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 March 31, 2022

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)

Delaware	20-1764048
(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)

(717) 972-1100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SEM	New 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 filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller 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 April 30, 2022, Select Medical Holdings Corporation had outstanding 130,627,340 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. Any reference to “Concentra” refers to Concentra Group Holdings Parent, LLC (“Concentra Group Holdings Parent”) and its subsidiaries, including Concentra Inc. References to the “Company,” “we,” “us,” and “our” refer collectively to Holdings, Select, and Concentra.

1

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	7
	Notes to condensed consolidated financial statements	8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM 4.	CONTROLS AND PROCEDURES	38
PART II	OTHER INFORMATION	39
ITEM 1.	LEGAL PROCEEDINGS	39
ITEM 1A.	RISK FACTORS	39
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	39
ITEM 4.	MINE SAFETY DISCLOSURES	39
ITEM 5.	OTHER INFORMATION	39
ITEM 6.	EXHIBITS	40
SIGNATURES

2

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, 2021		March 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	74,310	$	130,881
Accounts receivable	889,303		941,434
Prepaid income taxes	55,620		40,761
Other current assets	120,206		137,775
Total Current Assets	1,139,439		1,250,851
Operating lease right-of-use assets	1,078,754		1,102,710
Property and equipment, net	961,467		952,926
Goodwill	3,448,912		3,465,456
Identifiable intangible assets, net	374,879		368,850
Other assets	356,720		395,151
Total Assets	$	7,360,171	$	7,535,944
LIABILITIES AND EQUITY
Current Liabilities:
Overdrafts	$	42,353	$	34,745
Current operating lease liabilities	229,334		234,420
Current portion of long-term debt and notes payable	17,572		24,513
Accounts payable	233,844		238,150
Accrued payroll	247,292		242,749
Accrued vacation	144,048		148,114
Accrued interest	29,002		9,932
Accrued other	244,312		232,297
Government advances	83,790		20,862
Unearned government assistance	93		194
Income taxes payable	1,437		3,175
Total Current Liabilities	1,273,077		1,189,151
Non-current operating lease liabilities	916,540		938,423
Long-term debt, net of current portion	3,556,385		3,738,299
Non-current deferred tax liability	142,792		156,407
Other non-current liabilities	106,442		105,098
Total Liabilities	5,995,236		6,127,378
Commitments and contingencies (Note 14)
Redeemable non-controlling interests	39,033		41,670
Stockholders’ Equity:
Common stock, $0.001 par value, 700,000,000 shares authorized, 133,884,817 and 131,769,303 shares issued and outstanding at 2021 and 2022, respectively	134		132
Capital in excess of par	504,314		489,794
Retained earnings	593,251		596,079
Accumulated other comprehensive income	12,282		52,135
Total Stockholders’ Equity	1,109,981		1,138,140
Non-controlling interests	215,921		228,756
Total Equity	1,325,902		1,366,896
Total Liabilities and Equity	$	7,360,171	$	7,535,944

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

3

Select Medical Holdings Corporation

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share amounts)

	For the Three Months Ended March 31,
	2021		2022
Revenue	$	1,546,463	$	1,599,547
Costs and expenses:
Cost of services, exclusive of depreciation and amortization	1,293,449		1,407,010
General and administrative	35,403		37,513
Depreciation and amortization	49,620		51,039
Total costs and expenses	1,378,472		1,495,562
Other operating income	34,021		—
Income from operations	202,012		103,985
Other income and expense:
Equity in earnings of unconsolidated subsidiaries	9,919		5,397
Interest income	4,749		—
Interest expense	(34,402)		(35,514)
Income before income taxes	182,278		73,868
Income tax expense	45,064		17,942
Net income	137,214		55,926
Less: Net income attributable to non-controlling interests	26,668		6,809
Net income attributable to Select Medical Holdings Corporation	$	110,546	$	49,117
Earnings per common share (Note 13):
Basic and diluted	$	0.82	$	0.37

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

4

Select Medical Holdings Corporation

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in thousands)

	For the Three Months Ended March 31,
	2021		2022
Net income	$	137,214	$	55,926
Other comprehensive income, net of tax:
Gain on interest rate cap cash flow hedge	8,151		39,814
Reclassification adjustment for losses (gains) included in net income	—		39
Net change, net of tax benefit (expense) of $(2,834) and $(13,284)	8,151		39,853
Comprehensive income	145,365		95,779
Less: Comprehensive income attributable to non-controlling interests	26,668		6,809
Comprehensive income attributable to Select Medical Holdings Corporation	$	118,697	$	88,970

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

5

Select Medical Holdings Corporation

Condensed Consolidated Statements of Changes in Equity and Income

(unaudited)

(in thousands)

	For the Three Months Ended March 31, 2022
		Total Stockholders’ Equity
	Common Stock Issued	Common Stock Par Value		Capital in Excess of Par		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2021	133,884	$	134	$	504,314	$	593,251	$	12,282	$	1,109,981	$	215,921	$	1,325,902
Net income attributable to Select Medical Holdings Corporation						49,117				49,117				49,117
Net income attributable to non-controlling interests										—		4,891		4,891
Cash dividends declared for common stockholders ($0.125 per share)						(16,691)				(16,691)				(16,691)
Issuance of restricted stock	13	0		0						—				—
Vesting of restricted stock				8,288						8,288				8,288
Repurchase of common shares	(2,128)	(2)		(23,459)		(28,215)				(51,676)				(51,676)
Issuance of non-controlling interests				651						651		4,578		5,229
Non-controlling interests acquired in business combination, measurement period adjustment										—		12,463		12,463
Distributions to and purchases of non-controlling interests										—		(9,097)		(9,097)
Redemption value adjustment on non-controlling interests						(1,381)				(1,381)				(1,381)
Other comprehensive income								39,853		39,853				39,853
Other						(2)				(2)				(2)
Balance at March 31, 2022	131,769	$	132	$	489,794	$	596,079	$	52,135	$	1,138,140	$	228,756	$	1,366,896

	For the Three Months Ended March 31, 2021
		Total Stockholders’ Equity
	Common Stock Issued	Common Stock Par Value		Capital in Excess of Par		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2020	134,850	$	135	$	509,128	$	553,244	$	(2,027)	$	1,060,480	$	192,493	$	1,252,973
Net income attributable to Select Medical Holdings Corporation						110,546				110,546				110,546
Net income attributable to non-controlling interests										—		17,042		17,042
Issuance of restricted stock	2	0		0						—				—
Forfeitures of unvested restricted stock	(14)	0		0						—				—
Vesting of restricted stock				6,173						6,173				6,173
Non-controlling interests acquired in business combination										—		8,193		8,193
Distributions to and purchases of non-controlling interests				(787)						(787)		(13,458)		(14,245)
Redemption value adjustment on non-controlling interests						(38,405)				(38,405)				(38,405)
Other comprehensive income								8,151		8,151				8,151
Other				(178)		(4)				(182)		371		189
Balance at March 31, 2021	134,838	$	135	$	514,336	$	625,381	$	6,124	$	1,145,976	$	204,641	$	1,350,617

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

6

Select Medical Holdings Corporation

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

	For the Three Months Ended March 31,
	2021		2022
Operating activities
Net income	$	137,214	$	55,926
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from unconsolidated subsidiaries	11,633		7,486
Depreciation and amortization	49,620		51,039
Provision for expected credit losses	67		94
Equity in earnings of unconsolidated subsidiaries	(9,919)		(5,397)
Loss (gain) on sale or disposal of assets	72		(23)
Stock compensation expense	6,709		8,823
Amortization of debt discount, premium and issuance costs	543		558
Deferred income taxes	(897)		420
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable	(60,142)		(52,225)
Other current assets	(4,425)		(1,819)
Other assets	961		2,686
Accounts payable	23,460		16,074
Accrued expenses	21,167		(31,076)
Government advances	—		(62,928)
Unearned government assistance	19,207		101
Income taxes	44,618		16,598
Net cash provided by operating activities	239,888		6,337
Investing activities
Business combinations, net of cash acquired	(6,314)		(5,186)
Purchases of property and equipment	(39,719)		(46,845)
Investment in businesses	(6,571)		(3,337)
Proceeds from sale of assets	19		37
Net cash used in investing activities	(52,585)		(55,331)
Financing activities
Borrowings on revolving facilities	—		280,000
Payments on revolving facilities	—		(100,000)
Borrowings of other debt	8,915		15,794
Principal payments on other debt	(9,342)		(9,188)
Dividends paid to common stockholders	—		(16,691)
Repurchase of common stock	—		(51,676)
Decrease in overdrafts	—		(7,608)
Proceeds from issuance of non-controlling interests	—		5,229
Distributions to and purchases of non-controlling interests	(13,663)		(10,295)
Net cash provided by (used in) financing activities	(14,090)		105,565
Net increase in cash and cash equivalents	173,213		56,571
Cash and cash equivalents at beginning of period	577,061		74,310
Cash and cash equivalents at end of period	$	750,274	$	130,881
Supplemental Information
Cash paid for interest	$	52,470	$	53,517
Cash paid for taxes	1,343		923

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

7

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 March 31, 2022, and for the three month periods ended March 31, 2021 and 2022, 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 months ended March 31, 2022, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. 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, 2021, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2022.

2.    Accounting Policies

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.     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 15% of the Company’s accounts receivable is due from Medicare at both December 31, 2021 and March 31, 2022.

4.     Redeemable Non-Controlling Interests

The ownership interests held by outside parties in subsidiaries, which include limited liability companies and limited partnerships, controlled by the Company are classified as non-controlling interests. Some of the Company’s non-controlling ownership interests consist of outside parties that have certain redemption rights that, if exercised, require the Company to purchase the parties’ ownership interests. These interests are classified and reported as redeemable non-controlling interests and have been adjusted to their approximate redemption values, after the attribution of net income or loss.

8

The changes in redeemable non-controlling interests are as follows:

	Three Months Ended March 31,
	2021		2022
	(in thousands)
Balance as of January 1	$	398,171	$	39,033
Net income attributable to redeemable non-controlling interests	9,626		1,918
Distributions to and purchases of redeemable non-controlling interests	(614)		(1,198)
Redemption value adjustment on redeemable non-controlling interests	38,405		1,381
Other	343		536
Balance as of March 31	$	445,931	$	41,670

5.     Variable Interest Entities

Certain states prohibit the “corporate practice of medicine,” which restricts the Company from owning medical practices which directly employ physicians and from exercising control over medical decisions by physicians. In these states, the Company enters into long-term management agreements with medical practices that are owned by licensed physicians, which, in turn, employ or contract with physicians who provide professional medical services. The management agreements provide for the Company to direct the transfer of ownership of the medical practices to new licensed physicians at any time. Based on the provisions of the management agreements, the medical practices are variable interest entities for which the Company is the primary beneficiary.

As of December 31, 2021 and March 31, 2022, the total assets of the Company’s variable interest entities were $225.1 million and $242.0 million, respectively, and are principally comprised of accounts receivable. As of December 31, 2021 and March 31, 2022, the total liabilities of the Company’s variable interest entities were $74.8 million and $79.1 million, respectively, and are principally comprised of accounts payable and accrued expenses. These variable interest entities have obligations payable for services received under their management agreements with the Company of $150.3 million and $163.4 million as of December 31, 2021 and March 31, 2022, respectively. These intercompany balances are eliminated in consolidation.

6.     Leases

The Company has operating and finance leases for its facilities. The Company leases its corporate office space from related parties.

The Company’s total lease cost is as follows:

	Three Months Ended March 31, 2021						Three Months Ended March 31, 2022
	Unrelated Parties		Related Parties		Total		Unrelated Parties		Related Parties		Total
	(in thousands)
Operating lease cost	$	70,114	$	1,799	$	71,913	$	73,962	$	1,809	$	75,771
Finance lease cost:
Amortization of right-of-use assets	35		—		35		347		—		347
Interest on lease liabilities	251		—		251		340		—		340
Short-term lease cost	—		—		—		35		—		35
Variable lease cost	13,009		3		13,012		13,655		39		13,694
Sublease income	(2,234)		—		(2,234)		(1,966)		—		(1,966)
Total lease cost	$	81,175	$	1,802	$	82,977	$	86,373	$	1,848	$	88,221

9

Supplemental cash flow information related to leases is as follows:

	Three Months Ended March 31,
	2021		2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	72,437	$	77,689
Operating cash flows for finance leases	251		340
Financing cash flows for finance leases	58		344
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	79,987	$	88,636
Finance leases	138		—

Supplemental balance sheet information related to leases is as follows:

	December 31, 2021						March 31, 2022
	Unrelated Parties		Related Parties		Total		Unrelated Parties		Related Parties		Total
	(in thousands)
Operating Leases
Operating lease right-of-use assets	$	1,052,603	$	26,151	$	1,078,754	$	1,077,980	$	24,730	$	1,102,710
Current operating lease liabilities	$	222,865	$	6,469	$	229,334	$	228,598	$	5,822	$	234,420
Non-current operating lease liabilities	894,104		22,436		916,540		916,887		21,536		938,423
Total operating lease liabilities	$	1,116,969	$	28,905	$	1,145,874	$	1,145,485	$	27,358	$	1,172,843

	December 31, 2021						March 31, 2022
	Unrelated Parties		Related Parties		Total		Unrelated Parties		Related Parties		Total
	(in thousands)
Finance Leases
Property and equipment, net	$	8,505	$	—	$	8,505	$	8,158	$	—	$	8,158
Current portion of long-term debt and notes payable	$	1,404	$	—	$	1,404	$	1,436	$	—	$	1,436
Long-term debt, net of current portion	16,679		—		16,679		16,303		—		16,303
Total finance lease liabilities	$	18,083	$	—	$	18,083	$	17,739	$	—	$	17,739

The weighted average remaining lease terms and discount rates are as follows:

	December 31, 2021		March 31, 2022
Weighted average remaining lease term (in years):
Operating leases	7.8		7.6
Finance leases	24.7		24.8
Weighted average discount rate:
Operating leases	5.6	%	5.6	%
Finance leases	7.4	%	7.4	%

10

As of March 31, 2022, maturities of lease liabilities are approximately as follows:

	Operating Leases		Finance Leases
	(in thousands)
2022 (remainder of year)	$	222,152	$	2,040
2023	259,672		2,747
2024	219,375		2,384
2025	175,699		2,101
2026	145,837		2,126
Thereafter	495,998		28,181
Total undiscounted cash flows	1,518,733		39,579
Less: Imputed interest	345,890		21,840
Total discounted lease liabilities	$	1,172,843	$	17,739

7.     Intangible Assets

Goodwill

The following table shows changes in the carrying amounts of goodwill by reporting unit for the three months ended March 31, 2022:

	Critical Illness Recovery Hospital		Rehabilitation Hospital		Outpatient Rehabilitation		Concentra		Total
	(in thousands)
Balance as of December 31, 2021	$	1,131,440	$	442,155	$	654,125	$	1,221,192	$	3,448,912
Acquisition of businesses	—		—		409		2,884		3,293
Measurement period adjustment	13,251		—		—		—		13,251
Balance as of March 31, 2022	$	1,144,691	$	442,155	$	654,534	$	1,224,076	$	3,465,456

Identifiable Intangible Assets

The following table provides the gross carrying amounts, accumulated amortization, and net carrying amounts for the Company’s identifiable intangible assets:

	December 31, 2021						March 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
Indefinite-lived intangible assets:
Trademarks	$	166,698	$	—	$	166,698	$	166,698	$	—	$	166,698
Certificates of need	21,478		—		21,478		21,625		—		21,625
Accreditations	1,874		—		1,874		1,874		—		1,874
Finite-lived intangible assets:
Trademarks	5,000		(5,000)		—		5,000		(5,000)		—
Customer relationships	304,289		(141,111)		163,178		305,839		(148,283)		157,556
Non-compete agreements	36,746		(15,095)		21,651		37,087		(15,990)		21,097
Total identifiable intangible assets	$	536,085	$	(161,206)	$	374,879	$	538,123	$	(169,273)	$	368,850

The Company’s accreditations and trademarks have renewal terms and the costs to renew these intangible assets are expensed as incurred. At March 31, 2022, the accreditations and trademarks have a weighted average time until next renewal of 1.5 years and 7.5 years, respectively.

The Company’s finite-lived intangible assets amortize over their estimated useful lives. Amortization expense was $7.1 million and $7.6 million for the three months ended March 31, 2021 and 2022, respectively.

11

8.     Long-Term Debt and Notes Payable

As of March 31, 2022, the Company’s long-term debt and notes payable were as follows:

	Principal Outstanding		Unamortized Premium (Discount)		Unamortized Issuance Costs		Carrying Value		Fair Value
	(in thousands)
6.250% senior notes	$	1,225,000	$	26,131	$	(13,212)	$	1,237,919	$	1,262,118
Credit facilities:
Revolving facility	340,000		—		—		340,000		338,725
Term loan	2,103,437		(5,890)		(6,421)		2,091,126		2,079,773
Other debt, including finance leases	93,961		—		(194)		93,767		93,767
Total debt	$	3,762,398	$	20,241	$	(19,827)	$	3,762,812	$	3,774,383

Principal maturities of the Company’s long-term debt and notes payable were approximately as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
	(in thousands)
6.250% senior notes	$	—	$	—	$	—	$	—	$	1,225,000	$	—	$	1,225,000
Credit facilities:
Revolving facility	—		—		340,000		—		—		—		340,000
Term loan	—		4,757		11,150		2,087,530		—		—		2,103,437
Other debt, including finance leases	22,143		31,064		26,081		1,824		1,286		11,563		93,961
Total debt	$	22,143	$	35,821	$	377,231	$	2,089,354	$	1,226,286	$	11,563	$	3,762,398

As of December 31, 2021, the Company’s long-term debt and notes payable were as follows:

	Principal Outstanding		Unamortized Premium (Discount)		Unamortized Issuance Costs		Carrying Value		Fair Value
	(in thousands)
6.250% senior notes	$	1,225,000	$	27,635	$	(13,951)	$	1,238,684	$	1,297,104
Credit facilities:
Revolving facility	160,000		—		—		160,000		159,400
Term loan	2,103,437		(6,386)		(6,961)		2,090,090		2,087,661
Other debt, including finance leases	85,398		—		(215)		85,183		85,183
Total debt	$	3,573,835	$	21,249	$	(21,127)	$	3,573,957	$	3,629,348