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8-K - 8-K - SELECT MEDICAL HOLDINGS CORPa18-18177_18k.htm

Exhibit 99.1

 

 

 

 

FOR IMMEDIATE RELEASE

4714 Gettysburg Road

 

Mechanicsburg, PA 17055

 

 

 

NYSE Symbol: SEM

 

Select Medical Holdings Corporation Announces Results

For Its Second Quarter Ended June 30, 2018

 

MECHANICSBURG, PENNSYLVANIA — August 2, 2018 — Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) today announced results for its second quarter ended June 30, 2018.

 

For the second quarter ended June 30, 2018, net operating revenues increased 17.6% to $1,296.2 million, compared to $1,102.5 million for the same quarter, prior year. Income from operations increased 4.2% to $120.6 million for the second quarter ended June 30, 2018, compared to $115.7 million for the same quarter, prior year. Net income increased 18.0% to $60.6 million for the second quarter ended June 30, 2018, compared to $51.3 million for the same quarter, prior year. Net income for the second quarter ended June 30, 2018 included pre-tax non-operating gains of $6.5 million. Adjusted EBITDA increased 12.3% to $178.2 million for the second quarter ended June 30, 2018, compared to $158.7 million for the same quarter, prior year. Income per common share increased to $0.35 on a fully diluted basis for the second quarter ended June 30, 2018, compared to $0.32 for the same quarter, prior year. Adjusted income per common share was $0.31 per diluted share for the second quarter ended June 30, 2018, compared to $0.32 for the same quarter, prior year. Adjusted income per common share excludes the non-operating gains and their related tax effects for the second quarter ended June 30, 2018. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table VIII of this release. A reconciliation of income per common share to adjusted income per common share is presented in table IX of this release.

 

For the six months ended June 30, 2018, net operating revenues increased 16.2% to $2,549.2 million, compared to $2,194.0 million for the same period, prior year. Income from operations increased 10.5% to $229.2 million for the six months ended June 30, 2018, compared to $207.4 million for the same period, prior year. Net income increased 39.8% to $104.5 million for the six months ended June 30, 2018, compared to $74.8 million for the same period, prior year. Net income for the six months ended June 30, 2018 included a pre-tax loss on early retirement of debt of $10.3 million and pre-tax non-operating gains of $6.9 million. Net income for the six months ended June 30, 2017 included a pre-tax loss on early retirement of debt of $19.7 million. Adjusted EBITDA increased 14.7% to $341.5 million for the six months ended June 30, 2018, compared to $297.6 million for the same period, prior year. Income per common share increased to $0.60 on a fully diluted basis for the six months ended June 30, 2018, compared to $0.44 for the same period, prior year. Adjusted income per common share was $0.60 per diluted share for the six months ended June 30, 2018, compared to $0.53 for the same period, prior year. Adjusted income per common share excludes the loss on early retirement of debt, non-operating gains, and U.S. HealthWorks acquisition costs and their related tax effects for the six months ended June 30, 2018. Adjusted income per common share excludes the loss on early retirement of debt and its related tax effects for the six months ended June 30, 2017. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table VIII of this release. A reconciliation of income per common share to adjusted income per common share is presented in table IX of this release.

 



 

Company Overview

 

Select Medical is one of the largest operators of critical illness recovery hospitals (previously referred to as long term acute care hospitals), rehabilitation hospitals (previously referred to as inpatient rehabilitation facilities), outpatient rehabilitation clinics, and occupational health centers in the United States based on the number of facilities.   Our reportable segments include the critical illness recovery hospital segment, rehabilitation hospital segment, outpatient rehabilitation segment, and Concentra segment. As of June 30, 2018, Select Medical operated 98 critical illness recovery hospitals in 27 states, 26 rehabilitation hospitals in 11 states, and 1,638 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical’s joint venture subsidiary Concentra operated 527 occupational health centers in 41 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. At June 30, 2018, Select Medical had operations in 47 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

 

Critical Illness Recovery Hospital Segment

 

For the second quarter ended June 30, 2018, net operating revenues for the critical illness recovery hospital segment (previously referred to as the long term acute care segment) increased 0.7% to $442.5 million, compared to $439.2 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $60.7 million for the second quarter ended June 30, 2018, compared to $75.0 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 13.7% for the second quarter ended June 30, 2018, compared to 17.1% for the same quarter, prior year.  Certain critical illness recovery hospital key statistics for both the second quarters ended June 30, 2018 and 2017 are presented in table VI of this release.

 

For the six months ended June 30, 2018, net operating revenues for the critical illness recovery hospital segment increased 2.6% to $907.1 million, compared to $884.3 million for the same period, prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $133.7 million for the six months ended June 30, 2018, compared to $147.4 million for the same period, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 14.7% for the six months ended June 30, 2018, compared to 16.7% for the same period, prior year. Certain critical illness recovery hospital key statistics for both the six months ended June 30, 2018 and 2017 are presented in table VII of this release.

 

Rehabilitation Hospital Segment

 

For the second quarter ended June 30, 2018, net operating revenues for the rehabilitation hospital segment (previously referred to as the inpatient rehabilitation segment) increased 14.8% to $173.8 million, compared to $151.4 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 21.9% to $28.2 million for the second quarter ended June 30, 2018, compared to $23.1 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 16.2% for the second quarter ended June 30, 2018, compared to 15.3% for the same quarter, prior year. The Adjusted EBITDA results for the rehabilitation hospital segment include start-up losses of approximately $2.1 million for the second quarter ended June 30, 2018, compared to approximately $1.2 million for the same quarter, prior year. Certain rehabilitation hospital key statistics for both the second quarters ended June 30, 2018 and 2017 are presented in table VI of this release.

 

For the six months ended June 30, 2018, net operating revenues for the rehabilitation hospital segment increased 17.7% to $348.5 million, compared to $296.2 million for the same period, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 39.3% to $55.0 million for the six months ended June 30, 2018, compared to $39.5 million for the same period, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 15.8% for the six months ended June 30, 2018, compared to 13.3% for the same period, prior year. The Adjusted EBITDA results for the rehabilitation hospital segment include start-up losses of approximately $3.0 million for the six months ended June 30, 2018, compared to approximately $3.2 million for the same period, prior year. Certain rehabilitation hospital key statistics for both the six months ended June 30, 2018 and 2017 are presented in table VII of this release.

 

2



 

Outpatient Rehabilitation Segment

 

For the second quarter ended June 30, 2018, net operating revenues for the outpatient rehabilitation segment increased 4.8% to $267.2 million, compared to $255.0 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $41.9 million for both the second quarters ended June 30, 2018 and 2017. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 15.7% for the second quarter ended June 30, 2018, compared to 16.4% for the same quarter, prior year. Certain outpatient rehabilitation key statistics for both the second quarters ended June 30, 2018 and 2017 are presented in table VI of this release.

 

For the six months ended June 30, 2018, net operating revenues for the outpatient rehabilitation segment increased 3.8% to $524.6 million, compared to $505.4 million for the same period, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $72.5 million for the six months ended June 30, 2018, compared to $73.3 million for the same period, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 13.8% for the six months ended June 30, 2018, compared to 14.5% for the same period, prior year. Certain outpatient rehabilitation key statistics for both the six months ended June 30, 2018 and 2017 are presented in table VII of this release.

 

Concentra Segment

 

The financial results of the Concentra segment include U.S. HealthWorks beginning February 1, 2018.

 

For the second quarter ended June 30, 2018, net operating revenues for the Concentra segment increased 60.7% to $412.8 million, compared to $256.9 million for the same quarter, prior year.  For the second quarter ended June 30, 2018, U.S. HealthWorks contributed net operating revenues of $139.4 million. Adjusted EBITDA for the Concentra segment increased 68.5% to $72.6 million for the second quarter ended June 30, 2018, compared to $43.1 million for the same quarter, prior year.  The Adjusted EBITDA margin for the Concentra segment was 17.6% for the second quarter ended June 30, 2018, compared to 16.8% for the same quarter, prior year. Certain Concentra key statistics for both the second quarters ended June 30, 2018 and 2017 are presented in table VI of this release.

 

For the six months ended June 30, 2018, net operating revenues for the Concentra segment increased 51.5% to $768.9 million, compared to $507.5 million for the same period, prior year.  For the period February 1, 2018 through June 30, 2018, U.S. HealthWorks contributed net operating revenues of $229.4 million. Adjusted EBITDA for the Concentra segment increased 52.2% to $130.4 million for the six months ended June 30, 2018, compared to $85.7 million for the same period, prior year.  The Adjusted EBITDA margin for the Concentra segment was 17.0% for the six months ended June 30, 2018, compared to 16.9% for the same period, prior year. Certain Concentra key statistics for both the six months ended June 30, 2018 and 2017 are presented in table VII of this release.

 

Stock Repurchase Program

 

Select Medical did not repurchase shares during the second quarter ended June 30, 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 June 30, 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.

 

3



 

Business Outlook

 

Select Medical reaffirms its 2018 business outlook, most recently provided in its May 3, 2018 first quarter earnings press release, for net operating revenues, Adjusted EBITDA, and adjusted income per common share. 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 second quarter 2018 non-operating gains and its related tax effects. Select Medical now expects fully diluted income per common share for the full year 2018 to be in the range of $0.97 to $1.12. Select Medical also continues to expect 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, U.S. HealthWorks acquisition costs, and non-operating gain (loss) and their related tax effects.

 

Conference Call

 

Select Medical will host a conference call regarding its second quarter results, as well as its business outlook, on Friday, August 3, 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 9372416. 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, August 10, 2018. The replay number is 1-855-859-2056 (domestic) or 1-404-537-3406 (international). The passcode for the replay will be 9372416. The replay can also be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

 

*   *   *   *   *

 

4



 

Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995).  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 Medicare-certified long term 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 Medicare-certified long term 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 Medicare-certified long term care hospitals and inpatient rehabilitation facilities operated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our 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.

 

5



 

Investor inquiries:

 

Joel T. Veit

Senior Vice President and Treasurer

717-972-1100

ir@selectmedical.com

 

SOURCE: Select Medical Holdings Corporation

 

6



 

I.  Condensed Consolidated Statements of Operations

For the Three Months Ended June 30, 2017 and 2018

(In thousands, except per share amounts, unaudited)

 

 

 

2017(1)

 

2018

 

% Change

 

Net operating revenues

 

$

1,102,465

 

$

1,296,210

 

17.6

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

920,194

 

1,094,731

 

19.0

 

General and administrative

 

28,275

 

29,194

 

3.3

 

Depreciation and amortization

 

38,333

 

51,724

 

34.9

 

 

 

 

 

 

 

 

 

Income from operations

 

115,663

 

120,561

 

4.2

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated subsidiaries

 

5,666

 

4,785

 

(15.5

)

Non-operating gain

 

 

6,478

 

N/M

 

Interest expense

 

(37,655

)

(50,159

)

33.2

 

 

 

 

 

 

 

 

 

Income before income taxes

 

83,674

 

81,665

 

(2.4

)

 

 

 

 

 

 

 

 

Income tax expense

 

32,374

 

21,106

 

(34.8

)

 

 

 

 

 

 

 

 

Net income

 

51,300

 

60,559

 

18.0

 

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

9,245

 

14,048

 

52.0

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical

 

$

42,055

 

$

46,511

 

10.6

%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(2):

 

 

 

 

 

 

 

Basic

 

128,624

 

129,830

 

 

 

Diluted

 

128,777

 

129,924

 

 

 

 

 

 

 

 

 

 

 

Income per common share(2):

 

 

 

 

 

 

 

Basic

 

$

0.32

 

$

0.35

 

 

 

Diluted

 

$

0.32

 

$

0.35

 

 

 

 


(1)                                 The financial results for the second quarter ended June 30, 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 $1.5 million and $1.3 million for the three months ended June 30, 2018 and 2017, respectively.  Unvested restricted weighted average shares were 4,379 thousand and 4,235 thousand for the three months ended June 30, 2018 and 2017, respectively.

 

N/M —  Not Meaningful

 

7



 

II.  Condensed Consolidated Statements of Operations

For the Six Months Ended June 30, 2017 and 2018

(In thousands, except per share amounts, unaudited)

 

 

 

2017(1)

 

2018

 

% Change

 

Net operating revenues

 

$

2,193,982

 

$

2,549,174

 

16.2

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

1,849,332

 

2,160,544

 

16.8

 

General and administrative

 

56,350

 

60,976

 

8.2

 

Depreciation and amortization

 

80,872

 

98,495

 

21.8

 

 

 

 

 

 

 

 

 

Income from operations

 

207,428

 

229,159

 

10.5

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

(19,719

)

(10,255

)

N/M

 

Equity in earnings of unconsolidated subsidiaries

 

11,187

 

9,482

 

(15.2

)

Non-operating gain (loss)

 

(49

)

6,877

 

N/M

 

Interest expense

 

(78,508

)

(97,322

)

24.0

 

 

 

 

 

 

 

 

 

Income before income taxes

 

120,339

 

137,941

 

14.6

 

 

 

 

 

 

 

 

 

Income tax expense

 

45,576

 

33,400

 

(26.7

)

 

 

 

 

 

 

 

 

Net income

 

74,763

 

104,541

 

39.8

 

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

16,838

 

24,291

 

44.3

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical

 

$

57,925

 

$

80,250

 

38.5

%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(2):

 

 

 

 

 

 

 

Basic

 

128,544

 

129,761

 

 

 

Diluted

 

128,703

 

129,871

 

 

 

 

 

 

 

 

 

 

 

Income per common share(2):

 

 

 

 

 

 

 

Basic

 

$

0.44

 

$

0.60

 

 

 

Diluted

 

$

0.44

 

$

0.60

 

 

 

 


(1)                                 The financial results for the six months ended June 30, 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 $2.6 million and $1.8 million for the six months ended June 30, 2018 and 2017, respectively.  Unvested restricted weighted average shares were 4,397 thousand and 4,238 thousand for the six months ended June 30, 2018 and 2017, respectively.

 

N/M —  Not Meaningful

 

8



 

III.  Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

 

 

December 31, 2017

 

June 30, 2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

122,549

 

$

141,029

 

 

 

 

 

 

 

Accounts receivable

 

691,732

 

775,610

 

 

 

 

 

 

 

Other current assets

 

106,545

 

102,703

 

 

 

 

 

 

 

Total Current Assets

 

920,826

 

1,019,342

 

 

 

 

 

 

 

Property and equipment, net

 

912,591

 

965,844

 

 

 

 

 

 

 

Goodwill

 

2,782,812

 

3,314,606

 

 

 

 

 

 

 

Identifiable intangible assets, net

 

326,519

 

451,932

 

 

 

 

 

 

 

Other assets

 

184,418

 

213,076

 

 

 

 

 

 

 

Total Assets

 

$

5,127,166

 

$

5,964,800

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

Payables and accruals

 

$

583,216

 

$

602,832

 

 

 

 

 

 

 

Current portion of long-term debt and notes payable

 

22,187

 

24,479

 

 

 

 

 

 

 

Total Current Liabilities

 

605,403

 

627,311

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

2,677,715

 

3,386,209

 

 

 

 

 

 

 

Non-current deferred tax liability

 

124,917

 

150,694

 

 

 

 

 

 

 

Other non-current liabilities

 

145,709

 

172,427

 

 

 

 

 

 

 

Total Liabilities

 

3,553,744

 

4,336,641

 

 

 

 

 

 

 

Redeemable non-controlling interests

 

640,818

 

616,232

 

 

 

 

 

 

 

Total equity

 

932,604

 

1,011,927

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

5,127,166

 

$

5,964,800

 

 

9



 

IV.  Condensed Consolidated Statements of Cash Flows

For the Three Months Ended June 30, 2017 and 2018

(In thousands, unaudited)

 

 

 

2017

 

2018

 

Operating activities

 

 

 

 

 

Net income

 

$

51,300

 

$

60,559

 

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

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

6,022

 

6,466

 

Depreciation and amortization

 

38,333

 

51,724

 

Provision for bad debts

 

(36

)

17

 

Equity in earnings of unconsolidated subsidiaries

 

(5,666

)

(4,785

)

Loss on extinguishment of debt

 

 

72

 

Gain on sale of assets and businesses

 

(4,914

)

(6,467

)

Stock compensation expense

 

4,684

 

5,984

 

Amortization of debt discount, premium and issuance costs

 

2,552

 

3,350

 

Deferred income taxes

 

1,951

 

(1,769

)

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

 

 

 

 

 

Accounts receivable

 

(22,680

)

40,037

 

Other current assets

 

2,064

 

5,934

 

Other assets

 

4,669

 

(9,949

)

Accounts payable and accrued expenses

 

13,943

 

14,278

 

Income taxes

 

3,979

 

772

 

Net cash provided by operating activities

 

96,201

 

166,223

 

Investing activities

 

 

 

 

 

Business combinations, net of cash acquired

 

(8,942

)

(2,345

)

Purchases of property and equipment

 

(54,649

)

(42,031

)

Investment in businesses

 

(9,374

)

(1,537

)

Proceeds from sale of assets and businesses

 

15,040

 

5,981

 

Net cash used in investing activities

 

(57,925

)

(39,932

)

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

100,000

 

100,000

 

Payments on revolving facilities

 

(135,000

)

(195,000

)

Payments on term loans

 

(2,875

)

(2,875

)

Debt issuance costs

 

(840

)

 

Borrowings of other debt

 

2,873

 

8,328

 

Principal payments on other debt

 

(5,162

)

(5,612

)

Repurchase of common stock

 

(444

)

(767

)

Proceeds from exercise of stock options

 

346

 

882

 

Increase in overdrafts

 

11,834

 

1,745

 

Proceeds from issuance of non-controlling interests

 

1,459

 

2,926

 

Distributions to non-controlling interests

 

(1,879

)

(14,572

)

Net cash used in financing activities

 

(29,688

)

(104,945

)

Net increase in cash and cash equivalents

 

8,588

 

21,346

 

Cash and cash equivalents at beginning of period

 

65,211

 

119,683

 

Cash and cash equivalents at end of period

 

$

73,799

 

$

141,029

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

38,085

 

$

62,105

 

Cash paid for taxes

 

$

26,419

 

$

22,104

 

 

10



 

V.  Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2017 and 2018

(In thousands, unaudited)

 

 

 

2017

 

2018

 

Operating activities

 

 

 

 

 

Net income

 

$

74,763

 

$

104,541

 

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

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

10,933

 

7,830

 

Depreciation and amortization

 

80,872

 

98,495

 

Provision for bad debts

 

745

 

102

 

Equity in earnings of unconsolidated subsidiaries

 

(11,187

)

(9,482

)

Loss on extinguishment of debt

 

6,527

 

484

 

Gain on sale of assets and businesses

 

(9,523

)

(6,980

)

Stock compensation expense

 

9,270

 

10,911

 

Amortization of debt discount, premium and issuance costs

 

5,974

 

6,486

 

Deferred income taxes

 

(1,474

)

(1,691

)

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

 

 

 

 

 

Accounts receivable

 

(140,949

)

(5,774

)

Other current assets

 

(5,557

)

(3,011

)

Other assets

 

4,621

 

6,684

 

Accounts payable and accrued expenses

 

(4,074

)

(4,255

)

Income taxes

 

19,399

 

12,610

 

Net cash provided by operating activities

 

40,340

 

216,950

 

Investing activities

 

 

 

 

 

Business combinations, net of cash acquired

 

(18,508

)

(517,704

)

Purchases of property and equipment

 

(105,302

)

(81,648

)

Investment in businesses

 

(9,874

)

(3,291

)

Proceeds from sale of assets and businesses

 

34,552

 

6,672

 

Net cash used in investing activities

 

(99,132

)

(595,971

)

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

630,000

 

265,000

 

Payments on revolving facilities

 

(550,000

)

(345,000

)

Proceeds from term loans

 

1,139,487

 

779,904

 

Payments on term loans

 

(1,173,692

)

(5,750

)

Debt issuance costs

 

(4,392

)

(1,333

)

Borrowings of other debt

 

9,444

 

19,928

 

Principal payments on other debt

 

(10,437

)

(11,521

)

Repurchase of common stock

 

(600

)

(889

)

Proceeds from exercise of stock options

 

963

 

1,620

 

Decrease in overdrafts

 

(5,228

)

(6,171

)

Proceeds from issuance of non-controlling interests

 

3,553

 

2,926

 

Distributions to non-controlling interests

 

(5,536

)

(301,213

)

Net cash provided by financing activities

 

33,562

 

397,501

 

Net increase (decrease) in cash and cash equivalents

 

(25,230

)

18,480

 

Cash and cash equivalents at beginning of period

 

99,029

 

122,549

 

Cash and cash equivalents at end of period

 

$

73,799

 

$

141,029

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

76,650

 

$

97,338

 

Cash paid for taxes

 

$

27,626

 

$

22,480

 

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

 

$

 

$

238,000

 

 

11



 

VI.  Key Statistics

For the Three Months Ended June 30, 2017 and 2018

(unaudited)

 

 

 

2017(f)

 

2018

 

% Change

 

Critical Illness Recovery Hospital(a)

 

 

 

 

 

 

 

Number of hospitals — end of period(b)

 

102

 

98

 

 

 

Net operating revenues (,000)

 

$

439,194

 

$

442,452

 

0.7

%

Number of patient days(c)

 

251,302

 

256,132

 

1.9

%

Number of admissions(c)

 

8,901

 

9,121

 

2.5

%

Net revenue per patient day(c)(d)

 

$

1,733

 

$

1,710

 

(1.3

)%

Adjusted EBITDA (,000)

 

$

75,043

 

$

60,725

 

(19.1

)%

Adjusted EBITDA margin

 

17.1

%

13.7

%

 

 

Rehabilitation Hospital(a)

 

 

 

 

 

 

 

Number of hospitals — end of period(b)

 

21

 

26

 

 

 

Net operating revenues (,000)

 

$

151,378

 

$

173,769

 

14.8

%

Number of patient days(c)

 

65,582

 

77,415

 

18.0

%

Number of admissions(c)

 

4,570

 

5,455

 

19.4

%

Net revenue per patient day(c)(d)

 

$

1,569

 

$

1,608

 

2.5

%

Adjusted EBITDA (,000)

 

$

23,129

 

$

28,195

 

21.9

%

Adjusted EBITDA margin

 

15.3

%

16.2

%

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period(b)

 

1,608

 

1,638

 

 

 

Net operating revenues (,000)

 

$

254,984

 

$

267,183

 

4.8

%

Number of visits(c)

 

2,106,760

 

2,144,655

 

1.8

%

Revenue per visit(c)(e)

 

$

101

 

$

103

 

2.0

%

Adjusted EBITDA (,000)

 

$

41,926

 

$

41,947

 

0.1

%

Adjusted EBITDA margin

 

16.4

%

15.7

%

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period(b)

 

315

 

527

 

 

 

Net operating revenues (,000)

 

$

256,887

 

$

412,823

 

60.7

%

Number of visits(c)

 

1,982,255

 

3,024,121

 

52.6

%

Revenue per visit(c)(e)

 

$

114

 

$

125

 

9.6

%

Adjusted EBITDA (,000)

 

$

43,061

 

$

72,568

 

68.5

%

Adjusted EBITDA margin

 

16.8

%

17.6

%

 

 

 


(a)                                 The critical illness recovery hospital segment was previously referred to as the long term acute care segment. The rehabilitation hospital segment was previously referred to as the inpatient rehabilitation segment.

 

(b)                                 Includes managed locations.

 

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

 

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

 

(e)                                  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.

 

(f)                                   The financial results for the second quarter ended June 30, 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.

 

12



 

VII.  Key Statistics

For the Six Months Ended June 30, 2017 and 2018

(unaudited)

 

 

 

2017(f)

 

2018

 

% Change

 

Critical Illness Recovery Hospital(a)

 

 

 

 

 

 

 

Number of hospitals — end of period(b)

 

102

 

98

 

 

 

Net operating revenues (,000)

 

$

884,317

 

$

907,128

 

2.6

%

Number of patient days(c)

 

506,399

 

521,972

 

3.1

%

Number of admissions(c)

 

18,210

 

18,954

 

4.1

%

Net revenue per patient day(c)(d)

 

$

1,732

 

$

1,721

 

(0.6

)%

Adjusted EBITDA (,000)

 

$

147,380

 

$

133,697

 

(9.3

)%

Adjusted EBITDA margin

 

16.7

%

14.7

%

 

 

Rehabilitation Hospital(a)

 

 

 

 

 

 

 

Number of hospitals — end of period(b)

 

21

 

26

 

 

 

Net operating revenues (,000)

 

$

296,203

 

$

348,543

 

17.7

%

Number of patient days(c)

 

127,850

 

154,305

 

20.7

%

Number of admissions(c)

 

8,946

 

10,849

 

21.3

%

Net revenue per patient day(c)(d)

 

$

1,544

 

$

1,615

 

4.6

%

Adjusted EBITDA (,000)

 

$

39,457

 

$

54,971

 

39.3

%

Adjusted EBITDA margin

 

13.3

%

15.8

%

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period(b)

 

1,608

 

1,638

 

 

 

Net operating revenues (,000)

 

$

505,355

 

$

524,564

 

3.8

%

Number of visits(c)

 

4,182,550

 

4,212,120

 

0.7

%

Revenue per visit(c)(e)

 

$

100

 

$

103

 

3.0

%

Adjusted EBITDA (,000)

 

$

73,277

 

$

72,472

 

(1.1

)%

Adjusted EBITDA margin

 

14.5

%

13.8

%

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period(b)

 

315

 

527

 

 

 

Net operating revenues (,000)

 

$

507,476

 

$

768,939

 

51.5

%

Number of visits(c)

 

3,869,070

 

5,620,180

 

45.3

%

Revenue per visit(c)(e)

 

$

115

 

$

125

 

8.7

%

Adjusted EBITDA (,000)

 

$

85,653

 

$

130,365

 

52.2

%

Adjusted EBITDA margin

 

16.9

%

17.0

%

 

 

 


(a)                                 The critical illness recovery hospital segment was previously referred to as the long term acute care segment. The rehabilitation hospital segment was previously referred to as the inpatient rehabilitation segment.

 

(b)                                 Includes managed locations.

 

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

 

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

 

(e)                                  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.

 

(f)                                   The financial results for the six months ended June 30, 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.

 

13



 

VIII. Net Income to Adjusted EBITDA Reconciliation

For the Three and Six Months Ended June 30, 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 definitions, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.

 

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

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2017

 

2018

 

2017

 

2018

 

Net income

 

$

51,300

 

$

60,559

 

$

74,763

 

$

104,541

 

Income tax expense

 

32,374

 

21,106

 

45,576

 

33,400

 

Interest expense

 

37,655

 

50,159

 

78,508

 

97,322

 

Non-operating loss (gain)

 

 

(6,478

)

49

 

(6,877

)

Equity in earnings of unconsolidated subsidiaries

 

(5,666

)

(4,785

)

(11,187

)

(9,482

)

Loss on early retirement of debt

 

 

 

19,719

 

10,255

 

Income from operations

 

115,663

 

120,561

 

207,428

 

229,159

 

Stock compensation expense:

 

 

 

 

 

 

 

 

 

Included in general and administrative

 

3,775

 

4,047

 

7,524

 

8,037

 

Included in cost of services

 

909

 

1,937

 

1,746

 

2,874

 

Depreciation and amortization

 

38,333

 

51,724

 

80,872

 

98,495

 

U.S. HealthWorks acquisition costs

 

 

(41

)

 

2,895

 

Adjusted EBITDA

 

$

158,680

 

$

178,228

 

$

297,570

 

$

341,460

 

 

 

 

 

 

 

 

 

 

 

Critical illness recovery hospital(a)

 

$

75,043

 

$

60,725

 

$

147,380

 

$

133,697

 

Rehabilitation hospital(a)

 

23,129

 

28,195

 

39,457

 

54,971

 

Outpatient rehabilitation

 

41,926

 

41,947

 

73,277

 

72,472

 

Concentra

 

43,061

 

72,568

 

85,653

 

130,365

 

Other(b)

 

(24,479

)

(25,207

)

(48,197

)

(50,045

)

Adjusted EBITDA

 

$

158,680

 

$

178,228

 

$

297,570

 

$

341,460

 

 


(a)                                 The critical illness recovery hospital segment was previously referred to as the long term acute care segment. The rehabilitation hospital segment was previously referred to as the inpatient rehabilitation segment.

 

(b)                                 Other primarily includes general and administrative costs.

 

14



 

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

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

 

 

 

2017

 

Per Share(a)

 

2018

 

Per Share(a)

 

Net income attributable to Select Medical

 

$

42,055

 

 

 

$

46,511

 

 

 

Earnings allocated to unvested restricted stockholders

 

1,341

 

 

 

1,517

 

 

 

Net income available to common stockholders

 

$

40,714

 

$

0.32

 

$

44,994

 

$

0.35

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Non-operating gain

 

 

 

 

(6,478

)

 

 

U.S. HealthWorks acquisition costs(b)

 

 

 

 

(25

)

 

 

Estimated income tax expense(c)

 

 

 

 

1,749

 

 

 

Earnings allocated to unvested restricted stockholders

 

 

 

 

155

 

 

 

Adjusted net income available to common stockholders

 

$

40,714

 

$

0.32

 

$

40,395

 

$

0.31

 

Adjustment for dilution

 

 

 

0.00

 

 

 

0.00

 

Adjusted income per common share — diluted shares

 

 

 

$

0.32

 

 

 

$

0.31

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

128,624

 

 

 

129,830

 

Diluted

 

 

 

128,777

 

 

 

129,924

 

 


(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 June 30, 2018, the U.S. HealthWorks acquisition costs recognized by Concentra are net of non-controlling interest.

 

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

 

15



 

 

 

Six Months Ended June 30,

 

 

 

2017

 

Per Share(a)

 

2018(b)

 

Per Share(a)

 

Net income attributable to Select Medical

 

$

57,925

 

 

 

$

80,250

 

 

 

Earnings allocated to unvested restricted stockholders

 

1,849

 

 

 

2,630

 

 

 

Net income available to common stockholders

 

$

56,076

 

$

0.44

 

$

77,620

 

$

0.60

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

19,719

 

 

 

7,324

 

 

 

Non-operating loss (gain)

 

49

 

 

 

(6,877

)

 

 

U.S. HealthWorks acquisition costs(c)

 

 

 

 

1,720

 

 

 

Estimated income tax benefit(d)

 

(7,796

)

 

 

(1,623

)

 

 

Earnings allocated to unvested restricted stockholders

 

(381

)

 

 

(18

)

 

 

Adjusted net income available to common stockholders

 

$

67,667

 

$

0.53

 

$

78,146

 

$

0.60

 

Adjustment for dilution

 

 

 

0.00

 

 

 

0.00

 

Adjusted income per common share — diluted shares

 

 

 

$

0.53

 

 

 

$

0.60

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

128,544

 

 

 

129,761

 

Diluted

 

 

 

128,703

 

 

 

129,871

 

 


(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 six months ended June 30, 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 six months ended June 30, 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.

 

16



 

X. 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 VIII and table IX 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 VIII 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

 

$

130

 

$

151

 

Net income attributable to non-controlling interests

 

41

 

43

 

Net income

 

171

 

194

 

Income tax expense

 

57

 

64

 

Interest expense

 

198

 

198

 

Equity in earnings of unconsolidated subsidiaries

 

(21

)

(21

)

Loss on early retirement of debt

 

10

 

10

 

Non-operating loss (gain)

 

(7

)

(7

)

Income from operations

 

408

 

438

 

Stock compensation expense

 

21

 

21

 

Depreciation and amortization

 

198

 

198

 

U.S. HealthWorks acquisition costs

 

3

 

3

 

Adjusted EBITDA

 

$

630

 

$

660

 

 

 

 

Range

 

 

 

Low

 

High

 

Non-GAAP Measure Reconciliation

 

 

 

 

 

Income per common share - diluted shares

 

$

0.97

 

$

1.12

 

Adjustments:

 

 

 

 

 

Loss on early retirement of debt

 

0.03

 

0.03

 

U.S. HealthWorks acquisition costs

 

0.01

 

0.01

 

Non-operating loss (gain)

 

(0.04

)

(0.04

)

Adjusted income per common share - diluted shares

 

$

0.97

 

$

1.12

 

 

17