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      Select Medical Holdings Corporation Announces Results for Second Quarter Ended June 30, 2014 and Cash Dividend


      News provided by

      Select Medical Corporation

      Aug 07, 2014, 04:30 ET

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      MECHANICSBURG, Pa., Aug. 7, 2014 /PRNewswire/ -- Select Medical Holdings Corporation ("Select Medical") (NYSE: SEM) today announced results for its second quarter ended June 30, 2014 and the declaration of a cash dividend.

      For the second quarter ended June 30, 2014, net operating revenues increased 2.1% to $772.8 million, compared to $756.7 million for the same quarter, prior year.  Income from operations was $82.2 million for the second quarter ended June 30, 2014, compared to $88.3 million for the same quarter, prior year.  Net income attributable to Select Medical was $35.3 million for the second quarter ended June 30, 2014, compared to $27.8 million for the same quarter, prior year.  Net income attributable to Select Medical for the second quarter ended June 30, 2013 includes a loss on early retirement of debt, net of tax, of $10.5 million.  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 second quarter ended June 30, 2014 was $101.4 million, compared to $106.0 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 second quarter ended June 30, 2014 was $0.27 on a fully diluted basis compared to income per common share of $0.20 for the same quarter, prior year.  Excluding the loss related to the early retirement of debt for the second quarter ended June 30, 2013 and its related tax affects, adjusted income per common share was $0.27 per diluted share for the second quarter ended June 30, 2013.  A reconciliation of net income per share to adjusted net income per share for the second quarter ended June 30, 2013 is presented in table IX of this release. The results for the quarters ended June 30, 2014 and 2013 both reflect Medicare changes that became effective on April 1, 2013, including (i) a 2% reduction in Medicare payments that was implemented as part of the automatic reduction in federal spending mandated under the Budget Control Act of 2011 (the "Sequestration Reduction"), and (ii) an increase from 25% to 50% in the multiple procedure payment reduction for therapy services as mandated by the American Taxpayer Relief Act of 2012 (the "MPPR Reduction").

      For the six months ended June 30, 2014, net operating revenues increased 1.9% to $1,535.3 million compared to $1,506.6 million for the same period, prior year.  Income from operations was $160.6 million compared to $170.8 million for the same period, prior year.  The Sequestration Reduction and MPPR Reduction reduced both net operating revenues and income from operations by $15.2 million for the Sequestration Reduction and $4.5 million for the MPPR Reduction for the six months ended June 30, 2014.  The Sequestration Reduction and MPPR Reduction reduced both net operating revenues and income from operations by $9.5 million for the Sequestration Reduction and $1.7 million for the MPPR Reduction for the six months ended June 30, 2013.  Net income attributable to Select Medical was $68.4 million compared to $62.2 million for the same period, prior year.  Net income attributable to Select Medical for the six months ended June 30, 2014 and 2013 includes losses on early retirement of debt, net of tax, of $1.4 million and $11.4 million, respectively.  Adjusted EBITDA for the six months ended June 30, 2014 decreased 3.8% to $198.2 million compared to $206.0 million for the same period, prior year.  A reconciliation of net income to Adjusted EBITDA is presented in table VIII of this release.  Income per common share for the six months ended June 30, 2014 was $0.51 on a fully diluted basis compared to income per common share of $0.44 for the six months ended June 30, 2013.  Excluding the loss related to the early retirement of debt and its related tax effects in both periods, adjusted income per common share was $0.52 per diluted share for the six months ended June 30, 2014 compared to $0.53 per diluted share for the six months ended June 30, 2013.  A reconciliation of net income per share to adjusted net income per share for both the six months ended June 30, 2014 and 2013 is presented in table X of this release.

      Specialty Hospitals

      For the second quarter ended June 30, 2014, net operating revenues for the specialty hospital segment decreased 0.3% to $557.8 million, compared to $559.4 million for the same quarter, prior year.  Adjusted EBITDA for the specialty hospital segment was $88.7 million for the second quarter ended June 30, 2014, compared to $96.4 million for the same quarter, prior year.  The Adjusted EBITDA margin for the segment was 15.9% for the second quarter ended June 30, 2014, compared to 17.2% for the same quarter, prior year.  Certain specialty hospital key statistics for both the second quarter ended June 30, 2014 and 2013 are presented in table VI of this release.

      For the six months ended June 30, 2014, net operating revenues for the specialty hospital segment increased 0.5% to $1,122.5 million compared to $1,117.1 million for the same period, prior year.  The Sequestration Reduction reduced net operating revenues and income from operations for the segment by approximately $14.4 million and $9.1 million for the six months ended June 30, 2014 and 2013, respectively.  Adjusted EBITDA for the specialty hospital segment for the six months ended June 30, 2014 decreased 4.7% to $180.8 million compared to $189.7 million for the same period, prior year.  The Adjusted EBITDA margin for the segment was 16.1% for the six months ended June 30, 2014, compared to 17.0% for the same period, prior year.  Certain specialty hospital key statistics for both the six months ended June 30, 2014 and 2013 are presented in table VII of this release.

      Outpatient Rehabilitation

      For the second quarter ended June 30, 2014, net operating revenues for the outpatient rehabilitation segment increased 9.0% to $214.8 million, compared to $197.1 million for the same quarter, prior year.  Adjusted EBITDA for the segment for the second quarter ended June 30, 2014 increased 16.8% to $30.4 million, compared to $26.1 million for the same quarter, prior year.  The Adjusted EBITDA margin for the segment was 14.2% for the second quarter ended June 30, 2014, compared to 13.2% for the same quarter, prior year.  Certain outpatient rehabilitation key statistics for both the second quarter ended June 30, 2014 and 2013 are presented in table VI of this release.

      For the six months ended June 30, 2014, net operating revenues for the outpatient rehabilitation segment increased 6.0% to $412.6 million compared to $389.2 million for the same period, prior year.  The Sequestration Reduction and MPPR Reduction reduced both net operating revenues and income from operations for the segment by approximately $0.9 million for the Sequestration Reduction and $4.5 million for the MPPR Reduction for the six months ended June 30, 2014.  The Sequestration Reduction and MPPR Reduction reduced both net operating revenues and income from operations for the segment by approximately $0.4 million for the Sequestration Reduction and $1.7 million for the MPPR Reduction for the six months ended June 30, 2013.  Adjusted EBITDA for the segment for the six months ended June 30, 2014 increased 5.2% to $51.4 million compared to $48.9 million for the same period, prior year.  The Adjusted EBITDA margin for the segment was 12.5% for the six months ended June 30, 2014 compared to 12.6% for the same period, prior year.  Certain outpatient rehabilitation key statistics for both the six months ended June 30, 2014 and 2013 are presented in table VII of this release. 

      Stock Repurchase Program

      The board of directors of Select Medical has authorized a $500.0 million stock repurchase program that will remain in effect until December 31, 2016, 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.  Select Medical is funding this program with cash on hand and borrowings under Select's revolving credit facility.  Select Medical repurchased a total of 1,285,714 shares at a total cost of $18.0 million, or $14.00 per share, during the quarter ended June 30, 2014.  Since the inception of the program through June 30, 2014, Select Medical has repurchased 34,891,794 shares at a cost of approximately $301.1 million, or $8.63 per share, which includes transaction costs.

      Dividends

      On August 6, 2014, Select Medical's board of directors declared a cash dividend of $0.10 per share.  The dividend will be payable on or about August 29, 2014 to stockholders of record as of the close of business on August 20, 2014.

      There is no assurance that future dividends will be declared or the timing or amount of any future dividend. The declaration and payment of dividends in the future are at the sole discretion of our board of directors after taking into account various factors, including our financial condition, operating results, available cash and current and anticipated cash needs and applicable restrictions in our debt documents.

      Business Outlook

      Select Medical is reaffirming its prior business outlook provided most recently in its May 1, 2014 first quarter earnings press release.  Select Medical continues to expect consolidated net operating revenues for the full year 2014 to be in the range of $3.05 billion to $3.15 billion.  Select Medical continues to expect Adjusted EBITDA for the full year 2014 to be in the range of $365.0 million to $385.0 million.  Select Medical continues to expect adjusted income per common share, which excludes the loss on retirement of debt and its related tax effects, for the full year 2014 to be in the range $0.89 to $0.97.  Select Medical continues to expect fully diluted income per common share for the full year 2014 to be in the range of $0.88 to $0.96.

      Conference Call

      Select Medical will host a conference call regarding its second quarter results and its business outlook on Friday, August 8, 2014, at 9:00 am EDT. The domestic dial-in number for the call is 1-866-515-2907. The international dial-in number is 1-617-399-5121. The passcode for the call is 47783079. The conference call will be webcast simultaneously and can be accessed at Select Medical's website, www.selectmedicalholdings.com.

      For those unable to participate in the conference call, a replay will be available until 11:59 pm EDT, August 15, 2014. The replay number is 1-888-286-8010 (domestic) or 1-617-801-6888 (international). The passcode for the replay will be 35238169. The replay can also be accessed at Select Medical's website, www.selectmedicalholdings.com.

      Select Medical is a leading operator of specialty hospitals and outpatient rehabilitation clinics in the United States. As of June 30, 2014, Select Medical operated 112 long term acute care hospitals and 15 acute medical rehabilitation hospitals in 28 states and 1,019 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 limiting the full application of the 25 Percent Rule that would reduce our Medicare payments for those patients admitted to a long term acute care hospital from a referring hospital in excess of an applicable percentage admissions threshold) may result in a reduction in net operating revenues, an increase in costs and a reduction in profitability;

      • the impact of the Bipartisan Budget Act of 2013, which establishes new payment limits for Medicare patients who do not meet specified criteria, may result in a reduction in net operating revenues and profitability of our long term acute care hospitals;

      • 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, 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]

      I.   Condensed Consolidated Statements of Operations

      For the Three Months Ended June 30, 2013 and 2014

      (In thousands, except per share amounts, unaudited)










      2013


      2014


      % Change








      Net operating revenues


      $   756,673


      $   772,762


      2.1%








      Costs and expenses:







      Cost of services


      625,730


      642,881


      2.7%

      General and administrative


      17,927


      19,377


      8.1%

      Bad debt expense


      8,846


      11,115


      25.7%

      Depreciation and amortization


      15,907


      17,196


      8.1%








      Income from operations


      88,263


      82,193


      (6.9)%








      Loss on early retirement of debt


      (17,280)


      -


      N/M

      Equity in earnings of unconsolidated subsidiaries


      568


      1,239


      118.1%

      Interest expense


      (21,904)


      (21,663)


      (1.1)%








      Income before income taxes


      49,647


      61,769


      24.4%








      Income tax expense


      19,769


      23,775


      20.3%








      Net income


      29,878


      37,994


      27.2%








      Less:  Net income attributable to non-

           controlling interests


      2,098


      2,653


      26.5%








      Net income attributable to Select Medical

            Holdings Corporation


      $   27,780


      $   35,341


      27.2%








      Income per common share:







           Basic


      $0.20


      $0.27



           Diluted


      $0.20


      $0.27










      Weighted average shares outstanding:







           Basic


      136,609


      127,038



           Diluted


      136,743


      127,541










      N/M = Not Meaningful








      II.   Condensed Consolidated Statements of Operations

      For the Six Months Ended June 30, 2013 and 2014

      (In thousands, except per share amounts, unaudited)










      2013


      2014


      % Change








      Net operating revenues


      $   1,506,628


      $   1,535,340


      1.9%








      Costs and expenses:







      Cost of services


      1,250,634


      1,281,645


      2.5%

      General and administrative


      35,325


      37,500


      6.2%

      Bad debt expense


      18,167


      22,133


      21.8%

      Depreciation and amortization


      31,709


      33,425


      5.4%








      Income from operations


      170,793


      160,637


      (5.9)%








      Loss on early retirement of debt


      (18,747)


      (2,277)


      N/M

      Equity in earnings of unconsolidated subsidiaries


      1,626


      2,147


      32.0%

      Interest expense


      (45,362)


      (42,279)


      (6.8)%








      Income before income taxes


      108,310


      118,228


      9.2%








      Income tax expense


      41,630


      45,867


      10.2%








      Net income


      66,680


      72,361


      8.5%








      Less:  Net income attributable to non-

           controlling interests


      4,482


      3,976


      (11.3)%








      Net income attributable to Select Medical

            Holdings Corporation


      $   62,198


      $   68,385


      9.9%








      Income per common share:







           Basic


      $0.44


      $0.51



           Diluted


      $0.44


      $0.51










      Weighted average shares outstanding:







           Basic


      136,997


      131,266



           Diluted


      137,165


      131,766










      N/M = Not Meaningful








      III.  Condensed Consolidated Balance Sheets

      (In thousands, unaudited)



      December 31,
      2013


      June 30,
      2014

      Assets










      Cash


      $         4,319


      $         3,140






      Accounts receivable, net


      391,319


      453,184






      Current deferred tax asset


      17,624


      16,042






      Other current assets


      41,140


      44,759






      Total Current Assets


      454,402


      517,125






      Property and equipment, net


      509,102


      526,349






      Goodwill


      1,642,633


      1,642,869






      Other identifiable intangibles


      71,907


      72,023






      Other assets


      139,578


      145,405






      Total Assets


      $  2,817,622


      $  2,903,771






      Liabilities and Equity










      Payables and accruals


      $     353,959


      $     341,083






      Current portion of long-term debt


      17,565


      14,778






      Total Current Liabilities


      371,524


      355,861






      Long-term debt, net of current portion


      1,427,710


      1,598,754






      Non-current deferred tax liability


      96,287


      95,981






      Other non-current liabilities


      91,875


      96,335






      Total Liabilities


      1,987,396


      2,146,931






      Redeemable non-controlling interests


      11,584


      11,238






      Total equity


      818,642


      745,602






      Total Liabilities and Equity


      $  2,817,622


      $  2,903,771

















      IV.  Consolidated Statement of Cash Flows


      For the Three Months Ended June 30, 2013 and 2014

      (In thousands, unaudited)




      2013


      2014

      Operating Activities





      Net Income


      $      29,878


      $      37,994

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





           Depreciation and amortization


      15,907


      17,196

           Provision for bad debts


      8,846


      11,115

      Equity in earnings of unconsolidated subsidiaries


      (568)


      (1,239)

           Loss from disposal or sale of assets


      40


      22

      Loss on early retirement of debt


      17,280


      -

           Non-cash stock compensation expense


      1,788


      1,965

           Amortization of debt discount, premium and issuance costs


      2,284


      1,798

           Deferred income taxes


      3,190


      1,218

           Changes in operating assets and liabilities, net of effects from
           acquisition of businesses:





      Accounts receivable


      (5,869)


      3,188

      Other current assets


      513


      209

      Other assets


      796


      476

      Accounts payable


      (6,795)


      5,611

      Due to third-party payors


      3,320


      790

      Accrued expenses


      (7,503)


      (2,073)

      Income taxes


      (29,110)


      (20,101)

      Net cash provided by operating activities


      33,997


      58,169






      Investing activities





      Purchases of property and equipment


      (13,963)


      (23,194)

      Investment in businesses, net of distributions


      (18,739)


      (51)

      Acquistion of businesses, net of cash acquired


      (171)


      (79)

      Net cash used in investing activities


      (32,873)


      (23,324)






      Financing activities





      Borrowings on revolving credit facility


      265,000


      230,000

      Payments on revolving credit facility


      (250,000)


      (225,000)

      Payments on credit facility term loans


      (589,052)


      -

      Issuance of 6.375% senior notes


      600,000


      -

      Borrowings of other debt


      1,083


      -

      Principal payments on other debt


      (2,382)


      (3,982)

      Proceeds from (repayment of) bank overdrafts


      7,254


      (9,284)

      Debt issuance costs


      (14,374)


      -

      Dividends paid to common stockholders


      (13,963)


      (13,097)

      Repurchase of common stock


      -


      (18,000)

      Proceeds from issuance of common stock


      -


      3,354

      Distributions to non-controlling interests


      (422)


      (388)

      Net cash provided by (used in) financing activities


      3,144


      (36,397)






      Net increase (decrease) in cash and cash equivalents


      4,268


      (1,552)






      Cash and cash equivalents at beginning of period


      4,500


      4,692

      Cash and cash equivalents at end of period


      $       8,768


      $       3,140






      Supplemental Cash Flow Information





           Cash paid for interest


      $     26,709


      $     24,700

           Cash paid for taxes


      $     45,692


      $     42,659









      V.  Consolidated Statement of Cash Flows


      For the Six Months Ended June 30, 2013 and 2014

      (In thousands, unaudited)




      2013


      2014

      Operating Activities





      Net Income


      $      66,680


      $      72,361

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





           Depreciation and amortization


      31,709


      33,425

           Provision for bad debts


      18,167


      22,133

      Equity in earnings of unconsolidated subsidiaries


      (1,626)


      (2,147)

           Loss from disposal or sale of assets


      81


      143

           Loss on early retirement of debt


      18,747


      2,277

           Non-cash stock compensation expense


      3,537


      4,120

           Amortization of debt discount, premium, and issuance costs


      4,588


      3,849

           Deferred income taxes


      3,192


      1,275

           Changes in operating assets and liabilities, net of effects from
           acquisition of businesses:





      Accounts receivable


      (83,832)


      (84,249)

      Other current assets


      (5,894)


      (2,935)

      Other assets


      144


      (3,462)

      Accounts payable


      (2,665)


      10,343

      Due to third-party payors


      5,217


      1,944

      Accrued expenses


      (28,203)


      (16,030)

      Income taxes


      (7,819)


      (878)

      Net cash provided by operating activities


      22,023


      42,169






      Investing activities





      Purchases of property and equipment


      (27,962)


      (50,493)

      Investment in businesses, net of distributions


      (28,716)


      (175)

      Acquisition of businesses, net of cash acquired


      (171)


      (454)

      Net cash used in investing activities


      (56,849)


      (51,122)






      Financing activities





      Borrowings on revolving credit facility


      455,000


      515,000

      Payments on revolving credit facility


      (480,000)


      (425,000)

      Borrowings on credit facility term loans, net of discount


      298,500


      -

      Payments on credit facility term loans


      (592,615)


      (33,994)

      Issuance of 6.375% senior notes, includes premium


      600,000


      111,650

      Repurchase of senior floating rate notes


      (167,300)


      -

      Repurchase of 7 5/8% senior subordinated notes


      (70,000)


      -

      Borrowings of other debt


      6,909


      6,111

      Principal payments on other debt


      (4,673)


      (7,049)

      Proceeds from (repayments of) bank overdrafts


      1,625


      (3,314)

      Debt issuance costs


      (18,583)


      (4,434)

      Dividends paid to common stockholders


      (13,963)


      (27,153)

      Repurchase of common stock


      (9,983)


      (127,500)

      Proceeds from issuance of common stock


      -


      5,297

      Distributions to non-controlling interests


      (1,467)


      (1,840)

      Net cash provided by financing activities


      3,450


      7,774






      Net decrease in cash and cash equivalents


      (31,376)


      (1,179)






      Cash and cash equivalents at beginning of period


      40,144


      4,319

      Cash and cash equivalents at end of period


      $       8,768


      $        3,140






      Supplemental Cash Flow Information





           Cash paid for interest


      $     53,914


      $     39,107

           Cash paid for taxes


      $     46,832


      $     45,471







      VI.  Key Statistics

      For the Three Months Ended June 30, 2013 and 2014




       (unaudited)






      2013


      2014


      % Change

      Specialty Hospitals







      Number of hospitals – end of period:







      Long term acute care hospitals (a)


      109


      112



      Rehabilitation hospitals (a)


      14


      15



      Total specialty hospitals


      123


      127










      Net operating revenues (,000)


      $  559,386


      $  557,833


      (0.3)%








      Number of patient days (b)


      341,655


      330,378


      (3.3)%








      Number of admissions (b)


      14,106


      13,796


      (2.2)%








      Net revenue per patient day (b)(c)


      $      1,532


      $      1,562


      2.0%








      Adjusted EBITDA (,000)


      $    96,393


      $    88,688


      (8.0)%








      Adjusted EBITDA margin


      17.2%


      15.9%










      Outpatient Rehabilitation







      Number of clinics – end of period


      988


      1,019










      Net operating revenues (,000)


      $  197,080


      $  214,798


      9.0%








      Number of visits (d)


      1,217,598


      1,289,782


      5.9%








      Revenue per visit (d)(e)


      $         103


      $         103


      0.0%








      Adjusted EBITDA (,000)


      $    26,054


      $    30,432


      16.8%








      Adjusted EBITDA margin


      13.2%


      14.2%











      (a)     Includes managed hospitals.

      (b)     Excludes managed hospitals.

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

      (d)     Excludes managed clinics.

      (e)     Net revenue per visit is calculated by dividing outpatient rehabilitation clinic direct patient service revenue by
                the total number of visits.  For purposes of this computation, outpatient rehabilitation clinic direct patient 
                service revenue does not include managed clinics or contract services revenue.











      VII.  Key Statistics

      For the Six Months Ended June 30, 2013 and 2014




       (unaudited)






      2013


      2014


      % Change

      Specialty Hospitals







      Number of hospitals – end of period:







      Long term acute care hospitals (a)


      109


      112



      Rehabilitation hospitals (a)


      14


      15



      Total specialty hospitals


      123


      127










      Net operating revenues (,000)


      $ 1,117,137


      $  1,122,458


      0.5%








      Number of patient days (b)


      681,037


      671,929


      (1.3)%








      Number of admissions (b)


      27,962


      27,737


      (0.8)%








      Net revenue per patient day (b)(c)


      $        1,538


      $        1,550


      0.8%








      Adjusted EBITDA (,000)


      $    189,740


      $    180,838


      (4.7)%








      Adjusted EBITDA margin


      17.0%


      16.1%










      Outpatient Rehabilitation







      Number of clinics – end of period


      988


      1,019










      Net operating revenues (,000)


      $    389,181


      $   412,648


      6.0%








      Number of visits (d)


      2,380,221


      2,464,572


      3.5%








      Revenue per visit (d)(e)


      $           104


      $          104


      0.0%








      Adjusted EBITDA (,000)


      $      48,887


      $     51,421


      5.2%








      Adjusted EBITDA margin


      12.6%


      12.5%











      (a)     Includes managed hospitals.

      (b)     Excludes managed hospitals.

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

      (d)     Excludes managed clinics.

      (e)     Net revenue per visit is calculated by dividing outpatient rehabilitation clinic direct patient service revenue by
                the total number of visits.  For purposes of this computation, outpatient rehabilitation clinic direct patient
                service revenue does not include managed clinics or contract services revenue.









      VIII.  Net Income to Adjusted EBITDA Reconciliation
      For the Three and Six Months Ended June 30, 2013 and 2014
      (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. 




      Three Months Ended June 30,


      Six Months Ended June 30,



      2013


      2014


      2013


      2014

      Net income


      $      29,878


      $     37,994


      $     66,680


      $     72,361

      Income tax expense


      19,769


      23,775


      41,630


      45,867

      Loss on early retirement of debt


      17,280


      -


      18,747


      2,277

      Interest expense


      21,904


      21,663


      45,362


      42,279

      Equity in earnings of unconsolidated 
         subsidiaries


      (568)


      (1,239)


      (1,626)


      (2,147)

      Stock compensation expense:









         Included in general and administrative


      1,231


      1,480


      2,427


      3,190

         Included in cost of services


      557


      485


      1,110


      930

      Depreciation and amortization


      15,907


      17,196


      31,709


      33,425

      Adjusted EBITDA


      $    105,958


      $   101,354


      $   206,039


      $   198,182










      Specialty hospitals


      $      96,393


      $     88,688


      $   189,740


      $   180,838

      Outpatient rehabilitation


      26,054


      30,432


      48,887


      51,421

      Other (a)


      (16,489)


      (17,766)


      (32,588)


      (34,077)

      Adjusted EBITDA


      $     105,958


      $   101,354


      $   206,039


      $   198,182










      (a)     Other primarily includes general and administrative costs.


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

      For the Three Months Ended June 30, 2013 and 2014



      (In thousands, except per share amounts, unaudited)
















      2013

      Per Share (a)


      2014

      Per Share (a)

      Net income attributable to Select Medical Holdings Corporation

      $   27,780

      $     0.20


      $   35,341

      $     0.28

      Earnings allocated to unvested restricted stockholders

      (593)

      (0.00)


      (919)

      (0.01)

      Net income available to common stockholders

      27,187

      0.20


      34,422

      0.27







      Adjustment for early retirement of debt:






      Loss on early retirement of debt

      17,280

      0.12


      -

      -

      Estimated income tax benefit (b)

      (6,762)

      (0.05)


      -

      -

      Earnings allocated to unvested restricted stockholders

      (225)

      (0.00)


      -

      -







      Adjusted net income available to common stockholders

      $   37,480

      $     0.27


      $   34,422

      $     0.27

      Adjustment for dilution


      (0.00)



      (0.00)

      Adjusted income per common share - diluted shares


      $     0.27



      $     0.27







      Weighted average common shares outstanding:






      Basic


      136,609



      127,038

      Diluted


      136,743



      127,541







      (a) Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except adjusted 
            income per common share - diluted shares, which is based on diluted shares outstanding.

      (b) Represents the estimated tax benefit on the adjustments to net income.


      X.   Reconciliation of Income Per Common Share to Adjusted Income Per Common Share

      For the Six Months Ended June 30, 2013 and 2014



      (In thousands, except per share amounts, unaudited)
















      2013

      Per Share (a)


      2014

      Per Share (a)

      Net income attributable to Select Medical Holdings Corporation

      $   62,198

      $     0.45


      $   68,385

      $     0.52

      Earnings allocated to unvested restricted stockholders

      (1,304)

      (0.01)


      (1,683)

      (0.01)

      Net income available to common stockholders

      60,894

      0.44


      66,702

      0.51







      Adjustment for early retirement of debt:






      Loss on early retirement of debt

      18,747

      0.14


      2,277

      0.02

      Estimated income tax benefit (b)

      (7,341)

      (0.05)


      (922)

      (0.01)

      Earnings allocated to unvested restricted stockholders

      (239)

      (0.00)


      (33)

      (0.00)







      Adjusted net income available to common stockholders

      $   72,061

      $     0.53


      $   68,024

      $     0.52

      Adjustment for dilution


      (0.00)



      (0.00)

      Adjusted income per common share - diluted shares


      $     0.53



      $     0.52







      Weighted average common shares outstanding:






      Basic


      136,997



      131,266

      Diluted


      137,165



      131,766







      (a) Per share amounts for each period presented are basic weighted average common shares outstanding for all amounts except adjusted 
            income per common share - diluted shares, which is based on diluted shares outstanding.

      (b) Represents the estimated tax benefit on the adjustments to net income.

      SOURCE Select Medical Corporation

      Modal title

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