ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read this discussion together with our unaudited condensed consolidated financial statements and accompanying notes.
Forward-Looking Statements
This report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “target,” “estimate,” “project,” “intend,” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, including the potential impact of the COVID-19 pandemic on those financial and operating results, our business strategy and means to implement our strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs, and sources of liquidity.
Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding our services, the expansion of our services, competitive conditions, and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:
•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 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020, 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.
Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.
Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to securities analysts any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any securities analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of the Company.
Overview
We began operations in 1997 and, based on number of facilities, are 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 June 30, 2020, we had operations in 47 states and the District of Columbia. We operated 101 critical illness recovery hospitals in 28 states, 29 rehabilitation hospitals in 12 states, and 1,757 outpatient rehabilitation clinics in 37 states and the District of Columbia. Concentra, a joint venture subsidiary, operated 522 occupational health centers in 41 states as of June 30, 2020. Concentra also provides contract services at employer worksites and Department of Veterans Affairs community-based outpatient clinics (“CBOCs”).
Our reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, the outpatient rehabilitation segment, and the Concentra segment. We had net operating revenues of $2,647.4 million for the six months ended June 30, 2020. Of this total, we earned approximately 39% of our net operating revenues from our critical illness recovery hospital segment, approximately 13% from our rehabilitation hospital segment, approximately 16% from our outpatient rehabilitation segment, and approximately 27% from our Concentra segment. Our 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 our rehabilitation hospital segment consists of hospitals designed to serve patients that require intensive physical rehabilitation care. Patients are typically admitted to our critical illness recovery hospitals and rehabilitation hospitals from general acute care hospitals. Our outpatient rehabilitation segment consists of clinics that provide physical, occupational, and speech rehabilitation services. Our Concentra segment consists of occupational health centers that provide workers’ compensation injury care, physical therapy, and consumer health services as well as onsite clinics located at employer worksites that deliver occupational medicine services. Additionally, our Concentra segment delivers veteran’s healthcare through its Department of Veterans Affairs CBOCs.
Non-GAAP Measure
We believe that the presentation of Adjusted EBITDA, as defined below, is important to investors because Adjusted EBITDA is commonly used as an analytical indicator of performance by investors within the healthcare industry. Adjusted EBITDA is used by management to evaluate financial performance and determine resource allocation for each of our operating segments. Adjusted EBITDA is not a measure of financial performance under GAAP. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, income from operations, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying definitions, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.
We define Adjusted EBITDA as earnings excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries. We will refer to Adjusted EBITDA throughout the remainder of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The table below reconciles net income and income from operations to Adjusted EBITDA and should be referenced when we discuss Adjusted EBITDA:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
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|
|
Six Months Ended June 30,
|
|
|
|
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Net income
|
|
$
|
59,986
|
|
|
$
|
67,486
|
|
|
$
|
113,330
|
|
|
$
|
137,934
|
|
|
Income tax expense
|
|
20,826
|
|
|
23,336
|
|
|
39,293
|
|
|
45,248
|
|
|
Interest expense
|
|
51,464
|
|
|
37,366
|
|
|
102,275
|
|
|
83,473
|
|
|
Gain on sale of businesses
|
|
—
|
|
|
(346)
|
|
|
(6,532)
|
|
|
(7,547)
|
|
|
Equity in earnings of unconsolidated subsidiaries
|
|
(7,394)
|
|
|
(8,324)
|
|
|
(11,760)
|
|
|
(10,912)
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
124,882
|
|
|
119,518
|
|
|
236,606
|
|
|
248,196
|
|
|
Stock compensation expense:
|
|
|
|
|
|
|
|
|
|
Included in general and administrative
|
|
4,796
|
|
|
5,451
|
|
|
9,544
|
|
|
10,888
|
|
|
Included in cost of services
|
|
1,562
|
|
|
1,512
|
|
|
3,069
|
|
|
2,978
|
|
|
Depreciation and amortization
|
|
54,993
|
|
|
52,271
|
|
|
107,131
|
|
|
104,023
|
|
|
Adjusted EBITDA
|
|
$
|
186,233
|
|
|
$
|
178,752
|
|
|
$
|
356,350
|
|
|
$
|
366,085
|
|
Effects of the COVID-19 Pandemic on our Results of Operations
The continuing implications of the COVID-19 pandemic on our results of operations and overall financial performance remain uncertain. We have provided net operating revenues and certain operating statistics to assist readers in understanding how the COVID-19 pandemic impacted each of our segments during the three and six months ended June 30, 2020. Please refer to our risk factors discussed in Item 1A. “Risk Factors” of this Form 10-Q and as previously reported in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020 for further discussion.
Critical Illness Recovery Hospital Segment. Our critical illness recovery hospitals are a key component of the inpatient hospital continuum of care. Both CMS and Congress acted to temporarily suspend certain regulations concerning length of stay requirements, which apply to our critical illness recovery hospitals, in order to facilitate the transfer of patients from general acute care hospitals (see “Regulatory Changes” for further discussion of the temporary suspension of regulations). This was done in order to expand hospital bed capacity to care for COVID-19 patients. COVID-19 has become more prevalent in certain markets that we serve; as a result, our critical illness recovery hospitals have admitted patients with COVID-19 and we have faced the challenging task of treating those patients while also taking measures to protect our patients and staff members who do not have COVID-19. The pandemic has caused, and will continue to cause, disruptions in our critical illness recovery hospitals, which include, in some cases, the addition or reduction of beds, the creation of isolated units and spaces, temporary increases or restrictions on admissions, the incurrence of additional costs, staff illnesses, and the increased use of contract clinical labor.
The following table shows the trend in net operating revenues and patient day volume for each of the periods presented, as well as the number of critical illness recovery hospitals we operated at the end of each period.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
|
January 31
|
|
February 28
|
|
March 31
|
|
April 30
|
|
May 31
|
|
June 30
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical illness recovery hospital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
163,238
|
|
|
$
|
165,375
|
|
|
$
|
171,908
|
|
|
$
|
171,445
|
|
|
$
|
178,223
|
|
|
$
|
169,958
|
|
|
$
|
519,626
|
|
|
$
|
1,020,147
|
|
|
Patient days
|
|
90,783
|
|
|
87,844
|
|
|
91,831
|
|
|
90,710
|
|
|
95,191
|
|
|
90,988
|
|
|
276,889
|
|
|
547,347
|
|
|
Occupancy rate
|
|
69
|
%
|
|
72
|
%
|
|
70
|
%
|
|
71
|
%
|
|
72
|
%
|
|
71
|
%
|
|
72
|
%
|
|
71
|
%
|
|
Number of hospitals owned
|
|
100
|
|
100
|
|
100
|
|
100
|
|
100
|
|
100
|
|
100
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical illness recovery hospital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
149,799
|
|
|
$
|
145,586
|
|
|
$
|
162,149
|
|
|
$
|
156,231
|
|
|
$
|
156,422
|
|
|
$
|
148,490
|
|
|
$
|
461,143
|
|
|
$
|
918,677
|
|
|
Patient days
|
|
86,238
|
|
|
80,806
|
|
|
91,085
|
|
|
88,357
|
|
|
89,350
|
|
|
85,153
|
|
|
262,860
|
|
|
520,989
|
|
|
Occupancy rate
|
|
69
|
%
|
|
71
|
%
|
|
73
|
%
|
|
70
|
%
|
|
69
|
%
|
|
68
|
%
|
|
69
|
%
|
|
70
|
%
|
|
Number of hospitals owned
|
|
96
|
|
|
96
|
|
|
96
|
|
|
99
|
|
|
99
|
|
|
99
|
|
|
99
|
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the changes in our net operating revenues and patient day volume for 2020, as compared to the same period in 2019, for each of the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
|
January 31
|
|
February 28
|
|
March 31
|
|
April 30
|
|
May 31
|
|
June 30
|
|
|
|
|
|
Critical illness recovery hospital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
9.0
|
%
|
|
13.6
|
%
|
|
6.0
|
%
|
|
9.7
|
%
|
|
13.9
|
%
|
|
14.5
|
%
|
|
12.7
|
%
|
|
11.0
|
%
|
|
Patient days
|
|
5.3
|
%
|
|
8.7
|
%
|
|
0.8
|
%
|
|
2.7
|
%
|
|
6.5
|
%
|
|
6.9
|
%
|
|
5.3
|
%
|
|
5.1
|
%
|
Rehabilitation Hospital Segment. Our rehabilitation hospitals receive most of their admissions from general acute care hospitals. Both CMS and Congress acted to temporarily suspend certain regulations that govern admissions into our rehabilitation hospitals in order to facilitate the transfer of patients from general acute care hospitals and critical illness recovery hospitals (see “Regulatory Changes” for further discussion of the temporary suspension of regulations). This was done in order to expand hospital bed capacity to care for COVID-19 patients. COVID-19 has become more prevalent in certain markets that we serve; as a result, our rehabilitation hospitals have admitted patients with COVID-19 and we have faced the challenging task of treating those patients while also taking measures to protect our patients and staff members who do not have COVID-19. The pandemic has caused, and will continue to cause, disruptions in our rehabilitation hospitals, which include, in some cases, the addition or reduction of beds, the creation of isolated units and spaces, temporary restrictions on admissions, the incurrence of additional costs, staff illnesses, and the increased use of contract clinical labor. At the beginning of the pandemic, elective surgeries at hospitals and other facilities were suspended, which reduced the need for inpatient rehabilitation services. Beginning in May, state governors and health departments began to ease the restrictions imposed at the beginning of the pandemic and hospitals began to perform elective surgeries again, which has increased the need for the services provided by our rehabilitation hospitals.
The following table shows the trend in net operating revenues and patient day volume for each of the periods presented, as well as the number of rehabilitation hospitals we operated at the end of each period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
|
January 31
|
|
February 28
|
|
March 31
|
|
April 30
|
|
May 31
|
|
June 30
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rehabilitation hospital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
61,673
|
|
|
$
|
60,690
|
|
|
$
|
59,656
|
|
|
$
|
45,878
|
|
|
$
|
57,815
|
|
|
$
|
64,974
|
|
|
$
|
168,667
|
|
|
$
|
350,686
|
|
|
Patient days
|
|
32,111
|
|
|
31,813
|
|
|
30,644
|
|
|
23,553
|
|
|
29,787
|
|
|
30,741
|
|
|
84,081
|
|
|
178,649
|
|
|
Occupancy rate
|
|
79
|
%
|
|
84
|
%
|
|
76
|
%
|
|
61
|
%
|
|
73
|
%
|
|
78
|
%
|
|
71
|
%
|
|
75
|
%
|
|
Number of hospitals owned
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rehabilitation hospital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
50,615
|
|
|
$
|
48,080
|
|
|
$
|
55,863
|
|
|
$
|
51,991
|
|
|
$
|
56,019
|
|
|
$
|
52,364
|
|
|
$
|
160,374
|
|
|
$
|
314,932
|
|
|
Patient days
|
|
27,434
|
|
|
25,442
|
|
|
29,940
|
|
|
28,266
|
|
|
29,730
|
|
|
28,529
|
|
|
86,525
|
|
|
169,341
|
|
|
Occupancy rate
|
|
74
|
%
|
|
76
|
%
|
|
78
|
%
|
|
76
|
%
|
|
75
|
%
|
|
73
|
%
|
|
75
|
%
|
|
76
|
%
|
|
Number of hospitals owned
|
|
17
|
|
17
|
|
18
|
|
18
|
|
19
|
|
19
|
|
19
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the changes in our net operating revenues and patient day volume for 2020, as compared to the same period in 2019, for each of the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
|
January 31
|
|
February 28
|
|
March 31
|
|
April 30
|
|
May 31
|
|
June 30
|
|
|
|
|
|
Rehabilitation hospital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
21.8
|
%
|
|
26.2
|
%
|
|
6.8
|
%
|
|
(11.8)
|
%
|
|
3.2
|
%
|
|
24.1
|
%
|
|
5.2
|
%
|
|
11.4
|
%
|
|
Patient days
|
|
17.0
|
%
|
|
25.0
|
%
|
|
2.4
|
%
|
|
(16.7)
|
%
|
|
0.2
|
%
|
|
7.8
|
%
|
|
(2.8)
|
%
|
|
5.5
|
%
|
Outpatient Rehabilitation Segment. Beginning in mid-March, hospitals and other facilities began to suspend elective surgeries. Additionally, state governments in the areas experiencing the most significant growth of COVID-19 infections began implementing mandatory closures of non-essential or non-life sustaining businesses, restrictions on individual activities outside of the home, restrictions on travel, and closures of schools. By the end of March, most states had implemented significant restrictions on businesses and individuals. The suspension of elective surgeries at hospitals and other facilities and the reduction of physician office visits, combined with recommendations of social distancing and the other items noted above, have had significant effects on our patient visit volumes. Beginning in May, state governors and health departments began to ease the restrictions imposed at the beginning of the pandemic and hospitals began to perform elective surgeries again, which has increased the need for the services provided by our outpatient rehabilitation clinics. Additionally, most physician offices have reopened for routine office visits. While some of our volume has recovered, our outpatient rehabilitation segment continues to experience reduced volume of patients seeking rehabilitation services for employment injuries and sports activities.
The following table shows the trend in net operating revenues and patient visit volume for each of the periods presented, as well as the number of working days for each period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
|
January 31
|
|
February 28
|
|
March 31
|
|
April 30
|
|
May 31
|
|
June 30
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outpatient Rehabilitation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
90,924
|
|
|
$
|
88,239
|
|
|
$
|
76,086
|
|
|
$
|
49,084
|
|
|
$
|
51,186
|
|
|
$
|
66,868
|
|
|
$
|
167,138
|
|
|
$
|
422,387
|
|
|
Visits
|
|
757,171
|
|
|
739,061
|
|
|
626,433
|
|
|
386,108
|
|
|
409,703
|
|
|
546,456
|
|
|
1,342,267
|
|
|
3,464,932
|
|
|
Working days(1)
|
|
22
|
|
20
|
|
22
|
|
22
|
|
20
|
|
22
|
|
64
|
|
|
128
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outpatient Rehabilitation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
83,185
|
|
|
$
|
78,573
|
|
|
$
|
85,147
|
|
|
$
|
90,230
|
|
|
$
|
90,272
|
|
|
$
|
81,389
|
|
|
$
|
261,891
|
|
|
$
|
508,796
|
|
|
Visits
|
|
687,007
|
|
|
658,610
|
|
|
708,866
|
|
|
762,914
|
|
|
759,829
|
|
|
680,762
|
|
|
2,203,505
|
|
|
4,257,988
|
|
|
Working days(1)
|
|
22
|
|
20
|
|
21
|
|
22
|
|
22
|
|
20
|
|
64
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_______________________________________________________________________________
(1) Represents the number of days in which normal business operations were conducted during the periods presented.
The following table summarizes the changes in our net operating revenues and patient visit volume for 2020, as compared to the same period in 2019, for each of the periods presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
|
January 31
|
|
February 28
|
|
March 31
|
|
April 30
|
|
May 31
|
|
June 30
|
|
|
|
|
|
Outpatient Rehabilitation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
9.3
|
%
|
|
12.3
|
%
|
|
(10.6)
|
%
|
|
(45.6)
|
%
|
|
(43.3)
|
%
|
|
(17.8)
|
%
|
|
(36.2)
|
%
|
|
(17.0)
|
%
|
|
Visits
|
|
10.2
|
%
|
|
12.2
|
%
|
|
(11.6)
|
%
|
|
(49.4)
|
%
|
|
(46.1)
|
%
|
|
(19.7)
|
%
|
|
(39.1)
|
%
|
|
(18.6)
|
%
|
Concentra Segment. Beginning in mid-March, state governments in the areas experiencing the most significant growth of COVID-19 infections began implementing mandatory closures of non-essential or non-life sustaining businesses. By the end of March, most states implemented significant restrictions on businesses, causing many employers to furlough their workforce and temporarily cease or significantly reduce their operations. These actions have had significant effects on our patient visit volumes. Beginning in May, state governors and health departments began to ease the restrictions imposed at the beginning of the pandemic and employers began to increase their workforce, which has resulted in an increased need for our occupational health services.
The following table shows the trend in net operating revenues and patient visit volume for each of the periods presented, as well as the number of working days for each period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
|
January 31
|
|
February 28
|
|
March 31
|
|
April 30
|
|
May 31
|
|
June 30
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concentra
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
141,236
|
|
|
$
|
133,690
|
|
|
$
|
123,609
|
|
|
$
|
91,178
|
|
|
$
|
99,228
|
|
|
$
|
121,932
|
|
|
$
|
312,338
|
|
|
$
|
710,873
|
|
|
Visits
|
|
1,032,069
|
|
|
965,741
|
|
|
879,585
|
|
|
610,555
|
|
|
674,629
|
|
|
865,896
|
|
|
2,151,080
|
|
|
5,028,475
|
|
|
Working days(1)
|
|
22
|
|
20
|
|
22
|
|
22
|
|
20
|
|
22
|
|
64
|
|
|
128
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concentra
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
$
|
133,507
|
|
|
$
|
126,309
|
|
|
$
|
136,505
|
|
|
$
|
140,050
|
|
|
$
|
143,183
|
|
|
$
|
130,218
|
|
|
$
|
413,451
|
|
|
$
|
809,772
|
|
|
Visits
|
|
985,598
|
|
|
919,065
|
|
|
1,006,944
|
|
|
1,040,543
|
|
|
1,073,763
|
|
|
988,783
|
|
|
3,103,089
|
|
|
6,014,696
|
|
|
Working days(1)
|
|
22
|
|
20
|
|
21
|
|
22
|
|
22
|
|
20
|
|
64
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_______________________________________________________________________________
(1) Represents the number of days in which normal business operations were conducted during the periods presented.
The following table summarizes the changes in our net operating revenues and patient visit volume for 2020, as compared to the same period in 2019, for each of the periods presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
|
January 31
|
|
February 28
|
|
March 31
|
|
April 30
|
|
May 31
|
|
June 30
|
|
|
|
|
|
Concentra
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
|
5.8
|
%
|
|
5.8
|
%
|
|
(9.4)
|
%
|
|
(34.9)
|
%
|
|
(30.7)
|
%
|
|
(6.4)
|
%
|
|
(24.5)
|
%
|
|
(12.2)
|
%
|
|
Visits
|
|
4.7
|
%
|
|
5.1
|
%
|
|
(12.6)
|
%
|
|
(41.3)
|
%
|
|
(37.2)
|
%
|
|
(12.4)
|
%
|
|
(30.7)
|
%
|
|
(16.4)
|
%
|
Please refer to “Summary Financial Results” and “Results of Operations” for further discussion of our segment performance measures for the three and six months ended June 30, 2019 and 2020. Please refer to “Operating Statistics” for further discussion regarding the uses and calculations of the metrics provided above, as well as the operating statistics data for each segment for the three and six months ended June 30, 2019 and 2020.
The continued uncertainty of the potential impact of the COVID-19 pandemic on the healthcare sector could have a materially adverse impact our business, results of operations, and overall financial performance in future periods. See Item 1A. “Risk Factors” of this Form 10-Q for further discussion of the possible impact of the COVID-19 pandemic on our business.
Other Significant Events
Purchase of Concentra Interest
On January 1, 2020, Select, 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 of Concentra Group Holdings Parent for approximately $27.8 million.
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. These purchases were in lieu of, and are considered to be, the exercise of the first put right provided to certain equity holders under the terms of the Concentra LLC Agreement.
Summary Financial Results
Three Months Ended June 30, 2020
For the three months ended June 30, 2020, our net operating revenues were $1,232.7 million, compared to $1,361.4 million for the three months ended June 30, 2019. Income from operations was $119.5 million for the three months ended June 30, 2020, compared to $124.9 million for the three months ended June 30, 2019. For the three months ended June 30, 2020, income from operations included other operating income of $55.0 million related to the recognition of payments received under the Provider Relief Fund for loss of revenue and health care related expenses attributable to COVID-19.
Net income increased 12.5% to $67.5 million for the three months ended June 30, 2020, compared to $60.0 million for the three months ended June 30, 2019. Net income included a pre-tax gain on sale of businesses of $0.3 million for the three months ended June 30, 2020.
Adjusted EBITDA was $178.8 million for the three months ended June 30, 2020, compared to $186.2 million for the three months ended June 30, 2019. Our Adjusted EBITDA margin was 14.5% for the three months ended June 30, 2020, compared to 13.7% for the three months ended June 30, 2019.
The following tables reconcile our segment performance measures to our consolidated operating results:
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Three Months Ended June 30, 2020
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Critical Illness Recovery Hospital
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Rehabilitation Hospital
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Outpatient
Rehabilitation
|
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Concentra
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Other
|
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Total
|
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(in thousands)
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|
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|
Net operating revenues
|
$
|
519,626
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|
|
$
|
168,667
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|
|
$
|
167,138
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|
|
$
|
312,338
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|
|
$
|
64,949
|
|
|
$
|
1,232,718
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|
|
Operating expenses
|
(429,883)
|
|
|
(141,062)
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|
|
(173,420)
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|
|
(272,331)
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|
|
(99,221)
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|
|
(1,115,917)
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Depreciation and amortization
|
(13,892)
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|
|
(6,907)
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|
|
(7,194)
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|
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(21,857)
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|
|
(2,421)
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(52,271)
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Other operating income
|
—
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|
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—
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|
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—
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|
|
789
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|
|
54,199
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|
|
54,988
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Income (loss) from operations
|
$
|
75,851
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|
|
$
|
20,698
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|
|
$
|
(13,476)
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|
|
$
|
18,939
|
|
|
$
|
17,506
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|
|
$
|
119,518
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|
|
Depreciation and amortization
|
13,892
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|
|
6,907
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|
|
7,194
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|
|
21,857
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|
|
2,421
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|
|
52,271
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|
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Stock compensation expense
|
—
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|
|
—
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|
|
—
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|
|
701
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|
|
6,262
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|
|
6,963
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Adjusted EBITDA
|
$
|
89,743
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|
|
$
|
27,605
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|
|
$
|
(6,282)
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|
|
$
|
41,497
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|
|
$
|
26,189
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|
|
$
|
178,752
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Adjusted EBITDA margin
|
17.3
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%
|
|
16.4
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%
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|
(3.8)
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%
|
|
13.3
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%
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N/M
|
|
14.5
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%
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Three Months Ended June 30, 2019
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Critical Illness Recovery Hospital
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Rehabilitation Hospital
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Outpatient
Rehabilitation
|
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Concentra
|
|
Other
|
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Total
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(in thousands)
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|
|
|
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Net operating revenues
|
$
|
461,143
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|
|
$
|
160,374
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|
|
$
|
261,891
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|
|
$
|
413,451
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|
|
$
|
64,505
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|
|
$
|
1,361,364
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|
|
Operating expenses
|
(397,005)
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|
|
(130,406)
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|
|
(219,307)
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|
(338,131)
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|
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(96,640)
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|
(1,181,489)
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Depreciation and amortization
|
(14,495)
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|
|
(6,696)
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|
|
(6,991)
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|
|
(24,479)
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|
|
(2,332)
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|
|
(54,993)
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|
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|
|
|
|
|
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|
|
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Income (loss) from operations
|
$
|
49,643
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|
|
$
|
23,272
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|
|
$
|
35,593
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|
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$
|
50,841
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|
|
$
|
(34,467)
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|
|
$
|
124,882
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|
|
Depreciation and amortization
|
14,495
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|
|
6,696
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|
|
6,991
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|
|
24,479
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|
|
2,332
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|
|
54,993
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|
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Stock compensation expense
|
—
|
|
|
—
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|
|
—
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|
|
767
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|
|
5,591
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|
|
6,358
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Adjusted EBITDA
|
$
|
64,138
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|
$
|
29,968
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|
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$
|
42,584
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|
|
$
|
76,087
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$
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(26,544)
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|
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$
|
186,233
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Adjusted EBITDA margin
|
13.9
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%
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|
18.7
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%
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|
16.3
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%
|
|
18.4
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%
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N/M
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|
13.7
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%
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The following table summarizes changes in segment performance measures for the three months ended June 30, 2020, compared to the three months ended June 30, 2019:
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Critical Illness Recovery Hospital
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Rehabilitation Hospital
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Outpatient
Rehabilitation
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Concentra
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Other
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Total
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Change in net operating revenues
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12.7
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%
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|
5.2
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%
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|
(36.2)
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%
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(24.5)
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%
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0.7
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%
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(9.4)
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%
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Change in income from operations
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52.8
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%
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(11.1)
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%
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(137.9)
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%
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(62.7)
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%
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N/M
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(4.3)
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%
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Change in Adjusted EBITDA
|
39.9
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%
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(7.9)
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%
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(114.8)
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%
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(45.5)
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%
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N/M
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(4.0)
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%
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_______________________________________________________________________________
N/M — Not meaningful.
Six Months Ended June 30, 2020
For the six months ended June 30, 2020, our net operating revenues were $2,647.4 million, compared to $2,686.0 million for the six months ended June 30, 2019. Income from operations increased 4.9% to $248.2 million for the six months ended June 30, 2020, compared to $236.6 million for the six months ended June 30, 2019. For the six months ended June 30, 2020, income from operations included other operating income of $55.0 million related to the recognition of payments received under the Provider Relief Fund for loss of revenue and health care related expenses attributable to COVID-19.
Net income increased 21.7% to $137.9 million for the six months ended June 30, 2020, compared to $113.3 million for the six months ended June 30, 2019. Net income included a pre-tax gain on sale of businesses of $7.5 million and $6.5 million for the six months ended June 30, 2020 and 2019, respectively.
Adjusted EBITDA increased 2.7% to $366.1 million for the six months ended June 30, 2020, compared to $356.4 million for the six months ended June 30, 2019. Our Adjusted EBITDA margin was 13.8% for the six months ended June 30, 2020, compared to 13.3% for the six months ended June 30, 2019.
The following tables reconcile our segment performance measures to our consolidated operating results:
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Six Months Ended June 30, 2020
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Critical Illness Recovery Hospital
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Rehabilitation Hospital
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Outpatient
Rehabilitation
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Concentra
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Other
|
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Total
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(in thousands)
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Net operating revenues
|
$
|
1,020,147
|
|
|
$
|
350,686
|
|
|
$
|
422,387
|
|
|
$
|
710,873
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|
|
$
|
143,257
|
|
|
$
|
2,647,350
|
|
|
Operating expenses
|
(841,834)
|
|
|
(284,512)
|
|
|
(401,547)
|
|
|
(610,167)
|
|
|
(212,059)
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|
|
(2,350,119)
|
|
|
Depreciation and amortization
|
(26,228)
|
|
|
(13,794)
|
|
|
(14,412)
|
|
|
(44,744)
|
|
|
(4,845)
|
|
|
(104,023)
|
|
|
Other operating income
|
—
|
|
|
—
|
|
|
—
|
|
|
789
|
|
|
54,199
|
|
|
54,988
|
|
|
Income (loss) from operations
|
$
|
152,085
|
|
|
$
|
52,380
|
|
|
$
|
6,428
|
|
|
$
|
56,751
|
|
|
$
|
(19,448)
|
|
|
$
|
248,196
|
|
|
Depreciation and amortization
|
26,228
|
|
|
13,794
|
|
|
14,412
|
|
|
44,744
|
|
|
4,845
|
|
|
104,023
|
|
|
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,468
|
|
|
12,398
|
|
|
13,866
|
|
|
Adjusted EBITDA
|
$
|
178,313
|
|
|
$
|
66,174
|
|
|
$
|
20,840
|
|
|
$
|
102,963
|
|
|
$
|
(2,205)
|
|
|
$
|
366,085
|
|
|
Adjusted EBITDA margin
|
17.5
|
%
|
|
18.9
|
%
|
|
4.9
|
%
|
|
14.5
|
%
|
|
N/M
|
|
13.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues
|
$
|
918,677
|
|
|
$
|
314,932
|
|
|
$
|
508,796
|
|
|
$
|
809,772
|
|
|
$
|
133,818
|
|
|
$
|
2,685,995
|
|
|
Operating expenses
|
(781,541)
|
|
|
(259,167)
|
|
|
(437,221)
|
|
|
(668,961)
|
|
|
(195,368)
|
|
|
(2,342,258)
|
|
|
Depreciation and amortization
|
(25,946)
|
|
|
(13,098)
|
|
|
(14,023)
|
|
|
(49,383)
|
|
|
(4,681)
|
|
|
(107,131)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
$
|
111,190
|
|
|
$
|
42,667
|
|
|
$
|
57,552
|
|
|
$
|
91,428
|
|
|
$
|
(66,231)
|
|
|
$
|
236,606
|
|
|
Depreciation and amortization
|
25,946
|
|
|
13,098
|
|
|
14,023
|
|
|
49,383
|
|
|
4,681
|
|
|
107,131
|
|
|
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,534
|
|
|
11,079
|
|
|
12,613
|
|
|
Adjusted EBITDA
|
$
|
137,136
|
|
|
$
|
55,765
|
|
|
$
|
71,575
|
|
|
$
|
142,345
|
|
|
$
|
(50,471)
|
|
|
$
|
356,350
|
|
|
Adjusted EBITDA margin
|
14.9
|
%
|
|
17.7
|
%
|
|
14.1
|
%
|
|
17.6
|
%
|
|
N/M
|
|
13.3
|
%
|
The following table summarizes changes in segment performance measures for the six months ended June 30, 2020, compared to the six months ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Illness Recovery Hospital
|
|
Rehabilitation Hospital
|
|
Outpatient
Rehabilitation
|
|
Concentra
|
|
Other
|
|
Total
|
|
Change in net operating revenues
|
11.0
|
%
|
|
11.4
|
%
|
|
(17.0)
|
%
|
|
(12.2)
|
%
|
|
7.1
|
%
|
|
(1.4)
|
%
|
|
Change in income from operations
|
36.8
|
%
|
|
22.8
|
%
|
|
(88.8)
|
%
|
|
(37.9)
|
%
|
|
N/M
|
|
4.9
|
%
|
|
Change in Adjusted EBITDA
|
30.0
|
%
|
|
18.7
|
%
|
|
(70.9)
|
%
|
|
(27.7)
|
%
|
|
N/M
|
|
2.7
|
%
|
_______________________________________________________________________________
N/M — Not meaningful.
Regulatory Changes
Our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 20, 2020, contains a detailed discussion of the regulations that affect our business in Part I — Business — Government Regulations. The following is a discussion of some of the more significant healthcare regulatory changes that have affected our financial performance in the periods covered by this report or are likely to affect our financial performance and financial condition in the future. The information below should be read in conjunction with the more detailed discussion of regulations contained in our Form 10-K.
Medicare Reimbursement
The Medicare program reimburses healthcare providers for services furnished to Medicare beneficiaries, which are generally persons age 65 and older, those who are chronically disabled, and those suffering from end stage renal disease. The program is governed by the Social Security Act of 1965 and is administered primarily by the Department of Health and Human Services and CMS. Net operating revenues generated directly from the Medicare program represented approximately 26% of our net operating revenues for the six months ended June 30, 2020, and 26% of our net operating revenues for the year ended December 31, 2019.
Federal Health Care Program Changes in Response to the COVID-19 Pandemic
On January 31, 2020, the Secretary of Health and Human Services (“HHS”) declared a public health emergency under section 319 of the Public Health Service Act, 42 U.S.C. § 247d, in response to the COVID-19 outbreak in the United States. On March 13, 2020, President Trump declared a national emergency due to the COVID-19 pandemic and the HHS Secretary authorized the waiver or modification of certain requirements under the Medicare, Medicaid and Children’s Health Insurance Program (“CHIP”) pursuant to section 1135 of the Social Security Act. Under this authority, CMS issued a number of blanket waivers that excuse health care providers or suppliers from specific program requirements. The following blanket waivers, while in effect, may impact our results of operations:
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”) are exempt from the greater-than-25-day average length of stay requirement for all cost reporting periods that include the COVID-19 public health emergency period. 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 COVID-19 public health 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 certain conditions and 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 certain requirements in the physical environment CoP for hospitals 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 Secretary waived sanctions under the physician self-referral law (i.e., Stark law) for certain types of remuneration and referral arrangements that are related to a COVID-19 purpose. The Office of the Inspector General (“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.
CMS also approved section 1135 waivers for 54 state Medicaid programs (including the District of Columbia, Puerto Rico, and other territories), 45 temporary changes to Medicaid or CHIP state plan amendments, and 1 traditional change to a Medicaid state plan amendment. CMS will consider specific waiver requests from providers and suppliers. We have submitted one or more specific waiver requests to make it easier for our operators or referral partners to treat COVID-19 patients, and we may submit others in the future.
Pursuant to the Coronavirus Preparedness and Response Supplemental Appropriations Act, Public Law 116-123, CMS has waived Medicare telehealth payment requirements during the emergency so that beneficiaries in all areas of the country (not just rural areas) can receive telehealth services, including in their homes, beginning on March 6, 2020. CMS issued additional waivers to permit more than 130 additional services to be furnished by telehealth, allow physicians to monitor patient services remotely, and fulfill face-to-face requirements in IRFs.
In addition to these agency actions, the CARES Act was enacted on March 27, 2020. It provides additional waivers, reimbursement, grants and other funds to assist health care providers during the COVID-19 public health emergency. Some of the CARES Act provisions that may impact our operations include:
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. CMS has the ability to recoup the advanced payments through future Medicare claims, beginning 121 days after the advanced payment was issued. Repayment of amounts received under the Accelerated and Advance Payment Program are due 210 days after the advanced payment was issued.
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.
The CARES Act also provides for a 20% increase in the payment weight for Medicare payments to hospitals paid under the inpatient hospital prospective payment system (“IPPS”) for treating COVID-19 patients. We are monitoring developments related to this provision, in case CMS provides a similar payment add-on for LTCHs and IRFs.
Medicare Reimbursement of LTCH Services
The following is a summary of significant regulatory changes to the Medicare prospective payment system for our critical illness recovery hospitals, which are certified by Medicare as LTCHs, which have affected our results of operations, as well as the policies and payment rates that may affect our future results of operations. Medicare payments to our critical illness recovery hospitals are made in accordance with the long term care hospital prospective payment system (“LTCH-PPS”).
Fiscal Year 2019. On August 17, 2018, CMS published the final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2019 (affecting discharges and cost reporting periods beginning on or after October 1, 2018 through September 30, 2019). Certain errors in the final rule were corrected in a document published October 3, 2018. The standard federal rate was set at $41,559, an increase from the standard federal rate applicable during fiscal year 2018 of $41,415. The update to the standard federal rate for fiscal year 2019 included a market basket increase of 2.9%, less a productivity adjustment of 0.8%, and less a reduction of 0.75% mandated by the ACA. The standard federal rate also included an area wage budget neutrality factor of 0.999215 and a temporary, one-time budget neutrality adjustment of 0.990878 in connection with the elimination of the 25 Percent Rule. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS was set at $27,121, a decrease from the fixed-loss amount in the 2018 fiscal year of $27,381. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate was set at $25,743, a decrease from the fixed-loss amount in the 2018 fiscal year of $26,537.
Fiscal Year 2020. On August 16, 2019, CMS published the final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2020 (affecting discharges and cost reporting periods beginning on or after October 1, 2019 through September 30, 2020). Certain errors in the final rule were corrected in a document published October 8, 2019. The standard federal rate was set at $42,678, an increase from the standard federal rate applicable during fiscal year 2019 of $41,559. The update to the standard federal rate for fiscal year 2020 included a market basket increase of 2.9%, less a productivity adjustment of 0.4%. The standard federal rate also included an area wage budget neutrality factor of 1.0020203 and a temporary, one-time budget neutrality adjustment of 0.999858 in connection with the elimination of the 25 Percent Rule. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS was set at $26,778, a decrease from the fixed-loss amount in the 2019 fiscal year of $27,121. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate was set at $26,552, an increase from the fixed-loss amount in the 2019 fiscal year of $25,743. For LTCH discharges occurring in cost reporting periods beginning in FY 2020, site neutral payment rate cases will begin to be paid fully on the site neutral payment rate, rather than the transitional blended rate. However, the CARES Act waives the site neutral payment rate for patients admitted during such coronavirus emergency period and in response to the public health emergency, as discussed above.
Fiscal Year 2021. On May 29, 2020, CMS published the proposed policies and payment rates for the LTCH-PPS for fiscal year 2021 (affecting discharges and cost reporting periods beginning on or after October 1, 2020 through September 30, 2021). The standard federal rate for fiscal year 2021, if adopted, would be set at $43,849, an increase from the standard federal rate applicable during fiscal year 2020 of $42,678. The update to the standard federal rate for fiscal year 2021, if adopted, includes a market basket increase of 2.9%, less a productivity adjustment of 0.4%. The standard federal rate would also include an area wage budget neutrality factor of 1.0018755 and a permanent, one-time budget neutrality adjustment of 1.000517 in connection with the elimination of the 25 Percent Rule. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS, if adopted, would be set at $30,515, an increase from the fixed-loss amount in the 2020 fiscal year of $26,778. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate, if adopted, would be set at $30,006, an increase from the fixed-loss amount in the 2020 fiscal year of $26,552.
Medicare Reimbursement of IRF Services
The following is a summary of significant regulatory changes to the Medicare prospective payment system for our rehabilitation hospitals, which are certified by Medicare as IRFs, which have affected our results of operations, as well as the policies and payment rates that may affect our future results of operations. Medicare payments to our rehabilitation hospitals are made in accordance with the inpatient rehabilitation facility prospective payment system (“IRF-PPS”).
Fiscal Year 2019. On August 6, 2018, CMS published the final rule updating policies and payment rates for the IRF-PPS for fiscal year 2019 (affecting discharges and cost reporting periods beginning on or after October 1, 2018 through September 30, 2019). The standard payment conversion factor for discharges for fiscal year 2019 was set at $16,021, an increase from the standard payment conversion factor applicable during fiscal year 2018 of $15,838. The update to the standard payment conversion factor for fiscal year 2019 included a market basket increase of 2.9%, less a productivity adjustment of 0.8%, and less a reduction of 0.75% mandated by the ACA. CMS increased the outlier threshold amount for fiscal year 2019 to $9,402 from $8,679 established in the final rule for fiscal year 2018.
Fiscal Year 2020. On August 8, 2019, CMS published the final rule updating policies and payment rates for the IRF-PPS for fiscal year 2020 (affecting discharges and cost reporting periods beginning on or after October 1, 2019 through September 30, 2020). The standard payment conversion factor for discharges for fiscal year 2020 was set at $16,489, an increase from the standard payment conversion factor applicable during fiscal year 2019 of $16,021. The update to the standard payment conversion factor for fiscal year 2020 included a market basket increase of 2.9%, less a productivity adjustment of 0.4%. CMS decreased the outlier threshold amount for fiscal year 2020 to $9,300 from $9,402 established in the final rule for fiscal year 2019.
Fiscal Year 2021. On April 21, 2020, CMS published the proposed policies and payment rates for the IRF-PPS for fiscal year 2021 (affecting discharges and cost reporting periods beginning on or after October 1, 2020 through September 30, 2021). The standard payment conversion factor for discharges for fiscal year 2021 would be set at $16,847, an increase from the standard payment conversion factor applicable during fiscal year 2020 of $16,489. The update to the standard payment conversion factor for fiscal year 2021, if adopted, would include a market basket increase of 2.9%, less a productivity adjustment of 0.4%. CMS proposed to decrease the outlier threshold amount for fiscal year 2021 to $8,102 from $9,300 established in the final rule for fiscal year 2020.
Medicare Reimbursement of Outpatient Rehabilitation Clinic Services
Outpatient rehabilitation providers enroll in Medicare as a rehabilitation agency, a clinic, or a public health agency. The Medicare program reimburses outpatient rehabilitation providers based on the Medicare physician fee schedule. For services provided in 2017 through 2019, a 0.5% update was applied each year to the fee schedule payment rates, subject to an adjustment beginning in 2019 under the Merit-Based Incentive Payment System (“MIPS”). In 2019, CMS added physical and occupational therapists to the list of MIPS eligible clinicians. For these therapists in private practice, payments under the fee schedule are subject to adjustment in a later year based on their performance in MIPS according to established performance standards. Calendar year 2021 is the first year that payments are adjusted, based upon the therapist’s performance under MIPS in 2019. Providers in facility-based outpatient therapy settings are excluded from MIPS eligibility and therefore not subject to this payment adjustment. For services provided in 2020 through 2025, a 0.0% percent update will be applied each year to the fee schedule payment rates, subject to adjustments under MIPS and the alternative payment models (“APMs”). In 2026 and subsequent years, eligible professionals participating in APMs who meet certain criteria would receive annual updates of 0.75%, while all other professionals would receive annual updates of 0.25%.
Each year from 2019 through 2024 eligible clinicians who receive a significant share of their revenues through an advanced APM (such as accountable care organizations or bundled payment arrangements) that involves risk of financial losses and a quality measurement component will receive a 5% bonus. The bonus payment for APM participation is intended to encourage participation and testing of new APMs and to promote the alignment of incentives across payors.
In the final 2020 Medicare physician fee schedule, CMS revised coding, documentation guidelines, and valuation for evaluation and management (“E/M”) office visit codes. Because the Medicare physician fee schedule is budget-neutral, any revaluation of E/M services that will increase spending by more than $20 million will require a budget neutrality adjustment. To increase values for the E/M codes while maintaining budget neutrality under the fee schedule, CMS proposed cuts to other codes to make up the difference, beginning in 2021. Under the proposal, physical and occupational therapy services could see code reductions that may result in an estimated 8% decrease in payment. However, many providers have opposed the proposed cuts, and CMS has not yet determined the actual cuts to each code.
Modifiers to Identify Services of Physical Therapy Assistants or Occupational Therapy Assistants
In the Medicare Physician Fee Schedule final rule for calendar year 2019, CMS established two new modifiers (CQ and CO) to identify services furnished in whole or in part by physical therapy assistants (“PTAs”) or occupational therapy assistants (“OTAs”). These modifiers were mandated by the Bipartisan Budget Act of 2018, which requires that claims for outpatient therapy services furnished in whole or part by therapy assistants on or after January 1, 2020 include the appropriate modifier. CMS intends to use these modifiers to implement a payment differential that would reimburse services provided by PTAs and OTAs at 85% of the fee schedule rate beginning on January 1, 2022. In the final 2020 Medicare physician fee schedule rule, CMS clarified that when the physical therapist is involved for the entire duration of the service and the PTA provides skilled therapy alongside the physical therapist, the CQ modifier is not required. Also, when the same service (code) is furnished separately by the physical therapist and PTA, CMS will apply the de minimis standard to each 15-minute unit of codes, not on the total physical therapist and PTA time of the service, allowing the separate reporting, on two different claim lines, of the number of units to which the new modifiers apply and the number of units to which the modifiers do not apply.
Operating Statistics
The following table sets forth operating statistics for each of our segments for the periods presented. The operating statistics reflect data for the period of time we managed these operations. Our operating statistics include metrics we believe provide relevant insight about the number of facilities we operate, volume of services we provide to our patients, and average payment rates for services we provide. These metrics are utilized by management to monitor trends and performance in our businesses and therefore may be important to investors because management may assess our performance based in part on such metrics. Other healthcare providers may present similar statistics, and these statistics are susceptible to varying definitions. Our statistics as presented may not be comparable to other similarly titled statistics of other companies.
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Three Months Ended June 30,
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Six Months Ended June 30,
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2019
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2020
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2019
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2020
|
|
Critical illness recovery hospital data:
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|
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Number of hospitals owned—start of period
|
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96
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100
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|
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96
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100
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Number of hospitals acquired
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3
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—
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|
3
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|
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—
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Number of hospitals owned—end of period
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99
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100
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99
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100
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Number of hospitals managed—end of period
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1
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1
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1
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1
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Total number of hospitals (all)—end of period
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100
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101
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100
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101
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Available licensed beds(1)
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4,230
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4,308
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4,230
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4,308
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Admissions(1)(2)
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9,172
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9,167
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18,628
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|
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18,700
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Patient days(1)(3)
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262,860
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276,889
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520,989
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547,347
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Average length of stay (days)(1)(4)
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28
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30
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28
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30
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Net revenue per patient day(1)(5)
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$
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1,739
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$
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1,867
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$
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1,749
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$
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1,853
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Occupancy rate(1)(6)
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69
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%
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72
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%
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70
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%
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71
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%
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Percent patient days—Medicare(1)(7)
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50
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%
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42
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%
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52
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%
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46
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%
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Rehabilitation hospital data:
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Number of hospitals owned—start of period
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18
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19
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17
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19
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Number of hospital start-ups
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1
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—
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2
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|
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—
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Number of hospitals owned—end of period
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19
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19
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19
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19
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Number of hospitals managed—end of period
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9
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10
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9
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10
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Total number of hospitals (all)—end of period
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28
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|
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29
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|
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28
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|
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29
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|
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Available licensed beds(1)
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1,299
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|
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1,309
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|
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1,299
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|
|
1,309
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|
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Admissions(1)(2)
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6,017
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|
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5,713
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|
|
11,853
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|
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12,046
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Patient days(1)(3)
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86,525
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|
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84,081
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|
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169,341
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|
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178,649
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Average length of stay (days)(1)(4)
|
|
14
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|
|
15
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|
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14
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|
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15
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|
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Net revenue per patient day(1)(5)
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|
$
|
1,635
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|
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$
|
1,831
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|
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$
|
1,634
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|
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$
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1,778
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Occupancy rate(1)(6)
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75
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%
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|
71
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%
|
|
76
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%
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|
75
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%
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Percent patient days—Medicare(1)(7)
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50
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%
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|
43
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%
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|
51
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%
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|
48
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%
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Outpatient rehabilitation data:
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Number of clinics owned—start of period
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1,407
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1,471
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|
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1,423
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|
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1,461
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Number of clinics acquired
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|
10
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1
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|
|
14
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3
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|
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Number of clinic start-ups
|
|
11
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|
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13
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|
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22
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|
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25
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Number of clinics closed/sold
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(9)
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(10)
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(40)
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(14)
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Number of clinics owned—end of period
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1,419
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|
|
1,475
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|
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1,419
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|
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1,475
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Number of clinics managed—end of period
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276
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|
|
282
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|
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276
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|
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282
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Total number of clinics (all)—end of period
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1,695
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|
|
1,757
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1,695
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1,757
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Number of visits(1)(8)
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2,203,505
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1,342,267
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4,257,988
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3,464,932
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Net revenue per visit(1)(9)
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$
|
102
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$
|
106
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$
|
103
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|
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$
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105
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Three Months Ended June 30,
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Six Months Ended June 30,
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2019
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2020
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2019
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2020
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|
Concentra data:
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Number of centers owned—start of period
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525
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523
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524
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|
521
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Number of centers acquired
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4
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|
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—
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|
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5
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|
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4
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|
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Number of centers closed/sold
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(3)
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(1)
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(3)
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(3)
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Number of centers owned—end of period
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526
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|
|
522
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|
|
526
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|
|
522
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|
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Number of onsite clinics operated—end of period
|
|
129
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|
|
129
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|
|
129
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|
|
129
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Number of CBOCs owned—end of period
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|
33
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|
|
33
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|
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33
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|
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33
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|
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Number of visits(1)(8)
|
|
3,103,089
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|
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2,151,080
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|
|
6,014,696
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|
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5,028,475
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|
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Net revenue per visit(1)(9)
|
|
$
|
121
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|
|
$
|
124
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|
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$
|
122
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|
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$
|
124
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_______________________________________________________________________________
(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.
Results of Operations
The following table outlines selected operating data as a percentage of net operating revenues for the periods indicated:
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|
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|
|
|
|
|
|
|
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|
|
Three Months Ended June 30,
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|
|
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Six Months Ended June 30,
|
|
|
|
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
Net operating revenues
|
|
100.0
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%
|
|
100.0
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%
|
|
100.0
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%
|
|
100.0
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%
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
Cost of services, exclusive of depreciation and amortization(1)
|
|
84.5
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|
|
87.8
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|
|
85.0
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|
|
86.2
|
|
|
General and administrative
|
|
2.3
|
|
|
2.7
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|
|
2.2
|
|
|
2.5
|
|
|
Depreciation and amortization
|
|
4.0
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|
|
4.3
|
|
|
4.0
|
|
|
4.0
|
|
|
Total costs and expenses
|
|
90.8
|
|
|
94.8
|
|
|
91.2
|
|
|
92.7
|
|
|
Other operating income
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
2.1
|
|
|
Income from operations
|
|
9.2
|
|
|
9.7
|
|
|
8.8
|
|
|
9.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of unconsolidated subsidiaries
|
|
0.5
|
|
|
0.7
|
|
|
0.5
|
|
|
0.4
|
|
|
Gain on sale of businesses
|
|
—
|
|
|
0.0
|
|
|
0.2
|
|
|
0.3
|
|
|
Interest expense
|
|
(3.8)
|
|
|
(3.0)
|
|
|
(3.8)
|
|
|
(3.2)
|
|
|
Income before income taxes
|
|
5.9
|
|
|
7.4
|
|
|
5.7
|
|
|
6.9
|
|
|
Income tax expense
|
|
1.5
|
|
|
1.9
|
|
|
1.5
|
|
|
1.7
|
|
|
Net income
|
|
4.4
|
|
|
5.5
|
|
|
4.2
|
|
|
5.2
|
|
|
Net income attributable to non-controlling interests
|
|
1.1
|
|
|
1.3
|
|
|
1.0
|
|
|
1.2
|
|
|
Net income attributable to Select Medical Holdings Corporation
|
|
3.3
|
%
|
|
4.2
|
%
|
|
3.2
|
%
|
|
4.0
|
%
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_______________________________________________________________________________
(1)Cost of services includes salaries, wages and benefits, operating supplies, lease and rent expense, and other operating costs.
The following table summarizes selected financial data by segment for the periods indicated:
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Three Months Ended June 30,
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Six Months Ended June 30,
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2019
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2020
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% Change
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2019
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2020
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% Change
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Net operating revenues:
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Critical illness recovery hospital
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$
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461,143
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$
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519,626
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12.7
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%
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$
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918,677
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$
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1,020,147
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11.0
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%
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Rehabilitation hospital
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160,374
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168,667
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5.2
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314,932
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350,686
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11.4
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Outpatient rehabilitation
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261,891
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167,138
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(36.2)
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508,796
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422,387
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(17.0)
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Concentra
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413,451
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312,338
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(24.5)
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809,772
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710,873
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(12.2)
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Other(1)
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64,505
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64,949
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0.7
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133,818
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143,257
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7.1
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Total Company
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$
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1,361,364
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$
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1,232,718
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(9.4)
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%
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$
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2,685,995
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$
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2,647,350
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(1.4)
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%
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Income (loss) from operations:
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Critical illness recovery hospital
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$
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49,643
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$
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75,851
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52.8
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%
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$
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111,190
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$
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152,085
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36.8
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%
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Rehabilitation hospital
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23,272
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20,698
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(11.1)
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42,667
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52,380
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22.8
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Outpatient rehabilitation
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35,593
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(13,476)
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(137.9)
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57,552
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6,428
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(88.8)
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Concentra(2)
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50,841
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18,939
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(62.7)
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91,428
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56,751
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(37.9)
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Other(1)(2)
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(34,467)
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17,506
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N/M
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(66,231)
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(19,448)
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N/M
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Total Company
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$
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124,882
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$
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119,518
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(4.3)
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%
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$
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236,606
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$
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248,196
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4.9
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%
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Adjusted EBITDA:
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Critical illness recovery hospital
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$
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64,138
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$
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89,743
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39.9
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%
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$
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137,136
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$
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178,313
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30.0
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%
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Rehabilitation hospital
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29,968
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27,605
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(7.9)
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55,765
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66,174
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18.7
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Outpatient rehabilitation
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42,584
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(6,282)
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(114.8)
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71,575
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20,840
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(70.9)
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Concentra(2)
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76,087
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41,497
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(45.5)
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142,345
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102,963
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(27.7)
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Other(1)(2)
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(26,544)
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26,189
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N/M
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(50,471)
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(2,205)
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N/M
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Total Company
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$
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186,233
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$
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178,752
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(4.0)
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%
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$
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356,350
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$
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366,085
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2.7
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%
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Adjusted EBITDA margins:
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Critical illness recovery hospital
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13.9
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%
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17.3
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%
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14.9
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%
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17.5
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%
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Rehabilitation hospital
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18.7
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16.4
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17.7
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18.9
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Outpatient rehabilitation
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16.3
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(3.8)
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14.1
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4.9
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Concentra(2)
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18.4
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13.3
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17.6
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14.5
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Other(1)(2)
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N/M
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N/M
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N/M
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N/M
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Total Company
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13.7
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%
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14.5
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%
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13.3
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%
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13.8
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%
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Total assets:
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Critical illness recovery hospital
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$
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2,119,574
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$
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2,115,294
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$
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2,119,574
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$
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2,115,294
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Rehabilitation hospital
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1,107,852
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1,135,206
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1,107,852
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1,135,206
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Outpatient rehabilitation
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1,265,487
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1,267,308
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1,265,487
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1,267,308
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Concentra
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2,447,387
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2,351,974
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2,447,387
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2,351,974
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Other(1)
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166,640
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598,676
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166,640
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598,676
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Total Company
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$
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7,106,940
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$
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7,468,458
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$
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7,106,940
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$
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7,468,458
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Purchases of property and equipment:
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Critical illness recovery hospital
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$
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14,488
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$
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14,970
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$
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24,648
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$
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23,935
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Rehabilitation hospital
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5,356
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1,923
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18,539
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5,248
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Outpatient rehabilitation
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6,705
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6,593
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|
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|
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15,745
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|
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14,977
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Concentra
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12,240
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6,820
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27,938
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|
|
22,406
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Other(1)
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1,423
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1,739
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2,415
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|
|
4,687
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Total Company
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$
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40,212
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$
|
32,045
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$
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89,285
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$
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71,253
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_______________________________________________________________________________
(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 and six months ended June 30, 2020, we recognized approximately $55.0 million of other operating income related to payments received under the Provider Relief Fund for loss of revenue and health care related expenses attributable to COVID-19. $54.2 million and $0.8 million of other operating income is included within the operating results of our other activities and our Concentra segment, respectively.
N/M — Not meaningful.
Three Months Ended June 30, 2020, Compared to Three Months Ended June 30, 2019
In the following, we discuss our results of operations related to net operating revenues, operating expenses, other operating income, Adjusted EBITDA, depreciation and amortization, income from operations, equity in earnings of unconsolidated subsidiaries, gain on sale of businesses, interest expense, income taxes, and net income attributable to non-controlling interests.
Please refer to “Effects of the COVID-19 Pandemic on our Results of Operations” above for further discussion.
Net Operating Revenues
Our net operating revenues were $1,232.7 million for the three months ended June 30, 2020, compared to $1,361.4 million for the three months ended June 30, 2019.
Critical Illness Recovery Hospital Segment. Net operating revenues increased 12.7% to $519.6 million for the three months ended June 30, 2020, compared to $461.1 million for the three months ended June 30, 2019. The increase in net operating revenues resulted from increases in both patient volume and net revenue per patient day during the three months ended June 30, 2020. Our patient days increased 5.3% to 276,889 days for the three months ended June 30, 2020, compared to 262,860 days for the three months ended June 30, 2019. We experienced a 4.5% increase in patient days in our existing critical illness recovery hospitals. The remaining increase was attributable to the four critical illness recovery hospitals we acquired in 2019. Occupancy in our critical illness recovery hospitals increased to 72% during the three months ended June 30, 2020, compared to 69% for the three months ended June 30, 2019. Net revenue per patient day increased 7.4% to $1,867 for the three months ended June 30, 2020, compared to $1,739 for the three months ended June 30, 2019. We experienced increases in both our Medicare and non-Medicare net revenue per patient day. The increase in our Medicare net revenue per patient day resulted primarily from an increase in patient acuity.
Rehabilitation Hospital Segment. Net operating revenues increased 5.2% to $168.7 million for the three months ended June 30, 2020, compared to $160.4 million for the three months ended June 30, 2019. The increase in net operating revenues resulted from increases in net revenue per patient day. Our net revenue per patient day increased 12.0% to $1,831 for the three months ended June 30, 2020, compared to $1,635 for the three months ended June 30, 2019. We experienced increases in both our Medicare and non-Medicare net revenue per patient day. During the three months ended June 30, 2020, we had 84,081 patient days, compared to 86,525 days for the three months ended June 30, 2019. The decline in patient days occurred during April 2020 and was principally driven by our rehabilitation hospitals in New Jersey and South Florida that temporarily restricted their admissions as a result of the COVID-19 pandemic. Certain of our other rehabilitation hospitals also experienced overall lower patient volumes due to the suspension of elective surgeries at hospitals and other facilities, which consequently reduced the demand for inpatient rehabilitation services. Our rehabilitation hospitals began to see improvement in patient volume during May 2020 and, during June 2020, our patient days increased 7.8% as compared to June 2019.
Outpatient Rehabilitation Segment. Net operating revenues were $167.1 million for the three months ended June 30, 2020, compared to $261.9 million for the three months ended June 30, 2019. The decrease in net operating revenues was attributable to a decline in visits, which were 1,342,267 for the three months ended June 30, 2020, compared to 2,203,505 visits for the three months ended June 30, 2019. For the three months ended June 30, 2020, the decline in volume resulted from actions by governmental authorities and the private sector to limit the spread of COVID-19. Our outpatient rehabilitation clinics experienced less demand for services due to a decline in patient referrals from physicians, a reduction in workers’ compensation injury visits due to the temporary closure of businesses, the suspension of elective surgeries at hospitals and other facilities, which resulted in less demand for outpatient rehabilitation services, and mandated social distancing measures. Our outpatient rehabilitation clinics experienced a 47.7% decrease in visits during April and May 2020 as compared to the same period in 2019. Patient volume in our outpatient rehabilitation clinics began to improve during June 2020 as compared to April and May 2020. During June 2020, we experienced a 19.7% decrease in visits as compared to the same period in 2019. As of June 30, 2020, we have 66 outpatient rehabilitation clinics that remain temporarily closed. Our net revenue per visit was $106 for the three months ended June 30, 2020, compared to $102 for the three months ended June 30, 2019. The higher net revenue per visit rate reflects a higher percentage of workers’ compensation patients treated during the three months ended June 30, 2020, as compared to the three months ended June 30, 2019.
Concentra Segment. Net operating revenues were $312.3 million for the three months ended June 30, 2020, compared to $413.5 million for the three months ended June 30, 2019. The decrease in net operating revenues was attributable to a decline in visits, which were 2,151,080 for the three months ended June 30, 2020, compared to 3,103,089 visits for the three months ended June 30, 2019. For the three months ended June 30, 2020, the decline in volume resulted from employers furloughing their workforce and temporarily ceasing or significantly reducing their operations as a result of the actions of governmental authorities and those in the private sector to limit the spread of COVID-19. Consequently, our centers experienced a reduction in workers’ compensation and employer services visits. During April and May 2020, our centers experienced a 39.2% decrease in visits as compared to the same period in 2019. Patient volume in our centers began to improve during June 2020, as compared to April and May 2020. During June 2020, we experienced a 12.4% decrease in visits as compared to the same period in 2019. As of June 30, 2020, we have 18 centers that remain temporarily closed and 195 centers are operating at reduced hours. Our net revenue per visit was $124 for the three months ended June 30, 2020, compared to $121 for the three months ended June 30, 2019. The higher net revenue per visit rate reflects a higher percentage of workers’ compensation patients treated during the three months ended June 30, 2020, as compared to the three months ended June 30, 2019.
Operating Expenses
Our operating expenses consist principally of cost of services and general and administrative expenses. Our operating expenses were $1,115.9 million, or 90.5% of net operating revenues, for the three months ended June 30, 2020, compared to $1,181.5 million, or 86.8% of net operating revenues, for the three months ended June 30, 2019. Our cost of services, a major component of which is labor expense, was $1,082.5 million, or 87.8% of net operating revenues, for the three months ended June 30, 2020, compared to $1,150.2 million, or 84.5% of net operating revenues, for the three months ended June 30, 2019. The increase in our operating expenses relative to our net operating revenues was principally due to reduced patient volume in our outpatient rehabilitation and Concentra segments, as discussed above. General and administrative expenses were $33.5 million, or 2.7% of net operating revenues, for the three months ended June 30, 2020, compared to $31.3 million, or 2.3% of net operating revenues, for the three months ended June 30, 2019.
Other Operating Income
For the three months ended June 30, 2020, we had other operating income of $55.0 million. We recognized payments received under the Provider Relief Fund as other operating income as we have incurred losses of revenue and health care related expenses attributable to COVID-19. Refer to Note 12 – CARES Act of the notes to our condensed consolidated financial statements included herein for further information. For the three months ended June 30, 2020, $54.2 million of other operating income is included within the operating results of our other activities; $0.8 million of other operating income is included in the operating results of our Concentra segment.
Adjusted EBITDA
Critical Illness Recovery Hospital Segment. Adjusted EBITDA increased 39.9% to $89.7 million for the three months ended June 30, 2020, compared to $64.1 million for the three months ended June 30, 2019. Our Adjusted EBITDA margin for the critical illness recovery hospital segment was 17.3% for the three months ended June 30, 2020, compared to 13.9% for the three months ended June 30, 2019. The increases in Adjusted EBITDA and Adjusted EBITDA margin for our critical illness recovery hospital segment were driven by increases in both patient volume and our net revenue per patient day, as discussed above under “Net Operating Revenues.” The increases in Adjusted EBITDA and Adjusted EBITDA margin were offset, in part, by the incurrence of additional operating expenses as a result of the COVID-19 pandemic. Our critical illness recovery hospitals have modified certain of their protocols in order to follow the guidelines and recommendations for patient treatment and for the protection of both our patients and staff members. This has resulted in increased labor costs, including increased contracted labor usage, as well as additional costs resulting from the purchase of personal protective equipment.
Rehabilitation Hospital Segment. Adjusted EBITDA was $27.6 million for the three months ended June 30, 2020, compared to $30.0 million for the three months ended June 30, 2019. Our Adjusted EBITDA margin for the rehabilitation hospital segment was 16.4% for the three months ended June 30, 2020, compared to 18.7% for the three months ended June 30, 2019. The declines in Adjusted EBITDA and Adjusted EBITDA margin were primarily driven by our rehabilitation hospitals in New Jersey and South Florida which implemented temporary restrictions on admissions as a result of the COVID-19 pandemic, as discussed above under “Net Operating Revenues.” Our Adjusted EBITDA and Adjusted EBITDA margin were also impacted by the incurrence of additional operating expenses as a result of the COVID-19 pandemic. Our rehabilitation hospitals have modified certain of their protocols in order to follow the guidelines and recommendations for patient treatment and for the protection of both our patients and staff members. This has resulted in increased labor costs as well as additional costs resulting from the purchase of personal protective equipment.
Outpatient Rehabilitation Segment. We incurred Adjusted EBITDA losses of $6.3 million for the three months ended June 30, 2020, compared to Adjusted EBITDA of $42.6 million for the three months ended June 30, 2019. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was (3.8)% for the three months ended June 30, 2020, compared to 16.3% for the three months ended June 30, 2019. The decline in Adjusted EBITDA and Adjusted EBITDA margin were primarily caused by a 39.1% decrease in visits, resulting from the effects of the COVID-19 pandemic, during the three months ended June 30, 2020, as compared to the three months ended June 30, 2019. We incurred Adjusted EBITDA losses during April and May 2020. We generated positive Adjusted EBITDA in June 2020 as we began to see improvement in patient volume, which is discussed above under “Net Operating Revenues.” In response to the decline in patient volume and in an effort to reduce operating expenses, we temporarily consolidated, where possible, the operations of clinics which operate within close proximity to one another and took other measures to reduce labor costs.
Concentra Segment. Adjusted EBITDA was $41.5 million for the three months ended June 30, 2020, compared to $76.1 million for the three months ended June 30, 2019. Our Adjusted EBITDA margin for the Concentra segment was 13.3% for the three months ended June 30, 2020, compared to 18.4% for the three months ended June 30, 2019. The decline in Adjusted EBITDA and Adjusted EBITDA margin were primarily caused by a 30.7% decrease in visits, resulting from the effects of the COVID-19 pandemic, during the three months ended June 30, 2020, as compared to the three months ended June 30, 2019. The decreases in our Adjusted EBITDA and Adjusted EBITDA margin occurred during April and May 2020, as compared to the same period in 2019. Our Adjusted EBITDA and Adjusted EBITDA margin improved in June 2020, as compared to both April and May 2020 and the same period in 2019, as we began to see improvement in patient volume, which is discussed above under “Net Operating Revenues.” In response to the decline in patient volume and in an effort to reduce operating expenses, we temporarily consolidated, where possible, the operations of centers which operate within close proximity to one another, reduced the operating hours of certain centers, and took other measures to reduce labor costs.
Depreciation and Amortization
Depreciation and amortization expense was $52.3 million for the three months ended June 30, 2020, compared to $55.0 million for the three months ended June 30, 2019.
Income from Operations
For the three months ended June 30, 2020, we had income from operations of $119.5 million, compared to $124.9 million for the three months ended June 30, 2019. The decrease in income from operations was primarily attributable to the operating performance of our outpatient rehabilitation and Concentra segments. The decrease in income from operations was offset, in part, by the recognition of $55.0 million of other operating income, as discussed above.
Equity in Earnings of Unconsolidated Subsidiaries
Our equity in earnings of unconsolidated subsidiaries relates to rehabilitation businesses and other healthcare-related businesses in which we are a minority owner. For the three months ended June 30, 2020, we had equity in earnings of unconsolidated subsidiaries of $8.3 million, compared to $7.4 million for the three months ended June 30, 2019.
Gain on Sale of Businesses
We recognized a gain of $0.3 million during the three months ended June 30, 2020. The gain was attributable to additional proceeds received from the sale of an outpatient rehabilitation business. The sale occurred during the first quarter ended March 31, 2020.
Interest Expense
Interest expense was $37.4 million for the three months ended June 30, 2020, compared to $51.5 million for the three months ended June 30, 2019. The decrease in interest expense was principally due to a decline in variable interest rates, as well as the refinancing of our Select credit facilities, Concentra-JPM credit facilities (as defined below), and senior notes during the third and fourth quarters of 2019.
Income Taxes
We recorded income tax expense of $23.3 million for the three months ended June 30, 2020, which represented an effective tax rate of 25.7%. We recorded income tax expense of $20.8 million for the three months ended June 30, 2019, which represented an effective tax rate of 25.8%.
Net Income Attributable to Non-Controlling Interests
Net income attributable to non-controlling interests was $15.8 million for the three months ended June 30, 2020, compared to $15.2 million for the three months ended June 30, 2019.
Six Months Ended June 30, 2020, Compared to Six Months Ended June 30, 2019
In the following, we discuss our results of operations related to net operating revenues, operating expenses, other operating income, Adjusted EBITDA, depreciation and amortization, income from operations, equity in earnings of unconsolidated subsidiaries, gain on sale of businesses, interest expense, income taxes, and net income attributable to non-controlling interests.
Please refer to “Effects of the COVID-19 Pandemic on our Results of Operations” above for further discussion.
Net Operating Revenues
Our net operating revenues were $2,647.4 million for the six months ended June 30, 2020, compared to $2,686.0 million for the six months ended June 30, 2019.
Critical Illness Recovery Hospital Segment. Net operating revenues increased 11.0% to $1,020.1 million for the six months ended June 30, 2020, compared to $918.7 million for the six months ended June 30, 2019. The increase in net operating revenues was due to increases in both patient volume and net revenue per patient day. Our patient days increased 5.1% to 547,347 days for the six months ended June 30, 2020, compared to 520,989 days for the six months ended June 30, 2019. We experienced a 2.0% increase in patient days in our existing critical illness recovery hospitals. The remaining increase was attributable to the four critical illness recovery hospitals we acquired in 2019. Net revenue per patient day increased 5.9% to $1,853 for the six months ended June 30, 2020, compared to $1,749 for the six months ended June 30, 2019. We experienced increases in both our Medicare and non-Medicare net revenue per patient day. The increase in our Medicare net revenue per patient day resulted primarily from an increase in patient acuity
Rehabilitation Hospital Segment. Net operating revenues increased 11.4% to $350.7 million for the six months ended June 30, 2020, compared to $314.9 million for the six months ended June 30, 2019. The increase in net operating revenues resulted from increases in both patient volume and net revenue per patient day during the six months ended June 30, 2020. Our patient days increased 5.5% to 178,649 days for the six months ended June 30, 2020, compared to 169,341 days for the six months ended June 30, 2019. The increase in patient days was principally driven by our rehabilitation hospitals which commenced operations during 2019. Several of our other rehabilitation hospitals experienced increases in patient days during the six months ended June 30, 2020; however, these increases were offset by declines in volume experienced within our rehabilitation hospitals in New Jersey and South Florida that temporarily restricted admissions as a result of the COVID-19 pandemic. Certain of our rehabilitation hospitals also experienced overall lower patient volume due to the suspension of elective surgeries at hospitals and other facilities, which consequently reduced the demand for inpatient rehabilitation services. Patient volume in our rehabilitation hospitals began declining in March 2020 and these declines continued through April 2020. Our rehabilitation hospitals began to see improvement in patient volume during May 2020 and, during June 2020, our rehabilitation hospitals patient days increased 7.8% as compared to June 2019. Our net revenue per patient day increased 8.8% to $1,778 for the six months ended June 30, 2020, compared to $1,634 for the six months ended June 30, 2019. We experienced increases in both our Medicare and non-Medicare net revenue per patient day.
Outpatient Rehabilitation Segment. Net operating revenues were $422.4 million for the six months ended June 30, 2020, compared to $508.8 million for the six months ended June 30, 2019. The decrease in net operating revenues was attributable to a decline in visits, which were 3,464,932 for the six months ended June 30, 2020, compared to 4,257,988 visits for the six months ended June 30, 2019. We experienced an 11.2% increase in visits during January and February 2020 as compared to the same period in 2019. Our outpatient rehabilitation clinics experienced a 32.4% decrease in visits during the four months ended June 30, 2020, as compared to same period in 2019. The decline in volume resulted from actions by governmental authorities and the private sector to limit the spread of COVID-19, as discussed above. For the six months ended June 30, 2020, the decline in volume principally occurred during April and May 2020. During this time, our outpatient rehabilitation clinics experienced a 47.7% decrease in visits as compared to the same period in 2019. Patient volume in our outpatient rehabilitation clinics began to improve during June 2020, as compared to April and May 2020. During June 2020, we experienced a 19.7% decrease in visits as compared to the same period in 2019. As of June 30, 2020, we have 66 outpatient rehabilitation clinics that remain temporarily closed. Our net revenue per visit was $105 for the six months ended June 30, 2020, compared to $103 for the six months ended June 30, 2019. The higher net revenue per visit rate reflects a higher percentage of workers’ compensation patients treated during the six months ended June 30, 2020, as compared to the six months ended June 30, 2019.
Concentra Segment. Net operating revenues were $710.9 million for the six months ended June 30, 2020, compared to $809.8 million for the six months ended June 30, 2019. The decrease in net operating revenues was attributable to a decline in visits, which were 5,028,475 for the six months ended June 30, 2020, compared to 6,014,696 visits for the six months ended June 30, 2019. We experienced a 4.9% increase in visits during January and February 2020, as compared to the same period in 2019. Our centers experienced a 26.3% decrease in visits during the four months ended June 30, 2020, as compared to same period in 2019. The decline in volume during these four months resulted from employers furloughing their workforce and temporarily ceasing or significantly reducing their operations as a result of the actions of governmental authorities and those in the private sector to limit the spread of COVID-19, as discussed above. For the six months ended June 30, 2020, the decline in volume principally occurred during April and May 2020. During this time, our centers experienced a 39.2% decrease in visits as compared to the same period in 2019. Patient volume in our centers began to improve during June 2020, as compared to April and May 2020. During June 2020, we experienced a 12.4% decrease in visits as compared to the same period in 2019. As of June 30, 2020, we have 18 centers that remain temporarily closed and 195 centers are operating at reduced hours. Net revenue per visit was $124 for the six months ended June 30, 2020, compared to $122 for the six months ended June 30, 2019. The higher net revenue per visit rate reflects a higher percentage of workers’ compensation patients treated during the six months ended June 30, 2020, as compared to the six months ended June 30, 2019.
Operating Expenses
Our operating expenses consist principally of cost of services and general and administrative expenses. Our operating expenses were $2,350.1 million, or 88.7% of net operating revenues, for the six months ended June 30, 2020, compared to $2,342.3 million, or 87.2% of net operating revenues, for the six months ended June 30, 2019. Our cost of services, a major component of which is labor expense, was $2,282.8 million, or 86.2% of net operating revenues, for the six months ended June 30, 2020, compared to $2,282.2 million, or 85.0% of net operating revenues, for the six months ended June 30, 2019. The increase in our operating expenses relative to our net operating revenues was principally due to the reduced patient volume in our outpatient rehabilitation and Concentra segments, as discussed above. General and administrative expenses were $67.3 million, or 2.5% of net operating revenues, for the six months ended June 30, 2020, compared to $60.0 million, or 2.2% of net operating revenues, for the six months ended June 30, 2019.
Other Operating Income
For the six months ended June 30, 2020, we had other operating income of $55.0 million. We recognized payments received under the Provider Relief Fund as other operating income as we have incurred losses of revenue and health care related expenses attributable to COVID-19. Refer to Note 12 – CARES Act of the notes to our condensed consolidated financial statements included herein for further information. For the six months ended June 30, 2020, $54.2 million of other operating income is included within the operating results of our other activities; $0.8 million of other operating income is included in the operating results of our Concentra segment.
Adjusted EBITDA
Critical Illness Recovery Hospital Segment. Adjusted EBITDA increased 30.0% to $178.3 million for the six months ended June 30, 2020, compared to $137.1 million for the six months ended June 30, 2019. Our Adjusted EBITDA margin for the critical illness recovery hospital segment was 17.5% for the six months ended June 30, 2020, compared to 14.9% for the six months ended June 30, 2019. The increases in Adjusted EBITDA and Adjusted EBITDA margin for our critical illness recovery hospital segment were driven by increases in both patient volume and net revenue per patient day, as discussed above under “Net Operating Revenues.” The increases in Adjusted EBITDA and Adjusted EBITDA margin were offset, in part, by the incurrence of additional operating expenses as a result of the COVID-19 pandemic. Our critical illness recovery hospitals have modified certain of their protocols in order to follow the guidelines and recommendations for patient treatment and for the protection of both our patients and staff members. This has resulted in increased labor costs, including increased contracted labor usage, as well as additional costs resulting from the purchase of personal protective equipment.
Rehabilitation Hospital Segment. Adjusted EBITDA increased 18.7% to $66.2 million for the six months ended June 30, 2020, compared to $55.8 million for the six months ended June 30, 2019. Our Adjusted EBITDA margin for the rehabilitation hospital segment was 18.9% for the six months ended June 30, 2020, compared to 17.7% for the six months ended June 30, 2019. The increases in Adjusted EBITDA and Adjusted EBITDA margin were primarily attributable to our hospitals which commenced operations in 2019. We also experienced increases in Adjusted EBITDA and Adjusted EBITDA margin at many of our existing hospitals as a result of increased patient volume and increases in net revenue per patient day. These increases were offset, in part, by declines in Adjusted EBITDA and Adjusted EBITDA margin in our rehabilitation hospitals in New Jersey and South Florida that implemented temporary restrictions on admissions as a result of the COVID-19 pandemic. Our Adjusted EBITDA and Adjusted EBITDA margin were also impacted by the incurrence of additional operating expenses as a result of the COVID-19 pandemic. Our rehabilitation hospitals have modified certain of their protocols in order to follow the guidelines and recommendations for patient treatment and for the protection of both our patients and staff members. This has resulted in increased labor costs as well as additional costs resulting from the purchase of personal protective equipment.
Prior to our rehabilitation hospitals becoming affected by the COVID-19 pandemic, our Adjusted EBITDA increased 72.5% to $27.4 million for January and February 2020, compared to $15.9 million for the same period in 2019. Our Adjusted EBITDA margin increased to 22.4% for January and February 2020, compared to 16.1% for the same period in 2019. We experienced declines in Adjusted EBITDA and Adjusted EBITDA margin during April and May 2020, as compared to the same period in 2019, as a result of lower patient volume. Our Adjusted EBITDA and Adjusted EBITDA margin improved in June 2020 as compared to both April and May 2020 and the same period in 2019. For the six months ended June 30, 2019, the Adjusted EBITDA results for the rehabilitation hospital segment include start-up losses of approximately $8.8 million.
Outpatient Rehabilitation Segment. Adjusted EBITDA was $20.8 million for the six months ended June 30, 2020, compared to $71.6 million for the six months ended June 30, 2019. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 4.9% for the six months ended June 30, 2020, compared to 14.1% for the six months ended June 30, 2019. The decrease in Adjusted EBITDA and Adjusted EBITDA margin were caused by a decline in visits, beginning in mid-March 2020, as a result of the effects of the COVID-19 pandemic, as described above. During the months of March through June 2020, our outpatient rehabilitation clinics experienced a 32.4% decrease in visits, as compared to the same period in 2019. In response to the decline in patient volume and in an effort to reduce operating expenses, we temporarily consolidated, where possible, the operations of clinics which operate within close proximity to one another and took other measures to reduce labor costs. Prior to our outpatient rehabilitation clinics becoming affected by the COVID-19 pandemic, our Adjusted EBITDA increased 33.6% to $23.1 million for January and February 2020, compared to $17.3 million for the same period in 2019. Our Adjusted EBITDA margin increased to 12.9% for January and February 2020, compared to 10.7% for the same period in 2019. We incurred Adjusted EBITDA losses during April and May 2020 as a result of the decline in patient visits we experienced. Our outpatient rehabilitation segment generated positive Adjusted EBITDA in June 2020 as we saw improvement in patient volume.
Concentra Segment. Adjusted EBITDA was $103.0 million for the six months ended June 30, 2020, compared to $142.3 million for the six months ended June 30, 2019. Our Adjusted EBITDA margin for the Concentra segment was 14.5% for the six months ended June 30, 2020, compared to 17.6% for the six months ended June 30, 2019. The decreases in Adjusted EBITDA and Adjusted EBITDA margin were caused by a decline in visits, beginning in mid-March 2020, as a result of the effects of the COVID-19 pandemic, as described above. During the months of March through June 2020, our centers experienced a 26.3% decrease in visits, as compared to the same period in 2019. In response to the decline in patient volume and in an effort to reduce operating expenses, we temporarily consolidated, where possible, the operations of centers which operate within close proximity to one another, reduced the operating hours of certain centers, and took other measures to reduce labor costs. Prior to our centers becoming affected by the COVID-19 pandemic, our Adjusted EBITDA increased 11.7% to $45.5 million for January and February 2020, compared to $40.8 million for the same period in 2019. Our Adjusted EBITDA margin increased to 16.6% for January and February 2020, compared to 15.7% for the same period in 2019. Our Adjusted EBITDA and Adjusted EBITDA margin were most significantly impacted in April and May 2020 as a result of the decline in patient visits we experienced. Our Adjusted EBITDA and Adjusted EBITDA margin improved in June 2020, as compared to both April and May 2020 and the same period in 2019, as we saw improvement in patient volume.
Depreciation and Amortization
Depreciation and amortization expense was $104.0 million for the six months ended June 30, 2020, compared to $107.1 million for the six months ended June 30, 2019.
Income from Operations
For the six months ended June 30, 2020, we had income from operations of $248.2 million, compared to $236.6 million for the six months ended June 30, 2019. The increase in income from operations was primarily attributable to the improved operating performance of our critical illness recovery hospital segment, as well as the recognition of $55.0 million of other operating income, as discussed above.
Equity in Earnings of Unconsolidated Subsidiaries
Our equity in earnings of unconsolidated subsidiaries relates to rehabilitation businesses and other healthcare-related businesses in which we are a minority owner. For the six months ended June 30, 2020, we had equity in earnings of unconsolidated subsidiaries of $10.9 million, compared to $11.8 million for the six months ended June 30, 2019.
Gain on Sale of Businesses
We recognized gains of $7.5 million and $6.5 million during the six months ended June 30, 2020 and 2019, respectively. These gains were attributable to the sales of outpatient rehabilitation businesses.
Interest Expense
Interest expense was $83.5 million for the six months ended June 30, 2020, compared to $102.3 million for the six months ended June 30, 2019. The decrease in interest expense was principally due to a decline in variable interest rates, as well as the refinancing of our Select credit facilities, Concentra-JPM credit facilities, and senior notes during the third and fourth quarters of 2019.
Income Taxes
We recorded income tax expense of $45.2 million for the six months ended June 30, 2020, which represented an effective tax rate of 24.7%. We recorded income tax expense of $39.3 million for the six months ended June 30, 2019, which represented an effective tax rate of 25.7%. For the six months ended June 30, 2020, the lower effective tax rate resulted primarily from the discrete tax benefits realized from the exercise of certain equity options in connection with the purchase of additional membership interests in Concentra Group Holdings Parent, as described under “Other Significant Events.” The impact of these tax benefits were offset, in part, by the sale of an outpatient rehabilitation business. The selling price for this business exceeded our tax basis, resulting in a taxable gain. This sale was treated as a discrete tax event for the six months ended June 30, 2020.
Net Income Attributable to Non-Controlling Interests
Net income attributable to non-controlling interests was $33.2 million for the six months ended June 30, 2020, compared to $27.7 million for the six months ended June 30, 2019. The increase was principally due to the operating performance of our joint venture critical illness recovery hospitals and rehabilitation hospitals.