22:26:01 EST Thu 19 Feb 2026
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Select Medical Holdings Corporation Announces Results For Its Fourth Quarter and Year Ended December 31, 2025, Its 2026 Business Outlook, and Cash Dividend

2026-02-19 16:30 ET - News Release

Select Medical Holdings Corporation Announces Results For Its Fourth Quarter and Year Ended December 31, 2025, Its 2026 Business Outlook, and Cash Dividend

PR Newswire

MECHANICSBURG, Pa., Feb. 19, 2026 /PRNewswire/ -- Select Medical Holdings Corporation ("Select Medical," "we," "us," or "our") (NYSE: SEM) today announced results for its fourth quarter and year ended December 31, 2025, its 2026 business outlook, and the declaration of a cash dividend.

For the fourth quarter ended December 31, 2025, revenue increased 6.4% to $1,396.6 million, compared to $1,312.6 million for the same quarter, prior year. Income from continuing operations before other income and expense increased 203.1% to $63.9 million for the fourth quarter ended December 31, 2025, compared to $21.1 million for the same quarter, prior year. Income from continuing operations, net of tax, increased 461.0% to $37.7 million for the fourth quarter ended December 31, 2025, compared to loss from continuing operations, net of tax, of $10.5 million for the same quarter, prior year. In connection with the distribution of Concentra Group Holdings Parent ("Concentra") common stock to our stockholders, there was a one-time acceleration of $45.9 million of stock compensation expense, which reduced income (loss) from continuing operations for the quarter ended December 31, 2024. Additionally, during the quarter ended December 31, 2024, we recognized a loss on early retirement of debt of $17.9 million. Adjusted EBITDA was $104.7 million for the fourth quarter ended December 31, 2025, compared to $116.0 million for the same quarter, prior year. Earnings per common share from continuing operations increased 184.2% to $0.16 for the fourth quarter ended December 31, 2025, compared to diluted loss per common share from continuing operations of $0.19 for the same quarter, prior year. Adjusted earnings per common share from continuing operations, net of tax, was $0.16 for the fourth quarter ended December 31, 2025, compared to $0.18 for the same quarter, prior year. Prior year adjusted earnings per common share excludes the one-time acceleration of stock compensation expense, the loss on early retirement of debt, and certain transaction costs associated with the Concentra transaction. The definition of Adjusted EBITDA and a reconciliation of income from continuing operations, net of tax, to Adjusted EBITDA are presented in table IX of this release. A reconciliation of earnings per common share from continuing operations, net of tax, to adjusted earnings per common share from continuing operations, net of tax, is presented in table X of this release.

For the year ended December 31, 2025, revenue increased 5.1% to $5,452.8 million, compared to $5,187.1 million for the prior year. Income from continuing operations before other income and expense increased 25.3% to $336.2 million for the year ended December 31, 2025, compared to $268.3 million for the prior year. Income from continuing operations, net of tax, increased 65.0% to $214.5 million for the year ended December 31, 2025, compared to $130.0 million for the prior year. In connection with the distribution of Concentra, there was a one-time acceleration of $45.9 million of stock compensation expense, which reduced income from continuing operations for the year ended December 31, 2024. Additionally, during the year ended December 31, 2024, we recognized a loss on early retirement of debt of $28.8 million. Adjusted EBITDA was $493.2 million for the year ended December 31, 2025, compared to $510.4 million for the prior year. Earnings per common share from continuing operations, net of tax, increased 127.5% to $1.16 for the year ended December 31, 2025, compared to $0.51 for the prior year. Adjusted earnings per common share from continuing operations, net of tax, increased 23.4% to $1.16 for the year ended December 31, 2025, compared to $0.94 for the prior year. Prior year adjusted earnings per common share excludes the one-time acceleration of stock compensation expense and the loss on early retirement of debt. The definition of Adjusted EBITDA and a reconciliation of income from continuing operations, net of tax, to Adjusted EBITDA are presented in table IX of this release. A reconciliation of earnings per common share from continuing operations, net of tax, to adjusted earnings per common share from continuing operations, net of tax, is presented in table X of this release.

On November 25, 2024, we completed a tax-free distribution of 104,093,503 shares of common stock of Concentra to our stockholders. Following the completion of the distribution, we no longer own any shares of Concentra's common stock. The results of Concentra, and related transaction costs, have been reflected as discontinued operations in the prior period consolidated statements of operations.

On November 24, 2025, the Company received a non-binding indication of interest from Robert A. Ortenzio, our Executive Chairman, Co-Founder and Director, to acquire all of the Company's outstanding shares for cash consideration of $16.00 to $16.20 per share of our common stock (the "Proposal" and such transaction, the "Take Private Transaction"). Mr. Ortenzio publicly announced the Proposal on November 24, 2025 in a Schedule 13D filing with the SEC. On November 25, 2025, in connection with the Proposal, the disinterested members of the Board of Directors met and voted to form an independent special committee of the Board of Directors (the "Special Committee"). The Special Committee is carefully reviewing and evaluating the Proposal in consultation with their advisors and will determine the appropriate course of action in the best interests of the Company and its stockholders. In connection therewith, the Special Committee is evaluating other potential strategic alternatives to maximize stockholder value.

Company Overview

Select Medical is one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States based on number of facilities. Select Medical's reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. As of December 31, 2025, Select Medical operated 104 critical illness recovery hospitals in 28 states, 38 rehabilitation hospitals in 15 states, and 1,917 outpatient rehabilitation clinics in 39 states and the District of Columbia. At December 31, 2025, Select Medical had operations in 39 states and the District of Columbia. Information about Select Medical is available at www.selectmedical.com.

Critical Illness Recovery Hospital Segment

For the fourth quarter ended December 31, 2025, revenue for the critical illness recovery hospital segment increased 4.9% to $629.7 million, compared to $600.4 million for the same quarter, prior year. Adjusted EBITDA for the critical illness recovery hospital segment increased 5.3% to $66.4 million for the fourth quarter ended December 31, 2025, compared to $63.1 million for the same quarter, prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 10.5% both the fourth quarters ended December 31, 2025 and 2024. Certain critical illness recovery hospital key statistics are presented in table VII of this release for the fourth quarters ended December 31, 2025 and 2024.

For the year ended December 31, 2025, revenue for the critical illness recovery hospital segment increased 1.4% to $2,477.8 million, compared to $2,444.2 million for the prior year. Adjusted EBITDA for the critical illness recovery hospital segment was $265.4 million for the year ended December 31, 2025, compared to $301.6 million for the prior year. The Adjusted EBITDA margin for the critical illness recovery hospital segment was 10.7% for the year ended December 31, 2025, compared to 12.3% for the prior year. Certain critical illness recovery hospital key statistics are presented in table VIII of this release for the years ended December 31, 2025 and 2024.

Rehabilitation Hospital Segment

For the fourth quarter ended December 31, 2025, revenue for the rehabilitation hospital segment increased 15.2% to $339.2 million, compared to $294.4 million for the same quarter, prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 11.1% to $69.2 million for the fourth quarter ended December 31, 2025, compared to $62.3 million for the same quarter, prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 20.4% for the fourth quarter ended December 31, 2025, compared to 21.2% for the same quarter, prior year. Certain rehabilitation hospital key statistics are presented in table VII of this release for both the fourth quarters ended December 31, 2025 and 2024.

For the year ended December 31, 2025, revenue for the rehabilitation hospital segment increased 16.1% to $1,289.0 million, compared to $1,110.6 million for the prior year. Adjusted EBITDA for the rehabilitation hospital segment increased 13.4% to $278.6 million for the year ended December 31, 2025, compared to $245.7 million for the prior year. The Adjusted EBITDA margin for the rehabilitation hospital segment was 21.6% for the year ended December 31, 2025, compared to 22.1% for the prior year. Certain rehabilitation hospital key statistics are presented in table VIII of this release for the years ended December 31, 2025 and 2024.

Outpatient Rehabilitation Segment

For the fourth quarter ended December 31, 2025, revenue for the outpatient rehabilitation segment increased 1.6% to $324.6 million, compared to $319.6 million for the same quarter, prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $11.2 million for the fourth quarter ended December 31, 2025, compared to $26.6 million for the same quarter, prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 3.4% for the fourth quarter ended December 31, 2025, compared to 8.3% for the same quarter, prior year. Certain outpatient rehabilitation key statistics are presented in table VII of this release for the fourth quarters ended December 31, 2025 and 2024.

For the year ended December 31, 2025, revenue for the outpatient rehabilitation segment increased 2.8% to $1,284.9 million, compared to $1,250.3 million for the prior year. Adjusted EBITDA for the outpatient rehabilitation segment was $90.2 million for the year ended December 31, 2025, compared to $108.6 million for the prior year. The Adjusted EBITDA margin for the outpatient rehabilitation segment was 7.0% for the year ended December 31, 2025, compared to 8.7% for the prior year. Certain outpatient rehabilitation key statistics are presented in table VIII of this release for the years ended December 31, 2025 and 2024.

Dividend

On February 12, 2026, Select Medical's Board of Directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about March 12, 2026 to stockholders of record as of the close of business on March 2, 2026.

There is no assurance that future dividends will be declared. The declaration and payment of dividends in the future are at the discretion of Select Medical's Board of Directors after taking into account various factors, including, but not limited to, Select Medical's financial condition, operating results, available cash and current and anticipated cash needs, the terms of Select Medical's indebtedness, and other factors Select Medical's Board of Directors may deem to be relevant.

Stock Repurchase Program

The Board of Directors of Select Medical has authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. The common stock repurchase program will remain in effect until December 31, 2027, unless further extended or earlier terminated by the Board of Directors. Stock repurchases under this program may be made in the open market or through privately negotiated transactions, and at times and in such amounts as Select Medical deems appropriate. Select Medical funds this program with cash on hand and borrowings under its revolving credit facility.

During the year ended December 31, 2025, Select Medical repurchased 6,375,512 shares at a cost of approximately $96.5 million, or $15.13 per share, which includes transaction costs. From the inception of the common stock repurchase program through December 31, 2025, Select Medical has repurchased 54,610,335 shares at a cost of approximately $696.8 million, or $12.76 per share, which includes transaction costs. On August 16, 2022, Congress passed the Inflation Reduction Act of 2022, which enacted a 1% excise tax on stock repurchases that exceed $1.0 million, effective January 1, 2023. For the year ended December 31, 2025, $0.8 million has been accrued for the 1% excise tax as a cost of the stock repurchase.

Business Outlook

Select Medical is issuing its business outlook for 2026. Select Medical expects revenue to be in the range of $5.6 billion to $5.8 billion, Adjusted EBITDA to be in the range of $520.0 million to $540.0 million, and fully diluted earnings per share to be in the range of $1.22 to $1.32. A reconciliation of full year 2026 Adjusted EBITDA expectations to income from continuing operations, net of tax, is presented in table XI of this release.

Conference Call

Select Medical will host a conference call regarding its results for the fourth quarter and full year ended December 31, 2025, and its business outlook on Friday, February 20, 2026, at 9:00am ET. The conference call will be a live webcast and can be accessed at Select Medical Holdings Corporation's website at www.selectmedicalholdings.com. A replay of the webcast will be available shortly after the call through the same link.

For listeners wishing to dial-in via telephone, or participate in the question and answer session, you may pre-register for the call at Select Medical Earnings Call Registration to obtain your dial-in number and unique passcode.

* * * * *

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), including statements related to Select Medical's 2026 long-term business outlook. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements due to factors including the following:

  • changes in government reimbursement for our services and/or new payment policies may result in a reduction in revenue, an increase in costs, and a reduction in profitability;
  • adverse economic conditions including an inflationary environment, and changes to United States tariff and import/export regulations, could cause us to continue to experience increases in the prices of labor and other costs of doing business resulting in a negative impact on our business, operating results, cash flows, and financial condition;
  • shortages in qualified nurses, therapists, physicians, or other licensed providers, and/or the inability to attract or retain qualified healthcare professionals could limit our ability to staff our facilities;
  • shortages in qualified health professionals could cause us to increase our dependence on contract labor, increase our efforts to recruit and train new employees, and expand upon our initiatives to retain existing staff, which could increase our operating costs significantly;
  • the negative impact of public threats such as a global pandemic or widespread outbreak of an infectious disease similar to the COVID-19 pandemic;
  • the failure of our Medicare-certified long term care hospitals or inpatient rehabilitation facilities to maintain their Medicare certifications may cause our revenue 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 revenue 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 revenue and profitability;
  • the failure to maintain established relationships with the physicians in the areas we serve could reduce our revenue and profitability;
  • the impact of the non-binding indication of interest from our Executive Chairman, Co-Founder and Director, and the Board of Directors' evaluation of the proposal on our business and results of operations;
  • competition may limit our ability to grow and result in a decrease in our revenue 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 Securities and Exchange Commission (the "SEC"), including factors discussed under the heading "Risk Factors" of the annual report on Form 10-K for the year ended December 31, 2025.

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.

Investor inquiries:
Robert S. Kido
Senior Vice President and Treasurer
717-972-1100
ir@selectmedical.com


 
          I.  Condensed Consolidated Statements of Operations


 
          For the Three Months Ended December 31, 2024 and 2025


 
          (In thousands, except per share amounts, unaudited)




                                                                                2024       2025 % Change



 Revenue                                                                 $1,312,564 $1,396,634    6.4 %



 Costs and expenses:



 Cost of services, exclusive of depreciation and amortization             1,175,099  1,250,800      6.4



 General and administrative                                                  80,197     45,693   (43.0)



 Depreciation and amortization                                               36,283     36,205    (0.2)



 Total costs and expenses                                                 1,291,579  1,332,698      3.2



 Other operating income                                                         106                N/M



 Income from continuing operations before other income and expense           21,091     63,936    203.1



 Other income and expense:



 Loss on early retirement of debt                                          (17,906)               N/M



 Equity in earnings of unconsolidated subsidiaries                           10,423     15,399     47.7



 Interest expense                                                          (28,551)  (28,871)     1.1



 Income (loss) from continuing operations before income taxes              (14,943)    50,464    437.7



 Income tax expense (benefit) from continuing operations                    (4,487)    12,722    383.5



 Income (loss) from continuing operations, net of tax                      (10,456)    37,742    461.0



 Discontinued operations:



 Income from discontinued business                                           24,669                N/M



 Income tax expense from discontinued business                               10,457                N/M



 Income from discontinued operations, net of tax                             14,212                N/M



 Net income                                                                   3,756     37,742    904.8



 Less: Net income attributable to non-controlling interests                  19,806     17,568   (11.3)



 Net income (loss) attributable to Select Medical                         $(16,050)   $20,174    225.7



 Net income (loss) attributable to Select Medical's common stockholders:



 Income (loss) from continuing operations, net of tax                     $(23,664)   $20,174



 Income from discontinued operations, net of tax                              7,614



 Net income (loss) attributable to Select Medical's common stockholders   $(16,050)   $20,174



 Basic earnings (loss) per common share:



 Continuing operations                                                      $(0.18)     $0.16



 Discontinued operations                                                       0.06



 Total basic earnings (loss) per common share(1)                            $(0.12)     $0.16



 Diluted earnings (loss) per common share:



 Continuing operations                                                      $(0.19)     $0.16



 Discontinued operations                                                       0.06



 Total diluted earnings (loss) per common share(1)                          $(0.13)     $0.16




 (1)   Refer to table III for calculation of earnings per
          common share.


  N/M 
  Not meaningful.


 
            II.  Condensed Consolidated Statements of Operations


 
            For the Years Ended December 31, 2024 and 2025


 
            (In thousands, except per share amounts, unaudited)




                                                                          2024       2025 % Change



 Revenue                                                           $5,187,105 $5,452,830    5.1 %



 Costs and expenses:



 Cost of services, exclusive of depreciation and amortization       4,553,461  4,823,535      5.9



 General and administrative                                           225,869    154,414   (31.6)



 Depreciation and amortization                                        142,866    140,303    (1.8)



 Total costs and expenses                                           4,922,196  5,118,252      4.0



 Other operating income                                                 3,406      1,592   (53.3)



 Income from continuing operations before other income and expense    268,315    336,170     25.3



 Other income and expense:



 Loss on early retirement of debt                                    (28,845)               N/M



 Equity in earnings of unconsolidated subsidiaries                     63,904     54,521   (14.7)



 Interest expense                                                   (128,605) (117,942)   (8.3)



 Income from continuing operations before income taxes                174,769    272,749     56.1



 Income tax expense from continuing operations                         44,782     58,216     30.0



 Income from continuing operations, net of tax                        129,987    214,533     65.0



 Discontinued operations:



 Income from discontinued business                                    223,414                N/M



 Income tax expense from discontinued business                         56,697                N/M



 Income from discontinued operations, net of tax                      166,717                N/M



 Net income                                                           296,704    214,533   (27.7)



 Less: Net income attributable to non-controlling interests            82,666     68,314   (17.4)



 Net income attributable to Select Medical                           $214,038   $146,219 (31.7) %



 Net income attributable to Select Medical's common stockholders:



 Income from continuing operations, net of tax                        $65,473   $146,219



 Income from discontinued operations, net of tax                      148,565



 Net income attributable to Select Medical's common stockholders:    $214,038   $146,219



 Earnings per common share:



 Continuing operations - basic and diluted                              $0.51      $1.16



 Discontinued operations - basic and diluted                             1.15



  Total earnings per common share - basic and diluted:(1)               $1.66      $1.16




 (1)   Refer to table III for calculation of earnings per
          common share.


  N/M 
  Not meaningful.


 
 III.  Earnings per Share



 
 For the Three Months and Years Ended December 31, 2024 and 2025



 
 (In thousands, except per share amounts, unaudited)

Select Medical's capital structure includes common stock and unvested restricted stock awards. To compute earnings per share ("EPS"), Select Medical applies the two-class method because its unvested restricted stock awards are participating securities which are entitled to participate equally with its common stock in undistributed earnings. Select Medical applies the treasury stock method when computing diluted EPS.

The following table sets forth the income from continuing operations, net of tax, attributable to Select Medical's common stockholders, its common shares outstanding, and its participating securities outstanding for the three months and years ended December 31, 2024 and 2025:

                                                                                      
          
           Basic EPS


                                                                                          Three Months Ended                       Years Ended
                                                                             December 31,
                                                                                                                           December 31,


                                                                           2024                  2025                 2024          2025



          Income (loss) from continuing operations, net of tax       $(10,456)              $37,742             $129,987      $214,533



          Less: Net income attributable to non-controlling interests    13,208                17,568               64,514        68,314



          Income (loss) from continuing operations, net of tax,       (23,664)               20,174               65,473       146,219
attributable to Select Medical's common stockholders



          Less: distributed and undistributed net income (loss)          (597)                  542                2,319         3,354
attributable to participating securities(1)



          Income (loss) from continuing operations, net of tax,      $(23,067)              $19,632              $63,154      $142,865
attributable to common shares

The following tables set forth the computation of EPS for the three months and years ended December 31, 2024 and 2025:

                                                                    
 
    Three Months Ended December 31,


                                                                                                                                                   2024


                                        Loss from             Basic     Basic EPS                                    Loss from            Diluted       Diluted EPS
                             Continuing           Shares(1)                                               Continuing            Shares(1)
                            Operations,                                                                  Operations,
                            Net of Tax,                                                                  Net of Tax,
                           Allocation -                                                                 Allocation -
                               Basic                                                                       Diluted



 Common shares                         $(23,067)           125,923        $(0.18)                                    $(23,664)            127,535            $(0.19)


  Participating securities                  (597)             3,261        $(0.18)



 Total                                 $(23,664)

                                                      Three Months Ended December 31,


                                                                                                  2025


                                          Income from             Shares(1)               Basic and Diluted
                               Continuing                                             EPS
                           Operations, Net of
                             Tax, Allocation



 Common shares                               $19,632                120,634                            $0.16


  Participating securities                        542                  3,331                            $0.16



 Total                                       $20,174

                                                              
      
           Year Ended December 31,


                                                                            2024                                                                           2025


                                       Income from Shares(1)                Basic and                                Income from    Shares(1)                  Basic and
                            Continuing                          Diluted EPS                               Continuing                              Diluted EPS
                           Operations,                                                                   Operations,
                           Net of Tax,                                                                   Net of Tax,
                            Allocation                                                                    Allocation



 Common shares                            $63,154    124,614                     $0.51                                    $142,865       122,647                       $1.16


  Participating securities                   2,319      4,576                     $0.51                                       3,354         2,879                       $1.16



 Total                                    $65,473                                                                       $146,219




 (1) Represents the weighted average share count outstanding
        during the period.


 
            IV.  Condensed Consolidated Balance Sheets


 
            (In thousands, unaudited)




                                                                      
        
   December 31,


                                                                              2024              2025


                               
          
            Assets



 Current Assets:



 Cash and cash equivalents                                                $59,694           $26,523



 Accounts receivable                                                      821,385           864,207



 Other current assets                                                     138,698           134,551



 Total Current Assets                                                   1,019,777         1,025,281



 Operating lease right-of-use assets                                      908,095           957,904



 Property and equipment, net                                              872,185           992,314



 Goodwill                                                               2,331,898         2,360,902



 Identifiable intangible assets, net                                      103,183           100,800



 Other assets                                                             372,813           414,388



 
            Total Assets                                             $5,607,951        $5,851,589


                       
          
            Liabilities and Equity



 Current Liabilities:



 Payables and accruals                                                   $777,781          $771,872



 Current operating lease liabilities                                      179,601           188,405



 Current portion of long-term debt and notes payable                       20,269            24,217



 Total Current Liabilities                                                977,651           984,494



 Non-current operating lease liabilities                                  787,124           835,362



 Long-term debt, net of current portion                                 1,691,546         1,803,979



 Non-current deferred tax liability                                        81,497           112,157



 Other non-current liabilities                                             73,038            79,858



 Total Liabilities                                                      3,610,856         3,815,850



 Redeemable non-controlling interests                                      10,167            18,808



 Total Equity                                                           1,986,928         2,016,931



 
            Total Liabilities and Equity                             $5,607,951        $5,851,589


 
            V.  Condensed Consolidated Statements of Cash Flows


 
            For the Three Months Ended December 31, 2024 and 2025


 
            (In thousands, unaudited)




                                                                                               2024       2025



 
            Operating activities



 Net income                                                                                 $3,756    $37,742



 Adjustments to reconcile net income to net cash provided by operating activities:



 Distributions from unconsolidated subsidiaries                                              8,742     10,155



 Depreciation and amortization                                                              45,743     36,205



 Provision for expected credit losses                                                        2,620        301



 Equity in earnings of unconsolidated subsidiaries                                        (10,423)  (15,399)



 Loss on extinguishment of debt                                                              8,099



 Loss on sale of assets and businesses                                                          48         55



 Stock compensation expense                                                                 61,271      4,523



 Amortization of debt discount, premium and issuance costs                                     684        783



 Deferred income taxes                                                                       2,507     20,105



 Changes in operating assets and liabilities, net of effects of business combinations:



  Accounts receivable                                                                       20,916   (38,698)



  Other current assets                                                                      10,216      7,911



  Other assets                                                                             (1,009)  (13,864)



  Accounts payable and accrued expenses                                                   (27,738)    14,506



 Net cash provided by operating activities                                                 125,432     64,325



 
            Investing activities



 Business combinations, net of cash acquired                                              (10,786)   (7,596)



 Purchases of property and equipment                                                      (63,429)  (59,100)



 Investment in businesses                                                                            (1,455)



 Proceeds from sales and exchanges of assets and sale of business                               22      1,259



 Net cash used in investing activities                                                    (74,193)  (66,892)



 
            Financing activities



 Borrowings on revolving facilities                                                        290,000    320,000



 Payments on revolving facilities                                                        (195,000) (370,000)



 Proceeds from term loans, net of issuance costs                                         1,043,355



 Payments on term loans                                                                  (372,982)   (2,625)



 Payment on senior notes, including call premium                                       (1,237,764)



 Proceeds from senior notes, net of issuance costs                                         539,261



 Borrowings of other debt                                                                    4,086     59,696



 Principal payments on other debt                                                         (29,498)   (8,363)



 Dividends paid to common stockholders                                                    (16,124)   (7,751)



 Repurchase of common stock                                                               (19,981)     (542)



 Increase in overdrafts                                                                     11,630     16,751



 Proceeds from issuance of non-controlling interests                                         6,300      2,940



 Distributions to and purchases of non-controlling interests                              (24,201)  (41,070)



 Cash transferred to Concentra at separation                                             (182,095)



 Net cash used in financing activities                                                   (183,013)  (30,964)



 Net decrease in cash and cash equivalents                                               (131,774)  (33,531)



 Cash and cash equivalents at beginning of period                                          191,468     60,054



 Cash and cash equivalents at end of period                                                $59,694    $26,523



 
            Supplemental information:



 Cash paid for interest                                                                    $39,472    $36,622



 Cash paid for taxes                                                                        30,491      3,904


          
            VI.  Condensed Consolidated Statements of Cash Flows


          
            For the Years Ended December 31, 2024 and 2025


          
            (In thousands, unaudited)




                                                                                                        2024         2025



          
            Operating activities



          Net income                                                                               $296,704     $214,533



          Adjustments to reconcile net income to net cash provided by operating activities:



          Distributions from unconsolidated subsidiaries                                             39,178       52,970



          Depreciation and amortization                                                             203,894      140,303



          Provision for expected credit losses                                                        4,279        2,362



          Equity in earnings of unconsolidated subsidiaries                                        (60,228)    (54,521)



          Loss on extinguishment of debt                                                             19,038



          (Gain) loss on sale of assets and businesses                                              (1,063)           8



          Stock compensation expense                                                                100,670       16,702



          Amortization of debt discount, premium and issuance costs                                   2,963        3,136



          Deferred income taxes                                                                    (32,434)      30,652



          Changes in operating assets and liabilities, net of effects of business combinations:



           Accounts receivable                                                                     (95,845)    (45,185)



           Other current assets                                                                      18,072          413



           Other assets                                                                              12,933      (8,808)



           Accounts payable and accrued expenses                                                      9,703      (6,098)



          Net cash provided by operating activities                                                 517,864      346,467



          
            Investing activities



          Business combinations, net of cash acquired                                              (13,097)     (9,197)



          Purchases of property and equipment                                                     (222,177)   (229,225)



          Investment in businesses                                                                              (1,455)



          Proceeds from sales and exchanges of assets and sale of business                            4,263       23,391



          Net cash used in investing activities                                                   (231,011)   (216,486)



          
            Financing activities



          Borrowings on revolving facilities                                                      1,240,000    1,290,000



          Payments on revolving facilities                                                      (1,415,000) (1,295,000)



          Proceeds from term loans, net of issuance costs                                         1,880,052



          Payments on term loans                                                                (2,092,485)    (10,500)



          Payment on senior notes, including call premium                                       (1,237,764)



          Proceeds from senior notes, net of issuance costs                                       1,176,598



          Borrowings of other debt                                                                   24,892      101,218



          Principal payments on other debt                                                         (65,280)    (34,328)



          Dividends paid to common stockholders                                                    (64,617)    (31,435)



          Repurchase of common stock                                                               (37,905)   (100,077)



          Decrease in overdrafts                                                                    (4,471)     (9,052)



          Proceeds from issuance of non-controlling interests                                        15,713       15,904



          Distributions to and purchases of non-controlling interests                              (60,001)    (89,882)



          Proceeds from Concentra initial public offering                                           511,198



          Cash transferred to Concentra at separation                                             (182,095)



          Net cash used in financing activities                                                   (311,165)   (163,152)



          Net decrease in cash and cash equivalents                                                (24,312)    (33,171)



          Cash and cash equivalents at beginning of period                                           84,006       59,694



          Cash and cash equivalents at end of period                                                $59,694      $26,523



          
            Supplemental information:



          Cash paid for interest, excluding amounts received of $68,069 under the                  $256,229     $120,624
interest rate cap contract in 2024



          Cash paid for taxes                                                                       133,187       26,022


          
            VII.  Key Statistics
For the Three Months Ended December 31, 2024 and 2025


          
            (unaudited)




                                                                2024      2025 % Change



          
            Critical Illness Recovery Hospital



          Number of hospitals operated - end of period(a)       104       104



          Revenue (,000)                                   $600,445  $629,716    4.9 %



          Number of patient days(b)(c)                      274,134   271,417  (1.0) %



          Number of admissions(b)(d)                          8,691     8,950    3.0 %



          Revenue per patient day(b)(e)                      $2,183    $2,312    5.9 %



          Occupancy rate(b)(f)                                 67 %     67 %   0.0 %



          Adjusted EBITDA (,000)                            $63,098   $66,413    5.3 %



          Adjusted EBITDA margin                             10.5 %   10.5 %



          
            Rehabilitation Hospital



          Number of hospitals operated - end of period(a)        35        38



          Revenue (,000)                                   $294,352  $339,184   15.2 %



          Number of patient days(b)(c)                      119,870   131,591    9.8 %



          Number of admissions(b)(d)                          8,626     9,452    9.6 %



          Revenue per patient day(b)(e)                      $2,177    $2,311    6.2 %



          Occupancy rate(b)(f)                                 81 %     82 %   1.2 %



          Adjusted EBITDA (,000)                            $62,277   $69,195   11.1 %



          Adjusted EBITDA margin                             21.2 %   20.4 %



          
            Outpatient Rehabilitation



          Number of clinics operated - end of period(a)       1,914     1,917



          Working days(g)                                        64        64



          Revenue (,000)                                   $319,598  $324,564    1.6 %



          Number of visits(b)(h)                          2,811,704 2,948,604    4.9 %



          Revenue per visit(b)(i)                              $102       $98  (3.9) %



          Adjusted EBITDA (,000)                            $26,561   $11,179 (57.9) %



          Adjusted EBITDA margin                              8.3 %    3.4 %



 (a) 
 Includes managed locations.


 (b) 
 Excludes managed locations.


 (c) 
 Each patient day represents one patient occupying one bed for one day during the periods presented.


 (d) 
 Represents the number of patients admitted to Select Medical's hospitals during the periods presented.


 (e)   Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient
        service revenues, excluding revenues from certain other ancillary and outpatient services provided at Select Medical's hospitals, by
        the total number of patient days.


 (f)   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.


 (g) 
 Represents the number of days in which normal business operations were conducted during the periods presented.


 (h)   Represents the number of visits in which patients were treated at Select Medical's outpatient rehabilitation clinics during the periods
        presented.


 (i)   Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service
        revenue, excluding revenues from certain other ancillary services, by the total number of visits.


          
            VIII.  Key Statistics
For the Years Ended December 31, 2024 and 2025


          
            (unaudited)




                                                                 2024       2025  % Change



          
            Critical Illness Recovery Hospital



          Number of hospitals operated - end of period(a)        104        104



          Revenue (,000)                                  $2,444,196 $2,477,814     1.4 %



          Number of patient days(b)(c)                     1,118,757  1,107,387   (1.0) %



          Number of admissions(b)(d)                          35,784     36,126     1.0 %



          Revenue per patient day(b)(e)                       $2,177     $2,230     2.4 %



          Occupancy rate(b)(f)                                  68 %      69 %    1.5 %



          Adjusted EBITDA (,000)                            $301,634   $265,447  (12.0) %



          Adjusted EBITDA margin                              12.3 %    10.7 %



          
            Rehabilitation Hospital



          Number of hospitals operated - end of period(a)         35         38



          Revenue (,000)                                  $1,110,592 $1,288,954    16.1 %



          Number of patient days(b)(c)                       470,594    510,127     8.4 %



          Number of admissions(b)(d)                          33,665     36,787     9.3 %



          Revenue per patient day(b)(e)                       $2,134     $2,260     5.9 %



          Occupancy rate(b)(f)                                  84 %      82 %  (2.4) %



          Adjusted EBITDA (,000)                            $245,748   $278,622    13.4 %



          Adjusted EBITDA margin                              22.1 %    21.6 %



          
            Outpatient Rehabilitation



          Number of clinics operated - end of period(a)        1,914      1,917



          Working days(g)                                        256        255



          Revenue (,000)                                  $1,250,294 $1,284,873     2.8 %



          Number of visits(b)(h)                          11,147,920 11,517,388     3.3 %



          Revenue per visit(b)(i)                               $101       $100   (1.0) %



          Adjusted EBITDA (,000)                            $108,577    $90,163  (17.0) %



          Adjusted EBITDA margin                               8.7 %     7.0 %



 (a) 
 Includes managed locations.


 (b) 
 Excludes managed locations.


 (c) 
 Each patient day represents one patient occupying one bed for one day during the periods presented.


 (d) 
 Represents the number of patients admitted to Select Medical's hospitals during the periods presented.


 (e)   Represents the average amount of revenue recognized for each patient day. Revenue per patient day is calculated by dividing patient
        service revenues, excluding revenues from certain other ancillary and outpatient services provided at Select Medical's hospitals, by
        the total number of patient days.


 (f)   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.


 (g) 
 Represents the number of days in which normal business operations were conducted during the periods presented.


 (h)   Represents the number of visits in which patients were treated at Select Medical's outpatient rehabilitation clinics during the periods
        presented.


 (i)   Represents the average amount of revenue recognized for each patient visit. Revenue per visit is calculated by dividing patient service
        revenue, excluding revenues from certain other ancillary services, by the total number of visits.


 
 IX.  Income from Continuing Operations, Net of Tax, to Adjusted EBITDA Reconciliation



 
 For the Three Months and Years Ended December 31, 2024 and 2025



 
 (In thousands, unaudited)

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 is used by management to evaluate financial performance and determine resource allocation for each of Select Medical's segments. Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States of America ("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, income from continuing operations, income from continuing operations before other income and expense, 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.

The following table reconciles income from continuing operations, net of tax, to Adjusted EBITDA for Select Medical. Adjusted EBITDA is used by Select Medical to report its segment performance. Adjusted EBITDA is defined as earnings from continuing operations excluding interest, income taxes, depreciation and amortization, gain (loss) on early retirement of debt, stock compensation expense, transaction costs associated with the Concentra separation, gain (loss) on sale of businesses, and equity in earnings (losses) of unconsolidated subsidiaries.

                                                                              Three Months Ended                     Years Ended

                                                                              December 31,                     December 31,


                                                                         2024        2025               2024         2025



 Income (loss) from continuing operations, net of tax              $(10,456)    $37,742           $129,987     $214,533



 Income tax expense (benefit)                                        (4,487)     12,722             44,782       58,216



 Interest expense                                                     28,551      28,871            128,605      117,942



 Equity in earnings of unconsolidated subsidiaries                  (10,423)   (15,399)          (63,904)    (54,521)



 Loss on early retirement of debt                                     17,906                        28,845



 Income from continuing operations before other income and expense   $21,091     $63,936           $268,315     $336,170



 Stock compensation expense:



 Included in general and administrative                               47,414       3,571             79,931       13,285



 Included in cost of services                                         12,902         952             19,283        3,417



 Depreciation and amortization                                        36,283      36,205            142,866      140,303



 Concentra separation transaction costs(b)                           (1,698)



 Adjusted EBITDA                                                    $115,992    $104,664           $510,395     $493,175





 Critical illness recovery hospital                                  $63,098     $66,413           $301,634     $265,447



 Rehabilitation hospital                                              62,277      69,195            245,748      278,622



 Outpatient rehabilitation                                            26,561      11,179            108,577       90,163



 Other(a)                                                           (35,944)   (42,123)         (145,564)   (141,057)



 Adjusted EBITDA                                                    $115,992    $104,664           $510,395     $493,175



 (a) 
 Other primarily includes general and administrative costs and other operating income, as discussed further above.


 (b)   During the three months ended December 31, 2024, transaction costs of $1.7 million recognized in previous periods were reclassified from
        income from continuing operations to income from discontinued operations. Total Concentra separation transaction costs of $16.3 million
        were recognized during the year ended December 31, 2024 and included in income from discontinued business.


 
 X.  Reconciliation of Earnings per Common Share from Continuing Operations, Net of Tax, to Adjusted Earnings per Common Share from Continuing Operations, Net of Tax



 
 For the Years Ended December 31, 2024 and 2025



 
 (In thousands, except per share amounts, unaudited)

Adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are not measures of financial performance under GAAP. Items excluded from adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are significant components in understanding and assessing financial performance. Select Medical believes that the presentation of adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations are important to investors because they are reflective of the financial performance of Select Medical's ongoing operations and provide better comparability of its results of operations between periods. Adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations should not be considered in isolation or as alternatives to, or substitutes for, income from continuing operations, net of tax, 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 income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations as presented may not be comparable to other similarly titled measures of other companies.

The following tables reconcile income from continuing operations, net of tax, attributable to common shares and earnings per common share from continuing operations on a fully diluted basis to adjusted income from continuing operations, net of tax, attributable to common shares and adjusted earnings per common share from continuing operations on a fully diluted basis.

                                                                           
   
        Three Months Ended December 31,


                                                                      2024         Per Share(a)                 2025    Per Share(a)



          Income (loss) from continuing operations, net of tax, $(23,664)             $(0.19)              $19,632            0.16
attributable to common shares(a)



          Adjustments:(b)



          Loss on early retirement of debt, net of tax             12,885                 0.10



          Concentra separation transaction costs, net of tax      (1,241)              (0.01)



          Stock compensation expense due to accelerated            34,645                 0.28
vesting, net of tax



          Adjusted income from continuing operations, net of      $22,625                $0.18               $19,632           $0.16
tax, attributable to common shares




                                                                             
   
          Years Ended December 31,


                                                                      2024         Per Share(a)                 2025    Per Share(a)



          Income from continuing operations, net of tax,          $63,154                $0.51              $142,865           $1.16
attributable to common shares(a)



          Adjustments:(b)



          Loss on early retirement of debt, net of tax             20,311                 0.16



          Stock compensation expense due to accelerated            33,846                 0.27
vesting, net of tax



          Adjusted income from continuing operations, net of     $117,311                $0.94              $142,865           $1.16
tax, attributable to common shares



 (a) Income from continuing operations, net of tax, attributable to common shares and earnings per common share from continuing operations
      are calculated based on the diluted weighted average common shares outstanding, as presented in table III.


 (b) Adjustments to income from continuing operations, net of tax, attributable to common shares include estimated income tax and non-
      controlling interest impacts and are calculated based on the diluted weighted average common shares outstanding. The estimated income
      tax impact, which is determined using tax rates based on the nature of the adjustment and the jurisdiction in which the adjustment
      occurred, includes both current and deferred income tax expense or benefit.


 
 XI.  Income from Continuing Operations, Net of Tax, to Adjusted EBITDA Reconciliation



 
 Business Outlook for the Year Ending December 31, 2026



 
 (In millions, unaudited)

The following is a reconciliation of full year 2026 Adjusted EBITDA expectations as computed at the low and high points of the range to the closest comparable GAAP financial measure. Refer to table IX for the definition of Adjusted EBITDA and a discussion of Select Medical's use of Adjusted EBITDA in evaluating financial performance. Each item presented in the below table is an estimation of full year 2026 expectations.

                                                                                
     
 Range



 
            Non-GAAP Measure Reconciliation                                     Low        High



 Income from continuing operations, net of tax, attributable to Select Medical   $152         $164



 Net income attributable to non-controlling interests                              76           80



 Income from continuing operations, net of tax                                    228          244



 Income tax expense                                                                64           69



 Interest expense                                                                 118          118



 Equity in earnings of unconsolidated subsidiaries                               (57)        (58)



 Income from continuing operations before other income and expense                353          373



 Stock compensation expense                                                        21           21



 Depreciation and amortization                                                    146          146



 Adjusted EBITDA                                                                 $520         $540

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SOURCE Select Medical Holdings Corporation

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