Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 01, 2020 | Jun. 28, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-34465 | ||
Entity Registrant Name | SELECT MEDICAL HOLDINGS CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-1764048 | ||
Entity Address, Address Line One | 4714 Gettysburg Road | ||
Entity Address, Address Line Two | P.O. Box 2034 | ||
Entity Address, City or Town | Mechanicsburg | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 17055 | ||
City Area Code | 717 | ||
Local Phone Number | 972-1100 | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | SEM | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,704,659,609 | ||
Entity Common Stock, Shares Outstanding | 134,313,112 | ||
Documents Incorporated by Reference | Listed hereunder are the documents, any portions of which are incorporated by reference and the Parts of this Form 10-K into which such portions are incorporated: 1. The registrant's definitive proxy statement for use in connection with the 2020 Annual Meeting of Stockholders to be held on or about April 30, 2020 to be filed within 120 days after the registrant’s fiscal year ended December 31, 2019 , portions of which are incorporated by reference into Part III of this Form 10-K. Such definitive proxy statement, except for the parts therein which have been specifically incorporated by reference, should not be deemed “filed” for the purposes of this form 10-K. | ||
Entity Central Index Key | 0001320414 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 335,882 | $ 175,178 |
Accounts receivable | 762,677 | 706,676 |
Prepaid income taxes | 18,585 | 20,539 |
Other current assets | 95,848 | 90,131 |
Total Current Assets | 1,212,992 | 992,524 |
Operating lease right-of-use assets | 1,003,986 | |
Property and equipment, net | 998,406 | 979,810 |
Goodwill | 3,391,955 | 3,320,726 |
Identifiable intangible assets, net | 409,068 | 437,693 |
Other assets | 323,881 | 233,512 |
Total Assets | 7,340,288 | 5,964,265 |
Current Liabilities: | ||
Overdrafts | 0 | 25,083 |
Current operating lease liabilities | 207,950 | |
Current portion of long-term debt and notes payable | 25,167 | 43,865 |
Accounts payable | 145,731 | 146,693 |
Accrued payroll | 183,754 | 172,386 |
Accrued vacation | 124,111 | 110,660 |
Accrued interest | 33,853 | 12,137 |
Accrued other | 191,076 | 190,691 |
Income taxes payable | 2,638 | 3,671 |
Total Current Liabilities | 914,280 | 705,186 |
Non-current operating lease liabilities | 852,897 | |
Long-term debt, net of current portion | 3,419,943 | 3,249,516 |
Non-current deferred tax liability | 148,258 | 153,895 |
Other non-current liabilities | 101,334 | 158,940 |
Total Liabilities | 5,436,712 | 4,267,537 |
Commitments and contingencies (Note 16) | ||
Redeemable non-controlling interests | 974,541 | 780,488 |
Stockholders’ Equity: | ||
Common stock, $0.001 par value, 700,000,000 shares authorized, 135,265,864 and 134,328,112 shares issued and outstanding at 2018 and 2019, respectively | 134 | 135 |
Capital in excess of par | 491,038 | 482,556 |
Retained earnings | 279,800 | 320,351 |
Total Stockholders’ Equity | 770,972 | 803,042 |
Non-controlling interests | 158,063 | 113,198 |
Total Equity | 929,035 | 916,240 |
Total Liabilities and Equity | $ 7,340,288 | $ 5,964,265 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
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) | 134,328,112 | 135,265,864 |
Common stock, shares outstanding (in shares) | 134,328,112 | 135,265,864 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net operating revenues | $ 5,453,922 | $ 5,081,258 | $ 4,365,245 |
Costs and expenses: | |||
Cost of services, exclusive of depreciation and amortization | 4,641,002 | 4,341,056 | 3,735,309 |
General and administrative | 128,463 | 121,268 | 114,047 |
Depreciation and amortization | 212,576 | 201,655 | 160,011 |
Total costs and expenses | 4,982,041 | 4,663,979 | 4,009,367 |
Income from operations | 471,881 | 417,279 | 355,878 |
Other income and expense: | |||
Loss on early retirement of debt | (38,083) | (14,155) | (19,719) |
Equity in earnings of unconsolidated subsidiaries | 24,989 | 21,905 | 21,054 |
Gain (loss) on sale of businesses | 6,532 | 9,016 | (49) |
Interest expense | (200,570) | (198,493) | (154,703) |
Income before income taxes | 264,749 | 235,552 | 202,461 |
Income tax expense (benefit) | 63,718 | 58,610 | (18,184) |
Net income | 201,031 | 176,942 | 220,645 |
Less: Net income attributable to non-controlling interests | 52,582 | 39,102 | 43,461 |
Net income attributable to Select Medical Holdings Corporation | $ 148,449 | $ 137,840 | $ 177,184 |
Earnings per common share (Note 15): | |||
Basic (in dollars per share) | $ 1.10 | $ 1.02 | $ 1.33 |
Diluted (in dollars per share) | $ 1.10 | $ 1.02 | $ 1.33 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity and Income - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par | Retained Earnings | Total Stockholders’ Equity | Non-controlling Interests |
Beginning balance at Dec. 31, 2016 | $ 422,159 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net income attributable to non-controlling interests | 35,639 | |||||
Distributions to and purchases of non-controlling interests | (5,334) | |||||
Redemption adjustment on non-controlling interests | 187,506 | |||||
Other | 848 | |||||
Ending balance at Dec. 31, 2017 | 640,818 | |||||
Beginning balance (in shares) at Dec. 31, 2016 | 132,597,000 | |||||
Beginning balance at Dec. 31, 2016 | 905,901 | $ 132 | $ 443,908 | $ 371,685 | $ 815,725 | $ 90,176 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income attributable to Select Medical Holdings Corporation | 177,184 | 177,184 | 177,184 | |||
Net income attributable to non-controlling interests | 7,822 | 0 | 7,822 | |||
Issuance of restricted stock (in shares) | 1,598,000 | |||||
Issuance of restricted stock | 0 | $ 2 | (2) | 0 | ||
Forfeitures of unvested restricted stock (in shares) | (27,000) | |||||
Forfeitures of unvested restricted stock | 0 | $ 0 | 0 | 0 | ||
Vesting of restricted stock | 18,291 | 18,291 | 18,291 | |||
Repurchase of common shares (in shares) | (280,000) | |||||
Repurchase of common shares | (4,753) | $ 0 | (2,666) | (2,087) | (4,753) | |
Exercise of stock options (in shares) | 227,000 | |||||
Exercise of stock options | 2,017 | $ 0 | 2,017 | 2,017 | ||
Issuance of non-controlling interests | 18,280 | 1,951 | 1,951 | 16,329 | ||
Distributions to and purchases of non-controlling interests | (5,286) | 7 | 7 | (5,293) | ||
Redemption adjustment on non-controlling interests | (187,506) | (187,506) | (187,506) | |||
Other | 654 | 452 | 452 | 202 | ||
Ending balance (in shares) at Dec. 31, 2017 | 134,115,000 | |||||
Ending balance at Dec. 31, 2017 | 932,604 | $ 134 | 463,499 | 359,735 | 823,368 | 109,236 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net income attributable to non-controlling interests | 27,775 | |||||
Issuance of non-controlling interests | 163,659 | |||||
Distributions to and purchases of non-controlling interests | (217,570) | |||||
Redemption adjustment on non-controlling interests | 164,476 | |||||
Other | 1,330 | |||||
Ending balance at Dec. 31, 2018 | 780,488 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income attributable to Select Medical Holdings Corporation | 137,840 | 137,840 | 137,840 | |||
Net income attributable to non-controlling interests | 11,327 | 0 | 11,327 | |||
Issuance of restricted stock (in shares) | 1,491,000 | |||||
Issuance of restricted stock | 0 | $ 1 | (1) | 0 | ||
Forfeitures of unvested restricted stock (in shares) | (168,000) | |||||
Forfeitures of unvested restricted stock | 0 | $ 0 | 0 | 0 | ||
Vesting of restricted stock | 20,443 | 20,443 | 20,443 | |||
Repurchase of common shares (in shares) | (357,000) | |||||
Repurchase of common shares | (6,837) | $ 0 | (3,728) | (3,109) | (6,837) | |
Exercise of stock options (in shares) | 185,000 | |||||
Exercise of stock options | 1,722 | $ 0 | 1,722 | 1,722 | ||
Issuance of non-controlling interests | 77,815 | 1,553 | 74,341 | 75,894 | 1,921 | |
Distributions to and purchases of non-controlling interests | (95,388) | (932) | (83,617) | (84,549) | (10,839) | |
Redemption adjustment on non-controlling interests | (164,476) | (164,476) | (164,476) | |||
Other | $ 1,190 | (363) | (363) | 1,553 | ||
Ending balance (in shares) at Dec. 31, 2018 | 135,265,864 | 135,266,000 | ||||
Ending balance at Dec. 31, 2018 | $ 916,240 | $ 135 | 482,556 | 320,351 | 803,042 | 113,198 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Net income attributable to non-controlling interests | 25,956 | |||||
Distributions to and purchases of non-controlling interests | (6,205) | |||||
Redemption adjustment on non-controlling interests | 172,915 | |||||
Other | 1,387 | |||||
Ending balance at Dec. 31, 2019 | 974,541 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income attributable to Select Medical Holdings Corporation | 148,449 | 148,449 | 148,449 | |||
Net income attributable to non-controlling interests | 26,626 | 0 | 26,626 | |||
Issuance of restricted stock (in shares) | 1,500,000 | |||||
Issuance of restricted stock | 0 | $ 2 | (2) | 0 | ||
Forfeitures of unvested restricted stock (in shares) | (43,000) | |||||
Forfeitures of unvested restricted stock | 0 | $ 0 | 0 | 0 | ||
Vesting of restricted stock | 23,382 | 23,382 | 23,382 | |||
Repurchase of common shares (in shares) | (2,500,000) | |||||
Repurchase of common shares | $ (38,531) | $ (3) | (22,565) | (15,963) | (38,531) | |
Exercise of stock options (in shares) | 105,000 | 105,000 | ||||
Exercise of stock options | $ 964 | $ 0 | 964 | 964 | ||
Issuance of non-controlling interests | 38,121 | 6,499 | 6,499 | 31,622 | ||
Distributions to and purchases of non-controlling interests | (14,861) | 204 | 204 | (15,065) | ||
Redemption adjustment on non-controlling interests | (172,915) | (172,915) | (172,915) | |||
Other | $ 1,560 | (122) | (122) | 1,682 | ||
Ending balance (in shares) at Dec. 31, 2019 | 134,328,112 | 134,328,000 | ||||
Ending balance at Dec. 31, 2019 | $ 929,035 | $ 134 | $ 491,038 | $ 279,800 | $ 770,972 | $ 158,063 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Operating activities | |||
Net income | $ 201,031 | $ 176,942 | $ 220,645 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Distributions from unconsolidated subsidiaries | 20,222 | 15,721 | 20,006 |
Depreciation and amortization | 212,576 | 201,655 | 160,011 |
Provision for bad debts | 3,038 | (103) | 1,133 |
Equity in earnings of unconsolidated subsidiaries | (24,989) | (21,905) | (21,054) |
Loss on extinguishment of debt | 22,130 | 2,999 | 6,527 |
Gain on sale of assets and businesses | (6,321) | (9,168) | (10,349) |
Stock compensation expense | 26,451 | 23,326 | 19,284 |
Amortization of debt discount, premium and issuance costs | 11,566 | 13,112 | 11,130 |
Deferred income taxes | (7,435) | 7,217 | (72,324) |
Changes in operating assets and liabilities, net of effects of business combinations: | |||
Accounts receivable | (57,991) | 54,575 | (118,833) |
Other current assets | (4,259) | (4,152) | 1,597 |
Other assets | 6,122 | 7,857 | (886) |
Accounts payable | 5,743 | (1,778) | 3,903 |
Accrued expenses | 37,298 | 27,896 | 17,341 |
Net cash provided by operating activities | 445,182 | 494,194 | 238,131 |
Investing activities | |||
Business combinations, net of cash acquired | (93,705) | (523,134) | (27,390) |
Purchases of property and equipment | (157,126) | (167,281) | (233,243) |
Investment in businesses | (66,090) | (13,482) | (12,682) |
Proceeds from sale of assets and businesses | 192 | 6,760 | 80,350 |
Net cash used in investing activities | (316,729) | (697,137) | (192,965) |
Financing activities | |||
Borrowings on revolving facilities | 700,000 | 595,000 | 970,000 |
Payments on revolving facilities | (720,000) | (805,000) | (960,000) |
Proceeds from term loans | 1,208,106 | 779,823 | 1,139,487 |
Payments on term loans | (1,618,170) | (11,500) | (1,179,442) |
Proceeds from 6.250% senior notes | 1,244,987 | 0 | 0 |
Payment on 6.375% senior notes | (710,000) | 0 | 0 |
Revolving facility debt issuance costs | (310) | (1,639) | (4,392) |
Borrowings of other debt | 24,225 | 42,218 | 46,621 |
Principal payments on other debt | (30,604) | (25,242) | (20,647) |
Repurchase of common stock | (38,531) | (6,837) | (4,753) |
Proceeds from exercise of stock options | 964 | 1,722 | 2,017 |
Decrease in overdrafts | (25,083) | (4,380) | (9,899) |
Proceeds from issuance of non-controlling interests | 18,447 | 2,926 | 9,982 |
Distributions to and purchases of non-controlling interests | (21,780) | (311,519) | (10,620) |
Net cash provided by (used in) financing activities | 32,251 | 255,572 | (21,646) |
Net increase in cash and cash equivalents | 160,704 | 52,629 | 23,520 |
Cash and cash equivalents at beginning of period | 175,178 | 122,549 | 99,029 |
Cash and cash equivalents at end of period | 335,882 | 175,178 | 122,549 |
Supplemental information: | |||
Cash paid for interest | 182,992 | 193,406 | 149,156 |
Cash paid for taxes | 70,592 | 48,153 | 64,991 |
Non-cash investing and financing activities: | |||
Liabilities for purchases of property and equipment | 28,760 | 29,134 | 30,043 |
Non-cash equity exchange for acquisition of U.S. HealthWorks | $ 0 | $ 238,000 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flow (Parenthetical) - Senior notes | Dec. 31, 2019 |
Select 6.250% senior notes | |
Interest rate of debt | 6.25% |
Select 6.375% senior notes | |
Interest rate of debt | 6.375% |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Organization and Significant Accounting Policies Business Description The consolidated financial statements of Select Medical Holdings Corporation (“Holdings”) include the accounts of its wholly owned subsidiary, Select Medical Corporation (“Select”). Holdings conducts substantially all of its business through Select and its subsidiaries. Holdings and Select and its subsidiaries are collectively referred to as the “Company.” The Company is, based on number of facilities, one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, outpatient rehabilitation clinics, and occupational health centers in the United States. As of December 31, 2019 , the Company had operations in 47 states and the District of Columbia. As of December 31, 2019 , the Company operated 101 critical illness recovery hospitals, 29 rehabilitation hospitals, and 1,740 outpatient rehabilitation clinics. As of December 31, 2019 , Concentra, a joint venture subsidiary, operated 521 occupational health centers. Concentra also operated 131 onsite clinics at employer worksites and 32 Department of Veterans Affairs CBOCs. The Company is managed through four business segments: the critical illness recovery hospital segment, the rehabilitation hospital segment, the outpatient rehabilitation segment, and the Concentra segment. The Company’s critical illness recovery hospital segment consists of hospitals designed to serve the needs of patients recovering from critical illnesses, often with complex medical needs, and the rehabilitation hospital segment consists of hospitals designed to serve patients that require intensive physical rehabilitation care. Patients are typically admitted to the Company’s critical illness recovery hospitals and rehabilitation hospitals from general acute care hospitals. The Company’s outpatient rehabilitation segment consists of clinics that provide physical, occupational, and speech rehabilitation services. The Company’s Concentra segment consists of occupational health centers that provide workers’ compensation injury care, physical therapy, and consumer health services and onsite clinics located at employer worksites that deliver occupational medicine services. Additionally, the Company’s Concentra segment includes Department of Veterans Affairs community-based outpatient clinics (“CBOCs”) that deliver occupational medicine, physical therapy, veteran’s healthcare, and consumer health services. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingencies, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are used for, but not limited to: amounts realizable for services performed, estimated useful lives of assets, the valuation of intangible assets, amounts payable for self-insured losses, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. The Company’s management evaluates and updates assumptions and estimates on an ongoing basis. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of Holdings, Select, and the subsidiaries, limited liability companies, and limited partnerships in which the Company has a controlling financial interest. All intercompany balances and transactions are eliminated in consolidation. Non-Controlling Interests The ownership interests held by outside parties in subsidiaries, limited liability companies and limited partnerships controlled by the Company are classified as non-controlling interests. Net income or loss is attributed to the Company’s non-controlling interests. Some of the Company’s non-controlling ownership interests consist of outside parties that have certain redemption rights that, if exercised, require the Company to purchase the parties’ ownership interests. These interests are classified and reported as redeemable non-controlling interests and have been adjusted to their approximate redemption values, after the attribution of net income or loss . The Company’s redeemable non-controlling interests are comprised primarily of the Class A membership interests owned by outside members of Concentra Group Holdings Parent, LLC (“Concentra Group Holdings Parent”), each which have put rights with respect to their interests in Concentra Group Holdings Parent. The redemption value of these membership interests is approximately $750.6 million and $939.9 million as of December 31, 2018 and 2019 , respectively. On January 1, 2020 and February 1, 2020, Select purchased portions of the outstanding membership interests owned by outside members of Concentra Group Holdings Parent. Refer to Note 17 for discussion related to this transaction. Earnings per Share The Company’s capital structure includes common stock and unvested restricted stock awards. To compute earnings per share (“EPS”), the Company applies the two-class method because the Company’s unvested restricted stock awards are participating securities which are entitled to participate equally with the Company’s common stock in undistributed earnings. Application of the Company’s two-class method is as follows: (i) Net income attributable to the Company is reduced by the amount of dividends declared and by the contractual amount of dividends that must be paid for the current period for each class of stock, if any. (ii) The remaining undistributed net income of the Company is then equally allocated to its common stock and unvested restricted stock awards, as if all of the earnings for the period had been distributed. The total net income allocated to each security is determined by adding both distributed and undistributed net income for the period. (iii) The net income allocated to each security is then divided by the weighted average number of outstanding shares for the period to determine the EPS for each security considered in the two-class method. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost which approximates fair value. Accounts Receivable Substantially all of the Company’s accounts receivable is related to providing healthcare services to patients. These healthcare services are primarily paid for by federal and state governmental authorities, managed care health plans, commercial insurance companies, and workers’ compensation and employer programs. The Company reports accounts receivable at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients, which is estimated using contractual provisions associated with specific payors, historical reimbursement rates, and an analysis of past reimbursement experience to estimate contractual allowances. Amounts that have been deemed to be uncollectible because of circumstances that affect the ability of payors to make payments are written-off as bad debt expense as they occur. Credit Risk and Payor Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash balances and accounts receivable. The Company’s excess cash is held with large financial institutions. The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s facilities and are insured under third-party payor agreements. Accounts receivable from the Medicare program represents the only significant third-party payor concentration for the Company. The Company does not believe there is significant credit risk associated with this governmental program. Medicare receivables comprise approximately 16% and 15% of the Company’s accounts receivable at December 31, 2018 and 2019 , respectively. The Company’s primary collection risks for its accounts receivable relate to non-governmental payors who insure the Company’s patients and deductibles, co-payments, and self-insured amounts owed by the patient. The Company believes its credit risk with its non-governmental payors is limited due to the diversity in the Company’s non-governmental third-party payor base, as well as their geographic dispersion. Further, deductibles, co-payments, and self-insured amounts owed by the patient are an immaterial portion of the Company’s accounts receivable balance at both December 31, 2018 and 2019 . The Company’s general policy is to verify insurance coverage prior to the date of admission for patients admitted to its critical illness recovery hospitals and rehabilitation hospitals. Within the Company’s outpatient rehabilitation clinics, insurance coverage is verified prior to the patient’s visit. Within the Company’s Concentra centers, insurance coverage is verified or an authorization is received from the patient’s employer prior to the patient’s visit. Net operating revenues generated directly from the Medicare program represented approximately 30% , 27% , and 26% of the Company’s total net operating revenues for the years ended December 31, 2017 , 2018 , and 2019 , respectively. As a provider of services under the Medicare program, the Company is subject to extensive regulations. The inability of any of the Company’s critical illness recovery hospitals, rehabilitation hospitals, or outpatient rehabilitation clinics to comply with Medicare regulations can result in the Company receiving significantly less Medicare payments than the Company currently receives for its services provided to patients. Financial Instruments The Company’s financial instruments consist principally of 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 maturities of these instruments. The principal outstanding, carrying values, and fair values of the Company’s indebtedness are presented in Note 9. Leases The Company evaluates whether a contract is or contains a lease at the inception of the contract. Upon lease commencement, the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. Most of the Company’s facility and equipment leases are classified as operating leases. Balance Sheet For both operating and finance leases, the Company recognizes a right-of-use asset and lease liability at lease commencement. A right-of-use asset represents the Company’s right to use an underlying asset for the lease term while the lease liability represents an obligation to make lease payments arising from a lease which are measured on a discounted basis. The Company elected the short-term lease exemption for its equipment leases; accordingly, equipment leases with terms of 12 months or less are not recorded on the consolidated balance sheets. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. As most of the Company’s leases do not specify an implicit rate, the Company uses its incremental borrowing rate, which coincides with the lease term at the commencement of a lease, in determining the present value of its remaining lease payments. The Company’s leases may also specify extension or termination clauses. These options are factored into the measurement of the lease liability when it is reasonably certain that the Company will exercise the option. Right-of-use assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received, such as reimbursement for leasehold improvements) and initial direct costs, at the lease commencement date. The Company has elected to account for lease and non-lease components, such as common area maintenance, as a single lease component for its facility leases. As a result, the fixed payments that would otherwise be allocated to the non-lease components are accounted for as lease payments and are included in the measurement of the Company’s right-of-use asset and lease liability. Statement of Operations and Comprehensive Income For the Company’s operating leases, rent expense, a component of cost of services and general and administrative expenses on the consolidated statements of operations and comprehensive income, is recognized on a straight-line basis over the lease term. The straight-line rent expense is reflective of the interest expense on the lease liability using the effective interest method and the amortization of the right-of-use asset. The Company may enter into arrangements to sublease portions of its facilities and the Company typically retains the obligation to the lessor under these arrangements. The Company’s subleases are classified as operating leases; accordingly, the Company continues to account for the original leases as it did prior to commencement of the subleases. Sublease income, a component of cost of services on the consolidated statements of operations and comprehensive income, is recognized on a straight-line basis, as a reduction to rent expense, over the term of the sublease. For the Company’s finance leases, interest expense on the lease liability is recognized using the effective interest method. Amortization expense related to the right-of-use asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. The Company elected the short-term lease exemption for its equipment leases. For these leases, the Company recognizes lease payments on a straight-line basis over the lease term and variable lease payments are expensed as incurred. These expenses are included as components of cost of services on the consolidated statements of operations and comprehensive income. The Company makes payments related to changes in indexes or rates after the lease commencement date. Additionally, the Company makes payments, which are not fixed at lease commencement, for property taxes, insurance, and common area maintenance related to its facility leases. These variable lease payments, which are expensed as incurred, are included as a component of cost of services and general and administrative expenses on the consolidated statements of operations and comprehensive income. 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 5 – 25 years Leasehold improvements 1 – 20 years Buildings 40 years Building improvements 5 – 40 years Furniture and equipment 1 – 20 years The Company reviews the realizability of long-lived assets whenever events or circumstances occur which indicate recorded costs may not be recoverable. If it is determined that a long-lived asset or asset group is not recoverable, an impairment charge is recognized based on the excess of the carrying amount of the long-lived asset or asset group over its fair value. Intangible Assets Goodwill and indefinite-lived identifiable intangible assets Goodwill and other indefinite-lived intangible assets are recognized primarily as the result of business combinations. Goodwill is assigned to reporting units based upon the specific nature of the business acquired. When a business combination contains business components related to more than one reporting unit, goodwill is assigned to each reporting unit based upon an allocation determined by the relative fair values of the business acquired. When the Company disposes of a business, the Company allocates a portion of the reporting unit’s goodwill to that business using the relative fair value methodology. Goodwill and other indefinite-lived intangible assets are not amortized, but instead are subject to periodic impairment evaluations. Impairment tests are required to be conducted at least annually or when events or conditions occur that might suggest a possible impairment. These events or conditions include, but are not limited to: a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. The Company may first assess qualitatively if it can conclude whether goodwill is more likely than not impaired. If goodwill is more likely than not impaired, the Company is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. At December 31, 2019 , the Company’s other indefinite-lived intangible assets consist of trademarks, certificates of need, and accreditations. To determine the fair values of its trademarks, the Company uses a relief from royalty income approach. For the Company’s certificates of need and accreditations, the Company performs qualitative assessments. As part of these assessments, the Company evaluates the current business environment, regulatory environment, legal and other company-specific factors. If it is more likely than not that the fair values are less than the carrying values, the Company performs a quantitative impairment test. The Company’s most recent impairment assessments were completed during the fourth quarter of 2019 utilizing information as of October 1, 2019 . The Company did not identify any instances of impairment with respect to goodwill or other indefinite-lived intangible assets as of October 1, 2019 . Finite-lived identifiable intangible assets At December 31, 2019 , the Company’s finite-lived intangible assets consist of customer relationships and non-compete agreements. Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted. If such a pattern cannot be reliably determined, finite-lived intangible assets are amortized on a straight-line basis over their estimated lives. Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 5 – 17 years Non-compete agreements 1 – 15 years The Company reviews the realizability of finite-lived intangible assets whenever events or circumstances occur which indicate recorded amounts may not be recoverable. If the expected undiscounted future cash flows are less than the carrying amount of such assets, the Company recognizes an impairment loss to the extent the carrying amount of the assets exceeds their estimated fair value. Equity Method Investments The Company applies the equity method of accounting for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not possess a controlling financial interest in the investee. Investments of this nature are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed the carrying amount, the investment balance is reduced to zero. The Company resumes accounting for the investment under the equity method if the investee subsequently reports net income and the Company’s share of that net income exceeds the share of the net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company evaluates its equity method investments for impairment when there is evidence or indicators that a loss in value may be other than temporary. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. Deferred tax assets and liabilities are determined on the basis of the differences between the book and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company also recognizes the future tax benefits from net operating loss carryforwards as deferred tax assets. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and reduces those assets using a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Among the factors used to assess the likelihood of realization are projections of future taxable income streams, the expected timing of the reversals of existing temporary differences, and the impact of tax planning strategies that could be implemented to avoid the potential loss of future tax benefits. Reserves for uncertain tax positions are established for exposure items related to various federal and state tax matters. Income tax reserves are recorded when an exposure is identified and when, in the opinion of management, it is more likely than not that a tax position will not be sustained and the amount of the liability can be estimated. Insurance Risk Programs Under a number of the Company’s insurance programs, which include the Company’s employee health insurance, workers’ compensation, and professional malpractice liability insurance programs, the Company is liable for a portion of its losses before it can attempt to recover from the applicable insurance carrier. The Company accrues for losses under an occurrence-based approach whereby the Company estimates the losses that will be incurred in a respective accounting period and accrues that estimated liability using actuarial methods. These programs are monitored quarterly and estimates are revised as necessary to take into account additional information. The Company also records insurance proceeds receivable for liabilities which exceed the Company’s deductibles and self-insured retention limits and are recoverable through its insurance policies. Revenue Recognition Patient Services Revenue Patient services revenue is recognized when obligations under the terms of the contract are satisfied; generally, this occurs as the Company provides healthcare services to its patients, as each service provided is distinct and future services rendered are not dependent on previously rendered services. Patient service revenues are recognized at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients. These amounts are due from third-party payors, including health insurers and government programs; other payors; and patients. Medicare : Medicare is a federal program that provides medical insurance benefits to persons age 65 and over, some disabled persons, and persons with end stage renal disease. Amounts the Company receives for treatment of patients covered by the Medicare program are generally less than the standard billing rates; accordingly, the Company recognizes revenue based on amounts which are payable by Medicare under prospective payment systems and other payment methods. The expected payment is derived based on the level of clinical services provided. Non-Medicare : The Company is reimbursed for healthcare services provided from various other payor sources which include insurance companies, state Medicaid programs, workers’ compensation programs, health maintenance organizations, preferred provider organizations, other managed care companies and employers, as well as patients. The Company is reimbursed by these payors using a variety of payment methodologies and the amounts the Company receives are generally less than its standard billing rates. In the critical illness recovery hospital and rehabilitation hospital segments, the Company recognizes revenue based on known contractual provisions associated with the specific payor or, where the Company has a relatively homogeneous patient population, the Company will monitor individual payor historical reimbursement rates to derive a per diem rate which is used to determine the amount of revenue to be recognized for services rendered. In the outpatient rehabilitation and Concentra segments, the Company recognizes revenue from payors based on known contractual provisions, negotiated amounts, or usual and customary amounts associated with the specific payor or based on the service provided. The Company performs provision testing, using internally developed systems, whereby the Company monitors historical reimbursement rates and compares them against the associated gross charges for the service provided. The percentage of historical reimbursed claims to gross charges is utilized to determine the amount of revenue to be recognized for services rendered. The Company is subject to potential adjustments to net operating revenues in future periods for administrative matters and other price concessions. These adjustments, which are estimated based on an analysis of historical experience by payor source, are accounted for as a constraint to the amount of revenue recognized by the Company in the period services are rendered. Other Revenues The Company recognizes revenue for services provided to healthcare institutions, principally for providing management and employee leasing services, under contractual arrangements with related parties affiliated with the Company and with other non-affiliated healthcare institutions. Revenue is recognized when the obligations under the terms of the contract are satisfied. Revenues from these services are measured as the amount of consideration the Company expects to receive for those services. Recent Accounting Pronouncements Financial Instruments In June 2016, the FASB issued Accounting Standards Update (“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 standard is required to be applied using the modified retrospective approach with a cumulative-effect adjustment to retained earnings, if any, upon adoption. The Company has completed the adoption of the standard as of January 1, 2020. The Company’s primary financial instrument subject to the standard is its accounts receivable derived from contracts with customers. A significant portion of the Company’s accounts receivable is from highly-solvent, creditworthy payors including governmental programs, principally Medicare and Medicaid, and highly-regulated commercial insurers. The Company’s estimate of expected credit losses as of January 1, 2020, using its expected credit loss evaluation processes, resulted in no adjustments to the allowance for credit losses and no cumulative-effect adjustment to retained earnings on the adoption date of the standard. Recently Adopted Accounting Pronouncements Leases The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases as of January 1, 2019. The Company used the modified retrospective approach for leases which existed on that date. Prior comparative periods were not adjusted and continue to be reported in accordance with ASC Topic 840, Leases . The Company elected the package of practical expedients, which permitted the Company not to reassess under ASC Topic 842 the Company’s prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. The adoption of the standard resulted in the recognition of operating lease right-of-use assets of $1,015.0 million and operating lease liabilities of $1,057.0 million at January 1, 2019. The difference between the operating lease right-of-use assets and operating lease liabilities resulted from the reclassification of prepaid rent, deferred rent, unamortized lease incentives, and acquired favorable and unfavorable leasehold interests upon adoption. The Company did not recognize a cumulative-effect adjustment to retained earnings upon adoption. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions U.S. HealthWorks Acquisition On February 1, 2018, Concentra acquired all of the issued and outstanding shares of stock of U.S. HealthWorks, Inc. (“U.S. HealthWorks”), an occupational medicine and urgent care provider, from Dignity Health Holding Corporation (“DHHC”). For the years ended December 31, 2017 and 2018, the Company recognized $2.8 million and $2.9 million of U.S. HealthWorks acquisition costs, respectively, which are included in general and administrative expense. Concentra acquired U.S. HealthWorks for $753.6 million . DHHC, a subsidiary of Dignity Health, was issued a 20.0% equity interest in Concentra Group Holdings Parent, which was valued at $238.0 million . The remainder of the purchase price was paid in cash. Select retained a majority voting interest in Concentra Group Holdings Parent following the closing of the transaction. For the U.S. HealthWorks acquisition, the Company allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values in accordance with the provisions of ASC Topic 805, Business Combinations . During the year ended December 31, 2018, the Company finalized the purchase accounting related to this acquisition. The following table reconciles the fair values of identifiable net assets and goodwill to the consideration given for the acquired business (in thousands): Accounts receivable $ 68,934 Other current assets 10,810 Property and equipment 69,712 Identifiable intangible assets 140,406 Other assets 25,435 Goodwill 540,067 Total assets 855,364 Accounts payable and other current liabilities 49,925 Deferred income taxes and other long-term liabilities 51,851 Total liabilities 101,776 Consideration given $ 753,588 The following table outlines the identifiable intangible assets acquired: Fair Value Weighted Average Amortization Period (in thousands) (in years) Customer relationships $ 135,000 15 years Trademark 5,000 1 year Favorable leasehold interests 406 3 years Identifiable intangible assets $ 140,406 The customer relationships and trademarks are amortized on a straight-line basis over their expected useful lives. Favorable leasehold interests, which are now a component of the operating lease right-of-use assets upon adoption of ASC Topic 842, Leases, are amortized to rent expense over the remaining lease terms at the time of acquisition. Goodwill of $540.1 million was recognized for the business combination. The value of goodwill was derived from U.S. HealthWorks’ future earnings potential and its assembled workforce. Goodwill was assigned to the Concentra reporting unit and is not deductible for tax purposes. However, prior to its acquisition, U.S. HealthWorks completed certain acquisitions that resulted in tax deductible goodwill with a value of $83.1 million , which the Company will deduct through 2032. U.S. HealthWorks contributed net operating revenues of $488.8 million for the year ended December 31, 2018, which is reflected in the Company’s consolidated statement of operations and comprehensive income. Due to the integrated nature of the Company’s operations, the Company believes it is not practicable to separately identify earnings of U.S. HealthWorks on a stand-alone basis. Pro Forma Results The following pro forma unaudited results of operations have been prepared assuming the acquisition of U.S. HealthWorks occurred on January 1, 2017. These results are not necessarily indicative of the results of future operations nor of the results that would have occurred had the acquisition been consummated on the aforementioned date. For the Year Ended December 31, 2017 2018 (in thousands, except per share amounts) Net operating revenues $ 4,903,612 $ 5,128,838 Net income attributable to the Company 170,689 140,488 The Company’s pro forma results were adjusted to recognize $2.9 million of U.S. HealthWorks acquisition costs as of January 1, 2017. These acquisition costs were excluded from the pro forma results for the year ended December 31, 2018. Other Acquisitions The Company made acquisitions consisting of critical illness recovery hospital, rehabilitation hospital, outpatient rehabilitation, and Concentra businesses during the year ended December 31, 2019. The consideration given for these acquired businesses consisted principally of $93.7 million of cash and the issuance of $15.1 million of non-controlling interests. The Company allocated the purchase price of these acquired businesses to assets acquired, principally property and equipment, and liabilities assumed based on their estimated fair values in accordance with the provisions of ASC Topic 805, Business Combinations . The Company recognized goodwill of $33.6 million , $14.3 million , $13.0 million , and $16.1 million in our critical illness recovery hospital, rehabilitation hospital, outpatient rehabilitation, and Concentra reporting units, respectively. These acquired businesses are not material individually or collectively. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities Concentra does not own many of its medical practices, as certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medicine through the direct employment of physicians or from exercising control over medical decisions by physicians. In states which prohibit the corporate practice of medicine, Concentra typically enters into long-term management agreements with professional corporations or associations that are owned by licensed physicians, which, in turn, employ or contract with physicians who provide professional medical services in its occupational health centers. The management agreements have terms that provide for Concentra to conduct, supervise, and manage the day-to-day non-medical operations of the occupational health centers and provide all management and administrative services. Concentra receives a management fee for these services, which is based, in part, on the performance of the professional corporation or association. Additionally, the outstanding voting equity interests of the professional corporations or associations are typically owned by licensed physicians appointed at Concentra’s discretion. Concentra has the ability to direct the transfer of ownership of the professional corporation or association to a new licensed physician at any time. Based on the provisions of these agreements, Concentra has the ability to direct the activities which most significantly impact the performance of these professional corporations and associations and has an obligation to absorb losses or receive benefits which could potentially be significant to the professional corporations and associations. Accordingly, the professional corporations and associations are variable interest entities for which Concentra is the primary beneficiary. As of December 31, 2018 and 2019 , the total assets of Concentra’s variable interest entities were $166.2 million and $178.4 million , respectively, and are principally comprised of accounts receivable. As of December 31, 2018 and 2019 , the total liabilities of Concentra’s variable interest entities were $164.4 million and $176.7 million , respectively, and are principally comprised of accounts payable, accrued expenses, and obligations payable for services received under the aforementioned management agreements. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company has operating and finance leases for its facilities and certain equipment. The Company leases its corporate office space from related parties. The Company’s critical illness recovery hospitals and rehabilitation hospitals generally have lease terms of 10 years with two , five year renewal options. These renewal options vary for hospitals which operate as a hospital within a hospital, or “HIH.” The Company’s outpatient rehabilitation clinics generally have lease terms of five years with two , three to five year renewal options. The Company’s Concentra centers generally have lease terms of 10 years with two , five year renewal options. For the year ended December 31, 2019 , the Company’s total lease cost was as follows (in thousands): For the Year Ended December 31, 2019 Unrelated Parties Related Parties Total Operating lease cost $ 271,799 $ 5,498 $ 277,297 Finance lease cost: Amortization of right-of-use assets 258 — 258 Interest on lease liabilities 812 — 812 Short-term lease cost 2,171 — 2,171 Variable lease cost 43,096 553 43,649 Sublease income (9,822 ) — (9,822 ) Total lease cost $ 308,314 $ 6,051 $ 314,365 For the year ended December 31, 2019 , supplemental cash flow information related to leases was as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 274,095 Operating cash flows for finance leases 777 Financing cash flows for finance leases 225 Right-of-use assets obtained in exchange for lease liabilities: Operating leases (1) 1,275,575 Finance leases 9,102 _______________________________________________________________________________ (1) Includes the right-of-use assets obtained in exchange for lease liabilities of $1,057.0 million which were recognized upon adoption of ASC Topic 842 at January 1, 2019. As of December 31, 2019 , supplemental balance sheet information related to leases was as follows (in thousands): Operating Leases Unrelated Parties Related Parties Total Operating lease right-of-use assets $ 971,382 $ 32,604 $ 1,003,986 Current operating lease liabilities $ 202,506 $ 5,444 $ 207,950 Non-current operating lease liabilities 826,049 26,848 852,897 Total operating lease liabilities $ 1,028,555 $ 32,292 $ 1,060,847 Finance Leases Unrelated Parties Related Parties Total Property and equipment, net $ 4,965 $ — $ 4,965 Current portion of long-term debt and notes payable $ 195 $ — $ 195 Long-term debt, net of current portion 13,088 — 13,088 Total finance lease liabilities $ 13,283 $ — $ 13,283 As of December 31, 2019 , the weighted average remaining lease terms and discount rates were as follows: Weighted average remaining lease term (in years): Operating leases 8.0 Finance leases 34.4 Weighted average discount rate: Operating leases 5.9 % Finance leases 7.3 % As of December 31, 2019 , maturities of lease liabilities were approximately as follows (in thousands): Operating Leases Finance Leases Total 2020 $ 263,085 $ 1,182 $ 264,267 2021 227,202 1,193 228,395 2022 187,053 1,203 188,256 2023 143,878 1,214 145,092 2024 110,835 1,225 112,060 Thereafter 483,162 30,404 513,566 Total undiscounted cash flows 1,415,215 36,421 1,451,636 Less: Imputed interest 354,368 23,138 377,506 Total discounted lease liabilities $ 1,060,847 $ 13,283 $ 1,074,130 As of December 31, 2018, the Company’s future minimum lease obligations on long-term, non-cancelable operating leases were approximately as follows (in thousands): 2019 $ 267,846 2020 231,711 2021 193,155 2022 150,155 2023 107,759 Thereafter 484,038 $ 1,434,664 For the years ended December 31, 2017 and 2018 , the Company’s rent expense for facility and equipment operating leases, including cancelable leases, was $267.4 million and $307.8 million , respectively. The Company made payments to related parties for office rent, leasehold improvements, and miscellaneous expenses of $6.2 million and $6.3 million for the years ended December 31, 2017 and 2018 , respectively. |
Leases | Leases The Company has operating and finance leases for its facilities and certain equipment. The Company leases its corporate office space from related parties. The Company’s critical illness recovery hospitals and rehabilitation hospitals generally have lease terms of 10 years with two , five year renewal options. These renewal options vary for hospitals which operate as a hospital within a hospital, or “HIH.” The Company’s outpatient rehabilitation clinics generally have lease terms of five years with two , three to five year renewal options. The Company’s Concentra centers generally have lease terms of 10 years with two , five year renewal options. For the year ended December 31, 2019 , the Company’s total lease cost was as follows (in thousands): For the Year Ended December 31, 2019 Unrelated Parties Related Parties Total Operating lease cost $ 271,799 $ 5,498 $ 277,297 Finance lease cost: Amortization of right-of-use assets 258 — 258 Interest on lease liabilities 812 — 812 Short-term lease cost 2,171 — 2,171 Variable lease cost 43,096 553 43,649 Sublease income (9,822 ) — (9,822 ) Total lease cost $ 308,314 $ 6,051 $ 314,365 For the year ended December 31, 2019 , supplemental cash flow information related to leases was as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 274,095 Operating cash flows for finance leases 777 Financing cash flows for finance leases 225 Right-of-use assets obtained in exchange for lease liabilities: Operating leases (1) 1,275,575 Finance leases 9,102 _______________________________________________________________________________ (1) Includes the right-of-use assets obtained in exchange for lease liabilities of $1,057.0 million which were recognized upon adoption of ASC Topic 842 at January 1, 2019. As of December 31, 2019 , supplemental balance sheet information related to leases was as follows (in thousands): Operating Leases Unrelated Parties Related Parties Total Operating lease right-of-use assets $ 971,382 $ 32,604 $ 1,003,986 Current operating lease liabilities $ 202,506 $ 5,444 $ 207,950 Non-current operating lease liabilities 826,049 26,848 852,897 Total operating lease liabilities $ 1,028,555 $ 32,292 $ 1,060,847 Finance Leases Unrelated Parties Related Parties Total Property and equipment, net $ 4,965 $ — $ 4,965 Current portion of long-term debt and notes payable $ 195 $ — $ 195 Long-term debt, net of current portion 13,088 — 13,088 Total finance lease liabilities $ 13,283 $ — $ 13,283 As of December 31, 2019 , the weighted average remaining lease terms and discount rates were as follows: Weighted average remaining lease term (in years): Operating leases 8.0 Finance leases 34.4 Weighted average discount rate: Operating leases 5.9 % Finance leases 7.3 % As of December 31, 2019 , maturities of lease liabilities were approximately as follows (in thousands): Operating Leases Finance Leases Total 2020 $ 263,085 $ 1,182 $ 264,267 2021 227,202 1,193 228,395 2022 187,053 1,203 188,256 2023 143,878 1,214 145,092 2024 110,835 1,225 112,060 Thereafter 483,162 30,404 513,566 Total undiscounted cash flows 1,415,215 36,421 1,451,636 Less: Imputed interest 354,368 23,138 377,506 Total discounted lease liabilities $ 1,060,847 $ 13,283 $ 1,074,130 As of December 31, 2018, the Company’s future minimum lease obligations on long-term, non-cancelable operating leases were approximately as follows (in thousands): 2019 $ 267,846 2020 231,711 2021 193,155 2022 150,155 2023 107,759 Thereafter 484,038 $ 1,434,664 For the years ended December 31, 2017 and 2018 , the Company’s rent expense for facility and equipment operating leases, including cancelable leases, was $267.4 million and $307.8 million , respectively. The Company made payments to related parties for office rent, leasehold improvements, and miscellaneous expenses of $6.2 million and $6.3 million for the years ended December 31, 2017 and 2018 , respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The Company’s property and equipment consists of the following: December 31, 2018 2019 (in thousands) Land $ 87,358 $ 95,549 Leasehold improvements 498,520 543,934 Buildings 481,375 553,701 Furniture and equipment 609,805 670,050 Construction-in-progress 67,333 52,467 Total property and equipment 1,744,391 1,915,701 Accumulated depreciation (764,581 ) (917,295 ) Property and equipment, net $ 979,810 $ 998,406 Depreciation expense was $142.6 million , $171.7 million , and $182.9 million for the years ended December 31, 2017 , 2018 , and 2019 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
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, 2018 and 2019 : Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Total (in thousands) Balance as of January 1, 2018 $ 1,045,220 $ 415,528 $ 647,522 $ 674,542 $ 2,782,812 Acquired — 1,118 4,309 537,424 542,851 Measurement period adjustment — — — 4,472 4,472 Sold — — (9,409 ) — (9,409 ) Balance as of December 31, 2018 1,045,220 416,646 642,422 1,216,438 3,320,726 Acquired 33,149 14,254 12,970 18,299 78,672 Measurement period adjustment 435 — — (2,249 ) (1,814 ) Sold — — (5,629 ) — (5,629 ) Balance as of December 31, 2019 $ 1,078,804 $ 430,900 $ 649,763 $ 1,232,488 $ 3,391,955 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, 2018 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Indefinite-lived intangible assets: Trademarks $ 166,698 $ — $ 166,698 $ 166,698 $ — $ 166,698 Certificates of need 19,174 — 19,174 17,157 — 17,157 Accreditations 1,857 — 1,857 1,874 — 1,874 Finite-lived intangible assets: Trademarks 5,000 (4,583 ) 417 5,000 (5,000 ) — Customer relationships 280,710 (61,900 ) 218,810 287,373 (87,346 ) 200,027 Favorable leasehold interests (1) 13,553 (6,064 ) 7,489 — — — Non-compete agreements 29,400 (6,152 ) 23,248 32,114 (8,802 ) 23,312 Total identifiable intangible assets $ 516,392 $ (78,699 ) $ 437,693 $ 510,216 $ (101,148 ) $ 409,068 _______________________________________________________________________________ (1) Favorable leasehold interests are a component of the operating lease right-of-use assets upon adoption of ASC Topic 842, Leases . The Company’s accreditations and trademarks have renewal terms and the costs to renew these intangible assets are expensed as incurred. At December 31, 2019 , the accreditations and trademarks have a weighted average time until next renewal of 1.5 years and 7.2 years , respectively. The Company’s finite-lived intangible assets amortize over their estimated useful lives. Amortization expense was $17.4 million , $29.9 million , and $29.6 million for the years ended December 31, 2017 , 2018 , and 2019 , respectively. Estimated amortization expense of the Company’s finite-lived intangible assets for each of the five succeeding years is as follows: 2020 2021 2022 2023 2024 (in thousands) Amortization expense $ 26,943 $ 26,624 $ 26,295 $ 26,019 $ 18,057 |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2019 | |
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 $146.9 million and $230.7 million are presented as part of other assets on the consolidated balance sheets as of December 31, 2018 and 2019 , respectively. At December 31, 2019 , these businesses consist primarily of the following ownership interests: BIR JV, LLP 49.0 % OHRH, LLC 49.0 % GlobalRehab—Scottsdale, LLC 49.0 % Rehabilitation Institute of Denton, LLC 50.0 % ES Rehabilitation, LLC 49.0 % Coastal Virginia Rehabilitation, LLC 49.0 % BHSM Rehabilitation, LLC 49.0 % Vibra Hospital of San Diego, LLC 39.0 % The Company provides contracted services, principally employee leasing services, and charges management fees to related parties affiliated through its equity method investments. Net operating revenues generated from contracted services provided and management fees charged to related parties affiliated through the Company’s equity method investments were $178.1 million , $216.9 million , and $308.2 million for the years ended December 31, 2017 , 2018 , and 2019 , respectively. The Company had receivables from related parties affiliated through its equity method investments of $8.7 million and $11.5 million , which are included as part of other current assets and other assets on the consolidated balance sheet, respectively, as of December 31, 2018. The Company has related party receivables of $5.7 million and $28.7 million which are included as part of other current assets and other assets on the consolidated balance sheet, respectively, as of December 31, 2019. The Company had liabilities to related parties affiliated through the Company’s equity method investments of $15.1 million and $31.2 million , which are included as part of accrued other on the consolidated balance sheets, as of December 31, 2018 and 2019, respectively. Summarized combined financial information of the entities in which the Company has a minority ownership interest is as follows: December 31, 2018 2019 (in thousands) Current assets $ 125,435 $ 178,674 Non-current assets 118,270 317,332 Total assets $ 243,705 $ 496,006 Current liabilities $ 43,792 $ 107,400 Non-current liabilities 16,338 127,976 Equity 183,575 260,630 Total liabilities and equity $ 243,705 $ 496,006 For the Year Ended December 31, 2017 2018 2019 (in thousands) Revenues $ 336,349 $ 393,034 $ 536,464 Cost of services and other operating expenses 289,224 342,603 476,182 Net income 45,648 48,535 58,519 |
Insurance Risk Programs
Insurance Risk Programs | 12 Months Ended |
Dec. 31, 2019 | |
Insurance [Abstract] | |
Insurance Risk Programs | Insurance Risk Programs Under a number of the Company’s insurance programs, which include the Company’s employee health insurance, workers’ compensation, and professional malpractice liability insurance programs, the Company is liable for a portion of its losses before it can attempt to recover from the applicable insurance carrier. The Company accrues for losses under an occurrence-based approach whereby the Company estimates the losses that will be incurred in a respective accounting period and accrues that estimated liability using actuarial methods. At December 31, 2018 and 2019 , provisions for losses for professional liability risks retained by the Company have been discounted at 3% . The Company recorded a liability of $175.2 million and $157.1 million related to these programs at December 31, 2018 and 2019 , 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 $180.7 million and $162.0 million at December 31, 2018 and 2019 , respectively. At December 31, 2018 and 2019 , the Company recorded insurance proceeds receivable of $32.4 million and $15.5 million , respectively, for liabilities which exceeded its deductibles and self-insured retention limits and are recoverable through its insurance policies. |
Long-Term Debt and Notes Payabl
Long-Term Debt and Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
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 Inc. because the Concentra-JPM credit facilities are non-recourse to Holdings and Select. As of December 31, 2019 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Carrying Value Fair Value Select 6.250% senior notes $ 1,225,000 $ 39,988 $ (19,944 ) $ 1,245,044 $ 1,322,020 Select credit facilities: Select term loan 2,143,280 (10,411 ) (11,348 ) 2,121,521 2,145,959 Other debt, including finance leases 78,941 — (396 ) 78,545 78,545 Total debt $ 3,447,221 $ 29,577 $ (31,688 ) $ 3,445,110 $ 3,546,524 Principal maturities of the Company’s long-term debt and notes payable are approximately as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Total Select 6.250% senior notes $ — $ — $ — $ — $ — $ 1,225,000 $ 1,225,000 Select credit facilities: Select term loan 11,150 11,150 11,150 11,150 11,150 2,087,530 2,143,280 Other debt, including finance leases 14,017 7,255 18,715 3,364 23,550 12,040 78,941 Total debt $ 25,167 $ 18,405 $ 29,865 $ 14,514 $ 34,700 $ 3,324,570 $ 3,447,221 As of December 31, 2018 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value Fair Value Select 6.375% senior notes $ 710,000 $ 550 $ (4,642 ) $ 705,908 $ 706,450 Select credit facilities: Select revolving facility 20,000 — — 20,000 18,400 Select term loan 1,129,875 (9,690 ) (9,321 ) 1,110,864 1,076,206 Concentra-JPM credit facilities: Concentra term loans 1,414,175 (2,765 ) (18,648 ) 1,392,762 1,357,802 Other debt, including finance leases 64,331 — (484 ) 63,847 63,847 Total debt $ 3,338,381 $ (11,905 ) $ (33,095 ) $ 3,293,381 $ 3,222,705 Select Credit Facilities On March 6, 2017, Select entered into a senior secured credit agreement (the “Select credit agreement”) that provided for $1.6 billion in senior secured credit facilities comprised of a $1.15 billion term loan (the “Select term loan”) and a $450.0 million 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. On August 1, 2019, Select entered into Amendment No. 3 to the Select credit agreement. Among other things, Amendment No. 3 (i) provided for an additional $500.0 million in term loans that, along with the existing term loans, have a maturity date of March 6, 2025, (ii) extended the maturity date of the Select revolving facility from March 6, 2022 to March 6, 2024, and (iii) increased the total net leverage ratio permitted under the provisions of the Select revolving facility. On December 10, 2019, Select entered into Amendment No. 4 to the Select credit agreement. Among other things, Amendment No. 4 provided for an additional $615.0 million in term loans that, along with the existing term loans, have a maturity date of March 6, 2025. The interest rate on the Select term loan is equal to the Adjusted LIBO Rate (as defined in the Select credit agreement) plus a percentage ranging from 2.25% to 2.50% , or the Alternate Base Rate (as defined in the Select credit agreement) plus a percentage ranging from 1.25% to 1.50% , in each case subject to a specified leverage ratio. The interest rate on the loans outstanding under the Select revolving facility is equal to the Adjusted LIBO Rate plus a percentage ranging from 2.25% to 2.50% , or the Alternate Base Rate plus a percentage ranging from 1.25% to 1.50% , in each case subject to a specified leverage ratio. The Select revolving facility requires Select to maintain a leverage ratio, as specified in the Select credit agreement, not to exceed 7.00 to 1.00 . As of December 31, 2019 , Select’s leverage ratio was 4.31 to 1.00 . Borrowings under the Select credit facilities are guaranteed by Holdings and substantially all of Select’s current domestic subsidiaries, other than certain non-guarantor subsidiaries including Concentra and its 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, other than certain non-guarantor subsidiaries including Concentra and its subsidiaries, and up to 65% of the capital stock of Select’s foreign subsidiaries held directly by Select or a domestic subsidiary. At December 31, 2019 , Select had $411.7 million of availability under the Select revolving facility after giving effect to $38.3 million of outstanding letters of credit. The Select revolving facility is due March 6, 2024. As of December 31, 2019 , the applicable interest rate for the Select term loan was the Adjusted LIBO Rate plus 2.50% or the Alternate Base Rate plus 1.50% . The applicable interest rate for the Select revolving facility was the Adjusted LIBO Rate plus 2.50% or the Alternate Base Rate plus 1.50% . Prepayment of Borrowings Select will be required to prepay borrowings under the Select credit facilities with (i) 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) the net cash proceeds received from the issuance of debt obligations other than certain permitted debt obligations, and (iii) a percentage of excess cash flow (as defined in the Select credit agreement) based on Select’s leverage ratio, as specified in the Select credit agreement. For the year ended December 31, 2019 , the Select credit agreement will require a prepayment of borrowings of 25% of excess cash flow. This will result in a prepayment of approximately $40.0 million . The Company expects to have the borrowing capacity and intends to use borrowings under the Select revolving facility, which has a maturity date of March 6, 2024, to make all or a portion of the required prepayment during the quarter ended March 31, 2020; accordingly, the prepayment is reflected in long-term debt, net of current portion on the consolidated balance sheet as of December 31, 2019 . Upon prepayment, Select will not be required to make the quarterly amortization payments on the Select term loan, as specified in the Select credit agreement, until September 30, 2023. For the year ended December 31, 2018 , the Select credit agreement required a prepayment of borrowings of approximately $98.8 million as a result of excess cash flow. The prepayment was made in February 2019. The Company was no t required to make a prepayment of borrowings as a result of excess cash flow for the year ended December 31, 2017 . Select 6.250% Senior Notes On August 1, 2019, Select issued and sold $550.0 million aggregate principal amount of 6.250% senior notes due August 15, 2026. Select used a portion of the net proceeds of the 6.250% senior notes, together with a portion of the proceeds from the incremental term loan borrowings under the Select credit facilities received on August 1, 2019 (as described above), in part to (i) redeem in full the $710.0 million aggregate principal amount of the 6.375% senior notes at the redemption price of 100.0% of the principal amount plus accrued and unpaid interest on August 30, 2019, (ii) repay in full the outstanding borrowings under the Select revolving facility, and (iii) pay related fees and expenses associated with the financing. On December 10, 2019, Select issued and sold $675.0 million aggregate principal amount of 6.250% senior notes, due August 15, 2026, as additional notes under the indenture pursuant to which it previously issued $550.0 million aggregate principal amount of senior notes. The additional senior notes were issued at 106.00% of the aggregate principal amount. Interest on the senior notes accrues at the rate of 6.250% per annum and is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. The senior notes are Select’s senior unsecured obligations which are subordinated to all of Select’s existing and future secured indebtedness, including the Select credit facilities. The senior notes rank equally in right of payment with all of Select’s other existing and future senior unsecured indebtedness and senior in right of payment to all of Select’s existing and future subordinated indebtedness. The senior notes are unconditionally guaranteed on a joint and several basis by each of Select’s direct or indirect existing and future domestic restricted subsidiaries, other than certain non-guarantor subsidiaries, including Concentra and its subsidiaries. Prior to August 15, 2022, Select may redeem some or all of the senior notes by paying a “make-whole” premium. On or after August 15, 2022, Select may redeem some or all of the senior notes at specified redemption prices. In addition, prior to August 15, 2022, Select may redeem up to 40% of the principal amount of the senior notes with the net proceeds of certain equity offerings at a price of 106.250% plus accrued and unpaid interest, if any. Select is obligated to offer to repurchase the senior notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, as a result of certain change of control events. These restrictions and prohibitions are subject to certain qualifications and exceptions. Concentra-JPM Credit Facilities On June 1, 2015, Concentra Inc. entered into a first lien credit agreement (the “Concentra-JPM first lien credit agreement”) that provided for first lien term loans (the “Concentra-JPM first lien term loan”) and a revolving credit facility (the “Concentra-JPM revolving facility” and, together with the Concentra-JPM first lien term loan, the “Concentra-JPM credit facilities”). On April 8, 2019, Concentra Inc. entered into Amendment No. 5 to the Concentra-JPM first lien credit agreement. Among other things, Amendment No. 5 (i) extended the maturity date of the Concentra-JPM revolving facility from June 1, 2020 to June 1, 2021 and (ii) increased the aggregate commitments available under the Concentra-JPM revolving facility from $75.0 million to $100.0 million . On September 20, 2019, Concentra Inc. entered into Amendment No. 6 to the Concentra-JPM first lien credit agreement. Among other things, Amendment No. 6 (i) provided for an additional $100.0 million in term loans that, along with the existing first lien term loans, had a maturity date of June 1, 2022 and (ii) extended the maturity date of the Concentra-JPM revolving facility from June 1, 2021 to March 1, 2022. Concentra Inc. used the incremental borrowings under the Concentra-JPM first lien credit agreement to prepay in full the $240.0 million term loan outstanding under Concentra Inc. ’s then-outstanding second lien credit agreement, plus a prepayment premium equal to 1.00% of the principal amount prepaid, on September 20, 2019. On December 10, 2019, Concentra Inc. repaid in full the $1,240.3 million Concentra-JPM first lien term loan outstanding under the Concentra-JPM first lien credit agreement. Concentra Inc. continues to have availability of up to $100.0 million under the Concentra-JPM revolving facility, which matures March 1, 2022. The interest rate on the loans outstanding under the Concentra-JPM revolving facility is equal to the Adjusted LIBO Rate (as defined in the Concentra-JPM first lien credit agreement) plus a percentage ranging from 2.25% to 2.50% , or the Alternate Base Rate (as defined in the Concentra-JPM first lien credit agreement) plus a percentage ranging from 1.25% to 1.50% , in each case subject to a first lien net leverage ratio, as specified in the Concentra-JPM first lien credit agreement. The Concentra-JPM first lien credit agreement requires Concentra Inc. to maintain a leverage ratio, as specified in the Concentra-JPM first lien credit agreement, of 5.75 to 1.00 which is tested quarterly, but only if Revolving Exposure (as defined in the Concentra-JPM first lien credit agreement) exceeds 30% of Revolving Commitments (as defined in the Concentra-JPM first lien credit agreement) on such day. The borrowings under the Concentra-JPM first lien credit agreement are guaranteed, on a first lien basis by Concentra Holdings, Inc., Concentra Inc., and certain domestic subsidiaries of Concentra Inc. (subject, in each case, to permitted liens). These borrowings will also be guaranteed by certain of Concentra Inc.’s future domestic subsidiaries. The borrowings are secured by substantially all of Concentra Inc.’s and its domestic subsidiaries’ existing and future property and assets and by a pledge of Concentra Inc.’s capital stock, the capital stock of certain of Concentra Inc.’s domestic subsidiaries and up to 65% of the voting capital stock and 100% of the non-voting capital stock of Concentra Inc.’s foreign subsidiaries, if any. At December 31, 2019 , Concentra Inc. had $85.7 million of availability under the Concentra-JPM revolving facility after giving effect to $14.3 million of outstanding letters of credit. At December 31, 2019 , the applicable interest rate for the Concentra-JPM revolving facility was the Adjusted LIBO Rate plus 2.50% or the Alternate Base Rate plus 1.50% . The Concentra-JPM revolving facility matures on March 1, 2022. Prepayment of Borrowings For the year ended December 31, 2018 , the Concentra-JPM first lien credit agreement required a prepayment of borrowings of $33.9 million as a result of excess cash flow. The prepayment was made in February 2019. Concentra Inc. was no t required to make a prepayment of borrowings as a result of excess cash flow from the year ended December 31, 2017 . Fair Value The Company considers the inputs in the valuation process to be Level 2 in the fair value hierarchy for its senior notes and the Select and Concentra-JPM 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 and Concentra-JPM credit facilities were based on quoted market prices for this debt in the syndicated loan market. The fair value of the 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, 2017, the Company refinanced the Select credit facilities which resulted in a loss on early retirement of debt of $19.7 million . The loss on early retirement of debt consisted of $6.5 million of debt extinguishment losses and $13.2 million of debt modification losses. During the year ended December 31, 2018, the Company refinanced the Select and Concentra-JPM credit facilities which resulted in losses on early retirement of debt of $14.2 million . The losses on early retirement of debt consisted of $3.0 million of debt extinguishment losses and $11.2 million of debt modification losses. During the year ended December 31, 2019, the Company refinanced its senior notes and the Select and Concentra-JPM credit facilities which resulted in losses on early retirement of debt of $38.1 million . The losses on early retirement of debt consisted of $22.1 million of debt extinguishment losses and $16.0 million of debt modification losses. |
Stock Repurchase Program
Stock Repurchase Program | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stock Repurchase Program | 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, 2020, and will remain in effect until then, unless further extended or earlier terminated by the board of directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Holdings deems appropriate. Holdings is funding this program with cash on hand and borrowings under the Select revolving facility. Holdings did no t repurchase shares under the common stock repurchase program during the years ended December 31, 2017 and 2018 . During the year ended December 31, 2019, Holdings repurchased 2,165,221 shares at a cost of approximately $33.2 million . The common stock repurchase program has available capacity of $152.1 million as of December 31, 2019 . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company identifies its segments according to how the chief operating decision maker evaluates financial performance and allocates resources. The Company’s reportable segments consist of the critical illness recovery hospital segment, rehabilitation hospital segment, outpatient rehabilitation segment, and Concentra segment. Other activities include the Company’s corporate shared services, certain investments, and employee leasing services provided to related parties affiliated through the Company’s equity method investments. 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. For the years ended December 31, 2017 , 2018 , and 2019 , 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 U.S. HealthWorks, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries. The Company has provided additional information regarding its reportable segments, such as total assets, which contributes to the understanding of the Company and provides useful information to the users of the consolidated financial statements. The following tables summarize selected financial data for the Company’s reportable segments. For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Net operating revenues (1) $ 1,725,022 $ 509,108 $ 960,902 $ 1,013,224 $ 156,989 $ 4,365,245 Adjusted EBITDA 252,679 90,041 132,533 157,561 (94,822 ) 537,992 Total assets 1,848,783 868,517 954,661 1,340,919 114,286 5,127,166 Capital expenditures 49,720 96,477 27,721 28,912 30,413 233,243 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (2) Other Total (in thousands) Net operating revenues (1) $ 1,753,584 $ 583,745 $ 995,794 $ 1,557,673 $ 190,462 $ 5,081,258 Adjusted EBITDA 243,015 108,927 142,005 251,977 (100,769 ) 645,155 Total assets 1,771,605 894,192 1,002,819 2,178,868 116,781 5,964,265 Capital expenditures 40,855 42,389 30,553 42,205 11,279 167,281 For the Year Ended December 31, 2019 Critical Illness Recovery Hospitals Rehabilitation Hospitals Outpatient Rehabilitation Concentra Other Total (in thousands) Net operating revenues $ 1,836,518 $ 670,971 $ 1,046,011 $ 1,628,817 $ 271,605 $ 5,453,922 Adjusted EBITDA 254,868 135,857 151,831 276,482 (108,130 ) 710,908 Total assets 2,099,833 1,127,028 1,289,190 2,372,187 452,050 7,340,288 Capital expenditures 45,573 27,216 33,628 44,101 6,608 157,126 A reconciliation of Adjusted EBITDA to income before income taxes is as follows: For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Adjusted EBITDA $ 252,679 $ 90,041 $ 132,533 $ 157,561 $ (94,822 ) Depreciation and amortization (45,743 ) (20,176 ) (24,607 ) (61,945 ) (7,540 ) Stock compensation expense — — — (993 ) (18,291 ) U.S. HealthWorks acquisition costs — — — (2,819 ) — Income (loss) from operations $ 206,936 $ 69,865 $ 107,926 $ 91,804 $ (120,653 ) $ 355,878 Loss on early retirement of debt (19,719 ) Equity in earnings of unconsolidated subsidiaries 21,054 Loss on sale of businesses (49 ) Interest expense (154,703 ) Income before income taxes $ 202,461 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (2) Other Total (in thousands) Adjusted EBITDA $ 243,015 $ 108,927 $ 142,005 $ 251,977 $ (100,769 ) Depreciation and amortization (45,797 ) (24,101 ) (27,195 ) (95,521 ) (9,041 ) Stock compensation expense — — — (2,883 ) (20,443 ) U.S. HealthWorks acquisition costs — — — (2,895 ) — Income (loss) from operations $ 197,218 $ 84,826 $ 114,810 $ 150,678 $ (130,253 ) $ 417,279 Loss on early retirement of debt (14,155 ) Equity in earnings of unconsolidated subsidiaries 21,905 Gain on sale of businesses 9,016 Interest expense (198,493 ) Income before income taxes $ 235,552 For the Year Ended December 31, 2019 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Adjusted EBITDA $ 254,868 $ 135,857 $ 151,831 $ 276,482 $ (108,130 ) Depreciation and amortization (50,763 ) (27,322 ) (28,301 ) (96,807 ) (9,383 ) Stock compensation expense — — — (3,069 ) (23,382 ) Income (loss) from operations $ 204,105 $ 108,535 $ 123,530 $ 176,606 $ (140,895 ) $ 471,881 Loss on early retirement of debt (38,083 ) Equity in earnings of unconsolidated subsidiaries 24,989 Gain on sale of businesses 6,532 Interest expense (200,570 ) Income before income taxes $ 264,749 _______________________________________________________________________________ (1) Prior to 2019, the financial results of employee leasing services provided to related parties affiliated through the Company’s equity method investments were included with the Company’s reportable segments. These results are now reported as part of the Company’s other activities. For the years ended December 31, 2017 and 2018, net operating revenues were conformed to reflect the current presentation. (2) The Concentra segment includes the operating results of U.S. HealthWorks beginning February 1, 2018. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The following tables disaggregate the Company’s net operating revenues: For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Patient service revenues: Medicare $ 903,503 $ 259,221 $ 148,403 $ 2,128 $ — $ 1,313,255 Non-Medicare 810,723 207,196 739,531 1,002,787 — 2,760,237 Total patient services revenues 1,714,226 466,417 887,934 1,004,915 — 4,073,492 Other revenues 10,796 42,691 72,968 8,309 156,989 291,753 Total net operating revenues $ 1,725,022 $ 509,108 $ 960,902 $ 1,013,224 $ 156,989 $ 4,365,245 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Patient service revenues: Medicare $ 893,429 $ 293,913 $ 161,054 $ 2,168 $ — $ 1,350,564 Non-Medicare 847,447 254,215 762,247 1,545,852 — 3,409,761 Total patient services revenues 1,740,876 548,128 923,301 1,548,020 — 4,760,325 Other revenues 12,708 35,617 72,493 9,653 190,462 320,933 Total net operating revenues $ 1,753,584 $ 583,745 $ 995,794 $ 1,557,673 $ 190,462 $ 5,081,258 For the Year Ended December 31, 2019 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Patient service revenues: Medicare $ 907,963 $ 332,514 $ 171,690 $ 1,965 $ — $ 1,414,132 Non-Medicare 916,650 300,113 794,288 1,615,529 — 3,626,580 Total patient services revenues 1,824,613 632,627 965,978 1,617,494 — 5,040,712 Other revenues 11,905 38,344 80,033 11,323 271,605 413,210 Total net operating revenues $ 1,836,518 $ 670,971 $ 1,046,011 $ 1,628,817 $ 271,605 $ 5,453,922 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Holdings’ equity incentive plan provides for the issuance of stock options and restricted stock awards. The equity plan allows for the issuance of 7,735,628 awards, as adjusted for forfeited restricted stock and stock options awards through December 31, 2019 . As of December 31, 2019 , Holdings has capacity to issue 1,727,405 restricted stock and stock option awards under the equity plan. The equity plan allows for authorized but previously unissued shares or shares previously issued and outstanding and reacquired by Holdings to satisfy these awards. 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. Restricted stock awards are valued by using the closing market price of its stock on the date of grant. These restricted stock awards generally vest over three to four years . Stock options are valued using the Black-Scholes option-pricing model. Forfeitures are recognized as they occur. Transactions related to restricted stock awards are as follows: Shares Weighted Average Grant Date Fair Value (share amounts in thousands) Unvested balance, January 1, 2019 4,450 $ 15.68 Granted 1,500 16.60 Vested (1,300 ) 11.97 Forfeited (43 ) 16.09 Unvested balance, December 31, 2019 4,607 $ 17.03 For the years ended December 31, 2017 , 2018 , and 2019 , the weighted average grant date fair values of restricted stock awards granted were $15.84 , $19.72 , and $16.60 , respectively. For the years ended December 31, 2017 , 2018 , and 2019 , the fair values of restricted stock awards vested were $17.1 million , $19.1 million , and $15.6 million , respectively. As of December 31, 2019 , the Company did not have any stock options outstanding or exercisable. There were no options granted or canceled during the year ended December 31, 2019 . During the year ended December 31, 2019 , 105,000 options were exercised, which had a weighted average exercise price of $9.18 . For the years ended December 31, 2017 , 2018 , and 2019 , the intrinsic values of options exercised were $1.6 million , $1.8 million , and $0.7 million , respectively. Stock compensation expense recognized by the Company was as follows: For the Year Ended December 31, 2017 2018 2019 (in thousands) Stock compensation expense: Included in general and administrative $ 15,706 $ 17,604 $ 20,334 Included in cost of services 3,578 5,722 6,117 Total $ 19,284 $ 23,326 $ 26,451 Stock compensation expense based on current stock-based awards for each of the next five years is estimated to be as follows: 2020 2021 2022 2023 2024 (in thousands) Stock compensation expense $ 24,381 $ 16,031 $ 8,117 $ 1,267 $ 19 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company’s income tax expense for the years ended December 31, 2017 , 2018 , and 2019 were as follows: For the Year Ended December 31, 2017 2018 2019 (in thousands) Current income tax expense: Federal $ 45,809 $ 36,072 $ 55,822 State and local 8,331 15,321 15,331 Total current income tax expense 54,140 51,393 71,153 Deferred income tax expense (benefit) (72,324 ) 7,217 (7,435 ) Total income tax expense (benefit) $ (18,184 ) $ 58,610 $ 63,718 Reconciliations of the statutory federal income tax rate to the effective income tax rate are as follows: For the Year Ended December 31, 2017 2018 2019 Federal income tax at statutory rate 35.0 % 21.0 % 21.0 % State and local income taxes, less federal income tax benefit 3.7 5.0 4.2 Permanent differences 1.7 2.1 1.7 Valuation allowance (7.3 ) 0.5 0.5 Uncertain tax positions (0.6 ) (0.8 ) (0.1 ) Non-controlling interest 0.5 (2.1 ) (2.9 ) Stock-based compensation (1.3 ) (2.2 ) (0.7 ) Deferred income taxes - state income tax rate adjustment (2.8 ) 0.4 0.8 Deferred income taxes - tax legislation rate adjustment (37.5 ) — — Other (0.4 ) 1.0 (0.4 ) Effective income tax rate (9.0 )% 24.9 % 24.1 % The Company’s deferred tax assets and liabilities are as follows: December 31, 2018 2019 (in thousands) Deferred tax assets Allowance for doubtful accounts $ 10,313 $ 13,097 Compensation and benefit-related accruals 51,900 55,300 Professional malpractice liability insurance 13,644 13,753 Deferred revenue 209 274 Federal and state net operating loss and state tax credit carryforwards 40,163 38,933 Interest limitation carryforward 4,675 4,943 Stock awards 5,695 6,251 Equity investments 2,055 2,914 Operating lease liabilities — 267,513 Other 3,271 2,344 Deferred tax assets $ 131,925 $ 405,322 Valuation allowance (17,893 ) (18,461 ) Deferred tax assets, net of valuation allowance $ 114,032 $ 386,861 Deferred tax liabilities Deferred income $ (13,891 ) $ (9,190 ) Investment in unconsolidated affiliates (5,653 ) (7,498 ) Depreciation and amortization (217,950 ) (225,079 ) Deferred financing costs (8,324 ) (6,250 ) Operating lease right-of-use assets — (263,818 ) Other (3,488 ) (3,546 ) Deferred tax liabilities $ (249,306 ) $ (515,381 ) Deferred tax liabilities, net of deferred tax assets $ (135,274 ) $ (128,520 ) The Company’s deferred tax assets and liabilities are included in the consolidated balance sheet captions as follows: December 31, 2018 2019 (in thousands) Other assets $ 18,621 $ 19,738 Non-current deferred tax liability (153,895 ) (148,258 ) $ (135,274 ) $ (128,520 ) As of December 31, 2018 and 2019 , the Company’s valuation allowance is primarily attributable to the uncertainty regarding the realization of state net operating losses and other net deferred tax assets of loss entities. The state net deferred tax assets have a full valuation allowance recorded for entities that have a cumulative history of pre-tax losses (current year in addition to the two prior years). For the year ended December 31, 2018, the Company recorded a net valuation allowance increase of $4.9 million . This increase was comprised of a $3.9 million valuation allowance recognized on net operating losses acquired and recorded as part of U.S. HealthWorks’ opening balance sheet, and a $1.0 million valuation allowance recognized as a result of a net change in state net operating losses for the year ended December 31, 2018. For the year ended December 31, 2019, the Company recorded a net valuation allowance increase of $0.6 million which was the result of a net change in state net operating losses. The changes in the Company’s valuation allowance were recognized as a result of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized. At December 31, 2018 and 2019 , the Company’s net deferred tax liabilities of approximately $135.3 million and $128.5 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. The Company has performed an assessment of positive and negative evidence regarding the realization of the net deferred tax assets. This assessment included a review of legal entities with three years of cumulative losses, estimates of projected future taxable income, the effects on future taxable income resulting from the reversal of existing deferred tax liabilities in future periods, and the impact of tax planning strategies that management would and could implement in order to keep deferred tax assets from expiring unused. Although realization is not assured, based on the Company’s assessment, it has concluded that it is more likely than not that such assets, net of the determined valuation allowance, will be realized. The total state net operating losses are approximately $719.6 million . State net operating loss carryforwards expire and are subject to valuation allowances as follows: State Net Operating Losses Gross Valuation Allowance (in thousands) 2020 $ 17,297 $ 14,100 2021 11,772 8,806 2022 39,319 33,790 2023 20,743 15,367 Thereafter through 2038 630,506 413,916 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table sets forth the net income attributable to the Company, its common shares outstanding, and its participating securities outstanding. There were no dividends declared or contractual dividends paid for the years ended December 31, 2017 , 2018 , and 2019 . Basic EPS Diluted EPS For the Year Ended December 31, For the Year Ended December 31, 2017 2018 2019 2017 2018 2019 (in thousands) Net income $ 220,645 $ 176,942 $ 201,031 $ 220,645 $ 176,942 $ 201,031 Less: net income attributable to non-controlling interests 43,461 39,102 52,582 43,461 39,102 52,582 Net income attributable to the Company 177,184 137,840 148,449 177,184 137,840 148,449 Less: net income attributable to participating securities 5,758 4,551 4,995 5,751 4,548 4,994 Net income attributable to common shares $ 171,426 $ 133,289 $ 143,454 $ 171,433 $ 133,292 $ 143,455 The following tables set forth the computation of EPS under the two-class method: For the Year Ended December 31, 2017 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 171,426 128,955 $ 1.33 $ 171,433 129,126 $ 1.33 Participating securities 5,758 4,332 1.33 5,751 4,332 1.33 Total Company $ 177,184 $ 177,184 For the Year Ended December 31, 2018 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 133,289 130,172 $ 1.02 $ 133,292 130,256 $ 1.02 Participating securities 4,551 4,444 1.02 4,548 4,444 1.02 Total Company $ 137,840 $ 137,840 For the Year Ended December 31, 2019 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 143,454 130,248 $ 1.10 $ 143,455 130,276 $ 1.10 Participating securities 4,995 4,535 $ 1.10 4,994 4,535 $ 1.10 Total Company $ 148,449 $ 148,449 _______________________________________________________________________________ (1) Represents the weighted average share count outstanding during the period. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Construction Commitments At December 31, 2019 , the Company had outstanding commitments under construction contracts related to new construction, improvements, and renovations totaling approximately $16.2 million . Litigation The Company is a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of its business. The Company cannot predict the ultimate outcome of pending litigation, proceedings, and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines, and other penalties. The Department of Justice, Centers for Medicare & Medicaid Services (“CMS”), or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future that may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations, and liquidity. To address claims arising out of the Company’s operations, the Company maintains professional malpractice liability insurance and general liability insurance coverages through a number of different programs that are dependent upon such factors as the state where the Company is operating and whether the operations are wholly owned or are operated through a joint venture. For the Company’s wholly owned operations, the Company currently maintains insurance coverages under a combination of policies with a total annual aggregate limit of up to $40.0 million . The Company’s insurance for the professional liability coverage is written on a “claims-made” basis, and its commercial general liability coverage is maintained on an “occurrence” basis. These coverages apply after a self-insured retention limit is exceeded. For the Company’s joint venture operations, the Company has numerous programs that are designed to respond to the risks of the specific joint venture. The annual aggregate limit under these programs ranges from $6.0 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. Wilmington Litigation. On January 19, 2017, the United States District Court for the District of Delaware unsealed a qui tam Complaint in United States of America and State of Delaware ex rel. Theresa Kelly v. Select Specialty Hospital-Wilmington, Inc. (“SSH‑Wilmington”), Select Specialty Hospitals, Inc., Select Employment Services, Inc., Select Medical Corporation, and Crystal Cheek, No. 16‑347‑LPS. The Complaint was initially filed under seal in May 2016 by a former chief nursing officer at SSH‑Wilmington and was unsealed after the United States filed a Notice of Election to Decline Intervention in January 2017. The corporate defendants were served in March 2017. In the complaint, the plaintiff‑relator alleges that the Select defendants and an individual defendant, who is a former health information manager at SSH‑Wilmington, violated the False Claims Act and the Delaware False Claims and Reporting Act based on allegedly falsifying medical practitioner signatures on medical records and failing to properly examine the credentials of medical practitioners at SSH‑Wilmington. In response to the Select defendants’ motion to dismiss the Complaint, in May 2017 the plaintiff-relator filed an Amended Complaint asserting the same causes of action. The Select defendants filed a Motion to Dismiss the Amended Complaint based on numerous grounds, including that the Amended Complaint did not plead any alleged fraud with sufficient particularity, failed to plead that the alleged fraud was material to the government’s payment decision, failed to plead sufficient facts to establish that the Select defendants knowingly submitted false claims or records, and failed to allege any reverse false claim. In March 2018, the District Court dismissed the plaintiff‑relator’s claims related to the alleged failure to properly examine medical practitioners’ credentials, her reverse false claims allegations, and her claim that defendants violated the Delaware False Claims and Reporting Act. It denied the defendants’ motion to dismiss claims that the allegedly falsified medical practitioner signatures violated the False Claims Act. Separately, the District Court dismissed the individual defendant due to plaintiff-relator’s failure to timely serve the amended complaint upon her. In March 2017, the plaintiff-relator initiated a second action by filing a Complaint in the Superior Court of the State of Delaware in Theresa Kelly v. Select Medical Corporation, Select Employment Services, Inc., and SSH‑Wilmington, C.A. No. N17C-03-293 CLS. The Delaware Complaint alleges that the defendants retaliated against her in violation of the Delaware Whistleblowers’ Protection Act for reporting the same alleged violations that are the subject of the federal Amended Complaint. The defendants filed a motion to dismiss, or alternatively to stay, the Delaware Complaint based on the pending federal Amended Complaint and the failure to allege facts to support a violation of the Delaware Whistleblowers’ Protection Act. In January 2018, the Court stayed the Delaware Complaint pending the outcome of the federal case. The Company intends to vigorously defend these actions, but at this time the Company is unable to predict the timing and outcome of this matter. Contract Therapy Subpoena. 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 has produced 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 1, 2020, Select, Welsh, Carson, Anderson & Stowe XII, L.P. (“WCAS”), and DHHC entered into an agreement pursuant to which Select acquired approximately 17.2% of the outstanding membership interests of Concentra Group Holdings Parent on a fully diluted basis from WCAS, DHHC, and other equity holders of Concentra Group Holdings Parent for approximately $338.4 million . On February 1, 2020, Select, WCAS and DHHC entered into an agreement pursuant to which Select acquired an additional 1.4% of the outstanding membership interests of Concentra Group Holdings Parent on a fully diluted basis from WCAS, DHHC, and other equity holders for approximately $27.8 million . These purchases were in lieu of, and considered to be, the exercise of the first put right provided to certain equity holders under the terms of the Amended and Restated Limited Liability Company Agreement of Concentra Group Holdings Parent, dated as of February 1, 2018. Following these purchases, Select owns approximately 66.6% of the outstanding membership interests of Concentra Group Holdings Parent on a fully diluted basis and approximately 68.8% of the outstanding Class A membership interests of Concentra Group Holdings Parent. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
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. First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) For the year ended December 31, 2018 Net operating revenues $ 1,252,964 $ 1,296,210 $ 1,267,401 $ 1,264,683 Cost of services, exclusive of depreciation and amortization 1,065,813 1,094,731 1,087,062 1,093,450 Depreciation and amortization 46,771 51,724 50,527 52,633 Income from operations 108,598 120,561 99,837 88,283 Net income 43,982 60,559 42,679 29,722 Net income attributable to Select Medical Holdings Corporation 33,739 46,511 32,917 24,673 Earnings per common share: (1) Basic $ 0.25 $ 0.35 $ 0.24 $ 0.18 Diluted $ 0.25 $ 0.35 $ 0.24 $ 0.18 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) For the year ended December 31, 2019 Net operating revenues $ 1,324,631 $ 1,361,364 $ 1,393,343 $ 1,374,584 Cost of services, exclusive of depreciation and amortization 1,132,092 1,150,150 1,183,111 1,175,649 Depreciation and amortization 52,138 54,993 52,941 52,504 Income from operations 111,724 124,882 122,906 112,369 Net income 53,344 59,986 44,030 43,671 Net income attributable to Select Medical Holdings Corporation 40,834 44,816 30,732 32,067 Earnings per common share: (1) Basic $ 0.30 $ 0.33 $ 0.23 $ 0.24 Diluted $ 0.30 $ 0.33 $ 0.23 $ 0.24 _______________________________________________________________________________ (1) Due to rounding, the summation of quarterly earnings per common 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, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Select Medical Holdings Corporation Select Medical Corporation Schedule II—Valuation and Qualifying Accounts Balance at Beginning of Year Charged to Cost and Expenses Acquisitions (1) Deductions Balance at End of Year (in thousands) Income Tax Valuation Allowance Year ended December 31, 2019 $ 17,893 $ 568 $ — $ — $ 18,461 Year ended December 31, 2018 $ 12,986 $ 1,032 $ 3,875 $ — $ 17,893 Year ended December 31, 2017 $ 26,421 $ (13,435 ) $ — $ — $ 12,986 _______________________________________________________________________________ (1) |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingencies, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are used for, but not limited to: amounts realizable for services performed, estimated useful lives of assets, the valuation of intangible assets, amounts payable for self-insured losses, and the computation of income taxes. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. The Company’s management evaluates and updates assumptions and estimates on an ongoing basis. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Holdings, Select, and the subsidiaries, limited liability companies, and limited partnerships in which the Company has a controlling financial interest. All intercompany balances and transactions are eliminated in consolidation. |
Non-Controlling Interests | Non-Controlling Interests The ownership interests held by outside parties in subsidiaries, limited liability companies and limited partnerships controlled by the Company are classified as non-controlling interests. Net income or loss is attributed to the Company’s non-controlling interests. Some of the Company’s non-controlling ownership interests consist of outside parties that have certain redemption rights that, if exercised, require the Company to purchase the parties’ ownership interests. These interests are classified and reported as redeemable non-controlling interests and have been adjusted to their approximate redemption values, after the attribution of net income or loss . The Company’s redeemable non-controlling interests are comprised primarily of the Class A membership interests owned by outside members of Concentra Group Holdings Parent, LLC (“Concentra Group Holdings Parent”), each which have put rights with respect to their interests in Concentra Group Holdings Parent. The redemption value of these membership interests is approximately $750.6 million and $939.9 million as of December 31, 2018 and 2019 |
Earnings per Share | Earnings per Share The Company’s capital structure includes common stock and unvested restricted stock awards. To compute earnings per share (“EPS”), the Company applies the two-class method because the Company’s unvested restricted stock awards are participating securities which are entitled to participate equally with the Company’s common stock in undistributed earnings. Application of the Company’s two-class method is as follows: (i) Net income attributable to the Company is reduced by the amount of dividends declared and by the contractual amount of dividends that must be paid for the current period for each class of stock, if any. (ii) The remaining undistributed net income of the Company is then equally allocated to its common stock and unvested restricted stock awards, as if all of the earnings for the period had been distributed. The total net income allocated to each security is determined by adding both distributed and undistributed net income for the period. (iii) |
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 | Accounts Receivable Substantially all of the Company’s accounts receivable is related to providing healthcare services to patients. These healthcare services are primarily paid for by federal and state governmental authorities, managed care health plans, commercial insurance companies, and workers’ compensation and employer programs. The Company reports accounts receivable at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients, which is estimated using contractual provisions associated with specific payors, historical reimbursement rates, and an analysis of past reimbursement experience to estimate contractual allowances. Amounts that have been deemed to be uncollectible because of circumstances that affect the ability of payors to make payments are written-off as bad debt expense as they occur. |
Credit Risk and Payor Concentrations | Credit Risk and Payor Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash balances and accounts receivable. The Company’s excess cash is held with large financial institutions. The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s facilities and are insured under third-party payor agreements. Accounts receivable from the Medicare program represents the only significant third-party payor concentration for the Company. The Company does not believe there is significant credit risk associated with this governmental program. Medicare receivables comprise approximately 16% and 15% of the Company’s accounts receivable at December 31, 2018 and 2019 , respectively. The Company’s primary collection risks for its accounts receivable relate to non-governmental payors who insure the Company’s patients and deductibles, co-payments, and self-insured amounts owed by the patient. The Company believes its credit risk with its non-governmental payors is limited due to the diversity in the Company’s non-governmental third-party payor base, as well as their geographic dispersion. Further, deductibles, co-payments, and self-insured amounts owed by the patient are an immaterial portion of the Company’s accounts receivable balance at both December 31, 2018 and 2019 . The Company’s general policy is to verify insurance coverage prior to the date of admission for patients admitted to its critical illness recovery hospitals and rehabilitation hospitals. Within the Company’s outpatient rehabilitation clinics, insurance coverage is verified prior to the patient’s visit. Within the Company’s Concentra centers, insurance coverage is verified or an authorization is received from the patient’s employer prior to the patient’s visit. Net operating revenues generated directly from the Medicare program represented approximately 30% , 27% , and 26% of the Company’s total net operating revenues for the years ended December 31, 2017 , 2018 , and 2019 , respectively. As a provider of services under the Medicare program, the Company is subject to extensive regulations. The inability of any of the Company’s critical illness recovery hospitals, rehabilitation hospitals, or outpatient rehabilitation clinics to comply with Medicare regulations can result in the Company receiving significantly less Medicare payments than the Company currently receives for its services provided to patients. |
Financial Instruments | Financial Instruments |
Leases | Leases The Company evaluates whether a contract is or contains a lease at the inception of the contract. Upon lease commencement, the date on which a lessor makes the underlying asset available to the Company for use, the Company classifies the lease as either an operating or finance lease. Most of the Company’s facility and equipment leases are classified as operating leases. Balance Sheet For both operating and finance leases, the Company recognizes a right-of-use asset and lease liability at lease commencement. A right-of-use asset represents the Company’s right to use an underlying asset for the lease term while the lease liability represents an obligation to make lease payments arising from a lease which are measured on a discounted basis. The Company elected the short-term lease exemption for its equipment leases; accordingly, equipment leases with terms of 12 months or less are not recorded on the consolidated balance sheets. Lease liabilities are measured at the present value of the remaining, fixed lease payments at lease commencement. As most of the Company’s leases do not specify an implicit rate, the Company uses its incremental borrowing rate, which coincides with the lease term at the commencement of a lease, in determining the present value of its remaining lease payments. The Company’s leases may also specify extension or termination clauses. These options are factored into the measurement of the lease liability when it is reasonably certain that the Company will exercise the option. Right-of-use assets are measured at an amount equal to the initial lease liability, plus any prepaid lease payments (less any incentives received, such as reimbursement for leasehold improvements) and initial direct costs, at the lease commencement date. The Company has elected to account for lease and non-lease components, such as common area maintenance, as a single lease component for its facility leases. As a result, the fixed payments that would otherwise be allocated to the non-lease components are accounted for as lease payments and are included in the measurement of the Company’s right-of-use asset and lease liability. Statement of Operations and Comprehensive Income For the Company’s operating leases, rent expense, a component of cost of services and general and administrative expenses on the consolidated statements of operations and comprehensive income, is recognized on a straight-line basis over the lease term. The straight-line rent expense is reflective of the interest expense on the lease liability using the effective interest method and the amortization of the right-of-use asset. The Company may enter into arrangements to sublease portions of its facilities and the Company typically retains the obligation to the lessor under these arrangements. The Company’s subleases are classified as operating leases; accordingly, the Company continues to account for the original leases as it did prior to commencement of the subleases. Sublease income, a component of cost of services on the consolidated statements of operations and comprehensive income, is recognized on a straight-line basis, as a reduction to rent expense, over the term of the sublease. For the Company’s finance leases, interest expense on the lease liability is recognized using the effective interest method. Amortization expense related to the right-of-use asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. The Company elected the short-term lease exemption for its equipment leases. For these leases, the Company recognizes lease payments on a straight-line basis over the lease term and variable lease payments are expensed as incurred. These expenses are included as components of cost of services on the consolidated statements of operations and comprehensive income. |
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 5 – 25 years Leasehold improvements 1 – 20 years Buildings 40 years Building improvements 5 – 40 years Furniture and equipment 1 – 20 years The Company reviews the realizability of long-lived assets whenever events or circumstances occur which indicate recorded costs may not be recoverable. If it is determined that a long-lived asset or asset group is not recoverable, an impairment charge is recognized based on the excess of the carrying amount of the long-lived asset or asset group over its fair value. |
Intangible Assets | Intangible Assets Goodwill and indefinite-lived identifiable intangible assets Goodwill and other indefinite-lived intangible assets are recognized primarily as the result of business combinations. Goodwill is assigned to reporting units based upon the specific nature of the business acquired. When a business combination contains business components related to more than one reporting unit, goodwill is assigned to each reporting unit based upon an allocation determined by the relative fair values of the business acquired. When the Company disposes of a business, the Company allocates a portion of the reporting unit’s goodwill to that business using the relative fair value methodology. Goodwill and other indefinite-lived intangible assets are not amortized, but instead are subject to periodic impairment evaluations. Impairment tests are required to be conducted at least annually or when events or conditions occur that might suggest a possible impairment. These events or conditions include, but are not limited to: a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. The Company may first assess qualitatively if it can conclude whether goodwill is more likely than not impaired. If goodwill is more likely than not impaired, the Company is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. At December 31, 2019 , the Company’s other indefinite-lived intangible assets consist of trademarks, certificates of need, and accreditations. To determine the fair values of its trademarks, the Company uses a relief from royalty income approach. For the Company’s certificates of need and accreditations, the Company performs qualitative assessments. As part of these assessments, the Company evaluates the current business environment, regulatory environment, legal and other company-specific factors. If it is more likely than not that the fair values are less than the carrying values, the Company performs a quantitative impairment test. The Company’s most recent impairment assessments were completed during the fourth quarter of 2019 utilizing information as of October 1, 2019 . The Company did not identify any instances of impairment with respect to goodwill or other indefinite-lived intangible assets as of October 1, 2019 . Finite-lived identifiable intangible assets At December 31, 2019 , the Company’s finite-lived intangible assets consist of customer relationships and non-compete agreements. Finite-lived intangible assets are amortized based on the pattern in which the economic benefits are consumed or otherwise depleted. If such a pattern cannot be reliably determined, finite-lived intangible assets are amortized on a straight-line basis over their estimated lives. Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 5 – 17 years Non-compete agreements 1 – 15 years 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 The Company applies the equity method of accounting for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, but does not possess a controlling financial interest in the investee. Investments of this nature are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed the carrying amount, the investment balance is reduced to zero. The Company resumes accounting for the investment under the equity method if the investee subsequently reports net income and the Company’s share of that net income exceeds the share of the net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company evaluates its equity method investments for impairment when there is evidence or indicators that a loss in value may be other than temporary. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements. Deferred tax assets and liabilities are determined on the basis of the differences between the book and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company also recognizes the future tax benefits from net operating loss carryforwards as deferred tax assets. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and reduces those assets using a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Among the factors used to assess the likelihood of realization are projections of future taxable income streams, the expected timing of the reversals of existing temporary differences, and the impact of tax planning strategies that could be implemented to avoid the potential loss of future tax benefits. Reserves for uncertain tax positions are established for exposure items related to various federal and state tax matters. Income tax reserves are recorded when an exposure is identified and when, in the opinion of management, it is more likely than not that a tax position will not be sustained and the amount of the liability can be estimated. |
Insurance Risk Programs | Insurance Risk Programs |
Revenue Recognition | Revenue Recognition Patient Services Revenue Patient services revenue is recognized when obligations under the terms of the contract are satisfied; generally, this occurs as the Company provides healthcare services to its patients, as each service provided is distinct and future services rendered are not dependent on previously rendered services. Patient service revenues are recognized at an amount equal to the consideration the Company expects to receive in exchange for providing healthcare services to its patients. These amounts are due from third-party payors, including health insurers and government programs; other payors; and patients. Medicare : Medicare is a federal program that provides medical insurance benefits to persons age 65 and over, some disabled persons, and persons with end stage renal disease. Amounts the Company receives for treatment of patients covered by the Medicare program are generally less than the standard billing rates; accordingly, the Company recognizes revenue based on amounts which are payable by Medicare under prospective payment systems and other payment methods. The expected payment is derived based on the level of clinical services provided. Non-Medicare : The Company is reimbursed for healthcare services provided from various other payor sources which include insurance companies, state Medicaid programs, workers’ compensation programs, health maintenance organizations, preferred provider organizations, other managed care companies and employers, as well as patients. The Company is reimbursed by these payors using a variety of payment methodologies and the amounts the Company receives are generally less than its standard billing rates. In the critical illness recovery hospital and rehabilitation hospital segments, the Company recognizes revenue based on known contractual provisions associated with the specific payor or, where the Company has a relatively homogeneous patient population, the Company will monitor individual payor historical reimbursement rates to derive a per diem rate which is used to determine the amount of revenue to be recognized for services rendered. In the outpatient rehabilitation and Concentra segments, the Company recognizes revenue from payors based on known contractual provisions, negotiated amounts, or usual and customary amounts associated with the specific payor or based on the service provided. The Company performs provision testing, using internally developed systems, whereby the Company monitors historical reimbursement rates and compares them against the associated gross charges for the service provided. The percentage of historical reimbursed claims to gross charges is utilized to determine the amount of revenue to be recognized for services rendered. The Company is subject to potential adjustments to net operating revenues in future periods for administrative matters and other price concessions. These adjustments, which are estimated based on an analysis of historical experience by payor source, are accounted for as a constraint to the amount of revenue recognized by the Company in the period services are rendered. Other Revenues |
Recent and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Financial Instruments In June 2016, the FASB issued Accounting Standards Update (“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 standard is required to be applied using the modified retrospective approach with a cumulative-effect adjustment to retained earnings, if any, upon adoption. The Company has completed the adoption of the standard as of January 1, 2020. The Company’s primary financial instrument subject to the standard is its accounts receivable derived from contracts with customers. A significant portion of the Company’s accounts receivable is from highly-solvent, creditworthy payors including governmental programs, principally Medicare and Medicaid, and highly-regulated commercial insurers. The Company’s estimate of expected credit losses as of January 1, 2020, using its expected credit loss evaluation processes, resulted in no adjustments to the allowance for credit losses and no cumulative-effect adjustment to retained earnings on the adoption date of the standard. Recently Adopted Accounting Pronouncements Leases The Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases as of January 1, 2019. The Company used the modified retrospective approach for leases which existed on that date. Prior comparative periods were not adjusted and continue to be reported in accordance with ASC Topic 840, Leases . The Company elected the package of practical expedients, which permitted the Company not to reassess under ASC Topic 842 the Company’s prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. The adoption of the standard resulted in the recognition of operating lease right-of-use assets of $1,015.0 million and operating lease liabilities of $1,057.0 million at January 1, 2019. The difference between the operating lease right-of-use assets and operating lease liabilities resulted from the reclassification of prepaid rent, deferred rent, unamortized lease incentives, and acquired favorable and unfavorable leasehold interests upon adoption. The Company did not recognize a cumulative-effect adjustment to retained earnings upon adoption. |
Variable Interest Entities | Variable Interest Entities Concentra does not own many of its medical practices, as certain states prohibit the “corporate practice of medicine,” which restricts business corporations from practicing medicine through the direct employment of physicians or from exercising control over medical decisions by physicians. In states which prohibit the corporate practice of medicine, Concentra typically enters into long-term management agreements with professional corporations or associations that are owned by licensed physicians, which, in turn, employ or contract with physicians who provide professional medical services in its occupational health centers. The management agreements have terms that provide for Concentra to conduct, supervise, and manage the day-to-day non-medical operations of the occupational health centers and provide all management and administrative services. Concentra receives a management fee for these services, which is based, in part, on the performance of the professional corporation or association. Additionally, the outstanding voting equity interests of the professional corporations or associations are typically owned by licensed physicians appointed at Concentra’s discretion. Concentra has the ability to direct the transfer of ownership of the professional corporation or association to a new licensed physician at any time. Based on the provisions of these agreements, Concentra has the ability to direct the activities which most significantly impact the performance of these professional corporations and associations and has an obligation to absorb losses or receive benefits which could potentially be significant to the professional corporations and associations. Accordingly, the professional corporations and associations are variable interest entities for which Concentra is the primary beneficiary. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of property and equipment useful lives | The general range of useful lives is as follows: Land improvements 5 – 25 years Leasehold improvements 1 – 20 years Buildings 40 years Building improvements 5 – 40 years Furniture and equipment 1 – 20 years |
Schedule of finite-lived intangible asset useful lives | Management believes that the below estimated useful lives are reasonable based on the economic factors applicable to each class of finite-lived intangible asset. Customer relationships 5 – 17 years Non-compete agreements 1 – 15 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of the reconciliation of the fair values of identifiable net assets and goodwill to the consideration given for the acquired business | The following table reconciles the fair values of identifiable net assets and goodwill to the consideration given for the acquired business (in thousands): Accounts receivable $ 68,934 Other current assets 10,810 Property and equipment 69,712 Identifiable intangible assets 140,406 Other assets 25,435 Goodwill 540,067 Total assets 855,364 Accounts payable and other current liabilities 49,925 Deferred income taxes and other long-term liabilities 51,851 Total liabilities 101,776 Consideration given $ 753,588 |
Schedule of identifiable intangible assets acquired | The following table outlines the identifiable intangible assets acquired: Fair Value Weighted Average Amortization Period (in thousands) (in years) Customer relationships $ 135,000 15 years Trademark 5,000 1 year Favorable leasehold interests 406 3 years Identifiable intangible assets $ 140,406 |
Schedule of pro forma unaudited results of operations | The following pro forma unaudited results of operations have been prepared assuming the acquisition of U.S. HealthWorks occurred on January 1, 2017. These results are not necessarily indicative of the results of future operations nor of the results that would have occurred had the acquisition been consummated on the aforementioned date. For the Year Ended December 31, 2017 2018 (in thousands, except per share amounts) Net operating revenues $ 4,903,612 $ 5,128,838 Net income attributable to the Company 170,689 140,488 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Cost | As of December 31, 2019 , the weighted average remaining lease terms and discount rates were as follows: Weighted average remaining lease term (in years): Operating leases 8.0 Finance leases 34.4 Weighted average discount rate: Operating leases 5.9 % Finance leases 7.3 % For the year ended December 31, 2019 , the Company’s total lease cost was as follows (in thousands): For the Year Ended December 31, 2019 Unrelated Parties Related Parties Total Operating lease cost $ 271,799 $ 5,498 $ 277,297 Finance lease cost: Amortization of right-of-use assets 258 — 258 Interest on lease liabilities 812 — 812 Short-term lease cost 2,171 — 2,171 Variable lease cost 43,096 553 43,649 Sublease income (9,822 ) — (9,822 ) Total lease cost $ 308,314 $ 6,051 $ 314,365 |
Supplemental Cash Flow Information | For the year ended December 31, 2019 , supplemental cash flow information related to leases was as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 274,095 Operating cash flows for finance leases 777 Financing cash flows for finance leases 225 Right-of-use assets obtained in exchange for lease liabilities: Operating leases (1) 1,275,575 Finance leases 9,102 _______________________________________________________________________________ (1) Includes the right-of-use assets obtained in exchange for lease liabilities of $1,057.0 million which were recognized upon adoption of ASC Topic 842 at January 1, 2019. |
Supplemental Balance Sheet Information | As of December 31, 2019 , supplemental balance sheet information related to leases was as follows (in thousands): Operating Leases Unrelated Parties Related Parties Total Operating lease right-of-use assets $ 971,382 $ 32,604 $ 1,003,986 Current operating lease liabilities $ 202,506 $ 5,444 $ 207,950 Non-current operating lease liabilities 826,049 26,848 852,897 Total operating lease liabilities $ 1,028,555 $ 32,292 $ 1,060,847 Finance Leases Unrelated Parties Related Parties Total Property and equipment, net $ 4,965 $ — $ 4,965 Current portion of long-term debt and notes payable $ 195 $ — $ 195 Long-term debt, net of current portion 13,088 — 13,088 Total finance lease liabilities $ 13,283 $ — $ 13,283 |
Maturities of Finance Lease Liabilities | As of December 31, 2019 , maturities of lease liabilities were approximately as follows (in thousands): Operating Leases Finance Leases Total 2020 $ 263,085 $ 1,182 $ 264,267 2021 227,202 1,193 228,395 2022 187,053 1,203 188,256 2023 143,878 1,214 145,092 2024 110,835 1,225 112,060 Thereafter 483,162 30,404 513,566 Total undiscounted cash flows 1,415,215 36,421 1,451,636 Less: Imputed interest 354,368 23,138 377,506 Total discounted lease liabilities $ 1,060,847 $ 13,283 $ 1,074,130 |
Maturities of Operating Lease Liabilities | As of December 31, 2019 , maturities of lease liabilities were approximately as follows (in thousands): Operating Leases Finance Leases Total 2020 $ 263,085 $ 1,182 $ 264,267 2021 227,202 1,193 228,395 2022 187,053 1,203 188,256 2023 143,878 1,214 145,092 2024 110,835 1,225 112,060 Thereafter 483,162 30,404 513,566 Total undiscounted cash flows 1,415,215 36,421 1,451,636 Less: Imputed interest 354,368 23,138 377,506 Total discounted lease liabilities $ 1,060,847 $ 13,283 $ 1,074,130 |
Maturities of Operating Lease Liabilities | As of December 31, 2018, the Company’s future minimum lease obligations on long-term, non-cancelable operating leases were approximately as follows (in thousands): 2019 $ 267,846 2020 231,711 2021 193,155 2022 150,155 2023 107,759 Thereafter 484,038 $ 1,434,664 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | The Company’s property and equipment consists of the following: December 31, 2018 2019 (in thousands) Land $ 87,358 $ 95,549 Leasehold improvements 498,520 543,934 Buildings 481,375 553,701 Furniture and equipment 609,805 670,050 Construction-in-progress 67,333 52,467 Total property and equipment 1,744,391 1,915,701 Accumulated depreciation (764,581 ) (917,295 ) Property and equipment, net $ 979,810 $ 998,406 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2018 and 2019 : Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Total (in thousands) Balance as of January 1, 2018 $ 1,045,220 $ 415,528 $ 647,522 $ 674,542 $ 2,782,812 Acquired — 1,118 4,309 537,424 542,851 Measurement period adjustment — — — 4,472 4,472 Sold — — (9,409 ) — (9,409 ) Balance as of December 31, 2018 1,045,220 416,646 642,422 1,216,438 3,320,726 Acquired 33,149 14,254 12,970 18,299 78,672 Measurement period adjustment 435 — — (2,249 ) (1,814 ) Sold — — (5,629 ) — (5,629 ) Balance as of December 31, 2019 $ 1,078,804 $ 430,900 $ 649,763 $ 1,232,488 $ 3,391,955 |
Schedule of gross carrying amounts and accumulative amortization for 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, 2018 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Indefinite-lived intangible assets: Trademarks $ 166,698 $ — $ 166,698 $ 166,698 $ — $ 166,698 Certificates of need 19,174 — 19,174 17,157 — 17,157 Accreditations 1,857 — 1,857 1,874 — 1,874 Finite-lived intangible assets: Trademarks 5,000 (4,583 ) 417 5,000 (5,000 ) — Customer relationships 280,710 (61,900 ) 218,810 287,373 (87,346 ) 200,027 Favorable leasehold interests (1) 13,553 (6,064 ) 7,489 — — — Non-compete agreements 29,400 (6,152 ) 23,248 32,114 (8,802 ) 23,312 Total identifiable intangible assets $ 516,392 $ (78,699 ) $ 437,693 $ 510,216 $ (101,148 ) $ 409,068 _______________________________________________________________________________ (1) Favorable leasehold interests are a component of the operating lease right-of-use assets upon adoption of ASC Topic 842, Leases . |
Schedule of future estimated amortization expense | Estimated amortization expense of the Company’s finite-lived intangible assets for each of the five succeeding years is as follows: 2020 2021 2022 2023 2024 (in thousands) Amortization expense $ 26,943 $ 26,624 $ 26,295 $ 26,019 $ 18,057 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investments | At December 31, 2019 , these businesses consist primarily of the following ownership interests: BIR JV, LLP 49.0 % OHRH, LLC 49.0 % GlobalRehab—Scottsdale, LLC 49.0 % Rehabilitation Institute of Denton, LLC 50.0 % ES Rehabilitation, LLC 49.0 % Coastal Virginia Rehabilitation, LLC 49.0 % BHSM Rehabilitation, LLC 49.0 % Vibra Hospital of San Diego, LLC 39.0 % Summarized combined financial information of the entities in which the Company has a minority ownership interest is as follows: December 31, 2018 2019 (in thousands) Current assets $ 125,435 $ 178,674 Non-current assets 118,270 317,332 Total assets $ 243,705 $ 496,006 Current liabilities $ 43,792 $ 107,400 Non-current liabilities 16,338 127,976 Equity 183,575 260,630 Total liabilities and equity $ 243,705 $ 496,006 For the Year Ended December 31, 2017 2018 2019 (in thousands) Revenues $ 336,349 $ 393,034 $ 536,464 Cost of services and other operating expenses 289,224 342,603 476,182 Net income 45,648 48,535 58,519 |
Long-Term Debt and Notes Paya_2
Long-Term Debt and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt and notes payable | As of December 31, 2018 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Issuance Costs Carrying Value Fair Value Select 6.375% senior notes $ 710,000 $ 550 $ (4,642 ) $ 705,908 $ 706,450 Select credit facilities: Select revolving facility 20,000 — — 20,000 18,400 Select term loan 1,129,875 (9,690 ) (9,321 ) 1,110,864 1,076,206 Concentra-JPM credit facilities: Concentra term loans 1,414,175 (2,765 ) (18,648 ) 1,392,762 1,357,802 Other debt, including finance leases 64,331 — (484 ) 63,847 63,847 Total debt $ 3,338,381 $ (11,905 ) $ (33,095 ) $ 3,293,381 $ 3,222,705 As of December 31, 2019 , the Company’s long-term debt and notes payable were as follows (in thousands): Principal Outstanding Unamortized Premium (Discount) Unamortized Carrying Value Fair Value Select 6.250% senior notes $ 1,225,000 $ 39,988 $ (19,944 ) $ 1,245,044 $ 1,322,020 Select credit facilities: Select term loan 2,143,280 (10,411 ) (11,348 ) 2,121,521 2,145,959 Other debt, including finance leases 78,941 — (396 ) 78,545 78,545 Total debt $ 3,447,221 $ 29,577 $ (31,688 ) $ 3,445,110 $ 3,546,524 |
Schedule of principal maturities of long-term debt and notes payable | Principal maturities of the Company’s long-term debt and notes payable are approximately as follows (in thousands): 2020 2021 2022 2023 2024 Thereafter Total Select 6.250% senior notes $ — $ — $ — $ — $ — $ 1,225,000 $ 1,225,000 Select credit facilities: Select term loan 11,150 11,150 11,150 11,150 11,150 2,087,530 2,143,280 Other debt, including finance leases 14,017 7,255 18,715 3,364 23,550 12,040 78,941 Total debt $ 25,167 $ 18,405 $ 29,865 $ 14,514 $ 34,700 $ 3,324,570 $ 3,447,221 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of selected financial data | The following tables summarize selected financial data for the Company’s reportable segments. For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Net operating revenues (1) $ 1,725,022 $ 509,108 $ 960,902 $ 1,013,224 $ 156,989 $ 4,365,245 Adjusted EBITDA 252,679 90,041 132,533 157,561 (94,822 ) 537,992 Total assets 1,848,783 868,517 954,661 1,340,919 114,286 5,127,166 Capital expenditures 49,720 96,477 27,721 28,912 30,413 233,243 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (2) Other Total (in thousands) Net operating revenues (1) $ 1,753,584 $ 583,745 $ 995,794 $ 1,557,673 $ 190,462 $ 5,081,258 Adjusted EBITDA 243,015 108,927 142,005 251,977 (100,769 ) 645,155 Total assets 1,771,605 894,192 1,002,819 2,178,868 116,781 5,964,265 Capital expenditures 40,855 42,389 30,553 42,205 11,279 167,281 For the Year Ended December 31, 2019 Critical Illness Recovery Hospitals Rehabilitation Hospitals Outpatient Rehabilitation Concentra Other Total (in thousands) Net operating revenues $ 1,836,518 $ 670,971 $ 1,046,011 $ 1,628,817 $ 271,605 $ 5,453,922 Adjusted EBITDA 254,868 135,857 151,831 276,482 (108,130 ) 710,908 Total assets 2,099,833 1,127,028 1,289,190 2,372,187 452,050 7,340,288 Capital expenditures 45,573 27,216 33,628 44,101 6,608 157,126 |
Schedule of reconciliation of Adjusted EBITDA to income before income taxes | A reconciliation of Adjusted EBITDA to income before income taxes is as follows: For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Adjusted EBITDA $ 252,679 $ 90,041 $ 132,533 $ 157,561 $ (94,822 ) Depreciation and amortization (45,743 ) (20,176 ) (24,607 ) (61,945 ) (7,540 ) Stock compensation expense — — — (993 ) (18,291 ) U.S. HealthWorks acquisition costs — — — (2,819 ) — Income (loss) from operations $ 206,936 $ 69,865 $ 107,926 $ 91,804 $ (120,653 ) $ 355,878 Loss on early retirement of debt (19,719 ) Equity in earnings of unconsolidated subsidiaries 21,054 Loss on sale of businesses (49 ) Interest expense (154,703 ) Income before income taxes $ 202,461 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra (2) Other Total (in thousands) Adjusted EBITDA $ 243,015 $ 108,927 $ 142,005 $ 251,977 $ (100,769 ) Depreciation and amortization (45,797 ) (24,101 ) (27,195 ) (95,521 ) (9,041 ) Stock compensation expense — — — (2,883 ) (20,443 ) U.S. HealthWorks acquisition costs — — — (2,895 ) — Income (loss) from operations $ 197,218 $ 84,826 $ 114,810 $ 150,678 $ (130,253 ) $ 417,279 Loss on early retirement of debt (14,155 ) Equity in earnings of unconsolidated subsidiaries 21,905 Gain on sale of businesses 9,016 Interest expense (198,493 ) Income before income taxes $ 235,552 For the Year Ended December 31, 2019 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Adjusted EBITDA $ 254,868 $ 135,857 $ 151,831 $ 276,482 $ (108,130 ) Depreciation and amortization (50,763 ) (27,322 ) (28,301 ) (96,807 ) (9,383 ) Stock compensation expense — — — (3,069 ) (23,382 ) Income (loss) from operations $ 204,105 $ 108,535 $ 123,530 $ 176,606 $ (140,895 ) $ 471,881 Loss on early retirement of debt (38,083 ) Equity in earnings of unconsolidated subsidiaries 24,989 Gain on sale of businesses 6,532 Interest expense (200,570 ) Income before income taxes $ 264,749 _______________________________________________________________________________ (1) Prior to 2019, the financial results of employee leasing services provided to related parties affiliated through the Company’s equity method investments were included with the Company’s reportable segments. These results are now reported as part of the Company’s other activities. For the years ended December 31, 2017 and 2018, net operating revenues were conformed to reflect the current presentation. (2) The Concentra segment includes the operating results of U.S. HealthWorks beginning February 1, 2018. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of net operating revenues | The following tables disaggregate the Company’s net operating revenues: For the Year Ended December 31, 2017 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Patient service revenues: Medicare $ 903,503 $ 259,221 $ 148,403 $ 2,128 $ — $ 1,313,255 Non-Medicare 810,723 207,196 739,531 1,002,787 — 2,760,237 Total patient services revenues 1,714,226 466,417 887,934 1,004,915 — 4,073,492 Other revenues 10,796 42,691 72,968 8,309 156,989 291,753 Total net operating revenues $ 1,725,022 $ 509,108 $ 960,902 $ 1,013,224 $ 156,989 $ 4,365,245 For the Year Ended December 31, 2018 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Patient service revenues: Medicare $ 893,429 $ 293,913 $ 161,054 $ 2,168 $ — $ 1,350,564 Non-Medicare 847,447 254,215 762,247 1,545,852 — 3,409,761 Total patient services revenues 1,740,876 548,128 923,301 1,548,020 — 4,760,325 Other revenues 12,708 35,617 72,493 9,653 190,462 320,933 Total net operating revenues $ 1,753,584 $ 583,745 $ 995,794 $ 1,557,673 $ 190,462 $ 5,081,258 For the Year Ended December 31, 2019 Critical Illness Recovery Hospital Rehabilitation Hospital Outpatient Rehabilitation Concentra Other Total (in thousands) Patient service revenues: Medicare $ 907,963 $ 332,514 $ 171,690 $ 1,965 $ — $ 1,414,132 Non-Medicare 916,650 300,113 794,288 1,615,529 — 3,626,580 Total patient services revenues 1,824,613 632,627 965,978 1,617,494 — 5,040,712 Other revenues 11,905 38,344 80,033 11,323 271,605 413,210 Total net operating revenues $ 1,836,518 $ 670,971 $ 1,046,011 $ 1,628,817 $ 271,605 $ 5,453,922 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of restricted stock awards | Transactions related to restricted stock awards are as follows: Shares Weighted Average Grant Date Fair Value (share amounts in thousands) Unvested balance, January 1, 2019 4,450 $ 15.68 Granted 1,500 16.60 Vested (1,300 ) 11.97 Forfeited (43 ) 16.09 Unvested balance, December 31, 2019 4,607 $ 17.03 |
Schedule of stock compensation expense recognized | Stock compensation expense recognized by the Company was as follows: For the Year Ended December 31, 2017 2018 2019 (in thousands) Stock compensation expense: Included in general and administrative $ 15,706 $ 17,604 $ 20,334 Included in cost of services 3,578 5,722 6,117 Total $ 19,284 $ 23,326 $ 26,451 |
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: 2020 2021 2022 2023 2024 (in thousands) Stock compensation expense $ 24,381 $ 16,031 $ 8,117 $ 1,267 $ 19 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of the components of income tax expense | The components of the Company’s income tax expense for the years ended December 31, 2017 , 2018 , and 2019 were as follows: For the Year Ended December 31, 2017 2018 2019 (in thousands) Current income tax expense: Federal $ 45,809 $ 36,072 $ 55,822 State and local 8,331 15,321 15,331 Total current income tax expense 54,140 51,393 71,153 Deferred income tax expense (benefit) (72,324 ) 7,217 (7,435 ) Total income tax expense (benefit) $ (18,184 ) $ 58,610 $ 63,718 |
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, 2017 2018 2019 Federal income tax at statutory rate 35.0 % 21.0 % 21.0 % State and local income taxes, less federal income tax benefit 3.7 5.0 4.2 Permanent differences 1.7 2.1 1.7 Valuation allowance (7.3 ) 0.5 0.5 Uncertain tax positions (0.6 ) (0.8 ) (0.1 ) Non-controlling interest 0.5 (2.1 ) (2.9 ) Stock-based compensation (1.3 ) (2.2 ) (0.7 ) Deferred income taxes - state income tax rate adjustment (2.8 ) 0.4 0.8 Deferred income taxes - tax legislation rate adjustment (37.5 ) — — Other (0.4 ) 1.0 (0.4 ) Effective income tax rate (9.0 )% 24.9 % 24.1 % |
Schedule of deferred tax assets and liabilities | The Company’s deferred tax assets and liabilities are as follows: December 31, 2018 2019 (in thousands) Deferred tax assets Allowance for doubtful accounts $ 10,313 $ 13,097 Compensation and benefit-related accruals 51,900 55,300 Professional malpractice liability insurance 13,644 13,753 Deferred revenue 209 274 Federal and state net operating loss and state tax credit carryforwards 40,163 38,933 Interest limitation carryforward 4,675 4,943 Stock awards 5,695 6,251 Equity investments 2,055 2,914 Operating lease liabilities — 267,513 Other 3,271 2,344 Deferred tax assets $ 131,925 $ 405,322 Valuation allowance (17,893 ) (18,461 ) Deferred tax assets, net of valuation allowance $ 114,032 $ 386,861 Deferred tax liabilities Deferred income $ (13,891 ) $ (9,190 ) Investment in unconsolidated affiliates (5,653 ) (7,498 ) Depreciation and amortization (217,950 ) (225,079 ) Deferred financing costs (8,324 ) (6,250 ) Operating lease right-of-use assets — (263,818 ) Other (3,488 ) (3,546 ) Deferred tax liabilities $ (249,306 ) $ (515,381 ) Deferred tax liabilities, net of deferred tax assets $ (135,274 ) $ (128,520 ) The Company’s deferred tax assets and liabilities are included in the consolidated balance sheet captions as follows: December 31, 2018 2019 (in thousands) Other assets $ 18,621 $ 19,738 Non-current deferred tax liability (153,895 ) (148,258 ) $ (135,274 ) $ (128,520 ) |
Schedule of state net operating loss carryforwards | The total state net operating losses are approximately $719.6 million . State net operating loss carryforwards expire and are subject to valuation allowances as follows: State Net Operating Losses Gross Valuation Allowance (in thousands) 2020 $ 17,297 $ 14,100 2021 11,772 8,806 2022 39,319 33,790 2023 20,743 15,367 Thereafter through 2038 630,506 413,916 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted earnings per share | The following table sets forth the net income attributable to the Company, its common shares outstanding, and its participating securities outstanding. There were no dividends declared or contractual dividends paid for the years ended December 31, 2017 , 2018 , and 2019 . Basic EPS Diluted EPS For the Year Ended December 31, For the Year Ended December 31, 2017 2018 2019 2017 2018 2019 (in thousands) Net income $ 220,645 $ 176,942 $ 201,031 $ 220,645 $ 176,942 $ 201,031 Less: net income attributable to non-controlling interests 43,461 39,102 52,582 43,461 39,102 52,582 Net income attributable to the Company 177,184 137,840 148,449 177,184 137,840 148,449 Less: net income attributable to participating securities 5,758 4,551 4,995 5,751 4,548 4,994 Net income attributable to common shares $ 171,426 $ 133,289 $ 143,454 $ 171,433 $ 133,292 $ 143,455 The following tables set forth the computation of EPS under the two-class method: For the Year Ended December 31, 2017 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 171,426 128,955 $ 1.33 $ 171,433 129,126 $ 1.33 Participating securities 5,758 4,332 1.33 5,751 4,332 1.33 Total Company $ 177,184 $ 177,184 For the Year Ended December 31, 2018 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 133,289 130,172 $ 1.02 $ 133,292 130,256 $ 1.02 Participating securities 4,551 4,444 1.02 4,548 4,444 1.02 Total Company $ 137,840 $ 137,840 For the Year Ended December 31, 2019 Net Income Allocation Shares (1) Basic EPS Net Income Allocation Shares (1) Diluted EPS (in thousands, except for per share amounts) Common shares $ 143,454 130,248 $ 1.10 $ 143,455 130,276 $ 1.10 Participating securities 4,995 4,535 $ 1.10 4,994 4,535 $ 1.10 Total Company $ 148,449 $ 148,449 _______________________________________________________________________________ (1) Represents the weighted average share count outstanding during the period. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited selected quarterly financial data | The tables below sets forth selected unaudited financial data for each quarter of the last two years. First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) For the year ended December 31, 2018 Net operating revenues $ 1,252,964 $ 1,296,210 $ 1,267,401 $ 1,264,683 Cost of services, exclusive of depreciation and amortization 1,065,813 1,094,731 1,087,062 1,093,450 Depreciation and amortization 46,771 51,724 50,527 52,633 Income from operations 108,598 120,561 99,837 88,283 Net income 43,982 60,559 42,679 29,722 Net income attributable to Select Medical Holdings Corporation 33,739 46,511 32,917 24,673 Earnings per common share: (1) Basic $ 0.25 $ 0.35 $ 0.24 $ 0.18 Diluted $ 0.25 $ 0.35 $ 0.24 $ 0.18 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) For the year ended December 31, 2019 Net operating revenues $ 1,324,631 $ 1,361,364 $ 1,393,343 $ 1,374,584 Cost of services, exclusive of depreciation and amortization 1,132,092 1,150,150 1,183,111 1,175,649 Depreciation and amortization 52,138 54,993 52,941 52,504 Income from operations 111,724 124,882 122,906 112,369 Net income 53,344 59,986 44,030 43,671 Net income attributable to Select Medical Holdings Corporation 40,834 44,816 30,732 32,067 Earnings per common share: (1) Basic $ 0.30 $ 0.33 $ 0.23 $ 0.24 Diluted $ 0.30 $ 0.33 $ 0.23 $ 0.24 _______________________________________________________________________________ (1) Due to rounding, the summation of quarterly earnings per common share balances may not equal year to date equivalents. |
Organization and Significant _4
Organization and Significant Accounting Policies - Business Description (Details) | 12 Months Ended |
Dec. 31, 2019business_segmenthospitalstate | |
Segment information | |
Number of states in which the entity had operations | state | 47 |
Number of business segments | business_segment | 4 |
Critical illness recovery hospital | |
Segment information | |
Number of facilities operated by the entity | 101 |
Rehabilitation hospital | |
Segment information | |
Number of facilities operated by the entity | 29 |
Outpatient Rehabilitation | |
Segment information | |
Number of outpatient rehabilitation clinics operated by entity | 1,740 |
Concentra | |
Segment information | |
Number of occupational health centers operated by entity | 521 |
Number of onsite clinics | 131 |
Number of department of veterans affairs community-based outpatient clinics | 32 |
Organization and Significant _5
Organization and Significant Accounting Policies - Non-Controlling Interests (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interests | $ 974,541 | $ 780,488 | $ 640,818 | $ 422,159 |
Outside Members of Concentra Group Holdings Parent, LLC | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interests | $ 939,900 | $ 750,600 |
Organization and Significant _6
Organization and Significant Accounting Policies - Credit Risk and Payor Concentrations (Details) - Third-party payor risk | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts receivable | |||
Percentage of concentration risk | 15.00% | 16.00% | |
Net operating revenues | |||
Percentage of concentration risk | 26.00% | 27.00% | 30.00% |
Organization and Significant _7
Organization and Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Land improvements | Minimum | |
Property and equipment | |
Estimated useful lives | 5 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 | 20 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 | 40 years |
Furniture and equipment | Minimum | |
Property and equipment | |
Estimated useful lives | 1 year |
Furniture and equipment | Maximum | |
Property and equipment | |
Estimated useful lives | 20 years |
Organization and Significant _8
Organization and Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Customer relationships | Minimum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 5 years |
Customer relationships | Maximum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 17 years |
Non-compete agreements | Minimum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 1 year |
Non-compete agreements | Maximum | |
Intangible Assets and Liabilities | |
Useful life of intangible assets | 15 years |
Organization and Significant _9
Organization and Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Recently Adopted Accounting Pronouncements | ||
Operating lease right-of-use assets | $ 1,003,986 | |
Total discounted lease liabilities | $ 1,060,847 | |
Accounting Standards Update 2016-02 | ||
Recently Adopted Accounting Pronouncements | ||
Operating lease right-of-use assets | $ 1,015,000 | |
Total discounted lease liabilities | $ 1,057,000 |
Acquisitions - U.S. HealthWorks
Acquisitions - U.S. HealthWorks Acquisition (Details) - USD ($) $ in Thousands | Feb. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Non-cash equity exchange for acquisition of U.S. HealthWorks | $ 238,000 | $ 238,000 | $ 0 | $ 0 | |
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Goodwill | 3,320,726 | 3,320,726 | 2,782,812 | $ 3,391,955 | |
U.S HealthWorks | |||||
Business Acquisition [Line Items] | |||||
Acquisition costs | $ 2,900 | $ 2,800 | |||
Consideration transferred | $ 753,600 | ||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Accounts receivable | 68,934 | ||||
Other current assets | 10,810 | ||||
Property and equipment | 69,712 | ||||
Identifiable intangible assets | 140,406 | ||||
Other assets | 25,435 | ||||
Goodwill | 540,067 | ||||
Total assets | 855,364 | ||||
Accounts payable and other current liabilities | 49,925 | ||||
Deferred income taxes and other long-term liabilities | 51,851 | ||||
Total liabilities | 101,776 | ||||
Consideration given | 753,588 | ||||
Value of goodwill deductible for tax purposes | $ 83,100 | ||||
Net revenues of acquiree | $ 488,800 | ||||
Concentra Group Holdings Parent | U.S HealthWorks | |||||
Business Acquisition [Line Items] | |||||
Equity interest issued (percent) | 20.00% | ||||
Non-cash equity exchange for acquisition of U.S. HealthWorks | $ 238,000 | ||||
Customer relationships | U.S HealthWorks | |||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Identifiable intangible assets | $ 135,000 | ||||
Weighted Average Amortization Period | 15 years | ||||
Trademarks | U.S HealthWorks | |||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Identifiable intangible assets | $ 5,000 | ||||
Weighted Average Amortization Period | 1 year | ||||
Favorable leasehold interests | U.S HealthWorks | |||||
Consideration given for identifiable net assets and goodwill acquired to the net cash paid | |||||
Identifiable intangible assets | $ 406 | ||||
Weighted Average Amortization Period | 3 years |
Acquisitions - Proforma Results
Acquisitions - Proforma Results (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Pro forma results of operations | ||
Net operating revenues | $ 5,128,838 | $ 4,903,612 |
Net income attributable to the Company | 140,488 | 170,689 |
U.S HealthWorks | ||
Pro forma results of operations | ||
Acquisition costs | 2,900 | $ 2,800 |
Pro Forma | U.S HealthWorks | ||
Pro forma results of operations | ||
Acquisition costs | $ 2,900 |
Acquisitions - Other Acquisitio
Acquisitions - Other Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,391,955 | $ 3,320,726 | $ 2,782,812 |
Critical Illness Recovery Hospital Reporting Unit | |||
Business Acquisition [Line Items] | |||
Goodwill | 33,600 | ||
Rehabilitation Hospital Reporting Unit | |||
Business Acquisition [Line Items] | |||
Goodwill | 14,300 | ||
Outpatient Rehabilitation Reporting Unit | |||
Business Acquisition [Line Items] | |||
Goodwill | 13,000 | ||
Concentra Reporting Unit | |||
Business Acquisition [Line Items] | |||
Goodwill | 16,100 | ||
Other Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash paid to acquire businesses | 93,700 | ||
Issuance of non-controlling interests | $ 15,100 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Variable interest entity, assets | $ 178.4 | $ 166.2 |
Variable interest entity, liabilities | $ 176.7 | $ 164.4 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019renewal_option | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Total rent expense for facility and equipment operating leases | $ | $ 307.8 | $ 267.4 | |
Critical Illness Recovery Hospital | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 10 years | ||
Number of renewal options | 2 | ||
Lease renewal term | 5 years | ||
Rehabilitation Hospital | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 10 years | ||
Number of renewal options | 2 | ||
Lease renewal term | 5 years | ||
Outpatient Rehabilitation | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 5 years | ||
Number of renewal options | 2 | ||
Concentra | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 10 years | ||
Number of renewal options | 2 | ||
Lease renewal term | 5 years | ||
Affiliated Entity | |||
Lessee, Lease, Description [Line Items] | |||
Payments for office rent, leasehold improvements and miscellaneous expenses | $ | $ 6.3 | $ 6.2 | |
Minimum | Outpatient Rehabilitation | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 3 years | ||
Maximum | Outpatient Rehabilitation | |||
Lessee, Lease, Description [Line Items] | |||
Lease renewal term | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 277,297 |
Finance lease cost: | |
Amortization of right-of-use assets | 258 |
Interest on lease liabilities | 812 |
Short-term lease cost | 2,171 |
Variable lease cost | 43,649 |
Sublease income | (9,822) |
Total lease cost | 314,365 |
Unrelated Parties | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | 271,799 |
Finance lease cost: | |
Amortization of right-of-use assets | 258 |
Interest on lease liabilities | 812 |
Short-term lease cost | 2,171 |
Variable lease cost | 43,096 |
Sublease income | (9,822) |
Total lease cost | 308,314 |
Related Parties | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | 5,498 |
Finance lease cost: | |
Amortization of right-of-use assets | 0 |
Interest on lease liabilities | 0 |
Short-term lease cost | 0 |
Variable lease cost | 553 |
Sublease income | 0 |
Total lease cost | $ 6,051 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | $ 274,095 | |
Operating cash flows for finance leases | 777 | |
Financing cash flows for finance leases | 225 | |
Right-of-use assets obtained in exchange for lease liabilities: | ||
Operating leases | 1,275,575 | |
Finance leases | $ 9,102 | |
Accounting Standards Update 2016-02 | ||
Right-of-use assets obtained in exchange for lease liabilities: | ||
Operating leases | $ 1,057,000 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
Operating lease right-of-use assets | $ 1,003,986 |
Current operating lease liabilities | 207,950 |
Non-current operating lease liabilities | 852,897 |
Total operating lease liabilities | 1,060,847 |
Finance Leases | |
Property and equipment, net | 4,965 |
Current portion of long-term debt and notes payable | 195 |
Long-term debt, net of current portion | 13,088 |
Total finance lease liabilities | 13,283 |
Unrelated Parties | |
Operating Leases | |
Operating lease right-of-use assets | 971,382 |
Current operating lease liabilities | 202,506 |
Non-current operating lease liabilities | 826,049 |
Total operating lease liabilities | 1,028,555 |
Finance Leases | |
Property and equipment, net | 4,965 |
Current portion of long-term debt and notes payable | 195 |
Long-term debt, net of current portion | 13,088 |
Total finance lease liabilities | 13,283 |
Related Parties | |
Operating Leases | |
Operating lease right-of-use assets | 32,604 |
Current operating lease liabilities | 5,444 |
Non-current operating lease liabilities | 26,848 |
Total operating lease liabilities | 32,292 |
Finance Leases | |
Property and equipment, net | 0 |
Current portion of long-term debt and notes payable | 0 |
Long-term debt, net of current portion | 0 |
Total finance lease liabilities | $ 0 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Terms and Discount Rates (Details) | Dec. 31, 2019 |
Weighted average remaining lease term (in years): | |
Operating leases | 8 years |
Finance leases | 34 years 4 months 24 days |
Weighted average discount rate: | |
Operating leases | 5.90% |
Finance leases | 7.30% |
Leases - Maturities of Operatin
Leases - Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 263,085 |
2021 | 227,202 |
2022 | 187,053 |
2023 | 143,878 |
2024 | 110,835 |
Thereafter | 483,162 |
Total undiscounted cash flows | 1,415,215 |
Less: Imputed interest | 354,368 |
Total discounted lease liabilities | 1,060,847 |
Finance Leases | |
2020 | 1,182 |
2021 | 1,193 |
2022 | 1,203 |
2023 | 1,214 |
2024 | 1,225 |
Thereafter | 30,404 |
Total undiscounted cash flows | 36,421 |
Less: Imputed interest | 23,138 |
Total discounted lease liabilities | 13,283 |
Total | |
2020 | 264,267 |
2021 | 228,395 |
2022 | 188,256 |
2023 | 145,092 |
2024 | 112,060 |
Thereafter | 513,566 |
Total undiscounted cash flows | 1,451,636 |
Less: Imputed interest | 377,506 |
Total discounted lease liabilities | $ 1,074,130 |
Leases - Future Minimum Lease O
Leases - Future Minimum Lease Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 267,846 |
2020 | 231,711 |
2021 | 193,155 |
2022 | 150,155 |
2023 | 107,759 |
Thereafter | 484,038 |
Total | $ 1,434,664 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and equipment | |||
Total property and equipment | $ 1,915,701 | $ 1,744,391 | |
Accumulated depreciation | (917,295) | (764,581) | |
Property and equipment, net | 998,406 | 979,810 | |
Depreciation expense | 182,900 | 171,700 | $ 142,600 |
Land | |||
Property and equipment | |||
Total property and equipment | 95,549 | 87,358 | |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment | 543,934 | 498,520 | |
Buildings | |||
Property and equipment | |||
Total property and equipment | 553,701 | 481,375 | |
Furniture and equipment | |||
Property and equipment | |||
Total property and equipment | 670,050 | 609,805 | |
Construction-in-progress | |||
Property and equipment | |||
Total property and equipment | $ 52,467 | $ 67,333 |
Intangible Assets - Carrying Am
Intangible Assets - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill | ||
Balance at the beginning of the year | $ 3,320,726 | $ 2,782,812 |
Acquired | 78,672 | 542,851 |
Measurement period adjustment | (1,814) | 4,472 |
Sold | (5,629) | (9,409) |
Balance at the end of the year | 3,391,955 | 3,320,726 |
Critical Illness Recovery Hospital | ||
Goodwill | ||
Balance at the beginning of the year | 1,045,220 | 1,045,220 |
Acquired | 33,149 | 0 |
Measurement period adjustment | 435 | 0 |
Sold | 0 | 0 |
Balance at the end of the year | 1,078,804 | 1,045,220 |
Rehabilitation Hospital | ||
Goodwill | ||
Balance at the beginning of the year | 416,646 | 415,528 |
Acquired | 14,254 | 1,118 |
Measurement period adjustment | 0 | 0 |
Sold | 0 | 0 |
Balance at the end of the year | 430,900 | 416,646 |
Outpatient Rehabilitation | ||
Goodwill | ||
Balance at the beginning of the year | 642,422 | 647,522 |
Acquired | 12,970 | 4,309 |
Measurement period adjustment | 0 | 0 |
Sold | (5,629) | (9,409) |
Balance at the end of the year | 649,763 | 642,422 |
Concentra | ||
Goodwill | ||
Balance at the beginning of the year | 1,216,438 | 674,542 |
Acquired | 18,299 | 537,424 |
Measurement period adjustment | (2,249) | 4,472 |
Sold | 0 | 0 |
Balance at the end of the year | $ 1,232,488 | $ 1,216,438 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Total identifiable intangible assets, Accumulated Amortization | $ (101,148) | $ (78,699) | |
Total identifiable intangible assets, Gross Carrying Amount | 510,216 | 516,392 | |
Total identifiable intangible assets, Net Carrying Amount | 409,068 | 437,693 | |
Amortized intangible assets: | |||
Amortization expense | 29,600 | 29,900 | $ 17,400 |
Estimated amortization expense | |||
2020 | 26,943 | ||
2021 | 26,624 | ||
2022 | 26,295 | ||
2023 | 26,019 | ||
2024 | 18,057 | ||
Trademarks | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, Gross Carrying Amount | 5,000 | 5,000 | |
Total identifiable intangible assets, Accumulated Amortization | (5,000) | (4,583) | |
Finite-lived intangible assets, Net Carrying Amount | 0 | 417 | |
Customer relationships | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, Gross Carrying Amount | 287,373 | 280,710 | |
Total identifiable intangible assets, Accumulated Amortization | (87,346) | (61,900) | |
Finite-lived intangible assets, Net Carrying Amount | 200,027 | 218,810 | |
Favorable leasehold interests | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, Gross Carrying Amount | 0 | 13,553 | |
Total identifiable intangible assets, Accumulated Amortization | 0 | (6,064) | |
Finite-lived intangible assets, Net Carrying Amount | 0 | 7,489 | |
Non-compete agreements | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible assets, Gross Carrying Amount | 32,114 | 29,400 | |
Total identifiable intangible assets, Accumulated Amortization | (8,802) | (6,152) | |
Finite-lived intangible assets, Net Carrying Amount | 23,312 | 23,248 | |
Trademarks | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 166,698 | 166,698 | |
Amortized intangible assets: | |||
Weighted average time until next renewal | 7 years 2 months 12 days | ||
Certificates of need | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 17,157 | 19,174 | |
Accreditations | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite-lived intangible assets | $ 1,874 | $ 1,857 | |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||
Net operating revenues from contracted services and management fees to related parties | $ 308.2 | $ 216.9 | $ 178.1 |
Due to Related Parties, Current | $ 31.2 | 15.1 | |
BIR JV, LLP | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | ||
OHRH, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | ||
GlobalRehab—Scottsdale, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | ||
Rehabilitation Institute of Denton, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 50.00% | ||
ES Rehabilitation, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | ||
Coastal Virginia Rehabilitation, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | ||
BHSM Rehabilitation, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 49.00% | ||
Vibra Hospital of San Diego, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 39.00% | ||
Other non current assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 230.7 | 146.9 | |
Other current assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Accounts receivable, related parties | 5.7 | 8.7 | |
Other assets | |||
Schedule of Equity Method Investments [Line Items] | |||
Accounts receivable, related parties | $ 28.7 | $ 11.5 |
Equity Method Investments - Sum
Equity Method Investments - Summarized Combined Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Current assets | $ 178,674 | $ 125,435 | |
Non-current assets | 317,332 | 118,270 | |
Total assets | 496,006 | 243,705 | |
Current liabilities | 107,400 | 43,792 | |
Non-current liabilities | 127,976 | 16,338 | |
Equity | 260,630 | 183,575 | |
Total liabilities and equity | 496,006 | 243,705 | |
Revenues | 536,464 | 393,034 | $ 336,349 |
Cost of services and other operating expenses | 476,182 | 342,603 | 289,224 |
Net income | $ 58,519 | $ 48,535 | $ 45,648 |
Insurance Risk Programs (Detail
Insurance Risk Programs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Insurance [Abstract] | ||
Discount rate for provisions for losses for professional liability (as a percent) | 3.00% | 3.00% |
Liability recorded after discounting | $ 157.1 | $ 175.2 |
Value of aggregate liability, if the entity did not discount the provisions for losses | 162 | 180.7 |
Insurance proceeds receivable | $ 15.5 | $ 32.4 |
Long-Term Debt and Notes Paya_3
Long-Term Debt and Notes Payable - Components of Long-Term Debt and Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Aug. 01, 2019 | Dec. 31, 2018 |
Long-term debt and notes payable | |||
Principal Outstanding | $ 3,447,221 | $ 3,338,381 | |
Unamortized Premium (Discount) | 29,577 | (11,905) | |
Unamortized Issuance Costs | (31,688) | (33,095) | |
Carrying Value | 3,445,110 | 3,293,381 | |
Fair Value | $ 3,546,524 | 3,222,705 | |
Senior notes | Select 6.250% senior notes | |||
Long-term debt and notes payable | |||
Interest rate of debt | 6.25% | ||
Senior notes | Select 6.375% senior notes | |||
Long-term debt and notes payable | |||
Interest rate of debt | 6.375% | ||
Other | |||
Long-term debt and notes payable | |||
Principal Outstanding | $ 78,941 | 64,331 | |
Unamortized Premium (Discount) | 0 | 0 | |
Unamortized Issuance Costs | (396) | (484) | |
Carrying Value | 78,545 | 63,847 | |
Fair Value | $ 78,545 | $ 63,847 | |
Select Medical Corporation | Senior notes | Select 6.250% senior notes | |||
Long-term debt and notes payable | |||
Interest rate of debt | 6.25% | 6.25% | |
Principal Outstanding | $ 1,225,000 | ||
Unamortized Premium (Discount) | 39,988 | ||
Unamortized Issuance Costs | (19,944) | ||
Carrying Value | 1,245,044 | ||
Fair Value | 1,322,020 | ||
Select Medical Corporation | Senior notes | Select 6.375% senior notes | |||
Long-term debt and notes payable | |||
Interest rate of debt | 6.375% | 6.375% | |
Principal Outstanding | $ 710,000 | ||
Unamortized Premium (Discount) | 550 | ||
Unamortized Issuance Costs | (4,642) | ||
Carrying Value | 705,908 | ||
Fair Value | 706,450 | ||
Select Medical Corporation | Revolving facility | Credit facility | |||
Long-term debt and notes payable | |||
Principal Outstanding | 20,000 | ||
Unamortized Premium (Discount) | 0 | ||
Unamortized Issuance Costs | 0 | ||
Carrying Value | 20,000 | ||
Fair Value | 18,400 | ||
Select Medical Corporation | Term loan | Credit facility | |||
Long-term debt and notes payable | |||
Principal Outstanding | 2,143,280 | 1,129,875 | |
Unamortized Premium (Discount) | (10,411) | (9,690) | |
Unamortized Issuance Costs | (11,348) | (9,321) | |
Carrying Value | 2,121,521 | 1,110,864 | |
Fair Value | $ 2,145,959 | 1,076,206 | |
Concentra Inc. | Term loan | Credit facility | |||
Long-term debt and notes payable | |||
Principal Outstanding | 1,414,175 | ||
Unamortized Premium (Discount) | (2,765) | ||
Unamortized Issuance Costs | (18,648) | ||
Carrying Value | 1,392,762 | ||
Fair Value | $ 1,357,802 |
Long-Term Debt and Notes Paya_4
Long-Term Debt and Notes Payable - Principal Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term debt and notes payable | ||
2020 | $ 25,167 | |
2021 | 18,405 | |
2022 | 29,865 | |
2023 | 14,514 | |
2024 | 34,700 | |
Thereafter | 3,324,570 | |
Total | 3,447,221 | $ 3,338,381 |
Other | ||
Long-term debt and notes payable | ||
2020 | 14,017 | |
2021 | 7,255 | |
2022 | 18,715 | |
2023 | 3,364 | |
2024 | 23,550 | |
Thereafter | 12,040 | |
Total | 78,941 | 64,331 |
Select Medical Corporation | Senior notes | Select 6.250% senior notes | ||
Long-term debt and notes payable | ||
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 1,225,000 | |
Total | 1,225,000 | |
Select Medical Corporation | Credit facility | Term loan | ||
Long-term debt and notes payable | ||
2020 | 11,150 | |
2021 | 11,150 | |
2022 | 11,150 | |
2023 | 11,150 | |
2024 | 11,150 | |
Thereafter | 2,087,530 | |
Total | $ 2,143,280 | 1,129,875 |
Concentra Inc. | Credit facility | Term loan | ||
Long-term debt and notes payable | ||
Total | $ 1,414,175 |
Long-Term Debt and Notes Paya_5
Long-Term Debt and Notes Payable - Select Credit Facilities (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 10, 2019 | Aug. 01, 2019 | Mar. 06, 2017 | |
Long-term debt and notes payable | ||||||
Payments on term loans | $ 1,618,170,000 | $ 11,500,000 | $ 1,179,442,000 | |||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | ||||||
Long-term debt and notes payable | ||||||
Current borrowing capacity | $ 1,600,000,000 | |||||
Aggregate principal amount | $ 615,000,000 | $ 500,000,000 | 1,150,000,000 | |||
Percentage of capital stock of foreign subsidiaries | 65.00% | |||||
Prepayment of borrowings of excess cash flow (percentage) | 25.00% | |||||
Payments on term loans | $ 40,000,000 | $ 98,800,000 | $ 0 | |||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Adjusted LIBO | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 2.50% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Adjusted LIBO | Minimum | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 2.25% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Adjusted LIBO | Maximum | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 2.50% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Alternate Base Rate | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 1.50% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Alternate Base Rate | Minimum | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 1.25% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Alternate Base Rate | Maximum | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 1.50% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Revolving facility | ||||||
Long-term debt and notes payable | ||||||
Current borrowing capacity | 450,000,000 | |||||
Leverage ratio | 4.31 | |||||
Remaining borrowing capacity | $ 411,700,000 | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Revolving facility | Maximum | Leverage ratio less than 7.0 to 1.00 | ||||||
Long-term debt and notes payable | ||||||
Leverage ratio | 7 | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Revolving facility | Adjusted LIBO | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 2.50% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Revolving facility | Adjusted LIBO | Minimum | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 2.25% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Revolving facility | Adjusted LIBO | Maximum | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 2.50% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Revolving facility | Alternate Base Rate | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 1.50% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Revolving facility | Alternate Base Rate | Minimum | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 1.25% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Revolving facility | Alternate Base Rate | Maximum | ||||||
Long-term debt and notes payable | ||||||
Interest rate margin (as a percent) | 1.50% | |||||
Credit facility | 2017 Select Credit Facilities | Select Medical Corporation | Letter of credit | ||||||
Long-term debt and notes payable | ||||||
Current borrowing capacity | $ 75,000,000 | |||||
Outstanding letters of credit | $ 38,300,000 |
Long-Term Debt and Notes Paya_6
Long-Term Debt and Notes Payable - Select 6.250% Senior Notes (Details) - USD ($) | Dec. 10, 2019 | Aug. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Repayment of senior notes | $ 710,000,000 | $ 0 | $ 0 | ||
Senior notes | Select 6.250% senior notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate of debt | 6.25% | ||||
Senior notes | Select 6.375% senior notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate of debt | 6.375% | ||||
Select Medical Corporation | Senior notes | Select 6.250% senior notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate of debt | 6.25% | 6.25% | |||
Aggregate principal amount | $ 675,000,000 | $ 550,000,000 | |||
Redemption price (percentage) | 106.25% | ||||
Premium received upon issuance (percentage) | 106.00% | ||||
Principal amount of senior notes redeemable with proceeds of equity offerings (percentage) | 40.00% | ||||
Redemption price, change of control | 101.00% | ||||
Select Medical Corporation | Senior notes | Select 6.375% senior notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate of debt | 6.375% | 6.375% | |||
Repayment of senior notes | $ 710,000,000 | ||||
Redemption price (percentage) | 100.00% |
Long-Term Debt and Notes Paya_7
Long-Term Debt and Notes Payable - Concentra-JPM Credit Facilities (Details) - USD ($) | Dec. 10, 2019 | Sep. 20, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 01, 2019 | Apr. 08, 2019 | Mar. 06, 2017 |
Debt Instrument [Line Items] | ||||||||
Payments on term loans | $ 1,618,170,000 | $ 11,500,000 | $ 1,179,442,000 | |||||
Concentra Inc. | Credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments on term loans | $ 1,240,300,000 | |||||||
Concentra Inc. | Credit facility | First Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments on term loans | 33,900,000 | 0 | ||||||
Concentra Inc. | Credit facility | First Lien Credit Agreement Maturing June 1, 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 75,000,000 | |||||||
Concentra Inc. | Credit facility | First Lien Credit Agreement Maturing June 1, 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 100,000,000 | $ 100,000,000 | ||||||
Concentra Inc. | Credit facility | First Lien Credit Agreement Maturing June 1, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 100,000,000 | |||||||
Concentra Inc. | Credit facility | Second Lien Term Loan Due June 1, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 240,000,000 | |||||||
Concentra Inc. | Credit facility | Concentra credit facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Voting capital stock of domestic subsidiaries pledged as collateral (as a percent) | 65.00% | |||||||
Non-voting capital stock of foreign subsidiaries pledged as collateral (as a percent) | 100.00% | |||||||
Concentra Inc. | Revolving facility | Credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | $ 85,700,000 | |||||||
Concentra Inc. | Revolving facility | Credit facility | Adjusted LIBO | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.50% | |||||||
Concentra Inc. | Revolving facility | Credit facility | Alternate Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.50% | |||||||
Concentra Inc. | Revolving facility | Credit facility | First Lien Credit Agreement | Adjusted LIBO | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.25% | |||||||
Concentra Inc. | Revolving facility | Credit facility | First Lien Credit Agreement | Adjusted LIBO | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.50% | |||||||
Concentra Inc. | Revolving facility | Credit facility | First Lien Credit Agreement | Alternate Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.25% | |||||||
Concentra Inc. | Revolving facility | Credit facility | First Lien Credit Agreement | Alternate Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.50% | |||||||
Concentra Inc. | Revolving facility | Leverage ratio equal to 5.75 to 1.00 | Credit facility | First Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 5.75 | |||||||
Percentage of revolving exposure to revolving commitments that needs to be exceeded for the leverage ratio to apply | 30.00% | |||||||
Concentra Inc. | Letter of credit | Credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding letters of credit | $ 14,300,000 | |||||||
Concentra Inc. | On or prior to February 1, 2020 | Credit facility | Second Lien Term Loan Due June 1, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium (as a percent) | 1.00% | |||||||
Select Medical Corporation | Credit facility | 2017 Select Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 615,000,000 | $ 500,000,000 | $ 1,150,000,000 | |||||
Payments on term loans | $ 40,000,000 | $ 98,800,000 | $ 0 | |||||
Select Medical Corporation | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.50% | |||||||
Select Medical Corporation | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.25% | |||||||
Select Medical Corporation | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.50% | |||||||
Select Medical Corporation | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.50% | |||||||
Select Medical Corporation | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.25% | |||||||
Select Medical Corporation | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.50% | |||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 4.31 | |||||||
Remaining borrowing capacity | $ 411,700,000 | |||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.50% | |||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.25% | |||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Adjusted LIBO | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 2.50% | |||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.50% | |||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.25% | |||||||
Select Medical Corporation | Revolving facility | Credit facility | 2017 Select Credit Facilities | Alternate Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin (as a percent) | 1.50% | |||||||
Select Medical Corporation | Letter of credit | Credit facility | 2017 Select Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding letters of credit | $ 38,300,000 |
Long-Term Debt and Notes Paya_8
Long-Term Debt and Notes Payable - Loss on Early Retirement of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||
Loss on early retirement of debt | $ 38,083 | $ 14,155 | $ 19,719 |
Loss on extinguishment of debt | (22,130) | (2,999) | (6,527) |
Loss on debt modification | $ 16,000 | $ 11,200 | $ 13,200 |
Stock Repurchase Program - Narr
Stock Repurchase Program - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase of common stock | $ 38,531 | $ 6,837 | $ 4,753 |
Common Stock Repurchase Program | |||
Equity, Class of Treasury Stock [Line Items] | |||
Maximum amount authorized to be repurchased under the common stock repurchase program | $ 500,000 | ||
Repurchase of common stock (in shares) | 2,165,221 | 0 | 0 |
Repurchase of common stock | $ 33,200 | ||
Repurchase program available capacity | $ 152,100 |
Segment Information - Selected
Segment Information - Selected Financial Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment information | |||||||||||
Net operating revenues | $ 1,374,584 | $ 1,393,343 | $ 1,361,364 | $ 1,324,631 | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 5,453,922 | $ 5,081,258 | $ 4,365,245 |
Adjusted EBITDA | 710,908 | 645,155 | 537,992 | ||||||||
Total assets | 7,340,288 | 5,964,265 | 7,340,288 | 5,964,265 | 5,127,166 | ||||||
Capital expenditures | 157,126 | 167,281 | 233,243 | ||||||||
Corporate, non-Segment | |||||||||||
Segment information | |||||||||||
Net operating revenues | 271,605 | 190,462 | 156,989 | ||||||||
Adjusted EBITDA | (108,130) | (100,769) | (94,822) | ||||||||
Total assets | 452,050 | 116,781 | 452,050 | 116,781 | 114,286 | ||||||
Capital expenditures | 6,608 | 11,279 | 30,413 | ||||||||
Critical Illness Recovery Hospital | Operating Segments | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,836,518 | 1,753,584 | 1,725,022 | ||||||||
Adjusted EBITDA | 254,868 | 243,015 | 252,679 | ||||||||
Total assets | 2,099,833 | 1,771,605 | 2,099,833 | 1,771,605 | 1,848,783 | ||||||
Capital expenditures | 45,573 | 40,855 | 49,720 | ||||||||
Rehabilitation Hospital | Operating Segments | |||||||||||
Segment information | |||||||||||
Net operating revenues | 670,971 | 583,745 | 509,108 | ||||||||
Adjusted EBITDA | 135,857 | 108,927 | 90,041 | ||||||||
Total assets | 1,127,028 | 894,192 | 1,127,028 | 894,192 | 868,517 | ||||||
Capital expenditures | 27,216 | 42,389 | 96,477 | ||||||||
Outpatient Rehabilitation | Operating Segments | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,046,011 | 995,794 | 960,902 | ||||||||
Adjusted EBITDA | 151,831 | 142,005 | 132,533 | ||||||||
Total assets | 1,289,190 | 1,002,819 | 1,289,190 | 1,002,819 | 954,661 | ||||||
Capital expenditures | 33,628 | 30,553 | 27,721 | ||||||||
Concentra | Operating Segments | |||||||||||
Segment information | |||||||||||
Net operating revenues | 1,628,817 | 1,557,673 | 1,013,224 | ||||||||
Adjusted EBITDA | 276,482 | 251,977 | 157,561 | ||||||||
Total assets | $ 2,372,187 | $ 2,178,868 | 2,372,187 | 2,178,868 | 1,340,919 | ||||||
Capital expenditures | $ 44,101 | $ 42,205 | $ 28,912 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment information | |||||||||||
Adjusted EBITDA | $ 710,908 | $ 645,155 | $ 537,992 | ||||||||
Depreciation and amortization | $ (52,504) | $ (52,941) | $ (54,993) | $ (52,138) | $ (52,633) | $ (50,527) | $ (51,724) | $ (46,771) | (212,576) | (201,655) | (160,011) |
Stock compensation expense | (26,451) | (23,326) | (19,284) | ||||||||
Income from operations | $ 112,369 | $ 122,906 | $ 124,882 | $ 111,724 | $ 88,283 | $ 99,837 | $ 120,561 | $ 108,598 | 471,881 | 417,279 | 355,878 |
Loss on early retirement of debt | (38,083) | (14,155) | (19,719) | ||||||||
Equity in earnings of unconsolidated subsidiaries | 24,989 | 21,905 | 21,054 | ||||||||
Gain (loss) on sale of businesses | 6,532 | 9,016 | (49) | ||||||||
Interest expense | (200,570) | (198,493) | (154,703) | ||||||||
Income before income taxes | 264,749 | 235,552 | 202,461 | ||||||||
Operating Segments | Critical Illness Recovery Hospital | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 254,868 | 243,015 | 252,679 | ||||||||
Depreciation and amortization | (50,763) | (45,797) | (45,743) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
U.S. HealthWorks acquisition costs | 0 | 0 | |||||||||
Income from operations | 204,105 | 197,218 | 206,936 | ||||||||
Operating Segments | Rehabilitation Hospital | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 135,857 | 108,927 | 90,041 | ||||||||
Depreciation and amortization | (27,322) | (24,101) | (20,176) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
U.S. HealthWorks acquisition costs | 0 | 0 | |||||||||
Income from operations | 108,535 | 84,826 | 69,865 | ||||||||
Operating Segments | Outpatient Rehabilitation | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 151,831 | 142,005 | 132,533 | ||||||||
Depreciation and amortization | (28,301) | (27,195) | (24,607) | ||||||||
Stock compensation expense | 0 | 0 | 0 | ||||||||
U.S. HealthWorks acquisition costs | 0 | 0 | |||||||||
Income from operations | 123,530 | 114,810 | 107,926 | ||||||||
Operating Segments | Concentra | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | 276,482 | 251,977 | 157,561 | ||||||||
Depreciation and amortization | (96,807) | (95,521) | (61,945) | ||||||||
Stock compensation expense | (3,069) | (2,883) | (993) | ||||||||
U.S. HealthWorks acquisition costs | (2,895) | (2,819) | |||||||||
Income from operations | 176,606 | 150,678 | 91,804 | ||||||||
Corporate, non-Segment | |||||||||||
Segment information | |||||||||||
Adjusted EBITDA | (108,130) | (100,769) | (94,822) | ||||||||
Depreciation and amortization | (9,383) | (9,041) | (7,540) | ||||||||
Stock compensation expense | (23,382) | (20,443) | (18,291) | ||||||||
U.S. HealthWorks acquisition costs | 0 | 0 | |||||||||
Income from operations | $ (140,895) | $ (130,253) | $ (120,653) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | $ 1,374,584 | $ 1,393,343 | $ 1,361,364 | $ 1,324,631 | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 5,453,922 | $ 5,081,258 | $ 4,365,245 |
Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,414,132 | 1,350,564 | 1,313,255 | ||||||||
Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 3,626,580 | 3,409,761 | 2,760,237 | ||||||||
Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 5,040,712 | 4,760,325 | 4,073,492 | ||||||||
Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 413,210 | 320,933 | 291,753 | ||||||||
Operating Segments | Critical Illness Recovery Hospital | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,836,518 | 1,753,584 | 1,725,022 | ||||||||
Operating Segments | Critical Illness Recovery Hospital | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 907,963 | 893,429 | 903,503 | ||||||||
Operating Segments | Critical Illness Recovery Hospital | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 916,650 | 847,447 | 810,723 | ||||||||
Operating Segments | Critical Illness Recovery Hospital | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,824,613 | 1,740,876 | 1,714,226 | ||||||||
Operating Segments | Critical Illness Recovery Hospital | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 11,905 | 12,708 | 10,796 | ||||||||
Operating Segments | Rehabilitation Hospital | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 670,971 | 583,745 | 509,108 | ||||||||
Operating Segments | Rehabilitation Hospital | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 332,514 | 293,913 | 259,221 | ||||||||
Operating Segments | Rehabilitation Hospital | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 300,113 | 254,215 | 207,196 | ||||||||
Operating Segments | Rehabilitation Hospital | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 632,627 | 548,128 | 466,417 | ||||||||
Operating Segments | Rehabilitation Hospital | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 38,344 | 35,617 | 42,691 | ||||||||
Operating Segments | Outpatient Rehabilitation | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,046,011 | 995,794 | 960,902 | ||||||||
Operating Segments | Outpatient Rehabilitation | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 171,690 | 161,054 | 148,403 | ||||||||
Operating Segments | Outpatient Rehabilitation | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 794,288 | 762,247 | 739,531 | ||||||||
Operating Segments | Outpatient Rehabilitation | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 965,978 | 923,301 | 887,934 | ||||||||
Operating Segments | Outpatient Rehabilitation | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 80,033 | 72,493 | 72,968 | ||||||||
Operating Segments | Concentra | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,628,817 | 1,557,673 | 1,013,224 | ||||||||
Operating Segments | Concentra | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,965 | 2,168 | 2,128 | ||||||||
Operating Segments | Concentra | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,615,529 | 1,545,852 | 1,002,787 | ||||||||
Operating Segments | Concentra | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 1,617,494 | 1,548,020 | 1,004,915 | ||||||||
Operating Segments | Concentra | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 11,323 | 9,653 | 8,309 | ||||||||
Corporate, non-Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 271,605 | 190,462 | 156,989 | ||||||||
Corporate, non-Segment | Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 0 | 0 | 0 | ||||||||
Corporate, non-Segment | Non-Medicare | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 0 | 0 | 0 | ||||||||
Corporate, non-Segment | Total patient services revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | 0 | 0 | 0 | ||||||||
Corporate, non-Segment | Other revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net operating revenues | $ 271,605 | $ 190,462 | $ 156,989 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock based Compensation | |||
Exercise of stock options (in shares) | 105,000 | ||
Exercise of stock options, weighted average exercise price (in dollars per share) | $ 9.18 | ||
Total intrinsic value of options exercised | $ 0.7 | $ 1.8 | $ 1.6 |
Restricted stock awards | |||
Stock based Compensation | |||
Weighted average grant date fair value of granted shares (in dollars per share) | $ 16.60 | $ 19.72 | $ 15.84 |
Weighted average grant date fair value of vested shares | $ 15.6 | $ 19.1 | $ 17.1 |
2016 equity incentive plan | Restricted stock and stock option | |||
Stock based Compensation | |||
Number of shares authorized (in shares) | 7,735,628 | ||
Number of shares authorized, remaining (in shares) | 1,727,405 | ||
Minimum | Restricted stock awards | |||
Stock based Compensation | |||
Award vesting period | 3 years | ||
Maximum | Restricted stock awards | |||
Stock based Compensation | |||
Award vesting period | 4 years |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Awards (Details) - Restricted stock awards - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Unvested balance, at beginning of the year (in shares) | 4,450 | ||
Granted (in shares) | 1,500 | ||
Vested (in shares) | (1,300) | ||
Forfeited (in shares) | (43) | ||
Unvested balance, at end of the year (in shares) | 4,607 | 4,450 | |
Weighted Average Grant Date Fair Value | |||
Unvested balance, at beginning of the year (in dollars per share) | $ 15.68 | ||
Granted (in dollars per share) | 16.60 | $ 19.72 | $ 15.84 |
Vested (in dollars per share) | 11.97 | ||
Forfeited (in dollars per share) | 16.09 | ||
Unvested balance, at end of the year (in dollars per share) | $ 17.03 | $ 15.68 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock based Compensation | |||
Total | $ 26,451 | $ 23,326 | $ 19,284 |
Stock compensation expense for each of the next five years, based on restricted stock awards granted | |||
2020 | 24,381 | ||
2021 | 16,031 | ||
2022 | 8,117 | ||
2023 | 1,267 | ||
2024 | 19 | ||
Included in general and administrative | |||
Stock based Compensation | |||
Total | 20,334 | 17,604 | 15,706 |
Included in cost of services | |||
Stock based Compensation | |||
Total | $ 6,117 | $ 5,722 | $ 3,578 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current income tax expense: | |||
Federal | $ 55,822 | $ 36,072 | $ 45,809 |
State and local | 15,331 | 15,321 | 8,331 |
Total current income tax expense | 71,153 | 51,393 | 54,140 |
Deferred income tax expense (benefit) | (7,435) | 7,217 | (72,324) |
Total income tax expense (benefit) | $ 63,718 | $ 58,610 | $ (18,184) |
Reconciliation of the statutory federal income tax rate to the effective income tax rate | |||
Federal income tax at statutory rate | 21.00% | 21.00% | 35.00% |
State and local income taxes, less federal income tax benefit | 4.20% | 5.00% | 3.70% |
Permanent differences | 1.70% | 2.10% | 1.70% |
Valuation allowance | 0.50% | 0.50% | (7.30%) |
Uncertain tax positions | (0.10%) | (0.80%) | (0.60%) |
Non-controlling interest | (2.90%) | (2.10%) | 0.50% |
Stock-based compensation | (0.70%) | (2.20%) | (1.30%) |
Deferred income taxes - state income tax rate adjustment | 0.80% | 0.40% | (2.80%) |
Deferred income taxes - tax legislation rate adjustment | 0.00% | 0.00% | (37.50%) |
Other | (0.40%) | 1.00% | (0.40%) |
Effective income tax rate | 24.10% | 24.90% | (9.00%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance (release) increase | $ 600 | $ 4,900 |
Valuation allowance release, federal net operating losses | 3,900 | |
Valuation allowance, change in state net operating losses | 1,000 | |
Deferred tax liabilities, net of deferred tax assets | $ 128,520 | $ 135,274 |
Period of review for entities with cumulative losses | 3 years | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Net operating losses | $ 719,600 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Allowance for doubtful accounts | $ 13,097 | $ 10,313 |
Compensation and benefit-related accruals | 55,300 | 51,900 |
Professional malpractice liability insurance | 13,753 | 13,644 |
Deferred revenue | 274 | 209 |
Federal and state net operating loss and state tax credit carryforwards | 38,933 | 40,163 |
Interest limitation carryforward | 4,943 | 4,675 |
Stock awards | 6,251 | 5,695 |
Equity investments | 2,914 | 2,055 |
Operating lease liabilities | 267,513 | |
Other | 2,344 | 3,271 |
Deferred tax assets | 405,322 | 131,925 |
Valuation allowance | (18,461) | (17,893) |
Deferred tax assets, net of valuation allowance | 386,861 | 114,032 |
Deferred tax liabilities | ||
Deferred income | (9,190) | (13,891) |
Investment in unconsolidated affiliates | (7,498) | (5,653) |
Depreciation and amortization | (225,079) | (217,950) |
Deferred financing costs | (6,250) | (8,324) |
Operating lease right-of-use assets | (263,818) | |
Other | (3,546) | (3,488) |
Deferred tax liabilities | (515,381) | (249,306) |
Deferred tax liabilities, net of deferred tax assets | $ (128,520) | $ (135,274) |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Assets and Liabilities Included in the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Other assets | $ 19,738 | $ 18,621 |
Non-current deferred tax liability | (148,258) | (153,895) |
Deferred tax liabilities, net of deferred tax assets | $ (128,520) | $ (135,274) |
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, 2019USD ($) |
State Net Operating Losses | |
2020 | $ 17,297 |
2021 | 11,772 |
2022 | 39,319 |
2023 | 20,743 |
Thereafter through 2038 | 630,506 |
Gross Valuation Allowance | |
2020 | 14,100 |
2021 | 8,806 |
2022 | 33,790 |
2023 | 15,367 |
Thereafter through 2038 | $ 413,916 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Dividends declared and contractual dividends paid, basic | $ 0 | $ 0 | $ 0 |
Dividends declared and contractual dividends paid, diluted | $ 0 | $ 0 | $ 0 |
Earnings per Share - Net Income
Earnings per Share - Net Income Attributable to the Company, Common Shares Outstanding, and Participating Securities Outstanding (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 43,671 | $ 44,030 | $ 59,986 | $ 53,344 | $ 29,722 | $ 42,679 | $ 60,559 | $ 43,982 | $ 201,031 | $ 176,942 | $ 220,645 |
Less: Net income attributable to non-controlling interests | 52,582 | 39,102 | 43,461 | ||||||||
Net income attributable to Select Medical Holdings Corporation | $ 32,067 | $ 30,732 | $ 44,816 | $ 40,834 | $ 24,673 | $ 32,917 | $ 46,511 | $ 33,739 | 148,449 | 137,840 | 177,184 |
Basic EPS | |||||||||||
Less: net income attributable to participating securities | 4,995 | 4,551 | 5,758 | ||||||||
Net income attributable to common shares | 143,454 | 133,289 | 171,426 | ||||||||
Diluted EPS | |||||||||||
Less: net income attributable to participating securities | 4,994 | 4,548 | 5,751 | ||||||||
Net income allocated to common shares | $ 143,455 | $ 133,292 | $ 171,433 |
Earnings per Share - Computatio
Earnings per Share - Computation of EPS Under the Two-Class Method (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net Income Allocation, Basic | |||||||||||
Net income allocated to common shares | $ 143,454 | $ 133,289 | $ 171,426 | ||||||||
Net income allocated to participating securities | 4,995 | 4,551 | 5,758 | ||||||||
Net Income Allocation, Diluted | |||||||||||
Net income allocated to common shares | 143,455 | 133,292 | 171,433 | ||||||||
Net income allocated to participating securities | 4,994 | 4,548 | 5,751 | ||||||||
Net income attributable to Select Medical Holdings Corporation | $ 32,067 | $ 30,732 | $ 44,816 | $ 40,834 | $ 24,673 | $ 32,917 | $ 46,511 | $ 33,739 | $ 148,449 | $ 137,840 | $ 177,184 |
Weighted average common shares outstanding, basic (in shares) | 130,248 | 130,172 | 128,955 | ||||||||
Weighted average common shares outstanding, diluted (in shares) | 130,276 | 130,256 | 129,126 | ||||||||
Weighted average participating securities outstanding (in shares) | 4,535 | 4,444 | 4,332 | ||||||||
Basic EPS | |||||||||||
Basic EPS (in dollars per share) | $ 0.24 | $ 0.23 | $ 0.33 | $ 0.30 | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 1.10 | $ 1.02 | $ 1.33 |
Diluted EPS | |||||||||||
Diluted EPS (in dollars per share) | $ 0.24 | $ 0.23 | $ 0.33 | $ 0.30 | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 1.10 | $ 1.02 | $ 1.33 |
Commitments and Contingencies -
Commitments and Contingencies - Leases and Construction Commitments (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Construction Commitments | |
Construction Commitments | |
Construction contract commitments | $ 16.2 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation (Details) - Professional liability claims $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Maximum | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | $ 40 |
Joint Venture Operations | Minimum | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | 6 |
Joint Venture Operations | Maximum | |
Commitments and Contingencies | |
Total annual aggregate limit of insurance coverage | $ 20 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Concentra Group Holdings Parent - USD ($) $ in Millions | Feb. 01, 2020 | Jan. 01, 2020 |
Subsequent Event [Line Items] | ||
Percentage of membership interests purchased | 1.40% | 17.20% |
Payments for Repurchase of Redeemable Noncontrolling Interest | $ 27.8 | $ 338.4 |
Outstanding membership interest | 66.60% | |
Class A Units | ||
Subsequent Event [Line Items] | ||
Outstanding membership interest | 68.80% |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total net operating revenues | $ 1,374,584 | $ 1,393,343 | $ 1,361,364 | $ 1,324,631 | $ 1,264,683 | $ 1,267,401 | $ 1,296,210 | $ 1,252,964 | $ 5,453,922 | $ 5,081,258 | $ 4,365,245 |
Cost of services, exclusive of depreciation and amortization | 1,175,649 | 1,183,111 | 1,150,150 | 1,132,092 | 1,093,450 | 1,087,062 | 1,094,731 | 1,065,813 | 4,641,002 | 4,341,056 | 3,735,309 |
Depreciation and amortization | 52,504 | 52,941 | 54,993 | 52,138 | 52,633 | 50,527 | 51,724 | 46,771 | 212,576 | 201,655 | 160,011 |
Income from operations | 112,369 | 122,906 | 124,882 | 111,724 | 88,283 | 99,837 | 120,561 | 108,598 | 471,881 | 417,279 | 355,878 |
Net income | 43,671 | 44,030 | 59,986 | 53,344 | 29,722 | 42,679 | 60,559 | 43,982 | 201,031 | 176,942 | 220,645 |
Net income attributable to Select Medical Holdings Corporation | $ 32,067 | $ 30,732 | $ 44,816 | $ 40,834 | $ 24,673 | $ 32,917 | $ 46,511 | $ 33,739 | $ 148,449 | $ 137,840 | $ 177,184 |
Earnings per common share (Note 15): | |||||||||||
Basic (in dollars per share) | $ 0.24 | $ 0.23 | $ 0.33 | $ 0.30 | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 1.10 | $ 1.02 | $ 1.33 |
Diluted (in dollars per share) | $ 0.24 | $ 0.23 | $ 0.33 | $ 0.30 | $ 0.18 | $ 0.24 | $ 0.35 | $ 0.25 | $ 1.10 | $ 1.02 | $ 1.33 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Income Tax Valuation Allowance - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in valuation and qualifying accounts | |||
Balance at Beginning of Year | $ 17,893 | $ 12,986 | $ 26,421 |
Charged to Cost and Expenses | 568 | 1,032 | (13,435) |
Acquisitions | 0 | 3,875 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Year | $ 18,461 | $ 17,893 | $ 12,986 |