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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): October 29, 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 October 30, 2025, Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its third quarter ended September 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 October 29, 2025, the Board declared a cash dividend of $0.0625 per share. The dividend will be payable on or about November 25, 2025 to stockholders of record as of the close of business on November 12, 2025.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
     
99.1   Press Release, dated October 30, 2025, announcing financial results for the third quarter ended September 30, 2025 and cash dividend.
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 registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

SELECT MEDICAL HOLDINGS CORPORATION
     
     
Date: October 30, 2025 By: /s/ John F. Duggan
    John F. Duggan
  Executive Vice President, General Counsel and Secretary

 

 

 

EX-99.1 2 tm2529665d1_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 Third Quarter Ended September 30, 2025 and Cash Dividend

 

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

 

For the third quarter ended September 30, 2025, revenue increased 7.2% to $1,363.4 million, compared to $1,271.6 million for the same quarter, prior year. Income from continuing operations before other income and expense increased 32.9% to $73.0 million for the third quarter ended September 30, 2025, compared to $54.9 million for the same quarter, prior year. Income from continuing operations, net of tax, increased 7.0% to $44.2 million for the third quarter ended September 30, 2025, compared to $41.3 million for the same quarter, prior year. Adjusted EBITDA increased 7.5% to $111.7 million for the third quarter ended September 30, 2025, compared to $103.9 million for the same quarter, prior year. Earnings per common share from continuing operations increased 21.1% to $0.23 for the third quarter ended September 30, 2025, compared to $0.19 for the same quarter, prior year. Adjusted earnings per common share from continuing operations, net of tax, was $0.23 for the third quarter ended September 30, 2025, compared to $0.26 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. A reconciliation of earnings per common share from continuing operations, net of tax, to adjusted earnings per common share from continuing operations, net of tax, is presented in table X of this release.

 

For the nine months ended September 30, 2025, revenue increased 4.7% to $4,056.2 million, compared to $3,874.5 million for the same period, prior year. Income from continuing operations before other income and expense increased 10.1% to $272.2 million for the nine months ended September 30, 2025, compared to $247.2 million for the same period, prior year. Income from continuing operations, net of tax, increased 25.9% to $176.8 million for the nine months ended September 30, 2025, compared to $140.4 million for the same period, prior year. Adjusted EBITDA was $388.5 million for the nine months ended September 30, 2025, compared to $394.4 million for the same period, prior year. Earnings per common share from continuing operations increased 44.9% to $1.00 for the nine months ended September 30, 2025, compared to $0.69 for the same period, prior year. Adjusted earnings per common share from continuing operations, net of tax, increased 31.6% to $1.00 for the nine months ended September 30, 2025, compared to $0.76 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. A reconciliation of earnings per common share from continuing operations, net of tax, to adjusted earnings per common share from continuing operations, net of tax, is presented in table X 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 nine months ended September 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 September 30, 2025, Select Medical operated 105 critical illness recovery hospitals in 29 states, 36 rehabilitation hospitals in 14 states, and 1,922 outpatient rehabilitation clinics in 39 states and the District of Columbia. At September 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 third quarter ended September 30, 2025, revenue for the critical illness recovery hospital segment increased 4.6% to $609.9 million, compared to $583.0 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 10.5% to $56.1 million for the third quarter ended September 30, 2025, compared to $50.8 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment increased to 9.2% for the third quarter ended September 30, 2025, compared to 8.7% for the same quarter, prior year. Certain critical illness recovery hospital key statistics are presented in table VII of this release for the third quarters ended September 30, 2025 and 2024.

 

For the nine months ended September 30, 2025, revenue for the critical illness recovery hospital segment increased 0.2% to $1,848.1 million, compared to $1,843.8 million for the same period, prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $199.0 million for the nine months ended September 30, 2025, compared to $238.5 million for the same period, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 10.8% for the nine months ended September 30, 2025, compared to 12.9% for the same period, prior year. Certain critical illness recovery hospital key statistics are presented in table VIII of this release for the nine months ended September 30, 2025 and 2024.

 

Rehabilitation Hospital Segment

 

For the third quarter ended September 30, 2025, revenue for the rehabilitation hospital segment increased 16.2% to $328.6 million, compared to $282.7 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 13.0% to $68.0 million for the third quarter ended September 30, 2025, compared to $60.1 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 20.7% for the third quarter ended September 30, 2025, compared to 21.3% for the same quarter, prior year. Certain rehabilitation hospital key statistics are presented in table VII of this release for the third quarters ended September 30, 2025 and 2024.

 

For the nine months ended September 30, 2025, revenue for the rehabilitation hospital segment increased 16.4% to $949.8 million, compared to $816.2 million for the same period, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 14.1% to $209.4 million for the nine months ended September 30, 2025, compared to $183.5 million for the same period, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 22.1% for the nine months ended September 30, 2025, compared to 22.5% for the same period, prior year. Certain rehabilitation hospital key statistics are presented in table VIII of this release for the nine months ended September 30, 2025 and 2024.

 

Outpatient Rehabilitation Segment

 

For the third quarter ended September 30, 2025, revenue for the outpatient rehabilitation segment increased 4.3% to $325.4 million, compared to $312.0 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $24.2 million for the third quarter ended September 30, 2025, compared to $28.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 7.4% for the third quarter ended September 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 third quarters ended September 30, 2025 and 2024.

 

2


 

For the nine months ended September 30, 2025, revenue for the outpatient rehabilitation segment increased 3.2% to $960.3 million, compared to $930.7 million for the same period, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $79.0 million for the nine months ended September 30, 2025, compared to $82.0 million for the same period, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 8.2% for the nine months ended September 30, 2025, compared to 8.8% for the same period, prior year. Certain outpatient rehabilitation key statistics are presented in table VIII of this release for the nine months ended September 30, 2025 and 2024.

 

Dividend

 

On October 29, 2025, Select Medical’s Board of Directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about November 25, 2025, to stockholders of record as of the close of business on November 12, 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. On October 29, 2025, the Board of Directors extended the common stock repurchase program from December 31, 2025, to December 31, 2027. The common stock repurchase program will remain in effect until then, 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 nine months ended September 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 September 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 September 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 increasing its 2025 business outlook for fully diluted earnings per share and reaffirming its 2025 business outlook for revenue and Adjusted EBITDA, which was provided most recently in its July 31, 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 $1.14 to $1.24. Reconciliations of full year 2025 Adjusted EBITDA expectations to income from operations, net of tax, is presented in table XI of this release.

 

3


 

Conference Call

 

Select Medical will host a conference call regarding its third quarter results and its business outlook on Friday, October 31, 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.

 

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 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;

 

5


 

· 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

 

6


 

I. Condensed Consolidated Statements of Operations

For the Three Months Ended September 30, 2024 and 2025

(In thousands, except per share amounts, unaudited)

 

    2024     2025     % Change  
Revenue   $ 1,271,582     $ 1,363,445       7.2 %
Costs and expenses:                        
Cost of services, exclusive of depreciation and amortization     1,135,708       1,215,995       7.1  
General and administrative     47,347       40,050       (15.4 )
Depreciation and amortization     34,930       34,442       (1.4 )
Total costs and expenses     1,217,985       1,290,487       6.0  
Other operating income     1,302             N/M  
Income from continuing operations before other income and expense     54,899       72,958       32.9  
Other income and expense:                        
Loss on early retirement of debt     (10,939 )           N/M  
Equity in earnings of unconsolidated subsidiaries     33,069       12,992       (60.7 )
Interest expense     (31,379 )     (30,021 )     (4.3 )
Income from continuing operations before income taxes     45,650       55,929       22.5  
Income tax expense from continuing operations     4,374       11,749       168.6  
Income from continuing operations, net of tax     41,276       44,180       7.0  
Discontinued operations:                        
Income from discontinued business     62,174             N/M  
Income tax expense from discontinued business     22,435             N/M  
Income from discontinued operations, net of tax     39,739             N/M  
Net income     81,015       44,180       (45.5 )
Less: Net income attributable to non-controlling interests     25,387       15,387       (39.4 )
Net income attributable to Select Medical   $ 55,628     $ 28,793       (48.2 )%
Net income attributable to Select Medical’s common stockholders:                        
Income from continuing operations, net of tax   $ 24,798     $ 28,793          
Income from discontinued operations, net of tax     30,830                
Net income attributable to Select Medical’s common stockholders   $ 55,628     $ 28,793          
Earnings per common share:                        
Continuing operations - basic and diluted   $ 0.19     $ 0.23          
Discontinued operations - basic and diluted     0.24                
Total earnings per common share - basic and diluted(1)   $ 0.43     $ 0.23          

 

 

(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 Nine Months Ended September 30, 2024 and 2025

(In thousands, except per share amounts, unaudited)

 

    2024     2025     % Change  
Revenue   $ 3,874,541     $ 4,056,196       4.7 %
Costs and expenses:                        
Cost of services, exclusive of depreciation and amortization     3,378,362       3,572,735       5.8  
General and administrative     145,672       108,721       (25.4 )
Depreciation and amortization     106,583       104,098       (2.3 )
Total costs and expenses     3,630,617       3,785,554       4.3  
Other operating income     3,300       1,592       (51.8 )
Income from continuing operations before other income and expense     247,224       272,234       10.1  
Other income and expense:                        
Loss on early retirement of debt     (10,939 )           N/M  
Equity in earnings of unconsolidated subsidiaries     53,481       39,122       (26.8 )
Interest expense     (100,054 )     (89,071 )     (11.0 )
Income from continuing operations before income taxes     189,712       222,285       17.2  
Income tax expense from continuing operations     49,269       45,494       (7.7 )
Income from continuing operations, net of tax     140,443       176,791       25.9  
Discontinued operations:                        
Income from discontinued business     198,745             N/M  
Income tax expense from discontinued business     46,240             N/M  
Income from discontinued operations, net of tax     152,505             N/M  
Net income     292,948       176,791       (39.7 )
Less: Net income attributable to non-controlling interests     62,860       50,746       (19.3 )
Net income attributable to Select Medical   $ 230,088     $ 126,045       (45.2 )%
Net income attributable to Select Medical’s common stockholders:                        
Income from continuing operations, net of tax   $ 89,137     $ 126,045          
Income from discontinued operations, net of tax     140,951                
Net income attributable to Select Medical’s common stockholders   $ 230,088     $ 126,045          
Earnings per common share:                        
Continuing operations - basic and diluted   $ 0.69     $ 1.00          
Discontinued operations - basic and diluted     1.09                
Total earnings per common share - basic and diluted(1)   $ 1.78     $ 1.00          

 

 

(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 Nine Months Ended September 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 nine months ended September 30, 2024 and 2025:

 

    Basic and Diluted EPS  
   

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 
    2024   2025   2024   2025  
Income from continuing operations, net of tax   $ 41,276   $ 44,180   $ 140,443   $ 176,791  
Less: net income attributable to non-controlling interests     16,478     15,387     51,306     50,746  
Income from continuing operations, net of tax, attributable to Select Medical’s common stockholders     24,798     28,793     89,137     126,045  
Less: distributed and undistributed net income attributable to participating securities     956     706     3,462     2,727  
Distributed and undistributed income from continuing operations, net of tax, attributable to common shares   $ 23,842   $ 28,087   $ 85,675   $ 123,318  

 

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

 

    Three Months Ended September 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   $ 23,842     124,714   $ 0.19   $ 28,087     120,476   $ 0.23  
Participating securities     956     5,001   $ 0.19     706     3,030   $ 0.23  
Total   $ 24,798               $ 28,793              

 

    Nine Months Ended September 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   $ 85,675     124,175   $ 0.69   $ 123,318     123,326   $ 1.00  
Participating securities     3,462     5,017   $ 0.69     2,727     2,727   $ 1.00  
Total   $ 89,137               $ 126,045              

 

 

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

 

9


 

IV. Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

    December 31, 2024     September 30, 2025  
Assets                
Current Assets:                
Cash and cash equivalents   $ 59,694     $ 60,054  
Accounts receivable     821,385       825,811  
Other current assets     138,698       134,599  
Total Current Assets     1,019,777       1,020,464  
Operating lease right-of-use assets     908,095       939,083  
Property and equipment, net     872,185       903,242  
Goodwill     2,331,898       2,333,143  
Identifiable intangible assets, net     103,183       101,425  
Other assets     372,813       388,366  
Total Assets   $ 5,607,951     $ 5,685,723  
Liabilities and Equity                
Current Liabilities:                
Payables and accruals   $ 777,781     $ 726,585  
Current operating lease liabilities     179,601       184,215  
Current portion of long-term debt and notes payable     20,269       28,778  
Total Current Liabilities     977,651       939,578  
Non-current operating lease liabilities     787,124       818,586  
Long-term debt, net of current portion     1,691,546       1,743,371  
Non-current deferred tax liability     81,497       88,311  
Other non-current liabilities     73,038       76,021  
Total Liabilities     3,610,856       3,665,867  
Redeemable non-controlling interests     10,167       8,651  
Total equity     1,986,928       2,011,205  
Total Liabilities and Equity   $ 5,607,951     $ 5,685,723  

 

10


 

V. Condensed Consolidated Statements of Cash Flows

For the Three Months Ended September 30, 2024 and 2025

(In thousands, unaudited)

    2024     2025  
Operating activities                
Net income   $ 81,015     $ 44,180  
Adjustments to reconcile net income to net cash provided by operating activities:                
Distributions from unconsolidated subsidiaries     16,306       11,723  
Depreciation and amortization     50,143       34,442  
Provision for expected credit losses     199       506  
Equity in earnings of unconsolidated subsidiaries     (33,069 )     (12,992 )
Loss on extinguishment of debt     10,939        
Gain on sale or disposal of assets     (89 )     (4 )
Stock compensation expense     13,376       4,255  
Amortization of debt discount, premium and issuance costs     787       784  
Deferred income taxes     (602 )     17,895  
Changes in operating assets and liabilities, net of effects of business combinations:                
Accounts receivable     22,348       83,144  
Other current assets     1,299       (8,060 )
Other assets     26,789       1,597  
Accounts payable and accrued expenses     (8,472 )     (2,163 )
Net cash provided by operating activities     180,969       175,307  
Investing activities                
Business combinations, net of cash acquired     3,682       (1,601 )
Purchases of property and equipment     (50,683 )     (53,102 )
Proceeds from sales and exchange of assets     1,908       22,093  
Net cash used in investing activities     (45,093 )     (32,610 )
Financing activities                
Borrowings on revolving facilities     235,000       200,000  
Payments on revolving facilities     (570,000 )     (300,000 )
Proceeds from term loans, net of issuance costs     836,697        
Payments on term loans     (1,640,418 )     (2,625 )
Proceeds from 6.875% senior notes, net of issuance costs     637,337        
Borrowings of other debt     3,078       20,169  
Principal payments on other debt     (12,521 )     (9,274 )
Dividends paid to common stockholders     (16,194 )     (7,739 )
Repurchases of common stock     (16,524 )     (1,970 )
Decrease in overdrafts     (9,453 )     (16,506 )
Proceeds from issuance of non-controlling interests     3,662       2,058  
Distributions to and purchases of non-controlling interests     (17,430 )     (19,105 )
Proceeds from Concentra initial public offering     511,198        
Net cash used in financing activities     (55,568 )     (134,992 )
Net increase in cash and cash equivalents     80,308       7,705  
Cash and cash equivalents at beginning of period     111,160       52,349  
Cash and cash equivalents at end of period   $ 191,468     $ 60,054  
Supplemental information                
Cash paid for interest, excluding amounts received of $23,115 under the interest rate cap contract during the three months ended September 30, 2024   $ 74,879     $ 21,937  
Cash paid for taxes     41,870       1,066  

 

11


 

VI. Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and 2025

(In thousands, unaudited)

 

    2024     2025  
Operating activities                
Net income   $ 292,948     $ 176,791  
Adjustments to reconcile net income to net cash provided by operating activities:                
Distributions from unconsolidated subsidiaries     30,436       42,815  
Depreciation and amortization     158,151       104,098  
Provision for expected credit losses     1,659       2,061  
Equity in earnings of unconsolidated subsidiaries     (49,805 )     (39,122 )
Loss on extinguishment of debt     10,939        
Gain on sale or disposal of assets     (1,111 )     (47 )
Stock compensation expense     39,399       12,179  
Amortization of debt discount, premium, and issuance costs     2,279       2,353  
Deferred income taxes     (34,941 )     10,547  
Changes in operating assets and liabilities, net of effects of business combinations:                
Accounts receivable     (116,761 )     (6,487 )
Other current assets     7,856       (7,498 )
Other assets     13,942       5,056  
Accounts payable and accrued expenses     37,441       (20,604 )
Net cash provided by operating activities     392,432       282,142  
Investing activities                
Business combinations, net of cash acquired     (2,311 )     (1,601 )
Purchases of property and equipment     (158,748 )     (170,125 )
Proceeds from sales and exchange of assets     4,241       22,132  
Net cash used in investing activities     (156,818 )     (149,594 )
Financing activities                
Borrowings on revolving facilities     950,000       970,000  
Payments on revolving facilities     (1,220,000 )     (925,000 )
Proceeds from term loans, net of issuance costs     836,697        
Payments on term loans     (1,719,503 )     (7,875 )
Proceeds from 6.875% senior notes, net of issuance costs     637,337        
Borrowings of other debt     20,806       41,522  
Principal payments on other debt     (35,782 )     (25,965 )
Dividends paid to common stockholders     (48,493 )     (23,684 )
Repurchases of common stock     (17,924 )     (99,535 )
Decrease in overdrafts     (16,101 )     (25,803 )
Proceeds from issuance of non-controlling interests     9,413       12,964  
Distributions to and purchases of non-controlling interests     (35,800 )     (48,812 )
Proceeds from Concentra initial public offering     511,198        
Net cash used in financing activities     (128,152 )     (132,188 )
Net increase in cash and cash equivalents     107,462       360  
Cash and cash equivalents at beginning of period     84,006       59,694  
Cash and cash equivalents at end of period   $ 191,468     $ 60,054  
Supplemental information                
Cash paid for interest, excluding amounts received of $68,069 under the interest rate cap contract during the nine months ended September 30, 2024   $ 216,757     $ 84,002  
Cash paid for taxes     102,696       22,118  

 

12


 

VII. Key Statistics

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

(unaudited)

 

    2024     2025     % Change  
Critical Illness Recovery Hospital                        
Number of hospitals operated – end of period(a)     106       105          
Revenue (,000)   $ 582,950     $ 609,929       4.6 %
Number of patient days(b)(c)     270,760       265,730       (1.9 )%
Number of admissions(b)(d)     8,676       8,859       2.1 %
Revenue per patient day(b)(e)   $ 2,145     $ 2,287       6.6 %
Occupancy rate(b)(f)     65 %     65 %     0.0 %
Adjusted EBITDA (,000)   $ 50,763     $ 56,102       10.5 %
Adjusted EBITDA margin     8.7 %     9.2 %        
Rehabilitation Hospital                        
Number of hospitals operated – end of period(a)     34       36          
Revenue (,000)   $ 282,709     $ 328,607       16.2 %
Number of patient days(b)(c)     116,835       129,787       11.1 %
Number of admissions(b)(d)     8,439       9,385       11.2 %
Revenue per patient day(b)(e)   $ 2,148     $ 2,254       4.9 %
Occupancy rate(b)(f)     82 %     83 %     1.2 %
Adjusted EBITDA (,000)   $ 60,117     $ 67,956       13.0 %
Adjusted EBITDA margin     21.3 %     20.7 %        
Outpatient Rehabilitation                        
Number of clinics operated – end of period(a)     1,925       1,922          
Working days(g)     64       64          
Revenue (,000)   $ 312,042     $ 325,383       4.3 %
Number of visits(b)(h)     2,773,465       2,924,794       5.5 %
Revenue per visit(b)(i)   $ 101     $ 100       (1.0 )%
Adjusted EBITDA (,000)   $ 28,319     $ 24,198       (14.6 )%
Adjusted EBITDA margin     9.1 %     7.4 %        

 

 

(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


 

VIII. Key Statistics

For the Nine Months Ended September 30, 2024, and 2025

(unaudited)

 

    2024     2025     % Change  
Critical Illness Recovery Hospital                        
Number of hospitals operated – end of period(a)     106       105          
Revenue (,000)   $ 1,843,751     $ 1,848,098       0.2 %
Number of patient days(b)(c)     844,623       835,970       (1.0 )%
Number of admissions(b)(d)     27,093       27,176       0.3 %
Revenue per patient day(b)(e)   $ 2,175     $ 2,203       1.3 %
Occupancy rate(b)(f)     68 %     69 %     1.5 %
Adjusted EBITDA (,000)   $ 238,536     $ 199,034       (16.6 )%
Adjusted EBITDA margin     12.9 %     10.8 %        
Rehabilitation Hospital                        
Number of hospitals operated – end of period(a)     34       36          
Revenue (,000)   $ 816,240     $ 949,770       16.4 %
Number of patient days(b)(c)     350,724       378,536       7.9 %
Number of admissions(b)(d)     25,039       27,335       9.2 %
Revenue per patient day(b)(e)   $ 2,119     $ 2,242       5.8 %
Occupancy rate(b)(f)     84 %     82 %     (2.4 )%
Adjusted EBITDA (,000)   $ 183,471     $ 209,427       14.1 %
Adjusted EBITDA margin     22.5 %     22.1 %        
Outpatient Rehabilitation                        
Number of clinics operated – end of period(a)     1,925       1,922          
Working days(g)     192       191          
Revenue (,000)   $ 930,696     $ 960,309       3.2 %
Number of visits(b)(h)     8,336,216       8,568,784       2.8 %
Revenue per visit(b)(i)   $ 100     $ 101       1.0 %
Adjusted EBITDA (,000)   $ 82,016     $ 78,984       (3.7 )%
Adjusted EBITDA margin     8.8 %     8.2 %        

 

 

(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.

 

14


 

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

For the Three and Nine Months Ended September 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

September 30, 

   

Nine Months Ended

September 30, 

 
    2024     2025     2024     2025  
Income from continuing operations, net of tax   $ 41,276     $ 44,180     $ 140,443     $ 176,791  
Income tax expense from continuing operations     4,374       11,749       49,269       45,494  
Interest expense     31,379       30,021       100,054       89,071  
Equity in earnings of unconsolidated subsidiaries     (33,069 )     (12,992 )     (53,481 )     (39,122 )
Loss on early retirement of debt     10,939             10,939        
Income from continuing operations, before other income and expense     54,899       72,958       247,224       272,234  
Stock compensation expense:                                
Included in general and administrative     10,961       3,448       32,517       9,714  
Included in cost of services     2,247       807       6,382       2,465  
Depreciation and amortization     34,930       34,442       106,583       104,098  
Concentra separation transaction costs     861             1,696        
Adjusted EBITDA   $ 103,898     $ 111,655     $ 394,402     $ 388,511  
                                 
Critical illness recovery hospital   $ 50,763     $ 56,102     $ 238,536     $ 199,034  
Rehabilitation hospital     60,117       67,956       183,471       209,427  
Outpatient rehabilitation     28,319       24,198       82,016       78,984  
Other(a)     (35,301 )     (36,601 )     (109,621 )     (98,934 )
Adjusted EBITDA   $ 103,898     $ 111,655     $ 394,402     $ 388,511  

 

 

(a) Other primarily includes general and administrative costs.

 

15


 

X. Reconciliation of Earnings per Common Share from Continuing Operations, Net of Tax, to Adjusted Earnings per Common Share from Continuing Operations, Net of Tax

For the Three and Nine Months Ended September 30, 2024 and 2025

(In thousands, except per share amounts, unaudited)

 

Adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are not measures of financial performance under GAAP. Items excluded from adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are significant components in understanding and assessing financial performance. Select Medical believes that the presentation of adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are important to investors because they are reflective of the financial performance of Select Medical’s ongoing operations and provide better comparability of its results of operations between periods. Adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations should not be considered in isolation or as alternatives to, or substitutes for, income from continuing operations, net of tax, 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 income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations as presented may not be comparable to other similarly titled measures of other companies.

 

The following tables reconcile income from continuing operations, net of tax, attributable to common shares and earnings per common share from continuing operations on a fully diluted basis to adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations on a fully diluted basis.

 

    Three Months Ended September 30,  
    2024   Per Share(a)(c)   2025   Per Share(a)  
Income from continuing operations, net of tax, attributable to common shares(a)   $ 23,842   $ 0.19   $ 28,087   $ 0.23  
Adjustments:(b)                          
Loss on early retirement of debt, net of tax     7,697     0.06          
Concentra separation transaction costs, net of tax     612     0.00          
Adjusted income from continuing operations, net of tax, attributable to common shares   $ 32,151   $ 0.26 (c) $ 28,087   $ 0.23  

 

    Nine Months Ended September 30,  
    2024   Per Share(a)   2025   Per Share(a)  
Income from continuing operations, net of tax, attributable to common shares(a)   $ 85,675   $ 0.69   $ 123,318   $ 1.00  
Adjustments:(b)                          
Loss on early retirement of debt, net of tax     7,695     0.06          
Concentra separation transaction costs, net of tax     1,208     0.01          
Adjusted income from continuing operations, net of tax, attributable to common shares   $ 94,578   $ 0.76   $ 123,318   $ 1.00  

 

 

(a) Income from continuing operations, net of tax, attributable to common shares and earnings per common share from continuing operations are calculated based on the diluted weighted average common shares outstanding, as presented in table III.

 

(b) Adjustments to income from continuing operations, net of tax, attributable to common shares include estimated income tax and non-controlling interest impacts and are calculated based on the diluted weighted average common shares outstanding. The estimated income tax impact, which is determined using tax rates based on the nature of the adjustment and the jurisdiction in which the adjustment occurred, includes both current and deferred income tax expense or benefit.

 

(c) Total does not foot due to rounding.

 

16


 

XI. 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   $ 143     $ 156  
Net income attributable to non-controlling interests     69       71  
Income from continuing operations, net of tax     212       227  
Income tax expense     63       70  
Interest expense     119       119  
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  

 

17