UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
February 4, 1999
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
Page 1 of 4<PAGE>
ITEM 5. OTHER EVENTS
On November 12, 1998, Chemed Corporation (the "Company")
issued 300,494 shares of its capital stock for all of the
outstanding common stock of Starburst, Inc. ("Starburst"). Also,
on November 19, 1998, the Company issued 169,066 shares of its
capital stock for all of the outstanding common stock of Sure-
Flow, Inc. ("Sure-Flow"). Both transactions were accounted for
as pooling-of-interests business combinations. The combined
impact of these transactions on the Company's historical
consolidated financial statements was not material; consequently,
prior period and current year financial statements have not been
restated for these transactions.
Starburst operates Roto-Rooter franchises in Austin, Texas;
Fort Lauderdale and West Palm Beach, Florida. Sure-Flow operates
a Roto-Rooter franchise in Menlo Park, California.
ITEM 7. FINANCIAL STATEMENTS
Summarized on the following page is the unaudited
consolidated income statement of the Company and its subsidiaries
for the three and twelve month periods ended December 31, 1997
and 1998. On the basis of materiality, the results of operations
of Starburst and Sure-Flow are included from the dates the
acquisition transactions were completed.
Page 2 of 4<PAGE>
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONDENSED STATEMENT OF INCOME
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
-------------------------- -------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Continuing Operations
Service revenues and sales $ 101,411 $ 90,619 $ 381,283 $ 341,729
Cost of services provided
and cost of goods sold 63,089 56,037 237,148 212,647
Selling and marketing,
general and administrative, 30,441 26,799 113,394 100,978
Depreciation expense 2,671 2,361 10,649 8,622
Acquisition expenses (a) 752 - 752 -
--------- --------- --------- ---------
Income from operations 4,458 5,422 19,340 19,482
Interest expense (1,396) (2,076) (6,793) (10,552)
Other income-net 1,942 2,779 19,578 18,951
--------- --------- --------- ---------
Income before income taxes 5,004 6,125 32,125 27,881
Income taxes (1,604) (2,475) (12,216) (10,804)
--------- --------- --------- ---------
Income from
continuing operations (b) 3,400 3,650 19,909 17,077
Discontinued Operations (c) - - - 13,160
--------- --------- --------- ---------
Net Income (b) $ 3,400 $ 3,650 $ 19,909 $ 30,237
========= ========= ========= =========
Earnings Per Common Share
Income from continuing
operations (b) $ 0.33 $ 0.37 $ 1.98 $ 1.72
========= ========= ========= =========
Net Income (b) $ 0.33 $ 0.37 $ 1.98 $ 3.04
========= ========= ========= =========
Average number of shares
outstanding 10,231 9,965 10,058 9,940
========= ========= ========= =========
Diluted Earnings Per Common Share
Income from continuing
operations (b) $ 0.33 $ 0.36 $ 1.97 $ 1.71
========= ========= ========= =========
Net Income (b) $ 0.33 $ O.36 $ 1.97 $ 3.02
========= ========= ========= =========
Average number of shares
outstanding 10,274 10,081 10,100 10,014
========= ========= ========= =========
__________________
(a) Amount represents the pretax cost incurred in connection with two pooling-of-interests business combinations
completed in November 1998. The aftertax cost amounted to $495,000 ($.05 per share).
(b) Amounts include the following capital gains from the sales of investments (in thousands, except per share
data):
Three Months Ended Year Ended
December 31, December 31,
-------------------------- -------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
Pretax gain $ 331 $ - $ 12,589 $ 12,235
Aftertax gain 240 - 7,945 7,652
Impact on earnings per share 0.02 - 0.79 0.77
(c) Discontinued operations include the following (in thousands):
Net gain on sales of operations discontinued in 1997 $ 9,493
Income from operations discontinued in 1997 3,069
Adjustment relating to operations discontinued in 1994 598
---------
Total discontinued operations $ 13,160
=========
</TABLE>
Page 3 of 4<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHEMED CORPORATION
BY: Arthur V. Tucker, Jr.
-------------------------
Its: Vice President and Controller
--------------------------------
Dated: February 4, 1999
- -------------------------
Page 4 of 4<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM FORM 8-K OF CHEMED
CORPORATION DATED FEBRUARY 4, 1999 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> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 381,283
<CGS> 0
<TOTAL-COSTS> 237,148
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,793
<INCOME-PRETAX> 32,125
<INCOME-TAX> 12,216
<INCOME-CONTINUING> 19,909
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,909
<EPS-PRIMARY> 1.98
<EPS-DILUTED> 1.97
</TABLE>
