Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 01, 2019 | Jun. 29, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | SELECT MEDICAL HOLDINGS CORP | ||
Entity Central Index Key | 1,320,414 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,963,731,627 | ||
Entity Common Stock, Shares Outstanding | 135,262,167 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 175,178 | $ 122,549 |
Accounts receivable | 706,676 | 691,732 |
Prepaid income taxes | 20,539 | 31,387 |
Other current assets | 90,131 | 75,158 |
Total Current Assets | 992,524 | 920,826 |
Property and equipment, net | 979,810 | 912,591 |
Goodwill | 3,320,726 | 2,782,812 |
Identifiable intangible assets, net | 437,693 | 326,519 |
Other assets | 233,512 | 184,418 |
Total Assets | 5,964,265 | 5,127,166 |
Current Liabilities: | ||
Overdrafts | 25,083 | 29,463 |
Current portion of long-term debt and notes payable | 43,865 | 22,187 |
Accounts payable | 146,693 | 128,194 |
Accrued payroll | 172,386 | 160,562 |
Accrued vacation | 110,660 | 92,875 |
Accrued interest | 12,137 | 19,885 |
Accrued other | 190,691 | 143,166 |
Income taxes payable | 3,671 | 9,071 |
Total Current Liabilities | 705,186 | 605,403 |
Long-term debt, net of current portion | 3,249,516 | 2,677,715 |
Non-current deferred tax liability | 153,895 | 124,917 |
Other non-current liabilities | 158,940 | 145,709 |
Total Liabilities | 4,267,537 | 3,553,744 |
Commitments and contingencies (Note 17) | ||
Redeemable non-controlling interests | 780,488 | 640,818 |
Stockholders’ Equity: | ||
Common stock | 135 | 134 |
Capital in excess of par | 482,556 | 463,499 |
Retained earnings (accumulated deficit) | 320,351 | 359,735 |
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 803,042 | 823,368 |
Non-controlling interests | 113,198 | 109,236 |
Total Equity | 916,240 | 932,604 |
Total Liabilities and Equity | 5,964,265 | 5,127,166 |
Select Medical Corporation | ||
Current Assets: | ||
Cash and cash equivalents | 175,178 | 122,549 |
Accounts receivable | 706,676 | 691,732 |
Prepaid income taxes | 20,539 | 31,387 |
Other current assets | 90,131 | 75,158 |
Total Current Assets | 992,524 | 920,826 |
Property and equipment, net | 979,810 | 912,591 |
Goodwill | 3,320,726 | 2,782,812 |
Identifiable intangible assets, net | 437,693 | 326,519 |
Other assets | 233,512 | 184,418 |
Total Assets | 5,964,265 | 5,127,166 |
Current Liabilities: | ||
Overdrafts | 25,083 | 29,463 |
Current portion of long-term debt and notes payable | 43,865 | 22,187 |
Accounts payable | 146,693 | 128,194 |
Accrued payroll | 172,386 | 160,562 |
Accrued vacation | 110,660 | 92,875 |
Accrued interest | 12,137 | 19,885 |
Accrued other | 190,691 | 143,166 |
Income taxes payable | 3,671 | 9,071 |
Total Current Liabilities | 705,186 | 605,403 |
Long-term debt, net of current portion | 3,249,516 | 2,677,715 |
Non-current deferred tax liability | 153,895 | 124,917 |
Other non-current liabilities | 158,940 | 145,709 |
Total Liabilities | 4,267,537 | 3,553,744 |
Commitments and contingencies (Note 17) | ||
Redeemable non-controlling interests | 780,488 | 640,818 |
Stockholders’ Equity: | ||
Common stock | 0 | 0 |
Capital in excess of par | 970,156 | 947,370 |
Retained earnings (accumulated deficit) | (167,114) | (124,002) |
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 803,042 | 823,368 |
Non-controlling interests | 113,198 | 109,236 |
Total Equity | 916,240 | 932,604 |
Total Liabilities and Equity | $ 5,964,265 | $ 5,127,166 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, shares issued (in shares) | 135,265,864 | 134,114,715 |
Common stock, shares outstanding (in shares) | 135,265,864 | 134,114,715 |
Select Medical Corporation | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 100 | 100 |
Common stock, shares outstanding (in shares) | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net operating revenues | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 1,094,249 | $ 1,077,014 | $ 1,102,465 | $ 1,091,517 | $ 5,081,258 | $ 4,365,245 | $ 4,217,460 |
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 4,341,056 | 3,735,309 | 3,665,375 | ||||||||
General and administrative | 121,268 | 114,047 | 106,927 | ||||||||
Depreciation and amortization | 201,655 | 160,011 | 145,311 | ||||||||
Total costs and expenses | 4,663,979 | 4,009,367 | 3,917,613 | ||||||||
Income from operations | 88,283 | 99,837 | 120,561 | 108,598 | 76,352 | 72,098 | 115,663 | 91,765 | 417,279 | 355,878 | 299,847 |
Other income and expense: | |||||||||||
Loss on early retirement of debt | (14,155) | (19,719) | (11,626) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,905 | 21,054 | 19,943 | ||||||||
Non-operating gain (loss) | 9,016 | (49) | 42,651 | ||||||||
Interest expense | (198,493) | (154,703) | (170,081) | ||||||||
Income before income taxes | 235,552 | 202,461 | 180,734 | ||||||||
Income tax expense (benefit) | 58,610 | (18,184) | 55,464 | ||||||||
Net income | 29,722 | 42,679 | 60,559 | 43,982 | 121,058 | 24,824 | 51,300 | 23,463 | 176,942 | 220,645 | 125,270 |
Less: Net income attributable to non-controlling interests | 39,102 | 43,461 | 9,859 | ||||||||
Net income attributable to the Company | $ 24,673 | $ 32,917 | $ 46,511 | $ 33,739 | $ 100,797 | $ 18,462 | $ 42,055 | $ 15,870 | $ 137,840 | $ 177,184 | $ 115,411 |
Earnings per common share (Note 16): | |||||||||||
Basic (in dollars per share) | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 1.02 | $ 1.33 | $ 0.88 |
Diluted (in dollars per share) | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 1.02 | $ 1.33 | $ 0.87 |
Select Medical Corporation | |||||||||||
Net operating revenues | $ 5,081,258 | $ 4,365,245 | $ 4,217,460 | ||||||||
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 4,341,056 | 3,735,309 | 3,665,375 | ||||||||
General and administrative | 121,268 | 114,047 | 106,927 | ||||||||
Depreciation and amortization | 201,655 | 160,011 | 145,311 | ||||||||
Total costs and expenses | 4,663,979 | 4,009,367 | 3,917,613 | ||||||||
Income from operations | 417,279 | 355,878 | 299,847 | ||||||||
Other income and expense: | |||||||||||
Loss on early retirement of debt | (14,155) | (19,719) | (11,626) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,905 | 21,054 | 19,943 | ||||||||
Non-operating gain (loss) | 9,016 | (49) | 42,651 | ||||||||
Interest expense | (198,493) | (154,703) | (170,081) | ||||||||
Income before income taxes | 235,552 | 202,461 | 180,734 | ||||||||
Income tax expense (benefit) | 58,610 | (18,184) | 55,464 | ||||||||
Net income | 176,942 | 220,645 | 125,270 | ||||||||
Less: Net income attributable to non-controlling interests | 39,102 | 43,461 | 9,859 | ||||||||
Net income attributable to the Company | $ 137,840 | $ 177,184 | $ 115,411 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity and Income - USD ($) $ in Thousands | Total | Select Medical Corporation | Common Stock | Common StockSelect Medical Corporation | Capital in Excess of Par | Capital in Excess of ParSelect Medical Corporation | Retained Earnings | Retained EarningsSelect Medical Corporation | Total Stockholders’ Equity | Total Stockholders’ EquitySelect Medical Corporation | Non-controlling Interests | Non-controlling InterestsSelect Medical Corporation |
Balance at Dec. 31, 2015 | $ 238,221 | $ 238,221 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Net income (loss) attributable to non-controlling interests | 12,479 | 12,479 | ||||||||||
Distributions to and purchases of non-controlling interests | (5,984) | (5,984) | ||||||||||
Redemption adjustment on non-controlling interests | 177,216 | 177,216 | ||||||||||
Other | 227 | 227 | ||||||||||
Balance at Dec. 31, 2016 | 422,159 | 422,159 | ||||||||||
Balance (in shares) at Dec. 31, 2015 | 131,283,000 | 0 | ||||||||||
Balance at Dec. 31, 2015 | 908,517 | 908,517 | $ 131 | $ 0 | $ 424,506 | $ 904,375 | $ 434,616 | $ (45,122) | $ 859,253 | $ 859,253 | $ 49,264 | $ 49,264 |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 115,411 | 115,411 | 115,411 | 115,411 | 115,411 | 115,411 | ||||||
Net income (loss) attributable to non-controlling interests | $ (2,620) | (2,620) | 0 | 0 | (2,620) | (2,620) | ||||||
Additional investment by Holdings | 1,672 | 1,672 | 1,672 | |||||||||
Dividends declared and paid to Holdings | (2,929) | (2,929) | (2,929) | |||||||||
Contribution related to restricted stock award and stock option issuances by Holdings | 16,644 | 16,644 | 16,644 | |||||||||
Issuance of restricted stock (in shares) | 1,426,000 | 1,426,000 | ||||||||||
Issuance of restricted stock | $ 0 | $ 1 | (1) | 0 | ||||||||
Forfeitures of unvested restricted stock (in shares) | (82,000) | (82,000) | ||||||||||
Forfeitures of unvested restricted stock | $ 0 | $ 0 | 0 | 0 | ||||||||
Vesting of restricted stock | $ 16,640 | 16,640 | 16,640 | |||||||||
Repurchase of common shares (in shares) | 0 | (232,000) | ||||||||||
Repurchase of common shares | $ (2,929) | $ 0 | (1,333) | (1,596) | (2,929) | |||||||
Stock option expense | $ 4 | 4 | 4 | |||||||||
Exercise of stock options (in shares) | 202,000 | 202,000 | ||||||||||
Exercise of stock options | $ 1,672 | $ 0 | 1,672 | 1,672 | ||||||||
Issuance and exchange of non-controlling interests | 50,178 | 50,178 | 2,377 | 2,377 | 2,377 | 2,377 | 47,801 | 47,801 | ||||
Acquired non-controlling interests | 2,514 | 2,514 | 0 | 0 | 2,514 | 2,514 | ||||||
Distributions to and purchases of non-controlling interests | (6,670) | (6,670) | 75 | 75 | 579 | 579 | 654 | 654 | (7,324) | (7,324) | ||
Redemption adjustment on non-controlling interests | (177,216) | (177,216) | (177,216) | (177,216) | (177,216) | (177,216) | ||||||
Other | 400 | 400 | (32) | (32) | (109) | (109) | (141) | (141) | 541 | 541 | ||
Balance (in shares) at Dec. 31, 2016 | 132,597,000 | 0 | ||||||||||
Balance at Dec. 31, 2016 | 905,901 | 905,901 | $ 132 | $ 0 | 443,908 | 925,111 | 371,685 | (109,386) | 815,725 | 815,725 | 90,176 | 90,176 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Net income (loss) attributable to non-controlling interests | 35,639 | 35,639 | ||||||||||
Distributions to and purchases of non-controlling interests | (5,334) | (5,334) | ||||||||||
Redemption adjustment on non-controlling interests | 187,506 | 187,506 | ||||||||||
Other | 848 | 848 | ||||||||||
Balance at Dec. 31, 2017 | 640,818 | 640,818 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 177,184 | 177,184 | 177,184 | 177,184 | 177,184 | 177,184 | ||||||
Net income (loss) attributable to non-controlling interests | $ 7,822 | 7,822 | 0 | 0 | 7,822 | 7,822 | ||||||
Additional investment by Holdings | 2,017 | 2,017 | 2,017 | |||||||||
Dividends declared and paid to Holdings | (4,753) | (4,753) | (4,753) | |||||||||
Contribution related to restricted stock award and stock option issuances by Holdings | 18,291 | 18,291 | 18,291 | |||||||||
Issuance of restricted stock (in shares) | 1,598,000 | 1,598,000 | ||||||||||
Issuance of restricted stock | $ 0 | $ 2 | (2) | 0 | ||||||||
Forfeitures of unvested restricted stock (in shares) | (27,000) | (27,000) | ||||||||||
Forfeitures of unvested restricted stock | $ 0 | $ 0 | 0 | 0 | ||||||||
Vesting of restricted stock | $ 18,291 | 18,291 | 18,291 | |||||||||
Repurchase of common shares (in shares) | 0 | (280,000) | ||||||||||
Repurchase of common shares | $ (4,753) | $ 0 | (2,666) | (2,087) | (4,753) | |||||||
Exercise of stock options (in shares) | 227,000 | 227,000 | ||||||||||
Exercise of stock options | $ 2,017 | $ 0 | 2,017 | 2,017 | ||||||||
Issuance and exchange of non-controlling interests | 18,280 | 18,280 | 1,951 | 1,951 | 1,951 | 1,951 | 16,329 | 16,329 | ||||
Distributions to and purchases of non-controlling interests | (5,286) | (5,286) | 7 | 7 | 7 | 7 | (5,293) | (5,293) | ||||
Redemption adjustment on non-controlling interests | (187,506) | (187,506) | (187,506) | (187,506) | (187,506) | (187,506) | ||||||
Other | $ 654 | $ 654 | 452 | 452 | 452 | 452 | 202 | 202 | ||||
Balance (in shares) at Dec. 31, 2017 | 134,114,715 | 100 | 134,115,000 | 0 | ||||||||
Balance at Dec. 31, 2017 | $ 932,604 | $ 932,604 | $ 134 | $ 0 | 463,499 | 947,370 | 359,735 | (124,002) | 823,368 | 823,368 | 109,236 | 109,236 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Net income (loss) attributable to non-controlling interests | 27,775 | 27,775 | ||||||||||
Distributions to and purchases of non-controlling interests | (217,570) | (217,570) | ||||||||||
Issuance and exchange of non-controlling interests | 163,659 | 163,659 | ||||||||||
Redemption adjustment on non-controlling interests | 164,476 | 164,476 | ||||||||||
Other | 1,330 | 1,330 | ||||||||||
Balance at Dec. 31, 2018 | 780,488 | 780,488 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 137,840 | 137,840 | 137,840 | 137,840 | 137,840 | 137,840 | ||||||
Net income (loss) attributable to non-controlling interests | $ 11,327 | 11,327 | 0 | 0 | 11,327 | 11,327 | ||||||
Additional investment by Holdings | 1,722 | 1,722 | 1,722 | |||||||||
Dividends declared and paid to Holdings | (6,837) | (6,837) | (6,837) | |||||||||
Contribution related to restricted stock award and stock option issuances by Holdings | 20,443 | 20,443 | 20,443 | |||||||||
Issuance of restricted stock (in shares) | 1,491,000 | 1,491,000 | ||||||||||
Issuance of restricted stock | $ 0 | $ 1 | (1) | 0 | ||||||||
Forfeitures of unvested restricted stock (in shares) | (168,000) | (168,000) | ||||||||||
Forfeitures of unvested restricted stock | $ 0 | $ 0 | 0 | 0 | ||||||||
Vesting of restricted stock | $ 20,443 | 20,443 | 20,443 | |||||||||
Repurchase of common shares (in shares) | 0 | (357,000) | ||||||||||
Repurchase of common shares | $ (6,837) | $ 0 | (3,728) | (3,109) | (6,837) | |||||||
Exercise of stock options (in shares) | 185,275 | 185,000 | ||||||||||
Exercise of stock options | $ 1,722 | $ 0 | 1,722 | 1,722 | ||||||||
Issuance and exchange of non-controlling interests | 77,815 | 77,815 | 1,553 | 1,553 | 74,341 | 74,341 | 75,894 | 75,894 | 1,921 | 1,921 | ||
Distributions to and purchases of non-controlling interests | (95,388) | (95,388) | (932) | (932) | (83,617) | (83,617) | (84,549) | (84,549) | (10,839) | (10,839) | ||
Redemption adjustment on non-controlling interests | (164,476) | (164,476) | (164,476) | (164,476) | (164,476) | (164,476) | ||||||
Other | $ 1,190 | $ 1,190 | (363) | (363) | (363) | (363) | 1,553 | 1,553 | ||||
Balance (in shares) at Dec. 31, 2018 | 135,265,864 | 100 | 135,266,000 | 0 | ||||||||
Balance at Dec. 31, 2018 | $ 916,240 | $ 916,240 | $ 135 | $ 0 | $ 482,556 | $ 970,156 | $ 320,351 | $ (167,114) | $ 803,042 | $ 803,042 | $ 113,198 | $ 113,198 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Operating activities | |||
Net income | $ 176,942 | $ 220,645 | $ 125,270 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 15,721 | 20,006 | 20,476 |
Depreciation and amortization | 201,655 | 160,011 | 145,311 |
Provision for bad debts | (103) | 1,133 | 532 |
Equity in earnings of unconsolidated subsidiaries | (21,905) | (21,054) | (19,943) |
Loss on extinguishment of debt | 2,999 | 6,527 | 11,626 |
Gain on sale of assets and businesses | (9,168) | (10,349) | (46,488) |
Gain on sale of equity investment | 0 | 0 | (2,779) |
Impairment of equity investment | 0 | 0 | 5,339 |
Stock compensation expense | 23,326 | 19,284 | 17,413 |
Amortization of debt discount, premium and issuance costs | 13,112 | 11,130 | 15,656 |
Deferred income taxes | 7,217 | (72,324) | (12,591) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | 54,575 | (118,833) | 29,241 |
Other current assets | (4,152) | 1,597 | 17,450 |
Other assets | 7,857 | (886) | 9,290 |
Accounts payable | (1,778) | 3,903 | (15,492) |
Accrued expenses | 27,896 | 17,341 | 46,292 |
Net cash provided by operating activities | 494,194 | 238,131 | 346,603 |
Investing activities | |||
Business combinations, net of cash acquired | (523,134) | (27,390) | (472,206) |
Purchases of property and equipment | (167,281) | (233,243) | (161,633) |
Investment in businesses | (13,482) | (12,682) | (4,723) |
Proceeds from sale of assets and businesses | 6,760 | 80,350 | 80,463 |
Proceeds from sale of equity investment | 0 | 0 | 3,779 |
Net cash used in investing activities | (697,137) | (192,965) | (554,320) |
Financing activities | |||
Borrowings on revolving facilities | 595,000 | 970,000 | 575,000 |
Payments on revolving facilities | (805,000) | (960,000) | (655,000) |
Proceeds from term loans | 779,823 | 1,139,487 | 795,344 |
Payments on term loans | (11,500) | (1,179,442) | (438,034) |
Revolving facility debt issuance costs | (1,639) | (4,392) | 0 |
Borrowings of other debt | 42,218 | 46,621 | 27,721 |
Principal payments on other debt | (25,242) | (20,647) | (21,401) |
Repurchase of common stock | (6,837) | (4,753) | (2,929) |
Proceeds from exercise of stock options | 1,722 | 2,017 | 1,672 |
Increase (decrease) in overdrafts | (4,380) | (9,899) | 10,746 |
Proceeds from issuance of non-controlling interests | 2,926 | 9,982 | 11,846 |
Distributions to and purchases of non-controlling interests | (311,519) | (10,620) | (12,654) |
Net cash provided by (used in) financing activities | 255,572 | (21,646) | 292,311 |
Net increase in cash and cash equivalents | 52,629 | 23,520 | 84,594 |
Cash and cash equivalents at beginning of period | 122,549 | 99,029 | 14,435 |
Cash and cash equivalents at end of period | 175,178 | 122,549 | 99,029 |
Supplemental information: | |||
Cash paid for interest | 193,406 | 149,156 | 142,640 |
Cash paid for taxes | 48,153 | 64,991 | 70,756 |
Non-cash investing and financing activities: | |||
Liabilities for purchases of property and equipment | 29,134 | 30,043 | 32,861 |
Non-cash equity exchange for acquisition of U.S. HealthWorks | 238,000 | 0 | 0 |
Select Medical Corporation | |||
Operating activities | |||
Net income | 176,942 | 220,645 | 125,270 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 15,721 | 20,006 | 20,476 |
Depreciation and amortization | 201,655 | 160,011 | 145,311 |
Provision for bad debts | (103) | 1,133 | 532 |
Equity in earnings of unconsolidated subsidiaries | (21,905) | (21,054) | (19,943) |
Loss on extinguishment of debt | 2,999 | 6,527 | 11,626 |
Gain on sale of assets and businesses | (9,168) | (10,349) | (46,488) |
Gain on sale of equity investment | 0 | 0 | (2,779) |
Impairment of equity investment | 0 | 0 | 5,339 |
Stock compensation expense | 23,326 | 19,284 | 17,413 |
Amortization of debt discount, premium and issuance costs | 13,112 | 11,130 | 15,656 |
Deferred income taxes | 7,217 | (72,324) | (12,591) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | 54,575 | (118,833) | 29,241 |
Other current assets | (4,152) | 1,597 | 17,450 |
Other assets | 7,857 | (886) | 9,290 |
Accounts payable | (1,778) | 3,903 | (15,492) |
Accrued expenses | 27,896 | 17,341 | 46,292 |
Net cash provided by operating activities | 494,194 | 238,131 | 346,603 |
Investing activities | |||
Business combinations, net of cash acquired | (523,134) | (27,390) | (472,206) |
Purchases of property and equipment | (167,281) | (233,243) | (161,633) |
Investment in businesses | (13,482) | (12,682) | (4,723) |
Proceeds from sale of assets and businesses | 6,760 | 80,350 | 80,463 |
Proceeds from sale of equity investment | 0 | 0 | 3,779 |
Net cash used in investing activities | (697,137) | (192,965) | (554,320) |
Financing activities | |||
Borrowings on revolving facilities | 595,000 | 970,000 | 575,000 |
Payments on revolving facilities | (805,000) | (960,000) | (655,000) |
Proceeds from term loans | 779,823 | 1,139,487 | 795,344 |
Payments on term loans | (11,500) | (1,179,442) | (438,034) |
Revolving facility debt issuance costs | (1,639) | (4,392) | 0 |
Borrowings of other debt | 42,218 | 46,621 | 27,721 |
Principal payments on other debt | (25,242) | (20,647) | (21,401) |
Dividends paid to Holdings | (6,837) | (4,753) | (2,929) |
Equity investment by Holdings | 1,722 | 2,017 | 1,672 |
Increase (decrease) in overdrafts | (4,380) | (9,899) | 10,746 |
Proceeds from issuance of non-controlling interests | 2,926 | 9,982 | 11,846 |
Distributions to and purchases of non-controlling interests | (311,519) | (10,620) | (12,654) |
Net cash provided by (used in) financing activities | 255,572 | (21,646) | 292,311 |
Net increase in cash and cash equivalents | 52,629 | 23,520 | 84,594 |
Cash and cash equivalents at beginning of period | 122,549 | 99,029 | 14,435 |
Cash and cash equivalents at end of period | 175,178 | 122,549 | 99,029 |
Supplemental information: | |||
Cash paid for interest | 193,406 | 149,156 | 142,640 |
Cash paid for taxes | 48,153 | 64,991 | 70,756 |
Non-cash investing and financing activities: | |||
Liabilities for purchases of property and equipment | 29,134 | 30,043 | 32,861 |
Non-cash equity exchange for acquisition of U.S. HealthWorks | $ 238,000 | $ 0 | $ 0 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Organization and Significant Accounting Policies Business Description Select Medical Corporation (“Select”) was formed in December 1996 and commenced operations during February 1997. Select Medical Holdings Corporation (“Holdings”) was formed in October 2004 and on February 24, 2005, Select merged with a subsidiary of Holdings, which resulted in Select becoming a wholly owned subsidiary of Holdings. On September 30, 2009, Holdings completed its initial public offering of common stock. Holdings and Select and their subsidiaries are collectively referred to as the “Company.” The consolidated financial statements of Holdings include the accounts of its wholly owned subsidiary Select. Holdings conducts its business through Select and its subsidiaries. The Company is, based on number of facilities, one of the largest operators of critical illness recovery hospitals (previously referred to as long term acute care hospitals), rehabilitation hospitals (previously referred to as inpatient rehabilitation facilities), outpatient rehabilitation clinics, and occupational health centers in the United States. As of December 31, 2018 , the Company had operations in 47 states and the District of Columbia. As of December 31, 2018 , the Company operated 96 critical illness recovery hospitals, 26 rehabilitation hospitals, and 1,662 outpatient rehabilitation clinics. As of December 31, 2018 , Concentra, a joint venture subsidiary, operated 524 occupational health centers. Concentra also operated 124 onsite clinics at employer worksites and 31 Department of Veterans Affairs CBOCs. The Company is managed through four business segments: the critical illness recovery hospital segment (previously referred to as the long term acute care segment), the rehabilitation hospital segment (previously referred to as the inpatient rehabilitation segment), the outpatient rehabilitation segment, and the Concentra segment. The Company’s 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 the rehabilitation hospital segment consists of hospitals designed to serve patients that require intensive physical rehabilitation care. Patients are typically admitted to the Company’s critical illness recovery hospitals and rehabilitation hospitals from general acute care hospitals. The Company’s outpatient rehabilitation segment consists of clinics that provide physical, occupational, and speech rehabilitation services. The Company’s Concentra segment consists of occupational health centers and contract services provided at employer worksites and Department of Veterans Affairs community-based outpatient clinics (“CBOCs”) that deliver occupational medicine, physical therapy, veteran’s healthcare, and consumer health services. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingencies, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: amounts realizable for services performed, estimated useful lives of assets, the valuation of intangible assets, amounts payable for self-insured losses, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. The Company’s management evaluates and updates assumptions and estimates on an ongoing basis. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and the subsidiaries, limited liability companies, and limited partnerships in which the Company has a controlling financial interest. All intercompany balances and transactions are eliminated in consolidation. Non-Controlling Interests The ownership interests held by outside parties in subsidiaries, limited liability companies and limited partnerships controlled by the Company are classified as non-controlling interests. Net income or loss is attributed to the Company’s non-controlling interests in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation . 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, in accordance with ASC Topic 480, Distinguishing liabilities from equity. The Company’s redeemable non-controlling interest is comprised primarily of the Class A interests owned by outside members of Concentra Group Holdings Parent, LLC (“Concentra Group Holdings Parent”), each which have put rights with respect to their interests in Concentra Group Holdings Parent. The redemption value of these interests is approximately $613.3 million and $750.6 million as of December 31, 2017 and 2018, respectively. 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 the contractual amount of dividends in the current period for each class of stock, if any. (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. (i) The net income allocated to each security is then divided by the weighted average number of outstanding shares for the period to which the earnings are allocated to determine the EPS for each security considered in the two-class method. Segment Reporting The Company identifies its operating segments according to how the chief operating decision maker evaluates financial performance and allocates resources. Prior to 2017, the Company’s reportable segments were specialty hospitals, outpatient rehabilitation, and Concentra. During the year ended December 31, 2017, the Company changed its internal segment reporting structure to reflect how the Company now manages its business operations, reviews operating performance, and allocates resources. The Company’s reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, the outpatient rehabilitation segment, and the Concentra segment. Prior year results presented herein conform to the current reportable segment structure. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost which approximates fair value. Accounts Receivable Substantially all of the Company’s accounts receivable are related to providing healthcare services to patients whose costs are primarily paid by federal and state governmental authorities, managed care health plans, commercial insurance companies, and workers’ compensation and employer programs. The Company reports accounts receivable at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients, which is estimated using contractual provisions associated with specific payors, historical reimbursement rates, and an analysis of past experience to estimate potential adjustments. The Company writes-off amounts that have been deemed to be uncollectible because of circumstances that affect the ability of payors to make payments as they occur. Credit Risk and Payor Concentrations Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash balances and trade receivables. 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. The Company’s general policy is to verify insurance coverage prior to the date of admission for patients admitted to the Company’s critical illness recovery hospitals and rehabilitation hospitals. Within the Company’s outpatient rehabilitation clinics, the Company verifies insurance coverage prior to the patient’s visit. Within the Company’s Concentra centers, the Company verifies insurance coverage or receives authorization from the patient’s employer prior to the patient’s visit. Because of the geographic diversity of the Company’s facilities and non-governmental third-party payors, Medicare represents the Company’s only significant concentration of credit risk. Approximately 27% and 16% of the Company’s accounts receivable are from Medicare at December 31, 2017 and 2018 , respectively. The Company’s primary collection risks relate to non-governmental payors and deductibles, co-payments, and amounts owed by the patient. Deductibles, co-payments, and self-insured amounts owed by the patient are an immaterial portion of the Company’s accounts receivable balance. Approximately 0.3% of the Company’s accounts receivable were from deductibles, co-payments, and self-insured amounts owed by patients at both December 31, 2017 and 2018 . A significant portion of the Company’s net operating revenues are generated directly from the Medicare program. Net operating revenues generated directly from the Medicare program represented approximately 30% , 30% , and 27% of the Company’s total net operating revenues for the years ended December 31, 2016 , 2017 , and 2018 , respectively. As a provider of services under the Medicare program, the Company is subject to extensive regulations. The inability of any of the Company’s critical illness recovery hospitals, rehabilitation hospitals, or outpatient rehabilitation clinics to comply with Medicare regulations can result in significant changes in the net operating revenues generated from the Medicare program. Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and indebtedness. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short-term maturity of these instruments. The principal outstanding, carrying values, and fair values of the Company’s indebtedness are presented in Note 9. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Maintenance and repairs of property and equipment are expensed as incurred. Improvements that increase the estimated useful life of an asset are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and depreciated over the estimated useful lives once the software is placed in service. Capitalized software costs are included within furniture and equipment. Software training costs, maintenance, and repairs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, as appropriate. The general range of useful lives is as follows: Land improvements 2 – 25 years Leasehold improvements 1 – 15 years Buildings 40 years Building improvements 5 – 30 years Furniture and equipment 1 – 20 years The Company reviews the realizability of long-lived assets whenever events or circumstances occur which indicate recorded costs may not be recoverable. If it is determined that a long-lived asset or asset group is not recoverable, an impairment charge is recognized based on the excess of the carrying amount of the long-lived asset or asset group over its fair value. Intangible Assets Goodwill and indefinite-lived identifiable intangible assets Goodwill and other indefinite-lived intangible assets are recognized primarily as the result of business combinations. Goodwill is assigned to reporting units based upon the specific nature of the business acquired. When a business combination contains business components related to more than one reporting unit, goodwill is assigned to each reporting unit based upon an allocation determined by the relative fair values of the business acquired. When we dispose of a business, goodwill is allocated to the gain or loss on disposition using the relative fair value methodology. Goodwill and other indefinite-lived intangible assets are not amortized, but instead are subject to periodic impairment evaluations. Impairment tests are required to be conducted at least annually or when events or conditions occur that might suggest a possible impairment. These events or conditions include, but are not limited to: a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. The Company may first assess qualitatively if it can conclude whether goodwill is more likely than not impaired. If goodwill is more likely than not impaired, the Company is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. At December 31, 2018 , the Company’s other indefinite-lived intangible assets consist of certain trademarks, certificates of need, and accreditations. To determine the fair value of the trademark, the Company uses a relief from royalty income approach. For the Company’s certificates of need and accreditations, the Company performs qualitative assessments. As part of these assessments, the Company evaluates the current business environment, regulatory environment, legal and other company-specific factors. If it is more likely than not that the fair values are less than the carrying values, the Company performs a quantitative impairment test. The Company’s most recent impairment assessments were completed during the fourth quarter of 2018 utilizing information as of October 1, 2018 . The Company did not identify any instances of impairment with respect to goodwill or other indefinite-lived intangible assets as of October 1, 2018 . Finite-lived identifiable intangible assets At December 31, 2018 , the Company’s finite-lived intangible assets consist of certain trademarks, customer relationships, non-compete agreements, and leasehold interests. Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted. If such a pattern cannot be reliably determined, finite-lived intangible assets are amortized on a straight-line basis over their estimated lives. Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 5 – 17 years Non-compete agreements 1 – 15 years Leasehold interests 1 – 15 years Trademarks 1 year The Company reviews the realizability of finite-lived intangible assets whenever events or circumstances occur which indicate recorded amounts may not be recoverable. If the expected undiscounted future cash flows are less than the carrying amount of such assets, the Company recognizes an impairment loss to the extent the carrying amount of the assets exceeds their estimated fair value. Equity Method Investments The Company applies the equity method of accounting for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not possess a controlling financial interest in the investee. Investments of this nature are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed the carrying amount, the investment balance is reduced to zero. The Company resumes accounting for the investment under the equity method if the investee subsequently reports net income and the Company’s share of that net income exceeds the share of the net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company evaluates its equity method investments for impairment when there is evidence or indicators that a loss in value may be other than temporary. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements. Deferred tax assets and liabilities are determined on the basis of the differences between the book and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company also recognizes the future tax benefits from net operating loss carryforwards as deferred tax assets. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and reduces those assets using a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Among the factors used to assess the likelihood of realization are projections of future taxable income streams, the expected timing of the reversals of existing temporary differences, and the impact of tax planning strategies that could be implemented to avoid the potential loss of future tax benefits. Reserves for uncertain tax positions are established for exposure items related to various federal and state tax matters. Income tax reserves are recorded when an exposure is identified and when, in the opinion of management, it is more likely than not that a tax position will not be sustained and the amount of the liability can be estimated. Insurance Risk Programs Under a number of the Company’s insurance programs, which include the Company’s employee health insurance, workers’ compensation, and professional malpractice liability insurance programs, the Company is liable for a portion of its losses before it can attempt to recover from the applicable insurance carrier. The Company accrues for losses under an occurrence-based approach whereby the Company estimates the losses that will be incurred in a respective accounting period and accrues that estimated liability using actuarial methods. These programs are monitored quarterly and estimates are revised as necessary to take into account additional information. The Company also records insurance proceeds receivable for liabilities which exceed the Company’s deductibles and self-insured retention limits and are recoverable through insurance policies. Revenue Recognition Patient Services Revenue Patient services revenue is recognized when obligations under the terms of the contract are satisfied; generally, this occurs as the Company provides healthcare services, as each service provided is distinct and future services rendered are not dependent on previously rendered services. Patient service revenues are recognized at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients. These amounts are due from patients; third-party payors, including health insurers and government programs; and other payors. Medicare : Medicare is a federal program that provides medical insurance benefits to persons age 65 and over, some disabled persons, and persons with end stage renal disease. Amounts we receive for treatment of patients covered by the Medicare program are generally less than the standard billing rates; accordingly, the Company recognizes revenue based on amounts which are reimbursable by Medicare under prospective payment systems and provisions of cost-reimbursement and other payment methods. The amount reimbursed is derived based on the type of services provided. Non-Medicare : The Company is reimbursed for healthcare services provided from various other payor sources which include insurance companies, state Medicaid programs, workers’ compensation programs, health maintenance organizations, preferred provider organizations, other managed care companies and employers, as well as patients. The Company is reimbursed by these payors using a variety of payment methodologies and the amounts the Company receives are generally less than the standard billing rates. In the critical illness recovery hospital and rehabilitation hospital segments, the Company recognizes revenue based on known contractual provisions associated with the specific payor or, where the Company has a relatively homogeneous patient population, the Company will monitor individual payors’ historical reimbursement rates to derive a per diem rate which is used to determine the amount of revenue to be recognized for services rendered. In the outpatient rehabilitation and Concentra segments, the Company recognizes revenue from payors based on known contractual provisions, negotiated amounts, or usual and customary amounts associated with the specific payor or based on the service provided. The Company performs provision testing, using internally developed systems, whereby the Company monitors historical reimbursement rates and compares them against the associated gross charges for the service provided. The percentage of historical reimbursed claims to gross charges is utilized to determine the amount of revenue to be recognized for services rendered. The Company is subject to potential retrospective adjustments to net operating revenues in future periods for administrative matters and other price concessions. These adjustments, which are estimated based on an analysis of historical experience by payor source, are accounted for as a constraint to the amount of revenue recognized by the Company in the period services are rendered. Other Revenues The Company recognizes revenue for services provided to healthcare institutions, principally for providing management and employee leasing services, under contractual arrangements with related parties affiliated with the Company and with other non-affiliated healthcare institutions. Revenue is recognized when the obligations under the terms of the contract are satisfied. Revenues from these services are measured as the amount of consideration the Company expects to receive for those services. Recent Accounting Pronouncements Lease Accounting Beginning in February 2016, the Financial Accounting Standards Board (the “FASB”) issued several Accounting Standards Updates (“ASU”) which established Topic 842, Leases (“Topic 842”). Topic 842 includes a lessee accounting model that recognizes two types of leases: finance and operating. This standard requires that a lessee recognize on the balance sheet right-of-use assets and lease liabilities for all leases with lease terms of more than twelve months. For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or finance. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The standard provides a number of optional practical expedients in transition. The Company will elect the package of practical expedients, which permits the Company not to reassess under Topic 842 the Company’s prior conclusions about lease identification, lease classification, and initial direct costs. The Company will not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. The Company will elect the short-term lease recognition exemption for its equipment leases. Consequently, the Company will not recognize right-of-use assets or lease liabilities for these leases which have terms of less than twelve months. The Company will also elect the practical expedient to not separate lease and non-lease components for all of its leases. The Company will implement the standard using a modified retrospective approach with a cumulative-effect adjustment as of January 1, 2019. Prior comparative periods will not be adjusted under this approach. The adoption of the standard will have a material impact on the Company’s consolidated balance sheets, as the Company will recognize right-of-use assets and lease liabilities for its operating leases. The adoption of this standard will not have a material impact on the Company’s consolidated statements of operations and comprehensive income. The Company will not recognize a cumulative-effect adjustment to retained earnings upon adoption. The Company’s accounting for its finance leases, formerly referred to as capital leases, will remain substantially unchanged. The Company has validated the accuracy and completeness of its lease data and has implemented a new technology platform to account for leases under Topic 842. The Company’s remaining implementation efforts are focused on testing the technology platform and designing disclosure processes and related controls. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments . The current standard delays the recognition of a credit loss on a financial asset until the loss is probable of occurring. The new standard removes the requirement that a credit loss be probable of occurring for it to be recognized and requires entities to use historical experience, current conditions, and reasonable and supportable forecasts to estimate their future expected credit losses. The Company’s accounts receivable derived from contracts with customers will be subject to ASU 2016-13. The standard will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The guidance must be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the earliest comparative period in the financial statements. Given the very high rate of collectability of the Company’s accounts receivable derived from contracts with customers, the impact of ASU 2016-13 is unlikely to be material. Recently Adopted Accounting Pronouncements Revenue from Contracts with Customers On January 1, 2018, the Company adopted Topic 606, Revenue from Contracts with Customers using the full retrospective transition method. Adoption of the revenue recognition standard impacted the Company’s reported results as follows: For the Year Ended December 31, 2016 For the Year Ended December 31, 2017 As Reported As Adjusted (1) Adoption Impact As Reported As Adjusted (1) Adoption Impact (in thousands) Consolidated Statements of Operations and Comprehensive Income Net operating revenues $ 4,286,021 $ 4,217,460 $ (68,561 ) $ 4,443,603 $ 4,365,245 $ (78,358 ) Bad debt expense 69,093 532 (68,561 ) 79,491 1,133 (78,358 ) ____________________________________________________________ (1) Bad debt expense is now included in cost of services on the consolidated statements of operations and comprehensive income. For the Year Ended December 31, 2016 For the Year Ended December 31, 2017 As Reported As Adjusted Adoption Impact As Reported As Adjusted Adoption Impact (in thousands) Consolidated Statements of Cash Flows Provision for bad debts $ 69,093 $ 532 $ (68,561 ) $ 79,491 $ 1,133 $ (78,358 ) Changes in accounts receivable (39,320 ) 29,241 68,561 (197,191 ) (118,833 ) 78,358 December 31, 2017 As Reported As Adjusted Adoption Impact (in thousands) Consolidated Balance Sheets Accounts receivable $ 767,276 $ 691,732 $ (75,544 ) Allowance for doubtful accounts 75,544 — (75,544 ) Accounts receivable $ 691,732 $ 691,732 $ — |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions U.S. HealthWorks Acquisition On February 1, 2018, Concentra acquired all of the issued and outstanding shares of stock of U.S. HealthWorks, Inc. (“U.S. HealthWorks”), an occupational medicine and urgent care provider, pursuant to the terms of an Equity Purchase and Contribution Agreement (the “Purchase Agreement”) dated as of October 22, 2017, by and among Concentra, U.S. HealthWorks, Concentra Group Holdings, LLC (“Concentra Group Holdings”), Concentra Group Holdings Parent, and Dignity Health Holding Corporation (“DHHC”). For the years ended December 31, 2017 and 2018, the Company recognized $2.8 million and $2.9 million of U.S. HealthWorks acquisition costs, respectively, which are included in general and administrative expense. In connection with the closing of the transaction, Concentra Group Holdings made distributions to its equity holders and redeemed certain of its outstanding equity interests from existing minority equity holders. Subsequently, Concentra Group Holdings and a wholly owned subsidiary of Concentra Group Holdings Parent merged, with Concentra Group Holdings surviving the merger and becoming a wholly owned subsidiary of Concentra Group Holdings Parent. As a result of the merger, the equity interests of Concentra Group Holdings outstanding after the redemption described above were exchanged for membership interests in Concentra Group Holdings Parent. Concentra acquired U.S. HealthWorks for $753.6 million . DHHC, a subsidiary of Dignity Health, was issued a 20.0% equity interest in Concentra Group Holdings Parent, which was valued at $238.0 million . The remainder of the purchase price was paid in cash. Select retained a majority voting interest in Concentra Group Holdings Parent following the closing of the transaction. For the U.S. HealthWorks acquisition, the Company allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values in accordance with the provisions of ASC Topic 805, Business Combinations . During the year ended December 31, 2018, the Company finalized the purchase accounting related to this acquisition. The following table reconciles the fair values of identifiable net assets and goodwill to the consideration given for the acquired business (in thousands): Accounts receivable $ 68,934 Other current assets 10,810 Property and equipment 69,712 Identifiable intangible assets 140,406 Other assets 25,435 Goodwill 540,067 Total assets 855,364 Accounts payable and other current liabilities 49,925 Deferred income taxes and other long-term liabilities 51,851 Total liabilities 101,776 Consideration given $ 753,588 The fair values assigned to tangible assets were derived using a combination of the market and cost approaches. Significant judgments used in valuing tangible assets include estimated reproduction or replacement cost, useful lives of assets, and estimated selling prices. The fair values assigned to identifiable intangible assets were determined through the use of the income and cost approaches. Both valuation methods rely on management judgment including expected future cash flows, customer attrition rates, contributory effects of other assets utilized in the business, peer group cost of capital and royalty rates, and other factors. Useful lives for identifiable intangible assets were determined based upon the remaining useful economic lives of the identifiable intangible assets that are expected to contribute directly or indirectly to future cash flows. Fair Value Weighted Average Amortization Period (in thousands) (in years) Customer relationships $ 135,000 15 years Trademark 5,000 1 year Favorable leasehold interests 406 2.9 years Identifiable intangible assets $ 140,406 The customer relationships and trademarks are being amortized on a straight-line basis over their expected useful lives. Favorable leasehold interests are being amortized over their remaining lease terms at the time of acquisition. Goodwill of $540.1 million was recognized for the business combination, representing the excess of the consideration given over the fair value of identifiable net assets acquired. The value of goodwill was derived from U.S. HealthWorks’ future earnings potential and its assembled workforce. Goodwill was assigned to the Concentra reporting unit and is not deductible for tax purposes. However, prior to its acquisition by the Company, U.S. HealthWorks completed certain acquisitions that resulted in tax deductible goodwill with an estimated value of $83.1 million , which the Company will deduct through 2032. U.S. HealthWorks contributed net operating revenues of $488.8 million for the year ended December 31, 2018, which is reflected in the Company’s consolidated statements of operations and comprehensive income. Due to the integrated nature of the Company’s operations, it is not practicable to separately identify earnings of U.S. HealthWorks on a stand-alone basis. Physiotherapy Acquisition On March 4, 2016, Select acquired all of the issued and outstanding equity securities of Physiotherapy Associates Holdings, Inc. (“Physiotherapy”) for $406.3 million , net of $12.3 million of cash acquired. Physiotherapy is a national provider of outpatient physical rehabilitation care offering a wide range of services, including general orthopedics, spinal care, and neurological rehabilitation, as well as orthotics and prosthetics services. For the year ended December 31, 2016, $3.2 million of Physiotherapy acquisition costs were recognized in general and administrative expense. During the year ended December 31, 2016, the Company finalized the accounting for identifiable intangible assets, fixed assets, non-controlling interests, and certain pre-acquisition contingencies. During the quarter ended March 31, 2017, the Company completed the accounting for certain deferred tax matters. The following table reconciles the fair values of identifiable net assets and goodwill to the consideration given for the acquired business (in thousands): Cash and cash equivalents $ 12,340 Identifiable tangible assets, excluding cash and cash equivalents 87,832 Identifiable intangible assets 32,484 Goodwill 343,187 Total assets 475,843 Total liabilities 54,685 Acquired non-controlling interests 2,514 Net assets acquired 418,644 Less: Cash and cash equivalents acquired (12,340 ) Net cash paid $ 406,304 Goodwill of $343.2 million was recognized in the business combination, representing the excess of the consideration given over the fair value of identifiable net assets acquired. The value of goodwill was derived from Physiotherapy’s future earnings potential and its assembled workforce. Goodwill was assigned to the outpatient rehabilitation reporting unit and is not deductible for tax purposes. However, prior to its acquisition by the Company, Physiotherapy completed certain acquisitions that resulted in tax deductible goodwill with an estimated value of $8.8 million , which the Company will deduct through 2030. Due to the integration of Physiotherapy into the Company’s outpatient rehabilitation operations, it is not practicable to separately identify net operating revenues and earnings of Physiotherapy on a stand-alone basis. Pro Forma Results The following pro forma unaudited results of operations have been prepared assuming the acquisitions of Physiotherapy and U.S. HealthWorks occurred January 1, 2015 and 2017, respectively. These results are not necessarily indicative of the results of future operations nor of the results that would have occurred had the acquisitions been consummated on the aforementioned dates. For the Year Ended December 31, 2016 2017 2018 (in thousands, except per share amounts) Net operating revenues $ 4,339,551 $ 4,903,612 $ 5,128,838 Net income attributable to the Company 113,590 170,689 140,488 The Company's pro forma results were adjusted to recognize Physiotherapy and U.S. Healthworks acquisition costs as of January 1, 2015 and 2017, respectively. Accordingly, for the year ended December 31, 2016 , pro forma results were adjusted to exclude $3.2 million of Physiotherapy acquisition costs. For the year ended December 31, 2017 , pro forma results were adjusted to include approximately $2.9 million |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities Concentra does not own many of its medical practices, as certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medicine through the direct employment of physicians or from exercising control over medical decisions by physicians. In states which prohibit the corporate practice of medicine, Concentra typically enters into long-term management agreements with professional corporations or associations that are owned by licensed physicians, which, in turn, employ or contract with physicians who provide professional medical services in its occupational health centers. The management agreements have terms that provide for Concentra to conduct, supervise, and manage the day-to-day non-medical operations of the occupational health centers and provide all management and administrative services. Concentra receives a management fee for these services, which is based, in part, on the performance of the professional corporation or association. Additionally, the outstanding voting equity interests of the professional corporations or associations are typically owned by licensed physicians appointed at Concentra’s discretion. Concentra has the ability to direct the transfer of ownership of the professional corporation or association to a new licensed physician at any time. Based on the provisions of these agreements, the Company has determined that it has the ability to direct the activities which most significantly impact the performance of these professional corporations and associations and have an obligation to absorb losses or receive benefits which could potentially be significant to the professional corporations and associations. Accordingly, the professional corporations and associations are variable interest entities for which the Company is the primary beneficiary. As of December 31, 2017 and 2018 , the total assets of the Company's variable interest entities were $108.2 million and $166.2 million , respectively, which is comprised principally of accounts receivable. As of December 31, 2017 and 2018 , the total liabilities of the Company's variable interest entities were $105.7 million and $164.4 million |
Sale of Businesses
Sale of Businesses | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Businesses | Sale of Businesses The Company recognized a non-operating gain of $35.6 million resulting from the sale of businesses during the year ended December 31, 2016. The non-operating gain was the result of the sale of the Company’s contract therapy businesses for $65.0 million , resulting in a non-operating gain of $33.9 million , and the sale of nine outpatient rehabilitation clinics to an entity the Company holds as an equity method investment, resulting in a non-operating gain of $1.7 million . The Company recognized a non-operating gain of $8.6 million resulting from the sale of businesses during the year ended December 31, 2018. The non-operating gain was comprised of $7.0 million resulting from the sale of 41 wholly owned outpatient rehabilitation clinics to entities the Company holds as equity method investments and $1.6 million |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The Company’s property and equipment consists of the following: December 31, 2017 2018 (in thousands) Land $ 77,077 $ 87,358 Leasehold improvements 420,632 498,520 Buildings 414,704 481,375 Furniture and equipment 517,912 609,805 Construction-in-progress 112,930 67,333 Total property and equipment 1,543,255 1,744,391 Accumulated depreciation (630,664 ) (764,581 ) Property and equipment, net $ 912,591 $ 979,810 Depreciation expense was $129.0 million , $142.6 million , and $171.7 million for the years ended December 31, 2016 , 2017 , and 2018 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Goodwill The following table shows changes in the carrying amounts of goodwill by reporting unit for the years ended December 31, 2017 and 2018 : Critical Illness Recovery Hospital (1) Rehabilitation Hospital (1) Specialty Hospitals Outpatient Rehabilitation Concentra Total (in thousands) Balance as of January 1, 2017 $ — $ — $ 1,447,406 $ 643,557 $ 660,037 $ 2,751,000 Acquired — 12,887 797 3,797 14,505 31,986 Measurement period adjustment — — (342 ) 168 — (174 ) Reorganization of reporting units 1,045,220 402,641 (1,447,861 ) — — — Balance as of December 31, 2017 $ 1,045,220 $ 415,528 $ — $ 647,522 $ 674,542 $ 2,782,812 Acquired — 1,118 — 4,309 537,424 542,851 Measurement period adjustment — — — — 4,472 4,472 Sold — — — (9,409 ) — (9,409 ) Balance as of December 31, 2018 $ 1,045,220 $ 416,646 $ — $ 642,422 $ 1,216,438 $ 3,320,726 _______________________________________________________________________________ (1) The critical illness recovery hospital reporting unit was previously referred to as the long term acute care reporting unit. The rehabilitation hospital reporting unit was previously referred to as the inpatient rehabilitation reporting unit. Identifiable Intangible Assets The following table provides the gross carrying amounts, accumulated amortization, and net carrying amounts for the Company’s identifiable intangible assets: December 31, 2017 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Indefinite-lived intangible assets: Trademarks $ 166,698 $ — $ 166,698 $ 166,698 $ — $ 166,698 Certificates of need 19,155 — 19,155 19,174 — 19,174 Accreditations 1,895 — 1,895 1,857 — 1,857 Finite-lived intangible assets: Trademarks — — — 5,000 (4,583 ) 417 Customer relationships 143,953 (38,281 ) 105,672 280,710 (61,900 ) 218,810 Favorable leasehold interests 13,295 (4,319 ) 8,976 13,553 (6,064 ) 7,489 Non-compete agreements 28,023 (3,900 ) 24,123 29,400 (6,152 ) 23,248 Total identifiable intangible assets $ 373,019 $ (46,500 ) $ 326,519 $ 516,392 $ (78,699 ) $ 437,693 The Company’s accreditations and trademarks have renewal terms. The costs to renew these intangibles are expensed as incurred. At December 31, 2018 , the accreditations and trademarks have a weighted average time until next renewal of 1.5 years and 8.2 years , respectively. The Company’s finite-lived customer relationships, non-compete agreements, and trademarks amortize over their estimated useful lives. Amortization expense was $16.3 million , $17.4 million , and $29.9 million for the years ended December 31, 2016 , 2017 , and 2018 , respectively. The Company’s leasehold interests have finite lives and are amortized to rent expense over the remaining term of their respective leases to reflect a market rent per period based upon the market conditions present at the acquisition date. Estimated amortization expense of the Company’s finite-lived customer relationships, non-compete agreements, and trademarks for each of the five succeeding years is as follows: 2019 2020 2021 2022 2023 (in thousands) Amortization expense $ 26,620 $ 25,994 $ 25,778 $ 25,568 $ 25,417 |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments The Company’s equity method investments consist principally of minority ownership interests in rehabilitation businesses. Equity method investments of $114.2 million and $146.9 million are presented as part of other assets on the consolidated balance sheets as of December 31, 2017 and 2018 , respectively. As of December 31, 2017 and 2018 , these businesses consist primarily of the following ownership interests: BIR JV, LLP 49.0 % OHRH, LLC 49.0 % GlobalRehab—Scottsdale, LLC 49.0 % Rehabilitation Institute of Denton, LLC 50.0 % ES Rehabilitation, LLC 49.0 % Coastal Virginia Rehabilitation, LLC 49.0 % BHSM Rehabilitation, LLC 49.0 % Summarized combined financial information of the rehabilitation entities in which the Company has a minority ownership interest is as follows: December 31, 2017 2018 (in thousands) Current assets $ 102,908 $ 125,435 Non-current assets 79,364 118,270 Total assets $ 182,272 $ 243,705 Current liabilities $ 37,113 $ 43,792 Non-current liabilities 13,751 16,338 Equity 131,408 183,575 Total liabilities and equity $ 182,272 $ 243,705 For the Year Ended December 31, 2016 2017 2018 (in thousands) Revenues $ 320,078 $ 336,349 $ 393,034 Operating costs and expenses 274,952 289,224 342,603 Net income 43,410 45,648 48,535 The Company provides contracted services, principally employee leasing services, and charges management fees to related parties affiliated through its equity investments. Net operating revenues generated from contracted services and management fees charged to related parties affiliated through the Company’s equity investments were $164.2 million , $178.1 million , and $216.9 million for the years ended December 31, 2016 , 2017 , and 2018 , respectively. During the year ended December 31, 2016, the Company recognized a non-operating loss of $5.1 million related to the sale of an equity method investment. Additionally, the Company received contingent proceeds related to the final settlement of its 2015 sale of an equity method investment, resulting in a non-operating gain of $2.5 million |
Insurance Risk Programs
Insurance Risk Programs | 12 Months Ended |
Dec. 31, 2018 | |
Insurance [Abstract] | |
Insurance Risk Programs | Insurance Risk Programs Under a number of the Company’s insurance programs, which include the Company’s employee health insurance, workers’ compensation, and professional malpractice liability insurance programs, the Company is liable for a portion of its losses before it can attempt to recover from the applicable insurance carrier. The Company accrues for losses under an occurrence-based approach whereby the Company estimates the losses that will be incurred in a respective accounting period and accrues that estimated liability using actuarial methods. At December 31, 2017 and 2018 , provisions for losses for professional liability risks retained by the Company have been discounted at 3% . The Company recorded a liability of $157.1 million and $175.2 million related to these programs at December 31, 2017 and 2018 , respectively. If the Company did not discount the provisions for losses for professional liability risks, the aggregate liability for all of the insurance risk programs would be approximately $162.1 million and $180.7 million at December 31, 2017 and 2018 , respectively. The Company also recorded insurance proceeds receivable of $25.8 million and $32.4 million at December 31, 2017 and 2018 |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Notes Payable | Long-Term Debt and Notes Payable For purposes of this indebtedness footnote, references to Select exclude Concentra because the Concentra credit facilities are non-recourse to Holdings and Select. As of December 31, 2018 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Unamortized Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 550 $ (4,642 ) $ 705,908 $ 706,450 Credit facilities: Revolving facility 20,000 — — 20,000 18,400 Term loan 1,129,875 (9,690 ) (9,321 ) 1,110,864 1,076,206 Other 56,415 — (484 ) 55,931 55,931 Total Select debt 1,916,290 (9,140 ) (14,447 ) 1,892,703 1,856,987 Concentra: Credit facilities: Term loans 1,414,175 (2,765 ) (18,648 ) 1,392,762 1,357,802 Other 7,916 — — 7,916 7,916 Total Concentra debt 1,422,091 (2,765 ) (18,648 ) 1,400,678 1,365,718 Total debt $ 3,338,381 $ (11,905 ) $ (33,095 ) $ 3,293,381 $ 3,222,705 Principal maturities of the Company’s long-term debt and notes payable are approximately as follows (in thousands): 2019 2020 2021 2022 2023 Thereafter Total Select: 6.375% senior notes $ — $ — $ 710,000 $ — $ — $ — $ 710,000 Credit facilities: Revolving facility — — — 20,000 — — 20,000 Term loan — — — 98,812 — 1,031,063 1,129,875 Other 6,612 25,706 221 — — 23,876 56,415 Total Select debt 6,612 25,706 710,221 118,812 — 1,054,939 1,916,290 Concentra: Credit facilities: Term loans 33,878 — — 1,140,297 240,000 — 1,414,175 Other 3,375 346 346 349 335 3,165 7,916 Total Concentra debt 37,253 346 346 1,140,646 240,335 3,165 1,422,091 Total debt $ 43,865 $ 26,052 $ 710,567 $ 1,259,458 $ 240,335 $ 1,058,104 $ 3,338,381 As of December 31, 2017 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 778 $ (6,553 ) $ 704,225 $ 727,750 Credit facilities: Revolving facility 230,000 — — 230,000 211,600 Term loan 1,141,375 (12,445 ) (12,500 ) 1,116,430 1,154,215 Other 36,877 — (533 ) 36,344 36,344 Total Select debt 2,118,252 (11,667 ) (19,586 ) 2,086,999 2,129,909 Concentra: Credit facilities: Term loan 619,175 (2,257 ) (10,668 ) 606,250 625,173 Other 6,653 — — 6,653 6,653 Total Concentra debt 625,828 (2,257 ) (10,668 ) 612,903 631,826 Total debt $ 2,744,080 $ (13,924 ) $ (30,254 ) $ 2,699,902 $ 2,761,735 2017 Select Credit Facilities On March 6, 2017, Select entered into a new senior secured credit agreement (the “Select credit agreement”) that provided for $1.6 billion in senior secured credit facilities comprising a $1.15 billion , seven -year term loan (the “Select term loan”) and a $450.0 million , five -year revolving credit facility (the “Select revolving facility” and, together with the Select term loan, the “Select credit facilities”), including a $75.0 million sublimit for the issuance of standby letters of credit. Select used borrowings under the Select credit facilities to: (i) repay the series E tranche B term loans due June 1, 2018, the series F tranche B term loans due March 3, 2021, and the revolving facility, maturing March 1, 2018, under Select’s 2011 credit facilities, and (ii) pay fees and expenses in connection with the refinancing. Borrowings under the Select credit facilities initially had an interest rate equal to: (i) in the case of the Select term loan, the Adjusted LIBO Rate (as defined in the Select credit agreement) plus 3.50% (subject to an Adjusted LIBO Rate floor of 1.00% ), or the Alternate Base Rate (as defined in the Select credit agreement) plus 2.50% (subject to an Alternate Base Rate floor of 2.00% ), and (ii) in the case of the Select revolving facility, the Adjusted LIBO Rate plus a percentage ranging from 3.00% to 3.25% or the Alternate Base Rate plus a percentage ranging from 2.00% to 2.25% , in each case subject to a specified leverage ratio. On March 22, 2018, Select entered into Amendment No. 1 to the Select credit agreement. Amendment No. 1 (i) decreased the applicable interest rate on the Select term loan from the Adjusted LIBO Rate plus 3.50% to the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75% , or from the Alternate Base Rate plus 2.50% to the Alternate Base Rate plus a percentage ranging from 1.50% to 1.75% , in each case subject to a specified leverage ratio, (ii) decreased the applicable interest rate on the loans outstanding under the Select revolving facility from the Adjusted LIBO Rate plus a percentage ranging from 3.00% to 3.25% to the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75% , or from the Alternate Base Rate plus a percentage ranging from 2.00% to 2.25% to the Alternate Base Rate plus a percentage ranging from 1.50% to 1.75% , in each case subject to a specified leverage ratio, (iii) extended the maturity date for the Select term loan to March 6, 2025, and (iv) made certain other technical amendments to the Select credit agreement as set forth therein. On October 26, 2018, Select entered into Amendment No. 2 to the Select credit agreement. Among other things, Amendment No. 2 (i) decreased the applicable interest rate on the Select term loan from the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75% to the Adjusted LIBO Rate plus a percentage ranging from 2.25% to 2.50% , or from the Alternate Base Rate plus a percentage ranging from 1.50% to 1.75% to the Alternate Base Rate plus a percentage ranging from 1.25% to 1.50% , in each case subject to a specified leverage ratio, and (ii) decreased the applicable interest rate on the loans outstanding under the Select revolving facility from the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75% to the Adjusted LIBO Rate plus a percentage ranging from 2.25% to 2.50% , or from the Alternate Base Rate plus a percentage ranging from 1.50% to 1.75% to the Alternate Base Rate plus a percentage ranging from 1.25% to 1.50% , in each case subject to a specified leverage ratio. As amended, the Adjusted LIBO Rate and Alternate Base Rate under the Select credit agreement are no longer subject to the floor. As of December 31, 2018, the applicable interest rate for the Select term loan was the Adjusted LIBO Rate plus 2.50% or the Alternate Base Rate plus 1.50% . The applicable interest rate for the Select revolving facility was the Adjusted LIBO Rate plus 2.50% or the Alternate Base Rate plus 1.50% . The balance of the Select term loan will be payable on March 6, 2025; however, if Select’s 6.375% senior notes, which are due June 1, 2021, are outstanding on March 1, 2021, the maturity date for the Select term loan will become March 1, 2021. The Select revolving facility will be payable on March 6, 2022; however, if Select’s 6.375% senior notes are outstanding on February 1, 2021, the maturity date for the Select revolving facility will become February 1, 2021. Select will be required to prepay borrowings under the Select credit facilities with (i) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and, to the extent required, the payment of certain indebtedness secured by liens having priority over the debt under the Select credit facilities or subject to a first lien intercreditor agreement, (ii) 100% of the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (iii) 50% of excess cash flow (as defined in the Select credit agreement) if Select’s leverage ratio, as specified in the Select credit agreement, is greater than 4.50 to 1.00 and 25% of excess cash flow if Select’s leverage ratio is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00, in each case, reduced by the aggregate amount of term loans, revolving loans and certain other debt optionally prepaid during the applicable fiscal year. Select will not be required to prepay borrowings with excess cash flow if Select’s leverage ratio is less than or equal to 4.00 to 1.00 . The Select revolving facility requires Select to maintain a leverage ratio, as specified in the Select credit agreement, not to exceed 6.25 to 1.00 . The leverage ratio is tested quarterly. After March 31, 2019, the leverage ratio must not exceed 6.00 to 1.00 . Failure to comply with this covenant would result in an event of default under the Select revolving facility and, absent a waiver or an amendment from the revolving lenders, preclude Select from making further borrowings under the Select revolving facility and permit the revolving lenders to accelerate all outstanding borrowings under the Select revolving facility. The termination of the Select revolving facility commitments and the acceleration of amounts outstanding thereunder would constitute an event of default with respect to the Select term loan. For each of the four fiscal quarters during the year ended December 31, 2018 , Select was required to maintain its leverage ratio at less than 6.25 to 1.00 . As of December 31, 2018 , Select’s leverage ratio was 4.64 to 1.00 . The Select credit facilities also contain a number of other affirmative and restrictive covenants, including limitations on mergers, consolidations and dissolutions; sales of assets; investments and acquisitions; indebtedness; liens; affiliate transactions; and dividends and restricted payments. The Select credit facilities contain events of default for non-payment of principal and interest when due (subject, as to interest, to a grace period), cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control. Borrowings under the Select credit facilities are guaranteed by Holdings and substantially all of Select’s current domestic subsidiaries and will be guaranteed by substantially all of Select’s future domestic subsidiaries. Borrowings under the Select credit facilities are secured by substantially all of Select’s existing and future property and assets and by a pledge of Select’s capital stock, the capital stock of Select’s domestic subsidiaries, and up to 65% of the capital stock of Select’s foreign subsidiaries held directly by Select or a domestic subsidiary. On the last day of each calendar quarter, Select is required to pay each lender a commitment fee in respect of any unused commitments under the revolving facility, which is currently 0.50% per annum and subject to adjustment based on Select’s leverage ratio, as specified in the Select credit agreement. At December 31, 2018 , Select had outstanding borrowings under the Select credit facilities consisting of a $1,129.9 million Select term loan (excluding unamortized original issue discounts and debt issuance costs totaling $19.0 million ) which matures on March 6, 2025, and borrowings of $20.0 million (excluding letters of credit) under the Select revolving facility which matures on March 6, 2022. At December 31, 2018 , Select had $392.5 million of availability under the Select revolving facility after giving effect to $37.5 million of outstanding letters of credit. Excess Cash Flow For the year ended December 31, 2018 , the Select credit agreement will require a prepayment of borrowings of 50% of excess cash flow. This will result in a prepayment of approximately $98.8 million . The Company expects to have the borrowing capacity and intends to use borrowings under the Select revolving facility, which has a maturity date of March 6, 2022, to make all or a portion of the required prepayment during the quarter ended March 31, 2019; accordingly, the prepayment is reflected in long-term debt, net of current portion on the consolidated balance sheet as of December 31, 2018. Upon prepayment during the quarter ended March 31, 2019, the remaining principal outstanding under the Select term loan will be due at maturity on March 6, 2025. The Company was no t required to make prepayments of borrowings as a result of excess cash flow from the years ended December 31, 2016 and 2017 . Senior Notes On May 28, 2013, Select issued and sold $600.0 million aggregate principal amount of 6.375% senior notes due June 1, 2021. On March 11, 2014, Select issued and sold $110.0 million aggregate principal amount of additional 6.375% senior notes, due June 1, 2021, at 101.5% of the aggregate principal amount (the “additional notes”). The notes were issued as additional notes under the indenture pursuant to which it previously issued $600.0 million of 6.375% senior notes due June 1, 2021 (the “existing notes” and, together with the additional notes, the “senior notes”). The additional notes are treated as a single series with the existing notes and have the same terms as those of the existing notes. Interest on the senior notes accrues at the rate of 6.375% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year. The senior notes are Select’s senior unsecured obligations and rank equally in right of payment with all of its other existing and future senior unsecured indebtedness and senior in right of payment to all of its existing and future subordinated indebtedness. The senior notes are fully and unconditionally guaranteed by all of Select’s wholly owned subsidiaries. The senior notes are guaranteed, jointly and severally, by Select’s direct or indirect existing and future domestic restricted subsidiaries other than certain non-guarantor subsidiaries. Select may redeem some or all of the senior notes at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest, if any, if redeemed during the twelve-month period beginning on June 1 of the years indicated below: Year Redemption Price 2018 101.594 % 2019 and thereafter 100.000 % Select is obligated to offer to repurchase the senior notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change of control events. These restrictions and prohibitions are subject to certain qualifications and exceptions. The indenture relating to the senior notes contains covenants that, among other things, limit Select’s ability and the ability of certain of its subsidiaries to grant liens on its assets; make dividend payments, other distributions or other restricted payments; incur restrictions on the ability of Select’s restricted subsidiaries to pay dividends or make other payments; enter into sale and leaseback transactions; merge, consolidate, transfer or dispose of substantially all of their assets; incur additional indebtedness; make investments; sell assets, including capital stock of subsidiaries; use the proceeds from sales of assets, including capital stock of restricted subsidiaries; and enter into transactions with affiliates. In addition, the indenture requires, among other things, Select to provide financial and current reports to holders of the senior notes or file such reports electronically with the SEC. These covenants are subject to a number of exceptions, limitations and qualifications set forth in the indenture. Concentra credit facilities Concentra First Lien Credit Agreement On June 1, 2015, the Concentra first lien credit agreement provided for $500.0 million in first lien loans comprised of a $450.0 million , seven -year term loan (the “existing Concentra first lien term loan”) and a $50.0 million , five -year revolving credit facility (the “Concentra revolving facility”). Borrowings under the Concentra first lien credit agreement had an interest rate equal to: (i) in the case of the existing Concentra first lien term loan, the Adjusted LIBO Rate (as defined in the Concentra first lien credit agreement) plus 3.00% (subject to an Adjusted LIBO Rate floor of 1.00% ), or the Alternate Base Rate (as defined in the Concentra first lien credit agreement) plus 2.00% (subject to an Alternate Base Rate floor of 2.00% ), and (ii) in the case of the Concentra revolving facility, the Adjusted LIBO Rate plus a percentage ranging from 2.75% to 3.00% , or the Alternate Base Rate plus a percentage ranging from 1.75% to 2.00% , in each case based on Concentra’s leverage ratio, as specified in the Concentra first lien credit agreement. On September 26, 2016, Concentra amended the Concentra first lien credit agreement. The credit agreement amendment provided an additional $200.0 million of first lien term loans due June 1, 2022, the proceeds of which were used to prepay in full Concentra’s then-outstanding $200.0 million eight -year second lien term loan due June 1, 2023, which was provided under a second lien credit agreement, and also amended certain restrictive covenants to give Concentra greater operational flexibility. Borrowings under the then-outstanding second lien term loan had an interest rate equal to the Adjusted LIBO Rate (as defined in the second lien credit agreement) plus 8.00% (subject to an Adjusted LIBO Rate floor of 1.00% ), or the Alternate Base Rate (as defined in the second lien credit agreement) plus 7.00% (subject to an Alternate Base Rate floor of 2.00% ). On February 1, 2018, Concentra amended the Concentra first lien credit agreement to, among other things, provide for (i) an additional $555.0 million in first lien term loans that, along with the existing Concentra first lien term loan, have a maturity date of June 1, 2022 (collectively, the “Concentra first lien term loan”) and (ii) an additional $25.0 million of revolving loans, that along with the existing $50.0 million revolving loans, comprise the five -year Concentra revolving facility under the terms of the existing Concentra first lien credit agreement. The amendment also decreased the applicable interest rate on the Concentra first lien term loan to the Adjusted LIBO Rate plus 2.75% (subject to an Adjusted LIBO Rate floor of 1.00% ), or to the Alternate Base Rate plus 1.75% (subject to an Alternate Base Rate floor of 2.00% ). Concentra used borrowings under the Concentra first lien credit agreement and the Concentra second lien credit agreement, as described below, together with cash on hand, to pay the cash purchase price for the issued and outstanding stock of U.S. HealthWorks to DHHC and to finance the redemption and reorganization transactions executed under the Purchase Agreement (as described in Note 2), as well as to pay fees and expenses associated with the financing. On October 26, 2018, Concentra amended the Concentra first lien credit agreement to, among other things, provide for (i) an applicable interest rate on the Concentra first lien term loan of the Adjusted LIBO Rate plus a percentage ranging from 2.50% to 2.75% (with 2.75% being the initial rate), or the Alternate Base Rate plus a percentage ranging from 1.50% to 1.75% (with 1.75% being the initial rate), in each case subject to a specified credit rating, and (ii) decrease the applicable interest rate on the loans outstanding under the Concentra revolving facility from the Adjusted LIBO Rate plus a percentage ranging from 2.75% to 3.00% to the Adjusted LIBO Rate plus a percentage ranging from 2.25% to 2.50% , or from the Alternate Base Rate plus a percentage ranging from 1.75% to 2.00% to the Alternate Base Rate plus a percentage ranging from 1.25% to 1.50% , in each case subject to Concentra’s leverage ratio. As amended, the Adjusted LIBO Rate and Alternate Base Rate under the Concentra first lien credit agreement are no longer subject to a floor. As of December 31, 2018, the applicable interest rate for the Concentra first lien term loan was the Adjusted LIBO Rate plus 2.75% or the Alternate Base Rate plus 1.75% . The Concentra first lien credit agreement requires Concentra to maintain a leverage ratio, as specified in the Concentra first lien credit agreement, of 5.75 to 1.00 which is tested quarterly, but only if Revolving Exposure (as defined in the Concentra first lien credit agreement) exceeds 30% of Revolving Commitments (as defined in the Concentra first lien credit agreement) on such day. Failure to comply with this covenant would result in an event of default under the Concentra revolving facility only and, absent a waiver or an amendment from the revolving lenders, preclude Concentra from making further borrowings under the Concentra revolving facility and permit the revolving lenders to accelerate all outstanding borrowings under the Concentra revolving facility. Upon such acceleration, Concentra’s failure to comply with the financial covenant would result in an event of default with respect to the Concentra first lien term loan. Upon the acceleration of the revolving loans and the Concentra first lien term loan, an event of default would result with respect to the Concentra second lien credit agreement. Concentra Second Lien Credit Agreement On February 1, 2018, Concentra entered into a second lien credit agreement (the “Concentra second lien credit agreement” and, together with the Concentra first lien credit agreement, the “Concentra credit facilities”) with Concentra Holdings, Inc., Wells Fargo Bank, National Association, as the administrative agent and the collateral agent, and the other lenders party thereto. The Concentra second lien credit agreement provided for $240.0 million in term loans (the “Concentra second lien term loan” and, together with the Concentra first lien term loan, the “Concentra term loans”) with a maturity date of June 1, 2023. Borrowings under the Concentra second lien credit agreement bear interest at a rate equal to the Adjusted LIBO Rate (as defined in the Concentra second lien credit agreement) plus 6.50% (subject to an Adjusted LIBO Rate floor of 1.00% ), or the Alternate Base Rate (as defined in the Concentra second lien credit agreement) plus 5.50% (subject to an Alternate Base Rate floor of 2.00% ). In the event that, on or prior to February 1, 2019, Concentra voluntarily prepays any of the Concentra second lien term loan or refinances such term loans with net proceeds of other indebtedness, Concentra will pay a premium of 2.00% of the aggregate principal amount of the Concentra second lien term loan prepaid. If, on or prior to February 1, 2020, Concentra voluntarily prepays any of the Concentra second lien term loan or refinances such term loans with net proceeds of other indebtedness, Concentra will pay a premium of 1.00% of the aggregate principal amount of the Concentra second lien term loan prepaid. Concentra Credit Facilities Concentra will be required to prepay borrowings under the Concentra credit facilities with (i) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and the payment of certain indebtedness secured by liens, (ii) 100% of the net cash proceeds received from the issuance of debt obligations (other than certain permitted debt obligations), and (iii) 50% of excess cash flow (as defined in the Concentra credit facilities) if Concentra’s leverage ratio is greater than 4.25 to 1.00 and 25% of excess cash flow if Concentra’s leverage ratio is less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 , in each case, reduced by the aggregate amount of term loans and certain debt secured on a pari passu basis optionally prepaid during the applicable fiscal year and the aggregate amount of revolving commitments reduced permanently during the applicable fiscal year (other than in connection with a refinancing). Concentra will not be required to prepay borrowings with excess cash flow if Concentra’s leverage ratio is less than or equal to 3.75 to 1.00 . No mandatory prepayment is required under the Concentra second lien credit agreement to the extent any mandatory prepayment is applied to indebtedness secured by liens ranking prior to the Concentra second lien credit agreement (and to the extent such debt is revolving indebtedness, such prepayment is accompanied by a permanent reduction of the applicable commitments). The Concentra credit facilities also contain a number of affirmative and restrictive covenants, including limitations on mergers, consolidations and dissolutions; sales of assets; investments and acquisitions; indebtedness; liens; affiliate transactions; and dividends and restricted payments. The Concentra credit facilities contain events of default for non-payment of principal and interest when due (subject to a grace period for interest), cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control. The borrowings under the Concentra first lien credit agreement are guaranteed, on a first lien basis, and the borrowings under the Concentra second lien credit agreement are guaranteed, on a second lien basis, by Concentra Holdings, Inc., Concentra, and certain domestic subsidiaries of Concentra (subject, in each case, to permitted liens). These borrowings will also be guaranteed by certain of Concentra’s future domestic subsidiaries. The borrowings under the Concentra credit facilities are secured by substantially all of Concentra's and its domestic subsidiaries’ existing and future property and assets and by a pledge of Concentra's capital stock, the capital stock of certain of Concentra's domestic subsidiaries and up to 65% of the voting capital stock and 100% of the non-voting capital stock of Concentra's foreign subsidiaries, if any. At December 31, 2018 , Concentra had outstanding borrowings under the Concentra credit facilities consisting of the $1,414.2 million Concentra term loans (excluding unamortized discounts and debt issuance costs totaling $21.4 million ). Concentra did not have any borrowings under the Concentra revolving facility. At December 31, 2018 , Concentra had $62.3 million of availability under the Concentra revolving facility after giving effect to $12.7 million of outstanding letters of credit. Excess Cash Flow Payment For the year ended December 31, 2016 , the Concentra first lien credit agreement required a prepayment of borrowings of $23.1 million as a result of excess cash flow. The prepayment was made on March 1, 2017. Concentra was no t required to make a prepayment of borrowings as a result of excess cash flow from the year ended December 31, 2017 . For the year ended December 31, 2018 , the Concentra first lien credit agreement will require a prepayment of borrowings of 50% of excess cash flow. This will result in a prepayment of approximately $33.9 million . Concentra expects to use cash on hand to make all or a portion of the required prepayment during the quarter ended March 31, 2019; accordingly, the prepayment is reflected in current portion of long-term debt and notes payable on the consolidated balance sheet as of December 31, 2018. Upon prepayment during the quarter ended March 31, 2019, the remaining principal outstanding under the Concentra first lien term loan will be due at maturity on June 1, 2022. Fair Value The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy for Select’s 6.375% senior notes and for its credit facilities. Level 2 in the fair value hierarchy is defined as inputs that are observable for the asset or liability, either directly or indirectly, which includes quoted prices for identical assets or liabilities in markets that are not active. The fair values of the Select credit facilities and the Concentra credit facilities were based on quoted market prices for this debt in the syndicated loan market. The fair value of Select’s 6.375% senior notes was based on quoted market prices. The carrying amount of other debt, principally short-term notes payable, approximates fair value. Loss on Early Retirement of Debt During the year ended December 31, 2016, the Company refinanced a portion of the term loans outstanding under the 2011 Select credit facilities, which resulted in a loss on early retirement of debt of $0.8 million . Additionally, Concentra prepaid its second lien term loan, which resulted in a loss on early retirement of debt of $10.9 million . During the year ended December 31, 2017, the Company refinanced the 2011 Select credit facilities which resulted in a loss on early retirement of debt of $19.7 million . The loss on early retirement of debt consisted of $6.5 million of debt extinguishment losses and $13.2 million of debt modification losses. During the year ended December 31, 2018, the Company refinanced the Select and Concentra credit facilities which resulted in losses on early retirement of debt of $14.2 million . The losses on early retirement of debt consisted of $3.0 million of debt extinguishment losses and $11.2 million of debt modification losses. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following table summarizes the share activity for Holdings: For the Year Ended December 31, 2016 2017 2018 (in thousands) Restricted stock granted 1,426 1,598 1,491 Common stock issued through stock option exercise 202 227 185 Unvested restricted stock forfeitures 82 27 168 Stock repurchases for satisfaction of tax obligations 232 280 357 Holdings’ board of directors has authorized a common stock repurchase program to repurchase up to $500.0 million worth of shares of its common stock. The program has been extended until December 31, 2019, and will remain in effect until then, 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 is funding this program with cash on hand and borrowings under the Select revolving facility. Holdings did not repurchase shares during the years ended December 31, 2016 , 2017 , and 2018 . The common stock repurchase program has available capacity of $185.2 million as of December 31, 2018 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s reportable segments consist of the critical illness recovery hospital segment (previously referred to as the long term acute care segment), rehabilitation hospital segment (previously referred to as the inpatient rehabilitation segment), outpatient rehabilitation segment, and Concentra segment. Other activities include the Company’s corporate shared services and certain other non-consolidating joint ventures and minority investments in other healthcare related businesses. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance of the 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, acquisition costs associated with Physiotherapy and U.S. HealthWorks, non-operating gain (loss), 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. The segment results of Holdings are identical to those of Select. For the Year Ended December 31, 2016 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation (4) Concentra Other Total (in thousands) Net operating revenues (1) $ 1,756,961 $ 498,100 $ 979,363 $ 982,495 $ 541 $ 4,217,460 Adjusted EBITDA 224,609 56,902 129,830 143,009 (88,543 ) 465,807 Total assets (2)(3) 1,910,013 621,105 969,014 1,313,176 107,318 4,920,626 Capital expenditures 48,626 60,513 21,286 15,946 15,262 161,633 For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Net operating revenues (1) $ 1,725,022 $ 622,469 $ 1,003,830 $ 1,013,224 $ 700 $ 4,365,245 Adjusted EBITDA 252,679 90,041 132,533 157,561 (94,822 ) 537,992 Total assets (3) 1,848,783 868,517 954,661 1,340,919 114,286 5,127,166 Capital expenditures 49,720 96,477 27,721 28,912 30,413 233,243 For the Year Ended December 31, 2018 Critical Illness Recovery Hospitals Rehabilitation Hospitals Outpatient Rehabilitation Concentra (5) Other Total (in thousands) Net operating revenues (1) $ 1,753,584 $ 707,514 $ 1,062,487 $ 1,557,673 $ — $ 5,081,258 Adjusted EBITDA 243,015 108,927 142,005 251,977 (100,769 ) 645,155 Total assets (3) 1,771,605 894,192 1,002,819 2,178,868 116,781 5,964,265 Capital expenditures 40,855 42,389 30,553 42,205 11,279 167,281 A reconciliation of Adjusted EBITDA to income before income taxes is as follows: For the Year Ended December 31, 2016 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation (4) Concentra Other Total (in thousands) Adjusted EBITDA $ 224,609 $ 56,902 $ 129,830 $ 143,009 $ (88,543 ) Depreciation and amortization (43,862 ) (12,723 ) (22,661 ) (60,717 ) (5,348 ) Stock compensation expense — — — (770 ) (16,643 ) Physiotherapy acquisition costs — — — — (3,236 ) Income (loss) from operations $ 180,747 $ 44,179 $ 107,169 $ 81,522 $ (113,770 ) $ 299,847 Loss on early retirement of debt (11,626 ) Equity in earnings of unconsolidated subsidiaries 19,943 Non-operating gain 42,651 Interest expense (170,081 ) Income before income taxes $ 180,734 For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Adjusted EBITDA $ 252,679 $ 90,041 $ 132,533 $ 157,561 $ (94,822 ) Depreciation and amortization (45,743 ) (20,176 ) (24,607 ) (61,945 ) (7,540 ) Stock compensation expense — — — (993 ) (18,291 ) U.S. HealthWorks acquisition costs — — — (2,819 ) — Income (loss) from operations $ 206,936 $ 69,865 $ 107,926 $ 91,804 $ (120,653 ) $ 355,878 Loss on early retirement of debt (19,719 ) Equity in earnings of unconsolidated subsidiaries 21,054 Non-operating loss (49 ) Interest expense (154,703 ) Income before income taxes $ 202,461 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (5) Other Total (in thousands) Adjusted EBITDA $ 243,015 $ 108,927 $ 142,005 $ 251,977 $ (100,769 ) Depreciation and amortization (45,797 ) (24,101 ) (27,195 ) (95,521 ) (9,041 ) Stock compensation expense — — — (2,883 ) (20,443 ) U.S. HealthWorks acquisition costs — — — (2,895 ) — Income (loss) from operations $ 197,218 $ 84,826 $ 114,810 $ 150,678 $ (130,253 ) $ 417,279 Loss on early retirement of debt (14,155 ) Equity in earnings of unconsolidated subsidiaries 21,905 Non-operating gain 9,016 Interest expense (198,493 ) Income before income taxes $ 235,552 _______________________________________________________________________________ (1) Net operating revenues were retrospectively conformed to reflect the adoption of Topic 606, Revenue from Contracts with Customers. (2) Total assets were retrospectively conformed to reflect the adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which resulted in a reduction to total assets of $23.8 million . (3) The critical illness recovery hospital segment includes $24.4 million , $9.8 million , and $9.8 million in real estate assets held for sale on December 31, 2016 , 2017 , and 2018 , respectively. (4) The outpatient rehabilitation segment includes the operating results of the Company’s contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016. (5) |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The following tables disaggregate the Company’s net operating revenues by operating segment: For the Year Ended December 31, 2016 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (in thousands) Patient service revenues: Medicare $ 936,083 $ 191,037 $ 136,283 $ 2,235 Non-Medicare 797,431 161,821 739,102 969,682 Total patient services revenues 1,733,514 352,858 875,385 971,917 Other revenues 23,447 145,242 103,978 10,578 Total net operating revenues $ 1,756,961 $ 498,100 $ 979,363 $ 982,495 For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (in thousands) Patient service revenues: Medicare $ 903,503 $ 259,221 $ 148,403 $ 2,128 Non-Medicare 810,723 207,196 739,531 1,002,787 Total patient services revenues 1,714,226 466,417 887,934 1,004,915 Other revenues 10,796 156,052 115,896 8,309 Total net operating revenues $ 1,725,022 $ 622,469 $ 1,003,830 $ 1,013,224 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (in thousands) Patient service revenues: Medicare $ 893,429 $ 293,913 $ 161,054 $ 2,168 Non-Medicare 847,447 254,215 762,247 1,545,852 Total patient services revenues 1,740,876 548,128 923,301 1,548,020 Other revenues 12,708 159,386 139,186 9,653 Total net operating revenues $ 1,753,584 $ 707,514 $ 1,062,487 $ 1,557,673 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Holdings awards stock-based compensation in the form of stock options and restricted stock awards under its equity incentive plans. On June 2, 2016, Holdings adopted the Select Medical Holdings Corporation 2016 Equity Incentive Plan (the “Plan”) and its existing plans were frozen. The total capacity for restricted stock and stock option awards under the Plan is 7,698,700 awards, as adjusted for forfeited restricted stock and stock options awards through December 31, 2018 . As of December 31, 2018 , Holdings has capacity to issue 3,184,185 restricted stock and stock option awards under the Plan. Holdings’ equity plan allows for authorized but previously unissued shares or shares previously issued and outstanding and reacquired by Holdings to satisfy these awards. On November 8, 2005, the board of directors of Holdings adopted a director equity incentive plan (“Director Plan”) and on August 12, 2009, the board of directors and stockholders of Holdings approved an amendment and restatement of the Director Plan. This amendment authorized Holdings to issue under the Director Plan options to purchase up to 75,000 shares of its common stock and restricted stock awards covering up to 150,000 shares of its common stock. On June 2, 2016, upon the adoption of the Select Medical Holdings Corporation 2016 Equity Incentive Plan, the Director Plan was frozen. The Company measures the compensation costs of stock-based compensation arrangements based on the grant-date fair value and recognizes the costs over the period during which employees are required to provide services. The Company values restricted stock awards by using the closing market price of its stock on the date of grant. The Company values stock options using the Black-Scholes option-pricing model. There were no options granted during the year ended December 31, 2018 . The Company recognizes any forfeitures as they occur. Transactions related to restricted stock awards are as follows: Shares Weighted Average Grant Date Fair Value (share amounts in thousands) Unvested balance, January 1, 2018 4,468 $ 13.85 Granted 1,491 19.72 Vested (1,341 ) 14.22 Forfeited (168 ) 14.47 Unvested balance, December 31, 2018 4,450 $ 15.68 For the years ended December 31, 2016 , 2017 , and 2018 , the weighted average grant date fair value of restricted stock awards granted was $11.57 , $15.84 , and $19.72 , respectively. For the years ended December 31, 2016 , 2017 , and 2018 , the total fair value of restricted stock awards vested was $8.4 million , $17.1 million , and $19.1 million , respectively. As of December 31, 2018 , there were 105,000 stock options outstanding and exercisable. The outstanding and exercisable shares have a weighted average exercise price of $9.18 and a weighted average remaining contractual life of 0.9 years . As of December 31, 2017 , there were 291,775 stock options outstanding and exercisable which had a weighted average exercise price of $9.26 . During the year ended December 31, 2018, 185,275 options were exercised, which had a weighted average exercise price of $9.30 , and 1,500 options were canceled, which had a weighted average exercise price of $10.00 . For the years ended December 31, 2016 , 2017 , and 2018 , the total intrinsic value of options exercised was $0.8 million , $1.6 million , and $1.8 million , respectively. At December 31, 2018 , the aggregate intrinsic value of options outstanding and options exercisable was $0.6 million . Stock compensation expense recognized by the Company was as follows: For the Year Ended December 31, 2016 2017 2018 (in thousands) Stock compensation expense: Included in general and administrative $ 14,607 $ 15,706 $ 17,604 Included in cost of services 2,806 3,578 5,722 Total $ 17,413 $ 19,284 $ 23,326 Stock compensation expense based on current stock-based awards for each of the next five years is estimated to be as follows: 2019 2020 2021 2022 2023 (in thousands) Stock compensation expense $ 22,998 $ 16,566 $ 8,976 $ 3,302 $ 213 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company’s income tax expense for the years ended December 31, 2016 , 2017 , and 2018 were as follows: For the Year Ended December 31, 2016 2017 2018 (in thousands) Current income tax expense: Federal $ 54,726 $ 45,809 $ 36,072 State and local 13,329 8,331 15,321 Total current income tax expense 68,055 54,140 51,393 Deferred income tax expense (benefit) (12,591 ) (72,324 ) 7,217 Total income tax expense (benefit) $ 55,464 $ (18,184 ) $ 58,610 Reconciliations of the statutory federal income tax rate to the effective income tax rate are as follows: For the Year Ended December 31, 2016 2017 2018 Federal income tax at statutory rate 35.0 % 35.0 % 21.0 % State and local income taxes, less federal income tax benefit 3.6 3.7 5.0 Permanent differences 1.4 1.7 2.1 Tax benefit from the sale of businesses (6.7 ) — — Valuation allowance 0.2 (7.3 ) 0.5 Uncertain tax positions (1.3 ) (0.6 ) (0.8 ) Non-controlling interest (0.5 ) 0.5 (2.1 ) Stock-based compensation (0.7 ) (1.3 ) (2.2 ) Deferred income taxes - state income tax rate adjustment — (2.8 ) 0.4 Deferred income taxes - tax legislation rate adjustment — (37.5 ) — Other (0.3 ) (0.4 ) 1.0 Total effective income tax rate 30.7 % (9.0 )% 24.9 % On December 22, 2017, the Tax Cuts and Jobs Act was signed into law which made significant changes to the Internal Revenue Code. These changes included a corporate tax rate decrease to 21% from 35% effective after December 31, 2017. ASC Topic 740, Income Taxes , requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted at the income tax rates in which the deferred tax balances are expected to reverse. While the effective date of the new corporate tax rate was January 1, 2018, the Company recorded the effect on its deferred tax balances as of December 31, 2017. The Company recognized an income tax benefit of $71.5 million to reflect these effects during the year ended December 31, 2017. The Company’s accounting for the effects of the Tax Cuts and Jobs Act is complete as of December 31, 2018. The Company’s deferred tax assets and liabilities are as follows: December 31, 2017 2018 (in thousands) Deferred tax assets Allowance for doubtful accounts $ 8,792 $ 10,313 Compensation and benefit-related accruals 50,936 51,900 Professional malpractice liability insurance 11,036 13,644 Deferred revenue 319 209 Federal and state net operating loss and state tax credit carryforwards 36,112 40,163 Interest limitation carryforward — 4,675 Stock awards 6,591 5,695 Equity investments 1,452 2,055 Other 3,543 3,271 Deferred tax assets $ 118,781 $ 131,925 Valuation allowance (12,986 ) (17,893 ) Deferred tax assets, net of valuation allowance $ 105,795 $ 114,032 Deferred tax liabilities Deferred income $ (19,608 ) $ (13,891 ) Investment in unconsolidated affiliates (4,457 ) (5,653 ) Depreciation and amortization (179,055 ) (217,950 ) Deferred financing costs (4,528 ) (8,324 ) Other (3,673 ) (3,488 ) Deferred tax liabilities $ (211,321 ) $ (249,306 ) Deferred tax liabilities, net of deferred tax assets $ (105,526 ) $ (135,274 ) The Company’s deferred tax assets and liabilities are included in the consolidated balance sheet captions as follows: December 31, 2017 2018 (in thousands) Other assets $ 19,391 $ 18,621 Non-current deferred tax liability (124,917 ) (153,895 ) $ (105,526 ) $ (135,274 ) As of December 31, 2017 and 2018 , the Company’s valuation allowance is primarily attributable to the uncertainty regarding the realization of state net operating losses and other net deferred tax assets of loss entities. The state net deferred tax assets have a full valuation allowance recorded for entities that have a cumulative history of pre-tax losses (current year in addition to the two prior years). For the year ended December 31, 2017 , the Company recorded a net valuation allowance release of $13.4 million which was comprised of a valuation release of $14.1 million related to federal net operating losses acquired as part of the Physiotherapy acquisition and $0.2 million of expired state net operating losses, partially offset by a $0.9 million increase in the valuation allowance for newly generated state net operating losses. For the year ended December 31, 2018 , the Company recorded a net valuation allowance increase of $4.9 million . This increase was comprised of a $3.9 million valuation allowance recognized on net operating losses acquired and recorded as part of U.S. HealthWorks’ opening balance sheet, and a $1.0 million valuation allowance recognized as a result of a net change in state net operating losses for the year ended December 31, 2018 . The changes in the Company’s valuation allowance were recognized as a result of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized. At December 31, 2017 and 2018 , the Company’s net deferred tax liabilities of approximately $105.5 million and $135.3 million , respectively, consist of items which have been recognized for tax reporting purposes, but which will increase tax on returns to be filed in the future, and include the use of net operating loss carryforwards. The Company has performed an assessment of positive and negative evidence regarding the realization of the net deferred tax assets. This assessment included a review of legal entities with three years of cumulative losses, estimates of projected future taxable income, the effects on future taxable income resulting from the reversal of existing deferred tax liabilities in future periods, and the impact of tax planning strategies that management would and could implement in order to keep deferred tax assets from expiring unused. Although realization is not assured, based on the Company’s assessment, it has concluded that it is more likely than not that such assets, net of the determined valuation allowance, will be realized. The total state net operating losses are approximately $698.1 million . State net operating loss carryforwards expire and are subject to valuation allowances as follows: State Net Operating Losses Gross Valuation Allowance (in thousands) 2019 $ 11,508 $ 5,830 2020 16,798 14,619 2021 12,103 11,395 2022 36,556 35,564 Thereafter through 2037 621,161 447,368 |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Savings Plan | Retirement Savings Plan Select sponsors a defined contribution retirement savings plan for substantially all of its employees. Employees who are not classified as highly compensated employees (“HCE’s”) may contribute up to 30% of their salary; HCE’s may contribute up to 8% of their salary. The plan provides a discretionary company match which is determined annually. Currently, Select matches 25% of the first 6% of compensation employees contribute to the plan. The employees vest in the employer contributions over a three -year period beginning on the employee’s hire date. The expense incurred by Select related to this plan was $14.7 million , $15.2 million , and $19.5 million during the years ended December 31, 2016 , 2017 , and 2018 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table sets forth the net income attributable to the Company, its common shares outstanding, and its participating securities outstanding. There were no dividends declared or contractual dividends paid for the years ended December 31, 2016 , 2017 , and 2018 . Basic EPS Diluted EPS For the Year Ended December 31, For the Year Ended December 31, 2016 2017 2018 2016 2017 2018 (in thousands) Net income $ 125,270 $ 220,645 $ 176,942 $ 125,270 $ 220,645 $ 176,942 Less: net income attributable to non-controlling interests 9,859 43,461 39,102 9,859 43,461 39,102 Net income attributable to the Company 115,411 177,184 137,840 115,411 177,184 137,840 Less: net income attributable to participating securities 3,521 5,758 4,551 3,517 5,751 4,548 Net income attributable to common shares $ 111,890 $ 171,426 $ 133,289 $ 111,894 $ 171,433 $ 133,292 The following tables set forth the computation of EPS under the two-class method: For the Year Ended December 31, 2018 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 133,289 130,172 $ 1.02 $ 133,292 130,256 $ 1.02 Participating securities 4,551 4,444 $ 1.02 4,548 4,444 $ 1.02 Total Company $ 137,840 $ 137,840 For the Year Ended December 31, 2017 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 171,426 128,955 $ 1.33 $ 171,433 129,126 $ 1.33 Participating securities 5,758 4,332 $ 1.33 5,751 4,332 $ 1.33 Total Company $ 177,184 $ 177,184 For the Year Ended December 31, 2016 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 111,890 127,813 $ 0.88 $ 111,894 127,968 $ 0.87 Participating securities 3,521 4,022 $ 0.88 3,517 4,022 $ 0.87 Total Company $ 115,411 $ 115,411 _______________________________________________________________________________ (1) Represents the weighted average share count outstanding during the period. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases facilities and equipment from unrelated parties under operating leases. At December 31, 2018 , future minimum lease obligations on long-term, non-cancelable operating leases are approximately as follows (in thousands): 2019 $ 261,915 2020 224,306 2021 185,587 2022 142,655 2023 104,866 Thereafter 470,694 $ 1,390,023 For the years ended December 31, 2016 , 2017 , and 2018 , total rent expense for facility and equipment operating leases, including cancelable leases, was $265.1 million , $267.4 million , and $307.8 million , respectively. For the years ended December 31, 2016 , 2017 , and 2018 , facility rent expense to unrelated parties, a component of total rent expense, was $220.8 million , $224.2 million , and $262.6 million , respectively. The Company rents its corporate office space from related parties. The Company made payments for office rent, leasehold improvements, and miscellaneous expenses of $5.0 million , $6.2 million , and $6.3 million to related parties for the years ended December 31, 2016 , 2017 , and 2018 , respectively. As of December 31, 2018 , future rental commitments under outstanding agreements with related parties are approximately as follows (in thousands): 2019 $ 5,931 2020 7,405 2021 7,568 2022 7,500 2023 2,893 Thereafter 13,344 $ 44,641 Construction Commitments At December 31, 2018 , the Company had outstanding commitments under construction contracts related to new construction, improvements, and renovations totaling approximately $21.6 million . 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 operations, the Company currently maintains insurance coverages under a combination of policies with a total annual aggregate limit up to $40.0 million . 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 numerous programs that are designed to respond to the risks of the specific joint venture. The annual aggregate limit under these programs ranges from $5.0 million to $20.0 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 reviews its insurance program annually and may make adjustments to the amount of insurance coverage and self-insured retentions in future years. The Company also maintains umbrella liability insurance covering claims which, due to their nature or amount, are not covered by or not fully covered by the Company’s other insurance policies. These insurance policies also do not generally cover punitive damages and are subject to various deductibles and policy limits. 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. Evansville Litigation. On October 19, 2015, the plaintiff-relators filed a Second Amended Complaint in United States of America, ex rel. Tracy Conroy, Pamela Schenk and Lisa Wilson v. Select Medical Corporation, Select Specialty Hospital-Evansville, LLC (“SSH‑Evansville”), Select Employment Services, Inc., and Dr. Richard Sloan. The case is a civil action filed in the United States District Court for the Southern District of Indiana by private plaintiff-relators on behalf of the United States under the federal False Claims Act. The plaintiff-relators are the former CEO and two former case managers at SSH‑Evansville, and the defendants currently include the Company, SSH‑Evansville, a subsidiary of the Company serving as common paymaster for its employees, and a physician who practices at SSH‑Evansville. The plaintiff-relators allege that SSH‑Evansville discharged patients too early or held patients too long, improperly discharged patients to and readmitted them from short stay hospitals, up‑coded diagnoses at admission, and admitted patients for whom long‑term acute care was not medically necessary. They also allege that the defendants engaged in retaliation in violation of federal and state law. The Second Amended Complaint replaced a prior complaint that was filed under seal on September 28, 2012 and served on the Company on February 15, 2013, after a federal magistrate judge unsealed it on January 8, 2013. All deadlines in the case had been stayed after the seal was lifted in order to allow the government time to complete its investigation and to decide whether or not to intervene. On June 19, 2015, the United States Department of Justice notified the District Court of its decision not to intervene in the case. In December 2015, the defendants filed a Motion to Dismiss the Second Amended Complaint on multiple grounds, including that the action is disallowed by the False Claims Act’s public disclosure bar, which disqualifies qui tam actions that are based on fraud already publicly disclosed through enumerated sources, unless the relator is an original source, and that the plaintiff‑relators did not plead their claims with sufficient particularity, as required by the Federal Rules of Civil Procedure. Thereafter, the United States filed a notice asserting a veto of the defendants’ use of the public disclosure bar for claims arising from conduct from and after March 23, 2010, which was based on certain statutory changes to the public disclosure bar language included in the Affordable Care Act. On September 30, 2016, the District Court partially granted and partially denied the defendants’ Motion to Dismiss. It ruled that the plaintiff-relators alleged substantially the same conduct as had been publicly disclosed and that the plaintiff-relators are not original sources, so that the public disclosure bar requires dismissal of all non‑retaliation claims arising from conduct before March 23, 2010. The District Court also ruled that the statutory changes to the public disclosure bar gave the United States the power to veto its applicability to claims arising from conduct on and after March 23, 2010, and therefore did not dismiss those claims based on the public disclosure bar. However, the District Court ruled that the plaintiff-relators did not plead certain of their claims relating to interrupted stay manipulation and premature discharging of patients with the requisite particularity, and dismissed those claims. The District Court declined to dismiss the plaintiff relators’ claims arising from conduct from and after March 23, 2010 relating to delayed discharging of patients and up-coding and the plaintiff-relators’ retaliation claims. The plaintiff-relators then proposed a case management plan seeking nationwide discovery involving all of the Company’s LTCHs for the period from March 23, 2010 through the present and allowing discovery that would facilitate the use of statistical sampling to prove liability, which the defendants opposed. In April 2018, a U.S. magistrate judge ruled that plaintiff-relators’ discovery will be limited to only SSH-Evansville for the period from March 23, 2010 through September 30, 2016, and that the plaintiff-relators will be required to prove the fraud that they allege on a claim-by-claim basis, rather than using statistical sampling. The plaintiff-relators have appealed this decision to the District Judge. The Company intends to vigorously defend this action, but at this time the Company is unable to predict the timing and outcome of this matter. Wilmington Litigation. On January 19, 2017, the United States District Court for the District of Delaware unsealed a qui tam Complaint in United States of America and State of Delaware ex rel. Theresa Kelly v. Select Specialty Hospital-Wilmington, Inc. (“SSH‑Wilmington”), Select Specialty Hospitals, Inc., Select Employment Services, Inc., Select Medical Corporation, and Crystal Cheek, No. 16‑347‑LPS. The Complaint was initially filed under seal in May 2016 by a former chief nursing officer at SSH‑Wilmington and was unsealed after the United States filed a Notice of Election to Decline Intervention in January 2017. The corporate defendants were served in March 2017. In the complaint, the plaintiff‑relator alleges that the Select defendants and an individual defendant, who is a former health information manager at SSH‑Wilmington, violated the False Claims Act and the Delaware False Claims and Reporting Act based on allegedly falsifying medical practitioner signatures on medical records and failing to properly examine the credentials of medical practitioners at SSH‑Wilmington. In response to the Select defendants’ motion to dismiss the Complaint, in May 2017 the plaintiff-relator filed an Amended Complaint asserting the same causes of action. The Select defendants filed a Motion to Dismiss the Amended Complaint based on numerous grounds, including that the Amended Complaint did not plead any alleged fraud with sufficient particularity, failed to plead that the alleged fraud was material to the government’s payment decision, failed to plead sufficient facts to establish that the Select defendants knowingly submitted false claims or records, and failed to allege any reverse false claim. In March 2018, the District Court dismissed the plaintiff‑relator’s claims related to the alleged failure to properly examine medical practitioners’ credentials, her reverse false claims allegations, and her claim that defendants violated the Delaware False Claims and Reporting Act. It denied the defendants’ motion to dismiss claims that the allegedly falsified medical practitioner signatures violated the False Claims Act. Separately, the District Court dismissed the individual defendant due to plaintiff-relator’s failure to timely serve the amended complaint upon her. In March 2017, the plaintiff-relator initiated a second action by filing a Complaint in the Superior Court of the State of Delaware in Theresa Kelly v. Select Medical Corporation, Select Employment Services, Inc., and SSH‑Wilmington, C.A. No. N17C-03-293 CLS. The Delaware Complaint alleges that the defendants retaliated against her in violation of the Delaware Whistleblowers’ Protection Act for reporting the same alleged violations that are the subject of the federal Amended Complaint. The defendants filed a motion to dismiss, or alternatively to stay, the Delaware Complaint based on the pending federal Amended Complaint and the failure to allege facts to support a violation of the Delaware Whistleblowers’ Protection Act. In January 2018, the Court stayed the Delaware Complaint pending the outcome of the federal case. The Company intends to vigorously defend these actions, but at this time the Company is unable to predict the timing and outcome of this matter. Contract Therapy Subpoena. |
Financial Information for Subsi
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | 12 Months Ended |
Dec. 31, 2018 | |
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 | Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select’s 6.375% Senior Notes Select’s 6.375% senior notes are fully and unconditionally and jointly and severally guaranteed, except for customary limitations, on a senior basis by all of Select’s wholly owned subsidiaries (the “Subsidiary Guarantors”). The Subsidiary Guarantors are defined as subsidiaries 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” and Concentra Group Holdings Parent and its subsidiaries, the “Non-Guarantor Concentra”). Select conducts a significant portion of its business through its subsidiaries. Presented below is condensed consolidating financial information for Select, the Subsidiary Guarantors, the Non-Guarantor Subsidiaries, and Non-Guarantor Concentra. 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. Certain reclassifications have been made to prior reported amounts in order to conform to the current year guarantor structure. Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2018 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 77 $ 7,574 $ 4,411 $ 163,116 $ — $ 175,178 Accounts receivable — 397,674 118,683 190,319 — 706,676 Intercompany receivables — 1,787,184 83,230 — (1,870,414 ) (a) — Prepaid income taxes 10,205 5,711 — 4,623 — 20,539 Other current assets 17,866 31,181 14,048 27,036 — 90,131 Total Current Assets 28,148 2,229,324 220,372 385,094 (1,870,414 ) 992,524 Property and equipment, net 30,103 625,947 103,006 220,754 — 979,810 Investment in affiliates 4,497,167 127,036 — — (4,624,203 ) (b)(c) — Goodwill — 2,104,288 — 1,216,438 — 3,320,726 Identifiable intangible assets, net 3 102,120 5,020 330,550 — 437,693 Other assets 37,281 145,467 33,417 26,032 (8,685 ) (e) 233,512 Total Assets $ 4,592,702 $ 5,334,182 $ 361,815 $ 2,178,868 $ (6,503,302 ) $ 5,964,265 LIABILITIES AND EQUITY Current Liabilities: Overdrafts $ 25,083 $ — $ — $ — $ — $ 25,083 Current portion of long-term debt and notes payable 4,363 248 2,001 37,253 — 43,865 Accounts payable 14,033 84,343 20,956 27,361 — 146,693 Intercompany payables 1,787,184 83,230 — — (1,870,414 ) (a) — Accrued payroll 15,533 99,803 5,936 51,114 — 172,386 Accrued vacation 4,613 60,989 13,942 31,116 — 110,660 Accrued interest 5,996 22 3 6,116 — 12,137 Accrued other 60,056 61,226 17,098 52,311 — 190,691 Income taxes payable — 2,366 190 1,115 — 3,671 Total Current Liabilities 1,916,861 392,227 60,126 206,386 (1,870,414 ) 705,186 Long-term debt, net of current portion 1,837,241 448 48,402 1,363,425 — 3,249,516 Non-current deferred tax liability — 101,214 994 60,372 (8,685 ) (e) 153,895 Other non-current liabilities 35,558 59,901 9,194 54,287 — 158,940 Total Liabilities 3,789,660 553,790 118,716 1,684,470 (1,879,099 ) 4,267,537 Redeemable non-controlling interests — — — 18,525 761,963 (d) 780,488 Stockholders’ Equity: Common stock 0 — — — — 0 Capital in excess of par 970,156 — — — — 970,156 Retained earnings (accumulated deficit) (167,114 ) 1,547,018 (29,553 ) 12,355 (1,529,820 ) (c)(d) (167,114 ) Subsidiary investment — 3,233,374 272,652 457,974 (3,964,000 ) (b)(d) — Total Select Medical Corporation Stockholders’ Equity 803,042 4,780,392 243,099 470,329 (5,493,820 ) 803,042 Non-controlling interests — — — 5,544 107,654 (d) 113,198 Total Equity 803,042 4,780,392 243,099 475,873 (5,386,166 ) 916,240 Total Liabilities and Equity $ 4,592,702 $ 5,334,182 $ 361,815 $ 2,178,868 $ (6,503,302 ) $ 5,964,265 _______________________________________________________________________________ (a) Elimination of intercompany balances. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification 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 Year Ended December 31, 2018 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Net operating revenues $ — $ 2,755,745 $ 767,840 $ 1,557,673 $ — $ 5,081,258 Costs and expenses: Cost of services, exclusive of depreciation and amortization 2,838 2,376,111 653,528 1,308,579 — 4,341,056 General and administrative 118,128 245 — 2,895 — 121,268 Depreciation and amortization 8,913 80,422 16,799 95,521 — 201,655 Total costs and expenses 129,879 2,456,778 670,327 1,406,995 — 4,663,979 Income (loss) from operations (129,879 ) 298,967 97,513 150,678 — 417,279 Other income and expense: Intercompany interest and royalty fees 28,058 (12,676 ) (14,187 ) (1,195 ) — — Intercompany management fees 211,861 (166,857 ) (45,004 ) — — — Loss on early retirement of debt (4,654 ) — — (9,501 ) — (14,155 ) Equity in earnings of unconsolidated subsidiaries — 21,870 35 — — 21,905 Non-operating gain 1,656 7,360 — — — 9,016 Interest income (expense) (117,520 ) 328 (736 ) (80,565 ) — (198,493 ) Income (loss) before income taxes (10,478 ) 148,992 37,621 59,417 — 235,552 Income tax expense 3,419 42,713 553 11,925 — 58,610 Equity in earnings of consolidated subsidiaries 151,737 24,404 — — (176,141 ) (a) — Net income 137,840 130,683 37,068 47,492 (176,141 ) 176,942 Less: Net income attributable to non-controlling interests — 97 12,664 26,341 — 39,102 Net income attributable to Select Medical Corporation $ 137,840 $ 130,586 $ 24,404 $ 21,151 $ (176,141 ) $ 137,840 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2018 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Operating activities Net income $ 137,840 $ 130,683 $ 37,068 $ 47,492 $ (176,141 ) (a) $ 176,942 Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — 15,687 34 — — 15,721 Depreciation and amortization 8,913 80,422 16,799 95,521 — 201,655 Provision for bad debts — (485 ) 318 64 — (103 ) Equity in earnings of unconsolidated subsidiaries — (21,870 ) (35 ) — — (21,905 ) Equity in earnings of consolidated subsidiaries (151,737 ) (24,404 ) — — 176,141 (a) — Loss on extinguishment of debt 1,955 — — 1,044 — 2,999 Gain on sale of assets and businesses (1,645 ) (7,507 ) (16 ) — — (9,168 ) Stock compensation expense 20,443 — — 2,883 — 23,326 Amortization of debt discount, premium and issuance costs 5,740 — — 7,372 — 13,112 Deferred income taxes 7,910 7,489 242 (8,424 ) — 7,217 Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — 52,786 3,727 (1,938 ) — 54,575 Other current assets (4,845 ) (960 ) (1,017 ) 2,670 — (4,152 ) Other assets (9,099 ) (9,053 ) 2,068 23,941 — 7,857 Accounts payable 2,862 (2,447 ) 2,519 (4,712 ) — (1,778 ) Accrued expenses 21,096 14,697 8,863 (16,760 ) — 27,896 Net cash provided by operating activities 39,433 235,038 70,570 149,153 — 494,194 Investing activities Business combinations, net of cash acquired — (4,965 ) (204 ) (517,965 ) — (523,134 ) Purchases of property and equipment (9,719 ) (76,443 ) (38,914 ) (42,205 ) — (167,281 ) Investment in businesses — (13,477 ) — (5 ) — (13,482 ) Proceeds from sale of assets and businesses 1,658 5,042 48 12 — 6,760 Net cash used in investing activities (8,061 ) (89,843 ) (39,070 ) (560,163 ) — (697,137 ) Financing activities Borrowings on revolving facilities 595,000 — — — — 595,000 Payments on revolving facilities (805,000 ) — — — — (805,000 ) Proceeds from term loans (62 ) — — 779,885 — 779,823 Payments on term loans (11,500 ) — — — — (11,500 ) Revolving facility debt issuance costs (1,090 ) — — (549 ) — (1,639 ) Borrowings of other debt 7,457 — 30,202 4,559 — 42,218 Principal payments on other debt (11,293 ) (621 ) (6,816 ) (6,512 ) — (25,242 ) Dividends paid to Holdings (6,837 ) — — — — (6,837 ) Equity investment by Holdings 1,722 — — — — 1,722 Intercompany 204,615 (140,406 ) (46,064 ) (18,145 ) — — Decrease in overdrafts (4,380 ) — — — — (4,380 ) Proceeds from issuance of non-controlling interests — — 957 1,969 — 2,926 Distributions to and purchases of non-controlling interests — (1,450 ) (9,929 ) (300,140 ) — (311,519 ) Net cash provided by (used in) financing activities (31,368 ) (142,477 ) (31,650 ) 461,067 — 255,572 Net increase (decrease) in cash and cash equivalents 4 2,718 (150 ) 50,057 — 52,629 Cash and cash equivalents at beginning of period 73 4,856 4,561 113,059 — 122,549 Cash and cash equivalents at end of period $ 77 $ 7,574 $ 4,411 $ 163,116 $ — $ 175,178 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 73 $ 4,856 $ 4,561 $ 113,059 $ — $ 122,549 Accounts receivable — 449,493 122,728 119,511 — 691,732 Intercompany receivables — 1,598,212 60,707 — (1,658,919 ) (a) — Prepaid income taxes 22,704 5,703 31 2,949 — 31,387 Other current assets 13,021 30,209 13,031 18,897 — 75,158 Total Current Assets 35,798 2,088,473 201,058 254,416 (1,658,919 ) 920,826 Property and equipment, net 39,836 623,085 79,013 170,657 — 912,591 Investment in affiliates 4,524,385 124,104 — — (4,648,489 ) (b)(c) — Goodwill — 2,108,270 — 674,542 — 2,782,812 Identifiable intangible assets, net — 104,067 5,046 217,406 — 326,519 Other assets 36,494 98,575 35,440 23,898 (9,989 ) (e) 184,418 Total Assets $ 4,636,513 $ 5,146,574 $ 320,557 $ 1,340,919 $ (6,317,397 ) $ 5,127,166 LIABILITIES AND EQUITY Current Liabilities: Overdrafts $ 29,463 $ — $ — $ — $ — $ 29,463 Current portion of long-term debt and notes payable 16,635 740 2,212 2,600 — 22,187 Accounts payable 12,504 85,489 17,475 12,726 — 128,194 Intercompany payables 1,598,212 60,707 — — (1,658,919 ) (a) — Accrued payroll 16,736 98,887 4,819 40,120 — 160,562 Accrued vacation 4,083 58,355 12,295 18,142 — 92,875 Accrued interest 17,479 7 6 2,393 — 19,885 Accrued other 39,219 57,378 12,599 33,970 — 143,166 Income taxes payable — 1,302 30 7,739 — 9,071 Total Current Liabilities 1,734,331 362,865 49,436 117,690 (1,658,919 ) 605,403 Long-term debt, net of current portion 2,042,555 127 24,730 610,303 — 2,677,715 Non-current deferred tax liability — 88,376 780 45,750 (9,989 ) (e) 124,917 Other non-current liabilities 36,259 56,721 8,138 44,591 — 145,709 Total Liabilities 3,813,145 508,089 83,084 818,334 (1,668,908 ) 3,553,744 Redeemable non-controlling interests — — — 16,270 624,548 (d) 640,818 Stockholders’ Equity: Common stock 0 — — — — 0 Capital in excess of par 947,370 — — — — 947,370 Retained earnings (accumulated deficit) (124,002 ) 1,416,857 (35,942 ) 64,626 (1,445,541 ) (c)(d) (124,002 ) Subsidiary investment — 3,221,628 273,415 437,779 (3,932,822 ) (b)(d) — Total Select Medical Corporation Stockholders’ Equity 823,368 4,638,485 237,473 502,405 (5,378,363 ) 823,368 Non-controlling interests — — — 3,910 105,326 (d) 109,236 Total Equity 823,368 4,638,485 237,473 506,315 (5,273,037 ) 932,604 Total Liabilities and Equity $ 4,636,513 $ 5,146,574 $ 320,557 $ 1,340,919 $ (6,317,397 ) $ 5,127,166 _______________________________________________________________________________ (a) Elimination of intercompany balances. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification 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 Year Ended December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 700 $ 2,685,308 $ 666,013 $ 1,013,224 $ — $ 4,365,245 Costs and expenses: Cost of services, exclusive of depreciation and amortization 2,585 2,299,360 576,708 856,656 — 3,735,309 General and administrative 111,069 159 — 2,819 — 114,047 Depreciation and amortization 7,540 76,408 14,118 61,945 — 160,011 Total costs and expenses 121,194 2,375,927 590,826 921,420 — 4,009,367 Income (loss) from operations (120,494 ) 309,381 75,187 91,804 — 355,878 Other income and expense: Intercompany interest and royalty fees 32,828 (18,369 ) (14,459 ) — — — Intercompany management fees 220,601 (180,588 ) (40,013 ) — — — Loss on early retirement of debt (19,719 ) — — — — (19,719 ) Equity in earnings of unconsolidated subsidiaries — 20,973 81 — — 21,054 Non-operating loss — (49 ) — — — (49 ) Interest income (expense) (124,406 ) 298 (87 ) (30,508 ) — (154,703 ) Income (loss) before income taxes (11,190 ) 131,646 20,709 61,296 — 202,461 Income tax expense (benefit) (8,753 ) (2,549 ) 557 (7,439 ) — (18,184 ) Equity in earnings of consolidated subsidiaries 179,621 13,536 — — (193,157 ) (a) — Net income 177,184 147,731 20,152 68,735 (193,157 ) 220,645 Less: Net income attributable to non-controlling interests — 120 6,616 36,725 — 43,461 Net income attributable to Select Medical Corporation $ 177,184 $ 147,611 $ 13,536 $ 32,010 $ (193,157 ) $ 177,184 ______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Operating activities Net income $ 177,184 $ 147,731 $ 20,152 $ 68,735 $ (193,157 ) (a) $ 220,645 Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — 19,940 66 — — 20,006 Depreciation and amortization 7,540 76,408 14,118 61,945 — 160,011 Provision for bad debts — 1,067 — 66 — 1,133 Equity in earnings of unconsolidated subsidiaries — (20,973 ) (81 ) — — (21,054 ) Equity in earnings of consolidated subsidiaries (179,621 ) (13,536 ) — — 193,157 (a) — Loss on extinguishment of debt 6,527 — — — — 6,527 Loss (gain) on sale of assets and businesses (939 ) (4,828 ) (4,602 ) 20 — (10,349 ) Stock compensation expense 18,291 — — 993 — 19,284 Amortization of debt discount, premium and issuance costs 7,895 — — 3,235 — 11,130 Deferred income taxes 14,041 (40,788 ) 156 (45,733 ) — (72,324 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — (84,264 ) (27,683 ) (6,886 ) — (118,833 ) Other current assets (1,068 ) 4,459 (3,745 ) 1,951 — 1,597 Other assets 168 (4,235 ) 3,413 (232 ) — (886 ) Accounts payable 1,450 2,271 1,091 (909 ) — 3,903 Accrued expenses (25,396 ) 2,919 12,493 27,325 — 17,341 Net cash provided by operating activities 26,072 86,171 15,378 110,510 — 238,131 Investing activities Business combinations, net of cash acquired — (10,006 ) (1,664 ) (15,720 ) — (27,390 ) Purchases of property and equipment (30,413 ) (136,267 ) (37,651 ) (28,912 ) — (233,243 ) Investment in businesses — (12,682 ) — — — (12,682 ) Proceeds from sale of assets and businesses 45,788 15,022 19,537 3 — 80,350 Net cash provided by (used in) investing activities 15,375 (143,933 ) (19,778 ) (44,629 ) — (192,965 ) Financing activities Borrowings on revolving facilities 970,000 — — — — 970,000 Payments on revolving facilities (960,000 ) — — — — (960,000 ) Proceeds from term loans 1,139,487 — — — — 1,139,487 Payments on term loans (1,156,377 ) — — (23,065 ) — (1,179,442 ) Revolving facility debt issuance costs (4,392 ) — — — — (4,392 ) Borrowings of other debt 25,630 — 18,224 2,767 — 46,621 Principal payments on other debt (13,748 ) (456 ) (3,036 ) (3,407 ) — (20,647 ) Dividends paid to Holdings (4,753 ) — — — — (4,753 ) Equity investment by Holdings 2,017 — — — — 2,017 Intercompany (40,410 ) 56,742 (16,332 ) — — — Decrease in overdrafts (9,899 ) — — — — (9,899 ) Proceeds from issuance of non-controlling interests — — 9,982 — — 9,982 Distributions to and purchases of non-controlling interests — (135 ) (4,933 ) (5,552 ) — (10,620 ) Net cash provided by (used in) financing activities (52,445 ) 56,151 3,905 (29,257 ) — (21,646 ) Net increase (decrease) in cash and cash equivalents (10,998 ) (1,611 ) (495 ) 36,624 — 23,520 Cash and cash equivalents at beginning of period 11,071 6,467 5,056 76,435 — 99,029 Cash and cash equivalents at end of period $ 73 $ 4,856 $ 4,561 $ 113,059 $ — $ 122,549 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Year Ended December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 541 $ 2,729,803 $ 504,621 $ 982,495 $ — $ 4,217,460 Costs and expenses: Cost of services, exclusive of depreciation and amortization 2,037 2,362,781 460,301 840,256 — 3,665,375 General and administrative 106,864 63 — — — 106,927 Depreciation and amortization 5,348 68,329 10,917 60,717 — 145,311 Total costs and expenses 114,249 2,431,173 471,218 900,973 — 3,917,613 Income (loss) from operations (113,708 ) 298,630 33,403 81,522 — 299,847 Other income and expense: Intercompany interest and royalty fees 31,083 (17,404 ) (13,679 ) — — — Intercompany management fees 168,915 (140,300 ) (28,615 ) — — — Loss on early retirement of debt (773 ) — — (10,853 ) — (11,626 ) Equity in earnings of unconsolidated subsidiaries — 19,838 105 — — 19,943 Non-operating gain 33,932 8,719 — — — 42,651 Interest income (expense) (132,066 ) 315 (34 ) (38,296 ) — (170,081 ) Income (loss) before income taxes (12,617 ) 169,798 (8,820 ) 32,373 — 180,734 Income tax expense (benefit) (14,461 ) 54,557 2,656 12,712 — 55,464 Equity in earnings (losses) of consolidated subsidiaries 113,567 (8,093 ) — — (105,474 ) (a) — Net income (loss) 115,411 107,148 (11,476 ) 19,661 (105,474 ) 125,270 Less: Net income (loss) attributable to non-controlling interests — 218 (2,536 ) 12,177 — 9,859 Net income (loss) attributable to Select Medical Corporation $ 115,411 $ 106,930 $ (8,940 ) $ 7,484 $ (105,474 ) $ 115,411 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Operating activities Net income (loss) $ 115,411 $ 107,148 $ (11,476 ) $ 19,661 $ (105,474 ) (a) $ 125,270 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries — 20,380 96 — — 20,476 Depreciation and amortization 5,348 68,329 10,917 60,717 — 145,311 Provision for bad debts — 511 — 21 — 532 Equity in earnings of unconsolidated subsidiaries — (19,838 ) (105 ) — — (19,943 ) Equity in earnings of consolidated subsidiaries (113,567 ) 8,093 — — 105,474 (a) — Loss on extinguishment of debt 773 — — 10,853 — 11,626 Loss (gain) on sale of assets and businesses (33,738 ) (12,975 ) 246 (21 ) — (46,488 ) Gain on sale of equity investment — (2,779 ) — — — (2,779 ) Impairment of equity investment — 5,339 — — — 5,339 Stock compensation expense 16,643 — — 770 — 17,413 Amortization of debt discount, premium and issuance costs 12,358 — — 3,298 — 15,656 Deferred income taxes (709 ) — — (11,882 ) — (12,591 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — 56,165 (30,045 ) 3,121 — 29,241 Other current assets (1,432 ) 10,293 (4,602 ) 13,191 — 17,450 Other assets (2,978 ) 51,586 (53,295 ) 13,977 — 9,290 Accounts payable 330 (24,679 ) 5,781 3,076 — (15,492 ) Accrued expenses (1,287 ) 52,783 (1,110 ) (4,094 ) — 46,292 Net cash provided by (used in) operating activities (2,848 ) 320,356 (83,593 ) 112,688 — 346,603 Investing activities Business combinations, net of cash acquired (406,305 ) (59,520 ) (953 ) (5,428 ) — (472,206 ) Purchases of property and equipment (15,262 ) (101,864 ) (28,561 ) (15,946 ) — (161,633 ) Investment in businesses — (4,723 ) — — — (4,723 ) Proceeds from sale of assets and businesses 63,418 16,978 67 — — 80,463 Proceeds from sale of equity investment — 3,779 — — — 3,779 Net cash used in investing activities (358,149 ) (145,350 ) (29,447 ) (21,374 ) — (554,320 ) Financing activities Borrowings on revolving facilities 575,000 — — — — 575,000 Payments on revolving facilities (650,000 ) — — (5,000 ) — (655,000 ) Proceeds from term loans 600,127 — — 195,217 — 795,344 Payments on term loans (230,524 ) — — (207,510 ) — (438,034 ) Borrowings of other debt 11,935 — 12,970 2,816 — 27,721 Principal payments on other debt (15,144 ) (751 ) (2,554 ) (2,952 ) — (21,401 ) Dividends paid to Holdings (2,929 ) — — — — (2,929 ) Equity investment by Holdings 1,672 — — — — 1,672 Intercompany 67,115 (169,163 ) 102,048 — — — Increase in overdrafts 10,746 — — — — 10,746 Proceeds from issuance of non-controlling interests — — 11,846 — — 11,846 Distributions to and purchases of non-controlling interests — (2,331 ) (6,839 ) (3,484 ) — (12,654 ) Net cash provided by (used in) financing activities 367,998 (172,245 ) 117,471 (20,913 ) — 292,311 Net increase in cash and cash equivalents 7,001 2,761 4,431 70,401 — 84,594 Cash and cash equivalents at beginning of period 4,070 3,706 625 6,034 — 14,435 Cash and cash equivalents at end of period $ 11,071 $ 6,467 $ 5,056 $ 76,435 $ — $ 99,029 _______________________________________________________________________________ (a) |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The tables below sets forth selected unaudited financial data for each quarter of the last two years. The financial data presented below is the same for both Select Medical Holdings Corporation and Select Medical Corporation, except for earnings per common share which is limited to Select Medical Holdings Corporation. First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) For the year ended December 31, 2017 Net operating revenues (1) $ 1,091,517 $ 1,102,465 $ 1,077,014 $ 1,094,249 Income from operations 91,765 115,663 72,098 76,352 Net income 23,463 51,300 24,824 121,058 Net income attributable to Select Medical Holdings Corporation 15,870 42,055 18,462 100,797 Earnings per common share (2) : Basic $ 0.12 $ 0.32 $ 0.14 $ 0.75 Diluted $ 0.12 $ 0.32 $ 0.14 $ 0.75 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) For the year ended December 31, 2018 Net operating revenues $ 1,252,964 $ 1,296,210 $ 1,267,401 $ 1,264,683 Income from operations 108,598 120,561 99,837 88,283 Net income 43,982 60,559 42,679 29,722 Net income attributable to Select Medical Holdings Corporation 33,739 46,511 32,917 24,673 Earnings per common share (2) : Basic $ 0.25 $ 0.35 $ 0.24 $ 0.18 Diluted $ 0.25 $ 0.35 $ 0.24 $ 0.18 _______________________________________________________________________________ (1) Net operating revenues were retrospectively conformed to reflect the adoption of Topic 606, Revenue from Contracts with Customers. (2) |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Select Medical Holdings Corporation Select Medical Corporation Schedule II—Valuation and Qualifying Accounts Balance at Beginning of Year Charged to Cost and Expenses Acquisitions (1) Deductions (2) Balance at End of Year (in thousands) Income Tax Valuation Allowance Year ended December 31, 2018 $ 12,986 $ 1,032 $ 3,875 $ — $ 17,893 Year ended December 31, 2017 $ 26,421 $ (13,435 ) $ — $ — $ 12,986 Year ended December 31, 2016 $ 7,586 $ (118 ) $ 18,975 $ (22 ) $ 26,421 _______________________________________________________________________________ (1) Includes valuation allowance reserves resulting from business combinations. (2) |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingencies, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: amounts realizable for services performed, estimated useful lives of assets, the valuation of intangible assets, amounts payable for self-insured losses, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. The Company’s management evaluates and updates assumptions and estimates on an ongoing basis. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and the subsidiaries, limited liability companies, and limited partnerships in which the Company has a controlling financial interest. All intercompany balances and transactions are eliminated in consolidation. |
Non-Controlling Interests | Non-Controlling Interests The ownership interests held by outside parties in subsidiaries, limited liability companies and limited partnerships controlled by the Company are classified as non-controlling interests. Net income or loss is attributed to the Company’s non-controlling interests in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation . 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, in accordance with ASC Topic 480, Distinguishing liabilities from equity. |
Earnings per Share | 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 the contractual amount of dividends in the current period for each class of stock, if any. (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. (i) |
Segment Reporting | Segment ReportingThe Company identifies its operating segments according to how the chief operating decision maker evaluates financial performance and allocates resources. Prior to 2017, the Company’s reportable segments were specialty hospitals, outpatient rehabilitation, and Concentra. During the year ended December 31, 2017, the Company changed its internal segment reporting structure to reflect how the Company now manages its business operations, reviews operating performance, and allocates resources. The Company’s reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, the outpatient rehabilitation segment, and the Concentra segment. Prior year results presented herein conform to the current reportable segment structure. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost which approximates fair value. |
Accounts Receivable | Accounts ReceivableSubstantially all of the Company’s accounts receivable are related to providing healthcare services to patients whose costs are primarily paid by federal and state governmental authorities, managed care health plans, commercial insurance companies, and workers’ compensation and employer programs. The Company reports accounts receivable at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients, which is estimated using contractual provisions associated with specific payors, historical reimbursement rates, and an analysis of past experience to estimate potential adjustments. The Company writes-off amounts that have been deemed to be uncollectible because of circumstances that affect the ability of payors to make payments as they occur. |
Credit Risk and Payor Concentrations | Credit Risk and Payor Concentrations Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash balances and trade receivables. 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. The Company’s general policy is to verify insurance coverage prior to the date of admission for patients admitted to the Company’s critical illness recovery hospitals and rehabilitation hospitals. Within the Company’s outpatient rehabilitation clinics, the Company verifies insurance coverage prior to the patient’s visit. Within the Company’s Concentra centers, the Company verifies insurance coverage or receives authorization from the patient’s employer prior to the patient’s visit. Because of the geographic diversity of the Company’s facilities and non-governmental third-party payors, Medicare represents the Company’s only significant concentration of credit risk. Approximately 27% and 16% of the Company’s accounts receivable are from Medicare at December 31, 2017 and 2018 , respectively. The Company’s primary collection risks relate to non-governmental payors and deductibles, co-payments, and amounts owed by the patient. Deductibles, co-payments, and self-insured amounts owed by the patient are an immaterial portion of the Company’s accounts receivable balance. Approximately 0.3% of the Company’s accounts receivable were from deductibles, co-payments, and self-insured amounts owed by patients at both December 31, 2017 and 2018 . A significant portion of the Company’s net operating revenues are generated directly from the Medicare program. Net operating revenues generated directly from the Medicare program represented approximately 30% , 30% , and 27% of the Company’s total net operating revenues for the years ended December 31, 2016 , 2017 , and 2018 |
Financial Instruments | Financial InstrumentsThe Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and indebtedness. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short-term maturity of these instruments. The principal outstanding, carrying values, and fair values of the Company’s indebtedness are presented in Note 9. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Maintenance and repairs of property and equipment are expensed as incurred. Improvements that increase the estimated useful life of an asset are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and depreciated over the estimated useful lives once the software is placed in service. Capitalized software costs are included within furniture and equipment. Software training costs, maintenance, and repairs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, as appropriate. The general range of useful lives is as follows: Land improvements 2 – 25 years Leasehold improvements 1 – 15 years Buildings 40 years Building improvements 5 – 30 years Furniture and equipment 1 – 20 years |
Intangible Assets | Intangible Assets Goodwill and indefinite-lived identifiable intangible assets Goodwill and other indefinite-lived intangible assets are recognized primarily as the result of business combinations. Goodwill is assigned to reporting units based upon the specific nature of the business acquired. When a business combination contains business components related to more than one reporting unit, goodwill is assigned to each reporting unit based upon an allocation determined by the relative fair values of the business acquired. When we dispose of a business, goodwill is allocated to the gain or loss on disposition using the relative fair value methodology. Goodwill and other indefinite-lived intangible assets are not amortized, but instead are subject to periodic impairment evaluations. Impairment tests are required to be conducted at least annually or when events or conditions occur that might suggest a possible impairment. These events or conditions include, but are not limited to: a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. The Company may first assess qualitatively if it can conclude whether goodwill is more likely than not impaired. If goodwill is more likely than not impaired, the Company is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. At December 31, 2018 , the Company’s other indefinite-lived intangible assets consist of certain trademarks, certificates of need, and accreditations. To determine the fair value of the trademark, the Company uses a relief from royalty income approach. For the Company’s certificates of need and accreditations, the Company performs qualitative assessments. As part of these assessments, the Company evaluates the current business environment, regulatory environment, legal and other company-specific factors. If it is more likely than not that the fair values are less than the carrying values, the Company performs a quantitative impairment test. The Company’s most recent impairment assessments were completed during the fourth quarter of 2018 utilizing information as of October 1, 2018 . The Company did not identify any instances of impairment with respect to goodwill or other indefinite-lived intangible assets as of October 1, 2018 . Finite-lived identifiable intangible assets At December 31, 2018 , the Company’s finite-lived intangible assets consist of certain trademarks, customer relationships, non-compete agreements, and leasehold interests. Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted. If such a pattern cannot be reliably determined, finite-lived intangible assets are amortized on a straight-line basis over their estimated lives. Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 5 – 17 years Non-compete agreements 1 – 15 years Leasehold interests 1 – 15 years Trademarks 1 year |
Equity Method Investments | Equity Method InvestmentsThe Company applies the equity method of accounting for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not possess a controlling financial interest in the investee. Investments of this nature are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed the carrying amount, the investment balance is reduced to zero. The Company resumes accounting for the investment under the equity method if the investee subsequently reports net income and the Company’s share of that net income exceeds the share of the net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company evaluates its equity method investments for impairment when there is evidence or indicators that a loss in value may be other than temporary. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements. Deferred tax assets and liabilities are determined on the basis of the differences between the book and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company also recognizes the future tax benefits from net operating loss carryforwards as deferred tax assets. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and reduces those assets using a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Among the factors used to assess the likelihood of realization are projections of future taxable income streams, the expected timing of the reversals of existing temporary differences, and the impact of tax planning strategies that could be implemented to avoid the potential loss of future tax benefits. |
Insurance Risk Programs | Insurance Risk ProgramsUnder a number of the Company’s insurance programs, which include the Company’s employee health insurance, workers’ compensation, and professional malpractice liability insurance programs, the Company is liable for a portion of its losses before it can attempt to recover from the applicable insurance carrier. The Company accrues for losses under an occurrence-based approach whereby the Company estimates the losses that will be incurred in a respective accounting period and accrues that estimated liability using actuarial methods. These programs are monitored quarterly and estimates are revised as necessary to take into account additional information. The Company also records insurance proceeds receivable for liabilities which exceed the Company’s deductibles and self-insured retention limits and are recoverable through insurance policies. |
Revenue Recognition | Revenue Recognition Patient Services Revenue Patient services revenue is recognized when obligations under the terms of the contract are satisfied; generally, this occurs as the Company provides healthcare services, as each service provided is distinct and future services rendered are not dependent on previously rendered services. Patient service revenues are recognized at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients. These amounts are due from patients; third-party payors, including health insurers and government programs; and other payors. Medicare : Medicare is a federal program that provides medical insurance benefits to persons age 65 and over, some disabled persons, and persons with end stage renal disease. Amounts we receive for treatment of patients covered by the Medicare program are generally less than the standard billing rates; accordingly, the Company recognizes revenue based on amounts which are reimbursable by Medicare under prospective payment systems and provisions of cost-reimbursement and other payment methods. The amount reimbursed is derived based on the type of services provided. Non-Medicare : The Company is reimbursed for healthcare services provided from various other payor sources which include insurance companies, state Medicaid programs, workers’ compensation programs, health maintenance organizations, preferred provider organizations, other managed care companies and employers, as well as patients. The Company is reimbursed by these payors using a variety of payment methodologies and the amounts the Company receives are generally less than the standard billing rates. In the critical illness recovery hospital and rehabilitation hospital segments, the Company recognizes revenue based on known contractual provisions associated with the specific payor or, where the Company has a relatively homogeneous patient population, the Company will monitor individual payors’ historical reimbursement rates to derive a per diem rate which is used to determine the amount of revenue to be recognized for services rendered. In the outpatient rehabilitation and Concentra segments, the Company recognizes revenue from payors based on known contractual provisions, negotiated amounts, or usual and customary amounts associated with the specific payor or based on the service provided. The Company performs provision testing, using internally developed systems, whereby the Company monitors historical reimbursement rates and compares them against the associated gross charges for the service provided. The percentage of historical reimbursed claims to gross charges is utilized to determine the amount of revenue to be recognized for services rendered. The Company is subject to potential retrospective adjustments to net operating revenues in future periods for administrative matters and other price concessions. These adjustments, which are estimated based on an analysis of historical experience by payor source, are accounted for as a constraint to the amount of revenue recognized by the Company in the period services are rendered. Other Revenues |
Recent and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Lease Accounting Beginning in February 2016, the Financial Accounting Standards Board (the “FASB”) issued several Accounting Standards Updates (“ASU”) which established Topic 842, Leases (“Topic 842”). Topic 842 includes a lessee accounting model that recognizes two types of leases: finance and operating. This standard requires that a lessee recognize on the balance sheet right-of-use assets and lease liabilities for all leases with lease terms of more than twelve months. For income statement purposes, the FASB retained the dual model, requiring leases to be classified as either operating or finance. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The standard provides a number of optional practical expedients in transition. The Company will elect the package of practical expedients, which permits the Company not to reassess under Topic 842 the Company’s prior conclusions about lease identification, lease classification, and initial direct costs. The Company will not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. The Company will elect the short-term lease recognition exemption for its equipment leases. Consequently, the Company will not recognize right-of-use assets or lease liabilities for these leases which have terms of less than twelve months. The Company will also elect the practical expedient to not separate lease and non-lease components for all of its leases. The Company will implement the standard using a modified retrospective approach with a cumulative-effect adjustment as of January 1, 2019. Prior comparative periods will not be adjusted under this approach. The adoption of the standard will have a material impact on the Company’s consolidated balance sheets, as the Company will recognize right-of-use assets and lease liabilities for its operating leases. The adoption of this standard will not have a material impact on the Company’s consolidated statements of operations and comprehensive income. The Company will not recognize a cumulative-effect adjustment to retained earnings upon adoption. The Company’s accounting for its finance leases, formerly referred to as capital leases, will remain substantially unchanged. The Company has validated the accuracy and completeness of its lease data and has implemented a new technology platform to account for leases under Topic 842. The Company’s remaining implementation efforts are focused on testing the technology platform and designing disclosure processes and related controls. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments . The current standard delays the recognition of a credit loss on a financial asset until the loss is probable of occurring. The new standard removes the requirement that a credit loss be probable of occurring for it to be recognized and requires entities to use historical experience, current conditions, and reasonable and supportable forecasts to estimate their future expected credit losses. The Company’s accounts receivable derived from contracts with customers will be subject to ASU 2016-13. |
Variable Interest Entities | Variable Interest Entities Concentra does not own many of its medical practices, as certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medicine through the direct employment of physicians or from exercising control over medical decisions by physicians. In states which prohibit the corporate practice of medicine, Concentra typically enters into long-term management agreements with professional corporations or associations that are owned by licensed physicians, which, in turn, employ or contract with physicians who provide professional medical services in its occupational health centers. The management agreements have terms that provide for Concentra to conduct, supervise, and manage the day-to-day non-medical operations of the occupational health centers and provide all management and administrative services. Concentra receives a management fee for these services, which is based, in part, on the performance of the professional corporation or association. Additionally, the outstanding voting equity interests of the professional corporations or associations are typically owned by licensed physicians appointed at Concentra’s discretion. Concentra has the ability to direct the transfer of ownership of the professional corporation or association to a new licensed physician at any time. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of range of useful lives | The general range of useful lives is as follows: Land improvements 2 – 25 years Leasehold improvements 1 – 15 years Buildings 40 years Building improvements 5 – 30 years Furniture and equipment 1 – 20 years |
Schedule of approximate useful life of intangible assets and liabilities | Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 5 – 17 years Non-compete agreements 1 – 15 years Leasehold interests 1 – 15 years Trademarks 1 year |
Schedule of new accounting pronouncements and changes in accounting principles | On January 1, 2018, the Company adopted Topic 606, Revenue from Contracts with Customers using the full retrospective transition method. Adoption of the revenue recognition standard impacted the Company’s reported results as follows: For the Year Ended December 31, 2016 For the Year Ended December 31, 2017 As Reported As Adjusted (1) Adoption Impact As Reported As Adjusted (1) Adoption Impact (in thousands) Consolidated Statements of Operations and Comprehensive Income Net operating revenues $ 4,286,021 $ 4,217,460 $ (68,561 ) $ 4,443,603 $ 4,365,245 $ (78,358 ) Bad debt expense 69,093 532 (68,561 ) 79,491 1,133 (78,358 ) ____________________________________________________________ (1) Bad debt expense is now included in cost of services on the consolidated statements of operations and comprehensive income. For the Year Ended December 31, 2016 For the Year Ended December 31, 2017 As Reported As Adjusted Adoption Impact As Reported As Adjusted Adoption Impact (in thousands) Consolidated Statements of Cash Flows Provision for bad debts $ 69,093 $ 532 $ (68,561 ) $ 79,491 $ 1,133 $ (78,358 ) Changes in accounts receivable (39,320 ) 29,241 68,561 (197,191 ) (118,833 ) 78,358 December 31, 2017 As Reported As Adjusted Adoption Impact (in thousands) Consolidated Balance Sheets Accounts receivable $ 767,276 $ 691,732 $ (75,544 ) Allowance for doubtful accounts 75,544 — (75,544 ) Accounts receivable $ 691,732 $ 691,732 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of reconciliation of the allocation of the consideration given for identifiable net assets and goodwill acquired to the net cash paid for the acquired business | The following table reconciles the fair values of identifiable net assets and goodwill to the consideration given for the acquired business (in thousands): Accounts receivable $ 68,934 Other current assets 10,810 Property and equipment 69,712 Identifiable intangible assets 140,406 Other assets 25,435 Goodwill 540,067 Total assets 855,364 Accounts payable and other current liabilities 49,925 Deferred income taxes and other long-term liabilities 51,851 Total liabilities 101,776 Consideration given $ 753,588 The following table reconciles the fair values of identifiable net assets and goodwill to the consideration given for the acquired business (in thousands): Cash and cash equivalents $ 12,340 Identifiable tangible assets, excluding cash and cash equivalents 87,832 Identifiable intangible assets 32,484 Goodwill 343,187 Total assets 475,843 Total liabilities 54,685 Acquired non-controlling interests 2,514 Net assets acquired 418,644 Less: Cash and cash equivalents acquired (12,340 ) Net cash paid $ 406,304 |
Schedule of pro forma unaudited results of operations | The following pro forma unaudited results of operations have been prepared assuming the acquisitions of Physiotherapy and U.S. HealthWorks occurred January 1, 2015 and 2017, respectively. These results are not necessarily indicative of the results of future operations nor of the results that would have occurred had the acquisitions been consummated on the aforementioned dates. For the Year Ended December 31, 2016 2017 2018 (in thousands, except per share amounts) Net operating revenues $ 4,339,551 $ 4,903,612 $ 5,128,838 Net income attributable to the Company 113,590 170,689 140,488 |
Schedule of finite-lived intangible assets acquired as part of business combination | Fair Value Weighted Average Amortization Period (in thousands) (in years) Customer relationships $ 135,000 15 years Trademark 5,000 1 year Favorable leasehold interests 406 2.9 years Identifiable intangible assets $ 140,406 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | The Company’s property and equipment consists of the following: December 31, 2017 2018 (in thousands) Land $ 77,077 $ 87,358 Leasehold improvements 420,632 498,520 Buildings 414,704 481,375 Furniture and equipment 517,912 609,805 Construction-in-progress 112,930 67,333 Total property and equipment 1,543,255 1,744,391 Accumulated depreciation (630,664 ) (764,581 ) Property and equipment, net $ 912,591 $ 979,810 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill | The following table shows changes in the carrying amounts of goodwill by reporting unit for the years ended December 31, 2017 and 2018 : Critical Illness Recovery Hospital (1) Rehabilitation Hospital (1) Specialty Hospitals Outpatient Rehabilitation Concentra Total (in thousands) Balance as of January 1, 2017 $ — $ — $ 1,447,406 $ 643,557 $ 660,037 $ 2,751,000 Acquired — 12,887 797 3,797 14,505 31,986 Measurement period adjustment — — (342 ) 168 — (174 ) Reorganization of reporting units 1,045,220 402,641 (1,447,861 ) — — — Balance as of December 31, 2017 $ 1,045,220 $ 415,528 $ — $ 647,522 $ 674,542 $ 2,782,812 Acquired — 1,118 — 4,309 537,424 542,851 Measurement period adjustment — — — — 4,472 4,472 Sold — — — (9,409 ) — (9,409 ) Balance as of December 31, 2018 $ 1,045,220 $ 416,646 $ — $ 642,422 $ 1,216,438 $ 3,320,726 _______________________________________________________________________________ (1) |
Schedule of carrying value and amortization of identifiable intangible assets and liabilities | The following table provides the gross carrying amounts, accumulated amortization, and net carrying amounts for the Company’s identifiable intangible assets: December 31, 2017 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Indefinite-lived intangible assets: Trademarks $ 166,698 $ — $ 166,698 $ 166,698 $ — $ 166,698 Certificates of need 19,155 — 19,155 19,174 — 19,174 Accreditations 1,895 — 1,895 1,857 — 1,857 Finite-lived intangible assets: Trademarks — — — 5,000 (4,583 ) 417 Customer relationships 143,953 (38,281 ) 105,672 280,710 (61,900 ) 218,810 Favorable leasehold interests 13,295 (4,319 ) 8,976 13,553 (6,064 ) 7,489 Non-compete agreements 28,023 (3,900 ) 24,123 29,400 (6,152 ) 23,248 Total identifiable intangible assets $ 373,019 $ (46,500 ) $ 326,519 $ 516,392 $ (78,699 ) $ 437,693 |
Schedule of future amortization expense | Estimated amortization expense of the Company’s finite-lived customer relationships, non-compete agreements, and trademarks for each of the five succeeding years is as follows: 2019 2020 2021 2022 2023 (in thousands) Amortization expense $ 26,620 $ 25,994 $ 25,778 $ 25,568 $ 25,417 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investments | Summarized combined financial information of the rehabilitation entities in which the Company has a minority ownership interest is as follows: December 31, 2017 2018 (in thousands) Current assets $ 102,908 $ 125,435 Non-current assets 79,364 118,270 Total assets $ 182,272 $ 243,705 Current liabilities $ 37,113 $ 43,792 Non-current liabilities 13,751 16,338 Equity 131,408 183,575 Total liabilities and equity $ 182,272 $ 243,705 For the Year Ended December 31, 2016 2017 2018 (in thousands) Revenues $ 320,078 $ 336,349 $ 393,034 Operating costs and expenses 274,952 289,224 342,603 Net income 43,410 45,648 48,535 December 31, 2017 and 2018 , these businesses consist primarily of the following ownership interests: BIR JV, LLP 49.0 % OHRH, LLC 49.0 % GlobalRehab—Scottsdale, LLC 49.0 % Rehabilitation Institute of Denton, LLC 50.0 % ES Rehabilitation, LLC 49.0 % Coastal Virginia Rehabilitation, LLC 49.0 % BHSM Rehabilitation, LLC 49.0 % |
Long-Term Debt and Notes Paya_2
Long-Term Debt and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Company's long-term debt and notes payable | As of December 31, 2017 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 778 $ (6,553 ) $ 704,225 $ 727,750 Credit facilities: Revolving facility 230,000 — — 230,000 211,600 Term loan 1,141,375 (12,445 ) (12,500 ) 1,116,430 1,154,215 Other 36,877 — (533 ) 36,344 36,344 Total Select debt 2,118,252 (11,667 ) (19,586 ) 2,086,999 2,129,909 Concentra: Credit facilities: Term loan 619,175 (2,257 ) (10,668 ) 606,250 625,173 Other 6,653 — — 6,653 6,653 Total Concentra debt 625,828 (2,257 ) (10,668 ) 612,903 631,826 Total debt $ 2,744,080 $ (13,924 ) $ (30,254 ) $ 2,699,902 $ 2,761,735 December 31, 2018 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Unamortized Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 550 $ (4,642 ) $ 705,908 $ 706,450 Credit facilities: Revolving facility 20,000 — — 20,000 18,400 Term loan 1,129,875 (9,690 ) (9,321 ) 1,110,864 1,076,206 Other 56,415 — (484 ) 55,931 55,931 Total Select debt 1,916,290 (9,140 ) (14,447 ) 1,892,703 1,856,987 Concentra: Credit facilities: Term loans 1,414,175 (2,765 ) (18,648 ) 1,392,762 1,357,802 Other 7,916 — — 7,916 7,916 Total Concentra debt 1,422,091 (2,765 ) (18,648 ) 1,400,678 1,365,718 Total debt $ 3,338,381 $ (11,905 ) $ (33,095 ) $ 3,293,381 $ 3,222,705 |
Schedule of maturities of the Company's long-term debt and notes payable | Principal maturities of the Company’s long-term debt and notes payable are approximately as follows (in thousands): 2019 2020 2021 2022 2023 Thereafter Total Select: 6.375% senior notes $ — $ — $ 710,000 $ — $ — $ — $ 710,000 Credit facilities: Revolving facility — — — 20,000 — — 20,000 Term loan — — — 98,812 — 1,031,063 1,129,875 Other 6,612 25,706 221 — — 23,876 56,415 Total Select debt 6,612 25,706 710,221 118,812 — 1,054,939 1,916,290 Concentra: Credit facilities: Term loans 33,878 — — 1,140,297 240,000 — 1,414,175 Other 3,375 346 346 349 335 3,165 7,916 Total Concentra debt 37,253 346 346 1,140,646 240,335 3,165 1,422,091 Total debt $ 43,865 $ 26,052 $ 710,567 $ 1,259,458 $ 240,335 $ 1,058,104 $ 3,338,381 |
Schedule of redemption prices of senior notes | Select may redeem some or all of the senior notes at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest, if any, if redeemed during the twelve-month period beginning on June 1 of the years indicated below: Year Redemption Price 2018 101.594 % 2019 and thereafter 100.000 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of share activity | The following table summarizes the share activity for Holdings: For the Year Ended December 31, 2016 2017 2018 (in thousands) Restricted stock granted 1,426 1,598 1,491 Common stock issued through stock option exercise 202 227 185 Unvested restricted stock forfeitures 82 27 168 Stock repurchases for satisfaction of tax obligations 232 280 357 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Selected Financial Data | The following tables summarize selected financial data for the Company’s reportable segments. The segment results of Holdings are identical to those of Select. For the Year Ended December 31, 2016 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation (4) Concentra Other Total (in thousands) Net operating revenues (1) $ 1,756,961 $ 498,100 $ 979,363 $ 982,495 $ 541 $ 4,217,460 Adjusted EBITDA 224,609 56,902 129,830 143,009 (88,543 ) 465,807 Total assets (2)(3) 1,910,013 621,105 969,014 1,313,176 107,318 4,920,626 Capital expenditures 48,626 60,513 21,286 15,946 15,262 161,633 For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Net operating revenues (1) $ 1,725,022 $ 622,469 $ 1,003,830 $ 1,013,224 $ 700 $ 4,365,245 Adjusted EBITDA 252,679 90,041 132,533 157,561 (94,822 ) 537,992 Total assets (3) 1,848,783 868,517 954,661 1,340,919 114,286 5,127,166 Capital expenditures 49,720 96,477 27,721 28,912 30,413 233,243 For the Year Ended December 31, 2018 Critical Illness Recovery Hospitals Rehabilitation Hospitals Outpatient Rehabilitation Concentra (5) Other Total (in thousands) Net operating revenues (1) $ 1,753,584 $ 707,514 $ 1,062,487 $ 1,557,673 $ — $ 5,081,258 Adjusted EBITDA 243,015 108,927 142,005 251,977 (100,769 ) 645,155 Total assets (3) 1,771,605 894,192 1,002,819 2,178,868 116,781 5,964,265 Capital expenditures 40,855 42,389 30,553 42,205 11,279 167,281 Net operating revenues were retrospectively conformed to reflect the adoption of Topic 606, Revenue from Contracts with Customers. (2) Total assets were retrospectively conformed to reflect the adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which resulted in a reduction to total assets of $23.8 million . (3) The critical illness recovery hospital segment includes $24.4 million , $9.8 million , and $9.8 million in real estate assets held for sale on December 31, 2016 , 2017 , and 2018 , respectively. (4) The outpatient rehabilitation segment includes the operating results of the Company’s contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016. (5) |
Schedule of Reconciliation of Adjusted EBITDA to Income Before Taxes | A reconciliation of Adjusted EBITDA to income before income taxes is as follows: For the Year Ended December 31, 2016 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation (4) Concentra Other Total (in thousands) Adjusted EBITDA $ 224,609 $ 56,902 $ 129,830 $ 143,009 $ (88,543 ) Depreciation and amortization (43,862 ) (12,723 ) (22,661 ) (60,717 ) (5,348 ) Stock compensation expense — — — (770 ) (16,643 ) Physiotherapy acquisition costs — — — — (3,236 ) Income (loss) from operations $ 180,747 $ 44,179 $ 107,169 $ 81,522 $ (113,770 ) $ 299,847 Loss on early retirement of debt (11,626 ) Equity in earnings of unconsolidated subsidiaries 19,943 Non-operating gain 42,651 Interest expense (170,081 ) Income before income taxes $ 180,734 For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Adjusted EBITDA $ 252,679 $ 90,041 $ 132,533 $ 157,561 $ (94,822 ) Depreciation and amortization (45,743 ) (20,176 ) (24,607 ) (61,945 ) (7,540 ) Stock compensation expense — — — (993 ) (18,291 ) U.S. HealthWorks acquisition costs — — — (2,819 ) — Income (loss) from operations $ 206,936 $ 69,865 $ 107,926 $ 91,804 $ (120,653 ) $ 355,878 Loss on early retirement of debt (19,719 ) Equity in earnings of unconsolidated subsidiaries 21,054 Non-operating loss (49 ) Interest expense (154,703 ) Income before income taxes $ 202,461 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (5) Other Total (in thousands) Adjusted EBITDA $ 243,015 $ 108,927 $ 142,005 $ 251,977 $ (100,769 ) Depreciation and amortization (45,797 ) (24,101 ) (27,195 ) (95,521 ) (9,041 ) Stock compensation expense — — — (2,883 ) (20,443 ) U.S. HealthWorks acquisition costs — — — (2,895 ) — Income (loss) from operations $ 197,218 $ 84,826 $ 114,810 $ 150,678 $ (130,253 ) $ 417,279 Loss on early retirement of debt (14,155 ) Equity in earnings of unconsolidated subsidiaries 21,905 Non-operating gain 9,016 Interest expense (198,493 ) Income before income taxes $ 235,552 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of net operating revenues by operating segment | The following tables disaggregate the Company’s net operating revenues by operating segment: For the Year Ended December 31, 2016 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (in thousands) Patient service revenues: Medicare $ 936,083 $ 191,037 $ 136,283 $ 2,235 Non-Medicare 797,431 161,821 739,102 969,682 Total patient services revenues 1,733,514 352,858 875,385 971,917 Other revenues 23,447 145,242 103,978 10,578 Total net operating revenues $ 1,756,961 $ 498,100 $ 979,363 $ 982,495 For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (in thousands) Patient service revenues: Medicare $ 903,503 $ 259,221 $ 148,403 $ 2,128 Non-Medicare 810,723 207,196 739,531 1,002,787 Total patient services revenues 1,714,226 466,417 887,934 1,004,915 Other revenues 10,796 156,052 115,896 8,309 Total net operating revenues $ 1,725,022 $ 622,469 $ 1,003,830 $ 1,013,224 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (in thousands) Patient service revenues: Medicare $ 893,429 $ 293,913 $ 161,054 $ 2,168 Non-Medicare 847,447 254,215 762,247 1,545,852 Total patient services revenues 1,740,876 548,128 923,301 1,548,020 Other revenues 12,708 159,386 139,186 9,653 Total net operating revenues $ 1,753,584 $ 707,514 $ 1,062,487 $ 1,557,673 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of restricted stock awards | Transactions related to restricted stock awards are as follows: Shares Weighted Average Grant Date Fair Value (share amounts in thousands) Unvested balance, January 1, 2018 4,468 $ 13.85 Granted 1,491 19.72 Vested (1,341 ) 14.22 Forfeited (168 ) 14.47 Unvested balance, December 31, 2018 4,450 $ 15.68 |
Schedule of stock compensation expense recognized | Stock compensation expense recognized by the Company was as follows: For the Year Ended December 31, 2016 2017 2018 (in thousands) Stock compensation expense: Included in general and administrative $ 14,607 $ 15,706 $ 17,604 Included in cost of services 2,806 3,578 5,722 Total $ 17,413 $ 19,284 $ 23,326 |
Schedule of stock compensation expense based on current stock-based awards for each of the next five years | Stock compensation expense based on current stock-based awards for each of the next five years is estimated to be as follows: 2019 2020 2021 2022 2023 (in thousands) Stock compensation expense $ 22,998 $ 16,566 $ 8,976 $ 3,302 $ 213 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of the components of the Company's income tax expense | The components of the Company’s income tax expense for the years ended December 31, 2016 , 2017 , and 2018 were as follows: For the Year Ended December 31, 2016 2017 2018 (in thousands) Current income tax expense: Federal $ 54,726 $ 45,809 $ 36,072 State and local 13,329 8,331 15,321 Total current income tax expense 68,055 54,140 51,393 Deferred income tax expense (benefit) (12,591 ) (72,324 ) 7,217 Total income tax expense (benefit) $ 55,464 $ (18,184 ) $ 58,610 |
Schedule of reconciliations of the statutory federal income tax rate to the effective income tax rate | Reconciliations of the statutory federal income tax rate to the effective income tax rate are as follows: For the Year Ended December 31, 2016 2017 2018 Federal income tax at statutory rate 35.0 % 35.0 % 21.0 % State and local income taxes, less federal income tax benefit 3.6 3.7 5.0 Permanent differences 1.4 1.7 2.1 Tax benefit from the sale of businesses (6.7 ) — — Valuation allowance 0.2 (7.3 ) 0.5 Uncertain tax positions (1.3 ) (0.6 ) (0.8 ) Non-controlling interest (0.5 ) 0.5 (2.1 ) Stock-based compensation (0.7 ) (1.3 ) (2.2 ) Deferred income taxes - state income tax rate adjustment — (2.8 ) 0.4 Deferred income taxes - tax legislation rate adjustment — (37.5 ) — Other (0.3 ) (0.4 ) 1.0 Total effective income tax rate 30.7 % (9.0 )% 24.9 % |
Schedule of the Company's deferred tax assets and liabilities | The Company’s deferred tax assets and liabilities are as follows: December 31, 2017 2018 (in thousands) Deferred tax assets Allowance for doubtful accounts $ 8,792 $ 10,313 Compensation and benefit-related accruals 50,936 51,900 Professional malpractice liability insurance 11,036 13,644 Deferred revenue 319 209 Federal and state net operating loss and state tax credit carryforwards 36,112 40,163 Interest limitation carryforward — 4,675 Stock awards 6,591 5,695 Equity investments 1,452 2,055 Other 3,543 3,271 Deferred tax assets $ 118,781 $ 131,925 Valuation allowance (12,986 ) (17,893 ) Deferred tax assets, net of valuation allowance $ 105,795 $ 114,032 Deferred tax liabilities Deferred income $ (19,608 ) $ (13,891 ) Investment in unconsolidated affiliates (4,457 ) (5,653 ) Depreciation and amortization (179,055 ) (217,950 ) Deferred financing costs (4,528 ) (8,324 ) Other (3,673 ) (3,488 ) Deferred tax liabilities $ (211,321 ) $ (249,306 ) Deferred tax liabilities, net of deferred tax assets $ (105,526 ) $ (135,274 ) The Company’s deferred tax assets and liabilities are included in the consolidated balance sheet captions as follows: December 31, 2017 2018 (in thousands) Other assets $ 19,391 $ 18,621 Non-current deferred tax liability (124,917 ) (153,895 ) $ (105,526 ) $ (135,274 ) |
Schedule of state net operating loss carry forwards | The total state net operating losses are approximately $698.1 million . State net operating loss carryforwards expire and are subject to valuation allowances as follows: State Net Operating Losses Gross Valuation Allowance (in thousands) 2019 $ 11,508 $ 5,830 2020 16,798 14,619 2021 12,103 11,395 2022 36,556 35,564 Thereafter through 2037 621,161 447,368 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted income per common share | The following table sets forth the net income attributable to the Company, its common shares outstanding, and its participating securities outstanding. There were no dividends declared or contractual dividends paid for the years ended December 31, 2016 , 2017 , and 2018 . Basic EPS Diluted EPS For the Year Ended December 31, For the Year Ended December 31, 2016 2017 2018 2016 2017 2018 (in thousands) Net income $ 125,270 $ 220,645 $ 176,942 $ 125,270 $ 220,645 $ 176,942 Less: net income attributable to non-controlling interests 9,859 43,461 39,102 9,859 43,461 39,102 Net income attributable to the Company 115,411 177,184 137,840 115,411 177,184 137,840 Less: net income attributable to participating securities 3,521 5,758 4,551 3,517 5,751 4,548 Net income attributable to common shares $ 111,890 $ 171,426 $ 133,289 $ 111,894 $ 171,433 $ 133,292 The following tables set forth the computation of EPS under the two-class method: For the Year Ended December 31, 2018 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 133,289 130,172 $ 1.02 $ 133,292 130,256 $ 1.02 Participating securities 4,551 4,444 $ 1.02 4,548 4,444 $ 1.02 Total Company $ 137,840 $ 137,840 For the Year Ended December 31, 2017 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 171,426 128,955 $ 1.33 $ 171,433 129,126 $ 1.33 Participating securities 5,758 4,332 $ 1.33 5,751 4,332 $ 1.33 Total Company $ 177,184 $ 177,184 For the Year Ended December 31, 2016 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 111,890 127,813 $ 0.88 $ 111,894 127,968 $ 0.87 Participating securities 3,521 4,022 $ 0.88 3,517 4,022 $ 0.87 Total Company $ 115,411 $ 115,411 _______________________________________________________________________________ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum future non-cancelable lease obligations on long-term operating leases | As of December 31, 2018 , future rental commitments under outstanding agreements with related parties are approximately as follows (in thousands): 2019 $ 5,931 2020 7,405 2021 7,568 2022 7,500 2023 2,893 Thereafter 13,344 $ 44,641 December 31, 2018 , future minimum lease obligations on long-term, non-cancelable operating leases are approximately as follows (in thousands): 2019 $ 261,915 2020 224,306 2021 185,587 2022 142,655 2023 104,866 Thereafter 470,694 $ 1,390,023 |
Financial Information for Sub_2
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | |
Schedule of Condensed Consolidating Balance Sheet | Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2018 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 77 $ 7,574 $ 4,411 $ 163,116 $ — $ 175,178 Accounts receivable — 397,674 118,683 190,319 — 706,676 Intercompany receivables — 1,787,184 83,230 — (1,870,414 ) (a) — Prepaid income taxes 10,205 5,711 — 4,623 — 20,539 Other current assets 17,866 31,181 14,048 27,036 — 90,131 Total Current Assets 28,148 2,229,324 220,372 385,094 (1,870,414 ) 992,524 Property and equipment, net 30,103 625,947 103,006 220,754 — 979,810 Investment in affiliates 4,497,167 127,036 — — (4,624,203 ) (b)(c) — Goodwill — 2,104,288 — 1,216,438 — 3,320,726 Identifiable intangible assets, net 3 102,120 5,020 330,550 — 437,693 Other assets 37,281 145,467 33,417 26,032 (8,685 ) (e) 233,512 Total Assets $ 4,592,702 $ 5,334,182 $ 361,815 $ 2,178,868 $ (6,503,302 ) $ 5,964,265 LIABILITIES AND EQUITY Current Liabilities: Overdrafts $ 25,083 $ — $ — $ — $ — $ 25,083 Current portion of long-term debt and notes payable 4,363 248 2,001 37,253 — 43,865 Accounts payable 14,033 84,343 20,956 27,361 — 146,693 Intercompany payables 1,787,184 83,230 — — (1,870,414 ) (a) — Accrued payroll 15,533 99,803 5,936 51,114 — 172,386 Accrued vacation 4,613 60,989 13,942 31,116 — 110,660 Accrued interest 5,996 22 3 6,116 — 12,137 Accrued other 60,056 61,226 17,098 52,311 — 190,691 Income taxes payable — 2,366 190 1,115 — 3,671 Total Current Liabilities 1,916,861 392,227 60,126 206,386 (1,870,414 ) 705,186 Long-term debt, net of current portion 1,837,241 448 48,402 1,363,425 — 3,249,516 Non-current deferred tax liability — 101,214 994 60,372 (8,685 ) (e) 153,895 Other non-current liabilities 35,558 59,901 9,194 54,287 — 158,940 Total Liabilities 3,789,660 553,790 118,716 1,684,470 (1,879,099 ) 4,267,537 Redeemable non-controlling interests — — — 18,525 761,963 (d) 780,488 Stockholders’ Equity: Common stock 0 — — — — 0 Capital in excess of par 970,156 — — — — 970,156 Retained earnings (accumulated deficit) (167,114 ) 1,547,018 (29,553 ) 12,355 (1,529,820 ) (c)(d) (167,114 ) Subsidiary investment — 3,233,374 272,652 457,974 (3,964,000 ) (b)(d) — Total Select Medical Corporation Stockholders’ Equity 803,042 4,780,392 243,099 470,329 (5,493,820 ) 803,042 Non-controlling interests — — — 5,544 107,654 (d) 113,198 Total Equity 803,042 4,780,392 243,099 475,873 (5,386,166 ) 916,240 Total Liabilities and Equity $ 4,592,702 $ 5,334,182 $ 361,815 $ 2,178,868 $ (6,503,302 ) $ 5,964,265 _______________________________________________________________________________ (a) Elimination of intercompany balances. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Condensed Consolidating Balance Sheet December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 73 $ 4,856 $ 4,561 $ 113,059 $ — $ 122,549 Accounts receivable — 449,493 122,728 119,511 — 691,732 Intercompany receivables — 1,598,212 60,707 — (1,658,919 ) (a) — Prepaid income taxes 22,704 5,703 31 2,949 — 31,387 Other current assets 13,021 30,209 13,031 18,897 — 75,158 Total Current Assets 35,798 2,088,473 201,058 254,416 (1,658,919 ) 920,826 Property and equipment, net 39,836 623,085 79,013 170,657 — 912,591 Investment in affiliates 4,524,385 124,104 — — (4,648,489 ) (b)(c) — Goodwill — 2,108,270 — 674,542 — 2,782,812 Identifiable intangible assets, net — 104,067 5,046 217,406 — 326,519 Other assets 36,494 98,575 35,440 23,898 (9,989 ) (e) 184,418 Total Assets $ 4,636,513 $ 5,146,574 $ 320,557 $ 1,340,919 $ (6,317,397 ) $ 5,127,166 LIABILITIES AND EQUITY Current Liabilities: Overdrafts $ 29,463 $ — $ — $ — $ — $ 29,463 Current portion of long-term debt and notes payable 16,635 740 2,212 2,600 — 22,187 Accounts payable 12,504 85,489 17,475 12,726 — 128,194 Intercompany payables 1,598,212 60,707 — — (1,658,919 ) (a) — Accrued payroll 16,736 98,887 4,819 40,120 — 160,562 Accrued vacation 4,083 58,355 12,295 18,142 — 92,875 Accrued interest 17,479 7 6 2,393 — 19,885 Accrued other 39,219 57,378 12,599 33,970 — 143,166 Income taxes payable — 1,302 30 7,739 — 9,071 Total Current Liabilities 1,734,331 362,865 49,436 117,690 (1,658,919 ) 605,403 Long-term debt, net of current portion 2,042,555 127 24,730 610,303 — 2,677,715 Non-current deferred tax liability — 88,376 780 45,750 (9,989 ) (e) 124,917 Other non-current liabilities 36,259 56,721 8,138 44,591 — 145,709 Total Liabilities 3,813,145 508,089 83,084 818,334 (1,668,908 ) 3,553,744 Redeemable non-controlling interests — — — 16,270 624,548 (d) 640,818 Stockholders’ Equity: Common stock 0 — — — — 0 Capital in excess of par 947,370 — — — — 947,370 Retained earnings (accumulated deficit) (124,002 ) 1,416,857 (35,942 ) 64,626 (1,445,541 ) (c)(d) (124,002 ) Subsidiary investment — 3,221,628 273,415 437,779 (3,932,822 ) (b)(d) — Total Select Medical Corporation Stockholders’ Equity 823,368 4,638,485 237,473 502,405 (5,378,363 ) 823,368 Non-controlling interests — — — 3,910 105,326 (d) 109,236 Total Equity 823,368 4,638,485 237,473 506,315 (5,273,037 ) 932,604 Total Liabilities and Equity $ 4,636,513 $ 5,146,574 $ 320,557 $ 1,340,919 $ (6,317,397 ) $ 5,127,166 _______________________________________________________________________________ (a) Elimination of intercompany balances. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) |
Schedule of Condensed Consolidating Statement of Operations | Select Medical Corporation Condensed Consolidating Statement of Operations For the Year Ended December 31, 2018 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Net operating revenues $ — $ 2,755,745 $ 767,840 $ 1,557,673 $ — $ 5,081,258 Costs and expenses: Cost of services, exclusive of depreciation and amortization 2,838 2,376,111 653,528 1,308,579 — 4,341,056 General and administrative 118,128 245 — 2,895 — 121,268 Depreciation and amortization 8,913 80,422 16,799 95,521 — 201,655 Total costs and expenses 129,879 2,456,778 670,327 1,406,995 — 4,663,979 Income (loss) from operations (129,879 ) 298,967 97,513 150,678 — 417,279 Other income and expense: Intercompany interest and royalty fees 28,058 (12,676 ) (14,187 ) (1,195 ) — — Intercompany management fees 211,861 (166,857 ) (45,004 ) — — — Loss on early retirement of debt (4,654 ) — — (9,501 ) — (14,155 ) Equity in earnings of unconsolidated subsidiaries — 21,870 35 — — 21,905 Non-operating gain 1,656 7,360 — — — 9,016 Interest income (expense) (117,520 ) 328 (736 ) (80,565 ) — (198,493 ) Income (loss) before income taxes (10,478 ) 148,992 37,621 59,417 — 235,552 Income tax expense 3,419 42,713 553 11,925 — 58,610 Equity in earnings of consolidated subsidiaries 151,737 24,404 — — (176,141 ) (a) — Net income 137,840 130,683 37,068 47,492 (176,141 ) 176,942 Less: Net income attributable to non-controlling interests — 97 12,664 26,341 — 39,102 Net income attributable to Select Medical Corporation $ 137,840 $ 130,586 $ 24,404 $ 21,151 $ (176,141 ) $ 137,840 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Condensed Consolidating Statement of Operations For the Year Ended December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 541 $ 2,729,803 $ 504,621 $ 982,495 $ — $ 4,217,460 Costs and expenses: Cost of services, exclusive of depreciation and amortization 2,037 2,362,781 460,301 840,256 — 3,665,375 General and administrative 106,864 63 — — — 106,927 Depreciation and amortization 5,348 68,329 10,917 60,717 — 145,311 Total costs and expenses 114,249 2,431,173 471,218 900,973 — 3,917,613 Income (loss) from operations (113,708 ) 298,630 33,403 81,522 — 299,847 Other income and expense: Intercompany interest and royalty fees 31,083 (17,404 ) (13,679 ) — — — Intercompany management fees 168,915 (140,300 ) (28,615 ) — — — Loss on early retirement of debt (773 ) — — (10,853 ) — (11,626 ) Equity in earnings of unconsolidated subsidiaries — 19,838 105 — — 19,943 Non-operating gain 33,932 8,719 — — — 42,651 Interest income (expense) (132,066 ) 315 (34 ) (38,296 ) — (170,081 ) Income (loss) before income taxes (12,617 ) 169,798 (8,820 ) 32,373 — 180,734 Income tax expense (benefit) (14,461 ) 54,557 2,656 12,712 — 55,464 Equity in earnings (losses) of consolidated subsidiaries 113,567 (8,093 ) — — (105,474 ) (a) — Net income (loss) 115,411 107,148 (11,476 ) 19,661 (105,474 ) 125,270 Less: Net income (loss) attributable to non-controlling interests — 218 (2,536 ) 12,177 — 9,859 Net income (loss) attributable to Select Medical Corporation $ 115,411 $ 106,930 $ (8,940 ) $ 7,484 $ (105,474 ) $ 115,411 _______________________________________________________________________________ (a) Condensed Consolidating Statement of Operations For the Year Ended December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 700 $ 2,685,308 $ 666,013 $ 1,013,224 $ — $ 4,365,245 Costs and expenses: Cost of services, exclusive of depreciation and amortization 2,585 2,299,360 576,708 856,656 — 3,735,309 General and administrative 111,069 159 — 2,819 — 114,047 Depreciation and amortization 7,540 76,408 14,118 61,945 — 160,011 Total costs and expenses 121,194 2,375,927 590,826 921,420 — 4,009,367 Income (loss) from operations (120,494 ) 309,381 75,187 91,804 — 355,878 Other income and expense: Intercompany interest and royalty fees 32,828 (18,369 ) (14,459 ) — — — Intercompany management fees 220,601 (180,588 ) (40,013 ) — — — Loss on early retirement of debt (19,719 ) — — — — (19,719 ) Equity in earnings of unconsolidated subsidiaries — 20,973 81 — — 21,054 Non-operating loss — (49 ) — — — (49 ) Interest income (expense) (124,406 ) 298 (87 ) (30,508 ) — (154,703 ) Income (loss) before income taxes (11,190 ) 131,646 20,709 61,296 — 202,461 Income tax expense (benefit) (8,753 ) (2,549 ) 557 (7,439 ) — (18,184 ) Equity in earnings of consolidated subsidiaries 179,621 13,536 — — (193,157 ) (a) — Net income 177,184 147,731 20,152 68,735 (193,157 ) 220,645 Less: Net income attributable to non-controlling interests — 120 6,616 36,725 — 43,461 Net income attributable to Select Medical Corporation $ 177,184 $ 147,611 $ 13,536 $ 32,010 $ (193,157 ) $ 177,184 ______________________________________________________________________________ (a) |
Schedule of Condensed Consolidating Statement of Cash Flows | Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Operating activities Net income (loss) $ 115,411 $ 107,148 $ (11,476 ) $ 19,661 $ (105,474 ) (a) $ 125,270 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries — 20,380 96 — — 20,476 Depreciation and amortization 5,348 68,329 10,917 60,717 — 145,311 Provision for bad debts — 511 — 21 — 532 Equity in earnings of unconsolidated subsidiaries — (19,838 ) (105 ) — — (19,943 ) Equity in earnings of consolidated subsidiaries (113,567 ) 8,093 — — 105,474 (a) — Loss on extinguishment of debt 773 — — 10,853 — 11,626 Loss (gain) on sale of assets and businesses (33,738 ) (12,975 ) 246 (21 ) — (46,488 ) Gain on sale of equity investment — (2,779 ) — — — (2,779 ) Impairment of equity investment — 5,339 — — — 5,339 Stock compensation expense 16,643 — — 770 — 17,413 Amortization of debt discount, premium and issuance costs 12,358 — — 3,298 — 15,656 Deferred income taxes (709 ) — — (11,882 ) — (12,591 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — 56,165 (30,045 ) 3,121 — 29,241 Other current assets (1,432 ) 10,293 (4,602 ) 13,191 — 17,450 Other assets (2,978 ) 51,586 (53,295 ) 13,977 — 9,290 Accounts payable 330 (24,679 ) 5,781 3,076 — (15,492 ) Accrued expenses (1,287 ) 52,783 (1,110 ) (4,094 ) — 46,292 Net cash provided by (used in) operating activities (2,848 ) 320,356 (83,593 ) 112,688 — 346,603 Investing activities Business combinations, net of cash acquired (406,305 ) (59,520 ) (953 ) (5,428 ) — (472,206 ) Purchases of property and equipment (15,262 ) (101,864 ) (28,561 ) (15,946 ) — (161,633 ) Investment in businesses — (4,723 ) — — — (4,723 ) Proceeds from sale of assets and businesses 63,418 16,978 67 — — 80,463 Proceeds from sale of equity investment — 3,779 — — — 3,779 Net cash used in investing activities (358,149 ) (145,350 ) (29,447 ) (21,374 ) — (554,320 ) Financing activities Borrowings on revolving facilities 575,000 — — — — 575,000 Payments on revolving facilities (650,000 ) — — (5,000 ) — (655,000 ) Proceeds from term loans 600,127 — — 195,217 — 795,344 Payments on term loans (230,524 ) — — (207,510 ) — (438,034 ) Borrowings of other debt 11,935 — 12,970 2,816 — 27,721 Principal payments on other debt (15,144 ) (751 ) (2,554 ) (2,952 ) — (21,401 ) Dividends paid to Holdings (2,929 ) — — — — (2,929 ) Equity investment by Holdings 1,672 — — — — 1,672 Intercompany 67,115 (169,163 ) 102,048 — — — Increase in overdrafts 10,746 — — — — 10,746 Proceeds from issuance of non-controlling interests — — 11,846 — — 11,846 Distributions to and purchases of non-controlling interests — (2,331 ) (6,839 ) (3,484 ) — (12,654 ) Net cash provided by (used in) financing activities 367,998 (172,245 ) 117,471 (20,913 ) — 292,311 Net increase in cash and cash equivalents 7,001 2,761 4,431 70,401 — 84,594 Cash and cash equivalents at beginning of period 4,070 3,706 625 6,034 — 14,435 Cash and cash equivalents at end of period $ 11,071 $ 6,467 $ 5,056 $ 76,435 $ — $ 99,029 _______________________________________________________________________________ (a) Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2018 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Operating activities Net income $ 137,840 $ 130,683 $ 37,068 $ 47,492 $ (176,141 ) (a) $ 176,942 Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — 15,687 34 — — 15,721 Depreciation and amortization 8,913 80,422 16,799 95,521 — 201,655 Provision for bad debts — (485 ) 318 64 — (103 ) Equity in earnings of unconsolidated subsidiaries — (21,870 ) (35 ) — — (21,905 ) Equity in earnings of consolidated subsidiaries (151,737 ) (24,404 ) — — 176,141 (a) — Loss on extinguishment of debt 1,955 — — 1,044 — 2,999 Gain on sale of assets and businesses (1,645 ) (7,507 ) (16 ) — — (9,168 ) Stock compensation expense 20,443 — — 2,883 — 23,326 Amortization of debt discount, premium and issuance costs 5,740 — — 7,372 — 13,112 Deferred income taxes 7,910 7,489 242 (8,424 ) — 7,217 Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — 52,786 3,727 (1,938 ) — 54,575 Other current assets (4,845 ) (960 ) (1,017 ) 2,670 — (4,152 ) Other assets (9,099 ) (9,053 ) 2,068 23,941 — 7,857 Accounts payable 2,862 (2,447 ) 2,519 (4,712 ) — (1,778 ) Accrued expenses 21,096 14,697 8,863 (16,760 ) — 27,896 Net cash provided by operating activities 39,433 235,038 70,570 149,153 — 494,194 Investing activities Business combinations, net of cash acquired — (4,965 ) (204 ) (517,965 ) — (523,134 ) Purchases of property and equipment (9,719 ) (76,443 ) (38,914 ) (42,205 ) — (167,281 ) Investment in businesses — (13,477 ) — (5 ) — (13,482 ) Proceeds from sale of assets and businesses 1,658 5,042 48 12 — 6,760 Net cash used in investing activities (8,061 ) (89,843 ) (39,070 ) (560,163 ) — (697,137 ) Financing activities Borrowings on revolving facilities 595,000 — — — — 595,000 Payments on revolving facilities (805,000 ) — — — — (805,000 ) Proceeds from term loans (62 ) — — 779,885 — 779,823 Payments on term loans (11,500 ) — — — — (11,500 ) Revolving facility debt issuance costs (1,090 ) — — (549 ) — (1,639 ) Borrowings of other debt 7,457 — 30,202 4,559 — 42,218 Principal payments on other debt (11,293 ) (621 ) (6,816 ) (6,512 ) — (25,242 ) Dividends paid to Holdings (6,837 ) — — — — (6,837 ) Equity investment by Holdings 1,722 — — — — 1,722 Intercompany 204,615 (140,406 ) (46,064 ) (18,145 ) — — Decrease in overdrafts (4,380 ) — — — — (4,380 ) Proceeds from issuance of non-controlling interests — — 957 1,969 — 2,926 Distributions to and purchases of non-controlling interests — (1,450 ) (9,929 ) (300,140 ) — (311,519 ) Net cash provided by (used in) financing activities (31,368 ) (142,477 ) (31,650 ) 461,067 — 255,572 Net increase (decrease) in cash and cash equivalents 4 2,718 (150 ) 50,057 — 52,629 Cash and cash equivalents at beginning of period 73 4,856 4,561 113,059 — 122,549 Cash and cash equivalents at end of period $ 77 $ 7,574 $ 4,411 $ 163,116 $ — $ 175,178 _______________________________________________________________________________ (a) Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Consolidating and Eliminating Adjustments Consolidated Select Medical Corporation (in thousands) Operating activities Net income $ 177,184 $ 147,731 $ 20,152 $ 68,735 $ (193,157 ) (a) $ 220,645 Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — 19,940 66 — — 20,006 Depreciation and amortization 7,540 76,408 14,118 61,945 — 160,011 Provision for bad debts — 1,067 — 66 — 1,133 Equity in earnings of unconsolidated subsidiaries — (20,973 ) (81 ) — — (21,054 ) Equity in earnings of consolidated subsidiaries (179,621 ) (13,536 ) — — 193,157 (a) — Loss on extinguishment of debt 6,527 — — — — 6,527 Loss (gain) on sale of assets and businesses (939 ) (4,828 ) (4,602 ) 20 — (10,349 ) Stock compensation expense 18,291 — — 993 — 19,284 Amortization of debt discount, premium and issuance costs 7,895 — — 3,235 — 11,130 Deferred income taxes 14,041 (40,788 ) 156 (45,733 ) — (72,324 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — (84,264 ) (27,683 ) (6,886 ) — (118,833 ) Other current assets (1,068 ) 4,459 (3,745 ) 1,951 — 1,597 Other assets 168 (4,235 ) 3,413 (232 ) — (886 ) Accounts payable 1,450 2,271 1,091 (909 ) — 3,903 Accrued expenses (25,396 ) 2,919 12,493 27,325 — 17,341 Net cash provided by operating activities 26,072 86,171 15,378 110,510 — 238,131 Investing activities Business combinations, net of cash acquired — (10,006 ) (1,664 ) (15,720 ) — (27,390 ) Purchases of property and equipment (30,413 ) (136,267 ) (37,651 ) (28,912 ) — (233,243 ) Investment in businesses — (12,682 ) — — — (12,682 ) Proceeds from sale of assets and businesses 45,788 15,022 19,537 3 — 80,350 Net cash provided by (used in) investing activities 15,375 (143,933 ) (19,778 ) (44,629 ) — (192,965 ) Financing activities Borrowings on revolving facilities 970,000 — — — — 970,000 Payments on revolving facilities (960,000 ) — — — — (960,000 ) Proceeds from term loans 1,139,487 — — — — 1,139,487 Payments on term loans (1,156,377 ) — — (23,065 ) — (1,179,442 ) Revolving facility debt issuance costs (4,392 ) — — — — (4,392 ) Borrowings of other debt 25,630 — 18,224 2,767 — 46,621 Principal payments on other debt (13,748 ) (456 ) (3,036 ) (3,407 ) — (20,647 ) Dividends paid to Holdings (4,753 ) — — — — (4,753 ) Equity investment by Holdings 2,017 — — — — 2,017 Intercompany (40,410 ) 56,742 (16,332 ) — — — Decrease in overdrafts (9,899 ) — — — — (9,899 ) Proceeds from issuance of non-controlling interests — — 9,982 — — 9,982 Distributions to and purchases of non-controlling interests — (135 ) (4,933 ) (5,552 ) — (10,620 ) Net cash provided by (used in) financing activities (52,445 ) 56,151 3,905 (29,257 ) — (21,646 ) Net increase (decrease) in cash and cash equivalents (10,998 ) (1,611 ) (495 ) 36,624 — 23,520 Cash and cash equivalents at beginning of period 11,071 6,467 5,056 76,435 — 99,029 Cash and cash equivalents at end of period $ 73 $ 4,856 $ 4,561 $ 113,059 $ — $ 122,549 _______________________________________________________________________________ (a) |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected unaudited quarterly financial data | The tables below sets forth selected unaudited financial data for each quarter of the last two years. The financial data presented below is the same for both Select Medical Holdings Corporation and Select Medical Corporation, except for earnings per common share which is limited to Select Medical Holdings Corporation. First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) For the year ended December 31, 2017 Net operating revenues (1) $ 1,091,517 $ 1,102,465 $ 1,077,014 $ 1,094,249 Income from operations 91,765 115,663 72,098 76,352 Net income 23,463 51,300 24,824 121,058 Net income attributable to Select Medical Holdings Corporation 15,870 42,055 18,462 100,797 Earnings per common share (2) : Basic $ 0.12 $ 0.32 $ 0.14 $ 0.75 Diluted $ 0.12 $ 0.32 $ 0.14 $ 0.75 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) For the year ended December 31, 2018 Net operating revenues $ 1,252,964 $ 1,296,210 $ 1,267,401 $ 1,264,683 Income from operations 108,598 120,561 99,837 88,283 Net income 43,982 60,559 42,679 29,722 Net income attributable to Select Medical Holdings Corporation 33,739 46,511 32,917 24,673 Earnings per common share (2) : Basic $ 0.25 $ 0.35 $ 0.24 $ 0.18 Diluted $ 0.25 $ 0.35 $ 0.24 $ 0.18 _______________________________________________________________________________ (1) Net operating revenues were retrospectively conformed to reflect the adoption of Topic 606, Revenue from Contracts with Customers. (2) |
Organization and Significant _4
Organization and Significant Accounting Policies - Business Description (Details) | 12 Months Ended |
Dec. 31, 2018hospitalbusiness_segmentstate | |
Segment information | |
Number of states in which the entity had operations | state | 47 |
Number of reportable segments | business_segment | 4 |
Critical illness recovery hospital | |
Segment information | |
Number of facilities operated by the entity | 96 |
Rehabilitation hospital | |
Segment information | |
Number of facilities operated by the entity | 26 |
Outpatient Rehabilitation | |
Segment information | |
Number of outpatient rehabilitation clinics operated by entity | 1,662 |
Concentra | |
Segment information | |
Number of occupational health centers operated by entity | 524 |
Number of onsite clinics | 124 |
Number of department of veterans affairs community-based outpatient clinics | 31 |
Organization and Significant _5
Organization and Significant Accounting Policies - Non-Controlling Interests (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interests | $ 780,488 | $ 640,818 | $ 422,159 | $ 238,221 |
Outside Members of Concentra Group Holdings Parent, LLC | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interests | $ 750,600 | $ 613,300 |
Organization and Significant _6
Organization and Significant Accounting Policies - Credit Risk and Payor Concentrations (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts receivable | Third-party payor risk | |||
Percentage of concentration risk | 16.00% | 27.00% | |
Accounts receivable | Non-Governmental Payors And Patient Concentration Risk [Member] | |||
Percentage of concentration risk | 0.30% | ||
Net operating revenues | Third-party payor risk | |||
Percentage of concentration risk | 27.00% | 30.00% | 30.00% |
Organization and Significant _7
Organization and Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Land improvements | Minimum | |
Property and equipment | |
Estimated useful lives | 2 years |
Land improvements | Maximum | |
Property and equipment | |
Estimated useful lives | 25 years |
Leasehold improvements | Minimum | |
Property and equipment | |
Estimated useful lives | 1 year |
Leasehold improvements | Maximum | |
Property and equipment | |
Estimated useful lives | 15 years |
Buildings | |
Property and equipment | |
Estimated useful lives | 40 years |
Building improvements | Minimum | |
Property and equipment | |
Estimated useful lives | 5 years |
Building improvements | Maximum | |
Property and equipment | |
Estimated useful lives | 30 years |
Furniture and equipment | Minimum | |
Property and equipment | |
Estimated useful lives | 1 year |
Furniture and equipment | Maximum | |
Property and equipment | |
Estimated useful lives | 20 years |
Organization and Significant _8
Organization and Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Customer relationships | Minimum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 5 years |
Customer relationships | Maximum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 17 years |
Non-compete agreements | Minimum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 1 year |
Non-compete agreements | Maximum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 15 years |
Leasehold interests | Minimum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 1 year |
Leasehold interests | Maximum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 15 years |
Trademarks | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 1 year |
Organization and Significant _9
Organization and Significant Accounting Policies - Recent and Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Recently Adopted Accounting Pronouncements | |||||||||||
Net operating revenues | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 1,094,249 | $ 1,077,014 | $ 1,102,465 | $ 1,091,517 | $ 5,081,258 | $ 4,365,245 | $ 4,217,460 |
Bad debt expense | (103) | 1,133 | 532 | ||||||||
Changes in accounts receivable | 54,575 | (118,833) | 29,241 | ||||||||
Accounts receivable | 691,732 | 691,732 | |||||||||
Allowance for doubtful accounts | 0 | 0 | |||||||||
Accounts receivable | $ 706,676 | 691,732 | $ 706,676 | 691,732 | |||||||
Scenario, Previously Reported | |||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||
Net operating revenues | 4,443,603 | 4,286,021 | |||||||||
Bad debt expense | 79,491 | 69,093 | |||||||||
Changes in accounts receivable | (197,191) | (39,320) | |||||||||
Accounts receivable | 767,276 | 767,276 | |||||||||
Allowance for doubtful accounts | 75,544 | 75,544 | |||||||||
Accounts receivable | 691,732 | 691,732 | |||||||||
Accounting Standards Update 2014-09 | Restatement Adjustment | |||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||
Net operating revenues | (78,358) | (68,561) | |||||||||
Bad debt expense | (78,358) | (68,561) | |||||||||
Changes in accounts receivable | 78,358 | $ 68,561 | |||||||||
Accounts receivable | (75,544) | (75,544) | |||||||||
Allowance for doubtful accounts | (75,544) | (75,544) | |||||||||
Accounts receivable | $ 0 | $ 0 |
Acquisitions - U.S. HealthWorks
Acquisitions - U.S. HealthWorks Acquisition (Details) - USD ($) $ in Thousands | Feb. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquisitions | |||||
Non-cash equity exchange for acquisition of U.S. HealthWorks | $ 238,000 | $ 238,000 | $ 0 | $ 0 | |
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Goodwill | 3,320,726 | 3,320,726 | 2,782,812 | $ 2,751,000 | |
U.S HealthWorks | |||||
Acquisitions | |||||
Acquisition costs | $ 2,900 | $ 2,800 | |||
Consideration transferred | $ 753,600 | ||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Accounts receivable | 68,934 | ||||
Other current assets | 10,810 | ||||
Property and equipment | 69,712 | ||||
Identifiable intangible assets | 140,406 | ||||
Other assets | 25,435 | ||||
Goodwill | 540,067 | ||||
Total assets | 855,364 | ||||
Accounts payable and other current liabilities | 49,925 | ||||
Deferred income taxes and other long-term liabilities | 51,851 | ||||
Total liabilities | 101,776 | ||||
Consideration given | 753,588 | ||||
Estimated value of goodwill, deductible for tax purposes | $ 83,100 | ||||
Net revenues of acquiree | $ 488,800 | ||||
Concentra Group Holdings Parent, LLC | U.S HealthWorks | |||||
Acquisitions | |||||
Equity interest issued (percent) | 20.00% | ||||
Non-cash equity exchange for acquisition of U.S. HealthWorks | $ 238,000 | ||||
Customer relationships | U.S HealthWorks | |||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Identifiable intangible assets | $ 135,000 | ||||
Weighted Average Amortization Period | 15 years | ||||
Trademarks | U.S HealthWorks | |||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Identifiable intangible assets | $ 5,000 | ||||
Weighted Average Amortization Period | 1 year | ||||
Favorable leasehold interests | U.S HealthWorks | |||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Identifiable intangible assets | $ 406 | ||||
Weighted Average Amortization Period | 2 years 10 months 24 days |
Acquisitions - Physiotherapy Ac
Acquisitions - Physiotherapy Acquisition (Details) - USD ($) $ in Thousands | Mar. 04, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Goodwill | $ 3,320,726 | $ 2,782,812 | $ 2,751,000 | |
Net cash paid | $ 523,134 | $ 27,390 | 472,206 | |
Physiotherapy | ||||
Acquisitions | ||||
Acquisition costs | $ 3,200 | |||
Estimated value of goodwill, deductible for tax purposes | $ 8,800 | |||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Cash and cash equivalents | 12,340 | |||
Identifiable tangible assets, excluding cash and cash equivalents | 87,832 | |||
Identifiable intangible assets | 32,484 | |||
Goodwill | 343,187 | |||
Total assets | 475,843 | |||
Total liabilities | 54,685 | |||
Acquired non-controlling interests | 2,514 | |||
Net assets acquired | 418,644 | |||
Less: Cash and cash equivalents acquired | (12,340) | |||
Net cash paid | $ 406,304 |
Acquisitions - Proforma Results
Acquisitions - Proforma Results and Other Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pro forma results of operations | |||
Net operating revenues | $ 5,128,838 | $ 4,903,612 | $ 4,339,551 |
Net income attributable to the Company | 140,488 | 170,689 | 113,590 |
Physiotherapy | |||
Pro forma results of operations | |||
Acquisition costs | 3,200 | ||
U.S HealthWorks | |||
Pro forma results of operations | |||
Acquisition costs | $ 2,900 | 2,800 | |
Pro Forma | Physiotherapy | |||
Pro forma results of operations | |||
Acquisition costs | $ (3,200) | ||
Pro Forma | U.S HealthWorks | |||
Pro forma results of operations | |||
Acquisition costs | $ 2,900 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Variable interest entity, assets | $ 166.2 | $ 108.2 |
Variable interest entity, liabilities | $ 164.4 | $ 105.7 |
Sale of Businesses (Details)
Sale of Businesses (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2018USD ($)clinic | Dec. 31, 2016USD ($)clinic | |
Sale of Businesses | ||
Gain on disposal | $ 8.6 | $ 35.6 |
Contract Therapy | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | ||
Sale of Businesses | ||
Gain on disposal | 1.6 | 33.9 |
Total consideration from sale of businesses | 65 | |
Outpatient Rehabilitation | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | ||
Sale of Businesses | ||
Gain on disposal | $ 7 | $ 1.7 |
Outpatient Rehabilitation | Disposed by Sale | ||
Sale of Businesses | ||
Number of businesses sold | clinic | 41 | 9 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and equipment | |||
Total property and equipment | $ 1,744,391 | $ 1,543,255 | |
Accumulated depreciation | (764,581) | (630,664) | |
Property and equipment, net | 979,810 | 912,591 | |
Depreciation expense | 171,700 | 142,600 | $ 129,000 |
Land | |||
Property and equipment | |||
Total property and equipment | 87,358 | 77,077 | |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment | 498,520 | 420,632 | |
Buildings | |||
Property and equipment | |||
Total property and equipment | 481,375 | 414,704 | |
Furniture and equipment | |||
Property and equipment | |||
Total property and equipment | 609,805 | 517,912 | |
Construction-in-progress | |||
Property and equipment | |||
Total property and equipment | $ 67,333 | $ 112,930 |
Intangible Assets - Carrying Am
Intangible Assets - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | ||
Balance at the beginning of the year | $ 2,782,812 | $ 2,751,000 |
Acquired | 542,851 | 31,986 |
Measurement period adjustment | 4,472 | (174) |
Reorganization of reporting units | 0 | |
Sold | (9,409) | |
Balance at the end of the year | 3,320,726 | 2,782,812 |
Critical Illness Recovery Hospital | ||
Goodwill | ||
Balance at the beginning of the year | 1,045,220 | 0 |
Acquired | 0 | 0 |
Measurement period adjustment | 0 | 0 |
Reorganization of reporting units | 1,045,220 | |
Sold | 0 | |
Balance at the end of the year | 1,045,220 | 1,045,220 |
Rehabilitation Hospital | ||
Goodwill | ||
Balance at the beginning of the year | 415,528 | 0 |
Acquired | 1,118 | 12,887 |
Measurement period adjustment | 0 | 0 |
Reorganization of reporting units | 402,641 | |
Sold | 0 | |
Balance at the end of the year | 416,646 | 415,528 |
Specialty Hospitals | ||
Goodwill | ||
Balance at the beginning of the year | 0 | 1,447,406 |
Acquired | 0 | 797 |
Measurement period adjustment | 0 | (342) |
Reorganization of reporting units | (1,447,861) | |
Sold | 0 | |
Balance at the end of the year | 0 | 0 |
Outpatient Rehabilitation | ||
Goodwill | ||
Balance at the beginning of the year | 647,522 | 643,557 |
Acquired | 4,309 | 3,797 |
Measurement period adjustment | 0 | 168 |
Reorganization of reporting units | 0 | |
Sold | (9,409) | |
Balance at the end of the year | 642,422 | 647,522 |
Concentra | ||
Goodwill | ||
Balance at the beginning of the year | 674,542 | 660,037 |
Acquired | 537,424 | 14,505 |
Measurement period adjustment | 4,472 | 0 |
Reorganization of reporting units | 0 | |
Sold | 0 | |
Balance at the end of the year | $ 1,216,438 | $ 674,542 |
Intangible Assets - Carrying Va
Intangible Assets - Carrying Value and Amortization of Identifiable Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Total identifiable intangible assets, Accumulated Amortization | $ (78,699) | $ (46,500) | |
Total identifiable intangible assets, Gross Carrying Amount | 516,392 | 373,019 | |
Total identifiable intangible assets, Net Carrying Amount | 437,693 | 326,519 | |
Trademarks | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, Gross Carrying Amount | 5,000 | 0 | |
Total identifiable intangible assets, Accumulated Amortization | (4,583) | 0 | |
Finite-lived intangible assets, Net Carrying Amount | 417 | 0 | |
Customer relationships | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, Gross Carrying Amount | 280,710 | 143,953 | |
Total identifiable intangible assets, Accumulated Amortization | (61,900) | (38,281) | |
Finite-lived intangible assets, Net Carrying Amount | 218,810 | 105,672 | |
Favorable leasehold interests | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, Gross Carrying Amount | 13,553 | 13,295 | |
Total identifiable intangible assets, Accumulated Amortization | (6,064) | (4,319) | |
Finite-lived intangible assets, Net Carrying Amount | 7,489 | 8,976 | |
Non-compete agreements | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, Gross Carrying Amount | 29,400 | 28,023 | |
Total identifiable intangible assets, Accumulated Amortization | (6,152) | (3,900) | |
Finite-lived intangible assets, Net Carrying Amount | 23,248 | 24,123 | |
Customer relationships, non-compete agreements, and trademarks | |||
Amortized intangible assets: | |||
Amortization expense | 29,900 | 17,400 | $ 16,300 |
Estimated amortization expense | |||
2,019 | 26,620 | ||
2,020 | 25,994 | ||
2,021 | 25,778 | ||
2,022 | 25,568 | ||
2,023 | 25,417 | ||
Trademarks | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 166,698 | 166,698 | |
Amortized intangible assets: | |||
Weighted average time until next renewal | 8 years 2 months 12 days | ||
Certificates of need | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 19,174 | 19,155 | |
Accreditations | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 1,857 | $ 1,895 | |
Amortized intangible assets: | |||
Weighted average time until next renewal | 1 year 6 months |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||
Net operating revenues from contracted services and management fees to related parties | $ 216.9 | $ 178.1 | $ 164.2 |
Non-operating loss from equity method investments | 5.1 | ||
Non-operating gain related to final sale of equity method investment | $ 2.5 | ||
BIR JV, LLP | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | 49.00% | |
OHRH, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | 49.00% | |
GlobalRehab—Scottsdale, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | 49.00% | |
Rehabilitation Institute of Denton, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 50.00% | 50.00% | |
ES Rehabilitation, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | 49.00% | |
Coastal Virginia Rehabilitation, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | 49.00% | |
BHSM Rehabilitation, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | 49.00% | |
Other assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 146.9 | $ 114.2 |
Equity Method Investments - Sum
Equity Method Investments - Summarized Combined Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Current assets | $ 125,435 | $ 102,908 | |
Non-current assets | 118,270 | 79,364 | |
Total assets | 243,705 | 182,272 | |
Current liabilities | 43,792 | 37,113 | |
Non-current liabilities | 16,338 | 13,751 | |
Equity | 183,575 | 131,408 | |
Total liabilities and equity | 243,705 | 182,272 | |
Revenues | 393,034 | 336,349 | $ 320,078 |
Operating costs and expenses | 342,603 | 289,224 | 274,952 |
Net income | $ 48,535 | $ 45,648 | $ 43,410 |
Insurance Risk Programs (Detail
Insurance Risk Programs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Insurance [Abstract] | ||
Discount rate for provisions for losses for professional liability (as a percent) | 3.00% | 3.00% |
Liability recorded after discounting | $ 175.2 | $ 157.1 |
Value of aggregate liability, if the entity did not discount the provisions for losses | 180.7 | 162.1 |
Insurance proceeds receivable | $ 32.4 | $ 25.8 |
Long-Term Debt and Notes Paya_3
Long-Term Debt and Notes Payable - Components of Long-Term Debt and Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | May 28, 2013 |
Long-term debt and notes payable | |||
Principal Outstanding | $ 3,338,381 | $ 2,744,080 | |
Unamortized Premium (Discount) | (11,905) | (13,924) | |
Unamortized Issuance Costs | (33,095) | (30,254) | |
Carrying Value | 3,293,381 | 2,699,902 | |
Fair Value | 3,222,705 | 2,761,735 | |
Select Medical Corporation | |||
Long-term debt and notes payable | |||
Principal Outstanding | 1,916,290 | 2,118,252 | |
Unamortized Premium (Discount) | (9,140) | (11,667) | |
Unamortized Issuance Costs | (14,447) | (19,586) | |
Carrying Value | 1,892,703 | 2,086,999 | |
Fair Value | 1,856,987 | 2,129,909 | |
Select Medical Corporation | Senior notes | 6.375% Senior Notes Due June 2021 | |||
Long-term debt and notes payable | |||
Principal Outstanding | 710,000 | 710,000 | |
Unamortized Premium (Discount) | 550 | 778 | |
Unamortized Issuance Costs | (4,642) | (6,553) | |
Carrying Value | 705,908 | 704,225 | |
Fair Value | $ 706,450 | 727,750 | |
Interest rate of debt (as a percent) | 6.375% | 6.375% | |
Select Medical Corporation | Other | |||
Long-term debt and notes payable | |||
Principal Outstanding | $ 56,415 | 36,877 | |
Unamortized Premium (Discount) | 0 | 0 | |
Unamortized Issuance Costs | (484) | (533) | |
Carrying Value | 55,931 | 36,344 | |
Fair Value | 55,931 | 36,344 | |
Select Medical Corporation | Revolving facility | Credit facility | |||
Long-term debt and notes payable | |||
Principal Outstanding | 20,000 | 230,000 | |
Unamortized Premium (Discount) | 0 | 0 | |
Unamortized Issuance Costs | 0 | 0 | |
Carrying Value | 20,000 | 230,000 | |
Fair Value | 18,400 | 211,600 | |
Select Medical Corporation | Term loan | Credit facility | |||
Long-term debt and notes payable | |||
Principal Outstanding | 1,129,875 | 1,141,375 | |
Unamortized Premium (Discount) | (9,690) | (12,445) | |
Unamortized Issuance Costs | (9,321) | (12,500) | |
Carrying Value | 1,110,864 | 1,116,430 | |
Fair Value | 1,076,206 | 1,154,215 | |
Concentra, Inc | |||
Long-term debt and notes payable | |||
Principal Outstanding | 1,422,091 | 625,828 | |
Unamortized Premium (Discount) | (2,765) | (2,257) | |
Unamortized Issuance Costs | (18,648) | (10,668) | |
Carrying Value | 1,400,678 | 612,903 | |
Fair Value | 1,365,718 | 631,826 | |
Concentra, Inc | Other | |||
Long-term debt and notes payable | |||
Principal Outstanding | 7,916 | 6,653 | |
Unamortized Premium (Discount) | 0 | 0 | |
Unamortized Issuance Costs | 0 | 0 | |
Carrying Value | 7,916 | 6,653 | |
Fair Value | 7,916 | 6,653 | |
Concentra, Inc | Term loan | Credit facility | |||
Long-term debt and notes payable | |||
Principal Outstanding | 1,414,175 | 619,175 | |
Unamortized Premium (Discount) | (2,765) | (2,257) | |
Unamortized Issuance Costs | (18,648) | (10,668) | |
Carrying Value | 1,392,762 | 606,250 | |
Fair Value | $ 1,357,802 | $ 625,173 |
Long-Term Debt and Notes Paya_4
Long-Term Debt and Notes Payable - Principal Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | May 28, 2013 |
Long-term debt and notes payable | |||
2,019 | $ 43,865 | ||
2,020 | 26,052 | ||
2,021 | 710,567 | ||
2,022 | 1,259,458 | ||
2,023 | 240,335 | ||
Thereafter | 1,058,104 | ||
Total | 3,338,381 | $ 2,744,080 | |
Debt Instrument, Unamortized Discount (Premium), Net | 11,905 | 13,924 | |
Unamortized Debt Issuance Expense | 33,095 | 30,254 | |
Long-term Debt | 3,293,381 | 2,699,902 | |
Fair Value | 3,222,705 | 2,761,735 | |
Select Medical Corporation | |||
Long-term debt and notes payable | |||
2,019 | 6,612 | ||
2,020 | 25,706 | ||
2,021 | 710,221 | ||
2,022 | 118,812 | ||
2,023 | 0 | ||
Thereafter | 1,054,939 | ||
Total | 1,916,290 | 2,118,252 | |
Debt Instrument, Unamortized Discount (Premium), Net | 9,140 | 11,667 | |
Unamortized Debt Issuance Expense | 14,447 | 19,586 | |
Long-term Debt | 1,892,703 | 2,086,999 | |
Fair Value | 1,856,987 | 2,129,909 | |
Select Medical Corporation | Senior notes | 6.375% Senior Notes Due June 2021 | |||
Long-term debt and notes payable | |||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 710,000 | ||
2,022 | 0 | ||
2,023 | 0 | ||
Thereafter | 0 | ||
Total | $ 710,000 | 710,000 | |
Interest rate of debt (as a percent) | 6.375% | 6.375% | |
Debt Instrument, Unamortized Discount (Premium), Net | $ (550) | (778) | |
Unamortized Debt Issuance Expense | 4,642 | 6,553 | |
Long-term Debt | 705,908 | 704,225 | |
Fair Value | 706,450 | 727,750 | |
Select Medical Corporation | Credit facility | Revolving facility | |||
Long-term debt and notes payable | |||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 0 | ||
2,022 | 20,000 | ||
2,023 | 0 | ||
Thereafter | 0 | ||
Total | 20,000 | 230,000 | |
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 0 | |
Unamortized Debt Issuance Expense | 0 | 0 | |
Long-term Debt | 20,000 | 230,000 | |
Fair Value | 18,400 | 211,600 | |
Select Medical Corporation | Credit facility | Term loan | |||
Long-term debt and notes payable | |||
2,019 | 0 | ||
2,020 | 0 | ||
2,021 | 0 | ||
2,022 | 98,812 | ||
2,023 | 0 | ||
Thereafter | 1,031,063 | ||
Total | 1,129,875 | 1,141,375 | |
Debt Instrument, Unamortized Discount (Premium), Net | 9,690 | 12,445 | |
Unamortized Debt Issuance Expense | 9,321 | 12,500 | |
Long-term Debt | 1,110,864 | 1,116,430 | |
Fair Value | 1,076,206 | 1,154,215 | |
Select Medical Corporation | Other | |||
Long-term debt and notes payable | |||
2,019 | 6,612 | ||
2,020 | 25,706 | ||
2,021 | 221 | ||
2,022 | 0 | ||
2,023 | 0 | ||
Thereafter | 23,876 | ||
Total | 56,415 | 36,877 | |
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 0 | |
Unamortized Debt Issuance Expense | 484 | 533 | |
Long-term Debt | 55,931 | 36,344 | |
Fair Value | 55,931 | 36,344 | |
Concentra, Inc | |||
Long-term debt and notes payable | |||
2,019 | 37,253 | ||
2,020 | 346 | ||
2,021 | 346 | ||
2,022 | 1,140,646 | ||
2,023 | 240,335 | ||
Thereafter | 3,165 | ||
Total | 1,422,091 | 625,828 | |
Debt Instrument, Unamortized Discount (Premium), Net | 2,765 | 2,257 | |
Unamortized Debt Issuance Expense | 18,648 | 10,668 | |
Long-term Debt | 1,400,678 | 612,903 | |
Fair Value | 1,365,718 | 631,826 | |
Concentra, Inc | Credit facility | Term loan | |||
Long-term debt and notes payable | |||
2,019 | 33,878 | ||
2,020 | 0 | ||
2,021 | 0 | ||
2,022 | 1,140,297 | ||
2,023 | 240,000 | ||
Thereafter | 0 | ||
Total | 1,414,175 | 619,175 | |
Debt Instrument, Unamortized Discount (Premium), Net | 2,765 | 2,257 | |
Unamortized Debt Issuance Expense | 18,648 | 10,668 | |
Long-term Debt | 1,392,762 | 606,250 | |
Fair Value | 1,357,802 | 625,173 | |
Concentra, Inc | Other | |||
Long-term debt and notes payable | |||
2,019 | 3,375 | ||
2,020 | 346 | ||
2,021 | 346 | ||
2,022 | 349 | ||
2,023 | 335 | ||
Thereafter | 3,165 | ||
Total | 7,916 | 6,653 | |
Debt Instrument, Unamortized Discount (Premium), Net | 0 | 0 | |
Unamortized Debt Issuance Expense | 0 | 0 | |
Long-term Debt | 7,916 | 6,653 | |
Fair Value | $ 7,916 | $ 6,653 |
Long-Term Debt and Notes Paya_5
Long-Term Debt and Notes Payable - 2017 Select Credit Facilities (Details) - USD ($) | Oct. 26, 2018 | Mar. 22, 2018 | Mar. 06, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 28, 2013 |
Long-term debt and notes payable | |||||||
Total principal | $ 3,338,381,000 | $ 2,744,080,000 | |||||
Select Medical Corporation | |||||||
Long-term debt and notes payable | |||||||
Total principal | 1,916,290,000 | 2,118,252,000 | |||||
Select Medical Corporation | Term loan | Credit facility | |||||||
Long-term debt and notes payable | |||||||
Total principal | 1,129,875,000 | 1,141,375,000 | |||||
Select Medical Corporation | Revolving facility | Credit facility | |||||||
Long-term debt and notes payable | |||||||
Total principal | $ 20,000,000 | 230,000,000 | |||||
Select Medical Corporation | 2017 Select Credit Facilities | Credit facility | |||||||
Long-term debt and notes payable | |||||||
Current borrowing capacity | $ 1,600,000,000 | ||||||
Percentage of net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation to be used for prepayment of debt | 100.00% | ||||||
Percentage of net proceeds received from the issuance of debt obligations other than certain permitted debt obligations to be used for prepayment of debt | 100.00% | ||||||
Percentage of capital stock of foreign subsidiaries | 65.00% | ||||||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | ||||||
Principal prepayments from excess cash flow | $ 98,800,000 | 0 | $ 0 | ||||
Select Medical Corporation | 2017 Select Credit Facilities | Credit facility | Leverage ratio greater than 4.50 to 1.00 | |||||||
Long-term debt and notes payable | |||||||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | ||||||
Leverage ratio of financial maintenance covenant | 4.50 | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Credit facility | Leverage ratio less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00 | |||||||
Long-term debt and notes payable | |||||||
Percentage of excess cash flow to be used for prepayment of debt | 25.00% | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Credit facility | Leverage ratio less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00 | Minimum | |||||||
Long-term debt and notes payable | |||||||
Leverage ratio of financial maintenance covenant | 4 | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Credit facility | Leverage ratio less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00 | Maximum | |||||||
Long-term debt and notes payable | |||||||
Leverage ratio of financial maintenance covenant | 4.50 | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Credit facility | Leverage ratio less than 4.00 to 1.00 | |||||||
Long-term debt and notes payable | |||||||
Leverage ratio of financial maintenance covenant | 4 | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | |||||||
Long-term debt and notes payable | |||||||
Aggregate principal amount | $ 1,150,000,000 | ||||||
Debt instrument term (in years) | 7 years | ||||||
Total principal | 1,129,900,000 | ||||||
Unamortized discounts and debt issuance costs | $ 19,000,000 | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | Adjusted LIBO | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 3.50% | 2.50% | |||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | Adjusted LIBO | Minimum | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 2.25% | 2.50% | |||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | Adjusted LIBO | Maximum | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 2.50% | 2.75% | |||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | Adjusted LIBO Rate floor | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 1.00% | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | Alternate Base Rate | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 2.50% | 1.50% | |||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | Alternate Base Rate | Minimum | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 1.25% | 1.50% | |||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | Alternate Base Rate | Maximum | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 1.50% | 1.75% | |||||
Select Medical Corporation | 2017 Select Credit Facilities | Term loan | Credit facility | Alternate Base Rate floor | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 2.00% | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | |||||||
Long-term debt and notes payable | |||||||
Current borrowing capacity | $ 450,000,000 | ||||||
Debt instrument term (in years) | 5 years | ||||||
Leverage ratio of financial maintenance covenant | 4.64 | ||||||
Commitment fee (as a percent) | 0.50% | ||||||
Total principal | $ 20,000,000 | ||||||
Remaining borrowing capacity | $ 392,500,000 | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | Leverage ratio less than 6.25 to 1.00 | Maximum | |||||||
Long-term debt and notes payable | |||||||
Leverage ratio of financial maintenance covenant | 6.25 | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | Future leverage ratio required less than 6.00 to 1.00 | Maximum | |||||||
Long-term debt and notes payable | |||||||
Leverage ratio of financial maintenance covenant | 6 | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | Adjusted LIBO | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 2.50% | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | Adjusted LIBO | Minimum | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 2.25% | 2.50% | 3.00% | ||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | Adjusted LIBO | Maximum | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 2.50% | 2.75% | 3.25% | ||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | Alternate Base Rate | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 1.50% | ||||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | Alternate Base Rate | Minimum | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 1.25% | 1.50% | 2.00% | ||||
Select Medical Corporation | 2017 Select Credit Facilities | Revolving facility | Credit facility | Alternate Base Rate | Maximum | |||||||
Long-term debt and notes payable | |||||||
Interest rate margin (as a percent) | 1.50% | 1.75% | 2.25% | ||||
Select Medical Corporation | 2017 Select Credit Facilities | Letter of credit | Credit facility | |||||||
Long-term debt and notes payable | |||||||
Current borrowing capacity | $ 75,000,000 | ||||||
Outstanding letters of credit | $ 37,500,000 | ||||||
Select Medical Corporation | 6.375% Senior Notes Due June 2021 | Senior notes | |||||||
Long-term debt and notes payable | |||||||
Aggregate principal amount | $ 600,000,000 | ||||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | |||||
Total principal | $ 710,000,000 | $ 710,000,000 |
Long-Term Debt and Notes Paya_6
Long-Term Debt and Notes Payable - Senior Notes (Details) - Select Medical Corporation - Senior notes - USD ($) | Mar. 11, 2014 | Dec. 31, 2018 | May 28, 2013 |
2,018 | |||
Long-term debt and notes payable | |||
Redemption price | 101.594% | ||
2019 and thereafter | |||
Long-term debt and notes payable | |||
Redemption price | 100.00% | ||
6.375% Senior Notes Due June 2021 | |||
Long-term debt and notes payable | |||
Aggregate principal amount | $ 600,000,000 | ||
Interest rate of debt (as a percent) | 6.375% | 6.375% | |
Percentage of principal amount at which notes may be required to be repurchased in event of change of control by the entity | 101.00% | ||
Additional Notes | |||
Long-term debt and notes payable | |||
Aggregate principal amount | $ 110,000,000 | ||
Interest rate of debt (as a percent) | 6.375% | ||
Issue price (as a percent) | 101.50% |
Long-Term Debt and Notes Paya_7
Long-Term Debt and Notes Payable - Concentra Credit Facilities (Details) | Oct. 26, 2018 | Mar. 22, 2018 | Feb. 01, 2018USD ($) | Mar. 06, 2017USD ($) | Sep. 26, 2016USD ($) | Jun. 01, 2015USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Long-term debt and notes payable | |||||||||
Total principal | $ 3,338,381,000 | $ 2,744,080,000 | |||||||
Concentra, Inc | |||||||||
Long-term debt and notes payable | |||||||||
Total principal | 1,422,091,000 | 625,828,000 | |||||||
Concentra, Inc | Credit facility | First Lien Credit Agreement | |||||||||
Long-term debt and notes payable | |||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||
Concentra, Inc | Credit facility | Second Lien Term Loan Due June 1, 2023 | |||||||||
Long-term debt and notes payable | |||||||||
Maximum borrowing capacity | $ 240,000,000 | ||||||||
Concentra, Inc | Credit facility | Concentra Credit Facilities | |||||||||
Long-term debt and notes payable | |||||||||
Percentage of net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation to be used for prepayment of debt | 100.00% | ||||||||
Percentage of net proceeds received from the issuance of debt obligations other than certain permitted debt obligations to be used for prepayment of debt | 100.00% | ||||||||
Voting capital stock of domestic subsidiaries pledged (as a percent) | 65.00% | ||||||||
Non-voting capital stock of foreign subsidiaries pledged (as a percent) | 100.00% | ||||||||
Concentra, Inc | Leverage ratio greater than 4.25 to 1.00 | Credit facility | Concentra Credit Facilities | |||||||||
Long-term debt and notes payable | |||||||||
Leverage ratio of financial maintenance covenant | 4.25 | ||||||||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | ||||||||
Concentra, Inc | Less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 | Credit facility | Concentra Credit Facilities | |||||||||
Long-term debt and notes payable | |||||||||
Percentage of excess cash flow to be used for prepayment of debt | 25.00% | ||||||||
Concentra, Inc | Less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 | Credit facility | Concentra Credit Facilities | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Leverage ratio of financial maintenance covenant | 3.75 | ||||||||
Concentra, Inc | Less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 | Credit facility | Concentra Credit Facilities | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Leverage ratio of financial maintenance covenant | 4.25 | ||||||||
Concentra, Inc | Leverage ratio equal to 3.75 to 1.00 | Credit facility | Concentra Credit Facilities | |||||||||
Long-term debt and notes payable | |||||||||
Leverage ratio of financial maintenance covenant | 3.75 | ||||||||
Concentra, Inc | Term loan | Credit facility | |||||||||
Long-term debt and notes payable | |||||||||
Total principal | 1,414,175,000 | 619,175,000 | |||||||
Unamortized discounts and debt issuance costs | 21,400,000 | ||||||||
Principal prepayments from excess cash flow | $ 33,900,000 | 0 | $ 23,100,000 | ||||||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | ||||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | |||||||||
Long-term debt and notes payable | |||||||||
Aggregate principal amount | $ 555,000,000 | $ 200,000,000 | $ 450,000,000 | ||||||
Debt instrument term (in years) | 7 years | ||||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | Adjusted LIBO | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.75% | 3.00% | 2.75% | ||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | Adjusted LIBO | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.50% | ||||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | Adjusted LIBO | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.75% | ||||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | Adjusted LIBO Rate floor | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.00% | 1.00% | |||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | Alternate Base Rate | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.75% | 2.00% | 1.75% | ||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | Alternate Base Rate | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.50% | ||||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | Alternate Base Rate | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.75% | ||||||||
Concentra, Inc | Term loan | Credit facility | First Lien Credit Agreement | Alternate Base Rate floor | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.00% | 2.00% | |||||||
Concentra, Inc | Term loan | Credit facility | Second Lien Term Loan Due June 1, 2023 | |||||||||
Long-term debt and notes payable | |||||||||
Aggregate principal amount | $ 200,000,000 | ||||||||
Debt instrument term (in years) | 8 years | ||||||||
Concentra, Inc | Term loan | Credit facility | Second Lien Term Loan Due June 1, 2023 | Adjusted LIBO | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 6.50% | 8.00% | |||||||
Concentra, Inc | Term loan | Credit facility | Second Lien Term Loan Due June 1, 2023 | Adjusted LIBO Rate floor | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.00% | 1.00% | |||||||
Concentra, Inc | Term loan | Credit facility | Second Lien Term Loan Due June 1, 2023 | Alternate Base Rate | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 5.50% | 7.00% | |||||||
Concentra, Inc | Term loan | Credit facility | Second Lien Term Loan Due June 1, 2023 | Alternate Base Rate floor | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.00% | 2.00% | |||||||
Concentra, Inc | Revolving facility | Credit facility | |||||||||
Long-term debt and notes payable | |||||||||
Remaining borrowing capacity | $ 62,300,000 | ||||||||
Concentra, Inc | Revolving facility | Credit facility | First Lien Credit Agreement | |||||||||
Long-term debt and notes payable | |||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||
Debt instrument term (in years) | 5 years | ||||||||
Additional borrowing capacity | $ 25,000,000 | ||||||||
Concentra, Inc | Revolving facility | Credit facility | First Lien Credit Agreement | Adjusted LIBO | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.25% | 2.75% | |||||||
Concentra, Inc | Revolving facility | Credit facility | First Lien Credit Agreement | Adjusted LIBO | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.50% | 3.00% | |||||||
Concentra, Inc | Revolving facility | Credit facility | First Lien Credit Agreement | Alternate Base Rate | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.25% | 1.75% | |||||||
Concentra, Inc | Revolving facility | Credit facility | First Lien Credit Agreement | Alternate Base Rate | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.50% | 2.00% | |||||||
Concentra, Inc | Revolving facility | Leverage ratio equal to 5.75 to 1.00 | Credit facility | First Lien Credit Agreement | |||||||||
Long-term debt and notes payable | |||||||||
Leverage ratio of financial maintenance covenant | 5.75 | ||||||||
Percentage of revolving exposure to revolving commitments that needs to be exceeded for the leverage ratio to apply | 30.00% | ||||||||
Concentra, Inc | Letter of credit | Credit facility | |||||||||
Long-term debt and notes payable | |||||||||
Outstanding letters of credit | 12,700,000 | ||||||||
Concentra, Inc | On or prior to February 1, 2019 | Term loan | Credit facility | Second Lien Term Loan Due June 1, 2023 | |||||||||
Long-term debt and notes payable | |||||||||
Prepayment premium (as a percent) | 2.00% | ||||||||
Concentra, Inc | On or prior to February 1, 2020 | Term loan | Credit facility | Second Lien Term Loan Due June 1, 2023 | |||||||||
Long-term debt and notes payable | |||||||||
Prepayment premium (as a percent) | 1.00% | ||||||||
Select Medical Corporation | |||||||||
Long-term debt and notes payable | |||||||||
Total principal | 1,916,290,000 | 2,118,252,000 | |||||||
Select Medical Corporation | Credit facility | 2017 Select Credit Facilities | |||||||||
Long-term debt and notes payable | |||||||||
Percentage of net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation to be used for prepayment of debt | 100.00% | ||||||||
Percentage of net proceeds received from the issuance of debt obligations other than certain permitted debt obligations to be used for prepayment of debt | 100.00% | ||||||||
Principal prepayments from excess cash flow | $ 98,800,000 | 0 | $ 0 | ||||||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | ||||||||
Select Medical Corporation | Term loan | Credit facility | |||||||||
Long-term debt and notes payable | |||||||||
Total principal | $ 1,129,875,000 | 1,141,375,000 | |||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | |||||||||
Long-term debt and notes payable | |||||||||
Aggregate principal amount | $ 1,150,000,000 | ||||||||
Debt instrument term (in years) | 7 years | ||||||||
Total principal | 1,129,900,000 | ||||||||
Unamortized discounts and debt issuance costs | $ 19,000,000 | ||||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 3.50% | 2.50% | |||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.25% | 2.50% | |||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.50% | 2.75% | |||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO Rate floor | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.00% | ||||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.50% | 1.50% | |||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.25% | 1.50% | |||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.50% | 1.75% | |||||||
Select Medical Corporation | Term loan | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate floor | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.00% | ||||||||
Select Medical Corporation | Revolving facility | Credit facility | |||||||||
Long-term debt and notes payable | |||||||||
Total principal | $ 20,000,000 | $ 230,000,000 | |||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | |||||||||
Long-term debt and notes payable | |||||||||
Debt instrument term (in years) | 5 years | ||||||||
Leverage ratio of financial maintenance covenant | 4.64 | ||||||||
Total principal | $ 20,000,000 | ||||||||
Remaining borrowing capacity | $ 392,500,000 | ||||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.50% | ||||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.25% | 2.50% | 3.00% | ||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 2.50% | 2.75% | 3.25% | ||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.50% | ||||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | Minimum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.25% | 1.50% | 2.00% | ||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | Maximum | |||||||||
Long-term debt and notes payable | |||||||||
Interest rate margin (as a percent) | 1.50% | 1.75% | 2.25% | ||||||
Select Medical Corporation | Letter of credit | Credit facility | 2017 Select Credit Facilities | |||||||||
Long-term debt and notes payable | |||||||||
Outstanding letters of credit | $ 37,500,000 |
Long-Term Debt and Notes Paya_8
Long-Term Debt and Notes Payable - Fair Value and Loss on Early Retirement of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 28, 2013 | |
Long-term debt and notes payable | ||||
Loss on early retirement of debt | $ 14,155 | $ 19,719 | $ 11,626 | |
Loss on extinguishment of debt | $ 2,999 | 6,527 | 11,626 | |
Select Medical Corporation | Senior notes | 6.375% Senior Notes Due June 2021 | ||||
Long-term debt and notes payable | ||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | ||
Select Medical Corporation | Term loan | Credit facility | 2011 Select Credit Facilities | ||||
Long-term debt and notes payable | ||||
Loss on early retirement of debt | 19,700 | 800 | ||
Loss on extinguishment of debt | 6,500 | |||
Loss on debt modification | $ 13,200 | |||
Concentra, Inc | Term loan | Credit facility | Second Lien Term Loan Due June 1, 2023 | ||||
Long-term debt and notes payable | ||||
Loss on early retirement of debt | $ 10,900 | |||
Select Medical Corporation and Concentra, Inc | Term loan | Credit facility | Select and Concentra Credit Facilities | ||||
Long-term debt and notes payable | ||||
Loss on early retirement of debt | $ 14,200 | |||
Loss on extinguishment of debt | 3,000 | |||
Loss on debt modification | $ 11,200 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share Activity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Restricted stock granted (in shares) | 1,491,000 | 1,598,000 | 1,426,000 |
Common stock issued through stock option exercise (in shares) | 185,275 | 227,000 | 202,000 |
Unvested restricted stock forfeitures (in shares) | 168,000 | 27,000 | 82,000 |
Stock repurchases for satisfaction of tax obligations (in shares) | 357,000 | 280,000 | 232,000 |
Number of shares repurchased under the program (in shares) | 0 | 0 | 0 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Dec. 31, 2018USD ($) |
Equity [Abstract] | |
Maximum amount authorized to be repurchased under the common stock repurchase program | $ 500,000,000 |
Repurchase program available capacity | $ 185,200,000 |
Segment Information - Selected
Segment Information - Selected Financial Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment information | |||||||||||
Net operating revenues | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 1,094,249 | $ 1,077,014 | $ 1,102,465 | $ 1,091,517 | $ 5,081,258 | $ 4,365,245 | $ 4,217,460 |
Adjusted EBITDA | 645,155 | 537,992 | 465,807 | ||||||||
Total assets | 5,964,265 | 5,127,166 | 5,964,265 | 5,127,166 | 4,920,626 | ||||||
Capital expenditures | 167,281 | 233,243 | 161,633 | ||||||||
Other | |||||||||||
Segment information | |||||||||||
Net operating revenues | 0 | 700 | 541 | ||||||||
Adjusted EBITDA | (100,769) | (94,822) | (88,543) | ||||||||
Total assets | 116,781 | 114,286 | 116,781 | 114,286 | 107,318 | ||||||
Capital expenditures | 11,279 | 30,413 | 15,262 | ||||||||
Critical Illness Recovery Hospital | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,753,584 | 1,725,022 | 1,756,961 | ||||||||
Real estate assets held for sale | 9,800 | 9,800 | 9,800 | 9,800 | 24,400 | ||||||
Critical Illness Recovery Hospital | Operating Segments | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,753,584 | 1,725,022 | 1,756,961 | ||||||||
Adjusted EBITDA | 243,015 | 252,679 | 224,609 | ||||||||
Total assets | 1,771,605 | 1,848,783 | 1,771,605 | 1,848,783 | 1,910,013 | ||||||
Capital expenditures | 40,855 | 49,720 | 48,626 | ||||||||
Rehabilitation Hospital | |||||||||||
Segment information | |||||||||||
Net operating revenues | 707,514 | 622,469 | 498,100 | ||||||||
Rehabilitation Hospital | Operating Segments | |||||||||||
Segment information | |||||||||||
Net operating revenues | 707,514 | 622,469 | 498,100 | ||||||||
Adjusted EBITDA | 108,927 | 90,041 | 56,902 | ||||||||
Total assets | 894,192 | 868,517 | 894,192 | 868,517 | 621,105 | ||||||
Capital expenditures | 42,389 | 96,477 | 60,513 | ||||||||
Outpatient Rehabilitation | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,062,487 | 1,003,830 | 979,363 | ||||||||
Outpatient Rehabilitation | Operating Segments | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,062,487 | 1,003,830 | 979,363 | ||||||||
Adjusted EBITDA | 142,005 | 132,533 | 129,830 | ||||||||
Total assets | 1,002,819 | 954,661 | 1,002,819 | 954,661 | 969,014 | ||||||
Capital expenditures | 30,553 | 27,721 | 21,286 | ||||||||
Concentra | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,557,673 | 1,013,224 | 982,495 | ||||||||
Concentra | Operating Segments | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,557,673 | 1,013,224 | 982,495 | ||||||||
Adjusted EBITDA | 251,977 | 157,561 | 143,009 | ||||||||
Total assets | $ 2,178,868 | $ 1,340,919 | 2,178,868 | 1,340,919 | 1,313,176 | ||||||
Capital expenditures | $ 42,205 | $ 28,912 | 15,946 | ||||||||
Accounting Standards Update 2015-17 | Restatement Adjustment | |||||||||||
Segment information | |||||||||||
Total assets | $ (23,800) |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment information | |||||||||||
Adjusted EBITDA | $ 645,155 | $ 537,992 | $ 465,807 | ||||||||
Depreciation and amortization | (201,655) | (160,011) | (145,311) | ||||||||
Stock compensation expense | (23,326) | (19,284) | (17,413) | ||||||||
Income from operations | $ 88,283 | $ 99,837 | $ 120,561 | $ 108,598 | $ 76,352 | $ 72,098 | $ 115,663 | $ 91,765 | 417,279 | 355,878 | 299,847 |
Loss on early retirement of debt | (14,155) | (19,719) | (11,626) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,905 | 21,054 | 19,943 | ||||||||
Non-operating gain (loss) | 9,016 | (49) | 42,651 | ||||||||
Interest expense | (198,493) | (154,703) | (170,081) | ||||||||
Income before income taxes | 235,552 | 202,461 | 180,734 | ||||||||
Operating Segments | Critical Illness Recovery Hospital | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 243,015 | 252,679 | 224,609 | ||||||||
Depreciation and amortization | (45,797) | (45,743) | (43,862) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Acquisition costs | 0 | 0 | 0 | ||||||||
Income from operations | 197,218 | 206,936 | 180,747 | ||||||||
Operating Segments | Rehabilitation Hospital | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 108,927 | 90,041 | 56,902 | ||||||||
Depreciation and amortization | (24,101) | (20,176) | (12,723) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Acquisition costs | 0 | 0 | 0 | ||||||||
Income from operations | 84,826 | 69,865 | 44,179 | ||||||||
Operating Segments | Outpatient Rehabilitation | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 142,005 | 132,533 | 129,830 | ||||||||
Depreciation and amortization | (27,195) | (24,607) | (22,661) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Acquisition costs | 0 | 0 | 0 | ||||||||
Income from operations | 114,810 | 107,926 | 107,169 | ||||||||
Operating Segments | Concentra | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 251,977 | 157,561 | 143,009 | ||||||||
Depreciation and amortization | (95,521) | (61,945) | (60,717) | ||||||||
Stock compensation expense | (2,883) | (993) | (770) | ||||||||
Acquisition costs | (2,895) | (2,819) | 0 | ||||||||
Income from operations | 150,678 | 91,804 | 81,522 | ||||||||
Other | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | (100,769) | (94,822) | (88,543) | ||||||||
Depreciation and amortization | (9,041) | (7,540) | (5,348) | ||||||||
Stock compensation expense | (20,443) | (18,291) | (16,643) | ||||||||
Acquisition costs | 0 | 0 | (3,236) | ||||||||
Income from operations | $ (130,253) | $ (120,653) | $ (113,770) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 1,094,249 | $ 1,077,014 | $ 1,102,465 | $ 1,091,517 | $ 5,081,258 | $ 4,365,245 | $ 4,217,460 |
Critical Illness Recovery Hospital | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,753,584 | 1,725,022 | 1,756,961 | ||||||||
Critical Illness Recovery Hospital | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 893,429 | 903,503 | 936,083 | ||||||||
Critical Illness Recovery Hospital | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 847,447 | 810,723 | 797,431 | ||||||||
Critical Illness Recovery Hospital | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,740,876 | 1,714,226 | 1,733,514 | ||||||||
Critical Illness Recovery Hospital | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 12,708 | 10,796 | 23,447 | ||||||||
Rehabilitation Hospital | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 707,514 | 622,469 | 498,100 | ||||||||
Rehabilitation Hospital | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 293,913 | 259,221 | 191,037 | ||||||||
Rehabilitation Hospital | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 254,215 | 207,196 | 161,821 | ||||||||
Rehabilitation Hospital | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 548,128 | 466,417 | 352,858 | ||||||||
Rehabilitation Hospital | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 159,386 | 156,052 | 145,242 | ||||||||
Outpatient Rehabilitation | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,062,487 | 1,003,830 | 979,363 | ||||||||
Outpatient Rehabilitation | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 161,054 | 148,403 | 136,283 | ||||||||
Outpatient Rehabilitation | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 762,247 | 739,531 | 739,102 | ||||||||
Outpatient Rehabilitation | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 923,301 | 887,934 | 875,385 | ||||||||
Outpatient Rehabilitation | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 139,186 | 115,896 | 103,978 | ||||||||
Concentra | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,557,673 | 1,013,224 | 982,495 | ||||||||
Concentra | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 2,168 | 2,128 | 2,235 | ||||||||
Concentra | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,545,852 | 1,002,787 | 969,682 | ||||||||
Concentra | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,548,020 | 1,004,915 | 971,917 | ||||||||
Concentra | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | $ 9,653 | $ 8,309 | $ 10,578 |
Stock-based Compensation - (Nar
Stock-based Compensation - (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 12, 2009 | |
Stock based Compensation | ||||
Number of options outstanding (in shares) | 105,000 | 291,775 | ||
Number of options exercisable (in shares) | 105,000 | 291,775 | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 9.18 | $ 9.26 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 9.18 | $ 9.26 | ||
Weighted average remaining contractual term for all options outstanding | 10 months 24 days | |||
Weighted average remaining contractual term for all exercisable options | 10 months 24 days | |||
Exercise of stock options (in shares) | 185,275 | 227,000 | 202,000 | |
Exercise of stock options, weighted average exercise price (in dollars per share) | $ 9.30 | |||
Stock options canceled (in shares) | 1,500 | |||
Stock options canceled, weighted average exercise price (in dollars per share) | $ 10 | |||
Total intrinsic value of options exercised (in dollars) | $ 1.8 | $ 1.6 | $ 0.8 | |
Aggregate intrinsic value of options outstanding (in dollars) | 0.6 | |||
Aggregate intrinsic value of options exercisable (in dollars) | $ 0.6 | |||
Restricted stock awards | ||||
Stock based Compensation | ||||
Weighted average grant date fair value of granted shares (in dollars per share) | $ 19.72 | $ 15.84 | $ 11.57 | |
Weighted average grant date fair value of vested shares | $ 19.1 | $ 17.1 | $ 8.4 | |
2016 Equity Incentive Plan | Restricted stock and stock option | ||||
Stock based Compensation | ||||
Number of shares authorized (in shares) | 7,698,700 | |||
Number of shares authorized, remaining (in shares) | 3,184,185 | |||
Director Plan | Employee stock option | ||||
Stock based Compensation | ||||
Number of shares authorized (in shares) | 75,000 | |||
Director Plan | Restricted stock awards | ||||
Stock based Compensation | ||||
Number of shares authorized (in shares) | 150,000 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Awards (Details) - Restricted stock awards - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Unvested balance, at beginning of the year (in shares) | 4,468 | ||
Granted (in shares) | 1,491 | ||
Vested (in shares) | (1,341) | ||
Forfeited (in shares) | (168) | ||
Unvested balance, at end of the year (in shares) | 4,450 | 4,468 | |
Weighted Average Grant Date Fair Value | |||
Unvested balance, at beginning of the year (in dollars per share) | $ 13.85 | ||
Granted (in dollars per share) | 19.72 | $ 15.84 | $ 11.57 |
Vested (in dollars per share) | 14.22 | ||
Forfeited (in dollars per share) | 14.47 | ||
Unvested balance, at end of the year (in dollars per share) | $ 15.68 | $ 13.85 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock based Compensation | |||
Total | $ 23,326 | $ 19,284 | $ 17,413 |
Stock compensation expense for each of the next five years, based on restricted stock awards granted | |||
2,019 | 22,998 | ||
2,020 | 16,566 | ||
2,021 | 8,976 | ||
2,022 | 3,302 | ||
2,023 | 213 | ||
Included in general and administrative | |||
Stock based Compensation | |||
Total | 17,604 | 15,706 | 14,607 |
Included in cost of services | |||
Stock based Compensation | |||
Total | $ 5,722 | $ 3,578 | $ 2,806 |
Income Taxes - Tax Expense Comp
Income Taxes - Tax Expense Components and Reconciliation to Federal Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current income tax expense: | |||
Federal | $ 36,072 | $ 45,809 | $ 54,726 |
State and local | 15,321 | 8,331 | 13,329 |
Total current income tax expense | 51,393 | 54,140 | 68,055 |
Deferred income tax expense (benefit) | 7,217 | (72,324) | (12,591) |
Total income tax expense (benefit) | $ 58,610 | $ (18,184) | $ 55,464 |
Differences between the effective income tax rate and income taxes computed at the statutory federal income tax rate | |||
Federal income tax at statutory rate | 21.00% | 35.00% | 35.00% |
State and local income taxes, less federal income tax benefit | 5.00% | 3.70% | 3.60% |
Permanent differences | 2.10% | 1.70% | 1.40% |
Tax benefit from the sale of businesses | 0.00% | 0.00% | (6.70%) |
Valuation allowance | 0.50% | (7.30%) | 0.20% |
Uncertain tax positions | (0.80%) | (0.60%) | (1.30%) |
Non-controlling interest | (2.10%) | 0.50% | (0.50%) |
Stock-based compensation | (2.20%) | (1.30%) | (0.70%) |
Deferred income taxes - state income tax rate adjustment | 0.40% | (2.80%) | 0.00% |
Deferred income taxes - tax legislation rate adjustment | 0.00% | (37.50%) | 0.00% |
Other | 1.00% | (0.40%) | (0.30%) |
Total effective income tax rate | 24.90% | (9.00%) | 30.70% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax Cuts And Jobs Act of 2017, estimated income tax benefit | $ 71,500 | |
Valuation allowance increase (release) | $ 4,900 | (13,400) |
Valuation allowance release, federal net operating losses | 14,100 | |
Valuation allowance release, expired state net operating losses | 200 | |
Valuation allowance increase, newly generated state net operating losses | 900 | |
Valuation allowance release, federal net operating losses | 3,900 | |
Valuation allowance, change in state net operating losses | 1,000 | |
Deferred tax liabilities, net of deferred tax assets | $ (135,274) | $ (105,526) |
Period of review for entities with cumulative losses | 3 years | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Net operating losses | $ 698,100 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Allowance for doubtful accounts | $ 10,313 | $ 8,792 |
Compensation and benefit-related accruals | 51,900 | 50,936 |
Professional malpractice liability insurance | 13,644 | 11,036 |
Deferred revenue | 209 | 319 |
Federal and state net operating loss and state tax credit carryforwards | 40,163 | 36,112 |
Interest limitation carryforward | 4,675 | 0 |
Stock awards | 5,695 | 6,591 |
Equity investments | 2,055 | 1,452 |
Other | 3,271 | 3,543 |
Deferred tax assets | 131,925 | 118,781 |
Valuation allowance | (17,893) | (12,986) |
Deferred tax assets, net of valuation allowance | 114,032 | 105,795 |
Deferred tax liabilities | ||
Deferred income | (13,891) | (19,608) |
Investment in unconsolidated affiliates | (5,653) | (4,457) |
Depreciation and amortization | (217,950) | (179,055) |
Deferred financing costs | (8,324) | (4,528) |
Other | (3,488) | (3,673) |
Deferred tax liabilities | (249,306) | (211,321) |
Deferred tax liabilities, net of deferred tax assets | $ (135,274) | $ (105,526) |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Assets and Liabilities Included in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Other assets | $ 18,621 | $ 19,391 |
Non-current deferred tax liability | 153,895 | 124,917 |
Deferred tax liabilities, net of deferred tax assets | $ (135,274) | $ (105,526) |
Income Taxes - Expiration of St
Income Taxes - Expiration of State NOL's and Gross Valuation Allowances (Details) - State and Local Jurisdiction $ in Thousands | Dec. 31, 2018USD ($) |
Net operating loss carry forwards | |
Net operating losses | $ 698,100 |
State Net Operating Losses | |
2,019 | 11,508 |
2,020 | 16,798 |
2,021 | 12,103 |
2,022 | 36,556 |
Thereafter through 2037 | 621,161 |
Gross Valuation Allowance | |
2,019 | 5,830 |
2,020 | 14,619 |
2,021 | 11,395 |
2,022 | 35,564 |
Thereafter through 2037 | $ 447,368 |
Retirement Savings Plan (Detail
Retirement Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement savings plan | |||
Employer matching contribution, percent of match | 25.00% | ||
Vesting period | 3 years | ||
Expense incurred | $ 19.5 | $ 15.2 | $ 14.7 |
Maximum | |||
Retirement savings plan | |||
Percent of employee's gross pay that is matched by the employer | 6.00% | ||
Employees who are not classified as HCE's | |||
Retirement savings plan | |||
Maximum annual contribution per employee (as a percent) | 30.00% | ||
HCE | |||
Retirement savings plan | |||
Maximum annual contribution per employee (as a percent) | 8.00% |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Dividends declared and contractual dividends paid, basic | $ 0 | $ 0 | $ 0 |
Dividends declared and contractual dividends paid, diluted | $ 0 | $ 0 | $ 0 |
Earnings per Share - Net Income
Earnings per Share - Net Income Attributable to the Company, Common Shares Outstanding, and Participating Securities Outstanding (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 29,722 | $ 42,679 | $ 60,559 | $ 43,982 | $ 121,058 | $ 24,824 | $ 51,300 | $ 23,463 | $ 176,942 | $ 220,645 | $ 125,270 |
Less: Net income attributable to non-controlling interests | 39,102 | 43,461 | 9,859 | ||||||||
Net income attributable to the Company | $ 24,673 | $ 32,917 | $ 46,511 | $ 33,739 | $ 100,797 | $ 18,462 | $ 42,055 | $ 15,870 | 137,840 | 177,184 | 115,411 |
Basic EPS | |||||||||||
Less: net income attributable to participating securities | 4,551 | 5,758 | 3,521 | ||||||||
Net income attributable to common shares | 133,289 | 171,426 | 111,890 | ||||||||
Diluted EPS | |||||||||||
Less: net income attributable to participating securities | 4,548 | 5,751 | 3,517 | ||||||||
Net income attributable to common shares | $ 133,292 | $ 171,433 | $ 111,894 |
Earnings per Share - Computatio
Earnings per Share - Computation of EPS Under the Two-Class Method (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net Income Allocation, Basic | |||||||||||
Net income allocated to common shares | $ 133,289 | $ 171,426 | $ 111,890 | ||||||||
Net income allocated to participating securities | 4,551 | 5,758 | 3,521 | ||||||||
Net Income Allocation, Diluted | |||||||||||
Net income allocated to common shares | 133,292 | 171,433 | 111,894 | ||||||||
Net income allocated to participating securities | 4,548 | 5,751 | 3,517 | ||||||||
Net income attributable to the Company | $ 24,673 | $ 32,917 | $ 46,511 | $ 33,739 | $ 100,797 | $ 18,462 | $ 42,055 | $ 15,870 | $ 137,840 | $ 177,184 | $ 115,411 |
Weighted average common shares outstanding, basic (in shares) | 130,172 | 128,955 | 127,813 | ||||||||
Weighted average common shares outstanding, diluted (in shares) | 130,256 | 129,126 | 127,968 | ||||||||
Weighted average participating securities outstanding (in shares) | 4,444 | 4,332 | 4,022 | ||||||||
Basic EPS | |||||||||||
Basic EPS (in dollars per share) | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 1.02 | $ 1.33 | $ 0.88 |
Diluted EPS | |||||||||||
Diluted EPS (in dollars per share) | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 1.02 | $ 1.33 | $ 0.87 |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Construction Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Minimum future non-cancelable lease obligations on long-term operating leases | |||
2,019 | $ 261,915 | ||
2,020 | 224,306 | ||
2,021 | 185,587 | ||
2,022 | 142,655 | ||
2,023 | 104,866 | ||
Thereafter | 470,694 | ||
Total | 1,390,023 | ||
Total rent expense for facility and equipment operating leases | 307,800 | $ 267,400 | $ 265,100 |
Facility rent expense to unrelated parties | 262,600 | 224,200 | 220,800 |
Related party | |||
Minimum future non-cancelable lease obligations on long-term operating leases | |||
2,019 | 5,931 | ||
2,020 | 7,405 | ||
2,021 | 7,568 | ||
2,022 | 7,500 | ||
2,023 | 2,893 | ||
Thereafter | 13,344 | ||
Total | 44,641 | ||
Payments for office rent, leasehold improvements and miscellaneous expenses | 6,300 | $ 6,200 | $ 5,000 |
Construction Commitments | |||
Construction Commitments | |||
Construction contract commitments | $ 21,600 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)case_manager | |
Amended complaint | SSH-Evansville | |
Commitments and Contingencies | |
Number of case managers identified as plaintiff | case_manager | 2 |
Maximum | Professional liability claims | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | $ 40 |
Joint Venture Operations | Minimum | Professional liability claims | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | 5 |
Joint Venture Operations | Maximum | Professional liability claims | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | $ 20 |
Financial Information for Sub_3
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes - Narrative (Details) | Dec. 31, 2018 |
Senior notes | Subsidiary Guarantors | |
Financial information for subsidiary guarantors and non-guarantor subsidiaries under select's 6.375% senior notes | |
Interest rate of debt (as a percent) | 6.375% |
Financial Information for Sub_4
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||||
Cash and cash equivalents | $ 175,178 | $ 122,549 | $ 99,029 | $ 14,435 |
Accounts receivable | 706,676 | 691,732 | ||
Prepaid income taxes | 20,539 | 31,387 | ||
Other current assets | 90,131 | 75,158 | ||
Total Current Assets | 992,524 | 920,826 | ||
Property and equipment, net | 979,810 | 912,591 | ||
Goodwill | 3,320,726 | 2,782,812 | 2,751,000 | |
Identifiable intangible assets, net | 437,693 | 326,519 | ||
Other assets | 233,512 | 184,418 | ||
Total Assets | 5,964,265 | 5,127,166 | 4,920,626 | |
Current Liabilities: | ||||
Overdrafts | 25,083 | 29,463 | ||
Current portion of long-term debt and notes payable | 43,865 | 22,187 | ||
Accounts payable | 146,693 | 128,194 | ||
Accrued payroll | 172,386 | 160,562 | ||
Accrued vacation | 110,660 | 92,875 | ||
Accrued interest | 12,137 | 19,885 | ||
Accrued other | 190,691 | 143,166 | ||
Income taxes payable | 3,671 | 9,071 | ||
Total Current Liabilities | 705,186 | 605,403 | ||
Long-term debt, net of current portion | 3,249,516 | 2,677,715 | ||
Non-current deferred tax liability | 153,895 | 124,917 | ||
Other non-current liabilities | 158,940 | 145,709 | ||
Total Liabilities | 4,267,537 | 3,553,744 | ||
Redeemable non-controlling interests | 780,488 | 640,818 | 422,159 | 238,221 |
Stockholders’ Equity: | ||||
Common stock | 135 | 134 | ||
Capital in excess of par | 482,556 | 463,499 | ||
Retained earnings (accumulated deficit) | 320,351 | 359,735 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 803,042 | 823,368 | ||
Non-controlling interests | 113,198 | 109,236 | ||
Total Equity | 916,240 | 932,604 | 905,901 | 908,517 |
Total Liabilities and Equity | 5,964,265 | 5,127,166 | ||
Consolidating and Eliminating Adjustments | ||||
Current Assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable | 0 | 0 | ||
Intercompany receivables | (1,870,414) | (1,658,919) | ||
Prepaid income taxes | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total Current Assets | (1,870,414) | (1,658,919) | ||
Property and equipment, net | 0 | 0 | ||
Investment in affiliates | (4,624,203) | (4,648,489) | ||
Goodwill | 0 | 0 | ||
Identifiable intangible assets, net | 0 | 0 | ||
Other assets | (8,685) | (9,989) | ||
Total Assets | (6,503,302) | (6,317,397) | ||
Current Liabilities: | ||||
Overdrafts | 0 | 0 | ||
Current portion of long-term debt and notes payable | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Intercompany payables | (1,870,414) | (1,658,919) | ||
Accrued payroll | 0 | 0 | ||
Accrued vacation | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued other | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Total Current Liabilities | (1,870,414) | (1,658,919) | ||
Long-term debt, net of current portion | 0 | 0 | ||
Non-current deferred tax liability | (8,685) | (9,989) | ||
Other non-current liabilities | 0 | 0 | ||
Total Liabilities | (1,879,099) | (1,668,908) | ||
Redeemable non-controlling interests | 761,963 | 624,548 | ||
Stockholders’ Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 0 | 0 | ||
Retained earnings (accumulated deficit) | (1,529,820) | (1,445,541) | ||
Subsidiary investment | (3,964,000) | (3,932,822) | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | (5,493,820) | (5,378,363) | ||
Non-controlling interests | 107,654 | 105,326 | ||
Total Equity | (5,386,166) | (5,273,037) | ||
Total Liabilities and Equity | (6,503,302) | (6,317,397) | ||
Select (Parent Company Only) | Reportable Legal Entities | ||||
Current Assets: | ||||
Cash and cash equivalents | 77 | 73 | 11,071 | 4,070 |
Accounts receivable | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid income taxes | 10,205 | 22,704 | ||
Other current assets | 17,866 | 13,021 | ||
Total Current Assets | 28,148 | 35,798 | ||
Property and equipment, net | 30,103 | 39,836 | ||
Investment in affiliates | 4,497,167 | 4,524,385 | ||
Goodwill | 0 | 0 | ||
Identifiable intangible assets, net | 3 | 0 | ||
Other assets | 37,281 | 36,494 | ||
Total Assets | 4,592,702 | 4,636,513 | ||
Current Liabilities: | ||||
Overdrafts | 25,083 | 29,463 | ||
Current portion of long-term debt and notes payable | 4,363 | 16,635 | ||
Accounts payable | 14,033 | 12,504 | ||
Intercompany payables | 1,787,184 | 1,598,212 | ||
Accrued payroll | 15,533 | 16,736 | ||
Accrued vacation | 4,613 | 4,083 | ||
Accrued interest | 5,996 | 17,479 | ||
Accrued other | 60,056 | 39,219 | ||
Income taxes payable | 0 | 0 | ||
Total Current Liabilities | 1,916,861 | 1,734,331 | ||
Long-term debt, net of current portion | 1,837,241 | 2,042,555 | ||
Non-current deferred tax liability | 0 | 0 | ||
Other non-current liabilities | 35,558 | 36,259 | ||
Total Liabilities | 3,789,660 | 3,813,145 | ||
Redeemable non-controlling interests | 0 | 0 | ||
Stockholders’ Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 970,156 | 947,370 | ||
Retained earnings (accumulated deficit) | (167,114) | (124,002) | ||
Subsidiary investment | 0 | 0 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 803,042 | 823,368 | ||
Non-controlling interests | 0 | 0 | ||
Total Equity | 803,042 | 823,368 | ||
Total Liabilities and Equity | 4,592,702 | 4,636,513 | ||
Subsidiary Guarantors | Reportable Legal Entities | ||||
Current Assets: | ||||
Cash and cash equivalents | 7,574 | 4,856 | 6,467 | 3,706 |
Accounts receivable | 397,674 | 449,493 | ||
Intercompany receivables | 1,787,184 | 1,598,212 | ||
Prepaid income taxes | 5,711 | 5,703 | ||
Other current assets | 31,181 | 30,209 | ||
Total Current Assets | 2,229,324 | 2,088,473 | ||
Property and equipment, net | 625,947 | 623,085 | ||
Investment in affiliates | 127,036 | 124,104 | ||
Goodwill | 2,104,288 | 2,108,270 | ||
Identifiable intangible assets, net | 102,120 | 104,067 | ||
Other assets | 145,467 | 98,575 | ||
Total Assets | 5,334,182 | 5,146,574 | ||
Current Liabilities: | ||||
Overdrafts | 0 | 0 | ||
Current portion of long-term debt and notes payable | 248 | 740 | ||
Accounts payable | 84,343 | 85,489 | ||
Intercompany payables | 83,230 | 60,707 | ||
Accrued payroll | 99,803 | 98,887 | ||
Accrued vacation | 60,989 | 58,355 | ||
Accrued interest | 22 | 7 | ||
Accrued other | 61,226 | 57,378 | ||
Income taxes payable | 2,366 | 1,302 | ||
Total Current Liabilities | 392,227 | 362,865 | ||
Long-term debt, net of current portion | 448 | 127 | ||
Non-current deferred tax liability | 101,214 | 88,376 | ||
Other non-current liabilities | 59,901 | 56,721 | ||
Total Liabilities | 553,790 | 508,089 | ||
Redeemable non-controlling interests | 0 | 0 | ||
Stockholders’ Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 0 | 0 | ||
Retained earnings (accumulated deficit) | 1,547,018 | 1,416,857 | ||
Subsidiary investment | 3,233,374 | 3,221,628 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 4,780,392 | 4,638,485 | ||
Non-controlling interests | 0 | 0 | ||
Total Equity | 4,780,392 | 4,638,485 | ||
Total Liabilities and Equity | 5,334,182 | 5,146,574 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current Assets: | ||||
Cash and cash equivalents | 4,411 | 4,561 | 5,056 | 625 |
Accounts receivable | 118,683 | 122,728 | ||
Intercompany receivables | 83,230 | 60,707 | ||
Prepaid income taxes | 0 | 31 | ||
Other current assets | 14,048 | 13,031 | ||
Total Current Assets | 220,372 | 201,058 | ||
Property and equipment, net | 103,006 | 79,013 | ||
Investment in affiliates | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Identifiable intangible assets, net | 5,020 | 5,046 | ||
Other assets | 33,417 | 35,440 | ||
Total Assets | 361,815 | 320,557 | ||
Current Liabilities: | ||||
Overdrafts | 0 | 0 | ||
Current portion of long-term debt and notes payable | 2,001 | 2,212 | ||
Accounts payable | 20,956 | 17,475 | ||
Intercompany payables | 0 | 0 | ||
Accrued payroll | 5,936 | 4,819 | ||
Accrued vacation | 13,942 | 12,295 | ||
Accrued interest | 3 | 6 | ||
Accrued other | 17,098 | 12,599 | ||
Income taxes payable | 190 | 30 | ||
Total Current Liabilities | 60,126 | 49,436 | ||
Long-term debt, net of current portion | 48,402 | 24,730 | ||
Non-current deferred tax liability | 994 | 780 | ||
Other non-current liabilities | 9,194 | 8,138 | ||
Total Liabilities | 118,716 | 83,084 | ||
Redeemable non-controlling interests | 0 | 0 | ||
Stockholders’ Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 0 | 0 | ||
Retained earnings (accumulated deficit) | (29,553) | (35,942) | ||
Subsidiary investment | 272,652 | 273,415 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 243,099 | 237,473 | ||
Non-controlling interests | 0 | 0 | ||
Total Equity | 243,099 | 237,473 | ||
Total Liabilities and Equity | 361,815 | 320,557 | ||
Select Medical Corporation | ||||
Current Assets: | ||||
Cash and cash equivalents | 175,178 | 122,549 | 99,029 | 14,435 |
Accounts receivable | 706,676 | 691,732 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid income taxes | 20,539 | 31,387 | ||
Other current assets | 90,131 | 75,158 | ||
Total Current Assets | 992,524 | 920,826 | ||
Property and equipment, net | 979,810 | 912,591 | ||
Investment in affiliates | 0 | 0 | ||
Goodwill | 3,320,726 | 2,782,812 | ||
Identifiable intangible assets, net | 437,693 | 326,519 | ||
Other assets | 233,512 | 184,418 | ||
Total Assets | 5,964,265 | 5,127,166 | ||
Current Liabilities: | ||||
Overdrafts | 25,083 | 29,463 | ||
Current portion of long-term debt and notes payable | 43,865 | 22,187 | ||
Accounts payable | 146,693 | 128,194 | ||
Intercompany payables | 0 | 0 | ||
Accrued payroll | 172,386 | 160,562 | ||
Accrued vacation | 110,660 | 92,875 | ||
Accrued interest | 12,137 | 19,885 | ||
Accrued other | 190,691 | 143,166 | ||
Income taxes payable | 3,671 | 9,071 | ||
Total Current Liabilities | 705,186 | 605,403 | ||
Long-term debt, net of current portion | 3,249,516 | 2,677,715 | ||
Non-current deferred tax liability | 153,895 | 124,917 | ||
Other non-current liabilities | 158,940 | 145,709 | ||
Total Liabilities | 4,267,537 | 3,553,744 | ||
Redeemable non-controlling interests | 780,488 | 640,818 | 422,159 | 238,221 |
Stockholders’ Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 970,156 | 947,370 | ||
Retained earnings (accumulated deficit) | (167,114) | (124,002) | ||
Subsidiary investment | 0 | 0 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 803,042 | 823,368 | ||
Non-controlling interests | 113,198 | 109,236 | ||
Total Equity | 916,240 | 932,604 | 905,901 | 908,517 |
Total Liabilities and Equity | 5,964,265 | 5,127,166 | ||
Concentra Group Holdings Parent, LLC | Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current Assets: | ||||
Cash and cash equivalents | 163,116 | 113,059 | $ 76,435 | $ 6,034 |
Accounts receivable | 190,319 | 119,511 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid income taxes | 4,623 | 2,949 | ||
Other current assets | 27,036 | 18,897 | ||
Total Current Assets | 385,094 | 254,416 | ||
Property and equipment, net | 220,754 | 170,657 | ||
Investment in affiliates | 0 | 0 | ||
Goodwill | 1,216,438 | 674,542 | ||
Identifiable intangible assets, net | 330,550 | 217,406 | ||
Other assets | 26,032 | 23,898 | ||
Total Assets | 2,178,868 | 1,340,919 | ||
Current Liabilities: | ||||
Overdrafts | 0 | 0 | ||
Current portion of long-term debt and notes payable | 37,253 | 2,600 | ||
Accounts payable | 27,361 | 12,726 | ||
Intercompany payables | 0 | 0 | ||
Accrued payroll | 51,114 | 40,120 | ||
Accrued vacation | 31,116 | 18,142 | ||
Accrued interest | 6,116 | 2,393 | ||
Accrued other | 52,311 | 33,970 | ||
Income taxes payable | 1,115 | 7,739 | ||
Total Current Liabilities | 206,386 | 117,690 | ||
Long-term debt, net of current portion | 1,363,425 | 610,303 | ||
Non-current deferred tax liability | 60,372 | 45,750 | ||
Other non-current liabilities | 54,287 | 44,591 | ||
Total Liabilities | 1,684,470 | 818,334 | ||
Redeemable non-controlling interests | 18,525 | 16,270 | ||
Stockholders’ Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 0 | 0 | ||
Retained earnings (accumulated deficit) | 12,355 | 64,626 | ||
Subsidiary investment | 457,974 | 437,779 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 470,329 | 502,405 | ||
Non-controlling interests | 5,544 | 3,910 | ||
Total Equity | 475,873 | 506,315 | ||
Total Liabilities and Equity | $ 2,178,868 | $ 1,340,919 |
Financial Information for Sub_5
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Financial Statements | |||||||||||
Total net operating revenues | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 1,094,249 | $ 1,077,014 | $ 1,102,465 | $ 1,091,517 | $ 5,081,258 | $ 4,365,245 | $ 4,217,460 |
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 4,341,056 | 3,735,309 | 3,665,375 | ||||||||
General and administrative | 121,268 | 114,047 | 106,927 | ||||||||
Depreciation and amortization | 201,655 | 160,011 | 145,311 | ||||||||
Total costs and expenses | 4,663,979 | 4,009,367 | 3,917,613 | ||||||||
Income from operations | 88,283 | 99,837 | 120,561 | 108,598 | 76,352 | 72,098 | 115,663 | 91,765 | 417,279 | 355,878 | 299,847 |
Other income and expense: | |||||||||||
Loss on early retirement of debt | (14,155) | (19,719) | (11,626) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,905 | 21,054 | 19,943 | ||||||||
Non-operating gain (loss) | 9,016 | (49) | 42,651 | ||||||||
Interest income (expense) | (198,493) | (154,703) | (170,081) | ||||||||
Income before income taxes | 235,552 | 202,461 | 180,734 | ||||||||
Income tax expense (benefit) | 58,610 | (18,184) | 55,464 | ||||||||
Net income | 29,722 | 42,679 | 60,559 | 43,982 | 121,058 | 24,824 | 51,300 | 23,463 | 176,942 | 220,645 | 125,270 |
Less: Net income attributable to non-controlling interests | 39,102 | 43,461 | 9,859 | ||||||||
Net income attributable to the Company | $ 24,673 | $ 32,917 | $ 46,511 | $ 33,739 | $ 100,797 | $ 18,462 | $ 42,055 | $ 15,870 | 137,840 | 177,184 | 115,411 |
Consolidating and Eliminating Adjustments | |||||||||||
Condensed Financial Statements | |||||||||||
Total net operating revenues | 0 | 0 | 0 | ||||||||
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 0 | 0 | 0 | ||||||||
General and administrative | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total costs and expenses | 0 | 0 | 0 | ||||||||
Income from operations | 0 | 0 | 0 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | 0 | 0 | 0 | ||||||||
Intercompany management fees | 0 | 0 | 0 | ||||||||
Loss on early retirement of debt | 0 | 0 | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Non-operating gain (loss) | 0 | 0 | 0 | ||||||||
Interest income (expense) | 0 | 0 | 0 | ||||||||
Income before income taxes | 0 | 0 | 0 | ||||||||
Income tax expense (benefit) | 0 | 0 | 0 | ||||||||
Equity in earnings of consolidated subsidiaries | (176,141) | (193,157) | (105,474) | ||||||||
Net income | (176,141) | (193,157) | (105,474) | ||||||||
Less: Net income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Net income attributable to the Company | (176,141) | (193,157) | (105,474) | ||||||||
Select (Parent Company Only) | Reportable Legal Entities | |||||||||||
Condensed Financial Statements | |||||||||||
Total net operating revenues | 0 | 700 | 541 | ||||||||
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 2,838 | 2,585 | 2,037 | ||||||||
General and administrative | 118,128 | 111,069 | 106,864 | ||||||||
Depreciation and amortization | 8,913 | 7,540 | 5,348 | ||||||||
Total costs and expenses | 129,879 | 121,194 | 114,249 | ||||||||
Income from operations | (129,879) | (120,494) | (113,708) | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | 28,058 | 32,828 | 31,083 | ||||||||
Intercompany management fees | 211,861 | 220,601 | 168,915 | ||||||||
Loss on early retirement of debt | (4,654) | (19,719) | (773) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Non-operating gain (loss) | 1,656 | 0 | 33,932 | ||||||||
Interest income (expense) | (117,520) | (124,406) | (132,066) | ||||||||
Income before income taxes | (10,478) | (11,190) | (12,617) | ||||||||
Income tax expense (benefit) | 3,419 | (8,753) | (14,461) | ||||||||
Equity in earnings of consolidated subsidiaries | 151,737 | 179,621 | 113,567 | ||||||||
Net income | 137,840 | 177,184 | 115,411 | ||||||||
Less: Net income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Net income attributable to the Company | 137,840 | 177,184 | 115,411 | ||||||||
Subsidiary Guarantors | Reportable Legal Entities | |||||||||||
Condensed Financial Statements | |||||||||||
Total net operating revenues | 2,755,745 | 2,685,308 | 2,729,803 | ||||||||
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 2,376,111 | 2,299,360 | 2,362,781 | ||||||||
General and administrative | 245 | 159 | 63 | ||||||||
Depreciation and amortization | 80,422 | 76,408 | 68,329 | ||||||||
Total costs and expenses | 2,456,778 | 2,375,927 | 2,431,173 | ||||||||
Income from operations | 298,967 | 309,381 | 298,630 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | (12,676) | (18,369) | (17,404) | ||||||||
Intercompany management fees | (166,857) | (180,588) | (140,300) | ||||||||
Loss on early retirement of debt | 0 | 0 | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,870 | 20,973 | 19,838 | ||||||||
Non-operating gain (loss) | 7,360 | (49) | 8,719 | ||||||||
Interest income (expense) | 328 | 298 | 315 | ||||||||
Income before income taxes | 148,992 | 131,646 | 169,798 | ||||||||
Income tax expense (benefit) | 42,713 | (2,549) | 54,557 | ||||||||
Equity in earnings of consolidated subsidiaries | 24,404 | 13,536 | (8,093) | ||||||||
Net income | 130,683 | 147,731 | 107,148 | ||||||||
Less: Net income attributable to non-controlling interests | 97 | 120 | 218 | ||||||||
Net income attributable to the Company | 130,586 | 147,611 | 106,930 | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Financial Statements | |||||||||||
Total net operating revenues | 767,840 | 666,013 | 504,621 | ||||||||
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 653,528 | 576,708 | 460,301 | ||||||||
General and administrative | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 16,799 | 14,118 | 10,917 | ||||||||
Total costs and expenses | 670,327 | 590,826 | 471,218 | ||||||||
Income from operations | 97,513 | 75,187 | 33,403 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | (14,187) | (14,459) | (13,679) | ||||||||
Intercompany management fees | (45,004) | (40,013) | (28,615) | ||||||||
Loss on early retirement of debt | 0 | 0 | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 35 | 81 | 105 | ||||||||
Non-operating gain (loss) | 0 | 0 | 0 | ||||||||
Interest income (expense) | (736) | (87) | (34) | ||||||||
Income before income taxes | 37,621 | 20,709 | (8,820) | ||||||||
Income tax expense (benefit) | 553 | 557 | 2,656 | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Net income | 37,068 | 20,152 | (11,476) | ||||||||
Less: Net income attributable to non-controlling interests | 12,664 | 6,616 | (2,536) | ||||||||
Net income attributable to the Company | 24,404 | 13,536 | (8,940) | ||||||||
Select Medical Corporation | |||||||||||
Condensed Financial Statements | |||||||||||
Total net operating revenues | 5,081,258 | 4,365,245 | 4,217,460 | ||||||||
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 4,341,056 | 3,735,309 | 3,665,375 | ||||||||
General and administrative | 121,268 | 114,047 | 106,927 | ||||||||
Depreciation and amortization | 201,655 | 160,011 | 145,311 | ||||||||
Total costs and expenses | 4,663,979 | 4,009,367 | 3,917,613 | ||||||||
Income from operations | 417,279 | 355,878 | 299,847 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | 0 | 0 | 0 | ||||||||
Intercompany management fees | 0 | 0 | 0 | ||||||||
Loss on early retirement of debt | (14,155) | (19,719) | (11,626) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,905 | 21,054 | 19,943 | ||||||||
Non-operating gain (loss) | 9,016 | (49) | 42,651 | ||||||||
Interest income (expense) | (198,493) | (154,703) | (170,081) | ||||||||
Income before income taxes | 235,552 | 202,461 | 180,734 | ||||||||
Income tax expense (benefit) | 58,610 | (18,184) | 55,464 | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Net income | 176,942 | 220,645 | 125,270 | ||||||||
Less: Net income attributable to non-controlling interests | 39,102 | 43,461 | 9,859 | ||||||||
Net income attributable to the Company | 137,840 | 177,184 | 115,411 | ||||||||
Concentra Group Holdings Parent, LLC | Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Financial Statements | |||||||||||
Total net operating revenues | 1,557,673 | 1,013,224 | 982,495 | ||||||||
Costs and expenses: | |||||||||||
Cost of services, exclusive of depreciation and amortization | 1,308,579 | 856,656 | 840,256 | ||||||||
General and administrative | 2,895 | 2,819 | 0 | ||||||||
Depreciation and amortization | 95,521 | 61,945 | 60,717 | ||||||||
Total costs and expenses | 1,406,995 | 921,420 | 900,973 | ||||||||
Income from operations | 150,678 | 91,804 | 81,522 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | (1,195) | 0 | 0 | ||||||||
Intercompany management fees | 0 | 0 | 0 | ||||||||
Loss on early retirement of debt | (9,501) | 0 | (10,853) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Non-operating gain (loss) | 0 | 0 | 0 | ||||||||
Interest income (expense) | (80,565) | (30,508) | (38,296) | ||||||||
Income before income taxes | 59,417 | 61,296 | 32,373 | ||||||||
Income tax expense (benefit) | 11,925 | (7,439) | 12,712 | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Net income | 47,492 | 68,735 | 19,661 | ||||||||
Less: Net income attributable to non-controlling interests | 26,341 | 36,725 | 12,177 | ||||||||
Net income attributable to the Company | $ 21,151 | $ 32,010 | $ 7,484 |
Financial Information for Sub_6
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||||||||||
Net income | $ 29,722 | $ 42,679 | $ 60,559 | $ 43,982 | $ 121,058 | $ 24,824 | $ 51,300 | $ 23,463 | $ 176,942 | $ 220,645 | $ 125,270 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Distributions from unconsolidated subsidiaries | 15,721 | 20,006 | 20,476 | ||||||||
Depreciation and amortization | 201,655 | 160,011 | 145,311 | ||||||||
Provision for bad debts | (103) | 1,133 | 532 | ||||||||
Equity in earnings of unconsolidated subsidiaries | (21,905) | (21,054) | (19,943) | ||||||||
Loss on extinguishment of debt | 2,999 | 6,527 | 11,626 | ||||||||
Loss (gain) on sale of assets and businesses | (9,168) | (10,349) | (46,488) | ||||||||
Gain on sale of equity investment | 0 | 0 | (2,779) | ||||||||
Impairment of equity investment | 0 | 0 | 5,339 | ||||||||
Stock compensation expense | 23,326 | 19,284 | 17,413 | ||||||||
Amortization of debt discount, premium and issuance costs | 13,112 | 11,130 | 15,656 | ||||||||
Deferred income taxes | 7,217 | (72,324) | (12,591) | ||||||||
Changes in operating assets and liabilities, net of effects of business combinations: | |||||||||||
Accounts receivable | 54,575 | (118,833) | 29,241 | ||||||||
Other current assets | (4,152) | 1,597 | 17,450 | ||||||||
Other assets | 7,857 | (886) | 9,290 | ||||||||
Accounts payable | (1,778) | 3,903 | (15,492) | ||||||||
Accrued expenses | 27,896 | 17,341 | 46,292 | ||||||||
Net cash provided by operating activities | 494,194 | 238,131 | 346,603 | ||||||||
Investing activities | |||||||||||
Business combinations, net of cash acquired | (523,134) | (27,390) | (472,206) | ||||||||
Purchases of property and equipment | (167,281) | (233,243) | (161,633) | ||||||||
Investment in businesses | (13,482) | (12,682) | (4,723) | ||||||||
Proceeds from sale of equity investment | 0 | 0 | 3,779 | ||||||||
Proceeds from sale of assets and businesses | 6,760 | 80,350 | 80,463 | ||||||||
Net cash used in investing activities | (697,137) | (192,965) | (554,320) | ||||||||
Financing activities | |||||||||||
Borrowings on revolving facilities | 595,000 | 970,000 | 575,000 | ||||||||
Payments on revolving facilities | (805,000) | (960,000) | (655,000) | ||||||||
Proceeds from term loans | 779,823 | 1,139,487 | 795,344 | ||||||||
Payments on term loans | (11,500) | (1,179,442) | (438,034) | ||||||||
Revolving facility debt issuance costs | (1,639) | (4,392) | 0 | ||||||||
Borrowings of other debt | 42,218 | 46,621 | 27,721 | ||||||||
Principal payments on other debt | (25,242) | (20,647) | (21,401) | ||||||||
Increase (decrease) in overdrafts | (4,380) | (9,899) | 10,746 | ||||||||
Proceeds from issuance of non-controlling interests | 2,926 | 9,982 | 11,846 | ||||||||
Distributions to and purchases of non-controlling interests | (311,519) | (10,620) | (12,654) | ||||||||
Net cash provided by (used in) financing activities | 255,572 | (21,646) | 292,311 | ||||||||
Net increase in cash and cash equivalents | 52,629 | 23,520 | 84,594 | ||||||||
Cash and cash equivalents at beginning of period | 122,549 | 99,029 | 122,549 | 99,029 | 14,435 | ||||||
Cash and cash equivalents at end of period | 175,178 | 122,549 | 175,178 | 122,549 | 99,029 | ||||||
Consolidating and Eliminating Adjustments | |||||||||||
Operating activities | |||||||||||
Net income | (176,141) | (193,157) | (105,474) | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Distributions from unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Provision for bad debts | 0 | 0 | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Equity in earnings of consolidated subsidiaries | 176,141 | 193,157 | 105,474 | ||||||||
Loss on extinguishment of debt | 0 | 0 | 0 | ||||||||
Loss (gain) on sale of assets and businesses | 0 | 0 | 0 | ||||||||
Gain on sale of equity investment | 0 | ||||||||||
Impairment of equity investment | 0 | ||||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Amortization of debt discount, premium and issuance costs | 0 | 0 | 0 | ||||||||
Deferred income taxes | 0 | 0 | 0 | ||||||||
Changes in operating assets and liabilities, net of effects of business combinations: | |||||||||||
Accounts receivable | 0 | 0 | 0 | ||||||||
Other current assets | 0 | 0 | 0 | ||||||||
Other assets | 0 | 0 | 0 | ||||||||
Accounts payable | 0 | 0 | 0 | ||||||||
Accrued expenses | 0 | 0 | 0 | ||||||||
Net cash provided by operating activities | 0 | 0 | 0 | ||||||||
Investing activities | |||||||||||
Business combinations, net of cash acquired | 0 | 0 | 0 | ||||||||
Purchases of property and equipment | 0 | 0 | 0 | ||||||||
Investment in businesses | 0 | 0 | 0 | ||||||||
Proceeds from sale of equity investment | 0 | ||||||||||
Proceeds from sale of assets and businesses | 0 | 0 | 0 | ||||||||
Net cash used in investing activities | 0 | 0 | 0 | ||||||||
Financing activities | |||||||||||
Borrowings on revolving facilities | 0 | 0 | 0 | ||||||||
Payments on revolving facilities | 0 | 0 | 0 | ||||||||
Proceeds from term loans | 0 | 0 | 0 | ||||||||
Payments on term loans | 0 | 0 | 0 | ||||||||
Revolving facility debt issuance costs | 0 | 0 | |||||||||
Borrowings of other debt | 0 | 0 | 0 | ||||||||
Principal payments on other debt | 0 | 0 | 0 | ||||||||
Dividends paid to Holdings | 0 | 0 | 0 | ||||||||
Equity investment by Holdings | 0 | 0 | 0 | ||||||||
Intercompany | 0 | 0 | 0 | ||||||||
Increase (decrease) in overdrafts | 0 | 0 | 0 | ||||||||
Proceeds from issuance of non-controlling interests | 0 | 0 | 0 | ||||||||
Distributions to and purchases of non-controlling interests | 0 | 0 | 0 | ||||||||
Net cash provided by (used in) financing activities | 0 | 0 | 0 | ||||||||
Net increase in cash and cash equivalents | 0 | 0 | 0 | ||||||||
Cash and cash equivalents at beginning of period | 0 | 0 | 0 | 0 | 0 | ||||||
Cash and cash equivalents at end of period | 0 | 0 | 0 | 0 | 0 | ||||||
Select (Parent Company Only) | Reportable Legal Entities | |||||||||||
Operating activities | |||||||||||
Net income | 137,840 | 177,184 | 115,411 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Distributions from unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 8,913 | 7,540 | 5,348 | ||||||||
Provision for bad debts | 0 | 0 | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Equity in earnings of consolidated subsidiaries | (151,737) | (179,621) | (113,567) | ||||||||
Loss on extinguishment of debt | 1,955 | 6,527 | 773 | ||||||||
Loss (gain) on sale of assets and businesses | (1,645) | (939) | (33,738) | ||||||||
Gain on sale of equity investment | 0 | ||||||||||
Impairment of equity investment | 0 | ||||||||||
Stock compensation expense | 20,443 | 18,291 | 16,643 | ||||||||
Amortization of debt discount, premium and issuance costs | 5,740 | 7,895 | 12,358 | ||||||||
Deferred income taxes | 7,910 | 14,041 | (709) | ||||||||
Changes in operating assets and liabilities, net of effects of business combinations: | |||||||||||
Accounts receivable | 0 | 0 | 0 | ||||||||
Other current assets | (4,845) | (1,068) | (1,432) | ||||||||
Other assets | (9,099) | 168 | (2,978) | ||||||||
Accounts payable | 2,862 | 1,450 | 330 | ||||||||
Accrued expenses | 21,096 | (25,396) | (1,287) | ||||||||
Net cash provided by operating activities | 39,433 | 26,072 | (2,848) | ||||||||
Investing activities | |||||||||||
Business combinations, net of cash acquired | 0 | 0 | (406,305) | ||||||||
Purchases of property and equipment | (9,719) | (30,413) | (15,262) | ||||||||
Investment in businesses | 0 | 0 | 0 | ||||||||
Proceeds from sale of equity investment | 0 | ||||||||||
Proceeds from sale of assets and businesses | 1,658 | 45,788 | 63,418 | ||||||||
Net cash used in investing activities | (8,061) | 15,375 | (358,149) | ||||||||
Financing activities | |||||||||||
Borrowings on revolving facilities | 595,000 | 970,000 | 575,000 | ||||||||
Payments on revolving facilities | (805,000) | (960,000) | (650,000) | ||||||||
Proceeds from term loans | (62) | 1,139,487 | 600,127 | ||||||||
Payments on term loans | (11,500) | (1,156,377) | (230,524) | ||||||||
Revolving facility debt issuance costs | (1,090) | (4,392) | |||||||||
Borrowings of other debt | 7,457 | 25,630 | 11,935 | ||||||||
Principal payments on other debt | (11,293) | (13,748) | (15,144) | ||||||||
Dividends paid to Holdings | (6,837) | (4,753) | (2,929) | ||||||||
Equity investment by Holdings | 1,722 | 2,017 | 1,672 | ||||||||
Intercompany | 204,615 | (40,410) | 67,115 | ||||||||
Increase (decrease) in overdrafts | (4,380) | (9,899) | 10,746 | ||||||||
Proceeds from issuance of non-controlling interests | 0 | 0 | 0 | ||||||||
Distributions to and purchases of non-controlling interests | 0 | 0 | 0 | ||||||||
Net cash provided by (used in) financing activities | (31,368) | (52,445) | 367,998 | ||||||||
Net increase in cash and cash equivalents | 4 | (10,998) | 7,001 | ||||||||
Cash and cash equivalents at beginning of period | 73 | 11,071 | 73 | 11,071 | 4,070 | ||||||
Cash and cash equivalents at end of period | 77 | 73 | 77 | 73 | 11,071 | ||||||
Subsidiary Guarantors | Reportable Legal Entities | |||||||||||
Operating activities | |||||||||||
Net income | 130,683 | 147,731 | 107,148 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Distributions from unconsolidated subsidiaries | 15,687 | 19,940 | 20,380 | ||||||||
Depreciation and amortization | 80,422 | 76,408 | 68,329 | ||||||||
Provision for bad debts | (485) | 1,067 | 511 | ||||||||
Equity in earnings of unconsolidated subsidiaries | (21,870) | (20,973) | (19,838) | ||||||||
Equity in earnings of consolidated subsidiaries | (24,404) | (13,536) | 8,093 | ||||||||
Loss on extinguishment of debt | 0 | 0 | 0 | ||||||||
Loss (gain) on sale of assets and businesses | (7,507) | (4,828) | (12,975) | ||||||||
Gain on sale of equity investment | (2,779) | ||||||||||
Impairment of equity investment | 5,339 | ||||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Amortization of debt discount, premium and issuance costs | 0 | 0 | 0 | ||||||||
Deferred income taxes | 7,489 | (40,788) | 0 | ||||||||
Changes in operating assets and liabilities, net of effects of business combinations: | |||||||||||
Accounts receivable | 52,786 | (84,264) | 56,165 | ||||||||
Other current assets | (960) | 4,459 | 10,293 | ||||||||
Other assets | (9,053) | (4,235) | 51,586 | ||||||||
Accounts payable | (2,447) | 2,271 | (24,679) | ||||||||
Accrued expenses | 14,697 | 2,919 | 52,783 | ||||||||
Net cash provided by operating activities | 235,038 | 86,171 | 320,356 | ||||||||
Investing activities | |||||||||||
Business combinations, net of cash acquired | (4,965) | (10,006) | (59,520) | ||||||||
Purchases of property and equipment | (76,443) | (136,267) | (101,864) | ||||||||
Investment in businesses | (13,477) | (12,682) | (4,723) | ||||||||
Proceeds from sale of equity investment | 3,779 | ||||||||||
Proceeds from sale of assets and businesses | 5,042 | 15,022 | 16,978 | ||||||||
Net cash used in investing activities | (89,843) | (143,933) | (145,350) | ||||||||
Financing activities | |||||||||||
Borrowings on revolving facilities | 0 | 0 | 0 | ||||||||
Payments on revolving facilities | 0 | 0 | 0 | ||||||||
Proceeds from term loans | 0 | 0 | 0 | ||||||||
Payments on term loans | 0 | 0 | 0 | ||||||||
Revolving facility debt issuance costs | 0 | 0 | |||||||||
Borrowings of other debt | 0 | 0 | 0 | ||||||||
Principal payments on other debt | (621) | (456) | (751) | ||||||||
Dividends paid to Holdings | 0 | 0 | 0 | ||||||||
Equity investment by Holdings | 0 | 0 | 0 | ||||||||
Intercompany | (140,406) | 56,742 | (169,163) | ||||||||
Increase (decrease) in overdrafts | 0 | 0 | 0 | ||||||||
Proceeds from issuance of non-controlling interests | 0 | 0 | 0 | ||||||||
Distributions to and purchases of non-controlling interests | (1,450) | (135) | (2,331) | ||||||||
Net cash provided by (used in) financing activities | (142,477) | 56,151 | (172,245) | ||||||||
Net increase in cash and cash equivalents | 2,718 | (1,611) | 2,761 | ||||||||
Cash and cash equivalents at beginning of period | 4,856 | 6,467 | 4,856 | 6,467 | 3,706 | ||||||
Cash and cash equivalents at end of period | 7,574 | 4,856 | 7,574 | 4,856 | 6,467 | ||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Operating activities | |||||||||||
Net income | 37,068 | 20,152 | (11,476) | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Distributions from unconsolidated subsidiaries | 34 | 66 | 96 | ||||||||
Depreciation and amortization | 16,799 | 14,118 | 10,917 | ||||||||
Provision for bad debts | 318 | 0 | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | (35) | (81) | (105) | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Loss on extinguishment of debt | 0 | 0 | 0 | ||||||||
Loss (gain) on sale of assets and businesses | (16) | (4,602) | 246 | ||||||||
Gain on sale of equity investment | 0 | ||||||||||
Impairment of equity investment | 0 | ||||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Amortization of debt discount, premium and issuance costs | 0 | 0 | 0 | ||||||||
Deferred income taxes | 242 | 156 | 0 | ||||||||
Changes in operating assets and liabilities, net of effects of business combinations: | |||||||||||
Accounts receivable | 3,727 | (27,683) | (30,045) | ||||||||
Other current assets | (1,017) | (3,745) | (4,602) | ||||||||
Other assets | 2,068 | 3,413 | (53,295) | ||||||||
Accounts payable | 2,519 | 1,091 | 5,781 | ||||||||
Accrued expenses | 8,863 | 12,493 | (1,110) | ||||||||
Net cash provided by operating activities | 70,570 | 15,378 | (83,593) | ||||||||
Investing activities | |||||||||||
Business combinations, net of cash acquired | (204) | (1,664) | (953) | ||||||||
Purchases of property and equipment | (38,914) | (37,651) | (28,561) | ||||||||
Investment in businesses | 0 | 0 | 0 | ||||||||
Proceeds from sale of equity investment | 0 | ||||||||||
Proceeds from sale of assets and businesses | 48 | 19,537 | 67 | ||||||||
Net cash used in investing activities | (39,070) | (19,778) | (29,447) | ||||||||
Financing activities | |||||||||||
Borrowings on revolving facilities | 0 | 0 | 0 | ||||||||
Payments on revolving facilities | 0 | 0 | 0 | ||||||||
Proceeds from term loans | 0 | 0 | 0 | ||||||||
Payments on term loans | 0 | 0 | 0 | ||||||||
Revolving facility debt issuance costs | 0 | 0 | |||||||||
Borrowings of other debt | 30,202 | 18,224 | 12,970 | ||||||||
Principal payments on other debt | (6,816) | (3,036) | (2,554) | ||||||||
Dividends paid to Holdings | 0 | 0 | 0 | ||||||||
Equity investment by Holdings | 0 | 0 | 0 | ||||||||
Intercompany | (46,064) | (16,332) | 102,048 | ||||||||
Increase (decrease) in overdrafts | 0 | 0 | 0 | ||||||||
Proceeds from issuance of non-controlling interests | 957 | 9,982 | 11,846 | ||||||||
Distributions to and purchases of non-controlling interests | (9,929) | (4,933) | (6,839) | ||||||||
Net cash provided by (used in) financing activities | (31,650) | 3,905 | 117,471 | ||||||||
Net increase in cash and cash equivalents | (150) | (495) | 4,431 | ||||||||
Cash and cash equivalents at beginning of period | 4,561 | 5,056 | 4,561 | 5,056 | 625 | ||||||
Cash and cash equivalents at end of period | 4,411 | 4,561 | 4,411 | 4,561 | 5,056 | ||||||
Select Medical Corporation | |||||||||||
Operating activities | |||||||||||
Net income | 176,942 | 220,645 | 125,270 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Distributions from unconsolidated subsidiaries | 15,721 | 20,006 | 20,476 | ||||||||
Depreciation and amortization | 201,655 | 160,011 | 145,311 | ||||||||
Provision for bad debts | (103) | 1,133 | 532 | ||||||||
Equity in earnings of unconsolidated subsidiaries | (21,905) | (21,054) | (19,943) | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Loss on extinguishment of debt | 2,999 | 6,527 | 11,626 | ||||||||
Loss (gain) on sale of assets and businesses | (9,168) | (10,349) | (46,488) | ||||||||
Gain on sale of equity investment | 0 | 0 | (2,779) | ||||||||
Impairment of equity investment | 0 | 0 | 5,339 | ||||||||
Stock compensation expense | 23,326 | 19,284 | 17,413 | ||||||||
Amortization of debt discount, premium and issuance costs | 13,112 | 11,130 | 15,656 | ||||||||
Deferred income taxes | 7,217 | (72,324) | (12,591) | ||||||||
Changes in operating assets and liabilities, net of effects of business combinations: | |||||||||||
Accounts receivable | 54,575 | (118,833) | 29,241 | ||||||||
Other current assets | (4,152) | 1,597 | 17,450 | ||||||||
Other assets | 7,857 | (886) | 9,290 | ||||||||
Accounts payable | (1,778) | 3,903 | (15,492) | ||||||||
Accrued expenses | 27,896 | 17,341 | 46,292 | ||||||||
Net cash provided by operating activities | 494,194 | 238,131 | 346,603 | ||||||||
Investing activities | |||||||||||
Business combinations, net of cash acquired | (523,134) | (27,390) | (472,206) | ||||||||
Purchases of property and equipment | (167,281) | (233,243) | (161,633) | ||||||||
Investment in businesses | (13,482) | (12,682) | (4,723) | ||||||||
Proceeds from sale of equity investment | 0 | 0 | 3,779 | ||||||||
Proceeds from sale of assets and businesses | 6,760 | 80,350 | 80,463 | ||||||||
Net cash used in investing activities | (697,137) | (192,965) | (554,320) | ||||||||
Financing activities | |||||||||||
Borrowings on revolving facilities | 595,000 | 970,000 | 575,000 | ||||||||
Payments on revolving facilities | (805,000) | (960,000) | (655,000) | ||||||||
Proceeds from term loans | 779,823 | 1,139,487 | 795,344 | ||||||||
Payments on term loans | (11,500) | (1,179,442) | (438,034) | ||||||||
Revolving facility debt issuance costs | (1,639) | (4,392) | 0 | ||||||||
Borrowings of other debt | 42,218 | 46,621 | 27,721 | ||||||||
Principal payments on other debt | (25,242) | (20,647) | (21,401) | ||||||||
Dividends paid to Holdings | (6,837) | (4,753) | (2,929) | ||||||||
Equity investment by Holdings | 1,722 | 2,017 | 1,672 | ||||||||
Intercompany | 0 | 0 | 0 | ||||||||
Increase (decrease) in overdrafts | (4,380) | (9,899) | 10,746 | ||||||||
Proceeds from issuance of non-controlling interests | 2,926 | 9,982 | 11,846 | ||||||||
Distributions to and purchases of non-controlling interests | (311,519) | (10,620) | (12,654) | ||||||||
Net cash provided by (used in) financing activities | 255,572 | (21,646) | 292,311 | ||||||||
Net increase in cash and cash equivalents | 52,629 | 23,520 | 84,594 | ||||||||
Cash and cash equivalents at beginning of period | 122,549 | 99,029 | 122,549 | 99,029 | 14,435 | ||||||
Cash and cash equivalents at end of period | 175,178 | 122,549 | 175,178 | 122,549 | 99,029 | ||||||
Concentra Group Holdings Parent, LLC | Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Operating activities | |||||||||||
Net income | 47,492 | 68,735 | 19,661 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Distributions from unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 95,521 | 61,945 | 60,717 | ||||||||
Provision for bad debts | 64 | 66 | 21 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Loss on extinguishment of debt | 1,044 | 0 | 10,853 | ||||||||
Loss (gain) on sale of assets and businesses | 0 | 20 | (21) | ||||||||
Gain on sale of equity investment | 0 | ||||||||||
Impairment of equity investment | 0 | ||||||||||
Stock compensation expense | 2,883 | 993 | 770 | ||||||||
Amortization of debt discount, premium and issuance costs | 7,372 | 3,235 | 3,298 | ||||||||
Deferred income taxes | (8,424) | (45,733) | (11,882) | ||||||||
Changes in operating assets and liabilities, net of effects of business combinations: | |||||||||||
Accounts receivable | (1,938) | (6,886) | 3,121 | ||||||||
Other current assets | 2,670 | 1,951 | 13,191 | ||||||||
Other assets | 23,941 | (232) | 13,977 | ||||||||
Accounts payable | (4,712) | (909) | 3,076 | ||||||||
Accrued expenses | (16,760) | 27,325 | (4,094) | ||||||||
Net cash provided by operating activities | 149,153 | 110,510 | 112,688 | ||||||||
Investing activities | |||||||||||
Business combinations, net of cash acquired | (517,965) | (15,720) | (5,428) | ||||||||
Purchases of property and equipment | (42,205) | (28,912) | (15,946) | ||||||||
Investment in businesses | (5) | 0 | 0 | ||||||||
Proceeds from sale of equity investment | 0 | ||||||||||
Proceeds from sale of assets and businesses | 12 | 3 | 0 | ||||||||
Net cash used in investing activities | (560,163) | (44,629) | (21,374) | ||||||||
Financing activities | |||||||||||
Borrowings on revolving facilities | 0 | 0 | 0 | ||||||||
Payments on revolving facilities | 0 | 0 | (5,000) | ||||||||
Proceeds from term loans | 779,885 | 0 | 195,217 | ||||||||
Payments on term loans | 0 | (23,065) | (207,510) | ||||||||
Revolving facility debt issuance costs | (549) | 0 | |||||||||
Borrowings of other debt | 4,559 | 2,767 | 2,816 | ||||||||
Principal payments on other debt | (6,512) | (3,407) | (2,952) | ||||||||
Dividends paid to Holdings | 0 | 0 | 0 | ||||||||
Equity investment by Holdings | 0 | 0 | 0 | ||||||||
Intercompany | (18,145) | 0 | 0 | ||||||||
Increase (decrease) in overdrafts | 0 | 0 | 0 | ||||||||
Proceeds from issuance of non-controlling interests | 1,969 | 0 | 0 | ||||||||
Distributions to and purchases of non-controlling interests | (300,140) | (5,552) | (3,484) | ||||||||
Net cash provided by (used in) financing activities | 461,067 | (29,257) | (20,913) | ||||||||
Net increase in cash and cash equivalents | 50,057 | 36,624 | 70,401 | ||||||||
Cash and cash equivalents at beginning of period | $ 113,059 | $ 76,435 | 113,059 | 76,435 | 6,034 | ||||||
Cash and cash equivalents at end of period | $ 163,116 | $ 113,059 | $ 163,116 | $ 113,059 | $ 76,435 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total net operating revenues | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 1,094,249 | $ 1,077,014 | $ 1,102,465 | $ 1,091,517 | $ 5,081,258 | $ 4,365,245 | $ 4,217,460 |
Income from operations | 88,283 | 99,837 | 120,561 | 108,598 | 76,352 | 72,098 | 115,663 | 91,765 | 417,279 | 355,878 | 299,847 |
Net income | 29,722 | 42,679 | 60,559 | 43,982 | 121,058 | 24,824 | 51,300 | 23,463 | 176,942 | 220,645 | 125,270 |
Net income attributable to the Company | $ 24,673 | $ 32,917 | $ 46,511 | $ 33,739 | $ 100,797 | $ 18,462 | $ 42,055 | $ 15,870 | $ 137,840 | $ 177,184 | $ 115,411 |
Earnings per common share (Note 16): | |||||||||||
Basic (in dollars per share) | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 1.02 | $ 1.33 | $ 0.88 |
Diluted (in dollars per share) | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 1.02 | $ 1.33 | $ 0.87 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Income Tax Valuation Allowance - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Year | $ 12,986 | $ 26,421 | $ 7,586 |
Charged to Cost and Expenses | 1,032 | (13,435) | (118) |
Acquisitions | 3,875 | 0 | 18,975 |
Deductions | 0 | 0 | 22 |
Balance at End of Year | $ 17,893 | $ 12,986 | $ 26,421 |