Attached files

file filename
8-K - 8-K - SELECT MEDICAL HOLDINGS CORPa18-12564_28k.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road

 

Mechanicsburg, PA 17055

 

 

 

NYSE Symbol: SEM

 

Select Medical Holdings Corporation Announces Results

For Its First Quarter Ended March 31, 2018

 

MECHANICSBURG, PENNSYLVANIA — May 3, 2018 — Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) today announced results for its first quarter ended March 31, 2018.

 

For the first quarter ended March 31, 2018, net operating revenues increased 14.8% to $1,253.0 million, compared to $1,091.5 million for the same quarter, prior year. Income from operations increased 18.3% to $108.6 million for the first quarter ended March 31, 2018, compared to $91.8 million for the same quarter, prior year. Net income increased 87.5% to $44.0 million for the first quarter ended March 31, 2018, compared to $23.5 million for the same quarter, prior year. Net income for the first quarter ended March 31, 2018 included a pre-tax loss on early retirement of debt of $10.3 million. Net income for the first quarter ended March 31, 2017 included a pre-tax loss on early retirement of debt of $19.7 million. Adjusted EBITDA increased 17.5% to $163.2 million for the first quarter ended March 31, 2018, compared to $138.9 million for the same quarter, prior year. Income per common share increased to $0.25 on a fully diluted basis for the first quarter ended March 31, 2018, compared to $0.12 for the same quarter, prior year. Adjusted income per common share was $0.29 per diluted share for the first quarter ended March 31, 2018, compared to $0.21 for the same quarter, prior year. Adjusted income per common share excludes the loss on early retirement of debt and U.S. HealthWorks acquisition costs and their related tax effects for the first quarter ended March 31, 2018. Adjusted income per common share excludes the loss on early retirement of debt and its related tax effects for the first quarter ended March 31, 2017. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table V of this release. A reconciliation of income per common share to adjusted income per common share is presented in table VI of this release.

 

Company Overview

 

Select Medical began operations in 1997 and has grown to be one of the largest operators of long term acute care hospitals, rehabilitation hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States based on the number of facilities.  As of March 31, 2018, Select Medical operated 99 long term acute care hospitals in 27 states, 24 rehabilitation hospitals in 10 states, and 1,617 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical’s joint venture subsidiary Concentra operated 531 occupational health centers in 41 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. At March 31, 2018, Select Medical had operations in 47 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

 



 

Long Term Acute Care Segment

 

For the first quarter ended March 31, 2018, net operating revenues for the long term acute care segment increased 4.4% to $464.7 million, compared to $445.1 million for the same quarter, prior year. Adjusted EBITDA for the long term acute care segment increased 0.9% to $73.0 million for the first quarter ended March 31, 2018, compared to $72.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the long term acute care segment was 15.7% for the first quarter ended March 31, 2018, compared to 16.3% for the same quarter, prior year. The Adjusted EBITDA results for the long term acute care segment include start-up losses of approximately $0.4 million for the first quarter ended March 31, 2018. The long term acute care segment did not incur start-up losses for the first quarter ended March 31, 2017. Certain long term acute care key statistics for both the first quarters ended March 31, 2018 and 2017 are presented in table IV of this release.

 

Inpatient Rehabilitation Segment

 

For the first quarter ended March 31, 2018, net operating revenues for the inpatient rehabilitation segment increased 20.7% to $174.8 million, compared to $144.8 million for the same quarter, prior year. Adjusted EBITDA for the inpatient rehabilitation segment increased 64.0% to $26.8 million for the first quarter ended March 31, 2018, compared to $16.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the inpatient rehabilitation segment was 15.3% for the first quarter ended March 31, 2018, compared to 11.3% for the same quarter, prior year. The Adjusted EBITDA results for the inpatient rehabilitation segment include start-up losses of approximately $0.8 million for the first quarter ended March 31, 2018, compared to approximately $2.0 million for the same quarter, prior year. Certain inpatient rehabilitation key statistics for both the first quarters ended March 31, 2018 and 2017 are presented in table IV of this release.

 

Outpatient Rehabilitation Segment

 

For the first quarter ended March 31, 2018, net operating revenues for the outpatient rehabilitation segment increased 2.8% to $257.4 million, compared to $250.4 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $30.5 million for the first quarter ended March 31, 2018, compared to $31.4 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 11.9% for the first quarter ended March 31, 2018, compared to 12.5% for the same quarter, prior year. Certain outpatient rehabilitation key statistics for both the first quarters ended March 31, 2018 and 2017 are presented in table IV of this release.

 

Concentra Segment

 

For the first quarter ended March 31, 2018, net operating revenues for the Concentra segment increased 42.1% to $356.1 million, compared to $250.6 million for the same quarter, prior year.  Adjusted EBITDA for the Concentra segment increased 35.7% to $57.8 million for the first quarter ended March 31, 2018, compared to $42.6 million for the same quarter, prior year.  The Adjusted EBITDA margin for the Concentra segment was 16.2% for the first quarter ended March 31, 2018, compared to 17.0% for the same quarter, prior year. Certain Concentra key statistics for both the first quarters ended March 31, 2018 and 2017 are presented in table IV of this release.

 

On February 1, 2018, Concentra acquired all of the issued and outstanding shares of stock of U.S. HealthWorks, Inc. (“U.S. HealthWorks”) an occupational medicine and urgent care service provider which operates approximately 240 centers and onsite clinics. The results for the quarter ended March 31, 2018 include the operations of U.S. HealthWorks effective February 1, 2018. For the period February 1, 2018 through March 31, 2018, U.S. HealthWorks contributed net operating revenues of $89.9 million.

 

Stock Repurchase Program

 

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

 

2



 

Amendment to Senior Secured Credit Facilities

 

On March 22, 2018, Select Medical entered into an amendment to the senior secured credit agreement dated March 6, 2017. The amendment (i) decreases the applicable interest rate on the term loans from the Adjusted LIBO Rate (as defined in the credit agreement and subject to an Adjusted LIBO floor of 1.00%) plus 3.50% to the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75%, or from the Alternative Base Rate (as defined in the credit agreement and subject to an Alternate Base Rate floor of 2.00%) plus 2.50% to the Alternative Base Rate plus a percentage ranging from 1.50% to 1.75%, in each case based on Select Medical’s total net leverage ratio (as defined in the credit agreement); (ii) decreases the applicable interest rate on the loans outstanding under the revolving facility from the Adjusted LIBO Rate plus a percentage ranging from 3.00% to 3.25% to the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75%, or from the Alternative Base Rate plus a percentage ranging from 2.00% to 2.25% to the Alternative Base Rate plus a percentage ranging from 1.50% to 1.75%, in each case based on Select Medical’s total net leverage ratio; (iii) extends the maturity date for the term loans from March 6, 2024 to March 6, 2025; and (iv) makes certain other technical amendments to the credit agreement as set forth therein.

 

Business Outlook

 

Select Medical reaffirms its 2018 business outlook, provided in its January 8, 2018 press release, for net operating revenues and Adjusted EBITDA. Select Medical continues to expect consolidated net operating revenues for the full year 2018 to be in the range of $5.0 billion to $5.2 billion. Select Medical continues to expect Adjusted EBITDA for the full year 2018 to be in the range of $630.0 million to $660.0 million. Select Medical is adjusting its 2018 business outlook for fully diluted income per common share to include the first quarter 2018 loss on early retirement of debt and U.S. HealthWorks acquisition costs and their related tax effects. Select Medical now expects fully diluted income per common share for the full year 2018 to be in the range of $0.93 to $1.08. Select Medical expects adjusted income per common share to be in the range of $0.97 to $1.12. Adjusted income per common share excludes the loss on early retirement of debt and U.S. HealthWorks acquisition costs and their related tax effects.

 

Conference Call

 

Select Medical will host a conference call regarding its first quarter results, as well as its business outlook, on Friday, May 4, 2018, at 9:00am ET. The domestic dial in number for the call is 1-866-440-2669. The international dial in number is 1-409-220-9844. The conference ID for the call is 2793449. 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 ET, March 11, 2018. The replay number is 1-855-859-2056 (domestic) or 1-404-537-3406 (international). The passcode for the replay will be 2793449. The replay can also be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

 

*   *   *   *   *

 

3



 

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 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 failure of our long term acute care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our net operating revenues and profitability to decline;

 

·                     the failure of our long term acute care hospitals and inpatient rehabilitation 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 acquisition of U.S. HealthWorks by Concentra 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;

 

·                     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 quarterly reports on Form 10-Q and of the annual report on Form 10-K for the year ended December 31, 2017.

 

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:

 

4



 

Joel T. Veit

Senior Vice President and Treasurer

717-972-1100

ir@selectmedical.com

 

SOURCE: Select Medical Holdings Corporation

 

5



 

I.  Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2017 and 2018

(In thousands, except per share amounts, unaudited)

 

 

 

2017(1)

 

2018

 

% Change

 

Net operating revenues

 

$

1,091,517

 

$

1,252,964

 

14.8

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

929,138

 

1,065,813

 

14.7

 

General and administrative

 

28,075

 

31,782

 

13.2

 

Depreciation and amortization

 

42,539

 

46,771

 

9.9

 

 

 

 

 

 

 

 

 

Income from operations

 

91,765

 

108,598

 

18.3

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

(19,719

)

(10,255

)

N/M

 

Equity in earnings of unconsolidated subsidiaries

 

5,521

 

4,697

 

(14.9

)

Non-operating gain (loss)

 

(49

)

399

 

N/M

 

Interest expense

 

(40,853

)

(47,163

)

15.4

 

 

 

 

 

 

 

 

 

Income before income taxes

 

36,665

 

56,276

 

53.5

 

 

 

 

 

 

 

 

 

Income tax expense

 

13,202

 

12,294

 

(6.9

)

 

 

 

 

 

 

 

 

Net income

 

23,463

 

43,982

 

87.5

 

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

7,593

 

10,243

 

34.9

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical

 

$

15,870

 

$

33,739

 

112.6

%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(2):

 

 

 

 

 

 

 

Basic

 

128,464

 

129,691

 

 

 

Diluted

 

128,628

 

129,816

 

 

 

 

 

 

 

 

 

 

 

Income per common share(2):

 

 

 

 

 

 

 

Basic

 

$

0.12

 

$

0.25

 

 

 

Diluted

 

$

0.12

 

$

0.25

 

 

 

 


(1)              The financial results for the first quarter ended March 31, 2017 were retrospectively conformed to reflect the adoption of Topic 606, Revenue from Contracts with Customers.

(2)              Under the two-class method for calculating income per common share, unvested restricted stock is a separate, participating class. Income per common share and weighted average common shares outstanding exclude amounts attributed to the unvested restricted class of stockholders. Net income allocated to the unvested restricted stockholders was $1.1 million and $0.5 million for the three months ended March 31, 2018 and 2017, respectively.  Unvested restricted weighted average shares were 4,416 thousand and 4,242 thousand for the three months ended March 31, 2018 and 2017, respectively.

 

N/M = Not Meaningful

 

6



 

II.  Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

 

 

December 31, 2017

 

March 31, 2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

122,549

 

$

119,683

 

 

 

 

 

 

 

Accounts receivable

 

691,732

 

806,391

 

 

 

 

 

 

 

Other current assets

 

106,545

 

115,267

 

 

 

 

 

 

 

Total Current Assets

 

920,826

 

1,041,341

 

 

 

 

 

 

 

Property and equipment, net

 

912,591

 

973,483

 

 

 

 

 

 

 

Goodwill

 

2,782,812

 

3,318,611

 

 

 

 

 

 

 

Identifiable intangible assets, net

 

326,519

 

424,647

 

 

 

 

 

 

 

Other assets

 

184,418

 

210,561

 

 

 

 

 

 

 

Total Assets

 

$

5,127,166

 

$

5,968,643

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

Payables and accruals

 

$

583,216

 

$

603,232

 

 

 

 

 

 

 

Current portion of long-term debt and notes payable

 

22,187

 

22,499

 

 

 

 

 

 

 

Total Current Liabilities

 

605,403

 

625,731

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

2,677,715

 

3,478,021

 

 

 

 

 

 

 

Non-current deferred tax liability

 

124,917

 

125,020

 

 

 

 

 

 

 

Other non-current liabilities

 

145,709

 

167,120

 

 

 

 

 

 

 

Total Liabilities

 

3,553,744

 

4,395,892

 

 

 

 

 

 

 

Redeemable non-controlling interests

 

640,818

 

607,474

 

 

 

 

 

 

 

Total equity

 

932,604

 

965,277

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

5,127,166

 

$

5,968,643

 

 

7



 

III.  Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2017 and 2018

(In thousands, unaudited)

 

 

 

2017

 

2018

 

Operating activities

 

 

 

 

 

Net income

 

$

23,463

 

$

43,982

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

4,911

 

1,364

 

Depreciation and amortization

 

42,539

 

46,771

 

Provision for bad debts

 

781

 

85

 

Equity in earnings of unconsolidated subsidiaries

 

(5,521

)

(4,697

)

Loss on extinguishment of debt

 

6,527

 

412

 

Gain on sale of assets and businesses

 

(4,609

)

(513

)

Stock compensation expense

 

4,586

 

4,927

 

Amortization of debt discount, premium and issuance costs

 

3,422

 

3,136

 

Deferred income taxes

 

(3,425

)

78

 

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

 

 

 

 

 

Accounts receivable

 

(118,269

)

(45,811

)

Other current assets

 

(7,621

)

(8,945

)

Other assets

 

(48

)

16,633

 

Accounts payable and accrued expenses

 

(18,017

)

(18,533

)

Income taxes

 

15,420

 

11,838

 

Net cash provided by (used in) operating activities

 

(55,861

)

50,727

 

Investing activities

 

 

 

 

 

Business combinations, net of cash acquired

 

(9,566

)

(515,359

)

Purchases of property and equipment

 

(50,653

)

(39,617

)

Investment in businesses

 

(500

)

(1,754

)

Proceeds from sale of assets and businesses

 

19,512

 

691

 

Net cash used in investing activities

 

(41,207

)

(556,039

)

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

530,000

 

165,000

 

Payments on revolving facilities

 

(415,000

)

(150,000

)

Proceeds from term loans

 

1,139,822

 

779,904

 

Payments on term loans

 

(1,170,817

)

(2,875

)

Revolving facility debt issuance costs

 

(3,887

)

(1,333

)

Borrowings of other debt

 

6,571

 

11,600

 

Principal payments on other debt

 

(5,275

)

(5,909

)

Repurchase of common stock

 

(156

)

(122

)

Proceeds from exercise of stock options

 

617

 

738

 

Decrease in overdrafts

 

(17,062

)

(7,916

)

Proceeds from issuance of non-controlling interests

 

2,094

 

 

Distributions to non-controlling interests

 

(3,657

)

(286,641

)

Net cash provided by financing activities

 

63,250

 

502,446

 

Net decrease in cash and cash equivalents

 

(33,818

)

(2,866

)

Cash and cash equivalents at beginning of period

 

99,029

 

122,549

 

Cash and cash equivalents at end of period

 

$

65,211

 

$

119,683

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

38,565

 

$

35,233

 

Cash paid for taxes

 

$

1,207

 

$

376

 

Non-cash equity exchange for acquisition of U.S. HealthWorks

 

$

 

$

238,000

 

 

8



 

IV.  Key Statistics

For the Three Months Ended March 31, 2017 and 2018

(unaudited)

 

 

 

2017(e)

 

2018

 

% Change

 

Long Term Acute Care

 

 

 

 

 

 

 

Number of hospitals — end of period (a)

 

102

 

99

 

 

 

Net operating revenues (,000)

 

$

445,123

 

$

464,676

 

4.4

%

Number of patient days (b)

 

255,097

 

265,840

 

4.2

%

Number of admissions (b)

 

9,309

 

9,833

 

5.6

%

Net revenue per patient day (b)(c)

 

$

1,731

 

$

1,730

 

(0.1

)%

Adjusted EBITDA (,000)

 

$

72,337

 

$

72,972

 

0.9

%

Adjusted EBITDA margin

 

16.3

%

15.7

%

 

 

Inpatient Rehabilitation

 

 

 

 

 

 

 

Number of hospitals — end of period (a)

 

20

 

24

 

 

 

Net operating revenues (,000)

 

$

144,825

 

$

174,774

 

20.7

%

Number of patient days (b)

 

62,268

 

76,890

 

23.5

%

Number of admissions (b)

 

4,376

 

5,394

 

23.3

%

Net revenue per patient day (b)(c)

 

$

1,517

 

$

1,623

 

7.0

%

Adjusted EBITDA (,000)

 

$

16,328

 

$

26,776

 

64.0

%

Adjusted EBITDA margin

 

11.3

%

15.3

%

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period (a)

 

1,610

 

1,617

 

 

 

Net operating revenues (,000)

 

$

250,371

 

$

257,381

 

2.8

%

Number of visits (b)

 

2,075,790

 

2,067,465

 

(0.4

)%

Revenue per visit (b)(d)

 

$

99

 

$

103

 

4.0

%

Adjusted EBITDA (,000)

 

$

31,351

 

$

30,525

 

(2.6

)%

Adjusted EBITDA margin

 

12.5

%

11.9

%

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period (b)

 

308

 

531

 

 

 

Net operating revenues (,000)

 

$

250,589

 

$

356,116

 

42.1

%

Number of visits (b)

 

1,886,815

 

2,596,059

 

37.6

%

Revenue per visit (b)(d)

 

$

116

 

$

124

 

6.9

%

Adjusted EBITDA (,000)

 

$

42,592

 

$

57,797

 

35.7

%

Adjusted EBITDA margin

 

17.0

%

16.2

%

 

 

 


(a)         Includes managed locations.

(b)         Excludes managed locations. For purposes of our Concentra segment, onsite clinics and community-based outpatient clinics are excluded.

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

(d)         Net revenue per visit is calculated by dividing direct patient service revenue by the total number of visits.  For purposes of this computation for our outpatient rehabilitation segment, direct patient service revenue does not include managed clinics. For purposes of this computation for our Concentra segment, direct patient service revenue does not include onsite clinics and community-based outpatient clinics.

(e)          The financial results for the first quarter ended March 31, 2017 have been recast to conform to the current segment reporting structure and to reflect the adoption of Topic 606, Revenue from Contracts with Customers.

 

9



 

V. Net Income to Adjusted EBITDA Reconciliation

For the Three Months Ended March 31, 2017 and 2018

(In thousands, unaudited)

 

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

 

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

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

2018

 

Net income

 

$

23,463

 

$

43,982

 

Income tax expense

 

13,202

 

12,294

 

Interest expense

 

40,853

 

47,163

 

Non-operating loss (gain)

 

49

 

(399

)

Equity in earnings of unconsolidated subsidiaries

 

(5,521

)

(4,697

)

Loss on early retirement of debt

 

19,719

 

10,255

 

Income from operations

 

91,765

 

108,598

 

Stock compensation expense:

 

 

 

 

 

Included in general and administrative

 

3,749

 

3,990

 

Included in cost of services

 

837

 

937

 

Depreciation and amortization

 

42,539

 

46,771

 

U.S. HealthWorks acquisition costs

 

 

2,936

 

Adjusted EBITDA

 

$

138,890

 

$

163,232

 

 

 

 

 

 

 

Long term acute care

 

$

72,337

 

$

72,972

 

Inpatient rehabilitation

 

16,328

 

26,776

 

Outpatient rehabilitation

 

31,351

 

30,525

 

Concentra

 

42,592

 

57,797

 

Other (a)

 

(23,718

)

(24,838

)

Adjusted EBITDA

 

$

138,890

 

$

163,232

 

 


(a)         Other primarily includes general and administrative costs.

 

10



 

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

For the Three Months Ended March 31, 2017 and 2018

(In thousands, except per share amounts, unaudited)

 

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

 

The following tables reconcile net income available to common stockholders and income per common share to adjusted net income available to common stockholders and adjusted income per common share — diluted shares for Select Medical.

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

Per Share(a)

 

2018(b)(c)

 

Per Share(a)

 

Net income attributable to Select Medical

 

$

15,870

 

 

 

$

33,739

 

 

 

Earnings allocated to unvested restricted stockholders

 

507

 

 

 

1,111

 

 

 

Net income available to common stockholders

 

$

15,363

 

$

0.12

 

$

32,628

 

$

0.25

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

19,719

 

 

 

7,324

 

 

 

U.S. HealthWorks acquisition costs

 

 

 

 

1,745

 

 

 

Estimated income tax benefit (d)

 

(7,796

)

 

 

(3,478

)

 

 

Earnings allocated to unvested restricted stockholders

 

(381

)

 

 

(184

)

 

 

Adjusted net income available to common stockholders

 

$

26,905

 

$

0.21

 

$

38,035

 

$

0.29

 

Adjustment for dilution

 

 

 

0.00

 

 

 

0.00

 

Adjusted income per common share — diluted shares

 

 

 

$

0.21

 

 

 

$

0.29

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

128,464

 

 

 

129,691

 

Diluted

 

 

 

128,628

 

 

 

129,816

 

 


(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)         For the three months ended March 31, 2018, the loss on early retirement is comprised of losses related to both the Select credit facilities and Concentra credit facilities. The loss on early retirement of debt related to the Concentra credit facilities is net of non-controlling interest.

(c)          For the three months ended March 31, 2018, the U.S. HealthWorks acquisition costs recognized by Concentra are net of non-controlling interest.

(d)         Represents the estimated income tax impacts on the adjustments to net income.

 

11



 

VII. Net Income to Adjusted EBITDA and Income per Common Share to Adjusted Income per Common Share Reconciliations

Business Outlook for the Year Ending December 31, 2018

(In millions, unaudited)

 

The following are reconciliations of full year 2018 Adjusted EBITDA and adjusted income per common share - diluted shares expectations as computed at the low and high points of the range to the closest comparable GAAP financial measure.  Refer to table V and table VI for a discussion of Select Medical’s use of Adjusted EBITDA and adjusted income per common share - diluted shares in evaluating financial performance. Refer to table V for the definition of Adjusted EBITDA. Each item presented in the below tables are estimations of full year 2018 expectations.

 

 

 

Range

 

 

 

Low

 

High

 

Non-GAAP Measure Reconciliation

 

 

 

 

 

Net income attributable to Select Medical

 

$

125

 

$

145

 

Net income attributable to non-controlling interests

 

41

 

43

 

Net income

 

166

 

188

 

Income tax expense

 

65

 

73

 

Interest expense

 

206

 

206

 

Equity in earnings of unconsolidated subsidiaries

 

(22

)

(22

)

Loss on early retirement of debt

 

10

 

10

 

Income from operations

 

425

 

455

 

Stock compensation expense

 

21

 

21

 

Depreciation and amortization

 

181

 

181

 

U.S. HealthWorks acquisition costs

 

3

 

3

 

Adjusted EBITDA

 

$

630

 

$

660

 

 

 

 

Range

 

 

 

Low

 

High

 

Non-GAAP Measure Reconciliation

 

 

 

 

 

Income per common share - diluted shares

 

$

0.93

 

$

1.08

 

Adjustments:

 

 

 

 

 

Loss on early retirement of debt

 

0.03

 

0.03

 

U.S. HealthWorks acquisition costs

 

0.01

 

0.01

 

Adjusted income per common share - diluted shares

 

$

0.97

 

$

1.12

 

 

12