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8-K

Select Medical Holdings Corp (SEM)

8-K 2024-02-22 For: 2024-02-22
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

current report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Dateof earliest event reported): February 22, 2024

SELECT MEDICAL HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 001-34465 20-1764048
(State or other jurisdiction of <br><br>Incorporation) (Commission File <br><br>Number) (I.R.S. Employer <br>Identification No.)

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of principal executive offices)  (Zip Code)

(717) 972-1100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share SEM New York Stock Exchange (NYSE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--- ---

Indicate by check mark whether either registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if either registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On February 22, 2024, Select Medical Holdings Corporation (the “Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended December 31, 2023 (the “Press Release”). A copy of the Press Release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 8.01 Other Events

Dividend Declaration

On February 13, 2024, the Board declared a cash dividend of $0.125 per share. The dividend will be payable on or about March 13, 2024 to stockholders of record as of the close of business on March 1, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
99.1 Press Release, dated February 22, 2024, announcing financial results for the fourth quarter and year ended December 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

SELECT MEDICAL HOLDINGS CORPORATION
Date: February 22, 2024 By: /s/ Michael<br>E. Tarvin
Michael E. Tarvin
Executive Vice President, General Counsel and Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE 4714 Gettysburg Road<br><br> <br>Mechanicsburg, PA 17055<br><br> <br>****<br><br> <br>NYSE Symbol: SEM

Select Medical Holdings Corporation AnnouncesResults

For Its Fourth Quarter and Year Ended December 31,2023 and Cash Dividend

MECHANICSBURG, PENNSYLVANIA — February 22, 2024 — Select Medical Holdings Corporation (“Select Medical,” “we,” “us,” or “our”) (NYSE: SEM) today announced results for its fourth quarter and year ended December 31, 2023 and the declaration of a cash dividend.

For the fourth quarter ended December 31, 2023, revenue increased 4.9% to $1,658.9 million, compared to $1,581.5 million for the same quarter, prior year. Income from operations increased 31.5% to $114.3 million for the fourth quarter ended December 31, 2023, compared to $86.9 million for the same quarter, prior year. Net income increased 63.9% to $61.8 million for the fourth quarter ended December 31, 2023, compared to $37.7 million for the same quarter, prior year. Adjusted EBITDA increased 20.9% to $180.1 million for the fourth quarter ended December 31, 2023, compared to $148.9 million for the same quarter, prior year. Earnings per common share increased 63.6% to $0.36 for the fourth quarter ended December 31, 2023, compared to $0.22 for the same quarter, prior year. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table IX of this release.

For the year ended December 31, 2023, revenue increased 5.2% to $6,664.1 million, compared to $6,333.5 million for the prior year. Income from operations increased 37.6% to $554.9 million for the year ended December 31, 2023, compared to $403.3 million for the prior year. For the year ended December 31, 2023, income from operations included $1.8 million of other operating income, compared to $28.8 million for the prior year. The other operating income for the year ended December 31, 2022, was principally related to the recognition of payments received under the Coronavirus Aid, Relief, and Economic Security Act Public Health and Social Services Emergency Fund, also referred to as the Provider Relief Fund. Net income increased 51.4% to $299.7 million for the year ended December 31, 2023, compared to $198.0 million for the prior year. Adjusted EBITDA increased 24.8% to $807.4 million for the year ended December 31, 2023, compared to $646.9 million for the prior year. Earnings per common share increased 54.9% to $1.91 for the year ended December 31, 2023, compared to $1.23 for the prior year. Adjusted earnings per common share increased 61.8% to $1.99 for the year ended December 31, 2023, compared to $1.23 for the prior year. Adjusted earnings per common share excludes the loss on early retirement of debt and related costs, and their related tax effects for the year ended December 31, 2023. The definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA are presented in table IX of this release. A reconciliation of earnings per common share to adjusted earnings per common share is presented in table X of this release.

1

Company Overview

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States based on number of facilities. Select Medical’s reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, the outpatient rehabilitation segment, and the Concentra segment. As of December 31, 2023, Select Medical operated 107 critical illness recovery hospitals in 28 states, 33 rehabilitation hospitals in 13 states, 1,933 outpatient rehabilitation clinics in 39 states and the District of Columbia, and 544 occupational health centers in 41 states. At December 31, 2023, Select Medical had operations in 46 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

Critical Illness Recovery Hospital Segment

For the fourth quarter ended December 31, 2023, revenue for the critical illness recovery hospital segment increased 0.9% to $567.1 million, compared to $561.9 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 29.4% to $57.4 million for the fourth quarter ended December 31, 2023, compared to $44.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 10.1% for the fourth quarter ended December 31, 2023, compared to 7.9% for the same quarter, prior year. Certain critical illness recovery hospital key statistics are presented in table VII of this release for the fourth quarters ended December 31, 2023 and 2022.

For the year ended December 31, 2023, revenue for the critical illness recovery hospital segment increased 2.9% to $2,299.8 million, compared to $2,234.1 million for the prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 121.0% to $246.0 million for the year ended December 31, 2023, compared to $111.3 million for the prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 10.7% for the year ended December 31, 2023, compared to 5.0% for the prior year. Certain critical illness recovery hospital key statistics are presented in table VIII of this release for the years ended December 31, 2023 and 2022.

Rehabilitation Hospital Segment

For the fourth quarter ended December 31, 2023, revenue for the rehabilitation hospital segment increased 9.4% to $260.2 million, compared to $237.9 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 18.4% to $66.3 million for the fourth quarter ended December 31, 2023, compared to $56.0 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 25.5% for the fourth quarter ended December 31, 2023, compared to 23.6% for the same quarter, prior year. Certain rehabilitation hospital key statistics are presented in table VII of this release for both the fourth quarters ended December 31, 2023 and 2022.

For the year ended December 31, 2023, revenue for the rehabilitation hospital segment increased 6.9% to $979.6 million, compared to $916.8 million for the prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 12.0% to $221.9 million for the year ended December 31, 2023, compared to $198.0 million for the prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 22.6% for the year ended December 31, 2023, compared to 21.6% for the prior year. Certain rehabilitation hospital key statistics are presented in table VIII of this release for the years ended December 31, 2023 and 2022.

Outpatient Rehabilitation Segment

For the fourth quarter ended December 31, 2023, revenue for the outpatient rehabilitation segment increased 6.1% to $298.2 million, compared to $281.1 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 40.9% to $22.5 million for the fourth quarter ended December 31, 2023, compared to $15.9 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 7.5% for the fourth quarter ended December 31, 2023, compared to 5.7% for the same quarter, prior year. Certain outpatient rehabilitation key statistics are presented in table VII of this release for the fourth quarters ended December 31, 2023 and 2022.

2

For the year ended December 31, 2023, revenue for the outpatient rehabilitation segment increased 5.7% to $1,188.9 million, compared to $1,125.3 million for the prior year. Adjusted EBITDA for the outpatient rehabilitation segment increased 9.8% to $111.9 million for the year ended December 31, 2023, compared to $101.9 million for the prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 9.4% for the year ended December 31, 2023, compared to 9.1% for the prior year. Certain outpatient rehabilitation key statistics are presented in table VIII of this release for the years ended December 31, 2023 and 2022.

Concentra Segment

For the fourth quarter ended December 31, 2023, revenue for the Concentra segment increased 6.2% to $440.7 million, compared to $415.0 million for the same quarter, prior year. Adjusted EBITDA for the Concentra segment increased 9.7% to $68.3 million for the fourth quarter ended December 31, 2023, compared to $62.2 million for the same quarter, prior year. The Adjusted EBITDA margin for the Concentra segment was 15.5% for the fourth quarter ended December 31, 2023, compared to 15.0% for the same quarter, prior year. Certain Concentra key statistics are presented in table VII of this release for the fourth quarters ended December 31, 2023 and 2022.

For the year ended December 31, 2023, revenue for the Concentra segment increased 6.6% to $1,838.1 million, compared to $1,724.4 million for the prior year. Adjusted EBITDA for the Concentra segment increased 8.1% to $361.3 million for the year ended December 31, 2023, compared to $334.3 million for the prior year. The Adjusted EBITDA margin for the Concentra segment was 19.7% for the year ended December 31, 2023, compared to 19.4% for the prior year. Certain Concentra key statistics are presented in table VIII of this release for the years ended December 31, 2023 and 2022.

Dividend

On February 13, 2024, Select Medical’s board of directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about March 13, 2024 to stockholders of record as of the close of business on March 1, 2024.

There is no assurance that future dividends will be declared. The declaration and payment of dividends in the future are at the discretion of Select Medical’s board of directors after taking into account various factors, including, but not limited to, Select Medical’s financial condition, operating results, available cash and current and anticipated cash needs, the terms of Select Medical’s indebtedness, and other factors Select Medical’s board of directors may deem to be relevant.

Stock Repurchase Program

The board of directors of Select Medical has authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. The common stock repurchase program will remain in effect until December 31, 2025, unless further extended or earlier terminated by the board of directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Select Medical deems appropriate. Select Medical funds this program with cash on hand and borrowings under its revolving credit facility.

Select Medical did not repurchase shares under its authorized stock repurchase program during the year ended December 31, 2023. Since the inception of the common stock repurchase program through December 31, 2023, Select Medical has repurchased 48,234,823 shares at a cost of approximately $600.3 million, or $12.45 per share, which includes transaction costs.

Business Outlook

Select Medical is issuing its business outlook for 2024. Select Medical expects revenue to be in the range of $6.9 billion to $7.1 billion, Adjusted EBITDA to be in the range of $830 million to $880 million, and fully diluted earnings per share to be in the range of $1.88 to $2.18. A reconciliation of full year 2024 Adjusted EBITDA expectations to net income is presented in table XI of this release.

3

Conference Call

Select Medical will host a conference call regarding its results for the fourth quarter and full year ended December 31, 2023, and its business outlook on Friday, February 23, 2024, at 9:00am ET. The conference call will be a live webcast and can be accessed at Select Medical Holdings Corporation’s website at www.selectmedicalholdings.com. A replay of the webcast will be available shortly after the call through the same link.

For listeners wishing to dial-in via telephone, or participate in the question and answer session, you may pre-register for the call at Select Medical Earnings Call Registration to obtain your dial-in number and unique passcode.

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), including statements related to Select Medical's 2024 and long-term business outlook. 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<br> in government reimbursement for our services and/or new payment policies may result in a<br> reduction in revenue, an increase in costs, and a reduction in profitability;
· adverse<br> economic conditions including an inflationary environment could cause us to continue to experience<br> increases in the prices of labor and other costs of doing business resulting in a negative<br> impact on our business, operating results, cash flows, and financial condition;
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· shortages<br> in qualified nurses, therapists, physicians, or other licensed providers, and/or the inability<br> to attract or retain qualified healthcare professionals could limit our ability to staff<br> our facilities;
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· shortages<br> in qualified health professionals could cause us to increase our dependence on contract labor,<br> increase our efforts to recruit and train new employees, and expand upon our initiatives<br> to retain existing staff, which could increase our operating costs significantly;
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· public<br> threats such as a global pandemic, or widespread outbreak of an infectious disease, similar<br> to the COVID-19 pandemic, could negatively impact patient volumes and revenues, increase<br> labor and other operating costs, disrupt global financial markets, and/or further legislative<br> and regulatory actions which impact healthcare providers, including actions that may impact<br> the Medicare program;
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· the<br> failure of our Medicare-certified long term care hospitals or inpatient rehabilitation facilities<br> to maintain their Medicare certifications may cause our revenue and profitability to decline;
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· the<br> failure of our Medicare-certified long term care hospitals and inpatient rehabilitation facilities<br> operated as “hospitals within hospitals” to qualify as hospitals separate from<br> their host hospitals may cause our revenue and profitability to decline;
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· a<br> government investigation or assertion that we have violated applicable regulations may result<br> in sanctions or reputational harm and increased costs;
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· acquisitions<br> or joint ventures may prove difficult or unsuccessful, use significant resources, or expose<br> us to unforeseen liabilities;
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· our<br> plans and expectations related to our acquisitions and our ability to realize anticipated<br> synergies;
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· failure<br> to complete or achieve some or all the expected benefits of the potential separation of Concentra;
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· private<br> third-party payors for our services may adopt payment policies that could limit our future<br> revenue and profitability;
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· the<br> failure to maintain established relationships with the physicians in the areas we serve could<br> reduce our revenue and profitability;
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· competition<br> may limit our ability to grow and result in a decrease in our revenue and profitability;
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· the<br> loss of key members of our management team could significantly disrupt our operations;
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· the<br> effect of claims asserted against us could subject us to substantial uninsured liabilities;
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5
· a<br> security breach of our or our third-party vendors’ information technology systems may<br> subject us to potential legal and reputational harm and may result in a violation of the<br> Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology<br> for Economic and Clinical Health Act; and
· other<br> factors discussed from time to time in our filings with the Securities and Exchange Commission<br> (the “SEC”), including factors discussed under the heading “Risk Factors”<br> of the annual report on Form 10-K for the year ended December 31, 2023.
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Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.

Investor inquiries:

Joel T. Veit

Senior Vice President and Treasurer

717-972-1100

ir@selectmedical.com

SOURCE: Select Medical Holdings Corporation

6

I. Condensed Consolidated Statements of Operations

For the Three Months Ended December 31,2022 and 2023

(In thousands, except per share amounts, unaudited)

2022 2023 % Change
Revenue $ 1,581,456 $ 1,658,856 4.9 %
Costs and expenses:
Cost of services, exclusive of depreciation and amortization 1,408,784 1,447,086 2.7
General and administrative 38,763 44,090 13.7
Depreciation and amortization 52,246 53,984 3.3
Total costs and expenses 1,499,793 1,545,160 3.0
Other operating income 5,201 557 N/M
Income from operations 86,864 114,253 31.5
Other income and expense:
Equity in earnings of unconsolidated subsidiaries 6,759 10,195 50.8
Interest expense (47,341 ) (50,800 ) 7.3
Income before income taxes 46,282 73,648 59.1
Income tax expense 8,570 11,850 38.3
Net income 37,712 61,798 63.9
Less: Net income attributable to non-controlling interests 10,208 15,529 52.1
Net income attributable to Select Medical $ 27,504 $ 46,269 68.2 %
Basic and diluted earnings per common share:^(1)^ $ 0.22 $ 0.36
(1) Refer to table III for calculation of earnings per<br> common share.
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N/M Not meaningful.
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7

II. Condensed Consolidated Statements of Operations

For the Years Ended December 31, 2022 and 2023

(In thousands, except per share amounts, unaudited)

2022 2023 % Change
Revenue $ 6,333,538 $ 6,664,058 5.2 %
Costs and expenses:
Cost of services, exclusive of depreciation and amortization 5,600,161 5,732,017 2.4
General and administrative 153,035 170,193 11.2
Depreciation and amortization 205,825 208,742 1.4
Total costs and expenses 5,959,021 6,110,952 2.5
Other operating income 28,766 1,768 N/M
Income from operations 403,283 554,874 37.6
Other income and expense:
Loss on early retirement of debt (14,692 ) N/M
Equity in earnings of unconsolidated subsidiaries 26,407 40,813 54.6
Interest expense (169,111 ) (198,639 ) 17.5
Income before income taxes 260,579 382,356 46.7
Income tax expense 62,553 82,625 32.1
Net income 198,026 299,731 51.4
Less: Net income attributable to non-controlling interests 39,032 56,240 44.1
Net income attributable to Select Medical $ 158,994 $ 243,491 53.1 %
Basic and diluted earnings per common share:^(1)^ $ 1.23 $ 1.91
(1) Refer to table III for calculation of earnings per<br> common share.
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N/M Not meaningful.
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8

III. Earnings per Share

For the Three Months and Years Ended December 31, 2022 and2023

(In thousands, except per share amounts, unaudited)

Select Medical’s capital structure includes common stock and unvested restricted stock awards. To compute earnings per share (“EPS”), Select Medical applies the two-class method because its unvested restricted stock awards are participating securities which are entitled to participate equally with its common stock in undistributed earnings.

The following table sets forth the net income attributable to Select Medical, its common shares outstanding, and its participating securities outstanding for the three months and years ended December 31, 2022 and 2023:

Basic and Diluted<br> EPS
Three Months Ended<br><br> December 31, Years Ended December 31,
2022 2023 2022 2023
Net income $ 37,712 $ 61,798 $ 198,026 $ 299,731
Less: net income attributable to non-controlling interests 10,208 15,529 39,032 56,240
Net income attributable to Select Medical 27,504 46,269 158,994 243,491
Less: net income attributable to participating securities 1,002 1,633 5,609 8,773
Net income attributable to common shares $ 26,502 $ 44,636 $ 153,385 $ 234,718

The following tables set forth the computation of EPS under the two-class method for the three months and years ended December 31, 2022 and 2023:

Three Months Ended<br> December 31,
2022 2023
Net Income<br><br> Allocation Shares^(1)^ Basic and<br><br> Diluted EPS Net Income<br><br> Allocation Shares^(1)^ Basic and<br><br> Diluted EPS
(in thousands, except for per share amounts)
Common shares $ 26,502 122,511 $ 0.22 $ 44,636 123,817 $ 0.36
Participating securities 1,002 4,630 $ 0.22 1,633 4,530 $ 0.36
Total $ 27,504 $ 46,269
Years Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2022 2023
Net Income<br><br> Allocation Shares^(1)^ Basic and<br><br> Diluted EPS Net Income<br><br> Allocation Shares^(1)^ Basic and<br><br> Diluted EPS
(in thousands, except for per share amounts)
Common shares $ 153,385 124,628 $ 1.23 $ 234,718 123,105 $ 1.91
Participating securities 5,609 4,557 $ 1.23 8,773 4,601 $ 1.91
Total $ 158,994 $ 243,491
(1) Represents the weighted average share count outstanding during the period.
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9

IV. Condensed Consolidated Balance Sheets

(In thousands, unaudited)

December 31,
2022 2023
Assets
Current Assets:
Cash and cash equivalents $ 97,906 $ 84,006
Accounts receivable 941,312 940,335
Other current assets 232,095 233,305
Total Current Assets 1,271,313 1,257,646
Operating lease right-of-use assets 1,169,740 1,188,616
Property and equipment, net 1,001,440 1,023,561
Goodwill 3,484,200 3,513,170
Identifiable intangible assets, net 351,662 329,916
Other assets 386,938 376,722
Total Assets $ 7,665,293 $ 7,689,631
Liabilities and Equity
Current Liabilities:
Payables and accruals $ 874,016 $ 932,736
Current operating lease liabilities 236,784 245,400
Current portion of long-term debt and notes<br> payable 44,351 70,329
Total Current Liabilities 1,155,151 1,248,465
Non-current operating lease liabilities 1,008,394 1,025,867
Long-term debt, net of current portion 3,835,211 3,587,675
Non-current deferred tax liability 169,793 143,306
Other non-current liabilities 106,137 110,303
Total Liabilities 6,274,686 6,115,616
Redeemable non-controlling interests 34,043 26,297
Total Equity 1,356,564 1,547,718
Total Liabilities and Equity $ 7,665,293 $ 7,689,631
10

V. Condensed Consolidated Statements of Cash Flows

For the Three Months Ended December 31, 2022 and 2023

(In thousands, unaudited)

2022 2023
Operating activities
Net income $ 37,712 $ 61,798
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries 5,019 13,521
Depreciation and amortization 52,246 53,984
Provision for expected credit losses 215 (71 )
Equity in earnings of unconsolidated subsidiaries (6,759 ) (10,195 )
Gain on sale of assets and businesses (1,121 ) (50 )
Stock compensation expense 9,799 11,818
Amortization of debt discount, premium and issuance costs 576 748
Deferred income taxes 14,601 930
Changes in operating assets and liabilities, net of effects<br> of business combinations:
Accounts receivable (32,497 ) 4,170
Other current assets (7,789 ) (12,098 )
Other assets 6,841 3,003
Accounts payable and accrued expenses (65,357 ) 51,884
Government advances (942 )
Net cash provided by operating activities 12,544 179,442
Investing activities
Business combinations, net of cash acquired (4,960 ) (9,085 )
Purchases of property and equipment (55,253 ) (60,603 )
Proceeds from sale of assets and businesses 2,979 104
Net cash used in investing activities (57,234 ) (69,584 )
Financing activities
Borrowings on revolving facilities 275,000 270,000
Payments on revolving facilities (210,000 ) (330,000 )
Payments on term loans (5,258 )
Borrowings of other debt 4,800 550
Principal payments on other debt (10,429 ) (8,648 )
Dividends paid to common stockholders (15,897 ) (16,048 )
Repurchase of common stock (1,914 ) (1,709 )
Increase (decrease) in overdrafts (1,301 ) 280
Proceeds from issuance of non-controlling interests 2,434 2,472
Distributions to and purchases of non-controlling interests (8,320 ) (14,931 )
Net cash provided by (used in) financing activities 34,373 (103,292 )
Net increase (decrease) in cash and cash equivalents (10,317 ) 6,566
Cash and cash equivalents at beginning of period 108,223 77,440
Cash and cash equivalents at end of period $ 97,906 $ 84,006
Supplemental information:
Cash paid for interest, excluding amounts received of $13,352 and $22,465 under the<br> interest rate cap contract $ 39,998 $ 50,564
Cash paid for taxes 7,446 10,008
11

VI. Condensed Consolidated Statements of Cash Flows

For the Years Ended December 31, 2022 and 2023

(In thousands, unaudited)

2022 2023
Operating activities
Net income $ 198,026 $ 299,731
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries 21,911 23,417
Depreciation and amortization 205,825 208,742
Provision for expected credit losses 174 1,030
Equity in earnings of unconsolidated subsidiaries (26,407 ) (40,813 )
Loss on extinguishment of debt 175
Gain on sale of assets and businesses (2,714 ) (57 )
Stock compensation expense 37,755 43,809
Amortization of debt discount, premium and issuance costs 2,272 2,647
Deferred income taxes 7,521 (16,119 )
Changes in operating assets and liabilities, net of effects<br> of business combinations:
Accounts receivable (52,183 ) 1,156
Other current assets (4,866 ) (29,374 )
Other assets 16,491 10,031
Accounts payable and accrued expenses (35,190 ) 77,683
Government advances (83,790 )
Net cash provided by operating activities 284,825 582,058
Investing activities
Business combinations, net of cash acquired (26,987 ) (29,567 )
Purchases of property, equipment, and other assets (190,372 ) (229,200 )
Investment in businesses (17,323 ) (9,873 )
Proceeds from sale of assets and businesses 8,343 163
Net cash used in investing activities (226,339 ) (268,477 )
Financing activities
Borrowings on revolving facilities 1,120,000 905,000
Payments on revolving facilities (835,000 ) (1,070,000 )
Proceeds from term loans 2,092,232
Payments on term loans (2,113,952 )
Borrowings of other debt 25,666 31,399
Principal payments on other debt (35,594 ) (46,946 )
Dividends paid to common stockholders (64,589 ) (63,904 )
Repurchase of common stock (195,528 ) (12,759 )
Decrease in overdrafts (10,392 ) (1,687 )
Proceeds from issuance of non-controlling interests 9,530 22,935
Distributions to and purchases of non-controlling interests (43,107 ) (63,531 )
Purchase of membership interests of Concentra Group Holdings Parent (5,876 ) (6,268 )
Net cash used in financing activities (34,890 ) (327,481 )
Net increase (decrease) in cash and cash equivalents 23,596 (13,900 )
Cash and cash equivalents at beginning of period 74,310 97,906
Cash and cash equivalents at end of period $ 97,906 $ 84,006
Supplemental information:
Cash paid for interest, excluding amounts received of $19,584 and $82,818 under the<br> interest rate cap contract $ 183,453 $ 272,261
Cash paid for taxes 32,290 88,510
12

VII. Key Statistics

For the Three Months Ended December 31, 2022 and 2023

(unaudited)

2022 2023 % Change
Critical Illness Recovery Hospital
Number of hospitals operated – end of period^(a)^ 103 107
Revenue (,000) $ 561,885 $ 567,128 0.9 %
Number of patient days^(b)(c)^ 287,424 277,470 (3.5 )%
Number of admissions^(b)(d)^ 9,275 9,126 (1.6 )%
Revenue per patient day^(b)(e)^ $ 1,947 $ 2,037 4.6 %
Occupancy rate^(b)(f)^ 70 % 66 % (5.7 )%
Adjusted EBITDA (,000) $ 44,345 $ 57,384 29.4 %
Adjusted EBITDA margin 7.9 % 10.1 %
Rehabilitation Hospital
Number of hospitals operated – end of period^(a)^ 31 33
Revenue (,000) $ 237,855 $ 260,166 9.4 %
Number of patient days^(b)(c)^ 108,857 116,003 6.6 %
Number of admissions^(b)(d)^ 7,587 8,264 8.9 %
Revenue per patient day^(b)(e)^ $ 2,011 $ 2,063 2.6 %
Occupancy rate^(b)(f)^ 85 % 85 % 0.0 %
Adjusted EBITDA (,000) $ 56,038 $ 66,344 18.4 %
Adjusted EBITDA margin 23.6 % 25.5 %
Outpatient Rehabilitation
Number of clinics operated – end of period^(a)^ 1,928 1,933
Working days^(g)^ 63 63
Revenue (,000) $ 281,091 $ 298,235 6.1 %
Number of visits^(b)(h)^ 2,408,114 2,672,936 11.0 %
Revenue per visit^(b)(i)^ $ 102 $ 100 (2.0 )%
Adjusted EBITDA (,000) $ 15,948 $ 22,473 40.9 %
Adjusted EBITDA margin 5.7 % 7.5 %
Concentra
Number of centers operated – end of period^(b)^ 540 544
Working days^(g)^ 63 63
Revenue (,000) $ 415,003 $ 440,740 6.2 %
Number of visits^(b)(h)^ 2,975,027 3,010,751 1.2 %
Revenue per visit^(b)(i)^ $ 130 $ 137 5.4 %
Adjusted EBITDA (,000) $ 62,236 $ 68,288 9.7 %
Adjusted EBITDA margin 15.0 % 15.5 %
13
(a) Includes managed locations.
(b) Excludes managed locations. For purposes of the Concentra segment, onsite<br> clinics are excluded.
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(c) Each patient day represents one patient occupying one bed for one day<br> during the periods presented.
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(d) Represents the number of patients admitted to Select Medical’s<br> hospitals during the periods presented.
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(e) Represents the average amount of revenue recognized for each patient<br> day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues<br> from certain other ancillary and outpatient services provided at Select Medical’s hospitals, by<br> the total number of patient days.
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(f) Represents the portion of our hospitals being utilized for patient care<br> during the periods presented. Occupancy rate is calculated using the number of patient days, as presented<br> above, divided by the total number of bed days available during the period. Bed days available is derived<br> by adding the daily number of available licensed beds for each of the periods presented.
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(g) Represents the number of days in which normal business operations were<br> conducted during the periods presented.
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(h) Represents the number of visits in which patients were treated at Select<br> Medical’s outpatient rehabilitation clinics and Concentra centers during the periods presented.<br> COVID-19 screening and testing services provided by our Concentra segment are not included in these<br> figures.
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(i) Represents the average amount of revenue recognized for each patient<br> visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from<br> certain other ancillary services, by the total number of visits. For purposes of this computation for<br> the Concentra segment, patient service revenue does not include onsite clinics or revenues generated<br> from COVID-19 screening and testing services.
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14

VIII. Key Statistics

For the Years Ended December 31, 2022 and 2023

(unaudited)

2022 2023 % Change
Critical Illness Recovery Hospital
Number of hospitals operated – end of period^(a)^ 103 107
Revenue (,000) $ 2,234,132 $ 2,299,773 2.9 %
Number of patient days^(b)(c)^ 1,127,911 1,108,492 (1.7 )%
Number of admissions^(b)(d)^ 36,594 36,225 (1.0 )%
Revenue per patient day^(b)(e)^ $ 1,973 $ 2,067 4.8 %
Occupancy rate^(b)(f)^ 69 % 68 % (1.4 )%
Adjusted EBITDA (,000) $ 111,344 $ 246,015 121.0 %
Adjusted EBITDA margin 5.0 % 10.7 %
Rehabilitation Hospital
Number of hospitals operated – end of period^(a)^ 31 33
Revenue (,000) $ 916,763 $ 979,585 6.9 %
Number of patient days^(b)(c)^ 430,547 446,145 3.6 %
Number of admissions^(b)(d)^ 29,736 31,627 6.4 %
Revenue per patient day^(b)(e)^ $ 1,953 $ 2,017 3.3 %
Occupancy rate^(b)(f)^ 85 % 85 % 0.0 %
Adjusted EBITDA (,000) $ 198,034 $ 221,875 12.0 %
Adjusted EBITDA margin 21.6 % 22.6 %
Outpatient Rehabilitation
Number of clinics operated – end of period^(a)^ 1,928 1,933
Working days^(g)^ 255 254
Revenue (,000) $ 1,125,282 $ 1,188,914 5.7 %
Number of visits^(b)(h)^ 9,573,980 10,657,558 11.3 %
Revenue per visit^(b)(i)^ $ 103 $ 100 (2.9 )%
Adjusted EBITDA (,000) $ 101,860 $ 111,868 9.8 %
Adjusted EBITDA margin 9.1 % 9.4 %
Concentra
Number of centers operated – end of period^(b)^ 540 544
Working days^(g)^ 255 254
Revenue (,000) $ 1,724,359 $ 1,838,081 6.6 %
Number of visits^(b)(h)^ 12,579,468 12,777,632 1.6 %
Revenue per visit^(b)(i)^ $ 127 $ 135 6.3 %
Adjusted EBITDA (,000) $ 334,337 $ 361,334 8.1 %
Adjusted EBITDA margin 19.4 % 19.7 %
15
(a) Includes managed locations.
(b) Excludes managed locations. For purposes of the Concentra segment, onsite<br> clinics are excluded.
--- ---
(c) Each patient day represents one patient occupying one bed for one day<br> during the periods presented.
--- ---
(d) Represents the number of patients admitted to Select Medical’s<br> hospitals during the periods presented.
--- ---
(e) Represents the average amount of revenue recognized for each patient<br> day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues<br> from certain other ancillary and outpatient services provided at Select Medical’s hospitals, by<br> the total number of patient days.
--- ---
(f) Represents the portion of our hospitals being utilized for patient care<br> during the periods presented. Occupancy rate is calculated using the number of patient days, as presented<br> above, divided by the total number of bed days available during the period. Bed days available is derived<br> by adding the daily number of available licensed beds for each of the periods presented.
--- ---
(g) Represents the number of days in which normal business operations were<br> conducted during the periods presented.
--- ---
(h) Represents the number of visits in which patients were treated at Select<br> Medical’s outpatient rehabilitation clinics and Concentra centers during the periods presented.<br> COVID-19 screening and testing services provided by our Concentra segment are not included in these<br> figures.
--- ---
(i) Represents the average amount of revenue recognized for each patient<br> visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from<br> certain other ancillary services, by the total number of visits. For purposes of this computation for<br> the Concentra segment, patient service revenue does not include onsite clinics or revenues generated<br> from COVID-19 screening and testing services.
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16

IX. Net Income to Adjusted EBITDA Reconciliation

For the Three Months and Years Ended December 31, 2022 and2023

(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 by management to evaluate financial performance and determine resource allocation for each of Select Medical’s segments. Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States of America (“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, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries.

Three Months Ended December 31, Years Ended December 31,
2022 2023 2022 2023
Net income $ 37,712 $ 61,798 $ 198,026 $ 299,731
Income tax expense 8,570 11,850 62,553 82,625
Interest expense 47,341 50,800 169,111 198,639
Equity in earnings of unconsolidated subsidiaries (6,759 ) (10,195 ) (26,407 ) (40,813 )
Loss on early retirement of debt 14,692
Income from operations $ 86,864 $ 114,253 $ 403,283 $ 554,874
Stock compensation expense:
Included in general and administrative 8,560 9,658 30,555 36,041
Included in cost of services 1,239 2,161 7,200 7,768
Depreciation and amortization 52,246 53,984 205,825 208,742
Adjusted EBITDA $ 148,909 $ 180,056 $ 646,863 $ 807,425
Critical illness recovery hospital $ 44,345 $ 57,384 $ 111,344 $ 246,015
Rehabilitation hospital 56,038 66,344 198,034 221,875
Outpatient rehabilitation 15,948 22,473 101,860 111,868
Concentra 62,236 68,288 334,337 361,334
Other^(a)^ (29,658 ) (34,433 ) (98,712 ) (133,667 )
Adjusted EBITDA $ 148,909 $ 180,056 $ 646,863 $ 807,425
(a) Other primarily includes general and administrative costs and other<br> operating income, as discussed further above.
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17

X. Reconciliation of Earnings per Common Shareto Adjusted Earnings per Common Share

For the Years Ended December 31, 2022 and 2023

(In thousands, except per share amounts, unaudited)

Adjusted net income attributable to common shares and adjusted earnings per common share are not measures of financial performance under GAAP. Items excluded from adjusted net income attributable to common shares and adjusted earnings per common share are significant components in understanding and assessing financial performance. Select Medical believes that the presentation of adjusted net income attributable to common shares and adjusted earnings per common share are important to investors because they are reflective of the financial performance of Select Medical’s ongoing operations and provide better comparability of its results of operations between periods. Adjusted net income attributable to common shares and adjusted earnings 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 attributable to common shares and adjusted earnings per common share are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, adjusted net income attributable to common shares and adjusted earnings per common share as presented may not be comparable to other similarly titled measures of other companies.

The following tables reconcile net income attributable to common shares and earnings per common share on a fully diluted basis to adjusted net income attributable to common shares and adjusted earnings per common share on a fully diluted basis. There were no adjustments to earnings per common share for the three months ended December 31, 2022 and 2023.

Years Ended December 31,
2022 Per Share^(a)^ 2023 Per Share^(a)^
Net income attributable to common shares^(a)^ $ 153,385 $ 1.23 $ 234,718 $ 1.91
Adjustments:^(b)^
Loss on early retirement of debt, net of<br> tax 10,019 0.08
Adjusted net income attributable to common shares $ 153,385 $ 1.23 $ 244,737 $ 1.99
(a) Net income attributable to common shares and earnings per common share<br> are calculated based on the diluted weighted average common shares outstanding, as presented in table<br> III.
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(b) Adjustments to net income attributable to common shares include estimated<br> income tax and non-controlling interest impacts and are calculated based on the diluted weighted average<br> common shares outstanding. The estimated income tax impact, which is determined using tax rates based<br> on the nature of the adjustment and the jurisdiction in which the adjustment occurred, includes both<br> current and deferred income tax expense or benefit.
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18

XI. Net Incometo Adjusted EBITDA Reconciliation

Business Outlook for the Year Ending December 31, 2024

(In millions, unaudited)

The following is a reconciliation of full year 2024 Adjusted EBITDA expectations as computed at the low and high points of the range to the closest comparable GAAP financial measure. Refer to table IX for the definition of Adjusted EBITDA and a discussion of Select Medical’s use of Adjusted EBITDA in evaluating financial performance. Each item presented in the below table is an estimation of full year 2024 expectations

Range
Non-GAAP Measure Reconciliation Low High
Net income attributable to Select Medical $ 243 $ 282
Net income attributable to non-controlling interests 59 61
Net income 302 343
Income tax expense 95 108
Interest expense 217 217
Equity in earnings of unconsolidated subsidiaries (43 ) (47 )
Income from operations 571 621
Stock compensation expense 48 48
Depreciation and amortization 211 211
Adjusted EBITDA $ 830 $ 880
19