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8-K - 8-K - SELECT MEDICAL HOLDINGS CORPa17-4631_18k.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, 2016

 

MECHANICSBURG, PENNSYLVANIA — February 23, 2017 — Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) today announced results for its fourth quarter and year ended December 31, 2016.

 

For the fourth quarter ended December 31, 2016, net operating revenues increased to $1,046.3 million, compared to $1,039.2 million for the same quarter, prior year.  Income from operations decreased to $55.7 million for the fourth quarter ended December 31, 2016, compared to $62.3 million for the same quarter, prior year. Net income was $20.5 million for the fourth quarter ended December 31, 2016, which includes a pre-tax non-operating gain of $5.6 million. Net income was $25.8 million for the fourth quarter ended December 31, 2015. Earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, Concentra acquisition costs, Physiotherapy acquisition costs, non-operating gain (loss), and equity in earnings (losses) of unconsolidated subsidiaries (“Adjusted EBITDA”) for the fourth quarter ended December 31, 2016 was $97.7 million, compared to $100.8 million for the same quarter, prior year. A reconciliation of net income to Adjusted EBITDA is presented in table VIII of this release. Income per common share for the fourth quarter ended December 31, 2016 was $0.15 on a fully diluted basis, compared to $0.22 for the same quarter, prior year. Excluding the non-operating gain and related tax effect, adjusted income per common share was $0.12 per diluted share for the fourth quarter ended December 31, 2016. A reconciliation of income per common share to adjusted income per common share for both the fourth quarters ended December 31, 2016 and 2015 is presented in table IX of this release.

 

For the year ended December 31, 2016, net operating revenues increased 14.5% to $4,286.0 million, compared to $3,742.7 million for the prior year. Income from operations increased 9.1% to $299.8 million for the year ended December 31, 2016, compared to $274.8 million for the prior year. Net income was $125.3 million for the year ended December 31, 2016, which includes a pre-tax non-operating gain of $42.7 million and a pre-tax loss on early retirement on debt of $11.6 million. Net income was $136.0 million for the year ended December 31, 2015, which includes a pre-tax non-operating gain of $29.6 million. Adjusted EBITDA for the year ended December 31, 2016 increased 16.7% to $465.8 million, compared to $399.2 million for the prior year. A reconciliation of net income to Adjusted EBITDA is presented in table VIII of this release.  Income per common share for the year ended December 31, 2016 was $0.87 on a fully diluted basis, compared to $0.99 for the prior year. Excluding the non-operating gain, loss of early retirement of debt, and related tax effects, adjusted income per common share was $0.61 per diluted share for the year ended December 31, 2016. Excluding the non-operating gain and related tax effect, adjusted income per common share was $0.85 per diluted share for the year ended December 31, 2015. A reconciliation of income per common share to adjusted income per common share for both the years ended December 31, 2016 and 2015 is presented in table IX of this release.

 



 

Specialty Hospitals Segment

 

For the fourth quarter ended December 31, 2016, net operating revenues for the specialty hospitals segment decreased to $560.2 million, compared to $593.3 million for the same quarter, prior year. Adjusted EBITDA for the specialty hospitals segment decreased to $63.8 million for the fourth quarter ended December 31, 2016, compared to $86.0 million for the same quarter, prior year. The Adjusted EBITDA margin for the specialty hospitals segment was 11.4% for the fourth quarter ended December 31, 2016, compared to 14.5% for the same quarter, prior year. The Adjusted EBITDA results for the specialty hospitals segment include start-up losses of approximately $2.4 million for the fourth quarter ended December 31, 2016, compared to $4.9 million for the same quarter, prior year.  Certain specialty hospitals key statistics for both the fourth quarters ended December 31, 2016 and 2015 are presented in table VI of this release.

 

For the year ended December 31, 2016, net operating revenues for the specialty hospitals segment decreased to $2,289.5 million, compared to $2,346.8 million for the prior year. Adjusted EBITDA for the specialty hospitals segment decreased to $281.5 million for the year ended December 31, 2016, compared to $327.6 million for the prior year. The Adjusted EBITDA margin for the specialty hospitals segment was 12.3% for the year ended December 31, 2016, compared to 14.0% for the prior year. The Adjusted EBITDA results for the specialty hospitals segment include start-up losses of approximately $21.8 million for the year ended December 31, 2016, compared to $16.8 million for the prior year. Certain specialty hospitals key statistics for both the years ended December 31, 2016 and 2015 are presented in table VII of this release.

 

Outpatient Rehabilitation Segment

 

The financial results of the outpatient rehabilitation segment include the contract therapy businesses through March 31, 2016 and Physiotherapy Associates Holdings, Inc. (“Physiotherapy”) beginning March 4, 2016.

 

For the fourth quarter ended December 31, 2016, net operating revenues for the outpatient rehabilitation segment increased 21.1% to $249.7 million, compared to $206.2 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 30.8% to $30.8 million for the fourth quarter ended December 31, 2016, compared to $23.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 12.3% for the fourth quarter ended December 31, 2016, compared to 11.4% for the same quarter, prior year. Certain outpatient rehabilitation key statistics for both the fourth quarters ended December 31, 2016 and 2015 are presented in table VI of this release.

 

For the year ended December 31, 2016, net operating revenues for the outpatient rehabilitation segment increased 22.9% to $995.4 million, compared to $810.0 million for the prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 32.2% to $129.8 million for the year ended December 31, 2016, compared to $98.2 million for the prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 13.0% for the year ended December 31, 2016, compared to 12.1% for the prior year. Certain outpatient rehabilitation key statistics for both the years ended December 31, 2016 and 2015 are presented in table VII of this release.

 

Concentra Segment

 

The financial results of Concentra, which is operated through a joint venture subsidiary, are consolidated with Select Medical’s commencing on the acquisition date of June 1, 2015.

 



 

For the fourth quarter ended December 31, 2016, net operating revenues for the Concentra segment decreased to $236.4 million, compared to $239.4 million for the same quarter, prior year.   Adjusted EBITDA for the Concentra segment increased 116.4% to $24.9 million for the fourth quarter ended December 31, 2016, compared to $11.5 million for the same quarter, prior year.  The Adjusted EBITDA margin for the Concentra segment was 10.5% for the fourth quarter ended December 31, 2016, compared to 4.8% for the same quarter, prior year. Certain Concentra key statistics for both the fourth quarters ended December 31, 2016 and 2015 are presented in table VI of this release.

 

For the year ended December 31, 2016, net operating revenues for the Concentra segment were $1,000.6 million, compared to $585.2 million for the prior year.  Adjusted EBITDA for the Concentra segment was $143.0 million for the year ended December 31, 2016, compared to $48.3 million for the prior year. The Adjusted EBITDA margin for the Concentra segment was 14.3% for the year ended December 31, 2016, compared to 8.3% for the prior year.  Certain Concentra key statistics for both the years ended December 31, 2016 and 2015 are presented in table VII of this release.

 

Stock Repurchase Program

 

Select Medical did not repurchase shares during the year ended December 31, 2016 under its authorized $500.0 million stock repurchase program. The program has been extended until December 31, 2017, and will remain in effect until then, unless further extended or earlier terminated by the board of directors.

 

Proposed Refinancing

 

As announced on January 27, 2017, Select Medical is in negotiations to refinance its senior secured credit facility.  Select Medical expects that its new senior secured credit facility, which will replace the existing senior secured credit facility, will consist of $1,150.0 million of term loans with an interest rate of LIBOR plus 3.50% subject to a 1.00% LIBOR floor and a $450.0 million revolving credit facility with an interest rate of LIBOR plus 3.25%.  The proposed refinancing is subject to customary terms and conditions, including negotiation and execution of definitive documentation.  Select Medical anticipates that the refinancing, if completed, would close in March of 2017.

 

Business Outlook

 

Select Medical reaffirms its 2017 business outlook, provided most recently in its January 6, 2017 press release, for net operating revenues, Adjusted EBITDA and fully diluted income per common share. Select Medical continues to expect consolidated net operating revenues for the full year 2017 to be in the range of $4.4 billion to $4.6 billion. Select Medical continues to expect Adjusted EBITDA for the full year 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 $0.73 to $0.91. The above business outlook does not take into consideration the effects of the proposed refinancing.

 

Conference Call

 

Select Medical will host a conference call regarding its fourth quarter and full year ended December 31, 2016 results, as well as its business outlook, on Friday, February 24, 2017, at 9:00am EST. The domestic dial in number for the call is 1-877-430-7741. The international dial in number is 1-615-247-0054. The passcode for the call is 59651514. The conference call will be webcast simultaneously and can be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

 

For those unable to participate in the conference call, a replay will be available until 11:59pm

 



 

EST, March 3, 2017. The replay number is 1-855-859-2056 (domestic) or 1-404-537-3406 (international). The passcode for the replay will be 59651514. 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 December 31, 2016, Select Medical operated 103 long term acute care hospitals and 20 acute medical rehabilitation hospitals in 27 states and 1,611 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical’s joint venture subsidiary Concentra operated 300 centers in 38 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. At December 31, 2016, 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;

 

·                    our plans and expectations related to the acquisitions of Concentra Inc. and Physiotherapy Associates Holdings, Inc. and our ability to realize anticipated synergies;

 

·                    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.

 

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 December 31, 2015 and 2016

(In thousands, except per share amounts, unaudited)

 

 

 

2015

 

2016

 

% Change

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

1,039,205

 

$

1,046,265

 

0.7

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

902,328

 

909,893

 

0.8

 

General and administrative

 

24,135

 

25,701

 

6.5

 

Bad debt expense

 

16,129

 

17,502

 

8.5

 

Depreciation and amortization

 

34,313

 

37,424

 

9.1

 

 

 

 

 

 

 

 

 

Income from operations

 

62,300

 

55,745

 

(10.5

)

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated subsidiaries

 

4,023

 

5,477

 

36.1

 

Non-operating gain

 

 

5,557

 

N/M

 

Interest expense

 

(33,088

)

(42,419

)

28.2

 

 

 

 

 

 

 

 

 

Income before income taxes

 

33,235

 

24,360

 

(26.7

)

 

 

 

 

 

 

 

 

Income tax expense

 

7,388

 

3,879

 

(47.5

)

 

 

 

 

 

 

 

 

Net income

 

25,847

 

20,481

 

(20.8

)

 

 

 

 

 

 

 

 

Less: Net income (loss) attributable to non-controlling interests

 

(3,480

)

309

 

N/M

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical Holdings Corporation

 

$

29,327

 

$

20,172

 

(31.2

)%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(1):

 

 

 

 

 

 

 

Basic

 

127,292

 

128,274

 

 

 

Diluted

 

127,464

 

128,436

 

 

 

 

 

 

 

 

 

 

 

Income per common share(1):

 

 

 

 

 

 

 

Basic

 

$

0.22

 

$

0.15

 

 

 

Diluted

 

$

0.22

 

$

0.15

 

 

 

 


(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 $0.6 million and $0.9 million for the three months ended December 31, 2016 and 2015, respectively.  Unvested restricted weighted average shares were 4,261 thousand and 4,021 thousand for the three months ended December 31, 2016 and 2015, respectively.

 

N/M = Not Meaningful

 



 

II.  Condensed Consolidated Statements of Operations

For the Years Ended December 31, 2015 and 2016

(In thousands, except per share amounts, unaudited)

 

 

 

2015

 

2016

 

% Change

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

3,742,736

 

$

4,286,021

 

14.5

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

3,211,541

 

3,664,843

 

14.1

 

General and administrative

 

92,052

 

106,927

 

16.2

 

Bad debt expense

 

59,372

 

69,093

 

16.4

 

Depreciation and amortization

 

104,981

 

145,311

 

38.4

 

 

 

 

 

 

 

 

 

Income from operations

 

274,790

 

299,847

 

9.1

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

 

(11,626

)

N/M

 

Equity in earnings of unconsolidated subsidiaries

 

16,811

 

19,943

 

18.6

 

Non-operating gain

 

29,647

 

42,651

 

N/M

 

Interest expense

 

(112,816

)

(170,081

)

50.8

 

 

 

 

 

 

 

 

 

Income before income taxes

 

208,432

 

180,734

 

(13.3

)

 

 

 

 

 

 

 

 

Income tax expense

 

72,436

 

55,464

 

(23.4

)

 

 

 

 

 

 

 

 

Net income

 

135,996

 

125,270

 

(7.9

)

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

5,260

 

9,859

 

87.4

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical Holdings Corporation

 

$

130,736

 

115,411

 

(11.7

)%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(1):

 

 

 

 

 

 

 

Basic

 

127,478

 

127,813

 

 

 

Diluted

 

127,752

 

127,968

 

 

 

 

 

 

 

 

 

 

 

Income per common share(1):

 

 

 

 

 

 

 

Basic

 

$

1.00

 

$

0.88

 

 

 

Diluted

 

$

0.99

 

$

0.87

 

 

 

 

 

 

 

 

 

 

 

Dividends paid per share

 

$

0.10

 

 

 

 

 


(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 $3.5 million and $3.8 million for the years ended December 31, 2016 and 2015, respectively.  Unvested restricted weighted average shares were 4,022 thousand and 3,847 thousand for the years ended December 31, 2016 and 2015, respectively.

 

N/M = Not Meaningful

 



 

III.  Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

 

 

December 31,
2015

 

December 31,
2016

 

Assets

 

 

 

 

 

Cash

 

$

14,435

 

$

99,029

 

Accounts receivable, net

 

603,558

 

573,752

 

Current deferred tax asset

 

28,688

 

45,165

 

Other current assets

 

102,473

 

90,122

 

Total Current Assets

 

749,154

 

808,068

 

Property and equipment, net

 

864,124

 

892,217

 

Goodwill

 

2,314,624

 

2,751,000

 

Other identifiable intangibles, net

 

318,675

 

340,562

 

Other assets

 

142,101

 

152,548

 

Total Assets

 

$

4,388,678

 

$

4,944,395

 

Liabilities and Equity

 

 

 

 

 

Payables and accruals

 

$

504,119

 

$

557,979

 

Current portion of long-term debt and notes payable

 

225,166

 

13,656

 

Total Current Liabilities

 

729,285

 

571,635

 

Long-term debt, net of current portion

 

2,160,730

 

2,685,333

 

Non-current deferred tax liability

 

218,705

 

222,847

 

Other non-current liabilities

 

133,220

 

136,520

 

Total Liabilities

 

3,241,940

 

3,616,335

 

Redeemable non-controlling interests

 

238,221

 

422,159

 

Total equity

 

908,517

 

905,901

 

Total Liabilities and Equity

 

$

4,388,678

 

$

4,944,395

 

 



 

IV.  Condensed Consolidated Statements of Cash Flows

For the Three Months Ended December 31, 2015 and 2016

(In thousands, unaudited)

 

 

 

2015

 

2016

 

Operating activities

 

 

 

 

 

Net income

 

$

25,847

 

$

20,481

 

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

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

2,155

 

4,331

 

Depreciation and amortization

 

34,313

 

37,424

 

Provision for bad debts

 

16,129

 

17,502

 

Equity in earnings of unconsolidated subsidiaries

 

(4,023

)

(5,477

)

Loss (gain) on sale of assets and businesses

 

166

 

(4,578

)

Gain on sale of equity investment

 

 

(2,538

)

Stock compensation expense

 

5,741

 

4,489

 

Amortization of debt discount, premium and issuance costs

 

2,797

 

3,811

 

Deferred income taxes

 

4,867

 

497

 

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

 

 

 

 

 

Accounts receivable

 

(43,794

)

1,456

 

Other current assets

 

2,077

 

5,356

 

Other assets

 

173

 

4,144

 

Accounts payable and accrued expenses

 

(41,464

)

(21,056

)

Net cash provided by operating activities

 

4,984

 

65,842

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

(11,756

)

(57,975

)

Purchases of property and equipment

 

(68,650

)

(43,373

)

Investment in businesses

 

(644

)

(1,583

)

Proceeds from sale of equity investment

 

 

2,538

 

Proceeds from sale of assets and businesses

 

225

 

9,075

 

Net cash used in investing activities

 

(80,825

)

(91,318

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

295,000

 

155,000

 

Payments on revolving facilities

 

(220,000

)

(110,000

)

Payments on term loans

 

(1,125

)

(3,192

)

Borrowings of other debt

 

2,333

 

3,920

 

Principal payments on other debt

 

(6,094

)

(5,924

)

Proceeds from bank overdrafts

 

4,516

 

19,210

 

Repurchase of common stock

 

(2,205

)

(990

)

Proceeds from exercise of stock options

 

45

 

184

 

Tax benefit from stock based awards

 

1,463

 

 

Purchase of non-controlling interests

 

(1,095

)

(569

)

Distributions to non-controlling interests

 

(5,197

)

(1,357

)

Net cash provided by financing activities

 

67,641

 

56,282

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(8,200

)

30,806

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

22,635

 

68,223

 

Cash and cash equivalents at end of period

 

$

14,435

 

$

99,029

 

 

 

 

 

 

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

43,229

 

$

49,712

 

Cash paid for taxes

 

$

23,515

 

$

10,819

 

 



 

V.  Condensed Consolidated Statements of Cash Flows

For the Years Ended December 31, 2015 and 2016

(In thousands, unaudited)

 

 

 

2015

 

2016

 

Operating activities

 

 

 

 

 

Net income

 

$

135,996

 

$

125,270

 

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

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

13,969

 

20,476

 

Depreciation and amortization

 

104,981

 

145,311

 

Provision for bad debts

 

59,372

 

69,093

 

Equity in earnings of unconsolidated subsidiaries

 

(16,811

)

(19,943

)

Loss on early retirement of debt

 

 

11,626

 

Gain on sale of assets and businesses

 

(1,098

)

(46,488

)

Gain on sale of equity investment

 

(29,647

)

(2,779

)

Impairment of equity investment

 

 

5,339

 

Stock compensation expense

 

14,985

 

17,413

 

Amortization of debt discount, premium, and issuance costs

 

9,543

 

15,656

 

Deferred income taxes

 

(2,058

)

(12,591

)

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

 

 

 

 

 

Accounts receivable

 

(92,572

)

(39,320

)

Other current assets

 

(2,503

)

17,450

 

Other assets

 

4,713

 

9,290

 

Accounts payable and accrued expenses

 

9,545

 

30,800

 

Net cash provided by operating activities

 

208,415

 

346,603

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

(1,061,628

)

(472,206

)

Purchases of property and equipment

 

(182,642

)

(161,633

)

Investment in businesses

 

(2,347

)

(4,723

)

Proceeds from sale of equity investment

 

33,096

 

3,779

 

Proceeds from sale of assets and businesses

 

1,767

 

80,463

 

Net cash used in investing activities

 

(1,211,754

)

(554,320

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

1,135,000

 

575,000

 

Payments on revolving facilities

 

(895,000

)

(655,000

)

Net proceeds from term loans

 

623,575

 

795,344

 

Payments on term loans

 

(29,134

)

(438,034

)

Borrowings of other debt

 

13,374

 

27,721

 

Principal payments on other debt

 

(18,136

)

(21,401

)

Proceeds from bank overdrafts

 

6,869

 

10,746

 

Dividends paid to common stockholders

 

(13,129

)

 

Repurchase of common stock

 

(15,827

)

(2,929

)

Proceeds from exercise of stock options

 

1,649

 

1,672

 

Tax benefit from stock based awards

 

1,846

 

 

Proceeds from issuance of non-controlling interests

 

217,065

 

11,846

 

Purchase of non-controlling interests

 

(1,095

)

(2,099

)

Distributions to non-controlling interests

 

(12,637

)

(10,555

)

Net cash provided by financing activities

 

1,014,420

 

292,311

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

11,081

 

84,594

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

3,354

 

14,435

 

Cash and cash equivalents at end of period

 

$

14,435

 

$

99,029

 

 

 

 

 

 

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

103,166

 

$

142,640

 

Cash paid for taxes

 

$

79,420

 

$

70,756

 

 



 

VI.  Key Statistics

For the Three Months Ended December 31, 2015 and 2016

(unaudited)

 

 

 

2015

 

2016

 

% Change

 

Specialty Hospitals

 

 

 

 

 

 

 

Number of hospitals — end of period:

 

 

 

 

 

 

 

Long term acute care hospitals (a)

 

109

 

103

 

 

 

Rehabilitation hospitals (a)

 

18

 

20

 

 

 

Total specialty hospitals

 

127

 

123

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

593,336

 

$

560,221

 

(5.6

)%

 

 

 

 

 

 

 

 

Number of patient days (b)

 

339,614

 

306,776

 

(9.7

)%

 

 

 

 

 

 

 

 

Number of admissions (b)

 

14,218

 

12,840

 

(9.7

)%

 

 

 

 

 

 

 

 

Net revenue per patient day (b)(c)

 

$

1,588

 

$

1,651

 

4.0

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

86,048

 

$

63,752

 

(25.9

)%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

14.5

%

11.4

%

 

 

 

 

 

 

 

 

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period (d)

 

1,038

 

1,611

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

206,178

 

$

249,654

 

21.1

%

 

 

 

 

 

 

 

 

Number of visits (e)

 

1,339,123

 

2,047,646

 

52.9

%

 

 

 

 

 

 

 

 

Revenue per visit (e)(f)

 

$

103

 

$

102

 

(1.0

)%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

23,558

 

$

30,824

 

30.8

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

11.4

%

12.3

%

 

 

 

 

 

 

 

 

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period (g)

 

300

 

300

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

239,424

 

$

236,372

 

(1.3

)%

 

 

 

 

 

 

 

 

Number of visits (g)

 

1,782,647

 

1,731,446

 

(2.9

)%

 

 

 

 

 

 

 

 

Revenue per visit (g)(h)

 

$

115

 

$

119

 

3.5

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

11,518

 

$

24,929

 

116.4

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

4.8

%

10.5

%

 

 

 


(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 Years Ended December 31, 2015 and 2016

(unaudited)

 

 

 

2015

 

2016

 

% Change

 

Specialty Hospitals

 

 

 

 

 

 

 

Number of hospitals — end of period:

 

 

 

 

 

 

 

Long term acute care hospitals (a)

 

109

 

103

 

 

 

Rehabilitation hospitals (a)

 

18

 

20

 

 

 

Total specialty hospitals

 

127

 

123

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

2,346,781

 

$

2,289,482

 

(2.4

)%

 

 

 

 

 

 

 

 

Number of patient days (b)

 

1,373,780

 

1,258,068

 

(8.4

)%

 

 

 

 

 

 

 

 

Number of admissions (b)

 

56,570

 

52,381

 

(7.4

)%

 

 

 

 

 

 

 

 

Net revenue per patient day (b)(c)

 

$

1,569

 

$

1,651

 

5.2

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

327,623

 

$

281,511

 

(14.1

)%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

14.0

%

12.3

%

 

 

 

 

 

 

 

 

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period: (d)

 

1,038

 

1,611

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

810,009

 

$

995,374

 

22.9

%

 

 

 

 

 

 

 

 

Number of visits (e)

 

5,218,532

 

7,799,208

 

49.5

%

 

 

 

 

 

 

 

 

Revenue per visit (e)(f)

 

$

103

 

$

102

 

(1.0

)%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

98,220

 

$

129,830

 

32.2

%

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

12.1

%

13.0

%

 

 

 

 

 

 

 

 

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period (g)

 

300

 

300

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues (,000)

 

$

585,222

 

$

1,000,624

 

N/M

 

 

 

 

 

 

 

 

 

Number of visits (g)

 

4,436,977

 

7,373,751

 

N/M

 

 

 

 

 

 

 

 

 

Revenue per visit (g)(h)

 

$

114

 

$

118

 

3.5

%

 

 

 

 

 

 

 

 

Adjusted EBITDA (,000)

 

$

48,301

 

$

143,009

 

N/M

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

8.3

%

14.3

%

 

 

 


(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. 

N/M = Not Meaningful

 

VIII. Net Income to Adjusted EBITDA Reconciliation

For the Three Months and Years Ended December 31, 2015 and 2016

(In thousands, unaudited)

 

The presentation of Adjusted EBITDA income (loss) 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 units. 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, Concentra acquisition costs, Physiotherapy acquisition costs, non-operating gain (loss), and equity in earnings (losses) of unconsolidated subsidiaries.

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

Non-GAAP Measure Reconciliation

 

2015

 

2016

 

2015

 

2016

 

Net income

 

$

25,847

 

$

20,481

 

$

135,996

 

$

125,270

 

Income tax expense

 

7,388

 

3,879

 

72,436

 

55,464

 

Interest expense

 

33,088

 

42,419

 

112,816

 

170,081

 

Non-operating gain

 

 

(5,557

)

(29,647

)

(42,651

)

Equity in earnings of unconsolidated subsidiaries

 

(4,023

)

(5,477

)

(16,811

)

(19,943

)

Loss on early retirement of debt

 

 

 

 

11,626

 

Income from operations

 

62,300

 

55,745

 

274,790

 

299,847

 

Stock compensation expense:

 

 

 

 

 

 

 

 

 

Included in general and administrative

 

3,560

 

3,836

 

11,633

 

14,607

 

Included in cost of services

 

644

 

653

 

3,046

 

2,806

 

Depreciation and amortization

 

34,313

 

37,424

 

104,981

 

145,311

 

Physiotherapy acquisition costs

 

 

 

 

3,236

 

Concentra acquisition costs

 

 

 

4,715

 

 

Adjusted EBITDA

 

$

100,817

 

$

97,658

 

$

399,165

 

$

465,807

 

 

 

 

 

 

 

 

 

 

 

Specialty hospitals

 

$

86,048

 

$

63,752

 

$

327,623

 

$

281,511

 

Outpatient rehabilitation

 

23,558

 

30,824

 

98,220

 

129,830

 

Concentra

 

11,518

 

24,929

 

48,301

 

143,009

 

Other (a)

 

(20,307

)

(21,847

)

(74,979

)

(88,543

)

Adjusted EBITDA

 

$

100,817

 

$

97,658

 

$

399,165

 

$

465,807

 

 


(a)         Other primarily includes general and administrative costs.

 



 

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

For the Three Months and Years Ended December 31, 2015 and 2016

(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. The Company believes that the presentation of adjusted net income available to common stockholders and adjusted income per common share — diluted shares is important to investors because it is reflective of the financial performance of our ongoing operations and provides 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 an alternative to, or substitute for, net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity.  Because adjusted net income available to common stockholders and adjusted income per common share — diluted shares is not a measurement determined in accordance with GAAP and is 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 table reconciles net income available to common stockholders and income per common share — diluted shares 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 December 31,

 

 

 

2015

 

Per share (a)

 

2016

 

Per share (a)

 

Net income attributable to Select Medical Holdings Corporation

 

$

29,327

 

 

 

$

20,172

 

 

 

Earnings allocated to unvested restricted stockholders

 

898

 

 

 

649

 

 

 

Net income available to common stockholders

 

28,429

 

$

0.22

 

19,523

 

$

0.15

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Non-operating gains

 

 

 

 

(5,557

)

 

 

Estimated income tax expense (b)

 

 

 

 

941

 

 

 

Earnings allocated to unvested restricted stockholders

 

 

 

 

148

 

 

 

Adjusted net income available to common stockholders

 

$

28,429

 

$

0.22

 

$

15,055

 

$

0.12

 

Adjustment for dilution

 

 

 

(0.00

)

 

 

(0.00

)

Adjusted income per common share — diluted shares

 

 

 

$

0.22

 

 

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

127,292

 

 

 

128,274

 

Diluted

 

 

 

127,464

 

 

 

128,436

 

 


(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 years ended December 31, 2015 and 2016 on the next page.

 

 

 

Year Ended December 31,

 

 

 

2015

 

Per share (a)

 

2016

 

Per share (a)

 

Net income attributable to Select Medical Holdings Corporation

 

$

130,736

 

 

 

$

115,411

 

 

 

Earnings allocated to unvested restricted stockholders

 

3,830

 

 

 

3,521

 

 

 

Net income available to common stockholders

 

126,906

 

$

1.00

 

111,890

 

$

0.88

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Non-operating gain:

 

 

 

 

 

 

 

 

 

Gain on sale of contract therapy

 

 

 

 

(33,933

)

 

 

Other non-operating gains

 

(29,647

)

 

 

(8,705

)

 

 

Loss on early retirement of debt (b)

 

 

 

 

6,211

 

 

 

Estimated income tax expense (c)

 

11,419

 

 

 

1,273

 

 

 

Earnings allocated to unvested restricted stockholders

 

534

 

 

 

1,072

 

 

 

Adjusted net income available to common stockholders

 

$

109,212

 

$

0.86

 

$

77,808

 

$

0.61

 

Adjustment for dilution

 

 

 

(0.01

)

 

 

(0.00

)

Adjusted income per common share — diluted shares

 

 

 

$

0.85

 

 

 

$

0.61

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

127,478

 

 

 

127,813

 

Diluted

 

 

 

127,752

 

 

 

127,968

 

 


(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) Includes the loss on early retirement of Concentra’s debt, net of non-controlling interest.

(c)  Represents the estimated tax expense 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 the Company’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

 

$

135

 

$

159

 

Income tax expense

 

90

 

106

 

Interest expense

 

173

 

173

 

Equity in earnings of unconsolidated subsidiaries

 

(23

)

(23

)

Income from operations

 

$

375

 

$

415

 

Stock compensation expense

 

15

 

15

 

Depreciation and amortization

 

150

 

150

 

Adjusted EBITDA

 

$

540

 

$

580