<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)

 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                 For the Quarterly Period Ended March 31, 1999

                                       OR

 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

             For the transition period from __________ to _________

                          Commission File No. 0-27640


                             RENAL CARE GROUP, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                       <C>    
                        Delaware                                                      62-1622383
(State or other jurisdiction of incorporation or organization)            (I.R.S. Employer Identification No.)
</TABLE>

           2100 West End Ave., Suite 800, Nashville, Tennessee 37203
              (Address of principal executive offices) (zip code)
       Registrant's telephone number, including area code: (615) 345-5500



         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 the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.

                Class                          Outstanding at May 7, 1999       
      ----------------------------             --------------------------
      Common Stock, $.01 par value                     44,350,898

<PAGE>   2


                             RENAL CARE GROUP, INC.
                                     INDEX

<TABLE>
<CAPTION>
                                                                                                PAGE NO.
                                                                                                --------
<S>                                                                                             <C>
PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

          Consolidated Balance Sheets -
              December 31, 1998 and March 31, 1999 (unaudited)                                      1

          Consolidated Income Statements - (unaudited)
            For the three months ended March 31, 1998 and 1999                                      2

          Consolidated Statements of Cash Flows - (unaudited)
            For the three months ended March 31, 1998 and 1999                                      3

          Notes to Consolidated Financial Statements                                                4

Item 2.

Management's Discussion and Analysis of Financial Condition
      and Results of Operations                                                                     7

Risk Factors                                                                                       12

PART II - OTHER INFORMATION

Item 2.  Changes in Securities                                                                     18

Item 6.  Exhibits and Reports on Form 8-K                                                          18
</TABLE>

Note: Items 1, 3, 4, and 5 of Part II are omitted because they are not
applicable

<PAGE>   3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                             RENAL CARE GROUP, INC.
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       DECEMBER 31,      MARCH 31,
                                                                          1998             1999
                                                                       ------------      ---------
                                                                                        (unaudited)

<S>                                                                    <C>               <C>
ASSETS
Current assets:
   Cash and cash equivalents                                             $ 19,943        $ 22,717
   Accounts receivable, net                                                84,795          92,495
   Inventories                                                              8,553           8,388
   Prepaid expenses and other current assets                                8,329          11,613
   Deferred income taxes                                                    3,381           3,381
                                                                         --------        --------
Total current assets                                                      125,001         138,594

Property, plant and equipment, net                                         96,256         105,013
Goodwill and other intangibles, net                                       205,765         212,826
Other assets                                                                6,355           6,221
                                                                         --------        --------

Total assets                                                             $433,377        $462,654
                                                                         ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                      $ 20,109        $ 15,334
   Income taxes payable                                                     1,579           6,153
   Current portion of long-term debt                                       10,742             693
   Other current liabilities                                               46,776          45,695
                                                                         --------        --------
Total current liabilities                                                  79,206          67,875

Long-term debt, net of current portion                                     79,507         106,705
Minority interest                                                          25,517          26,050
Deferred income taxes                                                       3,467           3,467
                                                                         --------        --------
Total liabilities                                                         187,697         204,097
                                                                         --------        --------

Stockholders' equity:
    Preferred stock, $.01 par value, 10,000 shares
     authorized, none issued                                                   --              --
    Common stock, $.01 par value, 60,000 shares authorized,
     43,995 and 44,266 shares issued and outstanding at
     December 31, 1998 and March 31, 1999, respectively                       440             443
    Additional paid-in capital                                            183,817         188,584
    Retained earnings                                                      61,423          69,530
                                                                         --------        --------
Total stockholders' equity                                                245,680         258,557
                                                                         --------        --------

Total liabilities and stockholders' equity                               $433,377        $462,654
                                                                         ========        ========
</TABLE>


          See accompanying notes to consolidated financial statements
<PAGE>   4


                             RENAL CARE GROUP, INC.
                         CONSOLIDATED INCOME STATEMENTS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                          1998            1999
                                                                         -------        --------
<S>                                                                      <C>            <C>
Net revenue                                                              $91,542        $120,861
Operating costs and expenses:
  Patient care costs                                                      61,813          78,247
  General and administrative expenses                                      9,127          11,294
  Provision for doubtful accounts                                          2,720           3,201
  Depreciation and amortization                                            4,613           6,163
  Merger expenses                                                            700           4,300
                                                                         -------        --------
Total operating costs and expenses                                        78,973         103,205
                                                                         -------        --------
Income from operations                                                    12,569          17,656
Interest expense, net                                                      1,246           1,405
                                                                         -------        --------
Income before minority interest and income taxes                          11,323          16,251
Minority interest                                                            547           1,500
                                                                         -------        --------
Income before income taxes                                                10,776          14,751
Provision for income taxes                                                 4,114           6,644
                                                                         -------        --------
Net income                                                               $ 6,662        $  8,107
                                                                         =======        ========

Net income per share:
   Basic                                                                 $  0.16        $   0.18
                                                                         =======        ========
   Diluted                                                               $  0.15        $   0.17
                                                                         =======        ========

Weighted average shares outstanding:
   Basic                                                                  42,523          44,193
                                                                         =======        ========
   Diluted                                                                45,035          46,400
                                                                         =======        ========
</TABLE>

          See accompanying notes to consolidated financial statements
<PAGE>   5

                             RENAL CARE GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED MARCH 31,
                                                                           1998            1999
                                                                       ----------------------------
<S>                                                                    <C>               <C>
OPERATING ACTIVITIES
Net income                                                               $  6,662        $  8,107
Adjustments to reconcile net income to net cash
 provided by operating activities:
     Depreciation and amortization                                          4,613           6,163
     Income applicable to minority interest                                   547           1,500
     Payment of merger expenses                                               700           3,800
     Change in assets and liabilities net of effects from acquisitions     (8,892)        (14,052)
                                                                         --------        --------
                 Net cash provided by operating activities                  3,630           5,518

INVESTING ACTIVITIES
Purchases of property and equipment                                        (3,923)        (12,704)
Cash paid for acquisitions, net of cash acquired                          (32,583)         (7,898)
Investments, net                                                            3,625              --
Decrease in other assets                                                    1,336             134
                                                                         --------        --------
                 Net cash used in investing activities                    (31,545)        (20,468)

FINANCING ACTIVITIES
Net borrowings under line of credit                                        37,348          17,116
Payments on long-term debt                                                 (3,284)           (195)
Proceeds from exercise of stock options                                     3,213           1,770
Distributions to minority shareholders                                       (100)           (967)
                                                                         --------        --------
                 Net cash provided by financing activities                 37,177          17,724
                                                                         --------        --------

Increase in cash and cash equivalents                                       9,262           2,774

Cash and cash equivalents, at beginning of period                           9,138          19,943
                                                                         --------        --------

Cash and cash equivalents, at end of period                              $ 18,400        $ 22,717
                                                                         ========        ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the period for:
    Interest                                                             $    677        $  1,175
                                                                         ========        ========
    Income taxes                                                         $    301        $  2,069
                                                                         ========        ========

SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
  Issuance of common stock in acquisition                                $  1,696        $  2,000
                                                                         ========        ========
</TABLE>

          See accompanying notes to consolidated financial statements
<PAGE>   6

                             RENAL CARE GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                                 MARCH 31, 1999
              (in thousands, except per share and operating data)
                                  (unaudited)

NOTE 1 - BASIS OF PRESENTATION

Overview

         Renal Care Group, Inc. ("RCG or the "Company") provides dialysis
services to patients with chronic kidney failure also known as end-stage renal
disease ("ESRD"). As of March 31, 1999, the Company provided dialysis and
ancillary services to approximately 13,400 patients through 177 outpatient
dialysis centers in 22 states. In addition to its outpatient dialysis center
operations, the Company provides acute dialysis services through contractual
relationships with 102 hospitals. The Company also operates a business
providing wound care and diabetes services.

         RCG's net revenue has been derived primarily from the following
sources:

         -        outpatient hemodialysis services;

         -        ancillary services associated with dialysis, primarily the 
                  administration of erythopoietin (EPO);

         -        home dialysis services;

         -        inpatient hemodialysis services provided pursuant to contracts
                  with acute care hospitals and skilled nursing facilities;

         -        management contracts with hospital-based and medical 
                  university dialysis programs;

         -        laboratory services; and

         -        wound care and diabetes services.

         ESRD patients typically receive three dialysis treatments each week,
with reimbursement for services provided primarily by the Medicare ESRD program
based on rates established by the Health Care Financing Administration
("HCFA"). For the three months ended March 31, 1999, approximately 62% of the
Company's net revenue was derived from reimbursement under the Medicare and
Medicaid programs. Medicare reimbursement is subject to rate and other
legislative changes by Congress and periodic changes in regulations, including
changes that may reduce payments under the ESRD program.

         The Medicare ESRD composite rate applies to a designated group of
dialysis services, including the dialysis treatment, supplies used for such
treatment, certain laboratory tests and medications, and most of the home
dialysis services provided by RCG. Certain other services and drugs are
eligible for


                                       4
<PAGE>   7
separate reimbursement under Medicare and are not part of the ESRD composite
rate, including specific drugs such as EPO and some physician-ordered tests
provided to dialysis patients.

         For patients with private health insurance, dialysis was historically
reimbursed at rates higher than Medicare during the first 18 months of
treatment, and after that time Medicare became the primary payor. Effective
August 5, 1997, however, the Balanced Budget Act extended to 30 months of
treatment the health insurance coordination period during which private
insurance must pay for dialysis; after that period Medicare now becomes the
primary payor. Reimbursement for dialysis services provided pursuant to a
hospital contract is negotiated with the individual hospital and generally is
higher on a per treatment equivalent basis than the Medicare composite rate.
Because dialysis is a life-sustaining therapy used to treat this chronic
disease, utilization is predictable and is not subject to seasonal
fluctuations.

Interim Financial Statements

         In the opinion of management, the information contained herein
reflects all adjustments necessary to make the results of operations for the
interim periods a fair statement of such operations. All such adjustments are
of a normal recurring nature. Operating results for interim periods are not
necessarily indicative of results which may be expected for the year as a
whole. The Company suggests that persons read these financial statements in
conjunction with the consolidated financial statements and the related notes
thereto included in the Company's Form 10-K, as filed with the SEC on March 31,
1999, and the supplemental consolidated financial statements and the related
notes thereto included in the Company's Form 8-K, as filed with the SEC on
April 22, 1999.
         
NOTE 2 - SIGNIFICANT EVENTS

         In January 1999, RCG completed a merger with Dialysis Centers of
America, Inc. ("DCA"), an operator of 12 dialysis facilities located in
metropolitan Chicago. The facilities also provide acute, in-patient dialysis
treatment services to six area hospitals. RCG issued approximately 3,073 shares
of common stock in the merger. The DCA Merger has been accounted for as a
pooling of interests, and as such, the Company's consolidated financial
statements and Management's Discussion and Analysis of Financial Condition
included herein give retroactive effect to the DCA merger for all periods
presented. The results of operations for the separate companies and the
combined results presented in the condensed consolidated financial statements
for prior periods follow:

<TABLE>
<CAPTION>
                                                Three Months
                                               Ended March 31,
                                                    1998        
                                               ---------------       
<S>                                               <C>           
          Net revenue
            RCG                                   $80,463       
            DCA                                    11,079       
                                                  -------       
                                                  $91,542       
                                                  =======       

          Net income
            RCG                                   $ 7,073       
            DCA                                      (411)      
                                                  -------       
                                                  $ 6,662                                
                                                  =======       
</TABLE>



                                       5
<PAGE>   8

NOTE 3 - EARNINGS PER SHARE

         The following table sets forth the computation of basic and diluted
income per share in accordance with SFAS 128.

<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED MARCH
                                                                          1998           1999
                                                                         -------        -------
         <S>                                                             <C>            <C>
         Numerator:
           Numerator for basic and diluted income per share              $ 6,662        $ 8,107
         Denominator:
           Denominator for basic net income per share -
            weighted-average shares                                       42,523         44,193
           Effect of dilutive securities:
            Stock options                                                  1,993          1,678
            Warrants                                                         519            529
                                                                         -------        -------
           Denominator for diluted net income per share -
             adjusted weighted-average shares and assumed
             conversions                                                  45,035         46,400
                                                                         =======        =======
          Net income per share:
           Basic                                                         $  0.16        $  0.18
                                                                         =======        =======
           Diluted                                                       $  0.15        $  0.17
                                                                         =======        =======
</TABLE>


                                       6
<PAGE>   9

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

         Net revenue. Net revenue increased from $91.5 million for the three
months ended March 31, 1998 to $120.9 million for the three months ended March
31, 1999, an increase of $29.4 million, or 32.1%. This increase resulted
primarily from a 19.7% increase in the number of treatments from 417,863 in the
1998 period to 500,177 in the 1999 period. This growth in treatments is the
result of the acquisition and development of various dialysis facilities and a
9.0% increase in same-center treatments for the 1999 period over the 1998
period. In addition, average net revenue per dialysis treatment increased 9.3%
from $214 in the 1998 period to $234 in the 1999 period. The remaining revenue
increase is a result of wound care and diabetes revenues following RCG's
entrance into that business with the December 1997 acquisition of Integrated
Wound Care Systems, Inc. (formerly known as STAT Management, Inc.), higher
management fees and increased earnings of unconsolidated partnerships in the
1999 period compared to the 1998 period. The increase in revenue per treatment
was due to an improvement in RCG's payor mix, increases in the utilization of
erythropoietin (EPO) and other drugs, increases in acute hospital services, the
implementation of RCG's in-house laboratory services and the positive impact on
commercial payments of the Medicare secondary payor provisions of the Balanced
Budget Act.

         Patient Care Costs. Patient care costs consist of costs directly
related to the care of patients, including direct labor, drugs and other
medical supplies and operational costs of facilities. Patient care costs
increased from $61.8 million for the three months ended March 31, 1998 to $78.2
million for the three months ended March 31, 1999, an increase of $16.4
million, or 26.5%. This increase resulted primarily from an increase in the
number of treatments performed during the period, which caused a corresponding
increase in the cost of labor, drugs and supplies. Patient care costs as a
percentage of net revenue decreased from 67.5% in the 1998 period to 64.7% in
the 1999 period primarily due to the increase in net revenue per treatment.
Patient care costs per treatment increased from $148 in the 1998 period to $156
in the 1999 period, an increase of $8, or 5.4%. This increase is due to costs
associated with the utilization of EPO and other drugs, the cost of providing
acute hospital services, the cost of providing in-house laboratory services and
normal health care inflation.

         General and Administrative Expenses. General and administrative
expenses include corporate office costs and facility costs not directly related
to the care of patients, including facility administration, accounting,
billing, and information systems. General and administrative expenses increased
from $9.1 million for the three months ended March 31, 1998 to $11.3 million
for the three months ended March 31, 1999, an increase of $2.2 million, or
24.2%. General and administrative expenses as a percentage of revenue decreased
from 10.0% in the 1998 period to 9.3% in the 1999 period, primarily as the
result of the increase of net revenue for the 1999 period.


                                       7
<PAGE>   10

         Provision for Doubtful Accounts. The provision for doubtful accounts
is a function of payor mix, billing practices, and other factors. RCG reserves
for doubtful accounts in the period in which the revenue is recognized based on
management's estimate of the net collectibility of the accounts receivable.
Management estimates the net collectibility of accounts receivable based upon
an analysis of payor mix, billing practices and other factors. The provision
for doubtful accounts increased from $2.7 million for the three months ended
March 31, 1998 to $3.2 million for the three months ended March 31, 1999. The
provision for doubtful accounts as a percentage of net revenue decreased from
3.0% in the 1998 period to 2.6% in 1999 period, or 40 basis points. This
decrease in the provision for doubtful accounts resulted primarily from
improved collection of accounts receivable assumed in the merger with Dialysis
Centers of America, Inc. in January 1999.

         Depreciation and Amortization. Depreciation and amortization increased
from $4.6 million for the three months ended March 31, 1998 to $6.2 million for
the three months ended March 31, 1999, an increase of $1.6 million, or 34.8%.
This increase was due to the start-up of dialysis facilities, the normal
replacement costs of dialysis facilities and equipment, the purchase of
information systems, and the amortization of the goodwill associated with
acquisitions accounted for as purchases.

         Merger Expenses. Merger expenses of $4.3 million for the three months
ended March 31, 1999 represent legal, accounting, employee severance costs and
related benefits and other costs associated with the assimilation and transition
of the merger with DCA.

         Income from Operations. Income from operations increased from $12.6
million for the three months ended March 31, 1998 to $17.7 million for the
three months ended March 31, 1999, an increase of $5.1 million, or 40.5%.
Income from operations as a percentage of net revenue increased from 13.7% in
the 1998 period to 14.6% in the 1999 period as a result of the factors
discussed above.

         Interest Expense, Net. Interest expense increased from $1.2 million
for the three months ended March 31, 1998 to $1.4 million for the three months
ended March 31, 1999, an increase of $200,000 or 16.7%. This increase is
attributable to increased borrowings under the Company's $125.0 million credit
facility. Such borrowings were used for a combination of acquisitions, capital
expenditures and working capital requirements.

         Minority Interest. Minority interest represents the proportionate
equity interest of other partners in RCG's consolidated entities that are not
wholly-owned. As of March 31, 1999, this was primarily comprised of three joint
venture partnerships.

LIQUIDITY AND CAPITAL RESOURCES

         RCG requires capital primarily to acquire and develop dialysis
facilities, to purchase property and equipment for existing facilities, and to
finance working capital needs. At March 31, 1999, RCG's working capital was
$70.7 million, cash and cash equivalents were $22.7 million, and RCG's current
ratio was 2.0 to 1.0.

         Net cash provided by operating activities was $5.5 million for the
three months ended March 31, 1999. Cash provided by operating activities
consists of net income before depreciation and amortization expense, partially
offset by increases in accounts receivable and other current assets net of
liabilities. Net cash used in investing activities was $20.5 million for the
three months ended March 31, 1999. Cash


                                       8
<PAGE>   11

used in investing activities consisted primarily of $7.9 million of cash paid
for acquisitions, net of cash acquired, and $12.7 million of purchases of
property and equipment. Cash provided by financing activities was $17.7 million
for the three months ended March 31, 1999. Cash provided by financing
activities resulted primarily from $17.1 million in net borrowings under the
line of credit to fund certain acquisitions and an aggregate of $1.8 million
from the proceeds, and the related income tax benefit, of stock option
exercises and was partially offset by payments on long-term debt and
distributions to minority shareholders of joint ventures.

         RCG is a party to a First Amended and Restated Loan Agreement for a
$125.0 million credit facility. Borrowings under the credit facility may be
used for acquisitions, capital expenditures, working capital and general
corporate purposes. No more than $25.0 million of the credit facility may be
used for working capital purposes. Within the working capital sublimit, RCG may
borrow up to $5.0 million in swing line loans.

         RCG has negotiated loan pricing based on a LIBO rate margin pursuant
to leverage tiers. These leverage tiers extend from 0.75 to 2.25 times and are
priced at a LIBO rate margin of 0.60% to 1.35%. Commitment fees are also priced
pursuant to leverage ratio tiers. Commitment fees range from 0.20% to 0.30%
pursuant to leverage ratios ranging between 0.75 and 2.25. Under the loan
agreement, commitments range in amounts and dates from the closing date through
August 2003. RCG has obtained total lender commitments of $125.0 million
through August 2000. Lender commitments are then reduced to $106.3 million
through August 2001, $87.5 million through August 2002 and $68.8 million
through August 2003. All loans under the loan agreement are due and payable on
August 4, 2003. On March 31, 1999, there was $106.7 million outstanding under
this agreement. In connection with the merger with Dialysis Centers of America,
Inc. in January 1999, RCG incurred approximately $32.7 million in indebtedness
under this agreement to repay certain DCA indebtedness and fund DCA's working
capital needs.

         Under the loan agreement, each of RCG's subsidiaries has guaranteed of
all of RCG's obligations under the loan agreement. Further, RCG's obligations
under the loan agreement, and the obligations of each of its subsidiaries under
its guaranty, are secured by a pledge of the equity interests held by RCG in
each of the subsidiaries. Financial covenants are customary based on the amount
and duration of this commitment. RCG has reached a verbal agreement with its
banks to increase this credit facility from $125.0 million to $185.0 million
and is negotiating the final terms of an amendment for such increase.
Management believes the amendment will be in place by the end of the second
quarter, but no assurances can be given that the amendment will be completed or
on what terms it may be completed.

         A significant component of RCG's growth strategy is the acquisition and
development of dialysis facilities. Management of RCG believes that existing
cash and funds from operations, together with funds available under the line of
credit, and the aforementioned verbal agreement to increase the line of credit,
will be sufficient to meet RCG's acquisition, expansion, capital expenditure and
working capital needs for the foreseeable future. However, in order to finance
certain large strategic acquisition opportunities, RCG may incur from time to
time additional short-and long-term bank indebtedness and may issue equity or
debt securities, the availability and terms of which will depend on market and
other conditions. There can be no assurance that such additional financing, if
required, will be available on terms acceptable to RCG.


                                       9
<PAGE>   12

         Capital expenditures of approximately $33.5 million, primarily for
equipment replacement, expansion of existing dialysis facilities and
construction of de novo facilities are planned in 1999. RCG has made capital
expenditures of $12.7 million through March 31, 1999. The Company expects that
such capital expenditures will be funded with cash provided by operating
activities and available lines of credit. The Company believes that capital
resources available to it will be sufficient to meet the needs of its business,
both on a short- and long-term basis.

IMPACT OF YEAR 2000

         Introduction. The term "year 2000 issue" is a general term used to
describe various problems that may result from the improper processing of dates
and date-sensitive calculations by computers and other machinery as the year
2000 is approached and reached. These problems arise from hardware and software
unable to distinguish dates in the "2000's" from dates in the "1900's" and from
other sources such as the use of special codes and conventions in software that
make use of a date field.

         RCG's State of Readiness. RCG's efforts in addressing the year 2000
issue are focused in the following four areas:

         -        developing awareness and educating employees regarding the 
                  year 2000 issue;

         -        implementing procedures to determine whether RCG's software 
                  systems and hardware platforms are year 2000 compliant and
                  communicating with suppliers and third party payors to
                  determine whether there will be any interruption in their
                  systems that could affect RCG's ability to receive timely
                  shipments of inventory or payment for services as a result of
                  the year 2000 issue;

         -        evaluating and making necessary modifications to RCG's 
                  software and hardware systems and other systems that contain
                  imbedded chips, such as phone systems, which process dates
                  and date sensitive materials; and

         -        testing of systems for year 2000 compliance.

         The Company has substantially completed its assessment of key computer
systems and electronic devices and expects to complete a more detailed
inventory of each facility by May 31, 1999. The Company is developing and
implementing plans to remediate year 2000 issues identified in the assessment
phase. RCG expects to complete the remediation phase by June 30, 1999 and the
testing phase by August 31, 1999. The education phase will be an on-going
process throughout 1999.

         RCG is in the process of obtaining written confirmation from vendors
that RCG's software applications and hardware platforms acquired from such
vendors will correctly manipulate dates and date-related data as the year 2000
is approached and reached. Based on an initial assessment of its core clinical
and financial systems, the Company has determined the following: (1) over 90%
of RCG's core systems are packaged applications licensed from third-party
vendors, thus less than 10% were developed internally; and (2) substantially
all of such third-party applications have been certified to RCG by their
manufacturers as fully Year 2000 compliant, or as upgradable to become
compliant with minor upgrades.

         Furthermore, to improve its operating performance and efficiency, RCG
has undertaken a number of significant information system initiatives. These
initiatives include the selection and


                                      10
<PAGE>   13

implementation of a new laboratory system, a new human resources and payroll
system, a new universal patient index and registration system, and a new
practice management system. RCG expects these systems to be put into use in
1999. The manufacturers of these new systems have certified that these systems
are year 2000 compliant. The Company currently believes that with upgrades or
replacements of certain software and hardware, RCG's internal systems will be
substantially year 2000 compliant. Nevertheless, there can be no assurance that
the software applications and hardware platforms on which RCG's business relies
will correctly manipulate dates and date-related data as the year 2000 is
approached and reached. Such failures could have a material adverse effect on
RCG's financial condition, results of operations and business.

         RCG's business relies heavily upon its ability to obtain reimbursement
from third party payors, including Medicare, Medicaid and private insurers, and
to obtain water, power and other supplies from vendors. RCG is in the process
of obtaining written verification from its major suppliers, and certain
significant third party payors, to determine whether there will be any
interruption in the provision of supplies or reimbursement for services
performed resulting from the year 2000 issue. RCG expects to complete this
process by May 15, 1999. At this time, RCG has received confirmations from a
number of HCFA intermediaries and other third party payors stating that they
are now, or plan soon to be, year 2000 compliant. HCFA has publicly indicated
that it plans to be year 2000 compliant and to be able to process and pay
claims without interruption. HCFA has, however, also indicated that it still
has year 2000 issues with third party systems and that it is working to address
such issues. The failure of HCFA, Medicare intermediaries, Medicaid payors or
any of RCG's other significant third party payors to remedy year 2000 related
problems could result in a delay in RCG's receipt of payments for services
which could have a material adverse impact on the Company's earnings, financial
condition and business. Furthermore, a delay in receiving supplies from certain
vendors could hinder RCG's ability to provide services to patients which could
have a material adverse impact on RCG's earnings, financial condition and
business.

         RCG is aware that certain of its systems, such as dialysis and other
medical equipment, phone systems, facsimile machines, heating and air
conditioning, security systems and other non-data processing oriented systems
may include imbedded chips that process dates and date-sensitive material.
These imbedded chips are both difficult to identify in all instances and
difficult to repair; often, total replacement of the chips is necessary. RCG is
performing an evaluation of its systems to determine whether RCG needs to
repair or replace any chips to avoid year 2000 problems. If RCG fails to
identify or remediate any imbedded chips (either on an individual or an
aggregate basis) on which significant business operations depend, such as phone
systems, there could be a material adverse impact on RCG's earnings, financial
condition and business.

         Costs to Address RCG's Year 2000 Issues. RCG will utilize both
internal and external resources to complete its year 2000 project. RCG
estimates that the cost to remediate year 2000 issues that have been identified
and to test systems to verify year 2000 compliance will be between $250,000 and
$500,000 and will be incurred primarily in the first and second quarters of
1999. The total cost of the year 2000 effort is not known at this time, but
will be determined when the assessment phase of the plan is completed.

         Risks Presented by Year 2000 Issues. RCG is still in the process of
evaluating potential disruptions or complications that might result from year
2000-related problems. At this time, RCG has not identified any specific
business functions that will suffer material disruption as a result of year
2000-


                                      11
<PAGE>   14

related events. The Company may, however, identify business functions in the
future that are specifically at risk of year 2000 disruption. RCG's failure at
this point to identify year 2000 risks should not be construed to mean that
there is no risk of year 2000-related disruption. Moreover, due to the unique
and pervasive nature of the year 2000 issue, RCG cannot anticipate each of the
wide variety of year 2000 events, particularly outside of the Company, that
might arise in a worst case scenario and might have a material adverse effect
on RCG's results of operations and business.

         RCG's Contingency Plans. Since RCG has not identified any specific
business function that will be materially at risk of significant year 2000
related disruptions, and because a full assessment of the Company's risk from
potential year 2000 failures is still in process, RCG has not yet developed
detailed contingency plans specific to year 2000 problems. RCG has scheduled an
evaluation of the status of completion of its year 2000 initiatives in March
1999 and will determine at that time whether a contingency plan will be
developed.

RISK FACTORS

         You should carefully consider the risks described below before
investing in RCG. The risks and uncertainties described below ARE NOT the only
ones facing RCG. Other risks and uncertainties that we have not predicted or
assessed may also adversely affect our company.

         If any of the following risks occur, our earnings, financial condition
or business could be materially harmed, and the trading price of our common
stock could decline, resulting in the loss of all or part of your investment.

FAILURE TO INTEGRATE ACQUIRED COMPANIES WILL ADVERSELY AFFECT OUR PROFITABILITY

         RCG has been in business only since February 1996 and has grown
significantly by acquisitions since then. Some of our acquisitions have
occurred within the past few weeks or months. We also intend to acquire more
companies in the future. We may be unable to integrate the acquired businesses
successfully or achieve anticipated economic, operational and other benefits in
a timely manner, which could lead to substantial costs and delays or other
operational, technical or financial problems, including diverting management's
attention from our existing business. The failure to integrate acquisitions
successfully will damage our earnings, financial condition or business.

CHANGES IN THE MEDICARE OR MEDICAID PROGRAMS COULD ADVERSELY AFFECT OUR BUSINESS

         Changes in the Medicare, Medicaid or similar government programs or
the rates paid by those programs for our services may adversely affect our
earnings. We estimate that approximately 62% of our net revenue for 1997, 59%
of our net revenue for 1998, and 57% of our net revenue for the three months
ended March 31, 1999 consisted of reimbursements from Medicare, including the
administration of EPO to treat anemia. We also estimate that approximately 7%
of our net revenue for 1997, 5% of our net revenue for 1998, and 5% of our net
revenue for the three months ended March 31, 1999 consisted of reimbursements
from Medicaid or comparable state programs. Any of the following actions in
connection with these programs could adversely affect our earnings, financial
condition or business:

    -    the amount paid to us under government programs for our
         services could be reduced;


                                      12
<PAGE>   15

         -        the costs associated with performing our services that are
                  subject to inflation, such as labor and supply costs, could
                  increase without a corresponding increase in reimbursement
                  rates;

         -        certain ancillary services, for which we are reimbursed
                  separately, may become included in the flat composite rate,
                  thereby reducing our revenue; or

         -        changes in laws, or the interpretations of laws, could cause
                  us to modify our operations.

ERYTHROPOIETIN REIMBURSEMENT DECREASES, COST INCREASES OR SUPPLY SHORTAGES WILL
ADVERSELY AFFECT OUR EARNINGS

         Any decrease in the reimbursement of EPO, for which we are reimbursed
separately outside the flat composite rate, could significantly affect our
revenue and earnings. EPO is a bio-engineered hormone that is used to treat
anemia. Our revenues from EPO, much of which are reimbursed through government
programs, were approximately 20% of net revenue for 1997, 23% of net revenue
for 1998, and 25% of net revenue for the three months ended March 31, 1999.
President Clinton has included a proposal to decrease the reimbursement for EPO
by $1 per thousand units in his fiscal year 2000 budget. Further, EPO is
produced by a single manufacturer, and any interruption of supply or cost
increases could adversely affect our earnings, financial condition or business.

DECREASES IN PAYMENTS BY PRIVATE INSURERS, HOSPITALS OR MANAGED CARE
ORGANIZATIONS COULD ADVERSELY AFFECT OUR EARNINGS

         Any reduction in the rates paid by private insurers, hospitals or
managed care organizations or a significant shift in our revenue mix toward
additional Medicare or Medicaid reimbursement could have a material adverse
effect on our earnings, financial condition or business. We estimate that
approximately 31% of our net revenue for 1997, 36% of our net revenue for 1998,
and 38% of our net revenue for the three months ended March 31, 1999 were
derived from sources other than Medicare and Medicaid. In general, payments by
private insurers and hospitals for our services are at rates significantly
higher than the Medicare or Medicaid rates. As a result, any of the following
events could have a material adverse effect on our earnings, financial
condition or business:

         -        an increase in the dialysis procedures reimbursed by private
                  insurers, hospitals or managed care companies could cause
                  such organizations to reduce the rates they pay us;

         -        a portion of our business that is currently reimbursed by 
                  private insurers or hospitals may become reimbursed by
                  managed care organizations, which currently have lower rates
                  for our services; or

         -        the scope of coverage by Medicare or Medicaid under the flat
                  composite rate could expand and, as a result, reduce the
                  extent of our services being reimbursed at the higher
                  private-insurance rates.


                                      13
<PAGE>   16

OUR RATE OF GROWTH IS SUBJECT TO OUR ABILITY TO MAKE FUTURE ACQUISITIONS

         Much of our historical growth has come from acquisitions, and we
expect to continue to pursue growth through the acquisition and development of
dialysis centers. However, we may be unable to continue to identify and
complete suitable acquisitions or obtain the necessary financing. We also
compete with other companies to identify and complete suitable acquisitions. We
expect this competition to intensify, making it more difficult to acquire
suitable companies on favorable terms. Further, the businesses that we acquire
may not perform well enough to justify our investment or may not be integrated
successfully into our existing business. If we are unable to make additional
acquisitions on suitable terms, we may not meet our expectations for revenue
growth.

ACQUISITIONS MAY DILUTE OWNERSHIP AND REQUIRE ADDITIONAL DEBT

         We may issue equity securities in future acquisitions that could be
dilutive to our shareholders. We also may incur additional debt and
amortization expense related to goodwill and other intangible assets in future
acquisitions. Further, amortization and other expenses may arise from previous
acquisitions due to changes in accounting requirements. This additional debt
and amortization expense may significantly reduce our profitability and
materially and adversely affect our earnings, financial condition or business.

LIABILITIES MAY ARISE FROM ACQUIRED BUSINESSES

         We have acquired and intend to continue to pursue acquiring businesses
that may have unknown or contingent liabilities, including liabilities for
failure to comply with health care laws. Although we generally attempt to
identify any practices that may give rise to unknown or contingent liabilities
and thereafter conform them to our standards, private plaintiffs or
governmental agencies may still assert claims. Even though we generally seek to
obtain indemnification from prospective sellers, unknown and contingent
liabilities may not be covered by indemnification or may exceed contractual
limits or the financial capacity of the indemnifying party.

REDUCTIONS IN PHYSICIAN REFERRALS MAY ADVERSELY AFFECT OUR EARNINGS

         Our dialysis centers depend on referrals from local nephrologists.
Typically, one or a few physicians account for all or a significant portion of
the patient base at a center, and the loss of one or more referring physicians
could have a material adverse effect on the operations of that center. The loss
of a significant number of referring physicians could have a material adverse
effect on our earnings, financial condition and business. In many instances,
the primary referral sources for our centers are physicians who are also
stockholders and serve as medical directors of our centers. If stock ownership
or the medical director relationship were deemed to violate applicable federal
or state law, including fraud and abuse laws and laws prohibiting
self-referrals, such physicians may be forced to stop referring to our centers.
Further, we may not be able to renew or renegotiate our medical director
agreements successfully, which could result in a loss of patients.


                                      14
<PAGE>   17

GOVERNMENT REGULATION CAN HAVE A LARGE IMPACT ON OUR BUSINESS

         If our business is alleged or found to violate heath care or other
applicable laws, our earnings, financial condition or business may be adversely
affected. We are subject to extensive federal, state and local regulation
regarding the following:

         -        fraud and abuse prohibitions under health care reimbursement
                  laws,

         -        patient referrals prohibitions and limitations,

         -        false claims prohibitions under health care reimbursement 
                  laws,

         -        facility licensure,

         -        health and safety requirements,

         -        environmental compliance, and

         -        medical and toxic waste disposal.

Much of this regulation, particularly in the areas of fraud and abuse and
patient referral, is complex and open to differing interpretations. Due to the
broad application of the statutory provisions and the absence in many instances
of regulations or court decisions addressing the specific arrangements by which
we conduct our business, it is possible that some of our practices might be
challenged under these laws. If any of our operations are found to violate
these laws, we may be subject to severe sanctions or be required to alter or
discontinue the challenged conduct. If we are required to alter our practices,
we may not be able to do so successfully. The occurrence of any of these events
could result in a material adverse effect on our earnings, financial condition
or business. These matters are discussed in more detail under the subheading of
"Government Regulation" within the "Business" section of our annual report on
Form 10-K, as filed with the SEC on March 31, 1999.

INDUSTRY CHANGES COULD ADVERSELY AFFECT OUR BUSINESS

         The health care industry in the United States is in a period of rapid
change and uncertainty. Health care organizations, public or private, may
dramatically change the way they operate and pay for services. Our business is
designed to function within the current health care financing and reimbursement
system. During the past several years, the health care industry has been
subject to increasing levels of government regulation of, among other things,
reimbursement rates and capital expenditures. In addition, proposals to reform
the health care system have been considered by Congress. These proposals, if
enacted, may further increase government regulation of or other involvement in
health care, lower reimbursement rates and otherwise change the operating
environment for health care companies. We cannot predict the likelihood of
those events or what impact they may have on our earnings, financial condition
or business.


                                      15
<PAGE>   18

OUR BUSINESS IS SUBJECT TO SUBSTANTIAL COMPETITION

         The dialysis industry is fragmented and rapidly consolidating. There
are several large dialysis companies that compete for the acquisition of
existing dialysis centers and the development of relationships with referring
physicians. Several of our competitors are part of larger companies that also
manufacture dialysis equipment. Several of our competitors, including these
equipment manufacturers, have substantially greater financial resources and
more established operations and infrastructure than RCG. We also experience
competition from referring physicians who open their own dialysis centers.
There can be no assurance that we will be able to compete effectively with any
of our competitors.

WE ARE DEPENDENT ON A FEW KEY PEOPLE

         We are dependent upon the services of our executive officers Sam A.
Brooks, Jr., our Chairman, Chief Executive Officer and President, Raymond
Hakim, M.D., Ph.D., Ronald Hinds and Gary Brukhardt, each an Executive Vice
President. Further, our growth will depend in part upon our ability to attract
and retain skilled employees, for whom competition is intense. We also believe
that our future success will depend on our ability to attract and retain
qualified physicians to serve as medical directors of our dialysis centers. We
do not carry key-man life insurance on any of our officers. The loss by us of
any of our executive officers, or the inability to attract and retain qualified
management personnel and medical directors, could have a material adverse
effect on our earnings, financial condition or business.

BUSINESS RELATIONSHIPS WITH DIRECTORS COULD CREATE CONFLICTS OF INTEREST

         We are a party to medical director agreements with the following
members of our Board of Directors or their physician practices: Stephen D.
McMurray, M.D., W. Tom Meredith, M.D., Thomas A. Lowery, M.D., John D. Bower,
M.D. and Kenneth E. Johnson, M.D., each of whom is also a stockholder of the
Company. In addition, we lease space from Dr. Bower, Dr. Lowery and an entity
in which Dr. Meredith owns an interest. Another of our directors, Harry R.
Jacobson, M.D., serves as the Chancellor of Health Affairs at Vanderbilt
University, with which we have an agreement to manage its Medical Center's
outpatient dialysis facility. These interests of our directors may give rise to
conflicts of interest concerning the fulfillment of their responsibilities as
directors, and could result in decisions that may not reflect the interests of
all stockholders equally.

INHIBITIONS AGAINST A TAKEOVER

         Our Certificate of Incorporation and Bylaws contain a number of
provisions that may delay, deter or inhibit a future acquisition or change in
control of RCG that is not first approved by our Board of Directors. This could
occur even if our stockholders are offered an attractive value for their shares
or if a substantial number or even a majority of our stockholders believe the
takeover may be in their best interest. These provisions are intended to
encourage any person interested in acquiring RCG to negotiate with and obtain
approval from our Board of Directors prior to pursuing the transaction.
Provisions that could delay, deter or inhibit a future acquisition or change in
control of RCG include the following:

         -        a staggered Board of Directors that would require two annual 
                  meetings to replace a majority of the Board of Directors;


                                      16
<PAGE>   19

         -        restrictions on calling special meetings at which an  
                  acquisition or change in control of RCG might be brought to a
                  vote of the stockholders;

         -        blank check preferred stock that may be issued by our Board of
                  Directors without stockholder approval and that may be
                  substantially dilutive or contain preferences or rights
                  objectionable to an acquiror; and

         -        a poison pill that would substantially dilute the interest 
                  sought by an acquiror.

These provisions could also discourage bids for our common stock at a premium
and have a material adverse effect on the market price of our common stock.

VOLATILITY OF STOCK PRICE

         Our common stock is traded on the Nasdaq National Market. The market
price of our common stock has been volatile and could fluctuate substantially
based on a variety of factors, including the following:

         -        future announcements concerning us, our competitors or the 
                  health care market;

         -        changes in government regulations; and

         -        changes in earnings estimates by analysts.

         Furthermore, stock prices for many companies fluctuate widely for
reasons that may be unrelated to their operating results. These fluctuations,
coupled with changes in demand or reimbursement levels for our services and
general economic, political and market conditions, may adversely affect the
market price of our common stock.

YEAR 2000 ISSUES MAY RESULT IN LOSS OF REVENUE OR INCREASE IN COSTS

         Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century and, if not
corrected, could fail or create erroneous results by or at the year 2000. We
have undertaken, but not completed, an assessment of our year 2000 issues.
Until we have completed our assessment, we cannot be sure that our efforts to
address our year 2000 issues are appropriate, adequate or complete. Our year
2000 issues could reside in our own systems and in the systems of third parties
with whom we have relationships that are material to our operations, such as
reimbursement to us from fiscal intermediaries and governmental agencies and
the provision of significant utilities and supplies to our centers. Year 2000
issues could cause significant disruptions in our cash flow and operations,
which could have a material adverse effect on our earnings, financial condition
and business. Matters related to our year 2000 issues are discussed in further
detail under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Impact of Year 2000."


                                      17
<PAGE>   20

FORWARD LOOKING STATEMENTS

         Some of the information in this annual report contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "intend," "estimate" and "continue" or similar words.
You should read statements that contain these words carefully for the following
reasons:

         -        the statements discuss our future expectations;

         -        the statements contain projections of our future earnings or
                  of our financial condition; and

         -        the statements state other "forward-looking" information.

         We believe it is important to communicate our expectations to our
investors. There may be events in the future, however, that we are not
accurately able to predict or over which we have no control. The risk factors
listed above, as well as any other cautionary language in this quarterly
report, provide examples of risks, uncertainties and events that may cause our
actual results to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in our common stock, you should
be aware that the occurrence of any of the events described in the above risk
factors, elsewhere in this quarterly report and other events that we have not
predicted or assessed could have a material adverse effect on our earnings,
financial condition and business. In such case, the trading price of our common
stock could decline and you may lose all or part of your investment.


                                      18
<PAGE>   21

                          PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES.

(a)      None

(b)      None

(c)      In January 1999, the Company issued approximately 3,226,546 shares of
         Common Stock to the former owners of Dialysis Centers of America, Inc.
         in a private placement pursuant to the exemption from registration set
         forth in Section 4(2) of the Securities Act.

         In February 1999, the Company issued approximately 95,511 shares of
         Common Stock to the former owner of Alaska Kidney Centers, Inc., in a
         private placement from registration set forth in Section 4(2) of the
         Securities Act.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

         10.42    Restricted Stock Award Agreement between the Company and 
                  Sam A. Brooks*

         10.43    Restricted Stock Award Agreement between the Company and 
                  Harry R. Jacobson*

         10.44    Restricted Stock Award Agreement between the Company and
                  Ronald Hinds* 

         10.45    Restricted Stock Award Agreement between the Company and 
                  Stephen D. McMurray*
  
         27.1     Financial Data Schedule for the three months ended March 31,
                  1999 (filed via Edgar on May 14, 1999) (for SEC use only)

(b)      Reports on Form 8-K

         Form 8-K filed February 10, 1999 relating to the merger with Dialysis
         Centers of America, Inc.


         * Management contract or executive compensation plan or arrangement.


                                      19
<PAGE>   22

                                   SIGNATURE

         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 thereunto duly authorized.

                                            RENAL CARE GROUP, INC.           
                                    -----------------------------------------
                                                (Registrant)




May 14, 1999                     BY: /s/ Ronald Hinds                         
------------------                  -----------------------------------------
                                    Ronald Hinds
                                    Executive Vice President, Chief Financial
                                    Officer, Treasurer and Principal Financial
                                    Officer and Principal Accounting Officer


                                      20
<PAGE>   23

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                             Description of Exhibits                                     Page No.
-------                            -----------------------                                     --------

<S>      <C>                                                                                   <C>
10.42    Restricted Stock Award Agreement between the Company and Sam A. Brooks*
10.43    Restricted Stock Award Agreement between the Company and Harry R. Jacobson*
10.44    Restricted Stock Award Agreement between the Company and Ronald Hinds* 
10.45    Restricted Stock Award Agreement between the Company and Stephen D. McMurray*
27.1     Financial Data Schedule for the three months ended March 31, 1999 (for SEC use only)
</TABLE>


* Management contract or executive compensation plan or arrangement.


                                      21