cap contract during the three months ended June 30, 2024 $ 53,044     $ 38,293  
Cash paid for taxes   60,222       19,580  

 

10


 

VI. Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2024 and 2025

(In thousands, unaudited)

 

  2024     2025  
Operating activities              
Net income $ 211,933     $ 132,611  
Adjustments to reconcile net income to net cash provided by operating activities:              
Distributions from unconsolidated subsidiaries   14,130       31,092  
Depreciation and amortization   108,008       69,656  
Provision for expected credit losses   1,460       1,555  
Equity in earnings of unconsolidated subsidiaries   (16,736 )     (26,130 )
Gain on sale or disposal of assets   (1,022 )     (43 )
Stock compensation expense   26,023       7,924  
Amortization of debt discount, premium, and issuance costs   1,492       1,569  
Deferred income taxes   (34,339 )     (7,348 )
Changes in operating assets and liabilities, net of effects of business combinations:              
Accounts receivable   (139,109 )     (89,631 )
Other current assets   6,557       562  
Other assets   (12,847 )     3,459  
Accounts payable and accrued expenses   45,913       (18,441 )
Net cash provided by operating activities   211,463       106,835  
Investing activities              
Business combinations, net of cash acquired   (5,993 )      
Purchases of property and equipment   (108,065 )     (117,023 )
Proceeds from sale of assets   2,333       39  
Net cash used in investing activities   (111,725 )     (116,984 )
Financing activities              
Borrowings on revolving facilities   715,000       770,000  
Payments on revolving facilities   (650,000 )     (625,000 )
Payments on term loans   (79,085 )     (5,250 )
Borrowings of other debt   17,728       21,353  
Principal payments on other debt   (23,261 )     (16,691 )
Dividends paid to common stockholders   (32,299 )     (15,945 )
Repurchases of common stock   (1,400 )     (97,565 )
Decrease in overdrafts   (6,648 )     (9,297 )
Proceeds from issuance of non-controlling interests   5,751       10,906  
Distributions to and purchases of non-controlling interests   (18,370 )     (29,707 )
Net cash provided by (used in) financing activities   (72,584 )     2,804  
Net increase (decrease) in cash and cash equivalents   27,154       (7,345 )
Cash and cash equivalents at beginning of period   84,006       59,694  
Cash and cash equivalents at end of period $ 111,160     $ 52,349  
Supplemental information              
Cash paid for interest, excluding amounts received of $44,954 under the interest rate cap contract during the six months ended June 30, 2024 $ 141,878     $ 62,065  
Cash paid for taxes   60,826       21,052  

 

11


 

VII. Key Statistics

For the Three Months Ended June 30, 2024, and 2025

(unaudited)

 

    2024     2025     % Change  
Critical Illness Recovery Hospital                        
Number of hospitals operated – end of period(a)     107       104          
Revenue (,000)   $ 604,921     $ 601,139       (0.6 )%
Number of patient days(b)(c)     279,241       278,916       (0.1 )%
Number of admissions(b)(d)     8,888       8,966       0.9 %
Revenue per patient day(b)(e)   $ 2,159     $ 2,148       (0.5 )%
Occupancy rate(b)(f)     67 %     69 %     3.0 %
Adjusted EBITDA (,000)   $ 71,833     $ 56,283       (21.6 )%
Adjusted EBITDA margin     11.9 %     9.4 %        
Rehabilitation Hospital                        
Number of hospitals operated – end of period(a)     33       36          
Revenue (,000)   $ 267,831     $ 313,775       17.2 %
Number of patient days(b)(c)     117,045       125,927       7.6 %
Number of admissions(b)(d)     8,325       9,102       9.3 %
Revenue per patient day(b)(e)   $ 2,113     $ 2,236       5.8 %
Occupancy rate(b)(f)     84 %     82 %     (2.4 )%
Adjusted EBITDA (,000)   $ 61,954     $ 71,047       14.7 %
Adjusted EBITDA margin     23.1 %     22.6 %        
Outpatient Rehabilitation                        
Number of clinics operated – end of period(a)     1,925       1,919          
Working days(g)     64       64          
Revenue (,000)   $ 315,496     $ 327,584       3.8 %
Number of visits(b)(h)     2,827,625       2,934,026       3.8 %
Revenue per visit(b)(i)   $ 100     $ 100       0.0 %
Adjusted EBITDA (,000)   $ 28,769     $ 30,513       6.1 %
Adjusted EBITDA margin     9.1 %     9.3 %        

 

 

(a) Includes managed locations.

 

(b) Excludes managed locations.

 

(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 during the periods presented.

 

(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.

 

12


 

VIII. Key Statistics

For the Six Months Ended June 30, 2024, and 2025

(unaudited)

 

    2024     2025     % Change  
Critical Illness Recovery Hospital                        
Number of hospitals operated – end of period(a)     107       104          
Revenue (,000)   $ 1,260,801     $ 1,238,169       (1.8 )%
Number of patient days(b)(c)     573,863       570,240       (0.6 )%
Number of admissions(b)(d)     18,417       18,317       (0.5 )%
Revenue per patient day(b)(e)   $ 2,190     $ 2,164       (1.2 )%
Occupancy rate(b)(f)     69 %     71 %     2.9 %
Adjusted EBITDA (,000)   $ 187,773     $ 142,932       (23.9 )%
Adjusted EBITDA margin     14.9 %     11.5 %        
Rehabilitation Hospital                        
Number of hospitals operated – end of period(a)     33       36          
Revenue (,000)   $ 533,531     $ 621,163       16.4 %
Number of patient days(b)(c)     233,889       248,749       6.4 %
Number of admissions(b)(d)     16,600       17,950       8.1 %
Revenue per patient day(b)(e)   $ 2,105     $ 2,235       6.2 %
Occupancy rate(b)(f)     85 %     82 %     (3.5 )%
Adjusted EBITDA (,000)   $ 123,354     $ 141,471       14.7 %
Adjusted EBITDA margin     23.1 %     22.8 %        
Outpatient Rehabilitation                        
Number of clinics operated – end of period(a)     1,925       1,919          
Working days(g)     128       127          
Revenue (,000)   $ 618,654     $ 634,926       2.6 %
Number of visits(b)(h)     5,562,751       5,643,990       1.5 %
Revenue per visit(b)(i)   $ 100     $ 101       1.0 %
Adjusted EBITDA (,000)   $ 53,697     $ 54,786       2.0 %
Adjusted EBITDA margin     8.7 %     8.6 %        

 

 

(a) Includes managed locations.

 

(b) Excludes managed locations.

 

(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 during the periods presented.

 

(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.

 

13


 

IX. Income from Continuing Operations, Net of Tax, to Adjusted EBITDA Reconciliation

For the Three and Six Months Ended June 30, 2024 and 2025

(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, income from continuing operations, income from continuing operations before other income and expense, 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 income from continuing operations, net of tax, to Adjusted EBITDA for Select Medical. Adjusted EBITDA is used by Select Medical to report its segment performance. Adjusted EBITDA is defined as earnings from continuing operations excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, transaction costs associated with the Concentra separation, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries.

 

 

Three Months Ended

June 30,

   

Six Months Ended

June 30,

 
  2024     2025     2024     2025  
Income from continuing operations, net of tax $ 37,638     $ 57,879     $ 99,167     $ 132,611  
Income tax expense   18,215       12,292       44,895       33,745  
Interest expense   27,994       29,978       68,675       59,050  
Equity in earnings of unconsolidated subsidiaries   (9,991 )     (13,618 )     (20,412 )     (26,130 )
Income from continuing operations, before other income and expense   73,856       86,531       192,325       199,276  
Stock compensation expense:                              
Included in general and administrative   11,874       3,159       21,556       6,267  
Included in cost of services   2,373       873       4,135       1,657  
Depreciation and amortization   36,069       34,848       71,653       69,656  
Concentra separation transaction costs   557             835        
Adjusted EBITDA $ 124,729     $ 125,411     $ 290,504     $ 276,856  
                               
Critical illness recovery hospital $ 71,833     $ 56,283     $ 187,773     $ 142,932  
Rehabilitation hospital   61,954       71,047       123,354       141,471  
Outpatient rehabilitation   28,769       30,513       53,697       54,786  
Other(a)   (37,827 )     (32,432 )     (74,320 )     (62,333 )
Adjusted EBITDA $ 124,729     $ 125,411     $ 290,504     $ 276,856  

 

 

(a) Other primarily includes general and administrative costs.

 

14


 

X. Income from Continuing Operations, Net of Tax, to Adjusted EBITDA Reconciliation

Business Outlook for the Year Ending December 31, 2025

(In millions, unaudited)

 

The following is a reconciliation of full year 2025 Adjusted EBITDA as computed at the low and high points of the range to the closest comparable GAAP financial measure. Refer to table IX for the definition of Adjusted EBITDA and 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 2025 expectations.

 

    Range  
Non-GAAP Measure Reconciliation   Low     High  
Income from continuing operations, net of tax, attributable to Select Medical   $ 141     $ 154  
Net income attributable to non-controlling interests     73       76  
Income from continuing operations, net of tax     214       230  
Income tax expense     64       70  
Interest expense     116       116  
Equity in earnings of unconsolidated subsidiaries     (49 )     (51 )
Income from continuing operations before other income and expense     345       365  
Stock compensation expense     19       19  
Depreciation and amortization     146       146  
Adjusted EBITDA   $ 510     $ 530  

 

15