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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, 1995
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 9,869,392 Shares July 31, 1995
$1 Par Value
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Page 1 of 17<PAGE>
CHEMED CORPORATION AND
SUBSIDIARY COMPANIES
Index
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheet -
June 30, 1995 and
December 31, 1994 3
Consolidated Statement of Income -
Three months and six months ended
June 30, 1995 and 1994 4
Consolidated Statement of Cash Flows
Six months ended
June 30, 1995 and 1994 5
Notes to Unaudited Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8 - 13
PART II. OTHER INFORMATION 14 - 15
</TABLE>
Page 2 of 17<PAGE>
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
<TABLE>
<CAPTION>
June 30, December 31,
<F1> 1995 1994*
---------- ----------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 215 $ 4,722
Marketable securities 24,872 19,517
Accounts receivable, less allowances of $3,344 (1994 - $2,974) 86,253 81,822
Current portion of note receivable 5,591 5,740
Inventories
Raw materials 9,307 8,086
Finished goods and general merchandise 56,421 52,187
Statutory deposits 15,884 14,408
Other current assets 12,552 11,245
---------- ----------
Total current assets 211,095 197,727
Other investments 79,565 85,073
Note receivable - 5,455
Properties and equipment, at cost less accumulated
depreciation of $44,557 (1994 - $40,375) 77,042 77,116
Identifiable intangible assets less accumulated amortization
of $2,446 (1994 - $1,928) 20,766 21,192
Goodwill less accumulated amortization of $19,326 (1994 - $17,346) 117,152 113,417
Other assets 6,953 5,503
---------- ----------
Total Assets $ 512,573 $ 505,483
========== ==========
LIABILITIES
Current liabilities
Accounts payable $ 33,929 $ 31,386
Bank notes and loans payable 25,000 25,000
Current portion of long-term debt 6,728 6,391
Income taxes 15,405 17,233
Deferred contract revenue 23,976 22,630
Other current liabilities 39,079 40,026
---------- ----------
Total current liabilities 144,117 142,666
Deferred income taxes 8,152 7,606
Long-term debt 89,496 92,133
Other liabilities and deferred income 38,447 40,564
Minority interest 38,436 36,194
---------- ----------
Total Liabilities 318,648 319,163
---------- ----------
STOCKHOLDERS' EQUITY
Capital stock-authorized 15,000,000 shares $1 par;
issued 12,420,000 (1994 - 12,369,212) shares 12,420 12,369
Paid-in capital 140,341 138,733
Retained earnings 125,666 123,993
Treasury stock - 2,550,608 (1994 - 2,504,641) shares, at cost (72,775) (71,230)
Unearned compensation - ESOPs (35,926) (38,486)
Unrealized appreciation on investments 24,199 20,941
---------- ----------
Total Stockholders' Equity 193,925 186,320
---------- ----------
Total Liabilities and Stockholders' Equity $ 512,573 $ 505,483
========== ==========
See accompanying notes to unaudited financial statements.
<F1> * Reclassified to conform to 1995 presentation.
</TABLE>
Page 3 of 17<PAGE>
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
UNAUDITED
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- ---------------------
1995 1994 1995 1994
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Continuing Operations
Sales $116,860 $104,056 $225,458 $201,641
Service revenues 60,484 57,328 121,744 111,812
--------- --------- --------- ---------
Total sales and service revenues 177,344 161,384 347,202 313,453
--------- --------- --------- ---------
Cost of goods sold 80,836 71,405 155,443 138,525
Cost of services provided 37,206 35,809 75,365 69,847
Selling and marketing expenses 26,084 24,307 51,544 47,614
General and administrative expenses 22,408 20,555 44,479 39,835
Depreciation 2,959 2,729 5,824 5,383
--------- --------- --------- ---------
Total costs and expenses 169,493 154,805 332,655 301,204
--------- --------- --------- ---------
Income from operations 7,851 6,579 14,547 12,249
Interest expense (2,119) (2,167) (4,222) (4,214)
Other income, net 4,727 4,158 10,376 7,287
--------- --------- --------- ---------
Income before income taxes, equity
earnings and minority interest 10,459 8,570 20,701 15,322
Income taxes (4,027) (3,205) (7,841) (5,885)
Minority interest in earnings of
subsidiaries (1,127) (939) (2,170) (1,772)
--------- --------- --------- ---------
Income from continuing operations 5,305 4,426 10,690 7,665
Discontinued Operations - 3,591 901 6,029
--------- --------- --------- ---------
Net Income $ 5,305 $ 8,017 $ 11,591 $ 13,694
========= ========= ========= =========
Earnings Per Common Share
Income from continuing operations $ .54 $ .45 $ 1.08 $ .78
========= ========= ========= =========
Net income $ .54 $ .81 $ 1.17 $ 1.39
========= ========= ========= =========
Average Number of Shares Outstanding 9,869 9,847 9,866 9,836
========= ========= ========= =========
Cash Dividends Paid Per Share $ .51 $ .51 $ 1.02 $ 1.02
========= ========= ========= =========
See accompanying notes to unaudited financial statements.
</TABLE>
Page 4 of 17<PAGE>
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------
<F2> 1995 1994*
--------- ---------
<S> <C> <C>
Cash Flows From Operating Activities
Net income $ 11,591 $ 13,694
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,855 8,088
Gains on sale of investments (6,630) (4,226)
Minority interest in earnings of subsidiaries 2,170 1,772
Provision for deferred income taxes (980) (556)
Provision for uncollectible accounts receivable 910 804
Discontinued operations (901) (6,029)
Purchase of trading securities - (2,000)
Proceeds from sale of trading securities - 1,041
Changes in operating assets and liabilities,
excluding amounts acquired in business combinations
Increase in accounts receivable (4,115) (8,289)
Increase in inventories and other current assets (4,516) (1,652)
(Increase)/decrease in statutory deposits (1,476) 742
Increase in accounts payable,
deferred contract revenue and other
current liabilities 3,187 2,596
Increase/(decrease) in income taxes (2,071) 1,469
Other - net (971) (304)
--------- ---------
Net cash provided by operating activities 5,053 7,150
--------- ---------
Cash Flows From Investing Activities
Proceeds from sale of investments 13,982 7,142
Business combinations, net of cash acquired (8,553) (14,941)
Capital expenditures (6,131) (11,137)
Net proceeds from sale of discontinued operations 3,566 8,973
Purchase of marketable securities (1,700) (216)
Other - net (181) 1,717
--------- ---------
Net cash provided/(used) by investing activities 983 (8,462)
--------- ---------
Cash Flows From Financing Activities
Dividends paid (10,066) (10,040)
Proceeds from issuance of long-term debt - 10,000
Repayment of long-term debt (79) (3,553)
Other - net (398) 687
--------- ---------
Net cash used by financing activities (10,543) (2,906)
--------- ---------
Decrease In Cash And Cash Equivalents (4,507) (4,218)
Cash and cash equivalents at beginning of period 4,722 14,615
--------- ---------
Cash and cash equivalents at end of period $ 215 $ 10,397
========= =========
See accompanying notes to unaudited financial statements.
<F2> * Reclassified to conform to 1995 presentation.
</TABLE>
Page 5 of 17<PAGE>
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, 1994.
2. Earnings per common share are computed using the weighted
average number of shares of capital stock outstanding and
exclude the dilutive effect of outstanding stock options as
it is not material.
3. Discontinued operations include the following (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ----------------
1995 1994 1995 1994
-------- --------- ------- -------
<S> <C> <C> <C> <C>
Adjustment to the tax provision
on the sale of operations
discontinued in 1991 $ - $ 2,336 $ 901 $ 2,336
Gain on sale of Omnicare, Inc.
("Omnicare") stock, an equity
investment discontinued in
November 1994 - 569 - 2,386
Equity in earnings of Omnicare - 686 - 1,307
Total discontinued operations $ - $ 3,591 $ 901 $ 6,029
</TABLE>
4. During the second quarter of 1995, the Company's Veratex
Group acquired the business and assets of the CSD Medical
Division ("CSDM") of Central States Diversified Inc. for
$6,900,000 in cash plus contingent payments of up to
$750,000. CSDM is a manufacturer and distributor of
disposable paper products marketed under the ProTexMor brand.
The results of operations of CSDM are immaterial to the
consolidated results of the Company.
Page 6 of 17<PAGE>
The aggregate purchase price of CSDM and other purchase
accounting business combinations completed during the first
six months of 1995 was allocated on a preliminary basis as
follows (in thousands):
Working capital $ 2,767
Goodwill 5,546
Other-net 343
Total Net Assets 8,656
Less-cash and cash
equivalents acquired (103)
Net cash used $ 8,553
5. In July 1995 the Company's Veratex Group completed the sale
of the business and assets of its Veratex Retail division to
Henry Schein Inc. ("HSI") for $10 million in cash plus a $4.1
million note receivable due March 31, 1996. An additional
payment of up to $2 million dollars, contingent upon the
combined sales of Veratex Retail and HSI's retail group for
the year ended July 7, 1996, may be due from HSI in 1996.
This divestiture will permit the Veratex Group to focus its
efforts on its wholesale manufacturing and distribution
operation, Tidi Products Inc. ("Tidi"). Additionally, the
divestiture agreement stipulates that HSI will purchase
annual minimum quantities of medical and dental supplies from
Tidi for the next ten years.
The sale of Veratex Retail and resultant modest gain are not
expected to have a material impact on Chemed's results for
the year.
Page 7 of 17<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Financial Condition
-------------------
The decline in other investments from $85,073,000 at
December 31, 1994 to $79,565,000 was attributable to the
reclassification of a U.S. Treasury Note maturing in January 1996
($9,618,000) to current assets (marketable securities) partially
offset by appreciation of the Company's other noncurrent
marketable investments. During the second quarter approximately
$5,000,000 of marketable securities were sold to provide funding
for the acquisition of Central States Diversified Medical
Division by the Veratex Group.
The decline in the noncurrent note receivable from
$5,455,000 at December 31, 1994 to nil at June 30, 1995 is due to
the reclassification of the last installment of the note (due
April 1, 1996) to current assets.
At June 30, 1995 Chemed had approximately $38,125,000
of unused lines of credit with various banks. Based on the
Company's current financial position and its available credit
lines, management believes its sources of capital and liquidity
are satisfactory for the Company's needs in the foreseeable
future.
Page 8 of 17<PAGE>
Results of Operations
---------------------
Sales and service revenues and operating profit from
continuing operations by business segment follow (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -----------------
1995 1994 1995 1994
------- -------- -------- -------
Sales and Service
Revenues
-----------------
<S> <C> <C> <C> <C>
National Sanitary Supply $ 85,571 $ 76,975 $166,364 $148,435
Roto-Rooter 43,271 41,900 86,998 83,436
Veratex 25,843 24,931 50,701 48,897
Patient Care 22,659 17,578 43,139 32,685
-------- ------- -------- --------
Total $177,344 $161,384 $347,202 $313,453
======== ======== ======== ========
Operating Profit
----------------
National Sanitary Supply $ 2,876 $ 2,437 $ 4,859 $ 3,924
Roto-Rooter 3,720 3,477 7,594 7,003
Veratex 1,454 1,764 2,905 3,385
Patient Care 1,202 541 2,058 1,037
-------- ------- -------- --------
Total $ 9,252 $ 8,219 $ 17,416 $ 15,349
======== ======== ======== ========
</TABLE>
Data relating to (a) growth in sales and service revenues and
(b) operating profit as a percent of sales and service revenues
for each segment are set forth below:
<TABLE>
<CAPTION>
Sales and Operating Profit
Service Revenues as a % of Sales
% Increase (Operating Profit)
---------------- -------------------
1995 vs. 1994 1995 1994
---------------- -------- ---------
Three Months Ended
June 30,
------------------
<S> <C> <C> <C>
National Sanitary Supply 11% 3.4% 3.2%
Roto-Rooter 3 8.6 8.3
Veratex 4 5.6 7.1
Patient Care 29 5.3 3.1
Total 10 5.2 5.1
Six Months Ended
June 30,
------------------
National Sanitary Supply 12% 2.9% 2.6%
Roto-Rooter 4 8.7 8.4
Veratex 4 5.7 6.9
Patient Care 32 4.8 3.2
Total 11 5.0 4.9
</TABLE>
Page 9 of 17<PAGE>
Second Quarter 1995 Versus Second Quarter 1994
----------------------------------------------
Net sales of the National Sanitary Supply segment for
the second quarter of 1995 totaled $85,571,000, an increase of
11% over sales recorded during the second quarter of 1994. Most
locations throughout the United States experienced sales volume
increases resulting from enhanced sales and marketing efforts
such as a full-line product catalog and focused promotional
programs. Price increases also helped fuel sales growth during
the second quarter. The operating margin of this segment
improved from 3.2% during the second quarter of 1994 to 3.4%
during the second quarter of 1995.
Sales and service revenues of the Roto-Rooter segment
for the second quarter of 1995 totaled $43,271,000, an increase
of 3% over the $41,900,000 of revenues recorded for the second
quarter of 1994. For the second quarter of 1995, plumbing
revenues, which account for approximately one-fifth of total
revenues, and sewer and drain cleaning revenues, which account
for approximately one-third, increased 16% and 12%,respectively,
over amounts recorded in the comparable quarter of 1994.
Revenues of Roto-Rooter's service contract business (Service
America) for the second quarter of 1995, which account for
approximately one-third of this segment's total revenue, declined
10% as compared with revenues recorded in the second quarter of
1994. This decrease was attributable to the sale of Service
America's maintenance and management subsidiary effective March
31, 1995. The sale of this marginal business permits management
to focus its efforts on the core appliance and air conditioning
repair and maintenance business. The operating margin of the
Roto-Rooter segment increased from 8.3% during the second quarter
of 1994 to 8.6% during the second quarter of 1995 primarily as a
result of cost management during the period.
Sales of the Veratex segment increased from $24,931,000
during the second quarter of 1994 to $25,843,000 during the
second quarter of 1995, an increase of 4%. The operating margin
of this segment, however, declined from 7.1% during the second
quarter of 1994 to 5.6% during the comparable quarter of 1995.
This decline is attributable to a decline in the gross margin of
the retail business, as a result of growing price competition due
to industry and market consolidation in the retail segment. On
July 7, 1995, the retail division of the Veratex Group was sold
to Henry Schein, Inc. This divestiture will permit the Veratex
Group to focus on its wholesale manufacturing and distribution
operation, Tidi Products, Inc.
Page 10 of 17<PAGE>
Total revenues of the Patient Care segment increased
from $17,578,000 in the second quarter of 1994 to $22,659,000 in
the second quarter of 1995. This 29% revenue increase is
attributable to the opening of several new branches in 1994 and
the first part of 1995. As a result of the significant revenue
growth, Patient Care was able to leverage its fixed costs and
improve its operating margin from 3.1% during the second quarter
of 1994 to 5.3% during the second quarter of 1995.
Income from operations increased from $6,579,000 in the
second quarter of 1994 to $7,851,000 during the second quarter of
1995, primarily as a result of increases in operating profit
reported by National Sanitary Supply, Roto-Rooter and Patient
Care.
Other income for the second quarter of 1995 totalled
$4,727,000 as compared with $4,158,000 for the second quarter of
1994. This increase was attributable to larger gains on sales of
investments in the 1995 quarter coupled with increased interest
income due to larger balances of cash, cash equivalents and
marketable securities during 1995.
During the second quarter of 1995 the Company's
effective income tax rate was 38.5% as compared with 37.4% during
the comparable period of 1994. The higher rate in 1995 was
attributable primarily to a higher effective state and local
income tax rate.
Chemed's income from continuing operations increased
from $4,426,000 ($.45 per share) during the second quarter of
1994 to $5,305,000 ($.54 per share) during the second quarter of
1995. Earnings for 1995 include aftertax gains aggregating
$1,858,000 ($.19 per share) from the sale of various investments
during the second quarter of 1995. During the second quarter of
1994 the Company recorded aftertax gains of $1,692,000 ($.17 per
share) from the sale of a portion of its investments.
Net income for 1995's second quarter totalled
$5,305,000 ($.54 per share) as compared with $8,017,000 ($.81 per
share) for the second quarter of 1994. Discontinued operations
in 1994 included an adjustment to the taxes provided on the sale
of operations discontinued in 1991 ($2,336,000) and income from
Omnicare, an equity investment which was discontinued in November
1994.
Page 11 of 17<PAGE>
Six Months Ended June 30, 1995 Versus June 30, 1994
---------------------------------------------------
The National Sanitary Supply segment recorded sales of
$166,364,000 during the first six months of 1995, an increase of
12% over amounts recorded over the comparable period of 1994.
Sales increases were recorded in most areas of the country and
were the result of both sales price and sales volume increases in
1995. National Sanitary's operating margin increased from 2.6%
during the first six months of 1994 to 2.9% during the comparable
period of 1995.
Sales and service revenues of the Roto-Rooter segment
for the first six months of 1995 increased by 4% as compared with
amounts recorded during the first six months of 1994. This
modest sales growth was attributable to an 8% decline in the
revenues of Roto-Rooter's service contract business (Service
America) coupled with revenue increases of 12% and 13%,
respectively, in Roto-Rooter's basic sewer, drain cleaning and
plumbing repair business for the 1995 period. The decline in
Service America's revenues during 1995 is attributable to the
sale of the management and maintenance business during the first
quarter of 1995. As a result of good cost management, this
segment's operating margin increased from 8.4% during the first
six months of 1994 to 8.7% during the first six months of 1995.
The Veratex segment recorded sales of $50,701,000
during the first six months of 1995, an increase of 4% over sales
during the first six months of 1994. As a result of declining
gross profit margins of the recently sold retail division of this
segment, the operating margin of Veratex declined from 6.9% in
the first six months of 1994 to 5.7% during the first six months
of 1995.
The Patient Care segment recorded sales of $43,139,000
during the first six months of 1995, an increase of 32% over the
$32,685,000 recorded in the first six months of 1994. As a
result, the operating profit margin of this segment improved from
3.2% during the first six months of 1994 to 4.8% during the first
six months of 1995. As mentioned previously, the increased sales
and improved operating margin of this segment were primarily a
result of branch openings during the latter part of 1994 and
first part of 1995.
Income from operations increased from $12,249,000 in
the first six months of 1994 to $14,547,000 during the comparable
period of 1995. This increase was attributable to increases in
the operating profit reported by National Sanitary Supply, Roto-
Rooter and Patient Care during the 1995 six-month period.
Page 12 of 17<PAGE>
Other income for the first six months of 1995 totalled
$10,376,000 as compared with $7,287,000 for the first six months
of 1994. The increase during the 1995 period was primarily
attributable to larger gains on the sales of investments during
the 1995 period, coupled with increased interest income in 1995.
For the first six months the Company's effective income
tax rate was 37.9% as compared with 38.4% during the comparable
period of 1994.
Chemed's income from continuing operations increased
from $7,665,000 ($.78 per share) during the first six months of
1994 to $10,690,000 ($1.08 per share) during the first six months
of 1995. Earnings for the six-month periods included aftertax
gains from sales of the Company's investments of $4,321,000, or
$.43 per share, and $2,563,000, or $.26 per share, in 1995 and
1994, respectively.
Net income for the first six months of 1995 totalled
$11,591,000 ($1.17 per share) as compared with $13,694,000 ($1.39
per share) for the first six months of 1994. Net income for the
first six months of 1995 and 1994 include favorable adjustments
relative to discontinued operations amounting to $901,000 and
$2,336,000, respectively. In addition, income from discontinued
operations for the 1994 period included equity earnings from
Omnicare Inc. and gains on the sale of Omnicare stock.
Page 13 of 17<PAGE>
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, 1995.
(b) The names of each director elected at this Annual Meeting
are as follows:
Edward L. Hutton James A. Cunningham
James H. Devlin Charles H. Erhart, Jr.
Joel F. Gemunder William R. Griffin
Thomas C. Hutton W. L. Krebs
Sandra E. Laney Kevin J. McNamara
John M. Mount Timothy S. O'Toole
D. Walter Robbins, Jr. Paul C. Voet
(c) The stockholders then ratified the Board of Directors'
selection of Price Waterhouse LLP as independent accountants
for the Company and its consolidated subsidiaries for the
year 1995: 8,561,065 votes were cast in favor of the
proposal, 64,071 votes were cast against it, and 62,813
votes abstained.
The stockholders then adopted a resolution ratifying the
approval and adoption of the 1995 Stock Incentive Plan by
the Board of Directors: 6,279,365 votes were cast in favor
of the resolution, 604,626 votes were cast against it,
201,086 votes abstained and 39,480 were broker non-votes.
With respect to the election of directors, the number of
votes cast for each nominee was as follows:
<TABLE>
<CAPTION>
Votes Votes
Votes For Against Withheld
--------- ------- --------
<S> <C> <C> <C>
E.L. Hutton 8,536,835 151,114 91,580
J.A. Cunningham 8,591,696 96,253 36,719
J.H. Devlin 8,559,396 88,553 29,019
C.H. Erhart, Jr. 8,497,617 190,332 130,798
J.F. Gemunder 8,593,869 94,080 34,546
W.R. Griffin 8,600,123 87,826 28,292
T.C. Hutton 8,593,777 94,172 34,638
W.C. Krebs 8,601,592 86,357 26,823
S.E. Laney 8,593,482 94,467 34,933
K.J. McNamara 8,598,771 89,178 29,644
J.M. Mount 8,596,633 91,316 31,782
T.S. O'Toole 8,598,876 89,073 29,539
D.W. Robbins, Jr. 8,475,458 212,491 152,957
P.C. Voet 8,594,386 93,563 34,029
</TABLE>
Page 14 of 17<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
<TABLE>
<CAPTION>
Exhibit SK 601 Page
No. Ref. No. Description No.
------- -------- ------------------ ----------
<C> <C> <S> <C>
1 (11) Statement re:
Computation of Per
Share Earnings E-1 - E-2
2 (27) Financial Data
Schedule E-3
</TABLE>
(b) Reports on Form 8-K - None.
---------------------------
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 11, 1995 By Naomi C. Dallob
---------------------- -------------------------
Naomi C. Dallob
Vice President and Secretary
Dated: August 11, 1995 By Arthur V. Tucker
---------------------- -------------------------
Arthur V. Tucker
Vice President and
Controller (Principal
Accounting Officer)
Page 15 of 17<PAGE>
EXHIBIT 11
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
COMPUTATION OF PER SHARE EARNINGS
(in thousands except per share data)
<TABLE>
<CAPTION>
Income from Continuing Operations
-----------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -------------------
1995 1994 1995 1994
-------- -------- -------- -------
Computation of Earnings Per
Common and Common
<F3> Equivalent Share (a):
---------------------------
<S> <C> <C> <C> <C>
Reported Income $ 5,305 $ 4,426 $10,690 $ 7,665
======== ======== ======== =======
Average number of shares
used to compute earnings
per common share 9,869 9,847 9,866 9,836
Effect of unexercised
stock options 42 64 38 62
-------- -------- -------- --------
Average number of shares
used to compute earnings
per common and common
equivalent share 9,911 9,911 9,904 9,898
======== ======== ======== ========
Earnings per common and
common equivalent share $ 0.54 $ 0.45 $ 1.08 $ 0.77
======== ======== ======== ========
Computation of Earnings Per
Common Share Assuming
<F3> Full Dilution (a):
---------------------------
Reported Income $ 5,305 $ 4,426 $10,690 $ 7,665
======== ======== ======== ========
Average number of shares
used to compute earnings
per common share 9,869 9,847 9,866 9,836
Effect of unexercised
stock options 68 78 68 78
-------- -------- -------- --------
Average number of shares
used to compute earnings
per common share assuming
full dilution 9,937 9,925 9,934 9,914
======== ======== ======== ========
Earnings per common share
assuming full dilution $ 0.53 $ 0.45 $ 1.08 $ 0.77
======== ======== ======== ========
-------------------
<F3>
(a) This calculation is submitted in accordance with Regulation S-K Item 601
(11) although it is not required by APB Opinion No. 15 because it results
in dilution of less than 3%.
</TABLE>
E - 1
Page 16 of 17<PAGE>
EXHIBIT 11
(continued)
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
COMPUTATION OF PER SHARE EARNINGS
(in thousands except per share data)
<TABLE>
<CAPTION>
Net Income
-----------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- ------------------
1995 1994 1995 1994
-------- -------- -------- -------
Computation of Earnings Per
Common and Common
<F4> Equivalent Share (a):
---------------------------
<S> <C> <C> <C> <C>
Reported Income $ 5,305 $ 8,017 $11,591 $13,694
======== ======== ======== ========
Average number of shares
used to compute earnings
per common share 9,869 9,847 9,866 9,836
Effect of unexercised
stock options 42 64 38 62
-------- -------- -------- --------
Average number of shares
used to compute earnings
per common and common
equivalent share 9,911 9,911 9,904 9,898
======== ======== ======== ========
Earnings per common and
common equivalent share $ 0.54 $ 0.81 $ 1.17 $ 1.38
======== ======== ======== ========
Computation of Earnings Per
Common Share Assuming
<F4> Full Dilution (a):
---------------------------
Reported Income $ 5,305 $ 8,017 $11,591 $13,694
======== ======== ======== ========
Average number of shares
used to compute earnings
per common share 9,869 9,847 9,866 9,836
Effect of unexercised
stock options 68 78 68 78
-------- -------- -------- --------
Average number of shares
used to compute earnings
per common share assuming
full dilution 9,937 9,925 9,934 9,914
======== ======== ======== ========
Earnings per common share
assuming full dilution $ 0.53 $ 0.81 $ 1.17 $ 1.38
======== ======== ======== ========
--------------------
<F4>
(a) This calculation is submitted in accordance with Regulation S-K Item 601
(11) although it is not required by APB Opinion No. 15 because it results
in dilution of less than 3%.
</TABLE>
E - 2
Page 17 of 17<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1995 FOR CHEMED CORPORATION AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000019584
<NAME> CHEMED CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 215
<SECURITIES> 24,872
<RECEIVABLES> 89,597
<ALLOWANCES> (3,344)
<INVENTORY> 65,728
<CURRENT-ASSETS> 211,095
<PP&E> 121,599
<DEPRECIATION> (44,557)
<TOTAL-ASSETS> 512,573
<CURRENT-LIABILITIES> 144,117
<BONDS> 89,496
<COMMON> 12,420
0
0
<OTHER-SE> 181,505
<TOTAL-LIABILITY-AND-EQUITY> 512,573
<SALES> 225,458
<TOTAL-REVENUES> 347,202
<CGS> 155,443
<TOTAL-COSTS> 230,808
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 910
<INTEREST-EXPENSE> 4,222
<INCOME-PRETAX> 20,701
<INCOME-TAX> 7,841
<INCOME-CONTINUING> 10,690
<DISCONTINUED> 901
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,591
<EPS-PRIMARY> 1.17
<EPS-DILUTED> 1.17
</TABLE>
