Good morning, and thank you for joining us today for Select Medical Holdings Corporation's Earnings Conference Call to discuss the Second Quarter 2023 Results and the business -- company business outlook.

Speaking today are the company's Executive Chairman and Co-Founder, Robert Ortenzio; and the company's Executive Vice President and Chief Financial Officer, Martin Jackson. Management will give you an overview of the quarter and then the call will open for questions.

Before we get started, we would like to remind you that this conference may contain forward-looking statements regarding future events or the future financial performance of the company, including without limitation statements regarding operational results, growth opportunities and other statements that refer to Select Medical's plans, expectations, strategies, intentions and beliefs.

These forward-looking statements are based on the information available to management of Select Medical today, and the company assumes no obligation to update these statements as circumstances change. I will now like to turn the conference over to Mr. Robert Ortenzio. Please go ahead, sir..

Thank you, Operator. Good morning, everyone. Welcome to Select Medical's earnings call for the second quarter of 2023. Before providing detail on each of our four operating division, I'd like to provide some updates and commentary.

As you're aware, we announced our preliminary estimate of certain financial results for the second quarter on July 19, in connection with plans to launch a refinancing of some of the company's debt. We completed our refinancing on July 31, and Marty Jackson will provide further details in his commentary. So I wanted to highlight that on August 1, U.S.

News & World Report released its annual best hospitals list. I'm pleased to share with you that our Kessler Institute for Rehabilitation Hospital and six of our partnered inpatient rehab hospitals are ranked among the nation's best for 2023/2024.

Number three, Kessler Institute for Rehabilitation; number 21, California Rehab Institute; number 22, Baylor Scott & White Institute for Rehabilitation in Dallas; number 34, Ohio Health Rehabilitation Hospital in Columbus; number 38, Cleveland Clinic Rehabilitation Hospital; number 46, TriHealth Rehabilitation Hospital in Cincinnati; and number 48 Banner Rehabilitation Hospital in Phoenix.

This marks the 31st consecutive year that Kessler Institute has been named among the nation's best hospitals for rehabilitation and the third year in a row for Baylor Scott & White Dallas and Ohio Health. This recognition is a testament to our teams and the attention to quality at each of these institutions.

On the financial front, we had another strong quarter with all four of our operating divisions exceeding prior year revenue. Overall revenue growth -- overall revenue grew 6% and adjusted EBITDA by 21% compared to prior year Q2.

The full reinstatement of Medicare sequestration and CARES Act grant income received in Q2 prior year were headwinds when compared to prior year same quarter financial performance in the amounts of $4.8 million for Medicare sequestration and $15.1 million for CARES grant income.

For the quarter, total company adjusted EBITDA was $219.5 million compared to $181 million in the prior year. Our consolidated adjusted EBITDA margin was 13.1% for Q2 compared to 11.4% in the prior year. Excluding grant income and the Medicare sequestration impact of Q2 prior year, our prior year adjusted EBITDA was $161.1 million with a 10.2% margin.

Our critical illness recovery hospital division experienced the most significant increase in performance compared to prior year with a 227% increase in adjusted EBITDA along with an 8 point reduction in their salary, wages, and benefit to revenue ratio.

The CIRH division SW&B to revenue ratio was 56.7%, which was within our target range of 55% to 57%, along with a $43 million reduction in agency expenses compared to same quarter prior year. Consistent with last quarter, Marty Jackson will provide additional detail regarding critical illness sustained labor improvements within his commentary.

Critical illness had a lot of activity on the development front with three more openings this past quarter. In May, we opened two hospitals with joint venture partners located in Tucson, Arizona, and Alexandria, Virginia. In June, we also acquired a 60 bed critical illness hospital in Richmond, Virginia.

We incurred $5.1 million in startup losses in our new critical illness recovery hospitals this quarter. As previously mentioned, we have an agreement to open a critical illness recovery hospital, a distinct part rehabilitation unit in Chicago with our joint venture partner Rush University System for Health in Q2 of 2024.

There is also a strong pipeline of additional opportunities for growth that are under consideration. The inpatient rehab hospital division continued their strong performance exceeding prior year quarter revenue and adjusted EBITDA.

As mentioned in Q1, the development pipeline remained strong with a 36 bed inpatient rehab hospital in Fort Wayne, Indiana expected to close in Q3, with our joint venture partner CHS. Also, as previously noted, we have partnered with Atlanta Care to build a new rehabilitation hospital in Southern New Jersey.

Contingent upon regulatory approval, the hospital will be called Bacharach Institute for Rehab and is slated to open in either 2025 or 2026. The pipeline for growth is strong, and we anticipate strong performance throughout this year. Concentra continued their exceptional performance exceeding prior year revenue, EBITDA, and patient volume.

During the quarter, Concentra completed two transactions. The acquisition of Holland Medi Center in Michigan included a standalone clinic location as well as a mobile unit used for episodic events, extending our footprint approximately 30 miles from Grand Rapids into nearby Holland, Michigan market.

Concentra also acquired One Source Occupational Medicine, a transaction that resulted in a folding of the practice into our nearby clinic located in Tulsa, Oklahoma. Concentra has four signed leases for new de novo locations that are expected to open in Q4 2023.

Additionally, there's a strong pipeline of acquisition in de novos that are currently being evaluated. This quarter, our outpatient rehabilitation division surpassed prior year revenue and patient volume.

Outpatient entered into a joint venture partnership with Atlanta Care in our South Jersey market contributing 13 clinics where we are the managing partner and majority owner. Division added eight clinics this quarter via acquisitions and de novos.

The pipeline for additional growth remains strong with 27 executed leases for de novo clinics, which are scheduled to open in the second half of 2023. There are also many additional opportunities for acquisitions and de novo development that are under consideration. At this point, I'll provide some further data points on each of our divisions.

Critical illness recovery hospital division experienced increases of 5% of net revenue, 2% in occupancy rates, and 227% in EBITDA for a extremely successful quarter. Our occupancy was 68% up from 67%. Our case mix index decreased from prior year of 1.29 to 1.26.

Nursing agency rates decreased 31% and nursing agency utilization decreased 44% when compared to prior year Q2. Nursing agency rates decreased 7% while nursing agency utilization remained consistent compared to Q1 2023.

Orientation hours decreased 14% compared to prior year Q2, but increased 24% compared to Q1 2023 as we continue to add full time nurses. Nursing sign-on and incentive bonus dollars decreased 35% from prior year Q2 and 25% from the prior sequential quarter. Our adjusted EBITDA margin was 11.4% for the quarter compared to 3.7% in the prior year Q2.

Our positive reductions in labor contributed to the improvement in our EBITDA margin. On the regulatory front this week, CMS issued the final LTAC rules for fiscal year 2024, which will be effective October 1 of this year. The final rule includes a 3.6% increase in the federal base rate, which is higher than the proposed rule.

A high cost outlier threshold increased by $21,355, which was much lower than the increased outline in the proposed rule of $55,805 -- $55,860. The MS-LTAC-DRG relative weight and expected length of stays were also updated in the final rule.

Our inpatient rehab hospital division experienced a 5% increase in net revenue with patient volumes increasing 1%, and our rate per patient day by 4%. Occupancy was 84% compared to 86% prior year. The adjusted EBITDA margin for inpatient rehab was 23% for Q2 compared to 21.8% in the prior year.

Last week, CMS also issued the final inpatient rehab rules for fiscal 2024, which were effective October 1. Final rule includes a 3.7% increase to standard payment amount, which is higher than the 3.3%, including the proposed rule. A high cost outlier threshold increased $2,103, which was slightly less than the $2,836 decrease in the proposed rule.

The CMG relative weight and average length of stay values were also updated in the final rule. Concentra experienced an increase in 6% in net revenue driven by 2% increase in volume, and a 6% increase in rate. Our work comp net revenue per visit increased by 2%, and our employer services rate increased by 9%.

Concentra's adjusted EBITDA margin was 21.5% for the quarter compared to 21% in the same quarter prior year. Our outpatient rehab division experienced an increase of 6% in net revenue. Patient volumes increasing by 11% offset by a decrease in rate from $103 net revenue per visit to $100 net revenue per visit compared to same quarter prior year.

The increase in volume compared to prior year was spread amongst multiple markets and was partially attributed to organizational initiatives focusing on improving clinical productivity via patient access.

The decline in rate was due to decline in outpatient Medicare fee schedule, full implementation of Medicare sequestration, payer mix and variable discounts compared to prior year.

The outpatient division's EBITDA declined slightly by $751,000 compared to prior year, while their EBITDA margin was 10.8% this quarter versus 11.7% same quarter prior year. Earnings per fully diluted share were $0.61 for the second quarter compared to $0.43 per share in the same quarter prior year.

In regards to our allocation of deployment of capital, our Board of Directors declared a cash dividend of $0.125 payable on September 1, 2023, to shareholders of record as of the close of business on August 15, 2023. This past quarter, we did not repurchase shares under our Board authorized share repurchase program.

We'll continue to evaluate stock repurchases reduction of debt and development opportunities. This concludes my remarks and I'll turn it over to Marty Jackson for some additional financial details before we open the call up for questions..

Great. Thank you, Bob. Good morning, everyone. Consistent with the prior three quarters, I'd like to provide some additional details with the progress we continue to make regarding labor costs with critical illness recovery hospital division.

This past quarter, we had a sequential reduction from Q1 to Q2 in our total RN agency costs and our RN agency rates, while utilization of agency remained consistent. The reductions we realized were 7% in the RN agency costs and 7% in the agency RN hourly rate from $83 down to $77. Our utilization of agency remained at 18% for the past three quarters.

We experienced slight fluctuations in our agency rates and costs as the quarter progressed with the rate fluctuation from April to June of 1% from $79 down to $78, and RN agency costs $7.9 million in April, $7.4 million in May, and $6.7 million in June. Agency utilization was 19% in April and May, this dropped to 17% in June.

Other areas where we saw improvement compared to the sequential quarters were reductions of 25% in nursing sign-on and incentive bonuses. While our hospital administrative SW&B remain relatively consistent with Q1.

This quarter we had an increase of orientation hours compared sequentially to Q1 2023 of 24%, and the hours remain relatively consistent during the quarter at an average of 40,000 hours per month.

Overall, our SW&B to net revenue ratio increased slightly from Q1 to 56.7%, up from 56.3%, which is remaining within the targeted rate that we previously had communicated. Moving on to our financials. In Q2, equity and earnings of unconsolidated subsidiaries were $10.5 million. This compares to $6.2 million in the same quarter prior year.

Net income attributable to non-controlling interests was $13.6 million compared to $11.1 million in the same quarter last year. Interest expense was $49 million in the second quarter. This compares to $41.1 million in the same quarter prior year.

The increase in interest expense was primarily attributable to an increase in the interest rates compared to Q2 of 2022. At the end of the quarter, we had $3.8 billion of debt outstanding and $101.2 million of cash on the balance sheet.

Our debt balance at the end of the quarter included $2.1 billion in term loans, $345 million in revolving loans, $1.2 billion in our 6.25 senior notes and $77.1 million of other miscellaneous debt. We ended the quarter with net leverage of our senior secured credit agreement of 5.06x.

As of June 30, we had 200 -- close to $250 million of availability on our revolver. As Bob previously noted, we completed a refinancing transaction on July 31.

This year, we amended and extended our $2.1 billion term loan B, secured loan with -- along with increasing our senior secured revolving credit facility $60 million from $650 million up to $710 million.

Both the term loan and the revolver have been extended two years and will mature on March 6, 2027, with an early springing maturity of 90 days prior to the senior notes maturity triggering if more than $300 million of senior notes remained outstanding at May 15, 2026.

The refinancing term loan is priced at SOFR plus 300 bps with a step down of 25 basis points if our net leverage ratio falls below 4x. The revolver has been priced at SOFR plus 250 with a step down of 25 basis points if net leverage ratio falls below 4x.

It's important to note that the 1% SOFR interest rate cap on the $2 billion of our term loans will remain in place through September 30 of 2024. Our $1.2 billion of 6.25 senior notes still mature on August 15, 2026.

For the second quarter, operating activities provided close to $235 million in cash flow, our day sales outstanding or DSO was 52 days at June 30 of 2023 compared to 53 days June 30 on 2022 and 54 days as of March 31, 2023. Investing activities used $66.8 million of cash in the second quarter.

This includes $59.5 million in purchases of property and equipment and $7.3 million in acquisition and investment activity. Financing activities used $150.6 million of cash for the second quarter.

We had $115 million in net payments on our revolving line of credit, $14.3 million of net payments on other debt, and $15.9 million in dividends on our common stock. As stated previously, we did not repurchase any shares under our Board authorized repurchase program this quarter.

The program remains in effect until December 31, 2023, unless further extended or earlier terminated by the Board.

We are adjusting our business outlook for 2023 with expected revenue to be in the range of $6.55 billion to $6.7 billion, expected adjusted EBITDA in the range of $795 million to $825 million, and a fully diluted earnings per share to be in the range of $1.77 to $1.94.

Select Medical expects adjusted earnings per share to be in the range of $1.86 to $2.03. Adjusted earnings per share excludes the loss of early retirement of debt and has related costs and tax effects. Capital expenditures are expected to be in the range of $190 million to $210 million for 2023. This concludes our prepared remarks.

And at this time, we'd like to turn it back over to the operator to open the call up for questions..

Thank you. [Operator Instructions]. Our first question comes from the line of Justin Bowers with Deutsche Bank. Your line is now open..

Hi, good morning everyone.

Bob, just wanted to clarify one thing on the LTAC, is that -- is the next de novo or JV coming online in 2024 or is there anything left in the rest of the year this year?.

Just RUSH is the one that's that would be next based on deals that we've announced. So anything else that we would do that would be before that we've not announced yet..

Got it.

And then just on outpatient sort of given the landscape over the last year or so, is the plan for you guys to sort of stay the course with your, the JV approach and sort of building around your existings, or is there any appetite to do something with greater scale?.

I would say at this point there is no appetite to do anything on a broader scale. We feel really good about our opportunities for creation of value by adding incrementally in markets where we have a presence and also snapping outpatient onto our many joint venture agreements that are growing pretty rapidly.

So I would say to you that we are probably not in the market for a bigger transaction in the outpatient space..

Okay. Thanks. And Marty, healthy free cash flow generation in the first half especially in 2Q.

How are you guys thinking about CapEx in the second half and then just given the attract spread in T-bills versus the rate cap how should we think about the deleveraging going forward through September 2024? Is that just more of a function of the EBITDA growth or is there going to be some pay down to along the way?.

Yes, Justin. With regards to, I mean, Bob had talked about the use of a free cash flow. We anticipate that we will continue to see the dollars on our revolver come down, and that should be -- that going into 2024, by the end of 2024, that should completely be eliminated any cash, any borrowings on that revolver. So no, we'll continue to pay down debt.

So you can expect to see leverage come down not only from increased EBITDA, but also reduction of that..

Thank you. One moment for our next question, please. Next question comes from the line of Ben Hendrix with RBC Capital Markets. Your line is now open..

Thank you very much. Just a follow-up question on your LTAC final rule comments. We're definitely glad to see that outlier threshold come down from the proposal, but it still seems like a pretty significant hike. How are you thinking about the financial impact of that to your critical illness segment from 3Q to 4Q and then into next year? Thank you..

Yes. And there's no doubt that that increase in the high cost outlier number will have -- we will certainly have some headwinds there, but there are certainly ways to mitigate that, and that's what we're focused on right now..

Okay. And then just overall the rate increase 3.5% or thereabouts, how does that translate do you think for Select Medical specifically kind of given your case mix and thanks..

Ben, could you clarify that question when you say how does it --.

Yes, just -- just how the rate update, if you expect it to be any different for Select than the 3.5% finalized..

No, we anticipate it will be in that neighborhood for us. You can expect to see increases for our Medicare dollars increase by that percent. I think that's a good number to use in your model..

Yes..

I think you'll see better increases on the commercial side. I think we're -- we've been in that negotiated rates. We've been in that 5-plus-percent range. But with Medicare, I think that -- I think it's 3.5% and then I think there's a deduct of about 0.2% for efficiency improvements..

Yes. And, as usual, Ben, these LTAC, because it's a complicated business. There's -- in these final rules, the aftermath of the final rules, there's a lot of give and takes in this, you have the high cost outlier threshold, which has an impact.

You have the rate increase, and then you have our mix of business, the case mix index, and our percentage of respiratory cases and pulmonary, all of these have an effect on the business.

So we're -- post the rule and going into next year, we'll be taking a look at all of those to adjust all the levers that, that we have at our disposal to make sure that we can get some growth out of the segment..

Got you. Thank you.

And just quickly, finally, do you expect this, the high cost outlier to drive any industry disruption that could create a consolidation opportunity for you guys?.

I do not..

Thank you. One moment for our next question. The next question comes from the line of Kevin Fischbeck with Bank of America. Your line is now open..

All right. Great. Thanks.

Maybe just to stay on Medicare rates, do you have a similar comment on IRFs what do you think the kind of net rate to you guys will be on the IRFs rule?.

Yes, I mean, I think that the -- we were pretty satisfied with the LTAC rule and/or the rehab rule. And I think we've got a little bit of a tailwind on the final rule there as we're looking forward to Q4 and into next year, Kevin..

Okay. And then, obviously a lot of progress on SW&B. Wanted to get a sense from you guys where you thought you were in that progress.

We all love baseball analogies, so like what inning are we on the improvement there? Is there much to go still from here, or is this the right way to think about SW&B heading into 2024?.

Yes, Kevin, I think throughout the balance of the year, we'll be in that 55% to 57% range. Now we see that dropping down in 2024 and 2025. And the reason being, remember, we're not just focused on the cost here; I mean SW&B as a percentage of revenue has a revenue component to it. So our commercial contracts are basically three years.

The terms on those are three years. So we'll be negotiating increases in those. We're done about a third of our contracts now, so we'll be negotiating in 2024/2025 for the balance of the contracts. We anticipate as we do that, we get decent increases there. We would expect to see SW&B as a percentage of revenue continue to come down through 2025.

And our focus is really to get it back to that historical rate of 52%..

Okay. That's great.

So when we think about that improvement though, you're saying that the improvement is less about further declines in bill rates or utilization per se, and it's more about getting the top-line growth to kind of match inflation?.

That's correct..

Okay. Great.

And then -- excuse me, then maybe just last question on the outpatient side, the rates being down, is that something that we should be modeling going into to next year? I guess there's still another rehab rate cut at least proposed next year, or is there anything kind of unusual? You mentioned case -- you mentioned that payer mix is kind of in there, is there reason to believe that that rates next year will be better than rates this year?.

Yes, there is. We anticipate that going into next year, we think it's going to rebound back to at least be in that $102, $203 range..

What's driving that?.

Again, contracts and improvements in some other, in our -- in the CBO area..

Thank you. One moment for our next question. Our next question comes from the line of A.J. Rice with Credit Suisse Financial. Your line is now open..

Hi, good morning. This is MJ [ph] on for A.J. So I wanted to ask about the larger volume trends that we're seeing. Your volumes especially in IRFs and outpatient rehab are very strong. Do you see this as mostly deferred care flowing through a system, or do you see this more as more sustainable volume? Thank you..

Yes.

Could you repeat that question?.

You're not -- yes, you're not coming through very clearly..

Yes.

I was asking about whether the volume that you're seeing on IRFs as well as outpatient rehab is a more, the deferred care flowing through the system after the pandemic, or is it more a sustainable volume?.

I think the business on the -- if I'm understanding your question, I think the business on the IRFs and the outpatient is very sustainable in this post -- if you characterize the post-pandemic volume, I mean the business on the demand side in IRF and outpatient is very, very good.

I mean for a company like ours or others, I mean, it is just a question of navigating your local market and your competition and your rate negotiations. But it's -- I don't think in either of those businesses it's necessarily, there's no systemic volume issue..

Yes. We don't really think that it's a function of pent-up demand due to the pandemic. We think it's really -- we think we'll continue to see increases like this..

Yes. There's lots of things that can affect it in local markets, for example, staffing challenges that large systems continue to have, can oftentimes or sometimes affect their surgical volumes. And if surgical volumes, particularly on the orthopedic side are impacted in a local market, we're going to certainly see some pull through negative on that.

But overall, when we look nationally, we see a return to a pretty strong business.

Does that answer your question?.

Yes. Got it. Thanks. Maybe one more on LTAC pricing. I think revenue per patient day was up 4.5% and sequestration should be a headwind, and it seems like acuity mix stepped down as well.

How -- why is the pricing going up and how does the back half of the year shake out?.

Well, I can tell you one thing on the acuity mix. In the winter months, when we tend to see more pulmonary, the acuity mix will go up. I don't think you should look at the acuity or the case mix index reduction that we commented on as being any kind of systemic signal or reduction in acuity of our patients.

In fact, we continue to see increased acuity in our critical illness hospital. So I mean, I think that will continue to remain strong. And as you know, there is some seasonality in our business..

Yes. I think the other thing is, as you know, we're paid on a DRG, so to the extent that the length of stay goes down, which it did during the quarter that's going to have a positive impact on the rate..

Thank you. I am currently showing no further questions at this time. I'd like to hand the conference back over to Mr. Robert Ortenzio for closing remarks..

Closing remarks, thanks, everybody for joining us and look forward to updating you again next quarter..

This concludes today's conference call. Thank you for your participation. You may now disconnect. Everyone, have a wonderful day..