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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):
July 13, 2006
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
Act (17 CFR 230.425)
[_] Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange
Act (17 CFR 230.425)
Page 1 of 2
Item 2.02 Results of Operations and Financial Condition
On July 13, 2006 Chemed Corporation issued a press release
announcing its preliminary financial results for the quarter
ended June 30, 2006. A copy of the release is furnished herewith
as Exhibit 99.
Item 9.01 Financial Statements and Exhibits
c) Exhibit
(99) Registrant's press release dated July 13, 2006
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
Dated: July 13, 2006 By: /s/ Arthur V. Tucker, Jr.
------------- -----------------------------------
Arthur V. Tucker, Jr.
Vice President and Controller
Page 2 of 2
Exhibit 99
Chemed Announces Preliminary Second-Quarter 2006 Results
CINCINNATI--(BUSINESS WIRE)--July 13, 2006--Chemed Corporation (Chemed)
(NYSE:CHE), which operates VITAS Healthcare Corporation (VITAS), the nation's
largest provider of end-of-life care, and Roto-Rooter, the nation's largest
commercial and residential plumbing and drain cleaning services provider, today
reported preliminary operating results for the second quarter of 2006.
The second-quarter 2006 earnings will include a pretax accrual for Medicare
contractual billing cap limitations of $2.3 million. The Phoenix program,
acquired in December 2004, will have an estimated Medicare cap billing
limitation of $1.7 million in the second quarter of 2006 and another program,
with an average daily census of approximately 250, will have $600,000 of cap
accrual.
Based upon current admission and discharge trend lines, calendar year 2006
could potentially have a total of three programs with Medicare cap billing
limitations aggregating $4.0 million to $6.1 million. If this occurs, 2006
earnings will be negatively impacted on a diluted basis by $.09 to $.14 per
share.
Phoenix is estimated to have a full-year 2006 aggregate cap liability
ranging from $2.5 million to $4.0 million. In the 250 ADC sized program noted
earlier, we do not anticipate any additional accrual in the second half of 2006
which will result in a full-year cap accrual between $500,000 and $600,000. One
additional program is anticipated to enter a Medicare billing limitation in the
third quarter of 2006. This third program, with an ADC of approximately 300, is
estimated to have a Medicare billing limitation ranging from $1.0 million to
$1.5 million for the full-year 2006, with the majority of this liability being
incurred in the third quarter.
Phoenix is anticipated to remain in cap in 2007. The majority of VITAS'
Phoenix patients are referred from assisted living facilities (ALF). VITAS has
been unable to generate a sustainable level of high acuity patients from other
referral sources adequate to offset the longer lengths of stay generally
associated with ALF referrals. We anticipate Phoenix will have a cap liability
in 2007 ranging from $1.5 million to $3.0 million. This will make the Phoenix
program breakeven to a modest loss in 2007.
The other two programs estimated to be in a cap situation in 2006 are
anticipated to be out of cap, or substantially out of cap, in 2007. This can be
accomplished through a methodical rebalancing of patient mix. These programs
currently receive significant high acuity referrals allowing for increased
opportunity to rebalance the programs. These two programs continue to generate
solid operating profit even with the Medicare billing limitations.
With expanding length of stay throughout the hospice industry, there is the
potential for other VITAS programs to approach Medicare's contractual billing
limitations in the future. However, based upon our cap review methodology of
programs' median length of stay, admission and discharge trend lines, as well as
the trend for expanding or contracting individual program cap cushion levels, we
do not anticipate any material cap accruals beyond the Phoenix program in 2007.
It is management's goal to anticipate these issues and rebalance the programs'
patient mix between high and low acuity to minimize the impact of reduced
billings under the current Medicare hospice reimbursement program.
The company is in the process of finalizing the consolidated second-quarter
2006 financial results. Although subject to internal review and potential
revisions, the following are preliminary estimates of these operating results:
Consolidated Operating Results from Continuing Operations
-- Consolidated Revenue increased 10% to $250 million
-- Diluted EPS from Continuing Operations, including $.05 of cap accrual,
of $.48
VITAS segment operating results
-- Quarterly Net Patient Revenue, net of cap, of $172 million, up 12.0%
-- Average Daily Census (ADC) of 10,904, up 10%
-- Excess capacity noted in the first quarter of 2006 has been fully
utilized with the increase in ADC
Roto-Rooter segment operating results
-- Revenue of $78 million, an increase of 7%
Earnings Guidance for 2006
Based upon these preliminary results, our expectation is that full-year
2006 earnings per diluted share from continuing operations, excluding any
charges or credits not indicative of ongoing operations, will be in the range of
$2.18 to $2.25. This includes $.09 to $.14 per share of expense for anticipated
Medicare billing limitations as well $.03 per share for stock option expense
required under SFAS 123R. We will provide additional detail behind this guidance
in our second-quarter 2006 earnings conference call.
Conference Call
Chemed will release earnings for the quarter ended June 30, 2006, after the
markets close on Tuesday, July 25, and host a conference call and webcast at 11
a.m., ET, on Wednesday, July 26, 2006, to discuss the company's quarterly
results and provide an update on its business. The dial-in number for the
conference call is (866) 543-6411 for U.S. and Canadian participants and (617)
213-8900 for international participants. The participant pass code is 58893678.
A live webcast of the call can be accessed on Chemed's website at www.chemed.com
by clicking on Investor Relations Home.
A taped replay of the conference call will be available beginning
approximately two hours after the call's conclusion. It can be accessed by
dialing (888) 286-8010 for U.S. and Canadian callers and (617) 801-6888 for
international callers and will be available for one week following the live
call. The replay pass code is 78981828. An archived webcast will also be
available at www.chemed.com and will remain available for 14 days following the
live call.
Chemed Corporation operates in the healthcare field through its VITAS
Healthcare Corporation subsidiary. VITAS provides daily hospice services to
approximately 11,000 patients with severe, life-limiting illnesses. This type of
care is focused on making the terminally ill patient's final days as comfortable
and pain-free as possible.
Chemed operates in the residential and commercial plumbing and drain
cleaning industry under the brand name Roto-Rooter. Roto-Rooter provides
plumbing and drain service through company-owned branches, independent
contractors and franchisees in the United States and Canada. Roto-Rooter also
has licensed master franchisees in Indonesia, Singapore, Japan, Mexico, and the
Philippines.
Forward-Looking Statements
Certain statements contained in this press release and the accompanying
tables are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The words "believe," "expect," "hope,"
"anticipate," "plan" and similar expressions identify forward-looking
statements, which speak only as of the date the statement was made. Chemed does
not undertake and specifically disclaims any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. These statements are based on current expectations
and assumptions and involve various risks and uncertainties, which could cause
Chemed's actual results to differ from those expressed in such forward-looking
statements. These risks and uncertainties arise from, among other things,
possible changes in regulations governing the hospice care or plumbing and drain
cleaning industries; periodic changes in reimbursement levels and procedures
under Medicare and Medicaid programs; difficulties predicting patient length of
stay and estimating potential Medicare reimbursement obligations; challenges
inherent in Chemed's growth strategy; the current shortage of qualified nurses,
other healthcare professionals and licensed plumbing and drain cleaning
technicians; Chemed's dependence on patient referral sources; and other factors
detailed under the caption "Description of Business by Segment" or "Risk
Factors" in Chemed's most recent report on form 10-Q or 10-K and its other
filings with the Securities and Exchange Commission. You are cautioned not to
place undue reliance on such forward-looking statements and there are no
assurances that the matters contained in such statements will be achieved.
CONTACT: Chemed Corporation
David P. Williams, 513-762-6901