- -------------------------------------------------------------------
- -------------------------------------------------------------------
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, 1997
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 10,040,010 Shares July 31, 1997
$1 Par Value
- -------------------------------------------------------------------
- -------------------------------------------------------------------
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, 1997 and
December 31, 1996 3
Consolidated Statement of Income -
Three months and six months ended
June 30, 1997 and 1996 4
Consolidated Statement of Cash Flows
Six months ended
June 30, 1997 and 1996 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,
1997 1996
---------- ----------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 12,361 $ 11,935
Accounts receivable, less allowances of $3,812 (1996 - $2,925) 85,984 77,622
Inventories
Raw materials 6,418 6,515
Finished goods and general merchandise 44,360 45,873
Statutory deposits 16,980 19,962
Other current assets 37,878 30,452
---------- ----------
Total current assets 203,981 192,359
Other investments 43,097 62,098
Properties and equipment, at cost less accumulated depreciation
of $61,659 (1996 - $56,653) 90,529 83,259
Identifiable intangible assets less accumulated amortization
of $4,932 (1996 - $3,977) 18,452 17,295
Goodwill less accumulated amortization of $27,761 (1996 - $25,292) 189,213 186,933
Other assets 17,741 17,406
---------- ----------
Total Assets $ 563,013 $ 559,350
========== ==========
LIABILITIES
Current liabilities
Accounts payable $ 26,312 $ 25,747
Bank notes and loans payable 5,110 5,000
Current portion of long-term debt 15,689 12,550
Income taxes 5,345 5,209
Deferred contract revenue 25,606 24,735
Other current liabilities 46,450 51,307
---------- ----------
Total current liabilities 124,512 124,548
Deferred income taxes 4,575 6,650
Long-term debt 164,026 158,168
Other liabilities and deferred income 39,874 41,273
Minority interest 12,086 10,820
---------- ----------
Total Liabilities 345,073 341,459
---------- ----------
STOCKHOLDERS' EQUITY
Capital stock-authorized 15,000,000 shares $1 par;
issued 12,867,564 (1996 - 12,767,565) shares 12,868 12,768
Paid-in capital 153,263 150,296
Retained earnings 143,703 139,262
Treasury stock - 2,828,604 (1996 - 2,815,655) shares, at cost (83,408) (82,943)
Unearned compensation - ESOPs (26,814) (27,554)
Unrealized appreciation on investments 18,328 26,062
---------- ----------
Total Stockholders' Equity 217,940 217,891
---------- ----------
Total Liabilities and Stockholders' Equity $ 563,013 $ 559,350
========== ==========
See accompanying notes to unaudited financial statements.
</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,
-------------------- ---------------------
1997 1996 1997 1996
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Continuing Operations
Sales $101,167 $ 99,879 $196,099 $199,642
Service revenues 81,550 70,592 155,170 138,290
--------- --------- --------- ---------
Total sales and service revenues 182,717 170,471 351,269 337,932
--------- --------- --------- ---------
Cost of goods sold 68,635 67,656 132,946 135,790
Cost of services provided 51,233 42,720 96,337 84,289
Selling and marketing expenses 25,291 24,639 49,989 48,897
General and administrative expenses 26,855 24,397 50,892 47,913
Depreciation 2,683 3,029 6,630 6,002
--------- --------- --------- ---------
Total costs and expenses 174,697 162,441 336,794 322,891
--------- --------- --------- ---------
Income from operations 8,020 8,030 14,475 15,041
Interest expense (3,046) (1,900) (5,802) (3,831)
Other income, net 4,309 5,181 14,536 21,479
--------- --------- --------- ---------
Income before income taxes and
minority interest 9,283 11,311 23,209 32,689
Income taxes (3,364) (4,237) (8,697) (12,211)
Minority interest in earnings of
subsidiaries (225) (1,386) (331) (2,593)
--------- --------- --------- ---------
Income from continuing operations 5,694 5,688 14,181 17,885
Discontinued Operations 598 - 598 -
--------- --------- --------- ---------
Net Income $ 6,292 $ 5,688 $ 14,779 $ 17,885
========= ========= ========= =========
Earnings Per Common Share
Income from continuing operations $ .57 $ .58 $ 1.42 $ 1.82
========= ========= ========= =========
Net income $ .63 $ .58 $ 1.48 $ 1.82
========= ========= ========= =========
Average Number of Shares Outstanding 10,035 9,837 10,018 9,852
========= ========= ========= =========
Cash Dividends Paid Per Share $ .52 $ .52 $ 1.04 $ 1.04
========= ========= ========= =========
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,
-----------------------
1997 1996*
--------- ---------
<S> <C> <C>
Cash Flows From Operating Activities
Net income $ 14,779 $ 17,885
Adjustments to reconcile net income to net cash
provided by operating activities:
Gains on sale of investments (12,235) (17,431)
Depreciation and amortization 10,775 9,404
Discontinued operations (598) -
Provision for uncollectible accounts receivable 587 712
Minority interest in earnings of subsidiaries 331 2,593
Provision for deferred income taxes 282 (2,310)
Changes in operating assets and liabilities,
excluding amounts acquired in business combinations
Increase in accounts receivable (5,166) (635)
Decrease in inventories and other current assets 1,532 2,276
(Increase)/decrease in statutory deposits 2,982 (562)
Decrease in accounts payable, deferred contract
revenue and other current liabilities (3,649) (2,193)
Increase in income taxes 1,585 1,930
Other - net (1,368) (2,690)
--------- ---------
Net cash provided by operating activities 9,837 8,979
--------- ---------
Cash Flows From Investing Activities
Proceeds from sale of investments 14,060 30,349
Capital expenditures (13,708) (9,118)
Business combinations, net of cash acquired (10,767) (3,532)
Net proceeds from discontinued operations (1,317) (1,065)
Other-net 30 162
--------- ---------
Net cash provided/(used) by investing activities (11,702) 16,796
--------- ---------
Cash Flows From Financing Activities
Proceeds from issuance of long-term debt 35,000 -
Repayment of long-term debt (23,112) (221)
Dividends paid (10,436) (10,253)
Purchase of treasury stock - (2,657)
Other - net 839 424
--------- ---------
Net cash provided/(used) by financing activities 2,291 (12,707)
--------- ---------
Increase In Cash And Cash Equivalents 426 13,068
Cash and cash equivalents at beginning of period 11,935 19,187
--------- ---------
Cash and cash equivalents at end of period $ 12,361 $ 32,255
========= =========
See accompanying notes to unaudited financial statements.
* Reclassified to conform to 1997 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, 1996.
2. Primary 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.
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128
("SFAS 128"), Earnings Per Share, effective for reporting
periods ending after December 15, 1997. Adoption of SFAS 128
in December 1997 is not expected to impact the Company's
reported earnings per share.
3. Following the resolution of issues pertaining to the
Company's accruals for income taxes relative to the sale of
stock it held in Omnicare Inc. ("Omnicare") in 1994, the
Company recorded an adjustment of $920,000 ($598,000 net of
federal income taxes) to its state and local income tax
provision in the second quarter of 1996. This adjustment is
classified as "discontinued operations" in the statement of
income.
4. During the first six months of 1997, the Company completed
eleven purchase business combinations in the Patient Care,
Roto Rooter and National Sanitary Supply segments for an
aggregate purchase price of $10,767,000 in cash. The
aggregate purchase price was allocated as follows on the next
page (in thousands):
Page 6 of 17<PAGE>
Working capital $ 1,822
Identifiable intangible assets 598
Goodwill 8,479
Other (132)
-------
Net Cash Outlay $10,767
=======
Pro forma results of operations, assuming these acquisitions
had been completed on January 1, 1997, is not materially
different from the historical financial results.
5. On August 11, 1997, Chemed announced that its 82%-owned
subsidiary, National Sanitary Supply Company ("National") had
signed a definitive merger agreement with Unisource Worldwide
Inc. ("Unisource") whereby National will be merged into a
wholly owned subsidiary of Unisource. Chemed, as majority
shareholder of National, approved the transaction by written
consent. The merger, which is subject to normal and
customary conditions as well as completion of due diligence
by Unisource, is expected to be consummated within 90 days.
Upon completion of the transaction National's shareholders
will receive a cash payment of $21 per share. Chemed's gross
cash proceeds, which include the refinancing of debt and tax
payment sharing, are estimated to be approximately $138
million.
Chemed's share of National's net income was as follows (in
thousands):
For the six months ended June 30, 1997 $1,511
For the six months ended June 30, 1996 1,803
For the year ended December 31, 1996 4,182
Page 7 of 17<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Financial Condition
- -------------------
The increase in accounts receivable from $77.6 million
at December 31, 1996 to $86.0 million is attributable to larger
sales recorded in the second quarter of 1997 as compared with
sales for the fourth quarter of 1996. At both dates, accounts
receivable on hand represents approximately 1.3 months sales.
The increase in other current assets from $30.5 million at
December 31, 1996 to $37.9 million is primarily attributable to
an increase in the current portion of redeemable preferred stock
of Vitas Healthcare Corporation ("Vitas"), a privately-held
provider of hospice services to the terminally ill.
Vitas is continuing to explore long-term financing
alternatives to increase its liquidity. Vitas' debt covenants
did not permit its timely payment of the preferred dividends due
Chemed on January 15 and July 15, 1997 ($1,215,000 each). In
addition, the mandatory redemptions of preferred stock due June
30, 1997 have been rescheduled to August 31 1997 ($12,150,000).
Nonetheless, Vitas has recorded improved financial results during
1997 and has approved for payment in August 1997, one half of the
preferred dividend due July 15, 1997. On the basis of current
information, management believes the Company's investment in
Vitas is fully recoverable and that no permanent impairment
exists.
At June 30, 1997 Chemed had approximately $39.8 million
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,
------------------- -----------------
1997 1996 1997 1996
------- -------- -------- -------
Sales and Service
Revenues
- -----------------
<S> <C> <C> <C> <C>
Roto-Rooter $ 53,305 $ 50,038 $105,029 $ 97,821
National Sanitary Supply 78,353 77,210 152,702 154,487
Patient Care 32,714 24,953 58,647 48,843
Omnia 18,345 18,270 34,891 36,781
-------- ------- -------- --------
Total $182,717 $170,471 $351,269 $337,932
======== ======== ======== ========
Operating Profit
- ----------------
Roto-Rooter $ 4,820 $ 4,589 $ 9,281 $ 8,788
National Sanitary Supply 2,395 2,578 3,829 4,462
Patient Care 1,473 1,493 2,458 2,566
Omnia 883 889 1,571 2,382
-------- ------- -------- --------
Total $ 9,571 $ 9,549 $ 17,139 $ 18,198
======== ======== ======== ========
</TABLE>
Data relating to (a) increase or decrease 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 Service Operating Profit
Revenues % as a % of Sales
Increase/(Decrease) (Operating Profit)
----------------- -----------------
1997 vs. 1996 1997 1996
----------------- ------- --------
Three Months Ended
June 30,
- ------------------
<S> <C> <C> <C>
Roto-Rooter 7 % 9.0% 9.2%
National Sanitary Supply 1 3.1 3.3
Patient Care 31 4.5 6.0
Omnia - 4.8 4.9
Total 7 5.2 5.6
Six Months Ended
June 30,
- ------------------
Roto-Rooter 7 % 8.8% 9.0%
National Sanitary Supply (1) 2.5 2.9
Patient Care 20 4.2 5.3
Omnia (5) 4.5 6.5
Total 4 4.9 5.4
</TABLE>
Page 9 of 17<PAGE>
Second Quarter 1997 versus Second Quarter 1996
- ----------------------------------------------
Sales and service revenues of the Roto-Rooter segment
for the second quarter of 1997 totalled $53,305,000, an increase
of 7% over revenues recorded for the second quarter of 1996. For
the second quarter of 1997, plumbing revenues, which account for
approximately one-fourth of total revenues, and sewer and drain
cleaning revenues, which account for approximately one-third of
total revenues, increased 8% and 00%, respectively, over amounts
recorded in the comparable quarter of 1996. In addition,
revenues of Roto-Rooter's service contract business for the
second quarter of 1997, which account for approximately 30% of
total revenues, increased 11% over revenues recorded in the
second quarter of 1996. The operating margin of this segment
declined slightly from 9.2% during the second quarter of 1996 to
9.0% during the second quarter of 1997, primarily as a result of
additional amortization of goodwill in the 1997 period. This
goodwill arose from Chemed's purchase of the Roto-Rooter minority
interest during the third quarter of 1996.
Sales of the National Sanitary Supply segment for the
second quarter of 1997 totalled $78,353,000, an increase of 1%
versus sales recorded during the second quarter of 1996. This
moderate sales growth reflects deflationary pricing in paper
products and the loss of sales to certain foodservice accounts.
The operating margin declined slightly from 3.3% during the
second quarter of 1996 to 3.1% during the second quarter of 1997.
Service revenues of the Patient Care segment increased
31% from $24,953,000 in the second quarter of 1996 to $32,714,000
in the second quarter of 1997. Excluding the sales of Priority
Care, acquired in second quarter of 1997, Patient Care's sales
for 1997 increased 6% over sales recorded in 1996. The operating
margin of the Patient Care segment declined from 6.0% during the
second quarter of 1996 to 4.5% during the second quarter of 1997,
due to market pressures on pricing and increasing general and
administrative expenses, as a percent of revenues.
During the second quarter of 1997 the Omnia group
recorded net sales of $18,345,000, essentially the same as sales
recorded in the second quarter of 1996. The operating margin of
Omnia Group was 4.9% during the second quarter of 1996 and 4.8%
during the second quarter of 1997.
Interest expense increased from $1,900,000 in the
second quarter of 1996 to $3,046,000 in the second quarter of
1997, primarily due to the increased borrowings incurred as a
result of Chemed's purchase of Roto-Rooter's minority interest in
the third quarter of 1996.
Page 10 of 17<PAGE>
Other income declined from $5,181,000 in the second
quarter of 1996 to $4,309,000 in the second quarter of 1997,
primarily as a result of reduced interest income in the 1997
period. This reduction was attributable primarily to the use of
a portion of Chemed's excess cash for the previously mentioned
purchase of the Roto-Rooter minority interest in the third
quarter of 1996.
During the second quarter of 1997 the Company's
effective income tax rate was 36.2% as compared with 37.5% during
the comparable period of 1996. The lower rate in 1997 was
attributable primarily to increases in ESOP dividend tax credits
and job tax credits, as a percent of pretax income during the
period.
Chemed's income from continuing operations increased
from $5,688,000 ($.58 per share) during the second quarter of
1996 to $5,694,000 ($.57 per share) during the second quarter of
1997. Earnings for 1997 and 1996 included aftertax gains
aggregating $2,026,000 ($.20 per share) and $1,995,000 ($.20 per
share), respectively, from the sales of investments.
Net income for the second quarter of 1997 totalled
$6,292,000 ($.63 per share) and included favorable tax
adjustments related to the settlement of tax issues relative to
the operations discontinued in 1994 amounting to $598,000 ($.06
per share).
Six Months Ended June 30, 1997 Versus June 30, 1996
- ---------------------------------------------------
Sales and service revenues of the Roto-Rooter segment
for the first six months of 1997 increased 7% versus sales
recorded during the first six months of 1996. This sales growth
was attributable to revenue increases of 00% and 00%,
respectively, in Roto-Rooter's sewer and drain cleaning and
plumbing repair businesses for the 1997 period. In addition,
sales of Roto-Rooter's service contract business increased 9%
during 1997 as compared with sales recorded during the 1996
period. The operating margin of this segment declined slightly
from 9.0% during the first six months of 1996 to 8.8% during the
first six months of 1997, primarily as a result of increased
goodwill amortization.
The National Sanitary Supply segment recorded sales of
$152,702,000 during the first six months of 1997, a decline of 1%
versus sales recorded during the comparable period of 1996. This
decline was primarily attributable to deflationary pricing of
paper products and the loss of sales of certain food service
accounts. National Sanitary's operating margin was 2.5% during
Page 11 of 17<PAGE>
the first six months of 1996 as compared with 2.9% during the
first six months of 1997. This decline was primarily
attributable to an increase in general and administrative
expenses coupled with a lack of sales growth during the 1997
period.
The Patient Care segment recorded service revenues of
$58,647,000 during the first six months of 1997, an increase of
20% over revenues recorded in the first six months of 1996.
Excluding the sales of Priority Care, this sales growth would
have been 7%. The operating margin of Patient Care during the
first six months of 1997 was 4.2% as compared with 5.3% during
the first six months of 1996. This decline was primarily
attributable to a decline in gross profit margin in the 1997
period, largely as the result of market pricing pressures.
The Omnia segment recorded sales of $34,891,000, a
decline of 5% versus sales recorded during the first six months
of 1996. Also, the operating margin of the Omnia segment
declined from 6.5% during the first six months of 1996 to 4.5%
during the comparable period of 1997. These declines were due
primarily to lower paper-products selling prices in the first
quarter of 1997 as compared with the first quarter of 1996.
Income from operations declined from $15,041,000 during
the first six months of 1996 to $14,475,000 during the comparable
period of 1997. This decline was primarily attributable to the
decline in the operating profit reported by Omnia segment.
Interest expense for the first six months of 1997
totalled $5,802,000 as compared with $3,831,000 for the first six
months of 1996. This increase was primarily attributable to
increased borrowings resulting from the third quarter 1996
purchase of the Roto-Rooter minority interest by Chemed.
Other income for the first six months of 1997 declined
from $21,479,000 in the first six months of 1996 to $14,536,000
in the first six months of 1997. This decline was primarily
attributable to larger gains on the sales of investments recorded
during the 1996 period versus such gains recorded in 1997.
For the first six months of 1997 the Company's
effective income tax rate was 37.5%, essentially equal to the
37.4% effective rate for the first six months of 1996.
Chemed's income from continuing operations declined
from $17,885,000 ($1.82 per share) during the first six months of
1996 to $14,181,000 ($1.42 per share) during the first six months
of 1997. Earnings for the six-month periods included aftertax
gains from sales of investments of $7,652,000, ($.77 per share)
and $10,919,000 ($1.11 per share) in 1997 and 1996, respectively.
Page 12 of 17<PAGE>
Net income for the first six months of 1997 totalled
$14,779,000 ($1.48 per share) and included favorable tax
adjustments related to the settlement of tax issues relative to
operations discontinued in 1994 amounting to $598,000 ($.06 per
share).
Subsequent Event
- ----------------
The completion of the pending sale of the Company's
82%-owned subsidiary, National Sanitary Supply Company, would
generate gross cash proceeds of approximately $138 million. It
is anticipated that proceeds would be used for acquisitions, debt
repayment and other corporate purposes over the next several
years.
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 19, 1997.
(b) The names of each director elected at this Annual
Meeting are as follows:
Edward L. Hutton Walter L. Krebs
James H. Devlin Sandra E. Laney
Charles H. Erhart, Jr. Kevin J. McNamara
Joel F. Gemunder John M. Mount
Lawrence J. Gillis Timothy S. O'Toole
Patrick P. Grace D. Walter Robbins, Jr.
Thomas C. Hutton Paul C. Voet
George J. Walsh, III
(c) The stockholders then approved and adopted the 1997
Stock Incentive Plan. 7,643,565 votes were cast in
favor of the proposal, 720,357 votes were cast against
it , 183,352 abstained and 202,294 were broker non-
votes.
(d) 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 1997: 8,601,575 votes were cast in favor of the
proposal, 59,972 votes were cast against it, 88,018 votes
abstained, and three were broker non-votes.
With respect to the election of directors, the number of
votes cast for each nominee was as follows:
Votes Votes
Votes For Against Withheld
--------- ------- --------
E.L. Hutton 8,560,654 52,453 136,479
J.H. Devlin 8,593,408 19,681 136,479
C.H. Erhart, Jr. 8,562,746 50,343 136,479
J.F. Gemunder 8,595,365 17,724 136,479
L.J. Gillis 8,575,102 37,987 136,479
P.P. Grace 8,573,854 39,235 136,479
T.C. Hutton 8,599,317 13,772 136,479
W.C. Krebs 8,593,915 19,174 136,479
S.E. Laney 8,594,332 18,757 136,479
K.J. McNamara 8,596,141 16,948 136,479
J.M. Mount 8,594,335 18,754 136,479
T.S. O'Toole 8,601,850 11,239 136,479
D.W. Robbins, Jr. 8,558,984 54,105 136,479
P.C. Voet 8,596,389 16,700 136,479
G.J. Walsh III 8,591,577 21,512 136,479
Page 14 of 17<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
<TABLE>
<CAPTION>
Exhibit SK 601
No. Ref. No. Description
------- -------- ------------------
<C> <C> <S>
1 (11) Statement re:
Computation of Per
Share Earnings
2 (27) Financial Data
Schedule
</TABLE>
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 12, 1997 By Naomi C. Dallob
---------------------- -------------------------
Naomi C. Dallob
Vice President and Secretary
Dated: August 12, 1997 By Arthur V. Tucker, Jr.
---------------------- -------------------------
Arthur V. Tucker, Jr.
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,
------------------- -------------------
1997 1996 1997 1996
-------- -------- -------- -------
Computation of Earnings Per
Common and Common
<F01>
Equivalent Share (a):
- ---------------------------
<S> <C> <C> <C> <C>
Reported Income $ 5,694 $ 5,688 $14,181 $17,885
======== ======== ======== =======
Average number of shares
used to compute earnings
per common share 10,035 9,837 10,018 9,852
Effect of unexercised
stock options 32 59 36 65
-------- -------- -------- --------
Average number of shares
used to compute earnings
per common and common
equivalent share 10,067 9,896 10,054 9,917
======== ======== ======== ========
Earnings per common and
common equivalent share $ 0.57 $ 0.57 $ 1.41 $ 1.80
======== ======== ======== ========
Computation of Earnings Per
Common Share Assuming
<F01>
Full Dilution (a):
- ---------------------------
Reported Income $ 5,694 $ 5,688 $14,181 $17,885
======== ======== ======== ========
Average number of shares
used to compute earnings
per common share 10,035 9,837 10,018 9,852
Effect of unexercised
stock options 45 59 45 65
-------- -------- -------- --------
Average number of shares
used to compute earnings
per common share assuming
full dilution 10,080 9,896 10,063 9,917
======== ======== ======== ========
Earnings per common share
assuming full dilution $ 0.56 $ 0.57 $ 1.41 $ 1.80
======== ======== ======== ========
</TABLE>
- -------------------
<F01>
(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%.
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,
-------------------- ------------------
1997 1996 1997 1996
-------- -------- -------- -------
Computation of Earnings Per
Common and Common
<F02>
Equivalent Share (a):
- ---------------------------
<S> <C> <C> <C> <C>
Reported Income $ 6,292 $ 5,688 $14,779 $17,885
======== ======== ======== ========
Average number of shares
used to compute earnings
per common share 10,035 9,837 10,018 9,852
Effect of unexercised
stock options 32 59 36 65
-------- -------- -------- --------
Average number of shares
used to compute earnings
per common and common
equivalent share 10,067 9,896 10,054 9,917
======== ======== ======== ========
Earnings per common and
common equivalent share 0.63 $ 0.57 $ 1.47 $ 1.80
======== ======== ======== ========
Computation of Earnings Per
Common Share Assuming
<F02>
Full Dilution (a):
- ---------------------------
Reported Income $ 6,292 $ 5,688 $14,779 $17,885
======== ======== ======== ========
Average number of shares
used to compute earnings
per common share 10,035 9,837 10,018 9,852
Effect of unexercised
stock options 45 59 45 65
-------- -------- -------- --------
Average number of shares
used to compute earnings
per common share assuming
full dilution 10,080 9,896 10,063 9,917
======== ======== ======== ========
Earnings per common share
assuming full dilution $ 0.62 $ 0.57 $ 1.47 $ 1.80
======== ======== ======== ========
</TABLE>
- --------------------
<F02>
(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%.
Page 17 of 17<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM FORM 10-Q FOR THE
QUARTER ENDED JUNE 30, 1997 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-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 12,361
<SECURITIES> 0
<RECEIVABLES> 89,796
<ALLOWANCES> (3,812)
<INVENTORY> 50,778
<CURRENT-ASSETS> 203,981
<PP&E> 152,188
<DEPRECIATION> (61,659)
<TOTAL-ASSETS> 563,013
<CURRENT-LIABILITIES> 124,512
<BONDS> 164,026
0
0
<COMMON> 12,868
<OTHER-SE> 205,072
<TOTAL-LIABILITY-AND-EQUITY> 563,013
<SALES> 196,099
<TOTAL-REVENUES> 351,269
<CGS> 132,946
<TOTAL-COSTS> 229,283
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 587
<INTEREST-EXPENSE> 5,802
<INCOME-PRETAX> 23,209
<INCOME-TAX> 8,697
<INCOME-CONTINUING> 14,181
<DISCONTINUED> 598
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,779
<EPS-PRIMARY> 1.48
<EPS-DILUTED> 1.48
</TABLE>
