Enhabit has Achieved Three Consecutive Quarters
of Strong Operational Results – Demonstrating the Company is
Executing the Right Plan and Strategy with the Right Board to Drive
Value Creation
Enhabit’s Nominees Possess Deep Experience with
the Three Key Drivers of Its Business
AREX Makes Bold Statements about their
Candidates’ Histories and Individual Track Records that are
Inconsistent with the Actual Roles Held by the Candidates
Recommends Stockholders Vote “FOR” ONLY
Enhabit’s Nine Highly Qualified Director Nominees on the YELLOW
Proxy Card
Enhabit, Inc. (NYSE: EHAB) (“Enhabit” or the “Company”), a
leading home health and hospice provider, today reminded
stockholders to protect the value of their investment by voting
ahead of the 2024 Annual Meeting of Stockholders (the “2024 Annual
Meeting”) which will be held on July 25, 2024. Stockholders of
record as of the close of business on June 5, 2024, are entitled to
vote at the Annual Meeting.
With this year’s Annual Meeting just days away, stockholders are
being asked to make an important decision that will determine the
future of Enhabit. Stockholders can protect the value of their
investment by voting on the YELLOW proxy card “FOR” ONLY
Enhabit’s nine highly qualified nominees – Jeffrey W. Bolton,
Tina L. Brown-Stevenson, Charles M. Elson, Erin P. Hoeflinger,
Barbara A. Jacobsmeyer, Susan A. La Monica, Stuart M. McGuigan,
Gregory S. Rush and Barry P. Schochet.
Enhabit’s definitive proxy materials and other materials
regarding the Board of Directors’ recommendations for the 2024
Annual Meeting can be found at
investors.ehab.com/2024-annual-meeting/.
THE ENHABIT BOARD HAS TAKEN DECISIVE ACTIONS
TO STABILIZE THE BUSINESS AND POSITION IT FOR PROFITABLE
GROWTH
The Company’s results over the last three quarters demonstrate
increased stability across the business. Most recently, on July 15,
2024, Enhabit announced an expected Adjusted EBITDA1 in the range
of $24.5 million to $25.0 million and a reduction of debt by $15
million. Our recent performance reinforces the Board’s oversight of
our strategy and the substantial progress we have made in
transitioning our stability into further profitable growth just two
years following the separation from Encompass Health Corporation
(“Encompass”).
Independent third parties have recognized Enhabit’s progress.
2
- In its report regarding Enhabit, independent proxy advisory
firm Institutional Shareholder Services (ISS) stated, “The
company's two most recent quarters have been promising and there
are a number of underlying metrics which point to building momentum
in the company's home health and hospice business.”
- Similarly, independent proxy advisory firm Glass Lewis stated,
“In our view, the Company's board and management team have been
taking reasonable actions to drive operational improvements, and
these actions appear to be contributing to a stabilization in the
Company's business performance in more recent periods.”
ENHABIT’S BOARD IS FIT-FOR-PURPOSE WITH
DIRECTORS THAT BRING RELEVANT INDUSTRY AND PUBLIC COMPANY
OVERSIGHT EXPERTISE
Enhabit’s Board is almost wholly refreshed since its separation
from Encompass two years ago. Each of the Company’s directors is
engaged and focused on enhancing value for all stockholders.
Importantly, Enhabit’s nine director nominees have the right
skillsets and expertise to understand the key drivers of the
business: payors, hospital networks and labor management. They also
bring the experience needed to effectively oversee the management
of a stand-alone, public company.
We believe critical experience would be lost without our slate
of directors, including (1) an understanding of the dynamics and
complexities involved in negotiating profitable Medicare Advantage
contracts with payors and developing diverse referral sources, (2)
public company accounting, internal control and compensation
expertise needed to maintain our well-functioning Audit and Human
Capital Committees and (3) C-suite level public company human
resources perspective.
In contrast to Enhabit’s fit-for-purpose Board, stockholders
should review the professional biographies of AREX’s director
candidates, which clearly have a variety of shortcomings and, in
some cases, clear conflicts of interest with Enhabit’s
business:
- AREX’s slate has only one candidate with listed public company
board experience – and this company went into bankruptcy during his
board tenure.
- While AREX claims its nominees have healthcare experience, upon
closer look most of this experience is of limited applicability,
unproven due to short track records and interim roles and/or
outdated with limited relevance to Enhabit’s business, given the
recent, dramatic evolution of the industry.
- AREX’s nominees lack current public accounting and internal
control experience to effectively oversee these areas or
effectively communicate with our internal and external
auditors.
- AREX’s nominees do not have the experience necessary to
effectively oversee the continuing evolution of our incentive and
retention programs for a dispersed workforce.
We believe shifting course now, by introducing any of AREX’s
unproven and inexperienced nominees to the Board, would be reckless
and potentially disruptive to the solid progress made over the past
three quarters.
AREX’S VAGUE PLAN AND PROPOSED SHADOW
MANAGEMENT COMMITTEE COULD DESTROY STOCKHOLDER VALUE
AREX’s campaign to replace a majority of directors and create a
“Transformation Committee” to implement its vague “Five-Point Plan”
for Enhabit risks derailing the progress Enhabit’s Board and
management team have made over the past few quarters. AREX’s
seven-candidate slate of directors, as well as the “plan” it
unveiled, are lacking in substance and flawed.
AREX’s plan speaks in very general terms and proposes three
months of evaluation – this evaluation to get AREX’s slate up to
speed will waste significant time and cause Enhabit to lose
momentum on its path to profitable growth. A public company board
should not be the platform for inexperienced director nominees to
gain the requisite expertise for serving on our Board.
Further, our CEO has serious concerns
about continuing to serve under the “Transformation Committee” as
proposed by AREX, one that will be comprised of four
directors who have no public company oversight experience and lack
material senior operating experience. In fact, their career
experience is commensurate with positions that would report to the
current members of Enhabit’s C-suite. Given the nature of the
experience of the individuals and the initiatives in AREX's “plan”,
we do not believe this committee would operate as anything short of
a shadow management team, likely with some degree of executive
authority.
YOUR VOTE MATTERS – VOTE THE YELLOW PROXY
CARD TODAY
Enhabit’s July 25 Annual Meeting is fast approaching, and it is
important that stockholders vote as soon as possible, no matter how
many shares they own. Make sure your voice is heard in this
critical director election. Enhabit urges stockholders to use the
YELLOW proxy card and vote “FOR” ONLY Enhabit’s nine nominees
proposed by the Board.
If stockholders have questions or need
assistance voting their shares, please contact:
MACKENZIE PARTNERS, INC.
Toll-Free: 1-800-322-2885
Or
Email: Enhabit@MacKenziePartners.com
About Enhabit Home Health & Hospice
Enhabit Home Health & Hospice (Enhabit, Inc.) is a leading
national home health and hospice provider working to expand what’s
possible for patient care in the home. Enhabit's team of clinicians
supports patients and their families where they are most
comfortable, with a nationwide footprint spanning 256 home health
locations and 112 hospice locations across 34 states. Enhabit
leverages advanced technology and compassionate teams to deliver
extraordinary patient care. For more information, visit
ehab.com.
Forward-Looking
Statements
Statements contained in this press release which are not
historical facts are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All
forward-looking information speaks only as of the date hereof, and
Enhabit undertakes no duty to publicly update or revise such
forward-looking information, whether as a result of new
information, future events, or otherwise. Such forward-looking
statements are based upon current information and involve a number
of risks and uncertainties, many of which are beyond our control.
Actual events or results may differ materially from those
anticipated in these forward-looking statements as a result of a
variety of factors. While it is impossible to identify all such
factors, factors which could cause actual events or results to
differ materially from our present expectations include, but are
not limited to, our ability to execute on our strategic plans,
regulatory and other developments impacting the markets for our
services, changes in reimbursement rates, general economic
conditions, changes in the episodic versus non-episodic mix of our
payors, the case mix of our patients, and payment methodologies,
our ability to attract and retain key management personnel and
health care professionals, potential disruptions or breaches of our
or our vendors’, payors’, and other contract counterparties’
information systems, the outcome of litigation, our ability to
successfully complete and integrate de novo locations,
acquisitions, investments, and joint ventures, our ability to
successfully integrate technology in our operations, our ability to
control costs, particularly labor and employee benefit costs, and
impacts resulting from the announcement of the conclusion of the
strategic review process. Additional information regarding risks
and factors that could cause actual results to differ materially
from those expressed or implied by any forward-looking statement in
this press release are described in reports filed with the SEC,
including our Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q, copies of which are available on the
Company’s website at http://investors.ehab.com and free of charge
through the website maintained by the SEC at www.sec.gov. We urge
you to consider all of the risks, uncertainties and factors
identified above or discussed in such reports carefully in
evaluating the forward-looking statements in this press
release.
Information Regarding non-GAAP
Financial Measures
Adjusted EBITDA is not a measure of financial performance under
generally accepted accounting principles in the United States of
America (“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 or superior to other measures of financial
performance prepared in accordance with GAAP, including Net (loss)
income. 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.
Management believes Adjusted EBITDA assists investors in
comparing our operating performance across operating periods on a
consistent basis by excluding items we do not believe are
indicative of our operating performance. We calculate Adjusted
EBITDA as Net (loss) income adjusted to exclude (1) income tax
(benefit) expense, (2) interest expense and amortization of debt
discounts and fees, (3) depreciation and amortization, (4) gains or
losses on disposal or impairment of assets or goodwill, (5)
stock‑based compensation, (6) net income attributable to
noncontrolling interests, (7) unusual or nonrecurring items not
typical of ongoing operations, and (8) gain on consolidation of
joint venture formerly accounted for under the equity method of
accounting. Unusual and nonrecurring items for the three months
ended June 30, 2024, include: (i) third-party legal and advisory
fees related to the strategic review process; (ii) certain
third-party, nonrecurring litigation fees related to a lawsuit in
which the Company is a plaintiff, styled Enhabit, Inc. et al. v.
Nautic Partners IX, L.P., et al. and pending in the Chancery Court
of Delaware, and in which the Company has asserted claims for
breach of fiduciary duty, aiding and abetting, and usurpation of
corporate opportunity arising from actions involving its former
officers; (iii) third-party legal and advisory fees related to
shareholder activism; and (iv) transition costs related to the
separation from Encompass Health Corporation.
Enhabit is unable to reconcile the guidance presented for
unaudited preliminary Adjusted EBITDA to its corresponding GAAP
measures without unreasonable effort due to the inherent difficulty
in predicting, with reasonable certainty, the future impact of
factors that are outside the control of Enhabit or otherwise
non-indicative of its ongoing operating performance. Accordingly,
the Company relies on the exception provided by Item 10(e)(1)(i)(B)
of Regulation S-K. Such factors include, but are not limited to,
the Company’s financial close procedures, final accounting
adjustments and other developments that may arise between the date
of this communication and the time that financial results for the
second quarter of 2024 are finalized, and such differences may be
material.
Important Additional Information and
Where to Find It
The Company has filed a definitive proxy statement on Schedule
14A and other documents with the SEC in connection with its
solicitation of proxies from the Company’s stockholders for the
Company’s 2024 annual meeting of stockholders. THE COMPANY’S
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO), THE ACCOMPANYING YELLOW PROXY CARD, AND ALL OTHER
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and stockholders may obtain a copy of the definitive proxy
statement, an accompanying YELLOW proxy card, any amendments or
supplements to the definitive proxy statement and other documents
filed by the Company with the SEC at no charge at the SEC’s website
at www.sec.gov. Copies will also be available at no charge by
clicking the “SEC Filings” link in the “Investors” section of the
Company’s website, http://investors.ehab.com, or by contacting
InvestorRelations@ehab.com as soon as reasonably practicable after
such materials are electronically filed with, or furnished to, the
SEC.
_________________________
1
Please see “Information regarding non-GAAP
Financial Measures” below.
2
Permission to use quotations was neither
sought nor obtained.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240721245606/en/
Media contact Erin Volbeda media@ehab.com
972-338-5141
Investor relations contact Crissy Carlisle
investorrelations@ehab.com 469-860-6061
Grafico Azioni Enhabit (NYSE:EHAB)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Enhabit (NYSE:EHAB)
Storico
Da Feb 2024 a Feb 2025
