Concentra Group Holdings Parent, Inc.

Previous wording

We were founded in 1979 and have grown to be the largest provider of occupational health services in the United States by number of locations. Our national presence enables us to provide access to high-quality care that supports our mission to improve the health of America’s workforce. As of March 31, 2025, we operated 627 stand-alone occupational health centers in 41 states and 160 onsite health clinics at employer worksites in 36 states. We also have expanded our reach via our telemedicine program serving 43 states and the District of Columbia. In total, we deliver services across 45 states and the District of Columbia. Our patients are generally employed by our main customers — employers across the United States.

Current wording

We were founded in 1979 and have grown to be the largest provider of occupational health services in the United States by number of locations. Our national presence enables us to provide access to high-quality care that supports our mission to improve the health of America’s workforce. As of June 30, 2025, we operated 628 stand-alone occupational health centers in 41 states and 406 onsite health clinics at employer worksites in 43 states. We also have expanded our reach via our telemedicine program serving 43 states and the District of Columbia. In total, we deliver services across 47 states and the District of Columbia. Our patients are generally employed by our main customers — employers across the United States.

Previous wording

•Occupational health centers: Our occupational health centers operating segment encompasses the occupational health services we deliver at our 627 occupational health center facilities across the United States. In this operating segment, we serve all types of employers, from Fortune 500 to small businesses. The occupational health services provided in this operating segment include workers’ compensation and employer services and we also provide consumer health services.

Current wording

•Occupational health centers: Our occupational health centers operating segment encompasses the occupational health services we deliver at our 628 occupational health center facilities across the United States. In this operating segment, we serve all types of employers, from Fortune 100 to small businesses. The occupational health services provided in this operating segment include workers’ compensation and employer services and we also provide consumer health services.

Previous wording

•Onsite health clinics: Our onsite health clinics operating segment delivers occupational health services and/or employer-sponsored primary care services at an employer’s workplace, including mobile health services and episodic specialty testing services — we deliver our services at 160 permanent on-site locations and multiple other employer locations through our episodic services. In this segment, we serve medium to large-sized employers.

Current wording

•Onsite health clinics: Our onsite health clinics operating segment delivers occupational health services and/or employer-sponsored primary care services at an employer’s workplace, including mobile health services and episodic specialty testing services — we deliver our services at 406 permanent on-site locations and multiple other employer locations through our episodic services. In this segment, we serve medium to large-sized employers.

Previous wording

Effective March 1, 2025, the Company acquired Nova Medical Centers (“Nova”). CHSI entered into an equity purchase agreement to acquire all of the outstanding membership interests for a purchase price of approximately $265 million, subject to adjustment in accordance with the terms and conditions set forth in the purchase agreement. We financed the transaction using a combination of $102.1 million of new debt financing under the Credit Agreement, $50.0 million of available borrowing capacity under our existing Revolving Credit Facility, and the remaining with cash on hand.

Current wording

Effective March 1, 2025, the Company acquired Nova Medical Centers (“Nova”). CHSI entered into an equity purchase agreement to acquire all of the outstanding membership interests for a purchase price of $265.0 million, subject to adjustment in accordance with the terms and conditions set forth in the purchase agreement. We financed the transaction using a combination of $102.1 million of new debt financing under the Credit Agreement, $50.0 million of available borrowing capacity under our existing Revolving Credit Facility, and the remaining with cash on hand.

Previous wording

Nova operates 67 occupational health centers in five states, providing workers’ compensation injury care services, physical therapy, drug and alcohol screening, and pre-employment physicals as part of their full suite of occupational health services. The acquisition enabled the Company to expand to more than 775 occupational health centers and onsite health clinics at employer worksites in 42 states.

Current wording

Nova operates 67 occupational health centers in five states, providing workers’ compensation injury care services, physical therapy, drug and alcohol screening, and pre-employment physicals as part of their full suite of occupational health services.

Previous wording

Pivot Onsite Innovations operates approximately 200 onsite health clinics at employer locations in over 40 states, providing occupational health, wellness, prevention, and performance services. When combined with Concentra’s current onsite health clinic footprint, the acquisition will enable the Company to expand to more than 350 onsite health clinics at employer worksites.

Current wording

Pivot Onsite Innovations operates over 240 onsite health clinics at employer locations in over 40 states, providing occupational health, wellness, prevention, and performance services. The acquisition enabled the Company to expand to over 400 onsite health clinics at employer worksites.

Previous wording

Revenue increased 7.1% to $500.8 million for the three months ended March 31, 2025, compared to $467.6 million for the three months ended March 31, 2024, driven primarily by the increase in revenue per visit, as described below, and the 72 occupational health centers that were acquired through acquisitions in March 2025.

Current wording

Revenue increased 15.2% to $550.8 million for the three months ended June 30, 2025, compared to $477.9 million for the three months ended June 30, 2024, driven primarily by the increase in volume of patient visits and revenue per visit, as described below, and due to the addition of over 240 onsite locations that were acquired through acquisition in June 2025 and 72 occupational health centers that were acquired through acquisitions in March 2025.

Previous wording

Our total patient visits increased 1.5% to 3,204,368 for the three months ended March 31, 2025, compared to 3,155,655 visits for the three months ended March 31, 2024. Total VPD volume increased 3.2% to 50,863 for the three months ended March 31, 2025, compared to 49,307 for the three months ended March 31, 2024, primarily due to an increase in employer services visits. Workers’ compensation VPD volume increased 2.4% to 22,935 from 22,392, employer services VPD volume increased 3.9% to 26,927 from 25,926, and consumer health VPD volume increased 1.2% to 1,001 from 989, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Current wording

Our total patient visits increased 9.5% to 3,520,320 for the three months ended June 30, 2025, compared to 3,214,255 visits for the three months ended June 30, 2024. Total VPD volume increased 9.5% to 55,005 for the three months ended June 30, 2025, compared to 50,223 for the three months ended June 30, 2024, primarily due to an increase in workers’ compensation and employer services visits. Workers’ compensation VPD volume increased 9.3% to 24,843 from 22,739 and employer services VPD volume increased 10.3% to 29,334 from 26,600, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

Previous wording

Revenue per visit increased 5.6% to $146.94 for the three months ended March 31, 2025, compared to $139.09 for the three months ended March 31, 2024. We experienced a higher revenue per visit principally due to increases in the reimbursement rates payable pursuant to certain state fee schedules for workers’ compensation visits, as well as increases in our employer services rates, for the three months ended March 31, 2025. Revenue per visit for workers’ compensation visits increased 7.1% to $209.09 from $195.29, revenue per visit for employer services visits increased 3.9% to $94.40 from $90.84 and revenue per visit for consumer health visits increased by 3.8% to $136.52 from $131.57, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Current wording

Revenue per visit increased 4.4% to $145.92 for the three months ended June 30, 2025, compared to $139.81 for the three months ended June 30, 2024. We experienced a higher revenue per visit principally due to increases in the reimbursement rates payable pursuant to certain state fee schedules for workers’ compensation visits, as well as increases in our employer services rates, for the three months ended June 30, 2025. Revenue per visit for workers’ compensation visits increased 5.4% to $208.93 from $198.18 and revenue per visit for employer services visits increased 3.1% to $92.85 from $90.05, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

Previous wording

Our cost of services expense includes all direct and indirect support costs related to providing services to our customers. Cost of services was $357.1 million, or 71.3% of revenue, for the three months ended March 31, 2025, compared to $337.0 million, or 72.1% of revenue, for the three months ended March 31, 2024. The percentage of revenue was lower overall predominantly due to the 7.1% increase in revenue during the period, including the rate gains, as well as operational efficiencies resulting from the replacement of contract clinicians with employed clinicians and general improvements in staffing efficiencies across clinical and operations.

Current wording

Our cost of services expense includes all direct and indirect support costs related to providing services to our customers. Cost of services was $389.3 million, or 70.7% of revenue, for the three months ended June 30, 2025, compared to $339.3 million, or 71.0% of revenue, for the three months ended June 30, 2024. The percentage of revenue decreased primarily due to increased staffing efficiencies, relative to a 15.2% increase in revenue during the period.

Previous wording

General and administrative expense includes corporate overhead such as finance, legal, human resources, marketing, corporate offices, and other administrative areas as well as executive compensation. Our general and administrative expenses were $46.7 million, or 9.3% of revenue, for the three months ended March 31, 2025, compared to $36.9 million, or 7.9% of revenue, for the three months ended March 31, 2024. The increase in general and administrative as a percentage of revenue is principally due to the favorable out of period legal expense reversal during the three months ended March 31, 2024, stock compensation expense, Nova acquisition costs, and the addition of new full-time employees to support the separation from Select Medical and operate as a standalone public company.

Current wording

General and administrative expense includes corporate overhead such as finance, legal, human resources, marketing, corporate offices, and other administrative areas as well as executive compensation. Our general and administrative expenses were $52.9 million, or 9.6% of revenue, for the three months ended June 30, 2025, compared to $36.8 million, or 7.7% of revenue, for the three months ended June 30, 2024. The increase in general and administrative expense as a percentage of revenue is principally due to Nova and Pivot Onsite Innovations acquisition and transition costs, one-time costs to separate from Select, stock compensation expense, and the planned addition of new full-time employees and other personnel costs to support the separation from Select and operate as a standalone public company.

Previous wording

For the three months ended March 31, 2025, we had interest expense of $25.5 million, compared to $0.1 million for the three months ended March 31, 2024. The increase in interest expense was due to the issuance of an $850.0 million term loan and $650.0 million senior notes in July 2024, and due to the $102.1 million of incremental term loan and $50.0 million in borrowings on the revolving credit facility in March 2025, as described in Note 6—“Long-Term Debt”.

Current wording

For the three months ended June 30, 2025, we had interest expense of $28.2 million, compared to interest income of $0.2 million for the three months ended June 30, 2024. The increase in interest expense was due to the issuance of an $850.0 million term loan and $650.0 million senior notes in July 2024, and due to the $102.1 million of incremental term loan and $85.0 million in borrowings on the revolving credit facility as of June 2025, as described in Note 6—“Long-Term Debt”.

Previous wording

For the three months ended March 31, 2025, we had no interest expense on related party debt with Select, compared to $10.0 million for the three months ended March 31, 2024. The decrease in interest expense is due to the payoff of the revolving promissory note with Select during the three months ended December 31, 2024.

Current wording

For the three months ended June 30, 2025, we had no interest expense on related party debt with Select, compared to $9.3 million for the three months ended June 30, 2024. The decrease in interest expense on related party debt is due to the payoff of the revolving promissory note with Select during the three months ended December 31, 2024.

Previous wording

We recorded income tax expense of $13.3 million for the three months ended March 31, 2025, which represented an effective tax rate of 24.6%. We recorded income tax expense of $15.1 million for the three months ended March 31, 2024, which represented an effective tax rate of 23.1%. Our income tax expense is computed based on annual estimates which we allocate throughout the year based on our income. This intra-period tax allocation may cause our effective tax rate to reflect variances when compared to the prior year as estimates of our annual income and the components of our income tax expense change throughout the year.

Current wording

We recorded income tax expense of $15.2 million for the three months ended June 30, 2025, which represented an effective tax rate of 24.7%. We recorded income tax expense of $18.1 million for the three months ended June 30, 2024, which represented an effective tax rate of 25.4%. Our income tax expense is computed based on annual estimates which we allocate throughout the year based on our income. This intra-period tax allocation may cause our effective tax rate to reflect variances when compared to the prior year as estimates of our annual income and the components of our income tax expense change throughout the year.

Previous wording

Depreciation and amortization expense was $16.6 million for the three months ended March 31, 2025, or 3.3% of revenue compared to $18.5 million for the three months ended March 31, 2024, or 4.0% of revenue. The decrease was due to an intangible asset fully amortizing in June 2024.

Current wording

Depreciation and amortization expense was $35.6 million for the six months ended June 30, 2025, compared to $36.4 million for the six months ended June 30, 2024. The decrease was due to an intangible asset fully amortizing in June 2024, offset by recent growth investments.

Previous wording

(1) Separation transaction costs represent non-recurring incremental consulting, legal, audit-related fees, and system implementation costs incurred in connection with the Company’s separation into a new, publicly traded company and are included within general and administrative expenses on the condensed consolidated statements of operations.

Current wording

(1) Separation transaction costs represent non-recurring incremental consulting, legal, audit-related fees, system implementation, and software disposal costs incurred in connection with the Company’s separation into a new, publicly traded company and are included within general and administrative expenses on the condensed consolidated statements of operations.

Previous wording

Adjusted Net Income Attributable to Common Shares and Adjusted Earnings per Common Share are used by management to provide useful insight into the underlying performance of our business in each of our operating segments. Adjusted Net Income Attributable to Common Shares and Adjusted Earnings per Common Share are not measures of financial performance under U.S. GAAP and are not intended to be substitutes for U.S. GAAP measures such as net income or earnings per common share. These metrics may differ from similarly titled metrics supported by other companies. Concentra believes that the presentation of Adjusted Net Income Attributable to Common Shares and Adjusted Earnings per Common Share are important to investors because they are reflective of the financial performance of Concentra’s ongoing operations and provide better comparability of its results of operations between period. Investors should consider these measures in addition to, and not as a replacement for, U.S. GAAP results reported in our financial statements.

Current wording

Adjusted Net Income Attributable to the Company and Adjusted Earnings per Share are used by management to provide useful insight into the underlying performance of our business. Adjusted Net Income Attributable to the Company and Adjusted Earnings per Share are not measures of financial performance under U.S. GAAP and are not intended to be substitutes for U.S. GAAP measures such as net income or earnings per share. These metrics may differ from similarly titled metrics supported by other companies. Concentra believes that the presentation of Adjusted Net Income Attributable to the Company and Adjusted Earnings per Share are important to investors because they are reflective of the financial performance of Concentra’s ongoing operations and provide better comparability of its results of operations between periods. Investors should consider these measures in addition to, and not as a replacement for, U.S. GAAP results reported in our financial statements.

Previous wording

We define Adjusted Net Income Attributable to Common Shares as net income attributable to common shares, excluding gain (loss) on early retirement of debt, separation transaction costs, acquisition costs, gain (loss) on sale of businesses, and other non-recurring costs not directly tied to operating performance. We define Adjusted Earnings per Common Share as the Adjusted Net Income Attributable to Common Shares divided by the diluted weighted average common shares outstanding.

Current wording

We define Adjusted Net Income Attributable to the Company as net income attributable to the Company, excluding gain (loss) on early retirement of debt, separation transaction costs, acquisition costs, gain (loss) on sale of businesses, and other non-recurring costs not directly tied to operating performance, all on an after tax basis. We define Adjusted Earnings per Share as the Adjusted Net Income Attributable to the Company divided by the diluted weighted average shares outstanding.

Previous wording

The following table reconciles net income attributable to common shares and earnings per common share on a fully diluted basis to Adjusted Net Income Attributable to Common Shares and Adjusted Earnings per Common Share on a fully diluted basis.

Current wording

The following table reconciles net income attributable to the Company and earnings per share on a fully diluted basis to Adjusted Net Income Attributable to the Company and Adjusted Earnings per Share on a fully diluted basis.

Previous wording

(3) Separation transaction costs represent non-recurring incremental consulting, legal, audit-related fees, and system implementation costs incurred in connection with the Company’s separation into a new, publicly traded company and are included within general and administrative expenses on the condensed consolidated statements of operations.

Current wording

(2) Separation transaction costs represent non-recurring incremental consulting, legal, audit-related fees, system implementation, and software disposal costs incurred in connection with the Company’s separation into a new, publicly traded company and are included within general and administrative expenses on the condensed consolidated statements of operations.

Previous wording

Operating activities provided $11.7 million and $44.6 million of cash flows during the three months ended March 31, 2025 and 2024, respectively. The decrease in cash flows from operating activities for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily due to an increase in interest payments following the recapitalization of debt in July 2024.

Current wording

Operating activities provided $100.1 million and $115.1 million of cash flows during the six months ended June 30, 2025 and 2024, respectively. The decrease in cash flows from operating activities for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily due to an increase in interest payments following the recapitalization of debt in July 2024.

Previous wording

Investing activities used $294.7 million and $22.4 million of cash flows for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025, the principal uses of cash were $15.7 million for purchases of property and equipment under our capital program to open de novos and upgrade and maintain existing facilities, and $279.0 million for acquisitions of businesses, which primarily includes the purchase of Nova. For the three months ended March 31, 2024, the principal uses of cash were $17.2 million for purchases of property and equipment and $5.1 million for acquisitions of businesses.

Current wording

Investing activities used $374.3 million and $37.6 million of cash flows for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, the principal uses of cash were $41.0 million for purchases of property and equipment under our capital program to open de novos, upgrade and maintain existing facilities, Nova start-up capital, and technology investments, and $333.3 million for acquisitions of businesses, which primarily includes the purchase of Nova and Pivot Onsite Innovations. For the six months ended June 30, 2024, the principal uses of cash were $32.5 million for purchases of property and equipment and $5.1 million for acquisitions of businesses.

Previous wording

Financing activities provided $151.9 million and used $4.1 million of cash flows for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025, the principal sources of cash were due to the updated term loan, net of issuance costs of $948.8 million and from borrowings on our Revolving Credit Facility of $50.0 million. This was partially offset by payment of the original term loan of $847.9 million. For the three months ended March 31, 2024, the principal uses of cash were distributions to Select of $6.9 million and principal payments on other debt of $2.3 million, offset by $6.6 million in borrowings of other debt.

Current wording

Financing activities provided $164.8 million and used $58.1 million of cash flows for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, the principal sources of cash were due to the updated term loan, net of issuance costs of $948.8 million and from borrowings on our Revolving Credit Facility of $85.0 million. This was partially offset by payment of the original term loan of $850.3 million and dividend payment of $16.0 million to shareholders. For the six months ended June 30, 2024, the principal uses of cash were $50.0 million of net repayments on our related party revolving promissory note, distributions to Select of $7.7 million for income tax adjustments relating to the application of the separate return methodology, and principal payments on other debt of $4.4 million, partially offset by $6.6 million in borrowings of other debt.

Previous wording

We had net working capital of $31.2 million at March 31, 2025, compared to net working capital of $130.0 million at December 31, 2024. The decrease in the net working capital surplus was principally due to a decrease in our cash, which resulted from the Nova acquisition in March 2025. On March 1, 2025, we acquired Nova and financed the transaction using a combination of $102.1 million of new debt financing under the Credit Agreement, $50.0 million of available borrowing capacity under our existing Revolving Credit Facility, and the remaining with cash on hand.

Current wording

We had net working capital of $60.1 million at June 30, 2025, compared to net working capital of $130.0 million at December 31, 2024. The decrease in the net working capital surplus was principally due to a decrease in our cash, which resulted from the Nova acquisition in March 2025 and Pivot Onsite Innovations acquisition in June 2025. On March 1, 2025, we acquired Nova and financed the transaction using a combination of $102.1 million of new debt financing under the Credit Agreement, $50.0 million of available borrowing capacity under our existing Revolving Credit Facility, and the remaining with cash on hand. On June 1, 2025, we acquired Pivot Onsite Innovations and financed the transaction using a combination of $35.0 million of available borrowing capacity under our existing Revolving Credit Facility and the remaining with cash on hand.

Previous wording

At March 31, 2025, the Company had $386.4 million of availability under its Revolving Credit Facility after giving effect to $50.0 million of borrowings under the Revolving Credit Facility and $13.6 million of outstanding letters of credit.

Current wording

At June 30, 2025, the Company had $342.8 million of availability under its Revolving Credit Facility after giving effect to $85.0 million of borrowings under the Revolving Credit Facility and $22.2 million of outstanding letters of credit.

Previous wording

The Credit Facilities require CHSI to maintain a leverage ratio (as defined in the Credit Agreement), which is tested quarterly and currently must not be greater than 6.50 to 1.00. As of March 31, 2025, the Company was in compliance with all debt covenants.

Current wording

The Credit Facilities require CHSI to maintain a leverage ratio (as defined in the Credit Agreement), which is tested quarterly and currently must not be greater than 6.50 to 1.00. As of June 30, 2025, our leverage ratio was 3.8x.

Previous wording

On March 3, 2025 we entered into derivative swap and collar contracts to mitigate our exposure to variable Term SOFR interest rates, which expire on February 29, 2028. The derivative swap contract limits the Term SOFR rate to a fixed rate of 3.829% on $300 million of principal outstanding under our term loan. We also entered into a derivative collar contract, which limits the Term SOFR rate to a cap of 4.500% and floor of 3.001% on $300 million of principal outstanding under our term loan. These derivative contracts limit our Term SOFR variable interest exposure on our $950 million term loan and $50 million of borrowings under the Revolving Credit Facility.

Current wording

On March 3, 2025 we entered into derivative swap and collar contracts to mitigate our exposure to variable Term SOFR interest rates, which expire on February 29, 2028. The derivative swap contract limits the Term SOFR rate to a fixed rate of 3.829% on $300.0 million of principal outstanding under our term loan. We also entered into a derivative collar contract, which limits the Term SOFR rate to a cap of 4.500% and floor of 3.001% on $300.0 million of principal outstanding under our term loan. These derivative contracts limit our Term SOFR variable interest exposure on our $947.6 million term loan and $85.0 million of borrowings under the Revolving Credit Facility.

Previous wording

We believe our internally generated cash flows and borrowing capacity under our Revolving Credit Facility will allow us to finance our operations in both the short and long term. As of March 31, 2025, we had cash of $52.1 million and $386.4 million of availability under the Revolving Credit Facility, after giving effect to $50 million of borrowings under the Revolving Credit Facility and $13.6 million of outstanding letters of credit.

Current wording

We believe our internally generated cash flows and borrowing capacity under our Revolving Credit Facility will allow us to finance our operations in both the short and long term. As of June 30, 2025, we had cash of $73.9 million and $342.8 million of availability under the Revolving Credit Facility, after giving effect to $85.0 million of borrowings under the Revolving Credit Facility and $22.2 million of outstanding letters of credit.

Previous wording

We intend to grow through strategic acquisitions of existing occupational health centers as well as building new de novo centers.

Current wording

We intend to grow through strategic acquisitions of existing occupational health centers and onsite health clinic platforms, as well as building new de novo centers.

Previous wording

On May 6, 2025, the Company’s Board of Directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about May 29, 2025, to stockholders of record as of the close of business on May 20, 2025.

Current wording

On August 6, 2025, our Board of Directors declared a cash dividend of $0.0625 per share. The dividend will be payable on or about August 28, 2025, to stockholders of record as of the close of business on August 21, 2025.