Encompass Health Corp. (NYSE: EHC, formerly Amcare Inc. and HealthSouth Corporation), headquartered at 9001 Liberty Parkway in Vestavia Hills, is one of the nation's largest healthcare services providers. Best known for its rehabilitation services, Encompass has more than 1,000 facilities across the country. It has both inpatient and outpatient rehabilitation facilities and outpatient surgery centers, including more than 330 hospitals. At the company's height, it recorded nearly $4.4 billion in revenue, dominated the rehabilitation services market and employed more than 50,000 people at 2,000 facilities in every state of the U.S. along with its facilities in the United Kingdom, Canada, Austrialia, Puerto Rico and Saudi Arabia.
In 2003 the company, then known as HealthSouth, was involved in a corporate accounting scandal in which its CEO Richard Scrushy was accused of directing company employees to falsely report grossly exaggerated company earnings in order to meet stockholder expectations.
By the mid to late 2006 HealthSouth completed its recovery and relisted its stock on the New York Stock Exchange under the symbol HLS. It acquired Encompass Home Health and Hospice of Dallas, Texas in late 2014 and changed its name to Encompass Health Corp. on January 2, 2018, altering its ticker symbol to EHC. The company, headed by president and CEO Mark Tarr, operates four divisions: inpatient rehabilitation, outpatient rehabilitation, surgery centers, and diagnostics.
With market capitalization of $6.15 billion in June 2019, Encompass Health is the 4th most valuable public corporation in Alabama.
HealthSouth was incorporated in Delaware on February 22, 1984 as Amcare Inc. by its founder Richard Scrushy. The company opened its first facility in Little Rock, Arkansas and one in Birmingham later that year. In 1985 the company changed its name to HealthSouth Rehabilitation Corporation. In 1986 the company went public with its initial public offering on the NASDAQ exchange under the ticker symbol HSRC. In September of 1988 the company moved to the New York Stock Exchange and became listed under the symbol HRC. By 1990 the company had expanded to 50 facilities across the U.S. HealthSouth finished out 1992 with $400 million in annual revenue. In 1993 the company made its first large acquisition when it bought 28 hospitals and 45 outpatient rehabilitation facilities from National Medical Enterprise for around $300 million in cash. In 1994 HealthSouth announced it would buy fellow Birmingham based ReLife for $180 million in stock.
Throughout the mid 1990s, HealthSouth expanded rapidly through mergers and aquistions. In 1995 the company changed its name to HealthSouth Corporation. On August 31, 1995 HealthSouth CEO Richard Scrushy announced that HealthSouth was going to build a new headquarters on U.S. Highway 280 in Birmingham. The new corporate campus was to be built on 74 acres of land that the company had bought from Southern Company earlier that year. The corporate campus plans included a five story headquarters building with a connecting conference center and parking deck.
In January of 1995 the company entered the surgery center business with its $155 million acquisition of Surgical Health Corporation. One month later the company acquired Novacare's entire rehabilitational hospital business for $215 million in cash. In 1996 the company expanded into diagnostics with its purchase of Health Images Inc. HealthSouth made its largest acquisition yet when it purchased Horizon/CMS for $1.8 billion. After the acquisition, HealthSouth sold the assets it did not need to Integrated Health for $1.15 billion in cash. Also in February of 1997 the company moved into a new corporate headquarters, which included a company store and museum. HealthSouth continued its acquisition spree through 1999.
In 2001 the company announced it would, along with Oracle Corporation, build the world's first all digital hospital on its corporate campus. The 13-story structure was meant as a replacement for the aging Healthsouth Medical Center on Birmingham's Southside. Construction of the new facility proceeded up until the company's fraudulent accounting practices were exposed.
The first of HealthSouth's accounting problems surfaced in late 2002 after Richard Scrushy sold $75 million in stock several days before the company posted a large loss. The U.S. Securities and Exchange Commission (SEC) announced it was investigating Scrushy on whether or not the sale amounted to insider trading. HealthSouth hired an outside law firm to review Scrushy's stock sale, with the firm concluding that the sale and profit loss were not related, although this did not remove the company off the SEC's radar. On the evening of March 18, 2003 FBI agents executed search warrants at the company's headquarters after the company's CFO William Owens agreed to wear a wire, with which he was able to record Scrushy talking about the fraud.
On March 20, 2003, HealthSouth and its founder and CEO Richard Scrushy were accused by the SEC of an accounting scandal where the company's earnings were falsely inflated by $1.4 billion. In 1996, Scrushy allegedly instructed the company's senior officers and accountants to falsify company earnings reports in order to meet investor expectations and control the price of the company's stock. In certain fiscal years, the company's income was overstated by as much as 4700 percent. The $1.4 billion represents more than 10 percent of the company's total assets.
In June of 2005, Scrushy was acquitted on all 36 of the accounting fraud counts against him, most notably one count in violation of the Sarbanes-Oxley Act, which casts doubt on the enforceability of the law. But in June 2006, he was convicted on bribery charges, having stood accused of arranging $500,000 in campaign donations in exchange for a seat on a state hospital regulatory board.
Excepting Scrushy, sixteen HealthSouth officials were convicted, either by plea or at trial:
- Weston Smith, CFO, pleaded to conspiracy and making false statements on March 19, 2003. He was sentence to 27 months imprisonment and forfeited $1.5 million.
- Bill Owens, CFO, pleaded to fraud on March 27, 2003
- Emery Harris, assistant controller, pleaded to fraud on March 31, 2003. He was sentenced to 60 months imprisonment.
- Angela Ayers, vice president of finance and accounting, pleaded to conspiracy, fraud and making false statements on April 4, 2003. She was sentenced to 48 months on probation and fined $2,000.
- Cathy Edwards, vice president of asset management, pleaded to conspiracy, fraud and making false statements on April 4, 2003. She was sentenced to 48 months on probation and fined $5,000.
- Kenneth Livesay, assistant controller and later CIO, pleaded to conspiracy, fraud and making false statements on April 4, 2003. She was sentenced to 60 months on probation, was fined $10,000, and forfeited $750,000.
- Rebecca Morgan, group vice president of accounting, pleaded to conspiracy, fraud and making false statements on April 4, 2003. She was sentenced to 48 months on probation, forfeited $235,000, and was fined $2,000.
- Virginia Valentine, assistant vice president of finance and accounting, pleaded to conspiracy, fraud and making false statements on April 4, 2003. She was sentenced to 48 months on probation and was fined $2,000.
- Michael Martin, CFO, pleaded to conspiracy, fraud and making false statements on May 1, 2003. He was sentenced to 36 months imprisonment, fined $50,000 and forfeited $2.4 million.
- Tadd McVay, CFO, pleaded to conspiracy, fraud, and making false statements on May 1, 2003. He was initially sentenced to 60 months of probation, but that was increased to 36 months imprisonment after appeal.
- Aaron Beam, co-founder and CFO, pleaded to bank fraud on May 6, 2003. He was sentenced to 3 months imprisonment, 12 months probation, fined $10,000 and forfeited $275,000.
- Richard Botts, senior vice president of tax department, pleaded to falsifying returns on August 28, 2003. He was sentenced to 60 months on probation, fined $10,000 and forfeited $265,000.
- Will Hicks, vice president of investments, pleaded to conspiracy and making false records on August 29, 2003. He was sentenced to 24 months on probation, fined $2,500 and forfeited $50,000.
- Catherine Fowler, vice president of treasury department, pleaded to hiding the sale of stock on November 24, 2003. She was sentenced to 24 months on probation and fined $5,000.
- Jason Brown, vice president of finance, pleaded to falsifying reports in December 2003 and was sentenced to 12 months plus 1 day in prison.
- Sonny Crumpler, CEO of Source Medical Solutions, was convicted of conspiracy and lying to auditors on November 18, 2005 and was sentenced to 96 months imprisonment.
Recovery and the new HealthSouth
Following the raid at the company's corporate headquarters, the board of directors held an emergency meeting to discuss what actions needed to be taken. On of the first was the termination of Richard Scrushy as Chairman and CEO, and Bill Owens as CFO. Robert P. May was elected as interim CEO and Joel C. Gordon as Chairman. Another issue that was immediately addressed by the board was how it was going to come up with the cash for interest payments of senior bonds and principal payments due on a $344 million convertible bond. The board agreed that the company's cash flow problems were too great to tackle on its own. At the advice of its lender JPMorgan Chase, the company hired restructuring firm Alvarez & Marsal to bring it finances in order and immediately appointed Bryan Marsal Chief Restructuring Officer. By the end of 2003, the company had most of its finance back in order and was able to avoid bankruptcy.
Efforts were made at the corporate headquarters to remove the memory of Scrushy. The board removed Scrushy's name from the conference center, closed the company store and museum and opened the fifth floor executive offices to all employees, which under Scrushy, were kept away. The board also sold all but a few of the company's 11 corporate jets which included a Gulfstream V and Sikorsky S-76 C+ helicopter. On May 10, 2004 Jay Grinney was chosen by the board as the company's permanent CEO. In an effort to save money, the company halted construction of its digital hospital, for which building costs had doubled to $400 million. Soon after Grinney's appointment, the company moved forward with its goal of again becoming a current filer with the SEC. By doing so the company restated earnings from 2000 to 2003. The company also sold or closed many under-performing facilities including its medical center division in its effort to return to profitability.
On May 15, 2006 the company completed its goal of once again becoming a current filer with the SEC when it filed its first quarter 2006 financial result. It was the first time the company had filed a 10-Q since its accounting scandal began. On August 14, 2006 the company unveiled its restructuring plan which included the sale, spin-off or other disposition of its surgery, outpatient, and diagnostic divisions along with a 1-for-5 reverse stock split to coincide with its relisting on the New York Stock Exchange under the symbol HLS. The revese stock split was approved by stock holders at a special meeting at the company's corporate headquarters on October 18, 2006. The last step in HealthSouth's recovery from its accounting scandal occurred on October 26, 2006 when it was again relisted on the New York Stock Exchange. On January 29, 2007 the company announced it will sell its more than 600 outpatient centers to Select Medical Corporation for $245 million in cash.
In June 2007 HealthSouth announced that it would sell its headquarters campus and digital hospital to the Trammell Crow Company of Dallas, Texas for $60 million, a deal which fell through. In January 2008, the complex was sold to the Daniel Corporation for $43.5 million. In March, the Riverpoint building on the campus was sold to Nexity Bank to serve as that bank's headquarters and operations. In September, Trinity Medical Center filed a letter of intent to move from eastern Birmingham to the unfinished hospital.
In March 2011, HealthSouth sold Scrushy's former 360-acre ranch in Wilcox County for $692,000. A 2009 civil trial ordered Scrushy to pay back more than $2.8 million, and the property was acquired by HealthSouth during the 2010 settlement of that trial.
HealthSouth acquired the Dallas, Texas based Encompass Home Health and Hospice for $750 million in late 2014.
In 2019 Encompass Health acquired the Birmingham-based Alacare Home Health & Hospice. Later that year the company agreed to settle a whistleblower case under investigation by the U.S. Department of Justice and the U.S. Department of Health and Human Services. The complaints alleged that the company made a practice of defrauding Medicare in admitting patients and recording diagnoses. The settlement was made with no admission of culpability and the company denies the allegations.
- MedPartners Inc., a physician practice management company founded by Scrushy, today the company is known as Caremark Rx
- Capstone Capital Corporation, a real estate investment trust founded by Scrushy
- Source Medical Solutions, healthcare technology systems
Other affiliated companies:
- GG Enterprises (Hoover), founded by Scrushy's mother and brother
- 21st Century Health Ventures (Birmingham), founded by Scrushy and former HealthSouth CEO Michael Martin
- MedCenterDirect.com (Atlanta) — HealthSouth bought 6.4 million shares of this hospital supplies company
- Integrated Health Services Inc. (Sparks, Maryland), a nursing homes and rehabilitation center company that Scrushy was a director of in the 1990s
- HealthTronics Surgical Services Inc. (Marietta, Georgia), Michael Martin was director while CFO at HealthSouth
- Uppseedaisees, an apparel company headed by Leslie Scrushy, financed by HealthSouth.
- HealthSouth corporate website
- SEC litigation release - SEC Charges HealthSouth Corp., CEO Richard Scrushy With $1.4 Billion Accounting Fraud
- Birmingham News Special Report on the HealthSouth Scandal
- "HealthSouth" (March 13, 2007) Wikipedia - accessed March 19, 2007
- Hubbard, Russell & Dawn Kent (June 2, 2007) "Unused hospital, HQ sold." The Birmingham News
- Tomberlin, Michael (February 22, 2009) "HealthSouth at 25." The Birmingham News
- Kwon, Wade (August 30, 2009) "The HealthSouth 16" Birmingham's Biggest Crooks. Wade on Birmingham.
- Beam, Aaron with Chris Warner (2009) HealthSouth: The Wagon to Disaster. Fairhope, Alabama: Wagon Publishing ISBN 0979628482
- Hubbard, Russell (February 19, 2011) "HealthSouth sells ranch for $692,000." The Birmingham News
- Alexander, Alan (November 24, 2014) "HealthSouth to buy Texas home health company for $750M." Birmingham Business Journal
- Patchen, Tyler (January 2, 2018) "HealthSouth name change takes effect." Birmingham Business Journal
- Patchen, Tyler (February 12, 2018) "Encompass Health reveals part of new headquarters." Birmingham Business Journal
- Patchen, Tyler (June 28, 2019) "Encompass Health to pay $48 million to resolve allegations." Birmingham Business Journal
- Bagwell, Dan (July 8, 2019) "List: Alabama’s public companies slowed by volatile stock market." Birmingham Business Journal