##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







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

For the quarterly period ended March 31, 2009.

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 Number 333-133319





LIFECARE HOLDINGS, INC.

(Exact name
of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 51-0372090                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)
|                                                               | 
|5560 Tennyson Parkway Plano, Texas                             |  | 75024                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(469) 241-2100

(Registrants telephone number, including area code)

None

(Former name, former address and former fiscal year, if changes since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Please see definition of accelerated and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer:   ̈        Accelerated
Filer:   ̈        Non-Accelerated Filer:  x        Smaller Reporting
Company:   ̈

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).    Yes   ̈    No  x

As of May 15, 2009, the registrant had 100 shares of Common Stock, par value $0.01 per share, outstanding.









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##### Table of Contents

LIFECARE HOLDINGS, INC.

TABLE OF CONTENTS



|           |  |                                                                                       |  |   
|---------- |  | ------------------------------------------------------------------------------------- |  | --
|PART I     |  | FINANCIAL INFORMATION                                                                 |  |   
|           |  |                                                                                      
|ITEM 1.    |  | CONSOLIDATED FINANCIAL STATEMENTS                                                     |  | 3 
|           |  |                                                                                      
|           |  | CONDENSED CONSOLIDATED BALANCE SHEETS                                                 |  | 3 
|           |  |                                                                                      
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                       |  | 4 
|           |  |                                                                                      
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT                            |  | 5 
|           |  |                                                                                      
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                       |  | 6 
|           |  |                                                                                      
|           |  | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                  |  | 7 
|           |  |                                                                                      
|ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 18
|           |  |                                                                                      
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 26
|           |  |                                                                                      
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                               |  | 27
|           |  |                                                                                      
|PART II    |  | OTHER INFORMATION                                                                     |  | 27
|           |  |                                                                                      
|ITEM 1.    |  | LEGAL PROCEEDINGS                                                                     |  | 27
|           |  |                                                                                      
|ITEM 1A.   |  | RISK FACTORS                                                                          |  | 27
|           |  |                                                                                      
|ITEM 6.    |  | EXHIBITS                                                                              |  | 27
|           | 
|SIGNATURES |  | 28                                                                                   



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##### Table of Contents

PART 1: FINANCIAL INFORMATION



|ITEM 1: | CONSOLIDATED FINANCIAL STATEMENTS
|------- | ---------------------------------

LIFECARE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

March 31, 2009 (unaudited) and December 31, 2008

(In thousands, except share data)



|                                                                                                |  |               |          |   |                  |   |          |  
|----------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                |  | March 31,2009 |          |   | December 31,2008 |  
|Assets                                                                                          |  |               |          |   |                  |   |          |  
|Current assets:                                                                                 |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                       |  | $             | 43,324   |   |                  | $ | 25,262   |  
|Accounts receivable, net of allowance for doubtful accounts of $10,924 and $10,144 respectively |  |               | 73,336   |   |                  |   | 66,803   |  
|Income taxes                                                                                    |  |               | 1,088    |   |                  |   | 1,279    |  
|Other current assets                                                                            |  |               | 7,938    |   |                  |   | 7,735    |  
|                                                                                                |  |               |          |   |                  |   |          |  
|Total current assets                                                                            |  |               | 125,686  |   |                  |   | 101,079  |  
|Property and equipment, net                                                                     |  |               | 85,361   |   |                  |   | 86,479   |  
|Other assets                                                                                    |  |               | 11,361   |   |                  |   | 12,597   |  
|Identifiable intangibles, net                                                                   |  |               | 17,020   |   |                  |   | 17,305   |  
|Goodwill                                                                                        |  |               | 245,370  |   |                  |   | 245,370  |  
|                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                |  | $             | 484,798  |   |                  | $ | 462,830  |  
|                                                                                                |  |               |          |   |                  |   |          |  
|Liabilities and Stockholders Deficit                                                           |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                            |  |               |          |   |                  |   |          |  
|Current installments of long-term debt                                                          |  | $             | 3,188    |   |                  | $ | 2,550    |  
|Current installments of obligations under capital leases                                        |  |               | 1,216    |   |                  |   | 1,252    |  
|Current installment of lease financing obligation                                               |  |               | 418      |   |                  |   | 292      |  
|Estimated third party payor settlements                                                         |  |               | 883      |   |                  |   | 6,231    |  
|Accounts payable                                                                                |  |               | 27,447   |   |                  |   | 26,693   |  
|Accrued payroll                                                                                 |  |               | 13,052   |   |                  |   | 9,892    |  
|Accrued vacation                                                                                |  |               | 4,551    |   |                  |   | 3,614    |  
|Accrued insurance                                                                               |  |               | 907      |   |                  |   | 900      |  
|Accrued interest                                                                                |  |               | 4,199    |   |                  |   | 8,127    |  
|Accrued other                                                                                   |  |               | 3,821    |   |                  |   | 3,642    |  
|                                                                                                |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                       |  |               | 59,682   |   |                  |   | 63,193   |  
|Long-term debt, excluding current installments                                                  |  |               | 408,906  |   |                  |   | 384,694  |  
|Obligations under capital leases, excluding current installments                                |  |               | 1,566    |   |                  |   | 1,836    |  
|Lease financing obligation, excluding current installments                                      |  |               | 20,374   |   |                  |   | 20,645   |  
|Accrued insurance                                                                               |  |               | 3,605    |   |                  |   | 3,592    |  
|Other noncurrent liabilities                                                                    |  |               | 9,308    |   |                  |   | 9,419    |  
|                                                                                                |  |               |          |   |                  |   |          |  
|Total liabilities                                                                               |  |               | 503,441  |   |                  |   | 483,379  |  
|                                                                                                |  |               |          |   |                  |   |          |  
|Commitments and contingencies                                                                   |  |               |          |   |                  |   |          |  
|Stockholders deficit:                                                                          |  |               |          |   |                  |   |          |  
|Common stock, $0.01 par value, 100 shares authorized, issued and outstanding                    |  |               |         |   |                  |   |         |  
|Additional paid-in capital                                                                      |  |               | 172,048  |   |                  |   | 171,965  |  
|Accumulated deficit                                                                             |  |               | (190,691 | ) |                  |   | (192,514 | )
|                                                                                                |  |               |          |   |                  |   |          |  
|Total stockholders deficit                                                                     |  |               | (18,643  | ) |                  |   | (20,549  | )
|                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                |  | $             | 484,798  |   |                  | $ | 462,830  |  
|                                                                                                |  |               |          |   |                  |   |          |  

See accompanying notes to condensed consolidated financial statements.



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LIFECARE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

For the three months ended March 31, 2009 and 2008

(In thousands)

(Unaudited)



|                                     |  |      |        |   |      |   |        |  
|------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | -
|                                     |  | 2009 |        |   | 2008 |  
|Net patient service revenue          |  | $    | 95,024 |   |      | $ | 88,761 |  
|                                     |  |      |        |   |      |   |        |  
|Salaries, wages, and benefits        |  |      | 43,182 |   |      |   | 41,088 |  
|Supplies                             |  |      | 8,754  |   |      |   | 9,051  |  
|Rent                                 |  |      | 6,503  |   |      |   | 6,170  |  
|Other operating expenses             |  |      | 21,764 |   |      |   | 20,735 |  
|Provision for doubtful accounts      |  |      | 1,358  |   |      |   | 1,847  |  
|Gain on early extinguishment of debt |  |      | (84    | ) |      |   |       |  
|Depreciation and amortization        |  |      | 2,635  |   |      |   | 2,753  |  
|Interest expense, net                |  |      | 8,327  |   |      |   | 9,834  |  
|                                     |  |      |        |   |      |   |        |  
|Total expenses                       |  |      | 92,439 |   |      |   | 91,478 |  
|                                     |  |      |        |   |      |   |        |  
|Operating income (loss)              |  |      | 2,585  |   |      |   | (2,717 | )
|Equity in loss of joint venture      |  |      | (537   | ) |      |   |       |  
|                                     |  |      |        |   |      |   |        |  
|Income (loss) before income taxes    |  |      | 2,048  |   |      |   | (2,717 | )
|Provision for income taxes           |  |      | 225    |   |      |   | 200    |  
|                                     |  |      |        |   |      |   |        |  
|Net income (loss)                    |  | $    | 1,823  |   |      | $ | (2,917 | )
|                                     |  |      |        |   |      |   |        |  

See accompanying notes to condensed consolidated financial statements.



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LIFECARE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders Deficit

For the three months ended March 31, 2009

(In thousands)

(Unaudited)



|                                 |  |             |   |                          |   |                    |  |   |                           |   |  |   |         |  
|-------------------------------- |  | ----------- | - | ------------------------ | - | ------------------ |  | - | ------------------------- | - |  | - | ------- | -
|                                 |  | CommonStock |   | AdditionalPaid-inCapital |   | AccumulatedDeficit |  |   | TotalStockholdersDeficit |  
|Balance, December 31, 2008       |  | $           |  |                          | $ | 171,965            |  | $ | (192,514                  | ) |  | $ | (20,549 | )
|Equity compensation amortization |  |             |  |                          |   | 83                 |  |   |                          |   |  |   | 83      |  
|Net income                       |  |             |  |                          |   |                   |  |   | 1,823                     |   |  |   | 1,823   |  
|                                 |  |             |   |                          |   |                    |  |   |                           |   |  |   |         |  
|Balance, March 31, 2009          |  | $           |  |                          | $ | 172,048            |  | $ | (190,691                  | ) |  | $ | (18,643 | )
|                                 |  |             |   |                          |   |                    |  |   |                           |   |  |   |         |  

See accompanying notes to condensed consolidated financial statements.



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LIFECARE HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2009 and 2008

(In thousands)

(Unaudited)



|                                                                                     |  |      |        |   |      |   |         |  
|------------------------------------------------------------------------------------ |  | ---- | ------ | - | ---- | - | ------- | -
|                                                                                     |  | 2009 |        |   | 2008 |  
|Cash flows from operating activities:                                                |  |      |        |   |      |   |         |  
|Net income (loss)                                                                    |  | $    | 1,823  |   |      | $ | (2,917  | )
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |      |        |   |      |   |         |  
|Depreciation and amortization                                                        |  |      | 3,177  |   |      |   | 3,276   |  
|Provision for doubtful accounts                                                      |  |      | 1,358  |   |      |   | 1,847   |  
|Equity compensation amortization                                                     |  |      | 83     |   |      |   | 99      |  
|Gain on early extinguishment of debt                                                 |  |      | (84    | ) |      |   |        |  
|Equity in loss of joint venture                                                      |  |      | 537    |   |      |   |        |  
|Changes in operating assets and liabilities:                                         |  |      |        |   |      |   |         |  
|Patient accounts receivable                                                          |  |      | (7,891 | ) |      |   | (11,516 | )
|Current income taxes                                                                 |  |      | 190    |   |      |   | 200     |  
|Other current assets                                                                 |  |      | (203   | ) |      |   | (788    | )
|Other assets                                                                         |  |      | 155    |   |      |   | 61      |  
|Estimated third party payor settlements                                              |  |      | (5,347 | ) |      |   | (2,119  | )
|Accounts payable and accrued expenses                                                |  |      | 1,109  |   |      |   | 3,838   |  
|Other liabilities                                                                    |  |      | (98    | ) |      |   | 352     |  
|                                                                                     |  |      |        |   |      |   |         |  
|Net cash used in operating activities                                                |  |      | (5,191 | ) |      |   | (7,667  | )
|                                                                                     |  |      |        |   |      |   |         |  
|Cash flows from investing activities:                                                |  |      |        |   |      |   |         |  
|Purchases of property and equipment                                                  |  |      | (1,231 | ) |      |   | (8,542  | )
|Sale-leaseback proceeds                                                              |  |      |       |   |      |   | 2,893   |  
|                                                                                     |  |      |        |   |      |   |         |  
|Net cash used in investing activities                                                |  |      | (1,231 | ) |      |   | (5,649  | )
|                                                                                     |  |      |        |   |      |   |         |  
|Cash flows from financing activities:                                                |  |      |        |   |      |   |         |  
|Borrowings under the line of credit                                                  |  |      | 25,000 |   |      |   |        |  
|Payments of notes payable and long-term debt                                         |  |      | (63    | ) |      |   | (638    | )
|Proceeds from capital lease financing                                                |  |      |       |   |      |   | 1,802   |  
|Payments on obligations under capital leases                                         |  |      | (307   | ) |      |   | (797    | )
|Proceeds from lease financing obligation                                             |  |      |       |   |      |   | 1,800   |  
|Payments on lease financing obligation                                               |  |      | (146   | ) |      |   |        |  
|                                                                                     |  |      |        |   |      |   |         |  
|Net cash provided by financing activities                                            |  |      | 24,484 |   |      |   | 2,167   |  
|                                                                                     |  |      |        |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                 |  |      | 18,062 |   |      |   | (11,149 | )
|Cash and cash equivalents, beginning of period                                       |  |      | 25,262 |   |      |   | 17,816  |  
|                                                                                     |  |      |        |   |      |   |         |  
|Cash and cash equivalents, end of period                                             |  | $    | 43,324 |   |      | $ | 6,667   |  
|                                                                                     |  |      |        |   |      |   |         |  
|Supplemental disclosure of cash flow information:                                    |  |      |        |   |      |   |         |  
|Cash:                                                                                |  |      |        |   |      |   |         |  
|Interest paid                                                                        |  | $    | 11,786 |   |      | $ | 13,380  |  
|Net income taxes paid                                                                |  |      | 34     |   |      |   |        |  
|Investing and financing activities:                                                  |  |      |        |   |      |   |         |  
|Equipment purchased through capital lease financing                                  |  |      |       |   |      |   | 824     |  

See accompanying notes to condensed consolidated financial statements.



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LifeCare Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data)



|(1) | Basis of Presentation
|--- | ---------------------

LifeCare Holdings, Inc. (the
Company) is a wholly owned subsidiary of LCI Holdco, LLC (Holdco). Holdco is a wholly owned subsidiary of LCI Holding Company, Inc. (Holdings), which is owned by an investor group that includes affiliates of The
Carlyle Group and members of our senior management and board of directors. The investor group acquired Holdings pursuant to a merger that occurred on August 11, 2005 (the Merger).

The accompanying unaudited condensed consolidated financial statements and financial information have been prepared in accordance with generally accepted
accounting principles, and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results of the interim periods. The accompanying financial statements for the three months ended March 31, 2009
and 2008 are not necessarily indicative of annualized financial results.

The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated audited financial statements and notes thereto for the year ended December 31, 2008 included in the Form 10-K we filed on March 31, 2009 with the Securities and Exchange
Commission. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although we
believe the disclosure is adequate to make the information presented not misleading.



|(2) | Summary of Significant Accounting Policies
|--- | ------------------------------------------

Use of Estimates

The preparation of the financial statements requires us to make a number of estimates and
assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual amounts could differ from those estimates.

Goodwill

We review our goodwill annually, or more frequently if circumstances warrant a more timely review, to determine if there has been an impairment. Per the
guidance of Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Topic No. D-101 Clarification of Reporting Unit Guidance in Paragraph 30 of FASB Statement No. 142, (EITF Topic No.
D-101), we review goodwill based upon one reporting unit, as the Company is managed as one operating segment in accordance with Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an
Enterprise and Related Information, (SFAS 131). In calculating the fair value of the reporting unit, we use various assumptions including projected cash flows and discount rates. If projected future cash flows decline from the
current amounts projected by management, additional impairments may be recorded.

Income Taxes

For the three months ended March 31, 2009, income tax expense recorded represents the estimated income tax liability for certain state income taxes.
We believe that it is more likely than not that no benefit or expense will be realized during 2009 for federal income taxes based on recent taxable loss trends.

FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48) prescribes a threshold of more-likely-than-not for recognition
of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. We record accrued interest and penalties associated with uncertain tax positions, if any, as income tax expense in the condensed consolidated statement of
operations.

The federal statute of limitations remains open for original tax returns filed for 2005 through 2007. State jurisdictions
generally have statutes of limitations ranging from three to five years. The state income tax impact of federal income tax changes remains subject to examination by various states for a period up to one year after formal notification to the states.



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Stock Compensation

We account for equity-based compensation in accordance with FASB Statement No. 123(R), Share-Based Payment, (SFAS 123(R)).
Pursuant to SFAS 123(R), we estimate the fair value of awards on the date of grant, or the date of award modification if applicable, using the Black-Scholes option pricing model. The weighted average fair value of options granted during the three
months ended March 31, 2009 was nominal and was calculated based on the following assumptions: expected volatility of 40%, expected dividend yield of 0%, expected life of 6.25 years, and a risk-free interest rate of 2.07%. Expected volatility
was derived using data drawn from other healthcare public companies for five to seven years prior to the date of grant and award modification. The expected life was computed utilizing the simplified method as permitted by the Securities and Exchange
Commissions Staff Accounting Bulletin No. 110, Share-Based Payment. The expected forfeiture rates are 50% and are based upon a review of our recent history and expectations. The risk-free interest rate is based on the approximate
yield on seven-year United States Treasury Bonds as of the date of grant and award modification. There were 20,000 options granted during the three months ended March 31, 2009 (see note 5).

Recent Accounting Pronouncements

In April 2009, the FASB issued FASB Staff Position FAS 141(R)-1Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, (FSP FAS 141 (R)-1) which will amend the
provisions related to the initial recognition and measurement, subsequent measurement and disclosure of assets and liabilities arising from contingencies in a business combination under FASB Statement No. 141(R), Business Combinations(SFAS 141(R)). FSP FAS 141 (R)-1 is effective for all business combinations which occur during fiscal years beginning after December 15, 2008. FSP FAS 141 (R)-1 will impact us to the extent we make future acquisitions.

Reclassifications

Certain reclassifications have been made to the consolidated financial statements for prior periods to conform to the presentation of the 2009 consolidated financial statements. Such reclassifications had no impact on net loss or
stockholders deficit.



|(3) | Net Patient Service Revenue
|--- | ---------------------------

We recognize in our
consolidated financial statements the impact of adjustments, if any, to Medicare reimbursement when the amounts can be reasonably determined. Net revenues for the three months ended March 31, 2009 and 2008, include decreases of $0.2 million and
$0.5 million, respectively, related to changes in estimates and settlements on prior year cost reports filed with the Medicare program.



|(4) | Long-Term Debt
|--- | --------------

Long-term debt consists of the
following (in thousands):



|                                               |  |               |         |   |                  |   |         |  
|---------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                               |  | March 31,2009 |         |   | December 31,2008 |  
|Senior secured credit facilityterm loan       |  | $             | 246,713 |   |                  | $ | 246,713 |  
|91/4% senior
subordinated notes                |  |               | 130,381 |   |                  |   | 130,531 |  
|Revolving credit facility                      |  |               | 35,000  |   |                  |   | 10,000  |  
|                                               |  |               |         |   |                  |   |         |  
|Total long-term debt                           |  |               | 412,094 |   |                  |   | 387,244 |  
|Current installments of long-term debt         |  |               | (3,188  | ) |                  |   | (2,550  | )
|                                               |  |               |         |   |                  |   |         |  
|Long-term debt, excluding current installments |  | $             | 408,906 |   |                  | $ | 384,694 |  
|                                               |  |               |         |   |                  |   |         |  

The senior secured credit facility consists of (i) a $60 million revolving credit facility,
subject to availability, including sub-facilities for letters of credit and swingline loans and (ii) a $246.7 million term loan facility. Availability of borrowings under our revolving credit facility are generally dependent upon our
ability to meet the maximum leverage ratio test included in the senior secured credit facility.

During the three months ended
March 31, 2009, we repurchased $0.2 million of our outstanding senior subordinated notes for $0.1 million. This resulted in us recording a $0.1 million gain, net of the write-off of a nominal amount of capitalized financing costs, on the early
extinguishment of this indebtedness.



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The senior secured credit facility requires us to comply on a quarterly basis with certain financial
covenants, including an interest coverage ratio test and a maximum leverage ratio test. These financial covenants become more restrictive on a periodic basis throughout the remaining term of the senior secured credit facility, including the
quarterly periods ending during 2009. In addition, the senior secured credit facility includes various negative covenants, including limitations on indebtedness, liens, investments, permitted businesses and transactions and other matters, as well as
certain customary representations and warranties, affirmative covenants and events of default including payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain events of
bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting the senior secured credit facility to be in full force and effect, change of control, and certain subjective
provisions. We believe we are currently in compliance with the covenants of our senior secured credit facility as amended.

We may not be
able to continue to satisfy the covenant requirements in subsequent periods. If we are unable to maintain compliance with the covenants contained in our senior secured credit facility, an event of default would occur. During the continuation of an
event of default, the lenders under the senior secured credit facility are entitled to take various actions, including accelerating amounts due under the senior secured credit facility, terminating our access to our revolving credit facility and all
other actions generally available to a secured creditor. An uncured event of default would have a material adverse effect on our financial position, results of operations and cash flow. In the event a financial covenant is not met, our senior
secured credit facility provides for certain limited cure rights which provide us the ability to issue permitted cure securities in exchange for cash or otherwise receive cash that would be contributed to our capital in an amount that is necessary
to satisfy the financial covenant required on a pro forma basis. The cure right amount, if exercised, continues to be considered a component of consolidated EBITDA, as defined in the senior secured credit agreement, on a trailing 4 quarter basis.



|(5) | Stock Options
|--- | -------------

At March 31, 2009, there were
2,860,000 shares of common stock of Holdings available under the 2005 Equity Incentive Plan (Plan) for stock option grants and other incentive awards, including restricted stock units. Options granted generally have an exercise
price equal to the fair market value of the shares on the date of grant and expire 10 years from the date of grant. A restricted stock unit is a contractual right to receive one share of Holdings common stock in the future. Options typically vest
one-quarter on each of the first four anniversary dates of the grant and restricted stock units typically vest over three year periods. Income from the three months ended March 31, 2009 and 2008 includes $0.1 million of pre-tax compensation
costs related to our stock-based compensation arrangements.

The following table summarizes stock option activity during the three months
ended March 31, 2009:



|                             |  |                 |   |  |                              |     
|---------------------------- |  | --------------- | - |  | ---------------------------- | ----
|                             |  | Number ofShares |   |  | Weightedaverageexerciseprice
|Balance at December 31, 2008 |  | 2,370,000       |   |  | $                            | 2.50
|Granted                      |  | 20,000          |   |  |                              | 2.50
|Exercised                    |  |                |   |  |                              |    
|Forfeited                    |  | (10,000         | ) |  |                              | 2.50
|Expired                      |  | (8,750          | ) |  |                              | 2.50
|                             |  |                 |   |  |                              |     
|Balance at March 31, 2009    |  | 2,371,250       |   |  | $                            | 2.50
|                             |  |                 |   |  |                              |     

At March 31, 2009, the weighted average remaining contractual life of outstanding options was
8.6 years. There were 721,000 stock options exercisable at March 31, 2009. At March 31, 2009, the weighted average exercise price of the vested stock options was $2.50, the remaining weighted average contractual life was 8.3 years and they
had no intrinsic value.

As of March 31, 2009, there was approximately $0.4 million of total unrecognized compensation costs related to
stock options. These costs are expected to be recognized over a period of approximately one year.

Restricted Stock Awards

In March 2009, our chief executive officer and president were granted 400,000 and 300,000 shares, respectively, according to a restricted
stock award agreement for meeting certain financial goals for the year ended December 31, 2008. The grant-date per share fair value of these awards was nominal. The shares vest in three equal annual installments beginning on March 24,
2010.

As of March 31, 2009, there was no unrecognized compensation costs related to restricted stock awards.



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|(6) | Regulatory Matters
|--- | ------------------

All healthcare providers are
required to comply with a significant number of laws and regulations at the federal and state government levels. These laws are extremely complex, and in many instances, providers do not have the benefit of significant regulatory or judicial
interpretation as to how to interpret and/or apply these laws and regulations. The U.S. Department of Justice and other federal agencies are increasing resources dedicated to regulatory investigations and compliance audits of healthcare providers.
As a healthcare provider, we are subject to these regulatory efforts. Healthcare providers that do not comply with these laws and regulations may be subject to civil or criminal penalties, the loss of their licenses, or restriction in their ability
to participate in various federal and state healthcare programs. We endeavor to conduct our business in compliance with applicable laws and regulations, including healthcare fraud and abuse laws.

We undertake various procedures to assure that our annual cost reports are correctly prepared and filed in accordance with applicable Medicare regulations
governing provider reimbursement. During 2004 and 2003, we conducted an internal review of our previously filed cost reports. As a result of this review, which covered the years 1997 through 2001, we made certain adjustments in 2003 to our
previously reported allowable home office expenses. The findings of this review and proposed amendments to the home office cost reports were submitted to the Office of Inspector General of the Department of Health and Human Services
(OIG), which reviewed our findings. On June 12, 2006, we entered into a Settlement Agreement and a Certification of Compliance Agreement (CCA) with the OIG that settled these matters. The amount paid in connection with
this settlement was approximately $2.6 million, which was funded out of a specific escrow account established as part of the Merger that occurred on August 11, 2005. The CCA is effective for three years. It requires, among other things,
that we (1) continue to maintain our corporate compliance program, (2) submit an annual report to OIG regarding certain specified items, including our ongoing corporate compliance audit findings in areas such as cost reporting, physician
contracting and charge master reviews, and (3) report the occurrence of certain other events.



|(7) | Commitments and Contingencies
|--- | -----------------------------

At the time of
Hurricane Katrina, we operated an 82-bed facility in New Orleans located in Memorial Medical Center. In the aftermath of the hurricane, an investigation was conducted by the Louisiana Attorney Generals office. The investigation culminated in a
Grand Jury being convened in February of 2007 to determine if criminal charges should be filed against three individuals, who were not our employees, but who were caring for patients in Memorial Medical Center after the hurricane. Two of the
individuals were subsequently granted immunity and the Grand Jury declined to indict the third. Neither the Company nor its employees have been named in any lawsuits or matters related to illegal or criminal activities associated with Hurricane
Katrina.

We are currently defending ourselves against a variety of Hurricane Katrina related lawsuits or matters under review by the
Louisiana Patient Compensation Fund. We are vigorously defending ourselves in these lawsuits, however, we cannot predict the ultimate resolution of these matters. We maintained $15.0 million of general and professional liability insurance during
this period, subject to a $1.0 million per claim retention. We believe that under our insurance policies, only one retention is applicable to the Hurricane Katrina matters since these matters all arose from a single event, process or condition. Our
insurance carriers are currently paying all costs related to these claims, but have sent reservation of rights letters which challenge, among other things, the application of one retention to the Hurricane Katrina related matters. To the extent it
is ultimately determined that a separate retention applies to each of these claims, we could experience significant losses related to these Hurricane Katrina matters which would negatively impact our financial position, liquidity and results of
operations.

Significant reductions in the patient service revenues earned by a hospital may occur if we are unable to maintain the
certification of the hospital as a long-term acute care (LTAC) hospital in accordance with Medicare regulations. Additionally, many of our hospitals operate in space leased from general acute care hospitals (host hospitals);
consequently, these hospitals within a hospital (HIH) are subject to additional specific Medicare HIH regulations in addition to the general LTAC hospital regulations. The HIH regulations are designed to ensure that the
hospitals are organizationally and functionally independent of their host hospitals. If an LTAC hospital located in a host hospital fails to meet the HIH regulations, it may also lose its status as an LTAC hospital. The determinations are made on an
annual basis.

A provider that loses its ability to receive Medicare payments pursuant to the Long-Term Acute Care Prospective Payment
System (PPS) must go through the same certification process as new LTAC hospital providers must go through to obtain their initial certification to be reimbursed pursuant to PPS. During this re-certification period, which could range
from six to nine months, the provider would be paid for providing services to Medicare beneficiaries at rates that are lower than rates currently paid pursuant to PPS.



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During December 2006, we entered into an agreement to form a new joint venture with an unrelated party in
the New Orleans market to own and operate a LTAC hospital in the market. During 2007, we contributed to the joint venture our hospital licenses, Medicare provider numbers and certain remaining equipment from our former New Orleans operations in
exchange for a 49.99% ownership in the joint venture. In connection with this joint venture, we guaranteed, via the issuance of a letter of credit, $0.8 million of a $1.5 million line of credit established by the new joint venture. The joint
ventures line of credit is secured by certain assets, including accounts receivable and moveable equipment of the joint venture, along with our letter of credit. Pursuant to FASB Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, we have established a carrying value of $0.8 million associated with this guarantee, which is recorded in other noncurrent liabilities. This value
was determined based upon our estimates and probabilities of the likelihood that the operations of this joint venture would result in us becoming liable under the established letter of credit. On April 2, 2009, the letter of credit was drawn in
full by the lender pursuant to their right to exercise the guarantee. Subsequently, on May 1, 2009, we sold our 49.99% ownership in the joint venture for $0.2 million, in the form of a promissory note from the purchaser, for which we will
provide a full reserve.

We have certain other pending and threatened litigation and claims incurred in the ordinary course of business. We
believe (based, in part, on the advice of legal counsel) that the probable resolution of such contingencies will not exceed our insurance coverage and will not materially affect the consolidated financial position, results of operations or our
liquidity.



|(8) | Financial Information for Subsidiary Guarantors and Non-guarantor Subsidiaries under the Senior Subordinated Notes
|--- | ------------------------------------------------------------------------------------------------------------------

The senior subordinated notes are fully and unconditionally guaranteed by substantially all of our wholly-owned subsidiaries (the Subsidiary
Guarantors), however, certain of our subsidiaries did not guarantee the senior subordinated notes (the Non-Guarantor Subsidiaries).

Presented below is condensed consolidating financial information for LifeCare Holdings, Inc., the Subsidiary Guarantors, and the Non-Guarantor Subsidiaries for the three months ended at March 31, 2009 and 2008. The equity method has
been used with respect to investments in subsidiaries. Separate financial statements of the Subsidiary Guarantors are not presented.



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|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|---------------------------------------------------------------- |  | -------------------------------------------------------------------------- | -------- | - | --------------------- | - | -------- | ------------------------ |  | - | ------------ | - |  | ------------------ | -------- | - |  | - | -------- | -
|                                                                 |  | LifeCare Holdings, Inc.Condensed Consolidating Balance SheetMarch 31, 2009 |         
|                                                                 |  | Parent                                                                     |          |   | GuarantorSubsidiaries |   |          | NonguarantorSubsidiaries |  |   | Eliminations |   |  | ConsolidatedTotals |         
|Assets                                                           |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current assets:                                                  |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Cash and cash equivalents                                        |  | $                                                                          |         |   |                       | $ | 43,323   |                          |  | $ | 1            |   |  | $                  |         |   |  | $ | 43,324   |  
|Accounts receivable, net of allowance for doubtful accounts      |  |                                                                            |         |   |                       |   | 72,071   |                          |  |   | 1,265        |   |  |                    |         |   |  |   | 73,336   |  
|Due to/from related parties                                      |  |                                                                            | 134,061  |   |                       |   | (121,715 | )                        |  |   | (12,346      | ) |  |                    |         |   |  |   |         |  
|Income taxes                                                     |  |                                                                            | 388      |   |                       |   | 700      |                          |  |   |             |   |  |                    |         |   |  |   | 1,088    |  
|Other current assets                                             |  |                                                                            |         |   |                       |   | 7,841    |                          |  |   | 97           |   |  |                    |         |   |  |   | 7,938    |  
|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total current assets                                             |  |                                                                            | 134,449  |   |                       |   | 2,220    |                          |  |   | (10,983      | ) |  |                    |         |   |  |   | 125,686  |  
|Investment in subsidiary                                         |  |                                                                            | 260,899  |   |                       |   |         |                          |  |   |             |   |  |                    | (260,899 | ) |  |   |         |  
|Property and equipment, net                                      |  |                                                                            |         |   |                       |   | 61,406   |                          |  |   | 23,955       |   |  |                    |         |   |  |   | 85,361   |  
|Other assets                                                     |  |                                                                            | 8,347    |   |                       |   | 3,014    |                          |  |   |             |   |  |                    |         |   |  |   | 11,361   |  
|Identifiable intangibles, net                                    |  |                                                                            |         |   |                       |   | 17,020   |                          |  |   |             |   |  |                    |         |   |  |   | 17,020   |  
|Goodwill                                                         |  |                                                                            |         |   |                       |   | 245,370  |                          |  |   |             |   |  |                    |         |   |  |   | 245,370  |  
|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total Assets                                                     |  | $                                                                          | 403,695  |   |                       | $ | 329,030  |                          |  | $ | 12,972       |   |  | $                  | (260,899 | ) |  | $ | 484,798  |  
|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Liabilities and Stockholders Equity (Deficit)                   |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current liabilities:                                             |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current installments of long-term debt                           |  | $                                                                          | 3,188    |   |                       | $ |         |                          |  | $ |             |   |  | $                  |         |   |  | $ | 3,188    |  
|Current installments of obligations under capital leases         |  |                                                                            |         |   |                       |   | 968      |                          |  |   | 248          |   |  |                    |         |   |  |   | 1,216    |  
|Current installment of lease financing obligation                |  |                                                                            |         |   |                       |   |         |                          |  |   | 418          |   |  |                    |         |   |  |   | 418      |  
|Estimated third party payor settlements                          |  |                                                                            |         |   |                       |   | 1,763    |                          |  |   | (880         | ) |  |                    |         |   |  |   | 883      |  
|Accounts payable                                                 |  |                                                                            | 546      |   |                       |   | 26,647   |                          |  |   | 254          |   |  |                    |         |   |  |   | 27,447   |  
|Accrued payroll                                                  |  |                                                                            |         |   |                       |   | 12,774   |                          |  |   | 278          |   |  |                    |         |   |  |   | 13,052   |  
|Accrued vacation                                                 |  |                                                                            |         |   |                       |   | 4,426    |                          |  |   | 125          |   |  |                    |         |   |  |   | 4,551    |  
|Accrued insurance                                                |  |                                                                            |         |   |                       |   | 907      |                          |  |   |             |   |  |                    |         |   |  |   | 907      |  
|Accrued interest                                                 |  |                                                                            | 4,199    |   |                       |   |         |                          |  |   |             |   |  |                    |         |   |  |   | 4,199    |  
|Accrued other                                                    |  |                                                                            |         |   |                       |   | 3,884    |                          |  |   | (63          | ) |  |                    |         |   |  |   | 3,821    |  
|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total current liabilities                                        |  |                                                                            | 7,933    |   |                       |   | 51,369   |                          |  |   | 380          |   |  |                    |         |   |  |   | 59,682   |  
|Long-term debt, excluding current installments                   |  |                                                                            | 408,906  |   |                       |   |         |                          |  |   |             |   |  |                    |         |   |  |   | 408,906  |  
|Obligations under capital leases, excluding current installments |  |                                                                            |         |   |                       |   | 1,247    |                          |  |   | 319          |   |  |                    |         |   |  |   | 1,566    |  
|Lease financing obligation, excluding current installments       |  |                                                                            |         |   |                       |   |         |                          |  |   | 20,374       |   |  |                    |         |   |  |   | 20,374   |  
|Accrued insurance                                                |  |                                                                            |         |   |                       |   | 3,605    |                          |  |   |             |   |  |                    |         |   |  |   | 3,605    |  
|Other noncurrent liabilities                                     |  |                                                                            | 5,500    |   |                       |   | 3,808    |                          |  |   |             |   |  |                    |         |   |  |   | 9,308    |  
|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total liabilities                                                |  |                                                                            | 422,339  |   |                       |   | 60,029   |                          |  |   | 21,073       |   |  |                    |         |   |  |   | 503,441  |  
|Commitments and contingencies                                    |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Stockholders equity (deficit):                                  |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Common stock                                                     |  |                                                                            |         |   |                       |   |         |                          |  |   |             |   |  |                    |         |   |  |   |         |  
|Additional paid-in capital                                       |  |                                                                            | 172,048  |   |                       |   | 63       |                          |  |   |             |   |  |                    | (63      | ) |  |   | 172,048  |  
|Retained earnings (accumulated deficit)                          |  |                                                                            | (190,692 | ) |                       |   | 268,938  |                          |  |   | (8,101       | ) |  |                    | (260,836 | ) |  |   | (190,691 | )
|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total stockholders equity (deficit)                             |  |                                                                            | (18,644  | ) |                       |   | 269,001  |                          |  |   | (8,101       | ) |  |                    | (260,899 | ) |  |   | (18,643  | )
|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  | $                                                                          | 403,695  |   |                       | $ | 329,030  |                          |  | $ | 12,972       |   |  | $                  | (260,899 | ) |  | $ | 484,798  |  
|                                                                 |  |                                                                            |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  



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|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |         |   |  |   |        |  
|--------------------------------------- |  | --------------------------------------------------------------------------------------------------------------- | ------- | - | --------------------- | - | ------ | ------------------------ |  | - | ------------ | - |  | ------------------ | ------- | - |  | - | ------ | -
|                                        |  | LifeCare Holdings, Inc.Condensed Consolidating Statement of
OperationsFor the Three Months Ended March 31, 2009 |        
|                                        |  | Parent                                                                                                          |         |   | GuarantorSubsidiaries |   |        | NonguarantorSubsidiaries |  |   | Eliminations |   |  | ConsolidatedTotals |        
|Net patient service revenue             |  | $                                                                                                               |        |   |                       | $ | 93,795 |                          |  | $ | 1,229        |   |  | $                  |        |   |  | $ | 95,024 |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |         |   |  |   |        |  
|Salaries, wages and benefits            |  |                                                                                                                 | 85      |   |                       |   | 41,620 |                          |  |   | 1,477        |   |  |                    |        |   |  |   | 43,182 |  
|Supplies                                |  |                                                                                                                 |        |   |                       |   | 8,581  |                          |  |   | 173          |   |  |                    |        |   |  |   | 8,754  |  
|Rent                                    |  |                                                                                                                 |        |   |                       |   | 6,335  |                          |  |   | 168          |   |  |                    |        |   |  |   | 6,503  |  
|Other operating expenses                |  |                                                                                                                 | 243     |   |                       |   | 21,098 |                          |  |   | 423          |   |  |                    |        |   |  |   | 21,764 |  
|Provision for doubtful accounts         |  |                                                                                                                 |        |   |                       |   | 1,338  |                          |  |   | 20           |   |  |                    |        |   |  |   | 1,358  |  
|Gain on early extinguishment of debt    |  |                                                                                                                 | (84     | ) |                       |   |       |                          |  |   |             |   |  |                    |        |   |  |   | (84    | )
|Depreciation and amortization           |  |                                                                                                                 |        |   |                       |   | 2,289  |                          |  |   | 346          |   |  |                    |        |   |  |   | 2,635  |  
|Intercompany (income) expenses          |  |                                                                                                                 | 807     |   |                       |   | (890   | )                        |  |   | 83           |   |  |                    |        |   |  |   |       |  
|Interest expense, net                   |  |                                                                                                                 | 7,806   |   |                       |   | 144    |                          |  |   | 377          |   |  |                    |        |   |  |   | 8,327  |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |         |   |  |   |        |  
|Total expenses                          |  |                                                                                                                 | 8,857   |   |                       |   | 80,515 |                          |  |   | 3,067        |   |  |                    |        |   |  |   | 92,439 |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |         |   |  |   |        |  
|Operating income (loss)                 |  |                                                                                                                 | (8,857  | ) |                       |   | 13,280 |                          |  |   | (1,838       | ) |  |                    |        |   |  |   | 2,585  |  
|Earnings in investments in subsidiaries |  |                                                                                                                 | (10,680 | ) |                       |   |       |                          |  |   |             |   |  |                    | 10,680  |   |  |   |       |  
|Equity in loss of joint venture         |  |                                                                                                                 |        |   |                       |   | (537   | )                        |  |   |             |   |  |                    |        |   |  |   | (537   | )
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |         |   |  |   |        |  
|Income (loss) before income taxes       |  |                                                                                                                 | 1,823   |   |                       |   | 12,743 |                          |  |   | (1,838       | ) |  |                    | (10,680 | ) |  |   | 2,048  |  
|Provision for income taxes              |  |                                                                                                                 |        |   |                       |   | 225    |                          |  |   |             |   |  |                    |        |   |  |   | 225    |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |         |   |  |   |        |  
|Net income (loss)                       |  | $                                                                                                               | 1,823   |   |                       | $ | 12,518 |                          |  | $ | (1,838       | ) |  | $                  | (10,680 | ) |  | $ | 1,823  |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |         |   |  |   |        |  



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|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|-------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------- | ------- | - | --------------------- | - | ------ | ------------------------ |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ------ | -
|                                                                                                   |  | LifeCare Holdings, Inc.Condensed Consolidating Statement of Cash
FlowsFor the Three Months Ended March 31, 2009 |        
|                                                                                                   |  | Parent                                                                                                          |         |   | GuarantorSubsidiaries |   |        | NonguarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Cash flows from operating activities:                                                              |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net income (loss)                                                                                  |  | $                                                                                                               | 1,823   |   |                       | $ | 12,518 |                          |  | $ | (1,838       | ) |  | $            | (10,680 | ) |  | $ | 1,823  |  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Depreciation and amortization                                                                      |  |                                                                                                                 | 545     |   |                       |   | 2,285  |                          |  |   | 347          |   |  |              |        |   |  |   | 3,177  |  
|Provision for doubtful accounts                                                                    |  |                                                                                                                 |        |   |                       |   | 1,338  |                          |  |   | 20           |   |  |              |        |   |  |   | 1,358  |  
|Equity compensation amortization                                                                   |  |                                                                                                                 | 83      |   |                       |   |       |                          |  |   |             |   |  |              |        |   |  |   | 83     |  
|Gain on early extinguishment of debt                                                               |  |                                                                                                                 | (84     | ) |                       |   |       |                          |  |   |             |   |  |              |        |   |  |   | (84    | )
|Equity in loss of joint venture                                                                    |  |                                                                                                                 |        |   |                       |   | 537    |                          |  |   |             |   |  |              |        |   |  |   | 537    |  
|Changes in operating assets and liabilities:                                                       |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Patient accounts receivable                                                                        |  |                                                                                                                 |        |   |                       |   | (7,425 | )                        |  |   | (466         | ) |  |              |        |   |  |   | (7,891 | )
|Current income taxes                                                                               |  |                                                                                                                 |        |   |                       |   | 190    |                          |  |   |             |   |  |              |        |   |  |   | 190    |  
|Other current assets                                                                               |  |                                                                                                                 |        |   |                       |   | (433   | )                        |  |   | 230          |   |  |              |        |   |  |   | (203   | )
|Change in investments in subsidiary                                                                |  |                                                                                                                 | (10,680 | ) |                       |   |       |                          |  |   |             |   |  |              | 10,680  |   |  |   |       |  
|Other assets                                                                                       |  |                                                                                                                 |        |   |                       |   | 155    |                          |  |   |             |   |  |              |        |   |  |   | 155    |  
|Due to/from related parties                                                                        |  |                                                                                                                 | (12,927 | ) |                       |   | 11,020 |                          |  |   | 1,907        |   |  |              |        |   |  |   |       |  
|Estimated third party payor settlements                                                            |  |                                                                                                                 |        |   |                       |   | (5,311 | )                        |  |   | (36          | ) |  |              |        |   |  |   | (5,347 | )
|Accounts payable and accrued expenses                                                              |  |                                                                                                                 | (3,697  | ) |                       |   | 4,762  |                          |  |   | 44           |   |  |              |        |   |  |   | 1,109  |  
|Other liabilities                                                                                  |  |                                                                                                                 |        |   |                       |   | (98    | )                        |  |   |             |   |  |              |        |   |  |   | (98    | )
|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net cash provided by (used in) operating activities                                                |  |                                                                                                                 | (24,937 | ) |                       |   | 19,538 |                          |  |   | 208          |   |  |              |        |   |  |   | (5,191 | )
|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Cash flows from investing activities:                                                              |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Purchases of property and equipment                                                                |  |                                                                                                                 |        |   |                       |   | (1,231 | )                        |  |   |             |   |  |              |        |   |  |   | (1,231 | )
|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net cash used in investing activities                                                              |  |                                                                                                                 |        |   |                       |   | (1,231 | )                        |  |   |             |   |  |              |        |   |  |   | (1,231 | )
|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Cash flows from financing activities:                                                              |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Borrowings under the line of credit                                                                |  |                                                                                                                 | 25,000  |   |                       |   |       |                          |  |   |             |   |  |              |        |   |  |   | 25,000 |  
|Payments of notes payable and long-term debt                                                       |  |                                                                                                                 | (63     | ) |                       |   |       |                          |  |   |             |   |  |              |        |   |  |   | (63    | )
|Payments on obligations under capital leases                                                       |  |                                                                                                                 |        |   |                       |   | (245   | )                        |  |   | (62          | ) |  |              |        |   |  |   | (307   | )
|Payment on lease financing obligation                                                              |  |                                                                                                                 |        |   |                       |   |       |                          |  |   | (146         | ) |  |              |        |   |  |   | (146   | )
|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net cash provided by (used in) financing activities                                                |  |                                                                                                                 | 24,937  |   |                       |   | (245   | )                        |  |   | (208         | ) |  |              |        |   |  |   | 24,484 |  
|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Net increase in cash and cash equivalents                                                          |  |                                                                                                                 |        |   |                       |   | 18,062 |                          |  |   |             |   |  |              |        |   |  |   | 18,062 |  
|Cash and cash equivalents, beginning of period                                                     |  |                                                                                                                 |        |   |                       |   | 25,261 |                          |  |   | 1            |   |  |              |        |   |  |   | 25,262 |  
|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  
|Cash and cash equivalents, end of period                                                           |  | $                                                                                                               |        |   |                       | $ | 43,323 |                          |  | $ | 1            |   |  | $            |        |   |  | $ | 43,324 |  
|                                                                                                   |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |              |         |   |  |   |        |  



14



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##### Table of Contents

|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|---------------------------------------------------------------- |  | ----------------------------------------------------------------------------- | -------- | - | --------------------- | - | -------- | ------------------------ |  | - | ------------ | - |  | ------------------ | -------- | - |  | - | -------- | -
|                                                                 |  | LifeCare Holdings, Inc.Condensed Consolidating Balance SheetDecember 31, 2008 |         
|                                                                 |  | Parent                                                                        |          |   | GuarantorSubsidiaries |   |          | NonguarantorSubsidiaries |  |   | Eliminations |   |  | ConsolidatedTotals |         
|Assets                                                           |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current assets:                                                  |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Cash and cash equivalents                                        |  | $                                                                             |         |   |                       | $ | 25,261   |                          |  | $ | 1            |   |  | $                  |         |   |  | $ | 25,262   |  
|Accounts receivable, net of allowance for doubtful accounts      |  |                                                                               |         |   |                       |   | 65,984   |                          |  |   | 819          |   |  |                    |         |   |  |   | 66,803   |  
|Due to/from related parties                                      |  |                                                                               | 118,651  |   |                       |   | (108,211 | )                        |  |   | (10,440      | ) |  |                    |         |   |  |   |         |  
|Income taxes                                                     |  |                                                                               | 1,785    |   |                       |   | (506     | )                        |  |   |             |   |  |                    |         |   |  |   | 1,279    |  
|Other current assets                                             |  |                                                                               |         |   |                       |   | 7,407    |                          |  |   | 328          |   |  |                    |         |   |  |   | 7,735    |  
|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total current assets                                             |  |                                                                               | 120,436  |   |                       |   | (10,065  | )                        |  |   | (9,292       | ) |  |                    |         |   |  |   | 101,079  |  
|Investment in subsidiaries                                       |  |                                                                               | 250,219  |   |                       |   |         |                          |  |   |             |   |  |                    | (250,219 | ) |  |   |         |  
|Property and equipment, net                                      |  |                                                                               |         |   |                       |   | 62,173   |                          |  |   | 24,306       |   |  |                    |         |   |  |   | 86,479   |  
|Other assets                                                     |  |                                                                               | 8,893    |   |                       |   | 3,704    |                          |  |   |             |   |  |                    |         |   |  |   | 12,597   |  
|Identifiable intangibles, net                                    |  |                                                                               |         |   |                       |   | 17,305   |                          |  |   |             |   |  |                    |         |   |  |   | 17,305   |  
|Goodwill                                                         |  |                                                                               |         |   |                       |   | 245,370  |                          |  |   |             |   |  |                    |         |   |  |   | 245,370  |  
|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  | $                                                                             | 379,548  |   |                       | $ | 318,487  |                          |  | $ | 15,014       |   |  | $                  | (250,219 | ) |  | $ | 462,830  |  
|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Liabilities and Stockholders Equity (Deficit)                   |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current liabilities:                                             |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Current installments of long-term debt                           |  | $                                                                             | 2,550    |   |                       | $ |         |                          |  | $ |             |   |  | $                  |         |   |  | $ | 2,550    |  
|Current installments of obligations under capital leases         |  |                                                                               |         |   |                       |   | 992      |                          |  |   | 260          |   |  |                    |         |   |  |   | 1,252    |  
|Current installment of lease financing obligations               |  |                                                                               |         |   |                       |   |         |                          |  |   | 292          |   |  |                    |         |   |  |   | 292      |  
|Estimated third party payor settlements                          |  |                                                                               |         |   |                       |   | 7,075    |                          |  |   | (844         | ) |  |                    |         |   |  |   | 6,231    |  
|Accounts payable and accrued expenses                            |  |                                                                               | (774     | ) |                       |   | 27,309   |                          |  |   | 158          |   |  |                    |         |   |  |   | 26,693   |  
|Accrued payroll                                                  |  |                                                                               |         |   |                       |   | 9,758    |                          |  |   | 134          |   |  |                    |         |   |  |   | 9,892    |  
|Accrued vacation                                                 |  |                                                                               |         |   |                       |   | 3,526    |                          |  |   | 88           |   |  |                    |         |   |  |   | 3,614    |  
|Accrued insurance                                                |  |                                                                               |         |   |                       |   | 900      |                          |  |   |             |   |  |                    |         |   |  |   | 900      |  
|Accrued interest                                                 |  |                                                                               | 8,127    |   |                       |   |         |                          |  |   |             |   |  |                    |         |   |  |   | 8,127    |  
|Accrued other                                                    |  |                                                                               |         |   |                       |   | 3,468    |                          |  |   | 174          |   |  |                    |         |   |  |   | 3,642    |  
|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total current liabilities                                        |  |                                                                               | 9,903    |   |                       |   | 53,028   |                          |  |   | 262          |   |  |                    |         |   |  |   | 63,193   |  
|Long-term debt, excluding current installments                   |  |                                                                               | 384,694  |   |                       |   |         |                          |  |   |             |   |  |                    |         |   |  |   | 384,694  |  
|Obligations under capital leases, excluding current installments |  |                                                                               |         |   |                       |   | 1,466    |                          |  |   | 370          |   |  |                    |         |   |  |   | 1,836    |  
|Lease financing obligation, excluding current installments       |  |                                                                               |         |   |                       |   |         |                          |  |   | 20,645       |   |  |                    |         |   |  |   | 20,645   |  
|Accrued insurance                                                |  |                                                                               |         |   |                       |   | 3,592    |                          |  |   |             |   |  |                    |         |   |  |   | 3,592    |  
|Other noncurrent liabilities                                     |  |                                                                               | 5,500    |   |                       |   | 3,919    |                          |  |   |             |   |  |                    |         |   |  |   | 9,419    |  
|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total liabilities                                                |  |                                                                               | 400,097  |   |                       |   | 62,005   |                          |  |   | 21,277       |   |  |                    |         |   |  |   | 483,379  |  
|Stockholders equity:                                            |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Common stock                                                     |  |                                                                               |         |   |                       |   |         |                          |  |   |             |   |  |                    |         |   |  |   |         |  
|Additional paid-in capital                                       |  |                                                                               | 171,965  |   |                       |   | 63       |                          |  |   |             |   |  |                    | (63      | ) |  |   | 171,965  |  
|Retained earnings (accumulated deficit)                          |  |                                                                               | (192,514 | ) |                       |   | 256,419  |                          |  |   | (6,263       | ) |  |                    | (250,156 | ) |  |   | (192,514 | )
|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|Total stockholders equity (deficit)                             |  |                                                                               | (20,549  | ) |                       |   | 256,482  |                          |  |   | (6,263       | ) |  |                    | (250,219 | ) |  |   | (20,549  | )
|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  
|                                                                 |  | $                                                                             | 379,548  |   |                       | $ | 318,487  |                          |  | $ | 15,014       |   |  | $                  | (250,219 | ) |  | $ | 462,830  |  
|                                                                 |  |                                                                               |          |   |                       |   |          |                          |  |   |              |   |  |                    |          |   |  |   |          |  



15



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##### Table of Contents

|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |        |   |  |   |        |  
|--------------------------------------- |  | --------------------------------------------------------------------------------------------------------------- | ------- | - | --------------------- | - | ------ | ------------------------ |  | - | ------------ | - |  | ------------------ | ------ | - |  | - | ------ | -
|                                        |  | LifeCare Holdings, Inc.Condensed Consolidating Statement of
OperationsFor the Three Months Ended March 31, 2008 |        
|                                        |  | Parent                                                                                                          |         |   | GuarantorSubsidiaries |   |        | NonguarantorSubsidiaries |  |   | Eliminations |   |  | ConsolidatedTotals |       
|Net patient service revenue             |  | $                                                                                                               |        |   |                       | $ | 88,761 |                          |  | $ |             |   |  | $                  |       |   |  | $ | 88,761 |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |        |   |  |   |        |  
|Salaries, wages and benefits            |  |                                                                                                                 | 102     |   |                       |   | 40,563 |                          |  |   | 423          |   |  |                    |       |   |  |   | 41,088 |  
|Supplies                                |  |                                                                                                                 |        |   |                       |   | 9,051  |                          |  |   |             |   |  |                    |       |   |  |   | 9,051  |  
|Rent                                    |  |                                                                                                                 |        |   |                       |   | 6,133  |                          |  |   | 37           |   |  |                    |       |   |  |   | 6,170  |  
|Other operating expenses                |  |                                                                                                                 | 245     |   |                       |   | 20,283 |                          |  |   | 207          |   |  |                    |       |   |  |   | 20,735 |  
|Provision for doubtful accounts         |  |                                                                                                                 |        |   |                       |   | 1,847  |                          |  |   |             |   |  |                    |       |   |  |   | 1,847  |  
|Depreciation and amortization           |  |                                                                                                                 |        |   |                       |   | 2,742  |                          |  |   | 11           |   |  |                    |       |   |  |   | 2,753  |  
|Intercompany (income) expenses          |  |                                                                                                                 | 1,471   |   |                       |   | (1,471 | )                        |  |   |             |   |  |                    |       |   |  |   |       |  
|Interest expense, net                   |  |                                                                                                                 | 9,749   |   |                       |   | 78     |                          |  |   | 7            |   |  |                    |       |   |  |   | 9,834  |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |        |   |  |   |        |  
|Total expenses                          |  |                                                                                                                 | 11,567  |   |                       |   | 79,226 |                          |  |   | 685          |   |  |                    |       |   |  |   | 91,478 |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |        |   |  |   |        |  
|Operating income (loss)                 |  |                                                                                                                 | (11,567 | ) |                       |   | 9,535  |                          |  |   | (685         | ) |  |                    |       |   |  |   | (2,717 | )
|Earnings in investments in subsidiaries |  |                                                                                                                 | (8,650  | ) |                       |   |       |                          |  |   |             |   |  |                    | 8,650  |   |  |   |       |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |        |   |  |   |        |  
|Income (loss) before income taxes       |  |                                                                                                                 | (2,917  | ) |                       |   | 9,535  |                          |  |   | (685         | ) |  |                    | (8,650 | ) |  |   | (2,717 | )
|Provision for income taxes              |  |                                                                                                                 |        |   |                       |   | 200    |                          |  |   |             |   |  |                    |       |   |  |   | 200    |  
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |        |   |  |   |        |  
|Net income (loss)                       |  | $                                                                                                               | (2,917  | ) |                       | $ | 9,335  |                          |  | $ | (685         | ) |  | $                  | (8,650 | ) |  | $ | (2,917 | )
|                                        |  |                                                                                                                 |         |   |                       |   |        |                          |  |   |              |   |  |                    |        |   |  |   |        |  



16



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##### Table of Contents

|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|-------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------- | ------ | - | --------------------- | - | ------- | ------------------------ |  | - | ------------ | - |  | ------------ | ------ | - |  | - | ------- | -
|                                                                                                   |  | LifeCare Holdings, Inc.Condensed Consolidating Statement of Cash
FlowsFor the Three Months Ended March 31, 2008 |       
|                                                                                                   |  | Parent                                                                                                          |        |   | GuarantorSubsidiaries |   |         | NonguarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |       
|Cash flows from operating activities:                                                              |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Net income (loss)                                                                                  |  | $                                                                                                               | (2,917 | ) |                       | $ | 9,335   |                          |  | $ | (685         | ) |  | $            | (8,650 | ) |  | $ | (2,917  | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Depreciation and amortization                                                                      |  |                                                                                                                 | 524    |   |                       |   | 2,741   |                          |  |   | 11           |   |  |              |       |   |  |   | 3,276   |  
|Provision for doubtful accounts                                                                    |  |                                                                                                                 |       |   |                       |   | 1,847   |                          |  |   |             |   |  |              |       |   |  |   | 1,847   |  
|Equity compensation amortization                                                                   |  |                                                                                                                 | 99     |   |                       |   |        |                          |  |   |             |   |  |              |       |   |  |   | 99      |  
|Changes in operating assets and liabilities:                                                       |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Patient accounts receivable                                                                        |  |                                                                                                                 |       |   |                       |   | (11,516 | )                        |  |   |             |   |  |              |       |   |  |   | (11,516 | )
|Current income taxes                                                                               |  |                                                                                                                 |       |   |                       |   | 200     |                          |  |   |             |   |  |              |       |   |  |   | 200     |  
|Other current assets                                                                               |  |                                                                                                                 | 35     |   |                       |   | (731    | )                        |  |   | (92          | ) |  |              |       |   |  |   | (788    | )
|Change in investment in subsidiaries                                                               |  |                                                                                                                 | (8,650 | ) |                       |   |        |                          |  |   |             |   |  |              | 8,650  |   |  |   |        |  
|Other assets                                                                                       |  |                                                                                                                 | (80    | ) |                       |   | 141     |                          |  |   |             |   |  |              |       |   |  |   | 61      |  
|Due to/from related parties                                                                        |  |                                                                                                                 | 15,074 |   |                       |   | (19,243 | )                        |  |   | 4,169        |   |  |              |       |   |  |   |        |  
|Estimated third party payor settlements                                                            |  |                                                                                                                 |       |   |                       |   | (2,119  | )                        |  |   |             |   |  |              |       |   |  |   | (2,119  | )
|Accounts payable and accrued expenses                                                              |  |                                                                                                                 | (3,447 | ) |                       |   | 6,553   |                          |  |   | 732          |   |  |              |       |   |  |   | 3,838   |  
|Other noncurrent liabilities                                                                       |  |                                                                                                                 |       |   |                       |   | 352     |                          |  |   |             |   |  |              |       |   |  |   | 352     |  
|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Net cash provided by (used in) operating activities                                                |  |                                                                                                                 | 638    |   |                       |   | (12,440 | )                        |  |   | 4,135        |   |  |              |       |   |  |   | (7,667  | )
|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Cash from investing activities:                                                                    |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Purchases of property and equipment                                                                |  |                                                                                                                 |       |   |                       |   | (2,088  | )                        |  |   | (6,454       | ) |  |              |       |   |  |   | (8,542  | )
|Sale-leaseback proceeds                                                                            |  |                                                                                                                 |       |   |                       |   | 2,893   |                          |  |   |             |   |  |              |       |   |  |   | 2,893   |  
|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Net cash provided by (used in) investing activities                                                |  |                                                                                                                 |       |   |                       |   | 805     |                          |  |   | (6,454       | ) |  |              |       |   |  |   | (5,649  | )
|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Cash flows from financing activities:                                                              |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Payments of notes payable and long-term debt                                                       |  |                                                                                                                 | (638   | ) |                       |   |        |                          |  |   |             |   |  |              |       |   |  |   | (638    | )
|Proceeds from capital lease financing                                                              |  |                                                                                                                 |       |   |                       |   | 1,802   |                          |  |   |             |   |  |              |       |   |  |   | 1,802   |  
|Payments on obligations under capital leases                                                       |  |                                                                                                                 |       |   |                       |   | (1,316  | )                        |  |   | 519          |   |  |              |       |   |  |   | (797    | )
|Proceeds from lease financing obligation                                                           |  |                                                                                                                 |       |   |                       |   |        |                          |  |   | 1,800        |   |  |              |       |   |  |   | 1,800   |  
|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Net cash provided by (used in) financing activities                                                |  |                                                                                                                 | (638   | ) |                       |   | 486     |                          |  |   | 2,319        |   |  |              |       |   |  |   | 2,167   |  
|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Net decrease in cash and cash equivalents                                                          |  |                                                                                                                 |       |   |                       |   | (11,149 | )                        |  |   |             |   |  |              |       |   |  |   | (11,149 | )
|Cash and cash equivalents, beginning of period                                                     |  |                                                                                                                 |       |   |                       |   | 17,816  |                          |  |   |             |   |  |              |       |   |  |   | 17,816  |  
|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  
|Cash and cash equivalents, end of period                                                           |  | $                                                                                                               |       |   |                       | $ | 6,667   |                          |  | $ |             |   |  | $            |       |   |  | $ | 6,667   |  
|                                                                                                   |  |                                                                                                                 |        |   |                       |   |         |                          |  |   |              |   |  |              |        |   |  |   |         |  



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|ITEM 2: | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the accompanying notes.

Company Overview

We began operations in 1993 and have grown our business through developing and acquiring hospitals
to become a leading operator of long-term acute care (LTAC) hospitals in the United States. As of March 31, 2009, we operated 20 hospitals located in 10 states, consisting of nine hospital within a hospital facilities
(29% of beds) and 11 freestanding facilities (71% of beds). Through these 20 long-term acute care hospitals, we operate a total of 1,079 licensed beds and employ approximately 3,200 people, the majority of whom are registered or licensed nurses and
respiratory therapists.

We believe we have developed a reputation for excellence in providing treatment for patients with complex medical needs requiring
extended treatment. Our patients have serious medical conditions such as respiratory failure, chronic pulmonary disease, nervous system disorders, infectious diseases and severe wounds. They generally require a high level of monitoring and
specialized care, yet may not require the continued services of an intensive care unit. Due to their serious medical conditions, our patients are generally not clinically appropriate for admission to a skilled nursing facility or inpatient
rehabilitation facility. By combining general acute care services with a focus on long-term treatment, we believe that our hospitals provide medically complex patients with better and more cost-effective outcomes.

LifeCare Holdings, Inc. (the Company) is a wholly owned subsidiary of LCI Holdco, LLC (Holdco). Holdco is a wholly owned subsidiary of LCI
Holding Company, Inc. (Holdings), which is owned by an investor group that includes affiliates of The Carlyle Group and members of our senior management and board of directors. The investor group acquired Holdings pursuant to a merger
that occurred on August 11, 2005 (the Merger). Subsequent to the merger in late August 2005, the impact of Hurricane Katrina forced the closure of three hospitals we operated in the New Orleans market. At the time of their closure,
these three hospitals had combined annual revenues of approximately $44 million.

Recent Trends and Events

Hospital Openings and Closings

In April 2008, we opened a new
60-bed freestanding facility in Boise, Idaho, and added 10 beds to our Denver, Colorado facility.

Regulatory Changes

Approximately 61.3% and 62.4% of our total net patient service revenue for the three months ended March 31, 2009 and 2008, respectively, came from Medicare
reimbursement. Our industry is subject to extensive government regulation, including regulation of the Medicare reimbursement process. Changes in these regulations can have a material impact on the way we operate our business and on our results of
operations.

The 2009 Proposed Rule

On May 1,
2009, the Centers for Medicare & Medicaid Services (CMS) published their proposed annual payment update for LTAC hospitals for the 2010 rate year, which will be effective for all discharges on or after October 1, 2009 (the
2009 Proposed Rule). The proposed rule includes a net increase in the standard federal rate of $235 to $39,349, or 0.6%, which is based on a market basket update of 2.4% less an adjustment of 1.8% to account for changes in documentation
and coding practices. The proposed rule also includes a decrease in the high-cost outlier fixed-loss amount to $16,059 from $22,960. Additionally, the proposed rule includes updates to the weighting of Medicare-Severity Diagnosis Related Groups
(MS-LT-DRG), which CMS indicates will be budget neutral for aggregate LTAC hospital payments. CMS has estimated that the proposed changes for the 2010 rate year, taken as a whole, will result in an increase of 2.8% in Medicare
reimbursement to LTAC hospitals. Individual hospitals, however, may see varying effects of this proposed rule depending upon their Medicare patient population and their specific base rate changes due to geographical location.

The American Recovery and Reinvestment Act of 2009

On
February 17, 2009, legislation known as the American Recovery and Reinvestment Act of 2009 (2009 Act) was signed into law. This legislation included certain amendments to the Medicare, Medicaid and SCHIP Extension Act of 2007
(discussed below), including the application of the moratorium granted to LTAC hospitals regarding the 25 Percent Rule as



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it applies to certain grandfathered LTAC satellite hospitals. Prior to the 2009 Act amendment, CMS interpretation of the moratorium
provisions was such that grandfathered satellites were excluded from the moratorium; however, the 2009 Act clarified that the provisions of the moratorium are applicable to grandfathered LTAC satellite hospitals.

CMS Changes to DRG Weighting for Fiscal 2009

On July 31,
2008, CMS issued its final regulations regarding the re-weighting of MS-LT-DRG that will become effective for discharges on or after October 1, 2008. CMS has indicated that these changes were made in a budget-neutral manner and that aggregate
LTAC hospital payments will be unaffected by these changes. It is likely, however, that individual hospitals will see varying effects of this rule depending upon the acuity levels of their Medicare patient populations.

The 2008 Final Rule

On May 2, 2008, CMS issued its annual
regulatory update regarding Medicare reimbursement for LTAC hospitals that became effective for all discharges on or after July 1, 2008 (the 2008 Final Rule). The 2008 Final Rule included, among other things, (1) an increase in
the standard federal rate to $39,114, which represented a 2.7% increase, and (2) an increase in the high-cost outlier threshold of $2,222 to $22,960. Additionally, CMS changed the timetable for annual updates to a fiscal year schedule starting
on October 1 instead of July 1, which will result in the 2009 rate year rates being in effect for 15 months beginning July 1, 2008. CMS estimated that the changes for the 2009 rate year, taken as a whole, would result in an increase
of 2.5% in Medicare reimbursement to LTAC hospitals. Individual hospitals, however, are expected to see varying effects of this rule depending on their Medicare patient population and their specific base rate changes due to geographic location.

The Medicare, Medicaid and SCHIP Extension Act of 2007

On December 29, 2007, legislation known as the Medicare, Medicaid and SCHIP Extension Act of 2007 (the SCHIP Extension Act) was signed into law and became effective for cost reporting periods beginning after
December 29, 2007. This legislation provides for, among other things:



| | 1) | enhanced medical necessity reviews of LTAC hospital cases and a mandated study by the Secretary of Health and Human Services on the establishment of LTAC hospital certification
criteria;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | three-year moratoriums on the following:
| | -- | ----------------------------------------



| | a. | the establishment of a LTAC hospital or satellite facility, subject to exceptions for facilities under development;
| | -- | -------------------------------------------------------------------------------------------------------------------



| | b. | an increase in the number of beds at a LTAC hospital or satellite facility, subject to exceptions for states where there is only one LTAC hospital or upon request following the
closure or decrease in the number of beds at a LTAC hospital within the state;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | the application of the so-called 25 Percent Rule to freestanding and grandfathered LTAC hospitals;
| | -- | ----------------------------------------------------------------------------------------------------



| | d. | the very short-stay outlier payment reductions to LTAC hospitals initially implemented on May 11, 2007; and
| | -- | -----------------------------------------------------------------------------------------------------------



| | e. | the application of a one-time budget neutrality adjustment of payment rates to LTAC hospitals under the Long-Term Acute Care Prospective Payment System (PPS);
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | a three-year period during which certain types of LTAC hospitals that are co-located within another hospital may admit up to 50% of their patients from the host hospitals and still
be paid according to the LTAC hospital PPS;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4) | a three-year period during which certain types of LTAC hospitals that are co-located with an urban single hospital or a hospital that generates more than 25% of the Medicare
discharges in a metropolitan statistical area (MSA Dominant hospital) may admit up to 75% of their patients from such urban single hospital or MSA Dominant hospital and still be paid according to the LTAC prospective payment system; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5) | the elimination of the July 1, 2007 market basket increase in the standard federal payment rate of 0.71%, effective for discharges occurring on or after April 1, 2008.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additionally, the SCHIP Extension Act expanded the definition of a LTAC hospital. Historically, for a hospital to be certified as a LTAC
hospital, the primary requirement was the average length of stay for Medicare patients, measured annually at the end of a cost report period, be in excess of 25 days. The SCHIP Extension Act modified this definition to include, among other items,
that the LTAC hospital has a patient review process that screens patients prior to admission for appropriateness of admission, validates within 48 hours of admission that patients meet admission criteria, regularly evaluates patients during their
stay and assesses available discharge options when patients fail to continue to meet stay criteria.



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We believe that the additional certification criteria will not impact the certification status of our LTAC hospitals.

CMS Changes to DRG Weighting for Fiscal 2008

On
August 1, 2007, CMS issued final inpatient prospective payment system regulations for fiscal year 2008. These regulations established a new Medicare severity-based patient classification system for fiscal year 2008 for LTAC hospitals. The
MS-LT-DRG system created additional severity-adjusted categories for most diagnoses, resulting in an expansion of the number of Diagnosis Related Groups (DRGs) from 538 to 745. CMS stated that MS-LT-DRG weights were developed in a budget
neutral manner and as such, the estimated aggregate payments under LTAC PPS would be unaffected by the annual recalibration of MS-LT-DRG payment weights. CMS provided for a two year phase-in period to mitigate the transition in payments for
short-term acute and LTAC PPS providers. In fiscal 2008, provider reimbursements were based 50% on new MS-LT-DRGs and 50% on existing DRGs. For fiscal 2009, 100% of provider reimbursements will be based on new MS-LT-DRGs.

CMS also stated that future annual updates to the DRG classifications and relative weights will be made in a budget neutral manner, effective October 1, 2007. As
such, it is expected that the estimated aggregate industry LTAC hospital PPS payments would be unaffected by the annual recalibration of DRG payment weights.

The 2007 Final Rule

On May 1, 2007, CMS issued its annual regulatory update regarding Medicare reimbursement for LTAC hospitals (the
2007 Final Rule) that was effective for all discharges on or after July 1, 2007. This rule was amended on June 29, 2007, by revising the high cost outlier threshold. CMS estimated that the impact of the 2007 Final Rule was an
overall net decrease in payments to all Medicare certified LTAC hospitals of approximately 1.2%. The 2007 final rule included, among other things, (1) an increase to the standard federal payment rate of 0.71% (subsequently eliminated effective
April 1, 2008, as provided for in the SCHIP Extension Act as previously discussed); (2) revisions to payment methodologies impacting short-stay outliers, which reduce payments by 0.9% (also subsequently modified by the SCHIP Extension Act
via three-year moratorium on this new provision); (3) adjustments to the wage index component of the federal payment resulting in projected reductions in payment of 0.5%; (4) an increase in the high cost outlier threshold per discharge to
$20,738, resulting in projected reimbursement reductions of 0.4%; and (5) an extension of the policy known as the 25 Percent Rule to all LTAC hospitals, with a three-year phase in, which CMS projects will not result in payment
reductions for the first year of implementation (also subsequently modified by the SCHIP Extension Act via a three-year moratorium on this provision).

A
significant policy change contained in the 2007 Final Rule was the application of the so-called 25 Percent Rule to all LTAC hospitals. The result of this policy change was that all LTAC hospitals were to be paid the LTAC PPS rates for
admissions from a single referral source up to 25% of aggregate Medicare admissions. Admissions in excess of the 25% threshold were to be paid at a lesser amount based upon short-term acute care hospital rates. Patients admitted who had previously
reached a high cost outlier status in the referring short-term hospital were not counted when computing compliance with this limitation. As discussed previously, these provision were modified by the SCHIP Extension Act and the 2009 Act.

Regulatory Matters

On June 12, 2006 we entered into a
Settlement Agreement and a Certification of Compliance Agreement (CCA) with the Office of Inspector General of the Department of Health and Human Services (OIG) that settled certain cost report matters for the years 1997 to
2001. The CCA is effective for three years from the date of the CCA, and requires, among other things, that we continue to maintain our corporate compliance program, report certain events if they occur to the OIG and that we file an annual report
with the OIG regarding certain specified items, including our on-going corporate compliance audit findings in areas such as cost reports, physician contracting and charge master reviews.

Sources of Revenue

We are reimbursed for our services provided to patients by a number of sources, including the
federal Medicare program and commercial payors. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges and per diem rates. Our net patient service revenue consists of the amounts that we
estimate to be reimbursable from each of the applicable non-governmental payors and the Medicare and Medicaid programs. We account for the differences between the estimated reimbursement rates and our standard billing rates as contractual
adjustments, which are deducted from gross revenues to arrive at net revenues. We record accounts receivable resulting from such payment arrangements net of contractual allowances. Net patient service revenues generated directly from the Medicare
program approximated 61.3% and 62.4% of total net patient service revenue for the three months ended March 31, 2009 and 2008, respectively. Net patient service revenues generated from non-Medicare payors were substantially from commercial
payors.



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Laws and regulations governing provider reimbursement pursuant to the Medicare program are complex and subject to
interpretation. The Medicare reimbursement amounts reported in our financial statements are based upon estimates and, as such, are subject to adjustment until such time as our billings and cost reports are filed and settled with the appropriate
regulatory authorities. Federal regulations require that providers participating in the Medicare program submit annual cost reports associated with services provided to program beneficiaries. In addition, payments under LTAC hospital PPS are subject
to review by the regulatory authorities, including enhanced medical necessary reviews pursuant to the SCHIP Extension Act and the Recovery Audit Contractor (RAC) program pursuant to the Tax Relief and Health Care Act of 2006. These
reviews primarily focus on the accuracy of the DRG assigned to each discharged patient and normally occur after the completion of the billing process.

The
annual cost reports are subject to review and adjustment by CMS through its fiscal intermediaries. These reviews may not occur until several years after a provider files its cost reports and often results in adjustments to amounts reported by
providers in their cost reports as a result of the complexity of the regulations and the inherent judgment that is required in the application of certain provisions of provider reimbursement regulations. Since these reviews of filed cost reports
occur periodically, there is a possibility that recorded estimated Medicare reimbursement reflected in our consolidated financial statements and previously filed cost reports may change by a material amount in future periods. We recognize in our
consolidated financial statements the impact of adjustments, if any, to estimated Medicare reimbursement when the amounts can be reasonably determined.

Total Expenses

Total expenses consist of salaries, wages and benefits, supplies, which includes expenses related to drug and medical
supplies, rent, other operating expenses, provision for doubtful accounts, depreciation and amortization and interest expense. Other operating expenses include expenses such as contract labor, legal and accounting fees, insurance and contracted
services purchased from host hospitals.

Other Operating Metrics

We use certain operating metrics in the management of our facility operations. These include:

Licensed beds.
Licensed beds represent beds for which a facility has been granted approval to operate from the applicable state licensing agency. These licensed beds are used in the determination of average licensed beds and occupancy rates.

Average licensed beds. We compute average licensed beds by computing a weighted average based upon the number of licensed beds in place for each month within the
reporting period.

Admissions. Admissions are the total number of patients admitted to our facilities during the reporting period.

Patient days. Patient days are the cumulative number of days that licensed beds are occupied in our facilities for the entire reporting period. We also refer to
patient days as our census.

Average length of stay (days).We compute average length of stay in days by dividing patient days for discharged
patients by discharges.

Occupancy rates. We compute our occupancy rate by determining the percentage of average licensed beds that are occupied for
a 24-hour period during a reporting period. The occupancy rate provides a measure of the utilization of inpatient rooms.

Net patient service revenue
per patient day. This measure is determined by dividing our total net patient service revenue by the number of patient days in a reporting period. We use this metric to provide a measure of the net patient service revenue generated for each
patient day.

Critical Accounting Matters

This
discussion and analysis of our financial condition and results of operation is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of those financial statements requires the use of estimates and judgments that affect the reported amounts and related disclosures. We rely on historical experience and other assumptions that we believe are reasonable at the time in forming the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates.

We believe that the following critical accounting policies as more fully described in our annual financial statements as of December 31, 2008 as filed in the Form 10-K, affect the more significant judgments and
estimates used in the preparation of our consolidated financial statements.



| |  |  | Revenue recognition
| | - |  | -------------------



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| |  |  | Accounts receivable and allowance for doubtful accounts
| | - |  | -------------------------------------------------------



| |  |  | Insurance Risks
| | - |  | ---------------



| |  |  | Impairment of Long-Lived Assets
| | - |  | -------------------------------



| |  |  | Accounting for income taxes
| | - |  | ---------------------------



| |  |  | Accounting for stock-based compensation
| | - |  | ---------------------------------------

Goodwill

We review our goodwill annually, or more frequently if circumstances warrant a more timely review, to determine if there
has been an impairment. Per the guidance of Financial Accounting Standards Board Emerging Issues Task Force (EITF) Topic No. D-101 Clarification of Reporting Unit Guidance in Paragraph 30 of FASB Statement No. 142,
(EITF Topic No. D-101), we review goodwill based upon one reporting unit, as the Company is managed as one operating segment in accordance with Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures
about Segments of an Enterprise and Related Information, (SFAS 131). In calculating the fair value of the reporting unit, we use various assumptions including projected cash flows and discount rates. If projected future cash flows
decline from the current amounts projected by management, additional impairments may be recorded.

Results of Operations

The following table sets forth operating results for each of the periods presented (in thousands):



|                                     |  |                                |        |   |                                |   |        |  
|------------------------------------ |  | ------------------------------ | ------ | - | ------------------------------ | - | ------ | -
|                                     |  | Three monthsendedMarch 31,2009 |        |   | Three monthsendedMarch 31,2008 |  
|Net patient service revenue          |  | $                              | 95,024 |   |                                | $ | 88,761 |  
|                                     |  |                                |        |   |                                |   |        |  
|Salaries, wages, and benefits        |  |                                | 43,182 |   |                                |   | 41,088 |  
|Supplies                             |  |                                | 8,754  |   |                                |   | 9,051  |  
|Rent                                 |  |                                | 6,503  |   |                                |   | 6,170  |  
|Other operating expenses             |  |                                | 21,764 |   |                                |   | 20,735 |  
|Provision for doubtful accounts      |  |                                | 1,358  |   |                                |   | 1,847  |  
|Gain on early extinguishment of debt |  |                                | (84    | ) |                                |   |       |  
|Depreciation and amortization        |  |                                | 2,635  |   |                                |   | 2,753  |  
|Interest expense, net                |  |                                | 8,327  |   |                                |   | 9,834  |  
|                                     |  |                                |        |   |                                |   |        |  
|Total expenses                       |  |                                | 92,439 |   |                                |   | 91,478 |  
|                                     |  |                                |        |   |                                |   |        |  
|Operating income (loss)              |  |                                | 2,585  |   |                                |   | (2,717 | )
|Equity in loss of joint venture      |  |                                | (537   | ) |                                |   |       |  
|                                     |  |                                |        |   |                                |   |        |  
|Income (loss) before income taxes    |  |                                | 2,048  |   |                                |   | (2,717 | )
|Provision for income taxes           |  |                                | 225    |   |                                |   | 200    |  
|                                     |  |                                |        |   |                                |   |        |  
|Net income (loss)                    |  | $                              | 1,823  |   |                                | $ | (2,917 | )
|                                     |  |                                |        |   |                                |   |        |  

Operating Statistics

The following table sets forth operating statistics for each of the periods presented.



|                                                     |  |                                |  |                               
|---------------------------------------------------- |  | ------------------------------ |  | ------------------------------
|                                                     |  | Three monthsendedMarch 31,2009 |  | Three monthsendedMarch 31,2008
|Number of hospitals within hospitals (end of period) |  | 9                              |  | 9                             
|Number of freestanding hospitals (end of period)     |  | 11                             |  | 10                            
|Number of total hospitals (end of period)            |  | 20                             |  | 19                            
|Licensed beds (end of period) (1)                    |  | 1,079                          |  | 1,009                         
|Average licensed beds (1)                            |  | 1,079                          |  | 1,009                         
|Admissions                                           |  | 2,165                          |  | 2,266                         



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|                                                                            |  |                                |        |   |                                |   |        |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ------------------------------ | - | ------ | -
|                                                                            |  | Three monthsendedMarch 31,2009 |        |   | Three monthsendedMarch 31,2008 |  
|Patient days                                                                |  |                                | 59,145 |   |                                |   | 61,719 |  
|Occupancy rate                                                              |  |                                | 60.9   | % |                                |   | 67.2   | %
|Percent net patient service revenue from Medicare                           |  |                                | 61.3   | % |                                |   | 62.4   | %
|Percent net patient service revenue from commercial payors and Medicaid (2) |  |                                | 38.7   | % |                                |   | 37.6   | %
|Net patient service revenue per patient day                                 |  | $                              | 1,607  |   |                                | $ | 1,438  |  



|(1) | The average licensed beds are only calculated on the beds at locations that were open for operations during the applicable periods.
|--- | -----------------------------------------------------------------------------------------------------------------------------------



|(2) | The percentage of net patient service revenue from Medicaid is less than one percent for each of the periods presented.
|--- | -----------------------------------------------------------------------------------------------------------------------

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Net Revenues

Our net patient service revenue increased by $6.2 million, or 7.1%, for the three months ended
March 31, 2009, to $95.0 million from $88.8 million for the comparable period in 2008. Patient days in the 2009 period were 2,574, or 4.2%, less than the same period in 2008, while admissions were 2,165, or 4.5%, less than the same period in
2008.

The increase in our net patient service revenue was comprised of a favorable benefit of $9.9 million as the result of higher rates on a per patient
day basis offset by an unfavorable variance of $3.7 million from the decrease in patient days. During the three months ended March 31, 2009, our net patient service revenue per patient day was $1,607, which represented an increase of 11.8%
compared to the same period in 2008. The increase in net patient service revenue on a per patient day basis during the 2009 period was primarily the result of annual inflationary increases in our standard charge rates and certain of our contracts
with commercial payors, an increase in the percentage of our revenues generated from commercial payors, a higher acuity level of the patients treated in the 2009 period, and the marginal increases contained in recent annual regulatory updates
implemented by CMS during 2008.

Total Expenses

Total expenses increased by $0.9 million to $92.4 million for the three months ended March 31, 2009 as compared to $91.5 million for the same period in 2008. This increase of $0.9 million was primarily due to a $2.1 million
increase in salaries, wages and benefits, partially offset by a $1.5 million decrease in net interest expense. The increase in salaries, wages and benefits was primarily attributable to increases in operating capacity, the higher acuity of the
patients during the 2009 period, and annual inflationary increases. The decrease in net interest expense was the result of lower interest rates on outstanding borrowings during the 2009 period and the decrease of $16.5 million in outstanding
principal of our senior subordinated notes as a result of the repurchase of these notes during the quarter ended December 31, 2008.

Income Tax
Expense

For the three months ended March 31, 2009, income tax expense recorded represents the estimated income tax liability for certain state
income taxes. We believe that it is more likely than not that no benefit or expense will be realized during 2009 for federal income taxes based on recent taxable loss trends.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, expected cash flows generated by
operations, and availability of borrowings under a revolving credit facility. Availability of borrowings under our Revolving Credit Facility are generally dependent upon our ability to meet the maximum leverage ratio test included in the senior
secured credit facility. Our primary liquidity requirements are for debt service on our senior secured credit facilities and the notes, capital expenditures and working capital.

At March 31, 2009, our debt structure consisted of $130.4 million aggregate principal amount of senior subordinated notes, which matures on August 11, 2013, a senior secured credit facility, consisting of
(i) a $246.7 million term loan facility which matures on August 11, 2012, and (ii) a $60.0 million revolving credit facility, subject to availability, of which $35.0 million is outstanding, including sub-facilities for letters of
credit and swingline loans, which matures on August 11, 2011. We also have capital lease obligations of $2.8 million with varying maturities. The full amount available under the term loan facility was used in connection with the Merger.



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The senior secured credit facility requires us to comply on a quarterly basis with certain financial covenants, including
an interest coverage ratio test and a maximum leverage ratio test. These financial covenants become more restrictive on a periodic basis throughout the remaining term of the senior secured credit facility, including the quarterly periods ending
during 2009. In addition, the senior secured credit facility includes various negative covenants, including limitations on indebtedness, liens, investments, permitted businesses and transaction and other matters, as well as certain customary
representations and warranties, affirmative covenants and events of default including payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain events of bankruptcy, certain events
under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting the senior secured credit facility to be in full force and effect, change of control, and certain subjective provisions. We believe we are
currently in compliance with the covenants of our senior secured credit facility as amended.

The interest rates per annum applicable to loans, other than
swingline loans, under our senior secured credit facility are, at our option, equal to either an alternate base rate or an adjusted LIBOR rate for a one-, two-, three- or six-month interest period, or a nine- or twelve-month period if available, in
each case, plus an applicable margin. The applicable margins on the loans as amended are currently (1) 3.25% for alternate base rate revolving loans, (2) 4.25% for adjusted LIBOR revolving loans, (3) 3.25% for alternate base rate term
loans and (4) 4.25% for adjusted LIBOR term loans. These margins are subject to reduction based upon the ratio of our total indebtedness to our consolidated adjusted EBITDA (as defined in the credit agreement governing our senior secured credit
facility, as amended). At March 31, 2009, the interest rate applicable to the $246.7 million under our term loan facility was 5.43%, and the weighted average rate on the $35.0 million outstanding balance of the revolving credit facility was
5.95%.

We may not be able to continue to satisfy the covenant requirements in subsequent periods. If we are unable to maintain compliance with the
covenants contained in our senior secured credit facility, an event of default would occur. During the continuation of an event of default, the lenders under the senior secured credit facility are entitled to take various actions, including
accelerating amounts due under the senior secured credit facility, terminating our access to our revolving credit facility and all other actions generally available to a secured creditor. An uncured event of default would have a material adverse
effect on our financial position, results of operations and cash flow. In the event a financial covenant is not met, our senior secured credit facility provides for certain limited cure rights which provide us the ability to issue permitted cure
securities in exchange for cash or otherwise receive cash that would be contributed to our capital in an amount that is necessary to satisfy the financial covenant required on a pro forma basis. The cure right amount, if exercised, continues to be
considered a component of consolidated EBITDA, as defined in the senior secured credit agreement, on a trailing 4 quarter basis. A cure right was exercised for the fiscal quarter ended September 30, 2007 in the amount of $6.0 million. This cure
amount was a component of consolidated EBITDA for financial covenant purposes through the fiscal period ended June 30, 2008. This particular cure amount is not included for financial covenant test purposes for periods beyond June 30, 2008.

We believe that our cash on hand, expected cash flows from operations, and potential availability of borrowings under the revolving portion of our senior
secured credit facilities will be sufficient to finance our operations, and meet our scheduled debt service requirements for at least the next twelve months.

We actively seek to identify and evaluate potential acquisition candidates and, from time to time, we review potential acquisitions of businesses. Any acquisitions may require us to issue additional equity or incur additional indebtedness,
subject to the limitations contained in our senior secured credit facility.

We and our subsidiaries, affiliates or significant stockholders may from
time to time seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend
on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Capital Expenditures

We anticipate that we may incur capital expenditures of approximately $3.6 million during the remainder of 2009 based on our current plans of ongoing capital maintenance
expenditure requirements at our existing facilities. We may enter into lease arrangements to finance a portion of these equipment expenditures.



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Historical Cash Flow

The following table summarizes the net cash provided by (used in) the statement of cash flows (in thousands):



|                     |  |                                      |        |   |                                      |   |        |  
|-------------------- |  | ------------------------------------ | ------ | - | ------------------------------------ | - | ------ | -
|                     |  | Three MonthPeriod EndedMarch 31,2009 |        |   | Three MonthPeriod EndedMarch 31,2008 |  
|Operating activities |  | $                                    | (5,191 | ) |                                      | $ | (7,667 | )
|Investing activities |  |                                      | (1,231 | ) |                                      |   | (5,649 | )
|Financing activities |  |                                      | 24,484 |   |                                      |   | 2,167  |  

For the three months ended March 31, 2009, operating activities used $5.2 million of cash as compared to
using $7.7 million in cash for the comparable period in 2008. For the three-months ended March 31, 2009, we had net income of $1.8 million as compared to net loss of $2.9 million for the same period in 2008.

Accounts receivable increased by $7.9 million for the three months ended March 31, 2009 as compared to an increase of $11.5 million for the same period during 2008.
Days of net patient service revenue in accounts receivable at March 31, 2009 had increased to 69.6 as compared to 67.0 at December 31, 2008. The increase in accounts receivable during the three months ended March 31, 2008 was
principally due to an increase in net patient service revenue during this period.

Estimated third party payor settlements resulted in a net use of cash of
$5.3 million as compared to a net use of cash of $2.1 million for the three months ended March 31, 2008. The use of cash during the 2009 period was principally due to the repayment to Medicare of amounts received as interim payments during 2008
in excess of revenues ultimately recognized.

Cash used in investing activities was $1.2 million for the three months ended March 31, 2009 as compared
to $5.6 million in 2008. Cash used in investing activities during the 2009 period was principally for recurring maintenance capital expenditures. Cash used during the 2008 period was principally for the construction of our hospital in Boise, Idaho.
This was offset by $2.9 million received in the 2008 period pursuant to our lease agreement with Healthcare REIT, Inc. attributable to our Milwaukee, Wisconsin facility.

Cash provided by financing activities for the three months ended March 31, 2009 was $24.5 million as compared to cash provided of $2.2 million for the same period in 2008. The three months ended March 31,
2009 include $25.0 million in net borrowings under the revolving line of credit. During the 2008 period, we received $1.8 million pursuant to the master lease associated with our capital expenditures on our Boise, Idaho hospital project, and
received $1.8 million in proceeds by entering a capital lease on various equipment.

Seasonality

Our business experiences seasonality resulting in variation in census levels, with the highest census historically occurring in the first quarter of the year and the
lowest census occurring in the third quarter of the year.

Inflation

We derive a substantial portion of our revenue from the Medicare program. LTAC hospital PPS payments are subject to fixed payments that generally are adjusted annually for inflation. However, there can be no assurance
that these adjustments, if received, will reflect the actual increase in our costs for providing healthcare services.

Labor and supply expenses make up a
substantial portion of our operating expense structure. The expenses can be subject to increase in periods of rising inflation.

Forward Looking
Statements

This quarterly report contains forward-looking statements regarding, among other things, our financial condition, results of operations,
plans, objectives, future performance and business. All statements contained in this document other than historical information are forward-looking statements. Forward-looking statements include, but are not limited to, statements that represent our
beliefs concerning future operations, strategies, financial results or other developments, and contain words and phrases such as may, expects, believes, anticipates, estimates,
should, or similar expressions. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are
subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve
or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from the forward-looking statements
include, but are not limited to:



| |  |  | changes in government reimbursement for our services may have an adverse effect on our future revenues and profitability including, for example, the changes
described under Regulatory Changes;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the failure to maintain compliance with our financial covenants could be costly or have a material adverse effect on us;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount of outstanding indebtedness and the restrictive covenants in the agreements governing our indebtedness may limit our operating and financial flexibility;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the condition of the financial markets, including volatility and deterioration in the capital and credit markets, could have a material adverse effect on the
availability and terms of financing sources;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a government investigation or assertion that we have violated applicable regulations may result in increased costs or sanctions that reduce our revenues and
profitability;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | periodic reviews, audits and investigations by federal and government agencies and private payors could result in adverse findings and may negatively impact our
revenues and profitability;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | private third party payors for our services may undertake future cost containment initiatives that limit our future revenues and profitability;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | actions that may be brought by individuals on the governments behalf under the False Claims Acts qui tam or whistleblower provisions may
expose us to unforeseen liabilities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure of our long-term acute care hospitals to maintain their qualification would cause our revenues and profitability to decline;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure of our satellite facilities to qualify for provider-based status with the applicable main facilities may adversely affect our
results of operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | development of new facilities may prove difficult or unsuccessful, use significant resources or expose us to unforeseen liabilities;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase in uninsured and underinsured patients in our hospitals or the deterioration in the collectibility of the accounts of such patients could harm our
results of operations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure to maintain established relationships with the physicians in our markets could reduce our revenues and profitability;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | shortages in qualified nurses, therapists and other healthcare professionals or union activity may significantly increase our operating costs;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | competition may limit our ability to grow and result in a decrease in our revenues and profitability;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | the loss of key members of our management team could significantly disrupt our operations;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | the geographic concentration of our facilities in Texas makes us sensitive to economic, regulatory, environmental and other developments in this state;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adverse changes in individual markets could significantly affect operating results;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the effect of legal actions or other claims associated with the circumstances arising from Hurricane Katrina could subject us to substantial liabilities;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effect of legal actions asserted against us or lack of adequate available insurance could subject us to substantial uninsured liabilities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an inability to ensure and maintain an effective system of internal controls over financial reporting could expose us to liability;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure to comply with the provisions of any of our Master Lease Agreements could materially adversely affect our financial position, results of operations and
liquidity: and,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure to prevent damage or interruption to our systems and operations or to conform to regulatory standards for electronic health records could result in
improper functioning, security breaches of our information systems or penalties.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Consequently, such forward-looking statements should be
regarded solely as our current plans, estimates and beliefs. We do not intend, and do not undertake, any obligation to update any forward-looking statements to reflect future events or circumstances after the date of this report.



|ITEM 3: | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

At
March 31, 2009, we had $246.7 million in senior term loans outstanding and a borrowing availability of $17.3 million under our revolving credit facility, each bearing interest at variable rates. Each 0.125% point change in interest rates would
result in a $0.4 million annual change in interest expense on our term loans and revolving credit facility loans, assuming that our revolving credit facility is fully drawn.



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|ITEM 4: | CONTROLS AND PROCEDURES
|------- | -----------------------

We carried out an evaluation, under the
supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934) as of the end of the period covered in this report. The disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within required time periods, and include controls and disclosures designed to ensure that this information is accumulated and communicated to the companys management, including its principal executive
officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of March 31,
2009 our disclosure controls and procedures were effective to provide reasonable assurance that information required to be included in our periodic SEC reports is recorded accurately, processed, summarized and reported within the time periods
specified in the relevant SEC rules and forms.

In addition, we reviewed our internal controls, and there have been no changes in our internal controls
over financial reporting identified in connection with an evaluation that occurred during the quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.

PART II: OTHER INFORMATION



|ITEM 1: | LEGAL PROCEEDINGS
|------- | -----------------

We are a party to various legal actions that
arise in the ordinary course of business, as well as other litigation described elsewhere in this report. These actions are primarily related to malpractice claims covered under insurance policies; however, there may be some legal actions which are
not insured. We are unable to predict the ultimate outcome of pending litigation and regulatory and other government investigations, nor can there be any assurance that the resolution of any litigation or investigation, either individually or in the
aggregate, would not have a material adverse effect on our financial position, results of operations or liquidity.

At the time of Hurricane Katrina, we
operated an 82-bed facility in New Orleans located in Memorial Medical Center. In the aftermath of the hurricane, an investigation was conducted by the Louisiana Attorney Generals office. The investigation culminated in a Grand Jury being
convened in February of 2007 to determine if criminal charges should be filed against three individuals, who were not our employees, but who were caring for patients in Memorial Medical Center after the hurricane. Two of the individuals were
subsequently granted immunity and the Grand Jury declined to indict the third. Neither the Company nor its employees have been named in any illegal or criminal activities associated with Hurricane Katrina.

We are currently defending ourselves against a variety of Hurricane Katrina related lawsuits and matters under review by the Louisiana Patient Compensation Fund. We are
vigorously defending ourselves in these lawsuits, however, we cannot predict the ultimate resolution of these matters. We maintained $15.0 million of general and professional liability insurance during this period, subject to a $1.0 million per
claim retention. We believe that under our insurance policies, only one retention is applicable to the Hurricane Katrina matters since these matters all arose from a single event, process or condition. Our insurance carriers are currently paying all
costs related to these claims, but have sent reservation of rights letters which challenge, among other things, the application of one retention to the Hurricane Katrina related matters. To the extent it is ultimately determined that a separate
retention applies to each of these claims, we could experience significant losses related to these Hurricane Katrina matters which would negatively impact our financial position, liquidity and results of operations.



|ITEM 1A: | RISK FACTORS
|-------- | ------------

No changes.



|ITEM 6: | EXHIBITS
|------- | --------

The exhibits to this report are listed in the Exhibit
Index.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.



LifeCare Holdings, Inc.By:

/s/ G. Wayne McAlisterG. Wayne McAlisterChief Executive OfficerBy:

/s/ Chris A. WalkerChris A. WalkerChief Financial Officer


Dated: May 15, 2009



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##### Table of Contents

EXHIBIT INDEX



|        |  |                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                   
|        | 
|31.1    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        | 
|31.2    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        | 
|32.1    |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                            
|        | 
|32.2    |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                            



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