Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 01, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
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 Public Float | $ 1,148,804,276.42 | ||
Entity Common Stock, Shares Outstanding | 132,683,690 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 99,029 | $ 14,435 |
Accounts receivable, net of allowance for doubtful accounts of $61,133 and $63,787 at 2015 and 2016, respectively | 573,752 | 603,558 |
Current deferred tax asset | 45,165 | 28,688 |
Prepaid income taxes | 12,423 | 16,694 |
Other current assets | 77,699 | 85,779 |
Total Current Assets | 808,068 | 749,154 |
Property and equipment, net | 892,217 | 864,124 |
Goodwill | 2,751,000 | 2,314,624 |
Identifiable intangibles, net | 340,562 | 318,675 |
Other assets | 152,548 | 142,101 |
Total Assets | 4,944,395 | 4,388,678 |
Current Liabilities: | ||
Bank overdrafts | 39,362 | 28,615 |
Current portion of long-term debt and notes payable | 13,656 | 225,166 |
Accounts payable | 126,558 | 137,409 |
Accrued payroll | 146,397 | 120,989 |
Accrued vacation | 83,261 | 73,977 |
Accrued interest | 22,325 | 9,401 |
Accrued other | 140,076 | 133,728 |
Total Current Liabilities | 571,635 | 729,285 |
Long-term debt, net of current portion | 2,685,333 | 2,160,730 |
Non-current deferred tax liability | 222,847 | 218,705 |
Other non-current liabilities | 136,520 | 133,220 |
Total Liabilities | 3,616,335 | 3,241,940 |
Commitments and contingencies (Note 16) | ||
Redeemable non-controlling interests | 422,159 | 238,221 |
Stockholders' Equity: | ||
Common stock | 132 | 131 |
Capital in excess of par | 443,908 | 424,506 |
Retained earnings (accumulated deficit) | 371,685 | 434,616 |
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | 815,725 | 859,253 |
Non-controlling interest | 90,176 | 49,264 |
Total Equity | 905,901 | 908,517 |
Total Liabilities and Equity | 4,944,395 | 4,388,678 |
Select | ||
Current Assets: | ||
Cash and cash equivalents | 99,029 | 14,435 |
Accounts receivable, net of allowance for doubtful accounts of $61,133 and $63,787 at 2015 and 2016, respectively | 573,752 | 603,558 |
Current deferred tax asset | 45,165 | 28,688 |
Prepaid income taxes | 12,423 | 16,694 |
Other current assets | 77,699 | 85,779 |
Total Current Assets | 808,068 | 749,154 |
Property and equipment, net | 892,217 | 864,124 |
Goodwill | 2,751,000 | 2,314,624 |
Identifiable intangibles, net | 340,562 | 318,675 |
Other assets | 152,548 | 142,101 |
Total Assets | 4,944,395 | 4,388,678 |
Current Liabilities: | ||
Bank overdrafts | 39,362 | 28,615 |
Current portion of long-term debt and notes payable | 13,656 | 225,166 |
Accounts payable | 126,558 | 137,409 |
Accrued payroll | 146,397 | 120,989 |
Accrued vacation | 83,261 | 73,977 |
Accrued interest | 22,325 | 9,401 |
Accrued other | 140,076 | 133,728 |
Total Current Liabilities | 571,635 | 729,285 |
Long-term debt, net of current portion | 2,685,333 | 2,160,730 |
Non-current deferred tax liability | 222,847 | 218,705 |
Other non-current liabilities | 136,520 | 133,220 |
Total Liabilities | 3,616,335 | 3,241,940 |
Commitments and contingencies (Note 16) | ||
Redeemable non-controlling interests | 422,159 | 238,221 |
Stockholders' Equity: | ||
Common stock | 0 | 0 |
Capital in excess of par | 925,111 | 904,375 |
Retained earnings (accumulated deficit) | (109,386) | (45,122) |
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | 815,725 | 859,253 |
Non-controlling interest | 90,176 | 49,264 |
Total Equity | 905,901 | 908,517 |
Total Liabilities and Equity | $ 4,944,395 | $ 4,388,678 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 63,787 | $ 61,133 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 132,596,758 | 131,282,798 |
Common stock, shares outstanding | 132,596,758 | 131,282,798 |
Select | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 63,787 | $ 61,133 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net operating revenues | $ 4,286,021 | $ 3,742,736 | $ 3,065,017 |
Costs and expenses: | |||
Cost of services | 3,664,843 | 3,211,541 | 2,582,340 |
General and administrative | 106,927 | 92,052 | 85,247 |
Bad debt expense | 69,093 | 59,372 | 44,600 |
Depreciation and amortization | 145,311 | 104,981 | 68,354 |
Total costs and expenses | 3,986,174 | 3,467,946 | 2,780,541 |
Income from operations | 299,847 | 274,790 | 284,476 |
Other income and expense: | |||
Loss on early retirement of debt | (11,626) | (2,277) | |
Equity in earnings of unconsolidated subsidiaries | 19,943 | 16,811 | 7,044 |
Non-operating gain | 42,651 | 29,647 | |
Interest expense | (170,081) | (112,816) | (85,446) |
Income before income taxes | 180,734 | 208,432 | 203,797 |
Income tax expense | 55,464 | 72,436 | 75,622 |
Net income | 125,270 | 135,996 | 128,175 |
Less: Net income attributable to non-controlling interests | 9,859 | 5,260 | 7,548 |
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | $ 115,411 | $ 130,736 | $ 120,627 |
Basic (in dollars per share) | $ 0.88 | $ 1 | $ 0.91 |
Diluted (in dollars per share) | 0.87 | 0.99 | 0.91 |
Dividends paid per share | $ 0 | $ 0.10 | $ 0.40 |
Weighted average shares outstanding: | |||
Basic (in shares) | 127,813 | 127,478 | 129,026 |
Diluted (in shares) | 127,968 | 127,752 | 129,465 |
Select | |||
Net operating revenues | $ 4,286,021 | $ 3,742,736 | $ 3,065,017 |
Costs and expenses: | |||
Cost of services | 3,664,843 | 3,211,541 | 2,582,340 |
General and administrative | 106,927 | 92,052 | 85,247 |
Bad debt expense | 69,093 | 59,372 | 44,600 |
Depreciation and amortization | 145,311 | 104,981 | 68,354 |
Total costs and expenses | 3,986,174 | 3,467,946 | 2,780,541 |
Income from operations | 299,847 | 274,790 | 284,476 |
Other income and expense: | |||
Loss on early retirement of debt | (11,626) | (2,277) | |
Equity in earnings of unconsolidated subsidiaries | 19,943 | 16,811 | 7,044 |
Non-operating gain | 42,651 | 29,647 | |
Interest expense | (170,081) | (112,816) | (85,446) |
Income before income taxes | 180,734 | 208,432 | 203,797 |
Income tax expense | 55,464 | 72,436 | 75,622 |
Net income | 125,270 | 135,996 | 128,175 |
Less: Net income attributable to non-controlling interests | 9,859 | 5,260 | 7,548 |
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | $ 115,411 | $ 130,736 | $ 120,627 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity and Income - USD ($) $ in Thousands | Redeemable Non-controlling InterestsSelect | Redeemable Non-controlling Interests | ParentSelect | Parent | Common StockSelect | Common Stock | Capital in Excess of ParSelect | Capital in Excess of Par | Retained EarningsSelect | Retained Earnings | Non-controlling InterestsSelect | Non-controlling Interests | Select | Total |
Balance at Dec. 31, 2013 | $ 786,234 | $ 786,234 | $ 0 | $ 140 | $ 869,576 | $ 474,729 | $ (83,342) | $ 311,365 | $ 32,408 | $ 32,408 | $ 818,642 | $ 818,642 | ||
Balance (in shares) at Dec. 31, 2013 | 0 | 140,261,000 | ||||||||||||
Balance - Redeemable Non-controlling Interests at Dec. 31, 2013 | $ 11,584 | $ 11,584 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income attributable to Select Medical Corporation | 120,627 | 120,627 | 120,627 | 120,627 | 120,627 | 120,627 | ||||||||
Net income (loss) attributable to non-controlling interests | 1,410 | 1,410 | 6,138 | 6,138 | 6,138 | 6,138 | ||||||||
Additional investment by Holdings | 7,355 | 7,355 | 7,355 | |||||||||||
Dividends declared and paid to Holdings | (184,100) | (184,100) | (184,100) | |||||||||||
Dividends paid to common stockholders | (53,366) | (53,366) | (53,366) | |||||||||||
Contribution related to restricted stock awards and stock option issuances by Holdings | 12,778 | 12,778 | 12,778 | |||||||||||
Issuance and vesting of restricted stock | 12,080 | $ 2 | 12,078 | $ 12,080 | ||||||||||
Issuance and vesting of restricted stock (in shares) | 1,586,000 | 1,585,775 | ||||||||||||
Tax benefit from stock based awards | 3,119 | 3,119 | 3,119 | 3,119 | 3,119 | $ 3,119 | ||||||||
Repurchase of common shares | (130,734) | $ (12) | (76,851) | (53,871) | (130,734) | |||||||||
Repurchase of common shares (in shares) | (11,589,000) | |||||||||||||
Stock option expense | 698 | 698 | 698 | |||||||||||
Exercise of stock options | 7,355 | $ 1 | 7,354 | $ 7,355 | ||||||||||
Exercise of stock options (in shares) | 975,000 | 974,969 | ||||||||||||
Issuance of non-controlling interests | 1,693 | 1,693 | 1,693 | $ 1,693 | ||||||||||
Purchase of non-controlling interests | (7,421) | (7,421) | (7,421) | (7,421) | (1,360) | (1,360) | (8,781) | (8,781) | ||||||
Distributions to non-controlling interests | (1,086) | (1,086) | (2,893) | (2,893) | (2,893) | (2,893) | ||||||||
Redemption adjustment on non-controlling interest | (923) | (923) | 923 | 923 | 923 | 923 | 923 | 923 | ||||||
Other | (261) | (261) | (261) | (261) | ||||||||||
Balance at Dec. 31, 2014 | 739,515 | 739,515 | $ 0 | $ 131 | 885,407 | 413,706 | (145,892) | 325,678 | 35,725 | 35,725 | 775,240 | 775,240 | ||
Balance (in shares) at Dec. 31, 2014 | 0 | 131,233,000 | ||||||||||||
Balance - Redeemable Non-controlling Interests at Dec. 31, 2014 | 10,985 | 10,985 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income attributable to Select Medical Corporation | 130,736 | 130,736 | 130,736 | 130,736 | 130,736 | 130,736 | ||||||||
Net income (loss) attributable to non-controlling interests | (2,190) | (2,190) | 7,450 | 7,450 | 7,450 | 7,450 | ||||||||
Additional investment by Holdings | 1,649 | 1,649 | 1,649 | |||||||||||
Dividends declared and paid to Holdings | (28,956) | (28,956) | (28,956) | |||||||||||
Dividends paid to common stockholders | (13,129) | (13,129) | (13,129) | |||||||||||
Contribution related to restricted stock awards and stock option issuances by Holdings | 13,969 | 13,969 | 13,969 | |||||||||||
Issuance and vesting of restricted stock | 13,916 | $ 0 | 13,916 | $ 13,916 | ||||||||||
Issuance and vesting of restricted stock (in shares) | 1,385,000 | 1,384,954 | ||||||||||||
Tax benefit from stock based awards | 1,846 | 1,846 | 1,846 | 1,846 | 1,846 | $ 1,846 | ||||||||
Repurchase of common shares | (15,827) | $ 0 | (8,168) | (7,659) | (15,827) | |||||||||
Repurchase of common shares (in shares) | (1,518,000) | |||||||||||||
Stock option expense | 53 | 53 | 53 | |||||||||||
Exercise of stock options | 1,649 | $ 0 | 1,649 | $ 1,649 | ||||||||||
Exercise of stock options (in shares) | 183,000 | 183,450 | ||||||||||||
Issuance of non-controlling interests | 218,005 | 218,005 | 1,689 | 1,689 | 1,689 | 1,689 | 12,880 | 12,880 | 14,569 | $ 14,569 | ||||
Acquired non-controlling interests | 14,196 | 14,196 | 2,888 | 2,888 | 2,888 | 2,888 | ||||||||
Purchase of non-controlling interests | (876) | (876) | (194) | (194) | (194) | (194) | (25) | (25) | (219) | (219) | ||||
Distributions to non-controlling interests | (2,909) | (2,909) | (9,732) | (9,732) | (9,732) | (9,732) | ||||||||
Redemption adjustment on non-controlling interest | 1,010 | 1,010 | (1,010) | (1,010) | (1,010) | (1,010) | (1,010) | (1,010) | ||||||
Other | 9 | 9 | 9 | 9 | 78 | 78 | 87 | 87 | ||||||
Balance at Dec. 31, 2015 | 859,253 | 859,253 | $ 0 | $ 131 | 904,375 | 424,506 | (45,122) | 434,616 | 49,264 | 49,264 | $ 908,517 | $ 908,517 | ||
Balance (in shares) at Dec. 31, 2015 | 0 | 131,283,000 | 100 | 131,282,798 | ||||||||||
Balance - Redeemable Non-controlling Interests at Dec. 31, 2015 | 238,221 | 238,221 | $ 238,221 | $ 238,221 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income attributable to Select Medical Corporation | 115,411 | 115,411 | 115,411 | 115,411 | 115,411 | 115,411 | ||||||||
Net income (loss) attributable to non-controlling interests | 12,479 | 12,479 | (2,620) | (2,620) | (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 awards and stock option issuances by Holdings | 16,644 | 16,644 | 16,644 | |||||||||||
Issuance and vesting of restricted stock | 16,640 | $ 1 | 16,639 | $ 16,640 | ||||||||||
Issuance and vesting of restricted stock (in shares) | 1,344,000 | 1,425,678 | ||||||||||||
Repurchase of common shares | (2,929) | $ 0 | (1,333) | (1,596) | $ (2,929) | |||||||||
Repurchase of common shares (in shares) | (232,000) | |||||||||||||
Stock option expense | 4 | 4 | 4 | |||||||||||
Exercise of stock options | 1,672 | $ 0 | 1,672 | $ 1,672 | ||||||||||
Exercise of stock options (in shares) | 202,000 | 202,100 | ||||||||||||
Issuance of non-controlling interests | 2,377 | 2,377 | 2,377 | 2,377 | 47,801 | 47,801 | 50,178 | $ 50,178 | ||||||
Acquired non-controlling interests | 2,514 | 2,514 | 2,514 | 2,514 | ||||||||||
Purchase of non-controlling interests | (2,753) | (2,753) | 654 | 654 | 75 | 75 | 579 | 579 | 654 | 654 | ||||
Distributions to non-controlling interests | (3,231) | (3,231) | (7,324) | (7,324) | (7,324) | (7,324) | ||||||||
Redemption adjustment on non-controlling interest | 177,216 | 177,216 | (177,216) | (177,216) | (177,216) | (177,216) | (177,216) | (177,216) | ||||||
Other | 227 | 227 | (141) | (141) | (32) | (32) | (109) | (109) | 541 | 541 | 400 | 400 | ||
Balance at Dec. 31, 2016 | $ 815,725 | $ 815,725 | $ 0 | $ 132 | $ 925,111 | $ 443,908 | $ (109,386) | $ 371,685 | $ 90,176 | $ 90,176 | $ 905,901 | $ 905,901 | ||
Balance (in shares) at Dec. 31, 2016 | 0 | 132,597,000 | 100 | 132,596,758 | ||||||||||
Balance - Redeemable Non-controlling Interests at Dec. 31, 2016 | $ 422,159 | $ 422,159 | $ 422,159 | $ 422,159 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net income | $ 125,270 | $ 135,996 | $ 128,175 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,476 | 13,969 | 11,954 |
Depreciation and amortization | 145,311 | 104,981 | 68,354 |
Provision for bad debts | 69,093 | 59,372 | 44,600 |
Equity in earnings of unconsolidated subsidiaries | (19,943) | (16,811) | (7,044) |
Loss on early retirement of debt | 11,626 | 2,277 | |
Gain on sale of assets and businesses | (46,488) | (1,098) | (1,048) |
Gain on sale of equity investment | (2,779) | (29,647) | |
Impairment of equity investment | 5,339 | ||
Stock compensation expense | 17,413 | 14,985 | 11,186 |
Amortization of debt discount, premium and issuance costs | 15,656 | 9,543 | 7,553 |
Deferred income taxes | (12,591) | (2,058) | 14,311 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (39,320) | (92,572) | (97,802) |
Other current assets | 17,450 | (2,503) | (1,729) |
Other assets | 9,290 | 4,713 | (103) |
Accounts payable | (15,492) | 2,345 | 5,997 |
Accrued expenses | 46,292 | 7,200 | (16,039) |
Net cash provided by operating activities | 346,603 | 208,415 | 170,642 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (472,206) | (1,061,628) | (1,211) |
Purchases of property and equipment | (161,633) | (182,642) | (95,246) |
Investment in businesses | (4,723) | (2,347) | (4,634) |
Proceeds from sale of equity investment | 3,779 | 33,096 | |
Proceeds from sale of assets and businesses | 80,463 | 1,767 | |
Net cash used in investing activities | (554,320) | (1,211,754) | (101,091) |
Financing activities | |||
Borrowings on revolving facilities | 575,000 | 1,135,000 | 910,000 |
Payments on revolving facilities | (655,000) | (895,000) | (870,000) |
Net proceeds from term loans (financing costs) | 795,344 | 623,575 | (2,139) |
Payments on term loans | (438,034) | (29,134) | (33,994) |
Net proceeds from 6.375% senior notes issuance | 109,355 | ||
Borrowings of other debt | 27,721 | 13,374 | 9,076 |
Principal payments on other debt | (21,401) | (18,136) | (14,673) |
Proceeds from bank overdrafts | 10,746 | 6,869 | 9,240 |
Dividends paid to common stockholders | (13,129) | (53,366) | |
Repurchase of common stock | (2,929) | (15,827) | (130,734) |
Proceeds from exercise of stock options | 1,672 | 1,649 | 7,355 |
Tax benefit from stock based awards | 1,846 | 3,119 | |
Proceeds from issuance of non-controlling interests | 11,846 | 217,065 | 185 |
Purchase of non-controlling interests | (2,099) | (1,095) | (9,961) |
Distributions to non-controlling interests | (10,555) | (12,637) | (3,979) |
Net cash provided by (used in) financing activities | 292,311 | 1,014,420 | (70,516) |
Net increase (decrease) in cash and cash equivalents | 84,594 | 11,081 | (965) |
Cash and cash equivalents at beginning of period | 14,435 | 3,354 | 4,319 |
Cash and cash equivalents at end of period | 99,029 | 14,435 | 3,354 |
Supplemental Information | |||
Cash paid for interest | 142,640 | 103,166 | 78,812 |
Cash paid for taxes | 70,756 | 79,420 | 77,771 |
Liabilities for purchases of property and equipment | 32,861 | 36,744 | 14,230 |
Select | |||
Operating activities | |||
Net income | 125,270 | 135,996 | 128,175 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,476 | 13,969 | 11,954 |
Depreciation and amortization | 145,311 | 104,981 | 68,354 |
Provision for bad debts | 69,093 | 59,372 | 44,600 |
Equity in earnings of unconsolidated subsidiaries | (19,943) | (16,811) | (7,044) |
Loss on early retirement of debt | 11,626 | 2,277 | |
Gain on sale of assets and businesses | (46,488) | (1,098) | (1,048) |
Gain on sale of equity investment | (2,779) | (29,647) | |
Impairment of equity investment | 5,339 | ||
Stock compensation expense | 17,413 | 14,985 | 11,186 |
Amortization of debt discount, premium and issuance costs | 15,656 | 9,543 | 7,553 |
Deferred income taxes | (12,591) | (2,058) | 14,311 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (39,320) | (92,572) | (97,802) |
Other current assets | 17,450 | (2,503) | (1,729) |
Other assets | 9,290 | 4,713 | (103) |
Accounts payable | (15,492) | 2,345 | 5,997 |
Accrued expenses | 46,292 | 7,200 | (16,039) |
Net cash provided by operating activities | 346,603 | 208,415 | 170,642 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (472,206) | (1,061,628) | (1,211) |
Purchases of property and equipment | (161,633) | (182,642) | (95,246) |
Investment in businesses | (4,723) | (2,347) | (4,634) |
Proceeds from sale of equity investment | 3,779 | 33,096 | |
Proceeds from sale of assets and businesses | 80,463 | 1,767 | |
Net cash used in investing activities | (554,320) | (1,211,754) | (101,091) |
Financing activities | |||
Borrowings on revolving facilities | 575,000 | 1,135,000 | 910,000 |
Payments on revolving facilities | (655,000) | (895,000) | (870,000) |
Net proceeds from term loans (financing costs) | 795,344 | 623,575 | (2,139) |
Payments on term loans | (438,034) | (29,134) | (33,994) |
Net proceeds from 6.375% senior notes issuance | 109,355 | ||
Borrowings of other debt | 27,721 | 13,374 | 9,076 |
Principal payments on other debt | (21,401) | (18,136) | (14,673) |
Proceeds from bank overdrafts | 10,746 | 6,869 | 9,240 |
Dividends paid to Holdings | (2,929) | (28,956) | (184,100) |
Equity investment by Holdings | 1,672 | 1,649 | 7,355 |
Tax benefit from stock based awards | 1,846 | 3,119 | |
Proceeds from issuance of non-controlling interests | 11,846 | 217,065 | 185 |
Purchase of non-controlling interests | (2,099) | (1,095) | (9,961) |
Distributions to non-controlling interests | (10,555) | (12,637) | (3,979) |
Net cash provided by (used in) financing activities | 292,311 | 1,014,420 | (70,516) |
Net increase (decrease) in cash and cash equivalents | 84,594 | 11,081 | (965) |
Cash and cash equivalents at beginning of period | 14,435 | 3,354 | 4,319 |
Cash and cash equivalents at end of period | 99,029 | 14,435 | 3,354 |
Supplemental Information | |||
Cash paid for interest | 142,640 | 103,166 | 78,812 |
Cash paid for taxes | 70,756 | 79,420 | 77,771 |
Liabilities for purchases of property and equipment | $ 32,861 | $ 36,744 | $ 14,230 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - 6.375% senior notes | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Long-term debt and notes payable | |||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% |
Select | |||
Long-term debt and notes payable | |||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Significant Accounting Policies | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Business Description Select Medical Corporation ("Select") was formed in December 1996 and commenced operations during February 1997 upon the completion of its first acquisition. Select Medical Holdings Corporation ("Holdings") was formed in October 2004 for the purpose of affecting a leveraged buyout of Select, which was a publicly traded entity. On February 24, 2005, Select merged with a subsidiary of Holdings, which resulted in Select becoming a wholly owned subsidiary of Holdings (the "Merger"). On September 30, 2009, Holdings completed its initial public offering of common stock. At the time of the transaction, generally accepted accounting principles ("GAAP") required that any amounts recorded or incurred (such as goodwill and compensation expense) by the parent as a result of the Merger or for the benefit of the subsidiary be "pushed down" and recorded in Select's consolidated financial statements. 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 substantially all of its business through Select and its subsidiaries. The Company is managed through three business segments: specialty hospitals, outpatient rehabilitation, and Concentra. Through the specialty hospitals segment, the Company provides post-acute inpatient care through its long term acute care hospitals and inpatient acute rehabilitative hospitals. Patients are typically admitted to our specialty hospitals from general acute care hospitals. These patients have specialized needs, with serious and often complex medical conditions. The Company operated 123 specialty hospitals at December 31, 2016. The Company's outpatient rehabilitation segment consists of clinics that provide physical, occupational, and speech rehabilitation services. At December 31, 2016, the Company operated 1,611 outpatient clinics. The Company's Concentra segment consists of medical 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. At December 31, 2016, the Company operated 300 medical centers, 107 medical facilities located at the workplaces of Concentra's employer customers, and 32 Department of Veterans Affairs CBOCs. At December 31, 2016, the Company had operations in 46 states and the District of Columbia. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its majority owned subsidiaries, limited liability companies, and limited partnerships the Company and its subsidiaries control through ownership of general and limited partnership or membership interests. All intercompany balances and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and liabilities, at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: accounts receivable and allowance for doubtful accounts, depreciable lives of assets, intangible assets and liabilities, insurance, and 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. 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 market value. Accounts Receivable and Allowance for Doubtful Accounts The Company reports accounts receivable at estimated net realizable values. 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. Collection of these accounts receivable is the Company's primary source of cash and is critical to its operating performance. The Company's primary collection risks relate to non-governmental payors who insure these patients 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 net accounts receivable balance and accounted for approximately 1.2% of the net accounts receivable balance before doubtful accounts at both December 31, 2015 and 2016. The Company's general policy is to verify insurance coverage prior to the date of admission for a patient admitted to the Company's hospitals, or in the case of the Company's outpatient rehabilitation clinics and Concentra medical centers, the Company verifies insurance coverage prior to their first visit. The Company's estimate for the allowance for doubtful accounts is calculated by applying a reserve allowance based upon the age of an account balance. This method is monitored based on historical cash collections experience and write-off experience. Collections are impacted by the effectiveness of the Company's collection efforts with non-governmental payors and regulatory or administrative disruptions with the fiscal intermediaries that pay the Company's governmental receivables. Uncollected accounts are written off the balance sheet when they are turned over to an outside collection agency, or when management determines that the balance is uncollectible, whichever occurs first. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash balances and trade receivables. The Company invests its excess cash with large financial institutions. The Company grants unsecured credit to its patients, most of who reside in the service area of the Company's facilities and are insured under third-party payor agreements. 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. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. 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 5 - 15 years Buildings 40 years Building improvements 5 - 25 years Furniture and equipment 3 - 20 years The Company reviews the realizability of long-lived assets whenever events or circumstances occur which indicate recorded costs may not be recoverable. Gains or losses related to the retirement or disposal of property and equipment are reported as a component of income from operations. Intangible Assets and Liabilities Finite-lived intangible assets and liabilities are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted. If such a pattern cannot be reliably determined, other intangible assets are amortized on a straight-line basis over their estimated lives. Goodwill and certain other indefinite-lived intangible assets are not amortized, but instead are subject to periodic impairment evaluations. In performing the quantitative periodic impairment tests, the fair value of the reporting unit is compared to its carrying value, including goodwill and other intangible assets. If the carrying value exceeds the fair value and an impairment condition exists, an impairment loss would be recognized. To determine the fair value of its reporting units, the Company applies both a discounted cash flow ("DCF") income and market approach. Included in the DCF income approach, specific for each reporting unit, are assumptions regarding revenue growth rate, future Adjusted EBITDA margin estimates, future general and administrative expense rates, and the industry's weighted average cost of capital and industry specific market comparable Adjusted EBITDA multiples. The Company also must estimate residual values at the end of the forecast period and future capital expenditure requirements. Each of these assumptions requires the Company to use its knowledge of its industry, its recent transactions, and reasonable performance expectations for its operations. If any one of the above assumptions changes or fails to materialize, the resulting decline in the Company's estimated fair value could result in an impairment charge to the goodwill associated with any one of the reporting units. 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. For purposes of goodwill impairment assessment, the Company has defined its reporting units as specialty hospitals, outpatient rehabilitation, and Concentra. 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. The Company's most recent impairment assessment was completed during the fourth quarter of 2016 utilizing financial information as of October 1, 2016 and indicated that there was no impairment with respect to goodwill or other identifiable intangible assets. Identifiable assets and liabilities acquired in connection with business combinations accounted for under the purchase method are recorded at their respective fair values. Deferred income taxes have been recorded to the extent of differences between the fair value and the tax basis of the assets acquired and liabilities assumed. The Company allocates the purchase price to identifiable intangible assets. At December 31, 2016, identifiable intangible assets and liabilities consist of the values assigned to trademarks, certificates of need, accreditations, customer relationships, non-compete agreements, and leasehold interests. Management believes that the estimated useful lives established are reasonable based on the economic factors applicable to each of the identifiable intangible assets and liabilities. The approximate useful life of each class of intangible assets and liabilities is as follows: Trademarks Indefinite Certificates of need Indefinite Accreditations Indefinite Customer relationships 8 - 16 years Leasehold interests 1 - 9 years Non-compete agreements 1 - 15 years The Company reviews the realizability of identifiable intangible assets whenever events or circumstances occur which indicate recorded amounts may not be recoverable. If the expected future cash flows (undiscounted) 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 Investments in equity method investees are accounted for using the equity method based upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of 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 exceeds its carrying amount, the investment balance is reduced to zero. The Company resumes accounting for the investment under the equity method if the entity 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 investments in companies accounted for using the equity method for impairment when there is evidence or indicators that a decrease in value may be other than temporary. Debt Issuance Costs Debt issuance costs related to notes and loans are recognized as a direct deduction from the carrying value of the debt liability on the consolidated balance sheets. Debt issuance costs related to line-of-credit arrangements are presented as part of other assets on the consolidated balance sheets. Debt issuance costs are subsequently amortized and recognized as interest expense using the effective interest method over the term of the related indebtedness. Whenever indebtedness is modified from its original terms or exchanged, an evaluation is made whether an accounting modification or accounting extinguishment has occurred. Due to Third-Party Payors Due to third-party payors represents the difference between amounts received under interim payment plans from Medicare and Medicaid for services rendered and amounts estimated to be reimbursed by those third-party payors upon settlement of cost reports. Income Taxes Deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As part of the process of preparing its consolidated financial statements, the Company estimates income taxes based on its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for book and tax purposes. The Company also recognizes as deferred tax assets the future tax benefits from net operating loss carry forwards. The Company evaluates the realizability of these deferred tax assets by assessing their valuation allowances and by adjusting the amount of such allowances, if necessary. 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 for which it will be ultimately responsible 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. Non-Controlling Interests The ownership interests held by other parties in subsidiaries, limited liability companies and limited partnerships controlled by the Company are classified as non-controlling interests. Some of our non-controlling ownership interests consist of outside parties that have certain redemption rights that, if exercised, require the Company to purchase the parties ownership interest. These interests are classified and reported as redeemable non-controlling interests and they have been adjusted to their approximate redemption values. As of December 31, 2015 and 2016, the Company believes the redemption amounts of these ownership interests approximate the fair value of those interests. Net income (loss) of entities controlled by the Company that are less than wholly owned require attribution of net income (loss) amounts to each non-controlling ownership interest and to the Company in the consolidated statements of operations and comprehensive income. The following table summarizes the net income (loss) attributable to non-controlling interests and redeemable non-controlling interests. The results of Holdings are identical to those of Select. For the Years Ended 2014 2015 2016 (in thousands) Attributable to non-controlling interests $ $ $ ) Attributable to redeemable non-controlling interests ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to non-controlling interests $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue Recognition Net operating revenues consists primarily of patient service revenues and revenues generated from services provided to healthcare institutions under contractual arrangements and are recognized as services are rendered. Patient service revenue is reported net of provisions for contractual allowances from third-party payors and patients. The Company has agreements with third-party payors that provide for payments to the Company at amounts different from its established billing rates. The differences between the estimated program reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenues to arrive at net operating revenues. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, per diem, and per visit payments. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. Accounts receivable resulting from such payment arrangements are recorded net of contractual allowances. 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 45%, 37% and 30% of the Company's net operating revenues for the years ended December 31, 2014, 2015 and 2016, respectively. Approximately 24% and 18% of the Company's accounts receivable (after allowances for contractual adjustments but before doubtful accounts) are from Medicare at December 31, 2015 and 2016, respectively. As a provider of services to the Medicare program, the Company is subject to extensive regulations. The inability of any of the Company's specialty hospitals or outpatient rehabilitation clinics to comply with regulations can result in significant changes in that specialty hospital's or outpatient rehabilitation clinic's net operating revenues generated from the Medicare program. Recent Accounting Pronouncements In October 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory . Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The ASU requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The standard will be effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments, which addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017. The Company does not anticipate changes to current accounting policies or the need to retrospectively adjust previously presented consolidated financial statements as a result of the adoption of the guidance in the new standard. In February 2016, the FASB issued ASU 2016-02, Leases . This ASU includes a lessee accounting model that recognizes two types of leases; finance and operating. This ASU requires that a lessee recognize on the balance sheet assets and liabilities for all leases with lease terms of more than twelve months. Lessees will need to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability. 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. For short-term leases of twelve months or less, lessees are permitted to make an accounting election by class of underlying asset not to recognize right-of-use assets or lease liabilities. If the alternative is elected, lease expense would be recognized generally on the straight-line basis over the respective lease term. The amendments in ASU 2016-02 will take effect for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted as of the beginning of an interim or annual reporting period. A modified retrospective approach is required for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Upon adoption, the Company will recognize significant assets and liabilities on the consolidated balance sheets as a result of the operating lease obligations of the Company. Operating lease expense will still be recognized as rent expense on a straight-line basis over the respective lease term in the consolidated statements of operations and comprehensive income. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which changes the presentation of deferred income taxes. The intent is to simplify the presentation of deferred income taxes through the requirement that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The revised guidance is effective for annual fiscal periods beginning after December 15, 2016. Early adoption is permitted. The Company will adopt the guidance in this ASU in the first quarter of 2017. Upon adoption, deferred tax assets and liabilities will no longer be classified as current and will instead be classified as noncurrent on the consolidated balance sheets. The Company will still be required to offset deferred tax assets and liabilities for each taxpaying entity within a tax jurisdiction. In May 2014, March 2016, April 2016, and December 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations , ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing , ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients , and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer (collectively "the standards"), respectively, which supersede most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. The original standards were effective for fiscal years beginning after December 15, 2016; however, in July 2015, the FASB approved a one-year deferral of these standards, with a new effective date for fiscal years beginning after December 15, 2017. The standards require the selection of a retrospective or cumulative effect transition method. The Company will adopt the guidance beginning January 1, 2018, using a retrospective transition method. The Company anticipates the most significant change will be how the estimate for the allowance for doubtful accounts will be recognized under the new standards. Under the current standards, the Company's estimate for amounts not expected to be collected based on our historical experience have been recorded to bad debt expense. Under the new standards, the Company's estimate for amounts not expected to be collected based on historical experience will be recognized as a reduction to revenue. Subsequent changes in estimates of collectability due to a change in the financial status of a payor, for example a bankruptcy, will continue to be recognized as bad debt expense. Amounts previously written off to the allowance for bad debts as a result of our inability to collect payment will be recognized as a reduction to revenue under the new standard. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation , which simplifies various aspects of accounting for share-based payments. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences and classification on the statements of cash flows. During the fourth quarter of 2016, the Company adopted and applied the standard on a prospective basis beginning January 1, 2016. The Company has elected to recognize the effect of forfeitures in compensation cost when they occur. There was no retrospective impact to the consolidated financial statements, including the consolidated statements of cash flows, as a result of the adoption of this standard. In April and August 2015, the FASB issued ASU 2015-03 and ASU 2015-15, each titled Interest— Imputation of Interest , to simplify the presentation of debt issuance costs. The standard requires debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The FASB also confirmed that debt issuance costs related to line-of-credit arrangements will continue to be recognized as an asset and amortized over the term of the arrangement. The Company adopted the standard at the beginning of the first quarter of 2016. The balance sheet as of December 31, 2015 was retrospectively conformed to reflect the adoption of the standard and approximately $38.0 million of unamortized debt issuance costs were reclassified to be a direct reduction of debt, rather than a component of other assets. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions | |
Acquisitions | 2. Acquisitions Physiotherapy Acquisition On March 4, 2016, Select acquired 100% 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. Select financed the acquisition using a combination of cash on hand and proceeds from an incremental term loan facility under the Select credit facilities, as defined below (refer to Note 8). For the year ended December 31, 2016, $3.2 million of Physiotherapy acquisition costs were recognized in general and administrative expense. 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 Physiotherapy acquisition, the Company allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair value in accordance with the provisions of Accounting Standards Codification ("ASC") 805, Business Combinations . During the year ended December 31, 2016, the Company finalized the accounting for identifiable intangible assets and liabilities, fixed assets, non-controlling interests, and certain pre-acquisition contingencies. The Company is in the process of completing the accounting for certain deferred tax matters, which is expected to be completed during the first quarter of 2017. The following table reconciles the allocation of the consideration given for identifiable net assets and goodwill acquired to the net cash paid for the acquired business (in thousands): Cash and cash equivalents $ Identifiable tangible assets, excluding cash and cash equivalents Identifiable intangible assets Goodwill ​ ​ ​ ​ ​ Total assets Total liabilities Acquired non-controlling interests ​ ​ ​ ​ ​ Net assets acquired Less: Cash and cash equivalents acquired ) ​ ​ ​ ​ ​ Net cash paid $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The fair value assigned to identifiable intangible assets was determined through the use of the income and cost approaches. Both valuation methods rely on management judgment including expected future cash flows, employee 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. The valuations of 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. Amount Weighted Average (in thousands) (in years) Non-compete agreements $ 14.8 Leasehold interests 3.5 Trademarks Indefinite ​ ​ ​ ​ ​ ​ ​ ​ Total identifiable intangible assets $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible liabilities acquired included unfavorable leasehold interests of $1.9 million with a weighted average amortization period of 3.9 years. The non-compete agreements are being amortized on a straight-line basis over their expected useful lives. Leasehold interests are being amortized over their remaining lease terms at time of acquisition. Goodwill of $343.0 million has been 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 is derived from Physiotherapy's future earnings potential and its assembled workforce. Goodwill has been 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 our outpatient rehabilitation operations, it is not practicable to separately identify net revenue and earnings of Physiotherapy on a stand-alone basis. Concentra Acquisition On June 1, 2015, MJ Acquisition Corporation, a joint venture that Select created with Welsh, Carson, Anderson & Stowe XII, L.P., consummated the acquisition of Concentra, the indirect operating subsidiary of Concentra Group Holdings, LLC, and its subsidiaries. Pursuant to the terms of the stock purchase agreement, dated as of March 22, 2015, by and among MJ Acquisition Corporation, Concentra and Humana Inc., MJ Acquisition Corporation acquired 100% of the issued and outstanding equity securities of Concentra from Humana, Inc. for $1,047.2 million, net of $3.8 million of cash acquired. During the year ended December 31, 2015, the Company finalized the accounting for identifiable intangible assets and liabilities, fixed assets, non-controlling interests, and certain pre-acquisition contingencies. During the quarter ended June 30, 2016, the Company completed the accounting for certain deferred tax matters. The following table reconciles the allocation of the consideration given for identifiable net assets and goodwill acquired to the net cash paid for the acquired business (in thousands): Cash and cash equivalents $ Identifiable tangible assets, excluding cash and cash equivalents Identifiable intangible assets Goodwill ​ ​ ​ ​ ​ Total assets Total liabilities Acquired non-controlling interests ​ ​ ​ ​ ​ Net assets acquired Less: Cash and cash equivalents acquired ) ​ ​ ​ ​ ​ Net cash paid $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill of $651.2 million was recognized in the business combination, representing the excess of the consideration given over the fair value of the identifiable net assets acquired. The value of goodwill is derived from Concentra's future earnings potential and its assembled workforce. The goodwill is assigned to the Concentra reporting unit and is not deductible for tax purposes. However, prior to its acquisition by MJ Acquisition Corporation, Concentra completed certain acquisitions that resulted in tax deductible goodwill with an estimated value of $23.9 million, which the Company will deduct through 2025. For the year ended December 31, 2016, Concentra had net revenue of $1.0 billion and net income of approximately $14.9 million which are reflected in the Company's consolidated statements of operations and comprehensive income. Pro Forma Results The following pro forma unaudited results of operations have been prepared assuming the acquisitions of Concentra and Physiotherapy occurred January 1, 2014 and 2015, respectively. These results are not necessarily indicative of results of future operations nor of the results that would have actually occurred had the acquisitions been consummated on the aforementioned dates. For the Years Ended 2015 2016 (in thousands, except per share amounts) Net revenue $ $ Net income Income per common share: Basic $ $ Diluted $ $ The pro forma financial information is based on the allocation of the purchase price of both the Concentra and Physiotherapy acquisitions. The net income tax impact was calculated at a statutory rate, as if Concentra and Physiotherapy had been subsidiaries of the Company as of January 1, 2014 and 2015, respectively. Pro forma results were adjusted to recognize Concentra acquisition costs in the year ended December 31, 2014 and Physiotherapy acquisition costs in the year ended December 31, 2015. Therefore, pro forma results for the year ended December 31, 2015 were adjusted to include $3.2 million of Physiotherapy acquisition costs and exclude $4.7 million of Concentra acquisition costs. Pro forma results for the year ended December 31, 2016 were adjusted to exclude approximately $3.2 million of Physiotherapy acquisition costs. Other Acquisitions The Company completed acquisitions consisting principally of specialty hospital and outpatient rehabilitation businesses during the year ended December 31, 2014. Consideration given for these acquisitions consisted of $1.2 million of cash, net of cash received, and the issuance of $1.7 million of non-controlling interests. The assets received in these acquisitions consisted principally of accounts receivable, property and equipment, and goodwill of $1.9 million, of which $0.9 million and $1.0 million was recognized in our specialty hospitals and outpatient rehabilitation reporting units, respectively. In addition to the acquisition of Concentra, the Company completed acquisitions consisting principally of specialty hospital and other Concentra businesses during the year ended December 31, 2015. Consideration given for these acquisitions consisted of $14.4 million of cash, net of cash received, and the issuance of $14.7 million of non-controlling interests. The assets received in these acquisitions consisted principally of accounts receivable, property and equipment, and goodwill, of which $21.9 million and $4.2 million was recognized in our specialty hospitals and Concentra reporting units, respectively. In addition to the acquisition of Physiotherapy, the Company completed acquisitions consisting of specialty hospital, outpatient rehabilitation, and Concentra businesses during the year ended December 31, 2016. Consideration given for these acquisitions consisted of $65.6 million of cash, net of cash received, the issuance of $38.3 million of non-controlling interests, and $17.7 million of business net assets. The Company's acquisition of certain hospitals resulted in a non-operating gain totaling $9.5 million due, in part, to a bargain purchase because the fair values of the identifiable assets acquired exceeded the fair value of the consideration given in an exchange transaction. The assets received in these acquisitions consisted principally of cash, real property, and goodwill, of which $96.8 million, $2.3 million, and $4.6 million of goodwill was recognized in our specialty hospitals, outpatient rehabilitation, and Concentra reporting units, respectively. |
Sale of Businesses
Sale of Businesses | 12 Months Ended |
Dec. 31, 2016 | |
Sale of Businesses | |
Sale of Businesses | 3. Sale of Businesses The Company recognized non-operating gains of $35.6 million resulting from the sale of businesses during the year ended December 31, 2016. The non-operating gains were 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Property and Equipment | 4. Property and Equipment The Company's property and equipment consists of the following: December 31, 2015 2016 (in thousands) Land $ $ Leasehold improvements Buildings Furniture and equipment Construction-in-progress ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment Accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation expense was $67.9 million, $96.1 million, and $129.0 million for the years ended December 31, 2014, 2015 and 2016, respectively. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets and Liabilities | |
Intangible Assets and Liabilities | 5. Intangible Assets and Liabilities The Company's goodwill and identifiable intangible assets and liabilities consist of the following: December 31, 2015 2016 Gross Accumulated Net Gross Accumulated Net (in thousands) Goodwill $ $ — $ $ $ — $ Identifiable intangibles—Indefinite lived assets: Trademarks — — Certificates of need — — Accreditations — — Identifiable intangibles—Finite lived assets: Customer relationships ) ) Favorable leasehold interests ) ) Non-compete agreements — — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total identifiable intangible assets $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Identifiable intangibles—Finite lived liabilities: Unfavorable leasehold interests $ $ ) $ $ $ ) $ The Company's customer relationships and non-compete agreements amortize over their estimated useful lives. Amortization expense was $0.5 million, $8.9 million, and $16.3 million for the years ended December 31, 2014, 2015, and 2016, respectively. Estimated amortization expense of the Company's customer relationships and non-compete agreements for each of the five succeeding years is $16.4 million annually. The Company's favorable leasehold assets and unfavorable leasehold liabilities 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. The Company's unfavorable leasehold interests are presented as part of accrued other and other non-current liabilities on the consolidated balance sheets. The Company's accreditations and trademarks have renewal terms. The costs to renew these intangibles are expensed as incurred. At December 31, 2016, the accreditations and trademarks have a weighted average time until next renewal of 1.5 years and 2.9 years, respectively. The changes in goodwill for the years ended December 31, 2015 and 2016 are as follows: Specialty Outpatient Concentra Total (in thousands) Balance as of January 1, 2015 $ $ $ — $ Acquired — Sold — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2015 $ $ $ $ Acquired Measurement period adjustment — — Sold ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2016 $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See Note 2 for details of the goodwill acquired during the period. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments | |
Equity Method Investments | 6. Equity Method Investments The Company's equity method investments consist principally of interests in specialty hospital and outpatient rehabilitation businesses. Equity method investments of $101.4 million and $100.0 million are presented as part of other assets on the consolidated balance sheets as of December 31, 2015 and 2016, respectively. As of December 31, 2015 and 2016, these businesses consist primarily of the following ownership interests: BIR JV, LLP % OHRH, LLC % GlobalRehab—Scottsdale, LLC % Rehabilitation Institute of Denton, LLC % ES Rehabilitation, LLC % 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 $129.3 million, $146.0 million, and $164.2 million for the years ended December 31, 2014, 2015 and 2016, 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 recognized during the year ended December 31, 2016. During the year ended December 31, 2015, the Company recognized a non-operating gain of $29.6 million related to the sale of an equity method investment. |
Insurance Risk Programs
Insurance Risk Programs | 12 Months Ended |
Dec. 31, 2016 | |
Insurance Risk Programs | |
Insurance Risk Programs | 7. 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 for which it will be ultimately responsible 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. Provisions for losses for professional liability risks retained by the Company at December 31, 2015 and 2016 have been discounted at 3%. At December 31, 2015 and 2016, respectively, the Company had recorded a liability of $157.4 million and $147.4 million related to these programs. 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 $165.8 million and $152.7 million at December 31, 2015 and 2016, respectively. |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Long-Term Debt and Notes Payable | |
Long-Term Debt and Notes Payable | 8. 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. The Company's long-term debt and notes payable consist of the following: December 31, 2015 2016 (in thousands) Select 6.375% senior notes (1) $ $ Select credit facilities: Select revolving facility Select term loans (2) Other—Select ​ ​ ​ ​ ​ ​ ​ ​ Total Select debt Less: Select current maturities ​ ​ ​ ​ ​ ​ ​ ​ Select long-term debt maturities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Concentra credit facilities: Concentra revolving facility $ $ — Concentra term loans (3) Other—Concentra ​ ​ ​ ​ ​ ​ ​ ​ Total Concentra debt Less: Concentra current maturities ​ ​ ​ ​ ​ ​ ​ ​ Concentra long-term debt maturities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current maturities $ $ Total long-term debt maturities ​ ​ ​ ​ ​ ​ ​ ​ Total debt $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Includes unamortized premium of $1.2 million and $1.0 million at December 31, 2015 and 2016, respectively. Includes unamortized debt issuance costs of $10.4 million and $8.5 million at December 31, 2015 and 2016, respectively. (2) Includes unamortized discounts of $2.8 million and $12.0 million at December 31, 2015 and 2016, respectively. Includes unamortized debt issuance costs of $7.4 million and $13.6 million at December 31, 2015 and 2016, respectively. (3) Includes unamortized discounts of $2.9 million and $2.8 million at December 31, 2015 and 2016, respectively. Includes unamortized debt issuance costs of $20.2 million and $13.1 million at December 31, 2015 and 2016, respectively. Select Credit Facilities The following discussion summarizes amendments and significant transactions affecting the term loan facilities (collectively, the "Select term loans") and the revolving credit facility (the "Select revolving facility" and together with the Select term loans, the "Select credit facilities"). On March 4, 2014, Select amended the Select credit facilities in order to, among other things: (i) convert the remaining series B tranche B term loans into series D tranche B term loans and lower the interest rate payable on the series D tranche B term loans from Adjusted LIBO plus 3.25%, or Alternate Base Rate plus 2.25%, to Adjusted LIBO plus 2.75%, or Alternate Base Rate plus 1.75%; (ii) set the maturity date of the series D tranche B term loans at December 20, 2016; (iii) convert the remaining series C tranche B term loans to new series E tranche B term loans and lower the interest rate payable on the series E tranche B term loans from Adjusted LIBO plus 3.00% (subject to an Adjusted LIBO Rate floor of 1.00%), or Alternate Base Rate plus 2.00%, to Adjusted LIBO plus 2.75% (subject to an Adjusted LIBO Rate floor of 1.00%), or Alternate Base Rate plus 1.75%; (iv) set the maturity date of the series E tranche B term loans at June 1, 2018; (v) beginning with the quarter ending March 31, 2014, increase the quarterly compliance threshold set forth in the leverage ratio financial maintenance covenant to a level of 5.00 to 1.00 from 4.50 to 1.00; (vi) provide for a prepayment premium of 1.00% if the Select credit facilities are amended at any time prior to March 4, 2015 in the case of the series E tranche B term loans and such amendment reduces the yield applicable to such loans; and (vii) amend the definition of "Available Amount" in a manner the effect of which was to increase the amount available for investments, restricted payments and the payment of specified indebtedness. On March 4, 2014, Select made a principal prepayment of $34.0 million associated with the Select term loans in accordance with the provision in the Select credit facilities that requires mandatory prepayments of term loans resulting from excess cash flow as defined in the Select credit facilities. On October 23, 2014, Select entered into two additional credit extension amendments, one of which extended the maturity date on $6.75 million in aggregate principal of revolving commitments from June 1, 2016 to March 1, 2018, the second of which added $50.0 million in incremental revolving commitments that mature on March 1, 2018. On March 4, 2015, Select made a principal prepayment of $26.9 million associated with the series D tranche B term loans and series E tranche B term loans in accordance with the provision in the Select credit facilities that requires mandatory prepayments of term loans as a result of annual excess cash flow as defined in the Select credit facilities. On May 20, 2015 Select entered into an additional credit extension amendment of the Select revolving facility to obtain $100.0 million of incremental revolving commitments. The revolving commitments mature on March 1, 2018. On December 11, 2015, Select amended the Select credit facilities in order to, among other things: (i) convert $56.2 million of its series D tranche B term loans into series E tranche B term loans, which have a maturity date of June 1, 2018; (ii) increase the interest rate payable on the series E tranche B term loans from Adjusted LIBO plus 2.75% (subject to an Adjusted LIBO Rate floor of 1.00%), or Alternate Base Rate plus 1.75%, to Adjusted LIBO plus 4.00% (subject to an Adjusted LIBO Rate floor of 1.00%), or Alternate Base Rate plus 3.00%; (iii) beginning with the quarter ending December 31, 2015, increase the quarterly compliance threshold set forth in the leverage ratio financial maintenance covenant to a level of 5.75 to 1.00 from 5.00 to 1.00; (iv) increase the capacity for incremental extensions of credit to $450.0 million; and (v) amend the definition of "consolidated EBITDA" to add back certain specialty hospital start-up losses. On March 2, 2016, Select made a principal prepayment of $10.2 million associated with the series D tranche B term loans and series E tranche B term loans in accordance with the provision in the Select credit facilities that requires mandatory repayments of term loans as a result of annual excess cash flow as defined in the Select credit facilities. On March 4, 2016, Select amended the Select credit facilities in order to, among other things: (i) have the lenders named therein make available an aggregate of $625.0 million series F tranche B term loans, (ii) extend the financial covenants through March 3, 2021, (iii) add a 1.00% prepayment premium for prepayments made with new term loans on or prior to March 4, 2017 if such new term loans have a lower yield than the series F tranche B term loans, (iv) increase the interest rate payable on the series E tranche B term loans from Adjusted LIBO plus 4.00% (subject to an Adjusted LIBO Rate floor of 1.00%), or Alternate Base Rate plus 3.00%, to Adjusted LIBO plus 5.00% (subject to an Adjusted LIBO Rate floor of 1.00%), or Alternate Base Rate plus 4.00%; and (v) made certain other technical amendments to the Select credit facilities. The series F tranche B term loans bear interest at a rate per annum equal to the Adjusted LIBO Rate (as defined in the Select credit facilities, subject to an Adjusted LIBO Rate floor of 1.00%) plus 5.00% for Eurodollar Loans or the Alternate Base Rate (as defined in the Select credit facilities) plus 4.00% for Alternate Base Rate Loans (as defined in the Select credit facilities). Select is required to make principal payments on the series F tranche B term loans in quarterly installments on the last day of each of March, June, September and December, beginning June 30, 2016, in amounts equal to 0.25% of the aggregate principal amount of the series F tranche B term loans outstanding as of the date of the credit extension amendment. The balance of the series F tranche B term loans is payable on March 3, 2021. Except as specifically set forth in the credit extension amendment, the terms and conditions of the series F tranche B term loans are identical to the terms of the outstanding series E tranche B term loans under the Select credit facilities and the other loan documents to which Select is party. Select used the proceeds of the series F tranche B term loans to: (i) refinance in full the series D tranche B term loans due December 20, 2016, (ii) consummate the acquisition of Physiotherapy, and (iii) pay fees and expenses incurred in connection with the acquisition of Physiotherapy, the refinancing, and the Select credit extension amendment. At December 31, 2016, Select's credit facilities consisted of a $527.4 million series E tranche B term loans (excluding unamortized original issue discounts and debt issuance costs totaling $4.8 million) which matures on June 1, 2018, $620.3 million series F tranche B term loans (excluding unamortized original issue discounts and debt issuance costs totaling $20.7 million) which matures on March 3, 2021, and a $450.0 million revolving facility which matures on March 1, 2018. At December 31, 2016, Select had $190.3 million of availability under the Select revolving facility after giving effect to $39.7 million of outstanding letters of credit. All borrowings under Select's credit facilities are subject to the satisfaction of required conditions, including the absence of a default at the time of and after giving effect to such borrowing and the accuracy of the representations and warranties of the borrowers. The interest rates per annum applicable to borrowings under Select's credit facilities are, at its option, equal to either an Alternate Base Rate or an Adjusted LIBO Rate for a one, two, three or six month interest period, or a nine or twelve month period if available, in each case, plus an applicable margin percentage. The Alternate Base Rate is the greatest of (i) JPMorgan Chase Bank, N.A.'s prime rate, (ii) one-half of 1% over the weighted average of rates on overnight federal funds as published by the Federal Reserve Bank of New York and (iii) the Adjusted LIBO Rate from time to time for an interest period of one month, plus 1.00%. The Adjusted LIBO Rate is, with respect to any interest period, the London interbank offered rate for such interest period, adjusted for any applicable statutory reserve requirements. Borrowings under the revolving facility bear interest at a rate equal to Adjusted LIBO plus a percentage ranging from 2.75% to 3.75%, or Alternate Base Rate plus a percentage ranging from 1.75% to 2.75%, in each case based on Select's ratio of total indebtedness to consolidated EBITDA (as defined in the Select credit facilities). The applicable margin percentage for borrowings under the Select revolving facility is subject to change based upon the ratio of Select's leverage ratio (as defined in the Select credit facilities). The applicable interest rate for revolving loans as of December 31, 2016 was the (1) Alternate Base Rate plus 2.75% for Alternate Base Rate Loans and the (2) Adjusted LIBO Rate plus 3.75% for Eurodollar Loans. 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 subject to adjustment based upon the ratio of Select's total indebtedness to consolidated EBITDA (as defined in the Select credit facilities). Subject to exceptions, the Select credit facilities require mandatory prepayments of Select term loans in amounts equal to: • 50% (as may be reduced based on Select's ratio of total indebtedness to consolidated EBITDA (as defined in the Select credit facilities)) of Select's annual excess cash flow; • 100% of the net cash proceeds from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation event, subject to reinvestment rights and certain other exceptions; and • 100% of the net cash proceeds from certain incurrences of debt. Select's credit facilities are guaranteed by Holdings, Select and substantially all of its current wholly owned subsidiaries, and will be guaranteed by substantially all of Select's future subsidiaries and secured by substantially all of Select's existing and future property and assets and by a pledge of its capital stock and the capital stock of its subsidiaries. Select's credit facilities require that it comply on a quarterly basis with certain financial covenants, including a maximum leverage ratio test. In addition, Select's credit facilities include negative covenants, subject to significant exceptions, restricting or limiting its ability and the ability of Holdings and Select's restricted subsidiaries, to, among other things: • incur, assume, permit to exist or guarantee additional debt and issue or sell or permit any subsidiary to issue or sell preferred stock; • amend, modify or waive any rights under the certificate of indebtedness, credit agreements, certificate of incorporation, bylaws or other organizational documents which would be materially adverse to the creditors; • pay dividends or other distributions on, redeem, repurchase, retire or cancel capital stock; • purchase or acquire any debt or equity securities of, make any loans or advances to, guarantee any obligation of, or make any other investment in, any other company; • incur or permit to exist certain liens on property or assets owned or accrued or assign or sell any income or revenues with respect to such property or assets; • sell or otherwise transfer property or assets to, purchase or otherwise receive property or assets from, or otherwise enter into transactions with affiliates; • merge, consolidate or amalgamate with another company or permit any subsidiary to merge, consolidate or amalgamate with another company; • sell, transfer, lease or otherwise dispose of assets, including any equity interests; • repay, redeem, repurchase, retire or cancel any subordinated debt; • incur capital expenditures; • engage to any material extent in any business other than business of the type currently conducted by Select or reasonably related businesses; and • incur obligations that restrict the ability of its subsidiaries to incur or permit to exist any liens on Select's property or assets or to make dividends or other payments to Select. The Select credit facilities also contain certain representations and warranties, affirmative covenants and events of default. The events of default include payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting Select's credit facilities to be in full force and effect and any change of control. If such an event of default occurs, the lenders under the Select credit facilities will be entitled to take various actions, including the acceleration of amounts due under the Select credit facilities and all actions permitted to be taken by a secured creditor. The Select credit facilities require it to maintain certain leverage ratios (as defined in the Select credit facilities). For each of the four fiscal quarters during the year ended December 31, 2016, Select was required to maintain its leverage ratio at less than 5.75 to 1.00. As of December 31, 2016, Select's leverage ratio was 5.40 to 1.00. Additionally, the Select credit facilities will require a prepayment of borrowings of 50% of excess cash flow for fiscal year 2016, which will result in a prepayment of approximately $33.2 million based on excess cash flow for the year ended December 31, 2016. The Company expects to have the borrowing capacity and intends to use borrowings under the Select revolving facility to make the required prepayment during the quarter ended March 31, 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 (the "Additional Notes") at 101.50% of the aggregate principal amount resulting in gross proceeds of $111.7 million. 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 "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 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 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 Notes are fully and unconditionally guaranteed by all of Select's wholly owned subsidiaries. The 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 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 2016 % 2017 % 2018 % 2019 % Select is obligated to offer to repurchase the 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 Notes contains covenants that, among other things, limit Select's ability and the ability of certain of its subsidiaries to (i) grant liens on its assets, (ii) make dividend payments, other distributions or other restricted payments, (iii) incur restrictions on the ability of Select's restricted subsidiaries to pay dividends or make other payments, (iv) enter into sale and leaseback transactions, (v) merge, consolidate, transfer or dispose of substantially all of their assets, (vi) incur additional indebtedness, (vii) make investments, (viii) sell assets, including capital stock of subsidiaries, (ix) use the proceeds from sales of assets, including capital stock of restricted subsidiaries, and (x) enter into transactions with affiliates. In addition, the Indenture requires, among other things, Select to provide financial and current reports to holders of the 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 On June 1, 2015, MJ Acquisition Corporation, as the initial borrower, entered into a first lien credit agreement (the "Concentra credit agreement") and a second lien credit agreement (the "Concentra second lien credit agreement"). Concentra, as the surviving entity of the merger between MJ Acquisition Corporation and Concentra, became the borrower. The Concentra credit agreement provided for $500.0 million in first lien loans comprised of a $450.0 million, seven-year term loan ("Concentra first lien term loan") and a $50.0 million, five-year revolving credit facility (the "Concentra revolving facility" and, together with the Concentra first lien term loan, the "Concentra credit facilities"). The borrowings under the Concentra credit agreement are guaranteed, on a first lien basis, by Concentra Holdings, Inc., the direct parent of Concentra. Select and Holdings are not parties to the Concentra credit agreement and are not obligors with respect to Concentra's debt under such agreement. Borrowings under the Concentra credit agreement bear interest at a rate equal to: • in the case of the Concentra first lien term loan, Adjusted LIBO (as defined in the Concentra credit agreement) plus 3.00% (subject to an Adjusted LIBO Rate floor of 1.00%), or Alternate Base Rate (as defined in the Concentra credit agreement) plus 2.00% (subject to an Alternate Base Rate floor of 2.00%); and • in the case of the Concentra revolving facility, Adjusted LIBO plus a percentage ranging from 2.75% to 3.00%, or Alternate Base Rate plus a percentage ranging from 1.75% to 2.00%, in each case based on Concentra's leverage ratio. The Concentra second lien credit agreement provided for a $200.0 million eight-year second lien term loan ("Concentra second lien term loan"). The borrowings under the Concentra second lien credit agreement were guaranteed, on a second lien basis, by Concentra Holdings, Inc., the direct parent of Concentra. Select and Holdings are not parties to the Concentra second lien credit agreement and are not obligors with respect to Concentra's debt under such agreement. Borrowings under the Concentra second lien term loan bore interest at a rate equal to Adjusted LIBO Rate (as defined in the Concentra second lien credit agreement) plus 8.00% (subject to an Adjusted LIBO Rate floor of 1.00%), or Alternate Base Rate (as defined in the Concentra second lien credit agreement) plus 7.00% (subject to an Alternate Base Rate floor of 2.00%). On September 26, 2016, Concentra entered into a credit agreement amendment to the Concentra credit agreement dated June 1, 2015. 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 the Concentra second lien term loan due June 1, 2023; and also amended certain restrictive covenants to give Concentra greater operational flexibility. The Concentra first lien term loan amortizes in equal quarterly installments of $1.6 million through March 31, 2022, with the remaining unamortized aggregate principal due at maturity on June 1, 2022. The Concentra revolving facility matures on June 1, 2020. At December 31, 2016, Concentra had outstanding borrowings under the Concentra credit facilities of $642.2 million (excluding unamortized discounts and debt issuance costs totaling $15.9 million) of term loans. Concentra did not have any borrowings under the Concentra revolving facility. At December 31, 2016, Concentra had $43.4 million of availability under its revolving facility after giving effect to $6.6 million of outstanding letters of credit. Concentra will be required to prepay borrowings under the Concentra credit agreement 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 agreement) 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 hereunder 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. The Concentra credit facilities will require a prepayment of borrowings of 25% of excess cash flow for fiscal year 2016, which will result in a prepayment of approximately $23.1 million based on excess cash flow for the year ended December 31, 2016. Concentra expects to have the borrowing capacity and intends to use borrowings under the Concentra revolving facility and cash on hand to make the required prepayment during the quarter ended March 31, 2017. The Concentra credit agreement requires Concentra to maintain a leverage ratio (based upon the ratio of indebtedness for money borrowed to consolidated EBITDA, as defined in the Concentra credit agreement) of 5.75 to 1.00 which is tested quarterly, but only if Revolving Exposure (as defined in the Concentra credit agreement) exceeds 30% of Revolving Commitments (as defined in the Concentra 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 lenders, preclude Concentra from making further borrowings under the Concentra revolving facility and permit the 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. 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. Maturities of Long-Term Debt and Notes Payable Maturities of the Company's long-term debt and notes payable for the years after 2016 are approximately as follows: Select Concentra Total (in thousands) 2017 $ $ $ 2018 2019 2020 2021 2022 and beyond ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total principal Unamortized discounts and premiums ) ) ) Unamortized debt issuance costs ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on Early Retirement of Debt During the year ended December 31, 2014, the Company amended the Select term loans under the Select credit facilities, resulting in a loss on early retirement of debt of $2.3 million. The loss on early retirement of debt consisted of unamortized debt issuance costs, unamortized original issue discounts, and certain fees incurred related to term loan modifications. During the year ended December 31, 2016, the Company prepaid the series D tranche B term loans under the Select credit facilities, resulting in a loss on early retirement of debt of $0.8 million. The Company also prepaid its second lien term loan under the Concentra credit facilities, resulting in a loss on early retirement of debt of approximately $10.9 million. The losses on early retirement of debt consisted of a prepayment premium, unamortized debt issuance costs, and unamortized original issue discounts. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value | |
Fair Value | 9. Fair Value Financial instruments include cash and cash equivalents, notes payable, and long-term debt. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity of these instruments. The face values, carrying values, and fair values of the Company's 6.375% senior notes and credit facilities are as follows: December 31, 2015 December 31, 2016 Face Carrying Fair Face Carrying Fair (in thousands) Select 6.375% senior notes (1) $ $ $ $ $ $ Select credit facilities (2) Concentra credit facilities (3) (1) The carrying value includes an unamortized premium of $1.2 million and $1.0 million at December 31, 2015 and December 31, 2016, respectively, and unamortized debt issuance costs of $10.4 million and $8.5 million at December 31, 2015 and December 31, 2016, respectively. (2) The carrying value includes unamortized discounts of $2.8 million and $12.0 million at December 31, 2015 and December 31, 2016, respectively, and unamortized debt issuance costs of $7.4 million and $13.6 million at December 31, 2015 and December 31, 2016, respectively. (3) The carrying value includes unamortized discounts of $2.9 million and $2.8 million at December 31, 2015 and December 31, 2016, respectively, and unamortized debt issuance costs of $20.2 million and $13.1 million at December 31, 2015 and December 31, 2016, respectively. The fair value of the Select credit facilities and the Concentra credit facilities was based on quoted market prices for this debt in the syndicated loan market. The fair value of Select's 6.375% senior notes debt was based on quoted market prices. The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 10. Stockholders' Equity The following table summarizes the share activity for Holdings: For the Years Ended December 31, 2014 2015 2016 Restricted stock granted Common stock issued through stock option exercise Unvested restricted stock forfeitures Stock repurchases for satisfaction of tax obligations 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, 2017, 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. For the year ended December 31, 2014, Holdings repurchased 11,285,714 shares at a cost of $127.5 million, which includes transaction costs. During the year ended December 31, 2015, Holdings repurchased 1,032,334 shares at a cost of $13.6 million, which includes transaction costs. Holdings did not repurchase shares during the year ended December 31, 2016. The common stock repurchase program has available capacity of $185.2 million as of December 31, 2016. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Information | |
Segment Information | 11. Segment Information The Company's reportable segments consist of: specialty hospitals, outpatient rehabilitation, and Concentra. 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, Concentra acquisition costs, Physiotherapy acquisition costs, non-operating gain (loss), and equity in earnings (losses) of unconsolidated subsidiaries. The following tables summarize selected financial data for the Company's reportable segments. The segment results of Holdings are identical to those of Select. Year Ended December 31, 2014 Specialty Outpatient Concentra (2) Other Total (in thousands) Net revenue $ $ $ $ Adjusted EBITDA ) Total assets (1) : Capital expenditures Year Ended December 31, 2015 Specialty Outpatient Concentra (2) Other Total (in thousands) Net revenue $ $ $ $ $ Adjusted EBITDA ) Total assets (1) : Capital expenditures Year Ended December 31, 2016 Specialty Outpatient (3) Concentra Other Total (in thousands) Net revenue $ $ $ $ $ Adjusted EBITDA ) Total assets (1) : Capital expenditures A reconciliation of Adjusted EBITDA to income before income taxes is as follows: Year Ended December 31, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra (2) Other Total (in thousands) Adjusted EBITDA $ $ $ ) Depreciation and amortization ) ) ) Stock compensation expense — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations $ $ $ ) $ Loss on early retirement of debt ) Equity in earnings of unconsolidated subsidiaries Interest expense ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2015 Specialty Outpatient Concentra (2) Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — ) ) Concentra acquisition costs — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations $ $ $ $ ) $ Equity in earnings of unconsolidated subsidiaries Non-operating gain Interest expense ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2016 Specialty Outpatient (3) Concentra Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — ) ) Physiotherapy acquisition costs — — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations $ $ $ $ ) $ Loss on early retirement of debt ) Equity in earnings of unconsolidated subsidiaries Non-operating gain Interest expense ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The specialty hospitals segment includes $2.7 million in real estate assets held for sale on December 31, 2014 and 2015. The specialty hospitals segment includes $24.4 million in real estate assets held for sale on December 31, 2016. (2) The selected financial data for the Company's Concentra segment begins as of June 1, 2015, which is the date the Concentra acquisition was consummated. (3) 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. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock-based Compensation | |
Stock-based Compensation | 12. 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 and its existing plans were frozen. As of December 31, 2016, Holdings is authorized to grant up to 7,491,600 restricted stock and stock option awards under the Select Medical Holdings Corporation 2016 Equity Incentive Plan. 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. Holdings' equity plans allow for the use of unissued shares or treasury shares to be used to satisfy share based awards. The Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognizes the costs in the financial statements over the period during which employees are required to provide services. The Company values restricted stock grants by using the closing market price of its stock on the date of grant. There were no options granted during the year ended December 31, 2016. Transactions and other information related to restricted stock awards are as follows: Shares Weighted Average (share amounts in thousands) Unvested balance, January 1, 2016 $ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Unvested balance, December 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The weighted average grant date fair value of restricted stock awards granted for the years ended December 31, 2014, 2015, and 2016 was $13.61, $13.94, and $11.57, respectively. The total weighted average grant date fair value of restricted stock awards vested for the years ended December 31, 2014, 2015, and 2016 was $7.4 million, $9.0 million, and $8.4 million, respectively. As of December 31, 2016, there were 529,720 stock options outstanding and exercisable. The outstanding and exercisable shares have a weighted average exercise price of $9.09 and a weighted average remaining contractual life of 2.44 years. As of December 31, 2015, there were 743,000 stock options outstanding and 728,000 stock options exercisable. The total intrinsic value of options exercised for the years ended December 31, 2014, 2015, and 2016 was $6.0 million, $1.0 million, and $0.8 million, respectively. The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2016 was $2.2 million. Stock compensation expense recognized by the Company was as follows: For the Years Ended December 31, 2014 2015 2016 (in thousands) Stock compensation expense: Included in general and administrative $ $ $ Included in cost of services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock compensation expense based on current stock-based awards for each of the next five years is estimated to be as follows: 2017 2018 2019 2020 2021 (in thousands) Stock compensation expense $ $ $ $ $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Income Taxes | 13. Income Taxes The components of the Company's income tax expense for the years ended December 31, 2014, 2015, and 2016 were as follows: For the Years Ended December 31, 2014 2015 2016 (in thousands) Current expense: Federal $ $ $ State and local ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current income tax expense Deferred income tax expense (benefit) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total income tax expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliations of the statutory federal income tax rate to the effective income tax rate are as follows: For the Years 2014 2015 2016 Federal income tax at statutory rate % % % State and local income taxes, less federal income tax benefit Permanent differences Tax benefit from the sale of businesses — — ) Valuation allowance ) ) Uncertain tax positions ) ) ) Non-controlling interest ) ) ) Other ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total effective income tax rate % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company's deferred tax assets and liabilities are as follows: December 31, 2015 December 31, 2016 Total Current Non-Current Total Current Non-Current (in thousands) Deferred tax assets Allowance for doubtful accounts $ $ $ — $ $ $ — Compensation and benefit-related accruals Professional malpractice liability insurance Deferred revenue ) ) — — Net operating loss carryforwards — Stock options — — Equity investments — — Uncertain tax positions — — Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets before valuation allowance Valuation allowance ) ) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Deferred tax liabilities Deferred income ) ) ) ) ) ) Investment in unconsolidated affiliates ) — ) ) — ) Depreciation and amortization ) — ) ) — ) Other ) ) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax liabilities ) ) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net deferred taxes $ ) $ $ ) $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The valuation allowance as of December 31, 2016 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). The net deferred tax liabilities at December 31, 2015 and 2016 of approximately $190.0 million and $177.7 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, generation of income from the turning of existing deferred tax liabilities 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 $585.4 million. State net operating loss carry forwards expire and are subject to valuation allowances as follows: State Net Gross Valuation (in thousands) 2017 $ $ 2018 2019 2020 Thereafter through 2036 Reserves for Uncertain Tax Positions: The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when it is believed that certain positions might be challenged despite the Company's belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that have resulted from resolution of the tax position or expirations of statutes of limitations. The reconciliation of the Company's unrecognized tax benefits is as follows (in thousands): Gross tax contingencies—January 1, 2014 $ Reductions for tax positions taken in prior periods due primarily to statute expiration ) Additions for existing tax positions taken ​ ​ ​ ​ ​ Gross tax contingencies—December 31, 2014 Reductions for tax positions taken in prior periods due primarily to statute expiration ) Reductions for settlements with taxing authorities ) Additions for existing tax positions taken Reductions for existing tax positions taken ) ​ ​ ​ ​ ​ Gross tax contingencies—December 31, 2015 Reductions for tax positions taken in prior periods due primarily to statute expiration ) Additions for existing tax positions taken Additions included with acquisition ​ ​ ​ ​ ​ Gross tax contingencies—December 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2015 and 2016, the Company had $5.6 million and $3.8 million of unrecognized tax benefits, respectively, all of which, if fully recognized, would affect the Company's effective income tax rate. As of December 31, 2016, approximately $1.2 million of gross unrecognized tax benefits, including interest, will be eligible for release in the next 12 months due to the expiration of statutes of limitations. The Company's policy is to include interest related to income taxes in income tax expense. As of December 31, 2015 and December 31, 2016, the Company has accrued interest related to income taxes of $0.6 million and $0.3 million, net of federal income taxes, respectively. Interest recognized for each of the years ended December 31, 2014, 2015 and 2016 was $0.5 million, $0.3 million, and $0.1 million, net of federal income tax benefits, respectively. The federal statute of limitations remains open for tax years 2013 through 2016. State jurisdictions generally have statutes of limitations for tax returns ranging from three to five years. The state impact of any federal income tax changes remains subject to examination for a period of up to one year after formal notification to the states. Currently, the Company has one state income tax return under examination. |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2016 | |
Retirement Savings Plan | |
Retirement Savings Plan | 14. 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 7% 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 $9.3 million, $10.0 million, and $14.7 million during the years ended December 31, 2014, 2015, and 2016, respectively. For the period June 1, 2015 through December 31, 2015, Concentra sponsored a separate defined contribution retirement savings plan and incurred expenses related to this plan of $8.8 million. For the year ended December 31, 2016, Concentra employees participated in the defined contribution retirement savings plan sponsored by Select. |
Income per Share
Income per Share | 12 Months Ended |
Dec. 31, 2016 | |
Income per Share | |
Income per Share | 15. Income per Share The Company applies the two-class method for calculating and presenting income per common share. The two-class method is an earnings allocation formula that determines earnings per share for each class of stock participation rights in undistributed earnings. Under the two class method: (i) Net income attributable to Select Medical Holdings Corporation is reduced by any contractual amount of dividends in the current period for each class of stock. There were no contractual dividends for the years ended December 31, 2014, 2015, and 2016. (ii) The remaining income is allocated to common stock and unvested restricted stock to the extent that each security may participate in income, as if all of the earnings for the period had been distributed. The total income allocated to each security is determined by adding together the amount allocated for dividends in (i) above and the amount allocated for participation features. (iii) The income allocated to common stock is then divided by the weighted average number of outstanding shares for the period to which the earnings are allocated to determine the income per share for common stock. In applying the two-class method, the Company determined that undistributed earnings should be allocated equally on a per share basis between the common stock and unvested restricted stock due to the equal participation rights of the common stock and unvested restricted stock (i.e., the voting conversion rights). The following table sets forth the calculation of income per share in the Company's consolidated statements of operations and comprehensive income and the differences between basic weighted average shares outstanding and diluted weighted average shares outstanding used to compute basic and diluted earnings per share, respectively: For the Year Ended December 31, 2014 2015 2016 (in thousands, except per share Numerator: Net income attributable to Select Medical Holdings Corporation $ $ $ Less: Earnings allocated to unvested restricted stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average shares—basic Effect of dilutive securities: Stock options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares—diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic income per common share: $ $ $ Diluted income per common share: $ $ $ |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies Leases The Company leases facilities and equipment from unrelated parties under operating leases. Minimum future non-cancelable lease obligations on long-term operating leases in effect at December 31, 2016 are approximately as follows (in thousands): Total (in thousands) 2017 $ 2018 2019 2020 2021 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total rent expense for facility and equipment operating leases, including cancelable leases, for the years ended December 31, 2014, 2015, and 2016 was $169.1 million, $214.9 million, and $265.1 million, respectively. Facility rent expense to unrelated parties, a component of total rent expense, for the years ended December 31, 2014, 2015, and 2016 was $124.4 million, $165.3 million, and $220.8 million, respectively. The Company rents its corporate office space from related parties. The Company made payments for office rent, leasehold improvements, and miscellaneous expenses aggregating $4.4 million, $4.7 million, and $5.0 million for the years ended December 31, 2014, 2015, and 2016, respectively, to related parties. As of December 31, 2016, future rental commitments under outstanding agreements with related parties are approximately as follows (in thousands): 2017 $ 2018 2019 2020 2021 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Construction Commitments At December 31, 2016, the Company had outstanding commitments under construction contracts related to new construction, improvements, and renovations totaling approximately $86.0 million. Other A subsidiary of the Company has entered into a naming, promotional, and sponsorship agreement with an NFL team, through 2025, for the team's headquarters complex that requires a payment of $3.1 million in 2017. Each successive annual payment increases by 2.3% through 2025. 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, 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, subject to self-insured retention of $2.0 million per medical incident for professional liability claims and $2.0 million per occurrence for general liability claims. 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, from 2006 until April 2012, 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 replaces 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, and the District Court thereafter approved a case management plan imposing certain deadlines. In December 2015, the defendants filed a Motion to Dismiss the Second Amended Complaint on multiple grounds. One basis for the Motion to Dismiss was 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. The Affordable Care Act, enacted on March 23, 2010, altered the public disclosure bar language of the False Claims Act by, among other things, giving the United States the right to oppose dismissal of a case based on the public disclosure bar. In their Motion to Dismiss, the defendants contended that the public disclosure bar applies because substantially the same conduct as the plaintiff-relators have alleged had previously been publicly disclosed, including in a New York Times article and a prior qui tam case. A second basis for the defendants' Motion to Dismiss was that the plaintiff-relators did not plead their claims with sufficient particularity, as required by the Federal Rules of Civil Procedure. Then, based on the Affordable Care Act's changes to the public disclosure bar language of the False Claims Act, 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. The defendants filed briefs challenging the United States' contention that the statutory changes gives it an unfettered right to veto the applicability of the public disclosure bar. 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 upcoding and the plaintiff-relators' retaliation claims. 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. Knoxville Litigation. On July 13, 2015, the United States District Court for the Eastern District of Tennessee unsealed a qui tam Complaint in Armes v. Garman, et al, No. 3:14-cv-00172-TAV-CCS, which named as defendants Select, Select Specialty Hospital—Knoxville, Inc. ("SSH-Knoxville"), Select Specialty Hospital—North Knoxville, Inc. and ten current or former employees of these facilities. The Complaint was unsealed after the United States and the State of Tennessee notified the court on July 13, 2015 that each had decided not to intervene in the case. The Complaint is a civil action that was filed under seal on April 29, 2014 by a respiratory therapist formerly employed at SSH-Knoxville. The Complaint alleges violations of the federal False Claims Act and the Tennessee Medicaid False Claims Act based on extending patient stays to increase reimbursement and to increase average length of stay; artificially prolonging the lives of patients to increase Medicare reimbursements and decrease inspections; admitting patients who do not require medically necessary care; performing unnecessary procedures and services; and delaying performance of procedures to increase billing. The Complaint was served on some of the defendants during October 2015. In November 2015, the defendants filed a Motion to Dismiss the Complaint on multiple grounds. The defendants first argued that False Claims Act's first-to-file bar required dismissal of plaintiff-relator's claims. Under the first-to-file bar, if a qui tam case is pending, no person may bring a related action based on the facts underlying the first action. The defendants asserted that the plaintiff-relator's claims were based on the same underlying facts as were asserted in the Evansville litigation, discussed above. The defendants also argued that the plaintiff-relator's claims must be dismissed under the public disclosure bar, and because the plaintiff-relator did not plead his claims with sufficient particularity. In June 2016, the District Court granted the defendants' Motion to Dismiss and dismissed the plaintiff-relator's lawsuit in its entirety. The District Court ruled that the first-to-file bar precludes all but one of the plaintiff-relator's claims, and that the remaining claim must also be dismissed because the plaintiff-relator failed to plead it with sufficient particularity. In July 2016, the plaintiff-relator filed a Notice of Appeal to the United States Court of Appeals for the Sixth Circuit. Then, on October 11, 2016, the plaintiff-relator filed a Motion to Remand the case to the District Court for further proceedings, arguing that the September 30, 2016 decision in the Evansville litigation, discussed above, undermines the basis for the District Court's dismissal. 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 on May 12, 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 on January 13, 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. The Complaint has not been served on the Select defendants. The Company intends to vigorously defend this action if the plaintiff-relator pursues it, but at this time the Company is unable to predict the timing and outcome of this matter. |
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, 2016 | |
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 | 17. 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 guaranteed, except for customary limitations, on a senior basis by all of Select's wholly owned subsidiaries (the "Subsidiary Guarantors") which is defined as a subsidiary where Select or a subsidiary of Select holds all of the outstanding ownership interests. Certain of Select's subsidiaries did not guarantee the 6.375% senior notes (the "Non-Guarantor Subsidiaries" and Concentra Group Holdings 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 at December 31, 2015 and 2016 and for the years ended December 31, 2014, 2015, and 2016. 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 Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Current deferred tax asset — Intercompany receivables — — (a) — Prepaid income taxes — — — Other current assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Current Assets ) Property and equipment, net — Investment in affiliates — — (b)(c) — Goodwill — — — Identifiable intangibles, net — — — Non-current deferred tax asset — — — (d) — Other assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets $ $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Equity Current Liabilities: Bank overdrafts $ $ — $ — $ — $ — $ Current portion of long-term debt and notes payable — Accounts payable — Intercompany payables — — (a) — Accrued payroll — Accrued vacation — Accrued interest — — — Accrued other — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — (d) Other non-current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities ) Redeemable non-controlling interests — — — Stockholder's Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) ) (c) ) Subsidiary investment — (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Select Medical Corporation Stockholder's Equity ) Non-controlling interests — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Equity ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Equity $ $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries' earnings. (d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net operating revenues $ $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: Cost of services — General and administrative — — — Bad debt expense — — Depreciation and amortization — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total costs and expenses — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) ) — — — Intercompany management fees ) ) — — — Loss on early retirement of debt ) — — ) — ) Equity in earnings of unconsolidated subsidiaries — — — Non-operating gain — — — Interest expense ) ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations before income taxes ) ) — Income tax expense (benefit) ) — Equity in earnings of subsidiaries ) — — (a) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ) ) Less: Net income (loss) attributable to non-controlling interests — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to Select Medical Corporation $ $ $ ) $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Operating activities Net income $ $ $ ) $ $ ) (a) $ Adjustments to reconcile net income to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries — — — Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaries — ) ) — — ) Loss on early retirement of debt — — — Loss (gain) on sale of assets and businesses ) ) ) — ) Gain on sale of equity investment — ) — — — ) Impairment of equity investment — — — — Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes ) — — ) — ) Changes in operating assets and liabilities, net of effects from acquisition of businesses: Equity in earnings of subsidiaries ) — — (a) — Accounts receivable — ) ) — ) Other current assets ) ) — Other assets ) ) — Accounts payable ) — ) Accrued expenses ) ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities Acquisition of businesses, net of cash acquired ) ) ) ) — ) Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Proceeds from sale of equity investment — — — — Proceeds from sale of assets and businesses — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ) ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities Borrowings on revolving facilities — — — — Payments on revolving facilities ) — — ) — ) Net proceeds from term loans — — — Payments on term loans ) — — ) — ) Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Proceeds from bank overdrafts — — — — Dividends paid to Holdings ) — — — — ) Equity investment by Holdings — — — — Intercompany ) — — — Proceeds from issuance of non-controlling interests — — — — Purchase of non-controlling interests — — ) — — ) Distributions to non-controlling interests — — ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase in cash and cash equivalents — Cash and cash equivalents at beginning of period — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Current deferred tax asset — Intercompany receivables — — ) (a) — Prepaid income taxes — — — Other current assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Current Assets ) Property and equipment, net — Investment in affiliates — — ) (b)(c) — Goodwill — — — Identifiable intangibles, net — — — Non-current deferred tax asset — — — ) (d) — Other assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets $ $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Equity Current Liabilities: Bank overdrafts $ $ — $ — $ — $ — $ Current portion of long-term debt and notes payable — Accounts payable — Intercompany payables — — ) (a) — Accrued payroll — Accrued vacation — Accrued interest — — Accrued other — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — ) (d) Other non-current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities ) Redeemable non-controlling interests — — Stockholder's Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) ) ) (c) ) Subsidiary investment — ) (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Select Medical Corporation Stockholder's Equity ) Non-controlling interests — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Equity ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Equity $ $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries' earnings. (d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated Select (in thousands) Net operating revenues $ $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total costs and expenses — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — — Intercompany management fees ) ) — — — Non-operating gain — — — — Equity in earnings of unconsolidated subsidiaries — — — Interest expense ) ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations before income taxes ) ) — Income tax expense (benefit) ) ) ) — Equity in earnings of subsidiaries — — ) (a) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ) ) Less: Net income (loss) attributable to non-controlling interests — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to Select Medical Corporation $ $ $ $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated Select (in thousands) Operating activities Net income $ $ $ $ ) $ ) (a) $ Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — — — Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaries — ) ) — — ) Loss (gain) on sale of assets and businesses — ) — ) Gain on sale of equity investment — ) — — — ) Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes ) — — — ) Changes in operating assets and liabilities, net of effects of business combinations: Equity in earnings of subsidiaries ) ) — — (a) — Accounts receivable — ) ) — ) Other current assets ) ) ) — ) Other assets ) — — Accounts payable ) — Accrued expenses ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities Acquisition of businesses, net of cash acquired — — ) ) — ) Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Proceeds from sale of equity investment — — — — Proceeds from sale of assets and businesses — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ) ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities Borrowings on revolving facilities — — — Payments on revolving facilities ) — — ) — ) Net proceeds from term loans — — — — Payments on term loans ) — — ) — ) Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Proceeds from bank overdrafts — — — — Dividends paid to Holdings ) — — — — ) Equity investment by Holdings — — — — Tax benefit from stock based awards — — — — Intercompany ) ) ) — — Proceeds from issuance of non-controlling interests — — — — Purchase of non-controlling interests — — ) — — ) Distributions to non-controlling interests — — ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities ) ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ) — Cash and cash equivalents at beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Net operating revenues $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total costs and expenses — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — Intercompany management fees ) ) — — Equity in earnings of unconsolidated subsidiaries — — Loss on early retirement of debt ) — — — ) Interest expense ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations before income taxes ) — Income tax expense (benefit) ) — Equity in earnings of subsidiaries — (a) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ) Less: Net income attributable to non-controlling interests — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Select Medical Corporation $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating activities Net income $ $ $ $ (a) $ Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — — Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaries — ) ) — ) Loss on early retirement of debt — — — Loss (gain) on sale of assets and businesses — ) — ) Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes — — — Changes in operating assets and liabilities, net of effects of business combinations: Equity in earnings of subsidiaries ) ) — (a) — Accounts receivable — ) ) — ) Other current assets ) — ) Other assets ) ) — ) Accounts payable — Accrued expenses ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities Acquisition of businesses, net of cash acquired — ) ) — ) Purchases of property and equipment ) ) ) — ) Investment in businesses — ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities Borrowings on revolving facilities — — — Payments on revolving facilities ) — — — ) Payments on term loans ) — — — ) Net proceeds from 6.375% senior notes issuance — — — Term loan financing costs ) — — — ) Borrowings of other debt — — Principal payments on other debt ) ) ) — ) Proceeds from bank overdrafts — — — Dividends paid to Holdings ) — — — ) Equity investment by Holdings — — — Tax benefit from stock based awards — — — Intercompany ) — — Proceeds from issuance of non-controlling interests — — — Purchase of non-controlling interests — ) — — ) Distributions to non-controlling interests — — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in financing activities ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ) ) ) — ) Cash and cash equivalents at beginning of period — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of consolidated subsidiaries. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events | |
Subsequent Events | 18. Subsequent Events As announced on January 27, 2017, the Company is in negotiations to refinance Select's senior secured credit facility. The Company expects that its new senior secured credit facility, which will replace the Select credit facilities, will consist of $1,150.0 million of term loans with an interest rate of LIBOR plus 3.50% subject to a 1.00% LIBOR floor and a $450.0 million revolving credit facility with an interest rate of LIBOR plus 3.25%. The proposed refinancing is subject to customary terms and conditions, including negotiation and execution of definitive documentation. The Company anticipates that the refinancing, if completed, would close in March of 2017. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data (Unaudited) | |
Selected Quarterly Financial Data (Unaudited) | 19. 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 income per common share which is limited to Select Medical Holdings Corporation. First Second Third Fourth (in thousands, except per share amounts) Year ended December 31, 2015 Net operating revenues $ $ $ $ Income from operations Net income attributable to Select Medical Holdings Corporation Income per common share (1) : Basic $ $ $ $ Diluted $ $ $ $ First Second Third Fourth (in thousands, except per share amounts) Year ended December 31, 2016 Net operating revenues $ $ $ $ Income from operations Net income attributable to Select Medical Holdings Corporation Income per common share (1) : Basic $ $ $ $ Diluted $ $ $ $ (1) Due to rounding, the summation of quarterly income per share balances may not equal year to date equivalents. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Schedule II - Valuation and Qualifying Accounts | |
Schedule II - Valuation and Qualifying Accounts | Select Medical Holdings Corporation Schedule II—Valuation and Qualifying Accounts Description Balance at Charged to Deductions (1) Balance at (in thousands) Allowance for Doubtful Accounts Year ended December 31, 2016 $ $ $ ) $ Year ended December 31, 2015 $ $ $ ) $ Year ended December 31, 2014 $ $ $ ) $ Income Tax Valuation Allowance Year ended December 31, 2016 $ $ $ — $ Year ended December 31, 2015 $ $ ) $ — $ Year ended December 31, 2014 $ $ ) $ — $ (1) Allowance for doubtful accounts deductions represent write-offs against the reserve for 2014, 2015, and 2016. |
Organization and Significant 28
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its majority owned subsidiaries, limited liability companies, and limited partnerships the Company and its subsidiaries control through ownership of general and limited partnership or membership interests. All intercompany balances and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and liabilities, at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: accounts receivable and allowance for doubtful accounts, depreciable lives of assets, intangible assets and liabilities, insurance, and 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. |
Cash and Cash Equivalents | 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 market value. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company reports accounts receivable at estimated net realizable values. 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. Collection of these accounts receivable is the Company's primary source of cash and is critical to its operating performance. The Company's primary collection risks relate to non-governmental payors who insure these patients 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 net accounts receivable balance and accounted for approximately 1.2% of the net accounts receivable balance before doubtful accounts at both December 31, 2015 and 2016. The Company's general policy is to verify insurance coverage prior to the date of admission for a patient admitted to the Company's hospitals, or in the case of the Company's outpatient rehabilitation clinics and Concentra medical centers, the Company verifies insurance coverage prior to their first visit. The Company's estimate for the allowance for doubtful accounts is calculated by applying a reserve allowance based upon the age of an account balance. This method is monitored based on historical cash collections experience and write-off experience. Collections are impacted by the effectiveness of the Company's collection efforts with non-governmental payors and regulatory or administrative disruptions with the fiscal intermediaries that pay the Company's governmental receivables. Uncollected accounts are written off the balance sheet when they are turned over to an outside collection agency, or when management determines that the balance is uncollectible, whichever occurs first. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash balances and trade receivables. The Company invests its excess cash with large financial institutions. The Company grants unsecured credit to its patients, most of who reside in the service area of the Company's facilities and are insured under third-party payor agreements. 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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. 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 5 - 15 years Buildings 40 years Building improvements 5 - 25 years Furniture and equipment 3 - 20 years The Company reviews the realizability of long-lived assets whenever events or circumstances occur which indicate recorded costs may not be recoverable. Gains or losses related to the retirement or disposal of property and equipment are reported as a component of income from operations. |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Finite-lived intangible assets and liabilities are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted. If such a pattern cannot be reliably determined, other intangible assets are amortized on a straight-line basis over their estimated lives. Goodwill and certain other indefinite-lived intangible assets are not amortized, but instead are subject to periodic impairment evaluations. In performing the quantitative periodic impairment tests, the fair value of the reporting unit is compared to its carrying value, including goodwill and other intangible assets. If the carrying value exceeds the fair value and an impairment condition exists, an impairment loss would be recognized. To determine the fair value of its reporting units, the Company applies both a discounted cash flow ("DCF") income and market approach. Included in the DCF income approach, specific for each reporting unit, are assumptions regarding revenue growth rate, future Adjusted EBITDA margin estimates, future general and administrative expense rates, and the industry's weighted average cost of capital and industry specific market comparable Adjusted EBITDA multiples. The Company also must estimate residual values at the end of the forecast period and future capital expenditure requirements. Each of these assumptions requires the Company to use its knowledge of its industry, its recent transactions, and reasonable performance expectations for its operations. If any one of the above assumptions changes or fails to materialize, the resulting decline in the Company's estimated fair value could result in an impairment charge to the goodwill associated with any one of the reporting units. 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. For purposes of goodwill impairment assessment, the Company has defined its reporting units as specialty hospitals, outpatient rehabilitation, and Concentra. 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. The Company's most recent impairment assessment was completed during the fourth quarter of 2016 utilizing financial information as of October 1, 2016 and indicated that there was no impairment with respect to goodwill or other identifiable intangible assets. Identifiable assets and liabilities acquired in connection with business combinations accounted for under the purchase method are recorded at their respective fair values. Deferred income taxes have been recorded to the extent of differences between the fair value and the tax basis of the assets acquired and liabilities assumed. The Company allocates the purchase price to identifiable intangible assets. At December 31, 2016, identifiable intangible assets and liabilities consist of the values assigned to trademarks, certificates of need, accreditations, customer relationships, non-compete agreements, and leasehold interests. Management believes that the estimated useful lives established are reasonable based on the economic factors applicable to each of the identifiable intangible assets and liabilities. The approximate useful life of each class of intangible assets and liabilities is as follows: Trademarks Indefinite Certificates of need Indefinite Accreditations Indefinite Customer relationships 8 - 16 years Leasehold interests 1 - 9 years Non-compete agreements 1 - 15 years The Company reviews the realizability of identifiable intangible assets whenever events or circumstances occur which indicate recorded amounts may not be recoverable. If the expected future cash flows (undiscounted) 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 | Equity Method Investments Investments in equity method investees are accounted for using the equity method based upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of 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 exceeds its carrying amount, the investment balance is reduced to zero. The Company resumes accounting for the investment under the equity method if the entity 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 investments in companies accounted for using the equity method for impairment when there is evidence or indicators that a decrease in value may be other than temporary. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to notes and loans are recognized as a direct deduction from the carrying value of the debt liability on the consolidated balance sheets. Debt issuance costs related to line-of-credit arrangements are presented as part of other assets on the consolidated balance sheets. Debt issuance costs are subsequently amortized and recognized as interest expense using the effective interest method over the term of the related indebtedness. Whenever indebtedness is modified from its original terms or exchanged, an evaluation is made whether an accounting modification or accounting extinguishment has occurred. |
Due to Third-Party Payors | Due to Third-Party Payors Due to third-party payors represents the difference between amounts received under interim payment plans from Medicare and Medicaid for services rendered and amounts estimated to be reimbursed by those third-party payors upon settlement of cost reports. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As part of the process of preparing its consolidated financial statements, the Company estimates income taxes based on its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for book and tax purposes. The Company also recognizes as deferred tax assets the future tax benefits from net operating loss carry forwards. The Company evaluates the realizability of these deferred tax assets by assessing their valuation allowances and by adjusting the amount of such allowances, if necessary. 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 | 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 for which it will be ultimately responsible 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. |
Non-Controlling Interests | Non-Controlling Interests The ownership interests held by other parties in subsidiaries, limited liability companies and limited partnerships controlled by the Company are classified as non-controlling interests. Some of our non-controlling ownership interests consist of outside parties that have certain redemption rights that, if exercised, require the Company to purchase the parties ownership interest. These interests are classified and reported as redeemable non-controlling interests and they have been adjusted to their approximate redemption values. As of December 31, 2015 and 2016, the Company believes the redemption amounts of these ownership interests approximate the fair value of those interests. Net income (loss) of entities controlled by the Company that are less than wholly owned require attribution of net income (loss) amounts to each non-controlling ownership interest and to the Company in the consolidated statements of operations and comprehensive income. The following table summarizes the net income (loss) attributable to non-controlling interests and redeemable non-controlling interests. The results of Holdings are identical to those of Select. For the Years Ended 2014 2015 2016 (in thousands) Attributable to non-controlling interests $ $ $ ) Attributable to redeemable non-controlling interests ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to non-controlling interests $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Revenue Recognition | Revenue Recognition Net operating revenues consists primarily of patient service revenues and revenues generated from services provided to healthcare institutions under contractual arrangements and are recognized as services are rendered. Patient service revenue is reported net of provisions for contractual allowances from third-party payors and patients. The Company has agreements with third-party payors that provide for payments to the Company at amounts different from its established billing rates. The differences between the estimated program reimbursement rates and the standard billing rates are accounted for as contractual adjustments, which are deducted from gross revenues to arrive at net operating revenues. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, per diem, and per visit payments. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. Accounts receivable resulting from such payment arrangements are recorded net of contractual allowances. 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 45%, 37% and 30% of the Company's net operating revenues for the years ended December 31, 2014, 2015 and 2016, respectively. Approximately 24% and 18% of the Company's accounts receivable (after allowances for contractual adjustments but before doubtful accounts) are from Medicare at December 31, 2015 and 2016, respectively. As a provider of services to the Medicare program, the Company is subject to extensive regulations. The inability of any of the Company's specialty hospitals or outpatient rehabilitation clinics to comply with regulations can result in significant changes in that specialty hospital's or outpatient rehabilitation clinic's net operating revenues generated from the Medicare program. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory . Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The ASU requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The standard will be effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the standard to determine the impact it will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , which addresses the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017. The Company does not anticipate changes to current accounting policies or the need to retrospectively adjust previously presented consolidated financial statements as a result of the adoption of the guidance in the new standard. In February 2016, the FASB issued ASU 2016-02, Leases . This ASU includes a lessee accounting model that recognizes two types of leases; finance and operating. This ASU requires that a lessee recognize on the balance sheet assets and liabilities for all leases with lease terms of more than twelve months. Lessees will need to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability. 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. For short-term leases of twelve months or less, lessees are permitted to make an accounting election by class of underlying asset not to recognize right-of-use assets or lease liabilities. If the alternative is elected, lease expense would be recognized generally on the straight-line basis over the respective lease term. The amendments in ASU 2016-02 will take effect for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted as of the beginning of an interim or annual reporting period. A modified retrospective approach is required for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Upon adoption, the Company will recognize significant assets and liabilities on the consolidated balance sheets as a result of the operating lease obligations of the Company. Operating lease expense will still be recognized as rent expense on a straight-line basis over the respective lease term in the consolidated statements of operations and comprehensive income. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which changes the presentation of deferred income taxes. The intent is to simplify the presentation of deferred income taxes through the requirement that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The revised guidance is effective for annual fiscal periods beginning after December 15, 2016. Early adoption is permitted. The Company will adopt the guidance in this ASU in the first quarter of 2017. Upon adoption, deferred tax assets and liabilities will no longer be classified as current and will instead be classified as noncurrent on the consolidated balance sheets. The Company will still be required to offset deferred tax assets and liabilities for each taxpaying entity within a tax jurisdiction. In May 2014, March 2016, April 2016, and December 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , ASU 2016-08, Revenue from Contracts with Customers , Principal versus Agent Considerations , ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer (collectively "the standards"), respectively, which supersede most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. The original standards were effective for fiscal years beginning after December 15, 2016; however, in July 2015, the FASB approved a one-year deferral of these standards, with a new effective date for fiscal years beginning after December 15, 2017. The standards require the selection of a retrospective or cumulative effect transition method. The Company will adopt the guidance beginning January 1, 2018, using a retrospective transition method. The Company anticipates the most significant change will be how the estimate for the allowance for doubtful accounts will be recognized under the new standards. Under the current standards, the Company's estimate for amounts not expected to be collected based on our historical experience have been recorded to bad debt expense. Under the new standards, the Company's estimate for amounts not expected to be collected based on historical experience will be recognized as a reduction to revenue. Subsequent changes in estimates of collectability due to a change in the financial status of a payor, for example a bankruptcy, will continue to be recognized as bad debt expense. Amounts previously written off to the allowance for bad debts as a result of our inability to collect payment will be recognized as a reduction to revenue under the new standard. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation , which simplifies various aspects of accounting for share-based payments. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences and classification on the statements of cash flows. During the fourth quarter of 2016, the Company adopted and applied the standard on a prospective basis beginning January 1, 2016. The Company has elected to recognize the effect of forfeitures in compensation cost when they occur. There was no retrospective impact to the consolidated financial statements, including the consolidated statements of cash flows, as a result of the adoption of this standard. In April and August 2015, the FASB issued ASU 2015-03 and ASU 2015-15, each titled Interest—Imputation of Interest, to simplify the presentation of debt issuance costs. The standard requires debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The FASB also confirmed that debt issuance costs related to line-of-credit arrangements will continue to be recognized as an asset and amortized over the term of the arrangement. The Company adopted the standard at the beginning of the first quarter of 2016. The balance sheet as of December 31, 2015 was retrospectively conformed to reflect the adoption of the standard and approximately $38.0 million of unamortized debt issuance costs were reclassified to be a direct reduction of debt, rather than a component of other assets. |
Organization and Significant 29
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Significant Accounting Policies | |
Schedule of range of useful lives | Land improvements 2 - 25 years Leasehold improvements 5 - 15 years Buildings 40 years Building improvements 5 - 25 years Furniture and equipment 3 - 20 years |
Schedule of approximate useful life of intangible assets and liabilities | Trademarks Indefinite Certificates of need Indefinite Accreditations Indefinite Customer relationships 8 - 16 years Leasehold interests 1 - 9 years Non-compete agreements 1 - 15 years |
Schedule of net income (loss) attributable to non-controlling interests and redeemable non-controlling interests | For the Years Ended 2014 2015 2016 (in thousands) Attributable to non-controlling interests $ $ $ ) Attributable to redeemable non-controlling interests ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to non-controlling interests $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Acquisitions | |
Schedule of pro forma unaudited results of operations | For the Years Ended 2015 2016 (in thousands, except per share amounts) Net revenue $ $ Net income Income per common share: Basic $ $ Diluted $ $ |
Physiotherapy | |
Acquisitions | |
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 allocation of the consideration given for identifiable net assets and goodwill acquired to the net cash paid for the acquired business (in thousands): Cash and cash equivalents $ Identifiable tangible assets, excluding cash and cash equivalents Identifiable intangible assets Goodwill ​ ​ ​ ​ ​ Total assets Total liabilities Acquired non-controlling interests ​ ​ ​ ​ ​ Net assets acquired Less: Cash and cash equivalents acquired ) ​ ​ ​ ​ ​ Net cash paid $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of intangible assets acquired | Amount Weighted Average (in thousands) (in years) Non-compete agreements $ 14.8 Leasehold interests 3.5 Trademarks Indefinite ​ ​ ​ ​ ​ ​ ​ ​ Total identifiable intangible assets $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Concentra Inc | |
Acquisitions | |
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 allocation of the consideration given for identifiable net assets and goodwill acquired to the net cash paid for the acquired business (in thousands): Cash and cash equivalents $ Identifiable tangible assets, excluding cash and cash equivalents Identifiable intangible assets Goodwill ​ ​ ​ ​ ​ Total assets Total liabilities Acquired non-controlling interests ​ ​ ​ ​ ​ Net assets acquired Less: Cash and cash equivalents acquired ) ​ ​ ​ ​ ​ Net cash paid $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Schedule of components of property and equipment | December 31, 2015 2016 (in thousands) Land $ $ Leasehold improvements Buildings Furniture and equipment Construction-in-progress ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment Accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Intangible Assets and Liabili32
Intangible Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets and Liabilities | |
Schedule of the Company's goodwill and identifiable intangible assets and liabilities | December 31, 2015 2016 Gross Accumulated Net Gross Accumulated Net (in thousands) Goodwill $ $ — $ $ $ — $ Identifiable intangibles—Indefinite lived assets: Trademarks — — Certificates of need — — Accreditations — — Identifiable intangibles—Finite lived assets: Customer relationships ) ) Favorable leasehold interests ) ) Non-compete agreements — — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total identifiable intangible assets $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Identifiable intangibles—Finite lived liabilities: Unfavorable leasehold interests $ $ ) $ $ $ ) $ |
Schedule of changes in goodwill | Specialty Outpatient Concentra Total (in thousands) Balance as of January 1, 2015 $ $ $ — $ Acquired — Sold — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2015 $ $ $ $ Acquired Measurement period adjustment — — Sold ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2016 $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments | |
Schedule of Company's ownership interest | As of December 31, 2015 and 2016, these businesses consist primarily of the following ownership interests: BIR JV, LLP % OHRH, LLC % GlobalRehab—Scottsdale, LLC % Rehabilitation Institute of Denton, LLC % ES Rehabilitation, LLC % |
Long-Term Debt and Notes Paya34
Long-Term Debt and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long-Term Debt and Notes Payable | |
Schedule of Company's long-term debt and notes payable | December 31, 2015 2016 (in thousands) Select 6.375% senior notes (1) $ $ Select credit facilities: Select revolving facility Select term loans (2) Other—Select ​ ​ ​ ​ ​ ​ ​ ​ Total Select debt Less: Select current maturities ​ ​ ​ ​ ​ ​ ​ ​ Select long-term debt maturities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Concentra credit facilities: Concentra revolving facility $ $ — Concentra term loans (3) Other—Concentra ​ ​ ​ ​ ​ ​ ​ ​ Total Concentra debt Less: Concentra current maturities ​ ​ ​ ​ ​ ​ ​ ​ Concentra long-term debt maturities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current maturities $ $ Total long-term debt maturities ​ ​ ​ ​ ​ ​ ​ ​ Total debt $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Includes unamortized premium of $1.2 million and $1.0 million at December 31, 2015 and 2016, respectively. Includes unamortized debt issuance costs of $10.4 million and $8.5 million at December 31, 2015 and 2016, respectively. (2) Includes unamortized discounts of $2.8 million and $12.0 million at December 31, 2015 and 2016, respectively. Includes unamortized debt issuance costs of $7.4 million and $13.6 million at December 31, 2015 and 2016, respectively. (3) Includes unamortized discounts of $2.9 million and $2.8 million at December 31, 2015 and 2016, respectively. Includes unamortized debt issuance costs of $20.2 million and $13.1 million at December 31, 2015 and 2016, respectively. |
Schedule of redemption prices of senior notes | Year Redemption Price 2016 % 2017 % 2018 % 2019 % |
Schedule of maturities of the Company's long-term debt and notes payable | Select Concentra Total (in thousands) 2017 $ $ $ 2018 2019 2020 2021 2022 and beyond ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total principal Unamortized discounts and premiums ) ) ) Unamortized debt issuance costs ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value | |
Schedule of carrying amounts and estimated fair values of financial instruments | December 31, 2015 December 31, 2016 Face Carrying Fair Face Carrying Fair (in thousands) Select 6.375% senior notes (1) $ $ $ $ $ $ Select credit facilities (2) Concentra credit facilities (3) (1) The carrying value includes an unamortized premium of $1.2 million and $1.0 million at December 31, 2015 and December 31, 2016, respectively, and unamortized debt issuance costs of $10.4 million and $8.5 million at December 31, 2015 and December 31, 2016, respectively. (2) The carrying value includes unamortized discounts of $2.8 million and $12.0 million at December 31, 2015 and December 31, 2016, respectively, and unamortized debt issuance costs of $7.4 million and $13.6 million at December 31, 2015 and December 31, 2016, respectively. (3) The carrying value includes unamortized discounts of $2.9 million and $2.8 million at December 31, 2015 and December 31, 2016, respectively, and unamortized debt issuance costs of $20.2 million and $13.1 million at December 31, 2015 and December 31, 2016, respectively. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity | |
Schedule of share activity | For the Years Ended December 31, 2014 2015 2016 Restricted stock granted Common stock issued through stock option exercise Unvested restricted stock forfeitures Stock repurchases for satisfaction of tax obligations |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Information | |
Schedule of selected financial data for the Company's reportable segments | Year Ended December 31, 2014 Specialty Outpatient Concentra (2) Other Total (in thousands) Net revenue $ $ $ $ Adjusted EBITDA ) Total assets (1) : Capital expenditures Year Ended December 31, 2015 Specialty Outpatient Concentra (2) Other Total (in thousands) Net revenue $ $ $ $ $ Adjusted EBITDA ) Total assets (1) : Capital expenditures Year Ended December 31, 2016 Specialty Outpatient (3) Concentra Other Total (in thousands) Net revenue $ $ $ $ $ Adjusted EBITDA ) Total assets (1) : Capital expenditures |
Schedule of reconciliation of Adjusted EBITDA to income before income taxes | Year Ended December 31, 2014 Specialty Hospitals Outpatient Rehabilitation Concentra (2) Other Total (in thousands) Adjusted EBITDA $ $ $ ) Depreciation and amortization ) ) ) Stock compensation expense — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations $ $ $ ) $ Loss on early retirement of debt ) Equity in earnings of unconsolidated subsidiaries Interest expense ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2015 Specialty Outpatient Concentra (2) Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — ) ) Concentra acquisition costs — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations $ $ $ $ ) $ Equity in earnings of unconsolidated subsidiaries Non-operating gain Interest expense ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2016 Specialty Outpatient (3) Concentra Other Total (in thousands) Adjusted EBITDA $ $ $ $ ) Depreciation and amortization ) ) ) ) Stock compensation expense — — ) ) Physiotherapy acquisition costs — — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations $ $ $ $ ) $ Loss on early retirement of debt ) Equity in earnings of unconsolidated subsidiaries Non-operating gain Interest expense ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The specialty hospitals segment includes $2.7 million in real estate assets held for sale on December 31, 2014 and 2015. The specialty hospitals segment includes $24.4 million in real estate assets held for sale on December 31, 2016. (2) The selected financial data for the Company's Concentra segment begins as of June 1, 2015, which is the date the Concentra acquisition was consummated. (3) 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. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock-based Compensation | |
Schedule of restricted stock award transactions and other information | Shares Weighted Average (share amounts in thousands) Unvested balance, January 1, 2016 $ Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Unvested balance, December 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of stock compensation expense recognized | For the Years Ended December 31, 2014 2015 2016 (in thousands) Stock compensation expense: Included in general and administrative $ $ $ Included in cost of services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of stock compensation expense based on current stock-based awards for each of the next five years | 2017 2018 2019 2020 2021 (in thousands) Stock compensation expense $ $ $ $ $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Schedule of the components of the Company's income tax expense | For the Years Ended December 31, 2014 2015 2016 (in thousands) Current expense: Federal $ $ $ State and local ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current income tax expense Deferred income tax expense (benefit) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total income tax expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliations of the statutory federal income tax rate to the effective income tax rate | For the Years 2014 2015 2016 Federal income tax at statutory rate % % % State and local income taxes, less federal income tax benefit Permanent differences Tax benefit from the sale of businesses — — ) Valuation allowance ) ) Uncertain tax positions ) ) ) Non-controlling interest ) ) ) Other ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total effective income tax rate % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of the Company's deferred tax assets and liabilities | December 31, 2015 December 31, 2016 Total Current Non-Current Total Current Non-Current (in thousands) Deferred tax assets Allowance for doubtful accounts $ $ $ — $ $ $ — Compensation and benefit-related accruals Professional malpractice liability insurance Deferred revenue ) ) — — Net operating loss carryforwards — Stock options — — Equity investments — — Uncertain tax positions — — Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets before valuation allowance Valuation allowance ) ) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Deferred tax liabilities Deferred income ) ) ) ) ) ) Investment in unconsolidated affiliates ) — ) ) — ) Depreciation and amortization ) — ) ) — ) Other ) ) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax liabilities ) ) ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net deferred taxes $ ) $ $ ) $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of state net operating loss carry forwards | State Net Gross Valuation (in thousands) 2017 $ $ 2018 2019 2020 Thereafter through 2036 |
Schedule of reconciliation of the Company's unrecognized tax benefits | The reconciliation of the Company's unrecognized tax benefits is as follows (in thousands): Gross tax contingencies—January 1, 2014 $ Reductions for tax positions taken in prior periods due primarily to statute expiration ) Additions for existing tax positions taken ​ ​ ​ ​ ​ Gross tax contingencies—December 31, 2014 Reductions for tax positions taken in prior periods due primarily to statute expiration ) Reductions for settlements with taxing authorities ) Additions for existing tax positions taken Reductions for existing tax positions taken ) ​ ​ ​ ​ ​ Gross tax contingencies—December 31, 2015 Reductions for tax positions taken in prior periods due primarily to statute expiration ) Additions for existing tax positions taken Additions included with acquisition ​ ​ ​ ​ ​ Gross tax contingencies—December 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Income per Share (Tables)
Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income per Share | |
Schedule of computation of basic and diluted income per common share | For the Year Ended December 31, 2014 2015 2016 (in thousands, except per share Numerator: Net income attributable to Select Medical Holdings Corporation $ $ $ Less: Earnings allocated to unvested restricted stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Weighted average shares—basic Effect of dilutive securities: Stock options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares—diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic income per common share: $ $ $ Diluted income per common share: $ $ $ |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of minimum future non-cancelable lease obligations on long-term operating leases | Minimum future non-cancelable lease obligations on long-term operating leases in effect at December 31, 2016 are approximately as follows (in thousands): Total (in thousands) 2017 $ 2018 2019 2020 2021 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Related party | |
Schedule of minimum future non-cancelable lease obligations on long-term operating leases | As of December 31, 2016, future rental commitments under outstanding agreements with related parties are approximately as follows (in thousands): 2017 $ 2018 2019 2020 2021 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Financial Information for Sub42
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Current deferred tax asset — Intercompany receivables — — (a) — Prepaid income taxes — — — Other current assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Current Assets ) Property and equipment, net — Investment in affiliates — — (b)(c) — Goodwill — — — Identifiable intangibles, net — — — Non-current deferred tax asset — — — (d) — Other assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets $ $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Equity Current Liabilities: Bank overdrafts $ $ — $ — $ — $ — $ Current portion of long-term debt and notes payable — Accounts payable — Intercompany payables — — (a) — Accrued payroll — Accrued vacation — Accrued interest — — — Accrued other — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — (d) Other non-current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities ) Redeemable non-controlling interests — — — Stockholder's Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) ) (c) ) Subsidiary investment — (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Select Medical Corporation Stockholder's Equity ) Non-controlling interests — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Equity ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Equity $ $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries' earnings. (d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Assets Current Assets: Cash and cash equivalents $ $ $ $ $ — $ Accounts receivable, net — — Current deferred tax asset — Intercompany receivables — — ) (a) — Prepaid income taxes — — — Other current assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Current Assets ) Property and equipment, net — Investment in affiliates — — ) (b)(c) — Goodwill — — — Identifiable intangibles, net — — — Non-current deferred tax asset — — — ) (d) — Other assets — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets $ $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Equity Current Liabilities: Bank overdrafts $ $ — $ — $ — $ — $ Current portion of long-term debt and notes payable — Accounts payable — Intercompany payables — — ) (a) — Accrued payroll — Accrued vacation — Accrued interest — — Accrued other — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Current Liabilities ) Long-term debt, net of current portion — Non-current deferred tax liability — ) (d) Other non-current liabilities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities ) Redeemable non-controlling interests — — Stockholder's Equity: Common stock — — — — Capital in excess of par — — — — Retained earnings (accumulated deficit) ) ) ) ) (c) ) Subsidiary investment — ) (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Select Medical Corporation Stockholder's Equity ) Non-controlling interests — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Equity ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Equity $ $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries' earnings. (d) Reclass of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. |
Schedule of Condensed Consolidating Statement of Operations | Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Net operating revenues $ $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: Cost of services — General and administrative — — — Bad debt expense — — Depreciation and amortization — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total costs and expenses — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) ) — — — Intercompany management fees ) ) — — — Loss on early retirement of debt ) — — ) — ) Equity in earnings of unconsolidated subsidiaries — — — Non-operating gain — — — Interest expense ) ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations before income taxes ) ) — Income tax expense (benefit) ) — Equity in earnings of subsidiaries ) — — (a) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ) ) Less: Net income (loss) attributable to non-controlling interests — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to Select Medical Corporation $ $ $ ) $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated Select (in thousands) Net operating revenues $ $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total costs and expenses — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — — Intercompany management fees ) ) — — — Non-operating gain — — — — Equity in earnings of unconsolidated subsidiaries — — — Interest expense ) ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations before income taxes ) ) — Income tax expense (benefit) ) ) ) — Equity in earnings of subsidiaries — — ) (a) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ) ) Less: Net income (loss) attributable to non-controlling interests — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to Select Medical Corporation $ $ $ $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Net operating revenues $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: Cost of services — General and administrative ) — — Bad debt expense — — Depreciation and amortization — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total costs and expenses — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ) — Other income and expense: Intercompany interest and royalty fees ) — — Intercompany management fees ) ) — — Equity in earnings of unconsolidated subsidiaries — — Loss on early retirement of debt ) — — — ) Interest expense ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations before income taxes ) — Income tax expense (benefit) ) — Equity in earnings of subsidiaries — (a) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ) Less: Net income attributable to non-controlling interests — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income attributable to Select Medical Corporation $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of subsidiaries. |
Schedule of Condensed Consolidating Statement of Cash Flows | Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated (in thousands) Operating activities Net income $ $ $ ) $ $ ) (a) $ Adjustments to reconcile net income to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries — — — Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaries — ) ) — — ) Loss on early retirement of debt — — — Loss (gain) on sale of assets and businesses ) ) ) — ) Gain on sale of equity investment — ) — — — ) Impairment of equity investment — — — — Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes ) — — ) — ) Changes in operating assets and liabilities, net of effects from acquisition of businesses: Equity in earnings of subsidiaries ) — — (a) — Accounts receivable — ) ) — ) Other current assets ) ) — Other assets ) ) — Accounts payable ) — ) Accrued expenses ) ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities Acquisition of businesses, net of cash acquired ) ) ) ) — ) Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Proceeds from sale of equity investment — — — — Proceeds from sale of assets and businesses — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ) ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities Borrowings on revolving facilities — — — — Payments on revolving facilities ) — — ) — ) Net proceeds from term loans — — — Payments on term loans ) — — ) — ) Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Proceeds from bank overdrafts — — — — Dividends paid to Holdings ) — — — — ) Equity investment by Holdings — — — — Intercompany ) — — — Proceeds from issuance of non-controlling interests — — — — Purchase of non-controlling interests — — ) — — ) Distributions to non-controlling interests — — ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase in cash and cash equivalents — Cash and cash equivalents at beginning of period — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Non-Guarantor Eliminations Consolidated Select (in thousands) Operating activities Net income $ $ $ $ ) $ ) (a) $ Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — — — Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaries — ) ) — — ) Loss (gain) on sale of assets and businesses — ) — ) Gain on sale of equity investment — ) — — — ) Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes ) — — — ) Changes in operating assets and liabilities, net of effects of business combinations: Equity in earnings of subsidiaries ) ) — — (a) — Accounts receivable — ) ) — ) Other current assets ) ) ) — ) Other assets ) — — Accounts payable ) — Accrued expenses ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities Acquisition of businesses, net of cash acquired — — ) ) — ) Purchases of property and equipment ) ) ) ) — ) Investment in businesses — ) — — — ) Proceeds from sale of equity investment — — — — Proceeds from sale of assets and businesses — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ) ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities Borrowings on revolving facilities — — — Payments on revolving facilities ) — — ) — ) Net proceeds from term loans — — — — Payments on term loans ) — — ) — ) Borrowings of other debt — — Principal payments on other debt ) ) ) ) — ) Proceeds from bank overdrafts — — — — Dividends paid to Holdings ) — — — — ) Equity investment by Holdings — — — — Tax benefit from stock based awards — — — — Intercompany ) ) ) — — Proceeds from issuance of non-controlling interests — — — — Purchase of non-controlling interests — — ) — — ) Distributions to non-controlling interests — — ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities ) ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ) — Cash and cash equivalents at beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Select (Parent Subsidiary Non-Guarantor Eliminations Consolidated (in thousands) Operating activities Net income $ $ $ $ (a) $ Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — — Depreciation and amortization — Provision for bad debts — — Equity in earnings of unconsolidated subsidiaries — ) ) — ) Loss on early retirement of debt — — — Loss (gain) on sale of assets and businesses — ) — ) Stock compensation expense — — — Amortization of debt discount, premium and issuance costs — — — Deferred income taxes — — — Changes in operating assets and liabilities, net of effects of business combinations: Equity in earnings of subsidiaries ) ) — (a) — Accounts receivable — ) ) — ) Other current assets ) — ) Other assets ) ) — ) Accounts payable — Accrued expenses ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities Acquisition of businesses, net of cash acquired — ) ) — ) Purchases of property and equipment ) ) ) — ) Investment in businesses — ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities Borrowings on revolving facilities — — — Payments on revolving facilities ) — — — ) Payments on term loans ) — — — ) Net proceeds from 6.375% senior notes issuance — — — Term loan financing costs ) — — — ) Borrowings of other debt — — Principal payments on other debt ) ) ) — ) Proceeds from bank overdrafts — — — Dividends paid to Holdings ) — — — ) Equity investment by Holdings — — — Tax benefit from stock based awards — — — Intercompany ) — — Proceeds from issuance of non-controlling interests — — — Purchase of non-controlling interests — ) — — ) Distributions to non-controlling interests — — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in financing activities ) ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ) ) ) — ) Cash and cash equivalents at beginning of period — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of period $ $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of equity in earnings of consolidated subsidiaries. |
Selected Quarterly Financial 43
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Data (Unaudited) | |
Schedule of selected unaudited quarterly financial data | First Second Third Fourth (in thousands, except per share amounts) Year ended December 31, 2015 Net operating revenues $ $ $ $ Income from operations Net income attributable to Select Medical Holdings Corporation Income per common share (1) : Basic $ $ $ $ Diluted $ $ $ $ First Second Third Fourth (in thousands, except per share amounts) Year ended December 31, 2016 Net operating revenues $ $ $ $ Income from operations Net income attributable to Select Medical Holdings Corporation Income per common share (1) : Basic $ $ $ $ Diluted $ $ $ $ (1) Due to rounding, the summation of quarterly income per share balances may not equal year to date equivalents. |
Organization and Significant 44
Organization and Significant Accounting Policies - Business Description, Accounts Receivable and Allowance for Doubtful Accounts (Details) | 12 Months Ended | |
Dec. 31, 2016segmentitem | Dec. 31, 2015 | |
Business Description | ||
Number of Operating Segments | segment | 3 | |
Number of specialty hospitals operated by the entity | 123 | |
Number of outpatient clinics operated by the entity | 1,611 | |
Number of freestanding medical centers | 300 | |
Number of medical facilities | 107 | |
Number of Department of Veterans Affairs community-based outpatient clinics | 32 | |
Number of states in which the entity had operations | 46 | |
Accounts Receivable and Allowance for Doubtful Accounts | ||
Deductibles, co-payments and self-insured amounts as a percentage of net accounts receivable balance before doubtful accounts | 1.20% | 1.20% |
Organization and Significant 45
Organization and Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
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 | 5 years |
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 | 25 years |
Furniture and equipment | Minimum | |
Property and equipment | |
Estimated useful lives | 3 years |
Furniture and equipment | Maximum | |
Property and equipment | |
Estimated useful lives | 20 years |
Organization and Significant 46
Organization and Significant Accounting Policies - Intangible Assets and Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | |
Intangible Assets and Liabilities | ||
Impairment to goodwill or other identifiable intangible assets | $ 0 | |
Customer relationships | Minimum | ||
Intangible Assets and Liabilities | ||
Useful life of intangible assets | 8 years | |
Customer relationships | Maximum | ||
Intangible Assets and Liabilities | ||
Useful life of intangible assets | 16 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 | 9 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 |
Organization and Significant 47
Organization and Significant Accounting Policies - Non-Controlling Interests and Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net income (loss) attributable to non-controlling interests and redeemable non-controlling interests | |||
Attributable to noncontrolling interests | $ (2,620) | $ 7,450 | $ 6,138 |
Net income attributable to non-controlling interests | 9,859 | 5,260 | 7,548 |
Non-controlling Interests | |||
Net income (loss) attributable to non-controlling interests and redeemable non-controlling interests | |||
Attributable to noncontrolling interests | (2,620) | 7,450 | 6,138 |
Attributable to redeemable noncontrolling interests | $ 12,479 | $ (2,190) | $ 1,410 |
Net operating revenues | Customer concentration | Medicare program | |||
Revenue Recognition | |||
Percentage of concentration risk | 30.00% | 37.00% | 45.00% |
Accounts receivable | Customer concentration | Medicare program | |||
Revenue Recognition | |||
Percentage of concentration risk | 18.00% | 24.00% |
Organization and Significant 48
Organization and Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Adoption Of ASU 2015-03 and ASU 2015-15 | Adjustment for recently adopted accounting pronouncements | |
Recently Adopted Accounting Pronouncements | |
Debt issuance costs, now classified as a direct deduction of the debt liability | $ 38 |
Acquisitions - Physiotherapy Ac
Acquisitions - Physiotherapy Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 04, 2016 | |
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Goodwill | $ 2,751,000 | $ 2,314,624 | $ 1,642,083 | |
Net cash paid to acquire businesses | 472,206 | $ 1,061,628 | $ 1,211 | |
Physiotherapy | ||||
Acquisitions | ||||
Voting equity interests acquired | 100.00% | |||
Acquisition costs | 3,200 | |||
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 | 343,019 | |||
Total assets | 475,675 | |||
Total liabilities | 54,517 | |||
Acquired non-controlling interests | 2,514 | |||
Net assets acquired | 418,644 | |||
Net cash paid to acquire businesses | 406,304 | |||
Carrying value of unfavorable leasehold interests | $ 1,900 | |||
Weighted average amortization period of intangible liabilities (in years) | 3 years 10 months 24 days | |||
Estimated value of goodwill, deductible for tax purposes | $ 8,800 | |||
Physiotherapy | Non-compete agreements | ||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Identifiable intangible assets | $ 24,234 | |||
Weighted Average Amortization Period (in years) | 14 years 9 months 18 days | |||
Physiotherapy | Leasehold interests | ||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Identifiable intangible assets | $ 4,160 | |||
Weighted Average Amortization Period (in years) | 3 years 6 months | |||
Physiotherapy | Trademarks | ||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Identifiable intangible assets | $ 4,090 |
Acquisitions - Concentra Acquis
Acquisitions - Concentra Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 01, 2015 | May 31, 2015 | |
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Goodwill | $ 2,751,000 | $ 2,314,624 | $ 1,642,083 | ||
Net cash paid to acquire businesses | 472,206 | 1,061,628 | $ 1,211 | ||
Concentra Inc | |||||
Contributed net revenue and net income | |||||
Contributed net revenue | 1,000,000 | ||||
Contributed net income | $ 14,900 | ||||
Concentra Inc | Humana | MJ Acquisition Corporation | |||||
Acquisitions | |||||
Voting equity interests acquired | 100.00% | ||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Cash and cash equivalents | 3,772 | ||||
Identifiable tangible assets, excluding cash and cash equivalents | 406,926 | ||||
Identifiable intangible assets | 254,990 | ||||
Goodwill | 651,152 | ||||
Total assets | 1,316,840 | ||||
Total liabilities | 248,797 | ||||
Acquired non-controlling interests | 17,084 | ||||
Net assets acquired | 1,050,959 | ||||
Net cash paid to acquire businesses | $ 1,047,187 | ||||
Estimated value of goodwill, deductible for tax purposes | $ 23,900 |
Acquisitions - Proforma Results
Acquisitions - Proforma Results and Other Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Acquisitions | |||
Net cash paid to acquire businesses | $ 472,206 | $ 1,061,628 | $ 1,211 |
Goodwill | 2,751,000 | 2,314,624 | 1,642,083 |
Issuance of non-controlling interests | 50,178 | 14,569 | 1,693 |
Pro Forma | |||
Pro forma results of operations | |||
Net revenue | 4,339,551 | 4,477,088 | |
Net income | $ 113,590 | $ 119,763 | |
Income per common share: | |||
Basic (in dollars per share) | $ 0.86 | $ 0.91 | |
Diluted (in dollars per share) | $ 0.86 | $ 0.91 | |
Specialty Hospitals | |||
Acquisitions | |||
Goodwill | $ 1,447,406 | $ 1,357,379 | 1,335,460 |
Outpatient Rehabilitation | |||
Acquisitions | |||
Goodwill | 643,557 | 306,595 | 306,623 |
Concentra | |||
Acquisitions | |||
Goodwill | 660,037 | 650,650 | |
Physiotherapy | |||
Acquisitions | |||
Net cash paid to acquire businesses | 406,304 | ||
Goodwill | 343,019 | ||
Income per common share: | |||
Acquisition costs included (excluded) from proforma results | 3,200 | ||
Physiotherapy | Pro Forma | |||
Income per common share: | |||
Acquisition costs included (excluded) from proforma results | (3,200) | 3,200 | |
Concentra Inc | Pro Forma | |||
Income per common share: | |||
Acquisition costs included (excluded) from proforma results | (4,700) | ||
Other Acquisitions | |||
Acquisitions | |||
Net cash paid to acquire businesses | 65,600 | 14,400 | 1,200 |
Goodwill | 1,900 | ||
Issuance of non-controlling interests | 38,300 | 14,700 | 1,700 |
Other Acquisitions | Specialty Hospitals | |||
Acquisitions | |||
Goodwill | 96,800 | 21,900 | 900 |
Transfer of business net assets | 17,700 | ||
Non-operating gain to bargain purchase | 9,500 | ||
Other Acquisitions | Outpatient Rehabilitation | |||
Acquisitions | |||
Goodwill | 2,300 | $ 1,000 | |
Other Acquisitions | Concentra | |||
Acquisitions | |||
Goodwill | $ 4,600 | $ 4,200 |
Sale of Businesses (Details)
Sale of Businesses (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)item | |
Sale of Businesses | |
Gain on disposal | $ 35.6 |
Contract Therapy | Disposed by Sale | |
Sale of Businesses | |
Gain on disposal | 33.9 |
Total consideration from sale of businesses | 65 |
Outpatient Rehabilitation | Disposed by Sale | |
Sale of Businesses | |
Gain on disposal | $ 1.7 |
Number of businesses sold | item | 9 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and equipment | |||
Total property and equipment | $ 1,404,968 | $ 1,312,847 | |
Accumulated depreciation | (512,751) | (448,723) | |
Property and equipment, net | 892,217 | 864,124 | |
Depreciation expense | 129,000 | 96,100 | $ 67,900 |
Land | |||
Property and equipment | |||
Total property and equipment | 76,987 | 76,118 | |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment | 309,504 | 295,647 | |
Buildings | |||
Property and equipment | |||
Total property and equipment | 421,017 | 411,376 | |
Furniture and equipment | |||
Property and equipment | |||
Total property and equipment | 432,944 | 382,838 | |
Construction-in-progress | |||
Property and equipment | |||
Total property and equipment | $ 164,516 | $ 146,868 |
Intangible Assets and Liabili54
Intangible Assets and Liabilities - Carrying Value and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets and Liabilities (including Goodwill) | |||
Goodwill | $ 2,751,000 | $ 2,314,624 | $ 1,642,083 |
Accumulated Amortization | (27,339) | (9,091) | |
Total identifiable intangible assets, Gross Carrying Amount | 367,901 | 327,766 | |
Identifiable Intangible Assets, Net (Excluding Goodwill), Total | 340,562 | 318,675 | |
Identifiable intangibles-Finite lived liabilities: | |||
Unfavorable leasehold interests, Gross Carrying Amount | 5,139 | 3,257 | |
Unfavorable leasehold interests, Accumulated Amortization | (1,410) | (292) | |
Unfavorable leasehold interests, Net Carrying Amount | 3,729 | 2,965 | |
Customer relationships | |||
Intangible Assets and Liabilities (including Goodwill) | |||
Identifiable intangibles - Finite lived assets, Gross Carrying Amount | 142,198 | 141,265 | |
Accumulated Amortization | (23,185) | (8,514) | |
Identifiable intangibles - Finite lived assets, Net Carrying Amount | 119,013 | 132,751 | |
Estimated amortization expense | |||
2,017 | 16,400 | ||
2,018 | 16,400 | ||
2,019 | 16,400 | ||
2,020 | 16,400 | ||
2,021 | 16,400 | ||
Leasehold interests | |||
Intangible Assets and Liabilities (including Goodwill) | |||
Identifiable intangibles - Finite lived assets, Gross Carrying Amount | 13,089 | 8,825 | |
Accumulated Amortization | (2,317) | (577) | |
Identifiable intangibles - Finite lived assets, Net Carrying Amount | 10,772 | 8,248 | |
Non-compete agreements | |||
Intangible Assets and Liabilities (including Goodwill) | |||
Identifiable intangibles - Finite lived assets, Gross Carrying Amount | 26,655 | ||
Accumulated Amortization | (1,837) | ||
Identifiable intangibles - Finite lived assets, Net Carrying Amount | 24,818 | ||
Customer relationships and non-compete agreements | |||
Amortized intangible assets: | |||
Amortization expense | 16,300 | 8,900 | $ 500 |
Trademarks | |||
Intangible Assets and Liabilities (including Goodwill) | |||
Identifiable intangibles - Indefinite lived assets | $ 166,698 | 162,609 | |
Identifiable intangibles-Finite lived liabilities: | |||
Weighted average time until next renewal | 2 years 10 months 24 days | ||
Certificates of need | |||
Intangible Assets and Liabilities (including Goodwill) | |||
Identifiable intangibles - Indefinite lived assets | $ 17,026 | 13,022 | |
Accreditations | |||
Intangible Assets and Liabilities (including Goodwill) | |||
Identifiable intangibles - Indefinite lived assets | $ 2,235 | $ 2,045 | |
Identifiable intangibles-Finite lived liabilities: | |||
Weighted average time until next renewal | 1 year 6 months |
Intangible Assets and Liabili55
Intangible Assets and Liabilities - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | ||
Balance at the beginning of the year | $ 2,314,624 | $ 1,642,083 |
Goodwill acquired during year | 446,702 | 672,569 |
Purchase accounting adjustment | 4,825 | |
Sold | (15,151) | (28) |
Balance at the end of the year | 2,751,000 | 2,314,624 |
Specialty Hospitals | ||
Goodwill | ||
Balance at the beginning of the year | 1,357,379 | 1,335,460 |
Goodwill acquired during year | 96,785 | 21,919 |
Sold | (6,758) | |
Balance at the end of the year | 1,447,406 | 1,357,379 |
Outpatient Rehabilitation | ||
Goodwill | ||
Balance at the beginning of the year | 306,595 | 306,623 |
Goodwill acquired during year | 345,355 | |
Sold | (8,393) | (28) |
Balance at the end of the year | 643,557 | 306,595 |
Concentra | ||
Goodwill | ||
Balance at the beginning of the year | 650,650 | |
Goodwill acquired during year | 4,562 | 650,650 |
Purchase accounting adjustment | 4,825 | |
Balance at the end of the year | $ 660,037 | $ 650,650 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net operating revenues from contracted services and management fees to related parties | $ 164.2 | $ 146 | $ 129.3 |
Non-operating gain (loss) from sale of an equity method investment | (5.1) | $ 29.6 | |
Non Operating gain related to final settlement of sale of entity | $ 2.5 | ||
BIR JV, LLP | |||
Percentage of ownership | 49.00% | 49.00% | |
OHRH, LLC | |||
Percentage of ownership | 49.00% | 49.00% | |
GlobalRehab - Scottsdale, LLC | |||
Percentage of ownership | 49.00% | 49.00% | |
Rehabilitation Institute of Denton, LLC | |||
Percentage of ownership | 50.00% | 50.00% | |
ES Rehabilitation, LLC | |||
Percentage of ownership | 49.00% | 49.00% | |
Other assets | |||
Equity method investments | $ 100 | $ 101.4 |
Insurance Risk Programs (Detail
Insurance Risk Programs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Insurance Risk Programs | ||
Discount rate for provisions for losses for professional liability (as a percent) | 3.00% | 3.00% |
Liability recorded after discounting | $ 147.4 | $ 157.4 |
Value of aggregate liability, if the entity did not discount the provisions for losses | $ 152.7 | $ 165.8 |
Long-Term Debt and Notes Paya58
Long-Term Debt and Notes Payable (Details) $ in Thousands | Mar. 04, 2016USD ($) | Mar. 03, 2016 | Mar. 02, 2016USD ($) | Dec. 11, 2015USD ($) | Dec. 10, 2015 | Jun. 01, 2015USD ($) | Mar. 04, 2015USD ($) | Oct. 23, 2014USD ($)item | Mar. 11, 2014USD ($) | Mar. 04, 2014USD ($) | Mar. 03, 2014 | Dec. 31, 2015USD ($) | Mar. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013 | Sep. 26, 2016USD ($) | May 20, 2015USD ($) | May 28, 2013USD ($) |
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | $ 2,385,896 | $ 2,698,989 | ||||||||||||||||||
Less: current maturities | 225,166 | 13,656 | ||||||||||||||||||
Long-term debt, net of current portion | 2,160,730 | 2,685,333 | ||||||||||||||||||
Net proceeds from 6.375% senior notes issuance | $ 109,355 | |||||||||||||||||||
Loss on Early Retirement of Debt | ||||||||||||||||||||
Loss on early retirement of debt | $ 11,626 | 2,277 | ||||||||||||||||||
2,016 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Redemption Price ( as a percent) | 104.781% | |||||||||||||||||||
2,017 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Redemption Price ( as a percent) | 103.188% | |||||||||||||||||||
2,018 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Redemption Price ( as a percent) | 101.594% | |||||||||||||||||||
2,019 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Redemption Price ( as a percent) | 100.00% | |||||||||||||||||||
Select | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Less: current maturities | 225,166 | $ 13,656 | ||||||||||||||||||
Long-term debt, net of current portion | $ 2,160,730 | 2,685,333 | ||||||||||||||||||
Unamortized debt issuance costs | $ 35,133 | |||||||||||||||||||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | |||||||||||||||||||
Future principal prepayments from excess cash flow | $ 33,200 | |||||||||||||||||||
Net proceeds from 6.375% senior notes issuance | 109,355 | |||||||||||||||||||
Maturities of Long-Term Debt and Notes Payable | ||||||||||||||||||||
2,017 | 26,734 | |||||||||||||||||||
2,018 | 758,233 | |||||||||||||||||||
2,019 | 24,720 | |||||||||||||||||||
2,020 | 12,959 | |||||||||||||||||||
2,021 | 1,312,005 | |||||||||||||||||||
2022 and beyond | 613,205 | |||||||||||||||||||
Total principal | 2,747,856 | |||||||||||||||||||
Unamortized discounts and premiums | (13,734) | |||||||||||||||||||
Unamortized debt issuance costs | (35,133) | |||||||||||||||||||
Total | 2,698,989 | |||||||||||||||||||
Loss on Early Retirement of Debt | ||||||||||||||||||||
Loss on early retirement of debt | $ 11,626 | 2,277 | ||||||||||||||||||
Select | 6.375% senior notes | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% | |||||||||||||||||
Aggregate principal amount | $ 600,000 | |||||||||||||||||||
Select | 6.375% senior notes | Prior to June 1, 2016 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Percentage of principal amount at which notes may be required to be repurchased in event of change of control by the entity | 101.00% | |||||||||||||||||||
Select | Senior secured credit facility | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Maximum borrowing capacity | $ 450,000 | |||||||||||||||||||
Select | Senior secured credit facility | Adjusted LIBO | Adjusted one-month LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Select | Senior secured credit facility | Alternate Base Rate | Adjusted one-month LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||||||||||||
Select | Senior secured credit facility | Alternate Base Rate | JP Morgan Chase Bank, N.A's Prime Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | JPMorgan Chase Bank, N.A.'s prime rate | |||||||||||||||||||
Select | Senior secured credit facility | Alternate Base Rate | Federal Funds Effective Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate as a portion of 1% over weighted average rate on overnight Federal Funds (as a percent) | 0.50% | |||||||||||||||||||
Select | Senior secured credit facility | Maximum | Leverage ratio equal to 4.50 to 1.00 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Leverage ratio of financial maintenance covenant | 4.50% | |||||||||||||||||||
Select | Senior secured credit facility | Maximum | Leverage ratio equal to 5.00 to 1.00 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Leverage ratio of financial maintenance covenant | 5.00% | |||||||||||||||||||
Select | Revolving credit facility | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Number of credit extension amendments | item | 2 | |||||||||||||||||||
Commitment fee (as a percent) | 0.50% | |||||||||||||||||||
Current borrowing capacity | $ 190,300 | |||||||||||||||||||
Outstanding letters of credit | $ 39,700 | |||||||||||||||||||
Select | Revolving credit facility | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 3.75% | |||||||||||||||||||
Select | Revolving credit facility | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||
Select | Revolving credit facility | Maximum | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 3.75% | |||||||||||||||||||
Select | Revolving credit facility | Maximum | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||
Select | Revolving credit facility | Minimum | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||
Select | Revolving credit facility | Minimum | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 1.75% | |||||||||||||||||||
Select | Revolving credit facility that matures on March 1, 2018 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Extended amount of revolving credit facility | $ 6,750 | |||||||||||||||||||
Amount of incremental revolving commitments | $ 50,000 | $ 100,000 | ||||||||||||||||||
Maximum borrowing capacity | $ 450,000 | |||||||||||||||||||
Select | Term loans | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | |||||||||||||||||||
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% | |||||||||||||||||||
Loss on Early Retirement of Debt | ||||||||||||||||||||
Loss on early retirement of debt | $ 2,300 | |||||||||||||||||||
Select | Series B tranche B term loans | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 3.25% | |||||||||||||||||||
Select | Series B tranche B term loans | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 2.25% | |||||||||||||||||||
Select | Series C tranche B term loans | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 3.00% | |||||||||||||||||||
Select | Series C tranche B term loans | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 2.00% | |||||||||||||||||||
Select | Series C tranche B term loans | Adjusted LIBO Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO Rate floor | |||||||||||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||||||||||||
Select | Series E tranche B term loans | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Unamortized discounts and debt issuance costs | $ 4,800 | |||||||||||||||||||
Extended amount of borrowing on term loan | $ 56,200 | |||||||||||||||||||
Maximum borrowing capacity | 527,400 | |||||||||||||||||||
Select | Series E tranche B term loans | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 4.00% | |||||||||||||||||||
Select | Series E tranche B term loans | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 3.00% | |||||||||||||||||||
Select | Series E tranche B term loans | Adjusted LIBO Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO Rate floor | |||||||||||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||||||||||||
Select | Series F tranche B term loans | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Unamortized discounts and debt issuance costs | 20,700 | |||||||||||||||||||
Maximum borrowing capacity | 620,300 | |||||||||||||||||||
Select | Series D tranche B term loans | ||||||||||||||||||||
Loss on Early Retirement of Debt | ||||||||||||||||||||
Loss on early retirement of debt | 800 | |||||||||||||||||||
Select | Series D tranche B term loans | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||
Select | Series D tranche B term loans | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base | |||||||||||||||||||
Interest rate margin (as a percent) | 1.75% | |||||||||||||||||||
Select | Series D tranche B term loans | Adjusted LIBO Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO Rate floor | |||||||||||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||||||||||||
Select | Additional Notes | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate of debt (as a percent) | 6.375% | |||||||||||||||||||
Aggregate principal amount | $ 110,000 | |||||||||||||||||||
Issue price (as a percent) | 101.50% | |||||||||||||||||||
Net proceeds from 6.375% senior notes issuance | $ 111,700 | |||||||||||||||||||
Select | Second Lien Credit Agreement | ||||||||||||||||||||
Loss on Early Retirement of Debt | ||||||||||||||||||||
Loss on early retirement of debt | $ 10,900 | |||||||||||||||||||
Select | Amended senior secured facilities | Senior secured credit facility | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Leverage ratio of financial maintenance covenant | 5.40% | |||||||||||||||||||
Select | Amended senior secured facilities | Senior secured credit facility | Maximum | Leverage ratio equal to 5.00 to 1.00 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Leverage ratio of financial maintenance covenant | 5.00% | |||||||||||||||||||
Select | Amended senior secured facilities | Senior secured credit facility | Maximum | Leverage ratio equal to 5.75 to 1.00 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Leverage ratio of financial maintenance covenant | 5.75% | 5.75% | ||||||||||||||||||
Select | Amended senior secured facilities | Series E tranche B term loans | Prior to March 4, 2015 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Prepayment premium (as a percent) | 1.00% | |||||||||||||||||||
Select | Amended senior secured facilities | Series E tranche B term loans | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | Adjusted LIBO | Adjusted LIBO | |||||||||||||||||
Interest rate margin (as a percent) | 5.00% | 4.00% | 2.75% | |||||||||||||||||
Select | Amended senior secured facilities | Series E tranche B term loans | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | Alternate Base Rate | Alternate Base Rate | |||||||||||||||||
Interest rate margin (as a percent) | 4.00% | 3.00% | 1.75% | |||||||||||||||||
Select | Amended senior secured facilities | Series E tranche B term loans | Adjusted LIBO Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO Rate floor | Adjusted LIBO Rate floor | Adjusted LIBO Rate floor | |||||||||||||||||
Interest rate margin (as a percent) | 1.00% | 1.00% | 1.00% | |||||||||||||||||
Select | Amended senior secured facilities | Series F tranche B term loans | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Prepayment premium (as a percent) | 1.00% | |||||||||||||||||||
Aggregate principal amount | $ 625,000 | |||||||||||||||||||
Frequency of installment payments | quarterly | |||||||||||||||||||
Principal payments, quarterly installments (as a percent) | 0.25% | |||||||||||||||||||
Select | Amended senior secured facilities | Series F tranche B term loans | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 5.00% | |||||||||||||||||||
Select | Amended senior secured facilities | Series F tranche B term loans | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 4.00% | |||||||||||||||||||
Select | Amended senior secured facilities | Series F tranche B term loans | Adjusted LIBO Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate of debt (as a percent) | 1.00% | |||||||||||||||||||
Select | Amended senior secured facilities | Series D tranche B term loans | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||
Select | Amended senior secured facilities | Series D tranche B term loans | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 1.75% | |||||||||||||||||||
Concentra Inc | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | $ 634,971 | $ 631,553 | ||||||||||||||||||
Less: current maturities | 2,261 | 4,660 | ||||||||||||||||||
Long-term debt, net of current portion | 632,710 | 626,893 | ||||||||||||||||||
Unamortized debt issuance costs | $ 13,090 | |||||||||||||||||||
Percentage of excess cash flow to be used for prepayment of debt | 25.00% | |||||||||||||||||||
Future principal prepayments from excess cash flow | $ 23,100 | |||||||||||||||||||
Maturities of Long-Term Debt and Notes Payable | ||||||||||||||||||||
2,017 | 7,634 | |||||||||||||||||||
2,018 | 6,617 | |||||||||||||||||||
2,019 | 6,636 | |||||||||||||||||||
2,020 | 6,656 | |||||||||||||||||||
2,021 | 6,678 | |||||||||||||||||||
2022 and beyond | 613,195 | |||||||||||||||||||
Total principal | 647,416 | |||||||||||||||||||
Unamortized discounts and premiums | (2,773) | |||||||||||||||||||
Unamortized debt issuance costs | (13,090) | |||||||||||||||||||
Total | 631,553 | |||||||||||||||||||
Concentra Inc | Revolving credit facility | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | 5,000 | |||||||||||||||||||
Current borrowing capacity | 43,400 | |||||||||||||||||||
Outstanding letters of credit | 6,600 | |||||||||||||||||||
Concentra Inc | Term loans | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | 624,659 | 626,375 | ||||||||||||||||||
Unamortized debt issuance costs | 20,200 | 13,100 | ||||||||||||||||||
Unamortized discounts and debt issuance costs | 15,900 | |||||||||||||||||||
Unamortized discounts | 2,900 | $ 2,800 | ||||||||||||||||||
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% | |||||||||||||||||||
Outstanding borrowings on term loan | $ 642,200 | |||||||||||||||||||
Maturities of Long-Term Debt and Notes Payable | ||||||||||||||||||||
Unamortized debt issuance costs | (20,200) | (13,100) | ||||||||||||||||||
Concentra Inc | Other | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | 5,312 | $ 5,178 | ||||||||||||||||||
Concentra Inc | Concentra Credit Agreement Amendment | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Aggregate principal amount | $ 200,000 | |||||||||||||||||||
Concentra Inc | Concentra Credit Agreement Amendment | Leverage ratio equal to 5.75 to 1.00 | ||||||||||||||||||||
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 | Concentra Credit Agreement Amendment | Maximum | Leverage ratio equal to 4.25 to 1.00 | ||||||||||||||||||||
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 | 25.00% | |||||||||||||||||||
Concentra Inc | Concentra Credit Agreement Amendment | Maximum | Leverage ratio equal to 3.75 to 1.00 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Leverage ratio of financial maintenance covenant | 3.75% | |||||||||||||||||||
Concentra Inc | Concentra Credit Agreement Amendment | Minimum | Leverage ratio equal to 4.25 to 1.00 | ||||||||||||||||||||
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 | Concentra Credit Agreement Amendment | Minimum | Leverage ratio equal to 3.75 to 1.00 | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Leverage ratio of financial maintenance covenant | 3.75% | |||||||||||||||||||
Percentage of excess cash flow to be used for prepayment of debt | 25.00% | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Maximum borrowing capacity | $ 500,000 | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Revolving Facility | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Maximum borrowing capacity | $ 50,000 | |||||||||||||||||||
Debt instrument term (in years) | 5 years | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Revolving Facility | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Revolving Facility | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Revolving Facility | Maximum | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 3.00% | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Revolving Facility | Maximum | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 2.00% | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Revolving Facility | Minimum | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 2.75% | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Revolving Facility | Minimum | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 1.75% | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Term Loan | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Aggregate principal amount | $ 450,000 | |||||||||||||||||||
Periodic payment in equal quarterly installments | $ 1,600 | |||||||||||||||||||
Debt instrument term (in years) | 7 years | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Term Loan | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO | |||||||||||||||||||
Interest rate margin (as a percent) | 3.00% | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Term Loan | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 2.00% | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Term Loan | Adjusted LIBO Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||||||||||||
Concentra Inc | First Lien Credit Agreement - Term Loan | Alternate Base Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 2.00% | |||||||||||||||||||
Concentra Inc | Second Lien Credit Agreement | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Aggregate principal amount | $ 200,000 | |||||||||||||||||||
Debt instrument term (in years) | 8 years | |||||||||||||||||||
Concentra Inc | Second Lien Credit Agreement | Adjusted LIBO | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Adjusted LIBO Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 8.00% | |||||||||||||||||||
Concentra Inc | Second Lien Credit Agreement | Alternate Base Rate | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Variable rate basis | Alternate Base Rate | |||||||||||||||||||
Interest rate margin (as a percent) | 7.00% | |||||||||||||||||||
Concentra Inc | Second Lien Credit Agreement | Adjusted LIBO Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 1.00% | |||||||||||||||||||
Concentra Inc | Second Lien Credit Agreement | Alternate Base Rate floor | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate margin (as a percent) | 2.00% | |||||||||||||||||||
Select Excluding Concentra | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | 1,750,925 | $ 2,067,436 | ||||||||||||||||||
Less: current maturities | 222,905 | 8,996 | ||||||||||||||||||
Long-term debt, net of current portion | $ 1,528,020 | 2,058,440 | ||||||||||||||||||
Unamortized debt issuance costs | 22,043 | |||||||||||||||||||
Maturities of Long-Term Debt and Notes Payable | ||||||||||||||||||||
2,017 | 19,100 | |||||||||||||||||||
2,018 | 751,616 | |||||||||||||||||||
2,019 | 18,084 | |||||||||||||||||||
2,020 | 6,303 | |||||||||||||||||||
2,021 | 1,305,327 | |||||||||||||||||||
2022 and beyond | 10 | |||||||||||||||||||
Total principal | 2,100,440 | |||||||||||||||||||
Unamortized discounts and premiums | (10,961) | |||||||||||||||||||
Unamortized debt issuance costs | (22,043) | |||||||||||||||||||
Total | $ 2,067,436 | |||||||||||||||||||
Select Excluding Concentra | 6.375% senior notes | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | ||||||||||||||||||
Total debt | $ 700,867 | $ 702,545 | ||||||||||||||||||
Unamortized premiums | 1,200 | 1,000 | ||||||||||||||||||
Unamortized debt issuance costs | 10,400 | 8,500 | ||||||||||||||||||
Aggregate principal amount | 710,000 | 710,000 | ||||||||||||||||||
Maturities of Long-Term Debt and Notes Payable | ||||||||||||||||||||
Unamortized debt issuance costs | (10,400) | (8,500) | ||||||||||||||||||
Select Excluding Concentra | Revolving credit facility | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | 295,000 | 220,000 | ||||||||||||||||||
Select Excluding Concentra | Term loans | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | 743,071 | 1,122,203 | ||||||||||||||||||
Unamortized debt issuance costs | 7,400 | 13,600 | ||||||||||||||||||
Unamortized discounts | 2,800 | 12,000 | ||||||||||||||||||
Principal prepayments from excess cash flow | $ 10,200 | $ 26,900 | $ 34,000 | |||||||||||||||||
Maturities of Long-Term Debt and Notes Payable | ||||||||||||||||||||
Unamortized debt issuance costs | (7,400) | (13,600) | ||||||||||||||||||
Select Excluding Concentra | Other | ||||||||||||||||||||
Long-term debt and notes payable | ||||||||||||||||||||
Total debt | $ 11,987 | $ 22,688 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | May 28, 2013 |
Select | |||
Fair Value | |||
Unamortized debt issuance costs | $ 35,133 | ||
Select Excluding Concentra | |||
Fair Value | |||
Unamortized debt issuance costs | 22,043 | ||
Concentra Inc | |||
Fair Value | |||
Unamortized debt issuance costs | 13,090 | ||
Credit facility | Select Excluding Concentra | |||
Fair Value | |||
Face Value | 1,367,751 | $ 1,048,277 | |
Carrying Value | 1,342,203 | 1,038,071 | |
Fair Value | 1,370,460 | 1,023,616 | |
Unamortized discounts | 12,000 | 2,800 | |
Unamortized debt issuance costs | 13,600 | 7,400 | |
Credit facility | Concentra Inc | |||
Fair Value | |||
Face Value | 642,239 | 652,750 | |
Carrying Value | 626,375 | 629,659 | |
Fair Value | 644,648 | 645,392 | |
Unamortized discounts | 2,800 | ||
Unamortized debt issuance costs | $ 13,100 | 20,200 | |
Credit facility | Concentra | Concentra Inc | |||
Fair Value | |||
Unamortized discounts | $ 2,900 | ||
6.375% senior notes | Select | |||
Fair Value | |||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% |
Face Value | $ 600,000 | ||
6.375% senior notes | Select Excluding Concentra | |||
Fair Value | |||
Interest rate of debt (as a percent) | 6.375% | 6.375% | |
Face Value | $ 710,000 | $ 710,000 | |
Carrying Value | 702,545 | 700,867 | |
Fair Value | 710,000 | 623,948 | |
Unamortized premium | 1,000 | 1,200 | |
Unamortized debt issuance costs | $ 8,500 | $ 10,400 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity | |||
Issuance and vesting of restricted stock (in shares) | 1,425,678 | 1,384,954 | 1,585,775 |
Common stock issued through stock option exercise | 202,100 | 183,450 | 974,969 |
Unvested restricted stock forfeitures | 81,500 | 304,000 | 65,000 |
Stock repurchases for satisfaction of tax obligations | 232,318 | 182,580 | 237,690 |
Maximum amount authorized to be repurchased under the common stock repurchase program | $ 500 | ||
Number of shares repurchased under the program | 1,032,334 | 11,285,714 | |
Value of shares repurchased under the program | $ 13.6 | $ 127.5 | |
Repurchase program available capacity | $ 185.2 |
Segment Information - Selected
Segment Information - Selected Financial Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment information | ||||||||||||
Net revenue | $ 1,046,265 | $ 1,053,795 | $ 1,097,631 | $ 1,088,330 | $ 1,039,205 | $ 1,021,123 | $ 887,065 | $ 795,343 | $ 4,286,021 | $ 3,742,736 | $ 3,065,017 | |
Adjusted EBITDA | 465,807 | 399,165 | 363,872 | |||||||||
Total assets | 4,944,395 | 4,388,678 | $ 4,388,678 | 4,944,395 | 4,388,678 | 2,924,809 | ||||||
Capital expenditures | 161,633 | 182,642 | 95,246 | |||||||||
Specialty Hospitals | ||||||||||||
Segment information | ||||||||||||
Real estate assets held for sale | 24,400 | 2,700 | 2,700 | 24,400 | 2,700 | 2,700 | ||||||
Operating Segments | Specialty Hospitals | ||||||||||||
Segment information | ||||||||||||
Net revenue | 2,289,482 | 2,346,781 | 2,244,899 | |||||||||
Adjusted EBITDA | 281,511 | 327,623 | 341,787 | |||||||||
Total assets | 2,530,609 | 2,425,113 | 2,425,113 | 2,530,609 | 2,425,113 | 2,279,665 | ||||||
Capital expenditures | 109,139 | 126,014 | 77,742 | |||||||||
Operating Segments | Outpatient Rehabilitation | ||||||||||||
Segment information | ||||||||||||
Net revenue | 995,374 | 810,009 | 819,397 | |||||||||
Adjusted EBITDA | 129,830 | 98,220 | 97,584 | |||||||||
Total assets | 978,192 | 548,242 | 548,242 | 978,192 | 548,242 | 532,685 | ||||||
Capital expenditures | 21,286 | 17,768 | 12,506 | |||||||||
Operating Segments | Concentra | ||||||||||||
Segment information | ||||||||||||
Net revenue | 585,222 | 1,000,624 | ||||||||||
Adjusted EBITDA | 48,301 | 143,009 | ||||||||||
Total assets | 1,323,516 | 1,311,631 | 1,311,631 | 1,323,516 | 1,311,631 | |||||||
Capital expenditures | 26,771 | 15,946 | ||||||||||
Other | ||||||||||||
Segment information | ||||||||||||
Net revenue | 541 | 724 | 721 | |||||||||
Adjusted EBITDA | (88,543) | (74,979) | (75,499) | |||||||||
Total assets | $ 112,078 | $ 103,692 | $ 103,692 | 112,078 | 103,692 | 112,459 | ||||||
Capital expenditures | $ 15,262 | $ 12,089 | $ 4,998 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment information | ||||||||||||
Adjusted EBITDA | $ 465,807 | $ 399,165 | $ 363,872 | |||||||||
Depreciation and amortization | (145,311) | (104,981) | (68,354) | |||||||||
Stock compensation expense | (17,413) | (14,679) | (11,042) | |||||||||
Income from operations | $ 55,745 | $ 56,162 | $ 101,054 | $ 86,886 | $ 62,300 | $ 48,214 | $ 85,011 | $ 79,265 | 299,847 | 274,790 | 284,476 | |
Loss on early retirement of debt | (11,626) | (2,277) | ||||||||||
Equity in earnings of unconsolidated subsidiaries | 19,943 | 16,811 | 7,044 | |||||||||
Non-operating gain | 42,651 | 29,647 | ||||||||||
Interest expense | (170,081) | (112,816) | (85,446) | |||||||||
Income before income taxes | 180,734 | 208,432 | 203,797 | |||||||||
Physiotherapy | ||||||||||||
Segment information | ||||||||||||
Acquisition costs | (3,200) | |||||||||||
Operating Segments | Specialty Hospitals | ||||||||||||
Segment information | ||||||||||||
Adjusted EBITDA | 281,511 | 327,623 | 341,787 | |||||||||
Depreciation and amortization | (56,585) | (53,992) | (51,786) | |||||||||
Income from operations | 224,926 | 273,631 | 290,001 | |||||||||
Operating Segments | Outpatient Rehabilitation | ||||||||||||
Segment information | ||||||||||||
Adjusted EBITDA | 129,830 | 98,220 | 97,584 | |||||||||
Depreciation and amortization | (22,661) | (13,053) | (12,845) | |||||||||
Income from operations | 107,169 | 85,167 | 84,739 | |||||||||
Operating Segments | Concentra | ||||||||||||
Segment information | ||||||||||||
Adjusted EBITDA | $ 48,301 | 143,009 | ||||||||||
Depreciation and amortization | (33,644) | (60,717) | ||||||||||
Stock compensation expense | (1,016) | (770) | ||||||||||
Income from operations | 8,926 | 81,522 | ||||||||||
Operating Segments | Concentra | Concentra Inc | ||||||||||||
Segment information | ||||||||||||
Acquisition costs | $ (4,715) | |||||||||||
Other | ||||||||||||
Segment information | ||||||||||||
Adjusted EBITDA | (88,543) | (74,979) | (75,499) | |||||||||
Depreciation and amortization | (5,348) | (4,292) | (3,723) | |||||||||
Stock compensation expense | (16,643) | (13,663) | (11,042) | |||||||||
Income from operations | (113,770) | (92,934) | (90,264) | |||||||||
Other | Physiotherapy | ||||||||||||
Segment information | ||||||||||||
Acquisition costs | (3,236) | |||||||||||
Select | ||||||||||||
Segment information | ||||||||||||
Depreciation and amortization | (145,311) | (104,981) | (68,354) | |||||||||
Income from operations | 299,847 | 274,790 | 284,476 | |||||||||
Loss on early retirement of debt | (11,626) | (2,277) | ||||||||||
Equity in earnings of unconsolidated subsidiaries | 19,943 | 16,811 | 7,044 | |||||||||
Non-operating gain | 42,651 | 29,647 | ||||||||||
Interest expense | (170,081) | (112,816) | (85,446) | |||||||||
Income before income taxes | $ 180,734 | $ 208,432 | $ 203,797 |
Stock-based Compensation - Equi
Stock-based Compensation - Equity Incentive Plans and Restricted Stock Awards (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 12, 2009 | |
Restricted stock awards | ||||
Shares | ||||
Unvested balance, at beginning of the year | 3,817,000 | |||
Granted | 1,426,000 | |||
Vested | (960,000) | |||
Forfeited | (82,000) | |||
Unvested balance, at end of the year | 4,201,000 | 3,817,000 | ||
Weighted Average Grant Date Fair Value | ||||
Unvested balance, at beginning of the year (in dollars per share) | $ 12.29 | |||
Granted (in dollars per share) | 11.57 | $ 13.94 | $ 13.61 | |
Vested (in dollars per share) | 8.78 | |||
Forfeited (in dollars per share) | 11.71 | |||
Unvested balance, at end of the year (in dollars per share) | $ 12.86 | $ 12.29 | ||
Director Plan | Options | ||||
Stock based Compensation | ||||
Number of shares authorized | 75,000 | |||
Director Plan | Restricted stock awards | ||||
Stock based Compensation | ||||
Number of shares authorized | 150,000 | |||
2016 Equity Incentive Plan | Restricted stock and stock option | ||||
Stock based Compensation | ||||
Number of shares authorized | 7,491,600 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted stock awards | |||
Stock based Compensation | |||
Weighted average grant date fair value of shares awarded | $ 11.57 | $ 13.94 | $ 13.61 |
Weighted average grant date fair value of vested shares | $ 8.4 | $ 9 | $ 7.4 |
Options | |||
Stock based Compensation | |||
Number of options outstanding (in shares) | 529,720 | 743,000 | |
Number of options exercisable (in shares) | 529,720 | 728,000 | |
Weighted average exercise price (in dollars per share) | $ 9.09 | ||
Weighted average remaining contractual term for all outstanding options | 2 years 5 months 9 days | ||
Total intrinsic value of options exercised (in dollars) | $ 0.8 | $ 1 | $ 6 |
Aggregate intrinsic value of options outstanding (in dollars) | $ 2.2 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock based Compensation | |||
Total | $ 17,413 | $ 14,679 | $ 11,042 |
Stock compensation expense for each of the next five years, based on restricted stock awards granted | |||
2,017 | 15,499 | ||
2,018 | 9,797 | ||
2,019 | 4,726 | ||
2,020 | 1,220 | ||
Included in general and administrative | |||
Stock based Compensation | |||
Total | 14,607 | 11,633 | 9,027 |
Included in cost of services | |||
Stock based Compensation | |||
Total | $ 2,806 | $ 3,046 | $ 2,015 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current expense: | |||
Federal | $ 54,726 | $ 63,626 | $ 52,063 |
State and local | 13,329 | 10,868 | 9,248 |
Total current income tax expense | 68,055 | 74,494 | 61,311 |
Deferred income tax expense (benefit) | (12,591) | (2,058) | 14,311 |
Total income tax expense | $ 55,464 | $ 72,436 | $ 75,622 |
Differences between the expected income tax expense and income taxes computed at the federal statutory rate | |||
Federal income tax at statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State and local income taxes, less federal income tax benefit (as a percent) | 3.20% | 4.00% | 4.20% |
Permanent differences (as a percent) | 1.40% | 1.40% | 0.80% |
Tax benefit from the sale of businesses (as a percent) | (6.70%) | ||
Valuation allowance (as a percent) | 0.20% | (0.90%) | (0.40%) |
Uncertain tax positions (as a percent) | (1.30%) | (2.30%) | (0.30%) |
Non-controlling interest (as a percent) | (0.50%) | (2.00%) | (1.50%) |
Other (as a percent) | (0.60%) | (0.40%) | (0.70%) |
Total effective income tax rate (as a percent) | 30.70% | 34.80% | 37.10% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets | ||
Allowance for doubtful accounts, Total | $ 10,735 | $ 9,153 |
Allowance for doubtful accounts, Current | 10,735 | 9,153 |
Compensation and benefit-related accruals, Total | 70,199 | 61,111 |
Compensation and benefit-related accruals, Current | 56,570 | 50,303 |
Compensation and benefit-related accruals, Non-Current | 13,629 | 10,808 |
Professional malpractice liability insurance, Total | 19,763 | 19,654 |
Professional malpractice liability insurance, Current | 5,359 | 4,642 |
Professional malpractice liability insurance, Non-Current | 14,404 | 15,012 |
Deferred revenue, Total | 746 | (1,009) |
Deferred revenue, Current | 746 | (1,009) |
Net operating loss carryforwards, Total | 39,481 | 21,591 |
Net operating loss carryforwards, Current | 445 | |
Net operating loss carryforwards, Non-Current | 39,481 | 21,146 |
Stock options, Total | 9,533 | 6,061 |
Stock options, Non-Current | 9,533 | 6,061 |
Equity investments, Total | 1,567 | 3,939 |
Equity investments, Non-Current | 1,567 | 3,939 |
Uncertain tax positions, Total | 499 | 641 |
Uncertain tax positions, Non-Current | 499 | 641 |
Other, Total | 3,496 | 1,273 |
Other, Current | 1,315 | 357 |
Other, Non-Current | 2,181 | 916 |
Total deferred tax assets before valuation allowance, Total | 156,019 | 122,414 |
Total deferred tax assets before valuation allowance, Current | 74,725 | 63,891 |
Total deferred tax assets before valuation allowance, Non-Current | 81,294 | 58,523 |
Valuation allowance, Total | (26,421) | (7,586) |
Valuation allowance, Current | (3,005) | (1,910) |
Valuation allowance, Non-Current | (23,416) | (5,676) |
Total deferred tax assets, Total | 129,598 | 114,828 |
Total deferred tax assets, Current | 71,720 | 61,981 |
Total deferred tax assets, Non-Current | 57,878 | 52,847 |
Deferred tax liabilities | ||
Deferred income, Total | (26,068) | (31,375) |
Deferred income, Current | (23,298) | (27,221) |
Deferred income, Non-Current | (2,770) | (4,154) |
Investment in unconsolidated affiliates, Total | (3,885) | (4,302) |
Investment in unconsolidated affiliates, Non-Current | (3,885) | (4,302) |
Depreciation and amortization, Total | (271,914) | (260,724) |
Depreciation and amortization, Non-Current | (271,914) | (260,724) |
Other, Total | (5,413) | (8,444) |
Other, Current | (3,257) | (6,072) |
Other, Non-Current | (2,156) | (2,372) |
Total deferred tax liabilities, Total | (307,280) | (304,845) |
Total deferred tax liabilities, Current | (26,555) | (33,293) |
Total deferred tax liabilities, Non-Current | (280,725) | (271,552) |
Net deferred taxes, Total | (177,682) | (190,017) |
Net deferred taxes, Current | 45,165 | 28,688 |
Net deferred taxes, Non-Current | $ (222,847) | $ (218,705) |
Additional information related to valuation allowance | ||
Period of review for assessment of deferred tax assets | 3 years |
Income Taxes - Expiration of St
Income Taxes - Expiration of State NOL's and Gross Valuation Allowances (Details) - State $ in Thousands | Dec. 31, 2016USD ($) |
Net operating loss carry forwards | |
Net operating losses | $ 585,400 |
State Net Operating Losses | |
2,017 | 9,161 |
2,018 | 5,155 |
2,019 | 14,826 |
2,020 | 24,860 |
Thereafter through 2036 | 531,388 |
Gross Valuation Allowance | |
2,017 | 8,154 |
2,018 | 4,424 |
2,019 | 13,844 |
2,020 | 22,710 |
Thereafter through 2036 | $ 418,837 |
Income Taxes - Reserves for Unc
Income Taxes - Reserves for Uncertain Tax Positions (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Reconciliation of the Company's unrecognized tax benefits | |||
Gross tax contingencies at the beginning of the period | $ 5,566 | $ 10,667 | $ 12,026 |
Reductions for tax positions taken in prior periods due primarily to statute expiration | (2,619) | (3,309) | (1,632) |
Additions for existing tax positions taken | 313 | 373 | 273 |
Reductions for settlements with taxing authorities | (770) | ||
Reductions for tax positions taken in prior periods due to change in estimate | (1,395) | ||
Additions included with acquisition | 494 | ||
Gross tax contingencies at the end of the period | 3,754 | 5,566 | 10,667 |
Unrecognized tax benefits, if fully recognized, would affect effective income tax rate | 3,800 | 5,600 | |
Amount of unrecognized tax benefits eligible for release in the next 12 months | 1,200 | ||
Accrued interest related to income taxes | 300 | 600 | |
Interest recognized | $ 100 | $ 300 | $ 500 |
State | |||
Reconciliation of the Company's unrecognized tax benefits | |||
Number of tax returns currently under examination | item | 1 | ||
Minimum | State | |||
Reconciliation of the Company's unrecognized tax benefits | |||
Statute of limitations for tax returns | 3 years | ||
Maximum | State | |||
Reconciliation of the Company's unrecognized tax benefits | |||
Statute of limitations for tax returns | 5 years |
Retirement Savings Plan (Detail
Retirement Savings Plan (Details) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Retirement savings plan | ||||
Employer matching contribution, percent of match | 25.00% | |||
Vesting period | 3 years | |||
Expense incurred | $ 14.7 | $ 10 | $ 9.3 | |
Maximum | ||||
Retirement savings plan | ||||
Percent of employee's gross pay that is matched by the employer | 6.00% | |||
Concentra | ||||
Retirement savings plan | ||||
Expense incurred | $ 8.8 | |||
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) | 7.00% |
Income per Share (Details)
Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income per Share | |||||||||||
Contractual dividends | $ 0 | $ 0 | $ 0 | ||||||||
Numerator: | |||||||||||
Net income attributable to Select Medical Holdings Corporation | $ 20,172 | $ 6,471 | $ 33,935 | $ 54,833 | $ 29,327 | $ 29,406 | $ 36,940 | $ 35,063 | 115,411 | 130,736 | 120,627 |
Less: Earnings allocated to unvested restricted stockholders | 3,521 | 3,830 | 3,337 | ||||||||
Net income available to common stockholders | $ 111,890 | $ 126,906 | $ 117,290 | ||||||||
Denominator: | |||||||||||
Weighted average shares - basic | 127,813 | 127,478 | 129,026 | ||||||||
Effect of dilutive securities: Stock options (in shares) | 155 | 274 | 439 | ||||||||
Weighted average shares - diluted | 127,968 | 127,752 | 129,465 | ||||||||
Income per common share | |||||||||||
Basic income per common share (in dollars per share) | $ 0.15 | $ 0.05 | $ 0.26 | $ 0.42 | $ 0.22 | $ 0.22 | $ 0.28 | $ 0.27 | $ 0.88 | $ 1 | $ 0.91 |
Diluted income per common share (in dollars per share) | $ 0.15 | $ 0.05 | $ 0.26 | $ 0.42 | $ 0.22 | $ 0.22 | $ 0.28 | $ 0.27 | $ 0.87 | $ 0.99 | $ 0.91 |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Construction Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum future non-cancelable lease obligations on long-term operating leases | |||
2,017 | $ 221,797 | ||
2,018 | 181,770 | ||
2,019 | 150,374 | ||
2,020 | 118,118 | ||
2,021 | 87,630 | ||
Thereafter | 438,947 | ||
Total | 1,198,636 | ||
Total rent expense for facility and equipment operating leases | 265,100 | $ 214,900 | $ 169,100 |
Facility rent expense to unrelated parties | 220,800 | 165,300 | 124,400 |
Related party | |||
Minimum future non-cancelable lease obligations on long-term operating leases | |||
2,017 | 5,408 | ||
2,018 | 5,605 | ||
2,019 | 5,746 | ||
2,020 | 5,892 | ||
2,021 | 6,017 | ||
Thereafter | 10,538 | ||
Total | 39,206 | ||
Payments for office rent, leasehold improvements and miscellaneous expenses | 5,000 | $ 4,700 | $ 4,400 |
Construction Commitments | |||
Construction Commitments | |||
Construction contract commitments | $ 86,000 |
Commitment and Contingencies -
Commitment and Contingencies - Other Commitments (Details) - Naming, promotional and sponsorship agreement - Select $ in Millions | Dec. 31, 2016USD ($) |
Commitments and Contingencies | |
Amount expected to be paid in next year | $ 3.1 |
Increase in successive annual payment (as a percent) | 2.30% |
Commitments and Contingencies74
Commitments and Contingencies - Litigation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)item | |
Professional liability claims | |
Commitments and Contingencies | |
Self insurance retention per occurrence | $ 2 |
General liability claims | |
Commitments and Contingencies | |
Self insurance retention per occurrence | $ 2 |
Amended complaint | SSH-Evansville | |
Commitments and Contingencies | |
Number of case managers identified as plaintiff | item | 2 |
Financial Information for Sub75
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Details) | Dec. 31, 2016 | Dec. 31, 2015 | May 28, 2013 |
6.375% senior notes | Select | |||
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% | 6.375% | 6.375% |
Financial Information for Sub76
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||||
Cash and cash equivalents | $ 99,029 | $ 14,435 | $ 3,354 | $ 4,319 |
Accounts receivable, net | 573,752 | 603,558 | ||
Current deferred tax asset | 45,165 | 28,688 | ||
Prepaid income taxes | 12,423 | 16,694 | ||
Other current assets | 77,699 | 85,779 | ||
Total Current Assets | 808,068 | 749,154 | ||
Property and equipment, net | 892,217 | 864,124 | ||
Goodwill | 2,751,000 | 2,314,624 | 1,642,083 | |
Identifiable intangibles, net | 340,562 | 318,675 | ||
Other assets | 152,548 | 142,101 | ||
Total Assets | 4,944,395 | 4,388,678 | 2,924,809 | |
Current Liabilities: | ||||
Bank overdrafts | 39,362 | 28,615 | ||
Current portion of long-term debt and notes payable | 13,656 | 225,166 | ||
Accounts payable | 126,558 | 137,409 | ||
Accrued payroll | 146,397 | 120,989 | ||
Accrued vacation | 83,261 | 73,977 | ||
Accrued interest | 22,325 | 9,401 | ||
Accrued other | 140,076 | 133,728 | ||
Total Current Liabilities | 571,635 | 729,285 | ||
Long-term debt, net of current portion | 2,685,333 | 2,160,730 | ||
Non-current deferred tax liability | 222,847 | 218,705 | ||
Other non-current liabilities | 136,520 | 133,220 | ||
Total Liabilities | 3,616,335 | 3,241,940 | ||
Redeemable non-controlling interests | 422,159 | 238,221 | ||
Stockholder's Equity: | ||||
Common stock | 132 | 131 | ||
Capital in excess of par | 443,908 | 424,506 | ||
Retained earnings (accumulated deficit) | 371,685 | 434,616 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | 815,725 | 859,253 | ||
Non-controlling interest | 90,176 | 49,264 | ||
Total Equity | 905,901 | 908,517 | 775,240 | 818,642 |
Total Liabilities and Equity | 4,944,395 | 4,388,678 | ||
Select | ||||
Current Assets: | ||||
Cash and cash equivalents | 99,029 | 14,435 | 3,354 | 4,319 |
Accounts receivable, net | 573,752 | 603,558 | ||
Current deferred tax asset | 45,165 | 28,688 | ||
Prepaid income taxes | 12,423 | 16,694 | ||
Other current assets | 77,699 | 85,779 | ||
Total Current Assets | 808,068 | 749,154 | ||
Property and equipment, net | 892,217 | 864,124 | ||
Goodwill | 2,751,000 | 2,314,624 | ||
Identifiable intangibles, net | 340,562 | 318,675 | ||
Other assets | 152,548 | 142,101 | ||
Total Assets | 4,944,395 | 4,388,678 | ||
Current Liabilities: | ||||
Bank overdrafts | 39,362 | 28,615 | ||
Current portion of long-term debt and notes payable | 13,656 | 225,166 | ||
Accounts payable | 126,558 | 137,409 | ||
Accrued payroll | 146,397 | 120,989 | ||
Accrued vacation | 83,261 | 73,977 | ||
Accrued interest | 22,325 | 9,401 | ||
Accrued other | 140,076 | 133,728 | ||
Total Current Liabilities | 571,635 | 729,285 | ||
Long-term debt, net of current portion | 2,685,333 | 2,160,730 | ||
Non-current deferred tax liability | 222,847 | 218,705 | ||
Other non-current liabilities | 136,520 | 133,220 | ||
Total Liabilities | 3,616,335 | 3,241,940 | ||
Redeemable non-controlling interests | 422,159 | 238,221 | ||
Stockholder's Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 925,111 | 904,375 | ||
Retained earnings (accumulated deficit) | (109,386) | (45,122) | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | 815,725 | 859,253 | ||
Non-controlling interest | 90,176 | 49,264 | ||
Total Equity | 905,901 | 908,517 | 775,240 | 818,642 |
Total Liabilities and Equity | 4,944,395 | 4,388,678 | ||
Select | Reportable legal entities | Select (Parent Company Only) | ||||
Current Assets: | ||||
Cash and cash equivalents | 11,071 | 4,070 | 70 | 71 |
Current deferred tax asset | 17,491 | 11,556 | ||
Prepaid income taxes | 6,658 | 7,979 | ||
Other current assets | 11,953 | 10,521 | ||
Total Current Assets | 47,173 | 34,126 | ||
Property and equipment, net | 48,697 | 38,872 | ||
Investment in affiliates | 4,517,900 | 4,111,682 | ||
Non-current deferred tax asset | 19,423 | 12,297 | ||
Other assets | 6,820 | 3,841 | ||
Total Assets | 4,640,013 | 4,200,818 | ||
Current Liabilities: | ||||
Bank overdrafts | 39,362 | 28,615 | ||
Current portion of long-term debt and notes payable | 7,227 | 221,769 | ||
Accounts payable | 10,775 | 10,445 | ||
Intercompany payables | 2,237,362 | 1,974,229 | ||
Accrued payroll | 16,963 | 22,970 | ||
Accrued vacation | 3,440 | 6,406 | ||
Accrued interest | 20,114 | 6,315 | ||
Accrued other | 39,155 | 38,883 | ||
Total Current Liabilities | 2,374,398 | 2,309,632 | ||
Long-term debt, net of current portion | 1,407,066 | 984,743 | ||
Other non-current liabilities | 42,824 | 47,190 | ||
Total Liabilities | 3,824,288 | 3,341,565 | ||
Stockholder's Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 925,111 | 904,375 | ||
Retained earnings (accumulated deficit) | (109,386) | (45,122) | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | 815,725 | 859,253 | ||
Total Equity | 815,725 | 859,253 | ||
Total Liabilities and Equity | 4,640,013 | 4,200,818 | ||
Select | Reportable legal entities | Subsidiary Guarantors | ||||
Current Assets: | ||||
Cash and cash equivalents | 6,467 | 3,706 | 2,454 | 3,098 |
Accounts receivable, net | 365,369 | 419,554 | ||
Current deferred tax asset | 12,985 | 6,733 | ||
Intercompany receivables | 2,237,362 | 1,974,229 | ||
Other current assets | 34,168 | 34,887 | ||
Total Current Assets | 2,656,351 | 2,439,109 | ||
Property and equipment, net | 604,670 | 548,820 | ||
Investment in affiliates | 94,589 | 66,015 | ||
Goodwill | 2,090,963 | 1,663,974 | ||
Identifiable intangibles, net | 109,132 | 72,776 | ||
Other assets | 76,084 | 108,524 | ||
Total Assets | 5,631,789 | 4,899,218 | ||
Current Liabilities: | ||||
Current portion of long-term debt and notes payable | 445 | 197 | ||
Accounts payable | 79,063 | 101,156 | ||
Intercompany payables | 164,893 | 127,373 | ||
Accrued payroll | 92,204 | 66,908 | ||
Accrued vacation | 55,425 | 50,254 | ||
Accrued interest | 3 | |||
Accrued other | 63,735 | 42,939 | ||
Total Current Liabilities | 455,765 | 388,830 | ||
Long-term debt, net of current portion | 518,744 | 452,417 | ||
Non-current deferred tax liability | 129,729 | 114,394 | ||
Other non-current liabilities | 53,399 | 41,904 | ||
Total Liabilities | 1,157,637 | 997,545 | ||
Redeemable non-controlling interests | 870 | |||
Stockholder's Equity: | ||||
Retained earnings (accumulated deficit) | 1,295,603 | 1,189,688 | ||
Subsidiary investment | 3,178,549 | 2,711,115 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | 4,474,152 | 3,900,803 | ||
Total Equity | 4,474,152 | 3,900,803 | ||
Total Liabilities and Equity | 5,631,789 | 4,899,218 | ||
Select | Reportable legal entities | Non-Guarantor Subsidiaries | ||||
Current Assets: | ||||
Cash and cash equivalents | 5,056 | 625 | $ 830 | $ 1,150 |
Accounts receivable, net | 95,871 | 68,332 | ||
Current deferred tax asset | 3,831 | 4,761 | ||
Intercompany receivables | 164,893 | 127,373 | ||
Other current assets | 10,059 | 5,731 | ||
Total Current Assets | 279,710 | 206,822 | ||
Property and equipment, net | 49,607 | 61,126 | ||
Other assets | 53,927 | 659 | ||
Total Assets | 383,244 | 268,607 | ||
Current Liabilities: | ||||
Current portion of long-term debt and notes payable | 1,324 | 939 | ||
Accounts payable | 21,942 | 16,997 | ||
Accrued payroll | 4,258 | 3,916 | ||
Accrued vacation | 10,729 | 9,363 | ||
Accrued other | 3,288 | 9,866 | ||
Total Current Liabilities | 41,541 | 41,081 | ||
Long-term debt, net of current portion | 132,630 | 90,860 | ||
Non-current deferred tax liability | 10,887 | 9,239 | ||
Other non-current liabilities | 5,865 | 4,798 | ||
Total Liabilities | 190,923 | 145,978 | ||
Redeemable non-controlling interests | 10,169 | 11,224 | ||
Stockholder's Equity: | ||||
Retained earnings (accumulated deficit) | (35,444) | (8,932) | ||
Subsidiary investment | 130,988 | 74,011 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | 95,544 | 65,079 | ||
Non-controlling interest | 86,608 | 46,326 | ||
Total Equity | 182,152 | 111,405 | ||
Total Liabilities and Equity | 383,244 | 268,607 | ||
Select | Reportable legal entities | Non-Guarantor Concentra | ||||
Current Assets: | ||||
Cash and cash equivalents | 76,435 | 6,034 | ||
Accounts receivable, net | 112,512 | 115,672 | ||
Current deferred tax asset | 10,858 | 5,638 | ||
Prepaid income taxes | 5,765 | 8,715 | ||
Other current assets | 21,519 | 34,640 | ||
Total Current Assets | 227,089 | 170,699 | ||
Property and equipment, net | 189,243 | 215,306 | ||
Goodwill | 660,037 | 650,650 | ||
Identifiable intangibles, net | 231,430 | 245,899 | ||
Other assets | 15,717 | 29,077 | ||
Total Assets | 1,323,516 | 1,311,631 | ||
Current Liabilities: | ||||
Current portion of long-term debt and notes payable | 4,660 | 2,261 | ||
Accounts payable | 14,778 | 8,811 | ||
Accrued payroll | 32,972 | 27,195 | ||
Accrued vacation | 13,667 | 7,954 | ||
Accrued interest | 2,211 | 3,083 | ||
Accrued other | 33,898 | 42,040 | ||
Total Current Liabilities | 102,186 | 91,344 | ||
Long-term debt, net of current portion | 626,893 | 632,710 | ||
Non-current deferred tax liability | 101,654 | 107,369 | ||
Other non-current liabilities | 34,432 | 39,328 | ||
Total Liabilities | 865,165 | 870,751 | ||
Redeemable non-controlling interests | 411,990 | 226,127 | ||
Stockholder's Equity: | ||||
Retained earnings (accumulated deficit) | (175,142) | (6,120) | ||
Subsidiary investment | 217,935 | 217,935 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | 42,793 | 211,815 | ||
Non-controlling interest | 3,568 | 2,938 | ||
Total Equity | 46,361 | 214,753 | ||
Total Liabilities and Equity | 1,323,516 | 1,311,631 | ||
Select | Eliminations | ||||
Current Assets: | ||||
Intercompany receivables | (2,402,255) | (2,101,602) | ||
Total Current Assets | (2,402,255) | (2,101,602) | ||
Investment in affiliates | (4,612,489) | (4,177,697) | ||
Non-current deferred tax asset | (19,423) | (12,297) | ||
Total Assets | (7,034,167) | (6,291,596) | ||
Current Liabilities: | ||||
Intercompany payables | (2,402,255) | (2,101,602) | ||
Total Current Liabilities | (2,402,255) | (2,101,602) | ||
Non-current deferred tax liability | (19,423) | (12,297) | ||
Total Liabilities | (2,421,678) | (2,113,899) | ||
Stockholder's Equity: | ||||
Retained earnings (accumulated deficit) | (1,085,017) | (1,174,636) | ||
Subsidiary investment | (3,527,472) | (3,003,061) | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders' Equity | (4,612,489) | (4,177,697) | ||
Total Equity | (4,612,489) | (4,177,697) | ||
Total Liabilities and Equity | $ (7,034,167) | $ (6,291,596) |
Financial Information for Sub77
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidating Statement of Operations | |||||||||||
Net operating revenues | $ 1,046,265 | $ 1,053,795 | $ 1,097,631 | $ 1,088,330 | $ 1,039,205 | $ 1,021,123 | $ 887,065 | $ 795,343 | $ 4,286,021 | $ 3,742,736 | $ 3,065,017 |
Costs and expenses: | |||||||||||
Cost of services | 3,664,843 | 3,211,541 | 2,582,340 | ||||||||
General and administrative | 106,927 | 92,052 | 85,247 | ||||||||
Bad debt expense | 69,093 | 59,372 | 44,600 | ||||||||
Depreciation and amortization | 145,311 | 104,981 | 68,354 | ||||||||
Total costs and expenses | 3,986,174 | 3,467,946 | 2,780,541 | ||||||||
Income from operations | 55,745 | 56,162 | 101,054 | 86,886 | 62,300 | 48,214 | 85,011 | 79,265 | 299,847 | 274,790 | 284,476 |
Other income and expense: | |||||||||||
Non-operating gain | 42,651 | 29,647 | |||||||||
Equity in earnings of unconsolidated subsidiaries | 19,943 | 16,811 | 7,044 | ||||||||
Loss on early retirement of debt | (11,626) | (2,277) | |||||||||
Interest expense | (170,081) | (112,816) | (85,446) | ||||||||
Income before income taxes | 180,734 | 208,432 | 203,797 | ||||||||
Income tax expense (benefit) | 55,464 | 72,436 | 75,622 | ||||||||
Net income | 125,270 | 135,996 | 128,175 | ||||||||
Less: Net income attributable to non-controlling interests | 9,859 | 5,260 | 7,548 | ||||||||
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | $ 20,172 | $ 6,471 | $ 33,935 | $ 54,833 | $ 29,327 | $ 29,406 | $ 36,940 | $ 35,063 | 115,411 | 130,736 | 120,627 |
Select | |||||||||||
Condensed Consolidating Statement of Operations | |||||||||||
Net operating revenues | 4,286,021 | 3,742,736 | 3,065,017 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 3,664,843 | 3,211,541 | 2,582,340 | ||||||||
General and administrative | 106,927 | 92,052 | 85,247 | ||||||||
Bad debt expense | 69,093 | 59,372 | 44,600 | ||||||||
Depreciation and amortization | 145,311 | 104,981 | 68,354 | ||||||||
Total costs and expenses | 3,986,174 | 3,467,946 | 2,780,541 | ||||||||
Income from operations | 299,847 | 274,790 | 284,476 | ||||||||
Other income and expense: | |||||||||||
Non-operating gain | 42,651 | 29,647 | |||||||||
Equity in earnings of unconsolidated subsidiaries | 19,943 | 16,811 | 7,044 | ||||||||
Loss on early retirement of debt | (11,626) | (2,277) | |||||||||
Interest expense | (170,081) | (112,816) | (85,446) | ||||||||
Income before income taxes | 180,734 | 208,432 | 203,797 | ||||||||
Income tax expense (benefit) | 55,464 | 72,436 | 75,622 | ||||||||
Net income | 125,270 | 135,996 | 128,175 | ||||||||
Less: Net income attributable to non-controlling interests | 9,859 | 5,260 | 7,548 | ||||||||
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | 115,411 | 130,736 | 120,627 | ||||||||
Select | Reportable legal entities | Select (Parent Company Only) | |||||||||||
Condensed Consolidating Statement of Operations | |||||||||||
Net operating revenues | 541 | 724 | 721 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 2,037 | 2,029 | 2,015 | ||||||||
General and administrative | 106,864 | 88,227 | 86,311 | ||||||||
Depreciation and amortization | 5,348 | 4,292 | 3,723 | ||||||||
Total costs and expenses | 114,249 | 94,548 | 92,049 | ||||||||
Income from operations | (113,708) | (93,824) | (91,328) | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | (6,069) | (1,417) | (1,142) | ||||||||
Intercompany management fees | 168,915 | 143,939 | 142,273 | ||||||||
Non-operating gain | 33,932 | ||||||||||
Loss on early retirement of debt | (773) | (2,277) | |||||||||
Interest expense | (94,914) | (58,350) | (57,301) | ||||||||
Income before income taxes | (12,617) | (9,652) | (9,775) | ||||||||
Income tax expense (benefit) | (14,461) | (7,869) | (4,333) | ||||||||
Equity in earnings of subsidiaries | 113,567 | 132,519 | 126,069 | ||||||||
Net income | 115,411 | 130,736 | 120,627 | ||||||||
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | 115,411 | 130,736 | 120,627 | ||||||||
Select | Reportable legal entities | Subsidiary Guarantors | |||||||||||
Condensed Consolidating Statement of Operations | |||||||||||
Net operating revenues | 2,745,149 | 2,675,169 | 2,641,171 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 2,344,033 | 2,267,424 | 2,214,118 | ||||||||
General and administrative | 63 | (890) | (1,064) | ||||||||
Bad debt expense | 41,714 | 40,574 | 38,237 | ||||||||
Depreciation and amortization | 67,708 | 56,452 | 54,957 | ||||||||
Total costs and expenses | 2,453,518 | 2,363,560 | 2,306,248 | ||||||||
Income from operations | 291,631 | 311,609 | 334,923 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | 12,863 | 1,387 | 1,131 | ||||||||
Intercompany management fees | (140,113) | (119,512) | (121,230) | ||||||||
Non-operating gain | 8,719 | 29,647 | |||||||||
Equity in earnings of unconsolidated subsidiaries | 19,838 | 16,719 | 6,958 | ||||||||
Interest expense | (29,425) | (24,251) | (23,717) | ||||||||
Income before income taxes | 163,513 | 215,599 | 198,065 | ||||||||
Income tax expense (benefit) | 52,616 | 85,949 | 78,748 | ||||||||
Equity in earnings of subsidiaries | (4,982) | 8,966 | 7,690 | ||||||||
Net income | 105,915 | 138,616 | 127,007 | ||||||||
Less: Net income attributable to non-controlling interests | 49 | 890 | |||||||||
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | 105,915 | 138,567 | 126,117 | ||||||||
Select | Reportable legal entities | Non-Guarantor Subsidiaries | |||||||||||
Condensed Consolidating Statement of Operations | |||||||||||
Net operating revenues | 539,707 | 481,621 | 423,125 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 478,538 | 413,741 | 366,207 | ||||||||
Bad debt expense | 9,229 | 9,207 | 6,363 | ||||||||
Depreciation and amortization | 11,538 | 10,593 | 9,674 | ||||||||
Total costs and expenses | 499,305 | 433,541 | 382,244 | ||||||||
Income from operations | 40,402 | 48,080 | 40,881 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | (6,794) | 30 | 11 | ||||||||
Intercompany management fees | (28,802) | (24,427) | (21,043) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 105 | 92 | 86 | ||||||||
Interest expense | (7,446) | (6,153) | (4,428) | ||||||||
Income before income taxes | (2,535) | 17,622 | 15,507 | ||||||||
Income tax expense (benefit) | 4,597 | (512) | 1,207 | ||||||||
Net income | (7,132) | 18,134 | 14,300 | ||||||||
Less: Net income attributable to non-controlling interests | (2,318) | 9,095 | 6,658 | ||||||||
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | (4,814) | 9,039 | 7,642 | ||||||||
Select | Reportable legal entities | Non-Guarantor Concentra | |||||||||||
Condensed Consolidating Statement of Operations | |||||||||||
Net operating revenues | 1,000,624 | 585,222 | |||||||||
Costs and expenses: | |||||||||||
Cost of services | 840,235 | 528,347 | |||||||||
General and administrative | 4,715 | ||||||||||
Bad debt expense | 18,150 | 9,591 | |||||||||
Depreciation and amortization | 60,717 | 33,644 | |||||||||
Total costs and expenses | 919,102 | 576,297 | |||||||||
Income from operations | 81,522 | 8,925 | |||||||||
Other income and expense: | |||||||||||
Loss on early retirement of debt | (10,853) | ||||||||||
Interest expense | (38,296) | (24,062) | |||||||||
Income before income taxes | 32,373 | (15,137) | |||||||||
Income tax expense (benefit) | 12,712 | (5,132) | |||||||||
Net income | 19,661 | (10,005) | |||||||||
Less: Net income attributable to non-controlling interests | 12,177 | (3,884) | |||||||||
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | 7,484 | (6,121) | |||||||||
Select | Eliminations | |||||||||||
Other income and expense: | |||||||||||
Equity in earnings of subsidiaries | (108,585) | (141,485) | (133,759) | ||||||||
Net income | (108,585) | (141,485) | (133,759) | ||||||||
Net income attributable to Select Medical Holdings Corporation and Select Medical Corporation | $ (108,585) | $ (141,485) | $ (133,759) |
Financial Information for Sub78
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net income | $ 125,270 | $ 135,996 | $ 128,175 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,476 | 13,969 | 11,954 |
Depreciation and amortization | 145,311 | 104,981 | 68,354 |
Provision for bad debts | 69,093 | 59,372 | 44,600 |
Equity in earnings of unconsolidated subsidiaries | (19,943) | (16,811) | (7,044) |
Loss on early retirement of debt | 11,626 | 2,277 | |
Loss (gain) on sale of assets and businesses | (46,488) | (1,098) | (1,048) |
Gain on sale of equity investment | (2,779) | (29,647) | |
Impairment of equity investment | 5,339 | ||
Stock compensation expense | 17,413 | 14,985 | 11,186 |
Amortization of debt discount, premium and issuance costs | 15,656 | 9,543 | 7,553 |
Deferred income taxes | (12,591) | (2,058) | 14,311 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (39,320) | (92,572) | (97,802) |
Other current assets | 17,450 | (2,503) | (1,729) |
Other assets | 9,290 | 4,713 | (103) |
Accounts payable | (15,492) | 2,345 | 5,997 |
Accrued expenses | 46,292 | 7,200 | (16,039) |
Net cash provided by operating activities | 346,603 | 208,415 | 170,642 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (472,206) | (1,061,628) | (1,211) |
Purchases of property and equipment | (161,633) | (182,642) | (95,246) |
Investment in businesses | (4,723) | (2,347) | (4,634) |
Proceeds from sale of equity investment | 3,779 | 33,096 | |
Proceeds from sale of assets and businesses | 80,463 | 1,767 | |
Net cash used in investing activities | (554,320) | (1,211,754) | (101,091) |
Financing activities | |||
Borrowings on revolving facilities | 575,000 | 1,135,000 | 910,000 |
Payments on revolving facilities | (655,000) | (895,000) | (870,000) |
Net proceeds from term loans (financing costs) | 795,344 | 623,575 | (2,139) |
Payments on term loans | (438,034) | (29,134) | (33,994) |
Net proceeds from 6.375% senior notes issuance | 109,355 | ||
Borrowings of other debt | 27,721 | 13,374 | 9,076 |
Principal payments on other debt | (21,401) | (18,136) | (14,673) |
Proceeds from bank overdrafts | 10,746 | 6,869 | 9,240 |
Tax benefit from stock based awards | 1,846 | 3,119 | |
Proceeds from issuance of non-controlling interests | 11,846 | 217,065 | 185 |
Purchase of non-controlling interests | (2,099) | (1,095) | (9,961) |
Distributions to non-controlling interests | (10,555) | (12,637) | (3,979) |
Net cash provided by (used in) financing activities | 292,311 | 1,014,420 | (70,516) |
Net increase (decrease) in cash and cash equivalents | 84,594 | 11,081 | (965) |
Cash and cash equivalents at beginning of period | 14,435 | 3,354 | 4,319 |
Cash and cash equivalents at end of period | 99,029 | 14,435 | 3,354 |
Select | |||
Operating activities | |||
Net income | 125,270 | 135,996 | 128,175 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,476 | 13,969 | 11,954 |
Depreciation and amortization | 145,311 | 104,981 | 68,354 |
Provision for bad debts | 69,093 | 59,372 | 44,600 |
Equity in earnings of unconsolidated subsidiaries | (19,943) | (16,811) | (7,044) |
Loss on early retirement of debt | 11,626 | 2,277 | |
Loss (gain) on sale of assets and businesses | (46,488) | (1,098) | (1,048) |
Gain on sale of equity investment | (2,779) | (29,647) | |
Impairment of equity investment | 5,339 | ||
Stock compensation expense | 17,413 | 14,985 | 11,186 |
Amortization of debt discount, premium and issuance costs | 15,656 | 9,543 | 7,553 |
Deferred income taxes | (12,591) | (2,058) | 14,311 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (39,320) | (92,572) | (97,802) |
Other current assets | 17,450 | (2,503) | (1,729) |
Other assets | 9,290 | 4,713 | (103) |
Accounts payable | (15,492) | 2,345 | 5,997 |
Accrued expenses | 46,292 | 7,200 | (16,039) |
Net cash provided by operating activities | 346,603 | 208,415 | 170,642 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (472,206) | (1,061,628) | (1,211) |
Purchases of property and equipment | (161,633) | (182,642) | (95,246) |
Investment in businesses | (4,723) | (2,347) | (4,634) |
Proceeds from sale of equity investment | 3,779 | 33,096 | |
Proceeds from sale of assets and businesses | 80,463 | 1,767 | |
Net cash used in investing activities | (554,320) | (1,211,754) | (101,091) |
Financing activities | |||
Borrowings on revolving facilities | 575,000 | 1,135,000 | 910,000 |
Payments on revolving facilities | (655,000) | (895,000) | (870,000) |
Net proceeds from term loans (financing costs) | 795,344 | 623,575 | (2,139) |
Payments on term loans | (438,034) | (29,134) | (33,994) |
Net proceeds from 6.375% senior notes issuance | 109,355 | ||
Term loan financing costs | (2,139) | ||
Borrowings of other debt | 27,721 | 13,374 | 9,076 |
Principal payments on other debt | (21,401) | (18,136) | (14,673) |
Proceeds from bank overdrafts | 10,746 | 6,869 | 9,240 |
Dividends paid to Holdings | (2,929) | (28,956) | (184,100) |
Equity investment by Holdings | 1,672 | 1,649 | 7,355 |
Tax benefit from stock based awards | 1,846 | 3,119 | |
Proceeds from issuance of non-controlling interests | 11,846 | 217,065 | 185 |
Purchase of non-controlling interests | (2,099) | (1,095) | (9,961) |
Distributions to non-controlling interests | (10,555) | (12,637) | (3,979) |
Net cash provided by (used in) financing activities | 292,311 | 1,014,420 | (70,516) |
Net increase (decrease) in cash and cash equivalents | 84,594 | 11,081 | (965) |
Cash and cash equivalents at beginning of period | 14,435 | 3,354 | 4,319 |
Cash and cash equivalents at end of period | 99,029 | 14,435 | 3,354 |
Select | Second Lien Credit Agreement | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Loss on early retirement of debt | 10,900 | ||
Select | Reportable legal entities | Select (Parent Company Only) | |||
Operating activities | |||
Net income | 115,411 | 130,736 | 120,627 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 5,348 | 4,292 | 3,723 |
Loss on early retirement of debt | 773 | 2,277 | |
Loss (gain) on sale of assets and businesses | (33,738) | ||
Stock compensation expense | 16,643 | 13,969 | 11,186 |
Amortization of debt discount, premium and issuance costs | 12,358 | 7,404 | 7,553 |
Deferred income taxes | (709) | (3,484) | 14,311 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Equity in earnings of subsidiaries | (113,567) | (132,519) | (126,069) |
Other current assets | (1,432) | (2,661) | 1,885 |
Other assets | (2,978) | 10,840 | 2,811 |
Accounts payable | 330 | 560 | 3,136 |
Accrued expenses | (1,287) | (1,508) | (6,353) |
Net cash provided by operating activities | (2,848) | 27,629 | 35,087 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (406,305) | ||
Purchases of property and equipment | (15,262) | (10,890) | (4,674) |
Proceeds from sale of assets and businesses | 63,418 | ||
Net cash used in investing activities | (358,149) | (10,890) | (4,674) |
Financing activities | |||
Borrowings on revolving facilities | 575,000 | 1,115,000 | 910,000 |
Payments on revolving facilities | (650,000) | (880,000) | (870,000) |
Net proceeds from term loans (financing costs) | 600,127 | ||
Payments on term loans | (230,524) | (26,884) | (33,994) |
Net proceeds from 6.375% senior notes issuance | 109,355 | ||
Term loan financing costs | (2,139) | ||
Borrowings of other debt | 11,935 | 8,684 | 8,151 |
Principal payments on other debt | (15,144) | (11,923) | (9,213) |
Proceeds from bank overdrafts | 10,746 | 6,869 | 9,240 |
Dividends paid to Holdings | (2,929) | (28,956) | (184,100) |
Equity investment by Holdings | 1,672 | 1,649 | 7,355 |
Tax benefit from stock based awards | 1,846 | 3,119 | |
Intercompany | 67,115 | (199,024) | 21,812 |
Net cash provided by (used in) financing activities | 367,998 | (12,739) | (30,414) |
Net increase (decrease) in cash and cash equivalents | 7,001 | 4,000 | (1) |
Cash and cash equivalents at beginning of period | 4,070 | 70 | 71 |
Cash and cash equivalents at end of period | 11,071 | 4,070 | 70 |
Select | Reportable legal entities | Subsidiary Guarantors | |||
Operating activities | |||
Net income | 105,915 | 138,616 | 127,007 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,380 | 13,870 | 11,889 |
Depreciation and amortization | 67,708 | 56,452 | 54,957 |
Provision for bad debts | 41,714 | 40,574 | 38,237 |
Equity in earnings of unconsolidated subsidiaries | (19,838) | (16,719) | (6,958) |
Loss (gain) on sale of assets and businesses | (12,975) | (1,128) | (1,168) |
Gain on sale of equity investment | (2,779) | (29,647) | |
Impairment of equity investment | 5,339 | ||
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Equity in earnings of subsidiaries | 4,982 | (8,966) | (7,690) |
Accounts receivable | 12,456 | (83,142) | (80,394) |
Other current assets | 10,019 | (2,236) | (4,004) |
Other assets | 51,559 | (6,415) | (2,566) |
Accounts payable | (23,842) | 8,569 | 2,440 |
Accrued expenses | 55,476 | 9,569 | (9,407) |
Net cash provided by operating activities | 316,114 | 119,397 | 122,343 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (59,520) | (397) | |
Purchases of property and equipment | (103,130) | (134,002) | (79,600) |
Investment in businesses | (4,723) | (2,347) | (4,634) |
Proceeds from sale of equity investment | 3,779 | 33,096 | |
Proceeds from sale of assets and businesses | 16,978 | 1,742 | |
Net cash used in investing activities | (146,616) | (101,511) | (84,631) |
Financing activities | |||
Principal payments on other debt | (751) | (2,736) | (2,058) |
Intercompany | (165,986) | (13,898) | (26,337) |
Purchase of non-controlling interests | (9,961) | ||
Net cash provided by (used in) financing activities | (166,737) | (16,634) | (38,356) |
Net increase (decrease) in cash and cash equivalents | 2,761 | 1,252 | (644) |
Cash and cash equivalents at beginning of period | 3,706 | 2,454 | 3,098 |
Cash and cash equivalents at end of period | 6,467 | 3,706 | 2,454 |
Select | Reportable legal entities | Non-Guarantor Subsidiaries | |||
Operating activities | |||
Net income | (7,132) | 18,134 | 14,300 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Distributions from unconsolidated subsidiaries | 96 | 99 | 65 |
Depreciation and amortization | 11,538 | 10,593 | 9,674 |
Provision for bad debts | 9,229 | 9,207 | 6,363 |
Equity in earnings of unconsolidated subsidiaries | (105) | (92) | (86) |
Loss (gain) on sale of assets and businesses | 246 | 16 | 120 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (36,768) | (10,255) | (17,408) |
Other current assets | (4,328) | (396) | 390 |
Other assets | (53,268) | 288 | (348) |
Accounts payable | 4,944 | 2,654 | 421 |
Accrued expenses | (3,803) | 5,696 | (279) |
Net cash provided by operating activities | (79,351) | 35,944 | 13,212 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (953) | (8,832) | (814) |
Purchases of property and equipment | (27,295) | (10,979) | (10,972) |
Proceeds from sale of assets and businesses | 67 | 24 | |
Net cash used in investing activities | (28,181) | (19,787) | (11,786) |
Financing activities | |||
Borrowings of other debt | 12,970 | 1,681 | 925 |
Principal payments on other debt | (2,554) | (1,513) | (3,402) |
Proceeds from issuance of non-controlling interests | 11,846 | 185 | |
Intercompany | 98,871 | (5,013) | 4,525 |
Purchase of non-controlling interests | (2,099) | (1,095) | |
Distributions to non-controlling interests | (7,071) | (10,422) | (3,979) |
Net cash provided by (used in) financing activities | 111,963 | (16,362) | (1,746) |
Net increase (decrease) in cash and cash equivalents | 4,431 | (205) | (320) |
Cash and cash equivalents at beginning of period | 625 | 830 | 1,150 |
Cash and cash equivalents at end of period | 5,056 | 625 | 830 |
Select | Reportable legal entities | Non-Guarantor Concentra | |||
Operating activities | |||
Net income | 19,661 | (10,005) | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 60,717 | 33,644 | |
Provision for bad debts | 18,150 | 9,591 | |
Loss on early retirement of debt | 10,853 | ||
Loss (gain) on sale of assets and businesses | (21) | 14 | |
Stock compensation expense | 770 | 1,016 | |
Amortization of debt discount, premium and issuance costs | 3,298 | 2,139 | |
Deferred income taxes | (11,882) | 1,426 | |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (15,008) | 825 | |
Other current assets | 13,191 | 2,790 | |
Other assets | 13,977 | ||
Accounts payable | 3,076 | (9,438) | |
Accrued expenses | (4,094) | (6,557) | |
Net cash provided by operating activities | 112,688 | 25,445 | |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (5,428) | (1,052,796) | |
Purchases of property and equipment | (15,946) | (26,771) | |
Proceeds from sale of assets and businesses | 1 | ||
Net cash used in investing activities | (21,374) | (1,079,566) | |
Financing activities | |||
Borrowings on revolving facilities | 20,000 | ||
Payments on revolving facilities | (5,000) | (15,000) | |
Net proceeds from term loans (financing costs) | 195,217 | 623,575 | |
Payments on term loans | (207,510) | (2,250) | |
Borrowings of other debt | 2,816 | 3,009 | |
Principal payments on other debt | (2,952) | (1,964) | |
Proceeds from issuance of non-controlling interests | 217,065 | ||
Intercompany | 217,935 | ||
Distributions to non-controlling interests | (3,484) | (2,215) | |
Net cash provided by (used in) financing activities | (20,913) | 1,060,155 | |
Net increase (decrease) in cash and cash equivalents | 70,401 | 6,034 | |
Cash and cash equivalents at beginning of period | 6,034 | ||
Cash and cash equivalents at end of period | 76,435 | 6,034 | |
Select | Eliminations | |||
Operating activities | |||
Net income | (108,585) | (141,485) | (133,759) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Equity in earnings of subsidiaries | $ 108,585 | $ 141,485 | $ 133,759 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jan. 27, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event | |||
New credit facilities | $ 2,698,989 | $ 2,385,896 | |
Select | Forecast | New senior secured credit facility | Term loans | Subsequent Events | |||
Subsequent Event | |||
New credit facilities | $ 1,150,000 | ||
Select | Forecast | New senior secured credit facility | Revolving credit facility | Subsequent Events | |||
Subsequent Event | |||
New credit facilities | $ 450,000 | ||
Select | Forecast | New senior secured credit facility | LIBOR | Term loans | Subsequent Events | |||
Subsequent Event | |||
Variable rate basis | LIBOR | ||
Interest rate margin (as a percent) | 3.50% | ||
Select | Forecast | New senior secured credit facility | LIBOR | Revolving credit facility | Subsequent Events | |||
Subsequent Event | |||
Variable rate basis | LIBOR | ||
Interest rate margin (as a percent) | 3.25% | ||
Select | Forecast | New senior secured credit facility | LIBOR floor | Term loans | Subsequent Events | |||
Subsequent Event | |||
Variable rate basis | LIBOR floor | ||
Interest rate margin (as a percent) | 1.00% |
Selected Quarterly Financial 80
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Selected Quarterly Financial Data (Unaudited) | |||||||||||
Net operating revenues | $ 1,046,265 | $ 1,053,795 | $ 1,097,631 | $ 1,088,330 | $ 1,039,205 | $ 1,021,123 | $ 887,065 | $ 795,343 | $ 4,286,021 | $ 3,742,736 | $ 3,065,017 |
Income from operations | 55,745 | 56,162 | 101,054 | 86,886 | 62,300 | 48,214 | 85,011 | 79,265 | 299,847 | 274,790 | 284,476 |
Net income attributable to Select Medical Holdings Corporation | $ 20,172 | $ 6,471 | $ 33,935 | $ 54,833 | $ 29,327 | $ 29,406 | $ 36,940 | $ 35,063 | $ 115,411 | $ 130,736 | $ 120,627 |
Income per common share: | |||||||||||
Basic (in dollars per share) | $ 0.15 | $ 0.05 | $ 0.26 | $ 0.42 | $ 0.22 | $ 0.22 | $ 0.28 | $ 0.27 | $ 0.88 | $ 1 | $ 0.91 |
Diluted (in dollars per share) | $ 0.15 | $ 0.05 | $ 0.26 | $ 0.42 | $ 0.22 | $ 0.22 | $ 0.28 | $ 0.27 | $ 0.87 | $ 0.99 | $ 0.91 |
Schedule II - Valuation and Q81
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts | |||
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Year | $ 61,133 | $ 46,425 | $ 40,815 |
Charged to Cost and Expenses | 69,093 | 59,372 | 44,600 |
Deductions | (66,439) | (44,664) | (38,990) |
Balance at End of Year | 63,787 | 61,133 | 46,425 |
Income Tax Valuation Allowance | |||
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Year | 7,586 | 9,641 | 10,547 |
Charged to Cost and Expenses | 18,835 | (2,055) | (906) |
Balance at End of Year | $ 26,421 | $ 7,586 | $ 9,641 |