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8-K - 8-K - SELECT MEDICAL HOLDINGS CORPa12-25934_18k.htm

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road
Mechanicsburg, PA 17055
NYSE Symbol: SEM

 

Select Medical Holdings Corporation Announces Results for

Third Quarter Ended September 30, 2012 and Special Cash Dividend

 

MECHANICSBURG, PENNSYLVANIA — November 1, 2012 — Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) today announced results for its third quarter ended September 30, 2012.

 

For the third quarter ended September 30, 2012, net operating revenues increased 2.8% to $713.7 million compared to $694.1 million for the same quarter, prior year.  Income from operations increased 4.0% to $70.8 million compared to $68.1 million for the same quarter, prior year.  Net income attributable to Select Medical decreased to $24.1 million compared to $25.6 million for the same quarter, prior year.  Net income attributable to Select Medical for the three months ended September 30, 2012 includes a loss on early retirement of debt, net of tax, of $3.7 million associated with the September 12, 2012 redemption of $275.0 million of its 7 5/8% senior subordinated notes.  Net income before interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, equity in earnings (losses) of unconsolidated subsidiaries and other income (expense) (“Adjusted EBITDA”) for the third quarter increased 1.4% to $87.7 million compared to $86.5 million for the same quarter, prior year.  A reconciliation of net income to Adjusted EBITDA is presented in table VII of this release.  Income per common share for the third quarter ended September 30, 2012 and 2011 was $0.17 on a fully diluted basis.  Excluding the loss related to the early retirement of debt and its tax effect, net income available to common stockholders on an adjusted basis, which we refer to as Adjusted Net Income Per Share, was $0.20 per diluted share for the three months ended September 30, 2012.  A reconciliation of net income per share to Adjusted Net Income Per Share is presented in table VIII of this release.

 

For the nine months ended September 30, 2012, net operating revenues increased 5.8% to $2,207.9 million compared to $2,086.1 million for the same period, prior year.  Income from operations increased 8.1% to $255.9 million compared to $236.7 million for the same period, prior year.  Net income attributable to Select Medical increased to $108.8 million compared to $71.0 million for the same period, prior year.  Net income attributable to Select Medical for the nine months ended September 30, 2012 includes a loss on early retirement of debt, net of tax, of $3.7 million associated with the September 12, 2012 redemption of $275.0 million of its 7 5/8% senior subordinated notes.  Net income attributable to Select Medical for the nine months ended September 30, 2011 includes a loss on early retirement of debt, net of tax, of $19.2 million associated with the June 1, 2011 refinancing of a portion of its indebtedness.  Adjusted EBITDA for the nine months ended September 30, 2012 increased 5.1% to $307.1 million compared to $292.2 million for the same period, prior year.  A reconciliation of net income to Adjusted EBITDA is presented in table VII of this release.  Income per common share for the nine months ended September 30, 2012 was $0.77 on a fully diluted basis compared to income per common share of $0.46 for the nine months ended September 30, 2011.  Excluding the loss related to the early retirement of debt in each period and their related tax effect, Adjusted Net Income Per Share was $0.79 and $0.59 per

 



 

diluted share for the nine months ended September 30, 2012 and 2011, respectively.  A reconciliation of net income per share to Adjusted Net Income Per Share is presented in table IX of this release.

 

Specialty Hospitals

 

For the third quarter of 2012, net operating revenues for the specialty hospital segment increased 2.0% to $531.4 million compared to $521.1 million for the same quarter, prior year.  Adjusted EBITDA for the specialty hospital segment increased 2.6% to $83.7 million compared to $81.6 million for the same quarter, prior year.  The Adjusted EBITDA margin for the segment was 15.7% for both the third quarter of 2012 and the same quarter, prior year. Certain specialty hospital key statistics for the third quarter periods are presented in table V of this release.

 

For the nine months ended September 30, 2012, net operating revenues for the specialty hospital segment increased 5.1% to $1,641.6 million compared to $1,561.3 million for the same period, prior year.  Adjusted EBITDA for the specialty hospital segment for the nine months ended September 30, 2012 increased 4.7% to $285.8 million compared to $273.0 million for the same period, prior year.  The Adjusted EBITDA margin for the segment was 17.4% for the nine months ended September 30, 2012, compared to 17.5% for the same period, prior year. Certain specialty hospital key statistics for the nine month periods are presented in table VI of this release.

 

Outpatient Rehabilitation

 

For the third quarter of 2012, net operating revenues for the outpatient rehabilitation segment increased 5.3% to $182.2 million compared to $173.0 million for the same quarter, prior year.  Adjusted EBITDA for the segment for the third quarter increased 4.7% to $20.4 million compared to $19.4 million for the same quarter, prior year.  The Adjusted EBITDA margin for the segment was 11.2% for both the third quarter of 2012 and the same quarter, prior year. Certain outpatient rehabilitation key statistics for the third quarter periods are presented in table V of this release.

 

For the nine months ended September 30, 2012, net operating revenues for the outpatient rehabilitation segment increased 7.9% to $566.2 million compared to $524.7 million for the same period, prior year.  Adjusted EBITDA for the segment for the nine months ended September 30, 2012 increased 5.1% to $68.7 million compared to $65.3 million for the same period, prior year.  The Adjusted EBITDA margin for the segment was 12.1% for the nine months ended September 30, 2012, compared to 12.4% for the same period, prior year. Certain outpatient rehabilitation key statistics for the nine month periods are presented in table VI of this release.

 

Special Cash Dividend

 

On October 30, 2012, Select Medical’s board of directors declared a special cash dividend of $1.50 per share, totaling approximately $210.8 million.  This special cash dividend will be paid on or about December 12, 2012 to all stockholders of record at the close of business on December 5, 2012.  “The dividend allows us to return capital to stockholders without diminishing our ability to pursue investment and acquisition opportunities,” stated Robert A. Ortenzio, Select Medical’s Chief Executive Officer.  The dividend is expected to be funded with cash on hand and borrowings under Select Medical’s existing revolving credit facility.  Select Medical anticipates using approximately $100.0 million of available cash on hand toward the funding of the dividend.  Select Medical’s leverage ratio (total debt to Adjusted EBITDA) at September 30, 2012 was 3.35, compared to 3.62 at December 31, 2011.

 

Stock Repurchase Program

 

The board of directors of Select Medical has authorized a common stock repurchase program of $250.0 million.  The program will remain in effect until March 31, 2013, 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 did not repurchase shares during the three months ended September 30, 2012.  Select Medical repurchased 5,725,782 shares at a cost of $46.8 million, which includes transaction costs, during the nine months ended September 30, 2012.  Since the inception of the program through September 30, 2012, Select Medical has repurchased 22,490,389 shares at a cost of $163.6 million, an average cost per share of $7.28, which includes transaction costs.

 

Business Outlook

 

Select Medical reaffirms its prior financial guidance for calendar year 2012.  Select Medical expects consolidated net operating revenues for the full year 2012 to be in the range of $2.9 billion to $2.975 billion.  Select Medical expects Adjusted EBITDA for the full year 2012 to be in the range of $400.0 million to $410.0 million.  Select Medical now expects fully diluted income per common share for the full year 2012 to be in the range of $0.99 to $1.04, and excluding the loss related to the early retirement of debt in the third quarter 2012 and its related tax effect, Adjusted Net Income Per Share for the full year 2012 to be in the range of $1.01 to $1.06.

 

Conference Call

 

Select Medical will host a conference call regarding its third quarter results and its business outlook on Friday, November, 2, 2012, at 9:00am EDT. The domestic dial-in number for the call is 1-866-203-3206. The international dial-in number is 1-617-213-8848. The passcode for the call is 29914018. The conference call will be webcast simultaneously and can be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

 

For those unable to participate in the conference call, a replay will be available until 11:59pm EST, November 9, 2012. The replay number is 1-888-286-8010 (domestic) or 1-617-801-6888 (international). The passcode for the replay will be 31823342. The replay can also be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

 

*   *   *   *   *

 

Select Medical is a leading operator of specialty hospitals and outpatient rehabilitation clinics in the United States. As of September 30, 2012, Select Medical operated 111 long term acute care hospitals and 12 acute medical rehabilitation hospitals in 28 states and 965 outpatient rehabilitation clinics in 32 states and the District of Columbia. Select Medical also provides medical rehabilitation services on a contracted basis to nursing homes, hospitals, assisted living and senior care centers, schools and work sites. Information about Select Medical is available at www.selectmedical.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

·                     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 T. Veit

Vice President and Treasurer

717-972-1100

ir@selectmedical.com

 

SOURCE: Select Medical Holdings Corporation

 



 

I.   Condensed Consolidated Statements of Operations

For the Three Months Ended September 30, 2011 and 2012

(In thousands, except per share amounts, unaudited)

 

 

 

2011

 

2012

 

% Change

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

694,131

 

$

713,669

 

2.8

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

581,829

 

598,984

 

2.9

%

General and administrative

 

14,975

 

17,130

 

14.4

%

Bad debt expense

 

11,709

 

11,199

 

(4.4

)%

Depreciation and amortization

 

17,545

 

15,537

 

(11.4

)%

 

 

 

 

 

 

 

 

Income from operations

 

68,073

 

70,819

 

4.0

%

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

 

(6,064

)

N/M

 

Equity in earnings of unconsolidated subsidiaries

 

1,653

 

1,167

 

(29.4

)%

Interest income

 

119

 

 

N/M

 

Interest expense

 

(24,134

)

(24,575

)

1.8

%

 

 

 

 

 

 

 

 

Income before income taxes

 

45,711

 

41,347

 

(9.5

)%

 

 

 

 

 

 

 

 

Income tax expense

 

19,330

 

16,189

 

(16.2

)%

 

 

 

 

 

 

 

 

Net income

 

26,381

 

25,158

 

(4.6

)%

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

785

 

1,048

 

33.5

%

 

 

 

 

 

 

 

 

Net income attributable to Select Medical Holdings Corporation

 

$

25,596

 

$

24,110

 

(5.8

)%

 

 

 

 

 

 

 

 

Income per common share:

 

 

 

 

 

 

 

Basic

 

$

0.17

 

$

0.17

 

 

 

Diluted

 

$

0.17

 

$

0.17

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

151,470

 

137,551

 

 

 

Diluted

 

151,676

 

137,888

 

 

 

 

N/M = Not Meaningful

 



 

II.   Condensed Consolidated Statements of Operations

For the Nine Months Ended September 30, 2011 and 2012

(In thousands, except per share amounts, unaudited)

 

 

 

2011

 

2012

 

% Change

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

2,086,066

 

$

2,207,883

 

5.8

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

1,708,911

 

1,823,272

 

6.7

%

General and administrative

 

47,656

 

49,908

 

4.7

%

Bad debt expense

 

40,002

 

31,603

 

(21.0

)%

Depreciation and amortization

 

52,766

 

47,164

 

(10.6

)%

 

 

 

 

 

 

 

 

Income from operations

 

236,731

 

255,936

 

8.1

%

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

(31,018

)

(6,064

)

N/M

 

Equity in earnings of unconsolidated subsidiaries

 

1,329

 

6,384

 

380.4

%

Interest income

 

286

 

 

N/M

 

Interest expense

 

(75,094

)

(72,295

)

(3.7

)%

 

 

 

 

 

 

 

 

Income before income taxes

 

132,234

 

183,961

 

39.1

%

 

 

 

 

 

 

 

 

Income tax expense

 

56,809

 

71,415

 

25.7

%

 

 

 

 

 

 

 

 

Net income

 

75,425

 

112,546

 

49.2

%

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

4,438

 

3,722

 

(16.1

)%

 

 

 

 

 

 

 

 

Net income attributable to Select Medical Holdings Corporation

 

$

70,987

 

$

108,824

 

53.3

%

 

 

 

 

 

 

 

 

Income per common share:

 

 

 

 

 

 

 

Basic

 

$

0.46

 

$

0.77

 

 

 

Diluted

 

$

0.46

 

$

0.77

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

152,299

 

139,138

 

 

 

Diluted

 

152,522

 

139,404

 

 

 

 

N/M = Not Meaningful

 



 

III.  Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

 

 

December 31,
2011

 

September 30,
2012

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

12,043

 

$

49,676

 

 

 

 

 

 

 

Accounts receivable, net

 

413,743

 

392,647

 

 

 

 

 

 

 

Current deferred tax asset

 

18,305

 

17,978

 

 

 

 

 

 

 

Prepaid income taxes

 

9,497

 

1,410

 

 

 

 

 

 

 

Other current assets

 

29,822

 

31,620

 

 

 

 

 

 

 

Total Current Assets

 

483,410

 

493,331

 

 

 

 

 

 

 

Property and equipment, net

 

510,028

 

494,625

 

 

 

 

 

 

 

Goodwill

 

1,631,716

 

1,633,106

 

 

 

 

 

 

 

Other identifiable intangibles

 

72,123

 

71,783

 

 

 

 

 

 

 

Assets held for sale

 

2,742

 

2,742

 

 

 

 

 

 

 

Other assets

 

72,128

 

86,221

 

 

 

 

 

 

 

Total Assets

 

$

2,772,147

 

$

2,781,808

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

 

 

 

 

Payables and accruals

 

$

373,090

 

$

362,837

 

 

 

 

 

 

 

Current portion of long-term debt

 

10,848

 

11,084

 

 

 

 

 

 

 

Total Current Liabilities

 

383,938

 

373,921

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

1,385,950

 

1,330,549

 

 

 

 

 

 

 

Non-current deferred tax liability

 

82,028

 

84,118

 

 

 

 

 

 

 

Other non-current liabilities

 

64,905

 

70,502

 

 

 

 

 

 

 

Total equity

 

855,326

 

922,718

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

2,772,147

 

$

2,781,808

 

 



 

IV.  Condensed Consolidated Statement of Cash Flows

For the Nine Months Ended September 30, 2011 and 2012

(In thousands, unaudited)

 

 

 

2011

 

2012

 

Operating Activities

 

 

 

 

 

Net Income

 

$

75,425

 

$

112,546

 

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

 

 

 

 

 

Depreciation and amortization

 

52,766

 

47,164

 

Provision for bad debts

 

40,002

 

31,603

 

Loss on early retirement of debt

 

31,018

 

6,064

 

Gain from disposal or sale of assets

 

(5,182

)

(3,484

)

Non-cash stock compensation expense

 

2,698

 

3,990

 

Amortization of debt discount

 

1,271

 

1,123

 

Changes in operating assets and liabilities, net of effects from acquisition of businesses:

 

 

 

 

 

Accounts receivable

 

(81,466

)

(10,507

)

Other current assets

 

240

 

(1,849

)

Other assets

 

1,072

 

(743

)

Accounts payable

 

14,008

 

(4,098

)

Due to third-party payors

 

(1,050

)

360

 

Accrued expenses

 

(12,566

)

348

 

Income and deferred taxes

 

25,678

 

11,559

 

Net cash provided by operating activities

 

143,914

 

194,076

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Purchases of property and equipment

 

(32,094

)

(45,188

)

Proceeds from sale of assets

 

7,879

 

16,511

 

Investment in business, net of distributions

 

(13,514

)

(9,899

)

Acquisition of businesses, net of cash acquired

 

1,921

 

(1,547

)

Net cash used in investing activities

 

(35,808

)

(40,123

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Borrowings on revolving credit facilities

 

595,000

 

365,000

 

Payments on revolving credit facilities

 

(570,000

)

(405,000

)

Borrowings on 2011 credit facility term loans, net of discount

 

841,500

 

266,750

 

Payments on 2011 credit facility term loans

 

(2,125

)

(7,063

)

Payments on 2005 credit facility term loans, net of premium

 

(484,633

)

 

Repurchase of 10% senior subordinated notes

 

(150,000

)

 

Repurchase of 7 5/8% senior subordinated notes, net of premiums

 

(273,941

)

(278,495

)

Borrowings of other debt

 

5,496

 

5,835

 

Principal payments on other debt

 

(5,846

)

(7,417

)

Debt issuance costs

 

(18,556

)

(4,236

)

Repurchase of common stock

 

(31,641

)

(46,790

)

Proceeds from issuance of common stock

 

169

 

1,104

 

Repayment of bank overdrafts

 

(4,174

)

(3,011

)

Distributions to non-controlling interests

 

(3,507

)

(2,997

)

Net cash used in financing activities

 

(102,258

)

(116,320

)

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

5,848

 

37,633

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

4,365

 

12,043

 

Cash and cash equivalents at end of period

 

$

10,213

 

$

49,676

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

Cash paid for interest

 

$

94,632

 

$

68,122

 

Cash paid for taxes

 

$

31,105

 

$

59,850

 

 



 

V.  Key Statistics

For the Three Months Ended September 30, 2011 and 2012

(unaudited)

 

 

 

2011

 

2012

 

% Change

 

Specialty Hospitals

 

 

 

 

 

 

 

Number of hospitals — end of period:

 

 

 

 

 

 

 

Long term acute care hospitals (a)

 

110

 

111

 

 

 

Rehabilitation hospitals (a)

 

9

 

12

 

 

 

Total specialty hospitals

 

119

 

123

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

521,085

 

$

531,409

 

2.0

%

 

 

 

 

 

 

 

 

Number of patient days (b)

 

333,322

 

328,871

 

(1.3

)%

 

 

 

 

 

 

 

 

Number of admissions (b)

 

13,599

 

13,477

 

(0.9

)%

 

 

 

 

 

 

 

 

Net revenue per patient day (b)(c)

 

$

1,474

 

$

1,517

 

2.9

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

81,570

 

$

83,659

 

2.6

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

15.7

%

15.7

%

 

 

 

 

 

 

 

 

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of clinics — end of period

 

952

 

965

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

173,030

 

$

182,246

 

5.3

%

 

 

 

 

 

 

 

 

Number of visits (d)

 

1,099,342

 

1,129,015

 

2.7

%

 

 

 

 

 

 

 

 

Revenue per visit (d)(e)

 

$

103

 

$

103

 

0.0

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

19,435

 

$

20,354

 

4.7

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

11.2

%

11.2

%

 

 

 


(a)         Includes managed hospitals.

(b)         Excludes managed hospitals.

(c)          Net revenue per patient day is calculated by dividing specialty hospital direct patient service revenue by the total number of patient days.

(d)         Excludes managed clinics.

(e)          Net revenue per visit is calculated by dividing outpatient rehabilitation clinic direct patient service revenue by the total number of visits.  For purposes of this computation, outpatient rehabilitation clinic direct patient service revenue does not include managed clinics or contract services revenue.

 



 

VI.  Key Statistics

For the Nine Months Ended September 30, 2011 and 2012

(unaudited)

 

 

 

2011

 

2012

 

% Change

 

Specialty Hospitals

 

 

 

 

 

 

 

Number of hospitals — end of period:

 

 

 

 

 

 

 

Long term acute care hospitals (a)

 

110

 

111

 

 

 

Rehabilitation hospitals (a)

 

9

 

12

 

 

 

Total specialty hospitals

 

119

 

123

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

1,561,270

 

$

1,641,577

 

5.1

%

 

 

 

 

 

 

 

 

Number of patient days (b)

 

994,179

 

1,007,908

 

1.4

%

 

 

 

 

 

 

 

 

Number of admissions (b)

 

40,965

 

41,404

 

1.1

%

 

 

 

 

 

 

 

 

Net revenue per patient day (b)(c)

 

$

1,498

 

$

1,532

 

2.3

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

273,004

 

$

285,779

 

4.7

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

17.5

%

17.4

%

 

 

 

 

 

 

 

 

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of clinics — end of period

 

952

 

965

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

524,694

 

$

566,195

 

7.9

%

 

 

 

 

 

 

 

 

Number of visits (d)

 

3,381,896

 

3,447,774

 

1.9

%

 

 

 

 

 

 

 

 

Revenue per visit (d)(e)

 

$

103

 

$

103

 

0.0

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

65,308

 

$

68,669

 

5.1

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

12.4

%

12.1

%

 

 

 


(a)         Includes managed hospitals.

(b)         Excludes managed hospitals.

(c)          Net revenue per patient day is calculated by dividing specialty hospital direct patient service revenue by the total number of patient days.

(d)         Excludes managed clinics.

(e)          Net revenue per visit is calculated by dividing outpatient rehabilitation clinic direct patient service revenue by the total number of visits.  For purposes of this computation, outpatient rehabilitation clinic direct patient service revenue does not include managed clinics or contract services revenue.

 



 

VII. Net Income to Adjusted EBITDA Reconciliation

For the Three and Nine Months Ended September 30, 2011 and 2012

(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, gain (loss) on early retirement of debt, stock compensation expense, equity in earnings (losses) of unconsolidated subsidiaries and other income (expense).  The Company believes that 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 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 calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2012

 

2011

 

2012

 

Net income

 

$

26,381

 

$

25,158

 

$

75,425

 

$

112,546

 

Income tax expense

 

19,330

 

16,189

 

56,809

 

71,415

 

Loss on early retirement of debt

 

 

6,064

 

31,018

 

6,064

 

Interest expense, net of interest income

 

24,015

 

24,575

 

74,808

 

72,295

 

Equity in earnings of unconsolidated subsidiaries

 

(1,653

)

(1,167

)

(1,329

)

(6,384

)

Stock compensation expense:

 

 

 

 

 

 

 

 

 

Included in general and administrative

 

488

 

847

 

1,436

 

2,436

 

Included in cost of services

 

430

 

544

 

1,262

 

1,554

 

Depreciation and amortization

 

17,545

 

15,537

 

52,766

 

47,164

 

Adjusted EBITDA

 

$

86,536

 

$

87,747

 

$

292,195

 

$

307,090

 

 

 

 

 

 

 

 

 

 

 

Specialty hospitals

 

$

81,570

 

$

83,659

 

$

273,004

 

$

285,779

 

Outpatient rehabilitation

 

19,435

 

20,354

 

65,308

 

68,669

 

Other (a)

 

(14,469

)

(16,266

)

(46,117

)

(47,358

)

Adjusted EBITDA

 

$

86,536

 

$

87,747

 

$

292,195

 

$

307,090

 

 


(a)         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 September 30, 2011 and 2012

(In thousands, except per share amounts, unaudited)

 

 

 

2011

 

Per Share (a)

 

2012

 

Per Share (a)

 

Net income attributable to Select Medical Holdings Corporation

 

25,596

 

0.17

 

24,110

 

0.18

 

Earnings allocated to unvested restricted stockholders

 

(278

)

(0.00

)

(407

)

(0.01

)

Net income available to common stockholders

 

25,318

 

0.17

 

23,703

 

0.17

 

 

 

 

 

 

 

 

 

 

 

Adjustment for early retirement of debt:

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

 

 

6,064

 

0.05

 

Estimated income tax benefit (b)

 

 

 

(2,363

)

(0.02

)

Earnings allocated to unvested restricted stockholders

 

 

 

(63

)

(0.00

)

 

 

 

 

 

 

 

 

 

 

Adjusted net income available to common stockholders

 

25,318

 

$

0.17

 

$

27,341

 

$

0.20

 

Adjustment for dilution

 

 

 

(0.00

)

 

 

(0.00

)

Adjusted net income available to common stockholders — diluted shares

 

 

 

$

0.17

 

 

 

$

0.20

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

151,470

 

 

 

137,551

 

Diluted

 

 

 

151,676

 

 

 

137,888

 

 


(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 Nine Months Ended September 30, 2011 and 2012

(In thousands, except per share amounts, unaudited)

 

 

 

2011

 

Per Share (a)

 

2012

 

Per Share (a)

 

Net income attributable to Select Medical Holdings Corporation

 

70,987

 

0.47

 

108,824

 

0.78

 

Earnings allocated to unvested restricted stockholders

 

(763

)

(0.01

)

(1,759

)

(0.01

)

Net income available to common stockholders

 

70,224

 

0.46

 

107,065

 

0.77

 

 

 

 

 

 

 

 

 

 

 

Adjustment for early retirement of debt:

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

31,018

 

0.20

 

6,064

 

0.05

 

Estimated income tax benefit (b)

 

(11,796

)

(0.07

)

(2,352

)

(0.02

)

Earnings allocated to unvested restricted stockholders

 

(207

)

(0.00

)

(60

)

(0.00

)

 

 

 

 

 

 

 

 

 

 

Adjusted net income available to common stockholders

 

$

89,239

 

$

0.59

 

$

110,717

 

$

0.80

 

Adjustment for dilution

 

 

 

(0.00

)

 

 

(0.01

)

Adjusted net income available to common stockholders — diluted shares

 

 

 

$

0.59

 

 

 

$

0.79

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

152,299

 

 

 

139,138

 

Diluted

 

 

 

152,522

 

 

 

139,404

 

 


(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.