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8-K - 8-K - SELECT MEDICAL HOLDINGS CORPa18-39364_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 Third Quarter Ended September 30, 2018

 

MECHANICSBURG, PENNSYLVANIA — November 1, 2018 — Select Medical Holdings Corporation (“Select Medical”) (NYSE: SEM) today announced results for its third quarter ended September 30, 2018.

 

For the third quarter ended September 30, 2018, net operating revenues increased 17.7% to $1,267.4 million, compared to $1,077.0 million for the same quarter, prior year. Income from operations increased 38.5% to $99.8 million for the third quarter ended September 30, 2018, compared to $72.1 million for the same quarter, prior year. Net income increased 71.9% to $42.7 million for the third quarter ended September 30, 2018, compared to $24.8 million for the same quarter, prior year. Net income for the third quarter ended September 30, 2018 included a pre-tax non-operating gain of $2.1 million. Adjusted EBITDA increased 35.2% to $156.6 million for the third quarter ended September 30, 2018, compared to $115.8 million for the same quarter, prior year. Income per common share increased to $0.24 on a fully diluted basis for the third quarter ended September 30, 2018, compared to $0.14 for the same quarter, prior year. Adjusted income per common share was $0.23 per diluted share for the third quarter ended September 30, 2018, compared to $0.14 for the same quarter, prior year. Adjusted income per common share excludes the non-operating gain and its related tax effects for the third quarter ended September 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 nine months ended September 30, 2018, net operating revenues increased 16.7% to $3,816.6 million, compared to $3,271.0 million for the same period, prior year. Income from operations increased 17.7% to $329.0 million for the nine months ended September 30, 2018, compared to $279.5 million for the same period, prior year. Net income increased 47.8% to $147.2 million for the nine months ended September 30, 2018, compared to $99.6 million for the same period, prior year. Net income for the nine months ended September 30, 2018 included a pre-tax loss on early retirement of debt of $10.3 million, pre-tax non-operating gains of $9.0 million, and  pre-tax U.S. HealthWorks acquisition costs of $2.9 million. Net income for the nine months ended September 30, 2017 included a pre-tax loss on early retirement of debt of $19.7 million. Adjusted EBITDA increased 20.5% to $498.1 million for the nine months ended September 30, 2018, compared to $413.4 million for the same period, prior year. Income per common share increased to $0.84 on a fully diluted basis for the nine months ended September 30, 2018, compared to $0.57 for the same period, prior year. Adjusted income per common share was $0.83 per diluted share for the nine months ended September 30, 2018, compared to $0.66 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 nine months ended September 30, 2018. Adjusted income per common share excludes the loss on early retirement of debt and its related tax effects for the nine months ended September 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 September 30, 2018, Select Medical operated 97 critical illness recovery hospitals in 27 states, 26 rehabilitation hospitals in 11 states, and 1,649 outpatient rehabilitation clinics in 37 states and the District of Columbia. Select Medical’s joint venture subsidiary Concentra operated 525 occupational health centers in 41 states. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics. At September 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 third quarter ended September 30, 2018, net operating revenues for the critical illness recovery hospital segment (previously referred to as the long term acute care segment) increased 0.8% to $420.1 million, compared to $416.9 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 13.7% to $53.3 million for the third quarter ended September 30, 2018, compared to $46.9 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 12.7% for the third quarter ended September 30, 2018, compared to 11.2% for the same quarter, prior year.  Certain critical illness recovery hospital key statistics for both the third quarters ended September 30, 2018 and 2017 are presented in table VI of this release.

 

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For the nine months ended September 30, 2018, net operating revenues for the critical illness recovery hospital segment increased 2.0% to $1,327.2 million, compared to $1,301.3 million for the same period, prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $187.0 million for the nine months ended September 30, 2018, compared to $194.3 million for the same period, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 14.1% for the nine months ended September 30, 2018, compared to 14.9% for the same period, prior year. Certain critical illness recovery hospital key statistics for both the nine months ended September 30, 2018 and 2017 are presented in table VII of this release.

 

Rehabilitation Hospital Segment

 

For the third quarter ended September 30, 2018, net operating revenues for the rehabilitation hospital segment (previously referred to as the inpatient rehabilitation segment) increased 12.3% to $176.9 million, compared to $157.5 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 12.2% to $25.3 million for the third quarter ended September 30, 2018, compared to $22.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 14.3% for both the third quarters ended September 30, 2018 and 2017. The Adjusted EBITDA results for the rehabilitation hospital segment include start-up losses of approximately $0.8 million for the third quarter ended September 30, 2018, compared to approximately $1.3 million for the same quarter, prior year. Certain rehabilitation hospital key statistics for both the third quarters ended September 30, 2018 and 2017 are presented in table VI of this release.

 

For the nine months ended September 30, 2018, net operating revenues for the rehabilitation hospital segment increased 15.8% to $525.4 million, compared to $453.7 million for the same period, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 29.5% to $80.3 million for the nine months ended September 30, 2018, compared to $62.0 million for the same period, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 15.3% for the nine months ended September 30, 2018, compared to 13.7% for the same period, prior year. The Adjusted EBITDA results for the rehabilitation hospital segment include start-up losses of approximately $3.8 million for the nine months ended September 30, 2018, compared to approximately $4.5 million for the same period, prior year. Certain rehabilitation hospital key statistics for both the nine months ended September 30, 2018 and 2017 are presented in table VII of this release.

 

Outpatient Rehabilitation Segment

 

For the third quarter ended September 30, 2018, net operating revenues for the outpatient rehabilitation segment increased 7.8% to $265.9 million, compared to $246.6 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 17.9% to $34.5 million for the third quarter ended September 30, 2018, compared to $29.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 13.0% for the third quarter ended September 30, 2018, compared to 11.9% for the same quarter, prior year. Certain outpatient rehabilitation key statistics for both the third quarters ended September 30, 2018 and 2017 are presented in table VI of this release.

 

For the nine months ended September 30, 2018, net operating revenues for the outpatient rehabilitation segment increased 5.1% to $790.5 million, compared to $752.0 million for the same period, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 4.3% to $107.0 million for the nine months ended September 30, 2018, compared to $102.6 million for the same period, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 13.5% for the nine months ended September 30, 2018, compared to 13.6% for the same period, prior year. Certain outpatient rehabilitation key statistics for both the nine months ended September 30, 2018 and 2017 are presented in table VII of this release.

 

3


 

Concentra Segment

 

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

 

For the third quarter ended September 30, 2018, net operating revenues for the Concentra segment increased 58.1% to $404.5 million, compared to $255.9 million for the same quarter, prior year.  For the third quarter ended September 30, 2018, U.S. HealthWorks contributed net operating revenues of $133.3 million. Adjusted EBITDA for the Concentra segment increased 71.9% to $68.8 million for the third quarter ended September 30, 2018, compared to $40.0 million for the same quarter, prior year.  The Adjusted EBITDA margin for the Concentra segment was 17.0% for the third quarter ended September 30, 2018, compared to 15.6% for the same quarter, prior year. Certain Concentra key statistics for both the third quarters ended September 30, 2018 and 2017 are presented in table VI of this release.

 

For the nine months ended September 30, 2018, net operating revenues for the Concentra segment increased 53.7% to $1,173.4 million, compared to $763.4 million for the same period, prior year.  For the period February 1, 2018 through September 30, 2018, U.S. HealthWorks contributed net operating revenues of $362.7 million. Adjusted EBITDA for the Concentra segment increased 58.5% to $199.1 million for the nine months ended September 30, 2018, compared to $125.7 million for the same period, prior year.  The Adjusted EBITDA margin for the Concentra segment was 17.0% for the nine months ended September 30, 2018, compared to 16.5% for the same period, prior year. Certain Concentra key statistics for both the nine months ended September 30, 2018 and 2017 are presented in table VII of this release.

 

Stock Repurchase Program

 

Select Medical did not repurchase shares during the third quarter ended September 30, 2018 under its authorized $500.0 million stock repurchase program. The program has been extended until December 31, 2019, 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 September 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.

 

4


 

Refinancing

 

Amendment to the Select Credit Facilities

 

On October 26, 2018, Select Medical entered into Amendment No. 2 to its senior secured credit agreement (“Amendment No. 2”). Among other things, Amendment No. 2: (i) decreased the applicable interest rate on its term loans from the Adjusted LIBO Rate (as defined in the senior secured credit agreement) plus a percentage ranging from 2.50% to 2.75% to the Adjusted LIBO Rate plus a percentage ranging from 2.25% to 2.50%, or from the Alternative Base Rate (as defined in the senior secured credit agreement) plus a percentage ranging from 1.50% to 1.75% to the Alternative Base Rate plus a percentage ranging from 1.25% to 1.50%, in each case subject to a specified total net leverage ratio (as defined in the senior secured credit agreement), and (ii) decreased the applicable interest rate on the loans outstanding under the revolving credit facility from the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75% to the Adjusted LIBO Rate plus a percentage ranging from 2.25% to 2.50%, or from the Alternative Base Rate (as defined in the senior secured credit agreement) plus a percentage ranging from 1.50% to 1.75% to the Alternative Base Rate plus a percentage ranging from 1.25% to 1.50%, in each case subject to a specified total net leverage ratio. As amended, the Adjusted LIBO Rate and Alternate Base Rate under the senior secured credit agreement are no longer subject to the currently applicable floor.

 

Amendment to the Concentra Credit Facilities

 

On October 26, 2018, Concentra entered into Amendment No. 4 to the Concentra first lien credit agreement (“Amendment No. 4”). Among other things, Amendment No. 4 (i) provided the applicable interest rate on the tranche B term loans under the Concentra first lien credit agreement is the Adjusted LIBO Rate (as defined in the Concentra first lien credit agreement) plus a percentage ranging from 2.50% to 2.75% (with 2.75% being the initial rate), or the Alternate Base Rate (as defined in the Concentra first lien credit agreement) plus a percentage ranging from 1.50% to 1.75% (with 1.75% being the initial rate), in each case subject to a specified credit rating, and (ii) decreased the applicable interest rate on the loans outstanding under the Concentra revolving credit facility from the Adjusted LIBO Rate plus a percentage ranging from 2.75% to 3.00% to the Adjusted LIBO Rate plus a percentage ranging from 2.25% to 2.50%, or from the Alternate Base Rate plus a percentage ranging from 1.75% to 2.00% to the Alternate Base Rate plus a percentage ranging from 1.25% to 1.50%, in each case subject to Concentra’s first lien net leverage ratio (as defined in the Concentra first lien credit agreement). As amended, the Adjusted LIBO Rate and Alternate Base Rate under the Concentra first lien credit agreement are no longer subject to the currently applicable floor.

 

Business Outlook

 

Select Medical is updating its business outlook following the reporting of its third quarter 2018 results. Select Medical now expects for the full year of 2018 consolidated net operating revenues to be in the range of $5.05 billion to $5.10 billion and Adjusted EBITDA for the full year of 2018 to be in the range of $640.0 million to $655.0 million. Select Medical now expects fully diluted income per common share for the full year 2018 to be in the range of $1.02 to $1.08 and adjusted income per common share for the full year 2018 to be in the range of $1.01 to $1.07 per diluted share. The above estimates do not include any negative impact from the expected loss on early retirement of debt incurred in the fourth quarter of 2018 resulting from the repricing amendments to both the Select credit facilities and Concentra first lien credit facilities which closed on October 26, 2018.  Adjusted income per common share - diluted shares excludes the non-operating loss (gain), loss on early retirement of debt, and U.S. HealthWorks acquisition costs and their related tax effects.

 

5


 

Conference Call

 

Select Medical will host a conference call regarding its third quarter results, as well as its business outlook, on Friday, November 2, 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 7578418. 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, November 9, 2018. The replay number is 1-855-859-2056 (domestic) or 1-404-537-3406 (international). The passcode for the replay will be 7578418. The replay can also be accessed at Select Medical Holdings Corporation’s website, www.selectmedicalholdings.com.

 

*   *   *   *   *

 

6


 

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 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

 

7


 

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

 

8


 

I.  Condensed Consolidated Statements of Operations

For the Three Months Ended September 30, 2017 and 2018

(In thousands, except per share amounts, unaudited)

 

 

 

2017(1)

 

2018

 

% Change

 

Net operating revenues

 

$

1,077,014

 

$

1,267,401

 

17.7

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

939,079

 

1,087,062

 

15.8

 

General and administrative

 

27,065

 

29,975

 

10.8

 

Depreciation and amortization

 

38,772

 

50,527

 

30.3

 

 

 

 

 

 

 

 

 

Income from operations

 

72,098

 

99,837

 

38.5

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated subsidiaries

 

4,431

 

5,432

 

22.6

 

Non-operating gain

 

 

2,139

 

N/M

 

Interest expense

 

(37,688

)

(50,669

)

34.4

 

 

 

 

 

 

 

 

 

Income before income taxes

 

38,841

 

56,739

 

46.1

 

 

 

 

 

 

 

 

 

Income tax expense

 

14,017

 

14,060

 

0.3

 

 

 

 

 

 

 

 

 

Net income

 

24,824

 

42,679

 

71.9

 

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

6,362

 

9,762

 

53.4

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical

 

$

18,462

 

$

32,917

 

78.3

%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(2):

 

 

 

 

 

 

 

Basic

 

129,142

 

130,387

 

 

 

Diluted

 

129,322

 

130,447

 

 

 

 

 

 

 

 

 

 

 

Income per common share(2):

 

 

 

 

 

 

 

Basic

 

$

0.14

 

$

0.24

 

 

 

Diluted

 

$

0.14

 

$

0.24

 

 

 

 


(1)                                 The financial results for the third quarter ended September 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 $1.1 million and $0.6 million for the three months ended September 30, 2018 and 2017, respectively.  Unvested restricted weighted average shares were 4,501 thousand and 4,395 thousand for the three months ended September 30, 2018 and 2017, respectively.

 

N/M —  Not Meaningful

 

9


 

II.  Condensed Consolidated Statements of Operations

For the Nine Months Ended September 30, 2017 and 2018

(In thousands, except per share amounts, unaudited)

 

 

 

2017(1)

 

2018

 

% Change

 

Net operating revenues

 

$

3,270,996

 

$

3,816,575

 

16.7

%

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Cost of services

 

2,788,411

 

3,247,606

 

16.5

 

General and administrative

 

83,415

 

90,951

 

9.0

 

Depreciation and amortization

 

119,644

 

149,022

 

24.6

 

 

 

 

 

 

 

 

 

Income from operations

 

279,526

 

328,996

 

17.7

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

(19,719

)

(10,255

)

N/M

 

Equity in earnings of unconsolidated subsidiaries

 

15,618

 

14,914

 

(4.5

)

Non-operating gain (loss)

 

(49

)

9,016

 

N/M

 

Interest expense

 

(116,196

)

(147,991

)

27.4

 

 

 

 

 

 

 

 

 

Income before income taxes

 

159,180

 

194,680

 

22.3

 

 

 

 

 

 

 

 

 

Income tax expense

 

59,593

 

47,460

 

(20.4

)

 

 

 

 

 

 

 

 

Net income

 

99,587

 

147,220

 

47.8

 

 

 

 

 

 

 

 

 

Less: Net income attributable to non-controlling interests

 

23,200

 

34,053

 

46.8

 

 

 

 

 

 

 

 

 

Net income attributable to Select Medical

 

$

76,387

 

$

113,167

 

48.1

%

 

 

 

 

 

 

 

 

Weighted average shares outstanding(2):

 

 

 

 

 

 

 

Basic

 

128,745

 

129,972

 

 

 

Diluted

 

128,916

 

130,066

 

 

 

 

 

 

 

 

 

 

 

Income per common share(2):

 

 

 

 

 

 

 

Basic

 

$

0.57

 

$

0.84

 

 

 

Diluted

 

$

0.57

 

$

0.84

 

 

 

 


(1)                                 The financial results for the nine months ended September 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 $3.7 million and $2.5 million for the nine months ended September 30, 2018 and 2017, respectively.  Unvested restricted weighted average shares were 4,432 thousand and 4,291 thousand for the nine months ended September 30, 2018 and 2017, respectively.

 

N/M —  Not Meaningful

 

10


 

III.  Condensed Consolidated Balance Sheets

(In thousands, unaudited)

 

 

 

December 31, 2017

 

September 30, 2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

122,549

 

$

160,413

 

 

 

 

 

 

 

Accounts receivable

 

691,732

 

746,816

 

 

 

 

 

 

 

Other current assets

 

106,545

 

116,066

 

 

 

 

 

 

 

Total Current Assets

 

920,826

 

1,023,295

 

 

 

 

 

 

 

Property and equipment, net

 

912,591

 

965,390

 

 

 

 

 

 

 

Goodwill

 

2,782,812

 

3,311,459

 

 

 

 

 

 

 

Identifiable intangible assets, net

 

326,519

 

444,847

 

 

 

 

 

 

 

Other assets

 

184,418

 

235,190

 

 

 

 

 

 

 

Total Assets

 

$

5,127,166

 

$

5,980,181

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

Payables and accruals

 

$

583,216

 

$

660,934

 

 

 

 

 

 

 

Current portion of long-term debt and notes payable

 

22,187

 

24,175

 

 

 

 

 

 

 

Total Current Liabilities

 

605,403

 

685,109

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

2,677,715

 

3,305,533

 

 

 

 

 

 

 

Non-current deferred tax liability

 

124,917

 

148,227

 

 

 

 

 

 

 

Other non-current liabilities

 

145,709

 

174,170

 

 

 

 

 

 

 

Total Liabilities

 

3,553,744

 

4,313,039

 

 

 

 

 

 

 

Redeemable non-controlling interests

 

640,818

 

779,574

 

 

 

 

 

 

 

Total equity

 

932,604

 

887,568

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

5,127,166

 

$

5,980,181

 

 

11


 

IV.  Condensed Consolidated Statements of Cash Flows

For the Three Months Ended September 30, 2017 and 2018

(In thousands, unaudited)

 

 

 

2017

 

2018

 

Operating activities

 

 

 

 

 

Net income

 

$

24,824

 

$

42,679

 

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

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

3,609

 

2,904

 

Depreciation and amortization

 

38,772

 

50,527

 

Provision for bad debts

 

169

 

(475

)

Equity in earnings of unconsolidated subsidiaries

 

(4,431

)

(5,432

)

Loss (gain) on sale of assets and businesses

 

24

 

(2,149

)

Stock compensation expense

 

4,957

 

6,264

 

Amortization of debt discount, premium and issuance costs

 

2,572

 

3,359

 

Deferred income taxes

 

(4,652

)

(401

)

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

 

 

 

 

 

Accounts receivable

 

(2,359

)

29,269

 

Other current assets

 

2,880

 

(7,263

)

Other assets

 

(3,214

)

(1,856

)

Accounts payable and accrued expenses

 

26,739

 

50,139

 

Income taxes

 

(258

)

(3,538

)

Net cash provided by operating activities

 

89,632

 

164,027

 

Investing activities

 

 

 

 

 

Business combinations, net of cash acquired

 

(863

)

(1,554

)

Purchases of property and equipment

 

(68,498

)

(39,391

)

Investment in businesses

 

(1,500

)

(9,645

)

Proceeds from sale of assets and businesses

 

3

 

19

 

Net cash used in investing activities

 

(70,858

)

(50,571

)

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

175,000

 

155,000

 

Payments on revolving facilities

 

(155,000

)

(240,000

)

Payments on term loans

 

(2,875

)

(2,875

)

Borrowings of other debt

 

18,127

 

10,206

 

Principal payments on other debt

 

(4,675

)

(6,450

)

Repurchase of common stock

 

(3,003

)

(4,751

)

Proceeds from exercise of stock options

 

671

 

13

 

Decrease in overdrafts

 

(15,211

)

(1

)

Proceeds from issuance of non-controlling interests

 

5,433

 

 

Distributions to non-controlling interests

 

(3,740

)

(5,214

)

Net cash provided by (used in) financing activities

 

14,727

 

(94,072

)

Net increase in cash and cash equivalents

 

33,501

 

19,384

 

Cash and cash equivalents at beginning of period

 

73,799

 

141,029

 

Cash and cash equivalents at end of period

 

$

107,300

 

$

160,413

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

24,691

 

$

37,040

 

Cash paid for taxes

 

$

18,927

 

$

17,980

 

 

12


 

V.  Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2017 and 2018

(In thousands, unaudited)

 

 

 

2017

 

2018

 

Operating activities

 

 

 

 

 

Net income

 

$

99,587

 

$

147,220

 

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

 

 

 

 

 

Distributions from unconsolidated subsidiaries

 

14,542

 

10,734

 

Depreciation and amortization

 

119,644

 

149,022

 

Provision for bad debts

 

914

 

(373

)

Equity in earnings of unconsolidated subsidiaries

 

(15,618

)

(14,914

)

Loss on extinguishment of debt

 

6,527

 

484

 

Gain on sale of assets and businesses

 

(9,499

)

(9,129

)

Stock compensation expense

 

14,227

 

17,175

 

Amortization of debt discount, premium and issuance costs

 

8,546

 

9,845

 

Deferred income taxes

 

(6,126

)

(2,092

)

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

 

 

 

 

 

Accounts receivable

 

(143,308

)

23,495

 

Other current assets

 

(2,677

)

(10,274

)

Other assets

 

1,407

 

4,828

 

Accounts payable and accrued expenses

 

22,665

 

45,884

 

Income taxes

 

19,141

 

9,072

 

Net cash provided by operating activities

 

129,972

 

380,977

 

Investing activities

 

 

 

 

 

Business combinations, net of cash acquired

 

(19,371

)

(519,258

)

Purchases of property and equipment

 

(173,800

)

(121,039

)

Investment in businesses

 

(11,374

)

(12,936

)

Proceeds from sale of assets and businesses

 

34,555

 

6,691

 

Net cash used in investing activities

 

(169,990

)

(646,542

)

Financing activities

 

 

 

 

 

Borrowings on revolving facilities

 

805,000

 

420,000

 

Payments on revolving facilities

 

(705,000

)

(585,000

)

Proceeds from term loans

 

1,139,487

 

779,904

 

Payments on term loans

 

(1,176,567

)

(8,625

)

Debt issuance costs

 

(4,392

)

(1,333

)

Borrowings of other debt

 

27,571

 

30,134

 

Principal payments on other debt

 

(15,112

)

(17,971

)

Repurchase of common stock

 

(3,603

)

(5,640

)

Proceeds from exercise of stock options

 

1,634

 

1,633

 

Decrease in overdrafts

 

(20,439

)

(6,172

)

Proceeds from issuance of non-controlling interests

 

8,986

 

2,926

 

Distributions to non-controlling interests

 

(9,276

)

(306,427

)

Net cash provided by financing activities

 

48,289

 

303,429

 

Net increase in cash and cash equivalents

 

8,271

 

37,864

 

Cash and cash equivalents at beginning of period

 

99,029

 

122,549

 

Cash and cash equivalents at end of period

 

$

107,300

 

$

160,413

 

Supplemental Information

 

 

 

 

 

Cash paid for interest

 

$

101,341

 

$

134,378

 

Cash paid for taxes

 

$

46,553

 

$

40,460

 

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

 

$

 

$

238,000

 

 

13


 

VI.  Key Statistics

For the Three Months Ended September 30, 2017 and 2018

(unaudited)

 

 

 

2017(f)

 

2018

 

% Change

 

Critical Illness Recovery Hospital(a)

 

 

 

 

 

 

 

Number of hospitals — end of period(b)

 

101

 

97

 

 

 

Net operating revenues (,000)

 

$

416,934

 

$

420,108

 

0.8

%

Number of patient days(c)

 

248,002

 

243,891

 

(1.7

)%

Number of admissions(c)

 

8,670

 

8,651

 

(0.2

)%

Net revenue per patient day(c)(d)

 

$

1,661

 

$

1,705

 

2.6

%

Adjusted EBITDA (,000)

 

$

46,873

 

$

53,292

 

13.7

%

Adjusted EBITDA margin

 

11.2

%

12.7

%

 

 

Rehabilitation Hospital(a)

 

 

 

 

 

 

 

Number of hospitals — end of period(b)

 

22

 

26

 

 

 

Net operating revenues (,000)

 

$

157,499

 

$

176,885

 

12.3

%

Number of patient days(c)

 

68,168

 

79,232

 

16.2

%

Number of admissions(c)

 

4,816

 

5,370

 

11.5

%

Net revenue per patient day(c)(d)

 

$

1,573

 

$

1,582

 

0.6

%

Adjusted EBITDA (,000)

 

$

22,581

 

$

25,343

 

12.2

%

Adjusted EBITDA margin

 

14.3

%

14.3

%

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period(b)

 

1,604

 

1,649

 

 

 

Net operating revenues (,000)

 

$

246,644

 

$

265,927

 

7.8

%

Number of visits(c)

 

1,986,213

 

2,039,462

 

2.7

%

Revenue per visit(c)(e)

 

$

102

 

$

103

 

1.0

%

Adjusted EBITDA (,000)

 

$

29,298

 

$

34,531

 

17.9

%

Adjusted EBITDA margin

 

11.9

%

13.0

%

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period(b)

 

312

 

525

 

 

 

Net operating revenues (,000)

 

$

255,881

 

$

404,481

 

58.1

%

Number of visits(c)

 

1,979,481

 

2,984,832

 

50.8

%

Revenue per visit(c)(e)

 

$

113

 

$

124

 

9.7

%

Adjusted EBITDA (,000)

 

$

40,003

 

$

68,754

 

71.9

%

Adjusted EBITDA margin

 

15.6

%

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 third quarter ended September 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.

 

14


 

VII.  Key Statistics

For the Nine Months Ended September 30, 2017 and 2018

(unaudited)

 

 

 

2017(f)

 

2018

 

% Change

 

Critical Illness Recovery Hospital(a)

 

 

 

 

 

 

 

Number of hospitals — end of period(b)

 

101

 

97

 

 

 

Net operating revenues (,000)

 

$

1,301,251

 

$

1,327,236

 

2.0

%

Number of patient days(c)

 

754,401

 

765,863

 

1.5

%

Number of admissions(c)

 

26,880

 

27,605

 

2.7

%

Net revenue per patient day(c)(d)

 

$

1,708

 

$

1,716

 

0.5

%

Adjusted EBITDA (,000)

 

$

194,253

 

$

186,989

 

(3.7

)%

Adjusted EBITDA margin

 

14.9

%

14.1

%

 

 

Rehabilitation Hospital(a)

 

 

 

 

 

 

 

Number of hospitals — end of period(b)

 

22

 

26

 

 

 

Net operating revenues (,000)

 

$

453,702

 

$

525,428

 

15.8

%

Number of patient days(c)

 

196,018

 

233,537

 

19.1

%

Number of admissions(c)

 

13,762

 

16,219

 

17.9

%

Net revenue per patient day(c)(d)

 

$

1,554

 

$

1,604

 

3.2

%

Adjusted EBITDA (,000)

 

$

62,038

 

$

80,314

 

29.5

%

Adjusted EBITDA margin

 

13.7

%

15.3

%

 

 

Outpatient Rehabilitation

 

 

 

 

 

 

 

Number of clinics — end of period(b)

 

1,604

 

1,649

 

 

 

Net operating revenues (,000)

 

$

751,999

 

$

790,491

 

5.1

%

Number of visits(c)

 

6,168,763

 

6,251,582

 

1.3

%

Revenue per visit(c)(e)

 

$

101

 

$

103

 

2.0

%

Adjusted EBITDA (,000)

 

$

102,575

 

$

107,003

 

4.3

%

Adjusted EBITDA margin

 

13.6

%

13.5

%

 

 

Concentra

 

 

 

 

 

 

 

Number of centers — end of period(b)

 

312

 

525

 

 

 

Net operating revenues (,000)

 

$

763,357

 

$

1,173,420

 

53.7

%

Number of visits(c)

 

5,848,551

 

8,605,012

 

47.1

%

Revenue per visit(c)(e)

 

$

114

 

$

124

 

8.8

%

Adjusted EBITDA (,000)

 

$

125,656

 

$

199,119

 

58.5

%

Adjusted EBITDA margin

 

16.5

%

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 nine months ended September 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.

 

15


 

VIII. Net Income to Adjusted EBITDA Reconciliation

For the Three and Nine Months Ended September 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 September 30,

 

Nine Months Ended September 30,

 

 

 

2017

 

2018

 

2017

 

2018

 

Net income

 

$

24,824

 

$

42,679

 

$

99,587

 

$

147,220

 

Income tax expense

 

14,017

 

14,060

 

59,593

 

47,460

 

Interest expense

 

37,688

 

50,669

 

116,196

 

147,991

 

Non-operating loss (gain)

 

 

(2,139

)

49

 

(9,016

)

Equity in earnings of unconsolidated subsidiaries

 

(4,431

)

(5,432

)

(15,618

)

(14,914

)

Loss on early retirement of debt

 

 

 

19,719

 

10,255

 

Income from operations

 

72,098

 

99,837

 

279,526

 

328,996

 

Stock compensation expense:

 

 

 

 

 

 

 

 

 

Included in general and administrative

 

4,079

 

4,683

 

11,603

 

12,720

 

Included in cost of services

 

878

 

1,581

 

2,624

 

4,455

 

Depreciation and amortization

 

38,772

 

50,527

 

119,644

 

149,022

 

U.S. HealthWorks acquisition costs

 

 

 

 

2,895

 

Adjusted EBITDA

 

$

115,827

 

$

156,628

 

$

413,397

 

$

498,088

 

 

 

 

 

 

 

 

 

 

 

Critical illness recovery hospital(a)

 

$

46,873

 

$

53,292

 

$

194,253

 

$

186,989

 

Rehabilitation hospital(a)

 

22,581

 

25,343

 

62,038

 

80,314

 

Outpatient rehabilitation

 

29,298

 

34,531

 

102,575

 

107,003

 

Concentra

 

40,003

 

68,754

 

125,656

 

199,119

 

Other(b)

 

(22,928

)

(25,292

)

(71,125

)

(75,337

)

Adjusted EBITDA

 

$

115,827

 

$

156,628

 

$

413,397

 

$

498,088

 

 


(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.

 

16


 

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

For the Three and Nine Months Ended September 30, 2017 and 2018

(In thousands, except per share amounts, unaudited)

 

Adjusted net income available to common stockholders and adjusted income per common share are not measures of financial performance under GAAP.  Items excluded from adjusted net income available to common stockholders and adjusted income per common share 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 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 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 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 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 for Select Medical.

 

 

 

Three Months Ended September 30,

 

 

 

2017

 

Per Share(a)

 

2018

 

Per Share(a)

 

Net income attributable to Select Medical

 

$

18,462

 

 

 

$

32,917

 

 

 

Earnings allocated to unvested restricted stockholders

 

608

 

 

 

1,098

 

 

 

Net income available to common stockholders

 

$

17,854

 

$

0.14

 

$

31,819

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

Adjustments:(b)

 

 

 

 

 

 

 

 

 

Non-operating gain

 

 

 

(1,564

)

(0.01

)

Adjusted net income available to common stockholders

 

$

17,854

 

$

0.14

 

$

30,255

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

 

 

129,322

 

 

 

130,447

 

 

 

 

Nine Months Ended September 30,

 

 

 

2017

 

Per Share(a)

 

2018

 

Per Share(a)

 

Net income attributable to Select Medical

 

$

76,387

 

 

 

$

113,167

 

 

 

Earnings allocated to unvested restricted stockholders

 

2,464

 

 

 

3,732

 

 

 

Net income available to common stockholders

 

$

73,923

 

$

0.57

 

$

109,435

 

$

0.84

 

 

 

 

 

 

 

 

 

 

 

Adjustments:(b)

 

 

 

 

 

 

 

 

 

Loss on early retirement of debt

 

11,538

 

0.09

 

4,390

 

0.03

 

Non-operating loss (gain)

 

49

 

0.00

 

(6,432

)

(0.05

)

U.S. HealthWorks acquisition costs

 

 

 

1,002

 

0.01

 

Adjusted net income available to common stockholders

 

$

85,510

 

$

0.66

 

$

108,395

 

$

0.83

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

 

 

128,916

 

 

 

130,066

 

 


(a)                                 Income per common share and adjusted income per common share are based on diluted shares outstanding.

 

(b)                                 Adjustments to net income include estimated income tax and non-controlling interest impacts.

 

17


 

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

 

Non-GAAP Measure Reconciliation

 

Low

 

High

 

Net income attributable to Select Medical

 

$

137

 

$

145

 

Net income attributable to non-controlling interests

 

43

 

45

 

Net income

 

180

 

190

 

Income tax expense

 

59

 

64

 

Interest expense

 

195

 

195

 

Equity in earnings of unconsolidated subsidiaries

 

(21

)

(21

)

Loss on early retirement of debt(a)

 

10

 

10

 

Non-operating loss (gain)

 

(9

)

(9

)

Income from operations

 

414

 

429

 

Stock compensation expense

 

23

 

23

 

Depreciation and amortization

 

200

 

200

 

U.S. HealthWorks acquisition costs

 

3

 

3

 

Adjusted EBITDA

 

$

640

 

$

655

 

 

 

 

Range

 

Non-GAAP Measure Reconciliation

 

Low

 

High

 

Income per common share - diluted shares(a)

 

$

1.02

 

$

1.08

 

Adjustments:

 

 

 

 

 

Loss on early retirement of debt(a)

 

0.03

 

0.03

 

U.S. HealthWorks acquisition costs

 

0.01

 

0.01

 

Non-operating loss (gain)

 

(0.05

)

(0.05

)

Adjusted income per common share - diluted shares

 

$

1.01

 

$

1.07

 

 


(a)                                 Amounts exclude any negative impact from the expected loss on early retirement of debt incurred in the fourth quarter of 2018 resulting from the repricing amendments to both the Select credit facilities and Concentra first lien credit facilities which closed on October 26, 2018.

 

18