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8-K - FORM 8-K - SELECT MEDICAL HOLDINGS CORP | c21071e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE | 4714 Gettysburg Road | |
Mechanicsburg, PA 17055 | ||
NYSE Symbol: SEM |
Select Medical Holdings Corporation Announces
Results for Second Quarter Ended June 30, 2011
Results for Second Quarter Ended June 30, 2011
MECHANICSBURG, PENNSYLVANIA August 4, 2011 Select Medical Holdings
Corporation (Select Medical) (NYSE: SEM), today announced results for its second quarter ended
June 30, 2011.
For the second quarter ended June 30, 2011, net operating revenues increased 20.5% to $698.7
million compared to $579.9 million for the same quarter, prior year. Income from operations
increased 11.6% to $81.0 million compared to $72.6 million for the same quarter, prior year. Net
income attributable to Select Medical decreased to $11.7 million compared to $24.5 million for the
same quarter, prior year. Net income attributable to Select Medical for the quarter ended June 30,
2011 included a loss on early retirement of debt, net of tax of $19.3 million associated with the
June 1, 2011 refinancing of a portion of its indebtedness. Net income before interest, income
taxes, depreciation and amortization, loss on early retirement of debt, stock compensation expense,
other income and equity in losses of unconsolidated subsidiaries (Adjusted EBITDA) for the second
quarter increased 11.5% to $99.9 million compared to $89.6 million for the same quarter, prior
year. A reconciliation of net income to Adjusted EBITDA is attached to this release. Income per
common share for the second quarter ended June 30, 2011 was $0.08 on a fully diluted basis compared
to income per common share of $0.15 for the quarter ended June 30, 2010. Excluding the
non-recurring loss related to the early retirement of debt and its tax effect of $0.12 per share,
net income available to common stockholders on an adjusted basis was $0.20 per diluted share for
the quarter ended June 30, 2011. A reconciliation of net income per share to adjusted net income
per share is attached to this release.
For the six months ended June 30, 2011, net operating revenues increased 19.5% to $1,391.9
million compared to $1,164.7 million for the same period, prior year. Income from operations
increased 16.1% to $168.7 million compared to $145.2 million for the same period, prior year. Net
income attributable to Select Medical decreased 6.8% to $45.4 million compared to $48.7 million for
the same period, prior year. Net income attributable to Select Medical for the six months ended
June 30, 2011 includes a loss on early retirement of debt, net of tax, of $19.3 million associated
with the June 1, 2011 refinancing of a portion of its indebtedness. Additionally, Adjusted EBITDA
for the six months ended June 30, 2011 increased 13.9% to $205.7 million compared to $180.5 million
for the same period, prior year. A reconciliation of net income to Adjusted EBITDA is attached to
this release. Income per common share for the six months ended June 30, 2011 was $0.29 on a fully
diluted basis compared to income per common share of $0.30 for the six months ended June 30, 2010.
Excluding the non-recurring loss related to the early retirement of debt and its tax effect, net
income available to common stockholders on an adjusted basis was $0.42 per diluted share for the
six months ended June 30, 2011. A reconciliation of net income per share to adjusted net income
per share is attached to this release.
Specialty Hospitals
Certain specialty hospital key statistics are presented on schedules attached to this release.
For the second quarter of 2011, net operating revenues for all of Select Medicals hospitals
increased 29.1% to $520.3 million compared to $403.1 million for the same quarter, prior year. The
hospitals acquired in the Regency acquisition contributed $80.8 million of this increase. Adjusted
EBITDA for the specialty hospital segment increased 24.2% to $91.1 million compared to $73.3
million for the same quarter, prior year. The hospitals acquired in the Regency acquisition
contributed $8.7 million of this increase. The Adjusted EBITDA margin for the segment was 17.5%
for the second quarter of 2011, compared to 18.2% for the same quarter, prior year. Excluding the
effect of the Regency hospitals, the Adjusted EBITDA margin would have been 18.7% for the second
quarter of 2011.
For the six months ended June 30, 2011, net operating revenues for all of Select Medicals
hospitals increased 27.7% to $1,040.2 million compared to $814.8 million for the same period, prior
year. The hospitals acquired in the Regency acquisition contributed to $170.9 million of this
increase. Adjusted EBITDA for the segment for the six months ended June 30, 2011 increased 22.5%
to $191.4 million compared to $156.2 million for the same period, prior year. The hospitals
acquired in the Regency acquisition contributed $23.2 million of this increase. The Adjusted
EBITDA margin for the segment for the six months ended June 30, 2011 was 18.4%, compared to 19.2%
for the same period, prior year. Excluding the effect of the Regency hospitals, the Adjusted EBITDA
margin would have been 19.4% for the six months ended June 30, 2011.
Outpatient Rehabilitation
Certain outpatient rehabilitation key statistics are presented on schedules attached to this
release. For the second quarter of 2011, net operating revenues for the outpatient rehabilitation
segment increased 1.0% to $178.5 million compared to $176.8 million for the same quarter, prior
year. Adjusted EBITDA for the segment for the second quarter decreased 5.7% to $24.5 million
compared to $26.0 million for the same quarter, prior year. The Adjusted EBITDA margin for the
segment was 13.7% for the second quarter of 2011, compared to 14.7% for the same quarter, prior
year.
For the six months ended June 30, 2011, net operating revenues for the outpatient
rehabilitation segment increased 0.5% to $351.7 million compared to $349.9 million for the same
period, prior year. Adjusted EBITDA for the six months ended June 30, 2011 decreased 1.3% to $45.9
million compared to $46.5 million for the same period, prior year. The Adjusted EBITDA margin for
the six months ended June 30, 2011 was 13.0% compared to 13.3% in the same period, prior year.
Stock Repurchase Program
Select Medicals board of directors has authorized a program to repurchase up to $100.0
million worth of shares of Select Medicals common stock. On August 3, 2011, the board of
directors of Select Medical authorized an increase of $50.0 million in the capacity of its common
stock repurchase program, from $100.0 million to $150.0 million. The program will remain in effect
until January 31, 2012, unless extended 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. The timing of purchases of stock will be
based upon market conditions and other factors. Select Medical is funding this program with cash
on hand or borrowings under its revolving credit facility. Select Medical repurchased 139,784
shares at a cost of $1.3 million and 409,775 shares at a cost of $3.3 million, which includes
transaction costs, during the quarter and six months ended June 30, 2011, respectively. Since the
inception of the program through June 30, 2011, Select Medical has repurchased 7,315,475 shares at
a cost of $47.4 million, which includes transaction costs.
Indebtedness
On June 1, 2011, Select Medical Corporation (Select) entered into a new senior secured
credit agreement that provides for $1.15 billion in senior secured credit facilities, comprised of
an $850.0 million, seven-year term loan and a $300.0 million five-year revolving credit facility of
which $125.0 million was drawn at closing. The refinancing also included the completion of a cash
tender offer for $266.5 million aggregate principal amount of Selects 7 5/8% senior subordinated
notes due 2015 and the repurchase of all $150.0 million principal amount of Select Medicals 10.0%
senior subordinated notes.
At June 30, 2011 Select had outstanding an $850.0 million term loan (at aggregate principal
value) and a $65.0 million revolving loan balance under its senior secured credit facilities and
$345.0 million in principal amount of Selects 7 5/8% senior subordinated notes due 2015. Select
Medical also had $167.3 million in principal amount outstanding of its senior floating rate notes
due 2015.
Business Outlook
Select Medical is updating its prior business outlook for calendar year 2011 to reflect the
impact of the refinancing completed on June 1st. Select Medical continues to expect net revenue for
the full year 2011 to be in the range of $2.65 billion to $2.75 billion and Adjusted EBITDA for the
full year to be in the range of $365 million to $385 million. Select Medical now expects fully
diluted income per common share to be in the range of $0.57 to $0.62. On an adjusted basis
excluding the non-recurring loss related to the early retirement of debt and its tax effect from
the refinancing, fully diluted income per common share is expected to be in the range of $0.69 to
$0.74, compared to its previous income per common share guidance of $0.67 to $0.72 per share.
Conference Call
Select Medical will host a conference call regarding its second quarter results and its
business outlook on Friday, August 5, 2011, at 9:00 am EDT. The domestic dial in number for the
call is 1-866-770-7146. The international dial in number is 1-617-213-8068. The pass code for the
call is 40517924. The conference call will be webcast simultaneously and can be accessed at Select
Medical Holdings Corporations website http://www.selectmedicalholdings.com/.
For those unable to participate in the conference call, a replay will be available until
11:59pm EDT, August 12, 2011. The replay number is 1-888-286-8010 (domestic) or 1-617-801-6888
(international). The passcode for the replay will be 15171628. The replay can also be accessed at
Select Medical Holdings Corporations website, http://www.selectmedicalholdings.com.
* * * * *
Select Medical is a leading operator of specialty hospitals and outpatient rehabilitation
clinics in the United States. As of June 30, 2011, Select Medical operated 110 long term acute
care hospitals and nine acute medical rehabilitation hospitals in 28 states, and 952 outpatient
rehabilitation clinics in 34 states and the District of Columbia. Select Medical also provides
medical rehabilitation services on a contract basis at nursing homes, hospitals, assisted living
and senior care centers, schools and worksites. Information about Select Medical is available at
http://www.selectmedicalcorp.com/
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). 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:
| additional changes in government reimbursement for our services, including changes that
will result from the expiration of the moratorium for long term acute care hospitals
established by the Medicare, Medicaid and SCHIP Extension Act of 2007, the American
Recovery and Reinvestment Act, and the Patient Protection and Affordable Care Act may
result in a reduction in net operating revenues, an increase in costs and a reduction in
profitability; |
| the failure of our specialty hospitals to maintain their Medicare certifications may
cause our net operating revenues and profitability to decline; |
| the failure of our facilities operated as hospitals within hospitals to qualify as
hospitals separate from their host hospitals may cause our net operating revenues 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; |
| private third-party payors for our services may undertake future cost containment
initiatives that limit our future net operating revenues and profitability; |
| the failure to maintain established relationships with the physicians in the areas we
serve could reduce our net operating revenues and profitability; |
| shortages in qualified nurses or therapists could increase our operating costs
significantly; |
| competition may limit our ability to grow and result in a decrease in our net operating
revenues and profitability; |
| the loss of key members of our management team could significantly disrupt our
operations; |
| the effect of claims asserted against us could subject us to substantial uninsured
liabilities and in the future we may not be able to obtain insurance at a reasonable price; |
| other factors discussed from time to time in our filings with the Securities and
Exchange Commission, including factors under the heading Risk Factors in our annual
report on Form 10-K. |
Investor inquiries:
Joel Veit, 717/972-1100
I. Condensed Consolidated Statements of Operations
For the Three Months Ended June 30, 2010 and 2011
(In thousands, except per share amounts, unaudited)
For the Three Months Ended June 30, 2010 and 2011
(In thousands, except per share amounts, unaudited)
2010 | 2011 | %Change | ||||||||||
Net operating revenues |
$ | 579,877 | $ | 698,749 | 20.5 | % | ||||||
Costs and expenses: |
||||||||||||
Cost of services |
470,044 | 569,666 | 21.2 | % | ||||||||
General and administrative |
9,802 | 16,115 | 64.4 | % | ||||||||
Bad debt expense |
10,845 | 13,943 | 28.6 | % | ||||||||
Depreciation and amortization |
16,610 | 17,999 | 8.4 | % | ||||||||
Income from operations |
72,576 | 81,026 | 11.6 | % | ||||||||
Loss on early retirement of debt |
| (31,018 | ) | N/M | ||||||||
Equity in losses of unconsolidated
subsidiaries |
| (251 | ) | N/M | ||||||||
Other income |
182 | | N/M | |||||||||
Interest income |
| 111 | N/M | |||||||||
Interest expense |
(29,279 | ) | (25,296 | ) | (13.6 | )% | ||||||
Income before income taxes |
43,479 | 24,572 | (43.5 | )% | ||||||||
Income tax expense |
17,306 | 10,915 | (36.9 | )% | ||||||||
Net income |
26,173 | 13,657 | (47.8 | )% | ||||||||
Less: Net income attributable to non-
controlling interests |
1,711 | 1,938 | 13.3 | % | ||||||||
Net income attributable to Select Medical
Holdings Corporation |
$ | 24,462 | $ | 11,719 | (52.1 | )% | ||||||
Income per common share: |
||||||||||||
Basic |
$ | 0.15 | $ | 0.08 | ||||||||
Diluted |
$ | 0.15 | $ | 0.08 | ||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
159,709 | 152,603 | ||||||||||
Diluted |
159,975 | 152,881 |
N/M = Not Meaningful |
II. Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 2010 and 2011
(In thousands, except per share amounts, unaudited)
For the Six Months Ended June 30, 2010 and 2011
(In thousands, except per share amounts, unaudited)
2010 | 2011 | %Change | ||||||||||
Net operating revenues |
$ | 1,164,690 | $ | 1,391,935 | 19.5 | % | ||||||
Costs and expenses: |
||||||||||||
Cost of services |
942,421 | 1,127,082 | 19.6 | % | ||||||||
General and administrative |
22,591 | 32,681 | 44.7 | % | ||||||||
Bad debt expense |
20,132 | 28,293 | 40.5 | % | ||||||||
Depreciation and amortization |
34,321 | 35,221 | 2.6 | % | ||||||||
Income from operations |
145,225 | 168,658 | 16.1 | % | ||||||||
Loss on early retirement of debt |
| (31,018 | ) | N/M | ||||||||
Equity in losses of unconsolidated
subsidiaries |
| (324 | ) | N/M | ||||||||
Other income |
316 | | N/M | |||||||||
Interest income |
| 167 | N/M | |||||||||
Interest expense |
(59,321 | ) | (50,960 | ) | (14.1 | )% | ||||||
Income before income taxes |
86,220 | 86,523 | 0.4 | % | ||||||||
Income tax expense |
34,415 | 37,479 | 8.9 | % | ||||||||
Net income |
51,805 | 49,044 | (5.3 | )% | ||||||||
Less: Net income attributable to non-
controlling interests |
3,117 | 3,653 | 17.2 | % | ||||||||
Net income attributable to Select Medical
Holdings Corporation |
$ | 48,688 | $ | 45,391 | (6.8 | )% | ||||||
Income per common share: |
||||||||||||
Basic |
$ | 0.30 | $ | 0.29 | ||||||||
Diluted |
$ | 0.30 | $ | 0.29 | ||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
159,686 | 152,720 | ||||||||||
Diluted |
159,984 | 152,951 |
N/M = Not Meaningful |
III. Condensed Consolidated Balance Sheets
(In thousands, unaudited)
(In thousands, unaudited)
December 31, | June 30, | |||||||
2010 | 2011 | |||||||
Assets |
||||||||
Cash |
$ | 4,365 | $ | 13,584 | ||||
Accounts receivable, net |
353,432 | 406,472 | ||||||
Current deferred tax asset |
30,654 | 15,635 | ||||||
Prepaid income taxes |
12,699 | 27,223 | ||||||
Other current assets |
28,176 | 29,686 | ||||||
Total Current Assets |
429,326 | 492,600 | ||||||
Property and equipment, net |
532,100 | 514,922 | ||||||
Goodwill |
1,631,252 | 1,627,509 | ||||||
Other identifiable intangibles |
80,119 | 72,776 | ||||||
Assets held for sale |
11,342 | 11,342 | ||||||
Other assets |
37,947 | 68,873 | ||||||
Total Assets |
$ | 2,722,086 | $ | 2,788,022 | ||||
Liabilities and equity |
||||||||
Payables and accruals |
$ | 350,179 | $ | 364,945 | ||||
Current portion of long-term debt |
149,379 | 13,740 | ||||||
Total Current Liabilities |
499,558 | 378,685 | ||||||
Long-term debt, net of current portion |
1,281,390 | 1,413,128 | ||||||
Non-current deferred tax liability |
59,074 | 64,210 | ||||||
Other non-current liabilities |
66,650 | 71,155 | ||||||
Total equity |
815,414 | 860,844 | ||||||
Total Liabilities and Equity |
$ | 2,722,086 | $ | 2,788,022 | ||||
IV. Condensed Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 2010 and 2011
(In thousands, unaudited)
For the Six Months Ended June 30, 2010 and 2011
(In thousands, unaudited)
2010 | 2011 | |||||||
Operating Activities |
||||||||
Net Income |
$ | 51,805 | $ | 49,044 | ||||
Adjustments to reconcile net income to net cash used in operating
activities: |
||||||||
Depreciation and amortization |
34,321 | 35,221 | ||||||
Provision for bad debts |
20,132 | 28,293 | ||||||
Loss on early retirement of debt |
| 31,018 | ||||||
Loss (gain) from disposal of assets |
660 | (5,201 | ) | |||||
Non-cash gain from interest rate swaps |
(316 | ) | | |||||
Non-cash stock compensation expense |
945 | 1,780 | ||||||
Amortization of debt discount |
918 | 962 | ||||||
Changes in operating assets and liabilities, net of effects from
acquisition of businesses: |
||||||||
Accounts Receivable |
(51,373 | ) | (81,240 | ) | ||||
Other current assets |
(495 | ) | (1,511 | ) | ||||
Other assets |
(1,140 | ) | 2,724 | |||||
Accounts payable |
(8,796 | ) | 8,107 | |||||
Due to third-party payors |
587 | (464 | ) | |||||
Accrued expenses and deferred income taxes |
11,471 | 14,794 | ||||||
Net cash provided by operating activities |
58,719 | 83,527 | ||||||
Investing activities |
||||||||
Purchases of property and equipment |
(26,454 | ) | (23,696 | ) | ||||
Investment in business |
| (13,514 | ) | |||||
Acquisition of businesses, net of cash acquired |
| 1,921 | ||||||
Proceeds from sale of assets |
| 7,879 | ||||||
Net cash used in investing activities |
(26,454 | ) | (27,410 | ) | ||||
Financing activities |
||||||||
Borrowings on revolving credit facilities |
| 435,000 | ||||||
Payments on revolving credit facilities |
| (395,000 | ) | |||||
Borrowings on 2011 credit facility term loan, net of discount |
| 841,500 | ||||||
Payments on 2005 credit facility term loans, net of call premium |
| (484,633 | ) | |||||
Repurchase of 10% senior subordinated notes |
| (150,000 | ) | |||||
Repurchase of 7 5/8% senior subordinated notes, net of tender premium |
| (273,941 | ) | |||||
Borrowings of other debt |
5,015 | 5,496 | ||||||
Principal payments on seller and other debt |
(4,442 | ) | (3,480 | ) | ||||
Debt issuance costs |
| (18,556 | ) | |||||
Proceeds from bank overdrafts |
14,201 | 2,102 | ||||||
Repurchase of common stock |
| (3,285 | ) | |||||
Proceeds from issuance of common stock |
125 | 169 | ||||||
Distributions to non-controlling interests |
(2,091 | ) | (2,270 | ) | ||||
Net cash provided by (used in) financing activities |
12,808 | (46,898 | ) | |||||
Net increase in cash and cash equivalents |
45,073 | 9,219 | ||||||
Cash and cash equivalents at beginning of period |
83,680 | 4,365 | ||||||
Cash and cash equivalents at end of period |
$ | 128,753 | $ | 13,584 | ||||
Supplemental Cash Flow Information |
||||||||
Cash paid for interest |
$ | 55,928 | $ | 59,289 | ||||
Cash paid for taxes |
$ | 24,664 | $ | 29,435 |
V. Key Statistics
For the Three Months Ended June 30, 2010 and 2011
(unaudited)
For the Three Months Ended June 30, 2010 and 2011
(unaudited)
2010 | 2011 | %Change | ||||||||||
Specialty Hospitals |
||||||||||||
Number of hospitals end of period: |
||||||||||||
Long term acute care hospitals |
89 | 110 | ||||||||||
Rehabilitation hospitals |
6 | 9 | ||||||||||
Total specialty hospitals |
95 | 119 | ||||||||||
Net operating revenues (,000) |
$ | 403,079 | $ | 520,261 | 29.1 | % | ||||||
Number of patient days |
264,898 | 327,001 | 23.4 | % | ||||||||
Number of admissions |
10,616 | 13,556 | 27.7 | % | ||||||||
Net revenue per patient day (a) |
$ | 1,474 | $ | 1,505 | 2.1 | % | ||||||
Adjusted EBITDA (,000) |
$ | 73,344 | $ | 91,081 | 24.2 | % | ||||||
Adjusted EBITDA margin |
18.2 | % | 17.5 | % | ||||||||
Outpatient Rehabilitation |
||||||||||||
Number of clinics end of period |
953 | 952 | ||||||||||
Net operating revenues (,000) |
$ | 176,785 | $ | 178,473 | 1.0 | % | ||||||
Number of visits |
1,172,212 | 1,143,854 | (2.4 | )% | ||||||||
Revenue per visit (b) |
$ | 101 | $ | 102 | 1.0 | % | ||||||
Adjusted EBITDA (,000) |
$ | 25,956 | $ | 24,467 | (5.7 | )% | ||||||
Adjusted EBITDA margin |
14.7 | % | 13.7 | % |
(a) | Net revenue per patient day is calculated by dividing specialty hospital direct patient service revenue by the total number of patient
days. |
|
(b) | Net revenue per visit is calculated by dividing outpatient rehabilitation clinic revenue by the total number of visits. For purposes of
this computation, outpatient rehabilitation clinic revenue does not include managed clinics or contract services revenue. |
VI. Key Statistics
For the Six Months Ended June 30, 2010 and 2011
(unaudited)
For the Six Months Ended June 30, 2010 and 2011
(unaudited)
2010 | 2011 | %Change | ||||||||||
Specialty Hospitals |
||||||||||||
Number of hospitals end of period: |
||||||||||||
Long term acute care hospitals |
89 | 110 | ||||||||||
Rehabilitation hospitals |
6 | 9 | ||||||||||
Total specialty hospitals |
95 | 119 | ||||||||||
Net operating revenues (,000) |
$ | 814,764 | $ | 1,040,185 | 27.7 | % | ||||||
Number of patient days |
532,746 | 660,857 | 24.0 | % | ||||||||
Number of admissions |
21,717 | 27,366 | 26.0 | % | ||||||||
Net revenue per patient day (a) |
$ | 1,483 | $ | 1,510 | 1.8 | % | ||||||
Adjusted EBITDA (,000) |
$ | 156,241 | $ | 191,434 | 22.5 | % | ||||||
Adjusted EBITDA margin |
19.2 | % | 18.4 | % | ||||||||
Outpatient Rehabilitation |
||||||||||||
Number of clinics end of period |
953 | 952 | ||||||||||
Net operating revenues (,000) |
$ | 349,850 | $ | 351,664 | 0.5 | % | ||||||
Number of visits |
2,298,170 | 2,282,554 | (0.7 | )% | ||||||||
Revenue per visit (b) |
$ | 101 | $ | 102 | 1.0 | % | ||||||
Adjusted EBITDA (,000) |
$ | 46,474 | $ | 45,873 | (1.3 | )% | ||||||
Adjusted EBITDA margin |
13.3 | % | 13.0 | % |
(a) | Net revenue per patient day is calculated by dividing specialty hospital direct
patient service revenue by the total number of patient days. |
|
(b) | Net revenue per visit is calculated by dividing outpatient rehabilitation clinic
revenue by the total number of visits. For purposes of this computation, outpatient
rehabilitation clinic revenue does not include managed clinics or contract services
revenue. |
VII. Net Income to Adjusted EBITDA Reconciliation
For the Three and Six Months Ended June 30, 2010 and 2011
(In thousands, unaudited)
For the Three and Six Months Ended June 30, 2010 and 2011
(In thousands, unaudited)
The following table reconciles net income to Adjusted EBITDA for Select Medical.
Adjusted EBITDA is used by Select Medical to report its segment performance. Adjusted EBITDA is
defined as net income before interest, income taxes, depreciation and amortization, stock
compensation expense, other income, loss on early retirement of debt and equity in losses of
unconsolidated subsidiaries. The Company believes that the presentation of Adjusted EBITDA is
important to investors because Adjusted EBITDA is used by management to evaluate financial
performance and determine resource allocation for each of its operating units.
Adjusted EBITDA is not a measure of financial performance under generally accepted accounting
principles. Items excluded from Adjusted EBITDA are significant components in understanding and
assessing financial performance. Adjusted EBITDA should not be considered in isolation or as an
alternative to, or substitute for, net income, 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 generally accepted accounting principles and is thus
susceptible to varying calculation, Adjusted EBITDA as presented may not be comparable to other
similarly titled measures of other companies.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2011 | 2010 | 2011 | |||||||||||||
Net income |
$ | 26,173 | $ | 13,657 | $ | 51,805 | $ | 49,044 | ||||||||
Income tax expense |
17,306 | 10,915 | 34,415 | 37,479 | ||||||||||||
Other income |
(182 | ) | | (316 | ) | | ||||||||||
Loss on early retirement of debt |
| 31,018 | | 31,018 | ||||||||||||
Interest expense, net of interest income |
29,279 | 25,185 | 59,321 | 50,793 | ||||||||||||
Equity in losses of unconsolidated
subsidiaries |
| 251 | | 324 | ||||||||||||
Stock compensation expense: |
||||||||||||||||
Included in general and administrative |
111 | 478 | 291 | 948 | ||||||||||||
Included in cost of services |
326 | 422 | 654 | 832 | ||||||||||||
Depreciation and amortization |
16,610 | 17,999 | 34,321 | 35,221 | ||||||||||||
Adjusted EBITDA |
$ | 89,623 | $ | 99,925 | $ | 180,491 | $ | 205,659 | ||||||||
Specialty hospitals |
$ | 73,344 | $ | 91,081 | $ | 156,241 | $ | 191,434 | ||||||||
Outpatient rehabilitation |
25,956 | 24,467 | 46,474 | 45,873 | ||||||||||||
Other (1) |
(9,677 | ) | (15,623 | ) | (22,224 | ) | (31,648 | ) | ||||||||
Adjusted EBITDA |
$ | 89,623 | $ | 99,925 | $ | 180,491 | $ | 205,659 | ||||||||
(1) | Other primarily includes general and administrative costs. |
VIII. Reconciliation of Net Income Per Share to Adjusted Net Income Per Share
For the Three Months Ended June 30, 2010 and 2011
(In thousands, except per share amounts, unaudited)
For the Three Months Ended June 30, 2010 and 2011
(In thousands, except per share amounts, unaudited)
Per Share | Per Share | |||||||||||||||
2010 | (a) | 2011 | (a) | |||||||||||||
Net income attributable to Select Medical Holdings Corporation |
24,462 | 0.15 | 11,719 | 0.08 | ||||||||||||
Earnings allocated to unvested restricted stockholders |
(46 | ) | (0.00 | ) | (125 | ) | (0.00 | ) | ||||||||
Net income available to common stockholders |
24,416 | 0.15 | 11,594 | 0.08 | ||||||||||||
Adjustment for early retirement of debt: |
||||||||||||||||
Loss on early retirement of debt |
| | 31,018 | 0.20 | ||||||||||||
Estimated income tax benefit (b) |
| | (11,725 | ) | (0.08 | ) | ||||||||||
Earnings allocated to unvested restricted stockholders |
| | (206 | ) | (0.00 | ) | ||||||||||
Adjusted net income available to common stockholders |
$ | 24,416 | $ | 0.15 | $ | 30,681 | $ | 0.20 | ||||||||
Adjustment for dilution |
0.00 | 0.00 | ||||||||||||||
Adjusted net income available to common stockholders
diluted shares |
$ | 0.15 | $ | 0.20 | ||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
159,709 | 152,603 | ||||||||||||||
Diluted |
159,975 | 152,881 |
(a) | Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except adjusted net income available to common
stockholders diluted shares, which is based on diluted shares outstanding. |
|
(b) | Represents the estimated tax benefit on the adjustments to net income. |
IX. Reconciliation of Net Income Per Share to Adjusted Net Income Per Share
For the Six Months Ended June 30, 2010 and 2011
(In thousands, except per share amounts, unaudited)
For the Six Months Ended June 30, 2010 and 2011
(In thousands, except per share amounts, unaudited)
Per Share | Per Share | |||||||||||||||
2010 | (a) | 2011 | (a) | |||||||||||||
Net income attributable to Select Medical Holdings Corporation |
48,688 | 0.30 | 45,391 | 0.30 | ||||||||||||
Earnings allocated to unvested restricted stockholders |
(97 | ) | (0.00 | ) | (486 | ) | (0.01 | ) | ||||||||
Net income available to common stockholders |
48,591 | 0.30 | 44,905 | 0.29 | ||||||||||||
Adjustment for early retirement of debt: |
||||||||||||||||
Loss on early retirement of debt |
| | 31,018 | 0.20 | ||||||||||||
Estimated income tax benefit (b) |
| | (11,725 | ) | (0.07 | ) | ||||||||||
Earnings allocated to unvested restricted stockholders |
| | (206 | ) | (0.00 | ) | ||||||||||
Adjusted net income available to common stockholders |
$ | 48,591 | $ | 0.30 | $ | 63,992 | $ | 0.42 | ||||||||
Adjustment for dilution |
0.00 | 0.00 | ||||||||||||||
Adjusted net income available to common stockholders
diluted shares |
$ | 0.30 | $ | 0.42 | ||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
159,686 | 152,720 | ||||||||||||||
Diluted |
159,984 | 152,951 |
(a) | Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except adjusted net income available to common
stockholders diluted shares, which is based on diluted shares outstanding. |
|
(b) | Represents the estimated tax benefit on the adjustments to net income. |