Select Medical Holdings Corporation Announces Results for Fourth Quarter and Year Ended December 31, 2012 and $300.0 Million Refinancing

MECHANICSBURG, Pa., Feb. 21, 2013 /PRNewswire/ -- Select Medical Holdings Corporation ("Select Medical") (NYSE: SEM) today announced results for its fourth quarter and year ended December 31, 2012.

For the fourth quarter ended December 31, 2012, net operating revenues increased 3.2% to $741.1 million compared to $718.4 million for the same quarter, prior year.  Income from operations increased 9.4% to $80.9 million compared to $74.0 million for the same quarter, prior year.  Net income attributable to Select Medical increased 6.9% to $39.4 million compared to $36.9 million for the same quarter, prior year.  Net income before interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, equity in earnings (losses) of unconsolidated subsidiaries and other income (expense) ("Adjusted EBITDA") for the fourth quarter increased 5.3% to $98.8 million compared to $93.8 million for the same quarter, prior year.  A reconciliation of net income to Adjusted EBITDA is presented in table VIII of this release.  Income per common share for the fourth quarter ended December 31, 2012 was $0.28 on a fully diluted basis compared to income per common share of $0.25 for the same quarter, prior year. 

For the year ended December 31, 2012, net operating revenues increased 5.2% to $2,949.0 million compared to $2,804.5 million for the prior year.  Income from operations increased 8.4% to $336.9 million compared to $310.7 million for the prior year.  Net income attributable to Select Medical increased 37.4% to $148.2 million compared to $107.8 million for the prior year.  Net income attributable to Select Medical for the year ended December 31, 2012 includes a loss on early retirement of debt, net of tax, of $3.8 million associated with the September 12, 2012 redemption of $275.0 million of its 7 5/8% senior subordinated notes.  Net income attributable to Select Medical for the year ended December 31, 2011 includes a loss on early retirement of debt, net of tax, of $19.6 million associated with the June 1, 2011 refinancing of a portion of its indebtedness.  Adjusted EBITDA for the year ended December 31, 2012 increased 5.2% to $405.8 million compared to $386.0 million for the prior year.  A reconciliation of net income to Adjusted EBITDA is presented in table VIII of this release.  Income per common share for the year ended December 31, 2012 was $1.05 on a fully diluted basis compared to income per common share of $0.71 for the prior year.  Excluding the loss related to the early retirement of debt in both periods and their related tax effects, Adjusted Net Income Per Share was $1.07 and $0.84 per diluted share for the year ended December 31, 2012 and 2011, respectively.  A reconciliation of income per common share to Adjusted Net Income Per Share is presented in table IX of this release.

Specialty Hospitals

For the fourth quarter of 2012, net operating revenues for the specialty hospital segment increased 4.1% to $556.0 million compared to $534.2 million for the same quarter, prior year.  Adjusted EBITDA for the specialty hospital segment increased 7.0% to $95.6 million compared to $89.3 million for the same quarter, prior year.  The Adjusted EBITDA margin for the segment was 17.2% for the fourth quarter of 2012, compared to 16.7% for the same quarter, prior year.  Certain specialty hospital key statistics for the three months ended December 31, 2012 and 2011 are presented in table VI of this release.

For the year ended December 31, 2012, net operating revenues for the specialty hospital segment increased 4.9% to $2,197.5 million compared to $2,095.5 million for the prior year.  Adjusted EBITDA for the specialty hospital segment for the year ended December 31, 2012 increased 5.2% to $381.4 million compared to $362.3 million for the prior year.  The Adjusted EBITDA margin for the segment was 17.4% for the year ended December 31, 2012, compared to 17.3% for the prior year. Certain specialty hospital key statistics for the years ended December 31, 2012 and 2011 are presented in table VII of this release. 

Outpatient Rehabilitation

For the fourth quarter of 2012, net operating revenues for the outpatient rehabilitation segment increased 0.5% to $185.1 million compared to $184.2 million for the same quarter, prior year.  Adjusted EBITDA for the segment for the fourth quarter decreased 1.1% to $18.4 million compared to $18.6 million for the same quarter, prior year.  The Adjusted EBITDA margin for the segment was 9.9% for the fourth quarter of 2012, compared to 10.1% for the same quarter, prior year.  During the fourth quarter of 2012 a substantial number of our outpatient rehabilitation clinics in the mid-Atlantic and Northeastern states were adversely affected by hurricane Sandy which negatively affected our net operating revenue and Adjusted EBITDA.  We have estimated the lost patient revenue from this event to be approximately $3.9 million.  Certain outpatient rehabilitation key statistics for the three months ended December 31, 2012 and 2011 are presented in table VI of this release. 

For the year ended December 31, 2012, net operating revenues for the outpatient rehabilitation segment increased 6.0% to $751.3 million compared to $708.9 million for the prior year.  Adjusted EBITDA for the segment for the year ended December 31, 2012 increased 3.8% to $87.0 million compared to $83.9 million for the prior year.  The Adjusted EBITDA margin for the segment was 11.6% for the year ended December 31, 2012, compared to 11.8% for the prior year.  During the fourth quarter of 2012 a substantial number of our outpatient rehabilitation clinics in the mid-Atlantic and Northeastern states were adversely affected by hurricane Sandy which negatively affected our net operating revenue and Adjusted EBITDA.  We have estimated the lost patient revenue from this event to be approximately $3.9 million.  Certain outpatient rehabilitation key statistics for the years ended December 31, 2012 and 2011 are presented in table VII of this release. 

Special Cash Dividend

On October 30, 2012, Select Medical's board of directors declared a special cash dividend of $1.50 per share, totaling $210.9 million.  This special cash dividend was paid on December 12, 2012 to all stockholders of record at the close of business on December 5, 2012.  The dividend was funded with cash on hand and borrowings under Select Medical's revolving credit facility. 

Stock Repurchase Program

On February 20, 2013, the board of directors of Select Medical authorized an increase of $100.0 million in the capacity of its common stock repurchase program from $250.0 million to $350.0 million and extended the program for an additional year.  The program will now remain in effect until March 31, 2014, unless further extended 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.  The timing of purchases of stock will be based upon market conditions and other factors.  Select Medical is funding this program with cash on hand or borrowings under its revolving credit facility.  Select Medical did not repurchase shares during the three months ended December 31, 2012.  Select Medical repurchased 5,725,782 shares at a cost of $46.8 million during the year ended December 31, 2012.  Since the inception of the program through December 31, 2012, Select Medical has repurchased 22,490,389 shares at a cost of $163.6 million, an average cost per share of $7.28, which includes transaction costs.

Refinancing

On February 20, 2013, Select Medical Corporation ("Select") entered into an additional credit extension amendment to its senior secured credit facilities that provided for a $300.0 million additional term loan tranche, (the "Series B Tranche B Term Loan") to Select.  Select intends to use borrowings under the Series B Tranche B Term Loan to redeem all of its outstanding 7 5/8% senior subordinated notes due 2015, to finance Select Medical's redemption of all of Select Medical's senior floating rate notes due 2015, and to repay a portion of the balance outstanding under Select's revolving credit facility.  The balance of the Series B Tranche B Term Loan will be payable on February 20, 2016.

On February 20, 2013, Select and Select Medical each instructed U.S. Bank Trust National Association, as trustee, to deliver an irrevocable notice of redemption to the holders of all of Select's outstanding 7 5/8% senior subordinated notes due 2015 and all of Select Medical's outstanding senior floating rate notes due 2015, respectively, all of which will be redeemed at 100% of the principal amount plus any accrued and unpaid interest to the redemption date on or about March 22, 2013.

Business Outlook

Select Medical confirms the guidance it provided in its January 7, 2013 press release and expects consolidated net operating revenues for the full year 2013 to be in the range of $2.95 billion to $3.05 billion.  Select Medical expects Adjusted EBITDA for the full year 2013 to be in the range of $400.0 million to $415.0 million.  Select Medical expects fully diluted income per common share for the full year 2013 to be in the range of $0.98 to $1.04.

Select Medical's business outlook includes the expected adverse financial impact to outpatient therapy payments related to the multiple procedure payment reduction change included in the American Taxpayer Relief Act of 2012, which would become effective for outpatient therapy services April 1, 2013. Select Medical estimates this negative impact to net operating revenues and Adjusted EBITDA to be between $5.0 million and $10.0 million annually for its outpatient rehabilitation segment. The above business outlook does not include any adverse estimated financial impact from potential sequestration cuts currently scheduled to occur on or about April 1, 2013 in the absence of further congressional action. Select Medical estimates this negative impact to net operating revenues and Adjusted EBITDA to be approximately $20.0 million if implemented. Select Medical assumed a 40.0% effective tax rate when preparing the above business outlook for 2013.

Conference Call

Select Medical will host a conference call regarding its fourth quarter and full year results and its business outlook on Friday, February 22, 2013, at 9:00am EST. The domestic dial-in number for the call is 1-800-299-0433. The international dial-in number is 1-617-801-9712. The passcode for the call is 50281270. The conference call will be webcast simultaneously and can be accessed at Select Medical Holdings Corporation's website, www.selectmedicalholdings.com.

For those unable to participate in the conference call, a replay will be available until 11:59pm EST, March 1, 2013. The replay number is 1-888-286-8010 (domestic) or 1-617-801-6888 (international). The passcode for the replay will be 23861340. The replay can also be accessed at Select Medical Holdings Corporation's website, www.selectmedicalholdings.com.

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Select Medical is a leading operator of specialty hospitals and outpatient rehabilitation clinics in the United States. As of December 31, 2012, Select Medical operated 110 long term acute care hospitals and 12 acute medical rehabilitation hospitals in 28 states and 979 outpatient rehabilitation clinics in 32 states and the District of Columbia. Select Medical also provides medical rehabilitation services on a contracted basis to nursing homes, hospitals, assisted living and senior care centers, schools and work sites. Information about Select Medical is available at www.selectmedical.com.

Certain statements contained herein that are not descriptions of historical facts are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995).  Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to factors including the following:

• changes in government reimbursement for our services due to the implementation of healthcare reform legislation, deficit reduction measures, and/or new payment policies (including, for example, the expiration of the moratorium on the 25-percent payment adjustment threshold that would reduce our Medicare payments for those patients admitted to a long-term acute care hospital from a referring hospital in excess of the percentage threshold) may result in a reduction in net operating revenues, an increase in costs and a reduction in profitability;
• the impact of the Budget Control Act of 2011 which, as amended by the American Taxpayer Relief Act of 2012, will generally result in a 2% reduction to Medicare payments for services furnished on or after April 1, 2013 unless further legislation is enacted;
• the failure of our specialty hospitals to maintain their Medicare certifications may cause our net operating revenues and profitability to decline;
• the failure of our facilities operated as "hospitals within hospitals" to qualify as hospitals separate from their host hospitals may cause our net operating revenues and profitability to decline;
• a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;
• acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources or expose us to unforeseen liabilities;
• private third-party payors for our services may undertake future cost containment initiatives that 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 or therapists could increase our operating costs significantly;
• competition may limit our ability to grow and result in a decrease in our net operating revenues and profitability;
• the loss of key members of our management team could significantly disrupt our operations;
• the effect of claims asserted against us could subject us to substantial uninsured liabilities; and
• other factors discussed from time to time in our filings with the Securities and Exchange Commission (the "SEC"), including factors discussed under the heading "Risk Factors" of the annual report on Form 10-K.

Investor inquiries:

Joel T. Veit
Senior Vice President and Treasurer
717-972-1100
[email protected]

VIII. Net Income to Adjusted EBITDA Reconciliation
For the Three Months and Year Ended December 31, 2011 and 2012
(In thousands, unaudited)

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 net income before interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, equity in earnings (losses) of unconsolidated subsidiaries and other income (expense).  The Company believes that 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 its operating units.

Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles.  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, 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 generally accepted accounting principles and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies. 

SOURCE Select Medical Holdings Corporation