UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 9, 2005
REHABCARE GROUP, INC.
(Exact name of Company as specified in its charter)
Delaware 0-19294 51-0265872
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7733 Forsyth Boulevard
23rd Floor
St. Louis, Missouri 63105
(Address of principal executive offices) (Zip Code)
(314) 863-7422
(Company's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 9, 2005, RehabCare Group, Inc. issued a press release
announcing certain financial results for the fourth quarter and year ended
December 31, 2004. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K, including the exhibit
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits
(c) The following exhibit is filed as part of this report:
Exhibit Number Description
99.1 Press Release dated February 9, 2005,
issued by RehabCare Group, Inc.
* * *
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: February 9, 2005
REHABCARE GROUP, INC.
By:/s/ Vincent L. Germanese
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Vincent L. Germanese
Senior Vice President, Chief Financial
Officer and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated February 9, 2005.
Exhibit 99.1
CONTACT: RehabCare Group, Inc.
Vincent L. Germanese, Senior Vice
President & Chief Financial Officer
Betty Cammarata, Dir-Investor Relations
(314) 863-7422 or
Financial Dynamics
Gordon McCoun/Lanie Marcus
Press: Sean Leous
(212) 850-5600
FOR IMMEDIATE RELEASE
Wednesday, February 9, 2005
RehabCare Group, Inc. Postpones Its 2004 Fourth Quarter Earnings Release and
Year-End Conference Call
-Expects to Report Full Year 2004 Operating Revenues of $383.8 Million and
Operating Earnings of $41.8 Million -
St. Louis, MO, February 9, 2005 -- RehabCare Group, Inc. (NYSE:RHB) today
announced that it has postponed its fourth quarter and full-year earnings
release and conference call previously announced for Thursday, February 10,
2005. The delay provides additional time for management to review and KPMG, LLP,
the Company's independent accountants, to audit RehabCare's equity interest in
its unconsolidated affiliate, InteliStaf Holdings, Inc. The Company expects to
release earnings and hold its conference call no later than March 10.
InteliStaf's independent accountants have informed the Company that, under
current SEC standards, they do not consider themselves independent with respect
to RehabCare. This determination requires KPMG to conduct separate audit
procedures on InteliStaf's financial statements and with respect to the
Company's 25 percent investment in InteliStaf.
RehabCare Group expects to report fourth quarter operating revenues of
$95.1 million, operating earnings of $11.4 million and earnings before income
taxes and equity in net loss of affiliate of $11.1 million. The Company also
expects to report full year operating revenues of $383.8 million, operating
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RehabCare Group, Inc. Postpones Its 2004 Fourth Quarter Earnings Release and
Conference Call Page 2
earnings of $41.8 million and earnings before income taxes and equity in net
loss of affiliate of $41.0 million.
RehabCare Group, Inc., headquartered in St. Louis, MO, is a leading
provider of program management services for hospital inpatient rehabilitation
and skilled nursing units, outpatient therapy programs and contract therapy
services in conjunction with more than 800 hospitals and skilled nursing
facilities in 39 states, the District of Columbia and Puerto Rico. RehabCare is
pleased to be included in the Russell 2000 and Standard and Poor's Small Cap 600
indices.
This release contains forward-looking statements that are made 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 RehabCare's actual results in future periods to
differ materially from forecasted results. These risks and uncertainties may
include, but are not limited to, the ability of RehabCare to integrate
acquisitions and to implement client 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 and
compliance with governmental reimbursement rates and other regulations or
policies affecting RehabCare's continuing businesses; RehabCare's ability to
attract new client relationships or to retain and grow existing client
relationships through expansion of RehabCare's hospital rehabilitation and
contract therapy service offerings and the development of alternative product
offerings; the future financial results of InteliStaf Holdings, Inc.,
RehabCare's unconsolidated affiliate, and the effect of those results on the
financial condition and results of operations of RehabCare; the adequacy and
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RehabCare Group, Inc. Postpones Its 2004 Fourth Quarter Earnings Release and
Conference Call Page 3
effectiveness of RehabCare's operating and administrative systems; RehabCare's
ability 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 RehabCare's
past and future business, including RehabCare's ability to predict the ultimate
costs and liabilities or the disruption of its operations; competitive and
regulatory effects on pricing and margins; and general economic conditions,
including efforts by governmental reimbursement programs, insurers, healthcare
providers and others to contain healthcare costs.
NOTE: More information on RehabCare can be found on the World Wide Web at
http://www.rehabcare.com.
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