STOCK TITAN

[10-Q] SELECT MEDICAL HOLDINGS CORP Quarterly Earnings Report

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10-Q
Rhea-AI Filing Summary

Select Medical Holdings (SEM) reported Q3 results with revenue of $1,363,445 thousand, up from $1,271,582 thousand a year ago. Income from continuing operations, net of tax, was $44,180 thousand versus $41,276 thousand, and EPS from continuing operations was $0.23 versus $0.19. Adjusted EBITDA reached $111,655 thousand compared with $103,898 thousand.

By segment, revenue was $609,929 thousand in Critical Illness Recovery Hospitals, $328,607 thousand in Rehabilitation Hospitals, and $325,383 thousand in Outpatient Rehabilitation. For the nine months ended September 30, 2025, revenue was $4,056,196 thousand and income from continuing operations, net of tax, was $176,791 thousand, with EPS from continuing operations of $1.00. Operating cash flow for the period was $282,142 thousand, and capital expenditures were $170,125 thousand. Total debt had a carrying value of $1,772,149 thousand. As of September 30, 2025, SEM had 123,817,591 shares outstanding.

Select Medical Holdings (SEM) ha riportato i risultati del trimestre Q3 con ricavi di $1.363.445 mila, in aumento rispetto a $1.271.582 mila dell'anno precedente. L'utile dalle attività operative continue, al netto delle imposte, è stato di $44.180 mila contro $41.276 mila, e l'EPS dalle attività operative continue è stato di $0.23 contro $0.19. L'EBITDA rettificato ha raggiunto $111.655 mila rispetto a $103.898 mila.

Per segmento, i ricavi sono stati di $609.929 mila in Critical Illness Recovery Hospitals, $328.607 mila in Rehabilitation Hospitals e $325.383 mila in Outpatient Rehabilitation. Nei nove mesi chiusi al 30 settembre 2025, i ricavi sono stati $4.056.196 mila e l'utile dalle attività operative continue, al netto delle imposte, è stato di $176.791 mila, con un EPS dalle attività operative continue di $1.00. Il flusso di cassa operativo nel periodo è stato di $282.142 mila e i capex ammontano a $170.125 mila. Il debito totale aveva un valore contabile di $1.772.149 mila. Al 30 settembre 2025, SEM aveva 123.817.591 azioni in circolazione.

Select Medical Holdings (SEM) presentó los resultados del trimestre Q3 con ingresos de $1.363.445 mil, frente a $1.271.582 mil hace un año. El ingreso de operaciones continuas, neto de impuestos, fue de $44.180 mil frente a $41.276 mil, y el EBITDA por acciones de las operaciones continuas fue de $0.23 frente a $0.19. El EBITDA ajustado alcanzó $111.655 mil frente a $103.898 mil.

Por segmento, los ingresos fueron de $609.929 mil en Critical Illness Recovery Hospitals, $328.607 mil en Rehabilitation Hospitals y $325.383 mil en Outpatient Rehabilitation. Para los nueve meses terminaron el 30 de septiembre de 2025, los ingresos fueron de $4.056.196 mil y el ingreso de operaciones continuas, neto de impuestos, fue de $176.791 mil, con un EPS de operaciones continuas de $1.00. El flujo de efectivo operativo para el periodo fue de $282.142 mil, y las inversiones en capital fueron de $170.125 mil. La deuda total tenía un valor en libros de $1.772.149 mil. Al 30 de septiembre de 2025, SEM tenía 123.817.591 acciones en circulación.

Select Medical Holdings (SEM) 분기 실적 발표에 따르면 Q3 매출은 1,363,445천 달러로 전년 동기의 1,271,582천 달러에서 증가했습니다. 계속 영업에서 세전 순이익은 44,180천 달러로 41,276천 달러였고, 계속 영업에서의 주당순이익(EPS)은 0.23달러로 0.19였습니다. 수정 EBITDA는 111,655천 달러에 도달했습니다(전년 103,898천 달러).

섹션별로 볼 때 매출은 Critical Illness Recovery Hospitals에서 609,929천 달러, Rehabilitation Hospitals에서 328,607천 달러, Outpatient Rehabilitation에서 325,383천 달러였습니다. 2025년 9월 30일로 끝나는 9개월의 매출은 4,056,196천 달러였고, 계속 영업에서의 순이익은 176,791천 달러, 지속영업 주당순이익은 1.00이었습니다. 기간의 영업현금흐름은 282,142천 달러였고, 자본지출은 170,125천 달러였습니다. 총 부채의 장부가치는 1,772,149천 달러였습니다. 2025년 9월 30일 기준 SEM의 발행주식 수는 123,817,591주였습니다.

Select Medical Holdings (SEM) a publié les résultats du T3 avec un chiffre d'affaires de 1 363 445 mille dollars, en hausse par rapport à 1 271 582 mille dollars il y a un an. Le résultat provenant des activités continues, net d'impôt, s'élevait à 44 180 mille dollars contre 41 276 mille et le BPA provenant des activités continues était de 0,23 dollar contre 0,19. L'EBITDA ajusté a atteint 111 655 mille dollars, contre 103 898 mille dollars.

Par segment, le chiffre d'affaires était de 609 929 mille dollars pour Critical Illness Recovery Hospitals, 328 607 mille dollars pour Rehabilitation Hospitals et 325 383 mille dollars pour Outpatient Rehabilitation. Pour les neuf mois terminés le 30 septembre 2025, le chiffre d'affaires était de 4 056 196 mille dollars et le résultat provenant des activités continues, net d'impôt, s'élevait à 176 791 mille dollars, avec un EPS des activités continues de 1,00 dollar. Le flux de trésorerie opérationnel pour la période était de 282 142 mille dollars, et les dépenses d'investissement s'élevaient à 170 125 mille dollars. La dette totale avait une valeur comptable de 1 772 149 mille dollars. Au 30 septembre 2025, SEM avait 123 817 591 actions en circulation.

Select Medical Holdings (SEM) meldete Q3-Ergebnisse mit einem Umsatz von 1.363.445 Tausend US-Dollar, gegenüber 1.271.582 Tausend US-Dollar im Vorjahr. Das Einkommen aus fortgeführten Geschäftsbereichen, Nettobestand, betrug 44.180 Tausend US-Dollar gegenüber 41.276 Tausend US-Dollar, und das EPS aus fortgeführten Geschäften betrug 0,23 US-Dollar gegenüber 0,19. Das bereinigte EBITDA erreichte 111.655 Tausend US-Dollar gegenüber 103.898 Tausend US-Dollar.

Nach Segment betrug der Umsatz 609.929 Tausend US-Dollar in Critical Illness Recovery Hospitals, 328.607 Tausend US-Dollar in Rehabilitation Hospitals und 325.383 Tausend US-Dollar in Outpatient Rehabilitation. Für die neun Monate zum 30. September 2025 betrug der Umsatz 4.056.196 Tausend US-Dollar und das Einkommen aus fortgeführten Geschäften, Nettobestand, betrug 176.791 Tausend US-Dollar, mit einem EPS aus fortgeführten Geschäften von 1,00 US-Dollar. Der operative Cashflow für den Zeitraum betrug 282.142 Tausend US-Dollar, und die Kapitalausgaben beliefen sich auf 170.125 Tausend US-Dollar. Die Gesamtverschuldung hatte einen Buchwert von 1.772.149 Tausend US-Dollar. Zum 30. September 2025 hatte SEM 123.817.591 ausstehende Aktien.

شركة Select Medical Holdings (SEM) أصدرت نتائج الربع الثالث بإيرادات قدرها 1,363,445 ألف دولار، بارتفاع من 1,271,582 ألف دولار قبل عام. الدخل من الأنشطة المستمرة، صافي الضرائب، كان 44,180 ألف دولار مقابل 41,276 ألف دولار، وEPS من الأنشطة المستمرة كان 0.23 دولار مقابل 0.19. EBITDA المعدل بلغ 111,655 ألف دولار مقارنة بـ 103,898 ألف دولار.

حسب القطاع، كان الإيراد 609,929 ألف دولار في مستشفيات الإنقاذ من الأمراض الحرجة، و328,607 ألف دولار في مستشفيات إعادة التأهيل، و325,383 ألف دولار في إعادة التأهيل الخارجي. للأشهر التسعة المنتهية في 30 سبتمبر 2025، كان الإيراد 4,056,196 ألف دولار والدخل من الأنشطة المستمرة، صافي الضرائب، 176,791 ألف دولار، مع EPS من الأنشطة المستمرة 1.00 دولار. التدفقات النقدية التشغيلية للفترة 282,142 ألف دولار، وتكاليف رأس المال 170,125 ألف دولار. الدين الإجمالي له قيمة دفترية قدرها 1,772,149 ألف دولار. حتى 30 سبتمبر 2025، كان لدى SEM 123,817,591 سهماً قائماً.

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Select Medical Holdings (SEM) ha riportato i risultati del trimestre Q3 con ricavi di $1.363.445 mila, in aumento rispetto a $1.271.582 mila dell'anno precedente. L'utile dalle attività operative continue, al netto delle imposte, è stato di $44.180 mila contro $41.276 mila, e l'EPS dalle attività operative continue è stato di $0.23 contro $0.19. L'EBITDA rettificato ha raggiunto $111.655 mila rispetto a $103.898 mila.

Per segmento, i ricavi sono stati di $609.929 mila in Critical Illness Recovery Hospitals, $328.607 mila in Rehabilitation Hospitals e $325.383 mila in Outpatient Rehabilitation. Nei nove mesi chiusi al 30 settembre 2025, i ricavi sono stati $4.056.196 mila e l'utile dalle attività operative continue, al netto delle imposte, è stato di $176.791 mila, con un EPS dalle attività operative continue di $1.00. Il flusso di cassa operativo nel periodo è stato di $282.142 mila e i capex ammontano a $170.125 mila. Il debito totale aveva un valore contabile di $1.772.149 mila. Al 30 settembre 2025, SEM aveva 123.817.591 azioni in circolazione.

Select Medical Holdings (SEM) presentó los resultados del trimestre Q3 con ingresos de $1.363.445 mil, frente a $1.271.582 mil hace un año. El ingreso de operaciones continuas, neto de impuestos, fue de $44.180 mil frente a $41.276 mil, y el EBITDA por acciones de las operaciones continuas fue de $0.23 frente a $0.19. El EBITDA ajustado alcanzó $111.655 mil frente a $103.898 mil.

Por segmento, los ingresos fueron de $609.929 mil en Critical Illness Recovery Hospitals, $328.607 mil en Rehabilitation Hospitals y $325.383 mil en Outpatient Rehabilitation. Para los nueve meses terminaron el 30 de septiembre de 2025, los ingresos fueron de $4.056.196 mil y el ingreso de operaciones continuas, neto de impuestos, fue de $176.791 mil, con un EPS de operaciones continuas de $1.00. El flujo de efectivo operativo para el periodo fue de $282.142 mil, y las inversiones en capital fueron de $170.125 mil. La deuda total tenía un valor en libros de $1.772.149 mil. Al 30 de septiembre de 2025, SEM tenía 123.817.591 acciones en circulación.

Select Medical Holdings (SEM) 분기 실적 발표에 따르면 Q3 매출은 1,363,445천 달러로 전년 동기의 1,271,582천 달러에서 증가했습니다. 계속 영업에서 세전 순이익은 44,180천 달러로 41,276천 달러였고, 계속 영업에서의 주당순이익(EPS)은 0.23달러로 0.19였습니다. 수정 EBITDA는 111,655천 달러에 도달했습니다(전년 103,898천 달러).

섹션별로 볼 때 매출은 Critical Illness Recovery Hospitals에서 609,929천 달러, Rehabilitation Hospitals에서 328,607천 달러, Outpatient Rehabilitation에서 325,383천 달러였습니다. 2025년 9월 30일로 끝나는 9개월의 매출은 4,056,196천 달러였고, 계속 영업에서의 순이익은 176,791천 달러, 지속영업 주당순이익은 1.00이었습니다. 기간의 영업현금흐름은 282,142천 달러였고, 자본지출은 170,125천 달러였습니다. 총 부채의 장부가치는 1,772,149천 달러였습니다. 2025년 9월 30일 기준 SEM의 발행주식 수는 123,817,591주였습니다.

Select Medical Holdings (SEM) a publié les résultats du T3 avec un chiffre d'affaires de 1 363 445 mille dollars, en hausse par rapport à 1 271 582 mille dollars il y a un an. Le résultat provenant des activités continues, net d'impôt, s'élevait à 44 180 mille dollars contre 41 276 mille et le BPA provenant des activités continues était de 0,23 dollar contre 0,19. L'EBITDA ajusté a atteint 111 655 mille dollars, contre 103 898 mille dollars.

Par segment, le chiffre d'affaires était de 609 929 mille dollars pour Critical Illness Recovery Hospitals, 328 607 mille dollars pour Rehabilitation Hospitals et 325 383 mille dollars pour Outpatient Rehabilitation. Pour les neuf mois terminés le 30 septembre 2025, le chiffre d'affaires était de 4 056 196 mille dollars et le résultat provenant des activités continues, net d'impôt, s'élevait à 176 791 mille dollars, avec un EPS des activités continues de 1,00 dollar. Le flux de trésorerie opérationnel pour la période était de 282 142 mille dollars, et les dépenses d'investissement s'élevaient à 170 125 mille dollars. La dette totale avait une valeur comptable de 1 772 149 mille dollars. Au 30 septembre 2025, SEM avait 123 817 591 actions en circulation.

Select Medical Holdings (SEM) meldete Q3-Ergebnisse mit einem Umsatz von 1.363.445 Tausend US-Dollar, gegenüber 1.271.582 Tausend US-Dollar im Vorjahr. Das Einkommen aus fortgeführten Geschäftsbereichen, Nettobestand, betrug 44.180 Tausend US-Dollar gegenüber 41.276 Tausend US-Dollar, und das EPS aus fortgeführten Geschäften betrug 0,23 US-Dollar gegenüber 0,19. Das bereinigte EBITDA erreichte 111.655 Tausend US-Dollar gegenüber 103.898 Tausend US-Dollar.

Nach Segment betrug der Umsatz 609.929 Tausend US-Dollar in Critical Illness Recovery Hospitals, 328.607 Tausend US-Dollar in Rehabilitation Hospitals und 325.383 Tausend US-Dollar in Outpatient Rehabilitation. Für die neun Monate zum 30. September 2025 betrug der Umsatz 4.056.196 Tausend US-Dollar und das Einkommen aus fortgeführten Geschäften, Nettobestand, betrug 176.791 Tausend US-Dollar, mit einem EPS aus fortgeführten Geschäften von 1,00 US-Dollar. Der operative Cashflow für den Zeitraum betrug 282.142 Tausend US-Dollar, und die Kapitalausgaben beliefen sich auf 170.125 Tausend US-Dollar. Die Gesamtverschuldung hatte einen Buchwert von 1.772.149 Tausend US-Dollar. Zum 30. September 2025 hatte SEM 123.817.591 ausstehende Aktien.

شركة Select Medical Holdings (SEM) أصدرت نتائج الربع الثالث بإيرادات قدرها 1,363,445 ألف دولار، بارتفاع من 1,271,582 ألف دولار قبل عام. الدخل من الأنشطة المستمرة، صافي الضرائب، كان 44,180 ألف دولار مقابل 41,276 ألف دولار، وEPS من الأنشطة المستمرة كان 0.23 دولار مقابل 0.19. EBITDA المعدل بلغ 111,655 ألف دولار مقارنة بـ 103,898 ألف دولار.

حسب القطاع، كان الإيراد 609,929 ألف دولار في مستشفيات الإنقاذ من الأمراض الحرجة، و328,607 ألف دولار في مستشفيات إعادة التأهيل، و325,383 ألف دولار في إعادة التأهيل الخارجي. للأشهر التسعة المنتهية في 30 سبتمبر 2025، كان الإيراد 4,056,196 ألف دولار والدخل من الأنشطة المستمرة، صافي الضرائب، 176,791 ألف دولار، مع EPS من الأنشطة المستمرة 1.00 دولار. التدفقات النقدية التشغيلية للفترة 282,142 ألف دولار، وتكاليف رأس المال 170,125 ألف دولار. الدين الإجمالي له قيمة دفترية قدرها 1,772,149 ألف دولار. حتى 30 سبتمبر 2025، كان لدى SEM 123,817,591 سهماً قائماً.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended September 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from              to              
Commission file numbers: 001-34465
 
SELECT MEDICAL HOLDINGS CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware20-1764048
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
 
4714 Gettysburg Road, P.O. Box 2034
Mechanicsburg, PA 17055
(Address of Principal Executive Offices and Zip code)
(717972-1100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareSEMNew York Stock Exchange
(NYSE)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as such Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒  No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).   Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
 Emerging Growth Company
 If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No ☒
As of September 30, 2025, Select Medical Holdings Corporation had outstanding 123,817,591 shares of common stock.
Unless the context indicates otherwise, any reference in this report to “Holdings” refers to Select Medical Holdings Corporation and any reference to “Select” refers to Select Medical Corporation, the wholly owned operating subsidiary of Holdings, and any of Select’s subsidiaries. References to the “Company,” “we,” “us,” and “our” refer collectively to Holdings and Select.
1

Table of Contents
TABLE OF CONTENTS
 
PART I
FINANCIAL INFORMATION
3
   
ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
   
 
Condensed consolidated balance sheets
3
   
 
Condensed consolidated statements of operations
4
   
Condensed consolidated statements of comprehensive income
5
 
Condensed consolidated statements of changes in equity and income
6
   
 
Condensed consolidated statements of cash flows
8
   
 
Notes to condensed consolidated financial statements
9
   
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
21
   
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
42
   
ITEM 4.
CONTROLS AND PROCEDURES
42
   
PART II
OTHER INFORMATION
43
   
ITEM 1.
LEGAL PROCEEDINGS
43
   
ITEM 1A.
RISK FACTORS
43
   
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
43
   
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
43
   
ITEM 4.
MINE SAFETY DISCLOSURES
43
   
ITEM 5.
OTHER INFORMATION
43
   
ITEM 6.
EXHIBITS
44
   
SIGNATURES
 
2

Table of Contents
PART I: FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Select Medical Holdings Corporation
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except share and per share amounts)
December 31, 2024September 30, 2025
ASSETS  
Current Assets:  
Cash and cash equivalents$59,694 $60,054 
Accounts receivable821,385 825,811 
Prepaid income taxes26,601 10,719 
Other current assets112,097 123,880 
Total Current Assets1,019,777 1,020,464 
Operating lease right-of-use assets908,095 939,083 
Property and equipment, net872,185 903,242 
Goodwill2,331,898 2,333,143 
Identifiable intangible assets, net103,183 101,425 
Other assets372,813 388,366 
Total Assets$5,607,951 $5,685,723 
LIABILITIES AND EQUITY  
Current Liabilities:  
Overdrafts$25,803 $ 
Current operating lease liabilities179,601 184,215 
Current portion of long-term debt and notes payable20,269 28,778 
Accounts payable142,157 167,102 
Accrued and other liabilities609,821 559,483 
Total Current Liabilities977,651 939,578 
Non-current operating lease liabilities787,124 818,586 
Long-term debt, net of current portion1,691,546 1,743,371 
Non-current deferred tax liability81,497 88,311 
Other non-current liabilities73,038 76,021 
Total Liabilities3,610,856 3,665,867 
Commitments and contingencies (Note 14)
Redeemable non-controlling interests10,167 8,651 
Stockholders’ Equity:  
Common stock, $0.001 par value, 700,000,000 shares authorized, 128,962,850 and 123,817,591 shares issued and outstanding at 2024 and 2025, respectively
129 124 
Capital in excess of par911,080 870,575 
Retained earnings770,146 824,813 
Accumulated other comprehensive loss (6,242)
Total Stockholders’ Equity1,681,355 1,689,270 
Non-controlling interests305,573 321,935 
Total Equity1,986,928 2,011,205 
Total Liabilities and Equity$5,607,951 $5,685,723 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

Table of Contents
Select Medical Holdings Corporation
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except per share amounts)

 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2024202520242025
Revenue$1,271,582 $1,363,445 $3,874,541 $4,056,196 
Costs and expenses:  
Cost of services, exclusive of depreciation and amortization1,135,708 1,215,995 3,378,362 3,572,735 
General and administrative47,347 40,050 145,672 108,721 
Depreciation and amortization34,930 34,442 106,583 104,098 
Total costs and expenses1,217,985 1,290,487 3,630,617 3,785,554 
Other operating income1,302  3,300 1,592 
Income from continuing operations before other income and expense54,899 72,958 247,224 272,234 
Other income and expense:  
Loss on early retirement of debt(10,939) (10,939) 
Equity in earnings of unconsolidated subsidiaries33,069 12,992 53,481 39,122 
Interest expense(31,379)(30,021)(100,054)(89,071)
Income from continuing operations before income taxes45,650 55,929 189,712 222,285 
Income tax expense from continuing operations4,374 11,749 49,269 45,494 
Income from continuing operations, net of tax41,276 44,180 140,443 176,791 
Discontinued operations:
Income from discontinued business62,174  198,745  
Income tax expense from discontinued business22,435  46,240  
Income from discontinued operations, net of tax39,739  152,505  
Net income81,015 44,180 292,948 176,791 
Less: Net income attributable to non-controlling interests25,387 15,387 62,860 50,746 
Net income attributable to Select Medical Holdings Corporation$55,628 $28,793 $230,088 $126,045 
Net income attributable to Select Medical Holdings Corporation’s common stockholders:
Income from continuing operations, net of tax24,798 28,793 89,137 126,045 
Income from discontinued operations, net of tax30,830  140,951  
Net income attributable to Select Medical Holdings Corporation’s common stockholders$55,628 $28,793 $230,088 $126,045 
Earnings per common share (Note 13):
  
Continuing operations - basic and diluted$0.19 $0.23 $0.69 $1.00 
Discontinued operations - basic and diluted0.24  1.09  
Total earnings per common share - basic and diluted$0.43 $0.23 $1.78 $1.00 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Table of Contents
Select Medical Holdings Corporation
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(in thousands)

For the Three Months Ended September 30,For the Nine Months Ended September 30,
2024202520242025
Net income$81,015 $44,180 $292,948 $176,791 
Other comprehensive loss, net of tax:
Gain (loss) on interest rate cap contract30 (1,163)5,723 (6,334)
Reclassification adjustment for (gains) losses included in net income(5,812)78 (48,630)92 
Net change, net of tax benefit of $1,826, $343, $13,550, and $1,971
(5,782)(1,085)(42,907)(6,242)
Comprehensive income75,233 43,095 250,041 170,549 
Less: Comprehensive income attributable to non-controlling interests25,387 15,387 62,860 50,746 
Comprehensive income attributable to Select Medical Holdings Corporation$49,846 $27,708 $187,181 $119,803 

The accompanying notes are an integral part of these condensed consolidated financial statements.


5

Table of Contents
Select Medical Holdings Corporation
Condensed Consolidated Statements of Changes in Equity and Income
(unaudited)
(in thousands)

For the Nine Months Ended September 30, 2025
 Total Stockholders’ Equity  
 Common
Stock
Issued
Common
Stock
Par Value
Capital in
Excess
of Par
Retained
Earnings
Accumulated Other Comprehensive LossTotal Stockholders’ EquityNon-controlling
Interests
Total
Equity
Balance at December 31, 2024128,963 $129 $911,080 $770,146 $ $1,681,355 $305,573 $1,986,928 
Net income attributable to Select Medical Holdings Corporation56,681 56,681 56,681 
Net income attributable to non-controlling interests 16,288 16,288 
Cash dividends declared for common stockholders ($0.0625 per share)
(8,060)(8,060)(8,060)
Issuance of restricted stock1 0 0   
Vesting of restricted stock3,892 3,892 3,892 
Repurchase of common shares(650)(1)(6,104)(5,284)(11,389)(11,389)
Issuance of non-controlling interests 7,944 7,944 
Distributions to and purchases of non-controlling interests (12,183)(12,183)
Redemption value adjustment on non-controlling interests21 21 21 
Other comprehensive loss(3,106)(3,106)(3,106)
Balance at March 31, 2025
128,314 $128 $908,868 $813,504 $(3,106)$1,719,394 $317,622 $2,037,016 
Net income attributable to Select Medical Holdings Corporation   40,571 40,571 40,571 
Net income attributable to non-controlling interests     16,116 16,116 
Cash dividends declared for common stockholders ($0.0625 per share)
(7,885)(7,885)(7,885)
Issuance of restricted stock256 0 0    
Vesting of restricted stock4,032 4,032 4,032 
Repurchase of common shares(5,794)(5)(45,609)(41,462)(87,076)(87,076)
Issuance of non-controlling interests 2,962 2,962 
Distributions to and purchases of non-controlling interests  56 56 (12,972)(12,916)
Other comprehensive loss(2,051)(2,051)(2,051)
Balance at June 30, 2025
122,776 $123 $867,347 $804,728 $(5,157)$1,667,041 $323,728 $1,990,769 
Net income attributable to Select Medical Holdings Corporation28,793 28,793 28,793 
Net income attributable to non-controlling interests 14,656 14,656 
Cash dividends declared for common stockholders ($0.0625 per share)
(7,739)(7,739)(7,739)
Issuance of restricted stock1,214 1 (1)  
Forfeitures of unvested restricted stock(15)0 0 7 7 7 
Vesting of restricted stock4,248 4,248 4,248 
Repurchase of common shares(157)0 (1,019)(951)(1,970)(1,970)
Issuance of non-controlling interests 2,058 2,058 
Distributions to and purchases of non-controlling interests (18,507)(18,507)
Redemption value adjustment on non-controlling interests(25)(25)(25)
Other comprehensive loss(1,085)(1,085)(1,085)
Balance at September 30, 2025123,818 $124 $870,575 $824,813 $(6,242)$1,689,270 $321,935 $2,011,205 

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For the Nine Months Ended September 30, 2024
 Total Stockholders’ Equity  
 Common
Stock
Issued
Common
Stock
Par Value
Capital in
Excess
of Par
Retained
Earnings
Accumulated Other Comprehensive IncomeTotal Stockholders’ EquityNon-controlling
Interests
Total
Equity
Balance at December 31, 2023128,369 $128 $493,413 $751,856 $42,907 $1,288,304 $259,414 $1,547,718 
Net income attributable to Select Medical Holdings Corporation96,897 96,897 96,897 
Net income attributable to non-controlling interests 17,845 17,845 
Cash dividends declared for common stockholders ($0.125 per share)
(16,045)(16,045)(16,045)
Issuance of restricted stock1 0 0   
Forfeitures of unvested restricted stock(12)0 0 14 14 14 
Vesting of restricted stock11,596 11,596 11,596 
Issuance of non-controlling interests 4,002 4,002 
Distributions to and purchases of non-controlling interests394 394 (10,900)(10,506)
Redemption value adjustment on non-controlling interests(1,901)(1,901)(1,901)
Other comprehensive loss(11,977)(11,977)(11,977)
Balance at March 31, 2024
128,358 $128 $505,403 $830,821 $30,930 $1,367,282 $270,361 $1,637,643 
Net income attributable to Select Medical Holdings Corporation77,563 77,563 77,563 
Net income attributable to non-controlling interests 14,863 14,863 
Cash dividends declared for common stockholders ($0.125 per share)
(16,254)(16,254)(16,254)
Issuance of restricted stock1,725 2 (2)  
Forfeitures of unvested restricted stock(6)0 0 6 6 6 
Vesting of restricted stock14,408 14,408 14,408 
Repurchase of common shares(51)(529)(871)(1,400)(1,400)
Issuance of non-controlling interests 9,750 9,750 
Distributions to and purchases of non-controlling interests (4,598)(4,598)
Redemption value adjustment on non-controlling interests132 132 132 
Other comprehensive loss(25,148)(25,148)(25,148)
Balance at June 30, 2024
130,026 $130 $519,280 $891,397 $5,782 $1,416,589 $290,376 $1,706,965 
Net income attributable to Select Medical Holdings Corporation   55,628 55,628 55,628 
Net income attributable to non-controlling interests     22,886 22,886 
Cash dividends declared for common stockholders ($0.125 per share)
(16,194)(16,194)(16,194)
Issuance of restricted stock1 0 0    
Forfeitures of unvested restricted stock(21)0 0 21 21 21 
Vesting of restricted stock13,354 13,354 13,354 
Repurchase of common shares(466)(8,745)(7,779)(16,524)(16,524)
Issuance of non-controlling interests 3,662 3,662 
Non-controlling interests acquired in business combination 10,465 10,465 
Distributions to and purchases of non-controlling interests   (15,819)(15,819)
Concentra initial public offering334,852 133,118 467,970 43,228 511,198 
Other comprehensive loss(5,782)(5,782)(5,782)
Other   129 129  129 
Balance at September 30, 2024
129,540 $130 $858,741 $1,056,320 $ $1,915,191 $354,798 $2,269,989 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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Select Medical Holdings Corporation
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
 For the Nine Months Ended September 30,
 20242025
Operating activities  
Net income$292,948 $176,791 
Adjustments to reconcile net income to net cash provided by operating activities:  
Distributions from unconsolidated subsidiaries30,436 42,815 
Depreciation and amortization158,151 104,098 
Provision for expected credit losses1,659 2,061 
Equity in earnings of unconsolidated subsidiaries(49,805)(39,122)
Loss on extinguishment of debt10,939  
Gain on sale or disposal of assets (1,111)(47)
Stock compensation expense39,399 12,179 
Amortization of debt discount, premium, and issuance costs2,279 2,353 
Deferred income taxes(34,941)10,547 
Changes in operating assets and liabilities, net of effects of business combinations:  
Accounts receivable(116,761)(6,487)
Other current assets7,856 (7,498)
Other assets13,942 5,056 
Accounts payable(2,056)17,772 
Accrued expenses39,497 (38,376)
Net cash provided by operating activities392,432 282,142 
Investing activities  
Business combinations, net of cash acquired(2,311)(1,601)
Purchases of property and equipment(158,748)(170,125)
Proceeds from sales and exchange of assets4,241 22,132 
Net cash used in investing activities(156,818)(149,594)
Financing activities  
Borrowings on revolving facilities950,000 970,000 
Payments on revolving facilities(1,220,000)(925,000)
Proceeds from term loans, net of issuance costs836,697  
Payments on term loans(1,719,503)(7,875)
Proceeds from 6.875% senior notes, net of issuance costs
637,337  
Borrowings of other debt20,806 41,522 
Principal payments on other debt(35,782)(25,965)
Dividends paid to common stockholders(48,493)(23,684)
Repurchases of common stock(17,924)(99,535)
Decrease in overdrafts(16,101)(25,803)
Proceeds from issuance of non-controlling interests9,413 12,964 
Distributions to and purchases of non-controlling interests(35,800)(48,812)
Proceeds from Concentra initial public offering (Note 4)
511,198  
Net cash used in financing activities(128,152)(132,188)
Net increase in cash and cash equivalents107,462 360 
Cash and cash equivalents at beginning of period84,006 59,694 
Cash and cash equivalents at end of period$191,468 $60,054 
Supplemental information  
Cash paid for interest, excluding amounts received of $68,069 under the interest rate cap contract during the nine months ended September 30, 2024
$216,757 $84,002 
Cash paid for taxes102,696 22,118 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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SELECT MEDICAL HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.                  Basis of Presentation
The unaudited condensed consolidated financial statements of Select Medical Holdings Corporation (“Holdings”) include the accounts of its wholly owned subsidiary, Select Medical Corporation (“Select”). Holdings conducts substantially all of its business through Select and its subsidiaries. Holdings, Select, and Select’s subsidiaries are collectively referred to as the “Company.” The unaudited condensed consolidated financial statements of the Company as of September 30, 2025, and for the three and nine month periods ended September 30, 2024 and 2025, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting and the accounting principles generally accepted in the United States of America (“GAAP”). Accordingly, certain information and disclosures required by GAAP, which are normally included in the notes to the consolidated financial statements, have been condensed or omitted pursuant to those rules and regulations, although the Company believes the disclosure is adequate to make the information presented not misleading. In the opinion of management, such information contains all adjustments, which are normal and recurring in nature, necessary for a fair statement of the financial position, results of operations and cash flow for such periods. All significant intercompany transactions and balances have been eliminated.
The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2024, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2025.
See Note 4. Dispositions for discussion on the distribution of Concentra Group Holdings Parent, Inc. (“Concentra”) that occurred in the fourth quarter of 2024.
2.    Accounting Policies
Recent Accounting Guidance Not Yet Adopted
Income Taxes
In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency and decision usefulness of income tax disclosures. The ASU requires disclosure of a tabular rate reconciliation using specified categories and additional information for reconciling items that exceed a quantitative threshold. The amendments in the update also require annual disclosure of income taxes paid, disaggregated by federal, state, and foreign taxes, as well as any individual jurisdictions in which income taxes paid is greater than 5% of total income taxes paid.
The ASU should be applied prospectively, though retrospective application is permitted. The Company will adopt ASU 2023-09 beginning with our annual reporting period ending December 31, 2025. The adoption of ASU 2023-09 will result in expanded disclosures within the income tax footnote.
Expense Disaggregation
In November 2024, FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The ASU requires entities to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendment also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses.
The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027; however early adoption is permitted. The ASU can be applied either prospectively or retrospectively. The Company is currently reviewing the impact that ASU 2024-03 will have on the disclosures in our consolidated financial statements.


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Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates.
3.    Equity Method Investments
On September 26, 2025, a wholly-owned subsidiary of the Company contributed a recently constructed hospital to BHSM Rehabilitation, LLC (“Banner”) in exchange for an equity interest in Banner. The carrying value and fair value of the building was $45.8 million. As part of this transaction, Banner made a special distribution to each of its equity holders based on their respective ownership interest. The Company’s distribution was $23.3 million, $22.1 million of which is included in Proceeds from sales and exchange of assets on the Condensed Consolidated Statement of Cash Flows, and $1.3 million of which is a distribution receivable and is included in Other current assets on the Condensed Consolidated Balance Sheet. Our equity method investments are included in Other assets on the Condensed Consolidated Balance Sheets.
4.     Dispositions
On July 26, 2024, Concentra, a then wholly-owned subsidiary of Select, completed an initial public offering (“IPO”) of 22,500,000 shares of its common stock, par value $0.01 per share, at an initial public offering price of $23.50 per share for net proceeds of $499.7 million after deducting underwriting discounts and commission of $29.1 million. In addition, the underwriters exercised the option to purchase an additional 750,000 shares of Concentra’s common stock for net proceeds of $16.7 million after deducting discounts and commission of $1.0 million. On November 25, 2024, Select completed a tax-free distribution of 104,093,503 shares of common stock of Concentra to its stockholders. Following the completion of the distribution, the Company no longer owns any shares of Concentra common stock.
In connection with the separation and distribution of Concentra’s common stock, the Company and Concentra also entered into several agreements to provide a framework of our ongoing relationship with Concentra, including a transition services agreement (“TSA”), a separation agreement, a tax matters agreement and an employee matters agreement. The services under the TSA generally are a continuation of the support services provided by Select to Concentra prior to the IPO. The fee for support services provided to Concentra was $2.7 million and $9.9 million for the three and nine months ended September 30, 2025, respectively. The income from the support services fees, as well as the cost to provide these services, are included within General and Administrative expense on the condensed consolidated statements of operations. The provision of services under the TSA will terminate no later than November 26, 2026.
The results of Concentra are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for the three and nine months ended September 30, 2024.
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Certain key selected financial information included in Income from discontinued operations, net of tax, for Concentra is as follows:
 For the Three Months Ended September 30, 2024For the Nine Months Ended September 30, 2024
Revenue$489,638 $1,435,151 
Costs and expenses:
Cost of services, exclusive of depreciation and amortization388,191 1,138,191 
Depreciation and amortization15,213 51,568 
Total costs and expenses403,404 1,189,759 
Other operating income 284 
Income from operations86,234 245,676 
Other income and expense:
Equity in earnings of unconsolidated subsidiaries (3,676)
Interest expense(1)
(24,060)(43,255)
Income from discontinued operations before income taxes62,174 198,745 
Income tax expense22,435 46,240 
Income from discontinued operations, net of tax39,739 152,505 
Less: Net income attributable to non-controlling interests8,909 11,554 
Income from discontinued operations, net of tax, attributable to Select Medical Holdings Corporation’s common stockholders$30,830 $140,951 
_______________________________________________________________________________
(1)    For the three and nine months ended September 30, 2024, interest expense includes allocated interest expense of $2.7 million and $22.0 million, respectively. Interest was allocated in accordance with the terms of an intercompany promissory note in place between the Company and Concentra prior to the separation.
The following is selected financial information included on the Condensed Consolidated Statements of Cash Flows for Concentra:
 For the Nine Months Ended September 30, 2024
Depreciation and amortization$51,568 
Cash flows from investing activities:
Purchases of property and equipment$47,639 
5.     Credit Risk Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash balances and accounts receivable. The Company’s excess cash is held with large financial institutions. The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s facilities and are insured under third-party payor agreements.
Because of the diversity in the Company’s non-governmental third-party payor base, as well as their geographic dispersion, accounts receivable due from the Medicare program represent the Company’s only significant concentration of credit risk. Approximately 21% of the Company’s accounts receivable is due from Medicare at both December 31, 2024, and September 30, 2025.








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6.     Leases
The Company’s total lease cost is as follows:
Three Months Ended September 30, 2024Three Months Ended September 30, 2025
Unrelated PartiesRelated PartiesTotalUnrelated PartiesRelated PartiesTotal
(in thousands)
Operating lease cost
$58,016 $1,834 $59,850 $60,703 $1,834 $62,537 
Finance lease cost:
Amortization of right-of-use assets
143  143 143  143 
Interest on lease liabilities
248  248 235  235 
Variable lease cost12,083  12,083 12,813  12,813 
Sublease income(1,718) (1,718)(1,920) (1,920)
Total lease cost$68,772 $1,834 $70,606 $71,974 $1,834 $73,808 
Nine Months Ended September 30, 2024Nine Months Ended September 30, 2025
Unrelated PartiesRelated PartiesTotalUnrelated PartiesRelated PartiesTotal
(in thousands)
Operating lease cost
$168,436 $5,501 $173,937 $179,402 $5,501 $184,903 
Finance lease cost:
Amortization of right-of-use assets
429  429 429  429 
Interest on lease liabilities
741  741 709  709 
Variable lease cost35,785 16 35,801 38,160  38,160 
Sublease income(5,159) (5,159)(5,445) (5,445)
Total lease cost$200,232 $5,517 $205,749 $213,255 $5,501 $218,756 
7.     Accrued and other liabilities
The following table sets forth the components of accrued and other liabilities on the Condensed Consolidated Balance Sheets:
 December 31, 2024September 30, 2025
 
Accrued payroll$183,045 $170,180 
Accrued vacation122,376 125,059 
Accrued interest9,075 13,169 
Accrued other288,681 247,563 
Income taxes payable6,644 3,512 
Accrued and other liabilities$609,821 $559,483 
8.     Interest Rate Cap
The Company is subject to market risk exposure arising from changes in interest rates on the Select term loan, which bears interest at a rate that is indexed to one-month Term Secured Overnight Financing Rate (“SOFR”). The Company’s objective in using an interest rate derivative is to mitigate its exposure to increases in interest rates. The Company had an interest rate cap which matured on September 30, 2024. During the three months ended March 31, 2025, the Company entered into a new interest rate cap with a scheduled maturity of March 31, 2028. The interest rate cap limits the Company’s exposure to increases in the variable rate index to 4.5% on $1.0 billion of principal outstanding under the term loan, as the interest rate cap provides for payments from the counterparty when interest rates rise above 4.5%. The interest rate cap has a deferred premium that the Company will pay monthly over the term of the agreement. The annual premium is equal to 0.3300% of the notional amount, or approximately $3.3 million.
The interest rate cap has been designated as a cash flow hedge and is highly effective at offsetting the changes in cash outflows when the variable rate index exceeds 4.5%. Changes in the fair value of the interest rate cap, net of tax, are recognized in other comprehensive loss and reclassified out of accumulated other comprehensive loss and into interest expense when the hedged interest obligations affected earnings.
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The following table outlines the changes in accumulated other comprehensive income (loss), net of tax, during the periods presented:
Nine Months Ended September 30,
20242025
(in thousands)
Balance as of January 1$42,907 $ 
Gain (loss) on interest rate cap cash flow hedge
4,370 (3,106)
Amounts reclassified from accumulated other comprehensive income (loss)
(16,347) 
Balance as of March 31$30,930 $(3,106)
Gain (loss) on interest rate cap cash flow hedge
1,323 (2,065)
Amounts reclassified from accumulated other comprehensive income (loss)
(16,071)14 
Amounts reclassified from accumulated other comprehensive income (loss) - forecasted transactions probable not to occur(10,400) 
Balance as of June 30$5,782 $(5,157)
Gain (loss) on interest rate cap cash flow hedge
30 (1,163)
Amounts reclassified from accumulated other comprehensive income (loss)
(5,812)78 
Balance as of September 30$ $(6,242)
The effects on net income of amounts reclassified from accumulated other comprehensive income (loss) are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
Statement of Operations2024202520242025
(in thousands)
Gains (losses) included in interest expense$7,647 $(103)$63,987 $(121)
Income tax benefit (expense)(1,835)25 (15,357)29 
Amounts reclassified from accumulated other comprehensive income (loss)$5,812 $(78)$48,630 $(92)
The Company expects that approximately $2.0 million of estimated pre-tax losses will be reclassified from accumulated other comprehensive loss into interest expense within the next twelve months.
Refer to Note 9 – Fair Value of Financial Instruments for information on the fair value of the Company’s interest rate cap contract and its balance sheet classification.
9.     Fair Value of Financial Instruments
Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement:
Level 1 – inputs are based upon quoted prices for identical instruments in active markets.
Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data.
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the instrument.
The Company’s interest rate cap contract is recorded at its fair value in the condensed consolidated balance sheets on a recurring basis. The fair value of the interest rate cap contract is based upon a model-derived valuation using observable market inputs, such as interest rates and interest rate volatility, and the strike price.
Financial InstrumentBalance Sheet ClassificationLevelSeptember 30, 2025
Liability:(in thousands)
Interest rate cap contract, current portionAccrued otherLevel 2$3,207 
Interest rate cap contract, non-current portionOther non-current liabilitiesLevel 23,450 

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The Company does not measure its indebtedness at fair value in its condensed consolidated balance sheets. The fair value of the credit facilities are based on quoted market prices for this debt in the syndicated loan market. The fair values of the senior notes are based on quoted market prices. The carrying value of the Company’s other debt, as disclosed in Note 10 – Long-Term Debt and Notes Payable, approximates fair value.
December 31, 2024September 30, 2025
Financial InstrumentLevelCarrying ValueFair ValueCarrying ValueFair Value
(in thousands)
6.250% senior notes
Level 2$539,363 $528,000 $540,362 $550,275 
Credit facilities:
Revolving facilityLevel 2105,000 102,900 150,000 147,750 
Term loanLevel 21,041,661 1,051,313 1,034,717 1,043,428 
The Company’s other financial instruments, which primarily consist of cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value because of the short-term maturities of these instruments.
10.     Long-Term Debt and Notes Payable
As of September 30, 2025, the Company’s long-term debt and notes payable are as follows:
 Principal
Outstanding
Unamortized Premium (Discount)Unamortized
Issuance Costs
Carrying ValueFair Value
(in thousands)
6.250% senior notes
$550,000 $ $(9,638)$540,362 $550,275 
Credit facilities:     
Revolving facility150,000   150,000 147,750 
Term loan1,042,125 (2,392)(5,016)1,034,717 1,043,428 
Other debt, including finance leases47,506  (436)47,070 47,070 
Total debt$1,789,631 $(2,392)$(15,090)$1,772,149 $1,788,523 
Principal maturities of the Company’s long-term debt and notes payable are approximately as follows:
 20252026202720282029ThereafterTotal
(in thousands)
6.250% senior notes
$ $ $ $ $ $550,000 $550,000 
Credit facilities:       
Revolving facility    150,000  150,000 
Term loan2,625 10,500 10,500 10,500 10,500 997,500 1,042,125 
Other debt, including finance leases8,686 11,034 1,637 54 58 26,037 47,506 
Total debt$11,311 $21,534 $12,137 $10,554 $160,558 $1,573,537 $1,789,631 
As of December 31, 2024, the Company’s long-term debt and notes payable are as follows:
 Principal
Outstanding
Unamortized Premium (Discount)Unamortized
Issuance Costs
Carrying ValueFair Value
(in thousands)
6.250% senior notes
$550,000 $ $(10,637)$539,363 $528,000 
Credit facilities:     
Revolving facility105,000   105,000 102,900 
Term loan1,050,000 (2,693)(5,646)1,041,661 1,051,313 
Other debt, including finance leases26,282  (491)25,791 25,791 
Total debt$1,731,282 $(2,693)$(16,774)$1,711,815 $1,708,004 



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11.     Segment Information
The Company identifies its segments according to how the chief operating decision maker evaluates financial performance and allocates resources. The Company’s reportable segments consist of the critical illness recovery hospital segment, rehabilitation hospital segment, and outpatient rehabilitation segment. Other activities include the Company’s corporate shared services, certain investments, and employee leasing services with non-consolidating subsidiaries.
The Company’s chief operating decision maker is its Executive Chairman. The chief operating decision maker uses Adjusted EBITDA in the annual budgeting and forecasting process. The chief operating decision maker considers budget-to-actual variances when making decisions about the allocation of operating and capital resources to each segment. The chief operating decision maker also uses segment Adjusted EBITDA to assess the performance of each segment by comparing the results of each segment to one another and to each segment’s budget. 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. The Company has provided additional information regarding its reportable segments, such as total assets, which contributes to the understanding of the Company and provides useful information to the users of the consolidated financial statements.
The following tables summarize selected financial data for the Company’s reportable segments.
 Three Months Ended September 30, 2024
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
 (in thousands)
Revenue$582,950 $282,709 $312,042 $93,881 $1,271,582 
Personnel expense341,219 161,892 221,446 
Other segment items (1)
190,968 60,700 62,277 
Adjusted EBITDA50,763 60,117 28,319 
Total assets2,658,301 1,294,125 1,414,009 162,937 5,529,372 
Capital expenditures16,208 10,595 8,402 333 35,538 
 Three Months Ended September 30, 2025
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
 (in thousands)
Revenue$609,929 $328,607 $325,383 $99,526 $1,363,445 
Personnel expense350,015 186,452 234,666 
Other segment items (1)
203,812 74,199 66,519 
Adjusted EBITDA56,102 67,956 24,198 
Total assets2,631,998 1,478,363 1,415,655 159,707 5,685,723 
Capital expenditures18,186 25,608 8,959 349 53,102 
 Nine Months Ended September 30, 2024
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
 (in thousands)
Revenue$1,843,751 $816,240 $930,696 $283,854 $3,874,541 
Personnel expense1,032,664 459,827 659,024 
Other segment items (1)
572,551 172,942 189,656 
Adjusted EBITDA238,536 183,471 82,016 
Total assets2,658,301 1,294,125 1,414,009 162,937 5,529,372 
Capital expenditures49,765 32,514 26,064 2,766 111,109 
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 Nine Months Ended September 30, 2025
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
 (in thousands)
Revenue$1,848,098 $949,770 $960,309 $298,019 $4,056,196 
Personnel expense1,047,408 532,703 685,793 
Other segment items (1)
601,656 207,640 195,532 
Adjusted EBITDA199,034 209,427 78,984 
Total assets2,631,998 1,478,363 1,415,655 159,707 5,685,723 
Capital expenditures58,096 82,878 27,850 1,301 170,125 
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
(1)    Other segment items consist of facilities expense, other operating expenses, and other operating income.
A reconciliation of Adjusted EBITDA to income from continuing operations before income taxes is as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202520242025
 (in thousands)
Adjusted EBITDA - Critical Illness Recovery Hospital Segment$50,763 $56,102 $238,536 $199,034 
Adjusted EBITDA - Rehabilitation Hospital Segment60,117 67,956 183,471 209,427 
Adjusted EBITDA - Outpatient Rehabilitation Segment28,319 24,198 82,016 78,984 
Other revenue93,881 99,526 283,854 298,019 
Other cost of services (1)
(93,881)(99,526)(283,854)(298,019)
Other general and administrative expenses (1)
(35,570)(36,601)(109,890)(99,006)
Other other operating income269  269 72 
Depreciation and amortization(34,930)(34,442)(106,583)(104,098)
Stock compensation expense(13,208)(4,255)(38,899)(12,179)
Concentra separation transaction costs(861) (1,696) 
Loss on early retirement of debt(10,939) (10,939) 
Equity in earnings of unconsolidated subsidiaries33,069 12,992 53,481 39,122 
Interest expense(31,379)(30,021)(100,054)(89,071)
Income from continuing operations before income taxes$45,650 $55,929 $189,712 $222,285 
_______________________________________________________________________________
(1)    Exclusive of depreciation, amortization and stock compensation expense.
12.     Revenue from Contracts with Customers
The following tables disaggregate the Company’s revenue for the three and nine months ended September 30, 2024 and 2025:
Three Months Ended September 30, 2024
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
(in thousands)
Patient service revenue:
Medicare$182,952 $124,386 $48,804 $ $356,142 
Non-Medicare399,091 145,536 245,064  789,691 
Total patient services revenues582,043 269,922 293,868  1,145,833 
Other revenue907 12,787 18,174 93,881 125,749 
Total revenue$582,950 $282,709 $312,042 $93,881 $1,271,582 
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Three Months Ended September 30, 2025
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
(in thousands)
Patient service revenue:
Medicare$196,245 $143,749 $48,549 $ $388,543 
Non-Medicare412,675 171,653 257,136  841,464 
Total patient services revenues608,920 315,402 305,685  1,230,007 
Other revenue1,009 13,205 19,698 99,526 133,438 
Total revenue$609,929 $328,607 $325,383 $99,526 $1,363,445 
Nine Months Ended September 30, 2024
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
(in thousands)
Patient service revenue:
Medicare$603,981 $370,216 $142,658 $ $1,116,855 
Non-Medicare1,237,023 408,024 732,895  2,377,942 
Total patient services revenues1,841,004 778,240 875,553  3,494,797 
Other revenue2,747 38,000 55,143 283,854 379,744 
Total revenue$1,843,751 $816,240 $930,696 $283,854 $3,874,541 
Nine Months Ended September 30, 2025
Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
(in thousands)
Patient service revenue:
Medicare$588,356 $429,463 $142,587 $ $1,160,406 
Non-Medicare1,256,765 480,481 760,184  2,497,430 
Total patient services revenues1,845,121 909,944 902,771  3,657,836 
Other revenue2,977 39,826 57,538 298,019 398,360 
Total revenue$1,848,098 $949,770 $960,309 $298,019 $4,056,196 
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13.    Earnings per Share
The Company’s capital structure includes common stock and unvested restricted stock awards. To compute earnings per share (“EPS”), the Company applies the two-class method because the Company’s unvested restricted stock awards are participating securities which are entitled to participate equally with the Company’s common stock in undistributed earnings. Application of the Company’s two-class method is as follows:
(i)Income attributable to the Company from continuing operations, net of tax, is reduced by the amount of dividends declared and by the contractual amount of dividends that must be paid for the current period for each class of stock. There were no contractual dividends paid for the three and nine months ended September 30, 2024 and 2025.
(ii)The remaining undistributed income of the Company from continuing operations, net of tax, is then equally allocated to its common stock and unvested restricted stock awards, as if all of the earnings for the period had been distributed. The total net income allocated to each security is determined by adding both distributed and undistributed net income for the period.
(iii)The income from continuing operations, net of tax, allocated to each security is then divided by the weighted average number of outstanding shares for the period to determine the EPS for each security considered in the two-class method.
The following table sets forth the income attributable to the Company from continuing operations, net of tax, and the Company’s common shares outstanding, and its participating securities outstanding.
Basic and Diluted EPS
Three Months Ended September 30,Nine Months Ended September 30,
2024202520242025
(in thousands)
Income from continuing operations, net of tax$41,276 $44,180 $140,443 $176,791 
Less: net income attributable to non-controlling interests16,478 15,387 51,306 50,746 
Income from continuing operations, net of tax, attributable to Select Medical Holdings Corporation’s common stockholders24,798 28,793 89,137 126,045 
Less: distributed and undistributed net income attributable to participating securities956 706 3,462 2,727 
Distributed and undistributed income from continuing operations, net of tax, attributable to common shares$23,842 $28,087 $85,675 $123,318 
The following tables set forth the computation of EPS under the two-class method:
Three Months Ended September 30,
20242025
Income from Continuing Operations, Net of Tax, Allocation
Shares(1)
Basic and Diluted EPSIncome from Continuing Operations, Net of Tax, Allocation
Shares(1)
Basic and Diluted EPS
(in thousands, except for per share amounts)
Common shares$23,842 124,714 $0.19 $28,087 120,476 $0.23 
Participating securities956 5,001 $0.19 706 3,030 $0.23 
Total Company$24,798 $28,793 
Nine Months Ended September 30,
20242025
Income from Continuing Operations, Net of Tax, Allocation
Shares(1)
Basic and Diluted EPSIncome from Continuing Operations, Net of Tax, Allocation
Shares(1)
Basic and Diluted EPS
(in thousands, except for per share amounts)
Common shares$85,675 124,175 $0.69 $123,318 123,326 $1.00 
Participating securities3,462 5,017 $0.69 2,727 2,727 $1.00 
Total Company$89,137 $126,045 
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
(1)    Represents the weighted average share count outstanding during the period.
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14.    Commitments and Contingencies
Litigation
The Company is a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of its business. The Company cannot predict the ultimate outcome of pending litigation, proceedings, and regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines, and other penalties. The Department of Justice, Centers for Medicare & Medicaid Services (“CMS”), or other federal and state enforcement and regulatory agencies may conduct additional investigations related to the Company’s businesses in the future that may, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations, and liquidity.
To address claims arising out of the Company’s operations, the Company maintains professional malpractice liability insurance and general liability insurance coverages through a number of different programs that are dependent upon such factors as the state where the Company is operating and whether the operations are wholly owned or are operated through a joint venture. For the Company’s wholly owned hospital and outpatient clinic operations, the Company currently maintains insurance coverages under a combination of policies with a total annual aggregate limit of up to $42.0 million for professional malpractice liability insurance and $45.0 million for general liability insurance. The Company’s insurance for the professional liability coverage is written on a “claims-made” basis, and its commercial general liability coverage is maintained on an “occurrence” basis. These coverages apply after a self-insured retention limit is exceeded. For the Company’s joint venture operations, the Company has designed a separate insurance program that responds to the risks of specific joint ventures. Most of the Company’s joint ventures are insured under a master program with an annual aggregate limit of up to $80.0 million, subject to a sublimit aggregate ranging from $23.0 million to $33.0 million for most joint ventures. The policies are generally written on a “claims-made” basis. Each of these programs has either a deductible or self-insured retention limit. The Company also maintains additional types of liability insurance covering claims which, due to their nature or amount, are not covered by or not fully covered by the applicable professional malpractice and general liability insurance policies, including workers compensation, property and casualty, directors and officers, cyber liability insurance, and employment practices liability insurance coverages. Our insurance policies generally are silent with respect to punitive damages so coverage is available to the extent insurable under the law of any applicable jurisdiction, and are subject to various deductibles and policy limits. The Company reviews its insurance program annually and may make adjustments to the amount of insurance coverage and self-insured retentions in future years. Significant legal actions, as well as the cost and possible lack of available insurance, could subject the Company to substantial uninsured liabilities. In the Company’s opinion, the outcome of these actions, individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations, or cash flows.
Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act. Qui tam lawsuits typically remain under seal (hence, usually unknown to the defendant) for some time while the government decides whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation. These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully bring the suits. The Company is and has been a defendant in these cases in the past, and may be named as a defendant in similar cases from time to time in the future.
Oklahoma City Investigation. On August 24, 2020, the Company and Select Specialty Hospital – Oklahoma City, Inc. (“SSH–Oklahoma City”) received civil investigative demands (“CIDs”) from the U.S. Attorney’s Office for the Western District of Oklahoma seeking responses to interrogatories and the production of various documents principally relating to the documentation, billing and reviews of medical services furnished to patients at SSH-Oklahoma City. The Company understands that the investigation arose from a qui tam lawsuit alleging billing fraud related to charges for respiratory therapy services at SSH–Oklahoma City and Select Specialty Hospital – Wichita, Inc. The Company has produced documents in response to the CIDs and is fully cooperating with this investigation. At this time, the Company is unable to predict the timing and outcome of this matter.
Physical Therapy Billing. On October 7, 2021, the Company received a letter from a Trial Attorney at the U.S. Department of Justice, Civil Division, Commercial Litigation Branch, Fraud Section (“DOJ”) stating that the DOJ, in conjunction with the U.S. Department of Health and Human Services (“HHS”), is investigating the Company in connection with potential violations of the False Claims Act, 31 U.S.C. § 3729, et seq. The letter specified that the investigation relates to the Company’s billing for physical therapy services, and indicated that the DOJ would be requesting certain records from the Company. In October and December 2021, the DOJ requested, and the Company furnished, records relating to six of the Company’s outpatient therapy clinics in Florida. In 2022 and 2023, the DOJ requested certain data relating to all of the Company’s outpatient therapy clinics nationwide, and sought information about the Company’s ability to produce additional data relating to the physical therapy services furnished by the Company’s outpatient therapy clinics and Concentra. The Company has produced data and other documents requested by the DOJ and is fully cooperating on this investigation. In May
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2024, by order of the U.S. District Court for the Middle District of Florida (the “Court”), a qui tam lawsuit that is related to the DOJ’s investigation was unsealed after the U.S. filed a notice declining to intervene in the case, but stating that its investigation is continuing and reserving its right to intervene at a later date. The lawsuit, filed in May 2021 and amended by a first amended complaint in October 2021 and by a second amended complaint in July 2024, was brought by Kathleen Kane, a physical therapist formerly employed in the Company’s outpatient division, against Select Medical Corporation, Select Physical Therapy Holdings, Inc., and Select Employment Services, Inc. The second amended complaint alleged that the defendants billed Federally funded health programs for one-on-one therapy services when group therapy was performed or overbilled for one-on-one therapy services, and billed for unreimbursable unskilled physical therapy services. In June 2025, the Court granted the Company's motion to dismiss the second amended complaint, and allowed Ms. Kane a final opportunity to amend her lawsuit. In July 2025, Ms. Kane filed her third amended complaint, which contains substantially the same allegations as the second amended complaint. In August 2025, the Company filed a motion to dismiss the third amended complaint on multiple grounds. At this time, the Company is unable to predict the timing and outcome of this matter.
15.     Subsequent Events
On October 29, 2025, the Company’s Board of Directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about November 25, 2025, to stockholders of record as of the close of business on November 12, 2025.
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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read this discussion together with our unaudited condensed consolidated financial statements and accompanying notes.
Forward-Looking Statements
This report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “target,” “estimate,” “project,” “intend,” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, including our business strategy and means to implement our strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs, and sources of liquidity.
Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding our services, the expansion of our services, competitive conditions, and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:
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 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;
changes to United States tariff and import/export regulations and the impact on global economic conditions may have a negative effect on our business, financial condition, and results of operations;
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;
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the failure to maintain established relationships with the physicians in the areas we serve could reduce our revenue and profitability;
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 SEC, including factors discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our Quarterly Report on Form 10-Q.
Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance.
Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to securities analysts any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any securities analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of the Company.
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Overview
 We began operations in 1997 and, based on number of facilities, are one of the largest operators of critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation clinics in the United States. As of September 30, 2025, we had operations in 40 states and the District of Columbia. We operated 105 critical illness recovery hospitals in 29 states, 36 rehabilitation hospitals in 14 states, and 1,922 outpatient rehabilitation clinics in 39 states and the District of Columbia.
Our reportable segments include the critical illness recovery hospital segment, the rehabilitation hospital segment, and the outpatient rehabilitation segment. We had revenue of $4,056.2 million for the nine months ended September 30, 2025. Of this total, we earned approximately 46% of our revenue from our critical illness recovery hospital segment, approximately 23% from our rehabilitation hospital segment, and approximately 24% from our outpatient rehabilitation segment. Our critical illness recovery hospital segment consists of hospitals designed to serve the needs of patients recovering from critical illnesses, often with complex medical needs, and our rehabilitation hospital segment consists of hospitals designed to serve patients that require intensive physical rehabilitation care. Patients are typically admitted to our critical illness recovery hospitals and rehabilitation hospitals from general acute care hospitals. Our outpatient rehabilitation segment consists of clinics that provide physical, occupational, and speech rehabilitation services.
On July 26, 2024, Concentra Group Holdings Parent, Inc. (“Concentra”), a then wholly-owned subsidiary of Select, completed an initial public offering of 22,500,000 shares of its common stock, par value $0.01 per share, at an initial public offering price of $23.50 per share for net proceeds of $499.7 million after deducting underwriting discounts and commission of $29.1 million. In addition, the underwriters exercised the option to purchase an additional 750,000 shares of Concentra’s common stock for net proceeds of $16.7 million after deducting discounts and commission of $1.0 million. On November 25, 2024, Select completed a tax-free distribution of 104,093,503 shares of common stock of Concentra to its stockholders. Following the completion of the distribution, the Company no longer owns any shares of Concentra common stock. The results of Concentra are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for the three and nine months ended September 30, 2024.
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Non-GAAP Measure
We believe that the presentation of Adjusted EBITDA, as defined below, is important to investors because Adjusted EBITDA is commonly used as an analytical indicator of performance by investors within the healthcare industry. Adjusted EBITDA is used by management to evaluate financial performance and determine resource allocation for each of our segments. Adjusted EBITDA is not a measure of financial performance under GAAP. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA should not be considered in isolation, or as an alternative to, or substitute for, 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.
We define Adjusted EBITDA 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. We will refer to Adjusted EBITDA throughout the remainder of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following table reconciles income from continuing operations, net of tax, to Adjusted EBITDA and should be referenced when we discuss Adjusted EBITDA:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202520242025
 (in thousands)
Income from continuing operations, net of tax$41,276 $44,180 $140,443 $176,791 
Income tax expense from continuing operations4,374 11,749 49,269 45,494 
Interest expense31,379 30,021 100,054 89,071 
Equity in earnings of unconsolidated subsidiaries(33,069)(12,992)(53,481)(39,122)
Loss on early retirement of debt10,939 — 10,939 — 
Income from continuing operations before other income and expense54,899 72,958 247,224 272,234 
Stock compensation expense:    
Included in general and administrative10,961 3,448 32,517 9,714 
Included in cost of services2,247 807 6,382 2,465 
Depreciation and amortization34,930 34,442 106,583 104,098 
Concentra separation transaction costs861 — 1,696 — 
Adjusted EBITDA$103,898 $111,655 $394,402 $388,511 
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Summary Financial Results
Three Months Ended September 30, 2025
The following tables reconcile our segment performance measures to our consolidated operating results:
 Three Months Ended September 30, 2025
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
(in thousands)
Revenue$609,929 $328,607 $325,383 $99,526 $1,363,445 
Operating expenses(553,827)(260,651)(301,185)(140,382)(1,256,045)
Depreciation and amortization(16,146)(7,571)(9,082)(1,643)(34,442)
Income (loss) from continuing operations before other income and expense$39,956 $60,385 $15,116 $(42,499)$72,958 
Depreciation and amortization16,146 7,571 9,082 1,643 34,442 
Stock compensation expense— — — 4,255 4,255 
Adjusted EBITDA$56,102 $67,956 $24,198 $(36,601)$111,655 
Adjusted EBITDA margin9.2 %20.7 %7.4 %N/M8.2 %
 Three Months Ended September 30, 2024
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
(in thousands)
Revenue$582,950 $282,709 $312,042 $93,881 $1,271,582 
Operating expenses(533,220)(222,592)(283,723)(143,520)(1,183,055)
Depreciation and amortization(17,032)(6,829)(9,121)(1,948)(34,930)
Other operating income1,033 — — 269 1,302 
Income (loss) from continuing operations before other income and expense$33,731 $53,288 $19,198 $(51,318)$54,899 
Depreciation and amortization17,032 6,829 9,121 1,948 34,930 
Concentra separation transaction costs— — — 861 861 
Stock compensation expense— — — 13,208 13,208 
Adjusted EBITDA$50,763 $60,117 $28,319 $(35,301)$103,898 
Adjusted EBITDA margin8.7 %21.3 %9.1 %N/M8.2 %
Income from continuing operations, net of tax, was $44.2 million for the three months ended September 30, 2025, compared to $41.3 million for the three months ended September 30, 2024.
The following table summarizes changes in segment performance measures for the three months ended September 30, 2025, compared to the three months ended September 30, 2024:
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
Change in revenue4.6 %16.2 %4.3 %6.0 %7.2 %
Change in income from continuing operations before other income and expense18.5 %13.3 %(21.3)%N/M32.9 %
Change in Adjusted EBITDA10.5 %13.0 %(14.6)%N/M7.5 %
_______________________________________________________________________________
N/M    Not meaningful.

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Nine Months Ended September 30, 2025
The following tables reconcile our segment performance measures to our consolidated operating results:
 Nine Months Ended September 30, 2025
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
(in thousands)
Revenue$1,848,098 $949,770 $960,309 $298,019 $4,056,196 
Operating expenses(1,650,584)(740,343)(881,325)(409,204)(3,681,456)
Depreciation and amortization(49,415)(22,441)(27,191)(5,051)(104,098)
Other operating income1,520 — — 72 1,592 
Income (loss) from continuing operations before other income and expense$149,619 $186,986 $51,793 $(116,164)$272,234 
Depreciation and amortization49,415 22,441 27,191 5,051 104,098 
Stock compensation expense— — — 12,179 12,179 
Adjusted EBITDA$199,034 $209,427 $78,984 $(98,934)$388,511 
Adjusted EBITDA margin10.8 %22.1 %8.2 %N/M9.6 %
 Nine Months Ended September 30, 2024
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
(in thousands)
Revenue$1,843,751 $816,240 $930,696 $283,854 $3,874,541 
Operating expenses(1,608,248)(632,769)(848,678)(434,339)(3,524,034)
Depreciation and amortization(51,779)(21,185)(27,441)(6,178)(106,583)
Other operating income (loss)3,033 — (2)269 3,300 
Income (loss) from continuing operations before other income and expense$186,757 $162,286 $54,575 $(156,394)$247,224 
Depreciation and amortization51,779 21,185 27,441 6,178 106,583 
Concentra separation transaction costs— — — 1,696 1,696 
Stock compensation expense— — — 38,899 38,899 
Adjusted EBITDA$238,536 $183,471 $82,016 $(109,621)$394,402 
Adjusted EBITDA margin12.9 %22.5 %8.8 %N/M10.2 %
Income from continuing operations, net of tax, was $176.8 million for the nine months ended September 30, 2025, compared to $140.4 million for the nine months ended September 30, 2024.
The following table summarizes the changes in our segment performance measures for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024:
 Critical Illness Recovery HospitalRehabilitation HospitalOutpatient
Rehabilitation
OtherTotal
Change in revenue0.2 %16.4 %3.2 %5.0 %4.7 %
Change in income from continuing operations before other income and expense(19.9)%15.2 %(5.1)%N/M10.1 %
Change in Adjusted EBITDA(16.6)%14.1 %(3.7)%N/M(1.5)%
_______________________________________________________________________________
N/M    Not meaningful.
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Regulatory Changes
Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, contains a detailed discussion of the regulations that affect our business in Part I — Business — Government Regulations. The following is a discussion of some of the more significant healthcare regulatory changes that have affected our financial performance in the periods covered by this report, or are likely to affect our financial performance and financial condition in the future. The information below should be read in conjunction with the more detailed discussion of regulations contained in our Form 10-K.
Medicare Reimbursement
The Medicare program reimburses healthcare providers for services furnished to Medicare beneficiaries, which are generally persons age 65 and older, those who are chronically disabled, and those suffering from end stage renal disease. The program is governed by the Social Security Act of 1965 and is administered primarily by the Department of Health and Human Services (“HHS”) and CMS. Revenue generated directly from the Medicare program represented approximately 29% of our revenue for both the nine months ended September 30, 2025, and for the year ended December 31, 2024.
Federal Health Care Program Changes in Response to the COVID-19 Pandemic
On January 31, 2020, HHS declared a public health emergency under section 319 of the Public Health Service Act, 42 U.S.C. § 247d, in response to the COVID-19 outbreak in the United States. The HHS Secretary subsequently renewed the public health emergency determination for 90-day periods through May 11, 2023, the end of the public health emergency.
On March 13, 2020, President Trump declared a national emergency due to the COVID-19 pandemic and the HHS Secretary authorized the waiver or modification of certain requirements under Medicare, Medicaid, and the CHIP program pursuant to section 1135 of the Social Security Act. Under this authority, CMS issued a number of blanket waivers that excused health care providers and suppliers from specific program requirements. Our Annual Report on Form 10-K for the year ended December 31, 2023 contains a detailed discussion of blanket waivers and other actions by CMS in response to the COVID-19 pandemic that affected our operations in Part II — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Changes.
The American Relief Act, 2025 and Full-Year Continuing Appropriations and Extensions Act, 2025, further extended certain telehealth waivers to March 31, 2025 and September 30, 2025, respectively. CMS issued additional waivers to permit more than 150 additional services to be furnished by telehealth, allow physicians to monitor patient services remotely, and fulfill face-to-face requirements in IRFs. In the calendar year 2025 Medicare physician fee schedule (“MPFS”) final rule, CMS extended some of the telehealth flexibilities through December 31, 2025.
One Big Beautiful Bill Act
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (Pub. L. No. 119-21) (“OBBBA”) into law. OBBBA made several significant changes to Medicaid funding and coverage requirements beginning in 2027 that will impact many health care providers. The Congressional Budget Office (“CBO”) estimates that OBBBA will reduce federal funding for Medicaid and the Children’s Health Insurance Program by approximately $1 trillion over the next 10 years. The OBBBA includes significant proposed changes to Medicaid provider taxes, provider tax waivers and state directed payments (“SDPs”), including new limits on SDPs for inpatient hospital services, outpatient hospital services, and nursing facility services. Under OBBBA, SDP rates will now be capped and will reduce federal Medicaid spending by approximately $149 billion over 10 years. The passage of OBBBA will likely result in many states needing to reform their Medicaid programs to account for the reduced federal funding. Responses by individual states could include adjustments to provider tax assessments, cuts to their Medicaid reimbursement rates for providers, and eliminating Medicaid coverage for certain optional services or patient populations. At this time, we cannot estimate the OBBBA’s impact, nor can we predict the timing of that impact, on our future financial condition or results of operations; however, we may experience decreased reimbursement from governmental health care programs as a result. Additionally, as discussed below under the “Medicare Reimbursement of Outpatient Rehabilitation Clinic Services,” the OBBBA requires CMS to implement a statutory increase of 2.5% to the calendar year 2026 MPFS conversion factor.
The CBO sent an August 15, 2025 letter to Democratic budget and finance committee leaders in Congress estimating that OBBBA will increase the federal deficit by $2.1 trillion from 2025 to 2029 and by $3.4 trillion from 2025 to 2034, triggering Pay-As-You-Go (“PAYGO”) Act cuts to government spending through a sequestration provision. For Medicare spending, the cuts would be capped at 4%, an estimated $45 billion for fiscal year 2026. Sequestration currently reduces Medicare payments to all providers and suppliers by 2% but the cut will likely rise to 4% without relief from Congress. Congress has passed legislation to prevent PAYGO cuts in every other prior instance and would need to do so again to prevent a 4% cut in 2026.
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Medicare Reimbursement of LTCH Services
The following is a summary of significant regulatory changes to the Medicare prospective payment system for our critical illness recovery hospitals, which are certified by Medicare as LTCHs, which have affected our results of operations, as well as the policies and payment rates that may affect our future results of operations. Medicare payments to our critical illness recovery hospitals are made in accordance with the long-term care hospital prospective payment system (“LTCH-PPS”).
Fiscal Year 2024. On August 28, 2023, CMS published the final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2024 (affecting discharges and cost reporting periods beginning on or after October 1, 2023, through September 30, 2024). Certain errors in the final rule were corrected in documents published October 4, 2023 and November 9, 2023. The standard federal rate for fiscal year 2024 was set at $48,117, an increase from the standard federal rate applicable during fiscal year 2023 of $46,433. The update to the standard federal rate for fiscal year 2024 included a market basket increase of 3.5%, less a productivity adjustment of 0.2%. The standard federal rate also included an area wage budget neutrality factor of 1.0031599. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS was set at $59,873, an increase from the fixed-loss amount in the 2023 fiscal year of $38,518. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate was set at $42,750, an increase from the fixed-loss amount in the 2023 fiscal year of $38,788.
Fiscal Year 2025. On August 28, 2024, CMS published a final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2025 (affecting discharges and cost reporting periods beginning on or after October 1, 2024, through September 30, 2025). Certain errors in the final rule were corrected in a document published on October 2, 2024. In an interim final action document published on October 3, 2024, CMS also made modifications to the fiscal year 2025 policies and payment rates as a result of a recent decision issued by the United States Court of Appeals for the District of Columbia Circuit. The standard federal rate for fiscal year 2025 was set at $49,383, an increase from the standard federal rate applicable during fiscal year 2024 of $48,117. The update to the standard federal rate for fiscal year 2025 included a market basket increase of 3.5%, less a productivity adjustment of 0.5%. The standard federal rate also included an area wage budget neutrality factor of 0.9964315. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS was set at $77,048, an increase from the fixed-loss amount in the 2024 fiscal year of $59,873. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate was set at $46,217, an increase from the fixed-loss amount in the 2024 fiscal year of $42,750.
Fiscal Year 2026. On August 4, 2025, CMS published a final rule updating policies and payment rates for the LTCH-PPS for fiscal year 2026 (affecting discharges and cost reporting periods beginning on or after October 1, 2025, through September 30, 2026). The standard federal rate for fiscal year 2026 is $50,825, an increase from the standard federal rate applicable during fiscal year 2025 of $49,383. The update to the standard federal rate for fiscal year 2026 includes a market basket increase of 3.4%, less a productivity adjustment of 0.7%. The standard federal rate also includes an area wage budget neutrality factor of 1.0021275. The fixed-loss amount for high cost outlier cases paid under LTCH-PPS is $78,936, an increase from the fixed-loss amount in the 2025 fiscal year of $77,048. The fixed-loss amount for high cost outlier cases paid under the site-neutral payment rate is $40,397, a decrease from the fixed-loss amount in the 2025 fiscal year of $46,217.
Criteria for Reconciliation of Outlier Payments
Under the LTCH PPS, CMS makes two types of outlier payments to LTCHs. First, CMS makes additional payments to LTCHs for high cost outlier cases that have extraordinarily high costs relative to the costs of most discharges. For these cases, CMS sets a fixed loss amount each year that represents the maximum loss an LTCH will incur for a case before qualifying for a high cost outlier payment. A high cost outlier threshold equal to the LTCH PPS adjusted Federal payment for the case plus the fixed loss amount determines when Medicare pays a high cost outlier payment. Such payments are based on 80% of the estimated cost of the case above the high cost outlier threshold. Second, CMS reduces payments to LTCHs for patients with a relatively short stay, which is defined as a length of stay less than or equal to five-sixths of the geometric average length of stay for that particular MS-LTC-DRG. Short stay outlier cases are paid using a per diem rate based on 120% of the MS-LTC-DRG specific per diem amount and an IPPS per diem amount.
Outlier payments made to LTCHs during the cost reporting year may be reconciled at cost report settlement by the Medicare Administrative Contractor (“MAC”) if certain criteria are met. According to CMS, the reconciliation of outlier payments is intended to account for the fact that the LTCH’s cost-to-charge ratio (“CCR”) used to pay Medicare claims during the cost reporting year may differ from the LTCH’s final CCR for the year calculated by the MAC at cost report settlement. The outlier reconciliation criteria were: (1) a change in the LTCH’s CCR of 10 percentage points or more when comparing the actual CCR to the CCR used during the cost reporting period to make outlier payments; and (2) the LTCH received at least $500,000 in outlier payments during the cost reporting period. If the criteria for outlier reconciliation are met, the MAC will conduct an outlier reconciliation to determine whether the LTCH was overpaid or underpaid for outlier cases. If the LTCH was overpaid, the LTCH must repay Medicare in the amount of the overpayment plus the time value of money (i.e., interest). If the LTCH was underpaid, Medicare must pay the LTCH in the amount of the underpayment plus the time value of money.
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On April 26, 2024, CMS issued new guidance in Transmittal 12594 changing the criteria for LTCH outlier reconciliations. CMS modified the first criterion to a change in the LTCH’s CCR of 20 percent or more from the CCR used to make outlier payments during the cost reporting period. CMS did not change the second criterion for reconciliation that the LTCH must have received at least $500,000 in outlier payments during the cost reporting period. The revised policy was scheduled to be effective for cost reporting periods beginning on or after October 1, 2024. However, CMS recently issued Transmittal 13428 to delay the effective date by one year, for cost reporting periods beginning on or after October 1, 2025. MACs would receive the first cost reports subject to the revised policy in March 2027.
Setting the threshold at 20 percent for changes in the hospital’s CCR will result in more outlier reconciliations. This increases the likelihood that LTCHs will have a portion of their outlier payments recouped by the MAC at cost report settlement. Because outlier reconciliations often delay the final settlement of cost reports, and providers cannot appeal disputed reimbursement amounts until the cost report is settled, this new policy will likely result in additional delays of reimbursement appeals related to LTCH cost reports.
Medicare Reimbursement of IRF Services
The following is a summary of significant regulatory changes to the Medicare prospective payment system for our rehabilitation hospitals, which are certified by Medicare as IRFs, which have affected our results of operations, as well as the policies and payment rates that may affect our future results of operations. Medicare payments to our rehabilitation hospitals are made in accordance with the inpatient rehabilitation facility prospective payment system (“IRF-PPS”).
Fiscal Year 2024. On August 2, 2023, CMS published the final rule updating policies and payment rates for the IRF-PPS for fiscal year 2024 (affecting discharges and cost reporting periods beginning on or after October 1, 2023, through September 30, 2024). Certain errors in the final rule were corrected in a document published on October 4, 2023. The standard payment conversion factor for discharges for fiscal year 2024 was set at $18,541, an increase from the standard payment conversion factor applicable during fiscal year 2023 of $17,878. The update to the standard payment conversion factor for fiscal year 2024 included a market basket increase of 3.6%, less a productivity adjustment of 0.2%. CMS decreased the outlier threshold amount for fiscal year 2024 to $10,423 from $12,526 established in the final rule for fiscal year 2023.
Fiscal Year 2025. On August 6, 2024, CMS published the final rule to update policies and payment rates for the IRF-PPS for fiscal year 2025 (affecting discharges and cost reporting periods beginning on or after October 1, 2024, through September 30, 2025). Certain errors in the final rule were corrected in a document published on October 2, 2024. The standard payment conversion factor for discharges for fiscal year 2025 was set at $18,907, an increase from the standard payment conversion factor applicable during fiscal year 2024 of $18,541. The update to the standard payment conversion factor for fiscal year 2025 included a market basket increase of 3.5%, less a productivity adjustment of 0.5%. CMS increased the outlier threshold amount for fiscal year 2025 to $12,043 from $10,423 established in the final rule for fiscal year 2024.
Fiscal Year 2026. On August 5, 2025, CMS published a final rule to update policies and payment rates for the IRF-PPS for fiscal year 2026 (affecting discharges and cost reporting periods beginning on or after October 1, 2025, through September 30, 2026). The standard payment conversion factor for discharges for fiscal year 2026 was set at $19,371, an increase from the standard payment conversion factor applicable during fiscal year 2025 of $18,907. The update to the standard payment conversion factor for fiscal year 2026 included a market basket increase of 3.3%, less a productivity adjustment of 0.7%. CMS decreased the outlier threshold amount for fiscal year 2026 to $10,062 from $12,043 established in the final rule for fiscal year 2025.
Medicare Reimbursement of Outpatient Rehabilitation Clinic Services
Our Annual Report on Form 10-K for the year ended December 31, 2024 contains a detailed discussion of Medicare reimbursement that affects our outpatient rehabilitation clinic operations in Part I — Business — Government Regulations. Outpatient rehabilitation providers enroll in Medicare as a rehabilitation agency, a clinic, or a public health agency. The Medicare program reimburses outpatient rehabilitation providers based on the Medicare physician fee schedule.
For calendar year 2024, CMS expected that its final policies would result in a 3% decrease in Medicare payments for the therapy specialty. The policies CMS announced for the calendar year 2025 MPFS final rule reduced Medicare payments for the physical and occupational therapy services we provide by approximately 3%. Congress directed the Secretary to increase calendar year 2026 MPFS payments by 2.5% in section 71202 of OBBBA. In the calendar year 2026 MPFS proposed rule, CMS proposes to implement this OBBBA statutory 2.5% increase to the conversion factor for calendar year 2026, along with the two separate conversion factors based on alternative payment model (“APM”) participation as required under the Medicare Access and CHIP Reauthorization Act ("MACRA"). Starting in 2026 as required by MACRA, eligible professionals participating in an APM who meet certain criteria will receive an annual update of 0.75%, while all other professionals will receive an annual update of 0.25%. CMS expects that its proposed policies for 2026 will result in a 1% decrease in Medicare
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payments for the therapy specialty but it did not consider the statutory increases to the conversion factor and APM in its therapy specialty estimated impact. After factoring in these statutory increases, the calendar year 2026 MPFS final rule will increase Medicare payments for the physical and occupational therapy services we provide by approximately 2%.
CMS also proposes changes to the quality payment program, including changes to support the transition from the Merit‑Based Incentive Payment System (“MIPS”) to the MIPS Value Pathways (“MVPs”). First, CMS proposes revisions to the existing 21 MVPs that were adopted in the calendar years 2022-2025 final rules. CMS would remove certain measures and improvement activities from these MVPs and add other quality measures for MVP participants to choose from for data reporting. This proposal includes a new “Advancing Health and Wellness” subcategory with new measures to report under the improvement activities performance category. For the rehabilitative support for musculoskeletal care MVP, which is most applicable to clinicians who specialize in rehabilitation support for musculoskeletal care (including physical therapists and occupational therapists), CMS proposes to add two quality measures and three improvement activities, and remove one quality measure. CMS is also considering modifications to four qualified clinical data registry measures for this MVP. Finally, CMS proposes to add six new MVPs. If finalized, these new MVPs would be available for voluntary reporting for the calendar year 2026 performance period.
Modifiers to Identify Services of Physical Therapy Assistants or Occupational Therapy Assistants
Our Annual Report on Form 10-K for the year ended December 31, 2024, contains a detailed discussion of Medicare regulations concerning services provided by physical therapy assistants and occupational therapy assistants in Part I — Business — Government Regulations and in Part II — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Changes. There have been no significant updates to these regulations subsequently.
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Operating Statistics
The following table sets forth operating statistics for each of our segments for the periods presented. The operating statistics reflect data for the period of time we managed these operations. Our operating statistics include metrics we believe provide relevant insight about the number of facilities we operate, volume of services we provide to our patients, and average payment rates for services we provide. These metrics are utilized by management to monitor trends and performance in our businesses and therefore may be important to investors because management may assess our performance based in part on such metrics. Other healthcare providers may present similar statistics, and these statistics are susceptible to varying definitions. Our statistics as presented may not be comparable to other similarly titled statistics of other companies.
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202520242025
Critical illness recovery hospital data:    
Number of consolidated hospitals—start of period(1)
107 104 107 104 
Number of hospitals acquired— — 
Number of hospital start-ups— — — 
Number of hospitals closed/sold(1)— (2)— 
Number of consolidated hospitals—end of period(1)
106 105 106 105 
Available licensed beds(3)
4,512 4,451 4,512 4,451 
Admissions(3)(4)
8,676 8,859 27,093 27,176 
Patient days(3)(5)
270,760 265,730 844,623 835,970 
Average length of stay (days)(3)(6)
31 30 31 31 
Revenue per patient day(3)(7)
$2,145 $2,287 $2,175 $2,203 
Occupancy rate(3)(8)
65 %65 %68 %69 %
Percent patient days—Medicare(3)(9)
35 %34 %35 %35 %
Rehabilitation hospital data:
Number of consolidated hospitals—start of period(1)
21 24 21 23 
Number of hospitals acquired— — — — 
Number of hospital start-ups— 
Number of hospitals closed/sold— — — — 
Number of consolidated hospitals—end of period(1)
22 24 22 24 
Number of unconsolidated hospitals managed—end of period(2)
12 12 12 12 
Total number of hospitals (all)—end of period34 36 34 36 
Available licensed beds - consolidated hospitals(3)
1,589 1,696 1,589 1,696 
Available licensed beds - unconsolidated hospitals managed(12)
632 652 632 652 
Admissions(3)(4)
8,439 9,385 25,039 27,335 
Patient days(3)(5)
116,835 129,787 350,724 378,536 
Average length of stay (days)(3)(6)
14 14 14 14 
Revenue per patient day(3)(7)
$2,148 $2,254 $2,119 $2,242 
Occupancy rate(3)(8)
82 %83 %84 %82 %
Percent patient days—Medicare(3)(9)
48 %50 %48 %50 %
Outpatient rehabilitation data:  
Number of consolidated clinics—start of period1,625 1,620 1,633 1,617 
Number of clinics acquired
Number of clinic start-ups14 20 
Number of clinics closed/sold(4)(5)(27)(18)
Number of consolidated clinics—end of period1,627 1,623 1,627 1,623 
Number of unconsolidated clinics managed—end of period298 299 298 299 
Total number of clinics (all)—end of period1,925 1,922 1,925 1,922 
Number of visits(3)(10)
2,773,465 2,924,794 8,336,216 8,568,784 
Revenue per visit(3)(11)
$101 $100 $100 $101 



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_______________________________________________________________________________
(1)Represents the number of hospitals included in our consolidated financial results at the end of each period presented.
(2)Represents the number of hospitals which are managed by us at the end of each period presented. We have minority ownership interests in these businesses.
(3)Data excludes locations managed by the Company.
(4)Represents the number of patients admitted to our hospitals during the periods presented.
(5)Each patient day represents one patient occupying one bed for one day during the periods presented.
(6)Represents the average number of days in which patients were admitted to our hospitals. Average length of stay is calculated by dividing the number of patient days, as presented above, by the number of patients discharged from our hospitals during the periods presented.
(7)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 our hospitals, by the total number of patient days.
(8)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.
(9)Represents the portion of our patient days which are paid by Medicare. The Medicare patient day percentage is calculated by dividing the total number of patient days which are paid by Medicare by the total number of patient days, as presented above.
(10)Represents the number of visits in which patients were treated at our outpatient rehabilitation clinics during the periods presented.
(11)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.
(12)Represents the number of available licensed beds at hospitals which are managed by us at the end of each period presented. We own a minority interest in these businesses.

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Results of Operations
The following table outlines selected operating data as a percentage of revenue for the periods indicated:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202520242025
Revenue100.0 %100.0 %100.0 %100.0 %
Costs and expenses:
Cost of services, exclusive of depreciation and amortization(1)
89.3 89.2 87.2 88.1 
General and administrative3.7 2.9 3.8 2.7 
Depreciation and amortization2.7 2.5 2.8 2.6 
Total costs and expenses95.7 94.6 93.8 93.4 
Other operating income0.0 — 0.2 0.1 
Income from continuing operations before other income and expense4.3 5.4 6.4 6.7 
Loss on early retirement of debt(0.9)— (0.3)— 
Equity in earnings of unconsolidated subsidiaries2.6 1.0 1.4 1.0 
Interest expense(2.4)(2.3)(2.6)(2.2)
Income from continuing operations before income taxes3.6 4.1 4.9 5.5 
Income tax expense from continuing operations0.4 0.9 1.3 1.1 
Income from continuing operations, net of tax3.2 3.2 3.6 4.4 
Discontinued operations:
Income from discontinued business4.9 — 5.1 — 
Income tax expense from discontinued business1.8 — 1.2 — 
Income from discontinued operations, net of tax3.1 — 3.9 — 
Net income6.3 3.2 7.5 4.4 
Net income attributable to non-controlling interests1.9 1.1 1.6 1.3 
Net income attributable to Select Medical Holdings Corporation4.4 %2.1 %5.9 %3.1 %
_______________________________________________________________________________
(1)Cost of services includes personnel expense, facilities expense, and other operating costs.

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The following table summarizes selected financial data by segment for the periods indicated:
 Three Months Ended September 30,Nine Months Ended September 30,
 20242025% Change20242025% Change
 (in thousands, except percentages)
Revenue:      
Critical illness recovery hospital$582,950 $609,929 4.6 %$1,843,751 $1,848,098 0.2 %
Rehabilitation hospital282,709 328,607 16.2 816,240 949,770 16.4 
Outpatient rehabilitation312,042 325,383 4.3 930,696 960,309 3.2 
Other(1)
93,881 99,526 6.0 283,854 298,019 5.0 
Total Company$1,271,582 $1,363,445 7.2 %$3,874,541 $4,056,196 4.7 %
Income (loss) from continuing operations before other income and expense:      
Critical illness recovery hospital$33,731 $39,956 18.5 %$186,757 $149,619 (19.9)%
Rehabilitation hospital53,288 60,385 13.3 162,286 186,986 15.2 
Outpatient rehabilitation19,198 15,116 (21.3)54,575 51,793 (5.1)
Other(1)
(51,318)(42,499)N/M(156,394)(116,164)N/M
Total Company$54,899 $72,958 32.9 %$247,224 $272,234 10.1 %
Adjusted EBITDA:      
Critical illness recovery hospital$50,763 $56,102 10.5 %$238,536 $199,034 (16.6)%
Rehabilitation hospital60,117 67,956 13.0 183,471 209,427 14.1 
Outpatient rehabilitation28,319 24,198 (14.6)82,016 78,984 (3.7)
Other(1)
(35,301)(36,601)N/M(109,621)(98,934)N/M
Total Company$103,898 $111,655 7.5 %$394,402 $388,511 (1.5)%
Adjusted EBITDA margins:      
Critical illness recovery hospital8.7 %9.2 % 12.9 %10.8 % 
Rehabilitation hospital21.3 20.7 22.5 22.1 
Outpatient rehabilitation9.1 7.4  8.8 8.2  
Other(1)
N/MN/M N/MN/M 
Total Company8.2 %8.2 % 10.2 %9.6 % 
Total assets:      
Critical illness recovery hospital$2,658,301 $2,631,998  $2,658,301 $2,631,998  
Rehabilitation hospital1,294,125 1,478,363 1,294,125 1,478,363 
Outpatient rehabilitation1,414,009 1,415,655  1,414,009 1,415,655  
Other(1)
162,937 159,707  162,937 159,707  
Total Company$5,529,372 $5,685,723  $5,529,372 $5,685,723  
Purchases of property and equipment:      
Critical illness recovery hospital$16,208 $18,186 $49,765 $58,096 
Rehabilitation hospital10,595 25,608  32,514 82,878  
Outpatient rehabilitation8,402 8,959  26,064 27,850  
Other(1)
333 349  2,766 1,301  
Total Company$35,538 $53,102  $111,109 $170,125  
_______________________________________________________________________________
(1)    Other includes our corporate administration and shared services, as well as employee leasing services with our non-consolidating subsidiaries. Total assets include certain non-consolidating joint ventures and minority investments in other healthcare related businesses.
N/M    Not meaningful.
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Three Months Ended September 30, 2025, Compared to Three Months Ended September 30, 2024
For the three months ended September 30, 2025, we had revenue of $1,363.4 million and income from continuing operations before other income and expense of $73.0 million, as compared to revenue of $1,271.6 million and income from continuing operations before other income and expense of $54.9 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, Adjusted EBITDA was $111.7 million, with an Adjusted EBITDA margin of 8.2%, as compared to Adjusted EBITDA of $103.9 million and an Adjusted EBITDA margin of 8.2% for the three months ended September 30, 2024.
Revenue
Critical Illness Recovery Hospital Segment.    Revenue increased 4.6% to $609.9 million for the three months ended September 30, 2025, compared to $583.0 million for the three months ended September 30, 2024. The increase in revenue was attributable to revenue per patient day, which increased 6.6% to $2,287 for the three months ended September 30, 2025, compared to $2,145 for the three months ended September 30, 2024. The increase in revenue per patient day was partially driven by the deferral of the implementation of the 20 percent transmittal rule, as discussed further in Regulatory Changes, which resulted in a change in revenue estimates made in prior periods. Our patient days were 265,730 for the three months ended September 30, 2025, compared to 270,760 days for the three months ended September 30, 2024. Occupancy in our critical illness recovery hospitals was 65% for both the three months ended September 30, 2025 and 2024.
Rehabilitation Hospital Segment.    Revenue increased 16.2% to $328.6 million for the three months ended September 30, 2025, compared to $282.7 million for the three months ended September 30, 2024. The increase in revenue was principally attributable to our patient days, which increased 11.1% to 129,787 days for the three months ended September 30, 2025, compared to 116,835 days for the three months ended September 30, 2024. Revenue per patient day increased 4.9% to $2,254 for the three months ended September 30, 2025, compared to $2,148 for the three months ended September 30, 2024. Occupancy in our rehabilitation hospitals was 83% and 82% for the three months ended September 30, 2025 and 2024, respectively.
Outpatient Rehabilitation Segment.  Revenue increased 4.3% to $325.4 million for the three months ended September 30, 2025, compared to $312.0 million for the three months ended September 30, 2024. The increase in revenue was attributable to patient visits, which increased 5.5% to 2,924,794 visits for the three months ended September 30, 2025, compared to 2,773,465 visits for the three months ended September 30, 2024. Our revenue per visit was $100 for the three months ended September 30, 2025, compared to $101 for the three months ended September 30, 2024. The decrease in revenue per visit was primarily driven by a reduction in Medicare reimbursement and an unfavorable shift in payor mix.
Operating Expenses
Our operating expenses consist principally of cost of services and general and administrative expenses. Our operating expenses were $1,256.0 million, or 92.1% of revenue, for the three months ended September 30, 2025, compared to $1,183.1 million, or 93.0% of revenue, for the three months ended September 30, 2024. Our cost of services, a major component of which is labor expense, was $1,216.0 million, or 89.2% of revenue, for the three months ended September 30, 2025, compared to $1,135.7 million, or 89.3% of revenue, for the three months ended September 30, 2024. General and administrative expenses were $40.1 million, or 2.9% of revenue, for the three months ended September 30, 2025, compared to $47.3 million, or 3.7% of revenue, for the three months ended September 30, 2024. The decrease in general and administrative expenses was principally attributable to lower stock compensation expense as a result of modifications to our restricted stock awards which occurred in November 2024 in connection with the Company’s spin-off of Concentra.
Other Operating Income
For the three months ended September 30, 2024, we had other operating income of $1.3 million.
Adjusted EBITDA
Critical Illness Recovery Hospital Segment.    Adjusted EBITDA increased 10.5% to $56.1 million for the three months ended September 30, 2025, compared to $50.8 million for the three months ended September 30, 2024. Our Adjusted EBITDA margin for the critical illness recovery hospital segment was 9.2% for the three months ended September 30, 2025, compared to 8.7% for the three months ended September 30, 2024. The increases in our Adjusted EBITDA and Adjusted EBITDA margin during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were principally attributable to an increase in revenue.
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Rehabilitation Hospital Segment.    Adjusted EBITDA increased 13.0% to $68.0 million for the three months ended September 30, 2025, compared to $60.1 million for the three months ended September 30, 2024. Our Adjusted EBITDA margin for the rehabilitation hospital segment was 20.7% for the three months ended September 30, 2025, compared to 21.3% for the three months ended September 30, 2024. The increase in Adjusted EBITDA for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, was principally attributable to an increase in revenue.
Outpatient Rehabilitation Segment.    Adjusted EBITDA was $24.2 million for the three months ended September 30, 2025, compared to $28.3 million for the three months ended September 30, 2024. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 7.4% for the three months ended September 30, 2025, compared to 9.1% for the three months ended September 30, 2024. The decreases in our Adjusted EBITDA and Adjusted EBITDA margin for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, were principally attributable to an increase in operating expenses, primarily personnel expense, and partially offset by an increase in revenue.
Depreciation and Amortization
Depreciation and amortization expense was $34.4 million for the three months ended September 30, 2025, compared to $34.9 million for the three months ended September 30, 2024.
Income from Continuing Operations before Other Income and Expense
For the three months ended September 30, 2025, we had income from continuing operations before other income and expense of $73.0 million, compared to $54.9 million for the three months ended September 30, 2024. The increase in income from continuing operations before other income and expense is principally attributable to the increase in revenue within our Rehabilitation Hospital segment and Critical Illness Recovery Hospital segment, as discussed above under “Revenue”.
Loss on Early Retirement of Debt
For the three months ended September 30, 2024, we had a loss on early retirement of debt of $10.9 million related to the prepayment on our term loan and the amendment to the Select credit agreement.
Equity in Earnings of Unconsolidated Subsidiaries
For the three months ended September 30, 2025, we had equity in earnings of unconsolidated subsidiaries of $13.0 million, compared to $33.1 million for the three months ended September 30, 2024. The decrease in equity in earnings of unconsolidated subsidiaries is principally due to a gain recognized during the three months ended September 30, 2024, upon gaining a controlling financial interest in a previously unconsolidated subsidiary.
Interest
Interest expense was $30.0 million for the three months ended September 30, 2025, compared to $31.4 million for the three months ended September 30, 2024.
Income Tax Expense from Continuing Operations
We recorded income tax expense of $11.7 million for the three months ended September 30, 2025, which represented an effective tax rate of 21.0%. We recorded income tax expense of $4.4 million for the three months ended September 30, 2024, which represented an effective tax rate of 9.6%. Our income tax expense is computed based on annual estimates which we allocate throughout the year based on our projected income. Changes in our estimate of projected income can result in variability in our income tax expense and effective tax rate from period to period.
Income from Discontinued Operations, Net of Tax
For the three months ended September 30, 2024, we had income from discontinued operations, net of tax, of $39.7 million, which represents the operations of Concentra.
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Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024
For the nine months ended September 30, 2025, we had revenue of $4,056.2 million and income from continuing operations before other income and expense of $272.2 million, as compared to revenue of $3,874.5 million and income from continuing operations before other income and expense of $247.2 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, Adjusted EBITDA was $388.5 million, with an Adjusted EBITDA margin of 9.6%, as compared to Adjusted EBITDA of $394.4 million and an Adjusted EBITDA margin of 10.2% for the nine months ended September 30, 2024, respectively.
Revenue
Critical Illness Recovery Hospital Segment.    Revenue increased to $1,848.1 million for the nine months ended September 30, 2025, compared to $1,843.8 million for the nine months ended September 30, 2024. Our revenue per patient day increased 1.3% to $2,203 for the nine months ended September 30, 2025, compared to $2,175 for the nine months ended September 30, 2024. Our patient days were 835,970 for the nine months ended September 30, 2025, compared to 844,623 days for the nine months ended September 30, 2024. Occupancy in our critical illness recovery hospitals was 69% and 68% for the nine months ended September 30, 2025 and 2024, respectively.
Rehabilitation Hospital Segment.    Revenue increased 16.4% to $949.8 million for the nine months ended September 30, 2025, compared to $816.2 million for the nine months ended September 30, 2024. The increase in revenue was attributable to an increase in patient days and an increase in revenue per patient day. Our patient days increased 7.9% to 378,536 days for the nine months ended September 30, 2025, compared to 350,724 days for the nine months ended September 30, 2024. Revenue per patient day increased 5.8% to $2,242 for the nine months ended September 30, 2025, compared to $2,119 for the nine months ended September 30, 2024. Occupancy in our rehabilitation hospitals was 82% and 84% for the nine months ended September 30, 2025 and 2024, respectively.
Outpatient Rehabilitation Segment.    Revenue increased 3.2% to $960.3 million for the nine months ended September 30, 2025, compared to $930.7 million for the nine months ended September 30, 2024. The increase in revenue was principally attributable to patient visits, which increased 2.8% to 8,568,784 visits for the nine months ended September 30, 2025, compared to 8,336,216 visits for the nine months ended September 30, 2024. Our revenue per visit increased 1.0% to $101 for the nine months ended September 30, 2025, compared to $100 for the nine months ended September 30, 2024.
Operating Expenses
Our operating expenses consist principally of cost of services and general and administrative expenses. Our operating expenses were $3,681.5 million, or 90.8% of revenue, for the nine months ended September 30, 2025, compared to $3,524.0 million, or 91.0% of revenue, for the nine months ended September 30, 2024. Our cost of services, a major component of which is labor expense, was $3,572.7 million, or 88.1% of revenue, for the nine months ended September 30, 2025, compared to $3,378.4 million, or 87.2% of revenue, for the nine months ended September 30, 2024. The increase in our cost of services relative to our revenue was principally attributable to the operating performance of our Critical Illness Recovery Hospital segment and Outpatient Rehabilitation segment. General and administrative expenses were $108.7 million, or 2.7% of revenue, for the nine months ended September 30, 2025, compared to $145.7 million, or 3.8% of revenue, for the nine months ended September 30, 2024. The decrease in general and administrative expenses was principally attributable to lower stock compensation expense as a result of modifications to our restricted stock awards which occurred in November 2024 in connection with the Company’s spin-off of Concentra and a reduction in personnel expense related to accrued bonus.
Other Operating Income
For the nine months ended September 30, 2025, we had other operating income of $1.6 million, compared to $3.3 million for the nine months ended September 30, 2024.
Adjusted EBITDA
Critical Illness Recovery Hospital Segment.   Adjusted EBITDA was $199.0 million for the nine months ended September 30, 2025, compared to $238.5 million for the nine months ended September 30, 2024. Our Adjusted EBITDA margin for the critical illness recovery hospital segment was 10.8% for the nine months ended September 30, 2025, compared to 12.9% for the nine months ended September 30, 2024. The decreases in our Adjusted EBITDA and Adjusted EBITDA margin during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, were principally due to an increase in operating expenses.


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Rehabilitation Hospital Segment.    Adjusted EBITDA increased 14.1% to $209.4 million for the nine months ended September 30, 2025, compared to $183.5 million for the nine months ended September 30, 2024. Our Adjusted EBITDA margin for the rehabilitation hospital segment was 22.1% for the nine months ended September 30, 2025, compared to 22.5% for the nine months ended September 30, 2024. The increase in our Adjusted EBITDA for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was principally attributable to an increase in revenue.
Outpatient Rehabilitation Segment.    Adjusted EBITDA was $79.0 million for the nine months ended September 30, 2025, compared to $82.0 million for the nine months ended September 30, 2024. Our Adjusted EBITDA margin for the outpatient rehabilitation segment was 8.2% for the nine months ended September 30, 2025, compared to 8.8% for the nine months ended September 30, 2024. The decreases in our Adjusted EBITDA and Adjusted EBITDA margin during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was principally attributable to an increase in personnel expense, partially offset by an increase in revenue.
Depreciation and Amortization
Depreciation and amortization expense was $104.1 million for the nine months ended September 30, 2025, compared to $106.6 million for the nine months ended September 30, 2024.
Income from Continuing Operations before Other Income and Expense
For the nine months ended September 30, 2025, we had income from continuing operations before other income and expense of $272.2 million, compared to $247.2 million for the nine months ended September 30, 2024. The increase in income from continuing operations before other income and expense is attributable to an increase in revenue within our Rehabilitation Hospital segment, as well as a decrease in general and administrative expenses.
Loss on Early Retirement of Debt
For the nine months ended September 30, 2024, we had a loss on early retirement of debt of $10.9 million, related to the prepayment on our term loan and the amendment to the Select credit agreement.
Equity in Earnings of Unconsolidated Subsidiaries
For the nine months ended September 30, 2025, we had equity in earnings of unconsolidated subsidiaries of $39.1 million, compared to $53.5 million for the nine months ended September 30, 2024. The decrease in equity in earnings of unconsolidated subsidiaries is principally due to a gain recognized during the three months ended September 30, 2024, upon gaining a controlling financial interest in a previously unconsolidated subsidiary. This was partially offset by improved operating performance of our rehabilitation businesses in which we are a minority owner.
Interest
Interest expense was $89.1 million for the nine months ended September 30, 2025, compared to $100.1 million for the nine months ended September 30, 2024. The decrease in interest expense was principally due to a reduction in total debt, partially offset by an increase in our effective interest rate resulting from the impact of our interest rate cap.
Income Tax Expense from Continuing Operations
We recorded income tax expense of $45.5 million for the nine months ended September 30, 2025, which represented an effective tax rate of 20.5%. We recorded income tax expense of $49.3 million for the nine months ended September 30, 2024, which represented an effective tax rate of 26.0%. The decrease in our effective tax rate was primarily due to lower permanent differences and lower state and local taxes associated with reduced executive compensation.
Income from Discontinued Operations, Net of Tax
For the nine months ended September 30, 2024, we had income from discontinued operations, net of tax, of $152.5 million, which represents the operations of Concentra.
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Liquidity and Capital Resources
Cash Flows for the Nine Months Ended September 30, 2025 and Nine Months Ended September 30, 2024
In the following, we discuss cash flows from operating activities, investing activities, and financing activities.
 Nine Months Ended September 30,
 20242025
 (in thousands)
Net cash provided by operating activities$392,432 $282,142 
Net cash used in investing activities(156,818)(149,594)
Net cash used in financing activities(128,152)(132,188)
Net increase in cash and cash equivalents107,462 360 
Cash and cash equivalents at beginning of period84,006 59,694 
Cash and cash equivalents at end of period$191,468 $60,054 
Operating activities provided $282.1 million of cash flows for the nine months ended September 30, 2025, compared to $392.4 million of cash flows provided by operating activities for the nine months ended September 30, 2024. The decrease in cash flows provided by operating activities year over year was principally driven by the decrease in cash flows from our discontinued operations, partially offset by increases in our Income from continuing operations, net of tax, and our net working capital.
Our days sales outstanding was 56 days at September 30, 2025, compared to 58 days at December 31, 2024. Our days sales outstanding was 60 days at September 30, 2024, compared to 55 days at December 31, 2023. Our days sales outstanding will fluctuate based upon variability in our collection cycles and patient volumes.
Investing activities used $149.6 million of cash flows for the nine months ended September 30, 2025, principally for the purchase of property and equipment. The principal source of cash was proceeds from sales and exchanges of assets of $22.1 million. Investing activities used $156.8 million of cash flows for the nine months ended September 30, 2024. The principal uses of cash were $158.7 million for purchases of property and equipment, and $2.3 million for investments in and acquisitions of businesses.
Financing activities used $132.2 million of cash flows for the nine months ended September 30, 2025. The principal uses of cash were $99.5 million for repurchases of common stock, $48.8 million for distributions to and purchases of non-controlling interests, a decrease in our overdrafts of $25.8 million, and $23.7 million of dividend payments to common stockholders. The principal sources of cash were net borrowings under our revolving facility of $45.0 million, net borrowings on other debt of $15.6 million, and proceeds of $13.0 million from the issuance of non-controlling interests. Financing activities used $128.2 million of cash flows for the nine months ended September 30, 2024. The principal uses of cash were payments of $1,719.5 million on our term loan, $270.0 million of net repayments under our revolving facilities, $48.5 million of dividend payments to common stockholders, and $35.8 million for distributions to and purchases of non-controlling interests. The principal sources of cash were net proceeds from Concentra’s term loans of $836.7 million, net proceeds from the issuance of Concentra’s 6.875% senior notes of $637.3 million, and net proceeds from Concentra’s equity issuance of $511.2 million.





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Capital Resources
Working capital.  We had net working capital of $80.9 million at September 30, 2025, compared to $42.1 million at December 31, 2024. The increase in net working capital was principally due to decreases in our accrued other and accrued payroll.
Credit facilities. At September 30, 2025, Select had outstanding borrowings under its credit facilities consisting of a $1,042.1 million term loan (excluding unamortized original issue discounts and debt issuance costs of $7.4 million) and borrowings of $150.0 million under its revolving facility. At September 30, 2025, Select had $419.1 million of availability under its revolving facility after giving effect to $30.9 million of outstanding letters of credit.
Stock Repurchase Program.  Holdings’ Board of Directors has authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. On October 29, 2025, the Board of Directors extended the common stock repurchase program from December 31, 2025, to December 31, 2027. The common stock repurchase program will remain in effect until then, 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 Holdings deems appropriate. Holdings funds this program with cash on hand and borrowings under its revolving facility. During the nine months ended September 30, 2025, Holdings repurchased 6,375,512 shares at a cost of approximately $96.5 million, or $15.13 per share, which includes transaction costs. Since the inception of the program through September 30, 2025, Holdings 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. As of September 30, 2025, $0.9 million has been accrued for the 1% excise tax as a cost of the stock repurchase.
Use of Capital Resources.  We may from time to time pursue opportunities to develop new joint venture relationships with large, regional health systems and other healthcare providers. We also intend to open new outpatient rehabilitation clinics in local areas that we currently serve where we can benefit from existing referral relationships and brand awareness to produce incremental growth. In addition to our development activities, we may grow through opportunistic acquisitions.
Liquidity
We believe our internally generated cash flows and borrowing capacity under our revolving facility will allow us to finance our operations in both the short and long term. As of September 30, 2025, we had cash and cash equivalents of $60.1 million and $419.1 million of availability under our revolving facilities after giving effect to $150.0 million of outstanding borrowings and $30.9 million of outstanding letters of credit.
We may from time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases or exchanges, if any, may be funded from operating cash flows or other sources and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Dividend
On February 13, 2025, April 30, 2025, and July 30, 2025, our Board of Directors declared a cash dividend of $0.0625 per share. On March 13, 2025, May 29, 2025, and August 28, 2025, cash dividends totaling $8.1 million, $7.9 million, and $7.7 million were paid.
On October 29, 2025, our Board of Directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about November 25, 2025 to stockholders of record as of the close of business on November 12, 2025.
There is no assurance that future dividends will be declared. The declaration and payment of dividends in the future are at the discretion of our Board of Directors after taking into account various factors, including, but not limited to, our financial condition, operating results, available cash and current and anticipated cash needs, the terms of our indebtedness, and other factors our Board of Directors may deem to be relevant.
Effects of Inflation
The healthcare industry is labor intensive and our largest expenses are labor related costs. Wage and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. We have recently experienced higher labor costs related to an inflationary environment and competitive labor market. In addition, suppliers have passed along rising costs to us in the form of higher prices. Higher prices could also result from the impact of proposed tariffs. We cannot predict our ability to pass along cost increases to our customers.
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Recent Accounting Pronouncements
Refer to Note 2 – Accounting Policies of the notes to our condensed consolidated financial statements included herein for information regarding recent accounting pronouncements.
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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to interest rate risk in connection with our variable rate long-term indebtedness. Our principal interest rate exposure relates to the loans outstanding under our credit facilities, which bear interest rates that are indexed against Term SOFR.
At September 30, 2025, Select had outstanding borrowings under its Credit Facilities consisting of a $1,042.1 million term loan (excluding unamortized original issue discounts and debt issuance costs of $7.4 million) and $150.0 million of borrowings under its revolving facility, which bear interest at variable rates.
In order to mitigate our exposure to rising interest rates, we entered into an interest rate cap effective on March 31, 2025, which limits the Term SOFR rate to 4.5% on $1.0 billion of principal outstanding under our term loan. The agreement applies to interest payments through March 31, 2028. As of September 30, 2025, the Term SOFR rate was 4.13%. As of September 30, 2025, we had $42.1 million of term loan borrowings which would be subject to variable interest rates if the Term SOFR rate were to exceed 4.5%.
As of September 30, 2025, the first 0.25% increase in market interest rates will impact the annual interest expense on our variable rate debt by $3.0 million. The next 0.25% increase in market interest rates will impact the annual interest expense on our variable rate debt by $1.7 million, as it would be partially hedged by our interest rate cap. Each subsequent 0.25% increase in market interest rates will be mitigated by our interest rate cap, and will impact the annual interest expense on our variable rate debt by $0.5 million.
ITEM 4.  CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered in this report. Based on this evaluation, as of September 30, 2025, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures, including the accumulation and communication of disclosure to our principal executive officer and principal financial officer as appropriate to allow timely decisions regarding disclosure, are effective to provide reasonable assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized, and reported within the time periods specified in the relevant SEC rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) identified in connection with the evaluation required by Rule 13a-15(d) of the Securities Exchange Act of 1934 that occurred during the third quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.
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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to the “Litigation” section contained within Note 14 – Commitments and Contingencies of the notes to our condensed consolidated financial statements included herein.
ITEM 1A. RISK FACTORS
There have been no material changes from our risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the six months ended June 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer
Holdings’ Board of Directors authorized a common stock repurchase program to repurchase up to $1.0 billion worth of shares of its common stock. On October 29, 2025, the Board of Directors extended the common stock repurchase program from December 31, 2025, to December 31, 2027. The common stock repurchase program will remain in effect until then, 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 Holdings deems appropriate.
The following table provides information regarding repurchases of our common stock during the three months ended September 30, 2025.
 Total Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs
July 1 - July 31, 2025— $— — $303,223,970 
August 1 - August 31, 2025(1)
156,670 12.57 — 303,223,970 
September 1 - September 30, 2025— — — 303,223,970 
Total156,670 $12.57 — $303,223,970 
_____________________________________________________________________________
(1)    The shares purchased represent common stock surrendered to us to satisfy tax withholding obligations associated with the vesting of restricted shares issued to employees, pursuant to the provisions of our equity incentive plans.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
On September 12, 2025, Robert Ortenzio, the Company’s Executive Chairman and Co-Founder, terminated his trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan was originally adopted on December 5, 2024 and provided for the potential sale, subject to certain price limits, of up to 600,000 shares of common stock for Robert Ortenzio and up to 125,000 shares for Robert A Ortenzio Descendants Trust DTD 12/23/2002, until March 14, 2026, or upon the earlier completion of all authorized transactions thereunder.
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ITEM 6. EXHIBITS
NumberDescription
10.1
Form of Director and Officer Indemnification Agreement.
10.2
Offer Letter, by and between Select and Thomas P. Mullin, dated September 1, 2025.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer, and Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 SELECT MEDICAL HOLDINGS CORPORATION
  
  
 By:/s/ Michael F. Malatesta
  Michael F. Malatesta
  Executive Vice President and Chief Financial Officer
  (Duly Authorized Officer)
   
 By:/s/ Christopher S. Weigl
  Christopher S. Weigl
  Senior Vice President, Controller & Chief Accounting Officer
  (Principal Accounting Officer)
 
Dated:  October 30, 2025
45

FAQ

What were SEM (Select Medical) Q3 2025 revenues and profits?

Q3 revenue was $1,363,445 thousand. Income from continuing operations, net of tax, was $44,180 thousand, with EPS from continuing operations of $0.23.

How did SEM’s Q3 2025 results compare year over year?

Revenue increased to $1,363,445 thousand from $1,271,582 thousand, and EPS from continuing operations rose to $0.23 from $0.19.

What were SEM’s segment revenues in Q3 2025?

Critical Illness Recovery Hospitals: $609,929 thousand; Rehabilitation Hospitals: $328,607 thousand; Outpatient Rehabilitation: $325,383 thousand.

What was SEM’s Adjusted EBITDA in Q3 2025?

Adjusted EBITDA was $111,655 thousand, up from $103,898 thousand in the prior-year period.

What are SEM’s year-to-date (nine months) 2025 results?

Revenue was $4,056,196 thousand, income from continuing operations, net of tax, was $176,791 thousand, and EPS from continuing operations was $1.00.

How strong was SEM’s cash generation and investment in 2025 to date?

Net cash provided by operating activities was $282,142 thousand, and capital expenditures totaled $170,125 thousand.

How many SEM shares were outstanding at quarter-end?

As of September 30, 2025, SEM had 123,817,591 shares outstanding.
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1.77B
104.84M
15.07%
82.7%
2.88%
Medical Care Facilities
Services-hospitals
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United States
MECHANICSBURG