8-K

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): September 10, 2009

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)

(800) 677-1238

(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 CFR 230.425)

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))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Beginning on September 10, 2009, 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.

Forward-looking statements have been provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on the Company’s current expectations and could be affected by numerous factors, risks and uncertainties discussed in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.  Do not rely on forward looking statements as the Company cannot predict or control many of the factors that ultimately may affect the Company’s ability to achieve the results estimated.  The Company makes no promise to update any forward looking statements whether as a result of changes in underlying factors, new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits - See exhibit index

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 10, 2009

REHABCARE GROUP, INC.

By: /s/ Jay W. Shreiner                                  

Name: Jay W. Shreiner

Title: Executive Vice President and

Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99 Investor Relations Presentation in use beginning September 10, 2009.

EX-99

Investor Presentation

Second Quarter 2009

Exhibit 99

1

nLeading, longstanding provider of post-acute services

nEstablished in 1982

nLargest contract manager of physical rehabilitation programs in the U.S., partnering with
over 1,200 hospitals, skilled nursing facilities and other long-term care providers

Investment Highlights
The company

nSolid track record of growing
revenue and earnings both
organically and through
acquisitions

2006-08

10.2%

21.3%

	FY2006	FY2007	FY2008	1H2009
DSO	78	72	66	61
CFFO	$19	$52	$49	$27
Net Debt1	$111	$64	$30	$9

1 Total debt less cash

nStrong cash flow

nAllows continued evaluation of acquisition
opportunities

nGreater flexibility with potential partners
searching for capital resources

nProven ability to adapt to market and regulatory changes

üPPS

ü60% Rule

üPart B Therapy Caps

üLTACH 25% rule

2

Investment Highlights
The market

nHighly fragmented and growing market

nExpenditures for post-acute services:

nProjected to increase 150% by 2016

nRepresents 15% of Medicare fee-for-service spending

nFirst wave of baby boomers enter Medicare in 2011

nPost-acute continuum capabilities

nOffers flexible solutions to clients and partners

nGives us the ability to withstand market
pressures in any one segment

nPositions us to capitalize on proposed bundled
or episodic payment system

3

RehabCare at a glance
Operating divisions

n$477 mm - 61% of revenue

n1,065 skilled nursing facility (SNF)
programs in 37 states

n7.8 mm annual patient visits

nPolaris Group - consulting for long
-term care facilities

nVTA Management Services -
therapy and nurse staffing for
New York

Skilled Nursing Rehabilitation

Services (SRS)

n$173 mm - 22% of revenue

n156 hospital-based programs

n32 states

n47,500 inpatient rehabilitation
facility (IRF) and skilled nursing
unit discharges/year

n1.1 mm annual outpatient visits

n$129 mm - 17% of revenue

n7 long-term acute care hospitals
(LTACHs), 6 inpatient
rehabilitation facilities (IRFs)

n1 IRF minority owned1

n8 states 2

n628 beds 2

n6,500 annual patient discharges

$779 mm consolidated revenues for 12 months ending 6/30/09

1 Not included in consolidated revenues

2 These statistics include the minority-owned rehab hospital in Kokomo, IN

Hospital Rehabilitation Services
(HRS)

Hospital Division

(HD)

4

nRehabCare delivers services across the post-acute continuum of care, providing the most
appropriate discharge destination for acute patients in need of restorative care

nLess capital intensive/more flexible business model built around partnering with hospitals, SNFs and
health systems through management contracts and joint ventures (where RehabCare has majority
interest)

SNF/IRF/LTACH

No post
acute care

Hospice/Home Health

Source: MedPAC, equity research estimates, June 2008

Patient Discharge Destination

Overview of post-acute settings

65%

13%

Acute care hospital

RehabCare at a glance
The back door to acute care providers

5

1

Point-of-Service

Data Capture

nRolling out iTouch/iPhone
technology across divisions

nAssures accuracy of
coding and patient care
time

nAutomates/speeds patient
screening process

1Preserving Patient
Access to Therapy
Tool (PPATT)

nProvides clinical pathways
for common diagnoses of
the long-term care patient

nAddresses patient goal
setting, coding guidelines
and care management of
services

1

Therapy Management

System

nConverting to web-based
platform

nTracks and trends functional
outcomes by patient type

nAssesses patient gains from
evaluation to discharge

nAllows therapists to plan the
amount of care provided at
point of service

1

Dashboard Report

nProvides site-level, real-
time reporting on key
performance indicators

nMeasures against
established benchmarks
and provides program
rankings (i.e. performance
vs. peers)

nDevelopU: Online learning
management system that
offers clinical in-services
and course content for
RehabCare clinicians and
host facilities

1Professional
Development

1Specialty
Programming

nMoving Forward: Patient
education series for
common diagnoses

nSpecialty program offerings
in areas such as wellness,
spinal dysfunction and falls
prevention

nCreating Stroke Centers of
Excellence

RehabCare at a glance
Ensuring clinical quality

6

nManages rehab programs for SNFs

nEach Medicare-certified SNF is required to provide physical, speech and occupational therapy, but many lack the
management know-how and/or scale to effectively manage a program

nRehabCare provides a compelling value proposition to our SNF partners

nAccess to advanced technology platform that provides for more efficient utilization of therapists and management
resources, improved patient outcomes and increased SNF reimbursement

nBroader array of services

nBetter access to scarce therapist labor pool

nMarket size¹

n15,800 Medicare-certified skilled nursing facilities

Source: Information available from public filings or from company websites

¹Source: MedPAC and Congressional Budget Office, June 2008

Competitive Landscape — # of facilities served

Self-

operated

11,000+

1,065

1,000

700

571

450

400

300

188

Skilled Nursing Rehabilitation Services
Division overview

7

nSignificant same store revenue and margin growth since completion of Symphony integration in 2007

nExpect 6.5% - 7.5% operating earnings margins for the remainder of 2009, driven by 6% - 8% year-over
-yearsame store revenue growth; flat to modest unit growth in 2009

nSNF final rule for FY2010 Medicare reimbursement will result in a net 1.1% rate decrease for our
clients; House reform bill includes extension of Part B Therapy Caps through 2011

nFocused on implementing next generation of point-of-care technology and web-based therapy
management system

YOY growth:30.9%35.5%49.9%24.4%5.6%2.9%8.8%

Same store:9.9%8.4%1.0%¹7.1%¹12.4%12.2%10.2%

Revenue ($mm)

Note: Includes Symphony acquisition as of July 1, 2006

¹Same store analysis does not include Symphony

% Margin: 6.0%5.5%(0.3%)1.7%5.6%4.5%7.9%

Operating Earnings ($mm)

Skilled Nursing Rehabilitation Services
Performance/outlook

8

Competitive Landscape

nManages hospital-based IRFs and outpatient therapy programs on a contract basis, providing our partners
with:

nImproved clinical outcomes

nAbility to attract ≈ 30% admissions from external sources

nBroader clinical programming (brain, stroke, spinal dysfunction)

nBetter access to scarce therapist labor pool

nBetter compliance (60% rule, RAC, 3-hour rule)

—Enhanced denials management

Source: Information available from public filings or from company websites

5,000 acute care
hospitals

1,000 IRFs

Have IRF

No IRF

150 outsourced

Hospital Rehabilitation Services
Division overview

9

nRevenue and earnings declined due to implementation of 75% Rule in 2004; freeze of rule at 60% in
January 2008 gave clear runway for growth

nExpect 15% - 17% operating earnings margin and flat unit growth for the remainder of 2009 and 3% -
5% year-over-year growth in IRF same store discharges in 2009

nFocused on implementing point-of-care technology to enhance patient capture and productivity,
achieving larger system sales and becoming the post-acute solution for providers under bundled
payment scenario

$191

$190

$180

$164

$166

$80

$88

2004

2005

2006

2007

2008

1H2008

1H2009

YOY growth:2.6%(0.5%)(5.3%)(8.7%)0.9%(5.5%)9.7%

IRFs:113120115107113107111

Revenue ($mm)

¹includes $1.2 mm pretax charge from a bad debt write-down related to an
outpatient transaction

Operating Earnings ($mm)

% Margin: 17.3%11.9%13.2%14.0%13.3%12.4%15.8%

1

Hospital Rehabilitation Services
Performance/outlook

10

nMarket Size:

n215+ IRFs

Freestanding IRFs

LTACHs (Freestanding and HIHs)

Competitive Landscape

nMarket Size:

n460+ LTACHs

Source: Information available from public filings or from company websites

¹ Includes minority-owned hospital

Hospital Division
Market overview

11

nEstablishing joint venture partnerships with market-leading acute care providers that also
will facilitate bundling model

nEvaluating acquisition opportunities that will accelerate growth and achieve critical mass

Wholly Owned

Joint Venture

Hospital Division
Growth strategy

12

nDivision has struggled to maintain traction while absorbing start-up losses, infrastructure investments
and the impact of operational issues at individual facilities across a small base of hospitals

nExpect total year operating losses of $12.5 - $14.0 mm (including ≈ $3 mm in merger/acquisition related
costs); revenue of $155 - $165 mm for full year; breakeven operating earnings run rate by the end of the
first half of 2010

nFinal rule for FY2010 Medicare reimbursement will result in 2.8% rate increase for our IRFs, net 1.4%
increase for our LTACHs

nFocused on implementing revenue enhancement/cost reduction initiatives; achieving critical mass

Revenue ($mm) and discharges

Operating Earnings and Start-up Losses ($mm)

1Includes a $1.5 mm pretax charge related to the cancellation of a planned
acquisition and development project

¹

Hospital Division
Performance/outlook

13

Revenue ($mm)

Net Earnings ($mm)

EPS:$0.42$0.731$1.052$0.51$0.87

¹includes a $0.17 per diluted share impairment charge on an intangible asset

²includes $0.09 per diluted share in charges related to a bad debt write-down of
an outpatient transaction and cancellation of a planned acquisition and
development project

nAnticipate strong consolidated revenue and net earnings growth for the
full year 2009

Consolidated financial summary

14

nCash flow from operations improved to $18 mm in Q209 (net debt fell from $19 mm at
3/31/09 to $9 mm at 6/30/09)

nDays sales outstanding improved from 64 days at 3/31/09 to 61 days at 6/30/09

nExpect continued strong operating cash flow in 2009 with DSO of approximately 60 - 65
days

nCapital expenditures anticipated to be approximately $6 mm for the remainder of 2009,
primarily related to information systems investments

Cash and Cash Equivalents

Total Assets

Total Debt

Stockholders’ Equity

Percent of Debt to Total Capital

Percent of Net Debt (debt less cash) to
Total Capital

($mm)

$38.2

452.5

57.0

277.4

17%

6%

$23.6

441.8

32.7

286.3

10%

3%

3/31/09

6/30/09

Consolidated balance sheet

15

nExpand reach in post-acute space through both organic and acquisitive
growth

nLeverage joint venture partnerships and our unique continuum model to
facilitate opportunities under bundled payment system

nUtilize IT to optimize performance and set us apart in the marketplace

nEnhance focus on clinical outcomes through cutting-edge technology and
commitment to excellence

Helping People Regain Their Lives

2010 strategic direction

16

Forward-looking statements have been provided pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such statements
are based on the Company’s current expectations and could be affected by
numerous factors, risks and uncertainties discussed in the Company’s filings with
the Securities and Exchange Commission, including its most recent annual report
on Form 10-K, subsequent quarterly reports on Form 10-Q and current reports on
Form 8-K.Do not rely on forward looking statements as the Company cannot
predict or control many factors that affect its ability to achieve the results estimated.
The Company makes no promise to update any forward looking statements
whether as a result of changes in underlying factors, new information, future events
or otherwise.

Safe Harbor