Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | 9 Months Ended |
Sep. 30, 2013 |
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | ' |
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | ' |
10. Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select’s 6.375% Senior Notes |
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Select’s 6.375% senior notes are fully and unconditionally guaranteed, except for customary limitations, on a senior basis by all of Select’s wholly-owned subsidiaries (the “Subsidiary Guarantors”) which is defined as a subsidiary where Select or a subsidiary of Select holds all of the outstanding ownership interests. Certain of Select’s subsidiaries did not guarantee the 6.375% senior notes (the “Non-Guarantor Subsidiaries”). |
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Select conducts a significant portion of its business through its subsidiaries. Presented below is condensed consolidating financial information for Select, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries at December 31, 2012 and September 30, 2013 and for the three and nine months ended September 30, 2012 and 2013. |
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The equity method has been used by Select with respect to investments in subsidiaries. The equity method has been used by Subsidiary Guarantors with respect to investments in Non-Guarantor Subsidiaries. Separate financial statements for Subsidiary Guarantors are not presented. |
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Select Medical Corporation |
Condensed Consolidating Balance Sheet |
September 30, 2013 |
(unaudited) |
|
| | Select Medical | | Subsidiary | | Non-Guarantor | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Subsidiaries |
Company Only) | | |
| | (in thousands) | |
| | | | | | | | | | | |
Assets | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 5,052 | | $ | 2,996 | | $ | 1,245 | | $ | — | | $ | 9,293 | |
Accounts receivable, net | | — | | 360,805 | | 62,529 | | — | | 423,334 | |
Current deferred tax asset | | 8,038 | | 2,945 | | 4,389 | | — | | 15,372 | |
Prepaid income taxes | | 4,044 | | — | | — | | — | | 4,044 | |
Intercompany receivables | | — | | 1,034,542 | | 100,930 | | (1,135,472 | )(a) | — | |
Other current assets | | 8,325 | | 26,783 | | 4,860 | | — | | 39,968 | |
Total Current Assets | | 25,459 | | 1,428,071 | | 173,953 | | (1,135,472 | ) | 492,011 | |
| | | | | | | | | | | |
Property and equipment, net | | 14,911 | | 426,915 | | 57,705 | | — | | 499,531 | |
Investment in affiliates | | 3,024,968 | | 80,282 | | — | | (3,105,250 | )(b) (c) | — | |
Goodwill | | — | | 1,641,836 | | — | | — | | 1,641,836 | |
Other identifiable intangibles | | — | | 71,831 | | — | | — | | 71,831 | |
Non-current deferred tax asset | | 8,097 | | — | | — | | (8,097 | )(d) | — | |
Other assets | | 36,509 | | 100,113 | | 593 | | — | | 137,215 | |
| | | | | | | | | | | |
Total Assets | | $ | 3,109,944 | | $ | 3,749,048 | | $ | 232,251 | | $ | (4,248,819 | ) | $ | 2,842,424 | |
| | | | | | | | | | | |
Liabilities and Equity | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | |
Bank overdrafts | | $ | 7,435 | | $ | — | | $ | — | | $ | — | | $ | 7,435 | |
Current portion of long-term debt and notes payable | | 9,467 | | 1,918 | | 2,581 | | — | | 13,966 | |
Accounts payable | | 7,554 | | 75,452 | | 13,354 | | — | | 96,360 | |
Intercompany payables | | 1,135,472 | | — | | — | | (1,135,472 | )(a) | — | |
Accrued payroll | | 516 | | 80,527 | | 260 | | — | | 81,303 | |
Accrued vacation | | 4,502 | | 45,567 | | 7,259 | | — | | 57,328 | |
Accrued interest | | 20,783 | | 1,222 | | — | | — | | 22,005 | |
Accrued other | | 52,028 | | 41,525 | | 9,372 | | — | | 102,925 | |
Due to third party payors | | — | | 733 | | 3,235 | | — | | 3,968 | |
Total Current Liabilities | | 1,237,757 | | 246,944 | | 36,061 | | (1,135,472 | ) | 385,290 | |
| | | | | | | | | | | |
Long-term debt, net of current portion | | 1,048,053 | | 367,232 | | 59,630 | | — | | 1,474,915 | |
Non-current deferred tax liability | | — | | 89,222 | | 9,734 | | (8,097 | )(d) | 90,859 | |
Other non-current liabilities | | 55,718 | | 23,028 | | 1,331 | | — | | 80,077 | |
| | | | | | | | | | | |
Total Liabilities | | 2,341,528 | | 726,426 | | 106,756 | | (1,143,569 | ) | 2,031,141 | |
| | | | | | | | | | | |
Redeemable non-controlling interest | | — | | — | | 11,623 | | — | | 11,623 | |
| | | | | | | | | | | |
Stockholder’s Equity: | | | | | | | | | | | |
Common stock | | 0 | | — | | — | | — | | 0 | |
Capital in excess of par | | 866,423 | | — | | — | | — | | 866,423 | |
Retained earnings (accumulated deficit) | | (98,007 | ) | 886,099 | | 18,438 | | (904,537 | )(c) | (98,007 | ) |
Subsidiary investment | | — | | 2,136,523 | | 64,190 | | (2,200,713 | )(b) | — | |
Total Select Medical Corporation Stockholder’s Equity | | 768,416 | | 3,022,622 | | 82,628 | | (3,105,250 | ) | 768,416 | |
| | | | | | | | | | | |
Non-controlling interest | | — | | — | | 31,244 | | — | | 31,244 | |
Total Equity | | 768,416 | | 3,022,622 | | 113,872 | | (3,105,250 | ) | 799,660 | |
| | | | | | | | | | | |
Total Liabilities and Equity | | $ | 3,109,944 | | $ | 3,749,048 | | $ | 232,251 | | $ | (4,248,819 | ) | $ | 2,842,424 | |
|
(a) Elimination of intercompany. |
(b) Elimination of investments in consolidated subsidiaries. |
(c) Elimination of investments in consolidated subsidiaries’ earnings. |
(d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. |
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Select Medical Corporation |
Condensed Consolidating Statement of Operations |
For the Three Months Ended September 30, 2013 |
(unaudited) |
|
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Guarantor |
Company Only) | | Subsidiaries |
| | (in thousands) | |
| | | | | | | | | | | |
Net operating revenues | | $ | 12 | | $ | 617,415 | | $ | 105,418 | | $ | — | | $ | 722,845 | |
| | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | |
Cost of services | | 608 | | 526,198 | | 90,475 | | — | | 617,281 | |
General and administrative | | 17,696 | | 44 | | — | | — | | 17,740 | |
Bad debt expense | | — | | 7,563 | | 1,699 | | — | | 9,262 | |
Depreciation and amortization | | 917 | | 12,831 | | 2,415 | | — | | 16,163 | |
Total costs and expenses | | 19,221 | | 546,636 | | 94,589 | | — | | 660,446 | |
| | | | | | | | | | | |
Income (loss) from operations | | (19,209 | ) | 70,779 | | 10,829 | | — | | 62,399 | |
| | | | | | | | | | | |
Other income and expense: | | | | | | | | | | | |
Intercompany interest and royalty fees | | (278 | ) | 310 | | (32 | ) | — | | — | |
Intercompany management fees | | 32,621 | | (27,386 | ) | (5,235 | ) | — | | — | |
Equity in earnings (losses) of unconsolidated subsidiaries | | — | | (196 | ) | 17 | | — | | (179 | ) |
Interest expense | | (14,192 | ) | (6,031 | ) | (1,029 | ) | — | | (21,252 | ) |
| | | | | | | | | | | |
Income (loss) from operations before income taxes | | (1,058 | ) | 37,476 | | 4,550 | | — | | 40,968 | |
| | | | | | | | | | | |
Income tax expense | | 44 | | 15,218 | | 499 | | — | | 15,761 | |
Equity in earnings of subsidiaries | | 24,374 | | 1,952 | | — | | (26,326 | )(a) | — | |
| | | | | | | | | | | |
Net income | | 23,272 | | 24,210 | | 4,051 | | (26,326 | ) | 25,207 | |
| | | | | | | | | | | |
Less: Net income attributable to non-controlling interests | | — | | — | | 1,935 | | — | | 1,935 | |
| | | | | | | | | | | |
Net income attributable to Select Medical Corporation | | $ | 23,272 | | $ | 24,210 | | $ | 2,116 | | $ | (26,326 | ) | $ | 23,272 | |
|
(a) Elimination of equity in earnings of subsidiaries. |
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Select Medical Corporation |
Condensed Consolidating Statement of Operations |
For the Nine Months Ended September 30, 2013 |
(unaudited) |
|
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Guarantor |
Company Only) | | Subsidiaries |
| | (in thousands) | |
| | | | | | | | | | | |
Net operating revenues | | $ | 322 | | $ | 1,913,597 | | $ | 315,554 | | $ | — | | $ | 2,229,473 | |
| | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | |
Cost of services | | 1,718 | | 1,599,493 | | 266,704 | | — | | 1,867,915 | |
General and administrative | | 52,915 | | 150 | | — | | — | | 53,065 | |
Bad debt expense | | — | | 22,485 | | 4,944 | | — | | 27,429 | |
Depreciation and amortization | | 2,862 | | 37,856 | | 7,154 | | — | | 47,872 | |
Total costs and expenses | | 57,495 | | 1,659,984 | | 278,802 | | — | | 1,996,281 | |
| | | | | | | | | | | |
Income (loss) from operations | | (57,173 | ) | 253,613 | | 36,752 | | — | | 233,192 | |
| | | | | | | | | | | |
Other income and expense: | | | | | | | | | | | |
Intercompany interest and royalty fees | | (1,033 | ) | 1,051 | | (18 | ) | — | | — | |
Intercompany management fees | | 114,597 | | (100,005 | ) | (14,592 | ) | — | | — | |
Loss on early retirement of debt | | (17,788 | ) | — | | — | | — | | (17,788 | ) |
Equity in earnings of unconsolidated subsidiaries | | — | | 1,375 | | 72 | | — | | 1,447 | |
Interest expense | | (44,345 | ) | (16,800 | ) | (3,059 | ) | — | | (64,204 | ) |
| | | | | | | | | | | |
Income (loss) from operations before income taxes | | (5,742 | ) | 139,234 | | 19,155 | | — | | 152,647 | |
| | | | | | | | | | | |
Income tax expense | | 1,956 | | 55,900 | | 714 | | | | 58,570 | |
Equity in earnings of subsidiaries | | 95,358 | | 12,073 | | — | | (107,431 | )(a) | — | |
| | | | | | | | | | | |
Net income | | 87,660 | | 95,407 | | 18,441 | | (107,431 | ) | 94,077 | |
| | | | | | | | | | | |
Less: Net income attributable to non-controlling interests | | — | | — | | 6,417 | | — | | 6,417 | |
| | | | | | | | | | | |
Net income attributable to Select Medical Corporation | | $ | 87,660 | | $ | 95,407 | | $ | 12,024 | | $ | (107,431 | ) | $ | 87,660 | |
|
(a) Elimination of equity in earnings of subsidiaries. |
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Select Medical Corporation |
Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended September 30, 2013 |
(unaudited) |
|
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation | Guarantors | Guarantor |
(Parent Company | | Subsidiaries |
Only) | | |
| | (in thousands) | |
| | | | | | | | | | | |
Operating activities | | | | | | | | | | | |
Net income | | $ | 87,660 | | $ | 95,407 | | $ | 18,441 | | $ | (107,431 | )(a) | $ | 94,077 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | | 2,862 | | 37,856 | | 7,154 | | — | | 47,872 | |
Provision for bad debts | | — | | 22,485 | | 4,944 | | — | | 27,429 | |
Equity in earnings of unconsolidated subsidiaries | | — | | (1,375 | ) | (72 | ) | — | | (1,447 | ) |
Loss on early retirement of debt | | 17,788 | | — | | — | | — | | 17,788 | |
Loss (gain) from disposal of assets | | — | | 25 | | (118 | ) | — | | (93 | ) |
Non-cash stock compensation expense | | 5,403 | | — | | — | | — | | 5,403 | |
Amortization of debt discount and issuance costs | | 6,418 | | — | | — | | — | | 6,418 | |
Changes in operating assets and liabilities, net of effects from acquisition of businesses: | | | | | | | | | | | |
Equity in earnings of subsidiaries | | (95,358 | ) | (12,073 | ) | — | | 107,431 | (a) | — | |
Accounts receivable | | — | | (75,295 | ) | (13,942 | ) | — | | (89,237 | ) |
Other current assets | | (2,725 | ) | (6,620 | ) | 1,703 | | — | | (7,642 | ) |
Other assets | | (7,829 | ) | 4,519 | | 99 | | — | | (3,211 | ) |
Accounts payable | | 2,880 | | 3,224 | | 694 | | — | | 6,798 | |
Due to third-party payors | | — | | 2,378 | | 512 | | — | | 2,890 | |
Accrued expenses | | (3,211 | ) | 10,381 | | 876 | | — | | 8,046 | |
Income and deferred taxes | | 5,593 | | — | | — | | — | | 5,593 | |
Net cash provided by operating activities | | 19,481 | | 80,912 | | 20,291 | | — | | 120,684 | |
| | | | | | | | | | | |
Investing activities | | | | | | | | | | | |
Purchases of property and equipment | | (1,428 | ) | (39,101 | ) | (4,802 | ) | — | | (45,331 | ) |
Proceeds from sale of assets | | — | | 62 | | 456 | | — | | 518 | |
Investment in businesses, net of distributions | | — | | (32,430 | ) | — | | — | | (32,430 | ) |
Acquisition of businesses, net of cash acquired | | — | | (848 | ) | — | | — | | (848 | ) |
Net cash used in investing activities | | (1,428 | ) | (72,317 | ) | (4,346 | ) | — | | (78,091 | ) |
| | | | | | | | | | | |
Financing activities | | | | | | | | | | | |
Borrowings on revolving credit facility | | 580,000 | | — | | — | | — | | 580,000 | |
Payments on revolving credit facility | | (645,000 | ) | — | | — | | — | | (645,000 | ) |
Borrowings on credit facility term loans, net of discount | | 298,500 | | — | | — | | — | | 298,500 | |
Payments on credit facility term loans | | (594,668 | ) | — | | — | | — | | (594,668 | ) |
Issuance of 6.375% senior notes | | 600,000 | | — | | — | | — | | 600,000 | |
Repurchase of 7 5/8% senior subordinated notes | | (70,000 | ) | — | | — | | — | | (70,000 | ) |
Borrowings of other debt | | 8,154 | | — | | 1,084 | | — | | 9,238 | |
Principal payments on other debt | | (5,971 | ) | (521 | ) | (975 | ) | — | | (7,467 | ) |
Debt issuance costs | | (18,820 | ) | — | | — | | — | | (18,820 | ) |
Dividends paid to Holdings | | (211,754 | ) | — | | — | | — | | (211,754 | ) |
Repayments of bank overdrafts | | (10,401 | ) | — | | — | | — | | (10,401 | ) |
Intercompany | | 21,889 | | (8,812 | ) | (13,077 | ) | — | | — | |
Distributions to non-controlling interests | | — | | — | | (3,072 | ) | — | | (3,072 | ) |
Net cash used in financing activities | | (48,071 | ) | (9,333 | ) | (16,040 | ) | — | | (73,444 | ) |
| | | | | | | | | | | |
Net decrease in cash and cash equivalents | | (30,018 | ) | (738 | ) | (95 | ) | — | | (30,851 | ) |
| | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | 35,070 | | 3,734 | | 1,340 | | — | | 40,144 | |
Cash and cash equivalents at end of period | | $ | 5,052 | | $ | 2,996 | | $ | 1,245 | | $ | — | | $ | 9,293 | |
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(a) Elimination of equity in earnings of consolidated subsidiaries. |
|
Select Medical Corporation |
Consolidating Balance Sheet |
December 31, 2012 |
(unaudited) |
|
| | Select Medical | | Subsidiary | | Non-Guarantor | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Subsidiaries |
Company Only) | | |
| | (in thousands) | |
| | | | | | | | | | | |
Assets | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 35,070 | | $ | 3,734 | | $ | 1,340 | | $ | — | | $ | 40,144 | |
Accounts receivable, net | | — | | 308,043 | | 53,531 | | (1,645 | )(a) | 359,929 | |
Current deferred tax asset | | 12,383 | | 1,060 | | 4,434 | | — | | 17,877 | |
Prepaid income taxes | | 3,895 | | — | | — | | — | | 3,895 | |
Intercompany receivables | | — | | 1,021,479 | | 102,694 | | (1,124,173 | )(b) | — | |
Other current assets | | 5,600 | | 19,655 | | 6,563 | | — | | 31,818 | |
Total Current Assets | | 56,948 | | 1,353,971 | | 168,562 | | (1,125,818 | ) | 453,663 | |
| | | | | | | | | | | |
Property and equipment, net | | 16,344 | | 425,677 | | 59,531 | | — | | 501,552 | |
Investment in affiliates | | 2,930,022 | | 82,475 | | — | | (3,012,497 | )(c) (d) | — | |
Goodwill | | — | | 1,640,534 | | — | | — | | 1,640,534 | |
Other identifiable intangibles | | — | | 71,745 | | — | | — | | 71,745 | |
Non-current deferred tax asset | | 5,107 | | — | | — | | (5,107 | )(e) | — | |
Other assets | | 28,680 | | 63,447 | | 692 | | — | | 92,819 | |
| | | | | | | | | | | |
Total Assets | | $ | 3,037,101 | | $ | 3,637,849 | | $ | 228,785 | | $ | (4,143,422 | ) | $ | 2,760,313 | |
| | | | | | | | | | | |
Liabilities and Equity | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | |
Bank overdrafts | | $ | 17,836 | | $ | — | | $ | — | | $ | — | | $ | 17,836 | |
Current portion of long-term debt and notes payable | | 8,916 | | 1,059 | | 1,671 | | — | | 11,646 | |
Accounts payable | | 4,674 | | 72,213 | | 12,660 | | — | | 89,547 | |
Intercompany payables | | 1,124,173 | | — | | — | | (1,124,173 | )(b) | — | |
Accrued payroll | | 186 | | 88,096 | | 304 | | — | | 88,586 | |
Accrued vacation | | 4,249 | | 44,508 | | 6,957 | | — | | 55,714 | |
Accrued interest | | 17,955 | | 804 | | — | | — | | 18,759 | |
Accrued other | | 58,650 | | 39,876 | | 8,754 | | — | | 107,280 | |
Due to third party payors | | — | | — | | 2,723 | | (1,645 | )(a) | 1,078 | |
Total Current Liabilities | | 1,236,639 | | 246,556 | | 33,069 | | (1,125,818 | ) | 390,446 | |
| | | | | | | | | | | |
Long-term debt, net of current portion | | 872,671 | | 358,104 | | 60,522 | | — | | 1,291,297 | |
Non-current deferred tax liability | | — | | 85,287 | | 9,330 | | (5,107 | )(e) | 89,510 | |
Other non-current liabilities | | 46,474 | | 20,275 | | 1,753 | | — | | 68,502 | |
| | | | | | | | | | | |
Total Liabilities | | 2,155,784 | | 710,222 | | 104,674 | | (1,130,925 | ) | 1,839,755 | |
| | | | | | | | | | | |
Redeemable non-controlling interests | | — | | — | | 10,811 | | — | | 10,811 | |
| | | | | | | | | | | |
Stockholder’s Equity: | | | | | | | | | | | |
Common stock | | 0 | | — | | — | | — | | 0 | |
Capital in excess of par | | 859,839 | | — | | — | | — | | 859,839 | |
Retained earnings | | 21,478 | | 790,692 | | 21,197 | | (811,889 | )(d) | 21,478 | |
Subsidiary investment | | — | | 2,136,935 | | 63,673 | | (2,200,608 | )(c) | — | |
Total Select Medical Corporation Stockholder’s Equity | | 881,317 | | 2,927,627 | | 84,870 | | (3,012,497 | ) | 881,317 | |
| | | | | | | | | | | |
Non-controlling interests | | — | | — | | 28,430 | | — | | 28,430 | |
Total Equity | | 881,317 | | 2,927,627 | | 113,300 | | (3,012,497 | ) | 909,747 | |
| | | | | | | | | | | |
Total Liabilities and Equity | | $ | 3,037,101 | | $ | 3,637,849 | | $ | 228,785 | | $ | (4,143,422 | ) | $ | 2,760,313 | |
|
(a) Reclass portion of due to third party payor to accounts receivable net in consolidation. |
(b) Elimination of intercompany. |
(c) Elimination of investments in consolidated subsidiaries. |
(d) Elimination of investments in consolidated subsidiaries’ earnings. |
(e) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. |
|
Select Medical Corporation |
Condensed Consolidating Statement of Operations |
For the Three Months Ended September 30, 2012 |
(unaudited) |
|
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Guarantor |
Company Only) | | Subsidiaries |
| | (in thousands) | |
| | | | | | | | | | | |
Net operating revenues | | $ | 14 | | $ | 616,610 | | $ | 97,045 | | $ | — | | $ | 713,669 | |
| | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | |
Cost of services | | 544 | | 514,136 | | 84,304 | | — | | 598,984 | |
General and administrative | | 17,742 | | (612 | ) | — | | — | | 17,130 | |
Bad debt expense | | — | | 9,525 | | 1,674 | | — | | 11,199 | |
Depreciation and amortization | | 832 | | 12,372 | | 2,333 | | — | | 15,537 | |
Total costs and expenses | | 19,118 | | 535,421 | | 88,311 | | — | | 642,850 | |
| | | | | | | | | | | |
Income (loss) from operations | | (19,104 | ) | 81,189 | | 8,734 | | — | | 70,819 | |
| | | | | | | | | | | |
Other income and expense: | | | | | | | | | | | |
Intercompany interest and royalty fees | | (469 | ) | 459 | | 10 | | — | | — | |
Intercompany management fees | | 34,811 | | (29,960 | ) | (4,851 | ) | — | | — | |
Loss on early retirement of debt | | (6,064 | ) | — | | — | | — | | (6,064 | ) |
Equity in earnings of unconsolidated subsidiaries | | — | | 1,146 | | 21 | | — | | 1,167 | |
Interest expense | | (14,676 | ) | (6,010 | ) | (1,054 | ) | — | | (21,740 | ) |
| | | | | | | | | | | |
Income (loss) from operations before income taxes | | (5,502 | ) | 46,824 | | 2,860 | | — | | 44,182 | |
| | | | | | | | | | | |
Income tax expense (benefit) | | (3,589 | ) | 21,020 | | (250 | ) | — | | 17,181 | |
Equity in earnings of subsidiaries | | 27,866 | | 2,123 | | — | | (29,989 | )(a) | — | |
| | | | | | | | | | | |
Net income | | 25,953 | | 27,927 | | 3,110 | | (29,989 | ) | 27,001 | |
| | | | | | | | | | | |
Less: Net income attributable to non-controlling interests | | — | | — | | 1,048 | | — | | 1,048 | |
| | | | | | | | | | | |
Net income attributable to Select Medical Corporation | | $ | 25,953 | | $ | 27,927 | | $ | 2,062 | | $ | (29,989 | ) | $ | 25,953 | |
|
(a) Elimination of equity in earnings of subsidiaries. |
|
Select Medical Corporation |
Condensed Consolidating Statement of Operations |
For the Nine Months Ended September 30, 2012 |
(unaudited) |
|
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Guarantor |
Company Only) | | Subsidiaries |
| | (in thousands) | |
| | | | | | | | | | | |
Net operating revenues | | $ | 111 | | $ | 1,910,563 | | $ | 297,209 | | $ | — | | $ | 2,207,883 | |
| | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | |
Cost of services | | 1,554 | | 1,567,080 | | 254,638 | | — | | 1,823,272 | |
General and administrative | | 51,197 | | (1,289 | ) | — | | — | | 49,908 | |
Bad debt expense | | — | | 27,199 | | 4,404 | | — | | 31,603 | |
Depreciation and amortization | | 2,255 | | 37,952 | | 6,957 | | — | | 47,164 | |
Total costs and expenses | | 55,006 | | 1,630,942 | | 265,999 | | — | | 1,951,947 | |
| | | | | | | | | | | |
Income (loss) from operations | | (54,895 | ) | 279,621 | | 31,210 | | — | | 255,936 | |
| | | | | | | | | | | |
Other income and expense: | | | | | | | | | | | |
Intercompany interest and royalty fees | | (2,025 | ) | 1,998 | | 27 | | — | | — | |
Intercompany management fees | | 91,940 | | (78,202 | ) | (13,738 | ) | — | | — | |
Loss on early retirement of debt | | (6,064 | ) | — | | — | | — | | (6,064 | ) |
Equity in earnings of unconsolidated subsidiaries | | — | | 6,340 | | 44 | | — | | 6,384 | |
Interest expense | | (40,823 | ) | (19,920 | ) | (3,204 | ) | — | | (63,947 | ) |
| | | | | | | | | | | |
Income (loss) from operations before income taxes | | (11,867 | ) | 189,837 | | 14,339 | | — | | 192,309 | |
| | | | | | | | | | | |
Income tax expense (benefit) | | (1,613 | ) | 75,924 | | 26 | | — | | 74,337 | |
Equity in earnings of subsidiaries | | 124,504 | | 11,234 | | — | | (135,738 | )(a) | — | |
| | | | | | | | | | | |
Net income | | 114,250 | | 125,147 | | 14,313 | | (135,738 | ) | 117,972 | |
| | | | | | | | | | | |
Less: Net income attributable to non-controlling interests | | — | | — | | 3,722 | | — | | 3,722 | |
| | | | | | | | | | | |
Net income attributable to Select Medical Corporation | | $ | 114,250 | | $ | 125,147 | | $ | 10,591 | | $ | (135,738 | ) | $ | 114,250 | |
|
(a) Elimination of equity in earnings of subsidiaries. |
|
Select Medical Corporation |
Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended September 30, 2012 |
(unaudited) |
|
| | Select Medical | | Subsidiary | | Non- | | Eliminations | | Consolidated | |
Corporation (Parent | Guarantors | Guarantor |
Company Only) | | Subsidiaries |
| | (in thousands) | |
| | | | | | | | | | | |
Operating activities | | | | | | | | | | | |
Net income | | $ | 114,250 | | $ | 125,147 | | $ | 14,313 | | $ | (135,738 | )(a) | $ | 117,972 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | |
Depreciation and amortization | | 2,255 | | 37,952 | | 6,957 | | — | | 47,164 | |
Provision for bad debts | | — | | 27,199 | | 4,404 | | — | | 31,603 | |
Equity in earnings of unconsolidated subsidiaries | | — | | (6,340 | ) | (44 | ) | — | | (6,384 | ) |
Loss on early retirement of debt | | 6,064 | | — | | — | | — | | 6,064 | |
Loss (gain) from disposal of assets | | — | | (3,501 | ) | 17 | | — | | (3,484 | ) |
Non-cash stock compensation expense | | 3,990 | | — | | — | | — | | 3,990 | |
Amortization of debt discount and issuance costs | | 5,215 | | — | | — | | — | | 5,215 | |
Changes in operating assets and liabilities, net of effects from acquisition of businesses: | | | | | | | | | | | |
Equity in earnings of subsidiaries | | (124,504 | ) | (11,234 | ) | — | | 135,738 | (a) | — | |
Accounts receivable | | — | | 7,296 | | (17,803 | ) | — | | (10,507 | ) |
Other current assets | | 1,182 | | (2,141 | ) | (890 | ) | — | | (1,849 | ) |
Other assets | | (604 | ) | 1,688 | | 186 | | — | | 1,270 | |
Accounts payable | | 418 | | (5,842 | ) | 1,326 | | — | | (4,098 | ) |
Due to third-party payors | | — | | (10,928 | ) | 11,288 | | — | | 360 | |
Accrued expenses | | 3,870 | | (1,912 | ) | 998 | | — | | 2,956 | |
Income and deferred taxes | | 14,481 | | — | | — | | — | | 14,481 | |
Net cash provided by operating activities | | 26,617 | | 157,384 | | 20,752 | | — | | 204,753 | |
| | | | | | | | | | | |
Investing activities | | | | | | | | | | | |
Purchases of property and equipment | | (3,617 | ) | (31,978 | ) | (9,593 | ) | — | | (45,188 | ) |
Proceeds from sale of assets | | — | | 16,511 | | — | | — | | 16,511 | |
Investment in business, net of distributions | | — | | (9,899 | ) | — | | — | | (9,899 | ) |
Acquisition of businesses, net of cash acquired | | — | | (1,547 | ) | — | | — | | (1,547 | ) |
Net cash used in investing activities | | (3,617 | ) | (26,913 | ) | (9,593 | ) | — | | (40,123 | ) |
| | | | | | | | | | | |
Financing activities | | | | | | | | | | | |
Borrowings on revolving credit facility | | 365,000 | | — | | — | | — | | 365,000 | |
Payments on revolving credit facility | | (405,000 | ) | — | | — | | — | | (405,000 | ) |
Borrowings on credit facility term loans, net of discount | | 266,750 | | — | | — | | — | | 266,750 | |
Payments on credit facility term loans | | (7,063 | ) | — | | — | | — | | (7,063 | ) |
Repurchase of 7 5/8% senior subordinated notes | | (278,495 | ) | — | | — | | — | | (278,495 | ) |
Borrowings of other debt | | 5,557 | | — | | 278 | | — | | 5,835 | |
Principal payments on other debt | | (6,667 | ) | (322 | ) | (428 | ) | — | | (7,417 | ) |
Debt issuance costs | | (4,236 | ) | — | | — | | — | | (4,236 | ) |
Dividends paid to Holdings | | (57,467 | ) | — | | — | | — | | (57,467 | ) |
Equity investment by Holdings | | 1,104 | | — | | — | | — | | 1,104 | |
Repayment of bank overdrafts | | (3,011 | ) | — | | — | | — | | (3,011 | ) |
Intercompany | | 134,170 | | (126,614 | ) | (7,556 | ) | — | | — | |
Distributions to non-controlling interests | | — | | — | | (2,997 | ) | — | | (2,997 | ) |
Net cash provided by (used in) financing activities | | 10,642 | | (126,936 | ) | (10,703 | ) | — | | (126,997 | ) |
| | | | | | | | | | | |
Net increase in cash and cash equivalents | | 33,642 | | 3,535 | | 456 | | — | | 37,633 | |
| | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | 11,427 | | — | | 616 | | — | | 12,043 | |
Cash and cash equivalents at end of period | | $ | 45,069 | | $ | 3,535 | | $ | 1,072 | | $ | — | | $ | 49,676 | |
|
(a) Elimination of equity in earnings of consolidated subsidiaries. |
|