PART I: FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion for the quarter ended March 31, 2024 [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=ITEM%201.%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Unaudited Q1 2024 financial statements show total assets at **$7.86 billion**, revenue at **$1.79 billion**, net income at **$96.9 million**, and negative operating cash flow of **$66.7 million** [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of March 31, 2024 Balance Sheet Summary (as of March 31, 2024 vs. December 31, 2023) | Account | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | $1,440,340 | $1,257,646 | | **Total Assets** | **$7,858,263** | **$7,689,631** | | **Total Current Liabilities** | $1,184,377 | $1,248,465 | | **Total Liabilities** | $6,192,330 | $6,115,616 | | **Total Stockholders' Equity** | $1,367,282 | $1,288,304 | | **Total Equity** | $1,637,643 | $1,547,718 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement outlines the company's revenue, operating income, and net income for the three months ended March 31, 2024 and 2023 Statement of Operations Summary (For the Three Months Ended March 31) | Metric | 2024 (in thousands) | 2023 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | $1,788,809 | $1,664,980 | +7.4% | | **Income from operations** | $193,967 | $151,457 | +28.1% | | **Net income** | $117,167 | $85,257 | +37.4% | | **Net income attributable to Select Medical** | $96,897 | $70,805 | +36.9% | | **Basic and diluted EPS** | $0.75 | $0.56 | +33.9% | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement details cash flows from operating, investing, and financing activities for the three months ended March 31, 2024 and 2023 Cash Flow Summary (For the Three Months Ended March 31) | Activity | 2024 (in thousands) | 2023 (in thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $(66,689) | $51,440 | | Net cash used in investing activities | $(57,657) | $(69,062) | | Net cash provided by financing activities | $132,960 | $3,419 | | **Net increase (decrease) in cash** | **$8,614** | **$(14,203)** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20condensed%20consolidated%20financial%20statements) Notes detail segment performance, debt, legal contingencies, and a declared **$0.125 per share** quarterly dividend Segment Revenue and Adjusted EBITDA (Q1 2024 vs Q1 2023) | Segment | Revenue Q1 2024 (Millions) | Revenue Q1 2023 (Millions) | Adj. EBITDA Q1 2024 (Millions) | Adj. EBITDA Q1 2023 (Millions) | | :--- | :--- | :--- | :--- | :--- | | Critical illness recovery hospital | $655.9 | $593.9 | $115.9 | $76.8 | | Rehabilitation hospital | $265.7 | $231.5 | $61.4 | $47.2 | | Outpatient rehabilitation | $303.2 | $295.9 | $24.9 | $30.2 | | Concentra | $467.6 | $456.3 | $96.1 | $93.7 | - The company is party to several legal proceedings and investigations, including inquiries from the U.S. Attorney's Office in Oklahoma, the Department of Justice regarding physical therapy billing, the California Department of Insurance, and class action lawsuits related to a third-party data breach. The outcomes are currently unpredictable[67](index=67&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - On May 1, 2024, the Board of Directors declared a cash dividend of **$0.125 per share**, payable on or about May 30, 2024[72](index=72&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=18&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Q1 2024 financial performance, highlighting **7.4% revenue growth**, **22.4% Adjusted EBITDA increase**, and the planned Concentra segment separation [Overview](index=19&type=section&id=Overview) This section provides an operational overview, including facility count and the planned separation of the Concentra segment - As of March 31, 2024, the company operated **107 critical illness recovery hospitals**, **33 rehabilitation hospitals**, **1,922 outpatient rehabilitation clinics**, and **547 occupational health centers** across 46 states and D.C[79](index=79&type=chunk) - The company announced its intention to separate its Concentra segment into a new, publicly traded company by the end of fiscal year 2024, with a confidential draft registration statement on Form S-1 submitted to the SEC in March 2024[81](index=81&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Q1 2024 saw **7.4% revenue growth** and **22.4% Adjusted EBITDA increase**, driven by Critical Illness Recovery and Rehabilitation Hospital segments Segment Performance YoY Change (Q1 2024 vs Q1 2023) | Segment | Revenue Change | Income from Operations Change | Adjusted EBITDA Change | | :--- | :--- | :--- | :--- | | Critical Illness Recovery Hospital | +10.4% | +64.3% | +51.0% | | Rehabilitation Hospital | +14.8% | +34.6% | +30.0% | | Outpatient Rehabilitation | +2.5% | -27.6% | -17.5% | | Concentra | +2.5% | +0.3% | +2.6% | - The Critical Illness Recovery Hospital segment's performance was boosted by a **7.8% increase in revenue per patient day** and a significant decrease in contract labor costs, which fell by approximately **20% YoY**[120](index=120&type=chunk)[126](index=126&type=chunk) - The Outpatient Rehabilitation segment's profitability declined due to higher labor costs and a decrease in revenue per visit from **$101 to $99**, principally from lower Medicare reimbursement[122](index=122&type=chunk)[128](index=128&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Q1 2024 operating cash flow was negative **$66.7 million** due to increased accounts receivable, with **$202.4 million** available on the credit facility - Net cash used in operating activities was **$66.7 million**, a significant decrease from the **$51.4 million** provided in the prior-year period, primarily due to an increase in accounts receivable following the Change Healthcare cyber attack[136](index=136&type=chunk) - Days sales outstanding (DSO) increased to **58 days** at March 31, 2024, up from **52 days** at December 31, 2023, reflecting the impact of the cybersecurity incident on billing and collections[137](index=137&type=chunk) - The company did not repurchase any shares in Q1 2024, with an available capacity of **$399.7 million** under its stock repurchase program, which remains in effect until December 31, 2025[143](index=143&type=chunk)[162](index=162&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces interest rate risk on its variable-rate debt, partially mitigated by an interest rate cap expiring September 30, 2024 - The company has an interest rate cap limiting the Term SOFR rate to **1.0%** on **$2.0 billion** of its term loan, which expires on September 30, 2024[153](index=153&type=chunk) - As of March 31, 2024, a hypothetical **0.25% increase** in market interest rates is estimated to increase annual interest expense by **$3.8 million**, factoring in the expiration of the interest rate cap[154](index=154&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal controls - Based on an evaluation as of March 31, 2024, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures are effective[155](index=155&type=chunk) - There were no changes in internal control over financial reporting during the first quarter of 2024 that have materially affected, or are reasonably likely to materially affect, these controls[156](index=156&type=chunk) PART II: OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and required exhibits for the reporting period [Item 1. Legal Proceedings](index=35&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Legal proceedings, including government investigations and data breach lawsuits, are detailed in Note 14 of the financial statements - Information regarding legal proceedings is detailed in Note 14 – Commitments and Contingencies of the financial statements[159](index=159&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to risk factors were reported from the Annual Report on Form 10-K for December 31, 2023 - There have been no material changes from the risk factors set forth in the company's Annual Report on Form 10-K for the year ended December 31, 2023[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) No common stock repurchases occurred in Q1 2024, with **$399.7 million** remaining authorized for future repurchases - The company did not repurchase any shares under its authorized common stock repurchase program during Q1 2024[162](index=162&type=chunk) - As of March 31, 2024, the company has an available capacity of **$399.7 million** under its stock repurchase program[162](index=162&type=chunk) [Item 6. Exhibits](index=36&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including required certifications and Inline XBRL documents

Select Medical Holdings Corporation (NYSE:SEM) Q4 2023 Earnings Conference Call February 23, 2024 9:00 AM ET Company Participants Robert Ortenzio - Executive Chairman & Co-Founder Martin Jackson - EVP & CFO Conference Call Participants Justin Bowers - Deutsche Bank Kevin Fischbeck - Bank of America Ben Hendrix - RBC Capital Markets Bill Sutherland - The Benchmark Company A.J. Rice - UBS Operator Good morning, and thank you for joining us today for Select Medical Holdings Corporation's Earnings Conference Ca ...

[Financial Performance Highlights](index=1&type=section&id=Financial%20Performance%20Highlights) This section details Select Medical's strong financial results for both the fourth quarter and full year 2023, showcasing significant growth in revenue, net income, and Adjusted EBITDA [Fourth Quarter 2023 Performance](index=1&type=section&id=Fourth%20Quarter%202023%20Performance) In the fourth quarter of 2023, Select Medical reported significant growth across key financial metrics compared to the prior year's quarter. Revenue increased by 4.9%, while income from operations and net income saw substantial increases of 31.5% and 63.9% respectively. This performance translated to a 63.6% rise in earnings per common share Q4 2023 vs Q4 2022 Financial Highlights (Millions) | Metric | Q4 2023 | Q4 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $1,658.9 | $1,581.5 | +4.9% | | Income from Operations | $114.3 | $86.9 | +31.5% | | Net Income | $61.8 | $37.7 | +63.9% | | Adjusted EBITDA | $180.1 | $148.9 | +20.9% | | Earnings per Common Share | $0.36 | $0.22 | +63.6% | [Full Year 2023 Performance](index=1&type=section&id=Full%20Year%202023%20Performance) For the full year ended December 31, 2023, Select Medical demonstrated strong financial growth. Revenue grew by 5.2% year-over-year. Net income and earnings per share increased significantly by 51.4% and 54.9%, respectively. Adjusted EBITDA also saw a robust increase of 24.8%. Notably, other operating income was substantially lower in 2023 as 2022 included significant Provider Relief Fund payments Full Year 2023 vs 2022 Financial Highlights (Millions) | Metric | FY 2023 | FY 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $6,664.1 | $6,333.5 | +5.2% | | Income from Operations | $554.9 | $403.3 | +37.6% | | Net Income | $299.7 | $198.0 | +51.4% | | Adjusted EBITDA | $807.4 | $646.9 | +24.8% | | Earnings per Common Share | $1.91 | $1.23 | +54.9% | | Adjusted EPS | $1.99 | $1.23 | +61.8% | - Other operating income for 2022 was **$28.8 million**, primarily from Provider Relief Fund payments, compared to only **$1.8 million** in 2023[4](index=4&type=chunk) [Company and Segment Overview](index=2&type=section&id=Company%20and%20Segment%20Overview) This section provides an overview of Select Medical's operational footprint and detailed financial performance across its critical illness recovery, rehabilitation, outpatient, and Concentra segments [Company Overview](index=2&type=section&id=Company%20Overview) Select Medical is a major US operator of specialized hospitals, outpatient clinics, and occupational health centers. As of December 31, 2023, the company operates across four main segments: critical illness recovery, rehabilitation hospitals, outpatient rehabilitation, and Concentra, with a significant footprint across 46 states and the District of Columbia - As of December 31, 2023, Select Medical operated[5](index=5&type=chunk) - **107** critical illness recovery hospitals - **33** rehabilitation hospitals - **1,933** outpatient rehabilitation clinics - **544** occupational health centers [Critical Illness Recovery Hospital Segment](index=2&type=section&id=Critical%20Illness%20Recovery%20Hospital%20Segment) The Critical Illness Recovery Hospital segment saw modest revenue growth in Q4 and for the full year 2023. However, profitability improved dramatically, with Adjusted EBITDA increasing 29.4% in Q4 and 121.0% for the full year, leading to a significant expansion in the Adjusted EBITDA margin from 5.0% in 2022 to 10.7% in 2023 Critical Illness Recovery Hospital Segment Performance (Millions) | Metric | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $567.1 | $561.9 | $2,299.8 | $2,234.1 | | Adjusted EBITDA | $57.4 | $44.3 | $246.0 | $111.3 | | Adjusted EBITDA Margin | 10.1% | 7.9% | 10.7% | 5.0% | [Rehabilitation Hospital Segment](index=2&type=section&id=Rehabilitation%20Hospital%20Segment) The Rehabilitation Hospital segment reported strong growth in both revenue and profitability for Q4 and the full year 2023. Q4 revenue increased 9.4% and Adjusted EBITDA grew 18.4%. For the full year, revenue was up 6.9% and Adjusted EBITDA increased by 12.0%, with the Adjusted EBITDA margin improving to 22.6% Rehabilitation Hospital Segment Performance (Millions) | Metric | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $260.2 | $237.9 | $979.6 | $916.8 | | Adjusted EBITDA | $66.3 | $56.0 | $221.9 | $198.0 | | Adjusted EBITDA Margin | 25.5% | 23.6% | 22.6% | 21.6% | [Outpatient Rehabilitation Segment](index=2&type=section&id=Outpatient%20Rehabilitation%20Segment) This segment experienced solid revenue growth and a notable increase in profitability. Q4 revenue rose 6.1%, with Adjusted EBITDA surging 40.9%. For the full year, revenue increased 5.7% and Adjusted EBITDA grew 9.8%, pushing the Adjusted EBITDA margin to 9.4% Outpatient Rehabilitation Segment Performance (Millions) | Metric | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $298.2 | $281.1 | $1,188.9 | $1,125.3 | | Adjusted EBITDA | $22.5 | $15.9 | $111.9 | $101.9 | | Adjusted EBITDA Margin | 7.5% | 5.7% | 9.4% | 9.1% | [Concentra Segment](index=3&type=section&id=Concentra%20Segment) The Concentra segment showed consistent growth in revenue and earnings. Q4 revenue increased by 6.2% and Adjusted EBITDA by 9.7%. For the full year 2023, revenue grew 6.6% and Adjusted EBITDA increased 8.1%, with a strong Adjusted EBITDA margin of 19.7% Concentra Segment Performance (Millions) | Metric | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $440.7 | $415.0 | $1,838.1 | $1,724.4 | | Adjusted EBITDA | $68.3 | $62.2 | $361.3 | $334.3 | | Adjusted EBITDA Margin | 15.5% | 15.0% | 19.7% | 19.4% | [Shareholder Returns and Capital Allocation](index=3&type=section&id=Shareholder%20Returns%20and%20Capital%20Allocation) This section outlines Select Medical's capital allocation strategies, including its declared quarterly cash dividend and the ongoing common stock repurchase program [Dividend](index=3&type=section&id=Dividend) Select Medical's board of directors declared a quarterly cash dividend of $0.125 per share, payable in March 2024. The company notes that future dividend declarations are at the discretion of the board and are not guaranteed - A cash dividend of **$0.125 per share** was declared on February 13, 2024, payable on or about March 13, 2024, to stockholders of record as of March 1, 2024[14](index=14&type=chunk) - The declaration and payment of future dividends are not assured and depend on various factors considered by the board of directors[15](index=15&type=chunk) [Stock Repurchase Program](index=3&type=section&id=Stock%20Repurchase%20Program) The company has a $1.0 billion stock repurchase program authorized through December 31, 2025. No shares were repurchased during the year ended December 31, 2023. Since its inception, the program has repurchased approximately $600.3 million worth of shares - The board has authorized a common stock repurchase program of up to **$1.0 billion**, effective until December 31, 2025[16](index=16&type=chunk) - No shares were repurchased during the year ended December 31, 2023. Cumulatively, **48,234,823 shares** have been repurchased at a cost of approximately **$600.3 million**[17](index=17&type=chunk) [Business Outlook and Forward-Looking Statements](index=3&type=section&id=Business%20Outlook%20and%20Forward-Looking%20Statements) This section presents Select Medical's financial guidance for 2024 and discusses key risk factors that could influence future operational and financial outcomes [Business Outlook for 2024](index=3&type=section&id=Business%20Outlook) Select Medical has issued its financial guidance for the full year 2024, projecting continued growth in revenue, Adjusted EBITDA, and earnings per share 2024 Business Outlook | Metric | Expected Range | | :--- | :--- | | Revenue | $6.9 billion to $7.1 billion | | Adjusted EBITDA | $830 million to $880 million | | Fully Diluted EPS | $1.88 to $2.18 | [Forward-Looking Statements and Risk Factors](index=5&type=section&id=Forward-Looking%20Statements) The company highlights several forward-looking statements and associated risks that could materially affect future results. Key risks include changes in government reimbursement, inflationary pressures on labor and other costs, shortages of qualified healthcare professionals, and potential impacts from global health threats - Key risk factors include[24](index=24&type=chunk) - Changes in government reimbursement policies - Adverse economic conditions, including inflation, increasing labor and business costs - Shortages of qualified nurses, therapists, and other healthcare professionals - Potential negative impacts from global pandemics - Failure to maintain Medicare certifications for facilities - Risks related to acquisitions, joint ventures, and the potential separation of Concentra [Consolidated Financial Statements](index=7&type=section&id=Consolidated%20Financial%20Statements) This section provides a comprehensive overview of Select Medical's financial position and performance through its condensed consolidated statements of operations, balance sheets, and cash flows [Condensed Consolidated Statements of Operations](index=7&type=section&id=I.%20Condensed%20Consolidated%20Statements%20of%20Operations) The consolidated statements of operations detail the company's revenues, costs, and profitability for the fourth quarter and full year of 2023 compared to 2022. For the full year 2023, revenue increased to $6.66 billion from $6.33 billion in 2022, and net income attributable to Select Medical rose to $243.5 million from $159.0 million Full Year Statement of Operations Highlights (in thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Revenue | $6,664,058 | $6,333,538 | | Income from operations | $554,874 | $403,283 | | Net income | $299,731 | $198,026 | | Net income attributable to Select Medical | $243,491 | $158,994 | [Condensed Consolidated Balance Sheets](index=10&type=section&id=IV.%20Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of December 31, 2023, shows total assets of $7.69 billion, a slight increase from $7.67 billion at year-end 2022. Total liabilities decreased to $6.12 billion from $6.27 billion, while total equity increased to $1.55 billion from $1.36 billion Balance Sheet Highlights (in thousands) | Metric | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $1,257,646 | $1,271,313 | | Total Assets | $7,689,631 | $7,665,293 | | Total Current Liabilities | $1,248,465 | $1,155,151 | | Long-term debt, net | $3,587,675 | $3,835,211 | | Total Liabilities | $6,115,616 | $6,274,686 | | Total Equity | $1,547,718 | $1,356,564 | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=V.%20%26%20VI.%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the year ended December 31, 2023, net cash provided by operating activities more than doubled to $582.1 million from $284.8 million in 2022. Net cash used in investing activities increased to $268.5 million, while net cash used in financing activities was $327.5 million, primarily due to debt repayments. The company ended the year with a cash balance of $84.0 million Full Year Cash Flow Highlights (in thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $582,058 | $284,825 | | Net cash used in investing activities | ($268,477) | ($226,339) | | Net cash used in financing activities | ($327,481) | ($34,890) | | Net (decrease) increase in cash | ($13,900) | $23,596 | | Cash and cash equivalents at end of period | $84,006 | $97,906 | [Key Statistics and Reconciliations](index=13&type=section&id=Key%20Statistics%20and%20Reconciliations) This section presents key operational metrics across Select Medical's segments and reconciles non-GAAP financial measures like Adjusted EBITDA and Adjusted EPS to their GAAP equivalents [Key Operating Statistics](index=13&type=section&id=VII.%20%26%20VIII.%20Key%20Statistics) This section provides key operational metrics for each business segment for Q4 and the full year 2023. For the full year, the Critical Illness segment saw a slight decrease in patient days but an increase in revenue per patient day. The Rehabilitation Hospital segment grew admissions and patient days. The Outpatient and Concentra segments both saw increased visit volumes Full Year 2023 vs 2022 Key Statistics | Segment / Metric | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | **Critical Illness Recovery** | | | | | Patient Days | 1,108,492 | 1,127,911 | (1.7)% | | Revenue per Patient Day | $2,067 | $1,973 | +4.8% | | **Rehabilitation Hospital** | | | | | Admissions | 31,627 | 29,736 | +6.4% | | Revenue per Patient Day | $2,017 | $1,953 | +3.3% | | **Outpatient Rehabilitation** | | | | | Number of Visits | 10,657,558 | 9,573,980 | +11.3% | | Revenue per Visit | $100 | $103 | (2.9)% | | **Concentra** | | | | | Number of Visits | 12,777,632 | 12,579,468 | +1.6% | | Revenue per Visit | $135 | $127 | +6.3% | [Non-GAAP Reconciliations](index=17&type=section&id=IX.%20%26%20X.%20%26%20XI.%20Non-GAAP%20Reconciliations) The report provides reconciliations for non-GAAP measures, including Adjusted EBITDA and Adjusted EPS, to their nearest GAAP equivalents. For the full year 2023, Adjusted EBITDA was reconciled from net income, totaling $807.4 million. Adjusted EPS of $1.99 was reconciled from GAAP EPS of $1.91 by excluding a loss on early retirement of debt. A reconciliation for the 2024 Adjusted EBITDA outlook is also provided - Adjusted EBITDA is defined as earnings excluding interest, taxes, depreciation, amortization, stock compensation, and other specified items. It is a key metric used by management to evaluate segment performance[43](index=43&type=chunk)[44](index=44&type=chunk) FY 2023 Net Income to Adjusted EBITDA Reconciliation (in thousands) | Metric | Amount | | :--- | :--- | | Net income | $299,731 | | Add: Income tax expense | $82,625 | | Add: Interest expense | $198,639 | | Add: Loss on early retirement of debt | $14,692 | | Add: Stock compensation expense | $43,809 | | Add: Depreciation and amortization | $208,742 | | Less: Equity in earnings of unconsolidated subsidiaries | ($40,813) | | **Adjusted EBITDA** | **$807,425** | FY 2023 EPS to Adjusted EPS Reconciliation | Metric | Per Share Amount | | :--- | :--- | | Diluted EPS | $1.91 | | Add: Loss on early retirement of debt, net of tax | $0.08 | | **Adjusted Diluted EPS** | **$1.99** |

PART I [Business](index=7&type=section&id=Item%201.%20Business) Select Medical Holdings Corporation is a major US operator of specialized post-acute care facilities across four key segments - As of December 31, 2023, the company operated 107 critical illness recovery hospitals, 33 rehabilitation hospitals, 1,933 outpatient rehabilitation clinics, and 544 occupational health centers across 46 states and the District of Columbia[20](index=20&type=chunk) - On January 3, 2024, the company announced its intention to separate the **Concentra business** into a new, publicly traded company by the end of fiscal year 2024[68](index=68&type=chunk)[332](index=332&type=chunk) 2023 Revenue by Business Segment | Segment | Revenue Percentage | | :--- | :--- | | Critical Illness Recovery Hospital | ~35% | | Rehabilitation Hospital | ~15% | | Outpatient Rehabilitation | ~18% | | Concentra | ~28% | [Business Segments](index=7&type=section&id=Business%20Segments) The company's operations are managed through four distinct segments: Critical Illness Recovery, Rehabilitation, Outpatient Rehabilitation, and Concentra - The Critical Illness Recovery Hospital segment primarily serves highly acute patients, with an **average length of stay of 31 days** in 2023[24](index=24&type=chunk)[25](index=25&type=chunk) - The Rehabilitation Hospital segment serves patients with conditions like brain/spinal cord injuries and strokes, with an **average length of stay of 14 days** in 2023[39](index=39&type=chunk) - The Outpatient Rehabilitation segment derives approximately **82% of its revenue from commercial payors**, including workers' compensation programs[56](index=56&type=chunk) - The Concentra segment is the largest provider of occupational health services in the U.S, with approximately **60% of its 2023 revenue from workers' compensation payers**[64](index=64&type=chunk)[67](index=67&type=chunk) Facility Count by Segment (as of Dec 31, 2023) | Segment | Number of Facilities | States of Operation | | :--- | :--- | :--- | | Critical Illness Recovery Hospitals | 107 | 28 | | Rehabilitation Hospitals | 33 | 13 | | Outpatient Rehabilitation Clinics | 1,933 | 39 + D.C. | | Concentra Occupational Health Centers | 544 | 41 | [Competitive Strengths and Strategy](index=8&type=section&id=Competitive%20Strengths%20and%20Strategy) The company's strategy centers on specialized care, cost control through centralization, and growth via acquisitions and joint ventures - Key strategies include focusing on specialized inpatient services, providing high-quality care, controlling operating costs through centralization, increasing commercial patient volume, and pursuing **opportunistic acquisitions and joint ventures**[31](index=31&type=chunk)[45](index=45&type=chunk)[58](index=58&type=chunk)[69](index=69&type=chunk) - The company leverages its significant scale to **centralize administrative functions** like accounting, finance, payroll, legal, and HR, which improves efficiency[37](index=37&type=chunk)[50](index=50&type=chunk)[78](index=78&type=chunk) - A core strategy for the rehabilitation hospital segment is pursuing **joint ventures with large healthcare systems**, where Select Medical typically serves as the manager[52](index=52&type=chunk) [Sources of Revenue](index=16&type=section&id=Sources%20of%20Revenue) The company's revenue is derived from a diverse mix of payors, led by commercial insurance, Medicare, and workers' compensation Revenue by Payor Source (2021-2023) | Payor Source | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | | Medicare | 22.9% | 22.9% | 22.3% | | Commercial insurance | 36.2% | 36.0% | 36.1% | | Workers' Compensation | 19.0% | 19.6% | 20.0% | | Private and other | 20.4% | 19.8% | 19.4% | | Medicaid | 1.5% | 1.7% | 2.2% | [Human Capital Management](index=16&type=section&id=Human%20Capital%20Management) The company focuses on talent acquisition, employee development, diversity, and wellness for its large, predominantly non-union workforce - The company employed approximately **54,600 people** as of December 31, 2023, including about 38,400 full-time and 16,200 part-time/per-diem employees[87](index=87&type=chunk) - The company focuses on talent acquisition through employee referral programs, sign-on bonuses, and **partnerships with nursing and therapy schools**[92](index=92&type=chunk) - A **diversity task force** is established to oversee affirmative action planning and provide strategic recommendations for a diverse and inclusive workplace[96](index=96&type=chunk) - The company has implemented an **Employee Assistance Program (EAP)** for mental health services and formed a task force to address workplace violence[99](index=99&type=chunk)[100](index=100&type=chunk) [Government Regulations](index=20&type=section&id=Government%20Regulations) The company operates in a heavily regulated healthcare industry, subject to complex laws governing licensure, reimbursement, and fraud - The healthcare industry is subject to complex laws at federal, state, and local levels, covering areas like facility licensure, reimbursement standards, **fraud and abuse**, and health information privacy (HIPAA)[107](index=107&type=chunk) - The **Stark Law** prohibits physician self-referrals for designated health services to entities where they have a financial relationship, unless an exception applies[166](index=166&type=chunk)[171](index=171&type=chunk) - The federal **anti-kickback statute** prohibits offering or receiving remuneration to induce patient referrals covered by federal healthcare programs[170](index=170&type=chunk) - Hospitals are required to provide **clear and accessible pricing information online** for items and services, including machine-readable files and consumer-friendly displays[184](index=184&type=chunk) [Executive Officers of the Registrant](index=36&type=section&id=Executive%20Officers%20of%20the%20Registrant) The company is led by an experienced executive team, including its co-founders and long-tenured officers in the healthcare industry Key Executive Officers (as of Feb 22, 2024) | Name | Age | Position | | :--- | :--- | :--- | | Robert A. Ortenzio | 66 | Executive Chairman and Co-Founder | | Rocco A. Ortenzio | 91 | Vice Chairman and Co-Founder | | David S. Chernow | 66 | Chief Executive Officer | | Martin F. Jackson | 69 | Senior Executive Vice President, Strategic Finance and Operations | | Michael F. Malatesta | 54 | Executive Vice President and Chief Financial Officer | [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from Medicare reimbursement changes, labor costs, regulatory shifts, and its substantial indebtedness - Changes in Medicare reimbursement rates could significantly reduce revenue, as **Medicare accounted for approximately 22% of revenue in 2023**[216](index=216&type=chunk) - The company faces risks from **labor shortages, increased employee turnover, and rising labor costs**, which could decrease profitability[222](index=222&type=chunk) - A significant risk for LTCHs is the large increase in the **high cost outlier fixed-loss amount for FY 2024**, which could reduce Medicare payments[235](index=235&type=chunk) - The company's substantial indebtedness of approximately **$3.66 billion** requires dedicating significant cash flow to debt service, limiting funds for other purposes[292](index=292&type=chunk) - Credit facilities and bond indentures contain **restrictive covenants**, including a leverage ratio requirement, which if breached could result in default[293](index=293&type=chunk)[294](index=294&type=chunk) [Cybersecurity](index=52&type=section&id=Item%201C.%20Cybersecurity) A comprehensive cybersecurity program, based on the NIST framework, is overseen by the Board and managed by an experienced team - The company's cybersecurity program is based on the **National Institute of Standards and Technology (NIST) Cybersecurity Framework**[304](index=304&type=chunk) - The **Board of Directors provides oversight**, receiving annual written reports and quarterly briefings on the cybersecurity program from the CIO and CISO[305](index=305&type=chunk) - Management, including a CIO and CISO with **over 20 years of experience each**, is responsible for assessing and managing cybersecurity risks[306](index=306&type=chunk) - The company has **not experienced a material cybersecurity breach** in the past three fiscal years but acknowledges future incidents are possible[308](index=308&type=chunk) [Properties](index=55&type=section&id=Item%202.%20Properties) The company leases the majority of its facilities, including its corporate headquarters, while owning a small number of its hospitals and centers - The company **leases the majority of its facilities**, owning 21 of its 107 critical illness recovery hospitals and 9 of its 33 rehabilitation hospitals[310](index=310&type=chunk) Total Facilities by State (Top 5) | State | Total Facilities | | :--- | :--- | | Pennsylvania | 267 | | Texas | 213 | | California | 203 | | New Jersey | 201 | | Florida | 172 | [Legal Proceedings](index=56&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal actions and governmental investigations arising in the ordinary course of business - The company is a party to various legal actions and governmental investigations in the ordinary course of business, with details in **Note 20** of the financial statements[315](index=315&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=58&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, and it maintains a regular quarterly dividend and a significant stock repurchase program - The company's common stock is traded on the New York Stock Exchange under the symbol **"SEM"**[318](index=318&type=chunk) - The Board of Directors has authorized a stock repurchase program of up to **$1.0 billion**, effective until December 31, 2025, with **$399.7 million remaining** available[323](index=323&type=chunk)[325](index=325&type=chunk) 2023 Quarterly Dividends | Declaration Date | Payment Date | Dividend Per Share | | :--- | :--- | :--- | | February 16, 2023 | March 15, 2023 | $0.125 | | May 3, 2023 | May 31, 2023 | $0.125 | | August 2, 2023 | September 1, 2023 | $0.125 | | November 2, 2023 | November 28, 2023 | $0.125 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=62&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2023, revenue and operating income grew significantly, driven by reduced contract labor costs and strong performance in the hospital segment - The significant improvement in 2023 financial performance was primarily due to **decreased contract labor costs** and increased revenue in the critical illness recovery hospital segment[385](index=385&type=chunk) - Cash flows from operating activities increased to **$582.1 million in 2023** from $284.8 million in 2022, driven by higher operating income and changes in working capital[405](index=405&type=chunk) Financial Performance Summary (2022 vs. 2023) | Metric | 2022 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $6,333.5M | $6,664.1M | +5.2% | | Income from Operations | $403.3M | $554.9M | +37.6% | | Net Income | $198.0M | $299.7M | +51.4% | | Adjusted EBITDA | $646.9M | $807.4M | +24.8% | [Results of Operations (2023 vs 2022)](index=78&type=section&id=Results%20of%20Operations%20(2023%20vs%202022)) All segments reported revenue and Adjusted EBITDA growth, with the Critical Illness segment showing a dramatic surge in profitability - The Critical Illness Recovery Hospital segment's total contract labor costs **decreased by approximately 62%** in 2023 compared to 2022[392](index=392&type=chunk) - Interest expense increased to **$198.6 million in 2023** from $169.1 million in 2022 due to higher average borrowings and rising variable interest rates[400](index=400&type=chunk) Segment Revenue and Adjusted EBITDA Growth (2023 vs 2022) | Segment | Revenue Growth | Adjusted EBITDA Growth | | :--- | :--- | :--- | | Critical Illness Recovery Hospital | 2.9% | 121.0% | | Rehabilitation Hospital | 6.9% | 12.0% | | Outpatient Rehabilitation | 5.7% | 9.8% | | Concentra | 6.6% | 8.1% | [Liquidity and Capital Resources](index=82&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity through cash flows and borrowing capacity to meet its debt, lease, and capital expenditure needs - The company's leverage ratio was **4.54 to 1.00** as of December 31, 2023, compliant with the credit agreement covenant of less than 7.00 to 1.00[416](index=416&type=chunk) - A mandatory prepayment of **$79.1 million** based on 50% of excess cash flow for 2023 is required and expected to be paid in Q1 2024[593](index=593&type=chunk) Liquidity Position (as of Dec 31, 2023) | Item | Amount (in millions) | | :--- | :--- | | Cash and cash equivalents | $84.0 | | Availability under revolving facility | $434.2 | | Total Indebtedness | $3,658.0 | [Quantitative and Qualitative Disclosures About Market Risk](index=87&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate exposure from its variable-rate debt, which is partially mitigated by an interest rate cap - The company is exposed to interest rate risk from its variable-rate debt, which includes a **$2.09 billion term loan** and **$280.0 million of revolving borrowings** as of year-end 2023[429](index=429&type=chunk)[430](index=430&type=chunk) - An **interest rate cap agreement** mitigates risk by limiting the Term SOFR rate to 1.0% on $2.0 billion of term loan principal through September 30, 2024[431](index=431&type=chunk) - A **0.25% change in market interest rates** would affect annual interest expense by approximately **$2.2 million**, factoring in the expiration of the interest rate cap[432](index=432&type=chunk) [Controls and Procedures](index=87&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of year-end 2023 - The principal executive and financial officers concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2023[435](index=435&type=chunk) - **No material changes** were identified in the company's internal control over financial reporting during the fourth quarter of 2023[436](index=436&type=chunk) - Management's assessment concluded that **internal control over financial reporting was effective** as of December 31, 2023, based on the COSO framework[441](index=441&type=chunk) PART III This section incorporates information by reference from the company's 2024 definitive proxy statement regarding directors, compensation, and governance PART IV This section contains the audited consolidated financial statements, notes, schedules, and a list of all exhibits filed with the report [Exhibits and Financial Statement Schedules](index=90&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides an index to the audited financial statements and lists all exhibits filed as part of the 10-K report - This section contains the Index to Financial Statements and a list of all exhibits filed with the Form 10-K[455](index=455&type=chunk) - The independent registered public accounting firm, PricewaterhouseCoopers LLP, issued an **unqualified opinion** on the financial statements and internal controls[474](index=474&type=chunk) - A critical audit matter identified by the auditor was the **valuation of patient accounts receivable**, due to significant management judgment involved[480](index=480&type=chunk)[482](index=482&type=chunk) [Notes to Consolidated Financial Statements](index=107&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on accounting policies, segment results, debt, legal contingencies, and the impact of the CARES Act - As of December 31, 2023, total goodwill was **$3.51 billion**, with the largest amounts allocated to the Critical Illness Recovery Hospital and Concentra units[570](index=570&type=chunk) - Total long-term debt as of December 31, 2023, was **$3.66 billion**, consisting primarily of senior notes and credit facilities[583](index=583&type=chunk) - The company is involved in several **government investigations**, including matters related to billing at its Oklahoma City hospital and physical therapy services[645](index=645&type=chunk)[646](index=646&type=chunk)[647](index=647&type=chunk) - All **Medicare advance payments** received under the CARES Act have been fully recouped by CMS as of year-end 2023[653](index=653&type=chunk)[654](index=654&type=chunk)

Select Medical Holdings Corporation (NYSE:SEM) Q3 2023 Earnings Conference Call November 3, 2023 9:00 AM ET Company Participants Robert Ortenzio - Executive Chairman & Co-Founder Martin Jackson - EVP & CFO Conference Call Participants Justin Bowers - Deutsche Bank Michael Murray - RBC Capital Markets William Sutherland - The Benchmark Company Operator Good morning, and thank you for joining us today for Select Medical Holdings Corporation's Earnings Conference Call to discuss the Third Quarter 2023 Results ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbers: 001-34465 SELECT MEDICAL HOLDINGS CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 20-1764048 (Stat ...

Financial Data and Key Metrics Changes - Overall revenue grew by 6% year-over-year, with adjusted EBITDA increasing by 21% compared to Q2 of the prior year [10][11] - Total company adjusted EBITDA was $219.5 million compared to $181 million in the prior year, with a consolidated adjusted EBITDA margin of 13.1% for Q2 compared to 11.4% in the prior year [11][27] - Earnings per fully diluted share were $0.61 for the second quarter compared to $0.43 per share in the same quarter of the prior year [27] Business Line Data and Key Metrics Changes - The critical illness recovery hospital division saw a 227% increase in adjusted EBITDA, with a salary, wages, and benefit to revenue ratio of 56.7% [12][19] - The inpatient rehab hospital division experienced a 5% increase in net revenue, with patient volumes increasing by 1% and an adjusted EBITDA margin of 23% [23] - Concentra reported a 6% increase in net revenue driven by a 2% increase in volume and a 6% increase in rate, with an adjusted EBITDA margin of 21.5% [25] - The outpatient rehabilitation division experienced a 6% increase in net revenue, with patient volumes increasing by 11% but a decline in rate from $103 to $100 per visit [26] Market Data and Key Metrics Changes - The critical illness recovery hospital division's occupancy rate increased to 68% from 67% in the prior year [19] - Nursing agency rates decreased by 31% and utilization decreased by 44% compared to the prior year [20] - The inpatient rehab hospital division's occupancy was 84% compared to 86% in the prior year [23] Company Strategy and Development Direction - The company plans to continue focusing on incremental growth in existing markets rather than pursuing larger transactions [44] - There is a strong pipeline of growth opportunities, including new hospital openings and joint ventures [14][15][18] - The company aims to reduce SW&B as a percentage of revenue back to historical rates of 52% through contract negotiations and revenue growth [61] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the sustainability of current volume trends in IRFs and outpatient rehab, indicating that the growth is not solely due to deferred care from the pandemic [70] - The company anticipates continued improvements in labor costs and operational efficiencies [31][62] - Adjusted earnings per share are expected to be in the range of $1.86 to $2.03, with revenue projected between $6.55 billion and $6.7 billion for 2023 [40] Other Important Information - The company completed a refinancing transaction on July 31, extending the maturity of its term loan and revolving credit facility [36] - Capital expenditures are expected to be in the range of $190 million to $210 million for 2023 [41] Q&A Session Summary Question: Clarification on LTAC and upcoming openings - Management confirmed that the next critical illness recovery hospital opening will be in 2024, with no additional announcements for this year [43] Question: Outpatient strategy and appetite for larger transactions - Management indicated no current appetite for larger transactions, focusing instead on incremental growth through joint ventures [44] Question: CapEx and deleveraging strategy - Management expects to reduce debt through free cash flow and anticipates eliminating borrowings on the revolver by the end of 2024 [48] Question: Financial impact of LTAC final rule - Management acknowledged headwinds from the high-cost outlier increase but emphasized strategies to mitigate the impact [51] Question: Rate increases and case mix impact - Management expects Medicare rates to increase by approximately 3.5%, with better increases anticipated on the commercial side [56] Question: Sustainability of volume trends - Management believes the current volume trends are sustainable and not merely a result of pent-up demand from the pandemic [70]

PART I: FINANCIAL INFORMATION [ITEM 1. Condensed Consolidated Financial Statements](index=3&type=section&id=ITEM%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, reporting **$3.34 billion** revenue and **$177.1 million** net income for the six months ended June 30, 2023 [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the core financial statements, showing total assets of **$7.70 billion**, Q2 2023 revenue of **$1.67 billion**, and **$286.3 million** in operating cash flow for the first six months of 2023 Condensed Consolidated Balance Sheet Data (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $1,304,484 | $1,271,313 | | Total Assets | $7,701,869 | $7,665,293 | | Total Current Liabilities | $1,188,212 | $1,155,151 | | Long-term debt, net | $3,695,341 | $3,835,211 | | Total Liabilities | $6,165,915 | $6,274,686 | | Total Equity | $1,501,579 | $1,356,564 | Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $1,674,528 | $1,584,741 | $3,339,508 | $3,184,288 | | Income from operations | $159,204 | $120,967 | $310,661 | $224,952 | | Net income | $91,860 | $66,262 | $177,117 | $122,188 | | Net income attributable to Holdings | $78,237 | $55,207 | $149,042 | $104,324 | | Basic and diluted EPS | $0.61 | $0.43 | $1.17 | $0.79 | Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $286,278 | $178,018 | | Net cash used in investing activities | ($135,875) | ($114,094) | | Net cash used in financing activities | ($147,142) | ($43,565) | | Net increase in cash and cash equivalents | $3,261 | $20,359 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on accounting policies, credit risk, **$3.75 billion** in long-term debt, ongoing legal proceedings, and subsequent events like a dividend declaration and credit facility refinancing - Medicare represents the company's only significant concentration of credit risk, accounting for approximately **19%** of accounts receivable as of both June 30, 2023, and December 31, 2022[32](index=32&type=chunk) - As of June 30, 2023, total long-term debt and notes payable had a carrying value of **$3.75 billion**, a decrease from **$3.88 billion** at the end of 2022[41](index=41&type=chunk) - The company is cooperating with a U.S. Department of Justice investigation into potential False Claims Act violations related to billing for physical therapy services[67](index=67&type=chunk) - Subsequent to the quarter's end, on July 31, 2023, the company refinanced its credit agreement, securing a new **$2.1 billion** term loan and a **$710.0 million** revolving credit facility[69](index=69&type=chunk) - On August 2, 2023, the Board of Directors declared a cash dividend of **$0.125 per share**[68](index=68&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=21&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses financial performance, highlighting a **5.7% revenue increase** and **21.3% Adjusted EBITDA rise** for Q2 2023, driven by reduced labor costs and detailing segment performance, regulatory changes, and liquidity [Overview and Regulatory Changes](index=22&type=section&id=Overview%20and%20Regulatory%20Changes) This section outlines the company's operational footprint and details significant regulatory changes, including the end of the COVID-19 public health emergency and updates to Medicare payment rates for LTCHs and IRFs - As of June 30, 2023, the company operated **108 critical illness recovery hospitals**, **32 rehabilitation hospitals**, **1,944 outpatient rehabilitation clinics**, and **540 occupational health centers** across 46 states and the District of Columbia[77](index=77&type=chunk) - The COVID-19 public health emergency ended on May 11, 2023, terminating most related Medicare waivers, including the waiver of the IRF 60% Rule and site-neutral payment requirements for LTCHs[95](index=95&type=chunk)[96](index=96&type=chunk) - For fiscal year 2024, CMS finalized an increase in the LTCH standard federal payment rate to **$48,117** (from **$46,433**) and the IRF standard payment conversion factor to **$18,541** (from **$17,878**)[102](index=102&type=chunk)[106](index=106&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section analyzes Q2 2023 financial results, showing **5.7% revenue growth** and **31.6% income from operations increase**, with Critical Illness Recovery Hospital segment's Adjusted EBITDA surging **227.2%** due to reduced labor costs Q2 2023 vs Q2 2022 Performance Changes | Segment | Revenue Change | Adj. EBITDA Change | | :--- | :--- | :--- | | Critical Illness Recovery Hospital | +5.3% | +227.2% | | Rehabilitation Hospital | +5.2% | +9.7% | | Outpatient Rehabilitation | +5.5% | -2.2% | | Concentra | +5.8% | +8.4% | | **Total** | **+5.7%** | **+21.3%** | - The Critical Illness Recovery Hospital segment's Adjusted EBITDA margin improved dramatically from **3.7% to 11.4%** YoY for the quarter, primarily due to a significant decrease in labor costs, with total contract labor costs falling by approximately **62%** due to lower utilization and rates[130](index=130&type=chunk) - The Outpatient Rehabilitation segment's Adjusted EBITDA margin decreased from **11.7% to 10.8%** YoY for the quarter, primarily due to increased labor costs and a decrease in revenue per visit from **$103 to $100**[124](index=124&type=chunk)[132](index=132&type=chunk) - The Concentra segment's revenue increased **5.8%** YoY for the quarter, driven by a **5.5%** increase in revenue per visit to **$134**, while revenue from COVID-19 screening and testing services was nil in Q2 2023, compared to **$7.7 million** in Q2 2022[125](index=125&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is strong, with operating cash flow increasing to **$286.3 million** for the first six months of 2023, supported by **$101.2 million** cash and **$248.8 million** revolving credit facility availability - Net cash provided by operating activities for the first six months of 2023 was **$286.3 million**, a significant increase from **$178.0 million** in the same period of 2022, which included a **$77.3 million** repayment of Medicare advance payments[160](index=160&type=chunk) - As of June 30, 2023, the company had **$101.2 million** in cash and cash equivalents and **$248.8 million** of availability under its revolving facility[171](index=171&type=chunk) - The company maintains a **$1.0 billion** stock repurchase program, effective until December 31, 2023, with no shares repurchased under this program during the six months ended June 30, 2023[169](index=169&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate exposure on variable-rate debt, mitigated by an interest rate cap on **$2.0 billion** of its term loan, with a **0.25%** rate increase impacting annual interest expense by **$1.1 million** - The company is exposed to interest rate risk on its variable-rate debt, primarily its term loan and revolving credit facility indexed to SOFR[177](index=177&type=chunk) - An interest rate cap agreement mitigates risk by limiting the variable interest rate to **1.0%** on **$2.0 billion** of the term loan's principal through September 30, 2024[179](index=179&type=chunk) - A hypothetical **0.25%** increase in market interest rates would impact the company's annual interest expense by approximately **$1.1 million** on its unhedged variable-rate debt[180](index=180&type=chunk) [ITEM 4. Controls and Procedures](index=41&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting during Q2 2023 - Based on an evaluation as of June 30, 2023, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures are effective[181](index=181&type=chunk) - No changes in internal control over financial reporting were identified during the second quarter of 2023 that have materially affected, or are reasonably likely to materially affect, these controls[182](index=182&type=chunk) PART II: OTHER INFORMATION [ITEM 1. Legal Proceedings](index=42&type=section&id=ITEM%201.%20Legal%20Proceedings) This section refers to Note 13 for details on ongoing legal proceedings, including governmental audits and Department of Justice investigations related to billing practices - The report directs readers to Note 13 – Commitments and Contingencies for information on legal proceedings, detailing ongoing investigations by the Department of Justice regarding billing practices[184](index=184&type=chunk)[65](index=65&type=chunk)[67](index=67&type=chunk) [ITEM 1A. Risk Factors](index=42&type=section&id=ITEM%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 - There have been no material changes from the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2022[185](index=185&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company maintains a **$1.0 billion** stock repurchase program, with **$399.7 million** remaining available, and acquired **49,370 shares** in Q2 2023 for tax withholding purposes, not under the public plan - The company has a common stock repurchase program authorized for up to **$1.0 billion**, which remains in effect until December 31, 2023[186](index=186&type=chunk) Equity Purchases in Q2 2023 | Month | Total Shares Purchased | Average Price Paid Per Share | Remaining Program Value | | :--- | :--- | :--- | :--- | | April 2023 | 49,370 | $30.50 | $399,677,961 | | May 2023 | 0 | N/A | $399,677,961 | | June 2023 | 0 | N/A | $399,677,961 | - The shares purchased during the quarter were surrendered by employees to satisfy tax withholding obligations and were not part of the publicly announced repurchase plan[188](index=188&type=chunk) [Other Items (3, 4, 5, 6)](index=42&type=section&id=Other%20Items) This section confirms no defaults on senior securities, non-applicability of mine safety disclosures, no Rule 10b5-1 plan changes by officers, and lists filed exhibits - Item 3 (Defaults Upon Senior Securities) and Item 4 (Mine Safety Disclosures) are not applicable[189](index=189&type=chunk)[190](index=190&type=chunk) - During the quarter, no directors or executive officers adopted or terminated any Rule 10b5-1 trading plans[191](index=191&type=chunk) - Item 6 lists exhibits filed with the report, including Amendment No. 7 to the Credit Agreement and required CEO/CFO certifications[192](index=192&type=chunk)

Select Medical Holdings Corporation (NYSE:SEM) Q1 2023 Earnings Conference Call May 5, 2023 9:00 AM ET Company Participants Robert Ortenzio - Executive Chairman and Co-Founder Martin Jackson - EVP and CFO Conference Call Participants Justin Bowers - Deutsche Bank Nabil Gutierrez - Bank of America Ben Hendrix - RBC Capital Markets A.J. Rice - Credit Suisse Bill Sutherland - The Benchmark Company Operator Good morning, and thank you for joining us today for Select Medical Holdings Corporation's Earnings Confe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbers: 001-34465 SELECT MEDICAL HOLDINGS CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 20-1764048 (State or ...