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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 March 31, 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           9,868,060 Shares              April 28, 1995
$1 Par Value      
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                                 Page 1 of 12

                            CHEMED CORPORATION AND 
                             SUBSIDIARY COMPANIES



                                     Index
Page No. PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Consolidated Balance Sheet - March 31, 1995 and December 31, 1994 3 Consolidated Statement of Income - Three months ended March 31, 1995 and 1994 4 Consolidated Statement of Cash Flows - Three months ended March 31, 1995 and 1994 5 Notes to Unaudited Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 10 PART II. OTHER INFORMATION 11
Page 2 of 12 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
March 31, December 31, 1995 1994 ---------- ---------- ASSETS Current assets Cash and cash equivalents $ 1,552 $ 4,722 Marketable securities 29,540 19,517 Accounts receivable, less allowances of $3,260 (1994 - $2,974) 82,498 81,822 Current portion of note receivable 6,000 5,740 Inventories Raw materials 7,105 8,086 Finished goods and general merchandise 53,573 52,187 Other current assets 12,255 11,245 ---------- ---------- Total current assets 192,523 183,319 Other investments 79,222 85,073 Note receivable 5,455 5,455 Properties and equipment, at cost less accumulated depreciation of $42,446 (1994 - $40,375) 77,026 77,116 Identifiable intangible assets less accumulated amortization of $2,185 (1994 - $1,928) 21,004 21,192 Goodwill less accumulated amortization of $18,416 (1994 - $17,346) 114,022 113,417 Other assets 21,736 19,911 ---------- ---------- Total Assets $ 510,988 $ 505,483 ========== ========== LIABILITIES Current liabilities Accounts payable $ 29,742 $ 31,386 Bank notes and loans payable 25,000 25,000 Current portion of long-term debt 6,575 6,391 Income taxes 19,458 17,233 Deferred contract revenue 23,962 22,630 Other current liabilities 37,268 40,026 ---------- ---------- Total current liabilities 142,005 142,666 Deferred income taxes 9,523 7,606 Long-term debt 90,975 92,133 Other liabilities and deferred income 39,311 40,564 Minority interest 37,458 36,194 ---------- ---------- Total Liabilities 319,272 319,163 ---------- ---------- STOCKHOLDERS' EQUITY Capital stock-authorized 15,000,000 shares $1 par; issued 12,414,400 (1994 - 12,369,212) shares 12,414 12,369 Paid-in capital 140,303 138,733 Retained earnings 125,322 123,993 Treasury stock - 2,546,340 (1994 - 2,504,641) shares, at cost (72,626) (71,230) Unearned compensation - ESOPs (37,208) (38,486) Unrealized appreciation on investments 23,511 20,941 ---------- ---------- Total Stockholders' Equity 191,716 186,320 ---------- ---------- Total Liabilities and Stockholders' Equity $ 510,988 $ 505,483 ========== ========== See accompanying notes to unaudited financial statements.
Page 3 of 12 CHEMED CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF INCOME UNAUDITED (in thousands except per share data)
Three Months Ended March 31, ----------------------- 1995 1994 --------- --------- Continuing Operations Sales $108,598 $ 97,585 Service revenues 61,260 54,484 --------- --------- Total sales and service revenues 169,858 152,069 --------- --------- Cost of goods sold 74,607 67,120 Cost of services provided 38,159 34,038 Selling and marketing expenses 25,460 23,307 General and administrative expenses 22,071 19,280 Depreciation 2,865 2,654 --------- --------- Total costs and expenses 163,162 146,399 --------- --------- Income from operations 6,696 5,670 Interest expense (2,103) (2,047) Other income - net 5,649 3,129 --------- --------- Income before income taxes and minority interest 10,242 6,752 Income taxes (3,814) (2,680) Minority interest in earnings of subsidiaries (1,043) (833) --------- --------- Income from continuing operations 5,385 3,239 Discontinued Operations 901 2,438 --------- --------- Net Income $ 6,286 $ 5,677 ========= ========= Earnings Per Common Share Income from continuing operations $ .55 $ .33 ========= ========= Net income $ .64 $ .58 ========= ========= Average number of shares outstanding 9,863 9,824 ========= ========= Cash Dividends Paid Per Share $ .51 $ .51 ========= ========= See accompanying notes to unaudited financial statements.
Page 4 of 12 CHEMED CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED (in thousands)
Three Months Ended March 31, ----------------------- 1995 1994* --------- --------- Cash Flows From Operating Activities Net income $ 6,286 $ 5,677 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,346 3,909 Gain on sale of investments (3,732) (1,643) Minority interest in earnings of subsidiaries 1,043 833 Provision for uncollectible accounts receivable 520 418 Provision for deferred income taxes (451) (78) Discontinued operations (901) (2,438) Proceeds from sale of trading securities - 1,041 Purchase of trading securities - (1,000) Changes in operating assets and liabilities, excluding amounts acquired in business combinations Increase in accounts receivable (1,195) (2,686) (Increase)/decrease in inventories and other current assets (1,015) 64 Increase/(decrease) in accounts payable, deferred contract revenue and other current liabilities (2,988) 2,011 Increase in income taxes 3,142 3,358 Other - net (1,936) (633) --------- --------- Net cash provided by operating activities 3,119 8,833 --------- --------- Cash Flows From Investing Activities Proceeds from sale of investments 4,933 3,457 Capital expenditures (2,884) (5,025) Business combinations, net of cash acquired (1,601) (14,822) Purchase of investments (1,200) (75) Net Proceeds from sale of discontinued operations (433) 3,295 Other - net 74 130 --------- --------- Net cash used by investing activities (1,111) (13,040) --------- --------- Cash Flows From Financing Activities Dividends paid (5,032) (5,018) Purchase of treasury stock (517) - Issuance of capital stock 40 218 Repayment of long-term debt (35) (3,526) Proceeds from issuance of long-term debt - 10,000 Other - net 366 751 --------- --------- Net cash provided/(used) by financing activities (5,178) 2,425 --------- --------- Decrease In Cash And Cash Equivalents (3,170) (1,782) Cash and cash equivalents at beginning of period 4,722 14,615 --------- --------- Cash and cash equivalents at end of period $ 1,552 $ 12,833 ========= ========= See accompanying notes to unaudited financial statements. * Reclassified to conform to 1995 presentation.
Page 5 of 12 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. 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. 3. Following the resolution of various issues pertaining to the Company's accruals for income taxes relative to the sale of DuBois Chemicals Inc. ("DuBois") in 1991, the Company recorded an adjustment of $1,365,000 ($901,000 net of federal income taxes) to its state and local income tax provision in the first quarter of 1995. This adjustment is classified as "discontinued operations" in the statement of income. "Discontinued operations" in 1994 includes a $1,817,000 aftertax gain on the sale of a portion of the Company's investment in Omnicare, Inc. ("Omnicare") and $621,000 aftertax equity earnings in Omnicare. Prior to December 1994, Chemed had maintained an equity investment in Omnicare in excess of 20% and, accordingly, had accounted for its investment using the equity method of accounting. Page 6 of 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition - ------------------- Marketable securities increased from $19,517,000 at December 31, 1994 to $29,540,000 at March 31, 1995. This increase is attributable to the reclassification of an investment in a U.S. Treasury Note, maturing in January 1996, in the amount of $9,618,000 from noncurrent assets (other investments) to current assets at March 31, 1995. There were no other material changes in the balance sheet since December 31, 1994. At March 31, 1995 Chemed had approximately $34.3 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. Results of Operations - --------------------- Sales and service revenues and operating profit from continuing operations by business segment follow (in thousands):
Three Months Ended March 31, ------------------- 1995 1994 ------- -------- Sales and Service Revenues - ----------------- National Sanitary Supply $ 80,793 $ 71,460 Roto-Rooter 43,727 41,536 Veratex 24,858 23,966 Patient Care 20,480 15,107 -------- ------- Total $169,858 $152,069 ======== ======== Operating Profit - ---------------- National Sanitary Supply $ 1,983 $ 1,487 Roto-Rooter 3,874 3,526 Veratex 1,451 1,621 Patient Care 856 496 -------- -------- Total $ 8,164 $ 7,130 ======== ========
Page 7 of 12 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 for the first three months of 1995 and 1994 are set forth below:
Sales and Operating Profit Service Revenues as a % of Sales % Increase (Operating Margin) ---------------- --------------- 1995 vs. 1994 1995 1994 ---------------- --------------- National Sanitary Supply 13% 2.5% 2.1% Roto-Rooter 5 8.9 8.5 Veratex 4 5.8 6.8 Patient Care 36 4.2 3.3 Total 12 4.8 4.7 ================ ===============
Sales of the National Sanitary Supply segment for the first quarter of 1995 increased by 13% over sales for the first quarter of 1994 as most locations recorded double-digit sales gains. These gains were attributable to improved pricing, especially in paper and plastic product categories; the debut of a full-line product catalog; the introduction of proprietary chemicals and equipment; and a stronger economy. In addition, National Sanitary is investing in new sales and training programs which are expected to stimulate sales and earnings growth throughout 1995. As a result of the significant sales growth during 1995, the operating margin of this segment improved from 2.1% during the first quarter of 1994 to 2.5% during the first quarter of 1995. The sales and service revenue for the Roto-Rooter segment for the first quarter of 1995 totalled $43,727,000, an increase of 5% over the $41,536,000 recorded in the first quarter of 1994. Revenues of the drain cleaning business and the plumbing services business for the first quarter of 1995, which together account for approximately 56% of this segment's total revenues, each increased 12% over revenues recorded during the first quarter of 1994. Revenues of the service contract business (Service America) for the first quarter of 1995, which account for approximately one-third of this segment's total revenue, declined by 6% as compared with revenues recorded in the first quarter of 1994. This decrease was attributable to declining sales of Service America's Maintenance and Management subsidiary, which was sold effective March 31, 1995. The sale of this marginally profitable business will allow management to focus its efforts on the core appliance and air conditioning repair and Page 8 of 12 maintenance business. The operating margin of the Roto-Rooter segment increased from 8.5% during the first quarter of 1994 to 8.9% during the first quarter of 1995 primarily as a result of good cost management during the period. Sales of the Veratex segment increased 4% in the first quarter of 1995, from $23,966,000 in the prior year to $24,858,000 in 1995. The operating margin of this segment declined from 6.8% during the first quarter of 1994 to 5.8% 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 market consolidation in the retail segment. The wholesale market segment of Veratex, on the other hand, benefited from price increases which have stabilized its margins during the 1995 period. Total revenues of the Patient Care segment increased from $15,107,000 in the first quarter of 1994 to $20,480,000 in the first quarter of 1995. This 36% revenue increase is primarily attributable to the opening of several new branches in 1994 and the first part of 1995. As a result of the significant revenue growth, the operating margin of this segment increased from 3.3% during the first quarter of 1994 to 4.2% during the 1995 quarter. Income from operations increased from $5,670,000 in the first three months of 1994 to $6,696,000 during the first three months of 1995, largely as a result of higher operating margins in the National Sanitary Supply, Roto-Rooter and Patient Care segments. Other income--net increased from $3,129,000 in the first quarter of 1994 to $5,649,000 in the first quarter of 1995, primarily as a result of larger investment gains recorded in the 1995 period. During the first quarter of 1995 the Company recorded gains on the sales of investments aggregating $3,732,000 as compared with $1,643,000 recorded during the first quarter of 1994. Increased interest income, as a result of larger investments in marketable securities during the 1995 period, also contributed to the increase in other income--net. The effective tax rate declined from 39.7% during the first three months of 1994 to 37.2% during the first three months of 1995, primarily as a result of lower state and local income taxes recorded on investment gains in 1995 as compared with those recorded in 1994. Income from continuing operations increased from $3,239,000 aftertax ($.33 per share) in the 1994 quarter to $5,385,000 aftertax ($.55 per share) in the 1995 quarter largely as a result of improved operating performance within most of the Page 9 of 12 Company's segments coupled with larger investment gains in the 1995 quarter. Investment gains during the 1995 quarter totalled $2,463,000 aftertax ($.25 per share) as compared with $871,000 aftertax ($.09 per share) during the 1994 quarter. Net income increased from $5,677,000 ($.58 per share) during the first quarter of 1994 to $6,286,000 ($.64 per share) during the first quarter of 1995. Discontinued operations for 1994 included $621,000 equity in the earnings of Omnicare, Inc. ("Omnicare"), which was discontinued in the fourth quarter of 1994 and a $1,817,000 aftertax gain on the sale on a portion of the Company's investment in Omnicare. Discontinued operations for 1995 included a $901,000 aftertax adjustment to the tax provision on the gain on the sale of the operations discontinued in 1991. Page 10 of 12 PART II -- OTHER INFORMATION ---------------------------- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits --------
Exhibit SK 601 Page No. Ref. No. Description No. ------- -------- ------------------ ---------- 1 (11) Statement re: Computation of Per Share Earnings E-1 2 (27) Financial Data Schedule E-2
(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: May 10, 1995 By Naomi C. Dallob ---------------------- ------------------------- Naomi C. Dallob, Vice President and Secretary Dated: May 10, 1995 By Arthur V. Tucker ---------------------- ------------------------- Arthur V. Tucker Vice President and Controller (Principal Accounting Officer) Page 11 of 12

           CHEMED CORPORATION AND SUBSIDIARY COMPANIES
                COMPUTATION OF PER SHARE EARNINGS
               (in thousands except per thousands)     EXHIBIT 11
Income From Continuing Operations Net Income -------------------------------------- Three Months Ended Three Months Ended March 31, March 31, --------------------------------------- 1995 1994 1995 1994 --------------------------------------- Computation of Earnings Per Common and Common Equivalent Share (a): - ---------------------------------- Reported Income $ 5,385 $ 3,239 $ 6,286 $ 5,677 ======= ======= ======= ======= Average number of shares used to compute earnings per common share 9,863 9,824 9,863 9,824 Effect of unexercised stock options 34 59 34 59 ------- ------- ------- ------- Average number of shares used to compute earnings per common and common equivalent share 9,897 9,883 9,897 9,883 ======= ======= ======= ======= Earnings per common and common equivalent share $ .54 $ .33 $ .64 $ .57 ======= ======= ======= ======= Computation of Earnings Per Common Share Assuming Full Dilution (a): - --------------------------- Reported Income $ 5,385 $ 3,239 $ 6,286 $ 5,677 ======= ======= ======= ======= Average number of shares used to compute earnings per common share 9,863 9,824 9,863 9,824 Effect of unexercised stock options 34 61 34 61 ------- ------- ------- ------- Average number of shares used to compute earnings per common share assuming full dilution 9,897 9,885 9,897 9,885 ======= ======= ======= ======= Earnings per common share assuming full dilution $ .54 $ .33 $ .64 $ .57 ======= ======= ======= ======= - ------------------ (a) This calculation is submitted in accordance with Regulation S-K Item 601 (b) (11) although it is not required by APB Opinion No. 15 because it results in dilution of less than 3%.
E - 1 Page 12 of 12
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995 FOR CHEMED CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000019584 CHEMED CORPORATION 1,000 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 1,552 29,540 85,758 (3,260) 60,678 192,523 119,472 (42,446) 510,988 142,005 90,975 12,414 0 0 179,302 510,988 108,598 169,858 74,607 112,766 0 520 2,103 10,242 3,814 5,385 901 0 0 6,286 .64 .64