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~~June 30, ~~2022~~2023


☐			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 Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

4714 Gettysburg Road, P.O. Box 2034

Mechanicsburg, PA 17055

(Address of Principal Executive Offices and Zip code)

(717) 972-1100

(Registrant’s telephone number, including area code)

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


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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as such Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging Growth Company	☐

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~July 31, ~~2022,~~2023, Select Medical Holdings Corporation had outstanding ~~126,983,615~~127,143,417 shares of common stock.

Unless the context indicates otherwise, any reference in this report to “Holdings” refers to Select Medical Holdings Corporation and any reference to “Select” refers to Select Medical Corporation, the wholly owned operating subsidiary of Holdings, and any of Select’s subsidiaries. Any reference to “Concentra” refers to Concentra Group Holdings Parent, LLC (“Concentra Group Holdings Parent”) and its subsidiaries, including Concentra Inc. References to the “Company,” “we,” “us,” and “our” refer collectively to Holdings, Select, and Concentra.

Table of Contents

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	3

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Condensed consolidated balance sheets	3

	Condensed consolidated statements of operations	4

	Condensed consolidated statements of comprehensive income	5

	Condensed consolidated statements of changes in equity and income	6

	Condensed consolidated statements of cash flows	8

	Notes to condensed consolidated financial statements	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2321

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4841

ITEM 4.	CONTROLS AND PROCEDURES	4841

PART II	OTHER INFORMATION	4942

ITEM 1.	LEGAL PROCEEDINGS	4942

ITEM 1A.	RISK FACTORS	4942

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4942

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	4942

ITEM 4.	MINE SAFETY DISCLOSURES	4942

ITEM 5.	OTHER INFORMATION	4942

ITEM 6.	EXHIBITS	5043

SIGNATURES

Table of Contents

PART I: FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Select Medical Holdings Corporation

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share and per share amounts)


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	74,310	$	108,223	Cash and cash equivalents	$	97,906	$	101,167
Accounts receivable	Accounts receivable	889,303		909,030		Accounts receivable	941,312		964,680
Prepaid income taxes	Prepaid income taxes	55,620		19,227		Prepaid income taxes	31,868		16,513
Current portion of interest rate cap contract						Current portion of interest rate cap contract	74,857		83,938
Other current assets	Other current assets	120,206		180,766		Other current assets	125,370		138,186
Total Current Assets	Total Current Assets	1,139,439		1,217,246		Total Current Assets	1,271,313		1,304,484
Operating lease right-of-use assets	Operating lease right-of-use assets	1,078,754		1,129,872		Operating lease right-of-use assets	1,169,740		1,182,839
Property and equipment, net	Property and equipment, net	961,467		957,353		Property and equipment, net	1,001,440		1,004,430
Goodwill	Goodwill	3,448,912		3,479,374		Goodwill	3,484,200		3,486,050
Identifiable intangible assets, net	Identifiable intangible assets, net	374,879		358,411		Identifiable intangible assets, net	351,662		346,733
Interest rate cap contract, net of current portion						Interest rate cap contract, net of current portion	45,200		18,396
Other assets	Other assets	356,720		412,720		Other assets	341,738		358,937
Total Assets	Total Assets	$	7,360,171	$	7,554,976	Total Assets	$	7,665,293	$	7,701,869
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current Liabilities:	Current Liabilities:					Current Liabilities:
Overdrafts	Overdrafts	$	42,353	$	33,262	Overdrafts	$	31,961	$	31,494
Current operating lease liabilities	Current operating lease liabilities	229,334		234,595		Current operating lease liabilities	236,784		241,517
Current portion of long-term debt and notes payable	Current portion of long-term debt and notes payable	17,572		43,429		Current portion of long-term debt and notes payable	44,351		57,205
Accounts payable	Accounts payable	233,844		207,413		Accounts payable	186,729		186,787
Accrued payroll	Accrued payroll	247,292		252,041		Accrued payroll	209,789		191,061
Accrued vacation	Accrued vacation	144,048		147,763		Accrued vacation	150,695		159,168
Accrued interest	Accrued interest	29,002		10,347		Accrued interest	29,837		29,514
Accrued other	Accrued other	244,312		265,451		Accrued other	264,525		283,257
Government advances		83,790		942
Unearned government assistance		93		236

Income taxes payable	Income taxes payable	1,437		1,265		Income taxes payable	480		8,209
Total Current Liabilities	Total Current Liabilities	1,273,077		1,196,744		Total Current Liabilities	1,155,151		1,188,212
Non-current operating lease liabilities	Non-current operating lease liabilities	916,540		967,758		Non-current operating lease liabilities	1,008,394		1,021,314
Long-term debt, net of current portion	Long-term debt, net of current portion	3,556,385		3,750,411		Long-term debt, net of current portion	3,835,211		3,695,341
Non-current deferred tax liability	Non-current deferred tax liability	142,792		162,156		Non-current deferred tax liability	169,793		155,925
Other non-current liabilities	Other non-current liabilities	106,442		109,848		Other non-current liabilities	106,137		105,123
Total Liabilities	Total Liabilities	5,995,236		6,186,917		Total Liabilities	6,274,686		6,165,915
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 13)						Commitments and contingencies (Note 13)
Redeemable non-controlling interests	Redeemable non-controlling interests	39,033		33,540		Redeemable non-controlling interests	34,043		34,375
Stockholders’ Equity:	Stockholders’ Equity:					Stockholders’ Equity:
Common stock, $0.001 par value, 700,000,000 shares authorized, 133,884,817 and 127,144,158 shares issued and outstanding at 2021 and 2022, respectively		134		127
Common stock, $0.001 par value, 700,000,000 shares authorized, 127,173,871 and 127,387,869 shares issued and outstanding at 2022 and 2023, respectively						Common stock, $0.001 par value, 700,000,000 shares authorized, 127,173,871 and 127,387,869 shares issued and outstanding at 2022 and 2023, respectively	127		127
Capital in excess of par	Capital in excess of par	504,314		444,843		Capital in excess of par	452,183		473,942
Retained earnings	Retained earnings	593,251		570,069		Retained earnings	581,010		696,922
Accumulated other comprehensive income	Accumulated other comprehensive income	12,282		90,556		Accumulated other comprehensive income	88,602		75,047
Total Stockholders’ Equity	Total Stockholders’ Equity	1,109,981		1,105,595		Total Stockholders’ Equity	1,121,922		1,246,038
Non-controlling interests	Non-controlling interests	215,921		228,924		Non-controlling interests	234,642		255,541
Total Equity	Total Equity	1,325,902		1,334,519		Total Equity	1,356,564		1,501,579
Total Liabilities and Equity	Total Liabilities and Equity	$	7,360,171	$	7,554,976	Total Liabilities and Equity	$	7,665,293	$	7,701,869

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Select Medical Holdings Corporation

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share amounts)


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Revenue	Revenue	$	1,534,221	$	1,567,794	$	4,644,704	$	4,752,082	Revenue	$	1,584,741	$	1,674,528	$	3,184,288	$	3,339,508
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of services, exclusive of depreciation and amortization	Cost of services, exclusive of depreciation and amortization	1,297,682		1,393,817		3,882,579		4,191,377		Cost of services, exclusive of depreciation and amortization	1,390,550		1,423,603		2,797,560		2,842,422
General and administrative	General and administrative	37,885		39,491		109,025		114,272		General and administrative	37,268		42,508		74,781		84,787
Depreciation and amortization	Depreciation and amortization	50,128		51,459		150,702		153,579		Depreciation and amortization	51,081		49,939		102,120		102,364
Total costs and expenses	Total costs and expenses	1,385,695		1,484,767		4,142,306		4,459,228		Total costs and expenses	1,478,899		1,516,050		2,974,461		3,029,573
Other operating income	Other operating income	1,729		8,440		133,837		23,565		Other operating income	15,125		726		15,125		726
Income from operations	Income from operations	150,255		91,467		636,235		316,419		Income from operations	120,967		159,204		224,952		310,661
Other income and expense:	Other income and expense:									Other income and expense:

Equity in earnings of unconsolidated subsidiaries	Equity in earnings of unconsolidated subsidiaries	11,452		8,084		33,180		19,648		Equity in earnings of unconsolidated subsidiaries	6,167		10,501		11,564		19,057

Interest income		—		—		4,749		—

Interest expense	Interest expense	(33,825)		(45,204)		(102,115)		(121,770)		Interest expense	(41,052)		(48,997)		(76,566)		(97,568)
Income before income taxes	Income before income taxes	127,882		54,347		572,049		214,297		Income before income taxes	86,082		120,708		159,950		232,150
Income tax expense	Income tax expense	27,665		16,221		138,410		53,983		Income tax expense	19,820		28,848		37,762		55,033
Net income	Net income	100,217		38,126		433,639		160,314		Net income	66,262		91,860		122,188		177,117
Less: Net income attributable to non-controlling interests	Less: Net income attributable to non-controlling interests	23,289		10,960		81,271		28,824		Less: Net income attributable to non-controlling interests	11,055		13,623		17,864		28,075
Net income attributable to Select Medical Holdings Corporation	Net income attributable to Select Medical Holdings Corporation	$	76,928	$	27,166	$	352,368	$	131,490	Net income attributable to Select Medical Holdings Corporation	$	55,207	$	78,237	$	104,324	$	149,042
Earnings per common share (Note 13):
Earnings per common share (Note 12):										Earnings per common share (Note 12):
Basic and diluted	Basic and diluted	$	0.57	$	0.21	$	2.61	$	1.01	Basic and diluted	$	0.43	$	0.61	$	0.79	$	1.17

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Select Medical Holdings Corporation

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands)


		For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Net income	Net income	$	100,217	$	38,126	$	433,639	$	160,314	Net income	$	66,262	$	91,860	$	122,188	$	177,117
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Gain (loss) on interest rate cash flow hedge		(536)		31,079		6,212		82,726
Gain on interest rate cap contract										Gain on interest rate cap contract	11,833		17,527		51,647		14,831
Reclassification adjustment for losses (gains) included in net income	Reclassification adjustment for losses (gains) included in net income	12		(4,485)		18		(4,452)		Reclassification adjustment for losses (gains) included in net income	(6)		(15,134)		33		(28,386)
Net change, net of tax benefit (expense) of $182, $(8,865), $(2,166), and $(26,092)		(524)		26,594		6,230		78,274

Net change, net of tax benefit (expense) of $(3,942), $(777), $(17,227), and $4,398										Net change, net of tax benefit (expense) of $(3,942), $(777), $(17,227), and $4,398	11,827		2,393		51,680		(13,555)
Comprehensive income	Comprehensive income	99,693		64,720		439,869		238,588		Comprehensive income	78,089		94,253		173,868		163,562
Less: Comprehensive income attributable to non-controlling interests	Less: Comprehensive income attributable to non-controlling interests	23,289		10,960		81,271		28,824		Less: Comprehensive income attributable to non-controlling interests	11,055		13,623		17,864		28,075
Comprehensive income attributable to Select Medical Holdings Corporation	Comprehensive income attributable to Select Medical Holdings Corporation	$	76,404	$	53,760	$	358,598	$	209,764	Comprehensive income attributable to Select Medical Holdings Corporation	$	67,034	$	80,630	$	156,004	$	135,487

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Select Medical Holdings Corporation

Condensed Consolidated Statements of Changes in Equity and Income

(unaudited)

(in thousands)


		For the Nine Months Ended September 30, 2022																For the Six Months Ended June 30, 2023

			Total Stockholders’ Equity																Total Stockholders’ Equity
		Common Stock Issued	Common Stock Par Value		Capital in Excess of Par		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Non-controlling Interests		Total Equity			Common Stock Issued	Common Stock Par Value		Capital in Excess of Par		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2021		133,884	$	134	$	504,314	$	593,251	$	12,282	$	1,109,981	$	215,921	$	1,325,902
Balance at December 31, 2022																	Balance at December 31, 2022	127,173	$	127	$	452,183	$	581,010	$	88,602	$	1,121,922	$	234,642	$	1,356,564
Net income attributable to Select Medical Holdings Corporation																	Net income attributable to Select Medical Holdings Corporation						70,805				70,805				70,805
Net income attributable to non-controlling interests																	Net income attributable to non-controlling interests										—		12,811		12,811
Cash dividends declared for common stockholders ($0.125 per share)																	Cash dividends declared for common stockholders ($0.125 per share)						(15,897)				(15,897)				(15,897)
Issuance of restricted stock																	Issuance of restricted stock	3	0		0						—				—

Vesting of restricted stock																	Vesting of restricted stock				10,003						10,003				10,003

Issuance of non-controlling interests																	Issuance of non-controlling interests										—		2,731		2,731
Non-controlling interests acquired in business combination																	Non-controlling interests acquired in business combination										—		3,877		3,877
Distributions to and purchases of non-controlling interests																	Distributions to and purchases of non-controlling interests										—		(6,069)		(6,069)
Redemption value adjustment on non-controlling interests																	Redemption value adjustment on non-controlling interests						(436)				(436)				(436)
Other comprehensive income																	Other comprehensive income								(15,948)		(15,948)				(15,948)
Other																	Other				(1)		1				—				—
Balance at March 31, 2023																	Balance at March 31, 2023	127,176	$	127	$	462,185	$	635,483	$	72,654	$	1,170,449	$	247,992	$	1,418,441
Net income attributable to Select Medical Holdings Corporation	Net income attributable to Select Medical Holdings Corporation						49,117				49,117				49,117		Net income attributable to Select Medical Holdings Corporation						78,237				78,237				78,237
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests										—		4,891		4,891		Net income attributable to non-controlling interests										—		11,539		11,539
Cash dividends declared for common stockholders ($0.125 per share)	Cash dividends declared for common stockholders ($0.125 per share)						(16,691)				(16,691)				(16,691)		Cash dividends declared for common stockholders ($0.125 per share)						(15,924)				(15,924)				(15,924)
Issuance of restricted stock	Issuance of restricted stock	13	0		0						—				—		Issuance of restricted stock	261	0		0						—				—

Vesting of restricted stock	Vesting of restricted stock				8,288						8,288				8,288		Vesting of restricted stock				10,326						10,326				10,326
Repurchase of common shares	Repurchase of common shares	(2,128)	(2)		(23,459)		(28,215)				(51,676)				(51,676)		Repurchase of common shares	(49)	0		(634)		(872)				(1,506)				(1,506)
Issuance of non-controlling interests	Issuance of non-controlling interests				651						651		4,578		5,229		Issuance of non-controlling interests				1,870						1,870		10,211		12,081
Non-controlling interests acquired in business combination, measurement period adjustment											—		12,463		12,463
Distributions to and purchases of non-controlling interests	Distributions to and purchases of non-controlling interests										—		(9,097)		(9,097)		Distributions to and purchases of non-controlling interests				195						195		(14,201)		(14,006)
Redemption value adjustment on non-controlling interests	Redemption value adjustment on non-controlling interests						(1,381)				(1,381)				(1,381)		Redemption value adjustment on non-controlling interests						(2)				(2)				(2)
Other comprehensive income	Other comprehensive income								39,853		39,853				39,853		Other comprehensive income								2,393		2,393				2,393
Other							(2)				(2)				(2)
Balance at March 31, 2022		131,769	$	132	$	489,794	$	596,079	$	52,135	$	1,138,140	$	228,756	$	1,366,896
Net income attributable to Select Medical Holdings Corporation							55,207				55,207				55,207
Net income attributable to non-controlling interests											—		9,155		9,155
Cash dividends declared for common stockholders ($0.125 per share)							(16,108)				(16,108)				(16,108)
Issuance of restricted stock		211	0		0						—				—
Forfeitures of unvested restricted stock		(6)	0		0		3				3				3
Vesting of restricted stock					8,406						8,406				8,406
Repurchase of common shares		(5,483)	(6)		(56,965)		(69,976)				(126,947)				(126,947)
Issuance of non-controlling interests											—		1,725		1,725
Distributions to and purchases of non-controlling interests					534						534		(7,348)		(6,814)
Redemption value adjustment on non-controlling interests							355				355				355
Other comprehensive income									11,827		11,827				11,827
Other							(4)				(4)				(4)
Balance at June 30, 2022		126,491	$	126	$	441,769	$	565,556	$	63,962	$	1,071,413	$	232,288	$	1,303,701
Net income attributable to Select Medical Holdings Corporation							27,166				27,166				27,166
Net income attributable to non-controlling interests											—		8,720		8,720
Cash dividends declared for common stockholders ($0.125 per share)							(15,893)				(15,893)				(15,893)
Issuance of restricted stock		1,228	1		(1)						—				—
Forfeitures of unvested restricted stock		(6)	0		0		3				3				3
Vesting of restricted stock					9,649						9,649				9,649
Repurchase of common shares		(569)	0		(6,574)		(8,417)				(14,991)				(14,991)
Issuance of non-controlling interests											—		142		142
Distributions to and purchases of non-controlling interests							(2,450)				(2,450)		(12,226)		(14,676)
Redemption value adjustment on non-controlling interests							4,108				4,108				4,108
Other comprehensive income									26,594		26,594				26,594
Other							(4)				(4)				(4)
Balance at September 30, 2022		127,144	$	127	$	444,843	$	570,069	$	90,556	$	1,105,595	$	228,924	$	1,334,519

Balance at June 30, 2023																	Balance at June 30, 2023	127,388	$	127	$	473,942	$	696,922	$	75,047	$	1,246,038	$	255,541	$	1,501,579

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents


		For the Nine Months Ended September 30, 2021																For the Six Months Ended June 30, 2022

			Total Stockholders’ Equity																Total Stockholders’ Equity
		Common Stock Issued	Common Stock Par Value		Capital in Excess of Par		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Non-controlling Interests		Total Equity			Common Stock Issued	Common Stock Par Value		Capital in Excess of Par		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2020		134,850	$	135	$	509,128	$	553,244	$	(2,027)	$	1,060,480	$	192,493	$	1,252,973
Balance at December 31, 2021																	Balance at December 31, 2021	133,884	$	134	$	504,314	$	593,251	$	12,282	$	1,109,981	$	215,921	$	1,325,902
Net income attributable to Select Medical Holdings Corporation	Net income attributable to Select Medical Holdings Corporation						110,546				110,546				110,546		Net income attributable to Select Medical Holdings Corporation						49,117				49,117				49,117
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests										—		17,042		17,042		Net income attributable to non-controlling interests										—		4,891		4,891
Cash dividends declared for common stockholders ($0.125 per share)																	Cash dividends declared for common stockholders ($0.125 per share)						(16,691)				(16,691)				(16,691)
Issuance of restricted stock	Issuance of restricted stock	2	0		0						—				—		Issuance of restricted stock	13	0		0						—				—
Forfeitures of unvested restricted stock		(14)	0		0						—				—

Vesting of restricted stock	Vesting of restricted stock				6,173						6,173				6,173		Vesting of restricted stock				8,288						8,288				8,288

Non-controlling interests acquired in business combination											—		8,193		8,193
Repurchase of common shares																	Repurchase of common shares	(2,128)	(2)		(23,459)		(28,215)				(51,676)				(51,676)
Issuance of non-controlling interests																	Issuance of non-controlling interests				651						651		4,578		5,229
Non-controlling interests acquired in business combination, measurement period adjustment																	Non-controlling interests acquired in business combination, measurement period adjustment										—		12,463		12,463
Distributions to and purchases of non-controlling interests	Distributions to and purchases of non-controlling interests				(787)						(787)		(13,458)		(14,245)		Distributions to and purchases of non-controlling interests										—		(9,097)		(9,097)
Redemption value adjustment on non-controlling interests	Redemption value adjustment on non-controlling interests						(38,405)				(38,405)				(38,405)		Redemption value adjustment on non-controlling interests						(1,381)				(1,381)				(1,381)
Other comprehensive income	Other comprehensive income								8,151		8,151				8,151		Other comprehensive income								39,853		39,853				39,853
Other	Other				(178)		(4)				(182)		371		189		Other						(2)				(2)				(2)
Balance at March 31, 2021		134,838	$	135	$	514,336	$	625,381	$	6,124	$	1,145,976	$	204,641	$	1,350,617
Balance at March 31, 2022																	Balance at March 31, 2022	131,769	$	132	$	489,794	$	596,079	$	52,135	$	1,138,140	$	228,756	$	1,366,896
Net income attributable to Select Medical Holdings Corporation	Net income attributable to Select Medical Holdings Corporation						164,894				164,894				164,894		Net income attributable to Select Medical Holdings Corporation						55,207				55,207				55,207
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests										—		13,241		13,241		Net income attributable to non-controlling interests										—		9,155		9,155
Cash dividends declared for common stockholders ($0.125 per share)	Cash dividends declared for common stockholders ($0.125 per share)						(16,876)				(16,876)				(16,876)		Cash dividends declared for common stockholders ($0.125 per share)						(16,108)				(16,108)				(16,108)
Issuance of restricted stock	Issuance of restricted stock	211	0		0						—				—		Issuance of restricted stock	211	0		0						—				—
Forfeitures of unvested restricted stock	Forfeitures of unvested restricted stock	(2)	0		0						—				—		Forfeitures of unvested restricted stock	(6)	0		0		3				3				3
Vesting of restricted stock	Vesting of restricted stock				6,564						6,564				6,564		Vesting of restricted stock				8,406						8,406				8,406
Repurchase of common shares	Repurchase of common shares	(42)	0		(707)		(903)				(1,610)				(1,610)		Repurchase of common shares	(5,483)	(6)		(56,965)		(69,976)				(126,947)				(126,947)
Issuance of non-controlling interests	Issuance of non-controlling interests				(1,051)						(1,051)		6,739		5,688		Issuance of non-controlling interests				—						—		1,725		1,725
Distributions to and purchases of non-controlling interests	Distributions to and purchases of non-controlling interests				(2,970)						(2,970)		(9,324)		(12,294)		Distributions to and purchases of non-controlling interests				534						534		(7,348)		(6,814)
Redemption value adjustment on non-controlling interests	Redemption value adjustment on non-controlling interests						(59,370)				(59,370)				(59,370)		Redemption value adjustment on non-controlling interests						355				355				355
Other comprehensive loss	Other comprehensive loss								(1,397)		(1,397)				(1,397)		Other comprehensive loss								11,827		11,827				11,827
Other	Other						65				65		370		435		Other						(4)				(4)		—		(4)
Balance at June 30, 2021		135,005	$	135	$	516,172	$	713,191	$	4,727	$	1,234,225	$	215,667	$	1,449,892
Net income attributable to Select Medical Holdings Corporation							76,928				76,928				76,928
Net income attributable to non-controlling interests											—		10,709		10,709
Cash dividends declared for common stockholders ($0.125 per share)							(16,940)				(16,940)				(16,940)
Issuance of restricted stock		954	1		(1)						—				—
Forfeitures of unvested restricted stock		(2)	0		0						—				—
Vesting of restricted stock					7,659						7,659				7,659
Repurchase of common shares		(1,813)	(2)		(26,712)		(37,726)				(64,440)				(64,440)
Issuance of non-controlling interests					4,592						4,592		9,646		14,238
Distributions to and purchases of non-controlling interests											—		(18,278)		(18,278)
Redemption value adjustment on non-controlling interests							(96,000)				(96,000)				(96,000)
Other comprehensive loss									(524)		(524)				(524)
Other							(2)				(2)		370		368
Balance at September 30, 2021		134,144	$	134	$	501,710	$	639,451	$	4,203	$	1,145,498	$	218,114	$	1,363,612
Balance at June 30, 2022																	Balance at June 30, 2022	126,491	$	126	$	441,769	$	565,556	$	63,962	$	1,071,413	$	232,288	$	1,303,701

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Select Medical Holdings Corporation

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)


		For the Nine Months Ended September 30,					For the Six Months Ended June 30,
		2021		2022			2022		2023
Operating activities	Operating activities					Operating activities
Net income	Net income	$	433,639	$	160,314	Net income	$	122,188	$	177,117
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries	Distributions from unconsolidated subsidiaries	27,772		16,892		Distributions from unconsolidated subsidiaries	11,140		8,841
Depreciation and amortization	Depreciation and amortization	150,702		153,579		Depreciation and amortization	102,120		102,364
Provision for expected credit losses	Provision for expected credit losses	172		(41)		Provision for expected credit losses	111		761
Equity in earnings of unconsolidated subsidiaries	Equity in earnings of unconsolidated subsidiaries	(33,180)		(19,648)		Equity in earnings of unconsolidated subsidiaries	(11,564)		(19,057)

Gain on sale or disposal of assets	Gain on sale or disposal of assets	(87)		(1,593)		Gain on sale or disposal of assets	(1,476)		(23)
Stock compensation expense	Stock compensation expense	22,002		27,956		Stock compensation expense	17,769		20,508
Amortization of debt discount, premium and issuance costs	Amortization of debt discount, premium and issuance costs	1,655		1,696		Amortization of debt discount, premium and issuance costs	1,123		1,174
Deferred income taxes	Deferred income taxes	(11,965)		(7,080)		Deferred income taxes	(1,965)		(10,876)
Changes in operating assets and liabilities, net of effects of business combinations:	Changes in operating assets and liabilities, net of effects of business combinations:					Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable	Accounts receivable	645		(19,686)		Accounts receivable	(32,431)		(23,135)
Other current assets	Other current assets	(1,822)		2,923		Other current assets	(2,128)		(5,997)
Other assets	Other assets	(3,124)		9,650		Other assets	1,275		5,472
Accounts payable	Accounts payable	22,914		(22,185)		Accounts payable	4,879		7,096
Accrued expenses	Accrued expenses	84,796		15,989		Accrued expenses	44,296		22,033
Government advances	Government advances	(165,470)		(82,848)		Government advances	(77,319)		—
Unearned government assistance		(80,193)		143

Income taxes		13,524		36,220

Net cash provided by operating activities	Net cash provided by operating activities	461,980		272,281		Net cash provided by operating activities	178,018		286,278
Investing activities	Investing activities					Investing activities
Business combinations, net of cash acquired	Business combinations, net of cash acquired	(26,830)		(22,027)		Business combinations, net of cash acquired	(19,241)		(7,732)
Purchases of property and equipment		(125,386)		(135,119)
Purchases of property, equipment, and other assets						Purchases of property, equipment, and other assets	(93,177)		(118,399)
Investment in businesses	Investment in businesses	(16,367)		(17,323)		Investment in businesses	(6,990)		(9,800)
Proceeds from sale of assets	Proceeds from sale of assets	11,257		5,364		Proceeds from sale of assets	5,314		56
Net cash used in investing activities	Net cash used in investing activities	(157,326)		(169,105)		Net cash used in investing activities	(114,094)		(135,875)
Financing activities	Financing activities					Financing activities
Borrowings on revolving facilities	Borrowings on revolving facilities	—		845,000		Borrowings on revolving facilities	565,000		435,000
Payments on revolving facilities	Payments on revolving facilities	—		(625,000)		Payments on revolving facilities	(375,000)		(535,000)

Borrowings of other debt	Borrowings of other debt	19,515		20,866		Borrowings of other debt	17,494		22,298
Principal payments on other debt	Principal payments on other debt	(22,910)		(25,165)		Principal payments on other debt	(16,874)		(26,373)
Dividends paid to common stockholders	Dividends paid to common stockholders	(33,816)		(48,692)		Dividends paid to common stockholders	(32,799)		(31,821)
Repurchase of common stock	Repurchase of common stock	(66,050)		(193,614)		Repurchase of common stock	(178,623)		(1,506)

Decrease in overdrafts	Decrease in overdrafts	—		(9,091)		Decrease in overdrafts	(11,055)		(467)
Proceeds from issuance of non-controlling interests	Proceeds from issuance of non-controlling interests	19,926		7,096		Proceeds from issuance of non-controlling interests	6,955		14,812
Distributions to and purchases of non-controlling interests	Distributions to and purchases of non-controlling interests	(50,397)		(40,663)		Distributions to and purchases of non-controlling interests	(18,663)		(24,085)

Net cash used in financing activities	Net cash used in financing activities	(133,732)		(69,263)		Net cash used in financing activities	(43,565)		(147,142)
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	170,922		33,913		Net increase in cash and cash equivalents	20,359		3,261
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	577,061		74,310		Cash and cash equivalents at beginning of period	74,310		97,906
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	747,983	$	108,223	Cash and cash equivalents at end of period	$	94,669	$	101,167
Supplemental information	Supplemental information					Supplemental information
Cash paid for interest, excluding amounts received of $6,232 under interest rate cash flow hedge for the nine months ended September 30, 2022		$	118,570	$	143,455
Cash paid for interest, excluding amounts received of $103 and $38,284 under the interest rate cap contract						Cash paid for interest, excluding amounts received of $103 and $38,284 under the interest rate cap contract	$	74,217	$	133,581
Cash paid for taxes	Cash paid for taxes	136,857		24,844		Cash paid for taxes	16,423		42,755

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

SELECT MEDICAL HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The unaudited condensed consolidated financial statements of Select Medical Holdings Corporation (“Holdings”) include the accounts of its wholly owned subsidiary, Select Medical Corporation (“Select”). Holdings conducts substantially all of its business through Select and its subsidiaries. Holdings, Select, and Select’s subsidiaries are collectively referred to as the “Company.” The unaudited condensed consolidated financial statements of the Company as of ~~September~~June 30, ~~2022,~~2023, and for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting and the accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, certain information and disclosures required by GAAP, which are normally included in the notes to the consolidated financial statements, have been condensed or omitted pursuant to those rules and regulations, although the Company believes the disclosure is adequate to make the information presented not misleading. In the opinion of management, such information contains all adjustments, which are normal and recurring in nature, necessary for a fair statement of the financial position, results of operations and cash flow for such periods. All significant intercompany transactions and balances have been eliminated.

The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, ~~2022.~~2023. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, ~~2021,~~2022, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February ~~24, 2022.~~23, 2023.

2. Accounting Policies

Recent Accounting Guidance Not Yet Adopted

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-01, Leases (Topic 842): Common Control Arrangements, which requires companies to amortize leasehold improvements associated with related party leases under common control over the useful life of the leasehold improvement to the common control group. The ASU is effective for annual reporting periods beginning on or after December 15, 2023; however, early adoption is permitted. The ASU can either be applied prospectively or retrospectively.

The Company is currently evaluating this ASU, but does not expect it to have a material impact on its consolidated financial statements upon adoption. The Company plans to adopt the ASU using the prospective method as of January 1, 2024.

Recently Adopted Accounting Guidance

Reference Rate Reform

In December 2022, FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, which extended the relief provided under Topic 848 to contract modifications made and hedging relationships entered into on or before December 31, 2024. The FASB had previously issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting in March 2020, which provided temporary relief from some of the existing accounting rules governing contract modifications when the modification is related to the replacement of the London Interbank Offered Rate (“LIBOR”) or other reference rates discontinued as a result of reference rate reform.

For eligible contract modifications, the update generally allows an entity to account for and present modifications as an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. That is, the modified contract is accounted for as a continuation of the existing contract. For cash flow hedging relationships affected by reference rate reform, Topic 848 provides expedients that allow an entity to (i) change the reference rate of either the forecasted transaction or hedging instrument without requiring dedesignation of the hedging relationship; (ii) assert that changes to the hedged forecasted transaction will not impact whether it remains probable of occurring; and (iii) for the purposes of assessing hedge effectiveness, assume that the reference rate will not be replaced for the remainder of the hedging relationship if both the hedged forecasted transaction and hedging instrument are expected to be impacted by reference rate reform.

Table of Contents

In March 2021, the Financial Conduct Authority announced June 30, 2023 as the intended cessation date of the one-, three-, six-, and 12-month tenors of USD LIBOR. Provisions within the credit agreement provide the Company with the ability to agree with JPMorgan Chase Bank, N.A., as administrative agent to the lenders, to replace LIBOR with a different reference rate in the event that LIBOR ceases to exist. On May 31, 2023, the Company replaced LIBOR with the forward looking Secured Overnight Financing Rate (“Adjusted Term SOFR”) within the credit agreement. On May 31, 2023, the Company also modified the cash flow hedge’s contractual terms to replace LIBOR with SOFR. The amendment to the credit agreement is described further in Note 7 -Long-term Debt and Notes Payable. The Company’s cash flow hedge is described further in Note 8 – Interest Rate Cap.

These updates have not had a material impact on the Company's consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates.

3. Credit Risk Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash balances and accounts receivable. The Company’s excess cash is held with large financial institutions. The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s facilities and are insured under third-party payor agreements.

Because of the diversity in the Company’s non-governmental third-party payor base, as well as their geographic dispersion, accounts receivable due from the Medicare program represent the Company’s only significant concentration of credit risk. Approximately ~~15% and 17%~~19% of the Company’s accounts receivable is due from Medicare at both December 31, ~~2021~~2022 and ~~September~~June 30, ~~2022, respectively.~~2023.

~~Table of Contents~~

4. Redeemable Non-Controlling Interests

The ownership interests held by outside parties in subsidiaries, which include limited liability companies and limited partnerships, controlled by the Company are classified as non-controlling interests. Some of the Company’s non-controlling ownership interests consist of outside parties that have certain redemption rights that, if exercised, require the Company to purchase the parties’ ownership interests. These interests are classified and reported as redeemable non-controlling interests and have been adjusted to their approximate redemption values, after the attribution of net income or loss.

The changes in redeemable non-controlling interests are as follows:


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2022			2022		2023
		(in thousands)					(in thousands)
Balance as of January 1	Balance as of January 1	$	398,171	$	39,033	Balance as of January 1	$	39,033	$	34,043
Net income attributable to redeemable non-controlling interests	Net income attributable to redeemable non-controlling interests	9,626		1,918		Net income attributable to redeemable non-controlling interests	1,918		1,641

Distributions to and purchases of redeemable non-controlling interests		(614)		(1,198)
Distributions to redeemable non-controlling interests						Distributions to redeemable non-controlling interests	(1,198)		(1,900)

Redemption value adjustment on redeemable non-controlling interests	Redemption value adjustment on redeemable non-controlling interests	38,405		1,381		Redemption value adjustment on redeemable non-controlling interests	1,381		436
Other	Other	343		536		Other	536		179
Balance as of March 31	Balance as of March 31	$	445,931	$	41,670	Balance as of March 31	$	41,670	$	34,399
Net income attributable to redeemable non-controlling interests	Net income attributable to redeemable non-controlling interests	18,073		1,900		Net income attributable to redeemable non-controlling interests	1,900		2,084

Distributions to and purchases of redeemable non-controlling interests	Distributions to and purchases of redeemable non-controlling interests	(1,987)		(1,553)		Distributions to and purchases of redeemable non-controlling interests	(1,553)		(2,110)
Redemption value adjustment on redeemable non-controlling interests	Redemption value adjustment on redeemable non-controlling interests	59,370		(355)		Redemption value adjustment on redeemable non-controlling interests	(355)		2
Other	Other	165		535		Other	535		—
Balance as of June 30	Balance as of June 30	$	521,552	$	42,197	Balance as of June 30	$	42,197	$	34,375
Net income attributable to redeemable non-controlling interests		12,580		2,240
Distributions to and purchases of redeemable non-controlling interests		(2,967)		(7,325)
Redemption value adjustment on redeemable non-controlling interests		96,000		(4,108)
Other		165		536
Balance as of September 30		$	627,330	$	33,540

Table of Contents

5. Variable Interest Entities

Certain states prohibit the “corporate practice of medicine,” which restricts the Company from owning medical practices which directly employ physicians or therapists and from exercising control over medical decisions by ~~physicians.~~physicians and therapists. In these states, the Company enters into long-term management agreements with medical practices that are owned by licensed physicians or therapists, which, in turn, employ or contract with physicians or therapists who provide professional medical services. The management agreements provide for the Company to direct the transfer of ownership of the medical ~~practices to new licensed physicians at any time.~~practices. Based on the provisions of the management agreements, the medical practices are variable interest entities for which the Company is the primary beneficiary.

As of December 31, ~~2021,~~2022, and ~~September~~June 30, ~~2022,~~2023, the total assets of the Company’s variable interest entities were ~~$225.1~~$232.1 million and ~~$264.0~~$263.6 million, respectively, and are principally comprised of accounts receivable. As of December 31, ~~2021,~~2022, and ~~September~~June 30, ~~2022,~~2023, the total liabilities of the Company’s variable interest entities were ~~$74.8~~$78.8 million and ~~$87.3~~$84.1 million, respectively, and are principally comprised of accounts payable and accrued expenses. These variable interest entities have obligations payable for services received under their management agreements with the Company of ~~$150.3~~$158.3 million and ~~$179.8~~$186.7 million as of December 31, ~~2021,~~2022, and ~~September~~June 30, ~~2022,~~2023, respectively. These intercompany balances are eliminated in consolidation.

~~Table of Contents~~

6. Leases

The Company has operating and finance leases for its facilities. The Company leases its corporate office space from related parties.

The Company’s total lease cost is as follows:


		Three Months Ended September 30, 2021						Three Months Ended September 30, 2022							Three Months Ended June 30, 2022						Three Months Ended June 30, 2023
		Unrelated Parties		Related Parties		Total		Unrelated Parties		Related Parties		Total			Unrelated Parties		Related Parties		Total		Unrelated Parties		Related Parties		Total
		(in thousands)													(in thousands)
Operating lease cost	Operating lease cost	$	71,647	$	1,791	$	73,438	$	73,795	$	1,810	$	75,605	Operating lease cost	$	73,969	$	1,809	$	75,778	$	76,892	$	1,833	$	78,725
Finance lease cost:	Finance lease cost:													Finance lease cost:
Amortization of right-of-use assets	Amortization of right-of-use assets	156		—		156		381		—		381		Amortization of right-of-use assets	377		—		377		404		—		404
Interest on lease liabilities	Interest on lease liabilities	270		—		270		335		—		335		Interest on lease liabilities	336		—		336		387		—		387
Short-term lease cost	Short-term lease cost	—		—		—		24		—		24		Short-term lease cost	15		—		15		—		—		—
Variable lease cost	Variable lease cost	13,147		141		13,288		14,855		141		14,996		Variable lease cost	14,407		141		14,548		16,532		—		16,532
Sublease income	Sublease income	(2,253)		—		(2,253)		(1,963)		—		(1,963)		Sublease income	(1,940)		—		(1,940)		(1,716)		—		(1,716)
Total lease cost	Total lease cost	$	82,967	$	1,932	$	84,899	$	87,427	$	1,951	$	89,378	Total lease cost	$	87,164	$	1,950	$	89,114	$	92,499	$	1,833	$	94,332

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2022
Unrelated Parties Related Parties Total Unrelated Parties Related Parties Total
(in thousands)
Operating lease cost $ 212,500 $ 5,388 $ 217,888 $ 221,726 $ 5,428 $ 227,154
Finance lease cost:
Amortization of right-of-use assets 296 — 296 1,105 — 1,105
Interest on lease liabilities 775 — 775 1,011 — 1,011
Short-term lease cost — — — 74 — 74
Variable lease cost 39,242 285 39,527 42,917 321 43,238
Sublease income (6,716) — (6,716) (5,869) — (5,869)
Total lease cost $ 246,097 $ 5,673 $ 251,770 $ 260,964 $ 5,749 $ 266,713

~~Supplemental cash flow information related to leases is as follows:~~

Nine Months Ended September 30,
2021 2022
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases $ 219,754 $ 232,472
Operating cash flows for finance leases 775 1,011
Financing cash flows for finance leases 273 1,086
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases $ 215,568 $ 240,185
Finance leases 436 495


	Six Months Ended June 30, 2022						Six Months Ended June 30, 2023
	Unrelated Parties		Related Parties		Total		Unrelated Parties		Related Parties		Total
	(in thousands)
Operating lease cost	$	147,931	$	3,618	$	151,549	$	153,524	$	3,667	$	157,191
Finance lease cost:
Amortization of right-of-use assets	724		—		724		798		—		798
Interest on lease liabilities	676		—		676		707		—		707
Short-term lease cost	50		—		50		—		—		—
Variable lease cost	28,062		180		28,242		32,293		84		32,377
Sublease income	(3,906)		—		(3,906)		(3,394)		—		(3,394)
Total lease cost	$	173,537	$	3,798	$	177,335	$	183,928	$	3,751	$	187,679

~~Table of Contents~~

~~Supplemental balance sheet information related to leases is as follows:~~

December 31, 2021 September 30, 2022
Unrelated Parties Related Parties Total Unrelated Parties Related Parties Total
(in thousands)
Operating Leases
Operating lease right-of-use assets $ 1,052,603 $ 26,151 $ 1,078,754 $ 1,108,127 $ 21,745 $ 1,129,872
Current operating lease liabilities $ 222,865 $ 6,469 $ 229,334 $ 230,433 $ 4,162 $ 234,595
Non-current operating lease liabilities 894,104 22,436 916,540 947,828 19,930 967,758
Total operating lease liabilities $ 1,116,969 $ 28,905 $ 1,145,874 $ 1,178,261 $ 24,092 $ 1,202,353

December 31, 2021 September 30, 2022
Unrelated Parties Related Parties Total Unrelated Parties Related Parties Total
(in thousands)
Finance Leases
Property and equipment, net $ 8,505 $ — $ 8,505 $ 7,947 $ — $ 7,947
Current portion of long-term debt and notes payable $ 1,404 $ — $ 1,404 $ 1,593 $ — $ 1,593
Long-term debt, net of current portion 16,679 — 16,679 15,898 — 15,898
Total finance lease liabilities $ 18,083 $ — $ 18,083 $ 17,491 $ — $ 17,491

~~The weighted average remaining lease terms and discount rates are as follows:~~

December 31, 2021 September 30, 2022
Weighted average remaining lease term (in years):
Operating leases 7.8 7.7
Finance leases 24.7 24.6
Weighted average discount rate:
Operating leases 5.6 % 5.7 %
Finance leases 7.4 % 7.4 %

~~As of September 30, 2022, maturities of lease liabilities are approximately as follows:~~

Operating Leases Finance Leases
(in thousands)
2022 (remainder of year) $ 76,457 $ 708
2023 284,911 2,868
2024 246,800 2,505
2025 203,253 2,227
2026 170,756 2,157
Thereafter 583,337 28,300
Total undiscounted cash flows 1,565,514 38,765
Less: Imputed interest 363,161 21,274
Total discounted lease liabilities $ 1,202,353 $ 17,491

Table of Contents

7. ~~Intangible Assets~~

~~Goodwill~~

~~The following table shows changes in the carrying amounts of goodwill by reporting unit for the nine months ended September 30, 2022:~~

Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient
Rehabilitation Concentra Total
(in thousands)
Balance as of December 31, 2021 $ 1,131,440 $ 442,155 $ 654,125 $ 1,221,192 $ 3,448,912
Acquisition of businesses 6,505 — 6,779 3,927 17,211
Measurement period adjustment 13,251 — — — 13,251
Balance as of September 30, 2022 $ 1,151,196 $ 442,155 $ 660,904 $ 1,225,119 $ 3,479,374

~~Identifiable Intangible Assets~~

~~The following table provides the gross carrying amounts, accumulated amortization, and net carrying amounts for the Company’s identifiable intangible assets:~~

December 31, 2021 September 30, 2022
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
(in thousands)
Indefinite-lived intangible assets:
Trademarks $ 166,698 $ — $ 166,698 $ 166,698 $ — $ 166,698
Certificates of need 21,478 — 21,478 22,999 — 22,999
Accreditations 1,874 — 1,874 1,874 — 1,874
Finite-lived intangible assets:
Trademarks 5,000 (5,000) — 5,000 (5,000) —
Customer relationships 304,289 (141,111) 163,178 309,109 (162,875) 146,234
Non-compete agreements 36,746 (15,095) 21,651 38,434 (17,828) 20,606
Total identifiable intangible assets $ 536,085 $ (161,206) $ 374,879 $ 544,114 $ (185,703) $ 358,411

The Company’s accreditations and trademarks have renewal terms, and the costs to renew these intangible assets are expensed as incurred. At September 30, 2022, the accreditations and trademarks have a weighted average time until next renewal of 1.5 years and 7.0 years, respectively.

The Company’s finite-lived intangible assets amortize over their estimated useful lives. Amortization expense was $7.4 million and $7.7 million for the three months ended September 30, 2021 and 2022, respectively. Amortization expense was $21.8 million and $23.0 million for the nine months ended September 30, 2021 and 2022, respectively.

~~Table of Contents~~

8.Long-Term Debt and Notes Payable

As of ~~September~~June 30, ~~2022,~~2023, the Company’s long-term debt and notes payable are as follows:


		Principal Outstanding		Unamortized Premium (Discount)		Unamortized Issuance Costs		Carrying Value		Fair Value			Principal Outstanding		Unamortized Premium (Discount)		Unamortized Issuance Costs		Carrying Value		Fair Value
		(in thousands)											(in thousands)
6.250% senior notes	6.250% senior notes	$	1,225,000	$	23,082	$	(11,706)	$	1,236,376	$	1,150,300	6.250% senior notes	$	1,225,000	$	18,562	$	(9,456)	$	1,234,106	$	1,204,175
Credit facilities:	Credit facilities:											Credit facilities:
Revolving facility	Revolving facility	380,000		—		—		380,000		378,575		Revolving facility	345,000		—		—		345,000		343,706
Term loan	Term loan	2,103,437		(4,883)		(5,323)		2,093,231		2,035,075		Term loan	2,103,437		(3,379)		(3,684)		2,096,374		2,098,178
Other debt, including finance leases	Other debt, including finance leases	84,387		—		(154)		84,233		84,233		Other debt, including finance leases	77,164		—		(98)		77,066		77,066
Total debt	Total debt	$	3,792,824	$	18,199	$	(17,183)	$	3,793,840	$	3,648,183	Total debt	$	3,750,601	$	15,183	$	(13,238)	$	3,752,546	$	3,723,125

Principal maturities of the Company’s long-term debt and notes payable are approximately as follows:


		2022		2023		2024		2025		2026		Thereafter		Total			2023		2024		2025		2026		2027		Thereafter		Total
		(in thousands)															(in thousands)
6.250% senior notes	6.250% senior notes	$	—	$	—	$	—	$	—	$	1,225,000	$	—	$	1,225,000	6.250% senior notes	$	—	$	—	$	—	$	1,225,000	$	—	$	—	$	1,225,000
Credit facilities:	Credit facilities:															Credit facilities:
Revolving facility	Revolving facility	—		—		380,000		—		—		—		380,000		Revolving facility	—		31,846		313,154		—		—		—		345,000
Term loan	Term loan	—		4,757		11,150		2,087,530		—		—		2,103,437		Term loan	4,757		11,150		2,087,530		—		—		—		2,103,437
Other debt, including finance leases	Other debt, including finance leases	6,890		36,409		26,177		1,940		1,307		11,664		84,387		Other debt, including finance leases	11,738		51,046		1,408		1,309		823		10,840		77,164
Total debt	Total debt	$	6,890	$	41,166	$	417,327	$	2,089,470	$	1,226,307	$	11,664	$	3,792,824	Total debt	$	16,495	$	94,042	$	2,402,092	$	1,226,309	$	823	$	10,840	$	3,750,601

As of December 31, ~~2021,~~2022, the Company’s long-term debt and notes payable are as follows:


		Principal Outstanding		Unamortized Premium (Discount)		Unamortized Issuance Costs		Carrying Value		Fair Value			Principal Outstanding		Unamortized Premium (Discount)		Unamortized Issuance Costs		Carrying Value		Fair Value
		(in thousands)											(in thousands)
6.250% senior notes	6.250% senior notes	$	1,225,000	$	27,635	$	(13,951)	$	1,238,684	$	1,297,104	6.250% senior notes	$	1,225,000	$	21,555	$	(10,948)	$	1,235,607	$	1,163,689
Credit facilities:	Credit facilities:											Credit facilities:
Revolving facility	Revolving facility	160,000		—		—		160,000		159,400		Revolving facility	445,000		—		—		445,000		443,331
Term loan	Term loan	2,103,437		(6,386)		(6,961)		2,090,090		2,087,661		Term loan	2,103,437		(4,376)		(4,771)		2,094,290		2,056,110
Other debt, including finance leases	Other debt, including finance leases	85,398		—		(215)		85,183		85,183		Other debt, including finance leases	104,800		—		(135)		104,665		104,665
Total debt	Total debt	$	3,573,835	$	21,249	$	(21,127)	$	3,573,957	$	3,629,348	Total debt	$	3,878,237	$	17,179	$	(15,854)	$	3,879,562	$	3,767,795

Select Credit Facilities

On May 31, 2023, Select entered into Amendment No. 7 to the Select credit agreement. Amendment No. 7 replaced the interest rate based on LIBOR and LIBOR-based mechanics applicable to borrowings under the Select credit agreement with an interest rate based on Adjusted Term SOFR (as defined in the credit agreement). The Adjusted Term SOFR Rate includes a credit spread adjustment of 0.10%.

On July 31, 2023, the Company entered into Amendment No. 8 to the Select credit agreement. Amendment No. 8 provides for a new tranche of refinancing term loan in an aggregate principal amount of $2,103.0 million to replace the existing term loans and a $710.0 million new revolving credit facility to replace the existing revolving credit facility. The refinancing term loan and the extended revolving credit facility will mature on March 6, 2027, with an early springing maturity 90 days prior to the senior notes maturity, triggered if more than $300.0 million of senior notes remain outstanding on May 15, 2026. The refinancing term loan has an interest rate of Term SOFR (without the 0.10% credit spread adjustment) plus 3.00% and the refinancing revolving credit facility has an interest rate of Adjusted Term SOFR plus 2.50%, in each case, subject to a leverage-based pricing grid.

Table of Contents

8. Interest Rate Cap

The Company is subject to market risk exposure arising from changes in interest rates on its term loan. The term loan ~~which~~ bears interest at a variable rate that is indexed to ~~one-month LIBOR.~~a benchmark which changed from LIBOR to SOFR on May 31, 2023. The Company’s objective in using an interest rate derivative is to mitigate its exposure to increases in interest rates. The interest rate cap limits the Company’s exposure to increases in the ~~one-month LIBOR~~variable interest rate to 1.0% on $2.0 billion of principal outstanding under the term loan, as the interest rate cap provides for payments from the counterparty when interest rates rise above 1.0%. The interest rate cap has a $2.0 billion notional amount and is effective through September 30, 2024. The Company will pay a monthly premium for the interest rate cap over the term of the agreement. The annual premium is equal to 0.0916% of the notional amount, or approximately $1.8 million.

The interest rate cap has been designated as a cash flow hedge and is highly effective at offsetting the changes in cash outflows when ~~one-month LIBOR~~the variable interest rate exceeds 1.0%. Changes in the fair value of the interest rate cap, net of tax, are recognized in other comprehensive income and are reclassified out of accumulated other comprehensive income and into interest expense when the hedged interest obligations affect earnings.

~~Table of Contents~~

The following table outlines the changes in accumulated other comprehensive income (loss), net of tax, during the periods presented:


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2022			2022		2023
		(in thousands)					(in thousands)
Balance as of January 1	Balance as of January 1	$	(2,027)	$	12,282	Balance as of January 1	$	12,282	$	88,602
Gain (loss) on interest rate cap cash flow hedge						Gain (loss) on interest rate cap cash flow hedge	39,814		(2,696)
Amounts reclassified from accumulated other comprehensive income						Amounts reclassified from accumulated other comprehensive income	39		(13,252)
Balance as of March 31						Balance as of March 31	$	52,135	$	72,654
Gain on interest rate cap cash flow hedge	Gain on interest rate cap cash flow hedge	8,151		39,814		Gain on interest rate cap cash flow hedge	11,833		17,527
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	—		39		Amounts reclassified from accumulated other comprehensive income	(6)		(15,134)
Balance as of March 31		$	6,124	$	52,135
Gain (loss) on interest rate cap cash flow hedge		(1,403)		11,833
Amounts reclassified from accumulated other comprehensive income		6		(6)
Balance as of June 30	Balance as of June 30	$	4,727	$	63,962	Balance as of June 30	$	63,962	$	75,047
Gain (loss) on interest rate cap cash flow hedge		(536)		31,079
Amounts reclassified from accumulated other comprehensive income		12		(4,485)
Balance as of September 30		$	4,203	$	90,556

The effects on net income of amounts reclassified from accumulated other comprehensive income are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
Statement of Operations	Statement of Operations	2021		2022		2021		2022		Statement of Operations	2022		2023		2022		2023
		(in thousands)									(in thousands)
Gains (losses) included in interest expense	Gains (losses) included in interest expense	$	(16)	$	5,980	$	(23)	$	5,936	Gains (losses) included in interest expense	$	8	$	20,045	$	(43)	$	37,597
Income tax benefit (expense)	Income tax benefit (expense)	4		(1,495)		5		(1,484)		Income tax benefit (expense)	(2)		(4,911)		10		(9,211)
Amounts reclassified from accumulated other comprehensive income	Amounts reclassified from accumulated other comprehensive income	$	(12)	$	4,485	$	(18)	$	4,452	Amounts reclassified from accumulated other comprehensive income	$	6	$	15,134	$	(33)	$	28,386

The Company expects that approximately ~~$63.5~~$82.1 million of estimated pre-tax gains will be reclassified from accumulated other comprehensive income into interest expense within the next twelve months.

Refer to Note 109 – Fair Value of Financial Instruments for information on the fair value of the Company’s interest rate cap contract and its balance sheet classification.

~~10.~~

Table of Contents

9. Fair Value of Financial Instruments

Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement:

•Level 1 – inputs are based upon quoted prices for identical instruments in active markets.

•Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data.

•Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the instrument.

The Company’s interest rate cap contract is recorded at its fair value in the condensed consolidated balance sheets on a recurring basis. The fair value of the interest rate cap contract is based upon a model-derived valuation using observable market inputs, such as interest rates and interest rate volatility, and the strike price.

Financial Instrument Balance Sheet Classification Level December 31, 2021 September 30, 2022
Asset: (in thousands)
Interest rate cap contract, current portion Other current assets Level 2 $ — $ 63,192
Interest rate cap contract, non-current portion Other assets Level 2 18,055 59,993
Liability:
Interest rate cap contract, current portion Accrued other Level 2 $ 330 $ —

~~Table of Contents~~

Financial Instrument

Balance Sheet Classification

Level

December 31, 2022

June 30, 2023

Asset:

(in thousands)

Interest rate cap contract, current portion

Current portion of interest rate cap contract

Level 2

74,857

83,938

Interest rate cap contract, non-current portion

Interest rate cap contract, net of current portion

Level 2

45,200

18,396

The Company does not measure its indebtedness at fair value in its condensed consolidated balance sheets. The fair value of the credit facilities is based on quoted market prices for this debt in the syndicated loan market. The fair value of the senior notes is based on quoted market prices. The carrying value of the Company’s other debt, as disclosed in Note 87 – Long-Term Debt and Notes Payable, approximates fair value.


			December 31, 2021				September 30, 2022						December 31, 2022				June 30, 2023
Financial Instrument	Financial Instrument	Level	Carrying Value		Fair Value		Carrying Value		Fair Value		Financial Instrument	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
			(in thousands)										(in thousands)
6.250% senior notes	6.250% senior notes	Level 2	$	1,238,684	$	1,297,104	$	1,236,376	$	1,150,300	6.250% senior notes	Level 2	$	1,235,607	$	1,163,689	$	1,234,106	$	1,204,175
Credit facilities:	Credit facilities:										Credit facilities:
Revolving facility	Revolving facility	Level 2	160,000		159,400		380,000		378,575		Revolving facility	Level 2	445,000		443,331		345,000		343,706
Term loan	Term loan	Level 2	2,090,090		2,087,661		2,093,231		2,035,075		Term loan	Level 2	2,094,290		2,056,110		2,096,374		2,098,178

The Company’s other financial instruments, which primarily consist of cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value because of the short-term maturities of these instruments.

1614

Table of Contents

~~11.~~10. Segment Information

The Company’s reportable segments consist of the critical illness recovery hospital segment, rehabilitation hospital segment, outpatient rehabilitation segment, and Concentra segment. Other activities include the Company’s corporate shared services, certain investments, and employee leasing services with non-consolidating subsidiaries.

The Company evaluates the performance of its segments based on Adjusted EBITDA. Adjusted EBITDA is defined as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries. The Company has provided additional information regarding its reportable segments, such as total assets, which contributes to the understanding of the Company and provides useful information to the users of the consolidated financial statements.

The following tables summarize selected financial data for the Company’s reportable segments.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
		(in thousands)									(in thousands)
Revenue:	Revenue:									Revenue:
Critical illness recovery hospital	Critical illness recovery hospital	$	530,646	$	524,584	$	1,669,577	$	1,672,247	Critical illness recovery hospital	$	545,908	$	575,091	$	1,147,663	$	1,169,017
Rehabilitation hospital	Rehabilitation hospital	212,434		229,387		632,904		678,908		Rehabilitation hospital	228,887		240,856		449,521		472,318
Outpatient rehabilitation	Outpatient rehabilitation	274,540		284,993		806,910		844,191		Outpatient rehabilitation	287,258		302,972		559,198		598,875
Concentra	Concentra	442,190		444,576		1,321,402		1,309,356		Concentra	441,357		467,079		864,780		923,377
Other	Other	74,411		84,254		213,911		247,380		Other	81,331		88,530		163,126		175,921
Total Company	Total Company	$	1,534,221	$	1,567,794	$	4,644,704	$	4,752,082	Total Company	$	1,584,741	$	1,674,528	$	3,184,288	$	3,339,508
Adjusted EBITDA:	Adjusted EBITDA:									Adjusted EBITDA:
Critical illness recovery hospital	Critical illness recovery hospital	$	57,245	$	11,013	$	243,421	$	66,999	Critical illness recovery hospital	$	20,019	$	65,496	$	55,986	$	142,269
Rehabilitation hospital	Rehabilitation hospital	44,076		49,772		145,378		141,996		Rehabilitation hospital	49,845		54,689		92,224		101,905
Outpatient rehabilitation	Outpatient rehabilitation	38,762		25,715		110,724		85,912		Outpatient rehabilitation	33,601		32,850		60,197		63,049
Concentra(1)		99,832		90,025		318,907		272,101
Concentra										Concentra	92,607		100,391		182,076		194,139
Other(1)	Other(1)	(31,338)		(23,412)		(9,491)		(69,054)		Other(1)	(15,078)		(33,957)		(45,642)		(67,830)
Total Company	Total Company	$	208,577	$	153,113	$	808,939	$	497,954	Total Company	$	180,994	$	219,469	$	344,841	$	433,532
Total assets:	Total assets:									Total assets:
Critical illness recovery hospital	Critical illness recovery hospital	$	2,181,405	$	2,368,968	$	2,181,405	$	2,368,968	Critical illness recovery hospital	$	2,387,516	$	2,492,370	$	2,387,516	$	2,492,370
Rehabilitation hospital	Rehabilitation hospital	1,191,093		1,189,486		1,191,093		1,189,486		Rehabilitation hospital	1,194,739		1,209,737		1,194,739		1,209,737
Outpatient rehabilitation	Outpatient rehabilitation	1,339,452		1,377,010		1,339,452		1,377,010		Outpatient rehabilitation	1,360,600		1,399,782		1,360,600		1,399,782
Concentra	Concentra	2,609,361		2,309,392		2,609,361		2,309,392		Concentra	2,301,296		2,314,328		2,301,296		2,314,328
Other	Other	578,162		310,120		578,162		310,120		Other	307,507		285,652		307,507		285,652
Total Company	Total Company	$	7,899,473	$	7,554,976	$	7,899,473	$	7,554,976	Total Company	$	7,551,658	$	7,701,869	$	7,551,658	$	7,701,869
Purchases of property and equipment:
Purchases of property, equipment, and other assets:										Purchases of property, equipment, and other assets:
Critical illness recovery hospital	Critical illness recovery hospital	$	12,365	$	21,534	$	43,249	$	60,631	Critical illness recovery hospital	$	19,528	$	31,363	$	39,097	$	55,021
Rehabilitation hospital	Rehabilitation hospital	4,366		392		8,288		11,487		Rehabilitation hospital	4,821		1,903		11,095		10,485
Outpatient rehabilitation	Outpatient rehabilitation	9,481		10,098		24,264		28,826		Outpatient rehabilitation	9,314		10,476		18,728		20,408
Concentra	Concentra	11,353		9,074		31,624		28,030		Concentra	8,716		15,846		18,956		30,246
Other	Other	11,379		844		17,961		6,145		Other	3,953		(74)		5,301		2,239
Total Company	Total Company	$	48,944	$	41,942	$	125,386	$	135,119	Total Company	$	46,332	$	59,514	$	93,177	$	118,399

(1) For the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~and 2021,~~ Adjusted EBITDA ~~includes~~included other operating income of $15.1 million. The other operating income is related to the recognition of payments received under the Provider Relief Fund for health care related expenses and loss of revenue attributable to ~~the coronavirus disease 2019 (“COVID-19”).~~COVID-19.

~~Adjusted EBITDA for the Concentra segment includes $1.6 million and $33.8 million of this income for the three and nine months ended September 30, 2021, respectively.~~

Adjusted EBITDA for the Company’s other activities includes $0.1 million and $8.1 million of this income for the three months ended September 30, 2021 and 2022, respectively, and $82.0 million and $23.2 million for the nine months ended September 30, 2021 and 2022, respectively.

1715

Table of Contents

A reconciliation of Adjusted EBITDA to income before income taxes is as follows:


		Three Months Ended September 30, 2021													Three Months Ended June 30, 2022
		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
		(in thousands)													(in thousands)
Adjusted EBITDA	Adjusted EBITDA	$	57,245	$	44,076	$	38,762	$	99,832	$	(31,338)			Adjusted EBITDA	$	20,019	$	49,845	$	33,601	$	92,607	$	(15,078)
Depreciation and amortization	Depreciation and amortization	(12,972)		(6,869)		(7,319)		(20,419)		(2,549)				Depreciation and amortization	(14,603)		(7,175)		(8,130)		(18,730)		(2,443)
Stock compensation expense	Stock compensation expense	—		—		—		(535)		(7,659)				Stock compensation expense	—		—		—		(536)		(8,410)
Income (loss) from operations	Income (loss) from operations	$	44,273	$	37,207	$	31,443	$	78,878	$	(41,546)	$	150,255	Income (loss) from operations	$	5,416	$	42,670	$	25,471	$	73,341	$	(25,931)	$	120,967

Equity in earnings of unconsolidated subsidiaries	Equity in earnings of unconsolidated subsidiaries											11,452		Equity in earnings of unconsolidated subsidiaries											6,167

Interest expense	Interest expense											(33,825)		Interest expense											(41,052)
Income before income taxes	Income before income taxes											$	127,882	Income before income taxes											$	86,082


		Three Months Ended September 30, 2022													Three Months Ended June 30, 2023
		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
		(in thousands)													(in thousands)
Adjusted EBITDA	Adjusted EBITDA	$	11,013	$	49,772	$	25,715	$	90,025	$	(23,412)			Adjusted EBITDA	$	65,496	$	54,689	$	32,850	$	100,391	$	(33,957)
Depreciation and amortization	Depreciation and amortization	(16,055)		(6,994)		(8,157)		(17,781)		(2,472)				Depreciation and amortization	(13,886)		(6,887)		(8,779)		(18,283)		(2,104)
Stock compensation expense	Stock compensation expense	—		—		—		(535)		(9,652)				Stock compensation expense	—		—		—		—		(10,326)
Income (loss) from operations	Income (loss) from operations	$	(5,042)	$	42,778	$	17,558	$	71,709	$	(35,536)	$	91,467	Income (loss) from operations	$	51,610	$	47,802	$	24,071	$	82,108	$	(46,387)	$	159,204

Equity in earnings of unconsolidated subsidiaries	Equity in earnings of unconsolidated subsidiaries											8,084		Equity in earnings of unconsolidated subsidiaries											10,501

Interest expense	Interest expense											(45,204)		Interest expense											(48,997)
Income before income taxes	Income before income taxes											$	54,347	Income before income taxes											$	120,708

Nine Months Ended September 30, 2021
Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient
Rehabilitation Concentra Other Total
(in thousands)
Adjusted EBITDA $ 243,421 $ 145,378 $ 110,724 $ 318,907 $ (9,491)
Depreciation and amortization (38,958) (20,868) (21,855) (61,547) (7,474)
Stock compensation expense — — — (1,606) (20,396)
Income (loss) from operations $ 204,463 $ 124,510 $ 88,869 $ 255,754 $ (37,361) $ 636,235
Equity in earnings of unconsolidated subsidiaries 33,180
Interest income 4,749
Interest expense (102,115)
Income before income taxes $ 572,049


		Nine Months Ended September 30, 2022													Six Months Ended June 30, 2022
		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
		(in thousands)													(in thousands)
Adjusted EBITDA	Adjusted EBITDA	$	66,999	$	141,996	$	85,912	$	272,101	$	(69,054)			Adjusted EBITDA	$	55,986	$	92,224	$	60,197	$	182,076	$	(45,642)
Depreciation and amortization	Depreciation and amortization	(45,276)		(20,971)		(24,316)		(55,323)		(7,693)				Depreciation and amortization	(29,221)		(13,977)		(16,159)		(37,542)		(5,221)
Stock compensation expense	Stock compensation expense	—		—		—		(1,606)		(26,350)				Stock compensation expense	—		—		—		(1,071)		(16,698)
Income (loss) from operations	Income (loss) from operations	$	21,723	$	121,025	$	61,596	$	215,172	$	(103,097)	$	316,419	Income (loss) from operations	$	26,765	$	78,247	$	44,038	$	143,463	$	(67,561)	$	224,952

Equity in earnings of unconsolidated subsidiaries	Equity in earnings of unconsolidated subsidiaries											19,648		Equity in earnings of unconsolidated subsidiaries											11,564

Interest expense	Interest expense											(121,770)		Interest expense											(76,566)
Income before income taxes	Income before income taxes											$	214,297	Income before income taxes											$	159,950


	Six Months Ended June 30, 2023
	Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
	(in thousands)
Adjusted EBITDA	$	142,269	$	101,905	$	63,049	$	194,139	$	(67,830)
Depreciation and amortization	(30,523)		(13,775)		(17,236)		(36,593)		(4,237)
Stock compensation expense	—		—		—		(178)		(20,329)
Income (loss) from operations	$	111,746	$	88,130	$	45,813	$	157,368	$	(92,396)	$	310,661

Equity in earnings of unconsolidated subsidiaries											19,057


Interest expense											(97,568)
Income before income taxes											$	232,150

1816

Table of Contents

~~12.~~11. Revenue from Contracts with Customers

The following tables disaggregate the Company’s revenue for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022:~~2023:


		Three Months Ended September 30, 2021													Three Months Ended June 30, 2022
		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
		(in thousands)													(in thousands)
Patient service revenue:	Patient service revenue:													Patient service revenue:
Medicare	Medicare	$	201,337	$	105,512	$	45,779	$	322	$	—	$	352,950	Medicare	$	213,680	$	105,030	$	44,433	$	195	$	—	$	363,338
Non-Medicare	Non-Medicare	324,857		96,326		210,877		440,145		—		1,072,205		Non-Medicare	329,118		113,001		224,957		439,779		—		1,106,855
Total patient services revenues	Total patient services revenues	526,194		201,838		256,656		440,467		—		1,425,155		Total patient services revenues	542,798		218,031		269,390		439,974		—		1,470,193
Other revenue	Other revenue	4,452		10,596		17,884		1,723		74,411		109,066		Other revenue	3,110		10,856		17,868		1,383		81,331		114,548
Total revenue	Total revenue	$	530,646	$	212,434	$	274,540	$	442,190	$	74,411	$	1,534,221	Total revenue	$	545,908	$	228,887	$	287,258	$	441,357	$	81,331	$	1,584,741


		Three Months Ended September 30, 2022													Three Months Ended June 30, 2023
		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
		(in thousands)													(in thousands)
Patient service revenue:	Patient service revenue:													Patient service revenue:
Medicare	Medicare	$	201,558	$	106,584	$	45,193	$	205	$	—	$	353,540	Medicare	$	207,743	$	113,450	$	46,647	$	250	$	—	$	368,090
Non-Medicare	Non-Medicare	320,896		111,509		221,275		443,040		—		1,096,720		Non-Medicare	366,498		115,436		236,246		465,367		—		1,183,547
Total patient services revenues	Total patient services revenues	522,454		218,093		266,468		443,245		—		1,450,260		Total patient services revenues	574,241		228,886		282,893		465,617		—		1,551,637
Other revenue	Other revenue	2,130		11,294		18,525		1,331		84,254		117,534		Other revenue	850		11,970		20,079		1,462		88,530		122,891
Total revenue	Total revenue	$	524,584	$	229,387	$	284,993	$	444,576	$	84,254	$	1,567,794	Total revenue	$	575,091	$	240,856	$	302,972	$	467,079	$	88,530	$	1,674,528


		Nine Months Ended September 30, 2021													Six Months Ended June 30, 2022
		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
		(in thousands)													(in thousands)
Patient service revenue:	Patient service revenue:													Patient service revenue:
Medicare	Medicare	$	634,675	$	311,752	$	127,361	$	847	$	—	$	1,074,635	Medicare	$	432,667	$	208,051	$	86,337	$	372	$	—	$	727,427
Non-Medicare	Non-Medicare	1,026,938		290,111		629,589		1,314,924		—		3,261,562		Non-Medicare	710,104		220,143		439,070		861,825		—		2,231,142
Total patient services revenues	Total patient services revenues	1,661,613		601,863		756,950		1,315,771		—		4,336,197		Total patient services revenues	1,142,771		428,194		525,407		862,197		—		2,958,569
Other revenue	Other revenue	7,964		31,041		49,960		5,631		213,911		308,507		Other revenue	4,892		21,327		33,791		2,583		163,126		225,719
Total revenue	Total revenue	$	1,669,577	$	632,904	$	806,910	$	1,321,402	$	213,911	$	4,644,704	Total revenue	$	1,147,663	$	449,521	$	559,198	$	864,780	$	163,126	$	3,184,288


		Nine Months Ended September 30, 2022													Six Months Ended June 30, 2023
		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
		(in thousands)													(in thousands)
Patient service revenue:	Patient service revenue:													Patient service revenue:
Medicare	Medicare	$	634,225	$	314,635	$	131,530	$	577	$	—	$	1,080,967	Medicare	$	437,126	$	223,505	$	92,448	$	493	$	—	$	753,572
Non-Medicare	Non-Medicare	1,031,000		331,652		660,345		1,304,865		—		3,327,862		Non-Medicare	729,803		225,361		468,231		919,965		—		2,343,360
Total patient services revenues	Total patient services revenues	1,665,225		646,287		791,875		1,305,442		—		4,408,829		Total patient services revenues	1,166,929		448,866		560,679		920,458		—		3,096,932
Other revenue	Other revenue	7,022		32,621		52,316		3,914		247,380		343,253		Other revenue	2,088		23,452		38,196		2,919		175,921		242,576
Total revenue	Total revenue	$	1,672,247	$	678,908	$	844,191	$	1,309,356	$	247,380	$	4,752,082	Total revenue	$	1,169,017	$	472,318	$	598,875	$	923,377	$	175,921	$	3,339,508

1917

Table of Contents

~~13.~~12. Earnings per Share

The Company’s capital structure includes common stock and unvested restricted stock awards. To compute earnings per share (“EPS”), the Company applies the two-class method because the Company’s unvested restricted stock awards are participating securities which are entitled to participate equally with the Company’s common stock in undistributed earnings. Application of the Company’s two-class method is as follows:

(i)Net income attributable to the Company is reduced by the amount of dividends declared and by the contractual amount of dividends that must be paid for the current period for each class of stock. There were no contractual dividends paid for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022.~~2023.

(ii)The remaining undistributed net income of the Company is then equally allocated to its common stock and unvested restricted stock awards, as if all of the earnings for the period had been distributed. The total net income allocated to each security is determined by adding both distributed and undistributed net income for the period.

(iii)The net income allocated to each security is then divided by the weighted average number of outstanding shares for the period to determine the EPS for each security considered in the two-class method.

The following table sets forth the net income attributable to the Company, its common shares outstanding, and its participating securities outstanding.


		Basic and Diluted EPS				Basic and Diluted EPS					Basic and Diluted EPS
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
		(in thousands)									(in thousands)
Net income	Net income	$	100,217	$	38,126	$	433,639	$	160,314	Net income	$	66,262	$	91,860	$	122,188	$	177,117
Less: net income attributable to non-controlling interests	Less: net income attributable to non-controlling interests	23,289		10,960		81,271		28,824		Less: net income attributable to non-controlling interests	11,055		13,623		17,864		28,075
Net income attributable to the Company	Net income attributable to the Company	76,928		27,166		352,368		131,490		Net income attributable to the Company	55,207		78,237		104,324		149,042
Less: Distributed and undistributed income attributable to participating securities	Less: Distributed and undistributed income attributable to participating securities	2,550		992		11,781		4,588		Less: Distributed and undistributed income attributable to participating securities	1,920		2,877		3,558		5,449
Distributed and undistributed income attributable to common shares	Distributed and undistributed income attributable to common shares	$	74,378	$	26,174	$	340,587	$	126,902	Distributed and undistributed income attributable to common shares	$	53,287	$	75,360	$	100,766	$	143,593

The following tables set forth the computation of EPS under the two-class method:


		Three Months Ended September 30,											Three Months Ended June 30,
		2021					2022						2022					2023
		Net Income Allocation		Shares(1)	Basic and Diluted EPS		Net Income Allocation		Shares(1)	Basic and Diluted EPS			Net Income Allocation		Shares(1)	Basic and Diluted EPS		Net Income Allocation		Shares(1)	Basic and Diluted EPS
		(in thousands, except for per share amounts)											(in thousands, except for per share amounts)
Common shares	Common shares	$	74,378	130,594	$	0.57	$	26,174	122,193	$	0.21	Common shares	$	53,287	124,897	$	0.43	$	75,360	122,634	$	0.61
Participating securities	Participating securities	2,550		4,477	$	0.57	992		4,631	$	0.21	Participating securities	1,920		4,500	$	0.43	2,877		4,681	$	0.61
Total Company	Total Company	$	76,928				$	27,166				Total Company	$	55,207				$	78,237


		Nine Months Ended September 30,											Six Months Ended June 30,
		2021					2022						2022					2023
		Net Income Allocation		Shares(1)	Basic and Diluted EPS		Net Income Allocation		Shares(1)	Basic and Diluted EPS			Net Income Allocation		Shares(1)	Basic and Diluted EPS		Net Income Allocation		Shares(1)	Basic and Diluted EPS
		(in thousands, except for per share amounts)											(in thousands, except for per share amounts)
Common shares	Common shares	$	340,587	130,441	$	2.61	$	126,902	125,341	$	1.01	Common shares	$	100,766	126,942	$	0.79	$	143,593	122,594	$	1.17
Participating securities	Participating securities	11,781		4,512	$	2.61	4,588		4,532	$	1.01	Participating securities	3,558		4,482	$	0.79	5,449		4,652	$	1.17
Total Company	Total Company	$	352,368				$	131,490				Total Company	$	104,324				$	149,042

_______________________________________________________________________________

(1) Represents the weighted average share count outstanding during the period.

2018

Table of Contents

~~14.~~13. Commitments and Contingencies

Litigation

The Company is a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of its business. The Company cannot predict the ultimate outcome of pending litigation, proceedings, and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines, and other penalties. The Department of Justice, Centers for Medicare & Medicaid Services (“CMS”), or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future that may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations, and liquidity.

To address claims arising out of the Company’s operations, the Company maintains professional malpractice liability insurance and general liability insurance coverages through a number of different programs that are dependent upon such factors as the state where the Company is operating and whether the operations are wholly owned or are operated through a joint venture. For the Company’s wholly owned hospital and outpatient clinic operations, the Company currently maintains insurance coverages under a combination of policies with a total annual aggregate limit of up to $37.0 million for professional malpractice liability insurance and $40.0 million for general liability insurance. For the Company’s Concentra center operations, the Company currently maintains insurance coverages under a combination of policies with a total annual aggregate limit of up to $19.0 million for professional malpractice liability insurance and $19.0 million for general liability insurance. The Company’s insurance for the professional liability coverage is written on a “claims-made” basis, and its commercial general liability coverage is maintained on an “occurrence” basis. These coverages apply after a self-insured retention limit is exceeded. For the Company’s joint venture operations, the Company has designed a separate insurance program that responds to the risks of specific joint ventures. Most of the Company’s joint ventures are insured under a master program with an annual aggregate limit of up to $80.0 million, subject to a sublimit aggregate ranging from $23.0 million to $33.0 ~~million for most joint ventures.~~million. The policies are generally written on a “claims-made” basis. Each of these programs has either a deductible or self-insured retention limit. The Company also maintains additional types of liability insurance covering claims, ~~which,~~that due to their nature or amount, are not covered by or not fully covered by the Company’s professional and general liability insurance policies. These insurance policies also do not generally cover punitive damages and are subject to various deductibles and policy limits. The Company reviews its insurance program annually and may make adjustments to the amount of insurance coverage and self-insured retentions in future years. Significant legal actions, as well as the cost and possible lack of available insurance, could subject the Company to substantial uninsured liabilities. In the Company’s opinion, the outcome of these actions, individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations, or cash flows.

Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act. Qui tam lawsuits typically remain under seal (hence, usually unknown to the defendant) for some time while the government decides whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation. These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully bring the suits. The Company is and has been a defendant in these cases in the past, and may be named as a defendant in similar cases from time to time in the future.

Oklahoma City Subpoena. On August 24, 2020, the Company and Select Specialty Hospital – Oklahoma City, Inc. (“SSH–Oklahoma City”) received Civil Investigative Demands (“CIDs”) from the U.S. Attorney’s Office for the Western District of Oklahoma seeking responses to interrogatories and the production of various documents principally relating to the documentation, billing and reviews of medical services furnished to patients at SSH-Oklahoma City. The ~~government’s~~Company understands that the investigation ~~appears to be focused on respiratory therapy services and billings. The Company does not know whether the subpoena has been issued in connection with~~arose from a qui tam lawsuit ~~or in connection with possible civil, criminal or administrative proceedings by the government.~~alleging billing fraud related to charges for respiratory therapy services at SSH-Oklahoma City and Select Specialty Hospital - Wichita, Inc. The Company ~~is producing~~has produced documents in response to the ~~subpoena~~CIDs and is fully cooperating with this investigation. At this time, the Company is unable to predict the timing and outcome of this matter.

Table of Contents

Physical Therapy ~~Billing~~Billing. . On October 7, 2021, the Company received a letter from a Trial Attorney at the U.S. Department of Justice, Civil Division, Commercial Litigation Branch, Fraud Section (“DOJ”) stating that the DOJ, in conjunction with the U.S. Department of ~~health~~Health and Human Services (“HHS”), is investigating the Company in connection with potential violations of the False Claims Act, 31 U.S.C. § 3729, et seq. The letter specified that the investigation relates to the Company’s billing for physical therapy services, and indicated that the DOJ would be requesting certain records from the Company. In ~~October and December~~ 2021, the DOJ requested, and the Company furnished, records relating to six of the Company’s outpatient therapy clinics in Florida. In ~~May and July~~ 2022, the DOJ requested certain data relating to all of the Company’s outpatient therapy clinics nationwide, and sought information about the Company’s ability to produce additional data relating to the physical therapy services furnished by the ~~Company~~Company’s outpatient therapy clinics and Concentra. The Company has produced data and other documents requested by the DOJ and is fully cooperating ~~with the DOJ~~ on this investigation. At this time, the Company is unable to predict the timing and outcome of this matter.

~~Table of Contents~~

~~15.~~14. Subsequent ~~Event~~Events

On ~~November~~August 2, ~~2022,~~2023, the Company’s ~~board~~Board of ~~directors~~Directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about ~~November 29, 2022,~~September 1, 2023, to stockholders of record as of the close of business on ~~November 16, 2022.~~August 15, 2023.

2220

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion together with our unaudited condensed consolidated financial statements and accompanying notes.

Forward-Looking Statements

This report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “target,” “estimate,” “project,” “intend,” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, including the potential impact of the COVID-19 pandemic on those financial and operating results, our business strategy and means to implement our strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs, and sources of liquidity.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding our services, the expansion of our services, competitive conditions, and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

•~~developments related~~adverse economic conditions including an inflationary environment could cause us to continue to experience increases in the prices of labor and other costs of doing business resulting in a negative impact on our business, operating results, cash flows, and financial condition;

•shortages in qualified nurses, therapists, physicians, or other licensed providers, and/or the inability to attract or retain qualified healthcare professionals could limit our ability to staff our facilities;

•shortages in qualified health professionals could cause us to increase our dependence on contract labor, increase our efforts to recruit and train new employees, and expand upon our initiatives to retain existing staff, which could increase our operating costs significantly;

•the continuing effects of the COVID-19 pandemic including, but not limited to, the ~~duration~~prolonged disruption to the global financial markets, increased operational costs due to recessionary pressures and ~~severity of the pandemic,~~labor costs, additional measures taken by government authorities and the private sector to limit the spread of COVID-19, and further legislative and regulatory actions which impact healthcare providers, including actions that may impact the Medicare program;

•an inflationary environment could cause us to experience increases in the prices of labor and other costs of doing business resulting in a negative impact on our business, operating results, cash flows, and financial condition;

•changes in government reimbursement for our services and/or new payment policies may result in a reduction in revenue, an increase in costs, and a reduction in profitability;

•the failure of our Medicare-certified long term care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our revenue and profitability to decline;

•the failure of our Medicare-certified long term care hospitals and inpatient rehabilitation facilitiesoperated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our revenue and profitability to decline;

•a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;

•acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources, or expose us to unforeseen liabilities;

•our plans and expectations related to our acquisitions and our ability to realize anticipated synergies;

•private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;

•the failure to maintain established relationships with the physicians in the areas we serve could reduce our revenue and profitability;

•~~shortages in qualified nurses, therapists, physicians, or other licensed providers, or the inability to attract or retain healthcare professionals due to the heightened risk~~Table of ~~infection related to the COVID-19 pandemic, could increase our operating costs significantly or limit our ability to staff our facilities;~~Contents

•competition may limit our ability to grow and result in a decrease in our revenue 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;

~~Table of Contents~~

•a security breach of our or our third-party vendors’ information technology systems may subject us to potential legal and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act; and

•other factors discussed from time to time in our filings with the SEC, including factors discussed under the heading “Risk Factors” in our quarterly reports on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, ~~2021, and in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2022, as such risk factors may be updated from time to time in our periodic filings with the SEC.~~2022.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to securities analysts any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any securities analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of the Company.

Overview

We began operations in 1997 and, based on number of facilities, are one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States. As of ~~September~~June 30, ~~2022,~~2023, we had operations in 46 states and the District of Columbia. We operated ~~105~~108 critical illness recovery hospitals in 28 states, 3132 rehabilitation hospitals in 12 states, ~~and 1,933~~1,944 outpatient rehabilitation clinics in 39 states and the District of ~~Columbia. Concentra operated 519~~Columbia, 540 occupational health centers in 41 states, ~~as of September 30, 2022. Concentra also provides contract services~~and 141 onsite clinics at employer worksites.

Our reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, the outpatient rehabilitation segment, and the Concentra segment. We had revenue of ~~$4,752.1~~$3,339.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. Of this total, we earned approximately 35% of our revenue from our critical illness recovery hospital segment, approximately 14% from our rehabilitation hospital segment, approximately 18% from our outpatient rehabilitation segment, and approximately 28% from our Concentra segment. Our critical illness recovery hospital segment consists of hospitals designed to serve the needs of patients recovering from critical illnesses, often with complex medical needs, and our rehabilitation hospital segment consists of hospitals designed to serve patients that require intensive physical rehabilitation care. Patients are typically admitted to our critical illness recovery hospitals and rehabilitation hospitals from general acute care hospitals. Our outpatient rehabilitation segment consists of clinics that provide physical, occupational, and speech rehabilitation services. Our Concentra segment consists of occupational health centers that provide workers’ compensation injury care, physical therapy, and consumer health services as well as onsite clinics located at employer worksites that deliver occupational medicine services.

2422

Table of Contents

Non-GAAP Measure

We believe that the presentation of Adjusted EBITDA, as defined below, 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 our segments. Adjusted EBITDA is not a measure of financial performance under GAAP. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, income from operations, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying definitions, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.

We define Adjusted EBITDA as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries. We will refer to Adjusted EBITDA throughout the remainder of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following table reconciles net income and income from operations to Adjusted EBITDA and should be referenced when we discuss Adjusted EBITDA:

Three Months Ended September 30, Nine Months Ended September 30,
2021 2022 2021 2022
(in thousands)
Net income $ 100,217 $ 38,126 $ 433,639 $ 160,314
Income tax expense 27,665 16,221 138,410 53,983
Interest expense 33,825 45,204 102,115 121,770
Interest income — — (4,749) —
Equity in earnings of unconsolidated subsidiaries (11,452) (8,084) (33,180) (19,648)
Income from operations 150,255 91,467 636,235 316,419
Stock compensation expense:
Included in general and administrative 6,457 8,000 17,537 21,995
Included in cost of services 1,737 2,187 4,465 5,961
Depreciation and amortization 50,128 51,459 150,702 153,579
Adjusted EBITDA $ 208,577 $ 153,113 $ 808,939 $ 497,954

~~Table of Contents~~

~~Effects of the COVID-19 Pandemic on our Results of Operations~~

We have provided revenue and certain operating statistics below for each of our segments for the three and nine months ended September 30, 2022 and 2021, as well as the comparable pre-COVID-19 pandemic period in 2019. We believe this additional data provides insight into how each segment has performed in comparison to the year prior to the widespread emergence of COVID-19 in the United States. The effects of changes in the business environment following the COVID-19 pandemic, including the duration and extent of disruption on our operations, continues to create uncertainties about our future operating results and financial condition. Please refer to the risk factors in Item 1A and the section titled “~~Effects of the COVID-19 Pandemic on our Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 for further discussion.~~

Critical Illness Recovery Hospital
Revenue Patient Days Occupancy Rate
Number of Hospitals(1)
2019 2021 2022 2019 2021 2022 2019 2021 2022 2019 2021 2022
(in thousands)
Three Months Ended March 31 $ 457,534 $ 594,872 $ 601,755 258,129 293,118 289,217 71 % 75 % 71 % 96 99 105
Three Months Ended June 30 461,143 544,059 545,908 262,860 272,981 273,133 69 % 69 % 67 % 99 99 105
Three Months Ended September 30 462,892 530,646 524,584 258,089 272,454 278,137 67 % 68 % 67 % 99 100 105
Nine Months Ended September 30 $ 1,381,569 $ 1,669,577 $ 1,672,247 779,078 838,553 840,487 69 % 70 % 68 % 99 100 105

Rehabilitation Hospital
Revenue Patient Days Occupancy Rate
Number of Hospitals(1)
2019 2021 2022 2019 2021 2022 2019 2021 2022 2019 2021 2022
(in thousands)
Three Months Ended March 31 $ 154,558 $ 207,804 $ 220,634 82,816 102,439 103,802 76 % 84 % 84 % 18 20 20
Three Months Ended June 30 160,374 212,666 228,887 86,525 104,948 108,812 75 % 85 % 86 % 19 20 20
Three Months Ended September 30 173,369 212,434 229,387 89,454 102,953 109,076 75 % 82 % 85 % 19 20 20
Nine Months Ended September 30 $ 488,301 $ 632,904 $ 678,908 258,795 310,340 321,690 75 % 84 % 85 % 19 20 20

Outpatient Rehabilitation
Revenue Visits
Working Days(2)
2019 2021 2022 2019 2021 2022 2019 2021 2022
(in thousands)
Three Months Ended March 31 $ 246,905 $ 251,961 $ 271,940 2,054,483 2,100,154 2,310,086 63 63 64
Three Months Ended June 30 261,891 280,409 287,258 2,203,505 2,404,861 2,450,912 64 64 64
Three Months Ended September 30 265,330 274,540 284,993 2,204,328 2,347,070 2,404,868 64 64 64
Nine Months Ended September 30 $ 774,126 $ 806,910 $ 844,191 6,462,316 6,852,085 7,165,866 191 191 192

Concentra
Revenue Visits
Working Days(2)
2019 2021 2022 2019 2021 2022 2019 2021 2022
(in thousands)
Three Months Ended March 31 $ 396,321 $ 422,840 $ 423,423 2,911,607 2,795,574 3,116,898 63 63 64
Three Months Ended June 30 413,451 456,372 441,357 3,103,089 3,030,078 3,214,512 64 64 64
Three Months Ended September 30 421,900 442,190 444,576 3,150,903 3,223,631 3,273,031 64 64 64
Nine Months Ended September 30 $ 1,231,672 $ 1,321,402 $ 1,309,356 9,165,599 9,049,283 9,604,441 191 191 192

~~Table of Contents~~

(1) Represents the number of hospitals included in our consolidated financial results at the end of each period presented and does not include the managed hospitals in which we have a minority ownership interest.

~~(2) Represents the number of days in which normal business operations were conducted during the periods presented.~~

~~Please refer to “Summary Financial Results” and “Results of Operations” for further discussion of our segment performance measures for the three and nine months ended September 30, 2021 and 2022. Please refer to “Operating Statistic~~s” for further discussion regarding the uses and calculations of the metrics provided above, as well as the operating statistics data for each segment for the three and nine months ended September 30, 2021 and 2022.


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
	(in thousands)
Net income	$	66,262	$	91,860	$	122,188	$	177,117
Income tax expense	19,820		28,848		37,762		55,033
Interest expense	41,052		48,997		76,566		97,568


Equity in earnings of unconsolidated subsidiaries	(6,167)		(10,501)		(11,564)		(19,057)

Income from operations	120,967		159,204		224,952		310,661
Stock compensation expense:
Included in general and administrative	7,046		8,553		13,995		16,958
Included in cost of services	1,900		1,773		3,774		3,549
Depreciation and amortization	51,081		49,939		102,120		102,364
Adjusted EBITDA	$	180,994	$	219,469	$	344,841	$	433,532

Other Significant Events

Dividend ~~Payments~~Payment

On February ~~17, 2022,~~16, 2023, and May ~~5, 2022, and August 2, 2022,~~3, 2023, our ~~board~~Board of ~~directors~~Directors declared a cash dividend of $0.125 per share. On both March ~~16, 2022, June 1, 2022,~~15, 2023, and ~~September 2, 2022,~~May 31, 2023, cash dividends for both dividend payments totaling ~~$16.7 million, $16.1 million, and~~ $15.9 million ~~respectively,~~ were paid.

Financing Transaction

Table of Contents

Summary Financial Results

Three Months Ended ~~September~~June 30, ~~2022~~2023

The following tables reconcile our segment performance measures to our consolidated operating results:


		Three Months Ended September 30, 2022																		Three Months Ended June 30, 2023
		Critical Illness Recovery Hospital			Rehabilitation Hospital			Outpatient Rehabilitation			Concentra			Other		Total				Critical Illness Recovery Hospital			Rehabilitation Hospital			Outpatient Rehabilitation			Concentra			Other		Total
		(in thousands)																		(in thousands)
Revenue	Revenue	$	524,584		$	229,387		$	284,993		$	444,576		$	84,254	$	1,567,794		Revenue	$	575,091		$	240,856		$	302,972		$	467,079		$	88,530	$	1,674,528
Operating expenses	Operating expenses	(513,691)			(179,856)			(259,278)			(355,086)			(125,397)		(1,433,308)			Operating expenses	(509,595)			(186,503)			(270,361)			(366,839)			(132,813)		(1,466,111)
Depreciation and amortization	Depreciation and amortization	(16,055)			(6,994)			(8,157)			(17,781)			(2,472)		(51,459)			Depreciation and amortization	(13,886)			(6,887)			(8,779)			(18,283)			(2,104)		(49,939)
Other operating income	Other operating income	120			241			—			—			8,079		8,440			Other operating income	—			336			239			151			—		726
Income (loss) from operations	Income (loss) from operations	$	(5,042)		$	42,778		$	17,558		$	71,709		$	(35,536)	$	91,467		Income (loss) from operations	$	51,610		$	47,802		$	24,071		$	82,108		$	(46,387)	$	159,204
Depreciation and amortization	Depreciation and amortization	16,055			6,994			8,157			17,781			2,472		51,459			Depreciation and amortization	13,886			6,887			8,779			18,283			2,104		49,939
Stock compensation expense	Stock compensation expense	—			—			—			535			9,652		10,187			Stock compensation expense	—			—			—			—			10,326		10,326
Adjusted EBITDA	Adjusted EBITDA	$	11,013		$	49,772		$	25,715		$	90,025		$	(23,412)	$	153,113		Adjusted EBITDA	$	65,496		$	54,689		$	32,850		$	100,391		$	(33,957)	$	219,469
Adjusted EBITDA margin	Adjusted EBITDA margin	2.1		%	21.7		%	9.0		%	20.2		%	N/M		9.8		%	Adjusted EBITDA margin	11.4		%	22.7		%	10.8		%	21.5		%	N/M		13.1		%


		Three Months Ended September 30, 2021																		Three Months Ended June 30, 2022
		Critical Illness Recovery Hospital			Rehabilitation Hospital			Outpatient Rehabilitation			Concentra			Other		Total				Critical Illness Recovery Hospital			Rehabilitation Hospital			Outpatient Rehabilitation			Concentra			Other		Total
		(in thousands)																		(in thousands)
Revenue	Revenue	$	530,646		$	212,434		$	274,540		$	442,190		$	74,411	$	1,534,221		Revenue	$	545,908		$	228,887		$	287,258		$	441,357		$	81,331	$	1,584,741
Operating expenses	Operating expenses	(473,401)			(168,358)			(235,778)			(344,529)			(113,501)		(1,335,567)			Operating expenses	(525,889)			(179,042)			(253,657)			(349,267)			(119,963)		(1,427,818)
Depreciation and amortization	Depreciation and amortization	(12,972)			(6,869)			(7,319)			(20,419)			(2,549)		(50,128)			Depreciation and amortization	(14,603)			(7,175)			(8,130)			(18,730)			(2,443)		(51,081)
Other operating income		—			—			—			1,636			93		1,729
Other operating income (expense)																			Other operating income (expense)	—			—			—			(19)			15,144		15,125
Income (loss) from operations	Income (loss) from operations	$	44,273		$	37,207		$	31,443		$	78,878		$	(41,546)	$	150,255		Income (loss) from operations	$	5,416		$	42,670		$	25,471		$	73,341		$	(25,931)	$	120,967
Depreciation and amortization	Depreciation and amortization	12,972			6,869			7,319			20,419			2,549		50,128			Depreciation and amortization	14,603			7,175			8,130			18,730			2,443		51,081
Stock compensation expense	Stock compensation expense	—			—			—			535			7,659		8,194			Stock compensation expense	—			—			—			536			8,410		8,946
Adjusted EBITDA	Adjusted EBITDA	$	57,245		$	44,076		$	38,762		$	99,832		$	(31,338)	$	208,577		Adjusted EBITDA	$	20,019		$	49,845		$	33,601		$	92,607		$	(15,078)	$	180,994
Adjusted EBITDA margin	Adjusted EBITDA margin	10.8		%	20.7		%	14.1		%	22.6		%	N/M		13.6		%	Adjusted EBITDA margin	3.7		%	21.8		%	11.7		%	21.0		%	N/M		11.4		%

Net income was ~~$38.1~~$91.9 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$100.2~~$66.3 million for the three months ended ~~September~~June 30, ~~2021.~~2022.

The following table summarizes changes in segment performance measures for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the three months ended ~~September~~June 30, ~~2021:~~2022:


		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
Change in revenue	Change in revenue	(1.1)	%	8.0	%	3.8	%	0.5	%	13.2	%	2.2	%	Change in revenue	5.3	%	5.2	%	5.5	%	5.8	%	8.9	%	5.7	%
Change in income from operations	Change in income from operations	(111.4)	%	15.0	%	(44.2)	%	(9.1)	%	N/M		(39.1)	%	Change in income from operations	852.9	%	12.0	%	(5.5)	%	12.0	%	N/M		31.6	%
Change in Adjusted EBITDA	Change in Adjusted EBITDA	(80.8)	%	12.9	%	(33.7)	%	(9.8)	%	N/M		(26.6)	%	Change in Adjusted EBITDA	227.2	%	9.7	%	(2.2)	%	8.4	%	N/M		21.3	%

_______________________________________________________________________________

N/M — Not meaningful.

2824

Table of Contents

~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023

The following tables reconcile our segment performance measures to our consolidated operating results:


		Nine Months Ended September 30, 2022																		Six Months Ended June 30, 2023
		Critical Illness Recovery Hospital			Rehabilitation Hospital			Outpatient Rehabilitation			Concentra			Other		Total				Critical Illness Recovery Hospital			Rehabilitation Hospital			Outpatient Rehabilitation			Concentra			Other		Total
		(in thousands)																		(in thousands)
Revenue	Revenue	$	1,672,247		$	678,908		$	844,191		$	1,309,356		$	247,380	$	4,752,082		Revenue	$	1,169,017		$	472,318		$	598,875		$	923,377		$	175,921	$	3,339,508
Operating expenses	Operating expenses	(1,605,368)			(537,153)			(758,279)			(1,038,842)			(366,007)		(4,305,649)			Operating expenses	(1,026,748)			(370,749)			(536,065)			(729,567)			(264,080)		(2,927,209)
Depreciation and amortization	Depreciation and amortization	(45,276)			(20,971)			(24,316)			(55,323)			(7,693)		(153,579)			Depreciation and amortization	(30,523)			(13,775)			(17,236)			(36,593)			(4,237)		(102,364)
Other operating income (expense)		120			241			—			(19)			23,223		23,565
Other operating income																			Other operating income	—			336			239			151			—		726
Income (loss) from operations	Income (loss) from operations	$	21,723		$	121,025		$	61,596		$	215,172		$	(103,097)	$	316,419		Income (loss) from operations	$	111,746		$	88,130		$	45,813		$	157,368		$	(92,396)	$	310,661
Depreciation and amortization	Depreciation and amortization	45,276			20,971			24,316			55,323			7,693		153,579			Depreciation and amortization	30,523			13,775			17,236			36,593			4,237		102,364
Stock compensation expense	Stock compensation expense	—			—			—			1,606			26,350		27,956			Stock compensation expense	—			—			—			178			20,329		20,507
Adjusted EBITDA	Adjusted EBITDA	$	66,999		$	141,996		$	85,912		$	272,101		$	(69,054)	$	497,954		Adjusted EBITDA	$	142,269		$	101,905		$	63,049		$	194,139		$	(67,830)	$	433,532
Adjusted EBITDA margin	Adjusted EBITDA margin	4.0		%	20.9		%	10.2		%	20.8		%	N/M		10.5		%	Adjusted EBITDA margin	12.2		%	21.6		%	10.5		%	21.0		%	N/M		13.0		%


		Nine Months Ended September 30, 2021																		Six Months Ended June 30, 2022
		Critical Illness Recovery Hospital			Rehabilitation Hospital			Outpatient Rehabilitation			Concentra			Other		Total				Critical Illness Recovery Hospital			Rehabilitation Hospital			Outpatient Rehabilitation			Concentra			Other		Total
		(in thousands)																		(in thousands)
Revenue	Revenue	$	1,669,577		$	632,904		$	806,910		$	1,321,402		$	213,911	$	4,644,704		Revenue	$	1,147,663		$	449,521		$	559,198		$	864,780		$	163,126	$	3,184,288
Operating expenses	Operating expenses	(1,444,043)			(487,526)			(696,186)			(1,038,053)			(325,796)		(3,991,604)			Operating expenses	(1,091,677)			(357,297)			(499,001)			(683,756)			(240,610)		(2,872,341)
Depreciation and amortization	Depreciation and amortization	(38,958)			(20,868)			(21,855)			(61,547)			(7,474)		(150,702)			Depreciation and amortization	(29,221)			(13,977)			(16,159)			(37,542)			(5,221)		(102,120)
Other operating income		17,887			—			—			33,952			81,998		133,837
Other operating income (expense)																			Other operating income (expense)	—			—			—			(19)			15,144		15,125
Income (loss) from operations	Income (loss) from operations	$	204,463		$	124,510		$	88,869		$	255,754		$	(37,361)	$	636,235		Income (loss) from operations	$	26,765		$	78,247		$	44,038		$	143,463		$	(67,561)	$	224,952
Depreciation and amortization	Depreciation and amortization	38,958			20,868			21,855			61,547			7,474		150,702			Depreciation and amortization	29,221			13,977			16,159			37,542			5,221		102,120
Stock compensation expense	Stock compensation expense	—			—			—			1,606			20,396		22,002			Stock compensation expense	—			—			—			1,071			16,698		17,769
Adjusted EBITDA	Adjusted EBITDA	$	243,421		$	145,378		$	110,724		$	318,907		$	(9,491)	$	808,939		Adjusted EBITDA	$	55,986		$	92,224		$	60,197		$	182,076		$	(45,642)	$	344,841
Adjusted EBITDA margin	Adjusted EBITDA margin	14.6		%	23.0		%	13.7		%	24.1		%	N/M		17.4		%	Adjusted EBITDA margin	4.9		%	20.5		%	10.8		%	21.1		%	N/M		10.8		%

Net income was ~~$160.3~~$177.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$433.6~~$122.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

The following table summarizes the changes in our segment performance measures for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:


		Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total			Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Other		Total
Change in revenue	Change in revenue	0.2	%	7.3	%	4.6	%	(0.9)	%	15.6	%	2.3	%	Change in revenue	1.9	%	5.1	%	7.1	%	6.8	%	7.8	%	4.9	%
Change in income from operations	Change in income from operations	(89.4)	%	(2.8)	%	(30.7)	%	(15.9)	%	N/M		(50.3)	%	Change in income from operations	317.5	%	12.6	%	4.0	%	9.7	%	N/M		38.1	%
Change in Adjusted EBITDA	Change in Adjusted EBITDA	(72.5)	%	(2.3)	%	(22.4)	%	(14.7)	%	N/M		(38.4)	%	Change in Adjusted EBITDA	154.1	%	10.5	%	4.7	%	6.6	%	N/M		25.7	%

_______________________________________________________________________________

N/M — Not meaningful.

2925

Table of Contents

Regulatory Changes

Our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, filed with the SEC on February ~~24, 2022,~~23, 2023, contains a detailed discussion of the regulations that affect our business in Part I — Business — Government Regulations. The following is a discussion of some of the more significant healthcare regulatory changes that have affected our financial performance in the periods covered by this report, or are likely to affect our financial performance and financial condition in the future. The information below should be read in conjunction with the more detailed discussion of regulations contained in our Form 10-K.

Medicare Reimbursement

The Medicare program reimburses healthcare providers for services furnished to Medicare beneficiaries, which are generally persons age 65 and older, those who are chronically disabled, and those suffering from end stage renal disease. The program is governed by the Social Security Act of 1965 and is administered primarily by the Department of Health and Human Services (“HHS”) and CMS. Revenue generated directly from the Medicare program represented approximately 23% of our revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, and for the year ended December 31, ~~2021.~~2022.

Federal Health Care Program Changes in Response to the COVID-19 Pandemic

On January 31, 2020, HHS declared a public health emergency under section 319 of the Public Health Service Act, 42 U.S.C. § 247d, in response to the COVID-19 outbreak in the United States. The HHS Secretary renewed the public health emergency determination for subsequent 90-day periods ~~effective~~until February 9, 2023. On February 9, 2023, the HHS Secretary signed the final renewal and the public health emergency ended on ~~April 26, 2020, July 25, 2020, October 23, 2020, January 21, 2021, April 21, 2021, July 20, 2021, October 18, 2021, January 16, 2022, April 16, 2022, July 15, 2022, and October 13, 2022. On~~May 11, 2023. The COVID-19 national emergency that was declared by President Trump on March 13, 2020, ~~President Trump declared~~which was separate from the public health emergency, ended on April 10, 2023 when H.R.J. Res. 7 was signed into law.

As a ~~national emergency due to~~result of the COVID-19 ~~pandemic and~~national emergency, the HHS Secretary authorized the waiver or modification of certain requirements under Medicare, Medicaid, and the Children’s Health Insurance Program (“CHIP”) pursuant to section 1135 of the Social Security Act. Under this authority, CMS issued a number of blanket waivers that ~~excuse~~excused health care providers or suppliers from specific program requirements. ~~The following blanket waivers, while~~Our Annual Report on Form 10-K for the year ended December 31, 2022 contains a detailed discussion of the federal health care program changes made in ~~effect, may impact our results of operations:~~

i.~~Inpatient rehabilitation facilities (“IRFs”), IRF units, and hospitals and units applying to be classified as IRFs, can exclude patients admitted solely to respond~~response to the ~~emergency from~~COVID-19 pandemic, including these COVID-19 waivers, in Part II — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Changes. Most of these COVID-19 waivers, including the ~~calculation~~waiver of the ~~“60 percent rule” thresholds~~IRF 60% Rule and the waiver of Medicare statutory requirements regarding site neutral payments to ~~receive payment as an IRF.~~

~~ii.Long-term~~long-term care hospitals (“LTCHs”), ended when the public health emergency expired on May 11, 2023. However, LTCHs are exempt from the greater-than-25-day average length of stay requirement for all cost reporting periods that include the COVID-19 public health emergency period. ~~Hospitals seeking~~As a result, LTCH ~~classification can exclude patient stays from~~cost reporting periods that started prior to May 11, 2023 will continue to be exempt for the remainder of that cost reporting year. However, LTCH cost reporting periods that begin on or after May 11, 2023 must comply with the greater-than-25-day average length of stay ~~requirement where the patient was admitted or discharged to meet the demands of the COVID-19 public health emergency.~~

~~iii.~~Medicare expanded the types of health care professionals who can furnish telehealth services to include all those who are eligible to bill Medicare for their professional services. This allows health care professionals who were previously ineligible to furnish and bill for Medicare telehealth services, including physical therapists, occupational therapists, speech language pathologists, and others, to receive payment for Medicare telehealth services.

~~iv.~~Medicare will not require out-of-state physician and non-physician practitioners to be licensed in the state where they are providing services when they are licensed in another state, subject to certain conditions and state or local licensure requirements.

v.~~Many requirements under the hospital conditions of participation (“CoPs”) are waived during the emergency period to give hospitals more flexibility in treating COVID-19 patients.~~

~~vi.~~Hospitals can operate temporary expansion locations without meeting the provider-based entity requirements or certain requirements in the physical environment CoP for hospitals during the emergency. This waiver also allows hospitals to change the status of their current provider-based department locations to meet patient needs as part of the state or local pandemic plan.

~~vii.The HHS Secretary waived sanctions under the physician self-referral law (i.e.~~, Stark law) for certain types of remuneration and referral arrangements that are related to a COVID-19 purpose. The Office of the Inspector General (“OIG”) will also exercise enforcement discretion to not impose administrative sanctions under the federal anti-kickback statute for many payments covered by the Stark law waivers.

~~Table of Contents~~

Pursuant to the Coronavirus Preparedness and Response Supplemental Appropriations Act, Public Law 116-123, CMS has waived Medicare telehealth payment requirements during the emergency so that beneficiaries in all areas of the country (not just rural areas) can receive telehealth services, including in their homes, beginning on March 6, 2020. CMS issued additional waivers to permit more than 160 additional services to be furnished by telehealth, allow physicians to monitor patient services remotely, and fulfill face-to-face requirements in IRFs.requirement.

In addition, ~~to these agency actions,~~ the ~~CARES~~Coronavirus Aid, Relief, and Economic Security (“CARES”) Act ~~was enacted on March 27, 2020. It provides additional waivers, reimbursement, grants~~ and ~~other funds to assist health care providers during the COVID-19 public health emergency. Some of the CARES Act provisions that may impact our operations include:~~

i.$100 billion in appropriations for the Public Health and Social Services Emergency Fund to be used for preventing, preparing, and responding to COVID-19 and for reimbursing “eligible health care providers for health care related expenses or lost revenues that are attributable to coronavirus.” The Paycheck Protection Program and Health Care Enhancement Act, Public Law 116-139, added $75 billion to this fund. The Consolidated Appropriations Act, 2021, added another $3 billion to this fund. HHS began distributing these funds to providers in April 2020. HHS initially allocated funds for a general distribution to providers that received Medicare fee-for-service payments in 2019. Later general distributions required providers to submit an application to HHS. Other funding was allocated for targeted distributions for specific provider types. Recipients of payments must report data to HHS on the use of the funds via an online portal by specific deadlines established by HHS based on the date of the payment. Any funds that a provider does not apply towards expenses or lost revenue attributable to COVID-19 must be returned to HHS within 30 calendar days after the end of the applicable reporting period. All recipients of funds are subject to audit by HHS, the HHS OIG, or the Pandemic Response Accountability Committee. Audits may include examination of the accuracy of the data providers submitted to HHS in their applications for payments.

~~ii.~~Expansion of the Accelerated and Advance Payment Program to advance three months of payments to Medicare providers. CMS has the ability to recoup the advanced payments through future Medicare claims. Section 2501 of the Continuing Appropriations Act, 2021 and Other Extensions Act, Public Law 116-159, modified the terms of repayment so that a provider can request no recoupment for one year after the advanced payment was issued, followed by a 25% offset the next 11 months, and a 50% offset the last 6 months. Any amounts that remain unpaid after 29 months will be subject to a 4% interest rate (instead of 10.25%). CMS began recouping advance payments on March 30, 2021, but the actual date for each provider is based on the first anniversary of when the provider received the first payment. CMS publishes repayment data every six months.

~~iii.Temporary suspension of~~legislation temporarily suspended the 2% cut to Medicare payments due to sequestration ~~so that, for the period of~~from May 1, 2020 to December 31, 2020, the Medicare program would be exempt from any sequestration order. The Consolidated Appropriations Act, 2021, extended this temporary suspension of the 2% sequestration cut through March 31, 2021. The Medicare sequester relief bill, which became Public Law 117-7, extended the temporary suspension of the sequestration cut again, through December 31, 2021. To pay for the continued suspension of the sequestration cuts through December 31, 2021, Congress increased the sequestration cut that will apply in fiscal year 2030. The Protecting Medicare and American Farmers from Sequester Cuts Act, signed into law by President Biden on December 10, 2021, further extended the suspension of the sequestration cut through March 31, 2022 and ~~reduces~~reduced the sequestration ~~cut~~adjustment from 2% to 1% from April 1 ~~2022,~~ through June 30, 2022. The full 2% ~~sequestration cut~~reduction resumed on July 1, 2022. To pay for this relief, Congress increased the sequestration cut to Medicare payments to 2.25% for the first six months of fiscal year 2030 and to 3% for the final six months of fiscal year 2030. ~~The same legislation defers~~Additionally, an across-the-board 4% payment cut required to take effect in January 2022 due to the American Rescue Plan from the FY 2022 Statutory Pay-As-You-Go (“PAYGO”) scorecard ~~to the FY 2023 PAYGO scorecard.~~was deferred by Congress until 2025.

~~iv.Two waivers of Medicare statutory requirements regarding site neutral payment to LTCHs.~~ The ~~first waives the LTCH discharge payment percentage requirement (i.e., 50% rule)~~CARES Act and related legislation also provided more than $178 billion in appropriations for the ~~cost reporting period(s)~~Public Health and Social Services Emergency Fund, also known as the Provider Relief Fund, to be used for preventing, preparing, and responding to COVID-19 and for reimbursing “eligible health care providers for health care related expenses or lost revenues that ~~include~~are attributable to coronavirus.” HHS began distributing these funds to providers in April 2020. Recipients of payments were required to report data to HHS on the ~~emergency period. The second waives application~~use of the ~~site neutral payment rate so that all LTCH cases admitted during~~funds via an online portal by specific deadlines established by HHS based on the ~~emergency period will be paid the LTCH-PPS standard federal rate.~~

v.~~Waiver~~date of the ~~IRF 3-hour rule so that IRF services provided during~~payment. All recipients of funds are subject to audit by HHS, the ~~public health emergency period do not need to meet~~HHS OIG, or the ~~coverage requirement that patients receive at least 3 hours of therapy a day or 15 hours of therapy per week.~~

~~vi.Broader waiver authority for HHS under section 1135~~Pandemic Response Accountability Committee. Audits may include examination of the ~~Social Security Act~~accuracy of the data providers submitted to ~~issue~~HHS in their applications for payments. Additional distributions are not expected and as a result, the Company does not expect to recognize additional ~~telehealth waivers.~~income associated with these funds in the future.

3126

Table of Contents

Medicare Reimbursement of LTCH Services

The following is a summary of significant regulatory changes to the Medicare prospective payment system for our critical illness recovery hospitals, which are certified by Medicare as LTCHs, which have affected our results of operations, as well as the policies and payment rates that may affect our future results of operations. Medicare payments to our critical illness recovery hospitals are made in accordance with the long-term care hospital prospective payment system (“LTCH-PPS”).

~~Fiscal Year 2021.~~ On September 18, 2020, CMS published the final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2021 (affecting discharges and cost reporting periods beginning on or after October 1, 2020, through September 30, 2021). Certain errors in the final rule were corrected in a document published December 7, 2020. The standard federal rate was set at $43,755, an increase from the standard federal rate applicable during fiscal year 2020 of $42,678. The update to the standard federal rate for fiscal year 2021 included a market basket increase of 2.3% with no productivity adjustment. The standard federal rate also included an area wage budget neutrality factor of 1.0016837. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS was set at $27,195, an increase from the fixed-loss amount in the 2020 fiscal year of $26,778. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate was set at $29,064, an increase from the fixed-loss amount in the 2020 fiscal year of $26,552.

Fiscal Year 2022. On August 13, 2021, CMS published the final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2022 (affecting discharges and cost reporting periods beginning on or after October 1, 2021, through September 30, 2022). The standard federal rate was set at $44,714, an increase from the standard federal rate applicable during fiscal year 2021 of $43,755. The update to the standard federal rate for fiscal year 2022 included a market basket increase of 2.6%, less a productivity adjustment of 0.7%. The standard federal rate also included an area wage budget neutrality factor of 1.002848. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS was set at $33,015, an increase from the fixed-loss amount in the 2021 fiscal year of $27,195. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate was set at $30,988, an increase from the fixed-loss amount in the 2021 fiscal year of $29,064.

Fiscal Year 2023. On August 10, 2022, CMS published the final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2023 (affecting discharges and cost reporting periods beginning on or after October 1, 2022, through September 30, 2023). Certain errors in the final rule were corrected in documents published November 4, 2022, and December 13, 2022. The standard federal rate for fiscal year 2023 is $46,433, an increase from the standard federal rate applicable during fiscal year 2022 of $44,714. The update to the standard federal rate for fiscal year 2023 includes a market basket increase of 4.1%, less a productivity adjustment of 0.3%. The standard federal rate also includes an area wage budget neutrality factor of 1.0004304. As a result of the CARES Act, all LTCH cases are paid at the standard federal rate during the public health emergency. IfWhen the public health emergency ~~ends during fiscal year~~ended on May 11, 2023, ~~then~~ CMS ~~will return~~returned to using the site-neutral payment rate for reimbursement of cases that do not meet the LTCH patient criteria. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS is $38,518, an increase from the fixed-loss amount in the 2022 fiscal year of $33,015. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate is ~~$38,859,~~$38,788, an increase from the fixed-loss amount in the 2022 fiscal year of $30,988.

Fiscal Year 2024. On August 1, 2023, CMS published a display copy of the final rule to update policies and payment rates for the LTCH-PPS for fiscal year 2024 (affecting discharges and cost reporting periods beginning on or after October 1, 2023 through September 30, 2024). The standard federal rate for fiscal year 2024 is $48,117, an increase from the standard federal rate applicable during fiscal year 2023 of $46,433. The update to the standard federal rate for fiscal year 2024 includes a market basket increase of 3.5%, less a productivity adjustment of 0.2%. The standard federal rate also includes an area wage budget neutrality factor of 1.0031599. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS is $59,873, an increase from the fixed-loss amount in the 2023 fiscal year of $38,518. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate is $42,750, an increase from the fixed-loss amount in the 2023 fiscal year of $38,788.

Medicare Reimbursement of IRF Services

The following is a summary of significant regulatory changes to the Medicare prospective payment system for our rehabilitation hospitals, which are certified by Medicare as IRFs, which have affected our results of operations, as well as the policies and payment rates that may affect our future results of operations. Medicare payments to our rehabilitation hospitals are made in accordance with the inpatient rehabilitation facility prospective payment system (“IRF-PPS”).

~~Fiscal Year 2021.~~ On August 10, 2020, CMS published the final rule updating policies and payment rates for the IRF-PPS for fiscal year 2021 (affecting discharges and cost reporting periods beginning on or after October 1, 2020, through September 30, 2021). The standard payment conversion factor for discharges for fiscal year 2021 was set at $16,856, an increase from the standard payment conversion factor applicable during fiscal year 2020 of $16,489. The update to the standard payment conversion factor for fiscal year 2021 included a market basket increase of 2.4% with no productivity adjustment. CMS decreased the outlier threshold amount for fiscal year 2021 to $7,906 from $9,300 established in the final rule for fiscal year 2020.

Fiscal Year 2022. On August 4, 2021, CMS published the final rule updating policies and payment rates for the IRF-PPS for fiscal year 2022 (affecting discharges and cost reporting periods beginning on or after October 1, 2021, through September 30, 2022). The standard payment conversion factor for discharges for fiscal year 2022 was set at $17,240, an increase from the standard payment conversion factor applicable during fiscal year 2021 of $16,856. The update to the standard payment conversion factor for fiscal year 2022 included a market basket increase of 2.6%, less a productivity adjustment of 0.7%. CMS increased the outlier threshold amount for fiscal year 2022 to $9,491 from $7,906 established in the final rule for fiscal year 2021.

~~Table of Contents~~

Fiscal Year 2023. On August 1, 2022, CMS published the final rule updating policies and payment rates for the IRF-PPS for fiscal year 2023 (affecting discharges and cost reporting periods beginning on or after October 1, 2022, through September 30, 2023). The standard payment conversion factor for discharges for fiscal year 2023 was set at $17,878, an increase from the standard payment conversion factor applicable during fiscal year 2022 of $17,240. The update to the standard payment conversion factor for fiscal year 2023 included a market basket increase of 4.2%, less a productivity adjustment of 0.3%. CMS increased the outlier threshold amount for fiscal year 2023 to $12,526 from $9,491 established in the final rule for fiscal year 2022.

Table of Contents

Fiscal Year 2024. On August 2, 2023, CMS published the final rule to update policies and payment rates for the IRF-PPS for fiscal year 2024 (affecting discharges and cost reporting periods beginning on or after October 1, 2023 through September 30, 2024). The standard payment conversion factor for discharges for fiscal year 2024 was set at $18,541, an increase from the standard payment conversion factor applicable during fiscal year 2023 of $17,878. The update to the standard payment conversion factor for fiscal year 2024 included a market basket increase of 3.6%, less a productivity adjustment of 0.2%. CMS decreased the outlier threshold amount for fiscal year 2024 to $10,423 from $12,526 established in the final rule for fiscal year 2023.

Medicare Reimbursement of Outpatient Rehabilitation Clinic Services

Outpatient rehabilitation providers enroll in Medicare as a rehabilitation agency, a clinic, or a public health agency. The Medicare program reimburses outpatient rehabilitation providers based on the Medicare physician fee schedule. For services provided in 2017 through 2019, a 0.5% update was applied each year to the fee schedule payment rates, subject to an adjustment beginning in 2019 under the Merit-Based Incentive Payment System (“MIPS”). In 2019, CMS added physical and occupational therapists to the list of MIPS eligible clinicians. For these therapists in private practice, payments under the fee schedule are subject to adjustment in a later year based on their performance in MIPS according to established performance standards. Calendar year 2021 is the first year that payments were adjusted, based upon t~~he therapist’s performance under MIPS in 2019.~~ ~~Providers in facility-based outpatient therapy settings are excluded from MIPS eligibility and therefore not subject to this payment adjustment.~~ For services provided in 2020 through 2025, a 0.0% percent update will be applied each year to the fee schedule payment rates, subject to adjustments under MIPS and the alternative payment models (“APMs”). In 2026 and subsequent years, eligible professionals participating in APMs who meet certain criteria would receive annual updates of 0.75%, while all other professionals would receive annual updates of 0.25%.

Each year from 2019 through 2024 eligible clinicians who receive a significant share of their revenues through an advanced APM (such as accountable care organizations or bundled payment arrangements) that involves risk of financial losses and a quality measurement component will receive a 5% bonus. The bonus payment for APM participation is intended to encourage participation and testing of new APMs and to promote the alignment of incentives across payors.

In the 2020 Medicare physician fee schedule final rule, CMS revised coding, documentation guidelines, and increased the valuation for evaluation and management (“E/M”) office visit codes, beginning in 2021. Because the Medicare physician fee schedule is budget-neutral, any revaluationdisplay copy of E/M services that will increase spending by more than $20 million requires a budget neutrality adjustment. To increase values for the E/M codes while maintaining budget neutrality under the fee schedule, CMS cut the values of other codes to make up the difference, beginning in 2021.

In the 2021 Medicare physician fee schedule final rule, CMS increased the values for the E/M office visit codes and cuts to other specialty codes to maintain budget neutrality. As a result, therapy services provided in our outpatient rehabilitation clinics received an estimated 3.6% decrease in payment from Medicare in calendar year 2021. The Consolidated Appropriations Act, 2021, provided relief in the form of a one-time 3.75% increase in payments in calendar year 2021 for therapy services and other services paid under the physician fee schedule.

In the calendar year 2022 physician fee schedule final rule, CMS announced that Medicare payments for the therapy specialty are expected to decrease 1% in 2022. After CMS issued the final rule, Congress passed the Protecting Medicare and American Farmers from Sequester Cuts Act, which provided in Section 3 a one-time 3% increase in payments in calendar year 2022 to offset most of the 3.75% cut to payments for therapy services and other services paid under the physician fee schedule. In the final rule, CMS also adopted its plan to transition the MIPS program to MIPS Value Pathways (“MVPs”). CMS will begin the transition to MVPs in 2023 with an initial set of MVPs in which reporting is voluntary. Beginning in 2026, multispecialty groups must form subgroups to report MVPs. CMS plans to develop more MVPs from 2024 to 2027 and is considering that MVP reporting would become mandatory in 2028. Each MVP would include population health claims-based measures and require clinicians to report on the Promoting Interoperability performance category measures. In addition, MVP participants would select certain quality measures and improvement activities and then report data for such measures and activities.

~~Table of Contents~~

~~In the calendar year 2023~~ physician fee schedule proposed rule, CMS ~~announced that it~~ calculated the ~~proposed~~ payment rates ~~for~~without the ~~physician fee schedule as if the 3%~~2.5% payment increase into calendar year ~~2022~~2023 rates from the ~~Protecting Medicare and American Farmers~~Consolidated Appropriations Act of 2023, but with 1.25% payment increase to calendar year 2024 rates from ~~Sequester Cuts Act was never applied. The statute stated~~ that legislation. As a result of the 3%lower statutory payment increase for ~~2022 shall not be taken into account in determining~~calendar year 2024 and a negative 2.17% budget neutrality adjustment associated with changes to the ~~payment rates for subsequent years. As a result,~~relative value units, physician fee schedule payments are expected to decrease in ~~2023, unless Congress provides additional funding for a payment increase as it has done the prior two years.~~2024. CMS ~~stated in the proposed rule that it~~ expects that its proposed policies for ~~2023~~2024 would result in a 1%2% decrease in Medicare payments for the therapy specialty. ~~The calendar year 2023 proposed rule~~CMS also ~~includes further development of MVPs.~~proposes changes to the quality payment program, including a transition from the Merit‑Based Incentive Payment System (“MIPS”) to the MIPS Value Pathways (“MVPs”). First, CMS ~~proposed~~proposes revisions to the ~~first~~existing set of ~~seven~~12 MVPs that it previously adopted in the calendar year 2022 and 2023 final ~~rule.~~rules. CMS would remove certain improvement activities from these ~~seven~~ MVPs and add other quality measures ~~that~~for MVP participants ~~in these~~to choose from for data reporting. CMS also proposes to consolidate two of the existing MVPs ~~could choose to report data on. In addition,~~into a single primary care MVP. Finally, CMS proposed to add five new MVPs. According to CMS, the proposed Rehabilitation Support of Musculoskeletal Care MVP will be most applicable to clinicians who specialize in rehabilitation support for musculoskeletal care, including physical therapists and occupational therapists. If finalized, these new MVPs would be available for voluntary reporting for the calendar year ~~2023~~2024 performance period.

Modifiers to Identify Services of Physical Therapy Assistants or Occupational Therapy Assistants

InOur Annual Report on Form 10-K for the year ended December 31, 2022 contains a detailed discussion of Medicare ~~physician fee schedule final rule for calendar year 2019, CMS established two new modifiers (CQ and CO) to identify~~regulations concerning services ~~furnished in whole or in part~~provided by physical therapy assistants ~~(“PTAs”) or~~and occupational therapy assistants ~~(“OTAs”). These modifiers were mandated by the Bipartisan Budget Act~~in Part I — Business — Government Regulations and in Part II — Management’s Discussion and Analysis of 2018, which requires that claims for outpatient therapy services furnished in whole or part by therapy assistants on or after January 1, 2020, include the appropriate modifier. In the final 2020 Medicare physician fee schedule rule, CMS clarified that when the physical therapist is involved for the entire durationFinancial Condition and Results of the service and the PTA provides skilled therapy alongside the physical therapist, the CQ modifier is not required. Also, when the same service (code) is furnished separately by the physical therapist and PTA, CMS will apply the de minimis standardOperations — Regulatory Changes. There have been no significant updates to each 15-minute unit of codes, not on the total physical therapist and PTA time of the service, allowing the separate reporting, on two different claim lines, of the number of units to which the new modifiers apply and the number of units to which the modifiers do not apply. In the calendar year 2022 physician fee schedule final rule, CMS implemented the final part of the requirements in the Bipartisan Budget Act of 2018 regarding PTA and OTA services. For dates of service on and after January 1, 2022, CMS pays for physical therapy and occupational therapy services provided by PTAs and OTAs at 85% of the otherwise applicable Part B payment amount. CMS modified the de minimis standard in the calendar year 2022 final rule to allow a timed service to be billed without the CQ or CO modifier when a PTA or OTA participates in providing care, but the physical therapist or occupational therapist meets the Medicare billing requirements without including the PTA’s or OTA’s minutes. This occurs when the physical therapist or occupational therapist provides more minutes than the 15-minute midpoint.

these regulations subsequently.

3428

Table of Contents

Operating Statistics

The following table sets forth operating statistics for each of our ~~reportable~~ segments for the periods presented. The operating statistics reflect data for the period of time we managed these operations. Our operating statistics include metrics we believe provide relevant insight about the number of facilities we operate, volume of services we provide to our patients, and average payment rates for services we provide. These metrics are utilized by management to monitor trends and performance in our businesses and therefore may be important to investors because management may assess our performance based in part on such metrics. Other healthcare providers may present similar statistics, and these statistics are susceptible to varying definitions. Our statistics as presented may not be comparable to other similarly titled statistics of other companies.


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
		2021			2022			2021			2022				2022			2023			2022			2023
Critical illness recovery hospital data:	Critical illness recovery hospital data:													Critical illness recovery hospital data:
Number of consolidated hospitals—start of period(1)	Number of consolidated hospitals—start of period(1)	99			105			99			104			Number of consolidated hospitals—start of period(1)	105			105			104			103
Number of hospitals acquired	Number of hospitals acquired	1			—			1			2			Number of hospitals acquired	2			1			2			1
Number of hospital start-ups	Number of hospital start-ups	—			—			—			1			Number of hospital start-ups	—			2			1			4
Number of hospitals closed/sold	Number of hospitals closed/sold	—			—			—			(2)			Number of hospitals closed/sold	(2)			—			(2)			—
Number of consolidated hospitals—end of period(1)	Number of consolidated hospitals—end of period(1)	100			105			100			105			Number of consolidated hospitals—end of period(1)	105			108			105			108

Available licensed beds(3)	Available licensed beds(3)	4,369			4,509			4,369			4,509			Available licensed beds(3)	4,509			4,547			4,509			4,547
Admissions(3)(4)	Admissions(3)(4)	9,250			9,056			28,135			27,319			Admissions(3)(4)	8,806			8,925			18,263			18,363
Patient days(3)(5)	Patient days(3)(5)	272,454			278,137			838,553			840,487			Patient days(3)(5)	273,133			276,366			562,350			563,112
Average length of stay (days)(3)(6)	Average length of stay (days)(3)(6)	30			31			30			31			Average length of stay (days)(3)(6)	30			30			30			30
Revenue per patient day(3)(7)	Revenue per patient day(3)(7)	$	1,931		$	1,878		$	1,982		$	1,981		Revenue per patient day(3)(7)	$	1,987		$	2,076		$	2,032		$	2,067
Occupancy rate(3)(8)	Occupancy rate(3)(8)	68		%	67		%	70		%	68		%	Occupancy rate(3)(8)	67		%	68		%	69		%	70		%
Percent patient days—Medicare(3)(9)	Percent patient days—Medicare(3)(9)	39		%	40		%	39		%	39		%	Percent patient days—Medicare(3)(9)	41		%	37		%	39		%	38		%
Rehabilitation hospital data:	Rehabilitation hospital data:													Rehabilitation hospital data:
Number of consolidated hospitals—start of period(1)	Number of consolidated hospitals—start of period(1)	20			20			19			20			Number of consolidated hospitals—start of period(1)	20			20			20			20
Number of hospitals acquired	Number of hospitals acquired	—			—			1			—			Number of hospitals acquired	—			—			—			—
Number of hospital start-ups	Number of hospital start-ups	—			—			—			—			Number of hospital start-ups	—			—			—			—
Number of hospitals closed/sold	Number of hospitals closed/sold	—			—			—			—			Number of hospitals closed/sold	—			—			—			—
Number of consolidated hospitals—end of period(1)	Number of consolidated hospitals—end of period(1)	20			20			20			20			Number of consolidated hospitals—end of period(1)	20			20			20			20
Number of unconsolidated hospitals managed—end of period(2)	Number of unconsolidated hospitals managed—end of period(2)	10			11			10			11			Number of unconsolidated hospitals managed—end of period(2)	11			12			11			12
Total number of hospitals (all)—end of period	Total number of hospitals (all)—end of period	30			31			30			31			Total number of hospitals (all)—end of period	31			32			31			32
Available licensed beds(3)	Available licensed beds(3)	1,361			1,391			1,361			1,391			Available licensed beds(3)	1,391			1,443			1,391			1,443
Admissions(3)(4)	Admissions(3)(4)	7,243			7,517			21,734			22,149			Admissions(3)(4)	7,450			7,865			14,632			15,523
Patient days(3)(5)	Patient days(3)(5)	102,953			109,076			310,340			321,690			Patient days(3)(5)	108,812			109,680			212,614			218,047
Average length of stay (days)(3)(6)	Average length of stay (days)(3)(6)	14			15			14			15			Average length of stay (days)(3)(6)	15			14			15			14
Revenue per patient day(3)(7)	Revenue per patient day(3)(7)	$	1,881		$	1,931		$	1,861		$	1,934		Revenue per patient day(3)(7)	$	1,928		$	2,008		$	1,935		$	1,989
Occupancy rate(3)(8)	Occupancy rate(3)(8)	82		%	85		%	84		%	85		%	Occupancy rate(3)(8)	86		%	84		%	85		%	85		%
Percent patient days—Medicare(3)(9)	Percent patient days—Medicare(3)(9)	50		%	48		%	50		%	48		%	Percent patient days—Medicare(3)(9)	47		%	48		%	47		%	49		%
Outpatient rehabilitation data:	Outpatient rehabilitation data:													Outpatient rehabilitation data:
Number of consolidated clinics—start of period	Number of consolidated clinics—start of period	1,528			1,599			1,503			1,572			Number of consolidated clinics—start of period	1,584			1,632			1,572			1,622
Number of clinics acquired	Number of clinics acquired	5			6			17			16			Number of clinics acquired	8			4			10			13
Number of clinic start-ups	Number of clinic start-ups	15			9			37			34			Number of clinic start-ups	13			9			25			21
Number of clinics closed/sold	Number of clinics closed/sold	(6)			(5)			(15)			(13)			Number of clinics closed/sold	(6)			(7)			(8)			(18)
Number of consolidated clinics—end of period	Number of consolidated clinics—end of period	1,542			1,609			1,542			1,609			Number of consolidated clinics—end of period	1,599			1,638			1,599			1,638
Number of unconsolidated clinics managed—end of period	Number of unconsolidated clinics managed—end of period	308			324			308			324			Number of unconsolidated clinics managed—end of period	321			306			321			306
Total number of clinics (all)—end of period	Total number of clinics (all)—end of period	1,850			1,933			1,850			1,933			Total number of clinics (all)—end of period	1,920			1,944			1,920			1,944
Number of visits(3)(10)	Number of visits(3)(10)	2,347,070			2,404,868			6,852,085			7,165,866			Number of visits(3)(10)	2,450,912			2,720,490			4,760,998			5,357,260
Revenue per visit(3)(11)	Revenue per visit(3)(11)	$	102		$	103		$	103		$	103		Revenue per visit(3)(11)	$	103		$	100		$	103		$	100

3529

Table of Contents


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Concentra data:	Concentra data:									Concentra data:
Number of consolidated centers—start of period	Number of consolidated centers—start of period	518		518		517		518		Number of consolidated centers—start of period	518		539		518		540
Number of centers acquired	Number of centers acquired	—		—		3		3		Number of centers acquired	2		1		3		1
Number of center start-ups	Number of center start-ups	2		1		2		1		Number of center start-ups	—		—		—		—
Number of centers closed/sold	Number of centers closed/sold	(1)		—		(3)		(3)		Number of centers closed/sold	(2)		—		(3)		(1)
Number of consolidated centers—end of period	Number of consolidated centers—end of period	519		519		519		519		Number of consolidated centers—end of period	518		540		518		540
Number of onsite clinics operated—end of period	Number of onsite clinics operated—end of period	135		147		135		147		Number of onsite clinics operated—end of period	148		141		148		141

Number of visits(3)(10)	Number of visits(3)(10)	3,223,631		3,273,031		9,049,283		9,604,441		Number of visits(3)(10)	3,214,512		3,267,894		6,331,410		6,485,839
Revenue per visit(3)(11)	Revenue per visit(3)(11)	$	124	$	128	$	125	$	127	Revenue per visit(3)(11)	$	127	$	134	$	126	$	134

(1)Represents the number of hospitals included in our consolidated financial results at the end of each period presented.

(2)Represents the number of hospitals which are managed by us at the end of each period presented. We have minority ownership interests in these businesses.

(3)Data excludes locations managed by the Company. For purposes of our Concentra segment, onsite clinics are excluded.

(4)Represents the number of patients admitted to our hospitals during the periods presented.

(5)Each patient day represents one patient occupying one bed for one day during the periods presented.

(6)Represents the average number of days in which patients were admitted to our hospitals. Average length of stay is calculated by dividing the number of patient days, as presented above, by the number of patients discharged from our hospitals during the periods presented.

(7)Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient service revenues, excluding revenues from certain other ancillary and outpatient services provided at our hospitals, by the total number of patient days.

(8)Represents the portion of our hospitals being utilized for patient care during the periods presented. Occupancy rate is calculated using the number of patient days, as presented above, divided by the total number of bed days available during the period. Bed days available is derived by adding the daily number of available licensed beds for each of the periods presented.

(9)Represents the portion of our patient days which are paid by Medicare. The Medicare patient day percentage is calculated by dividing the total number of patient days which are paid by Medicare by the total number of patient days, as presented above.

(10)Represents the number of visits in which patients were treated at our outpatient rehabilitation clinics and Concentra centers during the periods presented. COVID-19 screening and testing services provided by our Concentra segment are not included in these figures.

(11)Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service revenue, excluding revenues from certain other ancillary services, by the total number of visits. For purposes of this computation for our Concentra segment, patient service revenue does not include onsite ~~clinics.~~clinics or revenues generated from COVID-19 screening and testing services.

3630

Table of Contents

Results of Operations

The following table outlines selected operating data as a percentage of revenue for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Revenue	Revenue	100.0	%	100.0	%	100.0	%	100.0	%	Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of services, exclusive of depreciation and amortization(1)	Cost of services, exclusive of depreciation and amortization(1)	84.6		88.9		83.6		88.2		Cost of services, exclusive of depreciation and amortization(1)	87.7		85.0		87.9		85.1
General and administrative	General and administrative	2.5		2.5		2.3		2.4		General and administrative	2.4		2.5		2.3		2.5
Depreciation and amortization	Depreciation and amortization	3.2		3.3		3.3		3.2		Depreciation and amortization	3.3		3.0		3.2		3.1
Total costs and expenses	Total costs and expenses	90.3		94.7		89.2		93.8		Total costs and expenses	93.4		90.5		93.4		90.7
Other operating income	Other operating income	0.1		0.5		2.9		0.5		Other operating income	1.0		—		0.5		—
Income from operations	Income from operations	9.8		5.8		13.7		6.7		Income from operations	7.6		9.5		7.1		9.3

Equity in earnings of unconsolidated subsidiaries	Equity in earnings of unconsolidated subsidiaries	0.7		0.6		0.7		0.4		Equity in earnings of unconsolidated subsidiaries	0.4		0.6		0.4		0.6

Interest income		—		—		0.1		—

Interest expense	Interest expense	(2.2)		(2.9)		(2.2)		(2.6)		Interest expense	(2.6)		(2.9)		(2.5)		(2.9)
Income before income taxes	Income before income taxes	8.3		3.5		12.3		4.5		Income before income taxes	5.4		7.2		5.0		7.0
Income tax expense	Income tax expense	1.8		1.1		3.0		1.1		Income tax expense	1.2		1.7		1.2		1.7
Net income	Net income	6.5		2.4		9.3		3.4		Net income	4.2		5.5		3.8		5.3
Net income attributable to non-controlling interests	Net income attributable to non-controlling interests	1.5		0.7		1.7		0.6		Net income attributable to non-controlling interests	0.7		0.8		0.5		0.8
Net income attributable to Select Medical Holdings Corporation	Net income attributable to Select Medical Holdings Corporation	5.0	%	1.7	%	7.6	%	2.8	%	Net income attributable to Select Medical Holdings Corporation	3.5	%	4.7	%	3.3	%	4.5	%

(1)Cost of services includes salaries, wages and benefits, operating supplies, lease and rent expense, and other operating costs.

3731

Table of Contents

The following table summarizes selected financial data by segment for the periods indicated:


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
		2021			2022			% Change		2021			2022			% Change			2022			2023			% Change		2022			2023			% Change
		(in thousands, except percentages)																	(in thousands, except percentages)
Revenue:	Revenue:																	Revenue:
Critical illness recovery hospital	Critical illness recovery hospital	$	530,646		$	524,584		(1.1)	%	$	1,669,577		$	1,672,247		0.2	%	Critical illness recovery hospital	$	545,908		$	575,091		5.3	%	$	1,147,663		$	1,169,017		1.9	%
Rehabilitation hospital	Rehabilitation hospital	212,434			229,387			8.0		632,904			678,908			7.3		Rehabilitation hospital	228,887			240,856			5.2		449,521			472,318			5.1
Outpatient rehabilitation	Outpatient rehabilitation	274,540			284,993			3.8		806,910			844,191			4.6		Outpatient rehabilitation	287,258			302,972			5.5		559,198			598,875			7.1
Concentra	Concentra	442,190			444,576			0.5		1,321,402			1,309,356			(0.9)		Concentra	441,357			467,079			5.8		864,780			923,377			6.8
Other(1)	Other(1)	74,411			84,254			13.2		213,911			247,380			15.6		Other(1)	81,331			88,530			8.9		163,126			175,921			7.8
Total Company	Total Company	$	1,534,221		$	1,567,794		2.2	%	$	4,644,704		$	4,752,082		2.3	%	Total Company	$	1,584,741		$	1,674,528		5.7	%	$	3,184,288		$	3,339,508		4.9	%
Income (loss) from operations:~~(2)~~	Income (loss) from operations:~~(2)~~																	Income (loss) from operations:~~(2)~~
Critical illness recovery hospital	Critical illness recovery hospital	$	44,273		$	(5,042)		(111.4)	%	$	204,463		$	21,723		(89.4)	%	Critical illness recovery hospital	$	5,416		$	51,610		852.9	%	$	26,765		$	111,746		317.5	%
Rehabilitation hospital	Rehabilitation hospital	37,207			42,778			15.0		124,510			121,025			(2.8)		Rehabilitation hospital	42,670			47,802			12.0		78,247			88,130			12.6
Outpatient rehabilitation	Outpatient rehabilitation	31,443			17,558			(44.2)		88,869			61,596			(30.7)		Outpatient rehabilitation	25,471			24,071			(5.5)		44,038			45,813			4.0
Concentra	Concentra	78,878			71,709			(9.1)		255,754			215,172			(15.9)		Concentra	73,341			82,108			12.0		143,463			157,368			9.7
Other(1)	Other(1)	(41,546)			(35,536)			N/M		(37,361)			(103,097)			N/M		Other(1)	(25,931)			(46,387)			N/M		(67,561)			(92,396)			N/M
Total Company	Total Company	$	150,255		$	91,467		(39.1)	%	$	636,235		$	316,419		(50.3)	%	Total Company	$	120,967		$	159,204		31.6	%	$	224,952		$	310,661		38.1	%
Adjusted EBITDA:~~(2)~~	Adjusted EBITDA:~~(2)~~																	Adjusted EBITDA:~~(2)~~
Critical illness recovery hospital	Critical illness recovery hospital	$	57,245		$	11,013		(80.8)	%	$	243,421		$	66,999		(72.5)	%	Critical illness recovery hospital	$	20,019		$	65,496		227.2	%	$	55,986		$	142,269		154.1	%
Rehabilitation hospital	Rehabilitation hospital	44,076			49,772			12.9		145,378			141,996			(2.3)		Rehabilitation hospital	49,845			54,689			9.7		92,224			101,905			10.5
Outpatient rehabilitation	Outpatient rehabilitation	38,762			25,715			(33.7)		110,724			85,912			(22.4)		Outpatient rehabilitation	33,601			32,850			(2.2)		60,197			63,049			4.7
Concentra	Concentra	99,832			90,025			(9.8)		318,907			272,101			(14.7)		Concentra	92,607			100,391			8.4		182,076			194,139			6.6
Other(1)	Other(1)	(31,338)			(23,412)			N/M		(9,491)			(69,054)			N/M		Other(1)	(15,078)			(33,957)			N/M		(45,642)			(67,830)			N/M
Total Company	Total Company	$	208,577		$	153,113		(26.6)	%	$	808,939		$	497,954		(38.4)	%	Total Company	$	180,994		$	219,469		21.3	%	$	344,841		$	433,532		25.7	%
Adjusted EBITDA margins:~~(2)~~	Adjusted EBITDA margins:~~(2)~~																	Adjusted EBITDA margins:~~(2)~~
Critical illness recovery hospital	Critical illness recovery hospital	10.8		%	2.1		%			14.6		%	4.0		%			Critical illness recovery hospital	3.7		%	11.4		%			4.9		%	12.2		%
Rehabilitation hospital	Rehabilitation hospital	20.7			21.7					23.0			20.9					Rehabilitation hospital	21.8			22.7					20.5			21.6
Outpatient rehabilitation	Outpatient rehabilitation	14.1			9.0					13.7			10.2					Outpatient rehabilitation	11.7			10.8					10.8			10.5
Concentra	Concentra	22.6			20.2					24.1			20.8					Concentra	21.0			21.5					21.1			21.0
Other(1)	Other(1)	N/M			N/M					N/M			N/M					Other(1)	N/M			N/M					N/M			N/M
Total Company	Total Company	13.6		%	9.8		%			17.4		%	10.5		%			Total Company	11.4		%	13.1		%			10.8		%	13.0		%
Total assets:	Total assets:																	Total assets:
Critical illness recovery hospital	Critical illness recovery hospital	$	2,181,405		$	2,368,968				$	2,181,405		$	2,368,968				Critical illness recovery hospital	$	2,387,516		$	2,492,370				$	2,387,516		$	2,492,370
Rehabilitation hospital	Rehabilitation hospital	1,191,093			1,189,486					1,191,093			1,189,486					Rehabilitation hospital	1,194,739			1,209,737					1,194,739			1,209,737
Outpatient rehabilitation	Outpatient rehabilitation	1,339,452			1,377,010					1,339,452			1,377,010					Outpatient rehabilitation	1,360,600			1,399,782					1,360,600			1,399,782
Concentra	Concentra	2,609,361			2,309,392					2,609,361			2,309,392					Concentra	2,301,296			2,314,328					2,301,296			2,314,328
Other(1)	Other(1)	578,162			310,120					578,162			310,120					Other(1)	307,507			285,652					307,507			285,652
Total Company	Total Company	$	7,899,473		$	7,554,976				$	7,899,473		$	7,554,976				Total Company	$	7,551,658		$	7,701,869				$	7,551,658		$	7,701,869
Purchases of property and equipment:
Purchases of property, equipment, and other assets:																		Purchases of property, equipment, and other assets:
Critical illness recovery hospital	Critical illness recovery hospital	$	12,365		$	21,534				$	43,249		$	60,631				Critical illness recovery hospital	$	19,528		$	31,363				$	39,097		$	55,021
Rehabilitation hospital	Rehabilitation hospital	4,366			392					8,288			11,487					Rehabilitation hospital	4,821			1,903					11,095			10,485
Outpatient rehabilitation	Outpatient rehabilitation	9,481			10,098					24,264			28,826					Outpatient rehabilitation	9,314			10,476					18,728			20,408
Concentra	Concentra	11,353			9,074					31,624			28,030					Concentra	8,716			15,846					18,956			30,246
Other(1)	Other(1)	11,379			844					17,961			6,145					Other(1)	3,953			(74)					5,301			2,239
Total Company	Total Company	$	48,944		$	41,942				$	125,386		$	135,119				Total Company	$	46,332		$	59,514				$	93,177		$	118,399

(1) Other includes our corporate administration and shared services, as well as employee leasing services with our non-consolidating subsidiaries. Total assets include certain non-consolidating joint ventures and minority investments in other healthcare related businesses.

(2) During the three months ended September 30, 2022 and 2021, we recognized other operating income of $8.4 million and $1.7 million, respectively. During the nine months ended September 30, 2022 and 2021, we recognized other operating income of $23.6 million and $133.8 million, respectively. The impact of this income on the operating results of our segments is outlined within the tables presented under “~~Summary Financial Results” for the three and nine months ended September 30, 2022 and 2021.~~

N/M — Not meaningful.

3832

Table of Contents

Three Months Ended ~~September~~June 30, ~~2022,~~2023, Compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

InFor the ~~following,~~three months ended June 30, 2023, we ~~discuss our results~~had revenue of ~~operations related to revenue, operating expenses, other operating income, Adjusted EBITDA, depreciation~~$1,674.5 million and ~~amortization,~~ income from operations ~~equity in earnings~~ of ~~unconsolidated subsidiaries, interest,~~$159.2 million, as compared to revenue of $1,584.7 million and income ~~taxes, and net income attributable to non-controlling interests.~~

~~Please refer to “Effects~~from operations of ~~the COVID-19 Pandemic on our Results of Operations” above for further discussion.~~

~~Revenue~~

~~Our revenue increased 2.2% to $1,567.8~~$121.0 million for the three months ended ~~September~~June 30, ~~2022,~~2022. For the three months ended June 30, 2023, Adjusted EBITDA was $219.5 million, with an Adjusted EBITDA margin of 13.1%, as compared to ~~$1,534.2~~Adjusted EBITDA of $181.0 million and an Adjusted EBITDA margin of 11.4% for the three months ended ~~September~~June 30, ~~2021.~~2022.

The most significant contributor to the improvement in our financial performance for the three months ended June 30, 2023, compared to the three months ended June 30, 2022, was a decrease in labor costs in our critical illness recovery hospital segment as the investments we made in the recruitment, hiring, and retention of full-time staff in 2022 resulted in a significant decrease in contract labor utilization. Additionally, reduced demand in the marketplace resulted in lower contract labor rates, which further contributed to the decrease in total contract labor costs. We believe the ratio of personnel expense to net revenue for the critical illness recovery hospital segment for the three months ended June 30, 2023, is indicative of a more stabilized labor environment. Other operating income during the three months ended June 30, 2022 included $15.1 million primarily related to the recognition of payments received under the Provider Relief Fund for health care related expenses and lost revenues attributable to COVID-19. There was no Provider Relief Fund related revenue recognized in other operating income during the three months ended June 30, 2023.

Revenue

Critical Illness Recovery Hospital Segment. Revenue ~~was $524.6~~increased 5.3% to $575.1 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$530.6~~$545.9 million for the three months ended ~~September~~June 30, 2021. The decline in revenue was caused by a decrease in our revenue per patient day, which was $1,878 for the three months ended September 30, 2022, compared to $1,931 for the three months ended September 30, 2021. The decline in revenue per patient day was due to a decline in patient acuity, as well as the reinstatement of the 2.0% cut to Medicare payments due to sequestration. Our patient days increased 2.1% to 278,137 days for the three months ended September 30, 2022, compared to 272,454 days for the three months ended September 30, 2021. We had 258,089 patient days during the three months ended September 30, 2019. Occupancy in our critical illness recovery hospitals was 67%, 68%, and 67% for the three months ended September 30, 2022, 2021, and 2019, respectively.

~~Rehabilitation Hospital Segment.~~ ~~Revenue increased 8.0% to $229.4 million for the three months ended September 30, 2022, compared to $212.4 million for the three months ended September 30, 2021.~~2022. The increase in revenue was principally due to an increase in revenue per patient ~~volume.~~day. Revenue per patient day increased 4.5% to $2,076 for the three months ended June 30, 2023, compared to $1,987 for the three months ended June 30, 2022. Our patient days increased ~~5.9%~~1.2% to ~~109,076~~276,366 days for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~102,953~~273,133 days for the three months ended ~~September~~June 30, ~~2021.~~2022. Occupancy in our critical illness recovery hospitals was 68% and 67% for the three months ended June 30, 2023 and 2022, respectively.

Rehabilitation Hospital Segment. Revenue increased 5.2% to $240.9 million for the three months ended June 30, 2023, compared to $228.9 million for the three months ended June 30, 2022. The increase in revenue was principally due to an increase in revenue per patient day. Revenue per patient day increased 4.1% to $2,008 for the three months ended June 30, 2023, compared to $1,928 for the three months ended June 30, 2022. Our patient days increased 0.8% to 109,680 days for the three months ended June 30, 2023, compared to 108,812 days for the three months ended June 30, 2022. Occupancy in our rehabilitation hospitals was ~~85%, 82%,~~84% and ~~75%~~86% for the three months ended ~~September~~June 30, 2023 and 2022, ~~2021, and 2019,~~ respectively. Revenue per patient day increased 2.7% to $1,931 for the three months ended September 30, 2022, compared to $1,881 for the three months ended September 30, 2021. We experienced an increase in our non-Medicare revenue per patient day during the three months ended September 30, 2022, compared to the three months ended September 30, 2021.

Outpatient Rehabilitation Segment. Revenue increased ~~3.8%~~5.5% to ~~$285.0~~$303.0 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$274.5~~$287.3 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The increase in revenue was ~~primarily~~ attributable to patient visits, which increased ~~2.5%~~11.0% to ~~2,404,868~~2,720,490 visits for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~2,347,070~~2,450,912 visits for the three months ended ~~September~~June 30, ~~2021. The increase in visits resulted from the acquisition and development of clinics since September 30, 2021. Patient visits increased 9.1%~~2022. Our revenue per visit was $100 for the three months ended ~~September~~June 30, ~~2022, as~~2023, compared to ~~the same period in September 30, 2019 (the comparable pre-COVID-19 pandemic period). Our revenue per visit was~~ $103 for the three months ended ~~September~~June 30, ~~2022, compared~~2022. The decrease in revenue per visit was primarily attributable to ~~$102 for~~a decrease in Medicare reimbursement, including the ~~three months ended September 30, 2021.~~impact of sequestration as discussed above under “Regulatory Changes”, changes in payor mix, and an increase in variable discounts.

Concentra Segment. Revenue increased 5.8% to ~~$444.6~~$467.1 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$442.2~~$441.4 million for the three months ended ~~September~~June 30, ~~2021. During the three months ended September 30, 2022, our~~2022. The increase in revenue was primarily due to an increase in revenue per visit. Our revenue per visit increased 5.5% to ~~$128, compared to $124~~$134 for the three months ended ~~September~~June 30, ~~2021. We experienced a higher revenue per visit due~~2023, compared to ~~increases in~~$127 for the ~~reimbursement rates payable pursuant to certain state fee schedules for workers’ compensation visits, as well as increases in our employer services rates.~~three months ended June 30, 2022. Our patient visits increased ~~1.5%~~1.7% to ~~3,273,031~~3,267,894 visits for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~3,223,631~~3,214,512 visits for the three months ended ~~September~~June 30, ~~2021. Patient visits increased 3.9%~~2022. COVID-19 screening and testing services did not contribute to the Concentra segment’s revenue for the three months ended ~~September~~June 30, ~~2022, as~~2023, compared to the same period in September 30, 2019 (the comparable pre-COVID-19 pandemic period). Our revenue was adversely affected by the decline in revenue generated from COVID-19 screening and testing services. These services contributed $2.5$7.7 million of revenue from these services during the three months ended ~~September~~June 30, ~~2022, compared to $20.6 million during the three months ended September 30, 2021.~~2022.

3933

Table of Contents

Operating Expenses

Our operating expenses consist principally of cost of services and general and administrative expenses. Our operating expenses were ~~$1,433.3~~$1,466.1 million, or ~~91.4%~~87.5% of revenue, for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$1,335.6~~$1,427.8 million, or ~~87.1%~~90.1% of revenue, for the three months ended ~~September~~June 30, ~~2021.~~2022. Our cost of services, a major component of which is labor expense, was ~~$1,393.8~~$1,423.6 million, or ~~88.9%~~85.0% of revenue, for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$1,297.7~~$1,390.6 million, or ~~84.6%~~87.7% of revenue, for the three months ended ~~September~~June 30, ~~2021.~~ 2022. The ~~increase~~decrease in our operating expenses relative to our revenue was principally attributable to the ~~incurrence of additional operating expenses~~decreased labor costs within our critical illness recovery hospital ~~and outpatient rehabilitation segments,~~segment, as explained further within the “Adjusted EBITDA” discussion. General and administrative expenses were ~~$39.5~~$42.5 million, or 2.5% of revenue, for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$37.9~~$37.3 million, or ~~2.5%~~2.4% of revenue, for the three months ended ~~September~~June 30, ~~2021.~~2022.

Other Operating Income

For the three months ended ~~September~~June 30, ~~2022,~~2023, we had other operating income of ~~$8.4~~$0.7 million, compared to ~~$1.7~~$15.1 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The other operating income for the three months ended June 30, 2022 is included within the operating results of our other activities, and is primarily related to the recognition of payments received under the Provider Relief Fund for health care related expenses and lost revenues attributable to COVID-19.

For the three months ended September 30, 2022, other operating income of $8.1 million, $0.2 million, and $0.1 million is included in the operating results of our other activities, rehabilitation hospital segment, and critical illness recovery hospital segment, respectively. For the three months ended September 30, 2021, other operating income of $1.6 million and $0.1 million is included within the operating results of our Concentra segment and other activities, respectively.

Adjusted EBITDA

Critical Illness Recovery Hospital Segment. Adjusted EBITDA ~~was $11.0~~increased 227.2% to $65.5 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$57.2~~$20.0 million for the three months ended ~~September~~June 30, ~~2021.~~2022. Our Adjusted EBITDA margin for the critical illness recovery hospital segment was ~~2.1%~~11.4% for the three months ended ~~September~~June 30, 2023, compared to 3.7% for the three months ended June 30, 2022. The increases in our Adjusted EBITDA and Adjusted EBITDA margin during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, were principally due to an increase in net revenue as well as a decrease in labor costs. The decrease in labor costs resulted from our efforts in 2022 to hire additional full-time nursing staff, improve retention among our employees, and decrease our reliance on contract labor, as well as the lower contract labor rates due to reduced demand in the marketplace. Our total contract labor costs decreased by approximately 62% during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, which was driven by an approximate 44% decrease in the utilization of contract registered nurses and an approximate 31% decrease in the rate per hour for contract registered nurses.

Rehabilitation Hospital Segment. Adjusted EBITDA increased 9.7% to $54.7 million for the three months ended June 30, 2023, compared to $49.8 million for the three months ended June 30, 2022. Our Adjusted EBITDA margin for the rehabilitation hospital segment was 22.7% for the three months ended June 30, 2023, compared to 21.8% for the three months ended June 30, 2022. The increases in Adjusted EBITDA and Adjusted EBITDA margin were primarily driven by an increase in revenue.

Outpatient Rehabilitation Segment. Adjusted EBITDA was $32.9 million for the three months ended June 30, 2023, compared to $33.6 million for the three months ended June 30, 2022. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 10.8% for the three months ended ~~September~~June 30, ~~2021.~~2023, compared to 11.7% for the three months ended June 30, 2022. The ~~declines~~decrease in our Adjusted EBITDA and Adjusted EBITDA margin were primarily due to an increase in labor costs and a decrease in revenue per visit during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022.

Concentra Segment. Adjusted EBITDA increased 8.4% to $100.4 million for the three months ended June 30, 2023, compared to $92.6 million for the three months ended June 30, 2022. Our Adjusted EBITDA margin for the Concentra segment was 21.5% for the three months ended June 30, 2023, compared to 21.0% for the three months ended June 30, 2022. The increases in Adjusted EBITDA and Adjusted EBITDA margin during the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to the three months ended ~~September~~June 30, ~~2021,~~2022, were ~~principally~~primarily due to the incurrence of additional labor costs from our efforts to hire additional full-time nursing staff and improve retention among our employees, which led to increases in our sign-on and retention bonuses as well as education and orientation costs. We hired more full-time nursing staff in an effort to reduce our contract labor costs, which led to an increase in administrative nursing hours during the onboarding process. During the onboarding process, we continued to use contract labor to provide services to our patients. Our contracted registered nurses represented approximately 21.9% of our total registered nursing hours for the three months ended September 30, 2022, a decrease from approximately 29.6% during the three months ended September 30, 2021. The decline in our revenue per patient day for the three months ended September 30, 2022, as discussed above under “revenue.~~Revenue,” also contributed to the declines in Adjusted EBITDA and Adjusted EBITDA margin.~~

~~Rehabilitation Hospital Segment.~~ ~~Adjusted EBITDA increased~~ ~~12.9%~~ to $49.8 million for the three months ended September 30, 2022, compared to $44.1 million for the three months ended September 30, 2021. Our Adjusted EBITDA margin for the rehabilitation hospital segment was 21.7% for the three months ended September 30, 2022, compared to 20.7% for the three months ended September 30, 2021. The increases in Adjusted EBITDA and Adjusted EBITDA margin were driven by increases in our revenue per patient day and patient volume, as described further above under “~~Revenue~~.”

~~Outpatient Rehabilitation Segment.~~ Adjusted EBITDA was $25.7 million for the three months ended September 30, 2022, compared to $38.8 million for the three months ended September 30, 2021. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 9.0% for the three months ended September 30, 2022, compared to 14.1% for the three months ended September 30, 2021. Our Adjusted EBITDA and Adjusted EBITDA margin were affected by increases in both labor costs and other operating expenses for the three months ended September 30, 2022, as compared to the three months ended September 30, 2021.

~~Concentra Segment.~~ Adjusted EBITDA was $90.0 million for the three months ended September 30, 2022, compared to $99.8 million for the three months ended September 30, 2021. Our Adjusted EBITDA margin for the Concentra segment was 20.2% for the three months ended September 30, 2022, compared to 22.6% for the three months ended September 30, 2021. The declines in Adjusted EBITDA and Adjusted EBITDA margin during the three months ended September 30, 2022, as compared to the three months ended September 30, 2021, were primarily caused by a decline in revenue generated from COVID-19 screening and testing services, as discussed above under “~~Revenue.” Our Concentra segment also recognized $1.6 million of Provider Relief Funds during the three months ended September 30, 2021, as described further above under “Other Operating Income~~.”

~~Table of Contents~~

Depreciation and Amortization

Depreciation and amortization expense was ~~$51.5~~$49.9 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$50.1~~$51.1 million for the three months ended ~~September~~June 30, ~~2021.~~2022.

Table of Contents

Income from Operations

For the three months ended ~~September~~June 30, ~~2022,~~2023, we had income from operations of ~~$91.5~~$159.2 million, compared to ~~$150.3~~$121.0 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decline in labor costs ~~and other operating expenses~~ experienced within our critical illness recovery hospital ~~and outpatient rehabilitation segments were~~segment was the primary cause of the ~~decrease~~increase in income from operations, as discussed above under “Adjusted EBITDA.” ~~Additionally,~~Other operating income during the ~~decline~~three months ended June 30, 2022 included $15.1 million primarily related to the recognition of payments received under the Provider Relief Fund for health care related expenses and lost revenues attributable to COVID-19. There was no Provider Relief Fund related revenue recognized in ~~revenue per patient day for our critical illness recovery hospital segment, as discussed above under “Revenue,” contributed to this decline.~~other operating income during the three months ended June 30, 2023.

Equity in Earnings of Unconsolidated Subsidiaries

For the three months ended ~~September~~June 30, ~~2022,~~2023, we had equity in earnings of unconsolidated subsidiaries of ~~$8.1~~$10.5 million, compared to ~~$11.5~~$6.2 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The increase in equity in earnings is principally due to the improved operating performance of ~~the~~our rehabilitation businesses in which we are a minority ~~owner declined during the three months ended September 30, 2022.~~owner.

Interest

Our term loan is subject to an interest rate cap, which limits the ~~1-month LIBOR~~variable interest rate to 1.0% on $2.0 billion of principal outstanding under the term loan. T~~The 1-month LIBOR~~he Adjusted Term SOFR rate was ~~3.14%~~5.20% at ~~September~~June 30, ~~2022,~~2023, compared to ~~0.08%~~1.79% at ~~September~~June 30, ~~2021. Accordingly, t~~2022. ~~he interest rate cap mitigated our exposure to increases in 1-month LIBOR in excess of 1.0% during the three months ended~~ ~~September 30, 2022~~. Interest expense was ~~$45.2~~$49.0 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$33.8~~$41.1 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The increase in interest expense was caused by ~~the borrowings we made under our revolving facility during the three months ended September 30, 2022, as well~~ an increase in the ~~1-month LIBOR~~borrowings made under the revolving facility, as well as an increase in the variable interest rate ~~as described further above.~~to the extent not mitigated by the interest rate cap.

Income Taxes

We recorded income tax expense of ~~$16.2~~$28.8 million for the three months ended ~~September~~June 30, 2023, which represented an effective tax rate of 23.9%. We recorded income tax expense of $19.8 million for the three months ended June 30, 2022, which represented an effective tax rate of ~~29.8%~~23.0%. ~~We recorded~~Our income tax expense ~~of $27.7 million for~~is computed based on annual estimates which we allocate throughout the ~~three months ended September 30, 2021, which represented an~~year based on our income. This intra-period tax allocation may cause our effective tax rate to reflect variances when compared to the prior year as estimates of ~~21.6%. For~~our annual income and the ~~three months ended September 30, 2022, the higher effective tax rate resulted primarily from the effect~~components of ~~a change in Pennsylvania’s corporate~~our income tax ~~rate on our net deferred tax asset. This legislation was enacted during~~expense change throughout the ~~three months ended September 30, 2022.~~

~~Net Income Attributable to Non-Controlling Interests~~

Net income attributable to non-controlling interests was $11.0 million for the three months ended September 30, 2022, compared to $23.3 million for the three months ended September 30, 2021. The reduction in net income attributable to non-controlling interests was principally due to a change in our ownership interest of Concentra Group Holdings Parent. Since September 30, 2021, we have acquired substantially all of the outstanding membership interests of Concentra Group Holdings Parent.year.

4135

Table of Contents

~~Nine~~Six Months Ended ~~September~~June 30, 2023, Compared to Six Months Ended June 30, 2022

For the six months ended June 30, 2023, we had revenue of $3,339.5 million and income from operations of $310.7 million, respectively, as compared to revenue of $3,184.3 million and income from operations of $225.0 million for the six months ended June 30, 2022. For the six months ended June 30, 2023, Adjusted EBITDA was $433.5 million, with an Adjusted EBITDA margin of 13.0%, as compared to Adjusted EBITDA of $344.8 million and an Adjusted EBITDA margin of 10.8% for the six months ended June 30, 2022, ~~Compared~~respectively.

The most significant contributor to ~~Nine Months Ended September~~the improvement in our financial performance for the six months ended June 30, ~~2021~~

In2023, compared to the ~~following,~~six months ended June 30, 2022, was a decrease in labor costs in our critical illness recovery hospital segment as the investments we ~~discuss our results~~made in the recruitment, hiring, and retention of ~~operations~~full-time staff in 2022 resulted in a significant decrease in contract labor utilization. Additionally, reduced demand in the marketplace resulted in lower contract labor rates, which further contributed to the decrease in total contract labor costs. We believe the ratio of personnel expense to net revenue for the critical illness recovery hospital segment for the six months ended June 30, 2023, is indicative of a more stabilized labor environment. Other operating income during the six months ended June 30, 2022 included $15.1 million primarily related to the recognition of payments received under the Provider Relief Fund for health care related expenses and lost revenues attributable to COVID-19. There was no Provider Relief Fund related revenue ~~operating expenses,~~recognized in other operating income Adjusted EBITDA, depreciation and amortization, income from operations, equity in earnings of unconsolidated subsidiaries, interest, income taxes, and net income attributable to non-controlling interests.

~~Please refer to “Effects of~~during the ~~COVID-19 Pandemic on our Results of Operations” above for further discussion.~~

~~Revenue~~

~~Our revenue increased 2.3% to $4,752.1 million for the nine~~six months ended ~~September~~June 30, ~~2022, compared to $4,644.7 million for the nine months ended September 30, 2021.~~2023.

Revenue

Critical Illness Recovery Hospital Segment. Revenue increased 1.9% to ~~$1,672.2~~$1,169.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$1,669.6~~$1,147.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021. Our patient days increased to 840,487 for the nine months ended September 30, 2022, compared to 838,553 days for the nine months ended September 30, 2021.~~ ~~Occupancy in our critical illness recovery hospitals was 68%, 70%, and 69% for the nine months ended September 30, 2022, 2021, and 2019, respectively.~~2022. Revenue per patient day ~~was $1,981~~increased 1.7% to $2,067 for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$1,982~~$2,032 for the ~~nine~~six months ended ~~September~~June 30, ~~2021. Our Medicare~~2022. The increase in revenue per patient day ~~decreased during the nine months ended September 30, 2022, due to a decline in patient acuity, as well as~~is inclusive of the reinstatement of the 2.0% cut to Medicare payments due to sequestration. Our patient days were 563,112 for the six months ended June 30, 2023, compared to 562,350 days for the six months ended June 30, 2022. Occupancy in our critical illness recovery hospitals was 70% and 69% for the six months ended June 30, 2023 and 2022, respectively.

Rehabilitation Hospital Segment. Revenue increased ~~7.3%~~5.1% to ~~$678.9~~$472.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$632.9~~$449.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021. The increase in revenue was principally due to an increase in revenue per patient day. Our revenue~~2022. Revenue per patient day increased ~~3.9%~~2.8% to ~~$1,934~~$1,989 for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$1,861~~$1,935 for the ~~nine~~six months ended ~~September~~June 30, ~~2021. We experienced increases in both our Medicare and non-Medicare revenue per patient day during the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021.~~2022. Our patient days increased ~~3.7%~~2.6% to ~~321,690~~218,047 days for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~310,340~~212,614 days for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Occupancy in our rehabilitation hospitals was 85%~~, 84%, and 75%~~ for both the ~~nine~~six months ended ~~September~~June 30, ~~2022, 2021,~~2023 and ~~2019, respectively.~~2022.

Outpatient Rehabilitation Segment. Revenue increased ~~4.6%~~7.1% to ~~$844.2~~$598.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$806.9~~$559.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The increase in revenue was ~~primarily~~ attributable to patient visits, which increased ~~4.6%~~12.5% to ~~7,165,866~~5,357,260 visits for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~6,852,085~~4,760,998 visits for the ~~nine~~six months ended ~~September~~June 30, 2021. The increase in visits resulted from the acquisition and development of clinics since September 30, 2021, as well as improvement in volume in our clinics which operated during both the nine months ended September 30, 2022 and 2021. Patient visits increased 10.9% for the nine months ended September 30, 2022, as compared to the same period in September 30, 2019 (the comparable pre-COVID-19 pandemic period).2022. Our revenue per visit ~~was~~decreased to $100 for the six months ended June 30, 2023, compared to $103 for ~~both~~ the ~~nine~~six months ended ~~September~~June 30, 2022, primarily due to a decrease in Medicare reimbursement, including the impact of sequestration, changes in payor mix, and ~~2021.~~an increase in variable discounts.

Concentra Segment. Revenue ~~was $1,309.4~~increased 6.8% to $923.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$1,321.4~~$864.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The decrease is attributable to a decline in revenue generated from COVID-19 screening and testing services. These services contributed $19.3 million of revenue during the nine months ended September 30, 2022, compared to $127.2 million during the nine months ended September 30, 2021. The declineincrease in revenue was ~~partially offset by~~due to increases in both revenue per visit and patient visits. Our revenue per visit increased 6.3% to ~~$127~~$134 for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$125~~$126 for the ~~nine~~six months ended ~~September~~June 30, 2021. We experienced a higher revenue per visit due to increases in the reimbursement rates payable pursuant to certain state fee schedules for workers’ compensation visits, as well as increases in our employer services rates.2022. Our patient visits increased ~~6.1%~~2.4% to ~~9,604,441~~6,485,839 for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~9,049,283~~6,331,410 visits for the ~~nine~~six months ended ~~September~~June 30, ~~2021. Patient visits increased 4.8%~~2022. COVID-19 screening and testing services did not contribute to the Concentra segment’s revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2022, as~~2023, compared to $16.7 million of revenue from these services during the ~~same period in September~~six months ended June 30, ~~2019 (the comparable pre-COVID-19 pandemic period).~~2022.

~~Table of Contents~~

Operating Expenses

Our operating expenses consist principally of cost of services and general and administrative expenses. Our operating expenses were ~~$4,305.6~~$2,927.2 million, or ~~90.6%~~87.6% of revenue, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$3,991.6~~$2,872.3 million, or ~~85.9%~~90.2% of revenue, for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our cost of services, a major component of which is labor expense, was ~~$4,191.4~~$2,842.4 million, or ~~88.2%~~85.1% of revenue, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$3,882.6~~$2,797.6 million, or ~~83.6%~~87.9% of revenue, for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease in our operating expenses relative to our revenue was principally attributable to the ~~incurrence of additional operating expenses~~decreased labor costs within our critical illness recovery hospital ~~rehabilitation hospitals, and outpatient rehabilitation segments,~~segment, as explained further within the “Adjusted EBITDA” discussion. General and administrative expenses were ~~$114.3~~$84.8 million, or ~~2.4%~~2.5% of revenue, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$109.0~~$74.8 million, or 2.3% of revenue, for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Table of Contents

Other Operating Income

For the six ~~nine~~ months ended ~~September~~June 30, ~~2022,~~2023, we had other operating income of ~~$23.6~~$0.7 million, compared to ~~$133.8~~$15.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The other operating income ~~recognized~~for the six months ended June 30, 2022 is included within the operating results of our other activities, and is primarily related to the recognition of payments received under the Provider Relief Fund for health care related expenses and lost revenues attributable to COVID-19. Additionally, during the nine months ended September 30, 2021, our critical illness recovery hospital segment recognized $17.9 million of other operating income related to the outcome of litigation with CMS.

For the nine months ended September 30, 2022, other operating income of $23.2 million, $0.2 million, and $0.1 million is included in the operating results of our other activities, rehabilitation hospital segment, and critical illness recovery hospital segment, respectively. For the nine months ended September 30, 2021, other operating income of $82.0 million, $34.0 million, and $17.9 million is included in the operating results of our other activities, Concentra segment, and critical illness recovery hospital segment, respectively.

Adjusted EBITDA

Critical Illness Recovery Hospital Segment. Adjusted EBITDA ~~was $67.0~~increased 154.1% to $142.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$243.4~~$56.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our Adjusted EBITDA margin for the critical illness recovery hospital segment was ~~4.0%~~12.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~14.6%~~4.9% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~declines~~increases in our Adjusted EBITDA and Adjusted EBITDA margin during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, were principally due to ~~the incurrence of additional~~lower labor costs as well as an increase in net revenue. The decrease in labor costs resulted from our efforts in 2022 to hire additional full-time nursing staff, ~~and~~ improve retention among our employees, ~~which led to increases in~~and decrease our ~~sign-on and retention bonuses~~reliance on contract labor, as well as ~~education and orientation costs. We hired more full-time nursing staff~~the lower contract labor rates due to reduced demand in ~~an effort to reduce our~~the marketplace. Our total contract labor costs ~~which led to an increase in administrative nursing hours during the onboarding process.~~ ~~The increased contract labor costs are due to both increased rates and higher utilization. Our contract labor costs for registered nurses were~~decreased by approximately ~~8.3% higher~~71% during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, as compared to the ~~nine~~six months ended ~~September 30, 2021. For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022, our contracted registered nurses represented approximately 30.9% of our total registered nursing hours, compared to approximately 30.0% for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021. Contract registered nursing hours as a percentage of our total registered nursing hours were 21.9%, 32.9%, 37.5%, and 37.5% for the three months ended September 30, 2022,~~ June 30, 2022, ~~March 31, 2022,~~which was driven by an approximate 49% decrease in the utilization of contract registered nurses and ~~December 31, 2021, respectively.~~ ~~Our critical illness recovery hospitals segment also recognized~~ ~~$17.9 million~~ ~~of other operating income~~ ~~related to~~an approximate 38% decrease in the ~~outcome of litigation with CMS~~ ~~during the nine months ended September 30, 2021.~~rate per hour for contract registered nurses.

Rehabilitation Hospital Segment. Adjusted EBITDA ~~was $142.0~~increased 10.5% to $101.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$145.4~~$92.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our Adjusted EBITDA margin for the rehabilitation hospital segment was ~~20.9%~~21.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~23.0%~~20.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~ 2022. The ~~declines~~increase in Adjusted EBITDA and Adjusted EBITDA margin ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~ 2023, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021, were~~2022, was primarily attributable to ~~the incurrence of additional labor costs.~~ ~~Constrained staffing due to a shortage of healthcare workers has led to increases~~an increase in incentive and retention pay for our employees and greater dependence on higher-cost contract clinical workers. The demand for healthcare professionals has caused the cost of contract clinical labor to rise significantly during the nine months ended September 30, 2022.revenue.

~~Table of Contents~~

Outpatient Rehabilitation Segment. Adjusted EBITDA ~~was $85.9~~increased 4.7% to $63.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$110.7~~$60.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was ~~10.2%~~10.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~13.7%~~10.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~ ~~Our~~2022. The increase in our Adjusted EBITDA ~~and Adjusted EBITDA margin were affected~~was primarily due to an increase in patient visits, partially offset by increases in ~~both~~ labor costs and ~~other operating expenses~~a decrease in revenue per visit for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Concentra Segment. Adjusted EBITDA ~~was $272.1~~increased 6.6% to $194.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$318.9~~$182.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our Adjusted EBITDA margin for the Concentra segment was ~~20.8%~~21.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~24.1%~~21.1% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~declines~~increase in Adjusted EBITDA ~~and Adjusted EBITDA margin during~~was primarily due to an increase in revenue, partially offset by increases in labor costs for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021, were primarily caused by a decline in revenue generated from COVID-19 screening and testing services, as discussed above under “Revenue.” Our Concentra segment also recognized $34.0 million of Provider Relief Funds during the nine months ended September 30, 2021, as described further above under “Other Operating Income~~.”2022.

Depreciation and Amortization

Depreciation and amortization expense was ~~$153.6~~$102.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$150.7~~$102.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Income from Operations

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we had income from operations of ~~$316.4~~$310.7 million, compared to ~~$636.2~~$225.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decline in labor costs ~~and other operating expenses~~ experienced within our critical illness recovery hospital ~~rehabilitation hospital, and outpatient rehabilitation segments were~~segment was the primary cause of the ~~decrease~~increase in income from operations, as discussed above under “Adjusted EBITDA.” ~~Additionally, we~~Other operating income during the six months ended June 30, 2022 included $15.1 million primarily related to the recognition of payments received under the Provider Relief Fund for health care related expenses and lost revenues attributable to COVID-19. There was no Provider Relief Fund related revenue recognized in other operating income ~~of $23.6 million~~ during the~~nine~~ six months ended ~~September~~June 30, ~~2022, compared to $133.8 million during the nine months ended September 30, 2021, as described further under “Other Operating Income~~.”2023.

Equity in Earnings of Unconsolidated Subsidiaries

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we had equity in earnings of unconsolidated subsidiaries of ~~$19.6~~$19.1 million, compared to ~~$33.2~~$11.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The increase in equity in earnings is principally due to the improved operating performance of ~~the~~our rehabilitation businesses in which we are a minority ~~owner declined during the nine months ended September 30, 2022.~~owner.

Table of Contents

Interest

Our term loan is subject to an interest rate cap, which limits the ~~1-month LIBOR~~variable interest rate to 1.0% on $2.0 billion of principal outstanding under the term loan. The ~~1-month LIBOR~~Adjusted Term SOFR rate was ~~3.14%~~5.20% at ~~September~~June 30, ~~2022,~~2023, compared to ~~0.08%~~1.79% at ~~September 30, 2021. Accordingly, the interest rate cap mitigated our exposure to increases in 1-month LIBOR in excess of 1.0% during the nine months ended~~ ~~September~~June 30, 2022. Interest expense was ~~$121.8~~$97.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$102.1~~$76.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The increase in interest expense was caused by ~~the borrowings we made under our revolving facility during the nine months ended September 30, 2022, as well~~ an increase in the ~~1-month LIBOR~~borrowings made under the revolving facility, as well as an increase in the variable interest rate ~~as described further above.~~

~~For the nine months ended September 30, 2021, we recognized interest income of $4.7 million. The interest income was related~~ to the ~~outcome of litigation with CMS.~~extent not mitigated by the interest rate cap.

Income Taxes

We recorded income tax expense of ~~$54.0~~$55.0 million for the ~~nine~~six months ended ~~September~~June 30, 2023, which represented an effective tax rate of 23.7%. We recorded income tax expense of $37.8 million for the six months ended June 30, 2022, which represented an effective tax rate of ~~25.2%~~23.6%. We recorded income tax expense of $138.4 million for the nine months ended September 30, 2021, which represented an effective tax rate of 24.2%. For the nine months ended September 30, 2022, the higher effective tax rate resulted primarily from the effect of a change in Pennsylvania’s corporate income tax rate on our net deferred tax asset and a greater effect of nondeductible expenses on our income before income taxes.

~~Table of Contents~~

~~Net Income Attributable to Non-Controlling Interests~~

Net income attributable to non-controlling interests was $28.8 million for the nine months ended September 30, 2022, compared to $81.3 million for the nine months ended September 30, 2021. The reduction in net income attributable to non-controlling interests was principally due to a change in our ownership interest of Concentra Group Holdings Parent. Since September 30, 2021, we have acquired substantially all of the outstanding membership interests of Concentra Group Holdings Parent. The reduction in net income attributable to non-controlling interests was also due to a decline in the net income of our less than wholly owned subsidiaries. Many of these subsidiaries were impacted by increases in labor costs during the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021.

4538

Table of Contents

Liquidity and Capital Resources

Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

In the following, we discuss cash flows from operating activities, investing activities, and financing activities.


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2022			2022		2023
		(in thousands)					(in thousands)
Cash flows provided by operating activities	Cash flows provided by operating activities	$	461,980	$	272,281	Cash flows provided by operating activities	$	178,018	$	286,278
Cash flows used in investing activities	Cash flows used in investing activities	(157,326)		(169,105)		Cash flows used in investing activities	(114,094)		(135,875)
Cash flows used in financing activities	Cash flows used in financing activities	(133,732)		(69,263)		Cash flows used in financing activities	(43,565)		(147,142)
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	170,922		33,913		Net increase in cash and cash equivalents	20,359		3,261
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	577,061		74,310		Cash and cash equivalents at beginning of period	74,310		97,906
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	747,983	$	108,223	Cash and cash equivalents at end of period	$	94,669	$	101,167

Operating activities provided ~~$272.3~~$286.3 million of cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$462.0~~$178.0 million of cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~decrease in~~ cash flows from operating activities ~~was primarily~~during the six months ended June 30, 2022 included the repayment of $77.3 million of Medicare advance payments. The remaining change in cash flows provided by operating activities year over year is principally due to ~~a reduction~~an increase in ~~our operating~~net income.

Our days sales outstanding was 52 days at June 30, 2023, compared to 55 days at December 31, 2022. Our days sales outstanding was 53 days at ~~September~~June 30, 2022, compared to 52 days at December 31, 2021. ~~Our days sales outstanding was 54 days at September 30, 2021, compared to 56 days at December 31, 2020.~~ Our days sales outstanding will fluctuate based upon variability in our collection cycles and patient volumes.

Investing activities used ~~$169.1~~$135.9 million of cash flows for the ~~nine~~six months ended ~~September~~June 30, 2023. The principal uses of cash were $118.4 million for purchases of property, equipment, and other assets, and $17.5 million for investments in and acquisitions of businesses. Investing activities used $114.1 million of cash flows for the six months ended June 30, 2022. The principal uses of cash were ~~$135.1~~$93.2 million for purchases of property and equipment and ~~$39.4~~$26.2 million for investments in and acquisitions of businesses. ~~The cash outflows were offset in part by proceeds received from the sale of assets of $5.4 million. Investing~~

Financing activities used ~~$157.3~~$147.1 million of cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2023. The principal uses of cash were ~~$125.4~~net repayments under our revolving facility of $100.0 million, $31.8 million of dividend payments to common stockholders, and $24.1 million for distributions to and purchases of ~~property and equipment and $43.2 million for investments in and acquisitions of businesses. The cash outflows were offset in part by proceeds received from the sale of assets of $11.3 million.~~

non-controlling interests. Financing activities used ~~$69.3~~$43.6 million of cash flows for the ~~nine~~six months ended ~~September~~June 30, 2022. The principal uses of cash were ~~$193.6~~$178.6 million for repurchases of common stock, ~~$48.7~~$32.8 million of dividend payments to common stockholders and ~~$40.7~~$18.7 million for distributions to and purchases of non-controlling interests. The principal source of cash ~~outflows were offset in part by~~was net borrowings under our revolving facility of ~~$220.0~~$190.0 million. Financing activities used $133.7 million of cash flows for the nine months ended September 30, 2021. The principal uses of cash were $66.1 million for repurchases of common stock, $50.4 million for distributions to and purchases of non-controlling interests and $33.8 million of dividend payments to common stockholders.

4639

Table of Contents

Capital Resources

Working capital. We had net working capital of ~~$20.5~~$116.3 million at ~~September~~June 30, ~~2022,~~2023, compared to ~~a net working capital deficit of $133.6~~$116.2 million at December 31, 2021. The reduction of the working capital deficit was primarily due to an increase in our cash and cash equivalents and a reduction in our liability related to the payments we received under the Accelerated and Advance Payment Program.2022.

Credit facilities. On May 31, 2023, Select entered into Amendment No. 7 to the Select credit agreement. Amendment No. 7 replaced the interest rate based on LIBOR and LIBOR-based mechanics applicable to borrowings under the Select credit agreement with an interest rate based on Adjusted Term SOFR (as defined in the credit agreement). The Adjusted Term SOFR Rate includes a credit spread adjustment of 0.10%.

At ~~September~~June 30, ~~2022,~~2023, Select had outstanding borrowings under its credit facilities consisting of a $2,103.4 million term loan (excluding unamortized original issue discounts and debt issuance costs of ~~$10.2~~$7.1 million) and borrowings of ~~$380.0~~$345.0 million under its revolving facility. At ~~September~~June 30, ~~2022,~~2023, Select had ~~$213.5~~$248.8 million of availability under its revolving facility after giving effect to ~~$56.5~~$56.2 million of outstanding letters of credit.

Stock Repurchase Program. Holdings’ ~~board~~Board of ~~directors~~Directors has authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. The common stock repurchase program will remain in effect until December 31, 2023, unless further extended or earlier terminated by the ~~board~~Board of ~~directors.~~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 Holdings deems appropriate. Holdings funds this program with cash on hand and borrowings under its revolving facility. ~~During~~Holdings did not repurchase shares under the ~~nine~~program during the six months ended ~~September~~June 30, ~~2022, Holdings repurchased 7,883,195 shares at a cost of approximately $185.1 million, or $23.48 per share, which includes transaction costs.~~2023. Since the inception of the program through ~~September~~June 30, ~~2022,~~2023, Holdings has repurchased 48,234,823 shares at a cost of approximately $600.3 million, or $12.45 per share, which includes transaction costs. The Inflation Reduction Act of 2022, which enacted a 1% excise tax on stock repurchases that exceed $1.0 million, became effective January 1, 2023.

Use of Capital Resources. We may from time to time pursue opportunities to develop new joint venture relationships with large, regional health systems and other healthcare providers. We also intend to open new outpatient rehabilitation clinics and occupational health centers in local areas that we currently serve where we can benefit from existing referral relationships and brand awareness to produce incremental growth. In addition to our development activities, we may grow through opportunistic acquisitions.

Liquidity

~~The duration and extent of the impact from the COVID-19 pandemic on our operations and liquidity depends on future developments that cannot be accurately predicted at this time; however, we~~We believe our internally generated cash flows and borrowing capacity under our revolving facility will allow us to finance our operations in both the short and long term. As of ~~September~~June 30, ~~2022,~~2023, we had cash and cash equivalents of ~~$108.2~~$101.2 million and ~~$213.5~~$248.8 million of availability under the revolving facility after giving effect to ~~$380.0~~$345.0 million of outstanding borrowings and ~~$56.5~~$56.2 million of outstanding letters of credit.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases or exchanges, if any, may be funded from operating cash flows or other sources and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Dividend

On ~~November~~August 2, ~~2022,~~2023, our ~~board~~Board of ~~directors~~Directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about ~~November 29, 2022~~September 1, 2023 to stockholders of record as of the close of business on ~~November 16, 2022.~~August 15, 2023.

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

Table of Contents

Effects of Inflation

The healthcare industry is labor intensive and our largest expenses are labor related costs. Wage and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. We have recently experienced higher labor costs related to the current inflationary environment and competitive labor market. In addition, suppliers have passed along rising costs to us in the form of higher prices. We cannot predict our ability to pass along cost increases to our customers.

Recent Accounting Pronouncements

~~There were no new accounting standards issued between December 31, 2021, and September 30, 2022, which will have a material effect on~~Refer to Note 2 – Accounting Policies of the notes to our condensed consolidated financial statements ~~upon adoption.~~

included herein for information regarding recent accounting pronouncements.

~~Table of Contents~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to interest rate risk in connection with our variable rate long-term indebtedness. Our principal interest rate exposure relates to the loans outstanding under our credit facilities, which ~~generally~~ bear interest rates that are indexed against ~~LIBOR.~~SOFR.

In order to mitigate our exposure to rising interest rates, we entered into an interest rate cap transaction to limit our ~~1-month LIBOR~~variable interest rate to 1.0% on $2.0 billion of principal outstanding under our term loan. The agreement applies to interest payments through September 30, 2024. As of ~~September~~June 30, ~~2022,~~2023, the ~~1-month LIBOR~~Adjusted Term SOFR rate was ~~3.14%~~5.20%. As of ~~September~~June 30, ~~2022,~~2023, $103.4 million of our term loan borrowings are subject to variable interest rates.

As of ~~September~~June 30, ~~2022,~~2023, each 0.25% increase in market interest rates will impact the annual interest expense on our variable rate debt by ~~$1.2~~$1.1 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered in this report. Based on this evaluation, as of ~~September~~June 30, ~~2022,~~2023, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, including the accumulation and communication of disclosure to our principal executive officer and principal financial officer as appropriate to allow timely decisions regarding disclosure, are effective to provide reasonable assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized, and reported within the time periods specified in the relevant SEC rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) identified in connection with the evaluation required by Rule 13a-15(d) of the Securities Exchange Act of 1934 that occurred during the ~~third~~second quarter ended ~~September~~June 30, ~~2022,~~2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

4841

Table of Contents

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to the “Litigation” section contained within Note 1413 – Commitments and Contingencies of the notes to our condensed consolidated financial statements included herein.

ITEM 1A. RISK FACTORS

There have been no material changes from our risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021 and our Quarterly Report on Form 10-Q for the three and six months ended June 30,~~ 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

Holdings’ ~~board~~Board of ~~directors~~Directors authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. The program will remain in effect until December 31, 2023, unless further extended or earlier terminated by the ~~board~~Board of ~~directors.~~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 Holdings deems appropriate.

The following table provides information regarding repurchases of our common stock during the three months ended ~~September~~June 30, ~~2022.~~2023.

Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs
July 1 - July 31, 2022(1)
569,272 $ 26.33 315,762 $ 399,677,961
August 1 - August 31, 2022 — — — 399,677,961
September 1 - September 30, 2022 — — — 399,677,961
Total 569,272 $ 26.33 315,762 $ 399,677,961


	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs
April 1 - April 30, 2023(1)	49,370	$	30.50	—	$	399,677,961
May 1 - May 31, 2023	—	—		—	399,677,961
June 1 - June 30, 2023	—	—		—	399,677,961
Total	49,370	$	30.50	—	$	399,677,961

(1) ~~Includes share repurchases under our common stock repurchase program and~~The shares purchased represent common stock surrendered to us to satisfy tax withholding obligations associated with the vesting of restricted shares issued to employees, pursuant to the provisions of our equity incentive plans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~Rule 10b5-1 Trading Plans

During the three months ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

4942

Table of Contents

ITEM 6. EXHIBITS


Number						Description
10.1						Amendment No. 7 dated as of May 31, 2023, to the Credit Agreement dated as of March 6, 2017, by and among Select Medical Holdings Corporation, Select Medical Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other lenders and issuing banks party thereto, as amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2, dated as of October 26, 2018, Amendment No. 3, dated as of August 1, 2019, Amendment No. 4, dated as of December 10, 2019, Amendment No. 5, dated as of June 2, 2021, and Amendment No. 6, dated as of February 21, 2023 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (file No. 001-34465) filed on May 31, 2023).
31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of Chief Executive Officer, and Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

5043

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


			SELECT MEDICAL HOLDINGS CORPORATION


			By:			/s/ Martin F. Jackson
						Martin F. Jackson
						Executive Vice President and Chief Financial Officer
						(Duly Authorized Officer)

			By:			/s/ ~~Scott A. Romberger~~Christopher S. Weigl
						~~Scott A. Romberger~~Christopher S. Weigl
						Senior Vice President, Controller & Chief Accounting Officer
						(Principal Accounting Officer)

Dated: ~~November~~August 3, ~~2022~~2023

5144


	December 31, 2021		September 30, 2022
Weighted average remaining lease term (in years):
Operating leases	7.8		7.7
Finance leases	24.7		24.6
Weighted average discount rate:
Operating leases	5.6	%	5.7	%
Finance leases	7.4	%	7.4	%


	December 31, 2021						September 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Indefinite-lived intangible assets:
Trademarks	$	166,698	$	—	$	166,698	$	166,698	$	—	$	166,698
Certificates of need	21,478		—		21,478		22,999		—		22,999
Accreditations	1,874		—		1,874		1,874		—		1,874
Finite-lived intangible assets:
Trademarks	5,000		(5,000)		—		5,000		(5,000)		—
Customer relationships	304,289		(141,111)		163,178		309,109		(162,875)		146,234
Non-compete agreements	36,746		(15,095)		21,651		38,434		(17,828)		20,606
Total identifiable intangible assets	$	536,085	$	(161,206)	$	374,879	$	544,114	$	(185,703)	$	358,411


	Critical Illness Recovery Hospital

	Revenue						Patient Days			Occupancy Rate				Number of Hospitals(1)
	2019		2021		2022			2019	2021		2022	2019			2021		2022		2019	2021	2022
	(in thousands)



Three Months Ended March 31	$	457,534	$	594,872	$	601,755		258,129	293,118		289,217	71	%		75	%	71	%	96	99	105




Three Months Ended June 30	461,143		544,059		545,908			262,860	272,981		273,133	69	%		69	%	67	%	99	99	105





Three Months Ended September 30	462,892		530,646		524,584			258,089	272,454		278,137	67	%		68	%	67	%	99	100	105
Nine Months Ended September 30	$	1,381,569	$	1,669,577	$	1,672,247		779,078	838,553		840,487	69	%		70	%	68	%	99	100	105


	Outpatient Rehabilitation

	Revenue						Visits			Working Days(2)
	2019		2021		2022			2019	2021		2022	2019	2021	2022
	(in thousands)



Three Months Ended March 31	$	246,905	$	251,961	$	271,940		2,054,483	2,100,154		2,310,086	63	63	64




Three Months Ended June 30	261,891		280,409		287,258			2,203,505	2,404,861		2,450,912	64	64	64





Three Months Ended September 30	265,330		274,540		284,993			2,204,328	2,347,070		2,404,868	64	64	64
Nine Months Ended September 30	$	774,126	$	806,910	$	844,191		6,462,316	6,852,085		7,165,866	191	191	192