<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 March 31, 1999
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 whether 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 May 12, 1999
- -------------------------------------- ---------------------------
Common Stock, par value $.01 per share 6,527,270
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<PAGE> 2
REHABCARE GROUP, INC.
Index
Part I. - Financial Information
Item 1. - Condensed Consolidated Financial Statements
Condensed consolidated balance sheets,
March 31, 1999 (unaudited) and December 31, 1998 3
Condensed consolidated statements of earnings for the three
months ended March 31, 1999 and 1998 (unaudited) 4
Condensed consolidated statements of comprehensive earnings
for the three months ended March 31, 1999 and 1998 (unaudited) 5
Condensed consolidated statements of cash flows for the
three months ended March 31, 1999 and 1998 (unaudited) 6
Notes to condensed consolidated financial statements (unaudited) 7
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. - Other Information
Item 4. - Submission of Matters to Security Holders 13
Item 6. - Exhibits and Reports on Form 8-K 14
Signatures 15
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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>
March 31, December 31,
1999 1998
--------- ------------
<S> <C> <C>
Assets: (unaudited)
Current assets:
Cash and cash equivalents $ 6,838 $ 5,666
Marketable securities, available-for-sale 3,017 3,017
Accounts receivable, net of allowance for doubtful
accounts of $3,484 and $3,404, respectively 46,652 46,349
Deferred tax assets 3,340 3,382
Prepaid expenses and other current assets 1,443 938
------- -------
Total current assets 61,290 59,352
------- -------
Marketable securities, trading, non-current 1,590 1,240
------- -------
Equipment and leasehold improvements, net 4,634 4,537
------- -------
Other assets:
Excess of cost over net assets acquired, net 85,479 86,285
Deferred contract costs, net 1,311 1,184
Investments in nonconsolidated subsidiary 1,634 1,648
Other 2,745 2,624
------- -------
Total other assets 91,169 91,741
------- -------
$158,683 $156,870
======= =======
Liabilities and Stockholders' Equity:
Current liabilities:
Current portion of long-term debt $ 11,926 $ 11,926
Accounts payable 2,274 2,179
Accrued salaries and wages 13,538 14,049
Accrued expenses 9,116 8,601
Income taxes payable 2,460 1,991
------- -------
Total current liabilities 39,314 38,746
------- -------
Deferred compensation and other long-term liabilities 3,467 3,084
------- -------
Deferred tax liabilities 1,042 955
------- -------
Long-term debt, less current portion 50,967 53,929
------- -------
Stockholders' equity:
Common stock, $.01 par value; authorized 20,000,000
shares, issued 7,693,504 and 7,657,391 shares
respectively 77 77
Additional paid-in capital 30,961 30,654
Retained earnings 50,820 47,390
Less common stock held in treasury at cost,
1,166,234 shares (17,975) (17,975)
Accumulated other comprehensive earnings 10 10
------- -------
Total stockholders' equity 63,893 60,156
------- -------
$158,683 $156,870
======= =======
See notes to condensed consolidated financial statements.
</TABLE>
3 of 16
<PAGE> 4
<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Statements of Earnings
(Amounts in thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1999 1998
----------------------------
<S> <C> <C>
Operating revenues $69,185 $43,564
Costs and expenses:
Operating expenses 49,478 29,735
General and administrative 11,811 7,598
Depreciation and amortization 1,208 892
------ ------
Total costs and expenses 62,497 38,225
------ ------
Operating earnings 6,688 5,339
Interest income 65 54
Interest expense (1,065) (693)
Other income (expense), net (2) 42
------ ------
Earnings before income taxes and cumulative effect
of change in accounting principle 5,686 4,742
Income taxes 2,256 1,950
------ ------
Earnings before cumulative effect of
change in accounting principle 3,430 2,792
Cumulative effect of change in accounting
for start-up costs, net of tax -- (776)
------ ------
Net earnings $ 3,430 $ 2,016
====== ======
Net earnings per common share:
Basic
Earnings before cumulative effect of
change in accounting principle $ .53 $ .47
Cumulative effect of change in accounting
for start-up costs -- (.13)
------ ------
Net earnings $ .53 $ .34
====== ======
Diluted
Earnings before cumulative effect of
change in accounting principle $ .47 $ .40
Cumulative effect of change in accounting
for start-up costs -- (.11)
------ ------
Net earnings $ .47 $ .29
====== ======
Weighted average number of common shares outstanding:
Basic 6,508 5,920
====== ======
Diluted 7,358 7,172
====== ======
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE> 5
<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Statements of Comprehensive Earnings
(Amounts in thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1999 1998
----------------------------
<S> <C> <C>
Net earnings $ 3,430 $ 2,016
Other comprehensive earnings, net of tax
Unrealized gains on securities:
Unrealized holding gains arising during
period -- 60
Less: reclassification adjustment for
realized gains included in net earnings -- --
------ ------
Comprehensive earnings $ 3,430 $ 2,076
====== ======
</TABLE>
See notes to condensed consolidated financial statements.
5 of 16
<PAGE> 6
<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,430 $ 2,016
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Cumulative effect of change in accounting
for start-up costs -- 776
Depreciation and amortization 1,208 892
Provision for losses on accounts receivable 351 255
Equity in loss (earnings) of affiliate 9 (39)
Increase (decrease) in deferred compensation 416 (216)
Decrease (increase) in accounts receivable, net (654) 297
Increase in prepaid expenses and other
current assets (505) (4)
Decrease (increase) in other assets (61) 64
Increase in accounts payable and accrued expenses 577 886
Decrease in accrued salaries and wages (511) (177)
Increase in income taxes payable and deferred 598 966
------ ------
Net cash provided by operating activities 4,858 5,716
------ ------
Cash flows from investing activities:
Additions to equipment and leasehold improvements, net (453) (150)
Purchase of marketable securities (350) (330)
Deferred contract costs (200) (150)
Proceeds from sale/maturities of investments -- 615
Other (28) (209)
Cash paid in acquisition of businesses,
net of cash received -- (2,104)
------ ------
Net cash used in investing activities (1,031) (2,328)
------ ------
Cash flows from financing activities:
Payments on long-term debt (2,962) (2,344)
Exercise of stock options, including tax benefit 307 1,165
------ ------
Net cash used in financing activities (2,655) (1,179)
------ ------
Net increase in cash and cash equivalents 1,172 2,209
Cash and cash equivalents at beginning of period 5,666 1,975
------ ------
Cash and cash equivalents at end of period $ 6,838 $ 4,184
====== ======
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 7
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, comprehensive earnings and 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 ended March 31, 1999, 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, 1998
and 1997 and for the years ended December 31, 1998 and 1997, and for the ten
months ended December 31, 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.
Note 2. - Acquisitions
On July 31, 1998, the Company acquired Rehabilitative Care Systems of
America, Inc. ("RCSA"), a provider of program outpatient therapy, for
consideration consisting of cash and stock. On August 17, 1998, the Company
acquired StarMed Staffing, Inc. ("StarMed"), a provider of nurse staffing, and
certain related entities for cash from Medical Resources, Inc. On September 9,
1998, the Company acquired Therapeutic Systems, Ltd. ("Therapeutic Systems"), a
provider of contract therapy, for consideration consisting of cash, stock and
notes. The aggregate purchase prices for these acquisitions paid at closing was
$41,150,000, consisting of $37,950,000 in cash, 130,426 shares of stock and
$1,000,000 in subordinated notes. An additional $2,000,000 in cash consideration
in the purchase of StarMed has been deferred until certain contingencies expire
and is secured by a bank letter of credit held by a third-party escrow agent.
Additional consideration may be paid to the former stockholders of RCSA,
contingent upon the retention of clients, and Therapeutic Systems, contingent
upon the attainment of certain financial goals over the next three years, of up
to $4,950,000. The cash purchase price was funded through borrowings made
available by an increase in the company's bank credit facility to $90,000,000.
Goodwill of approximately $33,000,000 related to the acquisitions is being
amortized over 40 years.
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<PAGE> 8
<TABLE>
Note 3. - Earnings per Share
Three Months Ended
March 31,
1999 1998
---- ----
<S> <C> <C>
Numerator:
Numerator for basic earnings per
share - earnings available to
common stockholders (net earnings) $3,430,000 $2,016,000
Effect of dilutive securities -
after-tax interest on convertible
subordinated promissory notes 55,000 55,000
--------- ---------
Numerator for diluted earnings per
share - earnings available to
common stockholders after assumed
conversions $3,485,000 $2,071,000
========== =========
Denominator:
Denominator for basic earnings per share-
weighted-average shares outstanding 6,508,000 5,920,000
Effect of dilutive securities:
Stock options 427,000 737,000
Convertible subordinated promissory
notes 423,000 423,000
Contingently issuable shares -- 92,000
--------- ---------
Denominator for diluted earnings per
share - adjusted weighted-average
shares and assumed conversions 7,358,000 7,172,000
========= =========
Basic earnings per share $.53 $.34
=== ===
Diluted earnings per share $.47 $.29
=== ===
</TABLE>
Note 4. - Industry Segment Information
The Company operates in two business segments that are managed separately
based on fundamental differences in operations: program management and staffing.
The program management segment includes the management of acute rehabilitation
and skilled nursing units, outpatient programs and contract therapy services.
The staffing segment includes staffing of nurses and therapists on a temporary
and permanent basis. All of the Company's services are provided in the United
States. Summarized information about the Company's operations for the three
months ended March 31, 1999 and 1998 in each industry segment is as follows:
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<PAGE> 9
<TABLE>
Revenues from
Unaffiliated Customers Operating Earnings
--------------------------------- -----------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Program management $38,121,000 $32,146,000 $5,705,000 $4,742,000
Staffing $31,064,000 $11,418,000 $ 983,000 $ 597,000
---------- ---------- --------- ---------
Total $69,185,000 $43,564,000 $6,688,000 $5,339,000
========== ========== ========= =========
</TABLE>
<TABLE>
Total Assets Depreciation and Amortization
-------------------------------- -----------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Program management $ 87,407,000 $66,065,000 $ 779,000 $652,000
Staffing $ 71,276,000 $32,823,000 $ 429,000 $240,000
----------- ---------- --------- -------
Total $158,683,000 $98,888,000 $1,208,000 $892,000
=========== ========== ========= =======
</TABLE>
<TABLE>
Capital Expenditures
------------------------------
1999 1998
---- ----
<S> <C> <C>
Program management $339,000 $100,000
Staffing $114,000 $ 64,000
------- -------
Total $453,000 $164,000
======= =======
</TABLE>
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 distinct-part acute 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; outpatient clinics, both on and off campus of the host hospital, and
therapy services for long-term care facilities and school districts. The Company
also is a contract provider of therapist and nurse staffing on a continuing and
temporary basis to hospitals and long-term care and rehabilitation facilities.
<TABLE>
Three Months Ended
Operating Statistics March 31,
1999 1998
----------------------
<S> <C> <C>
Operating Statistics
Inpatient Units (Acute and Subacute)
Average bed capacity 2,590 2,292
Average billable length of stay (days) 14.3 14.6
Billable patient days served 174,583 153,353
Admissions 12,217 10,539
Average daily billable census 1,940 1,704
Average occupied beds per unit 14.8 14.4
Total units in operation at end of period 131 120
</TABLE>
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<PAGE> 10
<TABLE>
Three Months Ended
March 31,
1999 1998
---------------------
<S> <C> <C>
Outpatient Clinics
Patient visits 158,603 62,872
Units of service 427,339 196,184
Total clinics in operation at end of period 34 20
Contract Therapy
Number of locations at end of period 77 42
Staffing
Weeks worked 27,430 7,195
</TABLE>
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998
Operating revenues during the first quarter 1999 increased by $25,621,000,
or 58.8%, to $69,185,000 as compared to the first quarter of 1998. Acquisitions
accounted for substantially all of the net increase as increases in inpatient,
outpatient and nurse travel revenues were offset by a decline in therapy
staffing revenue. Inpatient unit revenue increased by $2,225,000. A 10.6%
increase in the average number of inpatient units from 118.7 to 131.3 units, and
an increase in the average daily billable census per inpatient unit of 2.8% from
14.4 to 14.8, generated a 13.8% increase in billable patient days to 174,583 and
an 8.3% increase in revenue from inpatient units. The increase in billable
census per unit for inpatient units is primarily attributable to a 4.7% increase
in admissions per unit, offset by a 1.8% decline in average billable length of
stay. The decline in average length of stay reflects the continued trend of
reduced rehabilitation lengths of stay. The increase in billable patient days
was offset by a 4.9% decrease in average per diem billing rates, reflecting
lower per diem billing rates for subacute units subject to the Balanced Budget
Act of 1997 ("BBA"). Outpatient revenue increased 136.8% to $6,356,000
reflecting $986,000 from the July 1998 acquisition of RCSA, an increase in the
average number of outpatient clinics managed from 18.5 to 35.7 (including 12
from RCSA) and an increase in units of service per clinic. Contract therapy
revenue increased 2.9% to $2,778,000 reflecting $1,529,000 from the acquisition
of Therapeutic Systems in September 1998, offset by a 42.8% decrease in revenue
per unit to $36,796, reflecting lower reimbursement rates under the BBA.
Staffing revenue increased 164.9% to $31,102,000, reflecting the addition of
$23,404,000 in per diem nurse staffing revenue achieved through the August 1998
acquisition of StarMed and an increase in travel nursing staffing revenue of
$5,428,000, offset by an approximate $9,441,000 decrease in therapy staffing
revenues. Demand for therapists has declined significantly as a result of the
implementation of a prospective payment system for skilled nursing facilities
and units.
Operating expenses for the three months ending March 31, 1999 increased by
$19,743,000, or 66.4%, to $49,478,000 as compared to the three months ending
March 31, 1998. Acquisitions accounted for substantially all of the net
increase. A $3,226,000 increase in operating expenses attributable to the
increase in patient days and units of services was offset by decreased therapy
staffing costs.
The excess of operating expenses over operating revenues associated with
non-exempt units decreased from $132,000 to $99,000, on an increase in the
average number of non-exempt units from 3.0 to 4.0. The per unit average excess
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of operating expenses over operating revenues decreased from $44,000 to $25,000
reflecting an increase in the average billable census per unit from 2.8 to 5.5.
The average excess of operating expenses over operating revenues for units
during their non-exempt year can range to as high as $150,000 to $200,000.
General and administrative expenses increased $4,213,000, or 55.4%, to
$11,811,000, reflecting increases in corporate office expenses as well as
marketing, business development, operations and professional services in support
of the increase in units, plus the addition of general and administrative
expenses of companies acquired.
Depreciation and amortization increased $316,000 reflecting an increase in
goodwill from acquisitions.
Interest expense increased $372,000 reflecting interest on additional debt
issued in the 1998 acquisitions.
Earnings before income taxes and cumulative effect of change in accounting
principle increased by $944,000, or 19.9%, to $5,686,000. The provision for
income taxes for 1999 was $2,256,000 compared to $1,950,000 in 1998, reflecting
effective income tax rates of 39.7% and 41.1%, respectively. Earnings before
cumulative effect of change in accounting principle increased by $638,000, or
22.9%, to $3,430,000. The cumulative effect of change in accounting principle of
$776,000 represents the after-tax charge related to the adoption, effective
January 1, 1998, of Statement of Position No. 98-5 Reporting on the Costs of
Start-up Activities. Net earnings increased by $1,414,000, or 70.1%, to
$3,430,000. Diluted earnings per share increased 62.1% to $.47 from $.29 on a
2.6% increase in the weighted-average shares and assumed conversions
outstanding. The cumulative effect of change in accounting principle reduced
earnings per share by $.11 in 1998 with no comparable reduction in 1999.
Excluding the cumulative effect of the change in accounting principle, diluted
earnings per share increased 17.5% from $.40 in 1998 to $.47 in 1999. The
increase in shares outstanding is attributable primarily to stock option
exercises and shares issued in the 1998 acquisitions, offset by a decrease in
the dilutive effect of stock options resulting from a decrease in the average
market price of the Company's stock relative to the underlying exercise prices
of outstanding options.
Liquidity and Capital Resources
As of March 31, 1999, the Company had $9,855,000 in cash and current
marketable securities and a current ratio of 1.6:1. Working capital increased by
$1,370,000 as of March 31, 1999, compared to December 31, 1998, reflecting cash
generated by operations.
Net accounts receivable were $46,652,000 at March 31, 1999, compared to
$46,349,000 at December 31, 1998. The number of days average net revenue in net
receivables was 60.7 at March 31, 1999 compared to 63.8 at December 31, 1998.
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
$30,000,000 revolving line of credit with no balance outstanding as of March 31,
1999. Additionally, a letter of credit was outstanding in the amount of
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<PAGE> 12
$2,000,000, which reduces the amount the Company could borrow under the
revolving line of credit.
Year 2000
The Company is subject to risks associated with "Year 2000" compliance, a
term which refers to the ability of various data processing hardware and
software systems to interpret dates correctly after the beginning of January 1,
2000.
The Company has developed a plan that includes five phases relating to
awareness, assessment, renovation, validation and implementation. The plan
establishes a time table and summarizes each major phase of the project and the
estimated costs to renovate the systems in preparation for year 2000. Status of
the project is regularly reported to the Board of Directors.
The awareness phase included a communication of Year 2000 compliance issues
and the potential ramifications to the Company, education and identification of
key systems. The assessment phase included the inventorying of systems that may
be impacted by Year 2000 issues. Systems were then prioritized from critical to
non critical, based upon the potential adverse effect on the financial condition
of the Company in the event of loss or interruption in the use of each system.
Most of the Company's systems are purchased from or outsourced to industry-
known vendors and are generally used in their standard configuration including
payroll/human resources, accounting, word processing and spread sheets. Other
systems such as recruiting and clinical systems will be replaced by or converted
to Year 2000 compatible systems. The Company has closely reviewed the Year 2000
progress as reported by each vendor. The Company has been assured by certain of
these vendors, that new Year 2000 compliant systems have been installed. In all
other cases, compliant systems will be delivered in time for installation and
testing prior to year end 1999. Where possible, the company is testing its
systems in a non-operating environment.
The Company's costs associated with Year 2000 implementation will be
reduced due to its outsourcing arrangements; however, incremental direct costs
have been incurred in updating telephone and accounting systems in the amount of
$80,000, and accelerated capital improvements of $40,000. Although the Company
estimates that additional costs will be minimal, unforeseen circumstances could
develop in implementing the plan that could result in the cost varying
significantly from current estimates.
The final phase of the action plan is the implementation of remediated and
other systems into the operating environment of the Company. For those systems
that have not yet been delivered, the Company expects delivery of compliant
systems not later than the second quarter of 1999. The final phase of the plan
is scheduled to be completed by June 30, 1999. Concurrent with the development
and execution of the plan is the evolution of a contingency plan that includes
procedures to be followed should a system fail.
The Company is also completing an assessment of Year 2000 risks relating to
its lines of business separate from its dependence on data processing. The
assessment includes corresponding with customers to ascertain their overall
preparedness regarding Year 2000 risks. The plan also provides for the
identification and communication with significant non-data processing
third-party vendors regarding their preparedness for Year 2000 risks. It is not
12 of 16
<PAGE>
possible to quantify the overall potential adverse effects to the compliance.
The failure of a customer to prepare adequately for Year 2000 could have a
significant adverse effect on such customer's operations and profitability,
which, in turn, could inhibit its ability to pay for the Company's services in
accordance with their terms. Failure of a non-data vendor to prepare adequately
for Year 2000 could have a significant adverse effect on the vendor's
operations, which, in turn, could inhibit the vendor's ability to deliver
purchased goods and services to the Company in a timely manner. The Company also
recognizes the importance of the Year 2000 compliance by customers, payment
sources, and vendors to the Company's customers and vendors. The Company must
necessarily rely upon the compliance programs of these third parties.
The Company does not anticipate any material disruption in operations as
the result of any failure by the Company or its subsidiaries. While the Company
is making a substantial effort to become Year 2000 compliant, there is no
assurance the failure to adequately address all issues relating to the Year 2000
issue would not have a material adverse effect on its financial condition or
results of operations.
Part II. - OTHER INFORMATION
Item 4. - Submission of Matters to Security Holders
The Annual Meeting of Stockholders of the Company was held on Friday, April
30, 1999, at which time the stockholders voted to elect the six incumbent
directors to hold office until the next annual meeting of stockholders of the
Company or until their successors have been duly elected and qualified. Also,
the stockholders voted on a proposal to adopt the RehabCare Group, Inc. Amended
and Restated 1996 Long-Term Performance Plan and the RehabCare Group, Inc. 1999
Non-Employee Director Stock Plan. The names of each of the directors of the
Company who were reelected at the Annual Meeting and the votes cast "FOR" or for
which authority to vote was "WITHHELD" is as follows:
Name For Withheld Authority
William G. Anderson 5,521,121 311,776
Alan C. Henderson 5,521,496 311,401
Richard E. Ragsdale 5,521,259 311,638
John H. Short 5,521,896 311,001
H. Edwin Trusheim 5,519,809 313,088
Theodore M. Wight 5,521,146 311,751
Regarding the proposal to adopt the Amended and Restated 1996 Long-Term
Performance Plan, the votes cast were 2,194,725 "FOR", 2,152,026 "AGAINST", and
36,380 "ABSTAIN".
Regarding the proposal to adopt the Non-Employee Director Stock Plan, the
votes cast were 2,369,069 "FOR", 1,965,570 "AGAINST", and 48,492 "ABSTAIN".
13 of 16
<PAGE> 14
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 RehabCare Group, Inc. Amended and Restated 1996 Long-Term
Performance Plan (filed as Appendix A to the Registrant's
Proxy Statement for the 1999 Annual Meeting of
Stockholders and incorporated herein by reference)
10.2 RehabCare Group, Inc. 1999 Non-Employee Director Stock
Plan (filed as Appendix B to the Registrant's Proxy
Statement for the 1999 Annual Meeting of Stockholders and
incorporated herein by reference)
27 Financial Data Schedule
(b) Reports on Form 8-K
None
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<PAGE> 15
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.
May 13, 1999
By
-----------------------------------
John R. Finkenkeller
Senior Vice President and
Chief Financial Officer
(Chief Accounting Officer)
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<PAGE> 16
EXHIBIT INDEX
Page Number
-----------
10.1 RehabCare Group, Inc. Amended and Restated 1996 Long-Term
Performance Plan (filed as Appendix A to the Registrant's
Proxy Statement for the 1999 Annual Meeting of Stockholders
and incorporated herein by reference)
10.2 RehabCare Group, Inc. 1999 Non-Employee Director Stock Plan
(filed as Appendix B to the Registrant's Proxy Statement for
the 1999 Annual Meeting of Stockholders and incorporated
herein by reference)
27 Financial Data Schedule
Not included in
paper filing
16 of 16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 6,838,000
<SECURITIES> 3,017,000
<RECEIVABLES> 50,136,000
<ALLOWANCES> 3,484,000
<INVENTORY> 0
<CURRENT-ASSETS> 61,290,000
<PP&E> 4,634,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 158,683,000
<CURRENT-LIABILITIES> 39,314,000
<BONDS> 50,907,000
0
0
<COMMON> 77,000
<OTHER-SE> 63,816,000
<TOTAL-LIABILITY-AND-EQUITY> 158,683,000
<SALES> 69,185,000
<TOTAL-REVENUES> 69,185,000
<CGS> 49,478,000
<TOTAL-COSTS> 62,497,000
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 1,000,000
<INCOME-PRETAX> 5,686,000
<INCOME-TAX> 2,256,000
<INCOME-CONTINUING> 3,430,000
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,430,000
<EPS-PRIMARY> .53
<EPS-DILUTED> .47
</TABLE>
