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 June 30, 2023March 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from              to              
Commission file numbers: 001-34465
 
SELECT MEDICAL HOLDINGS CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware20-1764048
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareSEMNew 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 filerAccelerated filer
Non-accelerated filerSmaller 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 July 31, 2023,April 30, 2024, Select Medical Holdings Corporation had outstanding 127,143,417130,031,562 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.
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Table of Contents
TABLE OF CONTENTS
 
   
 
   
 
   
 
   
 
   
 
   
 
   
   
   
   
   
   
   
   
   
   
   
   
 
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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, 2022June 30, 2023
ASSETS  
Current Assets:  
Cash and cash equivalents$97,906 $101,167 
Accounts receivable941,312 964,680 
Prepaid income taxes31,868 16,513 
Current portion of interest rate cap contract74,857 83,938 
Other current assets125,370 138,186 
Total Current Assets1,271,313 1,304,484 
Operating lease right-of-use assets1,169,740 1,182,839 
Property and equipment, net1,001,440 1,004,430 
Goodwill3,484,200 3,486,050 
Identifiable intangible assets, net351,662 346,733 
Interest rate cap contract, net of current portion45,200 18,396 
Other assets341,738 358,937 
Total Assets$7,665,293 $7,701,869 
LIABILITIES AND EQUITY  
Current Liabilities:  
Overdrafts$31,961 $31,494 
Current operating lease liabilities236,784 241,517 
Current portion of long-term debt and notes payable44,351 57,205 
Accounts payable186,729 186,787 
Accrued payroll209,789 191,061 
Accrued vacation150,695 159,168 
Accrued interest29,837 29,514 
Accrued other264,525 283,257 
Income taxes payable480 8,209 
Total Current Liabilities1,155,151 1,188,212 
Non-current operating lease liabilities1,008,394 1,021,314 
Long-term debt, net of current portion3,835,211 3,695,341 
Non-current deferred tax liability169,793 155,925 
Other non-current liabilities106,137 105,123 
Total Liabilities6,274,686 6,165,915 
Commitments and contingencies (Note 13)
Redeemable non-controlling interests34,043 34,375 
Stockholders’ Equity:  
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, respectively127 127 
Capital in excess of par452,183 473,942 
Retained earnings581,010 696,922 
Accumulated other comprehensive income88,602 75,047 
Total Stockholders’ Equity1,121,922 1,246,038 
Non-controlling interests234,642 255,541 
Total Equity1,356,564 1,501,579 
Total Liabilities and Equity$7,665,293 $7,701,869 
December 31, 2023March 31, 2024
ASSETS  
Current Assets:  
Cash and cash equivalents$84,006 $92,620 
Accounts receivable940,335 1,134,788 
Prepaid income taxes22,726 9,034 
Current portion of interest rate cap contract58,962 42,660 
Other current assets151,617 161,238 
Total Current Assets1,257,646 1,440,340 
Operating lease right-of-use assets1,188,616 1,176,713 
Property and equipment, net1,023,561 1,024,626 
Goodwill3,513,170 3,517,071 
Identifiable intangible assets, net329,916 324,125 
Other assets376,722 375,388 
Total Assets$7,689,631 $7,858,263 
LIABILITIES AND EQUITY  
Current Liabilities:  
Overdrafts$30,274 $28,534 
Current operating lease liabilities245,400 245,617 
Current portion of long-term debt and notes payable70,329 60,184 
Accounts payable174,312 163,551 
Accrued and other liabilities728,150 686,491 
Total Current Liabilities1,248,465 1,184,377 
Non-current operating lease liabilities1,025,867 1,015,160 
Long-term debt, net of current portion3,587,675 3,758,631 
Non-current deferred tax liability143,306 133,987 
Other non-current liabilities110,303 100,175 
Total Liabilities6,115,616 6,192,330 
Commitments and contingencies (Note 14)
Redeemable non-controlling interests26,297 28,290 
Stockholders’ Equity:  
Common stock, $0.001 par value, 700,000,000 shares authorized, 128,369,492 and 128,357,832 shares issued and outstanding at 2023 and 2024, respectively128 128 
Capital in excess of par493,413 505,403 
Retained earnings751,856 830,821 
Accumulated other comprehensive income42,907 30,930 
Total Stockholders’ Equity1,288,304 1,367,282 
Non-controlling interests259,414 270,361 
Total Equity1,547,718 1,637,643 
Total Liabilities and Equity$7,689,631 $7,858,263 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Select Medical Holdings Corporation
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except per share amounts)

For the Three Months Ended June 30,For the Six Months Ended June 30,For the Three Months Ended March 31,
2022202320222023 20232024
RevenueRevenue$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 amortizationCost of services, exclusive of depreciation and amortization1,390,550 1,423,603 2,797,560 2,842,422 
General and administrativeGeneral and administrative37,268 42,508 74,781 84,787 
Depreciation and amortizationDepreciation and amortization51,081 49,939 102,120 102,364 
Total costs and expensesTotal costs and expenses1,478,899 1,516,050 2,974,461 3,029,573 
Other operating incomeOther operating income15,125 726 15,125 726 
Income from operationsIncome from operations120,967 159,204 224,952 310,661 
Other income and expense:Other income and expense:  Other income and expense:  
Equity in earnings of unconsolidated subsidiariesEquity in earnings of unconsolidated subsidiaries6,167 10,501 11,564 19,057 
Equity in earnings of unconsolidated subsidiaries
Equity in earnings of unconsolidated subsidiaries
Interest expense
Interest expense
Interest expenseInterest expense(41,052)(48,997)(76,566)(97,568)
Income before income taxesIncome before income taxes86,082 120,708 159,950 232,150 
Income tax expenseIncome tax expense19,820 28,848 37,762 55,033 
Net incomeNet income66,262 91,860 122,188 177,117 
Less: Net income attributable to non-controlling interestsLess: Net income attributable to non-controlling interests11,055 13,623 17,864 28,075 
Net income attributable to Select Medical Holdings CorporationNet income attributable to Select Medical Holdings Corporation$55,207 $78,237 $104,324 $149,042 
Earnings per common share (Note 12):  
Earnings per common share (Note 13):Earnings per common share (Note 13):  
Basic and dilutedBasic and diluted$0.43 $0.61 $0.79 $1.17 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Select Medical Holdings Corporation
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(in thousands)

For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202320222023
For the Three Months Ended March 31,
For the Three Months Ended March 31,
For the Three Months Ended March 31,
202320232024
Net incomeNet income$66,262 $91,860 $122,188 $177,117 
Other comprehensive income (loss), net of tax:
Gain on interest rate cap contract11,833 17,527 51,647 14,831 
Reclassification adjustment for losses (gains) included in net income(6)(15,134)33 (28,386)
Net change, net of tax benefit (expense) of $(3,942), $(777), $(17,227), and $4,39811,827 2,393 51,680 (13,555)
Other comprehensive loss, net of tax:
Gain (loss) on interest rate cap contract
Gain (loss) on interest rate cap contract
Gain (loss) on interest rate cap contract
Reclassification adjustment for gains included in net income
Net change, net of tax benefit of $5,175, and $3,782
Comprehensive incomeComprehensive income78,089 94,253 173,868 163,562 
Less: Comprehensive income attributable to non-controlling interestsLess: Comprehensive income attributable to non-controlling interests11,055 13,623 17,864 28,075 
Comprehensive income attributable to Select Medical Holdings CorporationComprehensive 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.


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Select Medical Holdings Corporation
Condensed Consolidated Statements of Changes in Equity and Income
(unaudited)
(in thousands)

For the Three Months Ended March 31, 2024For the Three Months Ended March 31, 2024
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 IncomeTotal Stockholders’ EquityNon-controlling
Interests
Total
Equity
Common
Stock
Issued
Common
Stock
Par Value
Capital in
Excess
of Par
Retained
Earnings
Accumulated Other Comprehensive IncomeTotal Stockholders’ EquityNon-controlling
Interests
Total
Equity
Balance at December 31, 2022127,173 $127 $452,183 $581,010 $88,602 $1,121,922 $234,642 $1,356,564 
Balance at December 31, 2023
Net income attributable to Select Medical Holdings CorporationNet income attributable to Select Medical Holdings Corporation70,805 70,805 70,805 
Net income attributable to non-controlling interestsNet 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 stockIssuance of restricted stock— — 
Forfeitures of unvested restricted stock
Vesting of restricted stockVesting of restricted stock10,003 10,003 10,003 
Issuance of non-controlling interestsIssuance of non-controlling interests— 2,731 2,731 
Non-controlling interests acquired in business combination— 3,877 3,877 
Issuance of non-controlling interests
Issuance of non-controlling interests
Distributions to and purchases of non-controlling interests
Distributions to and purchases of non-controlling interests
Distributions to and purchases of non-controlling interestsDistributions to and purchases of non-controlling interests— (6,069)(6,069)
Redemption value adjustment on non-controlling interestsRedemption value adjustment on non-controlling interests(436)(436)(436)
Other comprehensive income(15,948)(15,948)(15,948)
Other(1)— — 
Balance at March 31, 2023127,176 $127 $462,185 $635,483 $72,654 $1,170,449 $247,992 $1,418,441 
Net income attributable to Select Medical Holdings Corporation   78,237 78,237 78,237 
Net income attributable to non-controlling interests    — 11,539 11,539 
Cash dividends declared for common stockholders ($0.125 per share)(15,924)(15,924)(15,924)
Issuance of restricted stock261  — — 
Vesting of restricted stock10,326 10,326 10,326 
Repurchase of common shares(49)(634)(872)(1,506)(1,506)
Issuance of non-controlling interests1,870 1,870 10,211 12,081 
Distributions to and purchases of non-controlling interests  195 195 (14,201)(14,006)
Redemption value adjustment on non-controlling interests   (2)(2)(2)
Other comprehensive income2,393 2,393 2,393 
Balance at June 30, 2023127,388 $127 $473,942 $696,922 $75,047 $1,246,038 $255,541 $1,501,579 
Other comprehensive loss
Balance at March 31, 2024
Balance at March 31, 2024
Balance at March 31, 2024

For the Three Months Ended March 31, 2023
 Total Stockholders’ Equity  
 Common
Stock
Issued
Common
Stock
Par Value
Capital in
Excess
of Par
Retained
Earnings
Accumulated Other Comprehensive IncomeTotal Stockholders’ EquityNon-controlling
Interests
Total
Equity
Balance at December 31, 2022127,173 $127 $452,183 $581,010 $88,602 $1,121,922 $234,642 $1,356,564 
Net income attributable to Select Medical Holdings Corporation70,805 70,805 70,805 
Net income attributable to non-controlling interests— 12,811 12,811 
Cash dividends declared for common stockholders ($0.125 per share)(15,897)(15,897)(15,897)
Issuance of restricted stock— — 
Vesting of restricted stock10,003 10,003 10,003 
Issuance of non-controlling interests— 2,731 2,731 
Non-controlling interests acquired in business combination— 3,877 3,877 
Distributions to and purchases of non-controlling interests— (6,069)(6,069)
Redemption value adjustment on non-controlling interests(436)(436)(436)
Other comprehensive loss(15,948)(15,948)(15,948)
Other(1)— — 
Balance at March 31, 2023127,176 $127 $462,185 $635,483 $72,654 $1,170,449 $247,992 $1,418,441 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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For the Six Months Ended June 30, 2022
 Total Stockholders’ Equity  
 Common
Stock
Issued
Common
Stock
Par Value
Capital in
Excess
of Par
Retained
Earnings
Accumulated Other Comprehensive IncomeTotal Stockholders’ EquityNon-controlling
Interests
Total
Equity
Balance at December 31, 2021133,884 $134 $504,314 $593,251 $12,282 $1,109,981 $215,921 $1,325,902 
Net income attributable to Select Medical Holdings Corporation49,117 49,117 49,117 
Net income attributable to non-controlling interests— 4,891 4,891 
Cash dividends declared for common stockholders ($0.125 per share)(16,691)(16,691)(16,691)
Issuance of restricted stock13 — — 
Vesting of restricted stock8,288 8,288 8,288 
Repurchase of common shares(2,128)(2)(23,459)(28,215)(51,676)(51,676)
Issuance of non-controlling interests651 651 4,578 5,229 
Non-controlling interests acquired in business combination, measurement period adjustment— 12,463 12,463 
Distributions to and purchases of non-controlling interests— (9,097)(9,097)
Redemption value adjustment on non-controlling interests(1,381)(1,381)(1,381)
Other comprehensive income39,853 39,853 39,853 
Other(2)(2)(2)
Balance at March 31, 2022131,769 $132 $489,794 $596,079 $52,135 $1,138,140 $228,756 $1,366,896 
Net income attributable to Select Medical Holdings Corporation55,207 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 stock211 — — 
Forfeitures of unvested restricted stock(6)
Vesting of restricted stock8,406 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 interests534 534 (7,348)(6,814)
Redemption value adjustment on non-controlling interests355 355 355 
Other comprehensive loss11,827 11,827 11,827 
Other(4)(4)— (4)
Balance at June 30, 2022126,491 $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.
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Select Medical Holdings Corporation
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
For the Six Months Ended June 30, For the Three Months Ended March 31,
20222023 20232024
Operating activitiesOperating activities  Operating activities  
Net incomeNet 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 (used in) operating activities:Adjustments to reconcile net income to net cash provided by (used in) operating activities:  
Distributions from unconsolidated subsidiariesDistributions from unconsolidated subsidiaries11,140 8,841 
Depreciation and amortizationDepreciation and amortization102,120 102,364 
Provision for expected credit lossesProvision for expected credit losses111 761 
Equity in earnings of unconsolidated subsidiariesEquity in earnings of unconsolidated subsidiaries(11,564)(19,057)
Gain on sale or disposal of assets(1,476)(23)
(Gain) loss on sale or disposal of assets
(Gain) loss on sale or disposal of assets
(Gain) loss on sale or disposal of assets
Stock compensation expenseStock compensation expense17,769 20,508 
Amortization of debt discount, premium and issuance costs1,123 1,174 
Amortization of debt discount, premium, and issuance costs
Deferred income taxesDeferred 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 receivableAccounts receivable(32,431)(23,135)
Other current assetsOther current assets(2,128)(5,997)
Other assetsOther assets1,275 5,472 
Accounts payableAccounts payable4,879 7,096 
Accrued expensesAccrued expenses44,296 22,033 
Government advances(77,319)— 
Net cash provided by operating activities178,018 286,278 
Net cash provided by (used in) operating activities
Net cash provided by (used in) operating activities
Net cash provided by (used in) operating activities
Investing activitiesInvesting activities  Investing activities  
Business combinations, net of cash acquiredBusiness combinations, net of cash acquired(19,241)(7,732)
Purchases of property, equipment, and other assetsPurchases of property, equipment, and other assets(93,177)(118,399)
Investment in businessesInvestment in businesses(6,990)(9,800)
Proceeds from sale of assets5,314 56 
Proceeds from sale of assets and businesses
Net cash used in investing activitiesNet cash used in investing activities(114,094)(135,875)
Financing activitiesFinancing activities  Financing activities  
Borrowings on revolving facilitiesBorrowings on revolving facilities565,000 435,000 
Payments on revolving facilitiesPayments on revolving facilities(375,000)(535,000)
Payments on term loans
Payments on term loans
Payments on term loans
Borrowings of other debt
Borrowings of other debt
Borrowings of other debtBorrowings of other debt17,494 22,298 
Principal payments on other debtPrincipal payments on other debt(16,874)(26,373)
Dividends paid to common stockholdersDividends paid to common stockholders(32,799)(31,821)
Repurchase of common stock(178,623)(1,506)
Decrease in overdrafts
Decrease in overdrafts
Decrease in overdraftsDecrease in overdrafts(11,055)(467)
Proceeds from issuance of non-controlling interestsProceeds from issuance of non-controlling interests6,955 14,812 
Distributions to and purchases of non-controlling interestsDistributions to and purchases of non-controlling interests(18,663)(24,085)
Net cash used in financing activities(43,565)(147,142)
Net increase in cash and cash equivalents20,359 3,261 
Net cash provided by financing activities
Net cash provided by financing activities
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period74,310 97,906 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$94,669 $101,167 
Supplemental informationSupplemental information  Supplemental information  
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 interest, excluding amounts received of $17,828 and $22,515 under the interest rate cap contract
Cash paid for taxesCash paid for taxes16,423 42,755 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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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 June 30, 2023,March 31, 2024, and for the three and six month periods ended June 30, 2022March 31, 2023 and 2023,2024, 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 six months ended June 30, 2023,March 31, 2024, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023.2024. 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, 2022,2023, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2023.22, 2024.
2.    Accounting Policies
Recent Accounting Guidance Not Yet Adopted
Segment Reporting
In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve disclosure of segment information so that investors can better understand an entity’s overall performance. The ASU requires entities to quantitatively disclose significant segment expenses that are regularly provided to the chief operating decision maker for each reportable segment, as well as the amount of other segment items for each reportable segment and a description of what the other segment items are comprised. Disclosure of multiple measures of profit or loss will be permitted by the ASU.
The ASU is effective for annual reporting periods beginning on or after December 15, 2023, and interim periods with fiscal years beginning after December 15, 2024; however, early adoption is permitted. The ASU is required to be applied retrospectively to all periods presented in the financial statements. The Company is currently reviewing the impact that ASU 2023-07 will have on the disclosures in our consolidated financial statements.
Income Taxes
In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency and decision usefulness of income tax disclosures. The ASU includes enhanced requirements on the rate reconciliation, including specific categories that must be disclosed, and provides a threshold over which reconciling items must be disclosed. The amendments in the update also require annual disclosure of income taxes paid, disaggregated by federal, state, and foreign taxes, as well as any individual jurisdictions in which income taxes paid is greater than 5% of total income taxes paid.
The ASU is effective for annual periods beginning after December 15, 2024; however early adoption is permitted. The ASU can be applied either prospectively or retrospectively. The Company is currently reviewing the impact that ASU 2023-09 will have to the disclosures in our consolidated financial statements.




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Recently Adopted Accounting Guidance
Leases
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 evaluatingadopted 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 transition on 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 There was 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.

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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'sCompany’s consolidated financial statements.statements upon adoption.
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 19%17% and 20% of the Company’s accounts receivable is due from Medicare at both December 31, 20222023, and June 30, 2023.March 31, 2024, respectively.
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:
Six Months Ended June 30,
20222023
(in thousands)
Three Months Ended March 31,Three Months Ended March 31,
202320232024
(in thousands)(in thousands)
Balance as of January 1Balance as of January 1$39,033 $34,043 
Net income attributable to redeemable non-controlling interestsNet income attributable to redeemable non-controlling interests1,918 1,641 
Distributions to redeemable non-controlling interestsDistributions to redeemable non-controlling interests(1,198)(1,900)
Distributions to redeemable non-controlling interests
Distributions to redeemable non-controlling interests
Redemption value adjustment on redeemable non-controlling interests
Redemption value adjustment on redeemable non-controlling interests
Redemption value adjustment on redeemable non-controlling interestsRedemption value adjustment on redeemable non-controlling interests1,381 436 
OtherOther536 179 
Balance as of March 31Balance as of March 31$41,670 $34,399 
Net income attributable to redeemable non-controlling interests1,900 2,084 
Distributions to and purchases of redeemable non-controlling interests(1,553)(2,110)
Redemption value adjustment on redeemable non-controlling interests(355)
Other535 — 
Balance as of June 30$42,197 $34,375 




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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 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. Based on the provisions of the management agreements, the medical practices are variable interest entities for which the Company is the primary beneficiary.
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As of December 31, 2022,2023, and June 30, 2023,March 31, 2024, the total assets of the Company’s variable interest entities were $232.1$246.4 million and $263.6$263.7 million, respectively, and are principally comprised of accounts receivable. As of December 31, 2022,2023, and June 30, 2023,March 31, 2024, the total liabilities of the Company’s variable interest entities were $78.8$84.3 million and $84.1$85.4 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 $158.3$161.8 million and $186.7$179.5 million as of December 31, 2022,2023, and June 30, 2023,March 31, 2024, respectively. These intercompany balances are eliminated in consolidation.
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 June 30, 2022Three Months Ended June 30, 2023
Unrelated PartiesRelated PartiesTotalUnrelated PartiesRelated PartiesTotal
(in thousands)
Three Months Ended March 31, 2023Three Months Ended March 31, 2023Three Months Ended March 31, 2024
Unrelated PartiesUnrelated PartiesRelated PartiesTotalUnrelated PartiesRelated PartiesTotal
(in thousands)(in thousands)
Operating lease costOperating lease cost$73,969 $1,809 $75,778 $76,892 $1,833 $78,725 
Finance lease cost:Finance lease cost:
Amortization of right-of-use assetsAmortization of right-of-use assets377 — 377 404 — 404 
Amortization of right-of-use assets
Amortization of right-of-use assets
Interest on lease liabilitiesInterest on lease liabilities336 — 336 387 — 387 
Short-term lease cost15 — 15 — — — 
Variable lease cost
Variable lease cost
Variable lease costVariable lease cost14,407 141 14,548 16,532 — 16,532 
Sublease incomeSublease income(1,940)— (1,940)(1,716)— (1,716)
Total lease costTotal lease cost$87,164 $1,950 $89,114 $92,499 $1,833 $94,332 
Six Months Ended June 30, 2022Six Months Ended June 30, 2023
Unrelated PartiesRelated PartiesTotalUnrelated PartiesRelated PartiesTotal
(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 assets724 — 724 798 — 798 
Interest on lease liabilities676 — 676 707 — 707 
Short-term lease cost50 — 50 — — — 
Variable lease cost28,062 180 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 
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7.     Long-Term Debt and Notes Payable
As of June 30, 2023,March 31, 2024, the Company’s long-term debt and notes payable are as follows:
Principal
Outstanding
Unamortized Premium (Discount)Unamortized
Issuance Costs
Carrying ValueFair Value Principal
Outstanding
Unamortized Premium (Discount)Unamortized
Issuance Costs
Carrying ValueFair Value
(in thousands)
(in thousands)(in thousands)
6.250% senior notes6.250% senior notes$1,225,000 $18,562 $(9,456)$1,234,106 $1,204,175 
Credit facilities:Credit facilities:     Credit facilities:   
Revolving facilityRevolving facility345,000 — — 345,000 343,706 
Term loanTerm loan2,103,437 (3,379)(3,684)2,096,374 2,098,178 
Other debt, including finance leasesOther debt, including finance leases77,164 — (98)77,066 77,066 
Total debtTotal debt$3,750,601 $15,183 $(13,238)$3,752,546 $3,723,125 
Principal maturities of the Company’s long-term debt and notes payable are approximately as follows:
20232024202520262027ThereafterTotal 20242025202620272028ThereafterTotal
(in thousands)
(in thousands)(in thousands)
6.250% senior notes6.250% senior notes$— $— $— $1,225,000 $— $— $1,225,000 
Credit facilities:Credit facilities:       Credit facilities:  
Revolving facilityRevolving facility— 31,846 313,154 — — — 345,000 
Term loanTerm loan4,757 11,150 2,087,530 — — — 2,103,437 
Other debt, including finance leasesOther debt, including finance leases11,738 51,046 1,408 1,309 823 10,840 77,164 
Total debtTotal debt$16,495 $94,042 $2,402,092 $1,226,309 $823 $10,840 $3,750,601 





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As of December 31, 2022,2023, the Company’s long-term debt and notes payable are as follows:
 Principal
Outstanding
Unamortized Premium (Discount)Unamortized
Issuance Costs
Carrying ValueFair Value
(in thousands)
6.250% senior notes$1,225,000 $21,555 $(10,948)$1,235,607 $1,163,689 
Credit facilities:     
Revolving facility445,000 — — 445,000 443,331 
Term loan2,103,437 (4,376)(4,771)2,094,290 2,056,110 
Other debt, including finance leases104,800 — (135)104,665 104,665 
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.
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 Principal
Outstanding
Unamortized Premium (Discount)Unamortized
Issuance Costs
Carrying ValueFair Value
(in thousands)
6.250% senior notes$1,225,000 $15,533 $(7,937)$1,232,596 $1,228,063 
Credit facilities:     
Revolving facility280,000 — — 280,000 278,600 
Term loan2,092,485 (12,040)(3,229)2,077,216 2,092,485 
Other debt, including finance leases68,255 — (63)68,192 68,192 
Total debt$3,665,740 $3,493 $(11,229)$3,658,004 $3,667,340 

8.     Accrued and other liabilities
TableThe following table sets forth the components of Contents
accrued and other liabilities on the Condensed Consolidated Balance Sheets:
8.
 December 31, 2023March 31, 2024
 
Accrued payroll$238,768 $184,801 
Accrued vacation157,748 164,113 
Accrued interest32,472 14,438 
Accrued other297,663 292,587 
Income taxes payable1,499 30,552 
Accrued and other liabilities$728,150 $686,491 
9.     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 thatwhich is indexed to a benchmark which changed from LIBOR to SOFR on May 31, 2023.one-month Term SOFR. 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 variable interest rate index 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 the variable interest rate index 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.
The following table outlines the changes in accumulated other comprehensive income (loss), net of tax, during the periods presented:
Three Months Ended March 31,Three Months Ended March 31,
202320232024
(in thousands)(in thousands)
Balance as of January 1
Gain (loss) on interest rate cap cash flow hedge
Amounts reclassified from accumulated other comprehensive income
Balance as of March 31
Six Months Ended June 30,
20222023
(in thousands)
Balance as of January 1$12,282 $88,602 
Gain (loss) on interest rate cap cash flow hedge39,814 (2,696)
Amounts reclassified from accumulated other comprehensive income39 (13,252)
Balance as of March 31$52,135 $72,654 
Gain on interest rate cap cash flow hedge11,833 17,527 
Amounts reclassified from accumulated other comprehensive income(6)(15,134)
Balance as of June 30$63,962 $75,047 



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The effects on net income of amounts reclassified from accumulated other comprehensive income are as follows:
Three Months Ended June 30,Six Months Ended June 30,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Statement of OperationsStatement of Operations2022202320222023Statement of Operations20232024
(in thousands)
Gains (losses) included in interest expense$$20,045 $(43)$37,597 
Income tax benefit (expense)(2)(4,911)10 (9,211)
(in thousands)(in thousands)
Gains included in interest expense
Income tax expense
Amounts reclassified from accumulated other comprehensive incomeAmounts reclassified from accumulated other comprehensive income$$15,134 $(33)$28,386 
The Company expects that approximately $82.1$40.7 million of estimated pre-tax gains will be reclassified from accumulated other comprehensive income into interest expense withinthrough the next twelve months.expiration of the interest rate cap on September 30, 2024.
Refer to Note 910 – Fair Value of Financial Instruments for information on the fair value of the Company’s interest rate cap contract and its balance sheet classification.
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9.10.     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 InstrumentFinancial InstrumentBalance Sheet ClassificationLevelDecember 31, 2022June 30, 2023Financial InstrumentBalance Sheet ClassificationLevelDecember 31, 2023March 31, 2024
Asset:Asset:(in thousands)Asset:(in thousands)
Interest rate cap contract, current portionInterest rate cap contract, current portionCurrent portion of interest rate cap contractLevel 2$74,857 $83,938 
Interest rate cap contract, non-current portionInterest rate cap contract, net of current portionLevel 245,200 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 7 – Long-Term Debt and Notes Payable, approximates fair value.
December 31, 2022June 30, 2023
December 31, 2023December 31, 2023March 31, 2024
Financial InstrumentFinancial InstrumentLevelCarrying ValueFair ValueCarrying ValueFair ValueFinancial InstrumentLevelCarrying ValueFair ValueCarrying ValueFair Value
(in thousands)
(in thousands)(in thousands)
6.250% senior notes6.250% senior notesLevel 2$1,235,607 $1,163,689 $1,234,106 $1,204,175 
Credit facilities:Credit facilities:
Revolving facility
Revolving facility
Revolving facilityRevolving facilityLevel 2445,000 443,331 345,000 343,706 
Term loanTerm loanLevel 22,094,290 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.
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10.11.     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, transaction costs associated with the Concentra separation, 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 June 30,Six Months Ended June 30,
 2022202320222023
 (in thousands)
Revenue:    
Critical illness recovery hospital$545,908 $575,091 $1,147,663 $1,169,017 
Rehabilitation hospital228,887 240,856 449,521 472,318 
Outpatient rehabilitation287,258 302,972 559,198 598,875 
Concentra441,357 467,079 864,780 923,377 
Other81,331 88,530 163,126 175,921 
Total Company$1,584,741 $1,674,528 $3,184,288 $3,339,508 
Adjusted EBITDA:    
Critical illness recovery hospital$20,019 $65,496 $55,986 $142,269 
Rehabilitation hospital49,845 54,689 92,224 101,905 
Outpatient rehabilitation33,601 32,850 60,197 63,049 
Concentra92,607 100,391 182,076 194,139 
Other(1)
(15,078)(33,957)(45,642)(67,830)
Total Company$180,994 $219,469 $344,841 $433,532 
Total assets:    
Critical illness recovery hospital$2,387,516 $2,492,370 $2,387,516 $2,492,370 
Rehabilitation hospital1,194,739 1,209,737 1,194,739 1,209,737 
Outpatient rehabilitation1,360,600 1,399,782 1,360,600 1,399,782 
Concentra2,301,296 2,314,328 2,301,296 2,314,328 
Other307,507 285,652 307,507 285,652 
Total Company$7,551,658 $7,701,869 $7,551,658 $7,701,869 
Purchases of property, equipment, and other assets:    
Critical illness recovery hospital$19,528 $31,363 $39,097 $55,021 
Rehabilitation hospital4,821 1,903 11,095 10,485 
Outpatient rehabilitation9,314 10,476 18,728 20,408 
Concentra8,716 15,846 18,956 30,246 
Other3,953 (74)5,301 2,239 
Total Company$46,332 $59,514 $93,177 $118,399 

(1)    For the three and six months ended June 30, 2022, Adjusted EBITDA 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 COVID-19.
 Three Months Ended March 31,
 20232024
 (in thousands)
Revenue:  
Critical illness recovery hospital$593,926 $655,880 
Rehabilitation hospital231,462 265,700 
Outpatient rehabilitation295,903 303,158 
Concentra456,298 467,598 
Other87,391 96,473 
Total Company$1,664,980 $1,788,809 
Adjusted EBITDA:  
Critical illness recovery hospital$76,773 $115,940 
Rehabilitation hospital47,216 61,400 
Outpatient rehabilitation30,199 24,928 
Concentra93,748 96,142 
Other(33,873)(36,493)
Total Company$214,063 $261,917 
Total assets:  
Critical illness recovery hospital$2,507,265 $2,608,979 
Rehabilitation hospital1,203,069 1,233,828 
Outpatient rehabilitation1,397,823 1,423,740 
Concentra2,300,632 2,362,848 
Other290,947 228,868 
Total Company$7,699,736 $7,858,263 
Purchases of property, equipment, and other assets:  
Critical illness recovery hospital$23,658 $15,941 
Rehabilitation hospital8,582 7,101 
Outpatient rehabilitation9,932 9,500 
Concentra14,400 17,231 
Other2,313 2,744 
Total Company$58,885 $52,517 

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A reconciliation of Adjusted EBITDA to income before income taxes is as follows:
 Three Months Ended March 31, 2023
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
 (in thousands)
Adjusted EBITDA$76,773 $47,216 $30,199 $93,748 $(33,873) 
Depreciation and amortization(16,637)(6,888)(8,457)(18,310)(2,133) 
Stock compensation expense— — — (178)(10,003) 
Income (loss) from operations$60,136 $40,328 $21,742 $75,260 $(46,009)$151,457 
Equity in earnings of unconsolidated subsidiaries    8,556 
Interest expense    (48,571)
Income before income taxes    $111,442 
Three Months Ended June 30, 2022 Three Months Ended March 31, 2024
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands) (in thousands)
Adjusted EBITDAAdjusted EBITDA$20,019 $49,845 $33,601 $92,607 $(15,078) Adjusted EBITDA$115,940 $$61,400 $$24,928 $$96,142 $$(36,493)  
Depreciation and amortizationDepreciation and amortization(14,603)(7,175)(8,130)(18,730)(2,443) Depreciation and amortization(17,157)(7,135)(7,135)(9,181)(9,181)(18,485)(18,485)(2,111)(2,111)  
Stock compensation expenseStock compensation expense— — — (536)(8,410) Stock compensation expense— — — — — (166)(166)(11,444)(11,444)  
Concentra separation transaction costs(1)
Income (loss) from operations
Income (loss) from operations
Income (loss) from operationsIncome (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
Equity in earnings of unconsolidated subsidiariesEquity in earnings of unconsolidated subsidiaries    6,167 
Interest expenseInterest expense    (41,052)
Interest expense
Interest expense
Income before income taxesIncome before income taxes    $86,082 

 Three Months Ended June 30, 2023
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
 (in thousands)
Adjusted EBITDA$65,496 $54,689 $32,850 $100,391 $(33,957) 
Depreciation and amortization(13,886)(6,887)(8,779)(18,283)(2,104) 
Stock compensation expense— — — — (10,326) 
Income (loss) from operations$51,610 $47,802 $24,071 $82,108 $(46,387)$159,204 
Equity in earnings of unconsolidated subsidiaries    10,501 
Interest expense    (48,997)
Income before income taxes    $120,708 

 Six Months Ended June 30, 2022
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
 (in thousands)
Adjusted EBITDA$55,986 $92,224 $60,197 $182,076 $(45,642) 
Depreciation and amortization(29,221)(13,977)(16,159)(37,542)(5,221) 
Stock compensation expense— — — (1,071)(16,698) 
Income (loss) from operations$26,765 $78,247 $44,038 $143,463 $(67,561)$224,952 
Equity in earnings of unconsolidated subsidiaries    11,564 
Interest expense    (76,566)
Income before income taxes    $159,950 
 Six Months Ended June 30, 2023
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
 (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 
(1)    Concentra separation transaction costs represent incremental consulting, legal, and audit-related fees incurred in connection with the Company’s planned separation of the Concentra segment into a new, publicly traded company and are included within general and administrative expenses on the Condensed Consolidated Statements of Operations.


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11.12.     Revenue from Contracts with Customers
The following tables disaggregate the Company’s revenue for the three and six months ended June 30, 2022March 31, 2023 and 2023:2024:
Three Months Ended June 30, 2022
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
Three Months Ended March 31, 2023Three Months Ended March 31, 2023
Critical Illness Recovery HospitalCritical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)(in thousands)
Patient service revenue:Patient service revenue:
Medicare
Medicare
MedicareMedicare$213,680 $105,030 $44,433 $195 $— $363,338 
Non-MedicareNon-Medicare329,118 113,001 224,957 439,779 — 1,106,855 
Total patient services revenuesTotal patient services revenues542,798 218,031 269,390 439,974 — 1,470,193 
Other revenueOther revenue3,110 10,856 17,868 1,383 81,331 114,548 
Total revenueTotal revenue$545,908 $228,887 $287,258 $441,357 $81,331 $1,584,741 
Three Months Ended June 30, 2023
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
Patient service revenue:
Medicare$207,743 $113,450 $46,647 $250 $— $368,090 
Non-Medicare366,498 115,436 236,246 465,367 — 1,183,547 
Total patient services revenues574,241 228,886 282,893 465,617 — 1,551,637 
Other revenue850 11,970 20,079 1,462 88,530 122,891 
Total revenue$575,091 $240,856 $302,972 $467,079 $88,530 $1,674,528 
Six Months Ended June 30, 2022
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
Patient service revenue:
Medicare$432,667 $208,051 $86,337 $372 $— $727,427 
Non-Medicare710,104 220,143 439,070 861,825 — 2,231,142 
Total patient services revenues1,142,771 428,194 525,407 862,197 — 2,958,569 
Other revenue4,892 21,327 33,791 2,583 163,126 225,719 
Total revenue$1,147,663 $449,521 $559,198 $864,780 $163,126 $3,184,288 
Six Months Ended June 30, 2023
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
Patient service revenue:
Medicare$437,126 $223,505 $92,448 $493 $— $753,572 
Non-Medicare729,803 225,361 468,231 919,965 — 2,343,360 
Total patient services revenues1,166,929 448,866 560,679 920,458 — 3,096,932 
Other revenue2,088 23,452 38,196 2,919 175,921 242,576 
Total revenue$1,169,017 $472,318 $598,875 $923,377 $175,921 $3,339,508 

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12.
Three Months Ended March 31, 2024
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
Patient service revenue:
Medicare$226,261 $126,386 $45,841 $266 $— $398,754 
Non-Medicare428,666 126,577 239,613 465,601 — 1,260,457 
Total patient services revenues654,927 252,963 285,454 465,867 — 1,659,211 
Other revenue953 12,737 17,704 1,731 96,473 129,598 
Total revenue$655,880 $265,700 $303,158 $467,598 $96,473 $1,788,809 
13.    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 six months ended June 30, 2022March 31, 2023 and 2023.2024.
(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
Three Months Ended June 30,Six Months Ended June 30,
2022202320222023
(in thousands)
Basic and Diluted EPS
Basic and Diluted EPS
Basic and Diluted EPS
Three Months Ended March 31,Three Months Ended March 31,
202320232024
(in thousands)(in thousands)
Net incomeNet income$66,262 $91,860 $122,188 $177,117 
Less: net income attributable to non-controlling interestsLess: net income attributable to non-controlling interests11,055 13,623 17,864 28,075 
Net income attributable to the CompanyNet income attributable to the Company55,207 78,237 104,324 149,042 
Less: Distributed and undistributed income attributable to participating securitiesLess: Distributed and undistributed income attributable to participating securities1,920 2,877 3,558 5,449 
Distributed and undistributed income attributable to common sharesDistributed 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 June 30,
20222023
Net Income Allocation
Shares(1)
Basic and Diluted EPSNet Income Allocation
Shares(1)
Basic and Diluted EPS
(in thousands, except for per share amounts)
Three Months Ended March 31,Three Months Ended March 31,
202320232024
Net Income AllocationNet Income Allocation
Shares(1)
Basic and Diluted EPSNet Income Allocation
Shares(1)
Basic and Diluted EPS
(in thousands, except for per share amounts)(in thousands, except for per share amounts)
Common sharesCommon shares$53,287 124,897 $0.43 $75,360 122,634 $0.61 
Participating securitiesParticipating securities1,920 4,500 $0.43 2,877 4,681 $0.61 
Total CompanyTotal Company$55,207 $78,237 
Six Months Ended June 30,
20222023
Net Income Allocation
Shares(1)
Basic and Diluted EPSNet Income Allocation
Shares(1)
Basic and Diluted EPS
(in thousands, except for per share amounts)
Common shares$100,766 126,942 $0.79 $143,593 122,594 $1.17 
Participating securities3,558 4,482 $0.79 5,449 4,652 $1.17 
Total Company$104,324 $149,042 
_______________________________________________________________________________

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

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13.14.    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$29.0 million for professional malpractice liability insurance and $19.0$29.0 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. 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 thatwhich, due to their nature or amount, are not covered by or not fully covered by the Company’sapplicable professional malpractice and general liability insurance policies. Thesepolicies, including workers compensation, property and casualty, directors and officers, cyber liability insurance, and employment practices liability insurance coverages. Our insurance policies also do not generally coverare silent with respect to punitive damages so coverage is available to the extent insurable under the law of any applicable jurisdiction, 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.Investigation. On August 24, 2020, the Company and Select Specialty Hospital – Oklahoma City, Inc. (“SSH–Oklahoma City”) received Civil Investigative Demandscivil 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 Company understands that the investigation arose from a qui tam lawsuit alleging billing fraud related to charges for respiratory therapy services at SSH-OklahomaSSH–Oklahoma City and Select Specialty Hospital - Wichita, Inc. The Company has produced documents in response to the CIDs and is fully cooperating with this investigation. At this time, the Company is unable to predict the timing and outcome of this matter.





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Physical Therapy 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 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 2022 and 2023, 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’s outpatient therapy clinics and Concentra. The Company has produced data and other documents requested by the DOJ and is fully cooperating on this investigation. At this time, the Company is unable to predict the timing and outcome of this matter.
California Department of Insurance Investigation. On February 5, 2024, Concentra received a subpoena from the California Department of Insurance relating to an investigation under the California Insurance Frauds Prevention Act (“IFPA”), Cal. Ins. Code § 1871.7 et seq., which allows a whistleblower to file a false claims lawsuit based on the submission of false or fraudulent claims to insurance companies. The subpoena seeks documentation relating mainly to Concentra’s billing and coding for physical therapy claims submitted to commercial insurers and workers compensation carriers located or doing business in California. The Company has produced data and other documents requested by the California Department of Insurance and is fully cooperating on this investigation. At this time, the Company is unable to predict the timing and outcome of this matter.
14.Perry Johnson & Associates, Inc. Data Breach. On November 10, 2023, Perry Johnson & Associates, Inc., a third-party vendor of health information technology solutions that provides medical transcription services (“PJ&A”), notified Concentra Health Services, Inc. (“Concentra”) that certain information related to particular Concentra patients was potentially affected by a cybersecurity event. In February 2024, Concentra sent notices to almost four million patients who may have been impacted by the data breach. During the first quarter of 2024, Concentra became aware of six putative class action lawsuits files against PJ&A and Concentra related to the data breach. The first was filed in the U.S. District Court for the Eastern District of Michigan on February 19, 2024 by Elliot Curry, individually and on behalf of all others similarly situated. Plaintiff alleged, among other things, that he became the victim of identity theft as a result of the PJ&A data breach and that Concentra had lax data security policies. The second was filed in the U.S. District Court for the Eastern District of New York on February 21, 2024 by Tiffany Williams and Jo Joaquim, individually and on behalf of all others similarly situated. Plaintiffs alleged, among other things, that they face an immediate and heightened risk of identity theft as a result of the data breach and that the defendants failed to take measures to properly safeguard their private information. The third was filed in the U.S. District Court for the Eastern District of Missouri on February 26, 2024 by Stephen Tate, a.k.a. Steven Tate, individually and on behalf of all others similarly situated. Plaintiff alleged, among other things, that he faces a heightened and imminent risk of identity theft as a result of the data breach and that the defendants failed to take measures to properly safeguard his private information. The fourth was filed in the U.S. District Court for the Eastern District of Michigan on February 26, 2024 by Eric Franczak, individually and on behalf of all others similarly situated. Plaintiff alleged, among other things, that he faces a substantially increased risk of fraud and identity theft as a result of the data breach and that the defendants failed to take measures to properly safeguard his private information. The fifth was filed in the U.S. District Court for the Eastern District of Michigan on March 6, 2024 by Lazema Johnson, individually and on behalf of all others similarly situated. Plaintiff alleged, among other things, that she faces a substantially increased risk of fraud and identity theft as a result of the data breach and that the defendants failed to take measures to properly safeguard her private information. The sixth was filed in the Superior Court of California, County of Los Angeles, on April 8, 2024 by Robert Valencia, individually and on behalf of all others similarly situated. Plaintiff alleged, among other things, that he faces a substantially increased risk of fraud and identity theft as a result of the data breach and that the defendants failed to take measures to properly safeguard his private information. The Company is working with its cybersecurity risk insurance policy carrier and does not believe that the data breach or the lawsuits will have a material impact on its operations or financial performance. However, at this time, the Company is unable to predict the timing and outcome of these matters.
15.     Subsequent Events
On August 2, 2023,May 1, 2024, the Company’s Board of Directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about September 1, 2023,May 30, 2024, to stockholders of record as of the close of business on August 15, 2023.
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.16, 2024.

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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:
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;
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 effectspublic threats such as a global pandemic, or widespread outbreak of an infectious disease, similar to the COVID-19 pandemic, including, but not limited to, the prolonged disruption to thecould negatively impact patient volumes and revenues, increase labor and other operating costs, disrupt global financial markets, increased operational costs due to recessionary pressures and labor costs, additional measures taken by government authorities and the private sector to limit the spread of COVID-19, andand/or further legislative and regulatory actions which impact healthcare providers, including actions that may impact the Medicare program;
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 facilities operated 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;
failure to complete or achieve some or all the expected benefits of the potential separation of Concentra;
private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;
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the failure to maintain established relationships with the physicians in the areas we serve could reduce our revenue and profitability;
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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;
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, 2022.2023.
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 June 30, 2023,March 31, 2024, we had operations in 46 states and the District of Columbia. We operated 108107 critical illness recovery hospitals in 28 states, 3233 rehabilitation hospitals in 1213 states, 1,9441,922 outpatient rehabilitation clinics in 39 states and the District of Columbia, 540547 occupational health centers in 41 states, and 141151 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 $3,339.5$1,788.8 million for the sixthree months ended June 30, 2023.March 31, 2024. Of this total, we earned approximately 35%37% of our revenue from our critical illness recovery hospital segment, approximately 14%15% from our rehabilitation hospital segment, approximately 18%17% from our outpatient rehabilitation segment, and approximately 28%26% 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 medicinehealth services.
On January 3, 2024, the Company announced its intention to separate Concentra, with the intention to create a new, publicly traded company by the end of the fiscal year 2024. On February 27, 2024, we received a private letter ruling from the U.S. Internal Revenue Service to the effect that the distribution of Concentra’s common stock to Select and our stockholders will be tax-free for U.S federal income tax purposes. On March 18, 2024, Concentra confidentially submitted a draft registration statement on From S-1 with the SEC relating to the proposed initial public offering of its common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is expected to occur after the SEC completes its review process, subject to market and other conditions. There can be no assurance regarding the ultimate timing of the planned separation or that such separation will be completed.



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Impact of the Change Healthcare Cybersecurity Incident
On February 22, 2024, UnitedHealth Group Incorporated indicated in a Form 8-K filing, that a cyber security threat actor had gained access to some of its Change Healthcare information technology systems. Upon receiving notification of the incident, we severed connectivity with all Change Healthcare-related systems and we are not aware of any impact on our own information technology systems. However, as a result of the incident, certain of our patient billing and collections processes were disrupted and alternative platforms needed to be enabled to resume normal patient billing and collections operations. The Company began to reconnect to certain applications maintained by Change Healthcare in late March 2024.
As of March 31, 2024, the impact on the Company was primarily a decrease in cash flows from operations, as further described in Liquidity and Capital Resources, driven by an increase in accounts receivable that is expected to return to more normalized levels in the second and third quarters of 2024. Although we utilized borrowing capacity under our revolving facility to fund the temporary shortfall in cash flows from operations, the Company continues to maintain strong liquidity and to date, the Change Healthcare incident has not had a material impact on the Company’s results of operations or financial condition.
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, transaction costs associated with the Concentra separation, 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 June 30,Six Months Ended June 30,Three Months Ended March 31,
2022202320222023 20232024
(in thousands) (in thousands)
Net incomeNet income$66,262 $91,860 $122,188 $177,117 
Income tax expenseIncome tax expense19,820 28,848 37,762 55,033 
Interest expenseInterest expense41,052 48,997 76,566 97,568 
Equity in earnings of unconsolidated subsidiariesEquity in earnings of unconsolidated subsidiaries(6,167)(10,501)(11,564)(19,057)
Equity in earnings of unconsolidated subsidiaries
Equity in earnings of unconsolidated subsidiaries
Income from operations
Income from operations
Income from operationsIncome from operations120,967 159,204 224,952 310,661 
Stock compensation expense:Stock compensation expense:    Stock compensation expense:  
Included in general and administrativeIncluded in general and administrative7,046 8,553 13,995 16,958 
Included in cost of servicesIncluded in cost of services1,900 1,773 3,774 3,549 
Depreciation and amortizationDepreciation and amortization51,081 49,939 102,120 102,364 
Concentra separation transaction costs(1)
Adjusted EBITDAAdjusted EBITDA$180,994 $219,469 $344,841 $433,532 

(1)    Concentra separation transaction costs represent incremental consulting, legal, and audit-related fees incurred in connection with the Company’s planned separation of the Concentra segment into a new, publicly traded company and are included within general and administrative expenses on the Condensed Consolidated Statements of Operations.
Other Significant Events
Dividend Payment
On February 16, 2023, and May 3, 2023, our Board of Directors declared a cash dividend of $0.125 per share. On both March 15, 2023, and May 31, 2023, cash dividends for both dividend payments totaling $15.9 million were paid.
Financing Transaction
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.
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Summary Financial Results
Three Months Ended June 30, 2023March 31, 2024
The following tables reconcile our segment performance measures to our consolidated operating results:
Three Months Ended June 30, 2023 Three Months Ended March 31, 2024
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
(in thousands)(in thousands)
RevenueRevenue$575,091 $240,856 $302,972 $467,079 $88,530 $1,674,528 
Operating expensesOperating expenses(509,595)(186,503)(270,361)(366,839)(132,813)(1,466,111)
Depreciation and amortizationDepreciation and amortization(13,886)(6,887)(8,779)(18,283)(2,104)(49,939)
Other operating incomeOther operating income— 336 239 151 — 726 
Income (loss) from operationsIncome (loss) from operations$51,610 $47,802 $24,071 $82,108 $(46,387)$159,204 
Depreciation and amortizationDepreciation and amortization13,886 6,887 8,779 18,283 2,104 49,939 
Concentra separation transaction costs
Stock compensation expenseStock compensation expense— — — — 10,326 10,326 
Adjusted EBITDAAdjusted EBITDA$65,496 $54,689 $32,850 $100,391 $(33,957)$219,469 
Adjusted EBITDA marginAdjusted EBITDA margin11.4 %22.7 %10.8 %21.5 %N/M13.1 %Adjusted EBITDA margin17.7 %23.1 %8.2 %20.6 %N/M14.6 %
Three Months Ended June 30, 2022 Three Months Ended March 31, 2023
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
(in thousands)(in thousands)
RevenueRevenue$545,908 $228,887 $287,258 $441,357 $81,331 $1,584,741 
Operating expensesOperating expenses(525,889)(179,042)(253,657)(349,267)(119,963)(1,427,818)
Depreciation and amortizationDepreciation and amortization(14,603)(7,175)(8,130)(18,730)(2,443)(51,081)
Other operating income (expense)— — — (19)15,144 15,125 
Income (loss) from operations
Income (loss) from operations
Income (loss) from operationsIncome (loss) from operations$5,416 $42,670 $25,471 $73,341 $(25,931)$120,967 
Depreciation and amortizationDepreciation and amortization14,603 7,175 8,130 18,730 2,443 51,081 
Stock compensation expenseStock compensation expense— — — 536 8,410 8,946 
Adjusted EBITDAAdjusted EBITDA$20,019 $49,845 $33,601 $92,607 $(15,078)$180,994 
Adjusted EBITDA marginAdjusted EBITDA margin3.7 %21.8 %11.7 %21.0 %N/M11.4 %Adjusted EBITDA margin12.9 %20.4 %10.2 %20.5 %N/M12.9 %
Net income was $91.9$117.2 million for the three months ended June 30, 2023,March 31, 2024, compared to $66.3$85.3 million for the three months ended June 30, 2022.March 31, 2023.
The following table summarizes the changes in our segment performance measures for the three months ended June 30, 2023,March 31, 2024, compared to the three months ended June 30, 2022:March 31, 2023:
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
Change in revenueChange in revenue5.3 %5.2 %5.5 %5.8 %8.9 %5.7 %Change in revenue10.4 %14.8 %2.5 %2.5 %10.4 %7.4 %
Change in income from operationsChange in income from operations852.9 %12.0 %(5.5)%12.0 %N/M31.6 %Change in income from operations64.3 %34.6 %(27.6)%0.3 %N/M28.1 %
Change in Adjusted EBITDAChange in Adjusted EBITDA227.2 %9.7 %(2.2)%8.4 %N/M21.3 %Change in Adjusted EBITDA51.0 %30.0 %(17.5)%2.6 %N/M22.4 %
_______________________________________________________________________________
N/M —     Not meaningful.




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Six Months Ended June 30, 2023
The following tables reconcile our segment performance measures to our consolidated operating results:
 Six Months Ended June 30, 2023
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
Revenue$1,169,017 $472,318 $598,875 $923,377 $175,921 $3,339,508 
Operating expenses(1,026,748)(370,749)(536,065)(729,567)(264,080)(2,927,209)
Depreciation and amortization(30,523)(13,775)(17,236)(36,593)(4,237)(102,364)
Other operating income— 336 239 151 — 726 
Income (loss) from operations$111,746 $88,130 $45,813 $157,368 $(92,396)$310,661 
Depreciation and amortization30,523 13,775 17,236 36,593 4,237 102,364 
Stock compensation expense— — — 178 20,329 20,507 
Adjusted EBITDA$142,269 $101,905 $63,049 $194,139 $(67,830)$433,532 
Adjusted EBITDA margin12.2 %21.6 %10.5 %21.0 %N/M13.0 %
 Six Months Ended June 30, 2022
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
(in thousands)
Revenue$1,147,663 $449,521 $559,198 $864,780 $163,126 $3,184,288 
Operating expenses(1,091,677)(357,297)(499,001)(683,756)(240,610)(2,872,341)
Depreciation and amortization(29,221)(13,977)(16,159)(37,542)(5,221)(102,120)
Other operating income (expense)— — — (19)15,144 15,125 
Income (loss) from operations$26,765 $78,247 $44,038 $143,463 $(67,561)$224,952 
Depreciation and amortization29,221 13,977 16,159 37,542 5,221 102,120 
Stock compensation expense— — — 1,071 16,698 17,769 
Adjusted EBITDA$55,986 $92,224 $60,197 $182,076 $(45,642)$344,841 
Adjusted EBITDA margin4.9 %20.5 %10.8 %21.1 %N/M10.8 %
Net income was $177.1 million for the six months ended June 30, 2023, compared to $122.2 million for the six months ended June 30, 2022.
The following table summarizes the changes in our segment performance measures for the six months ended June 30, 2023, compared to the six months ended June 30, 2022:
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
ConcentraOtherTotal
Change in revenue1.9 %5.1 %7.1 %6.8 %7.8 %4.9 %
Change in income from operations317.5 %12.6 %4.0 %9.7 %N/M38.1 %
Change in Adjusted EBITDA154.1 %10.5 %4.7 %6.6 %N/M25.7 %
_______________________________________________________________________________
N/M —     Not meaningful.
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Regulatory Changes
Our Annual Report on Form 10-K for the year ended December 31, 2022,2023, filed with the SEC on February 23, 2023,22, 2024, 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 22% and 23% of our revenue for the sixthree months ended June 30, 2023,March 31, 2024, and for the year ended December 31, 2022.2023, respectively.
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 until February 9, 2023. On February 9,through May 11, 2023, the HHS Secretary signed the final renewal andend of the public health emergency ended on May 11, 2023.emergency. The COVID-19 national emergency that was declared by President Trump on March 13, 2020, 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 result of the COVID-19 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 excused health care providers or suppliers from specific program requirements. Our Annual Report on Form 10-K for the year ended December 31, 20222023, contains a detailed discussion of the federal health care program changes made in response to the 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 waiver of the IRF 60% Rule and the waiver of Medicare statutory requirements regarding site neutral payments to 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. As a result, LTCH 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.
In addition, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and related legislation temporarily suspended the 2% cut to Medicare payments due to sequestration from May 1, 2020, through March 31, 2022, and reduced the sequestration adjustment from 2% to 1% from April 1 through June 30, 2022. The full 2% 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. 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 was deferred by Congress until 2025.
The CARES Act and related legislation also provided more than $178 billion in appropriations for the 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 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 use of the funds via an online portal by specific deadlines established by HHS based on the date of the payment. 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. Additional distributions are not expected and as a result, the Company does not expect to recognize additional income associated with these funds in the future.


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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 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 iswas set at $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 includesincluded a market basket increase of 4.1%, less a productivity adjustment of 0.3%. The standard federal rate also includesincluded an area wage budget neutrality factor of 1.0004304. As a result of the CARES Act, all LTCH cases arewere paid at the standard federal rate during the public health emergency. When the public health emergency ended on May 11, 2023, CMS 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 iswas set at $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 iswas set at $38,788, an increase from the fixed-loss amount in the 2022 fiscal year of $30,988.
Fiscal Year 2024. On August 1,28, 2023, CMS published a display copy of the final rule to updateupdating 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). Certain errors in the final rule were corrected in a document published on October 4, 2023. 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.
Fiscal Year 2025. On April 10, 2024, CMS released a display copy of the proposed rule to update policies and payment rates for the LTCH-PPS for fiscal year 2025 (affecting discharges and cost reporting periods beginning on or after October 1, 2024, through September 30, 2025). CMS is expected to issue the final rule in August or shortly thereafter. The proposed standard federal rate for fiscal year 2025 is $49,263, an increase from the standard federal rate applicable during fiscal year 2024 of $48,117. The proposed update to the standard federal rate for fiscal year 2025 includes a market basket increase of 3.2%, less a productivity adjustment of 0.4%. The proposed standard federal rate also includes an area wage budget neutrality factor of 0.9959347. The proposed fixed-loss amount for high cost outlier cases paid under LTCH-PPS is $90,921, an increase from the fixed-loss amount in the 2024 fiscal year of $59,873. The proposed fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate is $49,237, an increase from the fixed-loss amount in the 2024 fiscal year of $42,750.
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 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.
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.



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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). Certain errors in the final rule were corrected in a document published on October 4, 2023. 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.
Fiscal Year 2025. On March 29, 2024, CMS published a proposed rule to update policies and payment rates for the IRF-PPS for fiscal year 2025 (affecting discharges and cost reporting periods beginning on or after October 1, 2024, through September 30, 2025). The standard payment conversion factor for discharges for fiscal year 2025 would be set at $18,872, an increase from the standard payment conversion factor applicable during fiscal year 2024 of $18,541. The update to the standard payment conversion factor for fiscal year 2025, if adopted, would include a market basket increase of 3.2%, less a productivity adjustment of 0.4%. CMS proposed to increase the outlier threshold amount for fiscal year 2025 to $12,158 from $10,423 established in the final rule for fiscal year 2024.
Medicare Reimbursement of Outpatient Rehabilitation Clinic Services
Our Annual Report on Form 10-K for the year ended December 31, 2023 contains a detailed discussion of Medicare reimbursement that affects our outpatient rehabilitation clinic operations in Part I — Business — Government Regulations and in Part II — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Changes. 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. In
For calendar years 2021 and 2022, CMS’s expected decreases in Medicare reimbursement were mostly offset by one-time increases in payments as a result of other legislation passed by Congress. Payments under the display copy of the calendar year 20242023 MPFS physician fee schedule proposed rule, CMS calculated the payment rates without the 2.5% payment increase to calendar year 2023 rates from the Consolidated Appropriations Act of 2023, but with 1.25% payment increase to calendar year 2024 rates from that legislation. As a result of the lower statutory payment increasedecreased by 2%, and for calendar year 2024, and a negative 2.17% budget neutrality adjustment associated with changes to the relative value units, physician fee schedule payments are expected to decreasefinal CMS policies resulted in 2024. CMS expects that its proposed policies for 2024 would result in a 2%an approximate 3% decrease in Medicare payments for the therapy specialty. CMSOn March 9, 2024, President Biden signed into law the Consolidated Appropriations Act, 2024, which mitigated Medicare physician payment cuts by 1.68%, resulting in a lower, 1.69% cut to payments. The full 3.37% cut was applied to payments for services provided between January 1, 2024 and the March 9, 2024 effective date. The Consolidated Appropriations Act, 2024 also proposes changesextends the Medicare physician work geographic index floor through December 31, 2024. The steps Congress has taken to reduce the quality payment program, including a transition from the Merit‑Based Incentive Payment System (“MIPS”)cuts to the MIPS Value Pathways (“MVPs”). First, CMS proposes revisions to the existing set of 12 MVPs that it previously adopted in the calendar year 2022 and 2023 final rules. CMS would remove certain improvement activities from these MVPs and add other quality measures for MVP participants to choose from for data reporting. CMS also proposes to consolidate two of the existing MVPs 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 reportingMedicare physician payments for the calendar yearremainder of 2024 performance period.are temporary and will not carry over into 2025.
Modifiers to Identify Services of Physical Therapy Assistants or Occupational Therapy Assistants
Our Annual Report on Form 10-K for the year ended December 31, 20222023, contains a detailed discussion of Medicare regulations concerning services provided by physical therapy assistants and occupational therapy assistants in Part I — Business — Government Regulations and in Part II — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Changes. There have been no significant updates to these regulations subsequently.
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Operating Statistics
The following table sets forth operating statistics for each of our 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 June 30,Six Months Ended June 30,Three Months Ended March 31,
2022202320222023 20232024
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)
105 105 104 103 
Number of hospitals acquiredNumber of hospitals acquired
Number of hospital start-upsNumber of hospital start-ups— 
Number of hospitals closed/soldNumber of hospitals closed/sold(2)— (2)— 
Number of consolidated hospitals—end of period(1)
Number of consolidated hospitals—end of period(1)
105 108 105 108 
Available licensed beds(3)
Available licensed beds(3)
4,509 4,547 4,509 4,547 
Available licensed beds(3)
Available licensed beds(3)
Admissions(3)(4)
Admissions(3)(4)
8,806 8,925 18,263 18,363 
Patient days(3)(5)
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 30 30 30 
Revenue per patient day(3)(7)
Revenue per patient day(3)(7)
$1,987 $2,076 $2,032 $2,067 
Occupancy rate(3)(8)
Occupancy rate(3)(8)
67 %68 %69 %70 %
Occupancy rate(3)(8)
72 %71 %
Percent patient days—Medicare(3)(9)
Percent patient days—Medicare(3)(9)
41 %37 %39 %38 %
Percent patient days—Medicare(3)(9)
39 %36 %
Rehabilitation hospital data:Rehabilitation hospital data:
Number of consolidated hospitals—start of period(1)
Number of consolidated hospitals—start of period(1)
Number of consolidated hospitals—start of period(1)
Number of consolidated hospitals—start of period(1)
20 20 20 20 
Number of hospitals acquiredNumber of hospitals acquired— — — — 
Number of hospital start-upsNumber of hospital start-ups— — — — 
Number of hospitals closed/soldNumber 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 unconsolidated hospitals managed—end of period(2)
Number of unconsolidated hospitals managed—end of period(2)
11 12 11 12 
Total number of hospitals (all)—end of periodTotal number of hospitals (all)—end of period31 32 31 32 
Available licensed beds(3)
Available licensed beds(3)
1,391 1,443 1,391 1,443 
Admissions(3)(4)
Admissions(3)(4)
7,450 7,865 14,632 15,523 
Patient days(3)(5)
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)
15 14 15 14 
Revenue per patient day(3)(7)
Revenue per patient day(3)(7)
$1,928 $2,008 $1,935 $1,989 
Occupancy rate(3)(8)
Occupancy rate(3)(8)
86 %84 %85 %85 %
Occupancy rate(3)(8)
86 %87 %
Percent patient days—Medicare(3)(9)
Percent patient days—Medicare(3)(9)
47 %48 %47 %49 %
Percent patient days—Medicare(3)(9)
49 %49 %
Outpatient rehabilitation data:Outpatient rehabilitation data:  
Number of consolidated clinics—start of periodNumber of consolidated clinics—start of period1,584 1,632 1,572 1,622 
Number of consolidated clinics—start of period
Number of consolidated clinics—start of period
Number of clinics acquiredNumber of clinics acquired10 13 
Number of clinic start-upsNumber of clinic start-ups13 25 21 
Number of clinics closed/soldNumber of clinics closed/sold(6)(7)(8)(18)
Number of consolidated clinics—end of periodNumber of consolidated clinics—end of period1,599 1,638 1,599 1,638 
Number of unconsolidated clinics managed—end of periodNumber of unconsolidated clinics managed—end of period321 306 321 306 
Total number of clinics (all)—end of periodTotal number of clinics (all)—end of period1,920 1,944 1,920 1,944 
Number of visits(3)(10)
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)
$103 $100 $103 $100 
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Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
2022202320222023 20232024
Concentra data:Concentra data:
Number of consolidated centers—start of period
Number of consolidated centers—start of period
Number of consolidated centers—start of periodNumber of consolidated centers—start of period518 539 518 540 
Number of centers acquiredNumber of centers acquired
Number of center start-upsNumber of center start-ups— — — — 
Number of centers closed/soldNumber of centers closed/sold(2)— (3)(1)
Number of consolidated centers—end of periodNumber of consolidated centers—end of period518 540 518 540 
Number of onsite clinics operated—end of periodNumber of onsite clinics operated—end of period148 141 148 141 
Number of visits(3)(10)
Number of visits(3)(10)
3,214,512 3,267,894 6,331,410 6,485,839 
Number of visits(3)(10)
Number of visits(3)(10)
Revenue per visit(3)(11)
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 or revenues generated from COVID-19 screening and testing services.
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Results of Operations
The following table outlines selected operating data as a percentage of revenue for the periods indicated:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
2022202320222023 20232024
RevenueRevenue100.0 %100.0 %100.0 %100.0 %Revenue100.0 %100.0 %
Costs and expenses:Costs and expenses:
Cost of services, exclusive of depreciation and amortization(1)
Cost of services, exclusive of depreciation and amortization(1)
Cost of services, exclusive of depreciation and amortization(1)
Cost of services, exclusive of depreciation and amortization(1)
87.7 85.0 87.9 85.1 
General and administrativeGeneral and administrative2.4 2.5 2.3 2.5 
Depreciation and amortizationDepreciation and amortization3.3 3.0 3.2 3.1 
Total costs and expensesTotal costs and expenses93.4 90.5 93.4 90.7 
Other operating incomeOther operating income1.0 — 0.5 — 
Income from operationsIncome from operations7.6 9.5 7.1 9.3 
Equity in earnings of unconsolidated subsidiariesEquity in earnings of unconsolidated subsidiaries0.4 0.6 0.4 0.6 
Equity in earnings of unconsolidated subsidiaries
Equity in earnings of unconsolidated subsidiaries
Interest expense
Interest expense
Interest expenseInterest expense(2.6)(2.9)(2.5)(2.9)
Income before income taxesIncome before income taxes5.4 7.2 5.0 7.0 
Income tax expenseIncome tax expense1.2 1.7 1.2 1.7 
Net incomeNet income4.2 5.5 3.8 5.3 
Net income attributable to non-controlling interestsNet income attributable to non-controlling interests0.7 0.8 0.5 0.8 
Net income attributable to Select Medical Holdings CorporationNet income attributable to Select Medical Holdings Corporation3.5 %4.7 %3.3 %4.5 %Net income attributable to Select Medical Holdings Corporation4.3 %5.4 %

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

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The following table summarizes selected financial data by segment for the periods indicated:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
20222023% Change20222023% Change 20232024% Change
(in thousands, except percentages) (in thousands, except percentages)
Revenue:Revenue:      Revenue:  
Critical illness recovery hospitalCritical illness recovery hospital$545,908 $575,091 5.3 %$1,147,663 $1,169,017 1.9 %Critical illness recovery hospital$593,926 $$655,880 10.4 10.4 %
Rehabilitation hospitalRehabilitation hospital228,887 240,856 5.2 449,521 472,318 5.1 
Outpatient rehabilitationOutpatient rehabilitation287,258 302,972 5.5 559,198 598,875 7.1 
ConcentraConcentra441,357 467,079 5.8 864,780 923,377 6.8 
Other(1)
Other(1)
81,331 88,530 8.9 163,126 175,921 7.8 
Total CompanyTotal Company$1,584,741 $1,674,528 5.7 %$3,184,288 $3,339,508 4.9 %Total Company$1,664,980 $$1,788,809 7.4 7.4 %
Income (loss) from operations:Income (loss) from operations:      Income (loss) from operations:  
Critical illness recovery hospitalCritical illness recovery hospital$5,416 $51,610 852.9 %$26,765 $111,746 317.5 %Critical illness recovery hospital$60,136 $$98,783 64.3 64.3 %
Rehabilitation hospitalRehabilitation hospital42,670 47,802 12.0 78,247 88,130 12.6 
Outpatient rehabilitationOutpatient rehabilitation25,471 24,071 (5.5)44,038 45,813 4.0 
ConcentraConcentra73,341 82,108 12.0 143,463 157,368 9.7 
Other(1)
Other(1)
(25,931)(46,387)N/M(67,561)(92,396)N/M
Other(1)
(46,009)(50,326)(50,326)N/MN/M
Total CompanyTotal Company$120,967 $159,204 31.6 %$224,952 $310,661 38.1 %Total Company$151,457 $$193,967 28.1 28.1 %
Adjusted EBITDA:Adjusted EBITDA:      Adjusted EBITDA:  
Critical illness recovery hospitalCritical illness recovery hospital$20,019 $65,496 227.2 %$55,986 $142,269 154.1 %Critical illness recovery hospital$76,773 $$115,940 51.0 51.0 %
Rehabilitation hospitalRehabilitation hospital49,845 54,689 9.7 92,224 101,905 10.5 
Outpatient rehabilitationOutpatient rehabilitation33,601 32,850 (2.2)60,197 63,049 4.7 
ConcentraConcentra92,607 100,391 8.4 182,076 194,139 6.6 
Other(1)
Other(1)
(15,078)(33,957)N/M(45,642)(67,830)N/M
Other(1)
(33,873)(36,493)(36,493)N/MN/M
Total CompanyTotal Company$180,994 $219,469 21.3 %$344,841 $433,532 25.7 %Total Company$214,063 $$261,917 22.4 22.4 %
Adjusted EBITDA margins:Adjusted EBITDA margins:      Adjusted EBITDA margins:  
Critical illness recovery hospitalCritical illness recovery hospital3.7 %11.4 % 4.9 %12.2 % Critical illness recovery hospital12.9 %17.7 % 
Rehabilitation hospitalRehabilitation hospital21.8 22.7 20.5 21.6 
Outpatient rehabilitationOutpatient rehabilitation11.7 10.8  10.8 10.5  
Outpatient rehabilitation
Outpatient rehabilitation10.2 8.2  
ConcentraConcentra21.0 21.5  21.1 21.0  Concentra20.5 20.6 20.6   
Other(1)
Other(1)
N/MN/M N/MN/M 
Other(1)
N/MN/M 
Total CompanyTotal Company11.4 %13.1 % 10.8 %13.0 % Total Company12.9 %14.6 % 
Total assets:Total assets:      Total assets:   
Critical illness recovery hospitalCritical illness recovery hospital$2,387,516 $2,492,370  $2,387,516 $2,492,370  Critical illness recovery hospital$2,507,265 $$2,608,979   
Rehabilitation hospitalRehabilitation hospital1,194,739 1,209,737 1,194,739 1,209,737 
Outpatient rehabilitationOutpatient rehabilitation1,360,600 1,399,782  1,360,600 1,399,782  
Outpatient rehabilitation
Outpatient rehabilitation1,397,823 1,423,740  
ConcentraConcentra2,301,296 2,314,328  2,301,296 2,314,328  Concentra2,300,632 2,362,848 2,362,848   
Other(1)
Other(1)
307,507 285,652  307,507 285,652  
Other(1)
290,947 228,868 228,868   
Total CompanyTotal Company$7,551,658 $7,701,869  $7,551,658 $7,701,869  Total Company$7,699,736 $$7,858,263   
Purchases of property, equipment, and other assets:Purchases of property, equipment, and other assets:      Purchases of property, equipment, and other assets:   
Critical illness recovery hospitalCritical illness recovery hospital$19,528 $31,363 $39,097 $55,021 
Rehabilitation hospitalRehabilitation hospital4,821 1,903  11,095 10,485  
Rehabilitation hospital
Rehabilitation hospital8,582 7,101  
Outpatient rehabilitationOutpatient rehabilitation9,314 10,476  18,728 20,408  Outpatient rehabilitation9,932 9,500 9,500   
ConcentraConcentra8,716 15,846  18,956 30,246  Concentra14,400 17,231 17,231   
Other(1)
Other(1)
3,953 (74) 5,301 2,239  
Other(1)
2,313 2,744 2,744   
Total CompanyTotal Company$46,332 $59,514  $93,177 $118,399  Total Company$58,885 $$52,517   

(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.
N/M — Not meaningful.
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Three Months Ended June 30, 2023,March 31, 2024, Compared to Three Months Ended June 30, 2022March 31, 2023
For the three months ended June 30, 2023,March 31, 2024, we had revenue of $1,674.5$1,788.8 million and income from operations of $159.2$194.0 million, respectively, as compared to revenue of $1,584.7$1,665.0 million and income from operations of $121.0$151.5 million for the three months ended June 30, 2022.March 31, 2023. For the three months ended June 30, 2023,March 31, 2024, Adjusted EBITDA was $219.5$261.9 million, with an Adjusted EBITDA margin of 13.1%14.6%, as compared to Adjusted EBITDA of $181.0$214.1 million and an Adjusted EBITDA margin of 11.4%12.9% for the three months ended June 30, 2022.March 31, 2023, respectively.
The mostA significant contributor to the improvement in our financial performance for the three months ended June 30, 2023,March 31, 2024, as compared to the three months ended June 30, 2022,March 31, 2023, was a decreasethe increase in labor costsrevenue in our critical illness recovery hospital segmentCritical Illness Recovery Hospital and Rehabilitation Hospital segments, 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 receiveddiscussed below 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.
Revenue
Critical Illness Recovery Hospital Segment.   Revenue increased 5.3%10.4% to $575.1$655.9 million for the three months ended June 30, 2023,March 31, 2024, compared to $545.9$593.9 million for the three months ended June 30, 2022. The increase in revenue was principally due to an increase in revenue per patient day.March 31, 2023. Revenue per patient day increased 4.5%7.8% to $2,076$2,219 for the three months ended June 30, 2023,March 31, 2024, compared to $1,987$2,058 for the three months ended June 30, 2022.March 31, 2023. Our patient days increased 1.2%2.7% to 276,366294,622 for the three months ended March 31, 2024, compared to 286,746 days for the three months ended June 30, 2023, compared to 273,133 days for the three months ended June 30, 2022. OccupancyMarch 31, 2023. Occupancy in our critical illness recovery hospitals was 68%71% and 67%72% for the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively.
Rehabilitation Hospital Segment.   Revenue increased 5.2%14.8% to $240.9$265.7 million for the three months ended June 30, 2023,March 31, 2024, compared to $228.9$231.5 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.March 31, 2023. Our patient days increased 0.8%8.3% to 109,680116,844 days for the three months ended June 30, 2023,March 31, 2024, compared to 108,812107,910 days for the three months ended June 30, 2022.March 31, 2023. Revenue per patient day increased 6.4% to $2,096 for the three months ended March 31, 2024, compared to $1,969 for the three months ended March 31, 2023. Occupancy in our rehabilitation hospitals was 84%87% and 86% for the three months ended June 30,March 31, 2024 and 2023, and 2022, respectively.
Outpatient Rehabilitation Segment.   Revenue increased 5.5%2.5% to $303.0$303.2 million for the three months ended June 30, 2023,March 31, 2024, compared to $287.3$295.9 million for the three months ended June 30, 2022.March 31, 2023. The increase in revenue was attributable to patient visits, which increased 11.0%3.7% to 2,720,4902,735,126 visits for the three months ended June 30, 2023,March 31, 2024, compared to 2,450,9122,636,770 visits for the three months ended June 30, 2022.March 31, 2023. Our revenue per visit was $100$99 for the three months ended June 30, 2023,March 31, 2024, compared to $103$101 for the three months ended June 30, 2022. The decrease in revenue per visit was primarily attributableMarch 31, 2023, principally due to a decrease in Medicare reimbursement including the impact of sequestration as discussed above under “Regulatory Changes”,and changes in payor mix, and an increase in variable discounts.mix.
Concentra Segment.   Revenue increased 5.8%2.5% to $467.1$467.6 million for the three months ended June 30, 2023,March 31, 2024, compared to $441.4$456.3 million for the three months ended June 30, 2022.March 31, 2023. The increase in revenue was primarily dueattributable to an increase in revenue per visit. Our revenue per visit, which increased 5.5%4.5% to $134$139 for the three months ended June 30, 2023,March 31, 2024, compared to $127$133 for the three months ended June 30, 2022.March 31, 2023. Our patient visits increased 1.7%were 3,155,655 for the three months ended March 31, 2024, compared to 3,267,8943,217,945 visits for the three months ended June 30, 2023, compared to 3,214,512 visits for the three months ended June 30, 2022. COVID-19 screening and testing services did not contribute to the Concentra segment’s revenue for the three months ended June 30, 2023, compared to $7.7 million of revenue from these services during the three months ended June 30, 2022.March 31, 2023.






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Operating Expenses
Our operating expenses consist principally of cost of services and general and administrative expenses. Our operating expenses were $1,466.1$1,543.1 million, or 87.5%86.3% of revenue, for the three months ended June 30, 2023,March 31, 2024, compared to $1,427.8$1,461.1 million, or 90.1%87.7% of revenue, for the three months ended June 30, 2022.March 31, 2023. Our cost of services, a major component of which is labor expense, was $1,423.6$1,494.6 million, or 85.0%83.6% of revenue, for the three months ended June 30, 2023,March 31, 2024, compared to $1,390.6$1,418.8 million, or 87.7%85.2% of revenue, for the three months ended June 30, 2022. March 31, 2023. The decrease in our operating expenses relative to our revenue was principally attributable to the decreased labor costs withinan increase in revenue in our critical illness recovery hospital segment, as explained further within the “Critical Illness Recovery Hospital and Rehabilitation Hospital segments. Adjusted EBITDA” discussion.General and administrative expenses were $42.5$48.4 million, or 2.7% of revenue, for the three months ended March 31, 2024, compared to $42.3 million, or 2.5% of revenue, for the three months ended June 30, 2023, compared to $37.3March 31, 2023. General and administrative expenses included $2.3 million or 2.4% of revenue,Concentra separation transaction costs for the three months ended June 30, 2022.March 31, 2024.
Other Operating Income
For the three months ended June 30, 2023,March 31, 2024, we had other operating income of $0.7 million, compared to $15.1 million for the three months ended June 30, 2022.$2.3 million. The other operating income for the three months ended June 30, 2022March 31, 2024 is principally included within the operating results of our other activities, and is primarily related to the recognitionCritical Illness Recovery Hospital segment.

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Table of payments received under the Provider Relief Fund for health care related expenses and lost revenues attributable to COVID-19.Contents
Adjusted EBITDA
Critical Illness Recovery Hospital Segment.  Adjusted EBITDA increased 227.2%51.0% to $65.5$115.9 million for the three months ended June 30, 2023,March 31, 2024, compared to $20.0$76.8 million for the three months ended June 30, 2022.March 31, 2023. Our Adjusted EBITDA margin for the critical illness recovery hospital segment was 11.4%17.7% for the three months ended June 30, 2023,March 31, 2024, compared to 3.7%12.9% for the three months ended June 30, 2022.March 31, 2023. The increases in our Adjusted EBITDA and Adjusted EBITDA margin during the three months ended June 30, 2023,March 31, 2024, as compared to the three months ended June 30, 2022,March 31, 2023, were principally due to an increase in net revenue as well as a decrease in labor costs. The decrease in labor costs resulted fromrevenue. Additionally, 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%20% during the three monthsyear ended June 30, 2023,March 31, 2024, as compared to the three monthsyear ended June 30, 2022,March 31, 2023, which was driven by an approximate 44%20% decrease in the utilization of contract registered nurses and an approximate 31%7% decrease in the rate per hour for contract registered nurses.
Rehabilitation Hospital Segment.   Adjusted EBITDA increased 9.7%30.0% to $54.7$61.4 million for the three months ended June 30, 2023,March 31, 2024, compared to $49.8$47.2 million for the three months ended June 30, 2022.March 31, 2023. Our Adjusted EBITDA margin for the rehabilitation hospital segment was 22.7%23.1% for the three months ended June 30, 2023,March 31, 2024, compared to 21.8%20.4% for the three months ended June 30, 2022.March 31, 2023. The increases in our Adjusted EBITDA and Adjusted EBITDA margin for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, were primarily driven byprincipally attributable to an increase in revenue.
Outpatient Rehabilitation Segment.   Adjusted EBITDA was $32.9$24.9 million for the three months ended June 30, 2023,March 31, 2024, compared to $33.6$30.2 million for the three months ended June 30, 2022.March 31, 2023. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 10.8%8.2% for the three months ended June 30, 2023,March 31, 2024, compared to 11.7%10.2% for the three months ended June 30, 2022.March 31, 2023. The decreasedecreases in our Adjusted EBITDA and Adjusted EBITDA margin were primarily due to an increase in labor costs and a decrease in revenue per visit duringfor the three months ended June 30, 2023, March 31, 2024, as compared to the three months ended June 30, 2022.March 31, 2023, were principally attributable due to higher labor costs, partially offset by an increase in revenue.
Concentra Segment.   Adjusted EBITDA increased 8.4%2.6% to $100.4$96.1 million for the three months ended June 30, 2023,March 31, 2024, compared to $92.6$93.7 million for the three months ended June 30, 2022.March 31, 2023. Our Adjusted EBITDA margin for the Concentra segment was 21.5%20.6% for the three months ended June 30, 2023,March 31, 2024, compared to 21.0%20.5% for the three months ended June 30, 2022.March 31, 2023. The increasesincrease in 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 primarilywas principally due to an increase in revenue.
Depreciation and Amortization
Depreciation and amortization expense was $49.9$54.1 million for the three months ended June 30, 2023,March 31, 2024, compared to $51.1$52.4 million for the three months ended June 30, 2022.



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Table of Contents
March 31, 2023.
Income from Operations
For the three months ended June 30, 2023,March 31, 2024, we had income from operations of $159.2$194.0 million, compared to $121.0$151.5 million for the three months ended June 30, 2022.March 31, 2023. The decline in labor costs experienced within our critical illness recovery hospital segment was the primary cause of the increase in income from operations is principally attributable to increases in revenue within our Critical Illness Recovery Hospital and Rehabilitation Hospital segments, as discussed above under “Adjusted EBITDARevenue.” 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.
Equity in Earnings of Unconsolidated Subsidiaries
For the three months ended June 30, 2023,March 31, 2024, we had equity in earnings of unconsolidated subsidiaries of $10.5$10.4 million, compared to $6.2$8.6 million for the three months ended June 30, 2022.March 31, 2023. The increase in equity in earnings is principally due to the improved operating performance of our rehabilitation businesses in which we are a minority owner.
Interest
Our term loan is subject to an interest rate cap, which limits the variable interest rate to 1.0% on $2.0 billion of principal outstanding under the term loan. The Adjusted Term SOFR rate was 5.20% at June 30, 2023, compared to 1.79% at June 30, 2022. Interest expense was $49.0 million for the three months ended June 30, 2023, compared to $41.1 million for the three months ended June 30, 2022. The increase in interest expense was caused by an increase in the borrowings made under the revolving facility, as well as an increase in the variable interest rate to the extent not mitigated by the interest rate cap.
Income Taxes
We recorded income tax expense of $28.8 million for the three months ended 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 23.0%. Our income tax expense is computed based on annual estimates which we allocate throughout the 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 our annual income and the components of our income tax expense change throughout the year.
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Six Months Ended 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, respectively.
The most significant contributor to the improvement in our financial performance for the six months ended June 30, 2023, compared to the six 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 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 recognized in other operating income during the six months ended June 30, 2023.
Revenue
Critical Illness Recovery Hospital Segment.   Revenue increased 1.9% to $1,169.0 million for the six months ended June 30, 2023, compared to $1,147.7 million for the six months ended June 30, 2022. Revenue per patient day increased 1.7% to $2,067 for the six months ended June 30, 2023, compared to $2,032 for the six months ended June 30, 2022. The increase in revenue per patient day 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 5.1% to $472.3 million for the six months ended June 30, 2023, compared to $449.5 million for the six months ended June 30, 2022. Revenue per patient day increased 2.8% to $1,989 for the six months ended June 30, 2023, compared to $1,935 for the six months ended June 30, 2022. Our patient days increased 2.6% to 218,047 days for the six months ended June 30, 2023, compared to 212,614 days for the six months ended June 30, 2022. Occupancy in our rehabilitation hospitals was 85% for both the six months ended June 30, 2023 and 2022.
Outpatient Rehabilitation Segment.   Revenue increased 7.1% to $598.9 million for the six months ended June 30, 2023, compared to $559.2 million for the six months ended June 30, 2022. The increase in revenue was attributable to patient visits, which increased 12.5% to 5,357,260 visits for the six months ended June 30, 2023, compared to 4,760,998 visits for the six months ended June 30, 2022. Our revenue per visit decreased to $100 for the six months ended June 30, 2023, compared to $103 for the six months ended June 30, 2022, primarily due to a decrease in Medicare reimbursement, including the impact of sequestration, changes in payor mix, and an increase in variable discounts.
Concentra Segment.   Revenue increased 6.8% to $923.4 million for the six months ended June 30, 2023, compared to $864.8 million for the six months ended June 30, 2022. The increase in revenue was due to increases in both revenue per visit and patient visits. Our revenue per visit increased 6.3% to $134 for the six months ended June 30, 2023, compared to $126 for the six months ended June 30, 2022. Our patient visits increased 2.4% to 6,485,839 for the six months ended June 30, 2023, compared to 6,331,410 visits for the six months ended June 30, 2022. COVID-19 screening and testing services did not contribute to the Concentra segment’s revenue for the six months ended June 30, 2023, compared to $16.7 million of revenue from these services during the six months ended June 30, 2022.
Operating Expenses
Our operating expenses consist principally of cost of services and general and administrative expenses. Our operating expenses were $2,927.2 million, or 87.6% of revenue, for the six months ended June 30, 2023, compared to $2,872.3 million, or 90.2% of revenue, for the six months ended June 30, 2022. Our cost of services, a major component of which is labor expense, was $2,842.4 million, or 85.1% of revenue, for the six months ended June 30, 2023, compared to $2,797.6 million, or 87.9% of revenue, for the six months ended June 30, 2022. The decrease in our operating expenses relative to our revenue was principally attributable to the decreased labor costs within our critical illness recovery hospital segment, as explained further within the “Adjusted EBITDA” discussion. General and administrative expenses were $84.8 million, or 2.5% of revenue, for the six months ended June 30, 2023, compared to $74.8 million, or 2.3% of revenue, for the six months ended June 30, 2022.
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Other Operating Income
For the sixmonths ended June 30, 2023, we had other operating income of $0.7 million, compared to $15.1 million for the six months ended June 30, 2022. The other operating income 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.
Adjusted EBITDA
Critical Illness Recovery Hospital Segment.  Adjusted EBITDA increased 154.1% to $142.3 million for the six months ended June 30, 2023, compared to $56.0 million for the six months ended June 30, 2022. Our Adjusted EBITDA margin for the critical illness recovery hospital segment was 12.2% for the six months ended June 30, 2023, compared to 4.9% for the six months ended June 30, 2022. The increases in our Adjusted EBITDA and Adjusted EBITDA margin during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, were principally due to 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, 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 71% during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, which was driven by an approximate 49% decrease in the utilization of contract registered nurses and an approximate 38% decrease in the rate per hour for contract registered nurses.
Rehabilitation Hospital Segment.   Adjusted EBITDA increased 10.5% to $101.9 million for the six months ended June 30, 2023, compared to $92.2 million for the six months ended June 30, 2022. Our Adjusted EBITDA margin for the rehabilitation hospital segment was 21.6% for the six months ended June 30, 2023, compared to 20.5% for the six months ended June 30, 2022. The increase in Adjusted EBITDA and Adjusted EBITDA margin for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, was primarily attributable to an increase in revenue.
Outpatient Rehabilitation Segment.   Adjusted EBITDA increased 4.7% to $63.0 million for the six months ended June 30, 2023, compared to $60.2 million for the six months ended June 30, 2022. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 10.5% for the six months ended June 30, 2023, compared to 10.8% for the six months ended June 30, 2022. The increase in our Adjusted EBITDA was primarily due to an increase in patient visits, partially offset by increases in labor costs and a decrease in revenue per visit for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022.
Concentra Segment.   Adjusted EBITDA increased 6.6% to $194.1 million for the six months ended June 30, 2023, compared to $182.1 million for the six months ended June 30, 2022. Our Adjusted EBITDA margin for the Concentra segment was 21.0% for the six months ended June 30, 2023, compared to 21.1% for the six months ended June 30, 2022. The increase in Adjusted EBITDA was primarily due to an increase in revenue, partially offset by increases in labor costs for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022.
Depreciation and Amortization
Depreciation and amortization expense was $102.4 million for the six months ended June 30, 2023, compared to $102.1 million for the six months ended June 30, 2022.
Income from Operations
For the six months ended June 30, 2023, we had income from operations of $310.7 million, compared to $225.0 million for the six months ended June 30, 2022. The decline in labor costs experienced within our critical illness recovery hospital segment was the primary cause of the increase in income from operations, as discussed above under “Adjusted EBITDA.” 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 during the six months ended June 30, 2023.
Equity in Earnings of Unconsolidated Subsidiaries
For the six months ended June 30, 2023, we had equity in earnings of unconsolidated subsidiaries of $19.1 million, compared to $11.6 million for the six months ended June 30, 2022. The increase in equity in earnings is principally due to the improved operating performance of our rehabilitation businesses in which we are a minority owner.
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Interest
Our term loan is subject to an interest rate cap, which limits the variable interest rate to 1.0% on $2.0 billion of principal outstanding under the term loan. The Adjusted Term SOFR rate was 5.20%5.33% at June 30, 2023,March 31, 2024, compared to 1.79%the one-month LIBOR rate of 4.86% at June 30, 2022.March 31, 2023. Interest expense was $97.6$50.8 million for the sixthree months ended June 30, 2023,March 31, 2024, compared to $76.6$48.6 million for the sixthree months ended June 30, 2022.March 31, 2023. The increase in interest expense was caused by anprincipally due to the increase in the borrowings made underborrowing spread on the revolving facility, as well as an increase in the variable interest rateterm loan resulting from Amendment No. 8 to the extent not mitigated by the interest rate cap.senior secured credit agreement.
Income Taxes
We recorded income tax expense of $55.0$36.5 million for the sixthree months ended June 30, 2023,March 31, 2024, which represented an effective tax rate of 23.7%. We recorded income tax expense of $37.8$26.2 million for the sixthree months ended June 30, 2022,March 31, 2023, which represented an effective tax rate of 23.6%23.5%.
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Liquidity and Capital Resources
Cash Flows for the SixThree Months Ended June 30, 2023March 31, 2024 and SixThree Months Ended June 30, 2022March 31, 2023
In the following, we discuss cash flows from operating activities, investing activities, and financing activities.
 Six Months Ended June 30,
 20222023
 (in thousands)
Cash flows provided by operating activities$178,018 $286,278 
Cash flows used in investing activities(114,094)(135,875)
Cash flows used in financing activities(43,565)(147,142)
Net increase in cash and cash equivalents20,359 3,261 
Cash and cash equivalents at beginning of period74,310 97,906 
Cash and cash equivalents at end of period$94,669 $101,167 
 Three Months Ended March 31,
 20232024
 (in thousands)
Net cash provided by (used in) operating activities$51,440 $(66,689)
Net cash used in investing activities(69,062)(57,657)
Net cash provided by financing activities3,419 132,960 
Net increase (decrease) in cash and cash equivalents(14,203)8,614 
Cash and cash equivalents at beginning of period97,906 84,006 
Cash and cash equivalents at end of period$83,703 $92,620 
Operating activities provided $286.3used $66.7 million of cash flows for the sixthree months ended June 30, 2023,March 31, 2024, compared to $178.0$51.4 million of cash flows provided by operating activities for the sixthree months ended June 30, 2022.March 31, 2023. The cash flows from operating activities 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 an increase in accounts receivable, partially offset by an increase in net income. Our patient billing and collection processes were impacted by the cyber attack on Change Healthcare, which was a driver of the increase in our accounts receivable, in addition to the increase in revenue.
Our days sales outstanding was 58 days at March 31, 2024, compared to 52 days at June 30,December 31, 2023. Our days sales outstanding was 54 days at March 31, 2023, compared to 55 days at December 31, 2022. Our days sales outstanding was 53 days at June 30, 2022, compared to 52 days at December 31, 2021. Our days sales outstanding will fluctuate based upon variability in our collection cycles and patient volumes. The increase in our days sales outstanding at March 31, 2024 was primarily due to the impact of the Change Healthcare cybersecurity incident.
Investing activities used $135.9$57.7 million of cash flows for the sixthree months ended June 30, 2023.March 31, 2024. The principal uses of cash were $118.4$52.5 million for purchases of property, equipment, and other assets, and $17.5$5.4 million for investments in and acquisitions of businesses. Investing activities used $114.1$69.1 million of cash flows for the sixthree months ended June 30, 2022.March 31, 2023. The principal uses of cash were $93.2$58.9 million for purchases of property, and equipment, and $26.2other assets, and $10.2 million for investments in and acquisitions of businesses.
Financing activities used $147.1provided $133.0 million of cash flows for the sixthree months ended June 30, 2023. The principal uses of cash were 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 non-controlling interests. Financing activities used $43.6 million of cash flows for the six months ended June 30, 2022. The principal uses of cash were $178.6 million for repurchases of common stock, $32.8 million of dividend payments to common stockholders and $18.7 million for distributions to and purchases of non-controlling interests.March 31, 2024. The principal source of cash was net borrowings under our revolving facility of $190.0$230.0 million. The principal uses of cash were payments of $79.1 million on our term loan, $16.0 million of dividend payments to common stockholders, and $12.8 million for distributions to and purchases of non-controlling interests. Financing activities provided $3.4 million of cash flows for the three months ended March 31, 2023. The principal source of cash was net borrowings under our revolving facility of $15.0 million and net borrowings on our other debt of $10.3 million. The principal uses of cash were $15.9 million of dividend payments to common stockholders and $8.0 million for distributions to and purchases of non-controlling interests.


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Capital Resources
Working capital.  We had net working capital of $116.3$256.0 million at June 30, 2023,March 31, 2024, compared to $116.2$9.2 million at December 31, 2022.2023. The increase in net working capital was principally due to an increase in accounts receivable and a decrease in our accrued expenses.
Credit facilities. On MayAt March 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.
At June 30, 2023,2024, Select had outstanding borrowings under its credit facilities consisting of a $2,103.4$2,013.4 million term loan (excluding unamortized original issue discounts and debt issuance costs of $7.1$14.1 million) and borrowings of $345.0$510.0 million under its revolving facility. At June 30, 2023,March 31, 2024, Select had $248.8$202.4 million of availability under its revolving facility after giving effect to $56.2$57.6 million of outstanding letters of credit.
Stock Repurchase Program.  Holdings’ Board of 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, 2023,2025, unless further extended or earlier terminated by the Board of Directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Holdings deems appropriate. Holdings funds this program with cash on hand and borrowings under its revolving facility. Holdings did not repurchase shares under the program during the sixthree months ended June 30, 2023.March 31, 2024. Since the inception of the program through June 30, 2023,March 31, 2024, 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
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 June 30, 2023,March 31, 2024, we had cash and cash equivalents of $101.2$92.6 million and $248.8$202.4 million of availability under the revolving facility after giving effect to $345.0$510.0 million of outstanding borrowings and $56.2$57.6 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 August 2, 2023,May 1, 2024, our Board of Directors declared a cash dividend of $0.125 per share. The dividend will be payable on or about September 1, 2023May 30, 2024 to stockholders of record as of the close of business on August 15, 2023.May 16, 2024.
There is no assurance that future dividends will be declared. The declaration and payment of dividends in the future are at the discretion of our Board of 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 of Directors may deem to be relevant.
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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 currentan 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
Refer to Note 2 – Accounting Policies of the notes to our condensed consolidated financial statements included herein for information regarding recent accounting pronouncements.
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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 bear interest rates that are indexed against Term SOFR.
At June 30, 2023,March 31, 2024, Select had outstanding borrowings under its credit facilities consisting of a $2,103.4$2,013.4 million term loan (excluding unamortized original issue discounts and debt issuance costs of $7.1$14.1 million) and $345.0$510.0 million of borrowings under its revolving facility.
In order to mitigate our exposure to rising interest rates, we entered intohave an interest rate cap transaction to limit our variable interestwhich limits the Term SOFR 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 June 30, 2023,March 31, 2024, the Adjusted Term SOFR rate was 5.20%5.33%. As of June 30, 2023, $103.4March 31, 2024, $13.4 million of our term loan borrowings are subject to variable interest rates. Subsequent to the expiration of our interest rate cap on September 30, 2024, all of our term loan borrowings will be subject to variable interest rates.
As of June 30, 2023,March 31, 2024, each 0.25% increase in market interest rates will impact the annual interest expense on our variable rate debt by $1.1 million.$3.8 million per year, which includes the impact of the expiration of the interest rate cap on September 30, 2024.
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 June 30, 2023,March 31, 2024, 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 secondfirst quarter ended June 30, 2023,March 31, 2024, 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.
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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to the “Litigation” section contained within Note 1314 – 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, 2022.2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer
Holdings’ Board of 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, 2023,2025, unless further extended or earlier terminated by the Board of Directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Holdings deems appropriate.
The following table provides information regarding repurchases of our common stock duringDuring the three months ended June 30, 2023.
 Total Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate 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 
Total49,370 $30.50 — $399,677,961 

(1)    TheMarch 31, 2024, Holdings did not repurchase shares purchased representunder the authorized common stock surrendered to us to satisfy tax withholding obligations associated with the vestingrepurchase program. The common stock repurchase program has an available capacity of restricted shares issued to employees, pursuant to the provisions$399.7 million as of our equity incentive plans.March 31, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2023,March 31, 2024, 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.
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ITEM 6. EXHIBITS
NumberDescription
10.1
31.1
31.2
32.1
101.INSXBRL 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover 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.
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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/ MartinMichael F. JacksonMalatesta
  MartinMichael F. JacksonMalatesta
  Executive Vice President and Chief Financial Officer
  (Duly Authorized Officer)
   
 By:/s/ Christopher S. Weigl
  Christopher S. Weigl
  Senior Vice President, Controller & Chief Accounting Officer
  (Principal Accounting Officer)
 
Dated:  August 3, 2023May 2, 2024
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