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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 2000
Commission File Number 1-8351
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-0791746
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2600 Chemed Center, 255 E. Fifth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip code)
(513) 762-6900
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Amount Date
Capital Stock 9,869,800 Shares July 31, 2000
$1 Par Value
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Page 1 of 15
CHEMED CORPORATION AND
SUBSIDIARY COMPANIES
Index
Page No.
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheet -
June 30, 2000 and
December 31, 1999 3
Consolidated Statement of Income -
Three months and six months ended
June 30, 2000 and 1999 4
Consolidated Statement of Cash Flows -
Six months ended
June 30, 2000 and 1999 5
Notes to Unaudited Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9 - 13
PART II. OTHER INFORMATION 14 - 15
Page 2 of 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(in thousands except share and per share data)
UNAUDITED
June 30, December 31,
2000 1999
---------- ----------
ASSETS
Current assets
Cash and cash equivalents $ 14,522 $ 17,282
Accounts receivable, less allowances of $4,783
(1999 - $4,554) 54,875 55,889
Inventories 10,267 9,794
Statutory deposits 14,483 14,254
Other current assets 17,193 14,583
---------- ----------
Total current assets 111,340 111,802
Other investments 34,386 37,849
Properties and equipment, at cost less accumulated
depreciation of $60,198 (1999 - $55,410) 72,723 71,728
Identifiable intangible assets less accumulated
amortization of $7,150 (1999 - $6,558) 12,174 12,597
Goodwill less accumulated amortization of $29,031
(1999 - $26,545) 171,190 163,257
Other assets 26,078 24,070
---------- ----------
Total Assets $ 427,891 $ 421,303
========== ==========
LIABILITIES
Current liabilities
Accounts payable $ 9,720 $ 11,246
Current portion of long-term debt 26,125 11,719
Income taxes 9,071 8,714
Deferred contract revenue 26,660 25,630
Other current liabilities 38,059 41,119
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Total current liabilities 109,635 98,428
Long-term debt 68,522 78,580
Other liabilities 31,454 32,251
---------- ----------
Total Liabilities 209,611 209,259
---------- ----------
MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED SECURITIES
OF THE CHEMED CAPITAL TRUST 15,296 -
---------- ----------
STOCKHOLDERS' EQUITY
Capital stock-authorized 15,000,000 shares $1 par;
issued 13,890,791 shares (1999 - 13,664,892 shares) 13,891 13,665
Paid-in capital 170,641 164,549
Retained earnings 153,326 144,322
Treasury stock - 3,999,045 shares
(1999 - 3,268,783 shares), at cost (119,475) (99,437)
Unearned compensation (19,439) (17,056)
Deferred compensation payable in company stock 5,468 5,340
Accumulated other comprehensive income 1,377 3,392
Notes receivable for shares sold (2,805) (2,731)
---------- ----------
Total Stockholders' Equity 202,984 212,044
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Total Liabilities and Stockholders' Equity $ 427,891 $ 421,303
========== ==========
See accompanying notes to unaudited financial statements.
Page 3 of 15
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
UNAUDITED
(in thousands except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- --------------------
2000 1999 2000 1999
--------- --------- -------- --------
Service revenues and sales $125,218 $111,385 $246,752 $217,120
-------- -------- -------- --------
Cost of services provided and cost of goods sold 75,874 68,373 150,001 133,432
Selling and marketing expenses 11,288 10,190 22,552 20,169
General and administrative expenses 24,923 23,526 49,769 45,401
Depreciation 3,950 3,097 7,708 6,127
-------- -------- -------- --------
Total costs and expenses 116,035 105,186 230,030 205,129
-------- -------- -------- --------
Income from operations 9,183 6,199 16,722 11,991
Interest expense (1,787) (1,507) (3,569) (3,101)
Distributions on preferred securities (286) - (574) -
Other income - net 2,793 3,735 5,189 8,344
-------- -------- -------- --------
Income before income taxes 9,903 8,427 17,768 17,234
Income taxes (3,790) (3,313) (6,753) (6,765)
-------- -------- -------- --------
Net Income $ 6,113 $ 5,114 $ 11,015 $ 10,469
======== ======== ======== ========
Earnings Per Common Share
Net income $ .62 $ .49 $ 1.11 $ 1.00
======== ======== ======== ========
Average number of shares outstanding 9,797 10,473 9,931 10,473
======== ======== ======== ========
Diluted Earnings Per Common Share
Net income $ .61 $ .49 $ 1.10 $ 1.00
======== ======== ======== ========
Average number of shares outstanding 10,295 10,512 10,353 10,515
======== ======== ======== ========
Cash Dividends Paid Per Share $ .10 $ .53 $ .20 $ 1.06
======== ======== ======== ========
See accompanying notes to unaudited financial statements.
Page 4 of 15
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
Six months Ended
June 30,
---------------------
2000 1999*
--------- ---------
Cash Flows From Operating Activities
Net income $ 11,015 $10,469
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,837 9,820
Gains on sale of investments (2,662) (4,662)
Provision for uncollectible accounts receivable 990 155
Provision for deferred income taxes 525 (125)
Changes in operating assets and liabilities,
excluding amounts acquired in business
combinations
Increase in accounts receivable (26) (5,780)
Increase in inventories and other current
assets (3,440) (402)
(Increase)/decrease in statutory deposits (229) 657
Increase/(decrease) in accounts payable, deferred
contract revenue and other current liabilities (1,431) 703
Increase in income taxes 963 570
Other - net 77 (1,166)
--------- ---------
Net cash provided by operating activities 17,619 10,239
--------- ---------
Cash Flows From Investing Activities
Capital expenditures (11,345) (13,168)
Business combinations--net of cash acquired (8,805) (11,215)
Proceeds from sale of investments 3,424 7,702
Net outflows from discontinued operations (1,857) (1,426)
Purchase of investments (350) (297)
Other - net 226 2,012
--------- ---------
Net cash used by investing activities (18,707) (16,392)
--------- ---------
Cash Flows From Financing Activities
Proceeds from issuances of long-term debt 5,000 -
Purchase of treasury stock (4,501) (289)
Dividends paid (2,020) (11,233)
Retirement of long-term debt (84) (1,479)
Other - net (67) 370
--------- ---------
Net cash provided/(used) by financing activities (1,672) (12,631)
--------- ---------
Increase/(Decrease) In Cash And Cash Equivalents (2,760) (18,784)
Cash and cash equivalents at beginning of period 17,282 41,358
--------- ---------
Cash and cash equivalents at end of period $ 14,522 $22,574
========= =========
* Reclassified to conform to current year presentation.
See accompanying notes to unaudited financial statements.
Page 5 of 15
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
Notes to Unaudited Financial Statements
1. The accompanying unaudited consolidated financial statements
have been prepared in accordance with Rule 10-01 of SEC
Regulation S-X. Consequently, they do not include all the
disclosures required under generally accepted accounting
principles for complete financial statements. However, in
the opinion of the management of Chemed Corporation (the
"Company"), the financial statements presented herein contain
all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial
position, results of operations and cash flows of the Company
and its consolidated subsidiaries ("Chemed"). For further
information regarding Chemed's accounting policies, refer to
the consolidated financial statements and notes included in
Chemed's Annual Report on Form 10-K for the year ended
December 31, 1999.
2. The Company's previously announced Exchange Offer, whereby
stockholders were permitted to exchange up to 2,000,000
shares of capital stock for Mandatorily Redeemable
Convertible Preferred Securities ("Trust Securities") of the
wholly-owned Chemed Capital Trust ("Trust") on a one-for-one
basis, was completed effective February 1, 2000. As a result
575,503 shares of capital stock were exchanged for the same
number of Trust Securities with a redemption value of
$15,538,581 ($27 per security).
The Trust Securities pay an annual cash distribution of $2.00
per security (payable at the quarterly rate of $.50 per
security commencing March 2000) and are convertible into
capital stock at a price of $37 per security. The Trust
Securities mature in 30 years and are callable three years
after issuance.
The sole assets of the Trust are Junior Subordinated
Debentures ("Debentures") of the Company in the principal
amount of $16,019,181. The Debentures mature in March 2030
and the interest rate on the Debentures is $2.00 per annum
per $27 principal amount. In February 2000, the Company
executed an Indenture relating to the Debentures, an Amended
and Restated Declaration of Trust relating to the Trust
Securities and a Guarantee Agreement for the benefit of the
holders of the Trust Securities (collectively "Back-up
Undertakings"). Considered together, the Back-up
Undertakings constitute a full and unconditional guarantee by
the Company of the Trust's obligations under the Trust
Securities.
Page 6 of 15
3. Sales and service revenues and aftertax earnings by business
segment follow (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
Revenues
-----------------
Roto-Rooter $ 69,806 $ 58,591 $137,530 $114,797
Patient Care 33,689 32,157 66,598 62,369
Service America 19,461 18,662 38,215 36,323
Cadre Computer 2,262 1,975 4,409 3,631
-------- ------- -------- --------
Total $125,218 $111,385 $246,752 $217,120
======== ======== ======== ========
Aftertax Earnings
----------------
Roto-Rooter $ 4,920 $ 3,349 $ 9,589 $ 6,546
Patient Care 549 972 952 1,624
Service America 521 671 841 1,210
Cadre Computer 68 22 110 26
-------- -------- -------- --------
Total segment earnings 6,058 5,014 11,492 9,406
Corporate
Gains on sales of
investments 1,122 1,026 1,799 2,960
Overhead (1,209) (1,249) (2,572) (2,551)
Net investing and financing
income/(expense) 142 323 296 654
-------- -------- -------- --------
Net income $ 6,113 $ 5,114 $ 11,015 $ 10,469
======== ======== ======== ========
4. Earnings per common share are computed using the weighted
average number of shares of capital stock outstanding.
Diluted earnings per common share are computed as follows on
the next page (in thousands except per share data):
Page 7 of 15
Three Months Ended Six Months Ended
June 30, June 30,
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2000 1999 2000 1999
------- ------- ------- -------
Reported income $ 6,113 $ 5,114 $11,015 $10,469
Aftertax interest on Trust
Securities 190 - 379 -
------- ------- ------- -------
Adjusted income $ 6,303 $ 5,114 $11,394 $10,469
======= ======= ======= =======
Average number of shares
outstanding 9,797 10,473 9,931 10,473
Effect of conversion of the
Trust Securities 419 - 347 -
Effect of nonvested stock
awards 78 38 74 41
Effect of unexercised stock
options 1 1 1 1
------- ------- ------- -------
Average number of shares used
to compute diluted earnings
per common share 10,295 10,512 10,353 10,515
======= ======= ======= =======
Diluted earnings per common
share $ .61 $ .49 $ 1.10 $ 1.00
======= ======= ======= =======
5. During the first quarter of 2000, the Company acquired two
businesses in the Roto-Rooter segment for aggregate purchase
prices of $10.5 million in cash. These operations provide
plumbing repair and sewer and drain cleaning services
primarily to residential customers.
Approximately $10.2 million of the purchase price was
allocated to goodwill and is being amortized over forty
years. The results of operations of the acquired businesses
were not material in relation to the Company's results in
2000.
6. The Company had total comprehensive income of $4,611,000,
$2,481,000, $9,000,000 and $345,000 for the three months and
six months ended June 30, 2000 and 1999, respectively. The
difference between the Company's net income and comprehensive
income relates to the cumulative unrealized
appreciation/depreciation on its available-for-sale
securities.
Page 8 of 15
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Financial Condition
- -------------------
The increase in the current portion of long-term debt
from $11.7 million at December 31, 1999 to $26.1 million at
June 30, 2000 is attributable to the reclassification of the
Company's borrowings under its revolving credit agreement with
Bank of America. The Company is currently negotiating an
extension of this credit agreement which expires in June 2001.
Also, the decline in stockholders' equity from $212 million at
December 31, 1999 to $203 million at June 30, 2000 is
attributable primarily to the completion of the Company's
Exchange Offer in February 2000. Under the Exchange Offer,
approximately 576,000 shares of capital stock were exchanged for
the same number of Trust Securities. The exchanged shares of
capital stock were recorded in treasury stock. The Trust
Securities are callable in three years and are redeemable in
2030.
Vitas Healthcare Corporation ("Vitas"), the privately-
held provider of hospice services to the terminally ill in which
the Company carries an investment of $27 million of redeemable
preferred stock, is continuing to explore long-term financing
alternatives to increase its liquidity. During June 2000, Vitas
paid the $715,000 in dividends which were in arrears at March 31,
2000 and made timely payment of the July 2000 dividend. The
Company is currently negotiating with Vitas concerning terms for
repayment of the preferred stock and/or extension of the
redemption date (currently May 1, 2001). Vitas' operating
results and net income continue to meet its management's
expectations. On the basis of current information, management
believes the Company's investment in Vitas is fully recoverable
and that no impairment exists.
At June 30, 2000 Chemed had approximately $92.4 million
of unused lines of credit with various banks. Management
believes its liquidity and sources of capital are satisfactory
for the Company's needs in the foreseeable future.
Page 9 of 15
Results of Operations
- ---------------------
Data relating to (a) the increase or decrease in
service revenues and sales and (b) aftertax earnings as a percent
of service revenues and sales for each segment are set forth
below:
Service Revenues Aftertax Earnings
and Sales - as a % of Revenues
% Increase (Aftertax Margin)
---------------- ------------------
2000 vs. 1999 2000 1999
---------------- ------------------
Three Months Ended
June 30,
- ------------------
Roto-Rooter 19 % 7.0% 5.7%
Patient Care 5 1.6 3.0
Service America 4 2.7 3.6
Cadre Computer 15 3.0 1.1
Total 12 4.8 4.5
Six Months Ended
June 30,
- ------------------
Roto-Rooter 20 % 7.0% 5.7%
Patient Care 7 1.4 2.6
Service America 5 2.2 3.3
Cadre Computer 21 2.5 0.7
Total 14 4.7 4.3
Second Quarter 2000 versus Second Quarter 1999
- ----------------------------------------------
Service revenues and sales of the Roto-Rooter segment
for the second quarter of 2000 totaled $69,806,000, an increase
of 19% over the $58,591,000 recorded in the second quarter of
1999. Revenues of the drain cleaning business and the plumbing
services business increased 24% and 17%, respectively, for the
second quarter of 2000, as compared with revenues for 1999.
These revenues account for 42% and 41%, respectively, of Roto-
Rooter's total revenues and sales. Excluding businesses acquired
in 1999 and 2000, revenues for the second quarter of 2000
increased 14% over revenues recorded in 1999. The aftertax
margin of this segment during the second quarter of 2000 was 7.0%
as compared with 5.7% during the second quarter of 1999. This
increase is attributable to operating leverage as expenses
increased at a slower rate than revenues and to a lower effective
tax rate in 2000.
Page 10 of 15
Service revenues of the Patient Care segment increased
5% from $32,157,000 in the second quarter of 1999 to $33,689,000
in the second quarter of 2000. The aftertax margin of this
segment declined from 3.0% in the second quarter of 1999 to 1.6%
in the second quarter of 2000, as the result of higher interest
costs and higher cost of services (as a percent of revenues) in
2000. The higher interest costs are attributable to higher
working capital requirements and higher interest rates in 2000
and to the expenditure of cash for business combinations in 1999.
Higher cost of services are attributable primarily to higher wage
costs in 2000.
Service revenues and sales of the Service America
segment increased 4% from $18,662,000 in the second quarter of
1999 to $19,461,000 in the second quarter of 2000. This increase
is attributable to a 30% increase in revenues of Service
America's retail business which accounts for approximately 30% of
its total revenues. The aftertax margin of this segment declined
from 3.6% in the 1999 quarter to 2.7% in the 2000 quarter. This
decline is primarily attributable to higher health insurance
costs, higher workers' compensation costs and higher fuel costs
in 2000.
Income from operations increased from $6,199,000 in the
second quarter of 1999 to $9,183,000 in the second quarter of
2000 primarily due to the higher operating profit of the Roto-
Rooter segment.
Interest expense increased from $1,507,000 during the
second quarter of 1999 to $1,787,000 in the second quarter of
2000 due to increased borrowings to fund acquisitions under the
Company's revolving credit agreement.
Other income-net declined from $3,735,000 in the second
quarter of 1999 to $2,793,000 in the second quarter of 2000
primarily as the result of lower unrealized gains in 2000 on
assets held in excess benefit plans.
The effective income tax rate during the second quarter
of 2000 was 38.3% as compared with 39.3% during the second
quarter of 1999. The decline is primarily attributable to a
lower effective state and local income tax rate in 2000.
Net income during the second quarter of 2000 totaled
$6,113,000 ($.61 per diluted share) as compared with $5,114,000
($.49 per diluted share) in the 1999 quarter. Excluding gains on
the sales of investments in both periods, income for the second
quarter of 2000 was $4,991,000 ($.50 per diluted share) as
compared with $4,088,000 ($.39 per diluted share) for 1999.
Page 11 of 15
Six Months Ended June 30, 2000 Versus June 30, 1999
- ---------------------------------------------------
Service revenues and sales of the Roto-Rooter segment for
the first six months of 2000 totaled $137,530,000, an increase of 20%
over the $114,797,000 recorded in the second quarter of 1999.
Revenues of the drain cleaning business and the plumbing services
business increased 24% and 17%, respectively, for the first six months
of 2000, as compared with revenues for 1999. Excluding businesses
acquired in 1999 and 2000, revenues for the first six months of 2000
increased 15% over revenues for 1999. The aftertax margin of the
Roto-Rooter segment for the first six months of 2000 was 7.0% as
compared with 5.7% for 1999. This increase is attributable to
operating leverage as expenses increased at a slower rate than
revenues and to a lower effective tax rate in the 2000 period.
Service revenues of the Patient Care segment increased 7%
from $62,369,000 in the first six months of 1999 to $66,598,000 in the
first six months of 2000. Excluding revenues of businesses acquired
in 1999, revenues increased 5% in 2000 as compared with revenues for
1999. The aftertax margin of this segment declined from 2.6% in the
first six months of 1999 to 1.4% in 2000, largely as the result of
higher interest costs (as a percent of revenues) in 2000. The higher
interest costs are attributable to higher working capital requirements
and interest rates in 2000, and to the expenditure of cash for
business combinations in 1999.
Service revenues and sales of the Service America segment
increased 5% from $36,323,000 in the first six months of 1999 to
$38,215,000 in the first six months of 2000. This increase was
attributable to a 31% increase in revenues of Service America's retail
business. The aftertax margin of this segment declined from 3.3% in
the 1999 quarter to 2.2% in the 2000 quarter. This decline is
primarily attributable to higher health insurance costs, higher
workers' compensation costs and higher fuel costs in 2000.
Income from operations increased from $11,991,000 in the
first six months of 1999 to $16,722,000 in the first six months of
2000 primarily due to the higher operating profit of the Roto-Rooter
segment.
Interest expense increased from $3,101,000 during the first
six months of 1999 to $3,569,000 in the first six months of 2000 due
to increased borrowings to fund acquisitions under the Company's
revolving credit agreement.
Other income-net declined from $8,344,000 in the first six
months of 1999 to $5,189,000 in the first six months of 2000 primarily
as the result of lower gains on sales of investments and lesser
unrealized gains on assets held in excess benefit plans in 2000.
Page 12 of 15
The effective income tax rate during the first six months of 2000 was
38.0% as compared with 39.3% during the first six months of 1999. The
decline is primarily attributable to a lower effective state and local
income tax rate in 2000.
Net income during the first six months of 2000 totaled
$11,015,000 ($1.10 per diluted share) as compared with $10,469,000
($1.00 per diluted share) in the 1999 period. Excluding gains on the
sales of investments in both periods, income for the first six months
of 2000 was $9,216,000 ($.92 per diluted share) as compared with
$7,509,000 ($.71 per diluted share) for 1999.
Page 13 of 15
PART II -- OTHER INFORMATION
- ----------------------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) Chemed held its Annual Meeting of Shareholders on May 15,
2000.
(b) The names of directors elected at this Annual Meeting are as
follows:
Edward L. Hutton Sandra E. Laney
Rick L. Arquilla Kevin J. McNamara
James H. Devlin Spencer S. Lee
Charles H. Erhart, Jr. John M. Mount
Joel F. Gemunder Timothy S. O'Toole
Patrick P. Grace Donald E. Saunders
Thomas C. Hutton Paul C. Voet
Walter L. Krebs George J. Walsh, III
(c) The stockholders ratified the Board of Directors' selection
of PricewaterhouseCoopers LLP as independent accountants for
the Company and its consolidated subsidiaries for the year
2000. 9,150,428 votes were cast in favor of the proposal,
32,654 votes were cast against it, 23,468 votes abstained,
and three were broker nonvotes.
(d) The stockholders voted to amend Chemed Corporation's
Certificate of Incorporation, as amended, authorizing the
issuance of 700,000 shares of a new class of preferred stock.
6,051,718 votes were cast for the proposal, 1,039,793 votes
were cast against it, 71,924 votes abstained, and 2,043 votes
were broker non-votes.
With respect to the election of directors, the number of
votes cast for each nominee was as follows:
Votes For Votes Against
--------- -------------
Edward L. Hutton 8,227,774 978,777
Rick L. Arquilla 8,258,225 948,325
James H. Devlin 8,258,228 948,323
Charles H. Erhart, Jr. 8,236,937 969,614
Joel F. Gemunder 8,257,398 949,152
Patrick P. Grace 8,254,010 952,541
Thomas C. Hutton 8,254,776 951,774
Walter L. Krebs 8,245,025 961,525
Sandra E. Laney 8,256,157 950,393
Spencer S. Lee 8,259,753 946,797
Kevin J. McNamara 8,258,660 947,890
Page 14 of 15
John M. Mount 8,257,407 949,143
Timothy S. O'Toole 8,258,723 947,827
Donald E. Saunders 8,254,886 951,664
Paul C. Voet 8,172,916 1,033,635
George J. Walsh, III 8,259,063 947,488
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
Exhibit SK 601
No. Ref. No. Description
------- -------- ------------------
1 (27) Financial Data
Schedule
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.
Chemed Corporation
-------------------------
(Registrant)
Dated: August 10, 2000 By Naomi C. Dallob
---------------------- -------------------------
Naomi C. Dallob, Vice
President and Secretary
Dated: August 10, 2000 By Arthur V. Tucker, Jr.
---------------------- -------------------------
Arthur V. Tucker, Jr.
Vice President and
Controller (Principal
Accounting Officer)
Page 15 of 15