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): March 12, 2008

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
			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 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 March 12, 2008, 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: March 12, 2008

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 March 12, 2008.

EX-99

Exhibit 99

Investor Presentation, Fourth Quarter 2007

0

About Us

RehabCare is a leading national provider of
physical rehabilitation services in conjunction with
more than 1,200 hospitals and skilled nursing
facilities in 42 states.  We also own and/or operate
10 freestanding rehabilitation and long-term acute
care hospitals.

1

Service Lines

$712 million consolidated
revenues⁽¹⁾

Contract Therapy Division

$401 million revenue   - 56% of revenue ⁽¹⁾

1,064 skilled nursing facility programs

39 states

7.4 million annual patient visits

Hospital Rehabilitation Services Division

$164 million revenue  - 23% of revenue ⁽¹⁾

154 hospital-based programs

31 states

45,000 inpatient and skilled nursing unit discharges/year

1.0 million annual outpatient visits

$103 million revenue  -   15% of revenue ⁽¹⁾

Hospital Division

6 rehabilitation hospitals, 3 LTACHs

1 rehabilitation hospital minority owned ⁽²⁾

5 states   ⁽³⁾

462 beds ⁽³⁾

Approximately 6,500 annualized patient discharges   ⁽³⁾

Other Healthcare Services Division

$45 million revenue -   6% of revenue ⁽¹⁾

Phase 2 Consulting – consulting and care management for hospitals and health systems

Polaris Group – consulting for long-term care facilities

VTA Management Services – therapy and nurse staffing for New York

(1)

For twelve months ended 12/31/07

(2)

Not included in consolidated
revenues

(3)

These statistics include the
minority-owned rehab hospital

2

Financial Summary

$0.29⁽¹⁾

5.1⁽¹⁾

9.0⁽¹⁾

$173.6

4Q 07

$0.12

2.0

5.5

$184.0

1Q 07

$0.09⁽²⁾

$0.22⁽¹⁾

Diluted Earnings Per
Share

1.7⁽²⁾

3.9⁽¹⁾

Net Earnings

4.2⁽²⁾

8.2⁽¹⁾

Operating Earnings

$181.1

$172.9

Operating Revenues

2Q 07

3Q 07

(dollars in millions except per
share)

(1)

Includes favorable net self insurance costs of approximately $1.4 million and $1.2 million, or
$0.05 and $0.04 per diluted share after tax in Q4 and Q3, respectively,  when compared to the
quarterly run rate for these costs in Q2.

(2)

Includes a pretax intangible asset impairment charge of $4.9 million ($2.9 million after tax), or
$0.17 per diluted share after tax.

  Q4/07 EPS of $0.29 per diluted share and $0.73 for full year 2007,

74% higher than 2006

  Lower operating revenues reflect elimination of programs that

don’t meet profit and credit objectives

3

Consolidated Balance Sheet

(Dollars in thousands)

Cash and Cash Equivalents

Total Assets

Total Debt

Stockholders’ Equity

Percent of Debt to Total Capital

12/31/06

12/31/07

$    9,430

428,296

120,559

$210,779

36%

$  10,265

408,560

74,500

$244,022

       23%

  Cash flow from operations totaled $52.0 million for
twelve months ended December 31, 2007; $46.1
million debt repaid during this period

4

Contract Therapy
Market Overview

The Contract Therapy division manages skilled nursing facility rehab programs that are
designed to provide therapy intervention to both short-stay patients and long-term residents
with a wide range of conditions, including neurological, orthopedic and other conditions
common to the geriatric patient.   

Market Size

17,000 Medicare certified skilled nursing facilities

Competitive Landscape

Owned

Self-Operation

Aegis  (333)

Kindred - Peoplefirst   (332)

Genesis (220)

Sundance (107)

Skilled Healthcare (74)

Managed

RehabCare (1,064)

Aegis (667)

Genesis (480)

Select Medical (400)

Sundance (309)

Kindred - Peoplefirst (298)

EnduraCare (270)

Skilled Healthcare (113)

Source: Information available from public filings or from company websites

5

Contract Therapy
Performance

Q1 07

Q2 07

Q3 07

Q4 07

Dollars in millions

1,064

$4.0 ⁽¹⁾

$99.4

1,146

$(2.2)

$102.8

1,110

1,085

Number of Locations End
of Period

$1.1

$3.2 ⁽¹⁾

Operating Earnings (loss)

$100.3

$98.3

Operating Revenues

Outlook (assumes Part B therapy cap exception remains in place for 2008)

4.5 - 5.5% operating earnings margins during 2008

Return to net additions in locations in 2008

Operating earnings have improved sequentially

each quarter since Q1/07

Lower operating revenues reflect elimination of programs

that don’t meet profit and credit objectives

(1)

Includes favorable net self insurance costs of approximately $0.4 million in both Q4 and Q3 when compared to the costs

incurred in Q2.  Excluding the favorable adjustments for self insurance costs, operating earnings would have been $3.6 million and $2.8 million in Q4 and Q3, respectively.

incurred in Q2.  Excluding the favorable adjustments for self insurance costs, operating earnings would have been $3.6

6

Contract Therapy
Legislative/Regulatory Environment

Part B Therapy Caps & Physician Fee Schedule (PFS)  

The President signed into law the Medicare, Medicaid and SCHIP
Extension Act of 2007 (Extension Act) which includes:

A six-month extension of the exception process which
essentially eliminates the annual limit on therapies for Part B
Medicare beneficiaries - expires June 30, 2008

A 0.5% increase in the PFS, which serves as the charge
master for reimbursement for Part B therapy services, for the
next six-months, rather than the 10.1% scheduled reduction -  
expires June 30, 2008

We are actively pursuing an 18-month extension of these
provisions

7

Hospital Rehabilitation Services
Market Overview

Acute care hospital-based inpatient rehabilitation facilities in RehabCare’s Hospital
Rehabilitation Services (HRS) division are for patients who require early, intensive therapies (at
least 3 hours/day 5 days/week) for recovery from stroke, brain injury, neurological disorders,
amputation and other disabling injuries and illnesses.   Outpatient therapy programs provide
proactive, exercise-oriented therapy with hands-on treatment for individuals of all ages.   

Market Size

5,000 acute care hospitals (approximately 1,000 hospital-based IRFs)

Competitive Landscape (Acute care hospital-based IRFs)

Self-Operation

RehabCare (107)

Horizon Health (Specialty Rehab Mgmt) (23)

HealthSouth (11)

Milestone⁽¹⁾

TherEx (formerly National Rehab Partners)⁽¹⁾

⁽¹⁾ Private company or a subsidiary of a public company; number of locations is not available

Source: Information available from public filings or from company websites

8

Hospital Rehab Services
Performance

63.0%

63.7%

64.9%

67.8%

75% Compliance Level (Avg)

Q1 07

Q2 07

Q3 07

Q4 07

Dollars in millions

10,190

154

$6.0 ⁽¹⁾

$38.8

11,093

10,786

10,173

IRF Discharges

164

$5.2

$43.3

161

154

Number of Locations End of
Period

$5.4

$6.3 ⁽¹⁾

Operating Earnings

$41.8

$40.3

Operating Revenues

Outlook

Modest increase in IRF units during 2008 (have already opened 3 IRFs in
2008 compared to 7 openings for the entire year of 2007)

Resumption of 3 – 5% growth in same store discharges during 2008

Continued 12 - 15% operating margins

   Continued strong operating earnings performance through

 focus on controlling costs

   Lower operating revenues reflect impact of the 75% Rule and

reduction in units that don’t meet profit and credit objectives

   (1)

Includes favorable net self insurance costs of approximately $0.6 million and $0.5 million in Q4 and Q3, respectively, when compared 

to the costs incurred in Q2.  Excluding the favorable adjustments for self insurance costs, operating earnings would have

been approximately $5.4 million and $5.8 million in Q4 and Q3, respectively.

9

Hospital Rehab Services
Legislative/Regulatory Environment

IRF 75% Rule

The Extension Act:

Permanently freezes the compliance threshold at 60%
for cost reporting periods starting July 1, 2006

Continues the use of comorbid conditions to qualify   
patients and averts a planned cut in reimbursement rates
for lower extremity joint procedures

Requires HHS to conduct a study on patient access and
eligibility for rehabilitation services

Eliminates market basket updates through 2009

We believe the impact of the market basket elimination will be
mitigated through higher patient volumes resulting from the freeze
at 60%.

10

Inpatient rehabilitation facilities (IRFs) are equipped to treat patients with a wide range of
debilitating injuries and illnesses, offering inpatient and outpatient services in a home-like
environment.   Long-term acute carehospitals(LTACHs) are specialty care hospitals
designed for extended stay patients with complex and chronic conditions.  

Hospital Division  
Description and Locations

Arlington, TX

Providence, RI

St. Louis, MO

N. Kansas City, MO

Reading, PA

Tulsa, OK

Miami, FL

Houston, TX

New Orleans, LA

Amarillo, TX

Midland, TX

Austin, TX

Rome, GA

Lafayette, LA

Peoria, IL

9 current locations

8 future locations

Kokomo, IN

11

Hospital DivisionMarket Overview

Competitive Landscape

HealthSouth (94)

RehabCare (7)

Ernest Health (5)

Select Medical (4)

Vibra Healthcare (4)

Centerre (2)

Market Size:

240+ IRFs

Competitive Landscape

Select Medical (87)

Kindred (84)

Regency Hospital (23)

Triumph Healthcare (22)

LifeCare (20)

Vibra Healthcare (9)

Cornerstone Healthcare (9)

HealthSouth (6)

Ernest Health (6)

RehabCare (3)

Market Size:

460+ LTACHs

Freestanding IRFs

LTACHs

Source: Information available from public filings or from company websites

12

Hospital Division

Performance

3

3

3

3

Number of LTACHs End of Period

403

380

386

407

LTACH Patient Discharges

5

5

6

6

Number of IRFs End of Period

972

1,006

1,060

1,104

IRF Patient Discharges

59.0%

59.0%

63.7%

63.6%

75% Compliance Level (Avg)

Q1 07

Q2 07

Q3 07

Q4 07

Dollars in millions

$(0.8) ⁽²⁾

$25.7

$1.9

$26.0

$(3.1) ⁽¹⁾

$(1.6) ⁽²⁾

Operating Earnings  (loss)

$27.0

$24.4

Operating Revenues

Outlook

13-15% EBITDA margins before corporate overhead in 2008 for group of
8 hospitals in operation more than one year

$4.5 - $5.5 million of net EBITDA drag in 2008 for group of 5 hospitals in
operation less than one year

Q4/07 operating results impacted by $800,000 start-up and $300,000

ramp-up costs at Central Texas Rehabilitation Hospital and investment

in additional infrastructure support

     (1)

Includes a pretax impairment charge on a Louisiana Specialty Hospital intangible asset of $4.9 million, partially offset by net
favorable cost report/contractual adjustments of $0.9 million.

(2)     Includes favorable net self insurance costs of approximately $0.2 million in both Q4 and Q3 when compared to the costs incurred in
             Q2.  In addition, Q3 contains unfavorable contractual allowance adjustments of  approximately $1.4 million.  Excluding the favorable
             self insurance adjustments in Q4 and Q3 and the unfavorable contractual allowance adjustments in Q3, operating losses would
             have been $1.0 million and $0.4 million in Q4 and Q3, respectively.

13

Hospital Division
Development Timeline

Division established in 2005 with the acquisition of
MeadowBrook Healthcare

9 existing hospitals, 6 in development, 2 awaiting State
Attorney General approval

Anticipated 4-6 new projects/year

14

Hospital Division
Legislative/Regulatory Environment

LTACH 25% Rule

The Extension Act:

Eliminates application of the 25% Rule for freestanding LTACHs and
grandfathered LTACHs for next three years

Eliminates the recent payment reductions for very short stay outlier cases for
a three-year period

Imposes a three-year moratorium on new LTACHs and new LTACH beds
with some exceptions – we believe all of our announced LTACH JVs will not
be subject to this moratorium

Requires a study by HHS to establish facility and patient criteria.

IRF 75% Rule

Freestanding Hospitals are subject to the same 75% Rule provisions  as
previously discussed. The division managed its rehab hospitals to an

average compliance level of 63.6% during the fourth quarter.

15

Continuous Improvement
Initiatives

Intermediate

Long-Term

   Open 4-6 joint ventures
annually

    Standardize care
management processes
across Hospitals and
ARUs

   Implement IT roadmap for
improved clinical,
revenue cycle, and data
warehouse systems

   Standardize and integrate
back office processes and
information systems

    Implement centralized
support infrastructure
for Hospitals division

   Build out continuum of
care delivery model
around key market
relationships

   Implement electronic
medical record system

   Continue to address
therapist supply issue
through innovative
programs like Allied
Health Research Institute
and partnerships with
the Universities of
Kansas and Missouri

2008 Initiatives

    CT operating earnings margins to 4.5% - 5.5%

    HRS modest increase in
IRF units and resumption of
3-5% growth in same store
discharges

    HRS product development to better match long-term
client needs

   Hospitals EBITDA margin to
13-15% target for group of
mature hospitals

    Roll out PatientPlus
compensation program in
CT division

16

Investment Considerations
Why RehabCare?

Increasing market demand

Unique continuum of care model

Demonstrated ability to grow revenue
organically and through acquisitions

Proven ability to adapt to market

and regulatory changes

Expenditures for post-acute services:

Increase of 239% since 1998

Projected increase of 150% by 2016
Represents 12% of Medicare spending

75% rule, Part B therapy caps, LTACH

25% rule, physician fee schedule

(Annualized)

Celebrating 25 years as one of the longest tenured post-acute providers

of service in the industry

17

Safe Harbor

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.

18