Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 8-K

 

current report

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 31, 2024

 

 

 

SELECT MEDICAL HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-34465		20-1764048
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

 

 

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices)  (Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SEM	New York Stock Exchange (NYSE)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 2.02

Results of Operations and Financial Condition.

 

On October 31, 2024, Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2024. A copy of the press release and financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.

 

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01

Other Events

 

Dividend Declaration

 

On October 30, 2024, the Company’s Board of Directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about November 26, 2024 to stockholders of record as of the close of business on November 13, 2024.

 

 

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number	Description
99.1	Press Release, dated October 31, 2024, announcing financial results for the third quarter ended September 30, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

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

 

	SELECT MEDICAL HOLDINGS CORPORATION
Date: October 31, 2024	By:	/s/ Michael E. Tarvin
		Michael E. Tarvin
		Senior Executive Vice President, General Counsel and Secretary

 

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road Mechanicsburg, PA 17055   NYSE Symbol: SEM

 

Select Medical Holdings Corporation Announces Results

For Its Third Quarter Ended September 30, 2024 and Cash Dividend

 

MECHANICSBURG, PENNSYLVANIA — October 31, 2024 — Select Medical Holdings Corporation (“Select Medical,” “we,” “us,” or “our”) (NYSE: SEM) today announced results for its third quarter ended September 30, 2024, and the declaration of a cash dividend.

 

For the third quarter ended September 30, 2024, revenue increased 5.7% to $1,761.2 million, compared to $1,665.7 million for the same quarter, prior year. Income from operations increased 8.6% to $141.1 million for the third quarter ended September 30, 2024, compared to $130.0 million for the same quarter, prior year. Net income increased 33.2% to $81.0 million for the third quarter ended September 30, 2024, compared to $60.8 million for the same quarter, prior year. Adjusted EBITDA increased 6.0% to $205.5 million for the third quarter ended September 30, 2024, compared to $193.8 million for the same quarter, prior year. Earnings per common share increased 13.2% to $0.43 for the third quarter ended September 30, 2024, compared to $0.38 for the same quarter, prior year. Adjusted earnings per common share increased 8.7% to $0.50 for the third quarter ended September 30, 2024, compared to $0.46 for the same quarter, prior year. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table IX of this release. A reconciliation of earnings per common share to adjusted earnings per common share is presented in table X of this release.

 

For the nine months ended September 30, 2024, revenue increased 6.1% to $5,309.7 million, compared to $5,005.2 million for the same period, prior year. Income from operations increased 11.9% to $492.9 million for the nine months ended September 30, 2024, compared to $440.6 million for the same period, prior year. Net income increased 23.1% to $292.9 million for the nine months ended September 30, 2024, compared to $237.9 million for the same period, prior year. Adjusted EBITDA increased 10.6% to $693.7 million for the nine months ended September 30, 2024, compared to $627.4 million for the same period, prior year. Earnings per common share increased 14.8% to $1.78 for the nine months ended September 30, 2024, compared to $1.55 for the same period, prior year. Adjusted earnings per common share increased 14.1% to $1.86 for the nine months ended September 30, 2024, compared to $1.63 for the same period, prior year. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table IX of this release. A reconciliation of earnings per common share to adjusted earnings per common share is presented in table X of this release.

 

Company Overview

 

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States based on number of facilities. Select Medical’s reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, the outpatient rehabilitation segment, and the Concentra segment. As of September 30, 2024, Select Medical operated 106 critical illness recovery hospitals in 29 states, 34 rehabilitation hospitals in 13 states, 1,925 outpatient rehabilitation clinics in 39 states and the District of Columbia, and 549 occupational health centers in 41 states. At September 30, 2024, Select Medical had operations in 46 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

 

1

 

 

Critical Illness Recovery Hospital Segment

 

For the third quarter ended September 30, 2024, revenue for the critical illness recovery hospital segment increased 3.4% to $583.0 million, compared to $563.6 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 9.5% to $50.8 million for the third quarter ended September 30, 2024, compared to $46.4 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 8.7% for the third quarter ended September 30, 2024, compared to 8.2% for the same quarter, prior year. Certain critical illness recovery hospital key statistics are presented in table VII of this release for the third quarters ended September 30, 2024 and 2023.

 

For the nine months ended September 30, 2024, revenue for the critical illness recovery hospital segment increased 6.4% to $1,843.8 million, compared to $1,732.6 million for the same period, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 26.5% to $238.5 million for the nine months ended September 30, 2024, compared to $188.6 million for the same period, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 12.9% for the nine months ended September 30, 2024, compared to 10.9% for the same period, prior year. Certain critical illness recovery hospital key statistics are presented in table VIII of this release for the nine months ended September 30, 2024 and 2023.

 

Rehabilitation Hospital Segment

 

For the third quarter ended September 30, 2024, revenue for the rehabilitation hospital segment increased 14.4% to $282.7 million, compared to $247.1 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 12.1% to $60.1 million for the third quarter ended September 30, 2024, compared to $53.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 21.3% for the third quarter ended September 30, 2024, compared to 21.7% for the same quarter, prior year. Certain rehabilitation hospital key statistics are presented in table VII of this release for the third quarters ended September 30, 2024 and 2023.

 

For the nine months ended September 30, 2024, revenue for the rehabilitation hospital segment increased 13.5% to $816.2 million, compared to $719.4 million for the same period, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 18.0% to $183.5 million for the nine months ended September 30, 2024, compared to $155.5 million for the same period, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 22.5% for the nine months ended September 30, 2024, compared to 21.6% for the same period, prior year. Certain rehabilitation hospital key statistics are presented in table VIII of this release for the nine months ended September 30, 2024 and 2023.

 

Outpatient Rehabilitation Segment

 

For the third quarter ended September 30, 2024, revenue for the outpatient rehabilitation segment increased 6.9% to $312.0 million, compared to $291.8 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 7.5% to $28.3 million for the third quarter ended September 30, 2024, compared to $26.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 9.1% for the third quarter ended September 30, 2024, compared to 9.0% for the same quarter, prior year. Certain outpatient rehabilitation key statistics are presented in table VII of this release for the third quarters ended September 30, 2024 and 2023.

 

2

 

 

For the nine months ended September 30, 2024, revenue for the outpatient rehabilitation segment increased 4.5% to $930.7 million, compared to $890.7 million for the same period, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $82.0 million for the nine months ended September 30, 2024, compared to $89.4 million for the same period, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 8.8% for the nine months ended September 30, 2024, compared to 10.0% for the same period, prior year. Certain outpatient rehabilitation key statistics are presented in table VIII of this release for the nine months ended September 30, 2024 and 2023.

 

Concentra Segment

 

For the third quarter ended September 30, 2024, revenue for the Concentra segment increased 3.3% to $489.6 million, compared to $474.0 million for the same quarter, prior year. Adjusted EBITDA for the Concentra segment increased 2.7% to $101.6 million for the third quarter ended September 30, 2024, compared to $98.9 million for the same quarter, prior year. The Adjusted EBITDA margin for the Concentra segment was 20.7% for the third quarter ended September 30, 2024, compared to 20.9% for the same quarter, prior year. Certain Concentra key statistics are presented in table VII of this release for the third quarters ended September 30, 2024 and 2023.

 

For the nine months ended September 30, 2024, revenue for the Concentra segment increased 2.7% to $1,435.2 million, compared to $1,397.3 million for the same period, prior year. Adjusted EBITDA for the Concentra segment increased 2.1% to $299.3 million for the nine months ended September 30, 2024, compared to $293.0 million for the same period, prior year. The Adjusted EBITDA margin for the Concentra segment was 20.9% for the nine months ended September 30, 2024, compared to 21.0% for the same period, prior year. Certain Concentra key statistics are presented in table VIII of this release for the nine months ended September 30, 2024 and 2023.

 

Dividend

 

On October 30, 2024, Select Medical’s Board of Directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about November 26, 2024, to stockholders of record as of the close of business on November 13, 2024.

 

There is no assurance that future dividends will be declared. The declaration and payment of dividends in the future are at the discretion of Select Medical’s Board of Directors after taking into account various factors, including, but not limited to, Select Medical’s financial condition, operating results, available cash and current and anticipated cash needs, the terms of Select Medical’s indebtedness, and other factors Select Medical’s Board of Directors may deem to be relevant.

 

Stock Repurchase Program

 

The Board of Directors of Select Medical has authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. The common stock repurchase program will remain in effect until December 31, 2025, unless further extended or earlier terminated by the Board of Directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Select Medical deems appropriate. Select Medical funds this program with cash on hand and borrowings under its revolving credit facility.

 

3

 

 

Select Medical did not repurchase shares under its authorized stock repurchase program during the nine months ended September 30, 2024. Since the inception of the common stock repurchase program through September 30, 2024, Select Medical has repurchased 48,234,823 shares at a cost of approximately $600.3 million, or $12.45 per share, which includes transaction costs.

 

Concentra Group Holdings Parent Initial Public Offering and Debt Transactions

 

On July 26, 2024, Concentra Group Holdings Parent (“Concentra”), a then wholly-owned subsidiary of Select, completed an initial public offering (“IPO”) of 22,500,000 shares of its common stock, par value $0.01 per share, at an initial public offering price of $23.50 per share for for net proceeds of $499.7 million after deducting underwriting discounts and commission of $29.1 million. In addition, the underwriters exercised the option to purchase an additional 750,000 shares of the Concentra’s common stock for net proceeds of $16.7 million after deducting discounts and commission of $1.0 million. Concentra shares began trading on the New York Stock Exchange under the symbol “CON” on July 25, 2024.

 

In connection with the offering, Concentra Health Services, Inc. (“CHSI”), a then wholly-owned subsidiary of Concentra, entered into certain financing arrangements which include Credit Facilities and the issuance of $650.0 million aggregate principal amount of 6.875% Senior Notes due 2032 (the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Concentra and certain of its wholly-owned subsidiaries. The Notes bear interest at a rate of 6.875% per annum and mature on July 15, 2032. The Credit Facilities consist of a $850.0 million Term Loan and a $400.0 million Revolving Credit Facility. The Revolving Credit Facility was undrawn at the time of closing. The Term Loan matures on July 26, 2031, and has an interest rate of Term SOFR plus a percentage ranging from 2.00% to 2.25%, subject to a leverage-based pricing grid. The Revolving Credit Facility matures on July 26, 2029, and has an interest rate of Term SOFR plus a percentage ranging from 2.25% to 2.75%, subject to a leverage-based pricing grid.

 

The net proceeds of the IPO and the debt financing transactions, except for $34.7 million, were used to repay approximately $1.9 billion of Select’s Credit Facilities.

 

Business Outlook

 

Select Medical is updating its 2024 business outlook, which was provided most recently in its August 1, 2024, press release. Select Medical expects revenue to be in the range of $6.95 billion to $7.15 billion, Adjusted EBITDA to be in the range of $865.0 million to $885.0 million, fully diluted earnings per share to be in the range of $2.01 to $2.12 and adjusted earnings per share to be in the range of $2.09 to $2.20. Reconciliations of full year 2024 Adjusted EBITDA expectations to net income and adjusted earnings per share to fully diluted earnings per share are presented in table XI of this release.

 

Conference Call

 

Select Medical will host a conference call regarding its third quarter results and its business outlook on Friday, November 1, 2024, at 9:00am ET. The conference call will be a live webcast and can be accessed at Select Medical Holdings Corporation’s website at www.selectmedicalholdings.com. A replay of the webcast will be available shortly after the call through the same link.

 

For listeners wishing to dial-in via telephone, or participate in the question and answer session, you may pre-register for the call at Select Medical Earnings Call Registration to obtain your dial-in number and unique passcode.

 

4

 

 

* * * * *

 

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), including statements related to Select Medical’s 2024 and long-term business outlook. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to factors including the following:

 

·

changes in government reimbursement for our services and/or new payment policies may result in a reduction in revenue, an increase in costs, and a reduction in profitability;

 

·

adverse economic conditions including an inflationary environment could cause us to continue to experience increases in the prices of labor and other costs of doing business resulting in a negative impact on our business, operating results, cash flows, and financial condition;

 

·

shortages in qualified nurses, therapists, physicians, or other licensed providers, and/or the inability to attract or retain qualified healthcare professionals could limit our ability to staff our facilities;

 

·

shortages in qualified health professionals could cause us to increase our dependence on contract labor, increase our efforts to recruit and train new employees, and expand upon our initiatives to retain existing staff, which could increase our operating costs significantly;

 

·

public threats such as a global pandemic, or widespread outbreak of an infectious disease, similar to the COVID-19 pandemic, could negatively impact patient volumes and revenues, increase labor and other operating costs, disrupt global financial markets, and/or further legislative and regulatory actions which impact healthcare providers, including actions that may impact the Medicare program;

 

·

the failure of our Medicare-certified long term care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our revenue and profitability to decline;

 

·

the failure of our Medicare-certified long term care hospitals and inpatient rehabilitation facilities operated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our revenue and profitability to decline;

 

·

a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;

 

·

acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources, or expose us to unforeseen liabilities;

 

·

our plans and expectations related to our acquisitions and our ability to realize anticipated synergies;

 

·

failure to complete or achieve some or all the expected benefits of the potential separation of Concentra;

 

·

private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;

 

·

the failure to maintain established relationships with the physicians in the areas we serve could reduce our revenue and profitability;

 

5

 

 

·

competition may limit our ability to grow and result in a decrease in our revenue and profitability;

 

·

the loss of key members of our management team could significantly disrupt our operations;

 

·

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

 

·

a security breach of our or our third-party vendors’ information technology systems may subject us to potential legal and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act; and

 

·

other factors discussed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including factors discussed under the heading “Risk Factors” of the annual report on Form 10-K for the year ended December 31, 2023.

 

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

[e-mail]

 

SOURCE: Select Medical Holdings Corporation

 

6

 

 

I. Condensed Consolidated Statements of Operations

For the Three Months Ended September 30, 2023 and 2024

(In thousands, except per share amounts, unaudited)

 

		2023				2024				% Change
Revenue		$	1,665,694			$	1,761,220				5.7	%
Costs and expenses:
Cost of services, exclusive of depreciation and amortization			1,442,509				1,523,899				5.6
General and administrative			41,316				47,347				14.6
Depreciation and amortization			52,394				50,143				(4.3	)
Total costs and expenses			1,536,219				1,621,389				5.5
Other operating income			485				1,302				N/M
Income from operations			129,960				141,133				8.6
Other income and expense:
Loss on early retirement of debt			(14,692	)			(10,939	)			N/M
Equity in earnings of unconsolidated subsidiaries			11,561				33,069				186.0
Interest expense			(50,271	)			(55,439	)			10.3
Income before income taxes			76,558				107,824				40.8
Income tax expense			15,742				26,809				70.3
Net income			60,816				81,015				33.2
Less: Net income attributable to non-controlling interests			12,636				25,387				100.9
Net income attributable to Select Medical		$	48,180			$	55,628				15.5	%
Basic and diluted earnings per common share:(1)		$	0.38			$	0.43

 

 

(1)	Refer to table III for calculation of earnings per common share.
N/M	Not meaningful

 

7

 

 

II. Condensed Consolidated Statements of Operations

For the Nine Months Ended September 30, 2023 and 2024

(In thousands, except per share amounts, unaudited)

 

		2023				2024				% Change
Revenue		$	5,005,202			$	5,309,692				6.1	%
Costs and expenses:
Cost of services, exclusive of depreciation and amortization			4,284,931				4,516,553				5.4
General and administrative			126,103				145,672				15.5
Depreciation and amortization			154,758				158,151				2.2
Total costs and expenses			4,565,792				4,820,376				5.6
Other operating income			1,211				3,584				N/M
Income from operations			440,621				492,900				11.9
Other income and expense:
Loss on early retirement of debt			(14,692	)			(10,939	)			N/M
Equity in earnings of unconsolidated subsidiaries			30,618				49,805				62.7
Interest expense			(147,839	)			(143,309	)			(3.1	)
Income before income taxes			308,708				388,457				25.8
Income tax expense			70,775				95,509				34.9
Net income			237,933				292,948				23.1
Less: Net income attributable to non-controlling interests			40,711				62,860				54.4
Net income attributable to Select Medical		$	197,222			$	230,088				16.7	%
Basic and diluted earnings per common share:(1)		$	1.55			$	1.78

 

 

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

 

N/M        Not meaningful

 

8

 

 

III. Earnings per Share

For the Three and Nine Months Ended September 30, 2023 and 2024

(In thousands, except per share amounts, unaudited)

 

Select Medical’s capital structure includes common stock and unvested restricted stock awards. To compute earnings per share (“EPS”), Select Medical applies the two-class method because its unvested restricted stock awards are participating securities which are entitled to participate equally with its common stock in undistributed earnings.

 

The following table sets forth the net income attributable to Select Medical, its common shares outstanding, and its participating securities outstanding for the three and nine months ended September 30, 2023 and 2024:

 

		Basic and Diluted EPS
		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2024				2023				2024
Net income		$	60,816			$	81,015			$	237,933			$	292,948
Less: net income attributable to non-controlling interests			12,636				25,387				40,711				62,860
Net income attributable to Select Medical			48,180				55,628				197,222				230,088
Less: net income attributable to participating securities			1,722				2,145				7,155				8,935
Net income attributable to common shares		$	46,458			$	53,483			$	190,067			$	221,153

 

The following tables set forth the computation of EPS under the two-class method for the three and nine months ended September 30, 2023 and 2024:

 

		Three Months Ended September 30,
		2023												2024
		Net Income Allocation				Shares(1)				Basic and Diluted EPS				Net Income Allocation				Shares(1)				Basic and Diluted EPS
		(in thousands, except for per share amounts)
Common shares		$	46,458				123,400			$	0.38			$	53,483				124,714			$	0.43
Participating securities			1,722				4,574			$	0.38				2,145				5,001			$	0.43
Total		$	48,180											$	55,628

 

		Nine Months Ended September 30,
		2023												2024
		Net Income Allocation				Shares(1)				Basic and Diluted EPS				Net Income Allocation				Shares(1)				Basic and Diluted EPS
		(in thousands, except for per share amounts)
Common shares		$	190,067				122,865			$	1.55			$	221,153				124,175			$	1.78
Participating securities			7,155				4,625			$	1.55				8,935				5,017			$	1.78
Total		$	197,222											$	230,088

 

 

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

 

9

 

 

IV. Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

		December 31, 2023				September 30, 2024
Assets
Current Assets:
Cash and cash equivalents		$	84,006			$	191,468
Accounts receivable			940,335				1,060,007
Other current assets			233,305				152,722
Total Current Assets			1,257,646				1,404,197
Operating lease right-of-use assets			1,188,616				1,321,045
Property and equipment, net			1,023,561				1,040,383
Goodwill			3,513,170				3,555,022
Identifiable intangible assets, net			329,916				312,565
Other assets			376,722				369,449
Total Assets		$	7,689,631			$	8,002,661
Liabilities and Equity
Current Liabilities:
Payables and accruals		$	932,736			$	953,087
Current operating lease liabilities			245,400				249,832
Current portion of long-term debt and notes payable			70,329				42,785
Total Current Liabilities			1,248,465				1,245,704
Non-current operating lease liabilities			1,025,867				1,163,406
Long-term debt, net of current portion			3,587,675				3,098,957
Non-current deferred tax liability			143,306				95,557
Other non-current liabilities			110,303				98,593
Total Liabilities			6,115,616				5,702,217
Redeemable non-controlling interests			26,297				30,455
Total equity			1,547,718				2,269,989
Total Liabilities and Equity		$	7,689,631			$	8,002,661

 

10

 

 

V. Condensed Consolidated Statements of Cash Flows

For the Three Months Ended September 30, 2023 and 2024

(In thousands, unaudited)

 

		2023				2024
Operating activities
Net income		$	60,816			$	81,015
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries			1,055				16,306
Depreciation and amortization			52,394				50,143
Provision for expected credit losses			340				199
Equity in earnings of unconsolidated subsidiaries			(11,561	)			(33,069	)
Loss on extinguishment of debt			175				10,939
(Gain) loss on sale or disposal of assets			16				(89	)
Stock compensation expense			11,483				13,376
Amortization of debt discount, premium and issuance costs			725				787
Deferred income taxes			(6,173	)			(602	)
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable			20,121				22,348
Other current assets			(11,279	)			1,299
Other assets			1,556				26,789
Accounts payable and accrued expenses			(3,330	)			(8,472	)
Net cash provided by operating activities			116,338				180,969
Investing activities
Business combinations, net of cash acquired			(12,750	)			3,682
Purchases of property, equipment, and other assets			(50,198	)			(50,683	)
Investment in businesses			(74	)			—
Proceeds from sale of assets and businesses			4				1,908
Net cash used in investing activities			(63,018	)			(45,093	)
Financing activities
Borrowings on revolving facilities			200,000				235,000
Payments on revolving facilities			(205,000	)			(570,000	)
Proceeds from term loans			2,092,232				836,697
Payments on term loans			(2,108,694	)			(1,640,418	)
Proceeds from 6.875% senior notes, net of issuance costs			—				637,337
Borrowings of other debt			8,551				3,078
Principal payments on other debt			(11,925	)			(12,521	)
Dividends paid to common stockholders			(16,035	)			(16,194	)
Repurchase of common stock			(9,544	)			(16,524	)
Decrease in overdrafts			(1,500	)			(9,453	)
Proceeds from issuance of non-controlling interests			5,651				3,662
Distributions to and purchases of non-controlling interests			(30,783	)			(17,430	)
Proceeds from Concentra initial public offering			—				511,198
Net cash used in financing activities			(77,047	)			(55,568	)
Net increase (decrease) in cash and cash equivalents			(23,727	)			80,308
Cash and cash equivalents at beginning of period			101,167				111,160
Cash and cash equivalents at end of period		$	77,440			$	191,468
Supplemental information
Cash paid for interest, excluding amounts received of $22,069 and $23,115 under interest rate cap contract		$	88,116			$	74,879
Cash paid for taxes			35,747				41,870

 

11

 

 

VI. Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2023 and 2024

(In thousands, unaudited)

 

		2023				2024
Operating activities
Net income		$	237,933			$	292,948
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries			9,896				30,436
Depreciation and amortization			154,758				158,151
Provision for expected credit losses			1,101				1,659
Equity in earnings of unconsolidated subsidiaries			(30,618	)			(49,805	)
Loss on extinguishment of debt			175				10,939
Gain on sale or disposal of assets			(7	)			(1,111	)
Stock compensation expense			31,991				39,399
Amortization of debt discount, premium, and issuance costs			1,899				2,279
Deferred income taxes			(17,049	)			(34,941	)
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable			(3,014	)			(116,761	)
Other current assets			(17,276	)			7,856
Other assets			7,028				13,942
Accounts payable and accrued expenses			25,799				37,441
Net cash provided by operating activities			402,616				392,432
Investing activities
Business combinations, net of cash acquired			(20,482	)			(2,311	)
Purchases of property, equipment, and other assets			(168,597	)			(158,748	)
Investment in businesses			(9,874	)			—
Proceeds from sale of assets and businesses			60				4,241
Net cash used in investing activities			(198,893	)			(156,818	)
Financing activities
Borrowings on revolving facilities			635,000				950,000
Payments on revolving facilities			(740,000	)			(1,220,000	)
Proceeds from term loans, net of issuance costs			2,092,232				836,697
Payments on term loans			(2,108,694	)			(1,719,503	)
Proceeds from 6.875% senior notes, net of issuance costs			—				637,337
Borrowings of other debt			30,849				20,806
Principal payments on other debt			(38,298	)			(35,782	)
Dividends paid to common stockholders			(47,856	)			(48,493	)
Repurchase of common stock			(11,050	)			(17,924	)
Decrease in overdrafts			(1,967	)			(16,101	)
Proceeds from issuance of non-controlling interests			20,463				9,413
Distributions to and purchases of non-controlling interests			(54,868	)			(35,800	)
Proceeds from Concentra initial public offering			—				511,198
Net cash used in financing activities			(224,189	)			(128,152	)
Net increase (decrease) in cash and cash equivalents			(20,466	)			107,462
Cash and cash equivalents at beginning of period			97,906				84,006
Cash and cash equivalents at end of period		$	77,440			$	191,468
Supplemental information
Cash paid for interest, excluding amounts received of $60,353 and $68,069 under the interest rate cap contract		$	221,697			$	216,757
Cash paid for taxes			78,502				102,696

 

12

 

 

VII. Key Statistics

For the Three Months Ended September 30, 2023, and 2024

(unaudited)

 

		2023				2024				% Change
Critical Illness Recovery Hospital
Number of hospitals operated – end of period(a)			107				106
Revenue (,000)		$	563,628			$	582,950				3.4	%
Number of patient days(b)(c)			267,910				270,760				1.1	%
Number of admissions(b)(d)			8,736				8,676				(0.7	)%
Revenue per patient day(b)(e)		$	2,095			$	2,145				2.4	%
Occupancy rate(b)(f)			64	%			65	%			1.6	%
Adjusted EBITDA (,000)		$	46,362			$	50,763				9.5	%
Adjusted EBITDA margin			8.2	%			8.7	%
Rehabilitation Hospital
Number of hospitals operated – end of period(a)			33				34
Revenue (,000)		$	247,101			$	282,709				14.4	%
Number of patient days(b)(c)			112,095				116,835				4.2	%
Number of admissions(b)(d)			7,840				8,439				7.6	%
Revenue per patient day(b)(e)		$	2,025			$	2,148				6.1	%
Occupancy rate(b)(f)			84	%			82	%			(2.4	)%
Adjusted EBITDA (,000)		$	53,626			$	60,117				12.1	%
Adjusted EBITDA margin			21.7	%			21.3	%
Outpatient Rehabilitation
Number of clinics operated – end of period(a)			1,946				1,925
Working days(g)			63				64
Revenue (,000)		$	291,804			$	312,042				6.9	%
Number of visits(b)(h)			2,627,362				2,773,465				5.6	%
Revenue per visit(b)(i)		$	100			$	101				1.0	%
Adjusted EBITDA (,000)		$	26,346			$	28,319				7.5	%
Adjusted EBITDA margin			9.0	%			9.1	%
Concentra
Number of centers operated – end of period(b)			539				549
Working days(g)			63				64
Revenue (,000)		$	473,964			$	489,638				3.3	%
Number of visits(b)(h)			3,281,042				3,258,605				(0.7	)%
Revenue per visit(b)(i)		$	136			$	141				3.7	%
Adjusted EBITDA (,000)		$	98,907			$	101,571				2.7	%
Adjusted EBITDA margin			20.9	%			20.7	%

 

13

 

 

 

(a)

Includes managed locations.

 

(b)

Excludes managed locations. For purposes of the Concentra segment, onsite clinics are excluded.

 

(c)

Each patient day represents one patient occupying one bed for one day during the periods presented.

 

(d)

Represents the number of patients admitted to Select Medical’s hospitals during the periods presented.

 

(e)

Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues from certain other ancillary and outpatient services provided at Select Medical’s hospitals, by the total number of patient days.

 

(f)

Represents the portion of our hospitals being utilized for patient care during the periods presented. Occupancy rate is calculated using the number of patient days, as presented above, divided by the total number of bed days available during the period. Bed days available is derived by adding the daily number of available licensed beds for each of the periods presented.

 

(g)

Represents the number of days in which normal business operations were conducted during the periods presented.

 

(h)

Represents the number of visits in which patients were treated at Select Medical’s outpatient rehabilitation clinics and Concentra centers during the periods presented.

 

(i)

Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from certain other ancillary services, by the total number of visits. For purposes of this computation for the Concentra segment, patient service revenue does not include onsite clinics.

 

14

 

 

VIII. Key Statistics

For the Nine Months Ended September 30, 2023, and 2024

(unaudited)

 

		2023				2024				% Change
Critical Illness Recovery Hospital
Number of hospitals operated – end of period(a)			107				106
Revenue (,000)		$	1,732,645			$	1,843,751				6.4	%
Number of patient days(b)(c)			831,022				844,623				1.6	%
Number of admissions(b)(d)			27,099				27,093				0.0	%
Revenue per patient day(b)(e)		$	2,076			$	2,175				4.8	%
Occupancy rate(b)(f)			68	%			68	%			0.0	%
Adjusted EBITDA (,000)		$	188,631			$	238,536				26.5	%
Adjusted EBITDA margin			10.9	%			12.9	%
Rehabilitation Hospital
Number of hospitals operated – end of period(a)			33				34
Revenue (,000)		$	719,419			$	816,240				13.5	%
Number of patient days(b)(c)			330,142				350,724				6.2	%
Number of admissions(b)(d)			23,363				25,039				7.2	%
Revenue per patient day(b)(e)		$	2,001			$	2,119				5.9	%
Occupancy rate(b)(f)			84	%			84	%			0.0	%
Adjusted EBITDA (,000)		$	155,531			$	183,471				18.0	%
Adjusted EBITDA margin			21.6	%			22.5	%
Outpatient Rehabilitation
Number of clinics operated – end of period(a)			1,946				1,925
Working days(g)			191				192
Revenue (,000)		$	890,679			$	930,696				4.5	%
Number of visits(b)(h)			7,984,622				8,336,216				4.4	%
Revenue per visit(b)(i)		$	100			$	100				0.0	%
Adjusted EBITDA (,000)		$	89,395			$	82,016				(8.3	)%
Adjusted EBITDA margin			10.0	%			8.8	%
Concentra
Number of centers operated – end of period(b)			539				549
Working days(g)			191				192
Revenue (,000)		$	1,397,341			$	1,435,151				2.7	%
Number of visits(b)(h)			9,766,881				9,628,515				(1.4	)%
Revenue per visit(b)(i)		$	135			$	140				3.7	%
Adjusted EBITDA (,000)		$	293,046			$	299,313				2.1	%
Adjusted EBITDA margin			21.0	%			20.9	%

 

15

 

 

 

(a)

Includes managed locations.

 

(b)

Excludes managed locations. For purposes of the Concentra segment, onsite clinics are excluded.

 

(c)

Each patient day represents one patient occupying one bed for one day during the periods presented.

 

(d)

Represents the number of patients admitted to Select Medical’s hospitals during the periods presented.

 

(e)

Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues from certain other ancillary and outpatient services provided at Select Medical’s hospitals, by the total number of patient days.

 

(f)

Represents the portion of our hospitals being utilized for patient care during the periods presented. Occupancy rate is calculated using the number of patient days, as presented above, divided by the total number of bed days available during the period. Bed days available is derived by adding the daily number of available licensed beds for each of the periods presented.

 

(g)

Represents the number of days in which normal business operations were conducted during the periods presented.

 

(h)

Represents the number of visits in which patients were treated at Select Medical’s outpatient rehabilitation clinics and Concentra centers during the periods presented.

 

(i)

Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from certain other ancillary services, by the total number of visits. For purposes of this computation for the Concentra segment, patient service revenue does not include onsite clinics.

 

16

 

 

IX. Net Income to Adjusted EBITDA Reconciliation

For the Three and Nine Months Ended September 30, 2023 and 2024

(In thousands, unaudited)

 

The presentation of Adjusted EBITDA is important to investors because Adjusted EBITDA is commonly used as an analytical indicator of performance by investors within the healthcare industry. Adjusted EBITDA is used by management to evaluate financial performance and determine resource allocation for each of Select Medical’s segments. Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States of America (“GAAP”). Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, 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 definitions, 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, transaction costs associated with the Concentra separation, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries.

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2024				2023				2024
Net income		$	60,816			$	81,015			$	237,933			$	292,948
Income tax expense			15,742				26,809				70,775				95,509
Interest expense			50,271				55,439				147,839				143,309
Equity in earnings of unconsolidated subsidiaries			(11,561	)			(33,069	)			(30,618	)			(49,805	)
Loss on early retirement of debt			14,692				10,939				14,692				10,939
Income from operations			129,960				141,133				440,621				492,900
Stock compensation expense:
Included in general and administrative			9,425				10,961				26,383				32,517
Included in cost of services			2,058				2,415				5,607				6,882
Depreciation and amortization			52,394				50,143				154,758				158,151
Concentra separation transaction costs(b)			—				817				—				3,265
Adjusted EBITDA		$	193,837			$	205,469			$	627,369			$	693,715
Critical illness recovery hospital		$	46,362			$	50,763			$	188,631			$	238,536
Rehabilitation hospital			53,626				60,117				155,531				183,471
Outpatient rehabilitation			26,346				28,319				89,395				82,016
Concentra			98,907				101,571				293,046				299,313
Other(a)			(31,404	)			(35,301	)			(99,234	)			(109,621	)
Adjusted EBITDA		$	193,837			$	205,469			$	627,369			$	693,715

 

 

(a)

Other primarily includes general and administrative costs.

 

(b)

Concentra separation transaction costs represent incremental consulting, legal, and audit-related fees incurred in connection with the Company’s planned separation of the Concentra segment into a new, publicly traded company and are included within general and administrative expenses on the Condensed Consolidated Statements of Operations.

 

17

 

 

X. Reconciliation of Earnings per Common Share to Adjusted Earnings per Common Share

For the Three and Nine Months Ended September 30, 2023 and 2024

(In thousands, except per share amounts, unaudited)

 

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

 

The following tables reconcile net income attributable to common shares and earnings per common share on a fully diluted basis to adjusted net income attributable to common shares and adjusted earnings per common share on a fully diluted basis.

 

		Three Months Ended September 30,
		2023				Per Share(a)				2024				Per Share(a)
Net income attributable to common shares(a)		$	46,458			$	0.38			$	53,483			$	0.43
Adjustments:(b)
Loss on early retirement of debt, net of tax			10,022				0.08				7,697				0.06
Concentra separation transaction costs, net of tax			—				—				574				0.00
Adjusted net income attributable to common shares		$	56,480			$	0.46			$	61,755	(c)		$	0.50	(c)

 

		Nine Months Ended September 30,
		2023				Per Share(a)				2024				Per Share(a)
Net income attributable to common shares(a)		$	190,067			$	1.55			$	221,153			$	1.78
Adjustments:(b)
Loss on early retirement of debt, net of tax			10,016				0.08				7,695				0.06
Concentra separation transaction costs, net of tax			—				—				2,325				0.02
Adjusted net income attributable to common shares		$	200,083			$	1.63			$	231,173			$	1.86

 

 

(a)

Net income attributable to common shares and earnings per common share are calculated based on the weighted average common shares outstanding, as presented in table III.

 

(b)

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

 

(c)

Does not total due to rounding.

 

18

 

 

XI. Net Income to Adjusted EBITDA and Earnings per Common Share to Adjusted Earnings per Common Share
Reconciliations
Business Outlook for the Year Ending December 31, 2024

(In millions, unaudited)

 

The following are reconciliations of full year 2024 Adjusted EBITDA and adjusted earnings per common share expectations as computed at the low and high points of the range to the closest comparable GAAP financial measure. Refer to table IX and X for discussion of Select Medical’s use of Adjusted EBITDA and adjusted earnings per common share in evaluating financial performance. Refer to table IX for the definition of Adjusted EBITDA. Each item presented in the below table is an estimation of full year 2024 expectations.

 

		Range
Non-GAAP Measure Reconciliation		Low				High
Net income attributable to Select Medical		$	260			$	274
Net income attributable to non-controlling interests			83				85
Net income			343				359
Income tax expense			110				115
Interest expense			199				199
Equity in earnings of unconsolidated subsidiaries			(61	)			(62	)
Loss on early retirement of debt			11				11
Income from operations			602				622
Stock compensation expense			51				51
Depreciation and amortization			209				209
Concentra separation transaction costs(a)			3				3
Adjusted EBITDA		$	865			$	885

 

		Range
Non-GAAP Measure Reconciliation		Low				High
Basic and diluted earnings per common share		$	2.01			$	2.12
Adjustments:
Loss on early retirement of debt, net of tax			0.06				0.06
Concentra separation transaction costs, net of tax (a)			0.02				0.02
Adjusted earnings per common share		$	2.09			$	2.20

 

 

(a)

Concentra separation transaction costs represent incremental consulting, legal, and audit-related fees incurred in connection with the Company’s planned separation of the Concentra Segment into a new, publicly traded company and are included within general and administrative expenses on the Condensed Consolidated Statements of Operations. The transaction costs reflect the costs incurred by the Company during the nine months ended September 30, 2024, and they do not include an estimate of costs to be incurred during the remainder of 2024.

 

19

 

Cover	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	001-34465
Entity Registrant Name	SELECT MEDICAL HOLDINGS CORPORATION
Entity Central Index Key	0001320414
Entity Tax Identification Number	20-1764048
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4714 Gettysburg Road
Entity Address, Address Line Two	P.O. Box 2034
Entity Address, City or Town	Mechanicsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17055
City Area Code	717
Local Phone Number	972-1100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SEM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---