HealthSouth
Encyclopedia
HealthSouth Corporation , based in Birmingham
Birmingham, Alabama
Birmingham is the largest city in Alabama. The city is the county seat of Jefferson County. According to the 2010 United States Census, Birmingham had a population of 212,237. The Birmingham-Hoover Metropolitan Area, in estimate by the U.S...

, Alabama
Alabama
Alabama is a state located in the southeastern region of the United States. It is bordered by Tennessee to the north, Georgia to the east, Florida and the Gulf of Mexico to the south, and Mississippi to the west. Alabama ranks 30th in total land area and ranks second in the size of its inland...

, is the nation’s largest owner and operator of inpatient rehabilitative hospitals. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals (97), outpatient rehabilitation satellite clinics (29) and home health agencies (25). HealthSouth’s hospitals provide a higher level of rehabilitative care to patients who are recovering from conditions such as stroke and other neurological disorders, orthopedic, cardiac and pulmonary conditions, brain and spinal cord injury, and amputations.

HealthSouth was involved in a corporate accounting scandal in which its Chief Executive Officer
Chief executive officer
A chief executive officer , managing director , Executive Director for non-profit organizations, or chief executive is the highest-ranking corporate officer or administrator in charge of total management of an organization...

, Richard M. Scrushy
Richard M. Scrushy
Richard Marin Scrushy is an American business man and founder of HealthSouth Corporation, a global healthcare company based in Birmingham, Alabama....

, was accused of directing company employees to falsely report grossly exaggerated company earnings in order to meet stockholder expectations.

At the company's height in 2003, it recorded nearly $4.5 billion in revenue, which was later restated, dominated the rehabilitation, surgery and diagnostic services market and employed more than 60,000 people at 2,000 facilities in every state of the U.S. along with its facilities in the United Kingdom
United Kingdom
The United Kingdom of Great Britain and Northern IrelandIn the United Kingdom and Dependencies, other languages have been officially recognised as legitimate autochthonous languages under the European Charter for Regional or Minority Languages...

, Canada
Canada
Canada is a North American country consisting of ten provinces and three territories. Located in the northern part of the continent, it extends from the Atlantic Ocean in the east to the Pacific Ocean in the west, and northward into the Arctic Ocean...

, Australia
Australia
Australia , officially the Commonwealth of Australia, is a country in the Southern Hemisphere comprising the mainland of the Australian continent, the island of Tasmania, and numerous smaller islands in the Indian and Pacific Oceans. It is the world's sixth-largest country by total area...

, Puerto Rico
Puerto Rico
Puerto Rico , officially the Commonwealth of Puerto Rico , is an unincorporated territory of the United States, located in the northeastern Caribbean, east of the Dominican Republic and west of both the United States Virgin Islands and the British Virgin Islands.Puerto Rico comprises an...

 and Saudi Arabia
Saudi Arabia
The Kingdom of Saudi Arabia , commonly known in British English as Saudi Arabia and in Arabic as as-Sa‘ūdiyyah , is the largest state in Western Asia by land area, constituting the bulk of the Arabian Peninsula, and the second-largest in the Arab World...

. The company was the largest publicly listed healthcare company in the United States based on the number of locations and in the top five based on revenue.

By mid to late 2006, HealthSouth, which never had to file for Chapter 11 Bankruptcy Protection, completed its recovery and relisted its stock on the New York Stock Exchange
New York Stock Exchange
The New York Stock Exchange is a stock exchange located at 11 Wall Street in Lower Manhattan, New York City, USA. It is by far the world's largest stock exchange by market capitalization of its listed companies at 13.39 trillion as of Dec 2010...

 under the symbol HLS. The company currently operates one division: inpatient rehabilitation
Physical medicine and rehabilitation
Physical medicine and rehabilitation , physiatry or rehabilitation medicine, is a branch of medicine that aims to enhance and restore functional ability and quality of life to those with physical impairments or disabilities. A physician having completed training in this field is referred to as a...

. The company formerly operated an outpatient rehabilitation, surgery center and diagnostics division. The company also previously owned and operated several acute care hospitals
Hospital
A hospital is a health care institution providing patient treatment by specialized staff and equipment. Hospitals often, but not always, provide for inpatient care or longer-term patient stays....

 that specialized in orthopedics
Orthopedic surgery
Orthopedic surgery or orthopedics is the branch of surgery concerned with conditions involving the musculoskeletal system...

, but sold all of those hospitals by 2006. The former outpatient division also operated an occupational medicine division until 2001, when it was sold.

Company beginnings

HealthSouth was incorporated in Birmingham
Birmingham, Alabama
Birmingham is the largest city in Alabama. The city is the county seat of Jefferson County. According to the 2010 United States Census, Birmingham had a population of 212,237. The Birmingham-Hoover Metropolitan Area, in estimate by the U.S...

, Alabama
Alabama
Alabama is a state located in the southeastern region of the United States. It is bordered by Tennessee to the north, Georgia to the east, Florida and the Gulf of Mexico to the south, and Mississippi to the west. Alabama ranks 30th in total land area and ranks second in the size of its inland...

 as a Delaware
Delaware
Delaware is a U.S. state located on the Atlantic Coast in the Mid-Atlantic region of the United States. It is bordered to the south and west by Maryland, and to the north by Pennsylvania...

 company on February 22, 1984 as Amcare, Inc. by its founder Richard M. Scrushy
Richard M. Scrushy
Richard Marin Scrushy is an American business man and founder of HealthSouth Corporation, a global healthcare company based in Birmingham, Alabama....

. The company opened its first facility in Little Rock, Arkansas
Little Rock, Arkansas
Little Rock is the capital and the largest city of the U.S. state of Arkansas. The Metropolitan Statistical Area had a population of 699,757 people in the 2010 census...

 and one in Birmingham later that year. In 1985 the company changed its name to HealthSouth Rehabilitation Corporation. In 1986 the company went public
Public company
This is not the same as a Government-owned corporation.A public company or publicly traded company is a limited liability company that offers its securities for sale to the general public, typically through a stock exchange, or through market makers operating in over the counter markets...

 with its IPO
Initial public offering
An initial public offering or stock market launch, is the first sale of stock by a private company to the public. It can be used by either small or large companies to raise expansion capital and become publicly traded enterprises...

 on the NASDAQ Stock Exchange
NASDAQ
The NASDAQ Stock Market, also known as the NASDAQ, is an American stock exchange. "NASDAQ" originally stood for "National Association of Securities Dealers Automated Quotations". It is the second-largest stock exchange by market capitalization in the world, after the New York Stock Exchange. As of...

 under the ticker symbol HSRC. At the end of the company's last investor roadshow presentation in New York City
New York City
New York is the most populous city in the United States and the center of the New York Metropolitan Area, one of the most populous metropolitan areas in the world. New York exerts a significant impact upon global commerce, finance, media, art, fashion, research, technology, education, and...

 before its IPO, Scrushy received a standing ovation from the investment bankers in attendance, an extreme rarity. In September 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 US. 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
Tenet Healthcare
Tenet Healthcare Corporation, an investor-owned health-care delivery systems company based in Dallas, Texas. THC owns and operates 49 acute-care hospitals in 11 states and 90 outpatient centers in 12 states, with a majority of these hospitals in California, Florida and Texas...

 for around $300 million in cash. The acquisition doubled the company's annual revenue to $1 billion and also made HealthSouth the nation's largest provider of rehabilitative care. In 1994, HealthSouth further expanded when it announced it would buy fellow Birmingham-based ReLife for $180 million in stock.

Growth

Throughout the mid-1990s, HealthSouth expanded rapidly through mergers and acquisitions. In 1995 the company changed its name to HealthSouth Corporation to better reflect its diversified interests in healthcare. On August 31, 1995 HealthSouth CEO Richard Scrushy announced that HealthSouth was going to build a new headquarters on US Highway 280 in Birmingham. The new corporate campus was to be built on 85 acres (343,983.1 m²) of land that the company had bought from Southern Company
Southern Company
Southern Company is a public utility holding company of primarily electric utilities in the southern United States. It is headquartered in Atlanta, Georgia with executive offices also located in Birmingham, Alabama. The company is currently the 16th largest utility company in the world and the...

 earlier that year. The corporate campus plans included a five story headquarters building with a connecting conference center and parking deck.

In January 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. In the beginning of 1996 the company adopted the slogan "The Healthcare Company of the 21st Century". Less than a year later the company adopted the "H" logo as its corporate identity. HealthSouth made its largest acquisition yet when it purchased Horizon/CMS for $1.8 billion in 1997. A few months later after the acquisition, HealthSouth sold the long-term care assets of Horizon/CMS it did not need to Integrated Health Services for $1.15 billion in cash. HealthSouth along with many Healthcare publications called this the "deal of the century". Also in February 1997 the company finally moved into its new corporate headquarters. The headquarters building itself contained a company store and museum. HealthSouth continued on its acquisition spree through 1999 by purchasing the majority of Columbia/HCA's
Hospital Corporation of America
Hospital Corporation of America is the largest private operator of health care facilities in the world, It is based in Nashville, Tennessee and is widely considered to be the single largest factor in making that city a hotspot for healthcare enterprise.-History:The founders of HCA include Jack C....

 surgical division.

In 2001 the company announced it would, along with Oracle Corporation
Oracle Corporation
Oracle Corporation is an American multinational computer technology corporation that specializes in developing and marketing hardware systems and enterprise software products – particularly database management systems...

, build the world's first all-digital hospital on its corporate campus. The 13 story structure was meant as a replacement for its aging HealthSouth Medical Center in downtown Birmingham. Construction began soon after on the new HealthSouth Medical Center.

Accounting scandal

The first of HealthSouth's accounting problems surfaced in late 2002 after CEO Richard M. Scrushy
Richard M. Scrushy
Richard Marin Scrushy is an American business man and founder of HealthSouth Corporation, a global healthcare company based in Birmingham, Alabama....

 sold $75 million in stock several days before the company posted a large loss. HealthSouth was accused by the U.S. Securities and Exchange Commission (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%. The $1.4 billion represents more than 10% of the company's total assets.

In March 2003, the SEC announced it was investigating whether Scrushy's stock sell was related to HealthSouth posting a large loss. 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 take 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 Chief Financial Officer
Chief financial officer
The chief financial officer or Chief financial and operating officer is a corporate officer primarily responsible for managing the financial risks of the corporation. This officer is also responsible for financial planning and record-keeping, as well as financial reporting to higher management...

 William Owens agreed to wear a wire in a failed attempt to get Scrushy to talk about the fraud.

In June 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
Sarbanes-Oxley Act
The Sarbanes–Oxley Act of 2002 , also known as the 'Public Company Accounting Reform and Investor Protection Act' and 'Corporate and Auditing Accountability and Responsibility Act' and commonly called Sarbanes–Oxley, Sarbox or SOX, is a United States federal law enacted on July 30, 2002, which...

.

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. One of the first actions 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 the means by which it obtain 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 its finances in order and immediately appointed Bryan Marsal Chief Restructuring Officer. By the end of 2003, the company had most of its finances reorganized and was able to avoid Chapter 11 bankruptcy
Bankruptcy
Bankruptcy is a legal status of an insolvent person or an organisation, that is, one that cannot repay the debts owed to creditors. In most jurisdictions bankruptcy is imposed by a court order, often initiated by the debtor....

.

Efforts were made at the corporate headquarters to eradicate all signs of the prior existence of Scrushy within the company. 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, during Scrushy's tenure, had been kept away. The board also sold all but a few of the company's eleven corporate jets, which included a Gulfstream V
Gulfstream V
The Gulfstream V is a business jet aircraft produced by Gulfstream Aerospace. It is also used by the US military under the designation C-37A. The G500 and G550 are improved versions which are currently in production...

 and a Sikorsky S-76 C+
Sikorsky S-76
The Sikorsky S-76 is an American medium-size commercial utility helicopter. The S-76 is powered by two turboshaft engines, which drive both the main and tail rotors, each with four blades...

 helicopter. HealthSouth even sold its Black V-12 2000 BMW 750il Protection Edition to Richard Scrushy in order to save the company money. The car became Scrushy's second 2000 BMW 750il Protection Edition, the first being Scrushy's original burgundy BMW 750il Protection Edition, which he bought at the same time HealthSouth bought its Black BMW. In an effort to save money, the company halted construction of its Digital Hospital, for which building costs had doubled, to $400 million. On May 10, 2004, Jay Grinney was chosen by the board as the company's permanent CEO. 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 underperforming facilities, including its medical center division, in its effort to return to profitabiity.

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 sell, 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 reverse 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 would sell its more than 600 outpatient centers to Select Medical Corporation
Select Medical Corporation
Select Medical Corporation is a leading provider of specialized health care in both inpatient and outpatient settings. Based in Mechanicsburg, Pennsylvania, Select Medical has 27,300 employees throughout the United States. The company was co-founded in 1996 by Rocco Ortenzio and Robert Ortenzio...

 for $245 million in cash. The transaction was completed on May 1, 2007.

On March 26, 2007, HealthSouth announced it would sell its surgery center division to private investment partnership TPG Capital for $920 million in cash and equity interest in the newly-formed company worth between $25 to $30 million dollars. The surgery center division comprised 139 outpatient surgery centers and three surgical hospitals. It was also announced that the new surgery center company would remain headquartered in Birmingham. The transaction was completed on June 30, 2007 with the creation of Surgical Care Affiliates
Surgical Care Affiliates
Surgical Care Affiliates, LLC, headquartered in Birmingham, Alabama operates a network of 150 ambulatory surgery centers and surgical hospitals across the country with approximately 3,700 full-time employees and more than 2,000 physician partners...

.

On April 29, 2007, HealthSouth announced a definitive agreement to sell its diagnostic division to the Gores Group for $47.5 million dollars. It was also announced that the newly formed company was to remain in Birmingham. The transaction was completed on July 31, 2007 with Diagnostic Health Corporation
Diagnostic Health Corporation
Diagnostic Health Corporation, based in Birmingham, Alabama, is one of the nation's largest independent diagnostic imaging companies. The company is the former diagnostic division of HealthSouth Corporation. The company has network of 53 free standing diagnostic imaging centers located in 19 states...

 being formed.

In July 2010, the company gave the American Cancer Society of Alabama a Black V-12 2000 BMW 750il that was a bullet-proof sedan that HealthSouth purchased for security reasons under former CEO Richard Scrushy. Scrushy bought the car from HealthSouth in 2003 after an accounting scandal broke. Scrushy also owned a maroon 2000 bullet-proof V-12 BMW 750il that was sold in 2009 by HealthSouth as part of a civil judgment against Scrushy. In 2009, HealthSouth obtained ownership of Scrushy's black 2000 BMW 750il.

Offspring companies

  • MedPartners, Inc.
    Caremark Rx
    Caremark Pharmacy Services is the prescription benefit management subsidiary of CVS Caremark Corporation, headquartered in Woonsocket, Rhode Island and Nashville, Tennessee.-Company history:...

     — a pharmacy practice management company founded by the HealthSouth and Scrushy, today the company is known as Caremark Rx
    Caremark Rx
    Caremark Pharmacy Services is the prescription benefit management subsidiary of CVS Caremark Corporation, headquartered in Woonsocket, Rhode Island and Nashville, Tennessee.-Company history:...

  • Capstone Capital Corporation — a real estate investment trust founded by HealthSouth
  • Diagnostic Health Corporation
    Diagnostic Health Corporation
    Diagnostic Health Corporation, based in Birmingham, Alabama, is one of the nation's largest independent diagnostic imaging companies. The company is the former diagnostic division of HealthSouth Corporation. The company has network of 53 free standing diagnostic imaging centers located in 19 states...

     — former diagnostic imaging division
  • SourceMedical Solutions — healthcare technology systems founded by HealthSouth
  • Surgical Care Affiliates, Inc. — former surgery center division

Previously affiliated companies

  • GG Enterprises (Hoover, Alabama
    Hoover, Alabama
    Hoover is a city in Jefferson and Shelby Counties in north central Alabama, in the United States. The largest suburb of Birmingham, the population of the city was 62,742 as of the 2000 census and 81,619 in the 2010 census. Hoover is part of the Birmingham-Hoover, AL MSA and is also included in the...

    ) — founded by Scrushy's mother and brother
  • 21st Century Health Ventures (Birmingham) — founded by Scrushy and former HealthSouth CEO Michael Martin
    Michael Martin
    Michael Martin may refer to:*Micheál Martin, Irish politician*Michael Martin , Australian rules footballer*Michael Martin , fictional character on the Australian soap opera Neighbours...

  • MedCenterDirect.com (Atlanta) — HealthSouth bought 6.4 million shares of this hospital supplies company
  • Integrated Health Services Inc. (Sparks, Maryland
    Sparks, Maryland
    Sparks is an unincorporated community that is located in Baltimore County, Maryland, United States. It is situated approximately 20 miles north of Baltimore, Maryland and is considered to be a suburb of the City of Baltimore...

    ) — a nursing homes and rehabilitation center company that Scrushy was a director of in the 1990s
  • HealthTronics Surgical Services Inc. (Marietta, Georgia
    Marietta, Georgia
    Marietta is a city located in central Cobb County, Georgia, United States, and is its county seat.As of the 2010 census, the city had a total population of 56,579, making it one of metro Atlanta's largest suburbs...

    ) — Michael Martin was director while CFO at HealthSouth
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