<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
Commission File Number 0-19294
REHABCARE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0265872
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7733 Forsyth Boulevard, Suite 1700, St. Louis, MO 63105
(Address of principal executive offices and Zip Code)
314-863-7422
(Registrant's telephone number, including area code)
Indicate by check mark the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate the number of shares outstanding of the Registrant's common stock, as
of the latest practicable date.
Class Outstanding at November 10, 1997
- -------------------------------------- --------------------------------
Common Stock, par value $.01 per share 5,766,557
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<PAGE> 2
REHABCARE GROUP, INC.
Index
Part I. - Financial Information
Item 1. - Condensed Consolidated Financial Statements
Condensed consolidated balance sheets,
September 30, 1997 (unaudited) and December 31, 1996 3
Condensed consolidated statements of earnings for the three months
and nine months ended September 30, 1997 and 1996 (unaudited) 4
Condensed consolidated statements of cash flows for the
nine months ended September 30, 1997 and 1996 (unaudited) 5
Notes to condensed consolidated financial statements (unaudited) 6
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II. - Other Information
Item 6. - Exhibits and Reports on Form 8-K 10
Signatures 11
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<PAGE> 3
PART 1. - FINANCIAL INFORMATION
Item 1. - Condensed Consolidated Financial Statements
<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Balance Sheets
(Dollar amounts in thousands)
<CAPTION>
September 30, December 31,
1997 1996
(unaudited)
<S> <C> <C>
Assets:
Current assets:
Cash and cash equivalents $ 2,100 $ 772
Marketable securities 4,502 6,666
Accounts receivable, net of allowance for
doubtful accounts of $2,013 and $1,386,
respectively 22,148 15,546
Deferred tax assets 2,132 921
Prepaid expenses and other current assets 822 525
------ ------
Total current assets 31,704 24,430
------ ------
Investment in unconsolidated subsidiary 665 --
------ ------
Marketable securities, noncurrent 1,718 1,310
------ ------
Equipment and leasehold improvements, net 3,369 2,935
------ ------
Other assets:
Excess of cost over net assets acquired, net 53,314 47,119
Deferred contract costs, net 1,122 1,302
Pre-opening costs, net 2,758 2,295
Deferred tax assets 203 424
Other 1,035 987
------ ------
Total other assets 58,432 52,127
------ ------
$ 95,888 $ 80,802
====== ======
Liabilities and Stockholders' Equity:
Current liabilities:
Revolving credit facility $ 1,500 $ 500
Current portion of long-term debt 3,500 2,967
Current portion of notes payable, related parties 770 --
Accounts payable 1,962 1,083
Accrued salaries and wages 10,063 6,969
Income taxes payable 1,481 1,631
Accrued expenses and other liabilities 3,483 2,026
------ ------
Total current liabilities 22,759 15,176
------ ------
Deferred compensation 2,423 1,956
------ ------
Long-term debt, less current portion 28,000 8,000
------ ------
Notes payable, related parties, less current portion 7,588 6,000
------ ------
Stockholders' equity:
Common stock, $.01 par value; authorized 20,000,000
shares, issued 7,152,191 shares and 7,040,043
shares, respectively 72 70
Additional paid-in capital 23,574 22,793
Retained earnings 32,448 24,577
Less common stock held in treasury at cost,
1,405,158 shares as of September 30, 1997 (21,678) --
Unrealized gain on marketable securities,
net of tax 702 2,230
------ ------
Total stockholders' equity 35,118 49,670
------ ------
$ 95,888 $ 80,802
====== ======
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 4
<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Statements of Earnings
(Amounts in thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues $42,151 $31,310 $118,052 $87,035
Costs and expenses:
Operating expenses 29,331 22,392 81,799 62,428
General and administrative 7,001 4,917 19,855 13,386
Depreciation and amortization 965 822 2,770 2,308
------ ------ ------- ------
Total costs and expenses 37,297 28,131 104,424 78,122
------ ------ ------- ------
Operating earnings 4,854 3,179 13,628 8,913
Interest income 48 33 141 230
Interest expense (779) (360) (2,010) (973)
Other income(expense) 16 (1) 16 18
Gain on sale of investment -- -- 1,448 --
----- ----- ------ ------
Earnings before income taxes 4,139 2,851 13,223 8,188
Income taxes 1,700 1,144 5,352 3,299
------ ------ ------ ------
Net earnings $ 2,439 $ 1,707 $ 7,871 $ 4,889
====== ====== ====== ======
Net earnings per common and common equivalent share:
Primary $ .36 $ .23 $ 1.13 $ .67
====== ====== ====== ======
Assuming full dilution $ .34 $ .22 $ 1.06 $ .64
====== ====== ====== ======
Weighted average number of common and
common equivalent shares outstanding:
Primary 6,766 7,368 6,989 7,308
===== ===== ===== =====
Assuming full dilution 7,276 7,902 7,611 7,784
===== ===== ===== =====
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 5
<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
<CAPTION>
Nine Months Ended September 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 7,871 $ 4,889
------ ------
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Equity earnings in joint venture (10) --
Depreciation and amortization 2,770 2,308
Provision for losses on accounts receivable 492 441
Deferred compensation 467 524
Increase in accounts receivable (5,532) (1,902)
Decrease (increase) in prepaid expenses and
other current assets (280) 371
Decrease(increase) in other assets (38) 203
Increase (decrease)in accounts payable
and accrued expenses 2,038 (2,262)
Increase in accrued salaries and wages 2,524 1,539
Decrease in income taxes payable (1,652) (775)
------ ------
779 447
------ ------
Net cash provided by operating activities 8,650 5,336
------ ------
Cash flows from investing activities:
Additions to equipment and leasehold
improvements, net (1,101) (778)
Deferred contract costs (221) (327)
Purchase of investments (738) (1,061)
Repayment of advance to joint venture -- 265
Proceeds from sale/maturities of investments 1,477 1,815
Pre-opening costs (1,084) (470)
Investment in joint venture (655) --
Acquisition of businesses, net of cash received (7,253) (19,258)
------ ------
Net cash used in investing activities (9,575) (19,814)
------ ------
Cash flows from financing activities:
Proceeds from revolving credit facility, net 1,000 --
Payments on long-term debt (2,500) (1,250)
Payments on subordinated notes (538) (814)
Proceeds on issuance of note payable 1,825 6,000
Proceeds on issuance of long-term debt 24,000 7,250
Purchase of treasury stock (23,131) --
Proceeds on issuance of common stock 1,393 774
Other 204 --
------ ------
Net cash provided by financing activities 2,253 11,960
------ ------
Net increase (decrease) in cash and
cash equivalents 1,328 (2,518)
Cash and cash equivalents at beginning of period 772 3,963
------ ------
Cash and cash equivalents at end of period $ 2,100 $ 1,445
====== ======
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 6
REHABCARE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. - Basis of Presentation
The condensed consolidated balance sheets and related condensed consolidated
statements of earnings and statements of cash flows contained in this Form 10-Q,
which are unaudited, include the accounts of the Company and its wholly owned
subsidiaries. All significant intercompany accounts and activity have been
eliminated in consolidation. In the opinion of management, all adjustments
necessary for a fair presentation of such financial statements have been
included. Adjustments consisted only of normal recurring items. The results of
operations for the three months and nine months ended September 30, 1997, are
not necessarily indicative of the results to be expected for the fiscal year.
The condensed consolidated financial statements do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. Reference is made to the Company's audited
consolidated financial statements and the related notes as of December 31, 1996
and February 29, 1996 and for the ten months ended December 31, 1996 and for
each of the years in the two-year period ended February 29, 1996, included in
the Annual Report on Form 10-K on file with the Securities and Exchange
Commission, which provide additional disclosures and a further description of
accounting policies.
The Company changed its fiscal year end from the last day of February to
December 31, effective as of December 31, 1996. For purposes of comparability,
the condensed consolidated statements of earnings and statements of cash flows
for the nine month periods ended September 30, 1997 and 1996 have been set forth
herein.
Note 2. - Acquisitions
On January 28, 1997, the Company purchased 100% of the capital stock of
TeamRehab, Inc. and Moore Rehabilitation Services, Inc. ("Team and Moore"). The
aggregate purchase price of $5,600,000 paid at closing included $3,600,000 in
cash, a $1,500,000 subordinated promissory note, and 25,365 shares of the
Company's common stock. Additional consideration will be paid to the former Team
and Moore stockholders contingent upon the attainment of certain target
cumulative earnings before interest and income taxes, up to a maximum of
$2,400,000 in additional consideration over four years. On June 12, 1997, the
Company purchased 100% of the capital stock of Rehab Unlimited, Inc. The
aggregate purchase price of $1,350,000 paid at closing included $675,000 in
cash, a $325,000 subordinated promissory note, and 10,736 shares of the
Company's common stock. The acquisitions have been accounted for by the purchase
method of accounting, whereby the operating results have been included in the
Company's results of operations commencing on the respective closing dates of
the acquisitions. Goodwill related to the acquisitions totaling $6,254,000 is
being amortized over 40 years.
On August 15, 1997, the Company acquired a 40% interest in Allied Therapy
Services, L.L.C. for $630,000 in cash and notes. The joint venture provides
physical, occupational and speech therapy services to nursing homes, other
long-term care facilities, outpatient clinics, school systems, and home health
agencies in southern Georgia and northern Florida. The Company accounts for its
investment using the equity method.
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<PAGE> 7
Note 3. - Common Stock Repurchase
On January 31, 1997, the Company made a tender offer to purchase up to
925,000 shares of its common stock at a single purchase price, not less than
$20.00 nor in excess of $22.50 per share. The actual purchase price was
determined based on the lowest single purchase price at which stockholders
tendered shares that was sufficient to purchase at least 925,000 shares. As of
February 28, 1997, the closing date, shares totaling greater than 925,000 were
tendered, resulting in the Company's repurchase on March 12, 1997, of a total of
999,955 shares at the single purchase price of $22.50 per share. To finance the
repurchase, on March 5, 1997, the Company's bank term loan and revolving credit
facility were restructured. Under the terms of the restructured loan agreement,
the Company entered into a five-year, $25,000,000 bank term loan and a
$20,000,000 revolving credit facility. The amount that may be borrowed under the
revolving credit facility was increased to the lesser of $20,000,000 or 85% of
eligible accounts receivable. Amounts borrowed under the revised term loan and
revolving credit facility bear interest at the Company's option, at the bank's
Corporate Base Rate, or London Interbank Offered Rates plus from 1.25% to 2.00%,
or a combination of the two, such rates being dependent on the ratio of the
Company's indebtedness, net of cash and marketable securities, to cash flow. The
effective interest rate on the bank loans for the nine-month period ended
September 30, 1997 was approximately 7.3%.
Note 4. - Earnings Per Share
In February 1997, Statement of Financial Accounting Standards No. 128 ("SFAS
128"), "Earnings Per Share," was issued establishing new standards for computing
and presenting earnings per share. The historical measures of earnings per share
(primary and fully diluted) are replaced with two new computations of earnings
per share (basic and diluted). The Company will adopt SFAS 128 for the year
ended December 31, 1997. Earnings per share, on a pro forma basis, for the
three-month and nine-month periods ended September 30, 1997 and 1996, computed
pursuant to the provisions of SFAS 128 and adjusted for the three-for-two stock
split, would have been as follows:
<TABLE>
Three Months Ended Nine Month Ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<CAPTION>
<S> <C> <C> <C> <C>
Basic earnings per share $ .43 $ .25 $ 1.30 $ .70
Diluted earnings per share $ .35 $ .23 $ 1.08 $ .66
</TABLE>
Note 5. - Subsequent Event
On August 26, 1997, the Company's Board of Directors approved a
three-for-two split of the Company's common stock in the form of a stock
dividend, payable October 1, 1997, to shareholders of record as of September 12,
1997. Share and per share amounts in the condensed consolidated financial
statements have been restated to reflect the split.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Company provides physical medicine, rehabilitation and chronic care
services in a variety of settings under multi-year contracts. These settings
include acute
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rehabilitation units that may or may not be exempt from the Medicare Prospective
Payment System (PPS), depending on their stage of development; subacute units
that are operated within licensed skilled nursing units; and outpatient clinics,
both on and off campus of the host hospital. The Company also is a contract
provider of therapists on a continuing and temporary basis to hospitals and
long-term care and rehabilitation facilities.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Operating Statistics September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Inpatient Units (Acute and Subacute)
Average bed capacity 2,149 1,820 2,070 1,801
Average billable length of stay (days) 15.0 15.6 15.1 16.0
Billable patient days served 135,083 105,783 390,211 314,014
Admissions 9,007 6,794 25,799 19,591
Average daily billable census 1,468 1,150 1,429 1,146
Average occupied beds per unit 13.0 12.6 13.3 12.8
Total units in operation at end of period 116 91 116 91
Outpatient Clinics
Patient visits 53,494 47,976 174,401 174,554
Units of service 171,052 151,421 553,808 519,350
Total clinics in operation at end of period 16 19 16 19
Therapist Placement
Weeks worked 7,726 6,850 21,943 N/A
Contract Therapy
Number of locations at end of period 43 N/A 43 N/A
</TABLE>
Three Months Ended September 30, 1997 Compared to Three Months Ended September
30, 1996
Operating revenues during the third quarter of calendar 1997 increased
by $10,841,000, or 34.6%, to $42,151,000. Acquisitions accounted for 24.9% of
the net increase. A 24.3% increase in the average number of inpatient units from
91.0 to 113.1 units and an increase in the average daily billable census per
inpatient unit of 3.2% from 12.6 to 13.0, generated a 27.7% increase in billable
patient days to 135,083 and a 21.8% increase in revenue from inpatient units.
The increase in billable census per unit for inpatient units is primarily
attributable to a 6.7% increase in admissions per unit offset by a 3.8% decline
in average billable length of stay. The decline in average billable length of
stay reflects both the continued trend of reduced rehabilitation lengths of stay
and the increase in subacute units operational in 1997, which carry a shorter
length of stay than acute rehabilitation units. The increase in billable patient
days was offset by a 4.6% decrease in average per diem billing rates, reflecting
a greater mix of subacute units which carry lower average per diem rates than
acute units. The $4,423,000 increase in inpatient unit revenue was offset by a
9.7% decrease in outpatient revenue to $2,155,000, primarily reflecting the loss
of two units during the second quarter of calendar 1997 and one unit in the
third quarter of calendar 1997.
Operating expenses for the three-month periods compared increased by
$6,939,000, or 31.0% to $29,331,000. Acquisitions accounted for 21.8% of the net
increase. The remaining increase was attributable to the increase in patient
days and increased placements at Healthcare Staffing Solutions, Inc. ("HSSI").
The excess of operating expenses over operating revenues associated
with non-exempt units increased from $183,000 to $278,000, attributable to the
increase in the average number of non-exempt units from 5.4 to 7.9. Average
start-up losses
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for units for which the company provides therapy staff during their non-exempt
year can range to as high as $150,000 to $200,000.
General and administrative expenses increased $2,084,000, or 42.4%, to
$7,001,000, reflecting increases in professional services and business
development compared to the previous year, plus the addition of corporate staff
from acquisitions.
Interest expense increased $419,000 reflecting an increase in interest
rates and interest on additional debt arising from the repurchase of shares of
the Company's common stock plus the acquisitions of Team and Moore and Rehab
Unlimited, Inc.
Earnings before income taxes increased by $1,288,000, or 45.2%, to
$4,139,000. The provision for income taxes for the third quarter of calendar
1997 was $1,700,000, compared to $1,144,000 for 1996, reflecting effective
income tax rates of 41.1% and 40.1% for the respective quarters. The higher rate
is attributable to an increase in meal costs, which are subject to a 50%
deduction limitation. Net earnings increased by $732,000, or 42.9% to
$2,439,000. Earnings per share increased 56.5% to 36 cents from 23 cents on an
8.2% decrease in the weighted average shares outstanding. The decrease in shares
outstanding is attributable to the repurchase of shares of the Company's common
stock in the first quarter of 1997 offset by an increase in common stock
equivalents resulting from an increase in the market price of the Company's
stock relative to the underlying exercise prices of outstanding stock options.
See "Liquidity and Capital Resources."
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996
Operating revenues during the first nine months of calendar 1997
increased by $31,017,000, or 35.6%, to $118,052,000. Acquisitions accounted for
37.2% of the net increase. A 19.3% increase in the average number of inpatient
units from 90.2 to 107.6 units and an increase in the average daily billable
census per inpatient unit of 4.7% from 12.7 to 13.3, generated a 24.3% increase
in billable patient days to 390,211 and a 20.8% increase in revenue from
inpatient units. The increase in billable census per unit for inpatient units is
primarily attributable to a 10.3% increase in admissions per unit offset by a
5.6% decline in average billable length of stay. The decline in average billable
length of stay reflects both the continued trend of reduced rehabilitation
lengths of stay and the increase in subacute units operational in 1997, which
carry a shorter length of stay than acute rehabilitation units. The increase in
billable patient days was offset by a 2.8% decrease in average per diem billing
rates, reflecting a greater mix of subacute units, which carry lower average per
diem rates than acute units. The $12,430,000 increase in inpatient unit revenue
was offset by a 7.7% decrease in outpatient revenue to $7,274,000, primarily
reflecting the loss of three units.
Operating expenses for the nine-month periods compared increased by
$19,371,000, or 31.0% to $81,799,000. Acquisitions accounted for 36.7% of the
net increase. The remaining increase was attributable to the increase in patient
days and increased placements at HSSI.
The excess of operating expenses over operating revenues associated
with non-exempt units decreased from $696,000 to $645,000, on an increase in the
average number of non-exempt units from 5.1 to 7.6. The per unit average excess
of operating expenses over operating revenues declined from $136,000 to $85,000
reflecting a 16.0% increase in billable patients per unit to 2.9 plus a greater
percentage of units where the Company is not obligated to provide therapy staff.
Average start-up losses for units for which the Company provides therapy staff
during their non-exempt year can range to as high as $150,000 to $200,000.
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General and administrative expenses increased $6,469,000, or 48.3%, to
$19,855,000, reflecting increases in professional services, business development
and general office, compared to the previous year, plus the addition of
corporate staff from acquisitions.
Interest income decreased $89,000 as a result of reductions in
investment balances, as cash was used to make acquisitions and make payments on
Company debt.
Interest expense increased $1,037,000 reflecting an increase in
interest rates and interest on additional debt arising from the repurchase of
shares of the Company's common stock and the acquisitions of HSSI and Team and
Moore. Gain on sale of investment reflects the sale in the first quarter of 1997
of approximately 50% of the Company's investment in Intensiva Healthcare
Corporation.
Earnings before income taxes increased by $5,035,000, or 61.5%, to
$13,223,000. The provision for income taxes for the first nine months of
calendar 1997 was $5,352,000, compared to $3,299,000 for 1996, reflecting
effective income tax rates of 40.5% and 40.3% for the respective periods. Net
earnings increased by $2,982,000, or 61.0% to $7,871,000. Earnings per share
increased 68.7% to $1.13 from 67 cents on a 4.4% decrease in the weighted
average shares outstanding. The gain on sale of investment accounted for 12
cents of the increase in earnings per share. The decrease in shares outstanding
is attributable to the repurchase of shares of the Company's common stock offset
by an increase in common stock equivalents resulting from an increase in the
market price of the Company's stock relative to the underlying exercise prices
of outstanding stock options. See "Liquidity and Capital Resources."
Liquidity and Capital Resources
As of September 30, 1997, the Company had $6,602,000 in cash and
current marketable securities and a current ratio of 1.4:1. Working capital
decreased by $309,000 as of September 30, 1997, compared to December 31, 1996,
due to the cash paid and debt arising from the acquisitions of Team and Moore
and Rehab Unlimited, Inc. and the increase in current portion of long-term debt
issued in the repurchase of shares of the Company's common stock, offset by cash
flows generated by operations.
Net accounts receivable were $22,148,000 at September 30, 1997,
compared to $15,546,000 at December 31, 1996. The number of days average net
revenue in net receivables was 48.3 at September 30, 1997 compared to 45.5 at
December 31, 1996.
The Company's operating cash flows constitute its primary source of
liquidity and historically have been sufficient to fund its working capital and
capital expansion requirements. The Company expects to meet its future working
capital, capital expenditure, business expansion and debt service requirements
from a combination of internal sources and outside financing. The Company has a
$20,000,000 revolving line of credit and a balance outstanding as of September
30, 1997, of $9,500,000.
Part II. - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-k
None
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<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REHABCARE GROUP, INC.
November 10, 1997
By:/s/ John R. Finkenkeller
John R. Finkenkeller
Senior Vice President
and Treasurer
(Chief Accounting Officer)
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<PAGE> 12
EXHIBIT INDEX
Page Number
27 Financial Data Schedule
Not Included in
Paper Filing
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,100
<SECURITIES> 4,502
<RECEIVABLES> 24,161
<ALLOWANCES> 2,013
<INVENTORY> 0
<CURRENT-ASSETS> 31,704
<PP&E> 3,369
<DEPRECIATION> 0
<TOTAL-ASSETS> 95,888
<CURRENT-LIABILITIES> 22,759
<BONDS> 35,588
0
0
<COMMON> 72
<OTHER-SE> 35,046
<TOTAL-LIABILITY-AND-EQUITY> 95,888
<SALES> 118,052
<TOTAL-REVENUES> 118,052
<CGS> 81,799
<TOTAL-COSTS> 104,424
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,010
<INCOME-PRETAX> 13,223
<INCOME-TAX> 5,352
<INCOME-CONTINUING> 7,871
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,871
<EPS-PRIMARY> 1.13
<EPS-DILUTED> 1.06
</TABLE>
