☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
20-1764048
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification Number)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
SEM
|
New York Stock Exchange
|
|
|
(NYSE)
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging Growth Company
|
☐
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
March 31, 2020
|
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
335,882
|
|
|
$
|
73,163
|
|
|
Accounts receivable
|
762,677
|
|
|
816,405
|
|
|
||
Prepaid income taxes
|
18,585
|
|
|
12,634
|
|
|
||
Other current assets
|
95,848
|
|
|
95,828
|
|
|
||
Total Current Assets
|
1,212,992
|
|
|
998,030
|
|
|
||
Operating lease right-of-use assets
|
1,003,986
|
|
|
1,014,969
|
|
|
||
Property and equipment, net
|
998,406
|
|
|
978,547
|
|
|
||
Goodwill
|
3,391,955
|
|
|
3,391,078
|
|
|
||
Identifiable intangible assets, net
|
409,068
|
|
|
405,374
|
|
|
||
Other assets
|
323,881
|
|
|
327,569
|
|
|
||
Total Assets
|
$
|
7,340,288
|
|
|
$
|
7,115,567
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Current operating lease liabilities
|
$
|
207,950
|
|
|
$
|
212,884
|
|
|
Current portion of long-term debt and notes payable
|
25,167
|
|
|
17,161
|
|
|
||
Accounts payable
|
145,731
|
|
|
131,601
|
|
|
||
Accrued payroll
|
183,754
|
|
|
140,009
|
|
|
||
Accrued vacation
|
124,111
|
|
|
128,705
|
|
|
||
Accrued interest
|
33,853
|
|
|
11,339
|
|
|
||
Accrued other
|
191,076
|
|
|
194,165
|
|
|
||
Income taxes payable
|
2,638
|
|
|
8,090
|
|
|
||
Total Current Liabilities
|
914,280
|
|
|
843,954
|
|
|
||
Non-current operating lease liabilities
|
852,897
|
|
|
860,796
|
|
|
||
Long-term debt, net of current portion
|
3,419,943
|
|
|
3,553,056
|
|
|
||
Non-current deferred tax liability
|
148,258
|
|
|
158,782
|
|
|
||
Other non-current liabilities
|
101,334
|
|
|
103,783
|
|
|
||
Total Liabilities
|
5,436,712
|
|
|
5,520,371
|
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
|
||
Redeemable non-controlling interests
|
974,541
|
|
|
620,377
|
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|
|
||
Common stock, $0.001 par value, 700,000,000 shares authorized, 134,328,112 and 133,823,713 shares issued and outstanding at 2019 and 2020, respectively
|
134
|
|
|
134
|
|
|
||
Capital in excess of par
|
491,038
|
|
|
491,824
|
|
|
||
Retained earnings
|
279,800
|
|
|
316,680
|
|
|
||
Total Stockholders’ Equity
|
770,972
|
|
|
808,638
|
|
|
||
Non-controlling interests
|
158,063
|
|
|
166,181
|
|
|
||
Total Equity
|
929,035
|
|
|
974,819
|
|
|
||
Total Liabilities and Equity
|
$
|
7,340,288
|
|
|
$
|
7,115,567
|
|
|
|
For the Three Months Ended March 31,
|
|
||||||
|
2019
|
|
2020
|
|
||||
Net operating revenues
|
$
|
1,324,631
|
|
|
$
|
1,414,632
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
||
Cost of services, exclusive of depreciation and amortization
|
1,132,092
|
|
|
1,200,371
|
|
|
||
General and administrative
|
28,677
|
|
|
33,831
|
|
|
||
Depreciation and amortization
|
52,138
|
|
|
51,752
|
|
|
||
Total costs and expenses
|
1,212,907
|
|
|
1,285,954
|
|
|
||
Income from operations
|
111,724
|
|
|
128,678
|
|
|
||
Other income and expense:
|
|
|
|
|
|
|
||
Equity in earnings of unconsolidated subsidiaries
|
4,366
|
|
|
2,588
|
|
|
||
Gain on sale of businesses
|
6,532
|
|
|
7,201
|
|
|
||
Interest expense
|
(50,811
|
)
|
|
(46,107
|
)
|
|
||
Income before income taxes
|
71,811
|
|
|
92,360
|
|
|
||
Income tax expense
|
18,467
|
|
|
21,912
|
|
|
||
Net income
|
53,344
|
|
|
70,448
|
|
|
||
Less: Net income attributable to non-controlling interests
|
12,510
|
|
|
17,323
|
|
|
||
Net income attributable to Select Medical Holdings Corporation
|
$
|
40,834
|
|
|
$
|
53,125
|
|
|
Earnings per common share (Note 10):
|
|
|
|
|
|
|
||
Basic
|
$
|
0.30
|
|
|
$
|
0.40
|
|
|
Diluted
|
$
|
0.30
|
|
|
$
|
0.40
|
|
|
|
For the Three Months Ended March 31, 2020
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||||
|
Common
Stock
Issued
|
|
Common
Stock
Par Value
|
|
Capital in
Excess
of Par
|
|
Retained
Earnings
|
|
Total Stockholders’ Equity
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|||||||||||||
Balance at December 31, 2019
|
134,328
|
|
|
$
|
134
|
|
|
$
|
491,038
|
|
|
$
|
279,800
|
|
|
$
|
770,972
|
|
|
$
|
158,063
|
|
|
$
|
929,035
|
|
Net income attributable to Select Medical Holdings Corporation
|
|
|
|
|
|
|
|
|
|
53,125
|
|
|
53,125
|
|
|
|
|
|
53,125
|
|
||||||
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
10,067
|
|
|
10,067
|
|
||||||
Issuance of restricted stock
|
2
|
|
|
0
|
|
|
0
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||||
Forfeitures of unvested restricted stock
|
(15
|
)
|
|
0
|
|
|
0
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Vesting of restricted stock
|
|
|
|
|
6,136
|
|
|
|
|
6,136
|
|
|
|
|
6,136
|
|
||||||||||
Repurchase of common shares
|
(492
|
)
|
|
0
|
|
|
(5,350
|
)
|
|
(3,341
|
)
|
|
(8,691
|
)
|
|
|
|
(8,691
|
)
|
|||||||
Issuance of non-controlling interests
|
|
|
|
|
|
|
|
|
—
|
|
|
1,679
|
|
|
1,679
|
|
||||||||||
Distributions to and purchases of non-controlling interests
|
|
|
|
|
|
|
|
|
|
(2,726
|
)
|
|
(2,726
|
)
|
|
(4,048
|
)
|
|
(6,774
|
)
|
||||||
Redemption adjustment on non-controlling interests
|
|
|
|
|
|
|
|
|
|
(10,123
|
)
|
|
(10,123
|
)
|
|
|
|
|
(10,123
|
)
|
||||||
Other
|
|
|
|
|
|
|
|
|
|
(55
|
)
|
|
(55
|
)
|
|
420
|
|
|
365
|
|
||||||
Balance at March 31, 2020
|
133,823
|
|
|
$
|
134
|
|
|
$
|
491,824
|
|
|
$
|
316,680
|
|
|
$
|
808,638
|
|
|
$
|
166,181
|
|
|
$
|
974,819
|
|
|
For the Three Months Ended March 31, 2019
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||||
|
Common
Stock
Issued
|
|
Common
Stock
Par Value
|
|
Capital in
Excess
of Par
|
|
Retained
Earnings
|
|
Total Stockholders’ Equity
|
|
Non-controlling
Interests
|
|
Total
Equity
|
|||||||||||||
Balance at December 31, 2018
|
135,266
|
|
|
$
|
135
|
|
|
$
|
482,556
|
|
|
$
|
320,351
|
|
|
$
|
803,042
|
|
|
$
|
113,198
|
|
|
$
|
916,240
|
|
Net income attributable to Select Medical Holdings Corporation
|
|
|
|
|
|
|
40,834
|
|
|
40,834
|
|
|
|
|
40,834
|
|
||||||||||
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
—
|
|
|
4,810
|
|
|
4,810
|
|
||||||||||
Issuance of restricted stock
|
21
|
|
|
0
|
|
|
0
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Forfeitures of unvested restricted stock
|
(24
|
)
|
|
0
|
|
|
0
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Vesting of restricted stock
|
|
|
|
|
5,488
|
|
|
|
|
5,488
|
|
|
|
|
5,488
|
|
||||||||||
Issuance of non-controlling interests
|
|
|
|
|
|
|
|
|
—
|
|
|
6,837
|
|
|
6,837
|
|
||||||||||
Distributions to and purchases of non-controlling interests
|
|
|
|
|
259
|
|
|
|
|
259
|
|
|
(2,739
|
)
|
|
(2,480
|
)
|
|||||||||
Redemption adjustment on non-controlling interests
|
|
|
|
|
|
|
(47,470
|
)
|
|
(47,470
|
)
|
|
|
|
(47,470
|
)
|
||||||||||
Other
|
|
|
|
|
|
|
(122
|
)
|
|
(122
|
)
|
|
413
|
|
|
291
|
|
|||||||||
Balance at March 31, 2019
|
135,263
|
|
|
$
|
135
|
|
|
$
|
488,303
|
|
|
$
|
313,593
|
|
|
$
|
802,031
|
|
|
$
|
122,519
|
|
|
$
|
924,550
|
|
|
For the Three Months Ended March 31,
|
|
||||||
|
2019
|
|
2020
|
|
||||
Operating activities
|
|
|
|
|
|
|
||
Net income
|
$
|
53,344
|
|
|
$
|
70,448
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Distributions from unconsolidated subsidiaries
|
7,872
|
|
|
8,479
|
|
|
||
Depreciation and amortization
|
52,138
|
|
|
51,752
|
|
|
||
Provision for expected credit losses
|
1,567
|
|
|
199
|
|
|
||
Equity in earnings of unconsolidated subsidiaries
|
(4,366
|
)
|
|
(2,588
|
)
|
|
||
Gain on sale of assets and businesses
|
(6,233
|
)
|
|
(7,339
|
)
|
|
||
Stock compensation expense
|
6,255
|
|
|
6,903
|
|
|
||
Amortization of debt discount, premium and issuance costs
|
3,231
|
|
|
553
|
|
|
||
Deferred income taxes
|
(81
|
)
|
|
9,364
|
|
|
||
Changes in operating assets and liabilities, net of effects of business combinations:
|
|
|
|
|
|
|
||
Accounts receivable
|
(74,752
|
)
|
|
(53,928
|
)
|
|
||
Other current assets
|
(7,523
|
)
|
|
27
|
|
|
||
Other assets
|
57,319
|
|
|
2,248
|
|
|
||
Accounts payable
|
4,324
|
|
|
(8,992
|
)
|
|
||
Accrued expenses
|
(69,163
|
)
|
|
(44,455
|
)
|
|
||
Income taxes
|
17,830
|
|
|
11,413
|
|
|
||
Net cash provided by operating activities
|
41,762
|
|
|
44,084
|
|
|
||
Investing activities
|
|
|
|
|
|
|
||
Business combinations, net of cash acquired
|
(6,120
|
)
|
|
(6,833
|
)
|
|
||
Purchases of property and equipment
|
(49,073
|
)
|
|
(39,208
|
)
|
|
||
Investment in businesses
|
(27,608
|
)
|
|
(9,848
|
)
|
|
||
Proceeds from sale of assets and businesses
|
2
|
|
|
11,230
|
|
|
||
Net cash used in investing activities
|
(82,799
|
)
|
|
(44,659
|
)
|
|
||
Financing activities
|
|
|
|
|
|
|
||
Borrowings on revolving facilities
|
360,000
|
|
|
460,000
|
|
|
||
Payments on revolving facilities
|
(220,000
|
)
|
|
(295,000
|
)
|
|
||
Payments on term loans
|
(132,685
|
)
|
|
(39,843
|
)
|
|
||
Borrowings of other debt
|
8,290
|
|
|
6,487
|
|
|
||
Principal payments on other debt
|
(6,155
|
)
|
|
(8,099
|
)
|
|
||
Repurchase of common stock
|
—
|
|
|
(8,691
|
)
|
|
||
Increase in overdrafts
|
6,050
|
|
|
—
|
|
|
||
Proceeds from issuance of non-controlling interests
|
3,425
|
|
|
1,679
|
|
|
||
Distributions to and purchases of non-controlling interests
|
(5,251
|
)
|
|
(12,474
|
)
|
|
||
Purchase of membership interests of Concentra Group Holdings Parent (Note 4)
|
—
|
|
|
(366,203
|
)
|
|
||
Net cash provided by (used in) financing activities
|
13,674
|
|
|
(262,144
|
)
|
|
||
Net decrease in cash and cash equivalents
|
(27,363
|
)
|
|
(262,719
|
)
|
|
||
Cash and cash equivalents at beginning of period
|
175,178
|
|
|
335,882
|
|
|
||
Cash and cash equivalents at end of period
|
$
|
147,815
|
|
|
$
|
73,163
|
|
|
Supplemental Information
|
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
37,199
|
|
|
$
|
67,885
|
|
|
Cash paid for taxes
|
718
|
|
|
1,135
|
|
|
||
Operating lease right-of-use assets obtained in exchange for lease liabilities, excluding adoption impact of ASC Topic 842 at January 1, 2019
|
24,176
|
|
|
67,894
|
|
|
1.
|
Basis of Presentation
|
2.
|
Accounting Policies
|
3.
|
Credit Risk Concentrations
|
4.
|
Redeemable Non-Controlling Interests
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2020
|
||||
Balance as of January 1
|
$
|
780,488
|
|
|
$
|
974,541
|
|
Net income attributable to redeemable non-controlling interests
|
7,700
|
|
|
7,256
|
|
||
Distributions to and purchases of redeemable non-controlling interests
|
(2,771
|
)
|
|
(5,687
|
)
|
||
Purchase of membership interests of Concentra Group Holdings Parent
|
—
|
|
|
(366,203
|
)
|
||
Redemption adjustment on redeemable non-controlling interests
|
47,470
|
|
|
10,123
|
|
||
Other
|
354
|
|
|
347
|
|
||
Balance as of March 31
|
$
|
833,241
|
|
|
$
|
620,377
|
|
5.
|
Variable Interest Entities
|
6.
|
Intangible Assets
|
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance as of December 31, 2019
|
$
|
1,078,804
|
|
|
$
|
430,900
|
|
|
$
|
649,763
|
|
|
$
|
1,232,488
|
|
|
$
|
3,391,955
|
|
Acquired
|
—
|
|
|
—
|
|
|
610
|
|
|
4,567
|
|
|
5,177
|
|
|||||
Sold
|
—
|
|
|
—
|
|
|
(6,034
|
)
|
|
—
|
|
|
(6,034
|
)
|
|||||
Measurement period adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||||
Balance as of March 31, 2020
|
$
|
1,078,804
|
|
|
$
|
430,900
|
|
|
$
|
644,339
|
|
|
$
|
1,237,035
|
|
|
$
|
3,391,078
|
|
|
|
December 31, 2019
|
|
March 31, 2020
|
||||||||||||||||||||
|
|
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
|
|
17,157
|
|
|
—
|
|
|
17,157
|
|
|
18,348
|
|
|
—
|
|
|
18,348
|
|
||||||
Accreditations
|
|
1,874
|
|
|
—
|
|
|
1,874
|
|
|
1,874
|
|
|
—
|
|
|
1,874
|
|
||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trademarks
|
|
5,000
|
|
|
(5,000
|
)
|
|
—
|
|
|
5,000
|
|
|
(5,000
|
)
|
|
—
|
|
||||||
Customer relationships
|
|
287,373
|
|
|
(87,346
|
)
|
|
200,027
|
|
|
288,963
|
|
|
(93,814
|
)
|
|
195,149
|
|
||||||
Non-compete agreements
|
|
32,114
|
|
|
(8,802
|
)
|
|
23,312
|
|
|
32,845
|
|
|
(9,540
|
)
|
|
23,305
|
|
||||||
Total identifiable intangible assets
|
|
$
|
510,216
|
|
|
$
|
(101,148
|
)
|
|
$
|
409,068
|
|
|
$
|
513,728
|
|
|
$
|
(108,354
|
)
|
|
$
|
405,374
|
|
7.
|
Long-Term Debt and Notes Payable
|
|
Principal
Outstanding
|
|
Unamortized
Premium
(Discount)
|
|
Unamortized
Issuance
Costs
|
|
Carrying
Value
|
|
|
Fair
Value
|
||||||||||
Select 6.250% senior notes
|
$
|
1,225,000
|
|
|
$
|
38,437
|
|
|
$
|
(19,200
|
)
|
|
$
|
1,244,237
|
|
|
|
$
|
1,222,673
|
|
Select credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Select revolving facility
|
165,000
|
|
|
—
|
|
|
—
|
|
|
165,000
|
|
|
|
164,381
|
|
|||||
Select term loan
|
2,103,437
|
|
|
(9,905
|
)
|
|
(10,796
|
)
|
|
2,082,736
|
|
|
|
1,987,748
|
|
|||||
Other debt, including finance leases
|
78,617
|
|
|
—
|
|
|
(373
|
)
|
|
78,244
|
|
|
|
78,244
|
|
|||||
Total debt
|
$
|
3,572,054
|
|
|
$
|
28,532
|
|
|
$
|
(30,369
|
)
|
|
$
|
3,570,217
|
|
|
|
$
|
3,453,046
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Select 6.250% senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,225,000
|
|
|
$
|
1,225,000
|
|
Select credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Select revolving facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,000
|
|
|
—
|
|
|
165,000
|
|
|||||||
Select term loan
|
—
|
|
|
—
|
|
|
—
|
|
|
4,757
|
|
|
11,150
|
|
|
2,087,530
|
|
|
2,103,437
|
|
|||||||
Other debt, including finance leases
|
14,318
|
|
|
8,130
|
|
|
17,215
|
|
|
3,364
|
|
|
23,550
|
|
|
12,040
|
|
|
78,617
|
|
|||||||
Total debt
|
$
|
14,318
|
|
|
$
|
8,130
|
|
|
$
|
17,215
|
|
|
$
|
8,121
|
|
|
$
|
199,700
|
|
|
$
|
3,324,570
|
|
|
$
|
3,572,054
|
|
|
Principal
Outstanding
|
|
Unamortized
Premium
(Discount)
|
|
Unamortized
Issuance
Costs
|
|
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 revolving facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||
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
|
|
8.
|
Segment Information
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2020
|
||||
|
(in thousands)
|
|||||||
Net operating revenues:(1)
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
457,534
|
|
|
$
|
500,521
|
|
Rehabilitation hospital
|
|
154,558
|
|
|
182,019
|
|
||
Outpatient rehabilitation
|
|
246,905
|
|
|
255,249
|
|
||
Concentra
|
|
396,321
|
|
|
398,535
|
|
||
Other
|
|
69,313
|
|
|
78,308
|
|
||
Total Company
|
|
$
|
1,324,631
|
|
|
$
|
1,414,632
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
72,998
|
|
|
$
|
88,570
|
|
Rehabilitation hospital
|
|
25,797
|
|
|
38,569
|
|
||
Outpatient rehabilitation
|
|
28,991
|
|
|
27,122
|
|
||
Concentra
|
|
66,258
|
|
|
61,466
|
|
||
Other
|
|
(23,927
|
)
|
|
(28,394
|
)
|
||
Total Company
|
|
$
|
170,117
|
|
|
$
|
187,333
|
|
Total assets:
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
2,062,659
|
|
|
$
|
2,148,779
|
|
Rehabilitation hospital
|
|
1,089,391
|
|
|
1,127,267
|
|
||
Outpatient rehabilitation
|
|
1,250,015
|
|
|
1,285,449
|
|
||
Concentra
|
|
2,464,317
|
|
|
2,354,169
|
|
||
Other
|
|
155,110
|
|
|
199,903
|
|
||
Total Company
|
|
$
|
7,021,492
|
|
|
$
|
7,115,567
|
|
Purchases of property and equipment:
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
10,160
|
|
|
$
|
8,965
|
|
Rehabilitation hospital
|
|
13,183
|
|
|
3,325
|
|
||
Outpatient rehabilitation
|
|
9,040
|
|
|
8,384
|
|
||
Concentra
|
|
15,698
|
|
|
15,586
|
|
||
Other
|
|
992
|
|
|
2,948
|
|
||
Total Company
|
|
$
|
49,073
|
|
|
$
|
39,208
|
|
(1)
|
Prior to the quarter ended June 30, 2019, the financial results of employee leasing services provided to non-consolidating subsidiaries were included with the Company’s reportable segments. These results are now reported as part of the Company’s other activities. Net operating revenues have been conformed to the current presentation for the three months ended March 31, 2019.
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Adjusted EBITDA
|
$
|
72,998
|
|
|
$
|
25,797
|
|
|
$
|
28,991
|
|
|
$
|
66,258
|
|
|
$
|
(23,927
|
)
|
|
|
|
|
Depreciation and amortization
|
(11,451
|
)
|
|
(6,402
|
)
|
|
(7,032
|
)
|
|
(24,904
|
)
|
|
(2,349
|
)
|
|
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(767
|
)
|
|
(5,488
|
)
|
|
|
|
||||||
Income (loss) from operations
|
$
|
61,547
|
|
|
$
|
19,395
|
|
|
$
|
21,959
|
|
|
$
|
40,587
|
|
|
$
|
(31,764
|
)
|
|
$
|
111,724
|
|
Equity in earnings of unconsolidated subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,366
|
|
|||||||
Gain on sale of businesses
|
|
|
|
|
|
|
|
|
|
|
6,532
|
|
|||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(50,811
|
)
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
71,811
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||||
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Adjusted EBITDA
|
$
|
88,570
|
|
|
$
|
38,569
|
|
|
$
|
27,122
|
|
|
$
|
61,466
|
|
|
$
|
(28,394
|
)
|
|
|
|
|
Depreciation and amortization
|
(12,336
|
)
|
|
(6,887
|
)
|
|
(7,218
|
)
|
|
(22,887
|
)
|
|
(2,424
|
)
|
|
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(767
|
)
|
|
(6,136
|
)
|
|
|
|
||||||
Income (loss) from operations
|
$
|
76,234
|
|
|
$
|
31,682
|
|
|
$
|
19,904
|
|
|
$
|
37,812
|
|
|
$
|
(36,954
|
)
|
|
$
|
128,678
|
|
Equity in earnings of unconsolidated subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,588
|
|
|||||||
Gain on sale of businesses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,201
|
|
|||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46,107
|
)
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
92,360
|
|
9.
|
Revenue from Contracts with Customers
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Patient service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medicare
|
$
|
238,169
|
|
|
$
|
74,579
|
|
|
$
|
40,278
|
|
|
$
|
555
|
|
|
$
|
—
|
|
|
$
|
353,581
|
|
Non-Medicare
|
216,959
|
|
|
70,642
|
|
|
187,914
|
|
|
393,236
|
|
|
—
|
|
|
868,751
|
|
||||||
Total patient services revenues
|
455,128
|
|
|
145,221
|
|
|
228,192
|
|
|
393,791
|
|
|
—
|
|
|
1,222,332
|
|
||||||
Other revenues(1)
|
2,406
|
|
|
9,337
|
|
|
18,713
|
|
|
2,530
|
|
|
69,313
|
|
|
102,299
|
|
||||||
Total net operating revenues
|
$
|
457,534
|
|
|
$
|
154,558
|
|
|
$
|
246,905
|
|
|
$
|
396,321
|
|
|
$
|
69,313
|
|
|
$
|
1,324,631
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||||
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Patient service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medicare
|
$
|
241,509
|
|
|
$
|
90,752
|
|
|
$
|
40,832
|
|
|
$
|
472
|
|
|
$
|
—
|
|
|
$
|
373,565
|
|
Non-Medicare
|
255,947
|
|
|
81,436
|
|
|
196,890
|
|
|
395,033
|
|
|
—
|
|
|
929,306
|
|
||||||
Total patient services revenues
|
497,456
|
|
|
172,188
|
|
|
237,722
|
|
|
395,505
|
|
|
—
|
|
|
1,302,871
|
|
||||||
Other revenues
|
3,065
|
|
|
9,831
|
|
|
17,527
|
|
|
3,030
|
|
|
78,308
|
|
|
111,761
|
|
||||||
Total net operating revenues
|
$
|
500,521
|
|
|
$
|
182,019
|
|
|
$
|
255,249
|
|
|
$
|
398,535
|
|
|
$
|
78,308
|
|
|
$
|
1,414,632
|
|
(1)
|
Prior to the quarter ended June 30, 2019, the financial results of employee leasing services provided to non-consolidating subsidiaries were included with the Company’s reportable segments. These results are now reported as part of the Company’s other activities. Net operating revenues have been conformed to the current presentation for the three months ended March 31, 2019.
|
10.
|
Earnings per Share
|
(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. There were no dividends declared or contractual dividends paid for the three months ended March 31, 2019 and 2020.
|
(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.
|
|
|
Basic EPS
|
|
Diluted EPS
|
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
|
||||||||||||
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
||||||||
|
|
(in thousands)
|
|
||||||||||||||
Net income
|
|
$
|
53,344
|
|
|
$
|
70,448
|
|
|
$
|
53,344
|
|
|
$
|
70,448
|
|
|
Less: net income attributable to non-controlling interests
|
|
12,510
|
|
|
17,323
|
|
|
12,510
|
|
|
17,323
|
|
|
||||
Net income attributable to the Company
|
|
40,834
|
|
|
53,125
|
|
|
40,834
|
|
|
53,125
|
|
|
||||
Less: net income attributable to participating securities
|
|
1,343
|
|
|
1,818
|
|
|
1,343
|
|
|
1,818
|
|
|
||||
Net income attributable to common shares
|
|
$
|
39,491
|
|
|
$
|
51,307
|
|
|
$
|
39,491
|
|
|
$
|
51,307
|
|
|
|
|
Three Months Ended March 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
|
|
$
|
39,491
|
|
|
130,821
|
|
|
$
|
0.30
|
|
|
|
$
|
39,491
|
|
|
130,861
|
|
|
$
|
0.30
|
|
Participating securities
|
|
1,343
|
|
|
4,449
|
|
|
$
|
0.30
|
|
|
|
1,343
|
|
|
4,449
|
|
|
$
|
0.30
|
|
||
Total Company
|
|
$
|
40,834
|
|
|
|
|
|
|
|
$
|
40,834
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020
|
|||||||||||||||||||||
|
|
Net Income Allocation
|
|
Shares(1)
|
|
Basic EPS
|
|
|
Net Income Allocation
|
|
Shares(1)
|
|
Diluted EPS
|
||||||||||
|
|
(in thousands, except for per share amounts)
|
|||||||||||||||||||||
Common shares
|
|
$
|
51,307
|
|
|
129,638
|
|
|
$
|
0.40
|
|
|
|
$
|
51,307
|
|
|
129,638
|
|
|
$
|
0.40
|
|
Participating securities
|
|
1,818
|
|
|
4,594
|
|
|
$
|
0.40
|
|
|
|
1,818
|
|
|
4,594
|
|
|
$
|
0.40
|
|
||
Total Company
|
|
$
|
53,125
|
|
|
|
|
|
|
|
$
|
53,125
|
|
|
|
|
|
11.
|
Commitments and Contingencies
|
12.
|
Income Taxes
|
13.
|
Subsequent Events
|
•
|
developments related to the COVID-19 pandemic including, but not limited to, the duration and severity of the pandemic, additional measures taken by government authorities and the private sector to limit the spread of COVID-19, and further legislative and regulatory actions which impact healthcare providers, including actions that may impact the Medicare program;
|
•
|
changes in government reimbursement for our services and/or new payment policies may result in a reduction in net operating revenues, an increase in costs, and a reduction in profitability;
|
•
|
the failure of our Medicare-certified long term care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our net operating revenues and profitability to decline;
|
•
|
the failure of our Medicare-certified long term care hospitals and inpatient rehabilitation facilities operated as “hospitals within hospitals” to qualify as hospitals separate from their host hospitals may cause our net operating revenues and profitability to decline;
|
•
|
a government investigation or assertion that we have violated applicable regulations may result in sanctions or reputational harm and increased costs;
|
•
|
acquisitions or joint ventures may prove difficult or unsuccessful, use significant resources, or expose us to unforeseen liabilities;
|
•
|
our plans and expectations related to our acquisitions and our ability to realize anticipated synergies;
|
•
|
private third-party payors for our services may adopt payment policies that could limit our future net operating revenues and profitability;
|
•
|
the failure to maintain established relationships with the physicians in the areas we serve could reduce our net operating revenues and profitability;
|
•
|
shortages in qualified nurses, therapists, physicians, or other licensed providers, or the inability to attract or retain healthcare professionals due to the heightened risk of infection related to the COVID-19 pandemic, could increase our operating costs significantly or limit our ability to staff our facilities;
|
•
|
competition may limit our ability to grow and result in a decrease in our net operating revenues and profitability;
|
•
|
the loss of key members of our management team could significantly disrupt our operations;
|
•
|
the effect of claims asserted against us could subject us to substantial uninsured liabilities;
|
•
|
a security breach of our or our third-party vendors’ information technology systems may subject us to potential legal and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act; and
|
•
|
other factors discussed from time to time in our filings with the SEC, including factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, as such risk factors may be updated from time to time in our periodic filings with the SEC, including the risk factors discussed in Item 1A. Risk Factors on this Form 10-Q.
|
|
|
Three Months Ended March 31,
|
|
||||||
|
|
2019
|
|
2020
|
|
||||
|
|
(in thousands)
|
|||||||
Net income
|
|
$
|
53,344
|
|
|
$
|
70,448
|
|
|
Income tax expense
|
|
18,467
|
|
|
21,912
|
|
|
||
Interest expense
|
|
50,811
|
|
|
46,107
|
|
|
||
Gain on sale of businesses
|
|
(6,532
|
)
|
|
(7,201
|
)
|
|
||
Equity in earnings of unconsolidated subsidiaries
|
|
(4,366
|
)
|
|
(2,588
|
)
|
|
||
Income from operations
|
|
111,724
|
|
|
128,678
|
|
|
||
Stock compensation expense:
|
|
|
|
|
|
|
|
||
Included in general and administrative
|
|
4,748
|
|
|
5,437
|
|
|
||
Included in cost of services
|
|
1,507
|
|
|
1,466
|
|
|
||
Depreciation and amortization
|
|
52,138
|
|
|
51,752
|
|
|
||
Adjusted EBITDA
|
|
$
|
170,117
|
|
|
$
|
187,333
|
|
|
|
|
Two Months Ended February
|
|
|
One Month Ended March
|
|
|
Three Months Ended March
|
||||||||||||||||||||||||
|
|
2019
|
|
2020
|
|
%
Change
|
|
|
2019
|
|
2020
|
|
%
Change
|
|
|
2019
|
|
2020
|
||||||||||||||
Selected financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Critical illness recovery hospital
|
|
$
|
295,385
|
|
|
$
|
328,613
|
|
|
11.2
|
%
|
|
|
$
|
162,149
|
|
|
$
|
171,908
|
|
|
6.0
|
%
|
|
|
$
|
457,534
|
|
|
$
|
500,521
|
|
Rehabilitation hospital
|
|
98,695
|
|
|
122,363
|
|
|
24.0
|
|
|
|
55,863
|
|
|
59,656
|
|
|
6.8
|
|
|
|
154,558
|
|
|
182,019
|
|
||||||
Outpatient rehabilitation
|
|
161,758
|
|
|
179,163
|
|
|
10.8
|
|
|
|
85,147
|
|
|
76,086
|
|
|
(10.6
|
)
|
|
|
246,905
|
|
|
255,249
|
|
||||||
Concentra
|
|
259,816
|
|
|
274,926
|
|
|
5.8
|
|
|
|
136,505
|
|
|
123,609
|
|
|
(9.4
|
)
|
|
|
396,321
|
|
|
398,535
|
|
||||||
Other(1)
|
|
38,532
|
|
|
54,283
|
|
|
40.9
|
|
|
|
30,781
|
|
|
24,025
|
|
|
(21.9
|
)
|
|
|
69,313
|
|
|
78,308
|
|
||||||
Total Company
|
|
$
|
854,186
|
|
|
$
|
959,348
|
|
|
12.3
|
%
|
|
|
$
|
470,445
|
|
|
$
|
455,284
|
|
|
(3.2
|
)%
|
|
|
$
|
1,324,631
|
|
|
$
|
1,414,632
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Critical illness recovery hospital
|
|
$
|
36,355
|
|
|
$
|
48,395
|
|
|
33.1
|
%
|
|
|
$
|
25,192
|
|
|
$
|
27,839
|
|
|
10.5
|
%
|
|
|
$
|
61,547
|
|
|
$
|
76,234
|
|
Rehabilitation hospital
|
|
11,605
|
|
|
22,855
|
|
|
96.9
|
|
|
|
7,790
|
|
|
8,827
|
|
|
13.3
|
|
|
|
19,395
|
|
|
31,682
|
|
||||||
Outpatient rehabilitation
|
|
12,623
|
|
|
18,289
|
|
|
44.9
|
|
|
|
9,336
|
|
|
1,615
|
|
|
(82.7
|
)
|
|
|
21,959
|
|
|
19,904
|
|
||||||
Concentra
|
|
23,373
|
|
|
29,624
|
|
|
26.7
|
|
|
|
17,214
|
|
|
8,188
|
|
|
(52.4
|
)
|
|
|
40,587
|
|
|
37,812
|
|
||||||
Other(1)
|
|
(22,432
|
)
|
|
(24,868
|
)
|
|
(10.9
|
)
|
|
|
(9,332
|
)
|
|
(12,086
|
)
|
|
(29.5
|
)
|
|
|
(31,764
|
)
|
|
(36,954
|
)
|
||||||
Total Company
|
|
$
|
61,524
|
|
|
$
|
94,295
|
|
|
53.3
|
%
|
|
|
$
|
50,200
|
|
|
$
|
34,383
|
|
|
(31.5
|
)%
|
|
|
$
|
111,724
|
|
|
$
|
128,678
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Critical illness recovery hospital
|
|
$
|
44,035
|
|
|
$
|
56,648
|
|
|
28.6
|
%
|
|
|
$
|
28,963
|
|
|
$
|
31,922
|
|
|
10.2
|
%
|
|
|
$
|
72,998
|
|
|
$
|
88,570
|
|
Rehabilitation hospital
|
|
15,908
|
|
|
27,448
|
|
|
72.5
|
|
|
|
9,889
|
|
|
11,121
|
|
|
12.5
|
|
|
|
25,797
|
|
|
38,569
|
|
||||||
Outpatient rehabilitation
|
|
17,265
|
|
|
23,062
|
|
|
33.6
|
|
|
|
11,726
|
|
|
4,060
|
|
|
(65.4
|
)
|
|
|
28,991
|
|
|
27,122
|
|
||||||
Concentra
|
|
40,785
|
|
|
45,537
|
|
|
11.7
|
|
|
|
25,473
|
|
|
15,929
|
|
|
(37.5
|
)
|
|
|
66,258
|
|
|
61,466
|
|
||||||
Other(1)
|
|
(17,278
|
)
|
|
(19,281
|
)
|
|
(11.6
|
)
|
|
|
(6,649
|
)
|
|
(9,113
|
)
|
|
(37.1
|
)
|
|
|
(23,927
|
)
|
|
(28,394
|
)
|
||||||
Total Company
|
|
$
|
100,715
|
|
|
$
|
133,414
|
|
|
32.5
|
%
|
|
|
$
|
69,402
|
|
|
$
|
53,919
|
|
|
(22.3
|
)%
|
|
|
$
|
170,117
|
|
|
$
|
187,333
|
|
Adjusted EBITDA margins:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Critical illness recovery hospital
|
|
14.9
|
%
|
|
17.2
|
%
|
|
|
|
|
17.9
|
%
|
|
18.6
|
%
|
|
|
|
|
16.0
|
%
|
|
17.7
|
%
|
||||||||
Rehabilitation hospital
|
|
16.1
|
|
|
22.4
|
|
|
|
|
|
17.7
|
|
|
18.6
|
|
|
|
|
|
16.7
|
|
|
21.2
|
|
||||||||
Outpatient rehabilitation
|
|
10.7
|
|
|
12.9
|
|
|
|
|
|
13.8
|
|
|
5.3
|
|
|
|
|
|
11.7
|
|
|
10.6
|
|
||||||||
Concentra
|
|
15.7
|
|
|
16.6
|
|
|
|
|
|
18.7
|
|
|
12.9
|
|
|
|
|
|
16.7
|
|
|
15.4
|
|
||||||||
Other(1)
|
|
N/M
|
|
|
N/M
|
|
|
|
|
|
N/M
|
|
|
N/M
|
|
|
|
|
|
N/M
|
|
|
N/M
|
|
||||||||
Total Company
|
|
11.8
|
%
|
|
13.9
|
%
|
|
|
|
|
14.8
|
%
|
|
11.8
|
%
|
|
|
|
|
12.8
|
%
|
|
13.2
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Two Months Ended February
|
|
|
One Month Ended March
|
|
|
Three Months Ended March
|
||||||||||||||||||||||||
|
|
2019
|
|
2020
|
|
%
Change
|
|
|
2019
|
|
2020
|
|
%
Change
|
|
|
2019
|
|
2020
|
||||||||||||||
Operating statistics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Critical illness recovery hospital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Admissions
|
|
6,303
|
|
|
6,427
|
|
|
2.0
|
%
|
|
|
3,153
|
|
|
3,106
|
|
|
(1.5
|
)%
|
|
|
9,456
|
|
|
9,533
|
|
||||||
Patient days
|
|
167,044
|
|
|
178,627
|
|
|
6.9
|
%
|
|
|
91,085
|
|
|
91,831
|
|
|
0.8
|
%
|
|
|
258,129
|
|
|
270,458
|
|
||||||
Occupancy rate
|
|
70
|
%
|
|
70
|
%
|
|
|
|
|
73
|
%
|
|
70
|
%
|
|
|
|
|
71
|
%
|
|
70
|
%
|
||||||||
Rehabilitation hospital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Admissions
|
|
3,758
|
|
|
4,412
|
|
|
17.4
|
%
|
|
|
2,078
|
|
|
1,921
|
|
|
(7.6
|
)%
|
|
|
5,836
|
|
|
6,333
|
|
||||||
Patient days
|
|
52,876
|
|
|
63,924
|
|
|
20.9
|
%
|
|
|
29,940
|
|
|
30,644
|
|
|
2.4
|
%
|
|
|
82,816
|
|
|
94,568
|
|
||||||
Occupancy rate
|
|
75
|
%
|
|
81
|
%
|
|
|
|
|
78
|
%
|
|
76
|
%
|
|
|
|
|
76
|
%
|
|
79
|
%
|
||||||||
Outpatient rehabilitation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Number of visits
|
|
1,345,617
|
|
|
1,496,232
|
|
|
11.2
|
%
|
|
|
708,866
|
|
|
626,433
|
|
|
(11.6
|
)%
|
|
|
2,054,483
|
|
|
2,122,665
|
|
||||||
Concentra:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Number of visits
|
|
1,904,663
|
|
|
1,997,810
|
|
|
4.9
|
%
|
|
|
1,006,944
|
|
|
879,585
|
|
|
(12.6
|
)%
|
|
|
2,911,607
|
|
|
2,877,395
|
|
N/M —
|
Not meaningful.
|
(1)
|
Other includes our corporate administration and shared services, as well as employee leasing services with our non-consolidating subsidiaries.
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||||
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Net operating revenues
|
$
|
500,521
|
|
|
$
|
182,019
|
|
|
$
|
255,249
|
|
|
$
|
398,535
|
|
|
$
|
78,308
|
|
|
$
|
1,414,632
|
|
Operating expenses
|
411,951
|
|
|
143,450
|
|
|
228,127
|
|
|
337,836
|
|
|
112,838
|
|
|
1,234,202
|
|
||||||
Depreciation and amortization
|
12,336
|
|
|
6,887
|
|
|
7,218
|
|
|
22,887
|
|
|
2,424
|
|
|
51,752
|
|
||||||
Income (loss) from operations
|
$
|
76,234
|
|
|
$
|
31,682
|
|
|
$
|
19,904
|
|
|
$
|
37,812
|
|
|
$
|
(36,954
|
)
|
|
$
|
128,678
|
|
Depreciation and amortization
|
12,336
|
|
|
6,887
|
|
|
7,218
|
|
|
22,887
|
|
|
2,424
|
|
|
51,752
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
767
|
|
|
6,136
|
|
|
6,903
|
|
||||||
Adjusted EBITDA
|
$
|
88,570
|
|
|
$
|
38,569
|
|
|
$
|
27,122
|
|
|
$
|
61,466
|
|
|
$
|
(28,394
|
)
|
|
$
|
187,333
|
|
Adjusted EBITDA margin
|
17.7
|
%
|
|
21.2
|
%
|
|
10.6
|
%
|
|
15.4
|
%
|
|
N/M
|
|
|
13.2
|
%
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Net operating revenues(1)
|
$
|
457,534
|
|
|
$
|
154,558
|
|
|
$
|
246,905
|
|
|
$
|
396,321
|
|
|
$
|
69,313
|
|
|
$
|
1,324,631
|
|
Operating expenses(1)
|
384,536
|
|
|
128,761
|
|
|
217,914
|
|
|
330,830
|
|
|
98,728
|
|
|
1,160,769
|
|
||||||
Depreciation and amortization
|
11,451
|
|
|
6,402
|
|
|
7,032
|
|
|
24,904
|
|
|
2,349
|
|
|
52,138
|
|
||||||
Income (loss) from operations
|
$
|
61,547
|
|
|
$
|
19,395
|
|
|
$
|
21,959
|
|
|
$
|
40,587
|
|
|
$
|
(31,764
|
)
|
|
$
|
111,724
|
|
Depreciation and amortization
|
11,451
|
|
|
6,402
|
|
|
7,032
|
|
|
24,904
|
|
|
2,349
|
|
|
52,138
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
767
|
|
|
5,488
|
|
|
6,255
|
|
||||||
Adjusted EBITDA
|
$
|
72,998
|
|
|
$
|
25,797
|
|
|
$
|
28,991
|
|
|
$
|
66,258
|
|
|
$
|
(23,927
|
)
|
|
$
|
170,117
|
|
Adjusted EBITDA margin
|
16.0
|
%
|
|
16.7
|
%
|
|
11.7
|
%
|
|
16.7
|
%
|
|
N/M
|
|
|
12.8
|
%
|
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
||||||
Change in net operating revenues
|
9.4
|
%
|
|
17.8
|
%
|
|
3.4
|
%
|
|
0.6
|
%
|
|
13.0
|
%
|
|
6.8
|
%
|
Change in income from operations
|
23.9
|
%
|
|
63.4
|
%
|
|
(9.4
|
)%
|
|
(6.8
|
)%
|
|
(16.3
|
)%
|
|
15.2
|
%
|
Change in Adjusted EBITDA
|
21.3
|
%
|
|
49.5
|
%
|
|
(6.4
|
)%
|
|
(7.2
|
)%
|
|
(18.7
|
)%
|
|
10.1
|
%
|
N/M —
|
Not meaningful.
|
(1)
|
For the three months ended March 31, 2019, the financial results of our reportable segments have been changed to remove the net operating revenues and expenses associated with employee leasing services provided to our non-consolidating subsidiaries. These results are now reported as part of our other activities. We lease employees at cost to these non-consolidating subsidiaries.
|
i.
|
Inpatient rehabilitation facilities (“IRFs”), IRF units, and hospitals and units applying to be classified as IRFs, can exclude patients admitted solely to respond to the emergency from the calculation of the “60 percent rule” thresholds to receive payment as an IRF.
|
ii.
|
Long-term care hospitals (“LTCHs”), and hospitals seeking LTCH classification, can exclude patient stays from the greater-than-25-day average length of stay requirement where the patient was admitted or discharged to meet the demands of the emergency.
|
iii.
|
Medicare will not require out-of-state physician and non-physician practitioners to be licensed in the state where they are providing services when they are licensed in another state, subject to state or local licensure requirements.
|
iv.
|
Many requirements under the hospital conditions of participation (“CoPs”) are waived during the emergency period to give hospitals more flexibility in treating COVID-19 patients.
|
v.
|
Hospitals can operate temporary expansion locations without meeting the provider-based entity requirements or the hospital CoPs that continue to apply during the emergency. This waiver also allows hospitals to change the status of their current provider-based department locations to meet patient needs as part of the state or local pandemic plan.
|
vi.
|
IRFs, LTCHs and certain other providers do not need to submit quality data to Medicare for October 1, 2019 through June 30, 2020 to comply with the quality reporting programs.
|
vii.
|
The HHS Office of the Inspector General (“OIG”) waived sanctions under the physician self-referral law (i.e., Stark law) for patient referrals and claims related to the emergency. The OIG will also exercise enforcement discretion to not impose administrative sanctions under the federal anti-kickback statute for many payments covered by the Stark law waivers.
|
i.
|
$100 billion in appropriations for the Public Health and Social Services Emergency Fund to be used for preventing, preparing, and responding to the coronavirus, and for reimbursing “eligible health care providers for health care related expenses or lost revenues that are attributable to coronavirus.” Half of the fund is allocated for general distribution to Medicare providers. The first $30 billion was distributed to health care providers that received Medicare fee-for-service payments in 2019. The remaining $20 billion is being distributed to Medicare providers in a manner that makes the entire $50 billion general distribution proportional to providers’ share of 2018 net patient revenue. The other half of the fund is for targeted allocations to providers in high impact COVID-19 areas ($10 billion), rural providers ($10 billion), Indian Health Service ($400 million), and unspecified allocations for treatment of uninsured COVID-19 patients and providers who need additional funding such as skilled nursing facilities, dentists, and providers that only treat Medicaid patients.
|
ii.
|
Expansion of the Accelerated and Advance Payment Program to advance three months of payments to Medicare providers as loans to be repaid after 120 days.
|
iii.
|
Temporary suspension of the 2% cut to Medicare payments due to sequestration so that, for the period of May 1, 2020 to December 31, 2020, the Medicare program will be exempt from any sequestration order.
|
iv.
|
Two waivers of Medicare statutory requirements regarding site neutral payment to LTCHs. The first waives the LTCH discharge payment percentage requirement (i.e., 50% rule) for the cost reporting period(s) that include the emergency period. The second waives application of the site neutral payment rate so that all LTCH cases admitted during the emergency period will be paid the LTCH-PPS standard federal rate.
|
v.
|
Waiver of the IRF 3-hour rule so that IRF services provided during the public health emergency period do not need to meet the coverage requirement that patients receive at least 3 hours of therapy a day or 15 hours of therapy per week.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2020
|
||||
Critical illness recovery hospital data:
|
|
|
|
|
|
|
||
Number of hospitals owned—start of period
|
|
96
|
|
|
100
|
|
||
Number of hospitals acquired
|
|
—
|
|
|
—
|
|
||
Number of hospital start-ups
|
|
—
|
|
|
—
|
|
||
Number of hospitals closed/sold
|
|
—
|
|
|
—
|
|
||
Number of hospitals owned—end of period
|
|
96
|
|
|
100
|
|
||
Number of hospitals managed—end of period
|
|
1
|
|
|
1
|
|
||
Total number of hospitals (all)—end of period
|
|
97
|
|
|
101
|
|
||
Available licensed beds(1)
|
|
4,071
|
|
|
4,286
|
|
||
Admissions(1)(2)
|
|
9,456
|
|
|
9,533
|
|
||
Patient days(1)(3)
|
|
258,129
|
|
|
270,458
|
|
||
Average length of stay (days)(1)(4)
|
|
28
|
|
|
29
|
|
||
Net revenue per patient day(1)(5)
|
|
$
|
1,759
|
|
|
$
|
1,839
|
|
Occupancy rate(1)(6)
|
|
71
|
%
|
|
70
|
%
|
||
Percent patient days—Medicare(1)(7)
|
|
53
|
%
|
|
49
|
%
|
||
Rehabilitation hospital data:
|
|
|
|
|
||||
Number of hospitals owned—start of period
|
|
17
|
|
|
19
|
|
||
Number of hospitals acquired
|
|
—
|
|
|
—
|
|
||
Number of hospital start-ups
|
|
1
|
|
|
—
|
|
||
Number of hospitals closed/sold
|
|
—
|
|
|
—
|
|
||
Number of hospitals owned—end of period
|
|
18
|
|
|
19
|
|
||
Number of hospitals managed—end of period
|
|
9
|
|
|
10
|
|
||
Total number of hospitals (all)—end of period
|
|
27
|
|
|
29
|
|
||
Available licensed beds(1)
|
|
1,239
|
|
|
1,309
|
|
||
Admissions(1)(2)
|
|
5,836
|
|
|
6,333
|
|
||
Patient days(1)(3)
|
|
82,816
|
|
|
94,568
|
|
||
Average length of stay (days)(1)(4)
|
|
14
|
|
|
15
|
|
||
Net revenue per patient day(1)(5)
|
|
$
|
1,633
|
|
|
$
|
1,732
|
|
Occupancy rate(1)(6)
|
|
76
|
%
|
|
79
|
%
|
||
Percent patient days—Medicare(1)(7)
|
|
52
|
%
|
|
51
|
%
|
||
Outpatient rehabilitation data:
|
|
|
|
|
||||
Number of clinics owned—start of period
|
|
1,423
|
|
|
1,461
|
|
||
Number of clinics acquired
|
|
4
|
|
|
2
|
|
||
Number of clinic start-ups
|
|
11
|
|
|
12
|
|
||
Number of clinics closed/sold
|
|
(31
|
)
|
|
(4
|
)
|
||
Number of clinics owned—end of period
|
|
1,407
|
|
|
1,471
|
|
||
Number of clinics managed—end of period
|
|
277
|
|
|
282
|
|
||
Total number of clinics (all)—end of period
|
|
1,684
|
|
|
1,753
|
|
||
Number of visits(1)(8)
|
|
2,054,483
|
|
|
2,122,665
|
|
||
Net revenue per visit(1)(9)
|
|
$
|
103
|
|
|
$
|
104
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2020
|
||||
Concentra data:
|
|
|
|
|
||||
Number of centers owned—start of period
|
|
524
|
|
|
521
|
|
||
Number of centers acquired
|
|
1
|
|
|
4
|
|
||
Number of center start-ups
|
|
—
|
|
|
—
|
|
||
Number of centers closed/sold
|
|
—
|
|
|
(2
|
)
|
||
Number of centers owned—end of period
|
|
525
|
|
|
523
|
|
||
Number of onsite clinics operated—end of period
|
|
129
|
|
|
128
|
|
||
Number of CBOCs owned—end of period
|
|
31
|
|
|
33
|
|
||
Number of visits(1)(8)
|
|
2,911,607
|
|
|
2,877,395
|
|
||
Net revenue per visit(1)(9)
|
|
$
|
124
|
|
|
$
|
123
|
|
(1)
|
Data excludes locations managed by the Company. For purposes of our Concentra segment, onsite clinics and community-based outpatient clinics are excluded.
|
(2)
|
Represents the number of patients admitted to our hospitals during the periods presented.
|
(3)
|
Each patient day represents one patient occupying one bed for one day during the periods presented.
|
(4)
|
Represents the average number of days in which patients were admitted to our hospitals. Average length of stay is calculated by dividing the number of patient days, as presented above, by the number of patients discharged from our hospitals during the periods presented.
|
(5)
|
Represents the average amount of revenue recognized for each patient day. Net revenue per patient day is calculated by dividing patient service revenues, excluding revenues from certain other ancillary and outpatient services provided at our hospitals, by the total number of patient days.
|
(6)
|
Represents the portion of our hospitals being utilized for patient care during the periods presented. Occupancy rate is calculated using the number of patient days, as presented above, divided by the total number of bed days available during the period. Bed days available is derived by adding the daily number of available licensed beds for each of the periods presented.
|
(7)
|
Represents the portion of our patient days which are paid by Medicare. The Medicare patient day percentage is calculated by dividing the total number of patient days which are paid by Medicare by the total number of patient days, as presented above.
|
(8)
|
Represents the number of visits in which patients were treated at our outpatient rehabilitation clinics and Concentra centers during the periods presented.
|
(9)
|
Represents the average amount of revenue recognized for each patient visit. Net revenue per visit is calculated by dividing patient service revenue, excluding revenues from certain other ancillary services, by the total number of visits.
|
|
|
Three Months Ended March 31,
|
||||
|
|
2019
|
|
2020
|
||
Net operating revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of services, exclusive of depreciation and amortization(1)
|
|
85.5
|
|
|
84.9
|
|
General and administrative
|
|
2.2
|
|
|
2.4
|
|
Depreciation and amortization
|
|
3.9
|
|
|
3.6
|
|
Income from operations
|
|
8.4
|
|
|
9.1
|
|
Equity in earnings of unconsolidated subsidiaries
|
|
0.3
|
|
|
0.2
|
|
Gain on sale of businesses
|
|
0.5
|
|
|
0.5
|
|
Interest expense
|
|
(3.8
|
)
|
|
(3.3
|
)
|
Income before income taxes
|
|
5.4
|
|
|
6.5
|
|
Income tax expense
|
|
1.4
|
|
|
1.5
|
|
Net income
|
|
4.0
|
|
|
5.0
|
|
Net income attributable to non-controlling interests
|
|
0.9
|
|
|
1.2
|
|
Net income attributable to Select Medical Holdings Corporation
|
|
3.1
|
%
|
|
3.8
|
%
|
(1)
|
Cost of services includes salaries, wages and benefits, operating supplies, lease and rent expense, and other operating costs.
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
2019(2)
|
|
2020
|
|
% Change
|
|||||
|
|
|
|||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
457,534
|
|
|
$
|
500,521
|
|
|
9.4
|
%
|
Rehabilitation hospital
|
|
154,558
|
|
|
182,019
|
|
|
17.8
|
|
||
Outpatient rehabilitation
|
|
246,905
|
|
|
255,249
|
|
|
3.4
|
|
||
Concentra
|
|
396,321
|
|
|
398,535
|
|
|
0.6
|
|
||
Other(1)
|
|
69,313
|
|
|
78,308
|
|
|
13.0
|
|
||
Total Company
|
|
$
|
1,324,631
|
|
|
$
|
1,414,632
|
|
|
6.8
|
%
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
61,547
|
|
|
$
|
76,234
|
|
|
23.9
|
%
|
Rehabilitation hospital
|
|
19,395
|
|
|
31,682
|
|
|
63.4
|
|
||
Outpatient rehabilitation
|
|
21,959
|
|
|
19,904
|
|
|
(9.4
|
)
|
||
Concentra
|
|
40,587
|
|
|
37,812
|
|
|
(6.8
|
)
|
||
Other(1)
|
|
(31,764
|
)
|
|
(36,954
|
)
|
|
(16.3
|
)
|
||
Total Company
|
|
$
|
111,724
|
|
|
$
|
128,678
|
|
|
15.2
|
%
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
72,998
|
|
|
$
|
88,570
|
|
|
21.3
|
%
|
Rehabilitation hospital
|
|
25,797
|
|
|
38,569
|
|
|
49.5
|
|
||
Outpatient rehabilitation
|
|
28,991
|
|
|
27,122
|
|
|
(6.4
|
)
|
||
Concentra
|
|
66,258
|
|
|
61,466
|
|
|
(7.2
|
)
|
||
Other(1)
|
|
(23,927
|
)
|
|
(28,394
|
)
|
|
(18.7
|
)
|
||
Total Company
|
|
$
|
170,117
|
|
|
$
|
187,333
|
|
|
10.1
|
%
|
Adjusted EBITDA margins:
|
|
|
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
16.0
|
%
|
|
17.7
|
%
|
|
|
|
||
Rehabilitation hospital
|
|
16.7
|
|
|
21.2
|
|
|
|
|||
Outpatient rehabilitation
|
|
11.7
|
|
|
10.6
|
|
|
|
|
||
Concentra
|
|
16.7
|
|
|
15.4
|
|
|
|
|
||
Other(1)
|
|
N/M
|
|
|
N/M
|
|
|
|
|
||
Total Company
|
|
12.8
|
%
|
|
13.2
|
%
|
|
|
|
||
Total assets:
|
|
|
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
2,062,659
|
|
|
$
|
2,148,779
|
|
|
|
|
Rehabilitation hospital
|
|
1,089,391
|
|
|
1,127,267
|
|
|
|
|||
Outpatient rehabilitation
|
|
1,250,015
|
|
|
1,285,449
|
|
|
|
|
||
Concentra
|
|
2,464,317
|
|
|
2,354,169
|
|
|
|
|
||
Other(1)
|
|
155,110
|
|
|
199,903
|
|
|
|
|
||
Total Company
|
|
$
|
7,021,492
|
|
|
$
|
7,115,567
|
|
|
|
|
Purchases of property and equipment:
|
|
|
|
|
|
|
|
|
|
||
Critical illness recovery hospital
|
|
$
|
10,160
|
|
|
$
|
8,965
|
|
|
|
|
Rehabilitation hospital
|
|
13,183
|
|
|
3,325
|
|
|
|
|
||
Outpatient rehabilitation
|
|
9,040
|
|
|
8,384
|
|
|
|
|
||
Concentra
|
|
15,698
|
|
|
15,586
|
|
|
|
|
||
Other(1)
|
|
992
|
|
|
2,948
|
|
|
|
|
||
Total Company
|
|
$
|
49,073
|
|
|
$
|
39,208
|
|
|
|
|
(1)
|
Other includes our corporate administration and shared services, as well as employee leasing services with our non-consolidating subsidiaries. Total assets include certain non-consolidating joint ventures and minority investments in other healthcare related businesses.
|
(2)
|
For the three months ended March 31, 2019, the financial results of our reportable segments have been changed to remove the net operating revenues and expenses associated with employee leasing services provided to our non-consolidating subsidiaries. These results are now reported as part of our other activities. We lease employees at cost to these non-consolidating subsidiaries.
|
N/M —
|
Not meaningful.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2020
|
||||
|
|
(in thousands)
|
||||||
Cash flows provided by operating activities
|
|
$
|
41,762
|
|
|
$
|
44,084
|
|
Cash flows used in investing activities
|
|
(82,799
|
)
|
|
(44,659
|
)
|
||
Cash flows provided by (used in) financing activities
|
|
13,674
|
|
|
(262,144
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(27,363
|
)
|
|
(262,719
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
175,178
|
|
|
335,882
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
147,815
|
|
|
$
|
73,163
|
|
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs
|
||||||
January 1 - January 31, 2020
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
152,086,459
|
|
February 1 - February 29, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,086,459
|
|
||
March 1 - March 31, 2020
|
|
491,559
|
|
|
17.68
|
|
|
491,559
|
|
|
143,394,863
|
|
||
Total
|
|
491,559
|
|
|
$
|
17.68
|
|
|
491,559
|
|
|
$
|
143,394,863
|
|
Number
|
|
Description
|
10.1
|
|
|
10.2
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
104
|
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
SELECT MEDICAL HOLDINGS CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Martin F. Jackson
|
|
|
Martin F. Jackson
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Duly Authorized Officer)
|
|
|
|
|
By:
|
/s/ Scott A. Romberger
|
|
|
Scott A. Romberger
|
|
|
Senior Vice President, Chief Accounting Officer and Controller
|
|
|
(Principal Accounting Officer)
|
Date: April 30, 2020
|
/s/ David S. Chernow
|
|
David S. Chernow
|
|
President and Chief Executive Officer
|
Date: April 30, 2020
|
/s/ Martin F. Jackson
|
|
Martin F. Jackson
|
|
Executive Vice President and Chief Financial Officer
|
/s/ David S. Chernow
|
|
David S. Chernow
|
|
President and Chief Executive Officer
|
|
|
|
|
|
/s/ Martin F. Jackson
|
|
Martin F. Jackson
|
|
Executive Vice President and Chief Financial Officer
|