Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 01, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
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 | $ 1,636,498,421 | ||
Entity Common Stock, Shares Outstanding | 134,103,978 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 122,549 | $ 99,029 |
Accounts receivable, net of allowance for doubtful accounts of $63,787 and $75,544 at 2016 and 2017, respectively | 691,732 | 573,752 |
Prepaid income taxes | 31,387 | 12,423 |
Other current assets | 75,158 | 77,699 |
Total Current Assets | 920,826 | 762,903 |
Property and equipment, net | 912,591 | 892,217 |
Goodwill | 2,782,812 | 2,751,000 |
Identifiable intangible assets, net | 326,519 | 340,562 |
Other assets | 184,418 | 173,944 |
Total Assets | 5,127,166 | 4,920,626 |
Current Liabilities: | ||
Overdrafts | 29,463 | 39,362 |
Current portion of long-term debt and notes payable | 22,187 | 13,656 |
Accounts payable | 128,194 | 126,558 |
Accrued payroll | 160,562 | 146,397 |
Accrued vacation | 92,875 | 83,261 |
Accrued interest | 19,885 | 22,325 |
Accrued other | 143,166 | 140,076 |
Income taxes payable | 9,071 | 0 |
Total Current Liabilities | 605,403 | 571,635 |
Long-term debt, net of current portion | 2,677,715 | 2,685,333 |
Non-current deferred tax liability | 124,917 | 199,078 |
Other non-current liabilities | 145,709 | 136,520 |
Total Liabilities | 3,553,744 | 3,592,566 |
Commitments and contingencies (Note 15) | ||
Redeemable non-controlling interests | 640,818 | 422,159 |
Stockholders’ Equity: | ||
Common stock | 134 | 132 |
Capital in excess of par | 463,499 | 443,908 |
Retained earnings (accumulated deficit) | 359,735 | 371,685 |
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 823,368 | 815,725 |
Non-controlling interests | 109,236 | 90,176 |
Total Equity | 932,604 | 905,901 |
Total Liabilities and Equity | 5,127,166 | 4,920,626 |
Select | ||
Current Assets: | ||
Cash and cash equivalents | 122,549 | 99,029 |
Accounts receivable, net of allowance for doubtful accounts of $63,787 and $75,544 at 2016 and 2017, respectively | 691,732 | 573,752 |
Prepaid income taxes | 31,387 | 12,423 |
Other current assets | 75,158 | 77,699 |
Total Current Assets | 920,826 | 762,903 |
Property and equipment, net | 912,591 | 892,217 |
Goodwill | 2,782,812 | 2,751,000 |
Identifiable intangible assets, net | 326,519 | 340,562 |
Other assets | 184,418 | 173,944 |
Total Assets | 5,127,166 | 4,920,626 |
Current Liabilities: | ||
Overdrafts | 29,463 | 39,362 |
Current portion of long-term debt and notes payable | 22,187 | 13,656 |
Accounts payable | 128,194 | 126,558 |
Accrued payroll | 160,562 | 146,397 |
Accrued vacation | 92,875 | 83,261 |
Accrued interest | 19,885 | 22,325 |
Accrued other | 143,166 | 140,076 |
Income taxes payable | 9,071 | |
Total Current Liabilities | 605,403 | 571,635 |
Long-term debt, net of current portion | 2,677,715 | 2,685,333 |
Non-current deferred tax liability | 124,917 | 199,078 |
Other non-current liabilities | 145,709 | 136,520 |
Total Liabilities | 3,553,744 | 3,592,566 |
Commitments and contingencies (Note 15) | ||
Redeemable non-controlling interests | 640,818 | 422,159 |
Stockholders’ Equity: | ||
Common stock | 0 | 0 |
Capital in excess of par | 947,370 | 925,111 |
Retained earnings (accumulated deficit) | (124,002) | (109,386) |
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 823,368 | 815,725 |
Non-controlling interests | 109,236 | 90,176 |
Total Equity | 932,604 | 905,901 |
Total Liabilities and Equity | $ 5,127,166 | $ 4,920,626 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 75,544 | $ 63,787 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, shares issued (in shares) | 134,114,715 | 132,596,758 |
Common stock, shares outstanding (in shares) | 134,114,715 | 132,596,758 |
Select | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 75,544 | $ 63,787 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 100 | 100 |
Common stock, shares outstanding (in shares) | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating revenues | $ 4,443,603 | $ 4,286,021 | $ 3,742,736 |
Costs and expenses: | |||
Cost of services | 3,734,176 | 3,664,843 | 3,211,541 |
General and administrative | 114,047 | 106,927 | 92,052 |
Bad debt expense | 79,491 | 69,093 | 59,372 |
Depreciation and amortization | 160,011 | 145,311 | 104,981 |
Total costs and expenses | 4,087,725 | 3,986,174 | 3,467,946 |
Income from operations | 355,878 | 299,847 | 274,790 |
Other income and expense: | |||
Loss on early retirement of debt | (19,719) | (11,626) | 0 |
Equity in earnings of unconsolidated subsidiaries | 21,054 | 19,943 | 16,811 |
Non-operating gain (loss) | (49) | 42,651 | 29,647 |
Interest income (expense) | (154,703) | (170,081) | (112,816) |
Income before income taxes | 202,461 | 180,734 | 208,432 |
Income tax expense (benefit) | (18,184) | 55,464 | 72,436 |
Net income | 220,645 | 125,270 | 135,996 |
Less: Net income attributable to non-controlling interests | 43,461 | 9,859 | 5,260 |
Net income attributable to Select Medical Holdings Corporation | $ 177,184 | $ 115,411 | $ 130,736 |
Basic (in dollars per share) | $ 1.33 | $ 0.88 | $ 1 |
Diluted (in dollars per share) | 1.33 | 0.87 | 0.99 |
Dividends paid per share (in dollars per shares) | $ 0 | $ 0 | $ 0.10 |
Weighted average shares outstanding: | |||
Basic (in shares) | 128,955 | 127,813 | 127,478 |
Diluted (in shares) | 129,126 | 127,968 | 127,752 |
Select | |||
Net operating revenues | $ 4,443,603 | $ 4,286,021 | $ 3,742,736 |
Costs and expenses: | |||
Cost of services | 3,734,176 | 3,664,843 | 3,211,541 |
General and administrative | 114,047 | 106,927 | 92,052 |
Bad debt expense | 79,491 | 69,093 | 59,372 |
Depreciation and amortization | 160,011 | 145,311 | 104,981 |
Total costs and expenses | 4,087,725 | 3,986,174 | 3,467,946 |
Income from operations | 355,878 | 299,847 | 274,790 |
Other income and expense: | |||
Loss on early retirement of debt | (19,719) | (11,626) | 0 |
Equity in earnings of unconsolidated subsidiaries | 21,054 | 19,943 | 16,811 |
Non-operating gain (loss) | (49) | 42,651 | 29,647 |
Interest income (expense) | (154,703) | (170,081) | (112,816) |
Income before income taxes | 202,461 | 180,734 | 208,432 |
Income tax expense (benefit) | (18,184) | 55,464 | 72,436 |
Net income | 220,645 | 125,270 | 135,996 |
Less: Net income attributable to non-controlling interests | 43,461 | 9,859 | 5,260 |
Net income attributable to Select Medical Holdings Corporation | $ 177,184 | $ 115,411 | $ 130,736 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity and Income - USD ($) $ in Thousands | Total | Select | Common Stock | Common StockSelect | Capital in Excess of Par | Capital in Excess of ParSelect | Retained Earnings | Retained EarningsSelect | Total Stockholders’ Equity | Total Stockholders’ EquitySelect | Non-controlling Interests | Non-controlling InterestsSelect |
Balance at Dec. 31, 2014 | $ 10,985 | $ 10,985 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Net income (loss) attributable to non-controlling interests | (2,190) | (2,190) | ||||||||||
Issuance of non-controlling interests | 218,005 | 218,005 | ||||||||||
Acquired non-controlling interests | 14,196 | 14,196 | ||||||||||
Purchase of non-controlling interests | (876) | (876) | ||||||||||
Distributions to non-controlling interests | (2,909) | (2,909) | ||||||||||
Redemption adjustment on non-controlling interests | 1,010 | 1,010 | ||||||||||
Balance at Dec. 31, 2015 | 238,221 | 238,221 | ||||||||||
Balance (in shares) at Dec. 31, 2014 | 131,233,000 | 0 | ||||||||||
Balance at Dec. 31, 2014 | 775,240 | 775,240 | $ 131 | $ 0 | $ 413,706 | $ 885,407 | $ 325,678 | $ (145,892) | $ 739,515 | $ 739,515 | $ 35,725 | $ 35,725 |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 130,736 | 130,736 | 130,736 | 130,736 | 130,736 | 130,736 | ||||||
Net income (loss) attributable to non-controlling interests | 7,450 | 7,450 | 7,450 | 7,450 | ||||||||
Dividends paid to common stockholders | $ (13,129) | (13,129) | (13,129) | |||||||||
Additional investment by Holdings | 1,649 | 1,649 | 1,649 | |||||||||
Dividends declared and paid to Holdings | (28,956) | (28,956) | (28,956) | |||||||||
Contribution related to restricted stock awards and stock option issuances by Holdings | 13,969 | 13,969 | 13,969 | |||||||||
Issuance and vesting of restricted stock (in shares) | 1,385,000 | 1,385,000 | ||||||||||
Issuance and vesting of restricted stock | $ 13,916 | $ 0 | 13,916 | 13,916 | ||||||||
Tax benefit from stock based awards | $ 1,846 | 1,846 | 1,846 | 1,846 | 1,846 | 1,846 | ||||||
Repurchase of common shares (in shares) | (1,032,334) | (1,518,000) | ||||||||||
Repurchase of common shares | $ (15,827) | $ 0 | (8,168) | (7,659) | (15,827) | |||||||
Stock option expense | $ 53 | 53 | 53 | |||||||||
Exercise of stock options (in shares) | 183,000 | 183,000 | ||||||||||
Exercise of stock options | $ 1,649 | $ 0 | 1,649 | 1,649 | ||||||||
Issuance of non-controlling interests | 14,569 | 14,569 | 1,689 | 1,689 | 1,689 | 1,689 | 12,880 | 12,880 | ||||
Acquired non-controlling interests | 2,888 | 2,888 | 2,888 | 2,888 | ||||||||
Purchase of non-controlling interests | (219) | (219) | (194) | (194) | (194) | (194) | (25) | (25) | ||||
Distributions to non-controlling interests | (9,732) | (9,732) | (9,732) | (9,732) | ||||||||
Redemption adjustment on non-controlling interests | (1,010) | (1,010) | (1,010) | (1,010) | (1,010) | (1,010) | ||||||
Other | 87 | 87 | 9 | 9 | 9 | 9 | 78 | 78 | ||||
Balance (in shares) at Dec. 31, 2015 | 131,283,000 | 0 | ||||||||||
Balance at Dec. 31, 2015 | 908,517 | 908,517 | $ 131 | $ 0 | 424,506 | 904,375 | 434,616 | (45,122) | 859,253 | 859,253 | 49,264 | 49,264 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Net income (loss) attributable to non-controlling interests | 12,479 | 12,479 | ||||||||||
Purchase of non-controlling interests | (2,753) | (2,753) | ||||||||||
Distributions to non-controlling interests | (3,231) | (3,231) | ||||||||||
Redemption adjustment on non-controlling interests | 177,216 | 177,216 | ||||||||||
Other | 227 | 227 | ||||||||||
Balance at Dec. 31, 2016 | 422,159 | 422,159 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 115,411 | 115,411 | 115,411 | 115,411 | 115,411 | 115,411 | ||||||
Net income (loss) attributable to non-controlling interests | $ (2,620) | (2,620) | (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 (in shares) | 1,426,000 | 1,344,000 | ||||||||||
Issuance and vesting of restricted stock | $ 16,640 | $ 1 | 16,639 | 16,640 | ||||||||
Repurchase of common shares (in shares) | 0 | (232,000) | ||||||||||
Repurchase of common shares | $ (2,929) | $ 0 | (1,333) | (1,596) | (2,929) | |||||||
Stock option expense | $ 4 | 4 | 4 | |||||||||
Exercise of stock options (in shares) | 202,000 | 202,000 | ||||||||||
Exercise of stock options | $ 1,672 | $ 0 | 1,672 | 1,672 | ||||||||
Issuance of non-controlling interests | 50,178 | 50,178 | 2,377 | 2,377 | 2,377 | 2,377 | 47,801 | 47,801 | ||||
Acquired non-controlling interests | 2,514 | 2,514 | 2,514 | 2,514 | ||||||||
Purchase of non-controlling interests | 654 | 654 | 75 | 75 | 579 | 579 | 654 | 654 | ||||
Distributions to non-controlling interests | (7,324) | (7,324) | (7,324) | (7,324) | ||||||||
Redemption adjustment on non-controlling interests | (177,216) | (177,216) | (177,216) | (177,216) | (177,216) | (177,216) | ||||||
Other | $ 400 | $ 400 | (32) | (32) | (109) | (109) | (141) | (141) | 541 | 541 | ||
Balance (in shares) at Dec. 31, 2016 | 132,596,758 | 100 | 132,597,000 | 0 | ||||||||
Balance at Dec. 31, 2016 | $ 905,901 | $ 905,901 | $ 132 | $ 0 | 443,908 | 925,111 | 371,685 | (109,386) | 815,725 | 815,725 | 90,176 | 90,176 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Net income (loss) attributable to non-controlling interests | 35,639 | 35,639 | ||||||||||
Purchase of non-controlling interests | (127) | (127) | ||||||||||
Distributions to non-controlling interests | (5,207) | (5,207) | ||||||||||
Redemption adjustment on non-controlling interests | 187,506 | 187,506 | ||||||||||
Other | 848 | 848 | ||||||||||
Balance at Dec. 31, 2017 | 640,818 | 640,818 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Net income | 177,184 | 177,184 | 177,184 | 177,184 | 177,184 | 177,184 | ||||||
Net income (loss) attributable to non-controlling interests | $ 7,822 | 7,822 | 7,822 | 7,822 | ||||||||
Additional investment by Holdings | 2,017 | 2,017 | 2,017 | |||||||||
Dividends declared and paid to Holdings | (4,753) | (4,753) | (4,753) | |||||||||
Contribution related to restricted stock awards and stock option issuances by Holdings | 18,291 | 18,291 | 18,291 | |||||||||
Issuance and vesting of restricted stock (in shares) | 1,598,000 | 1,571,000 | ||||||||||
Issuance and vesting of restricted stock | $ 18,291 | $ 2 | 18,289 | 18,291 | ||||||||
Repurchase of common shares (in shares) | 0 | (280,000) | ||||||||||
Repurchase of common shares | $ (4,753) | $ 0 | (2,666) | (2,087) | (4,753) | |||||||
Exercise of stock options (in shares) | 226,845 | 227,000 | ||||||||||
Exercise of stock options | $ 2,017 | $ 0 | 2,017 | 2,017 | ||||||||
Issuance of non-controlling interests | 18,280 | 18,280 | 1,951 | 1,951 | 1,951 | 1,951 | 16,329 | 16,329 | ||||
Purchase of non-controlling interests | 7 | 7 | 7 | 7 | 7 | 7 | ||||||
Distributions to non-controlling interests | (5,293) | (5,293) | (5,293) | (5,293) | ||||||||
Redemption adjustment on non-controlling interests | (187,506) | (187,506) | (187,506) | (187,506) | (187,506) | (187,506) | ||||||
Other | $ 654 | $ 654 | 452 | 452 | 452 | 452 | 202 | 202 | ||||
Balance (in shares) at Dec. 31, 2017 | 134,114,715 | 100 | 134,115,000 | 0 | ||||||||
Balance at Dec. 31, 2017 | $ 932,604 | $ 932,604 | $ 134 | $ 0 | $ 463,499 | $ 947,370 | $ 359,735 | $ (124,002) | $ 823,368 | $ 823,368 | $ 109,236 | $ 109,236 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income | $ 220,645 | $ 125,270 | $ 135,996 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,006 | 20,476 | 13,969 |
Depreciation and amortization | 160,011 | 145,311 | 104,981 |
Provision for bad debts | 79,491 | 69,093 | 59,372 |
Equity in earnings of unconsolidated subsidiaries | (21,054) | (19,943) | (16,811) |
Loss on extinguishment of debt | 6,527 | 11,626 | 0 |
Gain on sale of assets and businesses | (10,349) | (46,488) | (1,098) |
Gain on sale of equity investment | 0 | (2,779) | (29,647) |
Impairment of equity investment | 0 | 5,339 | 0 |
Stock compensation expense | 19,284 | 17,413 | 14,985 |
Amortization of debt discount, premium and issuance costs | 11,130 | 15,656 | 9,543 |
Deferred income taxes | (72,324) | (12,591) | (2,058) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (197,191) | (39,320) | (92,572) |
Other current assets | 1,597 | 17,450 | (2,503) |
Other assets | (886) | 9,290 | 4,713 |
Accounts payable | 3,903 | (15,492) | 2,345 |
Accrued expenses | 17,341 | 46,292 | 7,200 |
Net cash provided by operating activities | 238,131 | 346,603 | 208,415 |
Investing activities | |||
Business combinations, net of cash acquired | (27,390) | (472,206) | (1,061,628) |
Purchases of property and equipment | (233,243) | (161,633) | (182,642) |
Investment in businesses | (12,682) | (4,723) | (2,347) |
Proceeds from sale of assets and businesses | 80,350 | 80,463 | 1,767 |
Proceeds from sale of equity investment | 0 | 3,779 | 33,096 |
Net cash used in investing activities | (192,965) | (554,320) | (1,211,754) |
Financing activities | |||
Borrowings on revolving facilities | 970,000 | 575,000 | 1,135,000 |
Payments on revolving facilities | (960,000) | (655,000) | (895,000) |
Proceeds from term loans | 1,139,487 | 795,344 | 623,575 |
Payments on term loans | (1,179,442) | (438,034) | (29,134) |
Revolving facility debt issuance costs | (4,392) | 0 | 0 |
Borrowings of other debt | 46,621 | 27,721 | 13,374 |
Principal payments on other debt | (20,647) | (21,401) | (18,136) |
Dividends paid to common stockholders | 0 | 0 | (13,129) |
Repurchase of common stock | (4,753) | (2,929) | (15,827) |
Proceeds from exercise of stock options | 2,017 | 1,672 | 1,649 |
Tax benefit from stock based awards | 0 | 0 | 1,846 |
Increase (decrease) in overdrafts | (9,899) | 10,746 | 6,869 |
Proceeds from issuance of non-controlling interests | 9,982 | 11,846 | 217,065 |
Purchase of non-controlling interests | (120) | (2,099) | (1,095) |
Distributions to non-controlling interests | (10,500) | (10,555) | (12,637) |
Net cash provided by (used in) financing activities | (21,646) | 292,311 | 1,014,420 |
Net increase in cash and cash equivalents | 23,520 | 84,594 | 11,081 |
Cash and cash equivalents at beginning of period | 99,029 | 14,435 | 3,354 |
Cash and cash equivalents at end of period | 122,549 | 99,029 | 14,435 |
Supplemental Information | |||
Cash paid for interest | 149,156 | 142,640 | 103,166 |
Cash paid for taxes | 64,991 | 70,756 | 79,420 |
Liabilities for purchases of property and equipment | 30,043 | 32,861 | 36,744 |
Select | |||
Operating activities | |||
Net income | 220,645 | 125,270 | 135,996 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,006 | 20,476 | 13,969 |
Depreciation and amortization | 160,011 | 145,311 | 104,981 |
Provision for bad debts | 79,491 | 69,093 | 59,372 |
Equity in earnings of unconsolidated subsidiaries | (21,054) | (19,943) | (16,811) |
Loss on extinguishment of debt | 6,527 | 11,626 | 0 |
Gain on sale of assets and businesses | (10,349) | (46,488) | (1,098) |
Gain on sale of equity investment | 0 | (2,779) | (29,647) |
Impairment of equity investment | 0 | 5,339 | 0 |
Stock compensation expense | 19,284 | 17,413 | 14,985 |
Amortization of debt discount, premium and issuance costs | 11,130 | 15,656 | 9,543 |
Deferred income taxes | (72,324) | (12,591) | (2,058) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (197,191) | (39,320) | (92,572) |
Other current assets | 1,597 | 17,450 | (2,503) |
Other assets | (886) | 9,290 | 4,713 |
Accounts payable | 3,903 | (15,492) | 2,345 |
Accrued expenses | 17,341 | 46,292 | 7,200 |
Net cash provided by operating activities | 238,131 | 346,603 | 208,415 |
Investing activities | |||
Business combinations, net of cash acquired | (27,390) | (472,206) | (1,061,628) |
Purchases of property and equipment | (233,243) | (161,633) | (182,642) |
Investment in businesses | (12,682) | (4,723) | (2,347) |
Proceeds from sale of assets and businesses | 80,350 | 80,463 | 1,767 |
Proceeds from sale of equity investment | 0 | 3,779 | 33,096 |
Net cash used in investing activities | (192,965) | (554,320) | (1,211,754) |
Financing activities | |||
Borrowings on revolving facilities | 970,000 | 575,000 | 1,135,000 |
Payments on revolving facilities | (960,000) | (655,000) | (895,000) |
Proceeds from term loans | 1,139,487 | 795,344 | 623,575 |
Payments on term loans | (1,179,442) | (438,034) | (29,134) |
Revolving facility debt issuance costs | (4,392) | 0 | 0 |
Borrowings of other debt | 46,621 | 27,721 | 13,374 |
Principal payments on other debt | (20,647) | (21,401) | (18,136) |
Dividends paid to Holdings | (4,753) | (2,929) | (28,956) |
Equity investment by Holdings | 2,017 | 1,672 | 1,649 |
Tax benefit from stock based awards | 0 | 0 | 1,846 |
Increase (decrease) in overdrafts | (9,899) | 10,746 | 6,869 |
Proceeds from issuance of non-controlling interests | 9,982 | 11,846 | 217,065 |
Purchase of non-controlling interests | (120) | (2,099) | (1,095) |
Distributions to non-controlling interests | (10,500) | (10,555) | (12,637) |
Net cash provided by (used in) financing activities | (21,646) | 292,311 | 1,014,420 |
Net increase in cash and cash equivalents | 23,520 | 84,594 | 11,081 |
Cash and cash equivalents at beginning of period | 99,029 | 14,435 | 3,354 |
Cash and cash equivalents at end of period | 122,549 | 99,029 | 14,435 |
Supplemental Information | |||
Cash paid for interest | 149,156 | 142,640 | 103,166 |
Cash paid for taxes | 64,991 | 70,756 | 79,420 |
Liabilities for purchases of property and equipment | $ 30,043 | $ 32,861 | $ 36,744 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Organization and Significant Accounting Policies Business Description Select Medical Corporation (“Select”) was formed in December 1996 and commenced operations during February 1997 upon the completion of its first acquisition. Select Medical Holdings Corporation (“Holdings”) was formed in October 2004 for the purpose of effecting 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 four business segments: long term acute care, inpatient rehabilitation, outpatient rehabilitation, and Concentra. The Company’s long term acute care segment consists of hospitals designed to serve the needs of long term acute patients and the inpatient rehabilitation segment consists of hospitals designed to serve patients that require intensive rehabilitation care. Patients are typically admitted to the Company’s long term acute care hospitals (“LTCHs”) and inpatient rehabilitation facilities (“IRFs”) from general acute care hospitals. These patients have specialized needs, with serious and often complex medical conditions. The Company operated 100 LTCHs and 24 IRFs at December 31, 2017 . The Company’s outpatient rehabilitation segment consists of clinics that provide physical, occupational, and speech rehabilitation services. At December 31, 2017 , the Company operated 1,616 outpatient clinics. The Company’s Concentra segment consists of occupational health centers and contract services provided at employer worksites and Department of Veterans Affairs community-based outpatient clinics (“CBOCs”) that deliver occupational medicine, physical therapy, veteran’s healthcare, and consumer health services. At December 31, 2017 , the Company operated 312 occupational health centers, 105 medical facilities located at the workplaces of Concentra’s employer customers, and 32 Department of Veterans Affairs CBOCs. At December 31, 2017 , the Company had operations in 47 states and the District of Columbia. Principles of Consolidation The consolidated financial statements include the accounts of the Company; the subsidiaries, limited liability companies, and limited partnerships in which the Company has a controlling financial interest; and its subsidiaries’ controlling financial interests in limited partnerships and limited liability companies. 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 contingencies, 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, 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. Segment Reporting The Company identifies its operating segments according to how the chief operating decision maker evaluates financial performance and allocates resources. During 2017, the Company changed its internal segment reporting structure which is reflective of how the Company now manages its business operations, reviews operating performance, and allocates resources. For the year ended December 31, 2017, the Company’s reportable segments include long term acute care, inpatient rehabilitation, outpatient rehabilitation, and Concentra. Prior year results for the years ended December 31, 2015 and 2016 presented herein have been recast to conform to the current presentation. Prior to 2017, the Company disclosed financial information for the following reportable segments: specialty hospitals, outpatient rehabilitation, and Concentra. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost which approximates fair value. Accounts Receivable 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% and 0.6% of the net accounts receivable balance before doubtful accounts at December 31, 2016 and 2017 , respectively. The Company’s general policy is to verify insurance coverage prior to the date of admission for patients admitted to the Company’s LTCHs and IRFs. Within the Company’s outpatient rehabilitation clinics, the Company verifies insurance coverage prior to the patient’s visit. Within the Company’s Concentra centers, the Company verifies insurance coverage or receives authorization from the patient’s employer prior to the patient’s visit. 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. Financial Instruments The Company accounts for its financial instruments in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosure . The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and indebtedness. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short-term maturity of these instruments. The face values, carrying values, and fair values of the Company’s indebtedness are presented in Note 8. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Maintenance and repairs of property and equipment are expensed as incurred. Improvements that increase the estimated useful life of an asset are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and depreciated over the estimated useful lives once the software is placed in service. Capitalized software costs are included within furniture and equipment. Software training costs, maintenance, and repairs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, as appropriate. The general range of useful lives is as follows: Land improvements 2 - 25 years Leasehold improvements 1 - 15 years Buildings 40 years Building improvements 5 - 20 years Furniture and equipment 1 - 20 years The Company reviews the realizability of long-lived assets whenever events or circumstances occur which indicate recorded costs may not be recoverable. Gains or losses related to the retirement or disposal of property and equipment are reported as a component of income from operations. Intangible Assets Goodwill and other indefinite-lived intangible assets Goodwill and other indefinite-lived intangible assets are recognized primarily as the result of business combinations. Goodwill is assigned to reporting units based upon the specific nature of the business acquired. When a business combination contains business components related to more than one reporting unit, goodwill is assigned to each reporting unit based upon an allocation determined by the relative fair values of the business acquired. Goodwill and other indefinite‑lived intangible assets are not amortized, but instead are subject to periodic impairment evaluations. Impairment tests are required to be conducted at least annually or when events or conditions occur that might suggest a possible impairment. These events or conditions include, but are not limited to: a significant adverse change in the business environment, regulatory environment or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. In performing the quantitative periodic impairment tests for goodwill, 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. When the Company determines the fair value of its reporting units, the Company considers both the income and market approach. Included in the 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 implied 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. At December 31, 2017 , the Company’s indefinite-lived intangible assets consist of trademarks, certificates of need, and accreditations. In performing the quantitative periodic impairment tests for the Company’s trademarks, the fair value of the trademark is compared to its carrying value. 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 the trademark, the Company uses a relief from royalty income approach. For the Company’s certificates of need and accreditations, the Company performs a qualitative assessment. As part of this assessment, the Company evaluates the current business environment, regulatory environment, legal and other company-specific factors. If it is more likely than not that the fair value is less than the carrying value, the Company performs a quantitative impairment test. The Company’s most recent impairment assessment was completed during the fourth quarter of 2017 utilizing financial information as of October 1, 2017 . The Company did not identify any instances of impairment with respect to goodwill or other indefinite-lived intangible assets as of October 1, 2017 . During the fourth quarter of 2017, the Company determined that it was operating through four operating segments, which resulted in a change to the Company’s reporting units. As of December 31, 2017 , our reporting units include long term acute care, inpatient rehabilitation, outpatient rehabilitation, and Concentra. Previously, the Company had three reporting units: specialty hospitals, outpatient rehabilitation, and Concentra. Goodwill was allocated to the long term acute care and inpatient rehabilitation reporting units based upon the relative fair values of these reporting units. The Company completed an assessment of potential goodwill impairment for each of these reporting units immediately after the allocation of goodwill and determined that no impairment existed. Other finite-lived intangible assets At December 31, 2017 , the Company’s finite-lived intangible assets consist of customer relationships, non-compete agreements, and leasehold interests. Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted. If such a pattern cannot be reliably determined, finite-lived intangible assets are amortized on a straight-line basis over their estimated lives. Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 6 - 17 years Leasehold interests 1 - 15 years Non-compete agreements 1 - 15 years The Company reviews the realizability of finite-lived intangible assets whenever events or circumstances occur which indicate recorded amounts may not be recoverable. If the expected undiscounted future cash flows are less than the carrying amount of such assets, the Company recognizes an impairment loss to the extent the carrying amount of the assets exceeds their estimated fair value. Equity Method Investments 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 exceed 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 for services rendered and amounts estimated to be reimbursed 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 carryforwards. 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. Tax Cuts and Jobs Act On December 22, 2017 the Tax Cuts and Jobs Act (the “Act") was signed into law. The Act reduces the federal statutory tax rate to 21% from 35% . ASC 740, Income Taxes , requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. While the effective date of the new corporate tax rate is January 1, 2018, the Company recorded the effect on its December 31, 2017 deferred tax balances. Applying the effects of a lower corporate tax rate to deferred tax assets and liabilities and considering provisions of the Act in a relatively short period of time requires significant estimation and judgment. The Company has been able to make reasonable estimates of the Act's provisions and has recorded an income tax benefit of $71.5 million to reflect these effects. 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 outside 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 have been adjusted to their approximate redemption values. As of December 31, 2016 and 2017 , the Company believes the redemption amounts of these ownership interests approximate fair value. Net income or loss is attributed 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 or loss attributable to non-controlling interests and redeemable non-controlling interests. The results of Holdings are identical to those of Select. For the Year Ended December 31, 2015 2016 2017 (in thousands) Attributable to non-controlling interests $ 7,450 $ (2,620 ) $ 7,822 Attributable to redeemable non-controlling interests (2,190 ) 12,479 35,639 Net income attributable to non-controlling interests $ 5,260 $ 9,859 $ 43,461 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 which differ 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 37% , 30% , and 30% of the Company’s net operating revenues for the years ended December 31, 2015 , 2016 , and 2017 , respectively. Approximately 18% and 27% of the Company’s accounts receivable (after allowances for contractual adjustments but before doubtful accounts) are from Medicare at December 31, 2016 and 2017 , 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 long term acute care hospitals, inpatient rehabilitation facilities, or outpatient rehabilitation clinics to comply with Medicare regulations can result in significant changes in the net operating revenues generated from the Medicare program. Recent Accounting Pronouncements Revenue from Contracts with Customers Beginning in May 2014, the Financial Accounting Standards Board (“FASB”) issued several Accounting Standards Updates which established Topic 606, Revenue from Contracts with Customers (the “standard”). This standard supersedes existing revenue recognition requirements and seeks to eliminate most industry-specific guidance under current GAAP. 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 standard requires the selection of a full retrospective or cumulative effect transition method. The Company has completed its implementation efforts and will adopt the new standard beginning January 1, 2018 using the full retrospective transition method. The presentation of the amount of income from operations and net income will be unchanged upon adoption of the new standard; however, adoption of the new standard will result in significant changes to the presentation of net operating revenues and bad debt expense in the consolidated statements of operations and comprehensive income. The principal change affecting the Company results from the presentation of variable consideration that under the accounting standard is included in the transaction price up to an amount which is probable that a significant reversal will not occur. The most common form of variable consideration the Company experiences are amounts for services provided that are ultimately not realizable from a patient. Under the current standard, the Company’s estimate for unrealizable amounts was recorded to bad debt expense. Under the new standard, the Company’s estimate for unrealizable amounts will be recognized as an additional allowance to revenue and will be reflected as a reduction to accounts receivable. Adoption of the revenue recognition standard will impact our reported results for December 31, 2016 and December 31, 2017 as follows: December 31, 2016 December 31, 2017 As Reported As Adjusted As Reported As Adjusted (in thousands) Net operating revenues $ 4,286,021 $ 4,217,460 $ 4,443,603 $ 4,365,245 Bad debt expense 69,093 532 79,491 1,133 Leases In February 2016, the FASB issued Accounting Standards Update (“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 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 terms in the consolidated statements of operations and comprehensive income. The Company will implement the new standard beginning January 1, 2019. The Company’s implementation efforts are focused on designing accounting processes, disclosure processes, and internal controls in order to account for its leases under the new standard. Income Taxes In October 2016, the FASB issued 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 plans to adopt the guidance effective January 1, 2018. Adoption of the guidance will be applied on a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the effective date. Business Combinations In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. ASU 2017-01 states that if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the transaction should be accounted for as an asset acquisition. In addition, the ASU clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . The current standard delays the recognition of a credit loss on a financial asset until the loss is probable of occurring. The new standard removes the requirement that a credit loss be probable of occurring for it to be recognized and requires entities to use historical experience, current conditions, and reasonable and supportable forecasts to estimate their future expected credit losses. The Company’s accounts receivable derived from contracts with customers will be subject to ASU 2016-13. The standard will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The guidance must be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the earliest comparative period in the financial statements. Given the very high rate of collectability of the Company’s accounts receivable derived from contracts with customers, the impact of ASU 2016-13 is unlikely to be material. Recently Adopted Accounting Pronouncements Income Taxes In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which changed the presentation of deferred income taxes. The standard changed the presentation of deferred income taxes through the requirement that all deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The Company adopted the standard on January 1, 2017. The consolidated balance sheet at December 31, 2016 has been retrospectively adjusted. Adoption of the new standard impacted the Company’s previously reported results as follows: December 31, 2016 As Reported As Adjusted (in thousands) Current deferred tax asset $ 45,165 $ — To |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 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. 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 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. During the quarter ended March 31, 2017, 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 $ 12,340 Identifiable tangible assets, excluding cash and cash equivalents 87,832 Identifiable intangible assets 32,484 Goodwill 343,187 Total assets 475,843 Total liabilities 54,685 Acquired non-controlling interests 2,514 Net assets acquired 418,644 Less: Cash and cash equivalents acquired (12,340 ) Net cash paid $ 406,304 Goodwill of $343.2 million 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 (“Concentra Group Holdings”) 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. For the year ended December 31, 2015, $4.7 million of Concentra acquisition costs were recognized in general and administrative expense. 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 $ 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 Less: Cash and cash equivalents acquired (3,772 ) Net cash paid $ 1,047,187 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 years ended December 31, 2015 , 2016 , and 2017 , Concentra had net revenue of $ 585.2 million , $1.0 billion , and $1.0 billion , respectively, which is reflected in the Company’s consolidated statements of operations and comprehensive income. For the year ended December 31, 2015 , Concentra had a net loss of $ 10.0 million , which is reflected in the Company’s consolidated statements of operations and comprehensive income. For the years ended December 31, 2016 , and 2017 , Concentra had net income of $19.7 million and $68.7 million , respectively, which is 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. The Company’s results of operations for year ended December 31, 2017 include Concentra and Physiotherapy for the entire period and there were no pro forma adjustments during these periods. Accordingly, no pro forma information is presented. For the Year Ended December 31, 2015 2016 (in thousands, except per share amounts) Net revenue $ 4,477,088 $ 4,339,551 Net income 119,763 113,590 Income per common share: Basic $ 0.91 $ 0.86 Diluted $ 0.91 $ 0.86 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 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 In addition to the acquisition of Concentra, the Company completed acquisitions consisting principally of inpatient rehabilitation businesses 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 long term acute care, inpatient rehabilitation, 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. The Company completed acquisitions consisting of long term acute care, inpatient rehabilitation, outpatient rehabilitation, and Concentra businesses during the year ended December 31, 2017 . The Company provided total consideration of $ 36.1 million , consisting principally of $ 27.4 million of cash and the issuance of non-controlling interests. The assets received in these acquisitions consisted principally of accounts receivable, property and equipment, identifiable intangible assets, and goodwill, of which $ 12.9 million , $ 3.8 million , and $ 14.5 million of goodwill was recognized in our inpatient rehabilitation, outpatient rehabilitation, and Concentra reporting units, respectively. Prior to the change in the Company’s reporting units, goodwill of $ 0.8 million was recognized in our specialty hospitals reporting unit. |
Sale of Businesses
Sale of Businesses | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Businesses | Sale of Businesses The Company recognized a non-operating gain of $35.6 million resulting from the sale of businesses during the year ended December 31, 2016. The non-operating gain was the result of the sale of the Company’s contract therapy businesses for $65.0 million , resulting in a non-operating gain of $33.9 million , and the sale of nine outpatient rehabilitation clinics to an entity the Company holds as an equity method investment, resulting in a non-operating gain of $1.7 million . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The Company’s property and equipment consists of the following: December 31, 2016 2017 (in thousands) Land $ 76,987 $ 77,077 Leasehold improvements 309,504 420,632 Buildings 421,017 414,704 Furniture and equipment 432,944 517,912 Construction-in-progress 164,516 112,930 Total property and equipment 1,404,968 1,543,255 Accumulated depreciation (512,751 ) (630,664 ) Property and equipment, net $ 892,217 $ 912,591 Depreciation expense was $96.1 million , $129.0 million , and $142.6 million for the years ended December 31, 2015 , 2016 and 2017 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Goodwill The following table shows changes in the carrying amounts of goodwill by reporting unit for the years ended December 31, 2016 and 2017 : Long Term Acute Care Inpatient Rehabilitation Specialty Hospitals Outpatient Rehabilitation Concentra Total (in thousands) Balance as of January 1, 2016 $ — $ — $ 1,357,379 $ 306,595 $ 650,650 $ 2,314,624 Acquired — — 96,785 345,355 4,562 446,702 Measurement period adjustment — — — — 4,825 4,825 Sold — — (6,758 ) (8,393 ) — (15,151 ) Balance as of December 31, 2016 $ — $ — $ 1,447,406 $ 643,557 $ 660,037 $ 2,751,000 Acquired — 12,887 797 3,797 14,505 31,986 Measurement period adjustment — — (342 ) 168 — (174 ) Reorganization of reporting units 1,045,220 402,641 (1,447,861 ) — — — Balance as of December 31, 2017 $ 1,045,220 $ 415,528 $ — $ 647,522 $ 674,542 $ 2,782,812 See Note 2 for details of the goodwill acquired during the period. Identifiable Intangible Assets The following table provides the gross carrying amounts, accumulated amortization, and net carrying amounts for the Company’s identifiable intangible assets: December 31, 2016 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Identifiable intangibles—Indefinite lived assets: Trademarks $ 166,698 $ — $ 166,698 $ 166,698 $ — $ 166,698 Certificates of need 17,026 — 17,026 19,155 — 19,155 Accreditations 2,235 — 2,235 1,895 — 1,895 Identifiable intangibles—Finite lived assets: Customer relationships 142,198 (23,185 ) 119,013 143,953 (38,281 ) 105,672 Favorable leasehold interests 13,089 (2,317 ) 10,772 13,295 (4,319 ) 8,976 Non-compete agreements 26,655 (1,837 ) 24,818 28,023 (3,900 ) 24,123 Total identifiable intangible assets $ 367,901 $ (27,339 ) $ 340,562 $ 373,019 $ (46,500 ) $ 326,519 The Company’s accreditations and trademarks have renewal terms. The costs to renew these intangibles are expensed as incurred. At December 31, 2017 , the accreditations and trademarks have a weighted average time until next renewal of 1.5 years and 1.9 years, respectively. The Company’s customer relationships and non-compete agreements amortize over their estimated useful lives. Amortization expense was $8.9 million , $16.3 million , and $17.4 million for the years ended December 31, 2015 , 2016 , and 2017 , respectively. Estimated amortization expense of the Company’s customer relationships and non-compete agreements for each of the five succeeding years is as follows: 2018 2019 2020 2021 2022 (in thousands Amortization expense $ 16,831 $ 16,802 $ 16,647 $ 16,483 $ 16,332 The Company’s leasehold interests have finite lives and are amortized to rent expense over the remaining term of their respective leases to reflect a market rent per period based upon the market conditions present at the acquisition date. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments The Company’s equity method investments consist principally of minority ownership interests in rehabilitation businesses. Equity method investments of $100.0 million and $114.2 million are presented as part of other assets on the consolidated balance sheets as of December 31, 2016 and 2017 , respectively. As of December 31, 2016 and 2017 , these businesses consist primarily of the following ownership interests: BIR JV, LLP 49.0 % OHRH, LLC 49.0 % GlobalRehab—Scottsdale, LLC 49.0 % Rehabilitation Institute of Denton, LLC 50.0 % ES Rehabilitation, LLC 49.0 % Coastal Virginia Rehabilitation, LLC 49.0 % Summarized combined financial information of the rehabilitation entities in which the Company has a minority ownership interest is as follows: December 31, 2016 2017 (in thousands) Current assets $ 90,656 $ 102,908 Non-current assets 78,913 79,364 Total assets $ 169,569 $ 182,272 Current liabilities $ 32,520 $ 37,113 Non-current liabilities 14,384 13,751 Equity 122,665 131,408 Total liabilities and equity $ 169,569 $ 182,272 December 31, 2015 2016 2017 (in thousands) Revenues $ 289,994 $ 320,078 $ 336,349 Operating expenses 250,170 274,952 289,224 Net income 37,951 43,410 45,648 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 $146.0 million , $164.2 million , and $178.1 million for the years ended December 31, 2015 , 2016 and 2017 , 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, 2017 | |
Insurance [Abstract] | |
Insurance Risk Programs | Insurance Risk Programs Under a number of the Company’s insurance programs, which include the Company’s employee health insurance, workers’ compensation, and professional malpractice liability insurance programs, the Company is liable for a portion of its losses before it can attempt to recover from the applicable insurance carrier. The Company accrues for losses 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, 2016 and 2017 have been discounted at 3% . The Company recorded a liability of $147.4 million and $157.1 million related to these programs at December 31, 2016 and 2017 , respectively. If the Company did not discount the provisions for losses for professional liability risks, the aggregate liability for all of the insurance risk programs would be approximately $152.7 million and $162.1 million at December 31, 2016 and 2017 , respectively. |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Notes Payable | Long-Term Debt and Notes Payable For purposes of this indebtedness footnote, references to Select exclude Concentra because the Concentra credit facilities are non-recourse to Holdings and Select. The Company’s long‑term debt and notes payable as of December 31, 2017 are as follows (in thousands): Principal Outstanding Unamortized Unamortized Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 778 $ (6,553 ) $ 704,225 $ 727,750 Credit facilities: Revolving facility 230,000 — — 230,000 211,600 Term loan 1,141,375 (12,445 ) (12,500 ) 1,116,430 1,154,215 Other 36,877 — (533 ) 36,344 36,344 Total Select debt 2,118,252 (11,667 ) (19,586 ) 2,086,999 2,129,909 Concentra: Credit facilities: Term loan 619,175 (2,257 ) (10,668 ) 606,250 625,173 Other 6,653 — — 6,653 6,653 Total Concentra debt 625,828 (2,257 ) (10,668 ) 612,903 631,826 Total debt $ 2,744,080 $ (13,924 ) $ (30,254 ) $ 2,699,902 $ 2,761,735 Principal maturities of the Company’s long‑term debt and notes payable are approximately as follows (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Select: 6.375% senior notes $ — $ — $ — $ 710,000 $ — $ — $ 710,000 Credit facilities: Revolving facility — — — — 230,000 — 230,000 Term loan 11,500 11,500 11,500 11,500 11,500 1,083,875 1,141,375 Other 8,086 3,221 23,299 236 10 2,025 36,877 Total Select debt 19,586 14,721 34,799 721,736 241,510 1,085,900 2,118,252 Concentra: Credit facilities: Term loan — — 3,016 6,520 609,639 — 619,175 Other 2,600 154 172 170 183 3,374 6,653 Total Concentra debt 2,600 154 3,188 6,690 609,822 3,374 625,828 Total debt $ 22,186 $ 14,875 $ 37,987 $ 728,426 $ 851,332 $ 1,089,274 $ 2,744,080 The Company’s long‑term debt and notes payable as of December 31, 2016 were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 1,006 $ (8,461 ) $ 702,545 $ 710,000 Credit facilities: Revolving facility 220,000 — — 220,000 204,600 Term loan 1,147,751 (11,967 ) (13,581 ) 1,122,203 1,165,860 Other 22,688 — — 22,688 22,688 Total Select debt 2,100,439 (10,961 ) (22,042 ) 2,067,436 2,103,148 Concentra: Credit facilities: Term loan 642,239 (2,773 ) (13,091 ) 626,375 644,648 Other 5,178 — — 5,178 5,178 Total Concentra debt 647,417 (2,773 ) (13,091 ) 631,553 649,826 Total debt $ 2,747,856 $ (13,734 ) $ (35,133 ) $ 2,698,989 $ 2,752,974 2011 Select Credit Facilities The following discussion summarizes the amendments and significant transactions affecting Select’s 2011 senior secured credit facility which occurred during the years ended December 31, 2015 and 2016. The series E tranche B term loans, the series F tranche B term loans, and the revolving facility under Select’s 2011 senior secured credit facility (the “2011 Select credit facilities”) were repaid in full on March 6, 2017, as described below. On May 20, 2015 Select entered into an additional credit extension amendment of the revolving facility to obtain $100.0 million of incremental revolving commitments. The revolving commitments had a maturity date of March 1, 2018. On December 11, 2015, Select amended the 2011 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 would 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 start-up losses. On March 4, 2016, Select amended the 2011 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 2011 Select credit facilities. The series F tranche B term loans bore interest at a rate per annum equal to the Adjusted LIBO Rate (as defined in the 2011 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 2011 Select credit facilities) plus 4.00% for Alternate Base Rate Loans (as defined in the 2011 Select credit facilities). Select was 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 was 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 were identical to the terms of the outstanding series E tranche B term loans under the 2011 Select credit facilities and the other loan documents to which Select was 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. Excess Cash Flow Payments On March 4, 2015 and March 2, 2016, Select made principal prepayments of $26.9 million and $10.2 million , respectively, in accordance with the provision in the 2011 Select credit facilities that required mandatory repayments of term loans as a result of annual excess cash flow. 2017 Select Credit Facilities On March 6, 2017, Select entered into a new senior secured credit agreement (the “Select credit agreement”) that provides for $1.6 billion in senior secured credit facilities comprising a $1.15 billion , seven -year term loan (the “Select term loan”) and a $450.0 million , five -year revolving credit facility (the “Select revolving facility” and together with the Select term loan, the “Select credit facilities”), including a $75.0 million sublimit for the issuance of standby letters of credit. Select used borrowings under the Select credit facilities to: (i) repay the series E tranche B term loans due June 1, 2018, the series F tranche B term loans due March 3, 2021, and the revolving facility maturing March 1, 2018 under Select’s 2011 credit facilities; and (ii) pay fees and expenses in connection with the refinancing. Borrowings under the Select credit facilities bear interest at a rate equal to: (i) in the case of the Select term loan, the Adjusted LIBO Rate (as defined in the Select credit agreement) plus 3.50% (subject to an Adjusted LIBO Rate floor of 1.00% ), or Alternate Base Rate (as defined in the Select credit agreement) plus 2.50% (subject to an Alternate Base Rate floor of 2.00% ); and (ii) in the case of the Select revolving facility, the Adjusted LIBO Rate plus a percentage ranging from 3.00% to 3.25% or Alternate Base Rate plus a percentage ranging from 2.00% to 2.25% , in each case based on Select’s leverage ratio, as defined in the Select credit facilities. The applicable interest rate for revolving loans as of December 31, 2017 was the Adjusted LIBO Rate plus 3.25% for Eurodollar Loans and Alternate Base Rate plus 2.25% for Alternate Base Rate Loans. The Select term loan amortizes in equal quarterly installments in amounts equal to 0.25% of the aggregate original principal amount of the Select term loan commencing on June 30, 2017. The balance of the Select term loan will be payable on March 6, 2024; however, if the Select 6.375% senior notes, which are due June 1, 2021, are outstanding on March 1, 2021, the maturity date for the Select term loan will become March 1, 2021. The Select revolving facility will be payable on March 6, 2022; however, if the Select 6.375% senior notes are outstanding on February 1, 2021, the maturity date for the Select revolving facility will become February 1, 2021. Select will be required to prepay borrowings under the Select credit facilities with (i) 100% of the net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation, subject to reinvestment provisions and other customary carveouts and, to the extent required, the payment of certain indebtedness secured by liens having priority over the debt under the Select credit facilities or subject to a first lien intercreditor agreement, (ii) 100% of the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (iii) 50% of excess cash flow (as defined in the Select credit agreement) if Select’s leverage ratio is greater than 4.50 to 1.00 and 25% of excess cash flow if Select’s leverage ratio is less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00, in each case, reduced by the aggregate amount of term loans, revolving loans and certain other debt optionally prepaid during the applicable fiscal year. Select will not be required to prepay borrowings with excess cash flow if Select’s leverage ratio is less than or equal to 4.00 to 1.00 . The Select revolving facility requires Select to maintain a leverage ratio (as defined in the Select credit agreement), which is tested quarterly, not to exceed 6.25 to 1.00 . The leverage ratio is tested quarterly. After March 31, 2019, the leverage ratio must not exceed 6.00 to 1.00 . Failure to comply with this covenant would result in an event of default under the Select revolving facility and, absent a waiver or an amendment from the revolving lenders, preclude Select from making further borrowings under the Select revolving facility and permit the revolving lenders to accelerate all outstanding borrowings under the Select revolving facility. The termination of the Select revolving facility commitments and the acceleration of amounts outstanding thereunder would constitute an event of default with respect to the Select term loan. For each of the four fiscal quarters during the year ended December 31, 2017 , Select was required to maintain its leverage ratio at less than 6.25 to 1.00 . As of December 31, 2017 , Select’s leverage ratio was 5.27 to 1.00 . The Select credit facilities also contain a number of other affirmative and restrictive covenants, including limitations on mergers, consolidations and dissolutions; sales of assets; investments and acquisitions; indebtedness; liens; affiliate transactions; and dividends and restricted payments. The Select credit facilities contain events of default for non-payment of principal and interest when due (subject, as to interest, to a grace period), cross-default and cross-acceleration provisions and an event of default that would be triggered by a change of control. Borrowings under the Select credit facilities are guaranteed by Holdings and substantially all of Select’s current domestic subsidiaries and will be guaranteed by substantially all of Select’s future domestic subsidiaries. Borrowings under the Select credit facilities are secured by substantially all of Select’s existing and future property and assets and by a pledge of Select’s capital stock, the capital stock of Select’s domestic subsidiaries and up to 65% of the capital stock of Select’s foreign subsidiaries held directly by Select or a domestic subsidiary. On the last day of each calendar quarter, Select is required to pay each lender a commitment fee in respect of any unused commitments under the revolving facility, which is currently 0.50% per annum subject to adjustment based Select’s leverage ratio (as defined in the Select credit facilities). At December 31, 2017 , Select had outstanding borrowings under the Select credit facilities consisting of a $1,141.4 million Select term loan (excluding unamortized original issue discounts and debt issuance costs totaling $24.9 million ) which matures on March 6, 2024, and borrowings of $230.0 million (excluding letters of credit) under the Select revolving facility which matures on March 6, 2022. At December 31, 2017 , Select had $181.4 million of availability under the Select revolving facility after giving effect to $38.6 million of outstanding letters of credit. 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 2017 103.188 % 2018 101.594 % 2019 100.000 % 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 grant liens on its assets; make dividend payments, other distributions or other restricted payments; incur restrictions on the ability of Select’s restricted subsidiaries to pay dividends or make other payments; enter into sale and leaseback transactions; merge, consolidate, transfer or dispose of substantially all of their assets; incur additional indebtedness; make investments; sell assets, including capital stock of subsidiaries; use the proceeds from sales of assets, including capital stock of restricted subsidiaries; and enter into transactions with affiliates. In addition, the indenture requires, among other things, Select to provide financial and current reports to holders of the 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 The following discussion summarizes the amendments and significant transactions affecting the Concentra first lien credit agreement, which occurred during the years ended December 31, 2015, 2016, and 2017. On June 1, 2015, MJ Acquisition Corporation, as the initial borrower, entered into a first lien credit agreement (the “Concentra first lien 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 first lien 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 first lien 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 first lien credit agreement and are not obligors with respect to Concentra’s debt under such agreement. Borrowings under the Concentra first lien credit agreement bear interest at a rate equal to: • in the case of the Concentra first lien term loan, the Adjusted LIBO Rate (as defined in the Concentra first lien credit agreement) plus 3.00% (subject to an Adjusted LIBO Rate floor of 1.00% ), or Alternate Base Rate (as defined in the Concentra first lien credit agreement) plus 2.00% (subject to an Alternate Base Rate floor of 2.00% ); and • in the case of the Concentra revolving facility, the Adjusted LIBO Rate 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 the 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 first lien 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 . As a result of the principal prepayment made on March 1, 2017, the next quarterly installment will be due in 2020, with the remaining unamortized aggregate principal due at maturity on June 1, 2022. The Concentra revolving facility matures on June 1, 2020. Concentra will be required to prepay borrowings under the Concentra first lien 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 first lien 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 first lien 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 first lien credit agreement) of 5.75 to 1.00 which is tested quarterly, but only if Revolving Exposure (as defined in the Concentra first lien credit agreement) exceeds 30% of Revolving Commitments (as defined in the Concentra first lien credit agreement) on such day. Failure to comply with this covenant would result in an event of default under the Concentra revolving facility only and, absent a waiver or an amendment from the 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. At December 31, 2017 , Concentra had outstanding borrowings under the Concentra credit facilities of $619.2 million of term loans (excluding unamortized discounts and debt issuance costs totaling $12.9 million ). Concentra did not have any borrowings under the Concentra revolving facility. At December 31, 2017 , Concentra had $43.4 million of availability under its revolving facility after giving effect to $6.6 million of outstanding letters of credit. Excess Cash Flow Payment On March 1, 2017, Concentra made a principal prepayment of $23.1 million associated with the Concentra first lien term loan in accordance with the provision in the Concentra credit facilities that requires mandatory prepayments of term loans as a result of annual excess cash flow. Fair Value The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy for Select’s 6.375% senior notes and for its credit facilities. Level 2 in the fair value hierarchy is defined as inputs that are observable for the asset or liability, either directly or indirectly, which includes quoted prices for identical assets or liabilities in markets that are not active. The fair values of the Select credit facilities and the Concentra credit facilities were based on quoted market prices for this debt in the syndicated loan market. The fair value of Select’s 6.375% senior notes was based on quoted market prices. The carrying amount of other debt, principally short-term notes payable, approximates fair value. Loss on Early Retirement of Debt During the year ended December 31, 2016, the Company refinanced a portion of the term loans outstanding under the 2011 Select credit facilities, which resulted in a loss on early retirement of debt of $0.8 million . Additionally, Concentra prepaid the second lien term loan under the Concentra credit facilities, which resulted in a loss on early retirement of debt of $10.9 million . During the year ended December 31, 2017, the Company refinanced the 2011 Select credit facilities which resulted in $6.5 million of debt extinguishment losses and $13.2 million of debt modification losses. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following table summarizes the share activity for Holdings: For the Year Ended December 31, 2015 2016 2017 (in thousands) Restricted stock granted 1,385 1,426 1,598 Common stock issued through stock option exercise 183 202 227 Unvested restricted stock forfeitures 304 82 27 Stock repurchases for satisfaction of tax obligations 183 232 280 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, 2018, 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, 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 years ended December 31, 2016 and 2017 . The common stock repurchase program has available capacity of $185.2 million as of December 31, 2017 . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s reportable segments consist of: long term acute care, inpatient rehabilitation, 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, acquisition costs associated with Concentra, Physiotherapy, and U.S. HealthWorks, non-operating gain (loss), and equity in earnings (losses) of unconsolidated subsidiaries. The Company has provided additional information regarding its reportable segments, such as total assets, which contributes to the understanding of the Company and provides useful information to the users of the consolidated financial statements. The following tables summarize selected financial data for the Company’s reportable segments. The segment results of Holdings are identical to those of Select. Year Ended December 31, 2015 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation Concentra (3) Other Total (in thousands) Net revenue $ 1,902,776 $ 444,005 $ 810,009 $ 585,222 $ 724 $ 3,742,736 Adjusted EBITDA 258,223 69,400 98,220 48,301 (74,979 ) 399,165 Total assets (1) 1,954,823 470,290 548,242 1,311,631 103,692 4,388,678 Capital expenditures 39,784 86,230 17,768 26,771 12,089 182,642 Year Ended December 31, 2016 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation (4) Concentra Other Total (in thousands) Net revenue $ 1,785,164 $ 504,318 $ 995,374 $ 1,000,624 $ 541 $ 4,286,021 Adjusted EBITDA 224,609 56,902 129,830 143,009 (88,543 ) 465,807 Total assets (1)(2) 1,910,013 621,105 969,014 1,313,176 107,318 4,920,626 Capital expenditures 48,626 60,513 21,286 15,946 15,262 161,633 Year Ended December 31, 2017 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation Concentra Other Total (in thousands) Net revenue $ 1,756,243 $ 631,777 $ 1,020,848 $ 1,034,035 $ 700 $ 4,443,603 Adjusted EBITDA 252,679 90,041 132,533 157,561 (94,822 ) 537,992 Total assets (1) 1,848,783 868,517 954,661 1,340,919 114,286 5,127,166 Capital expenditures 49,720 96,477 27,721 28,912 30,413 233,243 A reconciliation of Adjusted EBITDA to income before income taxes is as follows: Year Ended December 31, 2015 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation Concentra (3) Other Total (in thousands) Adjusted EBITDA $ 258,223 $ 69,400 $ 98,220 $ 48,301 $ (74,979 ) Depreciation and amortization (45,234 ) (8,758 ) (13,053 ) (33,644 ) (4,292 ) Stock compensation expense — — — (1,016 ) (13,663 ) Concentra acquisition costs — — — (4,715 ) — Income (loss) from operations $ 212,989 $ 60,642 $ 85,167 $ 8,926 $ (92,934 ) $ 274,790 Equity in earnings of unconsolidated subsidiaries 16,811 Non-operating gain 29,647 Interest expense (112,816 ) Income before income taxes $ 208,432 Year Ended December 31, 2016 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation (4) Concentra Other Total (in thousands) Adjusted EBITDA $ 224,609 $ 56,902 $ 129,830 $ 143,009 $ (88,543 ) Depreciation and amortization (43,862 ) (12,723 ) (22,661 ) (60,717 ) (5,348 ) Stock compensation expense — — — (770 ) (16,643 ) Physiotherapy acquisition costs — — — — (3,236 ) Income (loss) from operations $ 180,747 $ 44,179 $ 107,169 $ 81,522 $ (113,770 ) $ 299,847 Loss on early retirement of debt (11,626 ) Equity in earnings of unconsolidated subsidiaries 19,943 Non-operating gain 42,651 Interest expense (170,081 ) Income before income taxes $ 180,734 Year Ended December 31, 2017 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation Concentra Other Total (in thousands) Adjusted EBITDA $ 252,679 $ 90,041 $ 132,533 $ 157,561 $ (94,822 ) Depreciation and amortization (45,743 ) (20,176 ) (24,607 ) (61,945 ) (7,540 ) Stock compensation expense — — — (993 ) (18,291 ) U.S. HealthWorks acquisition costs — — — (2,819 ) — Income (loss) from operations $ 206,936 $ 69,865 $ 107,926 $ 91,804 $ (120,653 ) $ 355,878 Loss on early retirement of debt (19,719 ) Equity in earnings of unconsolidated subsidiaries 21,054 Non-operating loss (49 ) Interest expense (154,703 ) Income before income taxes $ 202,461 _______________________________________________________________________________ (1) The long term acute care segment includes $2.7 million , $24.4 million , and $9.8 million in real estate assets held for sale on December 31, 2015 , 2016 , and 2017 , respectively. (2) Total assets were retrospectively conformed to reflect the adoption ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which resulted in a reduction to total assets of $23.8 million . (3) 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. (4) The outpatient rehabilitation segment includes the operating results of the Company’s contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Holdings awards stock-based compensation in the form of stock options and restricted stock awards under its equity incentive plans. On June 2, 2016, Holdings adopted the Select Medical Holdings Corporation 2016 Equity Incentive Plan (the “Plan”) and its existing plans were frozen. The total capacity for restricted stock and stock option awards under the Plan is 7,529,200 awards, as adjusted for forfeited restricted stock and stock options awards through December 31, 2017 . As of December 31, 2017 , Holdings has capacity to issue 4,505,801 restricted stock and stock option awards under the Plan. Holdings’ equity plan allows for authorized but previously unissued shares or shares previously issued and outstanding and reacquired by Holdings to satisfy these awards. On November 8, 2005, the board of directors of Holdings adopted a director equity incentive plan (“Director Plan”) and on August 12, 2009, the board of directors and stockholders of Holdings approved an amendment and restatement of the Director Plan. This amendment authorized Holdings to issue under the Director Plan options to purchase up to 75,000 shares of its common stock and restricted stock awards covering up to 150,000 shares of its common stock. On June 2, 2016, upon the adoption of the Select Medical Holdings Corporation 2016 Equity Incentive Plan, the Director Plan was frozen. The Company measures the compensation costs of stock-based compensation arrangements based on the grant-date fair value and recognizes the costs over the period during which employees are required to provide services. The Company values restricted stock awards by using the closing market price of its stock on the date of grant. The Company values stock options using the Black-Scholes option-pricing model. There were no options granted during the year ended December 31, 2017 . Transactions related to restricted stock awards are as follows: Shares Weighted Average Grant Date Fair Value (share amounts in thousands) Unvested balance, January 1, 2017 4,201 $ 12.86 Granted 1,598 15.84 Vested (1,304 ) 13.09 Forfeited (27 ) 14.44 Unvested balance, December 31, 2017 4,468 $ 13.85 The weighted average grant date fair value of restricted stock awards granted for the years ended December 31, 2015 , 2016 , and 2017 was $13.94 , $11.57 , and $15.84 , respectively. The total weighted average grant date fair value of restricted stock awards vested for the years ended December 31, 2015 , 2016 , and 2017 was $9.0 million , $8.4 million , and $17.1 million , respectively. As of December 31, 2017 , there were 291,775 stock options outstanding and exercisable. The outstanding and exercisable shares have a weighted average exercise price of $9.26 and a weighted average remaining contractual life of 1.8 years. As of December 31, 2016 , there were 529,720 stock options outstanding and exercisable which had a weighted average exercise price of $9.09 . During the year ended December 31, 2017, 226,845 options were exercised, which had a weighted average exercise price of $8.89 , and 11,100 options were canceled, which had a weighted average exercise price of $8.51 . The total intrinsic value of options exercised for the years ended December 31, 2015 , 2016 , and 2017 was $1.0 million , $0.8 million , and $1.6 million , respectively. The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2017 was $2.4 million . Stock compensation expense recognized by the Company was as follows: For the Year Ended December 31, 2015 2016 2017 (in thousands) Stock compensation expense: Included in general and administrative $ 11,633 $ 14,607 $ 15,706 Included in cost of services 3,046 2,806 3,578 Total $ 14,679 $ 17,413 $ 19,284 Stock compensation expense based on current stock-based awards for each of the next five years is estimated to be as follows: 2018 2019 2020 2021 2022 (in thousands) Stock compensation expense $ 17,547 $ 11,946 $ 6,315 $ 1,472 $ 6 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company’s income tax expense for the years ended December 31, 2015 , 2016 , and 2017 were as follows: For the Year Ended December 31, 2015 2016 2017 (in thousands) Current income tax expense: Federal $ 63,626 $ 54,726 $ 45,809 State and local 10,868 13,329 8,331 Total current income tax expense 74,494 68,055 54,140 Deferred income tax expense (benefit) (2,058 ) (12,591 ) (72,324 ) Total income tax expense (benefit) $ 72,436 $ 55,464 $ (18,184 ) Reconciliations of the statutory federal income tax rate to the effective income tax rate are as follows: For the Year Ended December 31, 2015 2016 2017 Federal income tax at statutory rate 35.0 % 35.0 % 35.0 % State and local income taxes, less federal income tax benefit 4.0 3.6 3.7 Permanent differences 1.4 1.4 1.7 Tax benefit from the sale of businesses — (6.7 ) — Valuation allowance (0.9 ) 0.2 (7.3 ) Uncertain tax positions (2.3 ) (1.3 ) (0.6 ) Non-controlling interest (2.0 ) (0.5 ) 0.5 Stock-based compensation — (0.7 ) (1.3 ) Deferred income taxes - state income tax rate adjustment — — (2.8 ) Deferred income taxes - tax legislation rate adjustment — — (37.5 ) Other (0.4 ) (0.3 ) (0.4 ) Total effective income tax rate 34.8 % 30.7 % (9.0 )% The Company’s deferred tax assets and liabilities are as follows: December 31, 2016 2017 (in thousands) Deferred tax assets Allowance for doubtful accounts $ 10,735 $ 8,792 Compensation and benefit-related accruals 70,199 50,936 Professional malpractice liability insurance 19,763 11,036 Deferred revenue 746 319 Net operating loss carryforwards 39,481 36,112 Stock options 9,533 6,591 Equity investments 1,567 1,452 Uncertain tax positions 499 503 Other 3,496 3,040 Deferred tax assets $ 156,019 $ 118,781 Valuation allowance (26,421 ) (12,986 ) Deferred tax assets, net of valuation allowance $ 129,598 $ 105,795 Deferred tax liabilities Deferred income $ (26,068 ) $ (19,608 ) Investment in unconsolidated affiliates (3,885 ) (4,457 ) Depreciation and amortization (271,914 ) (179,055 ) Deferred financing costs — (4,528 ) Other (5,413 ) (3,673 ) Deferred tax liabilities $ (307,280 ) $ (211,321 ) Deferred tax liabilities, net of deferred tax assets $ (177,682 ) $ (105,526 ) The Company’s deferred tax assets and liabilities are included in the consolidated balance sheet captions as follows: December 31, 2016 2017 (in thousands) Other assets $ 21,396 $ 19,391 Non-current deferred tax liability (199,078 ) (124,917 ) $ (177,682 ) $ (105,526 ) The valuation allowance as of December 31, 2017 is primarily attributable to the uncertainty regarding the realization of state net operating losses and other net deferred tax assets of loss entities. The state net deferred tax assets have a full valuation allowance recorded for entities that have a cumulative history of pre-tax losses (current year in addition to the two prior years). For the year ended December 31, 2017 , the Company recorded a net valuation allowance release of $13.4 million (comprised of a valuation release of $14.1 million related to federal net operating losses acquired as part of the Physiotherapy acquisition and $0.2 million of expired state net operating losses, partially offset by a $0.9 million increase in the valuation allowance for newly generated state net operating losses) on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized. The net deferred tax liabilities at December 31, 2016 and 2017 of approximately $177.7 million and $105.5 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 $596.7 million . State net operating loss carryforwards expire and are subject to valuation allowances as follows: State Net Operating Losses Gross Valuation Allowance (in thousands) 2018 $ 1,812 $ 1,081 2019 9,770 8,788 2020 10,483 8,333 2021 12,269 6,817 Thereafter through 2036 562,326 426,138 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. 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. As of December 31, 2016 and 2017 , the Company had $3.8 million and $2.8 million of unrecognized tax benefits, respectively, all of which, if fully recognized, would affect the Company’s effective income tax rate. The federal statute of limitations remains open for tax years 2014 through 2017. 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, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Savings Plan | Retirement Savings Plan Select sponsors a defined contribution retirement savings plan for substantially all of its employees. Employees who are not classified as highly compensated employees (“HCE’s”) may contribute up to 30% of their salary; HCE’s may contribute up to 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 $10.0 million , $14.7 million , and $15.2 million during the years ended December 31, 2015 , 2016 , and 2017 , 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 years ended December 31, 2016 and 2017 , Concentra employees participated in the defined contribution retirement savings plan sponsored by Select. |
Income per Share
Income per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Income per Share | 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, 2015 , 2016 , and 2017 . (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 common stock and unvested restricted stock due to the equal participation rights of 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, 2015 2016 2017 (in thousands, except per share amounts) Numerator: Net income attributable to Select Medical Holdings Corporation $ 130,736 $ 115,411 $ 177,184 Less: Earnings allocated to unvested restricted stockholders 3,830 3,521 5,758 Net income available to common stockholders $ 126,906 $ 111,890 $ 171,426 Denominator: Weighted average shares—basic 127,478 127,813 128,955 Effect of dilutive securities: Stock options 274 155 171 Weighted average shares—diluted 127,752 127,968 129,126 Basic income per common share: $ 1.00 $ 0.88 $ 1.33 Diluted income per common share: $ 0.99 $ 0.87 $ 1.33 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, 2017 are approximately as follows (in thousands): 2018 $ 224,359 2019 191,120 2020 156,494 2021 121,881 2022 91,351 Thereafter 424,640 $ 1,209,845 Total rent expense for facility and equipment operating leases, including cancelable leases, for the years ended December 31, 2015 , 2016 , and 2017 was $214.9 million , $265.1 million , and $267.4 million , respectively. Facility rent expense to unrelated parties, a component of total rent expense, for the years ended December 31, 2015 , 2016 , and 2017 was $165.3 million , $220.8 million , and $224.2 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 $4.7 million , $5.0 million , and $6.2 million for the years ended December 31, 2015 , 2016 , and 2017 , respectively, to related parties. As of December 31, 2017 , future rental commitments under outstanding agreements with related parties are approximately as follows (in thousands): 2018 $ 5,667 2019 5,811 2020 5,958 2021 6,086 2022 5,981 Thereafter 4,559 $ 34,062 Construction Commitments At December 31, 2017 , the Company had outstanding commitments under construction contracts related to new construction, improvements, and renovations totaling approximately $38.6 million . Litigation The Company is a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of its business. The Company cannot predict the ultimate outcome of pending litigation, proceedings, and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines, and other penalties. The Department of Justice, Centers for Medicare & Medicaid Services (“CMS”), or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future that may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations, and liquidity. To address claims arising out of the the Company’s operations, the Company maintains professional malpractice liability insurance and general liability insurance coverages through a number of different programs that are dependent upon such factors as the state where the Company is operating and whether the operations are wholly owned or are operated through a joint venture. For the Company’s wholly owned operations, the Company maintains insurance coverages under a combination of policies with a total annual aggregate limit of $35.0 million . The Company’s insurance for the professional liability coverage is written on a “claims-made” basis, and its commercial general liability coverage is maintained on an “occurrence” basis. These coverages apply after a self-insured retention limit is exceeded. For the Company’s joint venture operations, the Company has numerous programs that are designed to respond to the risks of the specific joint venture. The annual aggregate limit under these programs ranges from $5.0 million to $20.0 million . The policies are generally written on a “claims-made” basis. Each of these programs has either a deductible or self-insured retention limit. The Company reviews its insurance program annually and may make adjustments to the amount of insurance coverage and self-insured retentions in future years. The Company also maintains umbrella liability insurance covering claims which, due to their nature or amount, are not covered by or not fully covered by the Company’s other insurance policies. These insurance policies also do not generally cover punitive damages and are subject to various deductibles and policy limits. Significant legal actions, as well as the cost and possible lack of available insurance, could subject the Company to substantial uninsured liabilities. In the Company’s opinion, the outcome of these actions, individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations, or cash flows. Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act. Qui tam lawsuits typically remain under seal (hence, usually unknown to the defendant) for some time while the government decides whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation. These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully bring the suits. The Company is and has been a defendant in these cases in the past, and may be named as a defendant in similar cases from time to time in the future. Evansville Litigation. On October 19, 2015, the plaintiff‑relators filed a Second Amended Complaint in United States of America, ex rel. Tracy Conroy, Pamela Schenk and Lisa Wilson v. Select Medical Corporation, Select Specialty Hospital-Evansville, LLC (“SSH‑Evansville”), Select Employment Services, Inc., and Dr. Richard Sloan. The case is a civil action filed in the United States District Court for the Southern District of Indiana by private plaintiff‑relators on behalf of the United States under the federal False Claims Act. The plaintiff‑relators are the former CEO and two former case managers at SSH‑Evansville, and the defendants currently include the Company, SSH‑Evansville, a subsidiary of the Company serving as common paymaster for its employees, and a physician who practices at SSH‑Evansville. The plaintiff‑relators allege that SSH‑Evansville discharged patients too early or held patients too long, improperly discharged patients to and readmitted them from short stay hospitals, up‑coded diagnoses at admission, and admitted patients for whom long‑term acute care was not medically necessary. They also allege that the defendants engaged in retaliation in violation of federal and state law. The Second Amended Complaint replaced a prior complaint that was filed under seal on September 28, 2012 and served on the Company on February 15, 2013, after a federal magistrate judge unsealed it on January 8, 2013. All deadlines in the case had been stayed after the seal was lifted in order to allow the government time to complete its investigation and to decide whether or not to intervene. On June 19, 2015, the United States Department of Justice notified the District Court of its decision not to intervene in the case. In December 2015, the defendants filed a Motion to Dismiss the Second Amended Complaint on multiple grounds, including that the action is disallowed by the False Claims Act’s public disclosure bar, which disqualifies qui tam actions that are based on fraud already publicly disclosed through enumerated sources, unless the relator is an original source, and that the plaintiff‑relators did not plead their claims with sufficient particularity, as required by the Federal Rules of Civil Procedure. Thereafter, the United States filed a notice asserting a veto of the defendants’ use of the public disclosure bar for claims arising from conduct from and after March 23, 2010, which was based on certain statutory changes to the public disclosure bar language included in the Affordable Care Act. On September 30, 2016, the District Court partially granted and partially denied the defendants’ Motion to Dismiss. It ruled that the plaintiff‑relators alleged substantially the same conduct as had been publicly disclosed and that the plaintiff relators are not original sources, so that the public disclosure bar requires dismissal of all non‑retaliation claims arising from conduct before March 23, 2010. The District Court also ruled that the statutory changes to the public disclosure bar gave the United States the power to veto its applicability to claims arising from conduct on and after March 23, 2010, and therefore did not dismiss those claims based on the public disclosure bar. However, the District Court ruled that the plaintiff‑relators did not plead certain of their claims relating to interrupted stay manipulation and premature discharging of patients with the requisite particularity, and dismissed those claims. The District Court declined to dismiss the plaintiff relators’ claims arising from conduct from and after March 23, 2010 relating to delayed discharging of patients and up-coding and the plaintiff relators’ retaliation claims. The plaintiff-relators then proposed a case management plan seeking nationwide discovery involving all of the Company’s LTCHs for the period from March 23, 2010 through the present, which the defendants have opposed. 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 with prejudice 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. After the Court of Appeals denied the Motion to Remand, the plaintiff‑relator then sought an indicative ruling from the District Court that it would vacate its prior dismissal ruling and allow plaintiff‑relator to supplement his Complaint, but the District Court denied such request. In December 2017, the Court of Appeals, relying on the public disclosure bar, denied the appeal of the plaintiff‑relator and affirmed the judgment of the District Court. In February 2018, the Court of Appeals denied a petition for rehearing that the plaintiff-relator filed in January 2018. The Company intends to vigorously defend this action, but at this time the Company is unable to predict the timing and outcome of this matter. Wilmington Litigation. On January 19, 2017, the United States District Court for the District of Delaware unsealed a qui tam Complaint in United States of America and State of Delaware ex rel. Theresa Kelly v. Select Specialty Hospital-Wilmington, Inc. (“SSH‑Wilmington”), Select Specialty Hospitals, Inc., Select Employment Services, Inc., Select Medical Corporation, and Crystal Cheek, No. 16‑347‑LPS. The Complaint was initially filed under seal in May 2016 by a former chief nursing officer at SSH‑Wilmington and was unsealed after the United States filed a Notice of Election to Decline Intervention in January 2017. The corporate defendants were served in March 2017. In the complaint, the plaintiff‑relator alleges that the Select defendants and an individual defendant, who is a former health information manager at SSH‑Wilmington, violated the False Claims Act and the Delaware False Claims and Reporting Act based on allegedly falsifying medical practitioner signatures on medical records and failing to properly examine the credentials of medical practitioners at SSH‑Wilmington. In response to the Select defendants’ motion to dismiss the Complaint, in May 2017 the plaintiff-relator filed an Amended Complaint asserting the same causes of action. The Select defendants filed a Motion to Dismiss the Amended Complaint, which is now pending, based on numerous grounds, including that the Amended Complaint did not plead any alleged fraud with sufficient particularity, failed to plead that the alleged fraud was material to the government’s payment decision, failed to plead sufficient facts to establish that the Select defendants knowingly submitted false claims or records, and failed to allege any reverse false claim. In March 2017, the plaintiff-relator initiated a second action by filing a Complaint in the Superior Court of the State of Delaware in Theresa Kelly v. Select Medical Corporation, Select Employment Services, Inc., and SSH‑Wilmington, C.A. No. N17C-03-293 CLS. The Delaware Complaint alleges that the defendants retaliated against her in violation of the Delaware Whistleblowers’ Protection Act for reporting the same alleged violations that are the subject of the federal Amended Complaint. The defendants filed a motion to dismiss, or alternatively to stay, the Delaware Complaint based on the pending federal Amended Complaint and the failure to allege facts to support a violation of the Delaware Whistleblowers’ Protection Act. In January 2018, the Court stayed the Delaware Complaint pending the outcome of the federal case. The Company intends to vigorously defend these actions, but at this time the Company is unable to predict the timing and outcome of this matter. Contract Therapy Subpoena On May 18, 2017, the Company received a subpoena from the U.S. Attorney’s Office for the District of New Jersey seeking various documents principally relating to the Company’s contract therapy division, which contracted to furnish rehabilitation therapy services to residents of skilled nursing facilities (“SNFs”) and other providers. The Company operated its contract therapy division through a subsidiary until March 31, 2016, when the Company sold the stock of the subsidiary. The subpoena seeks documents that appear to be aimed at assessing whether therapy services were furnished and billed in compliance with Medicare SNF billing requirements, including whether therapy services were coded at inappropriate levels and whether excessive or unnecessary therapy was furnished to justify coding at higher paying levels. The Company does not know whether the subpoena has been issued in connection with a qui tam lawsuit or in connection with possible civil, criminal or administrative proceedings by the government. The Company is producing documents in response to the subpoena and intends to fully cooperate with this investigation. At this time, the Company is unable to predict the timing and outcome of this matter. Northern District of Alabama Investigation On October 30, 2017, the Company was contacted by the U.S. Attorney’s Office for the Northern District of Alabama to request cooperation in connection with an investigation that may involve Medicare billing compliance at certain of the Company’s Physiotherapy outpatient rehabilitation clinics. The Company intends to cooperate with this investigation. 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, 2017 | |
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | |
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select’s 6.375% Senior Notes Select’s 6.375% senior notes are fully and unconditionally and jointly and severally guaranteed, except for customary limitations, on a senior basis by all of Select’s wholly owned subsidiaries (the “Subsidiary Guarantors”). The Subsidiary Guarantors are defined as subsidiaries where Select, or a subsidiary of Select, holds all of the outstanding ownership interests. Certain of Select’s subsidiaries did not guarantee the 6.375% senior notes (the “Non-Guarantor Subsidiaries” and Concentra Group Holdings and its subsidiaries, or “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, 2016 and 2017 and for the years ended December 31, 2015 , 2016 , and 2017 . The equity method has been used by Select with respect to investments in subsidiaries. The equity method has been used by Subsidiary Guarantors with respect to investments in Non-Guarantor Subsidiaries. Separate financial statements for Subsidiary Guarantors are not presented. Certain reclassifications have been made to prior reported amounts in order to conform to the current year guarantor structure. Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 73 $ 4,856 $ 4,561 $ 113,059 $ — $ 122,549 Accounts receivable, net — 445,942 126,279 119,511 — 691,732 Intercompany receivables — 1,595,692 62,990 — (1,658,682 ) (a) — Prepaid income taxes 22,704 5,703 31 2,949 — 31,387 Other current assets 13,021 29,547 13,693 18,897 — 75,158 Total Current Assets 35,798 2,081,740 207,554 254,416 (1,658,682 ) 920,826 Property and equipment, net 39,836 622,445 79,653 170,657 — 912,591 Investment in affiliates 4,521,865 128,319 — — (4,650,184 ) (b)(c) — Goodwill — 2,108,270 — 674,542 — 2,782,812 Identifiable intangible assets, net — 103,913 5,200 217,406 — 326,519 Other assets 36,494 98,492 35,523 23,898 (9,989 ) (e) 184,418 Total Assets $ 4,633,993 $ 5,143,179 $ 327,930 $ 1,340,919 $ (6,318,855 ) $ 5,127,166 LIABILITIES AND EQUITY Current Liabilities: Overdrafts $ 29,463 $ — $ — $ — $ — $ 29,463 Current portion of long-term debt and notes payable 16,635 740 2,212 2,600 — 22,187 Accounts payable 12,504 85,096 17,868 12,726 — 128,194 Intercompany payables 1,595,692 62,990 — — (1,658,682 ) (a) — Accrued payroll 16,736 98,834 4,872 40,120 — 160,562 Accrued vacation 4,083 58,043 12,607 18,142 — 92,875 Accrued interest 17,479 7 6 2,393 — 19,885 Accrued other 39,219 57,121 12,856 33,970 — 143,166 Income taxes payable — 1,190 142 7,739 — 9,071 Total Current Liabilities 1,731,811 364,021 50,563 117,690 (1,658,682 ) 605,403 Long-term debt, net of current portion 2,042,555 127 24,730 610,303 — 2,677,715 Non-current deferred tax liability — 88,376 780 45,750 (9,989 ) (e) 124,917 Other non-current liabilities 36,259 56,718 8,141 44,591 — 145,709 Total Liabilities 3,810,625 509,242 84,214 818,334 (1,668,671 ) 3,553,744 Redeemable non-controlling interests — — — 16,270 624,548 (d) 640,818 Stockholder’s Equity: Common stock 0 — — — — 0 Capital in excess of par 947,370 — — — — 947,370 Retained earnings (accumulated deficit) (124,002 ) 1,415,978 (33,368 ) 64,626 (1,447,236 ) (c)(d) (124,002 ) Subsidiary investment — 3,217,959 277,084 437,779 (3,932,822 ) (b)(d) — Total Select Medical Corporation Stockholder’s Equity 823,368 4,633,937 243,716 502,405 (5,380,058 ) 823,368 Non-controlling interests — — — 3,910 105,326 (d) 109,236 Total Equity 823,368 4,633,937 243,716 506,315 (5,274,732 ) 932,604 Total Liabilities and Equity $ 4,633,993 $ 5,143,179 $ 327,930 $ 1,340,919 $ (6,318,855 ) $ 5,127,166 _______________________________________________________________________________ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Select Medical Corporation Condensed Consolidating Statement of Operations For the Year Ended December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 700 $ 2,711,321 $ 697,547 $ 1,034,035 $ — $ 4,443,603 Costs and expenses: Cost of services 2,585 2,283,360 591,641 856,590 — 3,734,176 General and administrative 111,069 159 — 2,819 — 114,047 Bad debt expense — 44,080 14,534 20,877 — 79,491 Depreciation and amortization 7,540 76,268 14,258 61,945 — 160,011 Total costs and expenses 121,194 2,403,867 620,433 942,231 — 4,087,725 Income (loss) from operations (120,494 ) 307,454 77,114 91,804 — 355,878 Other income and expense: Intercompany interest and royalty fees 32,828 (17,864 ) (14,964 ) — — — Intercompany management fees 220,601 (180,697 ) (39,904 ) — — — Loss on early retirement of debt (19,719 ) — — — — (19,719 ) Equity in earnings of unconsolidated subsidiaries — 20,973 81 — — 21,054 Non-operating loss — (49 ) — — — (49 ) Interest income (expense) (124,406 ) 381 (170 ) (30,508 ) — (154,703 ) Income (loss) from operations before income taxes (11,190 ) 130,198 22,157 61,296 — 202,461 Income tax expense (benefit) (8,753 ) (3,178 ) 1,186 (7,439 ) — (18,184 ) Equity in earnings of consolidated subsidiaries 179,621 13,588 — — (193,209 ) (a) — Net income 177,184 146,964 20,971 68,735 (193,209 ) 220,645 Less: Net income attributable to non-controlling interests — — 6,736 36,725 — 43,461 Net income attributable to Select Medical Corporation $ 177,184 $ 146,964 $ 14,235 $ 32,010 $ (193,209 ) $ 177,184 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income $ 177,184 $ 146,964 $ 20,971 $ 68,735 $ (193,209 ) (a) $ 220,645 Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — 19,940 66 — — 20,006 Depreciation and amortization 7,540 76,268 14,258 61,945 — 160,011 Provision for bad debts — 44,080 14,534 20,877 — 79,491 Equity in earnings of unconsolidated subsidiaries — (20,973 ) (81 ) — — (21,054 ) Equity in earnings of consolidated subsidiaries (179,621 ) (13,588 ) — — 193,209 (a) — Loss on extinguishment of debt 6,527 — — — — 6,527 Loss (gain) on sale of assets and businesses (939 ) (4,828 ) (4,602 ) 20 — (10,349 ) Stock compensation expense 18,291 — — 993 — 19,284 Amortization of debt discount, premium and issuance costs 7,895 — — 3,235 — 11,130 Deferred income taxes 14,041 (40,788 ) 156 (45,733 ) — (72,324 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — (126,451 ) (43,043 ) (27,697 ) — (197,191 ) Other current assets (1,068 ) 4,411 (3,697 ) 1,951 — 1,597 Other assets 168 (4,235 ) 3,413 (232 ) — (886 ) Accounts payable 1,450 2,534 828 (909 ) — 3,903 Accrued expenses (25,396 ) 2,168 13,244 27,325 — 17,341 Net cash provided by operating activities 26,072 85,502 16,047 110,510 — 238,131 Investing activities Business combinations, net of cash acquired — (10,006 ) (1,664 ) (15,720 ) — (27,390 ) Purchases of property and equipment (30,413 ) (136,075 ) (37,843 ) (28,912 ) — (233,243 ) Investment in businesses — (12,682 ) — — — (12,682 ) Proceeds from sale of assets and businesses 45,788 15,022 19,537 3 — 80,350 Net cash provided by (used in) investing activities 15,375 (143,741 ) (19,970 ) (44,629 ) — (192,965 ) Financing activities Borrowings on revolving facilities 970,000 — — — — 970,000 Payments on revolving facilities (960,000 ) — — — — (960,000 ) Proceeds from term loans 1,139,487 — — — — 1,139,487 Payments on term loans (1,156,377 ) — — (23,065 ) — (1,179,442 ) Revolving facility debt issuance costs (4,392 ) — — — — (4,392 ) Borrowings of other debt 25,630 — 18,224 2,767 — 46,621 Principal payments on other debt (13,748 ) (456 ) (3,036 ) (3,407 ) — (20,647 ) Dividends paid to Holdings (4,753 ) — — — — (4,753 ) Equity investment by Holdings 2,017 — — — — 2,017 Intercompany (40,410 ) 57,204 (16,794 ) — — — Decrease in overdrafts (9,899 ) — — — — (9,899 ) Proceeds from issuance of non-controlling interests — — 9,982 — — 9,982 Purchase of non-controlling interests — (120 ) — — — (120 ) Distributions to non-controlling interests — — (4,948 ) (5,552 ) — (10,500 ) Net cash provided by (used in) financing activities (52,445 ) 56,628 3,428 (29,257 ) — (21,646 ) Net increase (decrease) in cash and cash equivalents (10,998 ) (1,611 ) (495 ) 36,624 — 23,520 Cash and cash equivalents at beginning of period 11,071 6,467 5,056 76,435 — 99,029 Cash and cash equivalents at end of period $ 73 $ 4,856 $ 4,561 $ 113,059 $ — $ 122,549 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 11,071 $ 6,467 $ 5,056 $ 76,435 $ — $ 99,029 Accounts receivable, net — 363,470 97,770 112,512 — 573,752 Intercompany receivables — 1,573,960 25,578 — (1,599,538 ) (a) — Prepaid income taxes 6,658 — — 5,765 — 12,423 Other current assets 11,953 33,958 10,269 21,519 — 77,699 Total Current Assets 29,682 1,977,855 138,673 216,231 (1,599,538 ) 762,903 Property and equipment, net 48,697 603,408 50,869 189,243 — 892,217 Investment in affiliates 4,493,684 89,288 — — (4,582,972 ) (b) (c) — Goodwill — 2,090,963 — 660,037 — 2,751,000 Identifiable intangible assets, net — 106,439 2,693 231,430 — 340,562 Other assets 45,636 84,803 53,954 16,235 (26,684 ) (e) 173,944 Total Assets $ 4,617,699 $ 4,952,756 $ 246,189 $ 1,313,176 $ (6,209,194 ) $ 4,920,626 LIABILITIES AND EQUITY Current Liabilities: Overdrafts $ 39,362 $ — $ — $ — $ — $ 39,362 Current portion of long-term debt and notes payable 7,227 445 1,324 4,660 — 13,656 Accounts payable 10,775 78,608 22,397 14,778 — 126,558 Intercompany payables 1,573,960 25,578 — — (1,599,538 ) (a) — Accrued payroll 16,963 92,216 4,246 32,972 — 146,397 Accrued vacation 3,440 55,486 10,668 13,667 — 83,261 Accrued interest 20,114 — — 2,211 — 22,325 Accrued other 39,155 62,384 4,639 33,898 — 140,076 Total Current Liabilities 1,710,996 314,717 43,274 102,186 (1,599,538 ) 571,635 Long-term debt, net of current portion 2,048,154 601 9,685 626,893 — 2,685,333 Non-current deferred tax liability — 133,852 596 91,314 (26,684 ) (e) 199,078 Other non-current liabilities 42,824 53,537 5,727 34,432 — 136,520 Total Liabilities 3,801,974 502,707 59,282 854,825 (1,626,222 ) 3,592,566 Redeemable non-controlling interests — — — 15,493 406,666 (d) 422,159 Stockholder’s Equity: Common stock 0 — — — — 0 Capital in excess of par 925,111 — — — — 925,111 Retained earnings (accumulated deficit) (109,386 ) 1,269,009 (32,826 ) 2,723 (1,238,906 ) (c) (d) (109,386 ) Subsidiary investment — 3,181,040 219,733 436,786 (3,837,559 ) (b) (d) — Total Select Medical Corporation Stockholder’s Equity 815,725 4,450,049 186,907 439,509 (5,076,465 ) 815,725 Non-controlling interests — — — 3,349 86,827 (d) 90,176 Total Equity 815,725 4,450,049 186,907 442,858 (4,989,638 ) 905,901 Total Liabilities and Equity $ 4,617,699 $ 4,952,756 $ 246,189 $ 1,313,176 $ (6,209,194 ) $ 4,920,626 _______________________________________________________________________________ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Select Medical Corporation Condensed Consolidating Statement of Operations For the Year Ended December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 541 $ 2,752,676 $ 532,180 $ 1,000,624 $ — $ 4,286,021 Costs and expenses: Cost of services 2,037 2,346,487 476,084 840,235 — 3,664,843 General and administrative 106,864 63 — — — 106,927 Bad debt expense — 41,737 9,206 18,150 — 69,093 Depreciation and amortization 5,348 67,932 11,314 60,717 — 145,311 Total costs and expenses 114,249 2,456,219 496,604 919,102 — 3,986,174 Income (loss) from operations (113,708 ) 296,457 35,576 81,522 — 299,847 Other income and expense: Intercompany interest and royalty fees 31,083 (16,998 ) (14,085 ) — — — Intercompany management fees 168,915 (140,347 ) (28,568 ) — — — Loss on early retirement of debt (773 ) — — (10,853 ) — (11,626 ) Equity in earnings of unconsolidated subsidiaries — 19,838 105 — — 19,943 Non-operating gain 33,932 8,719 — — — 42,651 Interest income (expense) (132,066 ) 382 (101 ) (38,296 ) — (170,081 ) Income (loss) from operations before income taxes (12,617 ) 168,051 (7,073 ) 32,373 — 180,734 Income tax expense (benefit) (14,461 ) 54,047 3,166 12,712 — 55,464 Equity in earnings (losses) of consolidated subsidiaries 113,567 (8,061 ) — — (105,506 ) (a) — Net income (loss) 115,411 105,943 (10,239 ) 19,661 (105,506 ) 125,270 Less: Net income (loss) attributable to non-controlling interests — 28 (2,346 ) 12,177 — 9,859 Net income (loss) attributable to Select Medical Corporation $ 115,411 $ 105,915 $ (7,893 ) $ 7,484 $ (105,506 ) $ 115,411 ______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income (loss) $ 115,411 $ 105,943 $ (10,239 ) $ 19,661 $ (105,506 ) (a) $ 125,270 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries — 20,380 96 — — 20,476 Depreciation and amortization 5,348 67,932 11,314 60,717 — 145,311 Provision for bad debts — 41,737 9,206 18,150 — 69,093 Equity in earnings of unconsolidated subsidiaries — (19,838 ) (105 ) — — (19,943 ) Equity in earnings of consolidated subsidiaries (113,567 ) 8,061 — — 105,506 (a) — Loss on extinguishment of debt 773 — — 10,853 — 11,626 Loss (gain) on sale of assets and businesses (33,738 ) (12,975 ) 246 (21 ) — (46,488 ) Gain on sale of equity investment — (2,779 ) — — — (2,779 ) Impairment of equity investment — 5,339 — — — 5,339 Stock compensation expense 16,643 — — 770 — 17,413 Amortization of debt discount, premium and issuance costs 12,358 — — 3,298 — 15,656 Deferred income taxes (709 ) — — (11,882 ) — (12,591 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — 15,768 (40,080 ) (15,008 ) — (39,320 ) Other current assets (1,432 ) 10,310 (4,619 ) 13,191 — 17,450 Other assets (2,978 ) 51,586 (53,295 ) 13,977 — 9,290 Accounts payable 330 (24,877 ) 5,979 3,076 — (15,492 ) Accrued expenses (1,287 ) 53,764 (2,091 ) (4,094 ) — 46,292 Net cash provided by (used in) operating activities (2,848 ) 320,351 (83,588 ) 112,688 — 346,603 Investing activities Business combinations, net of cash acquired (406,305 ) (59,520 ) (953 ) (5,428 ) — (472,206 ) Purchases of property and equipment (15,262 ) (101,564 ) (28,861 ) (15,946 ) — (161,633 ) Investment in businesses — (4,723 ) — — — (4,723 ) Proceeds from sale of assets and businesses 63,418 16,978 67 — — 80,463 Proceeds from sale of equity investment — 3,779 — — — 3,779 Net cash used in investing activities (358,149 ) (145,050 ) (29,747 ) (21,374 ) — (554,320 ) Financing activities Borrowings on revolving facilities 575,000 — — — — 575,000 Payments on revolving facilities (650,000 ) — — (5,000 ) — (655,000 ) Proceeds from term loans 600,127 — — 195,217 — 795,344 Payments on term loans (230,524 ) — — (207,510 ) — (438,034 ) Borrowings of other debt 11,935 — 12,970 2,816 — 27,721 Principal payments on other debt (15,144 ) (751 ) (2,554 ) (2,952 ) — (21,401 ) Dividends paid to Holdings (2,929 ) — — — — (2,929 ) Equity investment by Holdings 1,672 — — — — 1,672 Intercompany 67,115 (169,473 ) 102,358 — — — Increase in overdrafts 10,746 — — — — 10,746 Proceeds from issuance of non-controlling interests — — 11,846 — — 11,846 Purchase of non-controlling interests — (2,099 ) — — — (2,099 ) Distributions to non-controlling interests — (217 ) (6,854 ) (3,484 ) — (10,555 ) Net cash provided by (used in) financing activities 367,998 (172,540 ) 117,766 (20,913 ) — 292,311 Net increase in cash and cash equivalents 7,001 2,761 4,431 70,401 — 84,594 Cash and cash equivalents at beginning of period 4,070 3,706 625 6,034 — 14,435 Cash and cash equivalents at end of period $ 11,071 $ 6,467 $ 5,056 $ 76,435 $ — $ 99,029 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Year Ended December 31, 2015 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 724 $ 2,691,851 $ 464,939 $ 585,222 $ — $ 3,742,736 Costs and expenses: Cost of services 2,029 2,280,986 400,179 528,347 — 3,211,541 General and administrative 88,227 (890 ) — 4,715 — 92,052 Bad debt expense — 40,708 9,073 9,591 — 59,372 Depreciation and amortization 4,292 56,957 10,088 33,644 — 104,981 Total costs and expenses 94,548 2,377,761 419,340 576,297 — 3,467,946 Income (loss) from operations (93,824 ) 314,090 45,599 8,925 — 274,790 Other income and expense: Intercompany interest and royalty fees 29,393 (23,274 ) (6,119 ) — — — Intercompany management fees 143,939 (120,356 ) (23,583 ) — — — Equity in earnings of unconsolidated subsidiaries — 16,719 92 — — 16,811 Non-operating gain — 29,647 — — — 29,647 Interest income (expense) (89,160 ) 408 (2 ) (24,062 ) — (112,816 ) Income (loss) from operations before income taxes (9,652 ) 217,234 15,987 (15,137 ) — 208,432 Income tax expense (benefit) (7,869 ) 85,949 (512 ) (5,132 ) — 72,436 Equity in earnings of consolidated subsidiaries 132,519 7,527 — — (140,046 ) (a) — Net income (loss) 130,736 138,812 16,499 (10,005 ) (140,046 ) 135,996 Less: Net income (loss) attributable to non-controlling interests — 245 8,899 (3,884 ) — 5,260 Net income (loss) attributable to Select Medical Corporation $ 130,736 $ 138,567 $ 7,600 $ (6,121 ) $ (140,046 ) $ 130,736 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2015 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income (loss) $ 130,736 $ 138,812 $ 16,499 $ (10,005 ) $ (140,046 ) (a) $ 135,996 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — 13,870 99 — — 13,969 Depreciation and amortization 4,292 56,957 10,088 33,644 — 104,981 Provision for bad debts — 40,708 9,073 9,591 — 59,372 Equity in earnings of unconsolidated subsidiaries — (16,719 ) (92 ) — — (16,811 ) Equity in earnings of consolidated subsidiaries (132,519 ) (7,527 ) — — 140,046 (a) — Loss (gain) on sale of assets and businesses — (1,128 ) 16 14 — (1,098 ) Gain on sale of equity investment — (29,647 ) — — — (29,647 ) Stock compensation expense 13,969 — — 1,016 — 14,985 Amortization of debt discount, premium and issuance costs 7,404 — — 2,139 — 9,543 Deferred income taxes (3,484 ) — — 1,426 — (2,058 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — (83,142 ) (10,255 ) 825 — (92,572 ) Other current assets (2,661 ) (2,236 ) (396 ) 2,790 — (2,503 ) Other assets 10,840 (6,415 ) 288 — — 4,713 Accounts payable 560 8,569 2,654 (9,438 ) — 2,345 Accrued expenses (1,508 ) 9,569 5,696 (6,557 ) — 7,200 Net cash provided by operating activities 27,629 121,671 33,670 25,445 — 208,415 Investing activities Business combinations, net of cash acquired — — (8,832 ) (1,052,796 ) — (1,061,628 ) Purchases of property and equipment (10,890 ) (134,002 ) (10,979 ) (26,771 ) — (182,642 ) Investment in businesses — (2,347 ) — — — (2,347 ) Proceeds from sale of assets and businesses — 1,742 24 1 — 1,767 Proceeds from sale of equity investment — 33,096 — — — 33,096 Net cash used in investing activities (10,890 ) (101,511 ) (19,787 ) (1,079,566 ) — (1,211,754 ) Financing activities Borrowings on revolving facilities 1,115,000 — — 20,000 — 1,135,000 Payments on revolving facilities (880,000 ) — — (15,000 ) — (895,000 ) Proceeds from term loans — — — 623,575 — 623,575 Payments on term loans (26,884 ) — — (2,250 ) — (29,134 ) Borrowings of other debt 8,684 — 1,681 3,009 — 13,374 Principal payments on other debt (11,923 ) (2,736 ) (1,513 ) (1,964 ) — (18,136 ) Dividends paid to Holdings (28,956 ) — — — — (28,956 ) Equity investment by Holdings 1,649 — — — — 1,649 Intercompany (199,024 ) (15,930 ) (2,981 ) 217,935 — — Tax benefit from stock based awards 1,846 — — — — 1,846 Increase in overdrafts 6,869 — — — — 6,869 Proceeds from issuance of non-controlling interests — — — 217,065 — 217,065 Purchase of non-controlling interests — — (1,095 ) — — (1,095 ) Distributions to non-controlling interests — (242 ) (10,180 ) (2,215 ) — (12,637 ) Net cash provided by (used in) financing activities (12,739 ) (18,908 ) (14,088 ) 1,060,155 — 1,014,420 Net increase (decrease) in cash and cash equivalents 4,000 1,252 (205 ) 6,034 — 11,081 Cash and cash equivalents at beginning of period 70 2,454 830 — — 3,354 Cash and cash equivalents at end of period $ 4,070 $ 3,706 $ 625 $ 6,034 $ — $ 14,435 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of U.S. HealthWorks and Financing On October 23, 2017, Select announced that Concentra Group Holdings entered into an Equity Purchase and Contribution Agreement (the “Purchase Agreement”) dated October 22, 2017 with Concentra, Concentra Group Holdings Parent, LLC (“Concentra Group Holdings Parent”), U.S. HealthWorks, and Dignity Health Holding Company (“DHHC”). On February 1, 2018, pursuant to the terms of the Purchase Agreement, Concentra acquired all of the issued and outstanding shares of stock of U.S. HealthWorks, an occupational medicine and urgent care service provider. For the year ended December 31, 2017 , $2.8 million of U.S. HealthWorks acquisition costs were recognized in general and administrative expense. In connection with the closing of the transaction, Concentra Group Holdings redeemed certain of its outstanding equity interests from existing minority equity holders and subsequently, Concentra Group Holdings and a wholly owned subsidiary of Concentra Group Holdings Parent merged, with Concentra Group Holdings surviving the merger and becoming a wholly owned subsidiary of Concentra Group Holdings Parent. As a result of the merger, the equity interests of Concentra Group Holdings outstanding after the redemption described above were exchanged for membership interests in Concentra Group Holdings Parent. Concentra acquired U.S. HealthWorks for $753.0 million . DHHC, a subsidiary of Dignity Health, was issued a 20% equity interest in Concentra Group Holdings Parent, which was valued at $238.0 million . Select retained a majority voting interest in Concentra Group Holdings Parent following the closing of the transaction. The U.S. HealthWorks acquisition is being accounted for under the provisions of ASC 805, Business Combinations . The Company will allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The assessment of the acquisition-date fair values of the assets acquired and the liabilities assumed and the determination of estimated useful lives of long-lived assets and finite-lived intangibles are pending the completion of appraisals; therefore, the Company is unable to disclose the purchase price allocation or pro forma results of operations for the year ended December 31, 2017. On February 1, 2018, in connection with the transactions contemplated under the Purchase Agreement, Concentra amended the Concentra first lien credit agreement to, among other things, provide for (i) an additional $555.0 million in tranche B term loans that, along with the existing tranche B term loans under the Concentra first lien credit agreement, have a maturity date of June 1, 2022 and (ii) an additional $25.0 million to the $50.0 million , five -year revolving credit facility under the terms of the existing Concentra first lien credit agreement. The tranche B term loans bear interest at a rate equal to the Adjusted LIBO Rate (as defined in the Concentra first lien credit agreement) plus 2.75% (subject to an Adjusted LIBO Rate floor of 1.00% ) for Eurodollar Borrowings (as defined in the Concentra first lien credit agreement), or Alternate Base Rate (as defined in the Concentra first lien credit agreement) plus 1.75% (subject to an Alternate Base Rate floor of 2.00% ) for ABR Borrowings (as defined in the Concentra first lien credit agreement). All other material terms and conditions applicable to the original tranche B term loan commitments are applicable to the additional tranche B term loans created under this amendment. In addition, Concentra entered into a second lien credit agreement (the “Concentra 2018 second lien credit agreement”) that provides for $240.0 million in term loans with an initial maturity date of June 1, 2023. Borrowings under the Concentra 2018 second lien credit agreement will bear interest at a rate equal to the Adjusted LIBO Rate (as defined in the Concentra 2018 second lien credit agreement) plus 6.50% (subject to an Adjusted LIBO Rate floor of 1.00% ), or Alternate Base Rate (as defined in the Concentra 2018 second lien credit agreement) plus 5.50% (subject to an Alternate Base Rate floor of 2.00% ). Concentra used borrowings under the Concentra first lien credit agreement and the Concentra 2018 second lien credit agreement, together with cash on hand, to pay the purchase price for all of the issued and outstanding stock of U.S. HealthWorks to DHHC and to finance the redemption and reorganization transactions contemplated by the Purchase Agreement (as described above). |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The tables below sets forth selected unaudited financial data for each quarter of the last two years. The financial data presented below is the same for both Select Medical Holdings Corporation and Select Medical Corporation, except for income per common share which is limited to Select Medical Holdings Corporation. First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) Year ended December 31, 2016 Net operating revenues $ 1,088,330 $ 1,097,631 $ 1,053,795 $ 1,046,265 Income from operations 86,886 101,054 56,162 55,745 Net income attributable to Select Medical Holdings Corporation 54,833 33,935 6,471 20,172 Income per common share (1) : Basic $ 0.42 $ 0.26 $ 0.05 $ 0.15 Diluted $ 0.42 $ 0.26 $ 0.05 $ 0.15 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) Year ended December 31, 2017 Net operating revenues $ 1,111,361 $ 1,120,675 $ 1,097,166 $ 1,114,401 Income from operations 91,765 115,663 72,098 76,352 Net income attributable to Select Medical Holdings Corporation 15,870 42,055 18,462 100,797 Income per common share (1) : Basic $ 0.12 $ 0.32 $ 0.14 $ 0.75 Diluted $ 0.12 $ 0.32 $ 0.14 $ 0.75 _______________________________________________________________________________ (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, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Select Medical Holdings Corporation Select Medical Corporation Schedule II—Valuation and Qualifying Accounts Balance at Beginning of Year Charged to Cost and Expenses Deductions (1) Balance at End of Year (in thousands) Allowance for Doubtful Accounts Year ended December 31, 2017 $ 63,787 $ 79,491 $ (67,734 ) $ 75,544 Year ended December 31, 2016 $ 61,133 $ 69,093 $ (66,439 ) $ 63,787 Year ended December 31, 2015 $ 46,425 $ 59,372 $ (44,664 ) $ 61,133 Income Tax Valuation Allowance Year ended December 31, 2017 $ 26,421 $ (13,435 ) $ — $ 12,986 Year ended December 31, 2016 $ 7,586 $ 18,835 $ — $ 26,421 Year ended December 31, 2015 $ 9,641 $ (2,055 ) $ — $ 7,586 _______________________________________________________________________________ (1) Allowance for doubtful accounts deductions represent write-offs against the reserve for 2015 , 2016 , and 2017 . |
Organization and Significant 26
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company; the subsidiaries, limited liability companies, and limited partnerships in which the Company has a controlling financial interest; and its subsidiaries’ controlling financial interests in limited partnerships and limited liability companies. 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 contingencies, 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, 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. |
Segment Reporting | Segment Reporting The Company identifies its operating segments according to how the chief operating decision maker evaluates financial performance and allocates resources. During 2017, the Company changed its internal segment reporting structure which is reflective of how the Company now manages its business operations, reviews operating performance, and allocates resources. For the year ended December 31, 2017, the Company’s reportable segments include long term acute care, inpatient rehabilitation, outpatient rehabilitation, and Concentra. Prior year results for the years ended December 31, 2015 and 2016 presented herein have been recast to conform to the current presentation. Prior to 2017, the Company disclosed financial information for the following reportable segments: specialty hospitals, outpatient rehabilitation, and Concentra. |
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 fair 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% and 0.6% of the net accounts receivable balance before doubtful accounts at December 31, 2016 and 2017 , respectively. The Company’s general policy is to verify insurance coverage prior to the date of admission for patients admitted to the Company’s LTCHs and IRFs. Within the Company’s outpatient rehabilitation clinics, the Company verifies insurance coverage prior to the patient’s visit. Within the Company’s Concentra centers, the Company verifies insurance coverage or receives authorization from the patient’s employer prior to the patient’s visit. 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. |
Financial Instruments | Financial Instruments The Company accounts for its financial instruments in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosure . The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and indebtedness. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short-term maturity of these instruments. The face values, carrying values, and fair values of the Company’s indebtedness are presented in Note 8. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Maintenance and repairs of property and equipment are expensed as incurred. Improvements that increase the estimated useful life of an asset are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and depreciated over the estimated useful lives once the software is placed in service. Capitalized software costs are included within furniture and equipment. Software training costs, maintenance, and repairs are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, as appropriate. The general range of useful lives is as follows: Land improvements 2 - 25 years Leasehold improvements 1 - 15 years Buildings 40 years Building improvements 5 - 20 years Furniture and equipment 1 - 20 years The Company reviews the realizability of long-lived assets whenever events or circumstances occur which indicate recorded costs may not be recoverable. 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 Goodwill and other indefinite-lived intangible assets Goodwill and other indefinite-lived intangible assets are recognized primarily as the result of business combinations. Goodwill is assigned to reporting units based upon the specific nature of the business acquired. When a business combination contains business components related to more than one reporting unit, goodwill is assigned to each reporting unit based upon an allocation determined by the relative fair values of the business acquired. Goodwill and other indefinite‑lived intangible assets are not amortized, but instead are subject to periodic impairment evaluations. Impairment tests are required to be conducted at least annually or when events or conditions occur that might suggest a possible impairment. These events or conditions include, but are not limited to: a significant adverse change in the business environment, regulatory environment or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. In performing the quantitative periodic impairment tests for goodwill, 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. When the Company determines the fair value of its reporting units, the Company considers both the income and market approach. Included in the 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 implied 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. At December 31, 2017 , the Company’s indefinite-lived intangible assets consist of trademarks, certificates of need, and accreditations. In performing the quantitative periodic impairment tests for the Company’s trademarks, the fair value of the trademark is compared to its carrying value. 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 the trademark, the Company uses a relief from royalty income approach. For the Company’s certificates of need and accreditations, the Company performs a qualitative assessment. As part of this assessment, the Company evaluates the current business environment, regulatory environment, legal and other company-specific factors. If it is more likely than not that the fair value is less than the carrying value, the Company performs a quantitative impairment test. The Company’s most recent impairment assessment was completed during the fourth quarter of 2017 utilizing financial information as of October 1, 2017 . The Company did not identify any instances of impairment with respect to goodwill or other indefinite-lived intangible assets as of October 1, 2017 . During the fourth quarter of 2017, the Company determined that it was operating through four operating segments, which resulted in a change to the Company’s reporting units. As of December 31, 2017 , our reporting units include long term acute care, inpatient rehabilitation, outpatient rehabilitation, and Concentra. Previously, the Company had three reporting units: specialty hospitals, outpatient rehabilitation, and Concentra. Goodwill was allocated to the long term acute care and inpatient rehabilitation reporting units based upon the relative fair values of these reporting units. The Company completed an assessment of potential goodwill impairment for each of these reporting units immediately after the allocation of goodwill and determined that no impairment existed. Other finite-lived intangible assets At December 31, 2017 , the Company’s finite-lived intangible assets consist of customer relationships, non-compete agreements, and leasehold interests. Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted. If such a pattern cannot be reliably determined, finite-lived intangible assets are amortized on a straight-line basis over their estimated lives. Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 6 - 17 years Leasehold interests 1 - 15 years Non-compete agreements 1 - 15 years The Company reviews the realizability of finite-lived intangible assets whenever events or circumstances occur which indicate recorded amounts may not be recoverable. If the expected undiscounted future cash flows are less than the carrying amount of such assets, the Company recognizes an impairment loss to the extent the carrying amount of the assets exceeds their estimated fair value. |
Equity Method Investments | 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 exceed 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 for services rendered and amounts estimated to be reimbursed 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 carryforwards. 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. Tax Cuts and Jobs Act On December 22, 2017 the Tax Cuts and Jobs Act (the “Act") was signed into law. The Act reduces the federal statutory tax rate to 21% from 35% . ASC 740, Income Taxes , requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. While the effective date of the new corporate tax rate is January 1, 2018, the Company recorded the effect on its December 31, 2017 deferred tax balances. Applying the effects of a lower corporate tax rate to deferred tax assets and liabilities and considering provisions of the Act in a relatively short period of time requires significant estimation and judgment. The Company has been able to make reasonable estimates of the Act's provisions and has recorded an income tax benefit of $71.5 million to reflect these effects. |
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 outside 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 have been adjusted to their approximate redemption values. As of December 31, 2016 and 2017 , the Company believes the redemption amounts of these ownership interests approximate fair value. Net income or loss is attributed to each non-controlling ownership interest and to the Company in the consolidated statements of operations and comprehensive income. |
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 which differ 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 37% , 30% , and 30% of the Company’s net operating revenues for the years ended December 31, 2015 , 2016 , and 2017 , respectively. Approximately 18% and 27% of the Company’s accounts receivable (after allowances for contractual adjustments but before doubtful accounts) are from Medicare at December 31, 2016 and 2017 , 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 long term acute care hospitals, inpatient rehabilitation facilities, or outpatient rehabilitation clinics to comply with Medicare regulations can result in significant changes in the net operating revenues generated from the Medicare program. |
Recent and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Revenue from Contracts with Customers Beginning in May 2014, the Financial Accounting Standards Board (“FASB”) issued several Accounting Standards Updates which established Topic 606, Revenue from Contracts with Customers (the “standard”). This standard supersedes existing revenue recognition requirements and seeks to eliminate most industry-specific guidance under current GAAP. 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 standard requires the selection of a full retrospective or cumulative effect transition method. The Company has completed its implementation efforts and will adopt the new standard beginning January 1, 2018 using the full retrospective transition method. The presentation of the amount of income from operations and net income will be unchanged upon adoption of the new standard; however, adoption of the new standard will result in significant changes to the presentation of net operating revenues and bad debt expense in the consolidated statements of operations and comprehensive income. The principal change affecting the Company results from the presentation of variable consideration that under the accounting standard is included in the transaction price up to an amount which is probable that a significant reversal will not occur. The most common form of variable consideration the Company experiences are amounts for services provided that are ultimately not realizable from a patient. Under the current standard, the Company’s estimate for unrealizable amounts was recorded to bad debt expense. Under the new standard, the Company’s estimate for unrealizable amounts will be recognized as an additional allowance to revenue and will be reflected as a reduction to accounts receivable. Adoption of the revenue recognition standard will impact our reported results for December 31, 2016 and December 31, 2017 as follows: December 31, 2016 December 31, 2017 As Reported As Adjusted As Reported As Adjusted (in thousands) Net operating revenues $ 4,286,021 $ 4,217,460 $ 4,443,603 $ 4,365,245 Bad debt expense 69,093 532 79,491 1,133 Leases In February 2016, the FASB issued Accounting Standards Update (“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 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 terms in the consolidated statements of operations and comprehensive income. The Company will implement the new standard beginning January 1, 2019. The Company’s implementation efforts are focused on designing accounting processes, disclosure processes, and internal controls in order to account for its leases under the new standard. Income Taxes In October 2016, the FASB issued 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 plans to adopt the guidance effective January 1, 2018. Adoption of the guidance will be applied on a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the effective date. Business Combinations In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. ASU 2017-01 states that if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the transaction should be accounted for as an asset acquisition. In addition, the ASU clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments . The current standard delays the recognition of a credit loss on a financial asset until the loss is probable of occurring. The new standard removes the requirement that a credit loss be probable of occurring for it to be recognized and requires entities to use historical experience, current conditions, and reasonable and supportable forecasts to estimate their future expected credit losses. The Company’s accounts receivable derived from contracts with customers will be subject to ASU 2016-13. The standard will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The guidance must be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the earliest comparative period in the financial statements. Given the very high rate of collectability of the Company’s accounts receivable derived from contracts with customers, the impact of ASU 2016-13 is unlikely to be material. Recently Adopted Accounting Pronouncements Income Taxes In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which changed the presentation of deferred income taxes. The standard changed the presentation of deferred income taxes through the requirement that all deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The Company adopted the standard on January 1, 2017. The consolidated balance sheet at December 31, 2016 has been retrospectively adjusted. Adoption of the new standard impacted the Company’s previously reported results as follows: December 31, 2016 As Reported As Adjusted (in thousands) Current deferred tax asset $ 45,165 $ — Total current assets 808,068 762,903 Other assets 152,548 173,944 Total assets 4,944,395 4,920,626 Non-current deferred tax liability 222,847 199,078 Total liabilities 3,616,335 3,592,566 Total liabilities and equity 4,944,395 4,920,626 Stock Compensation 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 |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year amounts in order to conform to current year presentation. As discussed above, the condensed consolidated balance sheet at December 31, 2016 has been changed in order to conform to the current year balance sheet presentation for the adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes. |
Organization and Significant 27
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of range of useful lives | The general range of useful lives is as follows: Land improvements 2 - 25 years Leasehold improvements 1 - 15 years Buildings 40 years Building improvements 5 - 20 years Furniture and equipment 1 - 20 years |
Schedule of approximate useful life of intangible assets and liabilities | Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 6 - 17 years Leasehold interests 1 - 15 years Non-compete agreements 1 - 15 years |
Schedule of net income (loss) attributable to non-controlling interests and redeemable non-controlling interests | The following table summarizes the net income or loss attributable to non-controlling interests and redeemable non-controlling interests. The results of Holdings are identical to those of Select. For the Year Ended December 31, 2015 2016 2017 (in thousands) Attributable to non-controlling interests $ 7,450 $ (2,620 ) $ 7,822 Attributable to redeemable non-controlling interests (2,190 ) 12,479 35,639 Net income attributable to non-controlling interests $ 5,260 $ 9,859 $ 43,461 |
Schedule of new accounting pronouncements and changes in accounting principles | Adoption of the new standard impacted the Company’s previously reported results as follows: December 31, 2016 As Reported As Adjusted (in thousands) Current deferred tax asset $ 45,165 $ — Total current assets 808,068 762,903 Other assets 152,548 173,944 Total assets 4,944,395 4,920,626 Non-current deferred tax liability 222,847 199,078 Total liabilities 3,616,335 3,592,566 Total liabilities and equity 4,944,395 4,920,626 Adoption of the revenue recognition standard will impact our reported results for December 31, 2016 and December 31, 2017 as follows: December 31, 2016 December 31, 2017 As Reported As Adjusted As Reported As Adjusted (in thousands) Net operating revenues $ 4,286,021 $ 4,217,460 $ 4,443,603 $ 4,365,245 Bad debt expense 69,093 532 79,491 1,133 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions | |
Schedule of pro forma unaudited results of operations | 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. The Company’s results of operations for year ended December 31, 2017 include Concentra and Physiotherapy for the entire period and there were no pro forma adjustments during these periods. Accordingly, no pro forma information is presented. For the Year Ended December 31, 2015 2016 (in thousands, except per share amounts) Net revenue $ 4,477,088 $ 4,339,551 Net income 119,763 113,590 Income per common share: Basic $ 0.91 $ 0.86 Diluted $ 0.91 $ 0.86 |
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 $ 12,340 Identifiable tangible assets, excluding cash and cash equivalents 87,832 Identifiable intangible assets 32,484 Goodwill 343,187 Total assets 475,843 Total liabilities 54,685 Acquired non-controlling interests 2,514 Net assets acquired 418,644 Less: Cash and cash equivalents acquired (12,340 ) Net cash paid $ 406,304 |
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 $ 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 Less: Cash and cash equivalents acquired (3,772 ) Net cash paid $ 1,047,187 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | The Company’s property and equipment consists of the following: December 31, 2016 2017 (in thousands) Land $ 76,987 $ 77,077 Leasehold improvements 309,504 420,632 Buildings 421,017 414,704 Furniture and equipment 432,944 517,912 Construction-in-progress 164,516 112,930 Total property and equipment 1,404,968 1,543,255 Accumulated depreciation (512,751 ) (630,664 ) Property and equipment, net $ 892,217 $ 912,591 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill | The following table shows changes in the carrying amounts of goodwill by reporting unit for the years ended December 31, 2016 and 2017 : Long Term Acute Care Inpatient Rehabilitation Specialty Hospitals Outpatient Rehabilitation Concentra Total (in thousands) Balance as of January 1, 2016 $ — $ — $ 1,357,379 $ 306,595 $ 650,650 $ 2,314,624 Acquired — — 96,785 345,355 4,562 446,702 Measurement period adjustment — — — — 4,825 4,825 Sold — — (6,758 ) (8,393 ) — (15,151 ) Balance as of December 31, 2016 $ — $ — $ 1,447,406 $ 643,557 $ 660,037 $ 2,751,000 Acquired — 12,887 797 3,797 14,505 31,986 Measurement period adjustment — — (342 ) 168 — (174 ) Reorganization of reporting units 1,045,220 402,641 (1,447,861 ) — — — Balance as of December 31, 2017 $ 1,045,220 $ 415,528 $ — $ 647,522 $ 674,542 $ 2,782,812 |
Schedule of carrying value and amortization of identifiable intangible assets and liabilities | The following table provides the gross carrying amounts, accumulated amortization, and net carrying amounts for the Company’s identifiable intangible assets: December 31, 2016 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Identifiable intangibles—Indefinite lived assets: Trademarks $ 166,698 $ — $ 166,698 $ 166,698 $ — $ 166,698 Certificates of need 17,026 — 17,026 19,155 — 19,155 Accreditations 2,235 — 2,235 1,895 — 1,895 Identifiable intangibles—Finite lived assets: Customer relationships 142,198 (23,185 ) 119,013 143,953 (38,281 ) 105,672 Favorable leasehold interests 13,089 (2,317 ) 10,772 13,295 (4,319 ) 8,976 Non-compete agreements 26,655 (1,837 ) 24,818 28,023 (3,900 ) 24,123 Total identifiable intangible assets $ 367,901 $ (27,339 ) $ 340,562 $ 373,019 $ (46,500 ) $ 326,519 |
Schedule of amortization expense for customer relationships and non-compete agreements | Estimated amortization expense of the Company’s customer relationships and non-compete agreements for each of the five succeeding years is as follows: 2018 2019 2020 2021 2022 (in thousands Amortization expense $ 16,831 $ 16,802 $ 16,647 $ 16,483 $ 16,332 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investments | As of December 31, 2016 and 2017 , these businesses consist primarily of the following ownership interests: BIR JV, LLP 49.0 % OHRH, LLC 49.0 % GlobalRehab—Scottsdale, LLC 49.0 % Rehabilitation Institute of Denton, LLC 50.0 % ES Rehabilitation, LLC 49.0 % Coastal Virginia Rehabilitation, LLC 49.0 % Summarized combined financial information of the rehabilitation entities in which the Company has a minority ownership interest is as follows: December 31, 2016 2017 (in thousands) Current assets $ 90,656 $ 102,908 Non-current assets 78,913 79,364 Total assets $ 169,569 $ 182,272 Current liabilities $ 32,520 $ 37,113 Non-current liabilities 14,384 13,751 Equity 122,665 131,408 Total liabilities and equity $ 169,569 $ 182,272 December 31, 2015 2016 2017 (in thousands) Revenues $ 289,994 $ 320,078 $ 336,349 Operating expenses 250,170 274,952 289,224 Net income 37,951 43,410 45,648 |
Long-Term Debt and Notes Paya32
Long-Term Debt and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Company's long-term debt and notes payable | The Company’s long‑term debt and notes payable as of December 31, 2017 are as follows (in thousands): Principal Outstanding Unamortized Unamortized Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 778 $ (6,553 ) $ 704,225 $ 727,750 Credit facilities: Revolving facility 230,000 — — 230,000 211,600 Term loan 1,141,375 (12,445 ) (12,500 ) 1,116,430 1,154,215 Other 36,877 — (533 ) 36,344 36,344 Total Select debt 2,118,252 (11,667 ) (19,586 ) 2,086,999 2,129,909 Concentra: Credit facilities: Term loan 619,175 (2,257 ) (10,668 ) 606,250 625,173 Other 6,653 — — 6,653 6,653 Total Concentra debt 625,828 (2,257 ) (10,668 ) 612,903 631,826 Total debt $ 2,744,080 $ (13,924 ) $ (30,254 ) $ 2,699,902 $ 2,761,735 The Company’s long‑term debt and notes payable as of December 31, 2016 were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value Fair Value Select: 6.375% senior notes $ 710,000 $ 1,006 $ (8,461 ) $ 702,545 $ 710,000 Credit facilities: Revolving facility 220,000 — — 220,000 204,600 Term loan 1,147,751 (11,967 ) (13,581 ) 1,122,203 1,165,860 Other 22,688 — — 22,688 22,688 Total Select debt 2,100,439 (10,961 ) (22,042 ) 2,067,436 2,103,148 Concentra: Credit facilities: Term loan 642,239 (2,773 ) (13,091 ) 626,375 644,648 Other 5,178 — — 5,178 5,178 Total Concentra debt 647,417 (2,773 ) (13,091 ) 631,553 649,826 Total debt $ 2,747,856 $ (13,734 ) $ (35,133 ) $ 2,698,989 $ 2,752,974 |
Schedule of maturities of the Company's long-term debt and notes payable | Principal maturities of the Company’s long‑term debt and notes payable are approximately as follows (in thousands): 2018 2019 2020 2021 2022 Thereafter Total Select: 6.375% senior notes $ — $ — $ — $ 710,000 $ — $ — $ 710,000 Credit facilities: Revolving facility — — — — 230,000 — 230,000 Term loan 11,500 11,500 11,500 11,500 11,500 1,083,875 1,141,375 Other 8,086 3,221 23,299 236 10 2,025 36,877 Total Select debt 19,586 14,721 34,799 721,736 241,510 1,085,900 2,118,252 Concentra: Credit facilities: Term loan — — 3,016 6,520 609,639 — 619,175 Other 2,600 154 172 170 183 3,374 6,653 Total Concentra debt 2,600 154 3,188 6,690 609,822 3,374 625,828 Total debt $ 22,186 $ 14,875 $ 37,987 $ 728,426 $ 851,332 $ 1,089,274 $ 2,744,080 |
Schedule of redemption prices of senior notes | 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 2017 103.188 % 2018 101.594 % 2019 100.000 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of share activity | The following table summarizes the share activity for Holdings: For the Year Ended December 31, 2015 2016 2017 (in thousands) Restricted stock granted 1,385 1,426 1,598 Common stock issued through stock option exercise 183 202 227 Unvested restricted stock forfeitures 304 82 27 Stock repurchases for satisfaction of tax obligations 183 232 280 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Selected Financial Data | (1) The long term acute care segment includes $2.7 million , $24.4 million , and $9.8 million in real estate assets held for sale on December 31, 2015 , 2016 , and 2017 , respectively. (2) Total assets were retrospectively conformed to reflect the adoption ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which resulted in a reduction to total assets of $23.8 million . (3) 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. (4) The outpatient rehabilitation segment includes the operating results of the Company’s contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016. 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, 2015 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation Concentra (3) Other Total (in thousands) Net revenue $ 1,902,776 $ 444,005 $ 810,009 $ 585,222 $ 724 $ 3,742,736 Adjusted EBITDA 258,223 69,400 98,220 48,301 (74,979 ) 399,165 Total assets (1) 1,954,823 470,290 548,242 1,311,631 103,692 4,388,678 Capital expenditures 39,784 86,230 17,768 26,771 12,089 182,642 Year Ended December 31, 2016 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation (4) Concentra Other Total (in thousands) Net revenue $ 1,785,164 $ 504,318 $ 995,374 $ 1,000,624 $ 541 $ 4,286,021 Adjusted EBITDA 224,609 56,902 129,830 143,009 (88,543 ) 465,807 Total assets (1)(2) 1,910,013 621,105 969,014 1,313,176 107,318 4,920,626 Capital expenditures 48,626 60,513 21,286 15,946 15,262 161,633 Year Ended December 31, 2017 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation Concentra Other Total (in thousands) Net revenue $ 1,756,243 $ 631,777 $ 1,020,848 $ 1,034,035 $ 700 $ 4,443,603 Adjusted EBITDA 252,679 90,041 132,533 157,561 (94,822 ) 537,992 Total assets (1) 1,848,783 868,517 954,661 1,340,919 114,286 5,127,166 Capital expenditures 49,720 96,477 27,721 28,912 30,413 233,243 |
Schedule of Reconciliation of Adjusted EBITDA to Income Before Taxes | (3) 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. (4) The outpatient rehabilitation segment includes the operating results of the Company’s contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016. A reconciliation of Adjusted EBITDA to income before income taxes is as follows: Year Ended December 31, 2015 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation Concentra (3) Other Total (in thousands) Adjusted EBITDA $ 258,223 $ 69,400 $ 98,220 $ 48,301 $ (74,979 ) Depreciation and amortization (45,234 ) (8,758 ) (13,053 ) (33,644 ) (4,292 ) Stock compensation expense — — — (1,016 ) (13,663 ) Concentra acquisition costs — — — (4,715 ) — Income (loss) from operations $ 212,989 $ 60,642 $ 85,167 $ 8,926 $ (92,934 ) $ 274,790 Equity in earnings of unconsolidated subsidiaries 16,811 Non-operating gain 29,647 Interest expense (112,816 ) Income before income taxes $ 208,432 Year Ended December 31, 2016 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation (4) Concentra Other Total (in thousands) Adjusted EBITDA $ 224,609 $ 56,902 $ 129,830 $ 143,009 $ (88,543 ) Depreciation and amortization (43,862 ) (12,723 ) (22,661 ) (60,717 ) (5,348 ) Stock compensation expense — — — (770 ) (16,643 ) Physiotherapy acquisition costs — — — — (3,236 ) Income (loss) from operations $ 180,747 $ 44,179 $ 107,169 $ 81,522 $ (113,770 ) $ 299,847 Loss on early retirement of debt (11,626 ) Equity in earnings of unconsolidated subsidiaries 19,943 Non-operating gain 42,651 Interest expense (170,081 ) Income before income taxes $ 180,734 Year Ended December 31, 2017 Long Term Acute Care Inpatient Rehabilitation Outpatient Rehabilitation Concentra Other Total (in thousands) Adjusted EBITDA $ 252,679 $ 90,041 $ 132,533 $ 157,561 $ (94,822 ) Depreciation and amortization (45,743 ) (20,176 ) (24,607 ) (61,945 ) (7,540 ) Stock compensation expense — — — (993 ) (18,291 ) U.S. HealthWorks acquisition costs — — — (2,819 ) — Income (loss) from operations $ 206,936 $ 69,865 $ 107,926 $ 91,804 $ (120,653 ) $ 355,878 Loss on early retirement of debt (19,719 ) Equity in earnings of unconsolidated subsidiaries 21,054 Non-operating loss (49 ) Interest expense (154,703 ) Income before income taxes $ 202,461 _______________________________________________________________________________ (1) The long term acute care segment includes $2.7 million , $24.4 million , and $9.8 million in real estate assets held for sale on December 31, 2015 , 2016 , and 2017 , respectively. (2) Total assets were retrospectively conformed to reflect the adoption ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which resulted in a reduction to total assets of $23.8 million . (3) 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. (4) The outpatient rehabilitation segment includes the operating results of the Company’s contract therapy businesses through March 31, 2016 and Physiotherapy beginning March 4, 2016. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Transactions | Transactions related to restricted stock awards are as follows: Shares Weighted Average Grant Date Fair Value (share amounts in thousands) Unvested balance, January 1, 2017 4,201 $ 12.86 Granted 1,598 15.84 Vested (1,304 ) 13.09 Forfeited (27 ) 14.44 Unvested balance, December 31, 2017 4,468 $ 13.85 |
Schedule of stock compensation expense recognized | Stock compensation expense recognized by the Company was as follows: For the Year Ended December 31, 2015 2016 2017 (in thousands) Stock compensation expense: Included in general and administrative $ 11,633 $ 14,607 $ 15,706 Included in cost of services 3,046 2,806 3,578 Total $ 14,679 $ 17,413 $ 19,284 |
Schedule of stock compensation expense based on current stock-based awards for each of the next five years | Stock compensation expense based on current stock-based awards for each of the next five years is estimated to be as follows: 2018 2019 2020 2021 2022 (in thousands) Stock compensation expense $ 17,547 $ 11,946 $ 6,315 $ 1,472 $ 6 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of the components of the Company's income tax expense | The components of the Company’s income tax expense for the years ended December 31, 2015 , 2016 , and 2017 were as follows: For the Year Ended December 31, 2015 2016 2017 (in thousands) Current income tax expense: Federal $ 63,626 $ 54,726 $ 45,809 State and local 10,868 13,329 8,331 Total current income tax expense 74,494 68,055 54,140 Deferred income tax expense (benefit) (2,058 ) (12,591 ) (72,324 ) Total income tax expense (benefit) $ 72,436 $ 55,464 $ (18,184 ) |
Schedule of reconciliations of the statutory federal income tax rate to the effective income tax rate | Reconciliations of the statutory federal income tax rate to the effective income tax rate are as follows: For the Year Ended December 31, 2015 2016 2017 Federal income tax at statutory rate 35.0 % 35.0 % 35.0 % State and local income taxes, less federal income tax benefit 4.0 3.6 3.7 Permanent differences 1.4 1.4 1.7 Tax benefit from the sale of businesses — (6.7 ) — Valuation allowance (0.9 ) 0.2 (7.3 ) Uncertain tax positions (2.3 ) (1.3 ) (0.6 ) Non-controlling interest (2.0 ) (0.5 ) 0.5 Stock-based compensation — (0.7 ) (1.3 ) Deferred income taxes - state income tax rate adjustment — — (2.8 ) Deferred income taxes - tax legislation rate adjustment — — (37.5 ) Other (0.4 ) (0.3 ) (0.4 ) Total effective income tax rate 34.8 % 30.7 % (9.0 )% |
Schedule of the Company's deferred tax assets and liabilities | The Company’s deferred tax assets and liabilities are as follows: December 31, 2016 2017 (in thousands) Deferred tax assets Allowance for doubtful accounts $ 10,735 $ 8,792 Compensation and benefit-related accruals 70,199 50,936 Professional malpractice liability insurance 19,763 11,036 Deferred revenue 746 319 Net operating loss carryforwards 39,481 36,112 Stock options 9,533 6,591 Equity investments 1,567 1,452 Uncertain tax positions 499 503 Other 3,496 3,040 Deferred tax assets $ 156,019 $ 118,781 Valuation allowance (26,421 ) (12,986 ) Deferred tax assets, net of valuation allowance $ 129,598 $ 105,795 Deferred tax liabilities Deferred income $ (26,068 ) $ (19,608 ) Investment in unconsolidated affiliates (3,885 ) (4,457 ) Depreciation and amortization (271,914 ) (179,055 ) Deferred financing costs — (4,528 ) Other (5,413 ) (3,673 ) Deferred tax liabilities $ (307,280 ) $ (211,321 ) Deferred tax liabilities, net of deferred tax assets $ (177,682 ) $ (105,526 ) The Company’s deferred tax assets and liabilities are included in the consolidated balance sheet captions as follows: December 31, 2016 2017 (in thousands) Other assets $ 21,396 $ 19,391 Non-current deferred tax liability (199,078 ) (124,917 ) $ (177,682 ) $ (105,526 ) |
Schedule of state net operating loss carry forwards | The total state net operating losses are approximately $596.7 million . State net operating loss carryforwards expire and are subject to valuation allowances as follows: State Net Operating Losses Gross Valuation Allowance (in thousands) 2018 $ 1,812 $ 1,081 2019 9,770 8,788 2020 10,483 8,333 2021 12,269 6,817 Thereafter through 2036 562,326 426,138 |
Income per Share (Tables)
Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted income per common share | For the Year Ended December 31, 2015 2016 2017 (in thousands, except per share amounts) Numerator: Net income attributable to Select Medical Holdings Corporation $ 130,736 $ 115,411 $ 177,184 Less: Earnings allocated to unvested restricted stockholders 3,830 3,521 5,758 Net income available to common stockholders $ 126,906 $ 111,890 $ 171,426 Denominator: Weighted average shares—basic 127,478 127,813 128,955 Effect of dilutive securities: Stock options 274 155 171 Weighted average shares—diluted 127,752 127,968 129,126 Basic income per common share: $ 1.00 $ 0.88 $ 1.33 Diluted income per common share: $ 0.99 $ 0.87 $ 1.33 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 are approximately as follows (in thousands): 2018 $ 224,359 2019 191,120 2020 156,494 2021 121,881 2022 91,351 Thereafter 424,640 $ 1,209,845 |
Related party | |
Schedule of minimum future non-cancelable lease obligations on long-term operating leases | As of December 31, 2017 , future rental commitments under outstanding agreements with related parties are approximately as follows (in thousands): 2018 $ 5,667 2019 5,811 2020 5,958 2021 6,086 2022 5,981 Thereafter 4,559 $ 34,062 |
Financial Information for Sub39
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes | |
Schedule of Condensed Consolidating Balance Sheet | Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 73 $ 4,856 $ 4,561 $ 113,059 $ — $ 122,549 Accounts receivable, net — 445,942 126,279 119,511 — 691,732 Intercompany receivables — 1,595,692 62,990 — (1,658,682 ) (a) — Prepaid income taxes 22,704 5,703 31 2,949 — 31,387 Other current assets 13,021 29,547 13,693 18,897 — 75,158 Total Current Assets 35,798 2,081,740 207,554 254,416 (1,658,682 ) 920,826 Property and equipment, net 39,836 622,445 79,653 170,657 — 912,591 Investment in affiliates 4,521,865 128,319 — — (4,650,184 ) (b)(c) — Goodwill — 2,108,270 — 674,542 — 2,782,812 Identifiable intangible assets, net — 103,913 5,200 217,406 — 326,519 Other assets 36,494 98,492 35,523 23,898 (9,989 ) (e) 184,418 Total Assets $ 4,633,993 $ 5,143,179 $ 327,930 $ 1,340,919 $ (6,318,855 ) $ 5,127,166 LIABILITIES AND EQUITY Current Liabilities: Overdrafts $ 29,463 $ — $ — $ — $ — $ 29,463 Current portion of long-term debt and notes payable 16,635 740 2,212 2,600 — 22,187 Accounts payable 12,504 85,096 17,868 12,726 — 128,194 Intercompany payables 1,595,692 62,990 — — (1,658,682 ) (a) — Accrued payroll 16,736 98,834 4,872 40,120 — 160,562 Accrued vacation 4,083 58,043 12,607 18,142 — 92,875 Accrued interest 17,479 7 6 2,393 — 19,885 Accrued other 39,219 57,121 12,856 33,970 — 143,166 Income taxes payable — 1,190 142 7,739 — 9,071 Total Current Liabilities 1,731,811 364,021 50,563 117,690 (1,658,682 ) 605,403 Long-term debt, net of current portion 2,042,555 127 24,730 610,303 — 2,677,715 Non-current deferred tax liability — 88,376 780 45,750 (9,989 ) (e) 124,917 Other non-current liabilities 36,259 56,718 8,141 44,591 — 145,709 Total Liabilities 3,810,625 509,242 84,214 818,334 (1,668,671 ) 3,553,744 Redeemable non-controlling interests — — — 16,270 624,548 (d) 640,818 Stockholder’s Equity: Common stock 0 — — — — 0 Capital in excess of par 947,370 — — — — 947,370 Retained earnings (accumulated deficit) (124,002 ) 1,415,978 (33,368 ) 64,626 (1,447,236 ) (c)(d) (124,002 ) Subsidiary investment — 3,217,959 277,084 437,779 (3,932,822 ) (b)(d) — Total Select Medical Corporation Stockholder’s Equity 823,368 4,633,937 243,716 502,405 (5,380,058 ) 823,368 Non-controlling interests — — — 3,910 105,326 (d) 109,236 Total Equity 823,368 4,633,937 243,716 506,315 (5,274,732 ) 932,604 Total Liabilities and Equity $ 4,633,993 $ 5,143,179 $ 327,930 $ 1,340,919 $ (6,318,855 ) $ 5,127,166 _______________________________________________________________________________ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. Select Medical Corporation Condensed Consolidating Balance Sheet December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 11,071 $ 6,467 $ 5,056 $ 76,435 $ — $ 99,029 Accounts receivable, net — 363,470 97,770 112,512 — 573,752 Intercompany receivables — 1,573,960 25,578 — (1,599,538 ) (a) — Prepaid income taxes 6,658 — — 5,765 — 12,423 Other current assets 11,953 33,958 10,269 21,519 — 77,699 Total Current Assets 29,682 1,977,855 138,673 216,231 (1,599,538 ) 762,903 Property and equipment, net 48,697 603,408 50,869 189,243 — 892,217 Investment in affiliates 4,493,684 89,288 — — (4,582,972 ) (b) (c) — Goodwill — 2,090,963 — 660,037 — 2,751,000 Identifiable intangible assets, net — 106,439 2,693 231,430 — 340,562 Other assets 45,636 84,803 53,954 16,235 (26,684 ) (e) 173,944 Total Assets $ 4,617,699 $ 4,952,756 $ 246,189 $ 1,313,176 $ (6,209,194 ) $ 4,920,626 LIABILITIES AND EQUITY Current Liabilities: Overdrafts $ 39,362 $ — $ — $ — $ — $ 39,362 Current portion of long-term debt and notes payable 7,227 445 1,324 4,660 — 13,656 Accounts payable 10,775 78,608 22,397 14,778 — 126,558 Intercompany payables 1,573,960 25,578 — — (1,599,538 ) (a) — Accrued payroll 16,963 92,216 4,246 32,972 — 146,397 Accrued vacation 3,440 55,486 10,668 13,667 — 83,261 Accrued interest 20,114 — — 2,211 — 22,325 Accrued other 39,155 62,384 4,639 33,898 — 140,076 Total Current Liabilities 1,710,996 314,717 43,274 102,186 (1,599,538 ) 571,635 Long-term debt, net of current portion 2,048,154 601 9,685 626,893 — 2,685,333 Non-current deferred tax liability — 133,852 596 91,314 (26,684 ) (e) 199,078 Other non-current liabilities 42,824 53,537 5,727 34,432 — 136,520 Total Liabilities 3,801,974 502,707 59,282 854,825 (1,626,222 ) 3,592,566 Redeemable non-controlling interests — — — 15,493 406,666 (d) 422,159 Stockholder’s Equity: Common stock 0 — — — — 0 Capital in excess of par 925,111 — — — — 925,111 Retained earnings (accumulated deficit) (109,386 ) 1,269,009 (32,826 ) 2,723 (1,238,906 ) (c) (d) (109,386 ) Subsidiary investment — 3,181,040 219,733 436,786 (3,837,559 ) (b) (d) — Total Select Medical Corporation Stockholder’s Equity 815,725 4,450,049 186,907 439,509 (5,076,465 ) 815,725 Non-controlling interests — — — 3,349 86,827 (d) 90,176 Total Equity 815,725 4,450,049 186,907 442,858 (4,989,638 ) 905,901 Total Liabilities and Equity $ 4,617,699 $ 4,952,756 $ 246,189 $ 1,313,176 $ (6,209,194 ) $ 4,920,626 _______________________________________________________________________________ (a) Elimination of intercompany. (b) Elimination of investments in consolidated subsidiaries. (c) Elimination of investments in consolidated subsidiaries’ earnings. (d) Reclassification of equity attributable to non-controlling interests. (e) Reclassification of non-current deferred tax asset to report net non-current deferred tax liability in consolidation. |
Schedule of Condensed Consolidating Statement of Operations | Select Medical Corporation Condensed Consolidating Statement of Operations For the Year Ended December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 700 $ 2,711,321 $ 697,547 $ 1,034,035 $ — $ 4,443,603 Costs and expenses: Cost of services 2,585 2,283,360 591,641 856,590 — 3,734,176 General and administrative 111,069 159 — 2,819 — 114,047 Bad debt expense — 44,080 14,534 20,877 — 79,491 Depreciation and amortization 7,540 76,268 14,258 61,945 — 160,011 Total costs and expenses 121,194 2,403,867 620,433 942,231 — 4,087,725 Income (loss) from operations (120,494 ) 307,454 77,114 91,804 — 355,878 Other income and expense: Intercompany interest and royalty fees 32,828 (17,864 ) (14,964 ) — — — Intercompany management fees 220,601 (180,697 ) (39,904 ) — — — Loss on early retirement of debt (19,719 ) — — — — (19,719 ) Equity in earnings of unconsolidated subsidiaries — 20,973 81 — — 21,054 Non-operating loss — (49 ) — — — (49 ) Interest income (expense) (124,406 ) 381 (170 ) (30,508 ) — (154,703 ) Income (loss) from operations before income taxes (11,190 ) 130,198 22,157 61,296 — 202,461 Income tax expense (benefit) (8,753 ) (3,178 ) 1,186 (7,439 ) — (18,184 ) Equity in earnings of consolidated subsidiaries 179,621 13,588 — — (193,209 ) (a) — Net income 177,184 146,964 20,971 68,735 (193,209 ) 220,645 Less: Net income attributable to non-controlling interests — — 6,736 36,725 — 43,461 Net income attributable to Select Medical Corporation $ 177,184 $ 146,964 $ 14,235 $ 32,010 $ (193,209 ) $ 177,184 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Year Ended December 31, 2015 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 724 $ 2,691,851 $ 464,939 $ 585,222 $ — $ 3,742,736 Costs and expenses: Cost of services 2,029 2,280,986 400,179 528,347 — 3,211,541 General and administrative 88,227 (890 ) — 4,715 — 92,052 Bad debt expense — 40,708 9,073 9,591 — 59,372 Depreciation and amortization 4,292 56,957 10,088 33,644 — 104,981 Total costs and expenses 94,548 2,377,761 419,340 576,297 — 3,467,946 Income (loss) from operations (93,824 ) 314,090 45,599 8,925 — 274,790 Other income and expense: Intercompany interest and royalty fees 29,393 (23,274 ) (6,119 ) — — — Intercompany management fees 143,939 (120,356 ) (23,583 ) — — — Equity in earnings of unconsolidated subsidiaries — 16,719 92 — — 16,811 Non-operating gain — 29,647 — — — 29,647 Interest income (expense) (89,160 ) 408 (2 ) (24,062 ) — (112,816 ) Income (loss) from operations before income taxes (9,652 ) 217,234 15,987 (15,137 ) — 208,432 Income tax expense (benefit) (7,869 ) 85,949 (512 ) (5,132 ) — 72,436 Equity in earnings of consolidated subsidiaries 132,519 7,527 — — (140,046 ) (a) — Net income (loss) 130,736 138,812 16,499 (10,005 ) (140,046 ) 135,996 Less: Net income (loss) attributable to non-controlling interests — 245 8,899 (3,884 ) — 5,260 Net income (loss) attributable to Select Medical Corporation $ 130,736 $ 138,567 $ 7,600 $ (6,121 ) $ (140,046 ) $ 130,736 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Operations For the Year Ended December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Net operating revenues $ 541 $ 2,752,676 $ 532,180 $ 1,000,624 $ — $ 4,286,021 Costs and expenses: Cost of services 2,037 2,346,487 476,084 840,235 — 3,664,843 General and administrative 106,864 63 — — — 106,927 Bad debt expense — 41,737 9,206 18,150 — 69,093 Depreciation and amortization 5,348 67,932 11,314 60,717 — 145,311 Total costs and expenses 114,249 2,456,219 496,604 919,102 — 3,986,174 Income (loss) from operations (113,708 ) 296,457 35,576 81,522 — 299,847 Other income and expense: Intercompany interest and royalty fees 31,083 (16,998 ) (14,085 ) — — — Intercompany management fees 168,915 (140,347 ) (28,568 ) — — — Loss on early retirement of debt (773 ) — — (10,853 ) — (11,626 ) Equity in earnings of unconsolidated subsidiaries — 19,838 105 — — 19,943 Non-operating gain 33,932 8,719 — — — 42,651 Interest income (expense) (132,066 ) 382 (101 ) (38,296 ) — (170,081 ) Income (loss) from operations before income taxes (12,617 ) 168,051 (7,073 ) 32,373 — 180,734 Income tax expense (benefit) (14,461 ) 54,047 3,166 12,712 — 55,464 Equity in earnings (losses) of consolidated subsidiaries 113,567 (8,061 ) — — (105,506 ) (a) — Net income (loss) 115,411 105,943 (10,239 ) 19,661 (105,506 ) 125,270 Less: Net income (loss) attributable to non-controlling interests — 28 (2,346 ) 12,177 — 9,859 Net income (loss) attributable to Select Medical Corporation $ 115,411 $ 105,915 $ (7,893 ) $ 7,484 $ (105,506 ) $ 115,411 ______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. |
Schedule of Condensed Consolidating Statement of Cash Flows | Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2015 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income (loss) $ 130,736 $ 138,812 $ 16,499 $ (10,005 ) $ (140,046 ) (a) $ 135,996 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — 13,870 99 — — 13,969 Depreciation and amortization 4,292 56,957 10,088 33,644 — 104,981 Provision for bad debts — 40,708 9,073 9,591 — 59,372 Equity in earnings of unconsolidated subsidiaries — (16,719 ) (92 ) — — (16,811 ) Equity in earnings of consolidated subsidiaries (132,519 ) (7,527 ) — — 140,046 (a) — Loss (gain) on sale of assets and businesses — (1,128 ) 16 14 — (1,098 ) Gain on sale of equity investment — (29,647 ) — — — (29,647 ) Stock compensation expense 13,969 — — 1,016 — 14,985 Amortization of debt discount, premium and issuance costs 7,404 — — 2,139 — 9,543 Deferred income taxes (3,484 ) — — 1,426 — (2,058 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — (83,142 ) (10,255 ) 825 — (92,572 ) Other current assets (2,661 ) (2,236 ) (396 ) 2,790 — (2,503 ) Other assets 10,840 (6,415 ) 288 — — 4,713 Accounts payable 560 8,569 2,654 (9,438 ) — 2,345 Accrued expenses (1,508 ) 9,569 5,696 (6,557 ) — 7,200 Net cash provided by operating activities 27,629 121,671 33,670 25,445 — 208,415 Investing activities Business combinations, net of cash acquired — — (8,832 ) (1,052,796 ) — (1,061,628 ) Purchases of property and equipment (10,890 ) (134,002 ) (10,979 ) (26,771 ) — (182,642 ) Investment in businesses — (2,347 ) — — — (2,347 ) Proceeds from sale of assets and businesses — 1,742 24 1 — 1,767 Proceeds from sale of equity investment — 33,096 — — — 33,096 Net cash used in investing activities (10,890 ) (101,511 ) (19,787 ) (1,079,566 ) — (1,211,754 ) Financing activities Borrowings on revolving facilities 1,115,000 — — 20,000 — 1,135,000 Payments on revolving facilities (880,000 ) — — (15,000 ) — (895,000 ) Proceeds from term loans — — — 623,575 — 623,575 Payments on term loans (26,884 ) — — (2,250 ) — (29,134 ) Borrowings of other debt 8,684 — 1,681 3,009 — 13,374 Principal payments on other debt (11,923 ) (2,736 ) (1,513 ) (1,964 ) — (18,136 ) Dividends paid to Holdings (28,956 ) — — — — (28,956 ) Equity investment by Holdings 1,649 — — — — 1,649 Intercompany (199,024 ) (15,930 ) (2,981 ) 217,935 — — Tax benefit from stock based awards 1,846 — — — — 1,846 Increase in overdrafts 6,869 — — — — 6,869 Proceeds from issuance of non-controlling interests — — — 217,065 — 217,065 Purchase of non-controlling interests — — (1,095 ) — — (1,095 ) Distributions to non-controlling interests — (242 ) (10,180 ) (2,215 ) — (12,637 ) Net cash provided by (used in) financing activities (12,739 ) (18,908 ) (14,088 ) 1,060,155 — 1,014,420 Net increase (decrease) in cash and cash equivalents 4,000 1,252 (205 ) 6,034 — 11,081 Cash and cash equivalents at beginning of period 70 2,454 830 — — 3,354 Cash and cash equivalents at end of period $ 4,070 $ 3,706 $ 625 $ 6,034 $ — $ 14,435 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2017 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income $ 177,184 $ 146,964 $ 20,971 $ 68,735 $ (193,209 ) (a) $ 220,645 Adjustments to reconcile net income to net cash provided by operating activities: Distributions from unconsolidated subsidiaries — 19,940 66 — — 20,006 Depreciation and amortization 7,540 76,268 14,258 61,945 — 160,011 Provision for bad debts — 44,080 14,534 20,877 — 79,491 Equity in earnings of unconsolidated subsidiaries — (20,973 ) (81 ) — — (21,054 ) Equity in earnings of consolidated subsidiaries (179,621 ) (13,588 ) — — 193,209 (a) — Loss on extinguishment of debt 6,527 — — — — 6,527 Loss (gain) on sale of assets and businesses (939 ) (4,828 ) (4,602 ) 20 — (10,349 ) Stock compensation expense 18,291 — — 993 — 19,284 Amortization of debt discount, premium and issuance costs 7,895 — — 3,235 — 11,130 Deferred income taxes 14,041 (40,788 ) 156 (45,733 ) — (72,324 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — (126,451 ) (43,043 ) (27,697 ) — (197,191 ) Other current assets (1,068 ) 4,411 (3,697 ) 1,951 — 1,597 Other assets 168 (4,235 ) 3,413 (232 ) — (886 ) Accounts payable 1,450 2,534 828 (909 ) — 3,903 Accrued expenses (25,396 ) 2,168 13,244 27,325 — 17,341 Net cash provided by operating activities 26,072 85,502 16,047 110,510 — 238,131 Investing activities Business combinations, net of cash acquired — (10,006 ) (1,664 ) (15,720 ) — (27,390 ) Purchases of property and equipment (30,413 ) (136,075 ) (37,843 ) (28,912 ) — (233,243 ) Investment in businesses — (12,682 ) — — — (12,682 ) Proceeds from sale of assets and businesses 45,788 15,022 19,537 3 — 80,350 Net cash provided by (used in) investing activities 15,375 (143,741 ) (19,970 ) (44,629 ) — (192,965 ) Financing activities Borrowings on revolving facilities 970,000 — — — — 970,000 Payments on revolving facilities (960,000 ) — — — — (960,000 ) Proceeds from term loans 1,139,487 — — — — 1,139,487 Payments on term loans (1,156,377 ) — — (23,065 ) — (1,179,442 ) Revolving facility debt issuance costs (4,392 ) — — — — (4,392 ) Borrowings of other debt 25,630 — 18,224 2,767 — 46,621 Principal payments on other debt (13,748 ) (456 ) (3,036 ) (3,407 ) — (20,647 ) Dividends paid to Holdings (4,753 ) — — — — (4,753 ) Equity investment by Holdings 2,017 — — — — 2,017 Intercompany (40,410 ) 57,204 (16,794 ) — — — Decrease in overdrafts (9,899 ) — — — — (9,899 ) Proceeds from issuance of non-controlling interests — — 9,982 — — 9,982 Purchase of non-controlling interests — (120 ) — — — (120 ) Distributions to non-controlling interests — — (4,948 ) (5,552 ) — (10,500 ) Net cash provided by (used in) financing activities (52,445 ) 56,628 3,428 (29,257 ) — (21,646 ) Net increase (decrease) in cash and cash equivalents (10,998 ) (1,611 ) (495 ) 36,624 — 23,520 Cash and cash equivalents at beginning of period 11,071 6,467 5,056 76,435 — 99,029 Cash and cash equivalents at end of period $ 73 $ 4,856 $ 4,561 $ 113,059 $ — $ 122,549 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. Select Medical Corporation Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 Select (Parent Company Only) Subsidiary Guarantors Non-Guarantor Subsidiaries Non-Guarantor Concentra Eliminations Consolidated Select Medical Corporation (in thousands) Operating activities Net income (loss) $ 115,411 $ 105,943 $ (10,239 ) $ 19,661 $ (105,506 ) (a) $ 125,270 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Distributions from unconsolidated subsidiaries — 20,380 96 — — 20,476 Depreciation and amortization 5,348 67,932 11,314 60,717 — 145,311 Provision for bad debts — 41,737 9,206 18,150 — 69,093 Equity in earnings of unconsolidated subsidiaries — (19,838 ) (105 ) — — (19,943 ) Equity in earnings of consolidated subsidiaries (113,567 ) 8,061 — — 105,506 (a) — Loss on extinguishment of debt 773 — — 10,853 — 11,626 Loss (gain) on sale of assets and businesses (33,738 ) (12,975 ) 246 (21 ) — (46,488 ) Gain on sale of equity investment — (2,779 ) — — — (2,779 ) Impairment of equity investment — 5,339 — — — 5,339 Stock compensation expense 16,643 — — 770 — 17,413 Amortization of debt discount, premium and issuance costs 12,358 — — 3,298 — 15,656 Deferred income taxes (709 ) — — (11,882 ) — (12,591 ) Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable — 15,768 (40,080 ) (15,008 ) — (39,320 ) Other current assets (1,432 ) 10,310 (4,619 ) 13,191 — 17,450 Other assets (2,978 ) 51,586 (53,295 ) 13,977 — 9,290 Accounts payable 330 (24,877 ) 5,979 3,076 — (15,492 ) Accrued expenses (1,287 ) 53,764 (2,091 ) (4,094 ) — 46,292 Net cash provided by (used in) operating activities (2,848 ) 320,351 (83,588 ) 112,688 — 346,603 Investing activities Business combinations, net of cash acquired (406,305 ) (59,520 ) (953 ) (5,428 ) — (472,206 ) Purchases of property and equipment (15,262 ) (101,564 ) (28,861 ) (15,946 ) — (161,633 ) Investment in businesses — (4,723 ) — — — (4,723 ) Proceeds from sale of assets and businesses 63,418 16,978 67 — — 80,463 Proceeds from sale of equity investment — 3,779 — — — 3,779 Net cash used in investing activities (358,149 ) (145,050 ) (29,747 ) (21,374 ) — (554,320 ) Financing activities Borrowings on revolving facilities 575,000 — — — — 575,000 Payments on revolving facilities (650,000 ) — — (5,000 ) — (655,000 ) Proceeds from term loans 600,127 — — 195,217 — 795,344 Payments on term loans (230,524 ) — — (207,510 ) — (438,034 ) Borrowings of other debt 11,935 — 12,970 2,816 — 27,721 Principal payments on other debt (15,144 ) (751 ) (2,554 ) (2,952 ) — (21,401 ) Dividends paid to Holdings (2,929 ) — — — — (2,929 ) Equity investment by Holdings 1,672 — — — — 1,672 Intercompany 67,115 (169,473 ) 102,358 — — — Increase in overdrafts 10,746 — — — — 10,746 Proceeds from issuance of non-controlling interests — — 11,846 — — 11,846 Purchase of non-controlling interests — (2,099 ) — — — (2,099 ) Distributions to non-controlling interests — (217 ) (6,854 ) (3,484 ) — (10,555 ) Net cash provided by (used in) financing activities 367,998 (172,540 ) 117,766 (20,913 ) — 292,311 Net increase in cash and cash equivalents 7,001 2,761 4,431 70,401 — 84,594 Cash and cash equivalents at beginning of period 4,070 3,706 625 6,034 — 14,435 Cash and cash equivalents at end of period $ 11,071 $ 6,467 $ 5,056 $ 76,435 $ — $ 99,029 _______________________________________________________________________________ (a) Elimination of equity in earnings of consolidated subsidiaries. |
Selected Quarterly Financial 40
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected unaudited quarterly financial data | 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 Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) Year ended December 31, 2016 Net operating revenues $ 1,088,330 $ 1,097,631 $ 1,053,795 $ 1,046,265 Income from operations 86,886 101,054 56,162 55,745 Net income attributable to Select Medical Holdings Corporation 54,833 33,935 6,471 20,172 Income per common share (1) : Basic $ 0.42 $ 0.26 $ 0.05 $ 0.15 Diluted $ 0.42 $ 0.26 $ 0.05 $ 0.15 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) Year ended December 31, 2017 Net operating revenues $ 1,111,361 $ 1,120,675 $ 1,097,166 $ 1,114,401 Income from operations 91,765 115,663 72,098 76,352 Net income attributable to Select Medical Holdings Corporation 15,870 42,055 18,462 100,797 Income per common share (1) : Basic $ 0.12 $ 0.32 $ 0.14 $ 0.75 Diluted $ 0.12 $ 0.32 $ 0.14 $ 0.75 _______________________________________________________________________________ (1) Due to rounding, the summation of quarterly income per share balances may not equal year to date equivalents. |
Organization and Significant 41
Organization and Significant Accounting Policies - Business Description, Accounts Receivable and Allowance for Doubtful Accounts (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017hospitalbusiness_segment | Sep. 30, 2017business_segment | Dec. 31, 2017hospitalbusiness_segment | Dec. 31, 2016 | |
Business Description | ||||
Number of operating segments | business_segment | 4 | 3 | 4 | |
Number of outpatient clinics operated by the entity | 1,616 | |||
Number of freestanding medical centers | 312 | |||
Number of medical facilities | 105 | |||
Number of department of veterans affairs community-based outpatient clinics | 32 | |||
Number of states in which the entity had operations | 47 | 47 | ||
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 | 0.60% | 1.20% | ||
Long term acute care | ||||
Business Description | ||||
Number of facilities operated by the entity | 100 | |||
Inpatient rehabilitation | ||||
Business Description | ||||
Number of facilities operated by the entity | 24 |
Organization and Significant 42
Organization and Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Land improvements | Minimum | |
Property and equipment | |
Estimated useful lives | 2 years |
Land improvements | Maximum | |
Property and equipment | |
Estimated useful lives | 25 years |
Leasehold improvements | Minimum | |
Property and equipment | |
Estimated useful lives | 1 year |
Leasehold improvements | Maximum | |
Property and equipment | |
Estimated useful lives | 15 years |
Buildings | |
Property and equipment | |
Estimated useful lives | 40 years |
Building improvements | Minimum | |
Property and equipment | |
Estimated useful lives | 5 years |
Building improvements | Maximum | |
Property and equipment | |
Estimated useful lives | 20 years |
Furniture and equipment | Minimum | |
Property and equipment | |
Estimated useful lives | 1 year |
Furniture and equipment | Maximum | |
Property and equipment | |
Estimated useful lives | 20 years |
Organization and Significant 43
Organization and Significant Accounting Policies - Intangible Assets (Details) - business_segment | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | |
Intangible Assets and Liabilities | |||
Number of operating segments | 4 | 3 | 4 |
Customer relationships | Minimum | |||
Intangible Assets and Liabilities | |||
Useful life of intangible assets | 6 years | ||
Customer relationships | Maximum | |||
Intangible Assets and Liabilities | |||
Useful life of intangible assets | 17 years | ||
Favorable leasehold interests | Minimum | |||
Intangible Assets and Liabilities | |||
Useful life of intangible assets | 1 year | ||
Favorable leasehold interests | Maximum | |||
Intangible Assets and Liabilities | |||
Useful life of intangible assets | 15 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 44
Organization and Significant Accounting Policies - Income Taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Tax Cuts And Jobs Act of 2017, estimated income tax benefit | $ 71.5 |
Organization and Significant 45
Organization and Significant Accounting Policies - Non-Controlling Interests and Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income (loss) attributable to non-controlling interests and redeemable non-controlling interests | |||
Attributable to non-controlling interests | $ 7,822 | $ (2,620) | $ 7,450 |
Attributable to redeemable non-controlling interests | 35,639 | 12,479 | (2,190) |
Net income attributable to non-controlling interests | 43,461 | 9,859 | 5,260 |
Non-controlling Interests | |||
Net income (loss) attributable to non-controlling interests and redeemable non-controlling interests | |||
Attributable to non-controlling interests | $ 7,822 | $ (2,620) | $ 7,450 |
Net operating revenues | Third-Party Payor Risk | Medicare program | |||
Revenue Recognition [Abstract] | |||
Percentage of concentration risk | 30.00% | 30.00% | 37.00% |
Accounts receivable | Third-Party Payor Risk | Medicare program | |||
Revenue Recognition [Abstract] | |||
Percentage of concentration risk | 27.00% | 18.00% |
Organization and Significant 46
Organization and Significant Accounting Policies - Recent and Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Recently Adopted Accounting Pronouncements | |||||||||||
Net operating revenues | $ 1,114,401 | $ 1,097,166 | $ 1,120,675 | $ 1,111,361 | $ 1,046,265 | $ 1,053,795 | $ 1,097,631 | $ 1,088,330 | $ 4,443,603 | $ 4,286,021 | $ 3,742,736 |
Bad debt expense | 79,491 | 69,093 | 59,372 | ||||||||
Total current assets | 920,826 | 762,903 | 920,826 | 762,903 | |||||||
Other assets | 184,418 | 173,944 | 184,418 | 173,944 | |||||||
Total assets | 5,127,166 | 4,920,626 | 5,127,166 | 4,920,626 | $ 4,388,678 | ||||||
Non-current deferred tax liability | 124,917 | 199,078 | 124,917 | 199,078 | |||||||
Total liabilities | 3,553,744 | 3,592,566 | 3,553,744 | 3,592,566 | |||||||
Total liabilities and equity | $ 5,127,166 | 4,920,626 | 5,127,166 | 4,920,626 | |||||||
Accounting Standards Update 2014-09 | Pro Forma | |||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||
Net operating revenues | 4,365,245 | 4,217,460 | |||||||||
Bad debt expense | $ 1,133 | 532 | |||||||||
Accounting Standards Update 2015-17 | Scenario, Previously Reported | |||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||
Current deferred tax asset | 45,165 | 45,165 | |||||||||
Total current assets | 808,068 | 808,068 | |||||||||
Other assets | 152,548 | 152,548 | |||||||||
Total assets | 4,944,395 | 4,944,395 | |||||||||
Non-current deferred tax liability | 222,847 | 222,847 | |||||||||
Total liabilities | 3,616,335 | 3,616,335 | |||||||||
Total liabilities and equity | $ 4,944,395 | $ 4,944,395 |
Acquisitions - Physiotherapy Ac
Acquisitions - Physiotherapy Acquisition (Details) - USD ($) $ in Thousands | Mar. 04, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Goodwill | $ 2,782,812 | $ 2,751,000 | $ 2,314,624 | |
Net cash paid | $ 27,390 | 472,206 | $ 1,061,628 | |
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 | 343,187 | |||
Total assets | 475,843 | |||
Total liabilities | 54,685 | |||
Acquired non-controlling interests | 2,514 | |||
Net assets acquired | 418,644 | |||
Net cash paid | 406,304 | |||
Estimated value of goodwill, deductible for tax purposes | $ 8,800 |
Acquisitions - Concentra Acquis
Acquisitions - Concentra Acquisition (Details) - USD ($) $ in Thousands | Jun. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Goodwill | $ 2,782,812 | $ 2,751,000 | $ 2,314,624 | |
Net cash paid | 27,390 | 472,206 | 1,061,628 | |
Concentra Inc | ||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | ||||
Contributed net revenue | 1,000,000 | 1,000,000 | 585,200 | |
Contributed net income | $ 68,700 | $ 19,700 | (10,000) | |
Concentra Inc | Humana | MJ Acquisition Corporation | ||||
Acquisitions | ||||
Voting equity interests acquired | 100.00% | |||
Acquisition costs | $ 4,700 | |||
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 | 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 | Mar. 04, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 |
Income per common share: | |||||
Net cash paid to acquire businesses | $ 27,390 | $ 472,206 | $ 1,061,628 | ||
Issuance of non-controlling interests | 18,280 | 50,178 | 14,569 | ||
Goodwill | 2,782,812 | 2,751,000 | 2,314,624 | ||
Specialty Hospitals | |||||
Income per common share: | |||||
Goodwill | 0 | 1,447,406 | 1,357,379 | ||
Inpatient rehabilitation | |||||
Income per common share: | |||||
Goodwill | 415,528 | 0 | 0 | ||
Concentra | |||||
Income per common share: | |||||
Goodwill | 674,542 | 660,037 | 650,650 | ||
Outpatient Rehabilitation | |||||
Income per common share: | |||||
Goodwill | 647,522 | 643,557 | 306,595 | ||
Physiotherapy | |||||
Income per common share: | |||||
Acquisition costs included (excluded) from proforma results | 3,200 | ||||
Net cash paid to acquire businesses | $ 406,304 | ||||
Goodwill | $ 343,187 | ||||
Other Acquisitions | |||||
Income per common share: | |||||
Net cash paid to acquire businesses | 65,600 | 14,400 | |||
Issuance of non-controlling interests | 38,300 | 14,700 | |||
Transfer of business net assets | 17,700 | ||||
Non-operating gain to bargain purchase | 9,500 | ||||
Consideration transferred | 36,100 | ||||
Consideration transferred, cash | 27,400 | ||||
Other Acquisitions | Specialty Hospitals | |||||
Income per common share: | |||||
Goodwill | 96,800 | 21,900 | $ 800 | ||
Other Acquisitions | Inpatient rehabilitation | |||||
Income per common share: | |||||
Goodwill | 12,900 | ||||
Other Acquisitions | Concentra | |||||
Income per common share: | |||||
Goodwill | 14,500 | 4,600 | 4,200 | ||
Other Acquisitions | Outpatient Rehabilitation | |||||
Income per common share: | |||||
Goodwill | $ 3,800 | 2,300 | |||
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 | |||
Pro Forma | Physiotherapy | |||||
Income per common share: | |||||
Acquisition costs included (excluded) from proforma results | $ (3,200) | $ 3,200 | |||
Pro Forma | Concentra Inc | |||||
Income per common share: | |||||
Acquisition costs included (excluded) from proforma results | $ (4,700) |
Sale of Businesses (Details)
Sale of Businesses (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)hospital | |
Sale of Businesses | |
Gain on disposal | $ 35.6 |
Contract Therapy | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations [Member] | |
Sale of Businesses | |
Gain on disposal | 33.9 |
Total consideration from sale of businesses | 65 |
Outpatient Rehabilitation | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations [Member] | |
Sale of Businesses | |
Gain on disposal | $ 1.7 |
Outpatient Rehabilitation | Disposed by Sale | |
Sale of Businesses | |
Number of businesses sold | hospital | 9 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and equipment | |||
Total property and equipment | $ 1,543,255 | $ 1,404,968 | |
Accumulated depreciation | (630,664) | (512,751) | |
Property and equipment, net | 912,591 | 892,217 | |
Depreciation expense | 142,600 | 129,000 | $ 96,100 |
Land | |||
Property and equipment | |||
Total property and equipment | 77,077 | 76,987 | |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment | 420,632 | 309,504 | |
Buildings | |||
Property and equipment | |||
Total property and equipment | 414,704 | 421,017 | |
Furniture and equipment | |||
Property and equipment | |||
Total property and equipment | 517,912 | 432,944 | |
Construction-in-progress | |||
Property and equipment | |||
Total property and equipment | $ 112,930 | $ 164,516 |
Intangible Assets - Carrying Am
Intangible Assets - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill | ||
Balance at the beginning of the year | $ 2,751,000 | $ 2,314,624 |
Acquired | 31,986 | 446,702 |
Measurement period adjustment | (174) | 4,825 |
Sold | (15,151) | |
Reorganization of reporting units | 0 | |
Balance at the end of the year | 2,782,812 | 2,751,000 |
Long Term Acute Care | ||
Goodwill | ||
Balance at the beginning of the year | 0 | 0 |
Acquired | 0 | 0 |
Measurement period adjustment | 0 | 0 |
Sold | 0 | |
Reorganization of reporting units | 1,045,220 | |
Balance at the end of the year | 1,045,220 | 0 |
Inpatient Rehabilitation | ||
Goodwill | ||
Balance at the beginning of the year | 0 | 0 |
Acquired | 12,887 | 0 |
Measurement period adjustment | 0 | 0 |
Sold | 0 | |
Reorganization of reporting units | 402,641 | |
Balance at the end of the year | 415,528 | 0 |
Specialty Hospitals | ||
Goodwill | ||
Balance at the beginning of the year | 1,447,406 | 1,357,379 |
Acquired | 797 | 96,785 |
Measurement period adjustment | (342) | 0 |
Sold | (6,758) | |
Reorganization of reporting units | (1,447,861) | |
Balance at the end of the year | 0 | 1,447,406 |
Outpatient Rehabilitation | ||
Goodwill | ||
Balance at the beginning of the year | 643,557 | 306,595 |
Acquired | 3,797 | 345,355 |
Measurement period adjustment | 168 | 0 |
Sold | (8,393) | |
Reorganization of reporting units | 0 | |
Balance at the end of the year | 647,522 | 643,557 |
Concentra | ||
Goodwill | ||
Balance at the beginning of the year | 660,037 | 650,650 |
Acquired | 14,505 | 4,562 |
Measurement period adjustment | 0 | 4,825 |
Sold | 0 | |
Reorganization of reporting units | 0 | |
Balance at the end of the year | $ 674,542 | $ 660,037 |
Intangible Assets - Carrying Va
Intangible Assets - Carrying Value and Amortization of Identifiable Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Total identifiable intangible assets, Accumulated Amortization | $ (46,500) | $ (27,339) | |
Total identifiable intangible assets, Gross Carrying Amount | 373,019 | 367,901 | |
Total identifiable intangible assets, Net Carrying Amount | 326,519 | 340,562 | |
Customer relationships | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Identifiable intangibles - Finite lived assets, Gross Carrying Amount | 143,953 | 142,198 | |
Total identifiable intangible assets, Accumulated Amortization | (38,281) | (23,185) | |
Identifiable intangibles - Finite lived assets, Net Carrying Amount | 105,672 | 119,013 | |
Favorable leasehold interests | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Identifiable intangibles - Finite lived assets, Gross Carrying Amount | 13,295 | 13,089 | |
Total identifiable intangible assets, Accumulated Amortization | (4,319) | (2,317) | |
Identifiable intangibles - Finite lived assets, Net Carrying Amount | 8,976 | 10,772 | |
Non-compete agreements | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Identifiable intangibles - Finite lived assets, Gross Carrying Amount | 28,023 | 26,655 | |
Total identifiable intangible assets, Accumulated Amortization | (3,900) | (1,837) | |
Identifiable intangibles - Finite lived assets, Net Carrying Amount | 24,123 | 24,818 | |
Customer relationships and non-compete agreements | |||
Amortized intangible assets: | |||
Amortization expense | 17,400 | 16,300 | $ 8,900 |
Estimated amortization expense | |||
2,018 | 16,831 | ||
2,019 | 16,802 | ||
2,020 | 16,647 | ||
2,021 | 16,483 | ||
2,022 | 16,332 | ||
Trademarks | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Identifiable intangibles - Indefinite lived assets | $ 166,698 | 166,698 | |
Amortized intangible assets: | |||
Weighted average time until next renewal | 1 year 10 months 24 days | ||
Certificates of need | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Identifiable intangibles - Indefinite lived assets | $ 19,155 | 17,026 | |
Accreditations | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Identifiable intangibles - Indefinite lived assets | $ 1,895 | $ 2,235 | |
Amortized intangible assets: | |||
Weighted average time until next renewal | 1 year 6 months |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating revenues from contracted services and management fees to related parties | $ 178.1 | $ 164.2 | $ 146 |
Non-operating gain (loss) from equity method investments | (5.1) | $ 29.6 | |
Non-operating gain related to final sale of equity method investment | $ 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% | |
Coastal Virginia Rehabilitation, LLC | |||
Percentage of ownership | 49.00% | 49.00% | |
Other assets | |||
Equity method investments | $ 114.2 | $ 100 |
Equity Method Investments Summa
Equity Method Investments Summarized Combined Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Current assets | $ 102,908 | $ 90,656 | |
Non-current assets | 79,364 | 78,913 | |
Total assets | 182,272 | 169,569 | |
Current liabilities | 37,113 | 32,520 | |
Non-current liabilities | 13,751 | 14,384 | |
Equity | 131,408 | 122,665 | |
Total liabilities and equity | 182,272 | 169,569 | |
Revenues | 336,349 | 320,078 | $ 289,994 |
Operating expenses | 289,224 | 274,952 | 250,170 |
Net income | $ 45,648 | $ 43,410 | $ 37,951 |
Insurance Risk Programs (Detail
Insurance Risk Programs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Insurance [Abstract] | ||
Discount rate for provisions for losses for professional liability (as a percent) | 3.00% | 3.00% |
Liability recorded after discounting | $ 157.1 | $ 147.4 |
Value of aggregate liability, if the entity did not discount the provisions for losses | $ 162.1 | $ 152.7 |
Long-Term Debt and Notes Paya57
Long-Term Debt and Notes Payable - Components of Long-Term Debt and Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 06, 2017 | Dec. 31, 2016 | May 28, 2013 |
Long-term debt and notes payable | ||||
Principal Outstanding | $ 2,744,080 | $ 2,747,856 | ||
Unamortized Premium (Discount) | (13,924) | (13,734) | ||
Unamortized Issuance Costs | (30,254) | (35,133) | ||
Carrying Value | 2,699,902 | 2,698,989 | ||
Fair Value | 2,761,735 | 2,752,974 | ||
Select Excluding Concentra | ||||
Long-term debt and notes payable | ||||
Principal Outstanding | 2,118,252 | 2,100,439 | ||
Unamortized Premium (Discount) | (11,667) | (10,961) | ||
Unamortized Issuance Costs | (19,586) | (22,042) | ||
Carrying Value | 2,086,999 | 2,067,436 | ||
Fair Value | 2,129,909 | 2,103,148 | ||
Select Excluding Concentra | Senior notes | 6.375% Senior Notes Due June 2021 | ||||
Long-term debt and notes payable | ||||
Principal Outstanding | 710,000 | 710,000 | ||
Unamortized Premium (Discount) | 778 | 1,006 | ||
Unamortized Issuance Costs | (6,553) | (8,461) | ||
Carrying Value | 704,225 | 702,545 | ||
Fair Value | $ 727,750 | $ 710,000 | ||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% |
Select Excluding Concentra | Other | ||||
Long-term debt and notes payable | ||||
Principal Outstanding | $ 36,877 | $ 22,688 | ||
Unamortized Premium (Discount) | 0 | 0 | ||
Unamortized Issuance Costs | (533) | 0 | ||
Carrying Value | 36,344 | 22,688 | ||
Fair Value | 36,344 | 22,688 | ||
Concentra Inc | ||||
Long-term debt and notes payable | ||||
Principal Outstanding | 625,828 | 647,417 | ||
Unamortized Premium (Discount) | (2,257) | (2,773) | ||
Unamortized Issuance Costs | (10,668) | (13,091) | ||
Carrying Value | 612,903 | 631,553 | ||
Fair Value | 631,826 | 649,826 | ||
Concentra Inc | Other | ||||
Long-term debt and notes payable | ||||
Principal Outstanding | 6,653 | 5,178 | ||
Unamortized Premium (Discount) | 0 | 0 | ||
Unamortized Issuance Costs | 0 | 0 | ||
Carrying Value | 6,653 | 5,178 | ||
Fair Value | 6,653 | 5,178 | ||
Revolving facility | Select Excluding Concentra | Credit facility | ||||
Long-term debt and notes payable | ||||
Principal Outstanding | 230,000 | 220,000 | ||
Unamortized Premium (Discount) | 0 | 0 | ||
Unamortized Issuance Costs | 0 | 0 | ||
Carrying Value | 230,000 | 220,000 | ||
Fair Value | 211,600 | 204,600 | ||
Term loan | Select Excluding Concentra | Credit facility | ||||
Long-term debt and notes payable | ||||
Principal Outstanding | 1,141,375 | 1,147,751 | ||
Unamortized Premium (Discount) | (12,445) | (11,967) | ||
Unamortized Issuance Costs | (12,500) | (13,581) | ||
Carrying Value | 1,116,430 | 1,122,203 | ||
Fair Value | 1,154,215 | 1,165,860 | ||
Term loan | Concentra Inc | Credit facility | ||||
Long-term debt and notes payable | ||||
Principal Outstanding | 619,175 | 642,239 | ||
Unamortized Premium (Discount) | (2,257) | (2,773) | ||
Unamortized Issuance Costs | (10,668) | (13,091) | ||
Carrying Value | 606,250 | 626,375 | ||
Fair Value | $ 625,173 | $ 644,648 |
Long-Term Debt and Notes Paya58
Long-Term Debt and Notes Payable - Principal Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 06, 2017 | Dec. 31, 2016 | May 28, 2013 |
Long-term debt and notes payable | ||||
2,018 | $ 22,186 | |||
2,019 | 14,875 | |||
2,020 | 37,987 | |||
2,021 | 728,426 | |||
2,022 | 851,332 | |||
Thereafter | 1,089,274 | |||
Total | 2,744,080 | $ 2,747,856 | ||
Select Excluding Concentra | ||||
Long-term debt and notes payable | ||||
2,018 | 19,586 | |||
2,019 | 14,721 | |||
2,020 | 34,799 | |||
2,021 | 721,736 | |||
2,022 | 241,510 | |||
Thereafter | 1,085,900 | |||
Total | 2,118,252 | 2,100,439 | ||
Concentra Inc | ||||
Long-term debt and notes payable | ||||
2,018 | 2,600 | |||
2,019 | 154 | |||
2,020 | 3,188 | |||
2,021 | 6,690 | |||
2,022 | 609,822 | |||
Thereafter | 3,374 | |||
Total | 625,828 | 647,417 | ||
Senior notes | Select Excluding Concentra | 6.375% Senior Notes Due June 2021 | ||||
Long-term debt and notes payable | ||||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | 0 | |||
2,021 | 710,000 | |||
2,022 | 0 | |||
Thereafter | 0 | |||
Total | $ 710,000 | $ 710,000 | ||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% |
Credit facility | Revolving facility | Select Excluding Concentra | ||||
Long-term debt and notes payable | ||||
2,018 | $ 0 | |||
2,019 | 0 | |||
2,020 | 0 | |||
2,021 | 0 | |||
2,022 | 230,000 | |||
Thereafter | 0 | |||
Total | 230,000 | $ 220,000 | ||
Credit facility | Term loan | Select Excluding Concentra | ||||
Long-term debt and notes payable | ||||
2,018 | 11,500 | |||
2,019 | 11,500 | |||
2,020 | 11,500 | |||
2,021 | 11,500 | |||
2,022 | 11,500 | |||
Thereafter | 1,083,875 | |||
Total | 1,141,375 | 1,147,751 | ||
Credit facility | Term loan | Concentra Inc | ||||
Long-term debt and notes payable | ||||
2,018 | 0 | |||
2,019 | 0 | |||
2,020 | 3,016 | |||
2,021 | 6,520 | |||
2,022 | 609,639 | |||
Thereafter | 0 | |||
Total | 619,175 | 642,239 | ||
Other | Select Excluding Concentra | ||||
Long-term debt and notes payable | ||||
2,018 | 8,086 | |||
2,019 | 3,221 | |||
2,020 | 23,299 | |||
2,021 | 236 | |||
2,022 | 10 | |||
Thereafter | 2,025 | |||
Total | 36,877 | 22,688 | ||
Other | Concentra Inc | ||||
Long-term debt and notes payable | ||||
2,018 | 2,600 | |||
2,019 | 154 | |||
2,020 | 172 | |||
2,021 | 170 | |||
2,022 | 183 | |||
Thereafter | 3,374 | |||
Total | $ 6,653 | $ 5,178 |
Long-Term Debt and Notes Paya59
Long-Term Debt and Notes Payable - 2011 Select Credit Facilities (Details) - Credit facility - Select Excluding Concentra | Mar. 04, 2016USD ($) | Mar. 02, 2016USD ($) | Dec. 11, 2015USD ($) | Dec. 10, 2015 | Mar. 04, 2015USD ($) | Dec. 31, 2015 | Sep. 30, 2015 | May 20, 2015USD ($) |
2011 Select Credit Facilities | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Leverage ratio of financial maintenance covenant | 5.75 | 5 | ||||||
Revolving facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amount of incremental revolving commitments | $ 100,000,000 | |||||||
Maximum borrowing capacity | $ 450,000,000 | |||||||
Term loan | 2011 Select Credit Facilities | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Principal prepayments from excess cash flow | $ 10,200,000 | $ 26,900,000 | ||||||
Term loan | 2011 Select Credit Facilities, Series E Tranche B Term Loans | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Term loan conversion | $ 56,200,000 | |||||||
Term loan | 2011 Select Credit Facilities, Series E Tranche B Term Loans | Adjusted LIBO | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate margin (as a percent) | 5.00% | 4.00% | 2.75% | |||||
Term loan | 2011 Select Credit Facilities, Series E Tranche B Term Loans | Adjusted LIBO Rate floor | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.00% | 1.00% | 1.00% | |||||
Term loan | 2011 Select Credit Facilities, Series E Tranche B Term Loans | Alternate Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate margin (as a percent) | 4.00% | 3.00% | 1.75% | |||||
Term loan | 2011 Select Credit Facilities, Series F Tranche B Term Loans | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Aggregate principal amount | $ 625,000,000 | |||||||
Prepayment premium (as a percent) | 1.00% | |||||||
Principal payments, quarterly installments (as a percent) | 0.25% | |||||||
Term loan | 2011 Select Credit Facilities, Series F Tranche B Term Loans | Adjusted LIBO | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate margin (as a percent) | 5.00% | |||||||
Term loan | 2011 Select Credit Facilities, Series F Tranche B Term Loans | Adjusted LIBO Rate floor | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.00% | |||||||
Term loan | 2011 Select Credit Facilities, Series F Tranche B Term Loans | Alternate Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate margin (as a percent) | 4.00% |
Long-Term Debt and Notes Paya60
Long-Term Debt and Notes Payable - 2017 Select Credit Facilities (Details) | Mar. 06, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Long-term debt and notes payable | |||
Total principal | $ 2,744,080,000 | $ 2,747,856,000 | |
Select Excluding Concentra | |||
Long-term debt and notes payable | |||
Total principal | 2,118,252,000 | 2,100,439,000 | |
Select Excluding Concentra | Term loan | Credit facility | |||
Long-term debt and notes payable | |||
Total principal | 1,141,375,000 | 1,147,751,000 | |
Select Excluding Concentra | Revolving facility | Credit facility | |||
Long-term debt and notes payable | |||
Total principal | $ 230,000,000 | $ 220,000,000 | |
Select Excluding Concentra | 2017 Select Credit Facilities | Credit facility | |||
Long-term debt and notes payable | |||
Current borrowing capacity | $ 1,600,000,000 | ||
Percentage of net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation to be used for prepayment of debt | 100.00% | ||
Percentage of net proceeds received from the issuance of debt obligations other than certain permitted debt obligations to be used for prepayment of debt | 100.00% | ||
Percentage of capital stock of foreign subsidiaries | 65.00% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Credit facility | Leverage ratio greater than 4.50 to 1.00 | |||
Long-term debt and notes payable | |||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | ||
Leverage ratio of financial maintenance covenant | 4.50 | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Credit facility | Leverage ratio less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00 | |||
Long-term debt and notes payable | |||
Percentage of excess cash flow to be used for prepayment of debt | 25.00% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Credit facility | Leverage ratio less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00 | Maximum | |||
Long-term debt and notes payable | |||
Leverage ratio of financial maintenance covenant | 4.50 | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Credit facility | Leverage ratio less than or equal to 4.50 to 1.00 and greater than 4.00 to 1.00 | Minimum | |||
Long-term debt and notes payable | |||
Leverage ratio of financial maintenance covenant | 4 | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Credit facility | Leverage ratio less than 4.00 to 1.00 | |||
Long-term debt and notes payable | |||
Leverage ratio of financial maintenance covenant | 4 | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Term loan | Credit facility | |||
Long-term debt and notes payable | |||
Aggregate principal amount | $ 1,150,000,000 | ||
Debt instrument term (in years) | 7 years | ||
Amortization of term loan | 0.25% | ||
Total principal | $ 1,141,400,000 | ||
Unamortized discounts and debt issuance costs | $ 24,900,000 | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Term loan | Credit facility | Adjusted LIBO | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 3.50% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Term loan | Credit facility | Adjusted LIBO Rate floor | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 1.00% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Term loan | Credit facility | Alternate Base Rate | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 2.50% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Term loan | Credit facility | Alternate Base Rate floor | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 2.00% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | |||
Long-term debt and notes payable | |||
Current borrowing capacity | $ 450,000,000 | ||
Debt instrument term (in years) | 5 years | ||
Leverage ratio of financial maintenance covenant | 5.27 | ||
Commitment fee (as a percent) | 0.50% | ||
Total principal | $ 230,000,000 | ||
Remaining borrowing capacity | $ 181,400,000 | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | Leverage ratio less than 6.25 to 1.00 | Maximum | |||
Long-term debt and notes payable | |||
Leverage ratio of financial maintenance covenant | 6.25 | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | Future leverage ratio required less than 6.00 to 1.00 | Maximum | |||
Long-term debt and notes payable | |||
Leverage ratio of financial maintenance covenant | 6 | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | Adjusted LIBO | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 3.25% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | Adjusted LIBO | Maximum | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 3.25% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | Adjusted LIBO | Minimum | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 3.00% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | Alternate Base Rate | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 2.25% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | Alternate Base Rate | Maximum | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 2.25% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Revolving facility | Credit facility | Alternate Base Rate | Minimum | |||
Long-term debt and notes payable | |||
Interest rate margin (as a percent) | 2.00% | ||
Select Excluding Concentra | 2017 Select Credit Facilities | Letter of credit | Credit facility | |||
Long-term debt and notes payable | |||
Current borrowing capacity | $ 75,000,000 | ||
Outstanding letters of credit | $ 38,600,000 |
Long-Term Debt and Notes Paya61
Long-Term Debt and Notes Payable - Senior Notes (Details) - Select Excluding Concentra - Senior notes - USD ($) | Mar. 11, 2014 | Dec. 31, 2017 | Mar. 06, 2017 | Dec. 31, 2016 | May 28, 2013 |
Debt Instrument, Redemption, Period One | |||||
Long-term debt and notes payable | |||||
Redemption price | 103.188% | ||||
Debt Instrument, Redemption, Period Two | |||||
Long-term debt and notes payable | |||||
Redemption price | 101.594% | ||||
Debt Instrument, Redemption, Period Three | |||||
Long-term debt and notes payable | |||||
Redemption price | 100.00% | ||||
6.375% Senior Notes Due June 2021 | |||||
Long-term debt and notes payable | |||||
Aggregate principal amount | $ 600,000,000 | ||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | |
Percentage of principal amount at which notes may be required to be repurchased in event of change of control by the entity | 101.00% | ||||
Additional Notes | |||||
Long-term debt and notes payable | |||||
Aggregate principal amount | $ 110,000,000 | ||||
Interest rate of debt (as a percent) | 6.375% | ||||
Issue price (as a percent) | 101.50% | ||||
Gross proceeds | $ 111,700,000 |
Long-Term Debt and Notes Paya62
Long-Term Debt and Notes Payable - Concentra Credit Facilities and Fair Value (Details) - USD ($) | Mar. 01, 2017 | Sep. 26, 2016 | Jun. 01, 2015 | Dec. 31, 2017 | Mar. 06, 2017 | Dec. 31, 2016 | Dec. 11, 2015 | May 28, 2013 |
Long-term debt and notes payable | ||||||||
Total principal | $ 2,744,080,000 | $ 2,747,856,000 | ||||||
Concentra Inc | ||||||||
Long-term debt and notes payable | ||||||||
Total principal | 625,828,000 | 647,417,000 | ||||||
Concentra Inc | Credit facility | ||||||||
Long-term debt and notes payable | ||||||||
Maximum borrowing capacity | $ 500,000,000 | |||||||
Concentra Inc | Credit facility | Concentra Credit Agreement Amendment | ||||||||
Long-term debt and notes payable | ||||||||
Percentage of net cash proceeds received from non-ordinary course asset sales or other dispositions, or as a result of a casualty or condemnation to be used for prepayment of debt | 100.00% | |||||||
Percentage of net proceeds received from the issuance of debt obligations other than certain permitted debt obligations to be used for prepayment of debt | 100.00% | |||||||
Select Excluding Concentra | ||||||||
Long-term debt and notes payable | ||||||||
Total principal | 2,118,252,000 | 2,100,439,000 | ||||||
Select Excluding Concentra | Senior notes | 6.375% Senior Notes Due June 2021 | ||||||||
Long-term debt and notes payable | ||||||||
Aggregate principal amount | $ 600,000,000 | |||||||
Total principal | $ 710,000,000 | $ 710,000,000 | ||||||
Interest rate of debt (as a percent) | 6.375% | 6.375% | 6.375% | 6.375% | ||||
Leverage ratio greater than 4.25 to 1.00 | Concentra Inc | Credit facility | Concentra Credit Agreement Amendment | ||||||||
Long-term debt and notes payable | ||||||||
Percentage of excess cash flow to be used for prepayment of debt | 50.00% | |||||||
Leverage ratio of financial maintenance covenant | 4.25 | |||||||
Less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 | Concentra Inc | Credit facility | Concentra Credit Agreement Amendment | ||||||||
Long-term debt and notes payable | ||||||||
Percentage of excess cash flow to be used for prepayment of debt | 25.00% | |||||||
Less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 | Concentra Inc | Credit facility | Concentra Credit Agreement Amendment | Minimum | ||||||||
Long-term debt and notes payable | ||||||||
Leverage ratio of financial maintenance covenant | 3.75 | |||||||
Less than or equal to 4.25 to 1.00 and greater than 3.75 to 1.00 | Concentra Inc | Credit facility | Concentra Credit Agreement Amendment | Maximum | ||||||||
Long-term debt and notes payable | ||||||||
Leverage ratio of financial maintenance covenant | 4.25 | |||||||
Leverage ratio equal to 3.75 to 1.00 | Concentra Inc | Credit facility | Concentra Credit Agreement Amendment | ||||||||
Long-term debt and notes payable | ||||||||
Leverage ratio of financial maintenance covenant | 3.75 | |||||||
Term loan | Concentra Inc | Credit facility | ||||||||
Long-term debt and notes payable | ||||||||
Aggregate principal amount | $ 450,000,000 | |||||||
Debt instrument term (in years) | 7 years | |||||||
Total principal | $ 619,175,000 | $ 642,239,000 | ||||||
Unamortized discounts and debt issuance costs | 12,900,000 | |||||||
Principal prepayments from excess cash flow | $ 23,100,000 | |||||||
Term loan | Concentra Inc | Credit facility | Adjusted LIBO | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 3.00% | |||||||
Term loan | Concentra Inc | Credit facility | Adjusted LIBO Rate floor | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 1.00% | |||||||
Term loan | Concentra Inc | Credit facility | Alternate Base Rate | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 2.00% | |||||||
Term loan | Concentra Inc | Credit facility | Alternate Base Rate floor | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 2.00% | |||||||
Term loan | Concentra Inc | Credit facility | Second Lien Credit Agreement | ||||||||
Long-term debt and notes payable | ||||||||
Aggregate principal amount | $ 200,000,000 | |||||||
Debt instrument term (in years) | 8 years | |||||||
Term loan | Concentra Inc | Credit facility | Second Lien Credit Agreement | Adjusted LIBO | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 8.00% | |||||||
Term loan | Concentra Inc | Credit facility | Second Lien Credit Agreement | Adjusted LIBO Rate floor | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 1.00% | |||||||
Term loan | Concentra Inc | Credit facility | Second Lien Credit Agreement | Alternate Base Rate | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 7.00% | |||||||
Term loan | Concentra Inc | Credit facility | Second Lien Credit Agreement | Alternate Base Rate floor | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 2.00% | |||||||
Term loan | Concentra Inc | Credit facility | Concentra Credit Agreement Amendment | ||||||||
Long-term debt and notes payable | ||||||||
Aggregate principal amount | $ 200,000,000 | |||||||
Periodic payment in equal quarterly installments | $ 1,600,000 | |||||||
Term loan | Select Excluding Concentra | Credit facility | ||||||||
Long-term debt and notes payable | ||||||||
Total principal | 1,141,375,000 | 1,147,751,000 | ||||||
Revolving facility | Concentra Inc | Credit facility | ||||||||
Long-term debt and notes payable | ||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Debt instrument term (in years) | 5 years | |||||||
Remaining borrowing capacity | 43,400,000 | |||||||
Revolving facility | Concentra Inc | Credit facility | Adjusted LIBO | Minimum | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 2.75% | |||||||
Revolving facility | Concentra Inc | Credit facility | Adjusted LIBO | Maximum | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 3.00% | |||||||
Revolving facility | Concentra Inc | Credit facility | Alternate Base Rate | Minimum | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 1.75% | |||||||
Revolving facility | Concentra Inc | Credit facility | Alternate Base Rate | Maximum | ||||||||
Long-term debt and notes payable | ||||||||
Interest rate margin (as a percent) | 2.00% | |||||||
Revolving facility | Select Excluding Concentra | Credit facility | ||||||||
Long-term debt and notes payable | ||||||||
Maximum borrowing capacity | $ 450,000,000 | |||||||
Total principal | 230,000,000 | $ 220,000,000 | ||||||
Revolving facility | Leverage ratio equal to 5.75 to 1.00 | Concentra Inc | Credit facility | Concentra Credit Agreement Amendment | ||||||||
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% | |||||||
Letter of credit | Concentra Inc | Credit facility | ||||||||
Long-term debt and notes payable | ||||||||
Outstanding letters of credit | $ 6,600,000 |
Long-Term Debt and Notes Paya63
Long-Term Debt and Notes Payable - Loss on Early Retirement of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Long-term debt and notes payable | |||
Loss on early retirement of debt | $ (19,719) | $ (11,626) | $ 0 |
Term loan | Select Excluding Concentra | Credit facility | 2011 Select Credit Facilities | |||
Long-term debt and notes payable | |||
Loss on early retirement of debt | (6,500) | (800) | |
Loss on debt modification | $ (13,200) | ||
Term loan | Concentra Inc | Credit facility | Second Lien Credit Agreement | |||
Long-term debt and notes payable | |||
Loss on early retirement of debt | $ (10,900) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | |||
Issuance and vesting of restricted stock (in shares) | 1,598,000 | 1,426,000 | 1,385,000 |
Common stock issued through stock option exercise (in shares) | 226,845 | 202,000 | 183,000 |
Unvested restricted stock forfeitures (in shares) | 27,000 | 82,000 | 304,000 |
Stock repurchases for satisfaction of tax obligations (in shares) | 280,000 | 232,000 | 183,000 |
Maximum amount authorized to be repurchased under the common stock repurchase program | $ 500,000,000 | ||
Number of shares repurchased under the program (in shares) | 0 | 0 | 1,032,334 |
Repurchase of common shares | $ 13,600,000 | ||
Repurchase program available capacity | $ 185,200,000 |
Segment Information - Selected
Segment Information - Selected Financial Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment information | |||||||||||
Net revenue | $ 1,114,401 | $ 1,097,166 | $ 1,120,675 | $ 1,111,361 | $ 1,046,265 | $ 1,053,795 | $ 1,097,631 | $ 1,088,330 | $ 4,443,603 | $ 4,286,021 | $ 3,742,736 |
Adjusted EBITDA | 537,992 | 465,807 | 399,165 | ||||||||
Total assets | (5,127,166) | (4,920,626) | (5,127,166) | (4,920,626) | (4,388,678) | ||||||
Capital expenditures | 233,243 | 161,633 | 182,642 | ||||||||
Accounting Standards Update 2015-17 | Restatement Adjustment | |||||||||||
Segment information | |||||||||||
Total assets | 23,800 | 23,800 | |||||||||
Other | |||||||||||
Segment information | |||||||||||
Net revenue | 700 | 541 | 724 | ||||||||
Adjusted EBITDA | (94,822) | (88,543) | (74,979) | ||||||||
Total assets | (114,286) | (107,318) | (114,286) | (107,318) | (103,692) | ||||||
Capital expenditures | 30,413 | 15,262 | 12,089 | ||||||||
Long Term Acute Care | |||||||||||
Segment information | |||||||||||
Real estate assets held for sale | 9,800 | 24,400 | 9,800 | 24,400 | 2,700 | ||||||
Long Term Acute Care | Operating Segments | |||||||||||
Segment information | |||||||||||
Net revenue | 1,756,243 | 1,785,164 | 1,902,776 | ||||||||
Adjusted EBITDA | 252,679 | 224,609 | 258,223 | ||||||||
Total assets | (1,848,783) | (1,910,013) | (1,848,783) | (1,910,013) | (1,954,823) | ||||||
Capital expenditures | 49,720 | 48,626 | 39,784 | ||||||||
Inpatient Rehabilitation | Operating Segments | |||||||||||
Segment information | |||||||||||
Net revenue | 631,777 | 504,318 | 444,005 | ||||||||
Adjusted EBITDA | 90,041 | 56,902 | 69,400 | ||||||||
Total assets | (868,517) | (621,105) | (868,517) | (621,105) | (470,290) | ||||||
Capital expenditures | 96,477 | 60,513 | 86,230 | ||||||||
Outpatient Rehabilitation | Operating Segments | |||||||||||
Segment information | |||||||||||
Net revenue | 1,020,848 | 995,374 | 810,009 | ||||||||
Adjusted EBITDA | 132,533 | 129,830 | 98,220 | ||||||||
Total assets | (954,661) | (969,014) | (954,661) | (969,014) | (548,242) | ||||||
Capital expenditures | 27,721 | 21,286 | 17,768 | ||||||||
Concentra | Operating Segments | |||||||||||
Segment information | |||||||||||
Net revenue | 1,034,035 | 1,000,624 | 585,222 | ||||||||
Adjusted EBITDA | 157,561 | 143,009 | 48,301 | ||||||||
Total assets | $ (1,340,919) | $ (1,313,176) | (1,340,919) | (1,313,176) | (1,311,631) | ||||||
Capital expenditures | $ 28,912 | $ 15,946 | $ 26,771 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment information | |||||||||||
Adjusted EBITDA | $ 537,992 | $ 465,807 | $ 399,165 | ||||||||
Depreciation and amortization | (160,011) | (145,311) | (104,981) | ||||||||
Stock compensation expense | (19,284) | (17,413) | (14,679) | ||||||||
Income from operations | $ 76,352 | $ 72,098 | $ 115,663 | $ 91,765 | $ 55,745 | $ 56,162 | $ 101,054 | $ 86,886 | 355,878 | 299,847 | 274,790 |
Loss on early retirement of debt | (19,719) | (11,626) | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,054 | 19,943 | 16,811 | ||||||||
Non-operating gain (loss) | (49) | 42,651 | 29,647 | ||||||||
Interest income (expense) | (154,703) | (170,081) | (112,816) | ||||||||
Income before income taxes | 202,461 | 180,734 | 208,432 | ||||||||
Operating Segments | Long Term Acute Care | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 252,679 | 224,609 | 258,223 | ||||||||
Depreciation and amortization | (45,743) | (43,862) | (45,234) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Acquisition costs | 0 | 0 | 0 | ||||||||
Income from operations | 206,936 | 180,747 | 212,989 | ||||||||
Operating Segments | Inpatient Rehabilitation | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 90,041 | 56,902 | 69,400 | ||||||||
Depreciation and amortization | (20,176) | (12,723) | (8,758) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Acquisition costs | 0 | 0 | 0 | ||||||||
Income from operations | 69,865 | 44,179 | 60,642 | ||||||||
Operating Segments | Outpatient Rehabilitation | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 132,533 | 129,830 | 98,220 | ||||||||
Depreciation and amortization | (24,607) | (22,661) | (13,053) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
Acquisition costs | 0 | 0 | 0 | ||||||||
Income from operations | 107,926 | 107,169 | 85,167 | ||||||||
Operating Segments | Concentra | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 157,561 | 143,009 | 48,301 | ||||||||
Depreciation and amortization | (61,945) | (60,717) | (33,644) | ||||||||
Stock compensation expense | (993) | (770) | (1,016) | ||||||||
Acquisition costs | (2,819) | 0 | (4,715) | ||||||||
Income from operations | 91,804 | 81,522 | 8,926 | ||||||||
Other | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | (94,822) | (88,543) | (74,979) | ||||||||
Depreciation and amortization | (7,540) | (5,348) | (4,292) | ||||||||
Stock compensation expense | (18,291) | (16,643) | (13,663) | ||||||||
Acquisition costs | 0 | (3,236) | 0 | ||||||||
Income from operations | $ (120,653) | $ (113,770) | $ (92,934) |
Stock-based Compensation (Narra
Stock-based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 12, 2009 | |
Stock based Compensation | ||||
Number of options outstanding (in shares) | 291,775 | 529,720 | ||
Number of options exercisable (in shares) | 291,775 | 529,720 | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 9.26 | $ 9.09 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 9.26 | $ 9.09 | ||
Weighted average remaining contractual term for all options outstanding | 1 year 9 months 18 days | |||
Weighted average remaining contractual term for all exercisable options | 1 year 9 months 18 days | |||
Exercise of stock options (in shares) | 226,845 | 202,000 | 183,000 | |
Exercise of stock options, weighted average exercise price (in dollars per share) | $ 8.89 | |||
Stock options canceled (in shares) | 11,100 | |||
Stock options canceled, weighted average exercise price (in dollars per share) | $ 8.51 | |||
Total intrinsic value of options exercised (in dollars) | $ 1.6 | $ 0.8 | $ 1 | |
Aggregate intrinsic value of options outstanding (in dollars) | 2.4 | |||
Aggregate intrinsic value of options exercisable (in dollars) | $ 2.4 | |||
Restricted stock awards | ||||
Stock based Compensation | ||||
Weighted average grant date fair value of granted shares (in dollars per share) | $ 15.84 | $ 11.57 | $ 13.94 | |
Weighted average grant date fair value of vested shares | $ 17.1 | $ 8.4 | $ 9 | |
2016 Equity Incentive Plan | Restricted stock and stock option | ||||
Stock based Compensation | ||||
Number of shares authorized (in shares) | 7,529,200 | |||
Number of shares authorized, remaining (in shares) | 4,505,801 | |||
Director Plan | Employee stock option | ||||
Stock based Compensation | ||||
Number of shares authorized (in shares) | 75,000 | |||
Director Plan | Restricted stock awards | ||||
Stock based Compensation | ||||
Number of shares authorized (in shares) | 150,000 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Transactions (Details) - Restricted stock awards - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | |||
Unvested balance, at beginning of the year (in shares) | 4,201 | ||
Granted (in shares) | 1,598 | ||
Vested (in shares) | (1,304) | ||
Forfeited (in shares) | (27) | ||
Unvested balance, at end of the year (in shares) | 4,468 | 4,201 | |
Weighted Average Grant Date Fair Value | |||
Unvested balance, at beginning of the year (in dollars per share) | $ 12.86 | ||
Granted (in dollars per share) | 15.84 | $ 11.57 | $ 13.94 |
Vested (in dollars per share) | 13.09 | ||
Forfeited (in dollars per share) | 14.44 | ||
Unvested balance, at end of the year (in dollars per share) | $ 13.85 | $ 12.86 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock based Compensation | |||
Total | $ 19,284 | $ 17,413 | $ 14,679 |
Stock compensation expense for each of the next five years, based on restricted stock awards granted | |||
2,018 | 17,547 | ||
2,019 | 11,946 | ||
2,020 | 6,315 | ||
2,021 | 1,472 | ||
2,022 | 6 | ||
Included in general and administrative | |||
Stock based Compensation | |||
Total | 15,706 | 14,607 | 11,633 |
Included in cost of services | |||
Stock based Compensation | |||
Total | $ 3,578 | $ 2,806 | $ 3,046 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax expense: | |||
Federal | $ 45,809 | $ 54,726 | $ 63,626 |
State and local | 8,331 | 13,329 | 10,868 |
Total current income tax expense | 54,140 | 68,055 | 74,494 |
Deferred income tax expense (benefit) | (72,324) | (12,591) | (2,058) |
Total income tax expense (benefit) | $ (18,184) | $ 55,464 | $ 72,436 |
Differences between the expected income tax expense and income taxes computed at the federal statutory rate | |||
Federal income tax at statutory rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, less federal income tax benefit | 3.70% | 3.60% | 4.00% |
Permanent differences | 1.70% | 1.40% | 1.40% |
Tax benefit from the sale of businesses | 0.00% | (6.70%) | 0.00% |
Valuation allowance | (7.30%) | 0.20% | (0.90%) |
Uncertain tax positions | (0.60%) | (1.30%) | (2.30%) |
Non-controlling interest | 0.50% | (0.50%) | (2.00%) |
Stock-based compensation | (1.30%) | (0.70%) | 0.00% |
Deferred income taxes - state income tax rate adjustment | (2.80%) | 0.00% | 0.00% |
Deferred income taxes - tax legislation rate adjustment | (37.50%) | 0.00% | 0.00% |
Other | (0.40%) | (0.30%) | (0.40%) |
Total effective income tax rate | (9.00%) | 30.70% | 34.80% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred tax assets | ||
Allowance for doubtful accounts | $ 8,792 | $ 10,735 |
Compensation and benefit-related accruals | 50,936 | 70,199 |
Professional malpractice liability insurance | 11,036 | 19,763 |
Deferred revenue | 319 | 746 |
Net operating loss carryforwards | 36,112 | 39,481 |
Stock options | 6,591 | 9,533 |
Equity investments | 1,452 | 1,567 |
Uncertain tax positions | 503 | 499 |
Other | 3,040 | 3,496 |
Deferred tax assets | 118,781 | 156,019 |
Valuation allowance | (12,986) | (26,421) |
Deferred tax assets, net of valuation allowance | 105,795 | 129,598 |
Deferred tax liabilities | ||
Deferred income | (19,608) | (26,068) |
Investment in unconsolidated affiliates | (4,457) | (3,885) |
Depreciation and amortization | (179,055) | (271,914) |
Deferred financing costs | (4,528) | 0 |
Other | (3,673) | (5,413) |
Deferred tax liabilities | (211,321) | (307,280) |
Deferred tax liabilities, net of deferred tax assets | (105,526) | (177,682) |
Additional information related to valuation allowance | ||
Other assets | 19,391 | 21,396 |
Non-current deferred tax liability | (124,917) | $ (199,078) |
Valuation allowance increase (release) | (13,400) | |
Valuation allowance release, federal net operating losses | 14,100 | |
Valuation allowance release, expired state net operating losses | 200 | |
Valuation allowance increase, newly generated state net operating losses | $ 900 | |
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 and Local Jurisdiction $ in Thousands | Dec. 31, 2017USD ($) |
Net operating loss carry forwards | |
Net operating losses | $ 596,700 |
State Net Operating Losses | |
2,018 | 1,812 |
2,019 | 9,770 |
2,020 | 10,483 |
2,021 | 12,269 |
Thereafter through 2036 | 562,326 |
Gross Valuation Allowance | |
2,018 | 1,081 |
2,019 | 8,788 |
2,020 | 8,333 |
2,021 | 6,817 |
Thereafter through 2036 | $ 426,138 |
Income Taxes - Reserves for Unc
Income Taxes - Reserves for Uncertain Tax Positions (Details) $ in Millions | Dec. 31, 2017USD ($)tax_return | Dec. 31, 2016USD ($) |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits, if fully recognized, would affect effective income tax rate | $ | $ 2.8 | $ 3.8 |
State and Local Jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Number of tax returns currently under examination | tax_return | 1 |
Retirement Savings Plan (Detail
Retirement Savings Plan (Details) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement savings plan | ||||
Employer matching contribution, percent of match | 25.00% | |||
Vesting period | 3 years | |||
Expense incurred | $ 15.2 | $ 14.7 | $ 10 | |
Concentra | ||||
Retirement savings plan | ||||
Expense incurred | $ 8.8 | |||
Maximum | ||||
Retirement savings plan | ||||
Percent of employee's gross pay that is matched by the employer | 6.00% | |||
Employees who are not classified as HCE's | ||||
Retirement savings plan | ||||
Maximum annual contribution per employee (as a percent) | 30.00% | |||
HCE | ||||
Retirement savings plan | ||||
Maximum annual contribution per employee (as a percent) | 7.00% |
Income per Share (Details)
Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||||||||||
Contractual dividends | $ 0 | $ 0 | $ 0 | ||||||||
Numerator: | |||||||||||
Net income attributable to Select Medical Holdings Corporation | $ 100,797,000 | $ 18,462,000 | $ 42,055,000 | $ 15,870,000 | $ 20,172,000 | $ 6,471,000 | $ 33,935,000 | $ 54,833,000 | 177,184,000 | 115,411,000 | 130,736,000 |
Less: Earnings allocated to unvested restricted stockholders | 5,758,000 | 3,521,000 | 3,830,000 | ||||||||
Net income available to common stockholders | $ 171,426,000 | $ 111,890,000 | $ 126,906,000 | ||||||||
Denominator: | |||||||||||
Weighted average shares - basic (in shares) | 128,955 | 127,813 | 127,478 | ||||||||
Effect of dilutive securities: | |||||||||||
Stock options (in shares) | 171 | 155 | 274 | ||||||||
Weighted average shares - diluted (in shares) | 129,126 | 127,968 | 127,752 | ||||||||
Income per common share: | |||||||||||
Basic income per common share (in dollars per share) | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 0.15 | $ 0.05 | $ 0.26 | $ 0.42 | $ 1.33 | $ 0.88 | $ 1 |
Diluted income per common share (in dollars per share) | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 0.15 | $ 0.05 | $ 0.26 | $ 0.42 | $ 1.33 | $ 0.87 | $ 0.99 |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Construction Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Minimum future non-cancelable lease obligations on long-term operating leases | |||
2,018 | $ 224,359 | ||
2,019 | 191,120 | ||
2,020 | 156,494 | ||
2,021 | 121,881 | ||
2,022 | 91,351 | ||
Thereafter | 424,640 | ||
Total | 1,209,845 | ||
Total rent expense for facility and equipment operating leases | 267,400 | $ 265,100 | $ 214,900 |
Facility rent expense to unrelated parties | 224,200 | 220,800 | 165,300 |
Related party | |||
Minimum future non-cancelable lease obligations on long-term operating leases | |||
2,018 | 5,667 | ||
2,019 | 5,811 | ||
2,020 | 5,958 | ||
2,021 | 6,086 | ||
2,022 | 5,981 | ||
Thereafter | 4,559 | ||
Total | 34,062 | ||
Payments for office rent, leasehold improvements and miscellaneous expenses | 6,200 | $ 5,000 | $ 4,700 |
Construction Commitments | |||
Construction Commitments | |||
Construction contract commitments | $ 38,600 |
Commitments and Contingencies77
Commitments and Contingencies - Litigation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)case_manager | |
Amended complaint | SSH-Evansville | |
Commitments and Contingencies | |
Number of case managers identified as plaintiff | case_manager | 2 |
Professional liability claims | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | $ 35 |
Joint Venture Operations [Member] | Minimum | Professional liability claims | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | 5 |
Joint Venture Operations [Member] | Maximum | Professional liability claims | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | $ 20 |
Financial Information for Sub78
Financial Information for Subsidiary Guarantors and Non-Guarantor Subsidiaries under Select's 6.375% Senior Notes (Details) | Dec. 31, 2017 |
Senior notes | Subsidiary Guarantors | |
Financial information for subsidiary guarantors and non-guarantor subsidiaries under select's 6.375% senior notes | |
Interest rate of debt (as a percent) | 6.375% |
Financial Information for Sub79
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||||
Cash and cash equivalents | $ 122,549 | $ 99,029 | $ 14,435 | $ 3,354 |
Accounts receivable, net | 691,732 | 573,752 | ||
Prepaid income taxes | 31,387 | 12,423 | ||
Other current assets | 75,158 | 77,699 | ||
Total Current Assets | 920,826 | 762,903 | ||
Property and equipment, net | 912,591 | 892,217 | ||
Goodwill | 2,782,812 | 2,751,000 | 2,314,624 | |
Identifiable intangible assets, net | 326,519 | 340,562 | ||
Other assets | 184,418 | 173,944 | ||
Total Assets | 5,127,166 | 4,920,626 | 4,388,678 | |
Current Liabilities: | ||||
Overdrafts | 29,463 | 39,362 | ||
Current portion of long-term debt and notes payable | 22,187 | 13,656 | ||
Accounts payable | 128,194 | 126,558 | ||
Accrued payroll | 160,562 | 146,397 | ||
Accrued vacation | 92,875 | 83,261 | ||
Accrued interest | 19,885 | 22,325 | ||
Accrued other | 143,166 | 140,076 | ||
Income taxes payable | 9,071 | 0 | ||
Total Current Liabilities | 605,403 | 571,635 | ||
Long-term debt, net of current portion | 2,677,715 | 2,685,333 | ||
Non-current deferred tax liability | 124,917 | 199,078 | ||
Other non-current liabilities | 145,709 | 136,520 | ||
Total Liabilities | 3,553,744 | 3,592,566 | ||
Redeemable non-controlling interests | 640,818 | 422,159 | 238,221 | 10,985 |
Stockholder’s Equity: | ||||
Common stock | 134 | 132 | ||
Capital in excess of par | 463,499 | 443,908 | ||
Retained earnings (accumulated deficit) | 359,735 | 371,685 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 823,368 | 815,725 | ||
Non-controlling interests | 109,236 | 90,176 | ||
Total Equity | 932,604 | 905,901 | 908,517 | 775,240 |
Total Liabilities and Equity | 5,127,166 | 4,920,626 | ||
Eliminations | ||||
Current Assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | (1,658,682) | (1,599,538) | ||
Prepaid income taxes | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total Current Assets | (1,658,682) | (1,599,538) | ||
Property and equipment, net | 0 | 0 | ||
Investment in affiliates | (4,650,184) | (4,582,972) | ||
Goodwill | 0 | 0 | ||
Identifiable intangible assets, net | 0 | 0 | ||
Other assets | (9,989) | (26,684) | ||
Total Assets | (6,318,855) | (6,209,194) | ||
Current Liabilities: | ||||
Overdrafts | 0 | 0 | ||
Current portion of long-term debt and notes payable | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Intercompany payables | (1,658,682) | (1,599,538) | ||
Accrued payroll | 0 | 0 | ||
Accrued vacation | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued other | 0 | 0 | ||
Income taxes payable | 0 | |||
Total Current Liabilities | (1,658,682) | (1,599,538) | ||
Long-term debt, net of current portion | 0 | 0 | ||
Non-current deferred tax liability | (9,989) | (26,684) | ||
Other non-current liabilities | 0 | 0 | ||
Total Liabilities | (1,668,671) | (1,626,222) | ||
Redeemable non-controlling interests | 624,548 | 406,666 | ||
Stockholder’s Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 0 | 0 | ||
Retained earnings (accumulated deficit) | (1,447,236) | (1,238,906) | ||
Subsidiary investment | (3,932,822) | (3,837,559) | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | (5,380,058) | (5,076,465) | ||
Non-controlling interests | 105,326 | 86,827 | ||
Total Equity | (5,274,732) | (4,989,638) | ||
Total Liabilities and Equity | (6,318,855) | (6,209,194) | ||
Select (Parent Company Only) | Reportable legal entities | ||||
Current Assets: | ||||
Cash and cash equivalents | 73 | 11,071 | 4,070 | 70 |
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid income taxes | 22,704 | 6,658 | ||
Other current assets | 13,021 | 11,953 | ||
Total Current Assets | 35,798 | 29,682 | ||
Property and equipment, net | 39,836 | 48,697 | ||
Investment in affiliates | 4,521,865 | 4,493,684 | ||
Goodwill | 0 | 0 | ||
Identifiable intangible assets, net | 0 | 0 | ||
Other assets | 36,494 | 45,636 | ||
Total Assets | 4,633,993 | 4,617,699 | ||
Current Liabilities: | ||||
Overdrafts | 29,463 | 39,362 | ||
Current portion of long-term debt and notes payable | 16,635 | 7,227 | ||
Accounts payable | 12,504 | 10,775 | ||
Intercompany payables | 1,595,692 | 1,573,960 | ||
Accrued payroll | 16,736 | 16,963 | ||
Accrued vacation | 4,083 | 3,440 | ||
Accrued interest | 17,479 | 20,114 | ||
Accrued other | 39,219 | 39,155 | ||
Income taxes payable | 0 | |||
Total Current Liabilities | 1,731,811 | 1,710,996 | ||
Long-term debt, net of current portion | 2,042,555 | 2,048,154 | ||
Non-current deferred tax liability | 0 | 0 | ||
Other non-current liabilities | 36,259 | 42,824 | ||
Total Liabilities | 3,810,625 | 3,801,974 | ||
Redeemable non-controlling interests | 0 | 0 | ||
Stockholder’s Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 947,370 | 925,111 | ||
Retained earnings (accumulated deficit) | (124,002) | (109,386) | ||
Subsidiary investment | 0 | 0 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 823,368 | 815,725 | ||
Non-controlling interests | 0 | 0 | ||
Total Equity | 823,368 | 815,725 | ||
Total Liabilities and Equity | 4,633,993 | 4,617,699 | ||
Subsidiary Guarantors | Reportable legal entities | ||||
Current Assets: | ||||
Cash and cash equivalents | 4,856 | 6,467 | 3,706 | 2,454 |
Accounts receivable, net | 445,942 | 363,470 | ||
Intercompany receivables | 1,595,692 | 1,573,960 | ||
Prepaid income taxes | 5,703 | 0 | ||
Other current assets | 29,547 | 33,958 | ||
Total Current Assets | 2,081,740 | 1,977,855 | ||
Property and equipment, net | 622,445 | 603,408 | ||
Investment in affiliates | 128,319 | 89,288 | ||
Goodwill | 2,108,270 | 2,090,963 | ||
Identifiable intangible assets, net | 103,913 | 106,439 | ||
Other assets | 98,492 | 84,803 | ||
Total Assets | 5,143,179 | 4,952,756 | ||
Current Liabilities: | ||||
Overdrafts | 0 | 0 | ||
Current portion of long-term debt and notes payable | 740 | 445 | ||
Accounts payable | 85,096 | 78,608 | ||
Intercompany payables | 62,990 | 25,578 | ||
Accrued payroll | 98,834 | 92,216 | ||
Accrued vacation | 58,043 | 55,486 | ||
Accrued interest | 7 | 0 | ||
Accrued other | 57,121 | 62,384 | ||
Income taxes payable | 1,190 | |||
Total Current Liabilities | 364,021 | 314,717 | ||
Long-term debt, net of current portion | 127 | 601 | ||
Non-current deferred tax liability | 88,376 | 133,852 | ||
Other non-current liabilities | 56,718 | 53,537 | ||
Total Liabilities | 509,242 | 502,707 | ||
Redeemable non-controlling interests | 0 | 0 | ||
Stockholder’s Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 0 | 0 | ||
Retained earnings (accumulated deficit) | 1,415,978 | 1,269,009 | ||
Subsidiary investment | 3,217,959 | 3,181,040 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 4,633,937 | 4,450,049 | ||
Non-controlling interests | 0 | 0 | ||
Total Equity | 4,633,937 | 4,450,049 | ||
Total Liabilities and Equity | 5,143,179 | 4,952,756 | ||
Non-Guarantor Subsidiaries | Reportable legal entities | ||||
Current Assets: | ||||
Cash and cash equivalents | 4,561 | 5,056 | 625 | 830 |
Accounts receivable, net | 126,279 | 97,770 | ||
Intercompany receivables | 62,990 | 25,578 | ||
Prepaid income taxes | 31 | 0 | ||
Other current assets | 13,693 | 10,269 | ||
Total Current Assets | 207,554 | 138,673 | ||
Property and equipment, net | 79,653 | 50,869 | ||
Investment in affiliates | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Identifiable intangible assets, net | 5,200 | 2,693 | ||
Other assets | 35,523 | 53,954 | ||
Total Assets | 327,930 | 246,189 | ||
Current Liabilities: | ||||
Overdrafts | 0 | 0 | ||
Current portion of long-term debt and notes payable | 2,212 | 1,324 | ||
Accounts payable | 17,868 | 22,397 | ||
Intercompany payables | 0 | 0 | ||
Accrued payroll | 4,872 | 4,246 | ||
Accrued vacation | 12,607 | 10,668 | ||
Accrued interest | 6 | 0 | ||
Accrued other | 12,856 | 4,639 | ||
Income taxes payable | 142 | |||
Total Current Liabilities | 50,563 | 43,274 | ||
Long-term debt, net of current portion | 24,730 | 9,685 | ||
Non-current deferred tax liability | 780 | 596 | ||
Other non-current liabilities | 8,141 | 5,727 | ||
Total Liabilities | 84,214 | 59,282 | ||
Redeemable non-controlling interests | 0 | 0 | ||
Stockholder’s Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 0 | 0 | ||
Retained earnings (accumulated deficit) | (33,368) | (32,826) | ||
Subsidiary investment | 277,084 | 219,733 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 243,716 | 186,907 | ||
Non-controlling interests | 0 | 0 | ||
Total Equity | 243,716 | 186,907 | ||
Total Liabilities and Equity | 327,930 | 246,189 | ||
Non-Guarantor Concentra | Reportable legal entities | ||||
Current Assets: | ||||
Cash and cash equivalents | 113,059 | 76,435 | 6,034 | 0 |
Accounts receivable, net | 119,511 | 112,512 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid income taxes | 2,949 | 5,765 | ||
Other current assets | 18,897 | 21,519 | ||
Total Current Assets | 254,416 | 216,231 | ||
Property and equipment, net | 170,657 | 189,243 | ||
Investment in affiliates | 0 | 0 | ||
Goodwill | 674,542 | 660,037 | ||
Identifiable intangible assets, net | 217,406 | 231,430 | ||
Other assets | 23,898 | 16,235 | ||
Total Assets | 1,340,919 | 1,313,176 | ||
Current Liabilities: | ||||
Overdrafts | 0 | 0 | ||
Current portion of long-term debt and notes payable | 2,600 | 4,660 | ||
Accounts payable | 12,726 | 14,778 | ||
Intercompany payables | 0 | 0 | ||
Accrued payroll | 40,120 | 32,972 | ||
Accrued vacation | 18,142 | 13,667 | ||
Accrued interest | 2,393 | 2,211 | ||
Accrued other | 33,970 | 33,898 | ||
Income taxes payable | 7,739 | |||
Total Current Liabilities | 117,690 | 102,186 | ||
Long-term debt, net of current portion | 610,303 | 626,893 | ||
Non-current deferred tax liability | 45,750 | 91,314 | ||
Other non-current liabilities | 44,591 | 34,432 | ||
Total Liabilities | 818,334 | 854,825 | ||
Redeemable non-controlling interests | 16,270 | 15,493 | ||
Stockholder’s Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 0 | 0 | ||
Retained earnings (accumulated deficit) | 64,626 | 2,723 | ||
Subsidiary investment | 437,779 | 436,786 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 502,405 | 439,509 | ||
Non-controlling interests | 3,910 | 3,349 | ||
Total Equity | 506,315 | 442,858 | ||
Total Liabilities and Equity | 1,340,919 | 1,313,176 | ||
Select | ||||
Current Assets: | ||||
Cash and cash equivalents | 122,549 | 99,029 | 14,435 | 3,354 |
Accounts receivable, net | 691,732 | 573,752 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid income taxes | 31,387 | 12,423 | ||
Other current assets | 75,158 | 77,699 | ||
Total Current Assets | 920,826 | 762,903 | ||
Property and equipment, net | 912,591 | 892,217 | ||
Investment in affiliates | 0 | 0 | ||
Goodwill | 2,782,812 | 2,751,000 | ||
Identifiable intangible assets, net | 326,519 | 340,562 | ||
Other assets | 184,418 | 173,944 | ||
Total Assets | 5,127,166 | 4,920,626 | ||
Current Liabilities: | ||||
Overdrafts | 29,463 | 39,362 | ||
Current portion of long-term debt and notes payable | 22,187 | 13,656 | ||
Accounts payable | 128,194 | 126,558 | ||
Intercompany payables | 0 | 0 | ||
Accrued payroll | 160,562 | 146,397 | ||
Accrued vacation | 92,875 | 83,261 | ||
Accrued interest | 19,885 | 22,325 | ||
Accrued other | 143,166 | 140,076 | ||
Income taxes payable | 9,071 | |||
Total Current Liabilities | 605,403 | 571,635 | ||
Long-term debt, net of current portion | 2,677,715 | 2,685,333 | ||
Non-current deferred tax liability | 124,917 | 199,078 | ||
Other non-current liabilities | 145,709 | 136,520 | ||
Total Liabilities | 3,553,744 | 3,592,566 | ||
Redeemable non-controlling interests | 640,818 | 422,159 | 238,221 | 10,985 |
Stockholder’s Equity: | ||||
Common stock | 0 | 0 | ||
Capital in excess of par | 947,370 | 925,111 | ||
Retained earnings (accumulated deficit) | (124,002) | (109,386) | ||
Subsidiary investment | 0 | 0 | ||
Total Select Medical Holdings Corporation and Select Medical Corporation Stockholders’ Equity | 823,368 | 815,725 | ||
Non-controlling interests | 109,236 | 90,176 | ||
Total Equity | 932,604 | 905,901 | $ 908,517 | $ 775,240 |
Total Liabilities and Equity | $ 5,127,166 | $ 4,920,626 |
Financial Information for Sub80
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements | |||||||||||
Net operating revenues | $ 1,114,401 | $ 1,097,166 | $ 1,120,675 | $ 1,111,361 | $ 1,046,265 | $ 1,053,795 | $ 1,097,631 | $ 1,088,330 | $ 4,443,603 | $ 4,286,021 | $ 3,742,736 |
Costs and expenses: | |||||||||||
Cost of services | 3,734,176 | 3,664,843 | 3,211,541 | ||||||||
General and administrative | 114,047 | 106,927 | 92,052 | ||||||||
Bad debt expense | 79,491 | 69,093 | 59,372 | ||||||||
Depreciation and amortization | 160,011 | 145,311 | 104,981 | ||||||||
Total costs and expenses | 4,087,725 | 3,986,174 | 3,467,946 | ||||||||
Income from operations | 76,352 | 72,098 | 115,663 | 91,765 | 55,745 | 56,162 | 101,054 | 86,886 | 355,878 | 299,847 | 274,790 |
Other income and expense: | |||||||||||
Loss on early retirement of debt | (19,719) | (11,626) | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,054 | 19,943 | 16,811 | ||||||||
Non-operating gain (loss) | (49) | 42,651 | 29,647 | ||||||||
Interest income (expense) | (154,703) | (170,081) | (112,816) | ||||||||
Income before income taxes | 202,461 | 180,734 | 208,432 | ||||||||
Income tax expense (benefit) | (18,184) | 55,464 | 72,436 | ||||||||
Net income | 220,645 | 125,270 | 135,996 | ||||||||
Less: Net income attributable to non-controlling interests | 43,461 | 9,859 | 5,260 | ||||||||
Net income attributable to Select Medical Holdings Corporation | $ 100,797 | $ 18,462 | $ 42,055 | $ 15,870 | $ 20,172 | $ 6,471 | $ 33,935 | $ 54,833 | 177,184 | 115,411 | 130,736 |
Eliminations | |||||||||||
Condensed Financial Statements | |||||||||||
Net operating revenues | 0 | 0 | 0 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 0 | 0 | 0 | ||||||||
General and administrative | 0 | 0 | 0 | ||||||||
Bad debt expense | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total costs and expenses | 0 | 0 | 0 | ||||||||
Income from operations | 0 | 0 | 0 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | 0 | 0 | 0 | ||||||||
Intercompany management fees | 0 | 0 | 0 | ||||||||
Loss on early retirement of debt | 0 | 0 | |||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Non-operating gain (loss) | 0 | 0 | 0 | ||||||||
Interest income (expense) | 0 | 0 | 0 | ||||||||
Income before income taxes | 0 | 0 | 0 | ||||||||
Income tax expense (benefit) | 0 | 0 | 0 | ||||||||
Equity in earnings of consolidated subsidiaries | (193,209) | (105,506) | (140,046) | ||||||||
Net income | (193,209) | (105,506) | (140,046) | ||||||||
Less: Net income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Net income attributable to Select Medical Holdings Corporation | (193,209) | (105,506) | (140,046) | ||||||||
Select (Parent Company Only) | Reportable legal entities | |||||||||||
Condensed Financial Statements | |||||||||||
Net operating revenues | 700 | 541 | 724 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 2,585 | 2,037 | 2,029 | ||||||||
General and administrative | 111,069 | 106,864 | 88,227 | ||||||||
Bad debt expense | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 7,540 | 5,348 | 4,292 | ||||||||
Total costs and expenses | 121,194 | 114,249 | 94,548 | ||||||||
Income from operations | (120,494) | (113,708) | (93,824) | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | 32,828 | 31,083 | 29,393 | ||||||||
Intercompany management fees | 220,601 | 168,915 | 143,939 | ||||||||
Loss on early retirement of debt | (19,719) | (773) | |||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Non-operating gain (loss) | 0 | 33,932 | 0 | ||||||||
Interest income (expense) | (124,406) | (132,066) | (89,160) | ||||||||
Income before income taxes | (11,190) | (12,617) | (9,652) | ||||||||
Income tax expense (benefit) | (8,753) | (14,461) | (7,869) | ||||||||
Equity in earnings of consolidated subsidiaries | 179,621 | 113,567 | 132,519 | ||||||||
Net income | 177,184 | 115,411 | 130,736 | ||||||||
Less: Net income attributable to non-controlling interests | 0 | 0 | 0 | ||||||||
Net income attributable to Select Medical Holdings Corporation | 177,184 | 115,411 | 130,736 | ||||||||
Subsidiary Guarantors | Reportable legal entities | |||||||||||
Condensed Financial Statements | |||||||||||
Net operating revenues | 2,711,321 | 2,752,676 | 2,691,851 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 2,283,360 | 2,346,487 | 2,280,986 | ||||||||
General and administrative | 159 | 63 | (890) | ||||||||
Bad debt expense | 44,080 | 41,737 | 40,708 | ||||||||
Depreciation and amortization | 76,268 | 67,932 | 56,957 | ||||||||
Total costs and expenses | 2,403,867 | 2,456,219 | 2,377,761 | ||||||||
Income from operations | 307,454 | 296,457 | 314,090 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | (17,864) | (16,998) | (23,274) | ||||||||
Intercompany management fees | (180,697) | (140,347) | (120,356) | ||||||||
Loss on early retirement of debt | 0 | 0 | |||||||||
Equity in earnings of unconsolidated subsidiaries | 20,973 | 19,838 | 16,719 | ||||||||
Non-operating gain (loss) | (49) | 8,719 | 29,647 | ||||||||
Interest income (expense) | 381 | 382 | 408 | ||||||||
Income before income taxes | 130,198 | 168,051 | 217,234 | ||||||||
Income tax expense (benefit) | (3,178) | 54,047 | 85,949 | ||||||||
Equity in earnings of consolidated subsidiaries | 13,588 | (8,061) | 7,527 | ||||||||
Net income | 146,964 | 105,943 | 138,812 | ||||||||
Less: Net income attributable to non-controlling interests | 0 | 28 | 245 | ||||||||
Net income attributable to Select Medical Holdings Corporation | 146,964 | 105,915 | 138,567 | ||||||||
Non-Guarantor Subsidiaries | Reportable legal entities | |||||||||||
Condensed Financial Statements | |||||||||||
Net operating revenues | 697,547 | 532,180 | 464,939 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 591,641 | 476,084 | 400,179 | ||||||||
General and administrative | 0 | 0 | 0 | ||||||||
Bad debt expense | 14,534 | 9,206 | 9,073 | ||||||||
Depreciation and amortization | 14,258 | 11,314 | 10,088 | ||||||||
Total costs and expenses | 620,433 | 496,604 | 419,340 | ||||||||
Income from operations | 77,114 | 35,576 | 45,599 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | (14,964) | (14,085) | (6,119) | ||||||||
Intercompany management fees | (39,904) | (28,568) | (23,583) | ||||||||
Loss on early retirement of debt | 0 | 0 | |||||||||
Equity in earnings of unconsolidated subsidiaries | 81 | 105 | 92 | ||||||||
Non-operating gain (loss) | 0 | 0 | 0 | ||||||||
Interest income (expense) | (170) | (101) | (2) | ||||||||
Income before income taxes | 22,157 | (7,073) | 15,987 | ||||||||
Income tax expense (benefit) | 1,186 | 3,166 | (512) | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Net income | 20,971 | (10,239) | 16,499 | ||||||||
Less: Net income attributable to non-controlling interests | 6,736 | (2,346) | 8,899 | ||||||||
Net income attributable to Select Medical Holdings Corporation | 14,235 | (7,893) | 7,600 | ||||||||
Non-Guarantor Concentra | Reportable legal entities | |||||||||||
Condensed Financial Statements | |||||||||||
Net operating revenues | 1,034,035 | 1,000,624 | 585,222 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 856,590 | 840,235 | 528,347 | ||||||||
General and administrative | 2,819 | 0 | 4,715 | ||||||||
Bad debt expense | 20,877 | 18,150 | 9,591 | ||||||||
Depreciation and amortization | 61,945 | 60,717 | 33,644 | ||||||||
Total costs and expenses | 942,231 | 919,102 | 576,297 | ||||||||
Income from operations | 91,804 | 81,522 | 8,925 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | 0 | 0 | 0 | ||||||||
Intercompany management fees | 0 | 0 | 0 | ||||||||
Loss on early retirement of debt | 0 | (10,853) | |||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Non-operating gain (loss) | 0 | 0 | 0 | ||||||||
Interest income (expense) | (30,508) | (38,296) | (24,062) | ||||||||
Income before income taxes | 61,296 | 32,373 | (15,137) | ||||||||
Income tax expense (benefit) | (7,439) | 12,712 | (5,132) | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Net income | 68,735 | 19,661 | (10,005) | ||||||||
Less: Net income attributable to non-controlling interests | 36,725 | 12,177 | (3,884) | ||||||||
Net income attributable to Select Medical Holdings Corporation | 32,010 | 7,484 | (6,121) | ||||||||
Select | |||||||||||
Condensed Financial Statements | |||||||||||
Net operating revenues | 4,443,603 | 4,286,021 | 3,742,736 | ||||||||
Costs and expenses: | |||||||||||
Cost of services | 3,734,176 | 3,664,843 | 3,211,541 | ||||||||
General and administrative | 114,047 | 106,927 | 92,052 | ||||||||
Bad debt expense | 79,491 | 69,093 | 59,372 | ||||||||
Depreciation and amortization | 160,011 | 145,311 | 104,981 | ||||||||
Total costs and expenses | 4,087,725 | 3,986,174 | 3,467,946 | ||||||||
Income from operations | 355,878 | 299,847 | 274,790 | ||||||||
Other income and expense: | |||||||||||
Intercompany interest and royalty fees | 0 | 0 | 0 | ||||||||
Intercompany management fees | 0 | 0 | 0 | ||||||||
Loss on early retirement of debt | (19,719) | (11,626) | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 21,054 | 19,943 | 16,811 | ||||||||
Non-operating gain (loss) | (49) | 42,651 | 29,647 | ||||||||
Interest income (expense) | (154,703) | (170,081) | (112,816) | ||||||||
Income before income taxes | 202,461 | 180,734 | 208,432 | ||||||||
Income tax expense (benefit) | (18,184) | 55,464 | 72,436 | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Net income | 220,645 | 125,270 | 135,996 | ||||||||
Less: Net income attributable to non-controlling interests | 43,461 | 9,859 | 5,260 | ||||||||
Net income attributable to Select Medical Holdings Corporation | $ 177,184 | $ 115,411 | $ 130,736 |
Financial Information for Sub81
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income | $ 220,645 | $ 125,270 | $ 135,996 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,006 | 20,476 | 13,969 |
Depreciation and amortization | 160,011 | 145,311 | 104,981 |
Provision for bad debts | 79,491 | 69,093 | 59,372 |
Equity in earnings of unconsolidated subsidiaries | (21,054) | (19,943) | (16,811) |
Loss on extinguishment of debt | 6,527 | 11,626 | 0 |
Loss (gain) on sale of assets and businesses | (10,349) | (46,488) | (1,098) |
Gain on sale of equity investment | 0 | (2,779) | (29,647) |
Impairment of equity investment | 0 | 5,339 | 0 |
Stock compensation expense | 19,284 | 17,413 | 14,985 |
Amortization of debt discount, premium and issuance costs | 11,130 | 15,656 | 9,543 |
Deferred income taxes | (72,324) | (12,591) | (2,058) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (197,191) | (39,320) | (92,572) |
Other current assets | 1,597 | 17,450 | (2,503) |
Other assets | (886) | 9,290 | 4,713 |
Accounts payable | 3,903 | (15,492) | 2,345 |
Accrued expenses | 17,341 | 46,292 | 7,200 |
Net cash provided by operating activities | 238,131 | 346,603 | 208,415 |
Investing activities | |||
Business combinations, net of cash acquired | (27,390) | (472,206) | (1,061,628) |
Purchases of property and equipment | (233,243) | (161,633) | (182,642) |
Investment in businesses | (12,682) | (4,723) | (2,347) |
Proceeds from sale of equity investment | 0 | 3,779 | 33,096 |
Proceeds from sale of assets and businesses | 80,350 | 80,463 | 1,767 |
Net cash used in investing activities | (192,965) | (554,320) | (1,211,754) |
Financing activities | |||
Borrowings on revolving facilities | 970,000 | 575,000 | 1,135,000 |
Payments on revolving facilities | (960,000) | (655,000) | (895,000) |
Proceeds from term loans | 1,139,487 | 795,344 | 623,575 |
Payments on term loans | (1,179,442) | (438,034) | (29,134) |
Revolving facility debt issuance costs | (4,392) | 0 | 0 |
Borrowings of other debt | 46,621 | 27,721 | 13,374 |
Principal payments on other debt | (20,647) | (21,401) | (18,136) |
Tax benefit from stock based awards | 0 | 0 | 1,846 |
Increase (decrease) in overdrafts | (9,899) | 10,746 | 6,869 |
Proceeds from issuance of non-controlling interests | 9,982 | 11,846 | 217,065 |
Purchase of non-controlling interests | (120) | (2,099) | (1,095) |
Distributions to non-controlling interests | (10,500) | (10,555) | (12,637) |
Net cash provided by (used in) financing activities | (21,646) | 292,311 | 1,014,420 |
Net increase in cash and cash equivalents | 23,520 | 84,594 | 11,081 |
Cash and cash equivalents at beginning of period | 99,029 | 14,435 | 3,354 |
Cash and cash equivalents at end of period | 122,549 | 99,029 | 14,435 |
Eliminations | |||
Operating activities | |||
Net income | (193,209) | (105,506) | (140,046) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 |
Provision for bad debts | 0 | 0 | 0 |
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 |
Equity in earnings of consolidated subsidiaries | 193,209 | 105,506 | 140,046 |
Loss on extinguishment of debt | 0 | 0 | |
Loss (gain) on sale of assets and businesses | 0 | 0 | 0 |
Gain on sale of equity investment | 0 | 0 | |
Impairment of equity investment | 0 | ||
Stock compensation expense | 0 | 0 | 0 |
Amortization of debt discount, premium and issuance costs | 0 | 0 | 0 |
Deferred income taxes | 0 | 0 | 0 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | 0 | 0 | 0 |
Other current assets | 0 | 0 | 0 |
Other assets | 0 | 0 | 0 |
Accounts payable | 0 | 0 | 0 |
Accrued expenses | 0 | 0 | 0 |
Net cash provided by operating activities | 0 | 0 | 0 |
Investing activities | |||
Business combinations, net of cash acquired | 0 | 0 | 0 |
Purchases of property and equipment | 0 | 0 | 0 |
Investment in businesses | 0 | 0 | 0 |
Proceeds from sale of equity investment | 0 | 0 | |
Proceeds from sale of assets and businesses | 0 | 0 | 0 |
Net cash used in investing activities | 0 | 0 | 0 |
Financing activities | |||
Borrowings on revolving facilities | 0 | 0 | 0 |
Payments on revolving facilities | 0 | 0 | 0 |
Proceeds from term loans | 0 | 0 | 0 |
Payments on term loans | 0 | 0 | 0 |
Revolving facility debt issuance costs | 0 | ||
Borrowings of other debt | 0 | 0 | 0 |
Principal payments on other debt | 0 | 0 | 0 |
Dividends paid to Holdings | 0 | 0 | 0 |
Equity investment by Holdings | 0 | 0 | 0 |
Intercompany | 0 | 0 | 0 |
Tax benefit from stock based awards | 0 | ||
Increase (decrease) in overdrafts | 0 | 0 | 0 |
Proceeds from issuance of non-controlling interests | 0 | 0 | 0 |
Purchase of non-controlling interests | 0 | 0 | 0 |
Distributions to non-controlling interests | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 0 | 0 | 0 |
Net increase in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 | 0 |
Select (Parent Company Only) | Reportable legal entities | |||
Operating activities | |||
Net income | 177,184 | 115,411 | 130,736 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 0 | 0 | 0 |
Depreciation and amortization | 7,540 | 5,348 | 4,292 |
Provision for bad debts | 0 | 0 | 0 |
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 |
Equity in earnings of consolidated subsidiaries | (179,621) | (113,567) | (132,519) |
Loss on extinguishment of debt | 6,527 | 773 | |
Loss (gain) on sale of assets and businesses | (939) | (33,738) | 0 |
Gain on sale of equity investment | 0 | 0 | |
Impairment of equity investment | 0 | ||
Stock compensation expense | 18,291 | 16,643 | 13,969 |
Amortization of debt discount, premium and issuance costs | 7,895 | 12,358 | 7,404 |
Deferred income taxes | 14,041 | (709) | (3,484) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | 0 | 0 | 0 |
Other current assets | (1,068) | (1,432) | (2,661) |
Other assets | 168 | (2,978) | 10,840 |
Accounts payable | 1,450 | 330 | 560 |
Accrued expenses | (25,396) | (1,287) | (1,508) |
Net cash provided by operating activities | 26,072 | (2,848) | 27,629 |
Investing activities | |||
Business combinations, net of cash acquired | 0 | (406,305) | 0 |
Purchases of property and equipment | (30,413) | (15,262) | (10,890) |
Investment in businesses | 0 | 0 | 0 |
Proceeds from sale of equity investment | 0 | 0 | |
Proceeds from sale of assets and businesses | 45,788 | 63,418 | 0 |
Net cash used in investing activities | 15,375 | (358,149) | (10,890) |
Financing activities | |||
Borrowings on revolving facilities | 970,000 | 575,000 | 1,115,000 |
Payments on revolving facilities | (960,000) | (650,000) | (880,000) |
Proceeds from term loans | 1,139,487 | 600,127 | 0 |
Payments on term loans | (1,156,377) | (230,524) | (26,884) |
Revolving facility debt issuance costs | (4,392) | ||
Borrowings of other debt | 25,630 | 11,935 | 8,684 |
Principal payments on other debt | (13,748) | (15,144) | (11,923) |
Dividends paid to Holdings | (4,753) | (2,929) | (28,956) |
Equity investment by Holdings | 2,017 | 1,672 | 1,649 |
Intercompany | (40,410) | 67,115 | (199,024) |
Tax benefit from stock based awards | 1,846 | ||
Increase (decrease) in overdrafts | (9,899) | 10,746 | 6,869 |
Proceeds from issuance of non-controlling interests | 0 | 0 | 0 |
Purchase of non-controlling interests | 0 | 0 | 0 |
Distributions to non-controlling interests | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | (52,445) | 367,998 | (12,739) |
Net increase in cash and cash equivalents | (10,998) | 7,001 | 4,000 |
Cash and cash equivalents at beginning of period | 11,071 | 4,070 | 70 |
Cash and cash equivalents at end of period | 73 | 11,071 | 4,070 |
Subsidiary Guarantors | Reportable legal entities | |||
Operating activities | |||
Net income | 146,964 | 105,943 | 138,812 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 19,940 | 20,380 | 13,870 |
Depreciation and amortization | 76,268 | 67,932 | 56,957 |
Provision for bad debts | 44,080 | 41,737 | 40,708 |
Equity in earnings of unconsolidated subsidiaries | (20,973) | (19,838) | (16,719) |
Equity in earnings of consolidated subsidiaries | (13,588) | 8,061 | (7,527) |
Loss on extinguishment of debt | 0 | 0 | |
Loss (gain) on sale of assets and businesses | (4,828) | (12,975) | (1,128) |
Gain on sale of equity investment | (2,779) | (29,647) | |
Impairment of equity investment | 5,339 | ||
Stock compensation expense | 0 | 0 | 0 |
Amortization of debt discount, premium and issuance costs | 0 | 0 | 0 |
Deferred income taxes | (40,788) | 0 | 0 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (126,451) | 15,768 | (83,142) |
Other current assets | 4,411 | 10,310 | (2,236) |
Other assets | (4,235) | 51,586 | (6,415) |
Accounts payable | 2,534 | (24,877) | 8,569 |
Accrued expenses | 2,168 | 53,764 | 9,569 |
Net cash provided by operating activities | 85,502 | 320,351 | 121,671 |
Investing activities | |||
Business combinations, net of cash acquired | (10,006) | (59,520) | 0 |
Purchases of property and equipment | (136,075) | (101,564) | (134,002) |
Investment in businesses | (12,682) | (4,723) | (2,347) |
Proceeds from sale of equity investment | 3,779 | 33,096 | |
Proceeds from sale of assets and businesses | 15,022 | 16,978 | 1,742 |
Net cash used in investing activities | (143,741) | (145,050) | (101,511) |
Financing activities | |||
Borrowings on revolving facilities | 0 | 0 | 0 |
Payments on revolving facilities | 0 | 0 | 0 |
Proceeds from term loans | 0 | 0 | 0 |
Payments on term loans | 0 | 0 | 0 |
Revolving facility debt issuance costs | 0 | ||
Borrowings of other debt | 0 | 0 | 0 |
Principal payments on other debt | (456) | (751) | (2,736) |
Dividends paid to Holdings | 0 | 0 | 0 |
Equity investment by Holdings | 0 | 0 | 0 |
Intercompany | 57,204 | (169,473) | (15,930) |
Tax benefit from stock based awards | 0 | ||
Increase (decrease) in overdrafts | 0 | 0 | 0 |
Proceeds from issuance of non-controlling interests | 0 | 0 | 0 |
Purchase of non-controlling interests | (120) | (2,099) | 0 |
Distributions to non-controlling interests | 0 | (217) | (242) |
Net cash provided by (used in) financing activities | 56,628 | (172,540) | (18,908) |
Net increase in cash and cash equivalents | (1,611) | 2,761 | 1,252 |
Cash and cash equivalents at beginning of period | 6,467 | 3,706 | 2,454 |
Cash and cash equivalents at end of period | 4,856 | 6,467 | 3,706 |
Non-Guarantor Subsidiaries | Reportable legal entities | |||
Operating activities | |||
Net income | 20,971 | (10,239) | 16,499 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 66 | 96 | 99 |
Depreciation and amortization | 14,258 | 11,314 | 10,088 |
Provision for bad debts | 14,534 | 9,206 | 9,073 |
Equity in earnings of unconsolidated subsidiaries | (81) | (105) | (92) |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | |
Loss (gain) on sale of assets and businesses | (4,602) | 246 | 16 |
Gain on sale of equity investment | 0 | 0 | |
Impairment of equity investment | 0 | ||
Stock compensation expense | 0 | 0 | 0 |
Amortization of debt discount, premium and issuance costs | 0 | 0 | 0 |
Deferred income taxes | 156 | 0 | 0 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (43,043) | (40,080) | (10,255) |
Other current assets | (3,697) | (4,619) | (396) |
Other assets | 3,413 | (53,295) | 288 |
Accounts payable | 828 | 5,979 | 2,654 |
Accrued expenses | 13,244 | (2,091) | 5,696 |
Net cash provided by operating activities | 16,047 | (83,588) | 33,670 |
Investing activities | |||
Business combinations, net of cash acquired | (1,664) | (953) | (8,832) |
Purchases of property and equipment | (37,843) | (28,861) | (10,979) |
Investment in businesses | 0 | 0 | 0 |
Proceeds from sale of equity investment | 0 | 0 | |
Proceeds from sale of assets and businesses | 19,537 | 67 | 24 |
Net cash used in investing activities | (19,970) | (29,747) | (19,787) |
Financing activities | |||
Borrowings on revolving facilities | 0 | 0 | 0 |
Payments on revolving facilities | 0 | 0 | 0 |
Proceeds from term loans | 0 | 0 | 0 |
Payments on term loans | 0 | 0 | 0 |
Revolving facility debt issuance costs | 0 | ||
Borrowings of other debt | 18,224 | 12,970 | 1,681 |
Principal payments on other debt | (3,036) | (2,554) | (1,513) |
Dividends paid to Holdings | 0 | 0 | 0 |
Equity investment by Holdings | 0 | 0 | 0 |
Intercompany | (16,794) | 102,358 | (2,981) |
Tax benefit from stock based awards | 0 | ||
Increase (decrease) in overdrafts | 0 | 0 | 0 |
Proceeds from issuance of non-controlling interests | 9,982 | 11,846 | 0 |
Purchase of non-controlling interests | 0 | 0 | (1,095) |
Distributions to non-controlling interests | (4,948) | (6,854) | (10,180) |
Net cash provided by (used in) financing activities | 3,428 | 117,766 | (14,088) |
Net increase in cash and cash equivalents | (495) | 4,431 | (205) |
Cash and cash equivalents at beginning of period | 5,056 | 625 | 830 |
Cash and cash equivalents at end of period | 4,561 | 5,056 | 625 |
Non-Guarantor Concentra | Reportable legal entities | |||
Operating activities | |||
Net income | 68,735 | 19,661 | (10,005) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 0 | 0 | 0 |
Depreciation and amortization | 61,945 | 60,717 | 33,644 |
Provision for bad debts | 20,877 | 18,150 | 9,591 |
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 10,853 | |
Loss (gain) on sale of assets and businesses | 20 | (21) | 14 |
Gain on sale of equity investment | 0 | 0 | |
Impairment of equity investment | 0 | ||
Stock compensation expense | 993 | 770 | 1,016 |
Amortization of debt discount, premium and issuance costs | 3,235 | 3,298 | 2,139 |
Deferred income taxes | (45,733) | (11,882) | 1,426 |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (27,697) | (15,008) | 825 |
Other current assets | 1,951 | 13,191 | 2,790 |
Other assets | (232) | 13,977 | 0 |
Accounts payable | (909) | 3,076 | (9,438) |
Accrued expenses | 27,325 | (4,094) | (6,557) |
Net cash provided by operating activities | 110,510 | 112,688 | 25,445 |
Investing activities | |||
Business combinations, net of cash acquired | (15,720) | (5,428) | (1,052,796) |
Purchases of property and equipment | (28,912) | (15,946) | (26,771) |
Investment in businesses | 0 | 0 | 0 |
Proceeds from sale of equity investment | 0 | 0 | |
Proceeds from sale of assets and businesses | 3 | 0 | 1 |
Net cash used in investing activities | (44,629) | (21,374) | (1,079,566) |
Financing activities | |||
Borrowings on revolving facilities | 0 | 0 | 20,000 |
Payments on revolving facilities | 0 | (5,000) | (15,000) |
Proceeds from term loans | 0 | 195,217 | 623,575 |
Payments on term loans | (23,065) | (207,510) | (2,250) |
Revolving facility debt issuance costs | 0 | ||
Borrowings of other debt | 2,767 | 2,816 | 3,009 |
Principal payments on other debt | (3,407) | (2,952) | (1,964) |
Dividends paid to Holdings | 0 | 0 | 0 |
Equity investment by Holdings | 0 | 0 | 0 |
Intercompany | 0 | 0 | 217,935 |
Tax benefit from stock based awards | 0 | ||
Increase (decrease) in overdrafts | 0 | 0 | 0 |
Proceeds from issuance of non-controlling interests | 0 | 0 | 217,065 |
Purchase of non-controlling interests | 0 | 0 | 0 |
Distributions to non-controlling interests | (5,552) | (3,484) | (2,215) |
Net cash provided by (used in) financing activities | (29,257) | (20,913) | 1,060,155 |
Net increase in cash and cash equivalents | 36,624 | 70,401 | 6,034 |
Cash and cash equivalents at beginning of period | 76,435 | 6,034 | 0 |
Cash and cash equivalents at end of period | 113,059 | 76,435 | 6,034 |
Select | |||
Operating activities | |||
Net income | 220,645 | 125,270 | 135,996 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,006 | 20,476 | 13,969 |
Depreciation and amortization | 160,011 | 145,311 | 104,981 |
Provision for bad debts | 79,491 | 69,093 | 59,372 |
Equity in earnings of unconsolidated subsidiaries | (21,054) | (19,943) | (16,811) |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 |
Loss on extinguishment of debt | 6,527 | 11,626 | 0 |
Loss (gain) on sale of assets and businesses | (10,349) | (46,488) | (1,098) |
Gain on sale of equity investment | 0 | (2,779) | (29,647) |
Impairment of equity investment | 0 | 5,339 | 0 |
Stock compensation expense | 19,284 | 17,413 | 14,985 |
Amortization of debt discount, premium and issuance costs | 11,130 | 15,656 | 9,543 |
Deferred income taxes | (72,324) | (12,591) | (2,058) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (197,191) | (39,320) | (92,572) |
Other current assets | 1,597 | 17,450 | (2,503) |
Other assets | (886) | 9,290 | 4,713 |
Accounts payable | 3,903 | (15,492) | 2,345 |
Accrued expenses | 17,341 | 46,292 | 7,200 |
Net cash provided by operating activities | 238,131 | 346,603 | 208,415 |
Investing activities | |||
Business combinations, net of cash acquired | (27,390) | (472,206) | (1,061,628) |
Purchases of property and equipment | (233,243) | (161,633) | (182,642) |
Investment in businesses | (12,682) | (4,723) | (2,347) |
Proceeds from sale of equity investment | 0 | 3,779 | 33,096 |
Proceeds from sale of assets and businesses | 80,350 | 80,463 | 1,767 |
Net cash used in investing activities | (192,965) | (554,320) | (1,211,754) |
Financing activities | |||
Borrowings on revolving facilities | 970,000 | 575,000 | 1,135,000 |
Payments on revolving facilities | (960,000) | (655,000) | (895,000) |
Proceeds from term loans | 1,139,487 | 795,344 | 623,575 |
Payments on term loans | (1,179,442) | (438,034) | (29,134) |
Revolving facility debt issuance costs | (4,392) | 0 | 0 |
Borrowings of other debt | 46,621 | 27,721 | 13,374 |
Principal payments on other debt | (20,647) | (21,401) | (18,136) |
Dividends paid to Holdings | (4,753) | (2,929) | (28,956) |
Equity investment by Holdings | 2,017 | 1,672 | 1,649 |
Intercompany | 0 | 0 | 0 |
Tax benefit from stock based awards | 0 | 0 | 1,846 |
Increase (decrease) in overdrafts | (9,899) | 10,746 | 6,869 |
Proceeds from issuance of non-controlling interests | 9,982 | 11,846 | 217,065 |
Purchase of non-controlling interests | (120) | (2,099) | (1,095) |
Distributions to non-controlling interests | (10,500) | (10,555) | (12,637) |
Net cash provided by (used in) financing activities | (21,646) | 292,311 | 1,014,420 |
Net increase in cash and cash equivalents | 23,520 | 84,594 | 11,081 |
Cash and cash equivalents at beginning of period | 99,029 | 14,435 | 3,354 |
Cash and cash equivalents at end of period | $ 122,549 | $ 99,029 | $ 14,435 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 01, 2018 | Oct. 23, 2017 | Jun. 01, 2015 | Dec. 31, 2017 |
Credit facility | Concentra Inc | ||||
Subsequent Event | ||||
Maximum borrowing capacity | $ 500,000,000 | |||
Credit facility | Revolving facility | Concentra Inc | ||||
Subsequent Event | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Debt instrument term (in years) | 5 years | |||
Credit facility | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Debt instrument term (in years) | 7 years | |||
Aggregate principal amount | $ 450,000,000 | |||
Credit facility | Adjusted LIBO | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 3.00% | |||
Credit facility | Adjusted LIBO Rate floor | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 1.00% | |||
Credit facility | Alternate Base Rate | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 2.00% | |||
Credit facility | Alternate Base Rate floor | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 2.00% | |||
Credit facility | Second Lien Credit Agreement | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Debt instrument term (in years) | 8 years | |||
Aggregate principal amount | $ 200,000,000 | |||
Credit facility | Second Lien Credit Agreement | Adjusted LIBO | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 8.00% | |||
Credit facility | Second Lien Credit Agreement | Adjusted LIBO Rate floor | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 1.00% | |||
Credit facility | Second Lien Credit Agreement | Alternate Base Rate | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 7.00% | |||
Credit facility | Second Lien Credit Agreement | Alternate Base Rate floor | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 2.00% | |||
Subsequent Event | Credit facility | Revolving facility | Concentra Inc | ||||
Subsequent Event | ||||
Additional borrowing capacity | $ 25,000,000 | |||
Subsequent Event | Credit facility | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Additional borrowing capacity | $ 555,000,000 | |||
Subsequent Event | Credit facility | Adjusted LIBO | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 2.75% | |||
Subsequent Event | Credit facility | Adjusted LIBO Rate floor | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 1.00% | |||
Subsequent Event | Credit facility | Alternate Base Rate | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 1.75% | |||
Subsequent Event | Credit facility | Alternate Base Rate floor | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 2.00% | |||
Subsequent Event | Credit facility | Second Lien Credit Agreement | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Aggregate principal amount | $ 240,000,000 | |||
Subsequent Event | Credit facility | Second Lien Credit Agreement | Adjusted LIBO | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 6.50% | |||
Subsequent Event | Credit facility | Second Lien Credit Agreement | Adjusted LIBO Rate floor | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 1.00% | |||
Subsequent Event | Credit facility | Second Lien Credit Agreement | Alternate Base Rate | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 5.50% | |||
Subsequent Event | Credit facility | Second Lien Credit Agreement | Alternate Base Rate floor | Term loan | Concentra Inc | ||||
Subsequent Event | ||||
Interest rate margin (as a percent) | 2.00% | |||
U.S Health Works | ||||
Subsequent Event | ||||
Acquisition costs | $ 2,800,000 | |||
Consideration transferred | $ 753,000,000 | |||
U.S Health Works | Concentra Group Holdings Parent | ||||
Subsequent Event | ||||
Voting equity interests issued | 20.00% | |||
Value of equity interest | $ 238,000,000 |
Selected Quarterly Financial 83
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net operating revenues | $ 1,114,401 | $ 1,097,166 | $ 1,120,675 | $ 1,111,361 | $ 1,046,265 | $ 1,053,795 | $ 1,097,631 | $ 1,088,330 | $ 4,443,603 | $ 4,286,021 | $ 3,742,736 |
Income from operations | 76,352 | 72,098 | 115,663 | 91,765 | 55,745 | 56,162 | 101,054 | 86,886 | 355,878 | 299,847 | 274,790 |
Net income attributable to Select Medical Holdings Corporation | $ 100,797 | $ 18,462 | $ 42,055 | $ 15,870 | $ 20,172 | $ 6,471 | $ 33,935 | $ 54,833 | $ 177,184 | $ 115,411 | $ 130,736 |
Income per common share: | |||||||||||
Basic (in dollars per share) | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 0.15 | $ 0.05 | $ 0.26 | $ 0.42 | $ 1.33 | $ 0.88 | $ 1 |
Diluted (in dollars per share) | $ 0.75 | $ 0.14 | $ 0.32 | $ 0.12 | $ 0.15 | $ 0.05 | $ 0.26 | $ 0.42 | $ 1.33 | $ 0.87 | $ 0.99 |
Schedule II - Valuation and Q84
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts | |||
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Year | $ 63,787 | $ 61,133 | $ 46,425 |
Charged to Cost and Expenses | 79,491 | 69,093 | 59,372 |
Deductions | (67,734) | (66,439) | (44,664) |
Balance at End of Year | 75,544 | 63,787 | 61,133 |
Income Tax Valuation Allowance | |||
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Year | 26,421 | 7,586 | 9,641 |
Charged to Cost and Expenses | (13,435) | 18,835 | (2,055) |
Balance at End of Year | $ 12,986 | $ 26,421 | $ 7,586 |