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8-K - 8-K - SELECT MEDICAL HOLDINGS CORPa17-18689_18k.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road

Mechanicsburg, PA 17055

 

NYSE Symbol:  SEM

 

Select Medical Holdings Corporation Announces Results

 

For Its Second Quarter Ended June 30, 2017

 

MECHANICSBURG, PENNSYLVANIA — August 3, 2017 — Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) today announced results for its second quarter ended June 30, 2017.

 

For the second quarter ended June 30, 2017, net operating revenues increased 2.1% to $1,120.7 million, compared to $1,097.6 million for the same quarter, prior year. Income from operations increased 14.5% to $115.7 million for the second quarter ended June 30, 2017, compared to $101.1 million for the same quarter, prior year. Net income increased 25.6% to $51.3 million for the second quarter ended June 30, 2017, compared to $40.9 million for the second quarter ended June 30, 2016. Net income for the second quarter ended June 30, 2016 included a pre-tax non-operating gain of $13.0 million. Adjusted EBITDA increased 12.2% to $158.7 million for the second quarter ended June 30, 2017, compared to $141.5 million for the same quarter, prior year. Income per common share for the second quarter ended June 30, 2017 increased 23.1% to $0.32 on a fully diluted basis, compared to $0.26 for the same quarter, prior year. Excluding the non-operating gain and related tax effects, adjusted income per common share was $0.23 per diluted share for the second quarter ended June 30, 2016. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table VIII of this release. A reconciliation of income per common share to adjusted income per common share is presented in table IX of this release.

 

For the six months ended June 30, 2017, net operating revenues increased 2.1% to $2,232.0 million, compared to $2,186.0 million for the same period, prior year. Income from operations increased 10.4% to $207.4 million for the six months ended June 30, 2017, compared to $187.9 million for the same period, prior year. Net income was $74.8 million for the six months ended June 30, 2017, which includes a pre-tax loss on early retirement of debt of $19.7 million. Net income was $100.8 million for the six months ended June 30, 2016, which included a pre-tax non-operating gain of $38.1 million and a pre-tax loss on early retirement of debt of $0.8 million. Adjusted EBITDA increased 10.2% to $297.6 million for the six months ended June 30, 2017, compared to $270.1 million for the same period, prior year. Income per common share for the six months ended June 30, 2017 was $0.44 on a fully diluted basis, compared to $0.68 for the same period, prior year. Excluding the loss on early retirement of debt and related tax effects, adjusted income per common share was $0.53 per diluted share for the six months ended June 30, 2017. Excluding the non-operating gains, loss on early retirement of debt, and related tax effects, adjusted income per common share was $0.43 per diluted share for the six months ended June 30, 2016. A reconciliation of net income to Adjusted EBITDA is presented in table VIII of this release. A reconciliation of income per common share to adjusted income per common share is presented in table IX of this release.

 



 

Specialty Hospitals Segment

 

For the second quarter ended June 30, 2017, net operating revenues for the specialty hospitals segment increased 2.6% to $601.0 million, compared to $585.8 million for the same quarter, prior year. Adjusted EBITDA for the specialty hospitals segment increased 18.7% to $98.2 million for the second quarter ended June 30, 2017, compared to $82.7 million for the same quarter, prior year. The Adjusted EBITDA margin for the specialty hospitals segment was 16.3% for the second quarter ended June 30, 2017, compared to 14.1% for the same quarter, prior year. The Adjusted EBITDA results for the specialty hospitals segment include start-up losses of approximately $1.2 million for the second quarter ended June 30, 2017, compared to $6.6 million for the same quarter, prior year. Certain specialty hospitals key statistics for both the second quarters ended June 30, 2017 and 2016 are presented in table VI of this release.

 

For the six months ended June 30, 2017, net operating revenues for the specialty hospitals segment increased 1.3% to $1,199.7 million, compared to $1,184.8 million for the same period, prior year. Adjusted EBITDA for the specialty hospitals segment increased 10.2% to $186.8 million for the six months ended June 30, 2017, compared to $169.5 million for the same period, prior year. The Adjusted EBITDA margin for the specialty hospitals segment was 15.6% for the six months ended June 30, 2017, compared to 14.3% for the same period, prior year. The Adjusted EBITDA results for the specialty hospitals segment include start-up losses of approximately $3.2 million for the six months ended June 30, 2017, compared to $10.5 million for the same period, prior year. Certain specialty hospitals key statistics for both the six months ended June 30, 2017 and 2016 are presented in table VII of this release.

 

Outpatient Rehabilitation Segment

 

For the second quarter ended June 30, 2017, net operating revenues for the outpatient rehabilitation segment increased to $258.1 million, compared to $256.9 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 9.9% to $41.9 million for the second quarter ended June 30, 2017, compared to $38.1 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 16.2% for the second quarter ended June 30, 2017, compared to 14.8% for the same quarter, prior year. Certain outpatient rehabilitation key statistics for both the second quarters ended June 30, 2017 and 2016 are presented in table VI of this release.

 

For the six months ended June 30, 2017, net operating revenues for the outpatient rehabilitation segment increased 3.8% to $513.9 million, compared to $495.0 million for the same period, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 9.4% to $73.3 million for the six months ended June 30, 2017, compared to $67.0 million for the same period, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 14.3% for the six months ended June 30, 2017, compared to 13.5% for the same period, prior year. The results for the six months ended June 30, 2016 include the contract therapy businesses through March 31, 2016 and Physiotherapy Associates Holdings, Inc. (“Physiotherapy”) beginning March 4, 2016. Certain outpatient rehabilitation key statistics for both the six months ended June 30, 2017 and 2016 are presented in table VII of this release.

 

Concentra Segment

 

For the second quarter ended June 30, 2017, net operating revenues for the Concentra segment increased 2.6% to $261.6 million, compared to $254.9 million for the same quarter, prior year.   Adjusted EBITDA for the Concentra segment was $43.1 million for the second quarter ended June 30, 2017, compared to $43.0 million for the same quarter, prior year.  The Adjusted EBITDA margin for the Concentra segment was 16.5% for the second quarter ended June 30, 2017, compared to 16.9% for the same quarter, prior year. Certain Concentra key statistics for both the second quarters ended June 30, 2017 and 2016 are presented in table VI of this release.

 



 

For the six months ended June 30, 2017, net operating revenues for the Concentra segment increased 2.4% to $517.7 million, compared to $505.7 million for the same period, prior year.   Adjusted EBITDA for the Concentra segment increased 11.0% to $85.7 million for the six months ended June 30, 2017, compared to $77.2 million for the same period, prior year.  The Adjusted EBITDA margin for the Concentra segment was 16.5% for the six months ended June 30, 2017, compared to 15.3% for the same period, prior year. Certain Concentra key statistics for both the six months ended June 30, 2017 and 2016 are presented in table VII of this release.

 

Stock Repurchase Program

 

Select Medical did not repurchase shares during the six months ended June 30, 2017 under its authorized $500.0 million stock repurchase program. The program has been extended until December 31, 2018, and will remain in effect until then, unless further extended or earlier terminated by the board of directors. Since the inception of the program through June 30, 2017, Select Medical has repurchased 35,924,128 shares at a cost of approximately $314.7 million, or $8.76 per share, which includes transaction costs.

 

Business Outlook

 

Select Medical continues to expect for the full year of 2017 consolidated net operating revenues to be in the range of $4.4 billion to $4.6 billion and Adjusted EBITDA for the full year of 2017 to be in the range of $540.0 million to $580.0 million. Select Medical continues to expect fully diluted income per common share for the full year 2017 to be in the range of $0.69 to $0.87. Select Medical continues to expect fully diluted adjusted income per common share for the full year 2017 to be in the range of $0.78 to $0.96. Fully diluted adjusted income per common share excludes the non-operating loss and loss on early retirement of debt and their related tax effects.

 

Conference Call

 

Select Medical will host a conference call regarding its second quarter results, as well as its business outlook, on Friday, August 4, 2017, at 9:00am EDT. The domestic dial in number for the call is 1-877-430-7741. The international dial in number is 1-615-247-0054. The conference ID for the call is 53858891. 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 EDT, August 11, 2017. The replay number is 1-855-859-2056 (domestic) or 1-404-537-3406 (international). The passcode for the replay will be 53858891. The replay can also be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

 

*   *   *   *   *

 



 

Select Medical began operations in 1997 and has grown to be one of the largest operators of specialty hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States based on the number of facilities. As of June 30, 2017, Select Medical operated 102 long term acute care hospitals and 21 acute medical rehabilitation hospitals in 28 states and 1,608 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical’s joint venture subsidiary Concentra operated 315 centers in 38 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. At June 30, 2017, Select Medical had operations in 46 states and the District of Columbia. 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:

 

·                       changes in government reimbursement for our services due to the implementation of healthcare reform legislation, deficit reduction measures, and/or new payment policies (including, for example, the expiration of the moratorium limiting the full application of the 25 Percent Rule that would reduce our Medicare payments for those patients admitted to a long term acute care hospital from a referring hospital in excess of an applicable percentage admissions threshold) may result in a reduction in net operating revenues, an increase in costs and a reduction in profitability;

 

·                       the impact of the Bipartisan Budget Act of 2013, which established payment limits for Medicare patients who do not meet specified criteria, may result in a reduction in net operating revenues and profitability of our long term acute care hospitals;

 

·                    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 adopt payment policies that could 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, therapists, physicians, or other licensed providers could increase our operating costs significantly or limit our ability to staff our facilities;

 

·                    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 (the “SEC”), including factors discussed under the heading “Risk Factors” of our quarterly reports on Form 10-Q and of the annual report on Form 10-K for the year ended December 31, 2016.

 

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

 



 

I.  Condensed Consolidated Statements of Operations

For the Three Months Ended June 30, 2016 and 2017

(In thousands, except per share amounts, unaudited)

 

 

 

2016

 

2017

 

% Change

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

1,097,631

 

$

1,120,675

 

2.1

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

916,985

 

920,230

 

0.4

 

General and administrative

 

25,870

 

28,275

 

9.3

 

Bad debt expense

 

17,517

 

18,174

 

3.8

 

Depreciation and amortization

 

36,205

 

38,333

 

5.9

 

 

 

 

 

 

 

 

 

Income from operations

 

101,054

 

115,663

 

14.5

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated subsidiaries

 

4,546

 

5,666

 

24.6

 

Non-operating gain

 

13,035

 

 

N/M

 

Interest expense

 

(44,332

)

(37,655

)

(15.1

)

 

 

 

 

 

 

 

 

Income before income taxes

 

74,303

 

83,674

 

12.6

 

 

 

 

 

 

 

 

 

Income tax expense

 

33,450

 

32,374

 

(3.2

)

 

 

 

 

 

 

 

 

Net income

 

40,853

 

51,300

 

25.6

 

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

6,918

 

9,245

 

33.6

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical Holdings Corporation

 

$

33,935

 

$

42,055

 

23.9

%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(1):

 

 

 

 

 

 

 

Basic

 

127,626

 

128,624

 

 

 

Diluted

 

127,820

 

128,777

 

 

 

 

 

 

 

 

 

 

 

Income per common share(1):

 

 

 

 

 

 

 

Basic

 

$

0.26

 

$

0.32

 

 

 

Diluted

 

$

0.26

 

$

0.32

 

 

 

 


(1)              Under the two-class method for calculating income per common share, unvested restricted stock is a separate, participating class. Income per common share and weighted average common shares outstanding exclude amounts attributed to the unvested restricted class of stockholders. Net income allocated to the unvested restricted stockholders was $1.3 million and $1.0 million for the three months ended June 30, 2017 and 2016, respectively.  Unvested restricted weighted average shares were 4,235 thousand and 3,764 thousand for the three months ended June 30, 2017 and 2016, respectively.

 

N/M = Not Meaningful

 



 

II.  Condensed Consolidated Statements of Operations

For the Six Months Ended June 30, 2016 and 2017

(In thousands, except per share amounts, unaudited)

 

 

 

2016

 

2017

 

% Change

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

2,185,961

 

$

2,232,036

 

2.1

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

1,839,247

 

1,848,587

 

0.5

 

General and administrative

 

54,138

 

56,350

 

4.1

 

Bad debt expense

 

33,914

 

38,799

 

14.4

 

Depreciation and amortization

 

70,722

 

80,872

 

14.4

 

 

 

 

 

 

 

 

 

Income from operations

 

187,940

 

207,428

 

10.4

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

(773

)

(19,719

)

N/M

 

Equity in earnings of unconsolidated subsidiaries

 

9,198

 

11,187

 

21.6

 

Non-operating gain (loss)

 

38,122

 

(49

)

N/M

 

Interest expense

 

(83,180

)

(78,508

)

(5.6

)

 

 

 

 

 

 

 

 

Income before income taxes

 

151,307

 

120,339

 

(20.5

)

 

 

 

 

 

 

 

 

Income tax expense

 

50,510

 

45,576

 

(9.8

)

 

 

 

 

 

 

 

 

Net income

 

100,797

 

74,763

 

(25.8

)

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

12,029

 

16,838

 

40.0

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical Holdings Corporation

 

$

88,768

 

$

57,925

 

(34.7

)%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(1):

 

 

 

 

 

 

 

Basic

 

127,563

 

128,544

 

 

 

Diluted

 

127,709

 

128,703

 

 

 

 

 

 

 

 

 

 

 

Income per common share(1):

 

 

 

 

 

 

 

Basic

 

$

0.68

 

$

0.44

 

 

 

Diluted

 

$

0.68

 

$

0.44

 

 

 

 


(1)              Under the two-class method for calculating income per common share, unvested restricted stock is a separate, participating class. Income per common share and weighted average common shares outstanding exclude amounts attributed to the unvested restricted class of stockholders. Net income allocated to the unvested restricted stockholders was $1.8 million and $2.6 million for the six months ended June 30, 2017 and 2016, respectively.  Unvested restricted weighted average shares were 4,238 thousand and 3,775 thousand for the six months ended June 30, 2017 and 2016, respectively.

 

N/M = Not Meaningful

 



 

III.  Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

 

 

December 31,
2016

 

June 30,
2017

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

99,029

 

$

73,799

 

 

 

 

 

 

 

Accounts receivable, net

 

573,752

 

714,236

 

 

 

 

 

 

 

Other current assets

 

90,122

 

83,211

 

 

 

 

 

 

 

Total Current Assets

 

762,903

 

871,246

 

 

 

 

 

 

 

Property and equipment, net

 

892,217

 

911,532

 

 

 

 

 

 

 

Goodwill

 

2,751,000

 

2,766,296

 

 

 

 

 

 

 

Identifiable intangible assets, net

 

340,562

 

335,704

 

 

 

 

 

 

 

Other assets

 

173,944

 

169,433

 

 

 

 

 

 

 

Total Assets

 

$

4,920,626

 

$

5,054,211

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

Payables and accruals

 

$

557,979

 

$

542,308

 

 

 

 

 

 

 

Current portion of long-term debt and notes payable

 

13,656

 

26,577

 

 

 

 

 

 

 

Total Current Liabilities

 

571,635

 

568,885

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

2,685,333

 

2,734,132

 

 

 

 

 

 

 

Non-current deferred tax liability

 

199,078

 

197,411

 

 

 

 

 

 

 

Other non-current liabilities

 

136,520

 

141,279

 

 

 

 

 

 

 

Total Liabilities

 

3,592,566

 

3,641,707

 

 

 

 

 

 

 

Redeemable non-controlling interests

 

422,159

 

468,850

 

 

 

 

 

 

 

Total equity

 

905,901

 

943,654

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

4,920,626

 

$

5,054,211

 

 



 

IV.  Condensed Consolidated Statements of Cash Flows

For the Three Months Ended June 30, 2016 and 2017

(In thousands, unaudited)

 

 

 

2016

 

2017

 

Operating activities

 

 

 

 

 

Net income

 

$

40,853

 

$

51,300

 

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

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

3,734

 

6,022

 

Depreciation and amortization

 

36,205

 

38,333

 

Provision for bad debts

 

17,517

 

18,174

 

Equity in earnings of unconsolidated subsidiaries

 

(4,546

)

(5,666

)

Gain on sale of assets and businesses

 

(13,068

)

(4,914

)

Loss on disposal of assets

 

55

 

 

Stock compensation expense

 

4,198

 

4,684

 

Amortization of debt discount, premium and issuance costs

 

3,386

 

2,552

 

Deferred income taxes

 

(9,811

)

1,951

 

Changes in operating assets and liabilities, net of effects of business combinations:

 

 

 

 

 

Accounts receivable

 

(4,932

)

(40,890

)

Other current assets

 

3,451

 

2,064

 

Other assets

 

5,399

 

4,669

 

Accounts payable and accrued expenses

 

(25,091

)

13,943

 

Income taxes

 

9,720

 

3,979

 

Net cash provided by operating activities

 

67,070

 

96,201

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

(8,636

)

(8,942

)

Purchases of property and equipment

 

(33,490

)

(54,649

)

Investment in businesses

 

(967

)

(9,374

)

Proceeds from sale of assets and businesses

 

8,766

 

15,040

 

Net cash used in investing activities

 

(34,327

)

(57,925

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

130,000

 

100,000

 

Payments on revolving facilities

 

(205,000

)

(135,000

)

Payments on term loans

 

(2,687

)

(2,875

)

Debt issuance costs

 

 

(840

)

Borrowings of other debt

 

15,355

 

2,873

 

Principal payments on other debt

 

(5,462

)

(5,162

)

Proceeds from bank overdrafts

 

26,477

 

11,834

 

Repurchase of common stock

 

(506

)

(444

)

Proceeds from exercise of stock options

 

636

 

346

 

Proceeds from issuance of non-controlling interests

 

3,103

 

1,459

 

Purchase of non-controlling interests

 

 

(70

)

Distributions to non-controlling interests

 

(1,647

)

(1,809

)

Net cash used in financing activities

 

(39,731

)

(29,688

)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(6,988

)

8,588

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

85,408

 

65,211

 

Cash and cash equivalents at end of period

 

$

78,420

 

$

73,799

 

 

 

 

 

 

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

47,771

 

$

38,085

 

Cash paid for taxes

 

$

34,309

 

$

26,419

 

 



 

V.  Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2016 and 2017

(In thousands, unaudited)

 

 

 

2016

 

2017

 

Operating activities

 

 

 

 

 

Net income

 

$

100,797

 

$

74,763

 

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

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

12,039

 

10,933

 

Depreciation and amortization

 

70,722

 

80,872

 

Provision for bad debts

 

33,914

 

38,799

 

Equity in earnings of unconsolidated subsidiaries

 

(9,198

)

(11,187

)

Loss on extinguishment of debt

 

773

 

6,527

 

Gain on sale of assets and businesses

 

(43,461

)

(9,523

)

Loss on disposal of assets

 

55

 

 

Impairment of equity investment

 

5,339

 

 

Stock compensation expense

 

8,174

 

9,270

 

Amortization of debt discount, premium and issuance costs

 

7,077

 

5,974

 

Deferred income taxes

 

(13,286

)

(1,474

)

Changes in operating assets and liabilities, net of effects of business combinations:

 

 

 

 

 

Accounts receivable

 

(44,096

)

(179,003

)

Other current assets

 

11,011

 

(5,557

)

Other assets

 

4,508

 

4,621

 

Accounts payable and accrued expenses

 

4,780

 

(4,074

)

Income taxes

 

29,090

 

19,399

 

Net cash provided by operating activities

 

178,238

 

40,340

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

(421,519

)

(18,508

)

Purchases of property and equipment

 

(80,258

)

(105,302

)

Investment in businesses

 

(1,590

)

(9,874

)

Proceeds from sale of assets and businesses

 

71,366

 

34,552

 

Net cash used in investing activities

 

(432,001

)

(99,132

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

320,000

 

630,000

 

Payments on revolving facilities

 

(380,000

)

(550,000

)

Proceeds from term loans

 

600,127

 

1,139,487

 

Payments on term loans

 

(229,649

)

(1,173,692

)

Revolving facility debt issuance costs

 

 

(4,392

)

Borrowings of other debt

 

22,082

 

9,444

 

Principal payments on other debt

 

(9,926

)

(10,437

)

Repayments of bank overdrafts

 

(2,138

)

(5,228

)

Repurchase of common stock

 

(506

)

(600

)

Proceeds from exercise of stock options

 

657

 

963

 

Proceeds from issuance of non-controlling interests

 

3,103

 

3,553

 

Purchase of non-controlling interests

 

(1,294

)

(120

)

Distributions to non-controlling interests

 

(4,708

)

(5,416

)

Net cash provided by financing activities

 

317,748

 

33,562

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

63,985

 

(25,230

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

14,435

 

99,029

 

Cash and cash equivalents at end of period

 

$

78,420

 

$

73,799

 

 

 

 

 

 

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

69,315

 

$

76,650

 

Cash paid for taxes

 

$

35,518

 

$

27,626

 

 



 

VI.  Key Statistics

For the Three Months Ended June 30, 2016 and 2017

(unaudited)

 

 

 

2016

 

2017

 

% Change

 

Specialty Hospitals

 

 

 

 

 

 

 

Number of hospitals — end of period:

 

 

 

 

 

 

 

Long term acute care hospitals (a)

 

106

 

102

 

 

 

Rehabilitation hospitals (a)

 

18

 

21

 

 

 

Total specialty hospitals

 

124

 

123

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

585,816

 

$

600,960

 

2.6

%

 

 

 

 

 

 

 

 

Number of patient days (b)

 

317,119

 

316,884

 

(0.1

)%

 

 

 

 

 

 

 

 

Number of admissions (b)

 

13,094

 

13,691

 

4.6

%

 

 

 

 

 

 

 

 

Net revenue per patient day (b)(c)

 

$

1,680

 

$

1,731

 

3.0

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

82,739

 

$

98,172

 

18.7

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

14.1

%

16.3

%

 

 

 

 

 

 

 

 

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period (d)

 

1,600

 

1,608

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

256,928

 

$

258,106

 

0.5

%

 

 

 

 

 

 

 

 

Number of visits (e)

 

2,122,330

 

2,106,760

 

(0.7

)%

 

 

 

 

 

 

 

 

Revenue per visit (e)(f)

 

$

102

 

$

103

 

1.0

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

38,132

 

$

41,926

 

9.9

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

14.8

%

16.2

%

 

 

 

 

 

 

 

 

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period (g)

 

301

 

315

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

254,868

 

$

261,586

 

2.6

%

 

 

 

 

 

 

 

 

Number of visits (g)

 

1,890,348

 

1,982,255

 

4.9

%

 

 

 

 

 

 

 

 

Revenue per visit (g)(h)

 

$

118

 

$

116

 

(1.7

)%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

43,039

 

$

43,061

 

0.1

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

16.9

%

16.5

%

 

 

 


(a)         Includes managed hospitals.

(b)         Excludes managed hospitals.

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

(d)         Includes managed clinics.

(e)          Excludes managed clinics.

(f)           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 therapy revenue.

(g)          Excludes onsite clinics and community-based outpatient clinics.

(h)         Net revenue per visit is calculated by dividing center direct patient service revenue by the total number of center visits.

 



 

VII.  Key Statistics

For the Six Months Ended June 30, 2016 and 2017

(unaudited)

 

 

 

2016

 

2017

 

% Change

 

Specialty Hospitals

 

 

 

 

 

 

 

Number of hospitals — end of period:

 

 

 

 

 

 

 

Long term acute care hospitals (a)

 

106

 

102

 

 

 

Rehabilitation hospitals (a)

 

18

 

21

 

 

 

Total specialty hospitals

 

124

 

123

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

1,184,770

 

$

1,199,747

 

1.3

%

 

 

 

 

 

 

 

 

Number of patient days (b)

 

655,090

 

634,249

 

(3.2

)%

 

 

 

 

 

 

 

 

Number of admissions (b)

 

26,955

 

27,586

 

2.3

%

 

 

 

 

 

 

 

 

Net revenue per patient day (b)(c)

 

$

1,655

 

$

1,723

 

4.1

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

169,495

 

$

186,837

 

10.2

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

14.3

%

15.6

%

 

 

 

 

 

 

 

 

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period (d)

 

1,600

 

1,608

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

495,010

 

$

513,923

 

3.8

%

 

 

 

 

 

 

 

 

Number of visits (e)

 

3,698,884

 

4,182,550

 

13.1

%

 

 

 

 

 

 

 

 

Revenue per visit (e)(f)

 

$

102

 

$

102

 

0.0

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

67,011

 

$

73,277

 

9.4

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

13.5

%

14.3

%

 

 

 

 

 

 

 

 

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period (g)

 

301

 

315

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

505,745

 

$

517,735

 

2.4

%

 

 

 

 

 

 

 

 

Number of visits (g)

 

3,736,063

 

3,869,070

 

3.6

%

 

 

 

 

 

 

 

 

Revenue per visit (g)(h)

 

$

118

 

$

117

 

(0.8

)%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

77,192

 

$

85,653

 

11.0

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

15.3

%

16.5

%

 

 

 


(a)         Includes managed hospitals.

(b)         Excludes managed hospitals.

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

(d)         Includes managed clinics.

(e)          Excludes managed clinics.

(f)           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 therapy revenue.

(g)          Excludes onsite clinics and community-based outpatient clinics.

(h)         Net revenue per visit is calculated by dividing center direct patient service revenue by the total number of center visits. 

 



 

VIII. Net Income to Adjusted EBITDA Reconciliation

For the Three and Six Months Ended June 30, 2016 and 2017

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

 

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

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

Non-GAAP Measure Reconciliation

 

2016

 

2017

 

2016

 

2017

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

40,853

 

$

51,300

 

$

100,797

 

$

74,763

 

Income tax expense

 

33,450

 

32,374

 

50,510

 

45,576

 

Interest expense

 

44,332

 

37,655

 

83,180

 

78,508

 

Non-operating loss (gain)

 

(13,035

)

 

(38,122

)

49

 

Equity in earnings of unconsolidated subsidiaries

 

(4,546

)

(5,666

)

(9,198

)

(11,187

)

Loss on early retirement of debt

 

 

 

773

 

19,719

 

Income from operations

 

$

101,054

 

$

115,663

 

$

187,940

 

$

207,428

 

Stock compensation expense:

 

 

 

 

 

 

 

 

 

Included in general and administrative

 

3,399

 

3,775

 

6,839

 

7,524

 

Included in cost of services

 

799

 

909

 

1,335

 

1,746

 

Depreciation and amortization

 

36,205

 

38,333

 

70,722

 

80,872

 

Physiotherapy acquisition costs

 

 

 

3,236

 

 

Adjusted EBITDA

 

$

141,457

 

$

158,680

 

$

270,072

 

$

297,570

 

 

 

 

 

 

 

 

 

 

 

Specialty hospitals

 

$

82,739

 

$

98,172

 

$

169,495

 

$

186,837

 

Outpatient rehabilitation

 

38,132

 

41,926

 

67,011

 

73,277

 

Concentra

 

43,039

 

43,061

 

77,192

 

85,653

 

Other (a)

 

(22,453

)

(24,479

)

(43,626

)

(48,197

)

Adjusted EBITDA

 

$

141,457

 

$

158,680

 

$

270,072

 

$

297,570

 

 


(a)                                 Other primarily includes general and administrative costs.

 



 

IX. Reconciliation of Income per Common Share to Adjusted Income per Common Share

For the Three and Six Months Ended June 30, 2016 and 2017

(In thousands, except per share amounts, unaudited)

 

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

 

The following tables reconcile net income available to common stockholders and income per common share to adjusted net income available to common stockholders and adjusted income per common share — diluted shares for Select Medical.  Adjusted net income available to common stockholders is defined as net income available to common shareholders before non-operating gain (loss) and gain (loss) on early retirement of debt.

 

 

 

 

Three Months Ended June 30,

 

 

 

2016

 

Per share (a)

 

2017

 

Per share (a)

 

Net income attributable to Select Medical Holdings Corporation

 

$

33,935

 

 

 

$

42,055

 

 

 

Earnings allocated to unvested restricted stockholders

 

(972

)

 

 

(1,341

)

 

 

Net income available to common stockholders

 

32,963

 

$

0.26

 

40,714

 

$

0.32

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Non-operating gains:

 

 

 

 

 

 

 

 

 

Gain on sale of contract therapy

 

(3,500

)

 

 

 

 

 

Other non-operating gains

 

(9,535

)

 

 

 

 

 

Estimated income tax expense (b)

 

8,776

 

 

 

 

 

 

Earnings allocated to unvested restricted stockholders

 

97

 

 

 

 

 

 

Adjusted net income available to common stockholders

 

$

28,801

 

$

0.23

 

$

40,714

 

$

0.32

 

Adjustment for dilution

 

 

 

(0.00

)

 

 

(0.00

)

Adjusted income per common share — diluted shares

 

 

 

$

0.23

 

 

 

$

0.32

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

127,626

 

 

 

128,624

 

Diluted

 

 

 

127,820

 

 

 

128,777

 

 


(a)              Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except adjusted income per common share - diluted shares, which is based on diluted shares outstanding.

(b)              Represents the estimated tax expense on the adjustments to net income.

 

Refer to Reconciliation of Income per Common Share to Adjusted Income per Common Share for the six months ended June 30, 2016 and 2017 on the next page.

 



 

 

 

Six Months Ended June 30,

 

 

 

2016

 

Per share (a)

 

2017

 

Per share (a)

 

Net income attributable to Select Medical Holdings Corporation

 

$

88,768

 

 

 

$

57,925

 

 

 

Earnings allocated to unvested restricted stockholders

 

(2,552

)

 

 

(1,849

)

 

 

Net income available to common stockholders

 

$

86,216

 

$

0.68

 

$

56,076

 

$

0.44

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Non-operating losses (gains):

 

 

 

 

 

 

 

 

 

Gain on sale of contract therapy

 

(33,933

)

 

 

 

 

 

Other non-operating losses (gains)

 

(4,196

)

 

 

49

 

 

 

Loss on early retirement of debt

 

773

 

 

 

19,719

 

 

 

Estimated income tax expense (benefit) (b)

 

5,735

 

 

 

(7,796

)

 

 

Earnings allocated to unvested restricted stockholders

 

860

 

 

 

(381

)

 

 

Adjusted net income available to common stockholders

 

$

55,455

 

$

0.43

 

$

67,667

 

$

0.53

 

Adjustment for dilution

 

 

 

(0.00

)

 

 

(0.00

)

Adjusted income per common share — diluted shares

 

 

 

$

0.43

 

 

 

$

0.53

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

127,563

 

 

 

128,544

 

Diluted

 

 

 

127,709

 

 

 

128,703

 

 


(a)               Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except   adjusted income per common share - diluted shares, which is based on diluted shares outstanding.

(b)              Represents the estimated tax expense (benefit) on the adjustments to net income.

 



 

X. Net Income to Adjusted EBITDA Reconciliation

Business Outlook for the Year Ending December 31, 2017

(In millions, unaudited)

 

The following is a reconciliation of full year 2017 Adjusted EBITDA expectations as computed at the low and high points of the range to the closest comparable GAAP financial measure.  Refer to table VIII for the definition of Adjusted EBITDA and a discussion of Select Medical’s use of Adjusted EBITDA in evaluating financial performance and determining resource allocation. Each item of expense presented in the table is an estimation of full year 2017 expectations.

 

 

 

Range

 

Non-GAAP Measure Reconciliation

 

Low

 

High

 

Net income

 

$

121

 

$

145

 

Income tax expense

 

91

 

107

 

Interest expense

 

159

 

159

 

Equity in earnings of unconsolidated subsidiaries

 

(23

)

(23

)

Loss on early retirement of debt

 

20

 

20

 

Income from operations

 

$

368

 

$

408

 

Stock compensation expense

 

15

 

15

 

Depreciation and amortization

 

157

 

157

 

Adjusted EBITDA

 

$

540

 

$

580