-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NL/zIqk+REpdCrASbGC5dZmdy1Tb8YBtX06KaoGrRZS8nlos4TOPMakJvv0/iRF8 pV91kPo78WvagFgdTEj4Kw== 0000812191-02-000007.txt : 20020510 0000812191-02-000007.hdr.sgml : 20020510 ACCESSION NUMBER: 0000812191-02-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REHABCARE GROUP INC CENTRAL INDEX KEY: 0000812191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 510265872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14655 FILM NUMBER: 02641490 BUSINESS ADDRESS: STREET 1: 7733 FORSYTH BLVD 17TH FLR STREET 2: SUITE 1700 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637422 FORMER COMPANY: FORMER CONFORMED NAME: REHABCARE CORP DATE OF NAME CHANGE: 19940218 10-K/A 1 tenka2001.txt ================================================================================ 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. ================================================================================ 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 -------------------------------- Gregory J. Eisenhauer Senior Vice President and Chief Financial Officer By:/s/ JAMES M. DOUTHITT -------------------------------- 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 - ------------------------------------------------------------------------------------------------ SIX-YEAR FINANCIAL SUMMARY Dollars in thousands, except per share data - ------------------------------------------------------------------------------------------------ (Year ended December 31, unless noted) 2001 2000 1999 1998 1997 1996(1) - ------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------ 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% - ------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------
(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 - ---------------------------------------------- 2001 High $46.50 $48.20 $50.71 $46.04 Low 32.38 33.65 36.50 22.25 - ---------------------------------------------- 2000 High $13.97 $28.63 $43.38 $51.38 Low 10.50 11.38 26.38 32.44 - ----------------------------------------------
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 -----END PRIVACY-ENHANCED MESSAGE-----