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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
on
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) of
the SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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 No.)
incorporation or organization)
7733 Forsyth Boulevard, 17th Floor, St. Louis, Missouri 63105
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (314) 863-7422
Securities registered pursuant to Section 12(b) Name of exchange on which
of the Act: registered:
Common Stock, par value $.01 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
The aggregate market value of voting stock held by non-affiliates of
Registrant at March 8, 2002 was $415,043,191. At March 8, 2002, the Registrant
had 17,359,341 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part II of this Annual Report on Form 10-K incorporates by reference
information contained in the Registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 2001.
Part III of this Annual Report on Form 10-K incorporates by reference
information contained in the Registrant's definitive Proxy Statement for its
Annual Meeting of Stockholders to be held on May 1, 2002.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001, and is being filed solely for
the purpose of including Exhibit 13.1.
SIGNATURES
Pursuant to the requirements of Section 13 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.
Dated: May 10, 2002
REHABCARE GROUP, INC.
(Registrant)
By:/s/GREGORY J. EISENHAUER
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Gregory J. Eisenhauer
Senior Vice President and
Chief Financial Officer
By:/s/ JAMES M. DOUTHITT
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James M. Douthitt
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation (filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1, dated May 9, 1991
[Registration No. 33-40467], and incorporated herein by reference)
3.2 Certificate of Amendment of Certificate of Incorporation (filed as Exhibit
3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1995 and incorporated herein by reference)
3.3 Bylaws (filed as Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, dated May 9, 1991 [Registration No. 33-40467], and incorporated
herein by reference)
4.1 Rights Agreement, dated September 21, 1992, by and between the Registrant
and Boatmen's Trust Company (filed as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A filed September 24, 1992 and
incorporated herein by reference)
10.1 1987 Incentive Stock Option and 1987 Nonstatutory Stock Option Plans (filed
as Exhibit 10.1 to the Registrant's Registration Statement on Form S-1,
dated May 9, 1991 [Registration No. 33-40467], and incorporated herein by
reference) *
10.2 Form of Stock Option Agreement (filed as Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1, dated May 9, 1991 [Registration No.
33-40467], and incorporated herein by reference) *
10.3 Employment Agreement with Alan C. Henderson, dated May 1, 1991 (filed as
Exhibit 10.4 to Amendment No. 1 to the Registrant's Registration Statement
on Form S-1, dated June 19, 1991 [Registration No. 33-40467], and
incorporated herein by reference) *
10.4 Form of Termination Compensation Agreement for Alan C. Henderson (filed as
Exhibit 10.6 to the Registrant's Registration Statement on Form S-1, dated
February 18, 1993 [Registration No. 33-58490], and incorporated herein by
reference) *
10.5 Form of Termination Compensation Agreement for other executive officers **
10.6 Supplemental Bonus Plan (filed as Exhibit 10.8 to the Registrant's
Registration Statement on Form S-1, dated February 18, 1993 [Registration
No. 33-58490], and incorporated herein by reference) *
10.7 Deferred Profit Sharing Plan (filed as Exhibit 10.15 to the Registrant's
Registration Statement on Form S-1, dated February 18, 1993 [Registration
No. 33-58490], and incorporated herein by reference) *
10.8 RehabCare Executive Deferred Compensation Plan (filed as Exhibit 10.12 to
the Registrant's Report on Form 10-K, dated May 27, 1994, and incorporated
herein by reference) *
EXHIBIT INDEX (CONT'D)
10.9 RehabCare Directors' Stock Option Plan (filed as Appendix A to Registran's
definitive Proxy Statement for the 1994 Annual Meeting of Stockholders and
incorporated herein by reference) *
10.10Amended and Restated 1996 Long-Term Performance Plan (filed as Appendix A
to Registrant's definitive Proxy Statement for the 1999 Annual Meeting of
Stockholders and incorporated herein by reference) *
10.11RehabCare Group, Inc. 1999 Non-Employee Director Stock Plan (filed as
Appendix B to Registrant's definitive Proxy Statement for the 1999 Annual
Meeting of Stockholders and incorporated herein by reference) *
10.12Credit Agreement, dated as of August 29, 2000, by and among RehabCare
Group, Inc., as borrower, certain subsidiaries and affiliates of the
borrower, as guarantors, and First National Bank, Firstar Bank, N.A., Bank
of America, N.A., First Union Securities, Inc., and Banc of America
Securities, LLC (filed as Exhibit 10.1 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000 and incorporated herein
by reference)
10.13Pledge Agreement, dated as of August 29, 2000, by and among RehabCare
Group, Inc. and Subsidiaries, as pledgors, and Bank of America, N.A., as
collateral agent, for the holders of the Secured Obligations (filed as
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000 and incorporated herein by reference)
10.14Security Agreement, dated as of August 29, 2000, by and among RehabCare
Group, Inc. and Subsidiaries, as grantors, and Bank of America, N.A., as
collateral agent, for the holders of the Secured Obligations (filed as
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000 and incorporated herein by reference)
13.1 Those portions of the Registrant's Annual Report to Stockholders for the
year ended December 31, 2001 included in response to Items 5 and 6 of this
Annual Report on Form 10-K
21.1 Subsidiaries of the Registrant **
23.1 Consent of KPMG LLP**
_________________________
* Management contract or compensatory plan or arrangement.
** Previously filed.
Exhibit 13.1
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SIX-YEAR FINANCIAL SUMMARY
Dollars in thousands, except per share data
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(Year ended December 31, unless noted) 2001 2000 1999 1998 1997 1996(1)
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Consolidated statement of earnings data:
Operating revenues $542,265 $452,374 $309,425 $207,416 $160,780 $119,856
Operating earnings (2) 36,967 44,189 29,922 23,331 18,980 12,717
Net earnings (2)(3) 21,035 23,534 15,098 12,198 10,615 6,992
Net earnings per share (EPS):(2)(3)(4)
Basic $1.25 $1.62 $1.15 $ .99 $ .88 $ .50
Diluted $1.16 $1.45 $1.03 $ .86 $ .73 $ .47
Weighted average shares outstanding (000s):(4)
Basic 16,775 14,563 13,144 12,368 11,998 13,914
Diluted 18,077 16,268 14,814 14,490 14,750 15,423
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Consolidated balance sheet data:
Working capital $77,524 $64,186 $27,069 $20,606 $12,793 $9,254
Total assets 250,661 229,093 187,264 156,870 97,241 80,802
Total liabilities 51,625 111,133 109,481 96,714 57,481 31,132
Stockholders' equity 199,036 117,960 77,783 60,156 39,760 49,670
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Financial statistics:
Operating margin (5) 8.5% 9.8% 9.7% 11.3% 11.8% 10.6%
Net margin (5) (6) 4.9% 5.2% 5.1% 5.8% 6.1% 5.8%
Current ratio 2.7:1 2.6:1 1.6:1 1.5:1 1.6:1 1.6:1
Diluted EPS growth rate (5) (6) 2.1% 34.3% 27.1% 25.9% 45.2% 14.8%
Return on equity (5) (6) (7) 16.9% 24.0% 22.8% 24.1% 21.8% 16.1%
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Operating statistics:
Healthcare staffing:
Average number of branch offices (8) 108.3 88.6 54.9 16.1 N/A N/A
Number of weeks worked (9) 233,898 223,951 131,110 52,265 29,652 21,908
Therapy Program management:
Inpatient units (acute rehabilitation and skilled nursing):
Average number of programs 137.2 135.8 131.8 128.2 110.3 91.3
Average admissions per program 394 373 369 354 321 294
Average length of stay (billable) 13.7 14.2 14.3 14.5 15.0 15.9
Patient days (billable) 740,938 716,993 697,769 656,363 532,195 426,995
Outpatient programs:
Average number of locations 61.5 53.1 40.0 26.1 17.9 19.6
Patient visits 1,439,169 1,173,324 785,943 378,108 231,256 223,904
Contract therapy:
Average number of locations (10) 249.8 156.0 90.8 49.5 35.6 N/A
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(1) For comparability purposes, reflects the twelve months ended December 31,
1996.
(2) The results for 2001 include $9.0 million in non-recurring charges related
to our supplemental staffing division.
(3) The results for 2001 include a pre-tax loss of $0.5 million ($0.3 million
after tax or $0.02 per share) on write-down of an investment. The results
for 1999 include a pre-tax loss of $1.0 million ($0.6 million after tax or
$0.05 per share) on write-down of investments. The results for 1998 and
1997 include pre-tax gains of $1.5 million ($0.9 million after tax or $0.06
per share) and $1.4 million ($0.9 million after tax or $0.06 per share),
respectively, from sales of marketable securities. In addition, the results
for 1998 include a $0.8 million ($0.05 per share) after-tax charge for the
cumulative effect of change in accounting for start-up costs.
(4) Share data adjusted for 3-for-2 stock split in October 1997 and 2-for-1
stock split in June 2000.
(5) Excludes non-recurring charges described in (2) above.
(6) Excludes write-down of investments, gains from sale of marketable
securities and charge for the cumulative effect of change in accounting
principle described in (3) above.
(7) Average of beginning and ending equity.
(8) We entered the supplemental staffing business in August 1998 following the
acquisition of StarMed Staffing, Inc.
(9) Includes both supplemental and travel weeks worked.
(10) We entered the contract therapy business in January 1997 following the
acquisition of Moore Rehabilitation Services, Inc. and TeamRehab, Inc.
STOCK DATA
The Company's common stock is listed and traded on the New York Stock Exchange
under the symbol "RHB". The stock prices below are the high and low sale prices
per share of our common stock, as reported on the New York Stock Exchange, for
the periods indicated.
Calendar Quarter 1st 2nd 3rd 4th
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2001 High $46.50 $48.20 $50.71 $46.04
Low 32.38 33.65 36.50 22.25
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2000 High $13.97 $28.63 $43.38 $51.38
Low 10.50 11.38 26.38 32.44
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The Company has not paid dividends on its common stock during the two most
recently completed fiscal years and has not declared any dividends during the
current fiscal year. The Company does not anticipate paying cash dividends in
the foreseeable future.
The number of holders of the Company's common stock as of February 19, 2002, was
approximately 10,000 including 588 shareholders of record and an estimated 9,400
persons or entities holding common stock in nominee name.
Shareholders may receive earnings news releases, which provide timely financial
information, by notifying our investor relations department or by visiting our
website. http://www.rehabcare.com