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8-K - FORM 8-K - SELECT MEDICAL HOLDINGS CORP | c13656e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE | 4714 Gettysburg Road | |
Mechanicsburg, PA 17055 | ||
NYSE Symbol: SEM |
Select Medical Holdings Corporation Announces Results for
Fourth Quarter and Year Ended December 31, 2010
Fourth Quarter and Year Ended December 31, 2010
MECHANICSBURG, PENNSYLVANIA March 3, 2011 Select Medical Holdings Corporation
(Select) (NYSE: SEM), today announced results for its fourth quarter and year ended December 31,
2010.
For the fourth quarter ended December 31, 2010, net operating revenues increased 11.1% to
$637.4 million compared to $573.5 million for the same quarter, prior year. Income from operations
decreased 30.0% to $49.0 million compared to $69.9 million for the same quarter, prior year. Net
income attributable to Select decreased to $20.9 million compared to $29.9 million for the same
quarter, prior year. Net income before interest, income taxes, depreciation and amortization,
gain on early retirement of debt, stock compensation expense, other income (expense), equity in
losses of unconsolidated subsidiaries and long-term incentive compensation (Adjusted EBITDA) for
the fourth quarter decreased 23.6% to $67.2 million compared to $87.9 million for the same quarter,
prior year. Our Adjusted EBITDA in the fourth quarter was adversely affected principally by (1) one
time charges and integration issues of approximately $12.8 million related to the Regency Hospital
Company, L.L.C. (Regency) transaction, (2) a decrease in the specialty hospital per patient day
rates from the same period in the prior year of $57 per patient day, and (3) a decline of $5.6
million in the Adjusted EBITDA of the contract services business portion of Selects outpatient
operations from the same period in the prior year. A reconciliation of net income to Adjusted
EBITDA is attached to this release. Income per common share for the fourth quarter ended December
31, 2010 was $0.13 on a fully diluted basis compared to income per common share for the quarter
ended December 31, 2009 of $0.19.
For the year ended December 31, 2010, net operating revenues increased 6.7% to
$2,390.3 million compared to $2,239.9 million for the prior year. Income from operations increased
0.1% to $236.1 million compared to $235.8 million for the prior year. Net income attributable to
Select increased 3.1% to $77.6 million compared to $75.3 million for the prior year. Adjusted
EBITDA for the year ended December 31, 2010 decreased 7.0% to $307.1 million compared to $330.2
million for the prior year. A reconciliation of net income to Adjusted EBITDA is attached to this
release.
Income per common share for the year ended December 31, 2010 was $0.48 on a fully diluted
basis. Income per common share for the year ended December 31, 2009 was $0.61 on a fully diluted
basis, which included non-recurring charges related to Selects IPO for long-term incentive
compensation and stock compensation expense and gains related to the early retirement of debt.
Excluding the early retirement of debt and the expenses related to the IPO, on an adjusted basis
income available to common stockholders was $0.67 per diluted share for the year ended December 31,
2009. A reconciliation of net income per share to adjusted net income per share is attached to
this release.
For the year ended December 31, 2010, Selects weighted average diluted common shares
outstanding were 159,442,000, compared to 86,045,000 for the prior year. This increase in common
share count was primarily due to the completion of Selects IPO on September 30, 2009.
Specialty Hospitals
The specialty hospital key statistics are presented on a schedule attached to this release.
For the fourth quarter of 2010, net operating revenues for all of Selects hospitals increased
16.5% to $467.6 million compared to $401.4 million for the same quarter, prior year. Adjusted
EBITDA for the specialty hospital segment decreased 10.5% to $70.0 million compared to $78.2
million for the same quarter, prior year. The Adjusted EBITDA margin for the segment was 15.0% for
the fourth quarter of 2010 compared to 19.5% for the same quarter, prior year. The principal
reason for the decline in Adjusted EBITDA and Adjusted EBITDA margin was a reduction in both
Medicare and non-Medicare payment rates. This decline was due to a reduction in the severity of
the patients treated in the fourth quarter of 2010 compared to the same quarter, prior year and
additional reimbursement that was realized during the fourth quarter of 2009 on outlier cases
principally related to higher costs incurred at the free-standing hospitals developed and opened
during 2007 and 2008. Additionally, on April 1, 2010 and October 1, 2010 reductions in the
standard federal rate per case of 0.25% and 0.5%, respectively, mandated by the Patients Protection
and Affordable Care Act or PPACA were implemented.
For the year ended December 31, 2010, net operating revenues for all of Selects hospitals
increased 9.3% to $1,702.2 million compared to $1,557.8 million for the prior year. The Adjusted
EBITDA for specialty hospitals for the year ended December 31, 2010 was $284.6 million compared to
$290.4 million for the prior year and Adjusted EBITDA margins were 16.7% and 18.6% respectively.
The principal reasons for the decline in Adjusted EBITDA was a reduction in net revenue per patient
day and an increase in operating expenses. The reduction in net revenue per patient day resulted
from a decline in Medicare net revenue per patient day associated with the June 3, 2009 interim
final rule in which CMS adopted a new table of MS-LTC-DRG relative weights that had the effect of
reducing reimbursement for Medicare cases. Additionally, further reductions occurred in the
standard federal rate per case as mandated by PPACA of 0.25% effective April 1, 2010 and 0.5%
effective October 1, 2010. These reductions in Medicare payments were partially offset by the
annual payment update that became effective October 1, 2009. During 2009 additional reimbursement
was recognized related to outlier cases principally due to higher costs incurred at the
free-standing hospitals developed and opened during 2007 and 2008 that had the effect of increasing
the net revenue per patient day for 2009. The labor costs in these same store hospitals were 73
basis points higher and the other operating costs were 22 basis points higher than in the prior
year. The labor costs were primarily higher due to increased patient care hours that resulted from
a generally higher acuity patient population during 2010. Additionally, the labor costs included a
$4.0 million charge due to an increase in the workers compensation program costs incurred during
the quarter ended September 30, 2010.
Outpatient Rehabilitation
The outpatient rehabilitation key statistics are presented on a schedule attached to this
release. For the fourth quarter of 2010, net operating revenues for the outpatient rehabilitation
segment decreased 1.4% to $169.7 million compared to $172.1 million for the same quarter, prior
year. Adjusted EBITDA for the segment for the fourth quarter decreased 21.5% to $17.0 million
compared to $21.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the
segment for the quarter was 10.0% compared to 12.5% in the same quarter, prior year. The decline
in the Adjusted EBITDA and Adjusted EBITDA margin for the quarter was primarily due to the
termination during 2010 of a significant therapy services contract resulting from a change in
ownership and higher labor costs in the therapy services business that resulted from the adjustment
of treatment models to adapt to RUGS IV/MDS 3.0 that became effective on October 1, 2010.
For the year ended December 31, 2010, net operating revenues were $688.0 million compared to
$681.9 million for the prior year. Adjusted EBITDA for the outpatient rehabilitation segment for
the year ended December 31, 2010 decreased 6.0% to $83.8 million compared to $89.1 million for the
prior year. The Adjusted EBITDA margin for the year ended December 31, 2010 was 12.2% compared to
13.1% in the prior year. The decline in the Adjusted EBITDA and Adjusted EBITDA margin for the
year resulted primarily from the factors that caused the decline in Adjusted EBITDA in the fourth
quarter, which are described above.
General and Administrative Costs
For the fourth quarter ended December 31, 2010, general and administrative costs were $20.3
million compared to $12.1 million for the same quarter, prior year. The 2010 period includes
approximately $6.8 million of costs related to the transition of management functions and closing
of the Regency corporate office. Additionally, there was approximately $0.9 million in severance
expenses incurred at Selects corporate office in the fourth quarter of 2010. The 2010 increase
was partially offset by a reduction in incentive compensation for executive officers of $1.8
million. The remaining increase was primarily related to increased labor costs to support the
additional Regency hospitals.
For the year ended December 31, 2010, general and administrative costs were $62.1 million
compared to $72.4 million for the prior year. The decrease was related to a number of factors.
The 2009 period includes non-recurring charges related to Selects IPO of $18.3 million in
long-term incentive compensation and $3.7 million in stock compensation expense related to the
grant of restricted stock that vested in connection with the Selects IPO. The 2010 period
includes approximately $9.0 million of costs related to the transition of management functions and
closing of the Regency corporate office and a $4.8 million charge due to an increase in Selects
self insurance heath program costs. These 2010 increases were offset by a reduction in incentive
compensation for executive officers of $7.0 million for 2010 compared to 2009.
Purchase of Regency Hospital Company, L.L.C.
On September 1, 2010, Select completed the acquisition of all the issued and outstanding
equity securities of Regency, an operator of long term acute care hospitals, for $210.0 million,
including certain assumed liabilities. The amount paid at closing was reduced by $33.1 million for
certain assumed liabilities, payments to employees, payments for the repurchase of non-controlling
interests and an estimated working capital adjustment. The purchase price is subject to a final
settlement of net working capital. Regency operated a network of 23 long term acute care hospitals,
located in nine states.
Stock Repurchase Program
The board of directors has authorized a program to repurchase up to $100.0 million worth of
shares of Selects common stock. The program will remain in effect until January 31, 2012, unless
extended by the board of directors. Stock repurchases under this program may be made in the open
market or through privately negotiated transactions, and at times and in such amounts as Select
deems appropriate. The timing of purchases of stock will be based upon market conditions and other
factors. Select is funding this program with cash on hand or borrowings under its revolving credit
facility. Select anticipates that it will have sufficient borrowing capacity to continue executing
its growth strategy. Through December 31, 2010, Select has repurchased 6,905,700 shares at a cost
of $44.1 million which includes transaction costs.
Indebtedness
Included in Selects indebtedness is a senior secured credit facility which at December 31,
2010 consisted of $191.3 million in term loans that mature on February 24, 2012, a $300.0 million
revolving loan facility that will terminate on August 22, 2013 and $290.6 million of term loans
that mature on August 22, 2014. As of December 31, 2010 Select also had outstanding $611.5 million
in aggregate principal amount of 7 5/8% senior subordinated notes due 2015. Select has begun
discussions with its financial advisors regarding refinancing both its senior secured credit
facility and 7 5/8% senior subordinated notes during the second quarter of 2011. These discussions
are preliminary, and Select can provide no assurance that it will be able to successfully refinance
either its current senior secured credit facility or the 7 5/8% senior subordinated notes, or that
the refinancing, if it occurs, will not be delayed beyond the second quarter of 2011, or that the
terms of any new indebtedness will be as favorable as the terms of Selects existing indebtedness.
Business Outlook
Select reaffirms the guidance it provided in its January 20, 2011 press release. Select
expects consolidated revenue for full year 2011 to be in the range of $2.65 billion to $2.75
billion. Select expects net income before interest, income taxes, depreciation and amortization,
stock compensation expense, other income/(expense), and equity in income/(losses) of unconsolidated
subsidiaries, or Adjusted EBITDA for full year 2011 to be in the range of $365 million to $385
million. Select expects income per common share for full year 2011 to be in the range of $0.67 to
$0.72.
Conference Call
Select will host a conference call regarding its fourth quarter and year end results and its
business outlook on Friday, March 4, 2011, at 9:00am EST. The domestic dial in number for the call
is 1-866-314-9013. The international dial in number is 1-617-213-8053. The passcode for the call is
32872006. The conference call will be webcast simultaneously and can be accessed at Select Medical
Holdings Corporations website http://www.selectmedicalholdings.com.
For those unable to participate in the conference call, a replay will be available until
11:59pm EST, March 11, 2011. The replay number is 1-888-286-8010 (domestic) or 1-617-801-6888
(international). The passcode for the replay will be 76841502. The replay can also be accessed at
Select Medical Holdings Corporations website, http://www.selectmedicalholdings.com.
* * * * *
Select Medical Holdings Corporation is a leading operator of specialty hospitals in the United
States. As of December 31, 2010, Select operated 111 long term acute care hospitals and seven
acute medical rehabilitation hospitals in 28 states. Select is also a leading operator of
outpatient rehabilitation clinics in the United States, with approximately 944 locations in 36
states and the District of Columbia. Select also provides medical rehabilitation services on a
contract basis at nursing homes, hospitals, assisted living and senior care centers, schools and
worksites. Information about Select is available at http://www.selectmedicalholdings.com/
Certain statements contained herein that are not descriptions of historical facts are
forward-looking statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995). Because such statements include risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements due to factors
including the following:
| additional changes in government reimbursement for our services, including changes that
will result from the expiration of the moratorium for long term acute care hospitals
established by the SCHIP Extension Act of 2007, the American Recovery and Reinvestment Act,
and the Patient Protection and Affordable Care Act may result in a reduction in net
operating revenues, an increase in costs and a reduction in profitability; |
||
| the failure of our specialty hospitals to maintain their Medicare certifications as
such may cause our net operating revenues and profitability to decline; |
||
| the failure of our facilities operated as hospitals within hospitals or HIHs, to
qualify as hospitals separate from their host hospitals may cause our net operating
revenues and profitability to decline; |
||
| a government investigation or assertion that we have violated applicable regulations
may result in sanctions or reputational harm and increased costs; |
||
| acquisitions or joint ventures may prove difficult or unsuccessful, use significant
resources or expose us to unforeseen liabilities; |
||
| private third-party payors for our services may undertake future cost containment
initiatives that limit our future net operating revenues and profitability; |
||
| the failure to maintain established relationships with the physicians in the areas we
serve could reduce our net operating revenues and profitability; |
||
| shortages in qualified nurses or therapists could increase our operating costs
significantly; |
||
| competition may limit our ability to grow and result in a decrease in our net operating
revenues and profitability; |
||
| the loss of key members of our management team could significantly disrupt our
operations; |
||
| the effect of claims asserted against us could subject us to substantial uninsured
liabilities; and in the future we may not be able to obtain insurance at a reasonable
price; and |
||
| other factors discussed from time to time in our filings with the Securities and
Exchange Commission, including factors under the heading Risk Factors in our annual
report on Form 10-K. |
Investor inquiries:
Joel T. Veit
Vice President and Treasurer
717-972-1100
ir@selectmedicalcorp.com
Vice President and Treasurer
717-972-1100
ir@selectmedicalcorp.com
SOURCE: Select Medical Holdings Corporation
I. Condensed Consolidated Statements of Operations
For the Three Months Ended December 31, 2009 and 2010
(In thousands, except per share amounts, unaudited)
(In thousands, except per share amounts, unaudited)
2009 | 2010 | % Change | ||||||||||
Net operating revenues |
$ | 573,543 | $ | 637,350 | 11.1 | % | ||||||
Costs and expenses: |
||||||||||||
Cost of services |
466,664 | 541,019 | 15.9 | % | ||||||||
General and administrative |
12,131 | 20,302 | 67.4 | % | ||||||||
Bad debt expense |
7,194 | 9,698 | 34.8 | % | ||||||||
Depreciation and amortization |
17,635 | 17,373 | (1.5 | )% | ||||||||
Income from operations |
69,919 | 48,958 | (30.0 | )% | ||||||||
Loss on early retirement of debt |
(2,870 | ) | | N/M | ||||||||
Equity in losses of unconsolidated
subsidiaries |
| (254 | ) | N/M | ||||||||
Other income (expense) |
(632 | ) | 168 | N/M | ||||||||
Interest income |
10 | | N/M | |||||||||
Interest expense |
(30,688 | ) | (25,339 | ) | (17.4 | )% | ||||||
Income before income taxes |
35,739 | 23,533 | (34.2 | )% | ||||||||
Income tax expense |
4,440 | 1,639 | (63.1 | )% | ||||||||
Net income |
31,299 | 21,894 | (30.0 | )% | ||||||||
Less: Net income attributable to non-controlling interests |
1,388 | 947 | (31.8 | )% | ||||||||
Net income attributable to Select Medical
Holdings Corporation |
$ | 29,911 | $ | 20,947 | (30.0 | )% | ||||||
Income per common share: |
||||||||||||
Basic |
$ | 0.19 | $ | 0.13 | ||||||||
Diluted |
$ | 0.19 | $ | 0.13 | ||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
158,457 | 157,660 | ||||||||||
Diluted |
158,889 | 157,891 | ||||||||||
N/M = Not Meaningful |
II. Condensed Consolidated Statements of Operations
For the Year Ended December 31, 2009 and 2010
(In thousands, except per share amounts, unaudited)
(In thousands, except per share amounts, unaudited)
2009 | 2010 | % Change | ||||||||||
Net operating revenues |
$ | 2,239,871 | $ | 2,390,290 | 6.7 | % | ||||||
Costs and expenses: |
||||||||||||
Cost of services |
1,819,771 | 1,982,179 | 8.9 | % | ||||||||
General and Administrative |
72,409 | 62,121 | (14.2 | )% | ||||||||
Bad debt expense |
40,872 | 41,147 | 0.7 | % | ||||||||
Depreciation and amortization |
70,981 | 68,706 | (3.2 | )% | ||||||||
Income from operations |
235,838 | 236,137 | 0.1 | % | ||||||||
Gain on early retirement of debt |
13,575 | | N/M | |||||||||
Equity in losses of unconsolidated
subsidiaries |
| (440 | ) | N/M | ||||||||
Other income (expense) |
(632 | ) | 632 | N/M | ||||||||
Interest income |
92 | | N/M | |||||||||
Interest expense |
(132,469 | ) | (112,337 | ) | (15.2 | )% | ||||||
Income before income taxes |
116,404 | 123,992 | 6.5 | % | ||||||||
Income tax expense |
37,516 | 41,628 | 11.0 | % | ||||||||
Net income |
78,888 | 82,364 | 4.4 | % | ||||||||
Less: Net income attributable to non-controlling interests |
3,606 | 4,720 | 30.9 | % | ||||||||
Net income attributable to Select Medical
Holdings Corporation |
75,282 | 77,644 | 3.1 | % | ||||||||
Less: Preferred dividends |
19,537 | | N/M | |||||||||
Net income available to common stockholders
and participating securities |
$ | 55,745 | $ | 77,644 | 39.3 | % | ||||||
Income per common share: |
||||||||||||
Basic |
$ | 0.61 | $ | 0.49 | ||||||||
Diluted |
$ | 0.61 | $ | 0.48 | ||||||||
Weighted average shares outstanding (1): |
||||||||||||
Basic |
85,587 | 159,184 | ||||||||||
Diluted |
86,045 | 159,442 | ||||||||||
N/M = Not Meaningful |
||
(1) | On September 30, 2009, Select completed an initial public offering that resulted in the issuance
of 30,000 shares of common stock. On October 28, 2009, the underwriters exercised their
over-allotment option to purchase an additional 3,603 shares of common stock. Upon completion of the
initial public offering, Selects participating preferred stock converted into a total of 64,277
common shares. |
III. Condensed Consolidated Balance Sheets
(In thousands, unaudited)
(In thousands, unaudited)
December 31, | December 31, | |||||||
2009 | 2010 | |||||||
ASSETS |
||||||||
Cash |
$ | 83,680 | $ | 4,365 | ||||
Accounts receivable, net |
307,079 | 353,432 | ||||||
Current deferred tax asset |
34,448 | 30,654 | ||||||
Prepaid income taxes |
11,179 | 12,699 | ||||||
Other current assets |
24,240 | 28,176 | ||||||
Total Current Assets |
460,626 | 429,326 | ||||||
Property and equipment, net |
466,131 | 532,100 | ||||||
Goodwill |
1,548,269 | 1,631,252 | ||||||
Other identifiable intangibles |
65,297 | 80,119 | ||||||
Assets held for sale |
11,342 | 11,342 | ||||||
Other assets |
36,481 | 37,947 | ||||||
Total Assets |
$ | 2,588,146 | $ | 2,722,086 | ||||
LIABILITIES AND EQUITY |
||||||||
Payables and accruals |
$ | 299,796 | $ | 350,179 | ||||
Current portion of long-term debt |
4,145 | 149,379 | ||||||
Total Current Liabilities |
303,941 | 499,558 | ||||||
Long-term debt, net of current portion |
1,401,426 | 1,281,390 | ||||||
Non-current deferred tax liability |
52,681 | 59,074 | ||||||
Other non-current liabilities |
60,543 | 66,650 | ||||||
Total equity |
769,555 | 815,414 | ||||||
Total Liabilities and Equity |
$ | 2,588,146 | $ | 2,722,086 | ||||
IV. Condensded Consolidated Statement of Cash Flows
For the Year Ended December 31, 2009 and 2010
(In thousands, unaudited)
For the Year Ended December 31, 2009 and 2010
(In thousands, unaudited)
2009 | 2010 | |||||||
Operating Activities |
||||||||
Net Income |
$ | 78,888 | $ | 82,364 | ||||
Adjustments to reconcile net income to net
cash provided by operating activites: |
||||||||
Depreciation and amortization |
70,981 | 68,706 | ||||||
Provision for bad debts |
40,872 | 41,147 | ||||||
Gain on early retirement of debt |
(13,575 | ) | | |||||
Loss (gain) from disposal of assets |
(122 | ) | 484 | |||||
Non-cash loss (income) from interest rate
swaps |
632 | (632 | ) | |||||
Non-cash stock compensation expense |
5,147 | 2,236 | ||||||
Amortization of debt discount |
1,681 | 1,893 | ||||||
Changes in operating assets and
liabilites, net of effects from
acquisition of businesses: |
||||||||
Accounts Receivable |
(35,455 | ) | (64,329 | ) | ||||
Other current assets |
(1,117 | ) | 1,595 | |||||
Other assets |
6,114 | 808 | ||||||
Accounts payable |
963 | (7,161 | ) | |||||
Due to third-party payors |
(3,804 | ) | (1,902 | ) | ||||
Accrued expenses and deferred income
taxes |
14,434 | 19,328 | ||||||
Net cash provided by operating activities |
165,639 | 144,537 | ||||||
Investing activities |
||||||||
Purchases of property and equipment |
(57,877 | ) | (51,761 | ) | ||||
Proceeds from sale of property |
1,341 | 565 | ||||||
Acquisition of businesses, net of cash acquired |
(21,381 | ) | (165,802 | ) | ||||
Net cash used in investing activities |
(77,917 | ) | (216,998 | ) | ||||
Financing activites |
||||||||
Proceeds from initial public offering, net of
fees |
315,866 | | ||||||
Payment of initial public offering costs |
(1,737 | ) | | |||||
Borrowings on revolving credit facility |
193,000 | 227,000 | ||||||
Payments on revolving credit facility |
(343,000 | ) | (202,000 | ) | ||||
Payment on credit facility term loans |
(173,433 | ) | (1,223 | ) | ||||
Repurchase of 7 5/8% senior subordinated notes |
(30,114 | ) | | |||||
Repurchase of senior floating rate notes |
(6,468 | ) | | |||||
Borrowings of other debt |
7,189 | 6,347 | ||||||
Principal payments on seller and other debt |
(7,275 | ) | (7,436 | ) | ||||
Repurchase of common stock |
(80 | ) | (44,144 | ) | ||||
Proceeds from exercise of stock options |
146 | 241 | ||||||
Proceeds from (repayment of) bank overdrafts |
(21,130 | ) | 18,792 | |||||
Equity contribution and loans from
non-controlling interests |
1,500 | | ||||||
Distribution to non-controlling interests |
(2,766 | ) | (4,431 | ) | ||||
Net cash used in financing activites |
(68,302 | ) | (6,854 | ) | ||||
Net increase (decrease) in cash and cash
equivalents |
19,420 | (79,315 | ) | |||||
Cash and cash equivalents at beginning of
period |
64,260 | 83,680 | ||||||
Cash and cash equivalents at end of period |
$ | 83,680 | $ | 4,365 | ||||
Supplemental Cash Flow Information |
||||||||
Cash paid for interest |
$ | 126,695 | $ | 105,939 | ||||
Cash paid for taxes |
$ | 18,084 | $ | 37,809 |
V. Specialty Hospitals Key Statistics
(unaudited)
(unaudited)
For the Three Months Ended | ||||||||||||||||||||||||
December 31, | For the Year Ended December 31, | |||||||||||||||||||||||
% | % | |||||||||||||||||||||||
2009 | 2010 | Change | 2009 | 2010 | Change | |||||||||||||||||||
Specialty Hospitals |
||||||||||||||||||||||||
Number of hospitals end of
period: |
||||||||||||||||||||||||
Long term acute care
hospitals |
89 | 111 | 24.7 | % | 89 | 111 | 24.7 | % | ||||||||||||||||
Rehabilitation hospitals |
6 | 7 | 16.7 | % | 6 | 7 | 16.7 | % | ||||||||||||||||
Total specialty hospitals |
95 | 118 | 24.2 | % | 95 | 118 | 24.2 | % | ||||||||||||||||
Net operating revenues (,000) |
$ | 401,399 | $ | 467,603 | 16.5 | % | $ | 1,557,821 | $ | 1,702,165 | 9.3 | % | ||||||||||||
Number of patient days |
258,013 | 311,433 | 20.7 | % | 1,015,500 | 1,119,566 | 10.2 | % | ||||||||||||||||
Number of admissions |
10,899 | 12,968 | 19.0 | % | 42,674 | 45,990 | 7.8 | % | ||||||||||||||||
Net revenue per patient day (a) |
$ | 1,514 | $ | 1,457 | (3.8 | )% | $ | 1,495 | $ | 1,474 | (1.4 | )% | ||||||||||||
Adjusted EBITDA (,000) |
$ | 78,248 | $ | 70,035 | (10.5 | )% | $ | 290,370 | $ | 284,558 | (2.0 | )% | ||||||||||||
Adjusted EBITDA margin all
hospitals |
19.5 | % | 15.0 | % | 18.6 | % | 16.7 | % | ||||||||||||||||
Same Store Hospitals (b) |
||||||||||||||||||||||||
Number of hospitals end of
period |
90 | 90 | 90 | 90 | ||||||||||||||||||||
Net operating revenues (,000) |
$ | 396,907 | $ | 383,406 | (3.4 | )% | $ | 1,542,618 | $ | 1,559,602 | 1.1 | % | ||||||||||||
Number of patient days |
255,175 | 254,036 | (0.4 | )% | 1,004,733 | 1,025,114 | 2.0 | % | ||||||||||||||||
Number of admissions |
10,718 | 10,559 | (1.5 | )% | 42,076 | 41,762 | (0.7 | )% | ||||||||||||||||
Net revenue per patient day (a) |
$ | 1,516 | $ | 1,470 | (3.0 | )% | $ | 1,497 | $ | 1,484 | (0.9 | )% | ||||||||||||
Adjusted EBITDA (,000) |
$ | 80,371 | $ | 69,192 | (13.9 | )% | $ | 296,191 | $ | 287,036 | (3.1 | )% | ||||||||||||
Adjusted EBITDA margin same
store |
20.2 | % | 18.0 | % | 19.2 | % | 18.4 | % | ||||||||||||||||
(a) | Net revenue per patient day is calculated by dividing specialty hospital direct patient service revenue by the total number of
patient days. |
|
(b) | Same store hospitals represent those hospitals opened or acquired before January 1, 2009 and operated throughout both periods. |
VI. Outpatient Rehabilitation Key Statistics
(unaudited)
(unaudited)
For the Three Months Ended | ||||||||||||||||||||||||
December 31, | For the Year Ended December 31, | |||||||||||||||||||||||
% | % | |||||||||||||||||||||||
2009 | 2010 | Change | 2009 | 2010 | Change | |||||||||||||||||||
Outpatient Rehabilitation |
||||||||||||||||||||||||
Number of clinics- end of
period |
961 | 944 | (1.8 | )% | 961 | 944 | (1.8 | )% | ||||||||||||||||
Net operating revenues (,000) |
$ | 172,132 | $ | 169,729 | (1.4 | )% | $ | 681,892 | $ | 688,017 | 0.9 | % | ||||||||||||
Number of visits |
1,116,316 | 1,124,887 | 0.8 | % | 4,502,049 | 4,567,153 | 1.4 | % | ||||||||||||||||
Revenue per visit (a) |
$ | 102 | $ | 102 | 0.0 | % | $ | 102 | $ | 101 | (1.0 | )% | ||||||||||||
Adjusted EBITDA (,000) |
$ | 21,596 | $ | 16,959 | (21.5 | )% | $ | 89,072 | $ | 83,772 | (6.0 | )% | ||||||||||||
Adjusted EBITDA margin |
12.5 | % | 10.0 | % | 13.1 | % | 12.2 | % |
(a) | Net revenue per visit is calculated by dividing outpatient rehabilitation clinic revenue by the total number of visits. For
purposes of this computation, outpatient rehabilitation clinic revenue does not include managed clinics or contract services revenue. |
VII. Net Income to Adjusted EBITDA Reconciliation
For the Three Months and Year Ended December 31, 2009 and 2010
(In thousands, unaudited)
For the Three Months and Year Ended December 31, 2009 and 2010
(In thousands, unaudited)
The following table reconciles net income to Adjusted EBITDA for Select. Adjusted EBITDA is
used by Select to report its segment of performance. Adjusted EBITDA is defined as net income
before interest, income taxes, depreciation and amortization, stock compensation expense, other
income (expense), equity in losses of unconsolidated subsidiaries, long-term incentive compensation
and gain (loss) on early retirement of debt. The Company believes that the presentation of
Adjusted EBITDA is important to investors because Adjusted EBITDA is used by management to evaluate
financial performance and determine resource allocation for each of its operating units.
Adjusted EBITDA is not a measure of financial performance under generally accepted accounting
principles. Items excluded from Adjusted EBITDA are significant components in understanding and
assessing financial performance. Adjusted EBITDA should not be considered in isolation or as a
alternative to, or substitute for, net income, cash flows generated by operations, investing or
financing activities, or other financial statement data presented in the consolidated financial
statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a
measurement determined in accordance with generally accepted accounting principles and is thus
susceptible to varying calculation, Adjusted EBITDA as presented may not be comparable to other
similarly titled measures of other companies.
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2009 | 2010 | 2009 | 2010 | |||||||||||||
Net income |
$ | 31,299 | $ | 21,894 | $ | 78,888 | $ | 82,364 | ||||||||
Income tax expense |
4,440 | 1,639 | 37,516 | 41,628 | ||||||||||||
Other expense (income) |
632 | (168 | ) | 632 | (632 | ) | ||||||||||
Interest expense, net of interest income |
30,678 | 25,339 | 132,377 | 112,337 | ||||||||||||
Equity in losses of unconsolidated subsidiaries |
| 254 | | 440 | ||||||||||||
Loss (gain) on early retirement of debt |
2,870 | | (13,575 | ) | | |||||||||||
Long-term incentive compensation |
| | 18,261 | | ||||||||||||
Stock compensation expense: |
||||||||||||||||
Included in general and administrative |
181 | 452 | 4,775 | 763 | ||||||||||||
Included in cost of services |
171 | 379 | 372 | 1,473 | ||||||||||||
Depreciation and amortization |
17,635 | 17,373 | 70,981 | 68,706 | ||||||||||||
Adjusted EBITDA |
$ | 87,906 | $ | 67,162 | $ | 330,227 | $ | 307,079 | ||||||||
Specialty hospitals |
$ | 78,248 | $ | 70,035 | $ | 290,370 | $ | 284,558 | ||||||||
Outpatient rehabilitation |
21,596 | 16,959 | 89,072 | 83,772 | ||||||||||||
Other (1) |
(11,938 | ) | (19,832 | ) | (49,215 | ) | (61,251 | ) | ||||||||
Adjusted EBITDA |
$ | 87,906 | $ | 67,162 | $ | 330,227 | $ | 307,079 | ||||||||
(1) | Other primarily includes general and administration costs. |
The following tables reconcile specialty hospital same store information
Three Months Ended | ||||||||
December 31, | December 31, | |||||||
2009 | 2010 | |||||||
Specialty hospitals net operating revenue |
$ | 401,399 | $ | 467,603 | ||||
Less: Specialty hospitals in development, acquired,
opened or closed after 1/1/09 |
4,492 | 84,197 | ||||||
Specialty hospitals same store net operating revenue |
$ | 396,907 | $ | 383,406 | ||||
Specialty hospitals Adjusted EBITDA |
$ | 78,248 | $ | 70,035 | ||||
Less: Specialty hospitals in development, acquired,
opened or closed after 1/1/09 |
(2,123 | ) | 843 | |||||
Specialty hospitals same store Adjusted EBITDA |
$ | 80,371 | $ | 69,192 | ||||
All specialty hospitals Adjusted EBTIDA margin |
19.5 | % | 15.0 | % | ||||
Specialty hospitals same store Adjusted EBITDA margin |
20.2 | % | 18.0 | % |
Year Ended | ||||||||
December 31, | December 31, | |||||||
2009 | 2010 | |||||||
Specialty hospitals net operating revenue |
$ | 1,557,821 | $ | 1,702,165 | ||||
Less: Specialty hospitals in development, acquired,
opened or closed after 1/1/09 |
15,203 | 142,563 | ||||||
Specialty hospitals same store net operating revenue |
$ | 1,542,618 | $ | 1,559,602 | ||||
Specialty hospitals Adjusted EBITDA |
$ | 290,370 | $ | 284,558 | ||||
Less: Specialty hospitals in development, acquired,
opened or closed after 1/1/09 |
(5,821 | ) | (2,478 | ) | ||||
Specialty hospitals same store Adjusted EBITDA |
$ | 296,191 | $ | 287,036 | ||||
All specialty hospitals Adjusted EBTIDA margin |
18.6 | % | 16.7 | % | ||||
Specialty hospitals same store Adjusted EBITDA margin |
19.2 | % | 18.4 | % |
VIII. Reconciliation of Net Income Per Share to Adjusted Net Income Per Share
For the Three Months Ended December 31, 2009 and 2010
(In thousands, except per share amounts)
For the Three Months Ended December 31, 2009 and 2010
(In thousands, except per share amounts)
(unaudited)
Per Share | Per Share | |||||||||||||||
2009 | (a) | 2010 | (a) | |||||||||||||
Net Income |
$ | 31,299 | $ | 0.20 | $ | 21,894 | $ | 0.14 | ||||||||
Net Income attributable to non-controlling interests |
1,388 | 0.01 | 947 | 0.01 | ||||||||||||
Net Income attributable to Select Medical Holdings
Corporation |
29,911 | 0.19 | 20,947 | 0.13 | ||||||||||||
Loss on early retirement of debt |
2,870 | 0.02 | | | ||||||||||||
Estimated income tax benefit (b) |
(955 | ) | (0.01 | ) | | | ||||||||||
31,826 | 0.20 | 20,947 | 0.13 | |||||||||||||
Allocation to participating securities: |
||||||||||||||||
Less: Earnings allocated to unvested restricted
stockholders |
62 | 0.00 | 197 | 0.00 | ||||||||||||
Adjusted net income available to common stockholders |
$ | 31,764 | $ | 0.20 | $ | 20,750 | $ | 0.13 | ||||||||
Adjusted for dilution |
0.00 | 0.00 | ||||||||||||||
Adjusted net income available to common stockholders
diluted shares |
$ | 0.20 | $ | 0.13 | ||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
158,457 | 157,660 | ||||||||||||||
Diluted |
158,889 | 157,891 |
(a) | Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except adjusted net
income available to common stockholders diluted shares which is based on diluted shares outstanding |
|
(b) | Represents the benefit on the adjustments to net income |
IX. Reconciliation of Net Income Per Share to Adjusted
Net Income Per Share
For the Year Ended December 31, 2009 and 2010
(In thousands, except per share amounts, unaudited)
Net Income Per Share
For the Year Ended December 31, 2009 and 2010
(In thousands, except per share amounts, unaudited)
Per | Per | |||||||||||||||
Share | Share | |||||||||||||||
2009 | (a) | 2010 | (a) | |||||||||||||
Net Income |
$ | 78,888 | $ | 0.92 | $ | 82,364 | $ | 0.52 | ||||||||
Net Income attributable to non-controlling interests |
3,606 | 0.04 | 4,720 | 0.03 | ||||||||||||
Net Income attributable to Select Medical Holdings
Corporation |
75,282 | 0.88 | 77,644 | 0.49 | ||||||||||||
Less: Preferred dividends |
19,537 | 0.23 | | | ||||||||||||
Net income available to common stockholders and
participating securities |
55,745 | 0.65 | 77,644 | 0.49 | ||||||||||||
Long-term incentive compensation related to initial public
offering |
18,261 | 0.21 | | | ||||||||||||
Stock compensation related to initial public offering |
3,689 | 0.04 | | | ||||||||||||
Gain on early retirement of debt |
(13,575 | ) | (0.16 | ) | | | ||||||||||
Estimated income tax expense (b) |
(2,786 | ) | (0.03 | ) | | | ||||||||||
61,334 | 0.71 | 77,644 | 0.49 | |||||||||||||
Allocation to participating securities: |
||||||||||||||||
Less: Earnings allocated to preferred stockholders |
3,328 | 0.03 | | | ||||||||||||
Less: Earnings allocated to unvested restricted
stockholders |
472 | 0.01 | 322 | 0.00 | ||||||||||||
Adjusted net income available to common stockholders |
$ | 57,534 | $ | 0.67 | $ | 77,322 | $ | 0.49 | ||||||||
Adjusted for dilution |
0.00 | (0.01 | ) | |||||||||||||
Adjusted net income available to common stockholders
diluted shares |
$ | 0.67 | $ | 0.48 | ||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
85,587 | 159,184 | ||||||||||||||
Diluted |
86,045 | 159,442 |
(a) | Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except
adjusted net income available to common stockholders diluted shares which is based on diluted shares outstanding |
|
(b) | Represents the tax expense on the adjustments to net income |