Select Medical Corporation Announces Results for Fourth Quarter and Ye

MECHANICSBURG, Pa., Feb. 2 /PRNewswire-FirstCall/ -- Select Medical Corporation today announced results for the fourth quarter and year ended December 31, 2004.

For the fourth quarter ended December 31, 2004, net operating revenues increased 4.5% to $419.5 million compared to $401.4 million for the same quarter, prior year. Income from operations increased 28.7% to $58.2 million compared to $45.2 million for the same quarter, prior year. Net income increased 31.0% to $29.8 million compared to $22.8 million for the same quarter, prior year. Additionally, net income before interest, income taxes, depreciation and amortization, income (loss) from discontinued operations, equity in earnings from joint ventures and minority interest ("Adjusted EBITDA") increased 21.6% to $68.6 million compared to $56.4 million for the same quarter, prior year. A reconciliation of net income to Adjusted EBITDA is attached to this release. Earnings per share on a fully diluted basis were $0.28 compared to $0.21 for the same quarter, prior year. This represents a 33.3% increase in fully diluted earnings per share.

For the year ended December 31, 2004, net operating revenues increased 19.3% to $1,660.8 million compared to $1,392.4 million for the prior year. Income from operations increased 54.6% to $231.5 million compared to $149.8 million for the prior year. Net income increased 58.7% to $118.2 million compared to $74.5 million for the prior year. Additionally, Adjusted EBITDA increased 47.2% to $271.5 million compared to $184.5 million for the prior year. Earnings per share on a fully diluted basis from continuing operations were $1.10 compared to $0.72 for the prior year. This represents a 52.8% increase in fully diluted earnings per share from continuing operations. Earnings per share on a fully diluted basis, after giving effect to discontinued operations, were $1.11 compared to $0.72 for the prior year. On September 27, 2004, the Company sold its only skilled nursing facility. This facility was acquired as part of the acquisition of Kessler Rehabilitation Corporation in 2003. As a result of the sale, the operating results of this facility have been reclassified and reported as discontinued operations for all reported periods.

Specialty Hospitals

At the end of the year, Select operated 82 long-term acute care hospitals and four acute medical rehabilitation hospitals. This compares to 79 long- term acute care hospitals and four acute medical rehabilitation hospitals operated at December 31, 2003. For the fourth quarter of 2004, net operating revenues increased 11.3% to $281.6 million compared to $253.1 million for the same quarter, prior year. For all of Select's hospitals, total patient days for the fourth quarter 2004 were 201,594, admissions were 8,282 and net revenue per patient day was $1,364 (such figures include 17,743 days and 703 admissions at hospitals in their start-up periods and 27,494 days and 1,790 admissions at the four hospitals acquired through the Kessler acquisition). This compares to 207,280 days, 8,520 admissions and net revenue per patient day of $1,218 for the same quarter, prior year. For the hospitals opened before January 1, 2003 and operated by Select throughout both periods, patient days in the fourth quarter of 2004 were 156,357 and admissions in the fourth quarter were 5,789, compared to 172,446 days and 6,370 admissions in the same quarter, prior year. Adjusted EBITDA for the segment increased 19.8% to $61.2 million compared to $51.1 million for the same quarter, prior year. The Adjusted EBITDA margin for the segment was 21.7% for the fourth quarter of 2004, compared to 20.2% for the same quarter, prior year. The Adjusted EBITDA margin for the hospitals opened before January 1, 2003 and operated by Select throughout both periods was 22.5% for the fourth quarter of 2004, compared to 22.8% for the same quarter, prior year. A reconciliation of net income to Adjusted EBITDA is attached to this release.

For the year ended December 31, 2004, net operating revenues increased 28.3% to $1,089.5 million compared to $849.3 million for the prior year. For all of Select's hospitals, total patient days for the year ended December 31, 2004 were 816,898, admissions were 33,523 and net revenue per patient day was $1,306 (such figures include 62,625 days and 2,497 admissions at hospitals in their start-up periods and 106,320 days and 7,133 admissions at the four hospitals acquired through the Kessler acquisition). This compares to 722,231 days, 27,620 admissions and net revenue per patient day of $1,173 for the prior year. For the hospitals opened before January 1, 2003 and operated by Select throughout both periods, patient days for the year ended December 31, 2004 were 647,953 and admissions were 23,893, compared to 668,024 days and 24,476 admissions in the prior year. Adjusted EBITDA for the segment for the year ended December 31, 2004 increased 62.2% to $236.2 million compared to $145.7 million for the prior year. The Adjusted EBITDA margin for the segment for the year ended December 31, 2004 was 21.7%, compared to 17.2% for the prior year. The Adjusted EBITDA margin for the hospitals opened before January 1, 2003 and operated by Select throughout both periods was 21.8% for the year ended December 31, 2004, compared to 18.2% for the prior year.

Outpatient Rehabilitation

At December 31, 2004, Select operated 741 outpatient clinics. For the fourth quarter of 2004, net operating revenues decreased 5.5% to $134.6 million compared to $142.5 million for the same quarter, prior year. Adjusted EBITDA for the fourth quarter increased 12.8% to $17.2 million compared to $15.2 million for the same quarter, prior year. The Adjusted EBITDA margin for the quarter was 12.8% compared to 10.7% in the same quarter, prior year. U.S. based patient visits were 877,178 compared to 1,024,814 for the same quarter, prior year. Net revenue per visit was $92 compared to $86 for the same quarter, prior year.

For the year ended December 31, 2004, net operating revenues increased 5.4% to $558.1 million compared to $529.3 million for the prior year. Adjusted EBITDA for the period increased 8.8% to $81.6 million compared to $75.0 million for the prior year. The Adjusted EBITDA margin for the period was 14.6% compared to 14.2% in the prior year. U.S. based patient visits were 3,810,284 compared to 4,027,768 for the prior year. Net revenue per visit was $90 compared to $87 for the prior year.

Non-GAAP Financial Measures

The SEC adopted rules during 2003 regarding the use of non-GAAP financial measures, such as EBITDA and Adjusted EBITDA. Historically Select has used EBITDA, defined as net income (loss) before interest, income taxes, and depreciation and amortization, to report consolidated operating results in its filings with the SEC. As a result of these rules, we will remove consolidated EBITDA and consolidated Adjusted EBITDA from future filings we make with the SEC. However, SFAS 131 requires Select to report segment results in a manner consistent with management's internal reporting of operating results to Select's chief operating decision maker (as defined under SFAS 131) for purposes of evaluating segment performance. Therefore, since Select uses Adjusted EBITDA to measure performance of its segments for internal reporting purposes, Select has used Adjusted EBITDA to report segment results and will continue to present Adjusted EBITDA for its reportable segments in filings with the SEC.

Acquisition of SemperCare

Effective as of January 1, 2005, Select acquired SemperCare for approximately $100 million in cash. The purchase price for the SemperCare acquisition is subject to an upward or downward adjustment based on the level of SemperCare's net working capital on the closing date of the acquisition. SemperCare is based in Plano, Texas and operates 17 long-term acute care hospitals in 11 states. All of the SemperCare facilities are operated as hospitals within hospitals.

Proposed Merger

On October 18, 2004, Select announced that it signed an agreement to merge with a subsidiary of EGL Holding Company. EGL Holding Company is a new company formed by an investment group led by Welsh, Carson, Anderson & Stowe, a private equity firm focused on investments in the healthcare sector, and including Thoma Cressey Equity Partners, a private equity firm and an existing stockholder of Select, and certain members of Select's management, including Rocco and Robert Ortenzio. Under the terms of the merger agreement, each share of Select common stock, other than certain shares held by the stockholders participating in the buying group, will be converted into the right to receive $18.00 per share in cash.

The closing of the transaction is subject to various conditions contained in the merger agreement, including the approval by the holders of a majority of Select's shares (other than the stockholders continuing in EGL Holding Company), the closing of financing arrangements as set forth in bank commitment letters that have been received by EGL Holding Company, the closing of tender offers for and consent solicitations with respect to Select's public debt securities and other customary conditions.

In connection with the proposed merger, Select has commenced tender offers to acquire all of its existing 91/2% senior subordinated notes due 2009 and all of its existing 71/2% senior subordinated notes due 2013. In connection with each such tender offer Select is seeking consents to eliminate substantially all of the restrictive covenants and make other amendments to the indentures governing such notes. The consummation of the merger is conditioned upon a majority of the aggregate principal amount of each such series of outstanding notes being tendered and consenting to the proposed amendments.

On January 25, 2005, Select mailed to all stockholders of record as of January 21, 2005 its proxy statement to be used to solicit stockholder approvals of the proposed merger. Select stockholders are urged to read the proxy statement regarding the proposed transaction and any other relevant documents filed with the SEC because they contain important information. The special meeting of stockholders of Select to vote on the proposed merger will be held on February 24, 2005 at 9:00 a.m., Eastern Standard Time, at 4716 Old Gettysburg Road, Mechanicsburg, PA 17055.

Select Medical Corporation is a leading operator of specialty hospitals in the United States. Select operates 99 long-term acute care hospitals in 26 states. Select operates four acute medical rehabilitation hospitals in New Jersey. Select is also a leading operator of outpatient rehabilitation clinics in the United States and Canada, with approximately 741 locations. Select also provides medical rehabilitation services on a contract basis at nursing homes, hospitals, assisted living and senior care centers, schools and worksites. Information about Select is available at http://www.selectmedicalcorp.com/

Certain statements contained herein that are not descriptions of historical facts are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the possibility that the merger may not occur due to the failure to satisfy the conditions in the merger agreement, such as the inability of the purchaser to obtain financing, the failure of Select to obtain stockholder approval, the failure of a majority of notes issued by Select to be tendered and accepted and the failure to successfully complete the consent solicitation regarding amendments to the indentures underlying the notes issued by Select, or the occurrence of events that would have a material adverse effect on Select as defined in the merger agreement. Additional risks and uncertainties that could cause results to differ materially from those expressed or implied by such forward-looking statements, include, but are not limited to, those discussed in filings made by Select with the Securities and Exchange Commission. Many of the factors that will determine Select's future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. Select undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

I. Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited) For the Three Months Ended December 31, 2004 and 2003 % 2004 2003 Change Net operating revenues $419,515 $401,439 4.5% Costs and expenses: Cost of services 329,055 319,683 2.9% Bad debt expense 12,466 13,164 (5.3)% General and administrative 9,366 12,166 (23.0)% Depreciation and amortization 10,444 11,217 (6.9)% Income from operations 58,184 45,209 28.7% Equity in earnings from joint ventures -- (490) (100.0)% Interest expense, net 7,151 7,556 (5.4)% Income from continuing operations before minority interests and income taxes 51,033 38,143 33.8% Minority interests 676 509 32.8% Income from continuing operations before income taxes 50,357 37,634 33.8% Income tax expense 20,481 15,094 35.7% Income from continuing operations 29,876 22,540 32.5% Income (loss) from discontinued operations, net of tax (50) 233 (121.5)% Net income $29,826 $22,773 31.0% Diluted earnings per share from continuing operations $0.28 $0.21 33.3% Diluted earnings per share from discontinued operations -- -- NM Diluted earnings per share $0.28 $0.21 33.3% Weighted average shares outstanding 106,653 107,755 (1.0)% NM - Not Meaningful II. Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited) For the Twelve Months Ended December 31, 2004 and 2003 % 2004 2003 Change Net operating revenues $1,660,791 $1,392,366 19.3% Costs and expenses: Cost of services 1,294,903 1,112,176 16.4% Bad debt expense 48,522 51,320 (5.5)% General and administrative 45,856 44,417 3.2% Depreciation and amortization 39,977 34,654 15.4% Income from operations 231,533 149,799 54.6% Equity in earnings from joint ventures -- (824) (100.0)% Interest expense, net 31,051 25,404 22.2% Income from continuing operations before minority interests and income taxes 200,482 125,219 60.1% Minority interests 3,448 2,402 43.5% Income from continuing operations before income taxes 197,034 122,817 60.4% Income tax expense 79,602 48,597 63.8% Income from continuing operations 117,432 74,220 58.2% Income from discontinued operations, net of tax 752 251 199.6% Net income $118,184 $74,471 58.7% Diluted earnings per share from continuing operations $1.10 $0.72 52.8% Diluted earnings per share from discontinued operations 0.01 -- NM Diluted earnings per share $1.11 $0.72 54.2% Weighted average shares outstanding 106,529 103,991 2.4% NM - Not Meaningful III. Condensed Consolidated Balance Sheets (Amounts in thousands) December 31, December 31, 2004 2003 (unaudited) Assets Cash $247,476 $165,507 Restricted cash 7,031 -- Accounts receivable, net 216,852 230,171 Current deferred tax asset 59,239 61,699 Other current assets 18,737 27,689 Total current assets 549,335 485,066 Property and equipment, net 165,336 174,902 Intangible assets 380,373 388,002 Other assets 18,677 31,028 Total assets $1,113,721 $1,078,998 Liabilities and Stockholders' Equity Payables and accruals $232,063 $286,419 Current portion of long term debt 3,557 10,267 Total current liabilities 235,620 296,686 Long term debt, net of current portion 351,033 357,236 Non-current deferred tax liability 4,458 -- Minority interests 6,667 5,901 Stockholders' equity 515,943 419,175 Total liabilities and stockholders' equity $1,113,721 $1,078,998 IV. Key Statistics (unaudited) For the Three Months Ended December 31, 2004 and 2003 % 2004 2003 Change Specialty Hospitals (a) Number of hospitals - end of period 86 83 3.6% Net operating revenues (,000) $281,594 $253,102 11.3% Number of patient days 201,594 207,280 (2.7)% Number of admissions 8,282 8,520 (2.8)% Net revenue per patient day (b) $1,364 $1,218 12.0% Adjusted EBITDA (,000) $61,215 $51,080 19.8% Adjusted EBITDA margin - all hospitals 21.7% 20.2% 7.4% Adjusted EBITDA margin - same store hospitals (c) 22.5% 22.8% (1.3)% Outpatient Rehabilitation Number of clinics - end of period 741 790 (6.2)% Net operating revenues (,000) $134,632 $142,532 (5.5)% Number of visits (US) 877,178 1,024,814 (14.4)% Revenue per visit (US) (d) $92 $86 7.0% Adjusted EBITDA (,000) $17,189 $15,232 12.8% Adjusted EBITDA margin 12.8% 10.7% 19.6% (a) Specialty hospitals consist of long-term acute care hospitals and acute medical rehabilitation hospitals. Revenues and Adjusted EBITDA for 2003 have been restated to exclude discontinued operations. (b) Net revenue per patient day is calculated by dividing specialty hospital patient service revenue by the total number of patient days. (c) Adjusted EBITDA margin - same store hospitals represents the Adjusted EBITDA margin for those hospitals opened before January 1, 2003 and operated throughout both periods. (d) Net revenue per visit is calculated by dividing outpatient rehabilitation clinic revenue by the total number of visits. For purposes of this computation, outpatient rehabilitation clinic revenue does not include Select's Canadian subsidiary or contract services revenue. V. Key Statistics (unaudited) For the Twelve Months Ended December 31, 2004 and 2003 % 2004 2003 Change Specialty Hospitals (a) Number of hospitals - end of period 86 83 3.6% Net operating revenues (,000) $1,089,538 $ 849,260 28.3% Number of patient days 816,898 722,231 13.1% Number of admissions 33,523 27,620 21.4% Net revenue per patient day (b) $1,306 $1,173 11.3% Adjusted EBITDA (,000) $236,181 $145,650 62.2% Adjusted EBITDA margin - all hospitals 21.7% 17.2% 26.2% Adjusted EBITDA margin - same store hospitals (c) 21.8% 18.2% 19.8% Outpatient Rehabilitation Number of clinics - end of period 741 790 (6.2)% Net operating revenues (,000) $558,097 $529,262 5.4% Number of visits (US) 3,810,284 4,027,768 (5.4)% Revenue per visit (US) (d) $90 $87 3.4% Adjusted EBITDA (,000) $81,616 $74,988 8.8% Adjusted EBITDA margin 14.6% 14.2% 2.8% (a) Specialty hospitals consist of long-term acute care hospitals and acute medical rehabilitation hospitals. Revenues and Adjusted EBITDA for 2003 have been restated to exclude discontinued operations. (b) Net revenue per patient day is calculated by dividing specialty hospital patient service revenue by the total number of patient days. (c) Adjusted EBITDA margin - same store hospitals represents the Adjusted EBITDA margin for those hospitals opened before January 1, 2003 and operated throughout both periods. (d) Net revenue per visit is calculated by dividing outpatient rehabilitation clinic revenue by the total number of visits. For purposes of this computation, outpatient rehabilitation clinic revenue does not include Select's Canadian subsidiary or contract services revenue. VI. Net Income to Adjusted EBITDA Reconciliation (in thousands) (unaudited) For the Three and Twelve Months Ended December 31, 2004 and 2003

The following table reconciles net income to Adjusted EBITDA for the Company. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization, income (loss) from discontinued operations, equity in earnings from joint ventures and minority interest. Select believes that the presentation of Adjusted EBITDA is important to investors because Adjusted EBITDA is commonly used as an analytical indicator of performance by investors within the healthcare industry. Adjusted EBITDA as presented on a segment basis is used by management to evaluate financial performance and determine resource allocation for each of our operating segments in accordance with SFAS No. 131. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles. 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, 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 generally accepted accounting principles and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.

Three Months Ended Twelve Months Ended December 31, December 31, 2004 2003 2004 2003 Net income $29,826 $22,773 $118,184 $74,471 Income from discontinued operations, net of tax 50 (233) (752) (251) Income tax expense 20,481 15,094 79,602 48,597 Minority interest 676 509 3,448 2,402 Interest expense, net 7,151 7,556 31,051 25,404 Equity in earnings from joint ventures -- (490) -- (824) Depreciation and amortization 10,444 11,217 39,977 34,654 Adjusted EBITDA $68,628 $56,426 $271,510 $184,453 Specialty hospitals $61,215 $51,080 $236,181 $145,650 Outpatient rehabilitation 17,189 15,232 81,616 74,988 Other (9,776) (9,886) (46,287) (36,185) Adjusted EBITDA $68,628 $56,426 $271,510 $184,453 The following tables reconcile specialty hospital same store information. Three Months Ended December 31, December 31, 2004 2003 Specialty hospitals net operating revenue $281,594 $253,102 Less: Specialty hospitals opened or acquired after 1/1/03 59,239 40,884 Closed specialty hospitals 395 2,062 Specialty hospitals same store net revenue $221,960 $210,156 Specialty hospitals Adjusted EBITDA $61,215 $51,080 Less: Specialty hospitals opened or acquired after 1/1/03 12,717 2,664 Closed specialty hospitals (1,336) 605 Specialty hospitals same store Adjusted EBITDA $49,834 $47,811 All specialty hospitals Adjusted EBITDA margin 21.7% 20.2% Specialty hospitals same store Adjusted EBITDA margin 22.5% 22.8% Twelve Months Ended December 31, December 31, 2004 2003 Specialty hospitals net operating revenue $1,089,538 $849,260 Less: Specialty hospitals opened or acquired after 1/1/03 216,356 56,319 Closed specialty hospitals 5,693 9,695 Specialty hospitals same store net revenue $867,489 $783,246 Specialty hospitals Adjusted EBITDA $236,181 $145,650 Less: Specialty hospitals opened or acquired after 1/1/03 48,896 2,869 Closed specialty hospitals (2,083) 28 Specialty hospitals same store Adjusted EBITDA $189,368 $142,753 All specialty hospitals Adjusted EBITDA margin 21.7% 17.2% Specialty hospitals same store Adjusted EBITDA margin 21.8% 18.2%