UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 29, 2005
REHABCARE GROUP, INC.
(Exact name of Company as specified in its charter)
Delaware | 0-19294 | 51-0265872 |
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
of incorporation) | | Identification No.) |
| 7733 Forsyth Boulevard | | |
| Suite 2300 | | |
| St. Louis, Missouri | | 63105 |
| (Address of principal executive offices) | | (Zip Code) |
(314) 863-7422
(Company’s telephone number, including area code)
Not applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
Item | 7.01 | Regulation FD Disclosure |
| | |
| | Beginning on November 29, 2005, RehabCare executives will make presentations at investor conferences to analysts and in other forums using the slides as included in this Form 8-K as Exhibit 99. Presentations will be made using these slides, or modifications thereof, in connection with other presentations in the foreseeable future. Information contained in this presentation is an overview and intended to be considered in the context of RehabCare's SEC filings and all other publicly disclosed information. We undertake no duty or obligation to update or revise this information. However, we may update the presentation periodically in a Form 8-K filing. This presentation in its entirety will be made available in the For Our Investors section of our website, www.rehabcare.com, although this availability may be discontinued at any time. Forward-looking statements have been provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from forecasted results. These risks and uncertainties may include but are not limited to, our ability to consummate acquisitions and other partnering relationships; our ability to integrate recent and pending acquisitions and partnering relationships within the expected timeframes and to achieve the revenue and earnings levels from such acquisitions and relationships at or above the levels projected; changes in governmental reimbursement rates and other regulations or policies affecting the services provided by us to clients and/or patients; the operational, administrative and financial effect of our compliance with other governmental regulations and applicable licensing and certification requirements; our ability to attract new client relationships or to retain and grow existing client relationships through expansion of our hospital rehabilitation and contract therapy service offerings and the development of alternative product offerings; the ability of new management of InteliStaf Holdings, Inc., our unconsolidated affiliate, to complete its business assessment of InteliStaf on a timely basis and to institute a business restructuring to improve revenues and earnings; the results of our impairment analysis to be conducted with respect to the carrying value of our investment in InteliStaf; the future financial results of our other unconsolidated affiliates; the adequacy and effectiveness of our operating and administrative systems; our ability to attract and the additional costs of attracting administrative, operational and professional employees; significant increases in health, workers compensation and professional and general liability costs; litigation risks of our past and future business, including our ability to predict the ultimate costs and liabilities or the disruption of our operations; competitive and regulatory effects on pricing and margins; and general and economic conditions, including efforts by governmental reimbursement programs, insurers, healthcare providers and others to contain healthcare costs. |
| | |
| | |
Item | 9.01 | Financial Statements and Exhibits. |
| | |
| (c) | Exhibits. See Exhibit Index. |
| | |
| | |
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 hereunto duly authorized.
Dated: November 29, 2005
By: | /s/ Mark A. Bogovich |
| Mark A. Bogovich |
| Vice President, |
| Interim Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description |
| |
99 | Investor Relations Presentation in Use |
| Beginning November 29, 2005 |
Exhibit 99
Investor Presentation
Third Quarter, 2005
0
Safe Harbor
Forward-looking statements have been provided pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties
that may cause our actual results in future periods to differ materially from forecasted results. These risks and
uncertainties may include but are not limited to, our ability to consummate acquisitions and other partnering
relationships; our ability to integrate recent and pending acquisitions and partnering relationships within the
expected timeframes and to achieve the revenue and earnings levels from such acquisitions and relationships
at or above the levels projected; changes in governmental reimbursement rates and other regulations or
policies affecting the services provided by us to clients and/or patients; the operational, administrative and
financial effect of our compliance with other governmental regulations and applicable licensing and certification
requirements; our ability to attract new client relationships or to retain and grow existing client relationships
through expansion of our hospital rehabilitation and contract therapy service offerings and the development of
alternative product offerings; the ability of new management of InteliStaf Holdings, Inc., our unconsolidated
affiliate, to complete its business assessment of InteliStaf on a timely basis and to institute a business
restructuring to improve revenues and earnings; the results of our impairment analysis to be conducted with
respect to the carrying value of our investment in InteliStaf; the future financial results of our other
unconsolidated affiliates; the adequacy and effectiveness of our operating and administrative systems; our
ability to attract and the additional costs of attracting administrative, operational and professional employees;
significant increases in health, workers compensation and professional and general liability costs; litigation
risks of our past and future business, including our ability to predict the ultimate costs and liabilities or the
disruption of our operations; competitive and regulatory effects on pricing and margins; and general and
economic conditions, including efforts by governmental reimbursement programs, insurers, healthcare
providers and others to contain healthcare costs.
1
RehabCare, primarily in partnership with hospitals and nursing
homes, provides post-acute program management, medical
direction, physical rehabilitation, quality assurance, specialty
programs and community relations at more than 930 locations
Hospital-Based Rehabilitation Programs
120 Acute Rehabilitation Units (ARUs)
24 Subacute/Transitional Care Units (TCUs)
41 Outpatient Rehabilitation Programs (OP)
Skilled Nursing Facility-Based Rehabilitation Programs
744 Programs
Freestanding Rehabilitation Facilities
2 Acute Rehab Facilities
2 Long Term Acute Care Hospitals
Overview
2
The post-acute physical rehabilitation industry provides large
opportunities for developing new RehabCare clients
5,000 Acute Care Hospitals
120 ARU programs
197 Freestanding Rehabilitation Facilities
2 Acute Rehab Facilities
350 Long-Term Acute Care Hospitals
2 Long-Term Acute Care Hospitals
15,000 Skilled Nursing Facilities
744 programs
Competitors
Hospital-Based
Self Operation
HealthSouth
Select Medical Corp
Kindred
SNF-Based
Self Operation
Aegis
RehabWorks
Regional Providers
Market Potential
3
RehabCare treats approximately 14,000
patients each day
54,000 inpatient discharges
1.1 million outpatient visits
4.3 million SNF patient visits
Typical diagnoses include:
Stroke
Neurological disorders
Orthopedic conditions
Musculoskeletal conditions
Payer sources for our patients are 72%
Medicare, 4% Medicaid, 11% managed
care and 13% other
RehabCare Patients
4
Hospital-Based
Rehabilitation Programs
(HRS Division)
$47.2M
SNF-Based
Rehabilitation Programs
(Contract Therapy Division)
$60.9M
Total Revenue $120.0 million
Healthcare Consulting
$3.1M
3%
39%
51%
*Includes the MeadowBrook acquisition as of August 1, 2005
Freestanding Hospitals
$8.8M*
7%
RHB Revenues 3Q/05
5
Providers tend to focus on
stand-alone sites of service
rather than a patient’s entire
pathway of rehabilitation across
sites. This creates significant
“gaps” in a patient’s recovery
High
Low
Traditional Rehabilitation Delivery
6
RehabCare’s vision is to provide a clinically-integrated post acute
continuum of care, resulting in patients regaining their lives
RehabCare’s Patient-Focused
Approach
7
Our stabilization and growth strategy for our
hospital business includes both revenue and
earnings efforts
Longer term relationships using capital
Adjust staffing model
Sequential margin improvement
Client retention
Number of Programs
Operating Margin
Revenue (Millions)
16
14
HRS Backlog
8
4
HRS Signings
120
113
ARU Programs
Q3/05
Q3/04
Hospital-Based
Rehabilitation Programs
8
Successfully managing the 75% rule
RHB’s YOY Q3 same store discharges and revenue
declined 2.1% as a result of the 75% rule
Moran Company reports estimated industry decline of 7.7% in
Medicare discharges from July 2004-June 2005
Moran Company reports industry experienced a 15.3% decline
from January–June 2005
Other publicly traded competitors vary from declines of 12.1%
in Medicare discharges to a decrease of 10.8% in revenue
RHB’s same store ARU discharges remained constant
during the first three quarters of 2005
Hospital-Based
Rehabilitation Programs
9
Operating Margin
Number of
Programs
Revenue (Millions)
Our stabilization and growth strategy for our SNF-
Based business includes both revenue and
earnings efforts
Revenue
Total programs 744 (Q3/05) vs. 600 (Q3/04)
Same store revenue growth of 10.7% (YOY)
New pricing strategy to re-coup increased labor costs
Operating Earnings
Manage variable cost
Continued SG&A leverage
Challenges
Client retention
Part B therapy caps
Skilled Nursing Facility-Based
Rehabilitation Programs
10
Howard Regional Health System, Kokomo, IN
Currently operating 1 ARU and 1 OP program
Currently operating JV with 30-bed rehab hospital
30-bed LTACH currently under development
Valley Baptist Health System, Harlingen/Brownsville, TX
Currently operating 2 ARUs and 2 OP programs
40-bed freestanding rehab hospital JV under development
Projects under development
Arlington Rehabilitation Hospital, Arlington, TX
24-bed freestanding acute rehab facility to be owned and operated
by RHB projected to open in December 2005
Northwest Texas Healthcare System, Amarillo, TX
44-bed freestanding rehab hospital scheduled to open Spring 2006
with Northwest Texas Health System
12 non-binding joint venture letters of intent
Joint ventures help us create longer term relationships and
enhance market presence
Joint Venture Arrangements
11
RehabCare’s acquisition strategy supports our
continuum strategy
EBITDA multiple 4-6 times
Continuing management
2004 acquisitions added $45 million in annualized
operating revenues, 2005 have added $55 million
annualized
Strong balance sheet enables aggressive
acquisition strategy
Acquisitions
12
As of September 30, 2005
$18.2 million in cash
$11.9 million in subordinated debt related to
acquisitions
$90 million credit facility; expandable to $125 million
Access To Capital
13
Recruiting and retaining therapists are key to our
success
85% annualized retention rate for full-time and part-
time clinicians
11% reduction in average number of openings
sequentially from 709 to 632
Challenges
Shortage Of Therapists
11% improvement in average time
to fill an opening sequentially from
49 days to 44 days
Approximately 50% of open
positions are due to new program
openings or same store growth
14
75 Percent Rule Definition
Effective July 1, 2004 - 3 year transition (50%, 60%, 65%, 75%)
Senate bill calls for freeze at 50% and National Advisory Council to
oversee future federal policies that could deny patient care – RHB
supports this effort
Status
As of Sept 30, our units, on average, were at the 60% level of
compliance
45, or 38%, of our units entered the 60% compliance period during
3Q/05
Part B Therapy Caps (Skilled Nursing Facility-Based Rehabilitation)
Same Senate bill calls for a one year moratorium
Challenges
Regulatory Impact
15
StarMed, our former staffing division, sold to InteliStaf on
2/2/04 in exchange for 25% of combined equity
Approximately $2.1 million RHB equity share loss in
Q3/05; $1.0 million related to normal operations and $1.1
million related to deferred tax asset
Hired new CEO and CFO effective 10/25/05
Potential impairment
Challenges
InteliStaf Holdings
16
$0.26*
$0.32
$0.29
$0.37
$0.36
EPS (fully diluted)
$10.9
$9.8
$9.0
$11.4
$10.7
Operating Earnings
(millions)
$120.0
$108.4
$102.4
$95.1
$93.3
Revenue
(millions)
Q3/05
Q2/05
Q1/05
Q4/04
Q3/04
GAAP
*Includes InteliStaf equity loss of $2.1 million, or $0.12 per fully diluted share
Quarterly Update
17
Opportunities
New Skilled Nursing-Based and Hospital-Based business growth
Development of joint venture relationships
Acquisitions
Maturity of continuum of care strategy
Challenges
Continued 75% rule implementation
Managing growth in tight labor market
Client retention (Hospital-Based and Skilled Nursing-Based)
Startup and integration of JVs and acquisitions
Part B Therapy Caps
RehabCare Summary
18
19
