ENCOMPASS HEALTH CORPORATION Item 7.01. Regulation FD Disclosure.
Subsequent to its earnings release for the third quarter of 2020,Encompass Health Corporation ("Encompass Health " or the "Company") assembled an Investor Reference Book, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference (the "Investor Reference Book"). The Investor Reference Book addresses, among other things, an overview of the Company and its industry, its financial and operational metrics and initiatives, and its investment thesis and strategy. The Investor Reference Book is available at http://investor.encompasshealth.com by clicking on an available link. The Company uses "same-store" comparisons to explain the changes in certain performance metrics and line items within its financial statements. Same-store comparisons are calculated based on hospitals and home health and hospice locations open throughout both the full current and prior periods presented. These comparisons include the financial results of market consolidation transactions in existing markets, as it is difficult to determine, with precision, the incremental impact of these transactions on the Company's results of operations. The information contained herein is being furnished pursuant to Item 7.01 of Form 8-K, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein. Note Regarding Presentation of Non-GAAP Financial Measures The financial data contained in the Investor Reference Book include non-GAAP financial measures, including the Company's adjusted earnings per share, leverage ratio, Adjusted EBITDA, and adjusted free cash flow. The Company is providing adjusted earnings per share from continuing operations attributable toEncompass Health ("adjusted earnings per share"). The Company believes the presentation of adjusted earnings per share provides useful additional information to investors because it provides better comparability of ongoing operating performance to prior periods given that it excludes the impact of government, class action, and related settlements; professional fees-accounting, tax, and legal; mark-to-market adjustments for stock appreciation rights; gains or losses related to hedging and equity instruments; loss on early extinguishment of debt; adjustments to its income tax provision (such as valuation allowance adjustments and settlements of income tax claims); items related to corporate and facility restructurings; and certain other items the Company believes to be non-indicative of its ongoing operating performance. It is reasonable to expect that one or more of these excluded items will occur in future periods, but the amounts recognized can vary significantly from period to period and may not directly relate to the Company's ongoing operating performance. Accordingly, they can complicate comparisons of the Company's results of operations across periods and comparisons of the Company's results to those of other healthcare companies. Adjusted earnings per share should not be considered as a measure of financial performance under generally accepted accounting principles inthe United States ("GAAP") as the items excluded from it are significant components in understanding and assessing financial performance. Because adjusted earnings per share is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, it may not be comparable as presented to other similarly titled measures of other companies. The Company reconciles adjusted earnings per share to earnings per share in the Investor Reference Book attached as Exhibit 99.1. The leverage ratio referenced therein is defined as the ratio of consolidated total debt to Adjusted EBITDA for the trailing four quarters. The Company believes its leverage ratio and Adjusted EBITDA are measures of its ability to service its debt and its ability to make capital expenditures. Additionally, the leverage ratio is a standard measurement used by investors to gauge the creditworthiness of an institution. The Company's credit agreement also includes a maximum leverage ratio financial covenant which allows the Company to deduct up to$300 million of cash on hand from consolidated total debt. The Company reconciles Adjusted EBITDA to net income and to net cash provided by operating activities in the Investor Reference Book attached as Exhibit 99.1. Adjusted EBITDA for the Company's reportable segments is reconciled to net income from continuing operations before income tax expense in the Investor Reference Book attached as Exhibit 99.1. The Company uses Adjusted EBITDA on a consolidated basis as a liquidity measure. The Company believes this financial measure on a consolidated basis is important in analyzing its liquidity because it is the key component of certain material covenants contained within the Company's credit agreement, which is discussed in more detail in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, "Liquidity and Capital Resources," and Note 10, Long-term Debt, to the consolidated financial statements included in its Annual Report on Form 10K for the year endedDecember 31, 2019 (the "2019 Form 10K"). These covenants are material terms of the credit agreement. Noncompliance with these financial covenants under the credit agreement-its interest coverage ratio and its leverage ratio-could result in the Company's lenders requiring the Company to immediately repay all amounts borrowed. If the Company anticipated a potential covenant violation, it would seek relief from its lenders, which would have some cost to the Company, and such relief might be on terms less favorable to those in the Company's existing credit agreement. In addition, if the Company cannot satisfy these financial covenants, it would be prohibited under the credit
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agreement from engaging in certain activities, such as incurring additional indebtedness, paying common stock dividends, making certain payments, and acquiring and disposing of assets. Consequently, Adjusted EBITDA is critical to the Company's assessment of its liquidity. In general terms, the credit agreement definition of Adjusted EBITDA, therein referred to as "Adjusted Consolidated EBITDA," allows the Company to add back to consolidated net income interest expense, income taxes, and depreciation and amortization and then add back to consolidated net income (1) all unusual or nonrecurring items reducing consolidated net income (of which only up to$10 million in a year may be cash expenditures), (2) any losses from discontinued operations, (3) non-ordinary course fees, costs and expenses incurred with respect to any litigation or settlement, (4) share-based compensation expense, (5) costs and expenses associated with changes in the fair value of marketable securities, (6) costs and expenses associated with the issuance or prepayment debt and acquisitions, and (7) any restructuring charges not in excess of 20% of Adjusted Consolidated EBITDA. The Company also subtracts from consolidated net income all unusual or nonrecurring items to the extent they increase consolidated net income. The calculation of Adjusted EBITDA under the credit agreement does not require us to deduct net income attributable to noncontrolling interests or gains on fair value adjustments of hedging and equity instruments, disposal of assets, and development activities. It also does not allow us to add back losses on fair value adjustments of hedging instruments or unusual or nonrecurring cash expenditures in excess of$10 million . These items and amounts, in addition to the items falling within the credit agreement's "unusual or nonrecurring" classification, may occur in future periods, but can vary significantly from period to period and may not directly relate to, or be indicative of, the Company's ongoing liquidity or operating performance. Accordingly, the Adjusted EBITDA calculation presented here includes adjustments for them. Adjusted EBITDA is not a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Therefore, Adjusted EBITDA should not be considered a substitute for net income or cash flows from operating, investing, or financing activities. Because Adjusted EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies. Revenues and expenses are measured in accordance with the policies and procedures described in Note 1, Summary of Significant Accounting Policies, to the consolidated financial statements accompanying the 2019 Form 10-K. The Company also uses adjusted free cash flow as an analytical indicator to assess its performance. Management believes the presentation of adjusted free cash flow provides investors an efficient means by which they can evaluate the Company's capacity to reduce debt, pursue development activities, and return capital to its common stockholders. The calculation of adjusted free cash flow and a reconciliation of net cash provided by operating activities to adjusted free cash flow are included in the Investor Reference Book attached as Exhibit 99.1. This measure is not a defined measure of financial performance under GAAP and should not be considered as an alternative to net cash provided by operating activities. The Company's definition of adjusted free cash flow is limited and does not represent residual cash flows available for discretionary spending. Because this measure is not determined in accordance with GAAP and is susceptible to varying calculations, it may not be comparable to other similarly titled measures presented by other companies. See the consolidated statements of cash flows included in the 2019 Form 10-K and the condensed consolidated statements of cash flows included in the Company's quarterly reports on Form 10-Q for the quarterly periods endedMarch 31, 2020 ,June 30, 2020 andSeptember 30, 2020 for the GAAP measures of cash flows from operating, investing, and financing activities.
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Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and the Investor Reference
Book attached as Exhibit 99.1 constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to various risks and uncertainties and
include all statements that are not historical statements of fact and those
regarding the Company's intent, belief or expectations, including statements and
assumptions regarding the nature of the COVID-19 pandemic, its impact on the
Company's results of operations, cash flow and liquidity, actions to be taken by
the Company in response to the pandemic, and the demand for the Company's
services. These forward-looking statements are based on certain assumptions and
expectations, and the Company's ability to predict results or the actual effect
of future actions, plans or strategies, or the spread and impact of COVID-19 is
inherently uncertain. Actual results and performance could differ materially.
Factors which could have a material adverse effect on the Company's operations
and future prospects or which could cause events or circumstances to differ from
the forward-looking statements include, but are not limited to, the continued
spread of COVID-19, including the speed, depth, geographic reach and duration of
the spread, which could decrease our patient volumes and revenues and lead to
staffing and supply shortages and associated cost increases; actions to be taken
by the Company in response to the pandemic; the legal, regulatory and
administrative developments that occur at the federal, state and local levels;
the Company's infectious disease prevention and control efforts; the demand for
the Company's services, including based on any downturns in the economy,
consumer confidence, or the capital markets and unemployment among family
members; the price of the Company's common stock as it affects the Company's
willingness and ability to repurchase shares and the financial and accounting
effects of any repurchases; any adverse effects on the Company's stock price
resulting from the integration of acquired operations; the Company's ability to
attract and retain nurses, therapists, and other healthcare professionals in a
highly competitive environment with often severe staffing shortages, which may
be worsened by the pandemic, and the impact on the Company's labor expenses from
potential union activity and staffing shortages; potential disruptions,
breaches, or other incidents affecting the proper operation, availability, or
security of the Company's or its vendors' or partners' information systems,
including unauthorized access to or theft of patient, business associate, or
other sensitive information or inability to provide patient care because of
system unavailability as well as unforseen issues, if any, related to
integration of acquired systems; the ability to successfully integrate acquired
operations, including realization of anticipated tax benefits, revenues, and
cost savings, minimizing the negative impact on margins arising from the changes
in staffing and other operating practices, and avoidance of unforeseen exposure
to liabilities; the Company's ability to successfully complete and integrate de
novo developments, acquisitions, investments, and joint ventures consistent with
its growth strategy; increases in Medicare audit activity, including increased
use of sampling and extrapolation, resulting in additional unpaid reimbursement
claims and an increase in the backlog of appealed claims denials; the Company's
ability to comply with extensive, complex, and ever-changing federal, state and
local regulations and sub-regulatory guidance in both business in general, such
as privacy and wage and hour regulations, and in the healthcare industry
specifically; any adverse outcome of various lawsuits, claims, and legal or
regulatory proceedings involving the Company, including any matters related to
yet undiscovered issues, if any, in acquired operations; the Company's ability
to attract and retain key management personnel; changes, delays in (including in
connection with resolution of Medicare payment reviews or appeals), or
suspension of reimbursement for the Company's services by governmental or
private payors; changes in the regulation of the healthcare industry at either
or both of the federal and state levels, including as part of national
healthcare reform and deficit reduction (such as the Patient-Driven Groupings
Model for home health, the new patient assessment measures, which we refer to as
"Section GG functional measures," for inpatient rehabilitation, and other
payment system reforms) and the Company's ability to adapt operations to those
changes; competitive pressures in the healthcare industry and the Company's
response thereto; the Company's ability to obtain and retain favorable
arrangements with third-party payors; the Company's ability to control costs,
particularly labor and employee benefit costs, including group medical expenses;
adverse effects resulting from coverage determinations made by Mediacre
Administrative Contractors regarding its Medicare reimbursement claims and
lengthening delays in the Company's ability to recover improperly denied claims
through the administrative appeals process on a timely basis; the Company's
ability to adapt to changes in the healthcare delivery system, including
value-based purchasing and involvement in coordinated care initiatives or
programs that may arise with its referral sources; the Company's ability to
maintain proper local, state and federal licensing, including compliance with
the Medicare conditions of participation and provider enrollment requirements,
which is required to participate in the Medicare program; and changes in the
Company's payor mix or the acuity of its patients affecting reimbursement rates;
general conditions in the economy and capital markets, including any instability
or uncertainty related to armed conflict or an act of terrorism, governmental
impasse over approval of
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When considering forward-looking statements, readers should keep in mind the risk factors and other cautionary statements in suchSEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this presentation. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Encompass Health Corporation Investor Reference Book 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
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