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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):
March 08, 2005
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 2
Item 2.02 Results of Operations and Financial Condition
On March 8, 2005 Chemed Corporation issued a press release
announcing its financial results for the year ended
December 31, 2004. A copy of the release is furnished
herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
c) Exhibit
(99.1) Registrant's press release dated March 8, 2005
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: March 9, 2005 By: /s/ Arthur V. Tucker, Jr.
-------------- --------------------------
Arthur V. Tucker, Jr.
Vice President and Controller
Page 2 of 2
Exhibit 99.1
Chemed Corporation Reports 2004 Fourth-Quarter
Results: Diluted EPS of $1.22; Diluted EPS from Continuing Operations
of $.57; Adjusted Diluted EPS from Continuing Operations of $.82
CINCINNATI--(BUSINESS WIRE)--March 8, 2005--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 financial results
for its fourth quarter ended December 31, 2004, versus the comparable
prior-year period, as follows:
Operating Results in Accordance with Generally Accepted Accounting
Principles (GAAP):
-- Consolidated Revenue increased 214% to $214 million
-- Diluted EPS of $1.22
-- VITAS EBITDA of $19.2 million
-- Roto-Rooter EBITDA of $7.6 million
Pro Forma Adjusted Consolidated Operating Results (Non GAAP):
-- Pro Forma Adjusted Diluted EPS from Continuing Operations of
$.82
-- Pro Forma Adjusted EBITDA from Continuing Operations of $30.2
million
VITAS generated record revenue and ADC levels:
-- Quarterly Net Patient Revenue of $142 million, up 18%
-- Average Daily Census (ADC) of 9,134, up 14%
-- Pro forma net income of $10.7 million, up 56%
-- Adjusted EBITDA (Non GAAP) of $20.4 million, an increase of
49%
Roto-Rooter segment reported increased Revenue and Adjusted
EBITDA:
-- Revenue of $71.7 million, an increase of 5.3%
-- Adjusted EBITDA (Non GAAP) of $11.9 million, an increase of
45%
"The fourth quarter showed exceptional strength in both of our
businesses," stated Kevin McNamara, Chemed president and chief
executive officer. "VITAS generated excellent census and admissions
growth, with fourth quarter ADC totaling 9,134 and average
length-of-stay for discharges (LOS) during the period of 64.1 days.
During the quarter, we completed the Phoenix acquisition and currently
have eleven new starts in various stages of development.
"Roto-Rooter also had good financial operating results. For the
fourth quarter of 2004, Roto-Rooter had net income of $3.3 million.
This includes an estimated $1.9 million after-tax cost for the
anticipated settlement of our Madison County, Ill., class action
litigation."
"Our fourth quarter GAAP financial statements include a number of
items that need to be considered when evaluating our operating
results," said David Williams, Chemed's chief financial officer.
"These items include costs related to the registration of Chemed's
$110 million floating rate notes, VITAS merger related transaction
costs and final valuation adjustments, direct expensing of telephone
directory costs, and the estimated settlement expense of the Madison
County class action litigation."
For a detailed presentation of Chemed's operating results,
reconciling items and related definitions and components, please refer
to the attached schedules.
VITAS
The merger of VITAS was completed on February 24, 2004. Prior to
that date the Company accounted for its 37% ownership of VITAS under
the equity method of accounting. As a result, under GAAP, only a
portion of VITAS' operating results are fully consolidated into
Chemed's first quarter of 2004 results.
For the 2004 fourth quarter, VITAS had net patient revenue of
$142.3 million and pro forma net income of $10.7 million. Adjusted
EBITDA was $20.4 million.
VITAS generated revenue growth of 18.0% over the prior year period
and 5.3% sequentially. Gross margins were 23.5% in the fourth quarter
of 2004, an improvement of 50 basis points when compared to the prior
year quarter. The fourth quarter 2004 gross margin includes $1.5
million in start-up losses, which is an incremental $1.0 million over
the prior-year period. The incremental portion of these losses
negatively impacted fourth quarter 2004 margins by 70 basis points.
Central support costs for VITAS, which are classified as selling,
general and administrative expenses in the VITAS Pro Forma Quarterly
Statement of Income, totaled $13.0 million which is a decline of 7.8%
from the prior year quarter and up 2.8% sequentially.
VITAS' ADC in the fourth quarter of 2004 was 9,134. This compares
to an ADC of 7,979 in the comparable prior year period, an increase of
14% and 2.1% sequential growth. LOS per patient was 64.1 days for the
quarter and compares to 60.8 days in the third quarter of 2004 and
59.0 days in the fourth quarter of 2003. Our established programs,
which exclude start-up programs, had a range of LOS from 40.5 days to
112.6 days in the fourth quarter of 2004.
"We continue to see strong organic ADC growth across all levels of
VITAS," said McNamara. "The ADC in our 22 base programs now average
401 patients per program. In our large programs, those with an
average-daily-census in excess of 450, ADC growth was 11.5% over the
prior year quarter and was flat sequentially. Our small and medium
programs generated ADC growth of 16.5% over the prior year and 3.2%
sequentially."
"Our mix of revenue at VITAS was relatively stable this quarter,"
Williams stated. "Routine home care aggregated 69.4% of revenue, an
increase of 60 basis points over the prior year quarter and a 40 basis
point decline on a sequential basis. Our inpatient revenue aggregated
13.5% of total revenue and continuous care was 17.1% of revenue in the
fourth quarter of 2004."
Roto-Rooter Segment
Roto-Rooter's plumbing and drain cleaning business generated sales
of $71.7 million for the fourth quarter of 2004, 5.3% higher than the
$68.1 million reported in the comparable prior-year quarter. Net
income for the quarter, including $1.9 million of after-tax expense
for the anticipated settlement of our Madison County class action
litigation, totaled $3.3 million. Adjusted EBITDA in the fourth
quarter of 2004 totaled $11.9 million, an increase of 45% over the
fourth quarter of 2003.
"There are several factors contributing to the improvement in the
plumbing and drain cleaning segment," stated McNamara. "Job count was
basically flat in the fourth quarter, increasing a modest 0.3% over
the prior-year period. However, commercial demand remains strong with
job count increasing 3.7% over the prior year quarter. On a full year
basis, job count increased 1.1%, with commercial demand growing 3.3%
and residential job count demand increasing 0.2% over the prior year.
Our expense control at the field level resulted in a fourth quarter
2004 gross profit margin of 48.1%, which is 484 basis points above the
fourth quarter of 2003 and 267 basis points above the third quarter of
2004."
Consolidated Financial Position
"Our balance sheet is in excellent condition," Williams stated.
"As of December 31, 2004, we had over $71 million in cash and cash
equivalents. In February 2005, we restructured our debt. Effective
February 18, 2005, Chemed redeemed the $110 million of floating rate
notes that had a current interest rate of LIBOR plus 4%. On February
24, 2005, we amended and restated Chemed's bank credit facility. Terms
of this amended facility increased the aggregate amount of term loan
from a current balance of $30.5 million to $85 million at a rate of
LIBOR plus 2.0%. The revolving credit facility was increased from $100
million to $175 million at a current rate of LIBOR plus 2.5%. The end
result of this refinancing was to de-leverage our balance sheet by
approximately $55 million, reduce aggregate interest expense and
expand Chemed's access to capital for acquisitions and other corporate
purposes."
Guidance for 2005
"Looking ahead into 2005," Williams stated, "we anticipate VITAS
to increase revenue in the range of 16% to 18% in 2005 with margins
increasing modestly from the 2004 levels. This operating margin
expansion will be generated from leveraging our central support costs.
Roto-Rooter is estimated to generate a 5% to 7% increase in revenue
with margins that approximate those generated in 2004. Debt
refinancing will favorably impact interest expense in 2005, although
this will be partially offset by an increase in the LIBOR rate.
"Based upon these factors, and a current diluted share count of
12.9 million, our expectation is that earnings per diluted share for
2005, excluding costs associated with the early extinguishment of
debt, will be in the range of $3.30 to $3.50."
Conference Call
Chemed will hold a conference call to discuss fourth quarter
results Wednesday, March 9, 2005, at 11:00 a.m. EST. The dial-in
number for the conference call is 800-945-0061 for U.S. and Canadian
participants and 706-679-7146 for international participants. A live
webcast of the call can be accessed on Chemed's website at
www.chemed.com by clicking on "Investor Relations Home" and then on
"Featured Event: Web Cast-Live Q4 2004 Chemed Corporation Earnings
Conference Call." An archived webcast will also be available at
www.chemed.com and will remain available for 14 days following the
live call.
A taped replay of the conference call will be available
approximately two hours after the call's conclusion. It can be
accessed by dialing 800-642-1687 for U.S. and Canadian callers and
706-645-9291 for international callers. The conference identification
number is 4165174. The telephone replay will be available for one week
following the live call.
Chemed Corporation operates in the healthcare field through its
VITAS Healthcare Corporation subsidiary. VITAS provides daily hospice
services to approximately 9,000 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 China/Hong
Kong, Indonesia, Singapore, Japan, Mexico, the Philippines and the
United Kingdom.
This press release contains information about Chemed's adjusted
EBITDA, which is not a measure derived in accordance with generally
accepted accounting principles, and which excludes components that are
important to understanding Chemed's financial performance. Chemed
provides adjusted EBITDA to help investors and others evaluate its
operating results, compare its operating performance with that of
similar companies that have different capital structures and evaluate
its ability to meet its future debt service, capital expenditures and
working capital requirements. Chemed's adjusted EBITDA should not be
considered in isolation or as a substitute for comparable measures
calculated and presented in accordance with GAAP. A reconciliation of
Chemed's net income to its adjusted EBITDA is presented in the tables
following the text of this press release.
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, 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.
CHEMED CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)(unaudited)
For the For the
Three Months Ended Years Ended
December 31, December 31,
------------------- -------------------
2004 2003 2004 2003
--------- --------- --------- ---------
Continuing Operations
Service revenues and sales $213,981 $ 68,117 $735,341 $260,776
-------- -------- -------- --------
Cost of services provided
and goods sold 146,029 38,638 507,078 146,818
Selling, general and
administrative
expenses (aa) 40,226 26,405 138,285 95,363
Depreciation 4,774 2,353 14,542 9,519
Amortization 517 122 3,779 302
Other expenses (aa) 6,355 - 13,551 -
-------- -------- -------- --------
Total costs and expenses 197,901 67,518 677,235 252,002
-------- -------- -------- --------
Income from operations 16,080 599 58,106 8,774
Interest expense (5,971) (776) (21,158) (3,177)
Loss on extinguishment of
debt (aa) - - (3,330) -
Other income--net (aa) 1,505 1,355 3,469 10,849
-------- -------- -------- --------
Income before income
taxes 11,614 1,178 37,087 16,446
Income taxes (aa) (4,236) (557) (13,796) (6,180)
Equity in earnings/(loss)
of affiliate (aa) - 922 (4,105) 922
-------- -------- -------- --------
Income from
continuing
operations 7,378 1,543 19,186 11,188
Discontinued Operations (bb) 8,314 (14,748) 8,326 (14,623)
-------- -------- -------- --------
Net Income/(Loss) $ 15,692 $(13,205) $ 27,512 $ (3,435)
======== ======== ======== ========
Earnings/(Loss) Per Share
Income from continuing
operations (aa) $ 0.59 $ 0.16 $ 1.59 $ 1.13
======== ======== ======== ========
Net Income/(Loss) $ 1.26 $ (1.33) $ 2.28 $ (0.35)
======== ======== ======== ========
Average number of shares
outstanding 12,497 9,954 12,060 9,924
======== ======== ======== ========
Diluted Earnings/(Loss)
Per Share
Income from continuing
operations (aa) $ 0.57 $ 0.15 $ 1.56 $ 1.12
======== ======== ======== ========
Net Income/(Loss) $ 1.22 $ (1.32) $ 2.23 $ (0.35)
======== ======== ======== ========
Average number of shares
outstanding 12,836 10,000 12,318 9,954
========= ========= ========= ========
----------------------------------------
(aa) Included in the results of operations are the following
significant credits/(charges) which may not be indicative of
ongoing operations (in thousands, except per share data):
For the For the
Three Months Ended Years Ended
December 31, December 31,
------------------- -------------------
2004 2003 2004 2003
--------- --------- --------- ---------
Selling, general and
administrative expenses
Corporate severance
charges $ - $ - $ - $ (3,627)
Other expenses
Costs related to class
action litigation (3,135) - (3,135) -
Transaction-related
costs of the VITAS
acquisition (2,029) - (442) -
Professional fees
incurred for debt
registration statement (1,191) - (1,191) -
Long-term incentive
compensation - - (8,783) -
Loss on extinguishment
of debt
Prepayment penalty for
extinguishment of debt - - (3,330) -
Other income--net
Capital gains on disposal
of investments - - - 5,390
--------- --------- --------- ---------
Pretax impact on income (6,355) - (16,881) 1,763
Income tax benefit/(provision)
on the above 2,557 - 6,568 (770)
Adjustments of income taxes
related to prior-year issues 600 - 1,620 -
Equity in loss of
affiliate atttributable to
transaction-related expenses
incurred by VITAS prior to
its acquisition by Chemed - - (4,105) -
--------- --------- --------- ---------
Aftertax impact
on income $ (3,198) $ - $(12,798) $ 993
========= ========= ========= =========
Impact on earnings per share $ (0.26) $ - $ (1.06) $ 0.10
Impact on diluted
earnings per share (0.25) - (1.04) 0.10
(bb) Discontinued operations include Service America, discontinued in
the fourth quarter of 2004, and accrual adjustments related to
operations discontinued in prior years.
CHEMED CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)(unaudited)
December 31,
--------------------
2004 2003(cc)
--------- ----------
Assets
Current assets
Cash and cash equivalents $ 71,448 $ 50,688
Accounts receivable less allowances 64,663 14,351
Inventories 7,019 6,011
Current deferred income taxes 31,250 8,430
Current assets of discontinued operations 13,397 15,583
Prepaid expenses and other current assets 9,842 6,411
-------- ---------
Total current assets 197,619 101,474
Investments of deferred compensation plans
held in trust 18,317 17,391
Other investments 1,445 25,081
Note receivable 12,500 12,500
Properties and equipment, at cost less
accumulated depreciation 55,796 31,440
Identifiable intangible assets less
accumulated amortization 76,924 592
Goodwill 432,732 105,335
Noncurrent assets of discontinued operations 5,705 10,954
Other assets 24,528 23,691
-------- ---------
Total Assets $825,566 $ 328,458
======== =========
Liabilities
Current liabilities
Accounts payable $ 37,777 $ 6,081
Current portion of long-term debt 13,580 193
Income taxes 10,944 6,633
Accrued insurance 26,350 14,382
Accrued salaries and wages 17,030 1,210
Current liabilities of discontinued
operations 22,117 21,131
Other current liabilities 42,777 19,066
-------- ---------
Total current liabilities 170,575 68,696
Deferred income taxes 16,814 -
Long-term debt 278,115 25,931
Convertible junior subordinated debentures - 14,126
Deferred compensation liabilities 18,311 17,380
Noncurrent liabilities of discontinued
operations 811 417
Other liabilities 8,848 9,215
-------- ---------
Total Liabilities 493,474 135,765
-------- ---------
Stockholders' Equity
Capital stock 13,491 13,453
Paid-in capital 212,691 170,501
Retained earnings 141,542 119,746
Treasury stock, at cost (33,873) (109,427)
Unearned compensation (3,590) (2,954)
Deferred compensation payable in
Company stock 2,375 2,308
Notes receivable for shares sold (544) (934)
-------- ---------
Total Stockholders' Equity 332,092 192,693
-------- ---------
Total Liabilities and
Stockholders' Equity $825,566 $ 328,458
======== =========
Book Value Per Share $ 26.55 $ 19.38
======== =========
(cc) Reclassified to conform to 2004 presentation
CHEMED CORPORATION
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(in thousands)(unaudited)
Chemed
VITAS Roto-Rooter Corporate Consolidated
---------- ------------- ---------- ------------
2004
- ------------------
Service revenues
and sales $ 142,277 $ 71,704 $ - $ 213,981
--------- --------- --------- ---------
Cost of services
provided and
goods sold 108,830 37,199 - 146,029
Selling,
general and
administrative
expenses 13,006 24,770 2,450 40,226
Depreciation 2,634 2,082 58 4,774
Amortization 354 (37) 200 517
Other expenses 1,680 (a) 3,135 (a) 1,540 (a) 6,355
--------- --------- --------- ---------
Total costs
and expenses 126,504 67,149 4,248 197,901
--------- --------- --------- ---------
Income/(loss)
from operations 15,773 4,555 (4,248) 16,080
Interest expense (38) (104) (5,829) (5,971)
Intercompany
interest
income/(expense) 339 341 (680) -
Loss on
extinguishment
of debt - - - -
Other income--net 127 674 704 1,505
--------- --------- --------- ---------
Income/(loss)
before income
taxes 16,201 5,466 (10,053) 11,614
Income taxes (6,541) (2,125) 4,430 (e) (4,236)
Equity in
earnings of
VITAS - - - -
--------- --------- --------- ---------
Income/(loss)
from continuing
operations 9,660 3,341 (5,623) 7,378
Discontinued
operations - - 8,314 8,314
--------- --------- --------- ---------
Net income $ 9,660 $ 3,341 $ 2,691 $ 15,692
========= ========= ========= =========
2003
- ------------------
Service revenues
and sales $ - $ 68,117 $ - $ 68,117
--------- --------- --------- ---------
Cost of services
provided and
goods sold - 38,638 - 38,638
Selling,
general and
administrative
expenses - 24,573 1,832 26,405
Depreciation - 2,279 74 2,353
Amortization - 122 - 122
--------- --------- --------- ---------
Total costs
and expenses - 65,612 1,906 67,518
--------- --------- --------- ---------
Income/(loss)
from operations - 2,505 (1,906) 599
Interest expense - (22) (754) (776)
Intercompany
interest
income/(expense) - 181 (181) -
Other income--net - 735 620 1,355
--------- --------- --------- ---------
Income/(loss)
before income
taxes - 3,399 (2,221) 1,178
Income taxes - (1,324) 767 (557)
Equity in
earnings of
VITAS - - 922 922
--------- --------- --------- ---------
Income/(loss)
from continuing
operations - 2,075 (532) 1,543
Discontinued
operations - - (14,748) (14,748)
--------- --------- --------- ---------
Net income/
(loss) $ - $ 2,075 $ (15,280) $ (13,205)
========= ========= ========= =========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(in thousands)(unaudited)
Chemed
VITAS Roto-Rooter Corporate Consolidated
---------- ------------- ---------- ------------
2004
- ------------------
Service revenues
and sales $ 458,730 $ 276,611 $ - $ 735,341
--------- --------- --------- ---------
Cost of services
provided and
goods sold 356,801 150,277 - 507,078
Selling,
general and
administrative
expenses 42,946 85,636 9,703 138,285
Depreciation 5,712 8,583 247 14,542
Amortization 3,349 119 311 3,779
Other expenses 1,680 (a) 4,693 (a) 7,178 (a) 13,551
--------- --------- --------- ---------
Total costs
and expenses 410,488 249,308 17,439 677,235
--------- --------- --------- ---------
Income/(loss)
from operations 48,242 27,303 (17,439) 58,106
Interest expense (128) (206) (20,824) (21,158)
Intercompany
interest
income/(expense) 759 1,041 (1,800) -
Loss on
extinguishment
of debt - - (3,330)(b) (3,330)
Other income--net 296 1,268 1,905 3,469
--------- --------- --------- ---------
Income/(loss)
before income
taxes 49,169 29,406 (41,488) 37,087
Income taxes (20,030) (10,611)(e) 16,845 (e) (13,796)
Equity in loss of
VITAS - - (4,105)(f) (4,105)
--------- --------- --------- ---------
Income/(loss)
from continuing
operations 29,139 18,795 (28,748) 19,186
Discontinued
operations - - 8,326 8,326
--------- --------- --------- ---------
Net income/
(loss) $ 29,139 $ 18,795 $ (20,422) $ 27,512
========= ========= ========= =========
2003
- ------------------
Service revenues
and sales $ - $ 260,776 $ - $ 260,776
--------- --------- --------- ---------
Cost of services
provided and
goods sold - 146,818 - 146,818
Selling,
general and
administrative
expenses - 85,114 10,249 (c) 95,363
Depreciation - 9,179 340 9,519
Amortization - 302 - 302
--------- --------- --------- ---------
Total costs
and expenses - 241,413 10,589 252,002
--------- --------- --------- ---------
Income/(loss)
from
operations - 19,363 (10,589) 8,774
Interest expense - (170) (3,007) (3,177)
Intercompany
interest
income/(expense) - 595 (595) -
Other income--net - 1,442 9,407 (d) 10,849
--------- --------- --------- ---------
Income/(loss)
before income
taxes - 21,230 (4,784) 16,446
Income taxes - (8,054) 1,874 (6,180)
Equity in
earnings of
VITAS - - 922 922
--------- --------- --------- ---------
Income/(loss)
from continuing
operations - 13,176 (1,988) 11,188
Discontinued
operations - - (14,623) (14,623)
--------- --------- --------- ---------
Net income/
(loss) $ - $ 13,176 $ (16,611) $ (3,435)
========= ========= ========= =========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
PRO FORMA CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(in thousands, except per share data) (unaudited)
Chemed
VITAS Roto-Rooter Corporate Consolidated
---------- ------------- ------------- ------------
2004 (g)
- -------------------
Service revenues
and sales $ 142,277 $ 71,704 $ - $ 213,981
--------- --------- --------- ---------
Cost of services
provided and
goods sold 108,830 37,199 - 146,029
Selling,
general and
administrative
expenses 13,006 24,770 2,450 40,226
Depreciation 2,123 2,082 58 4,263
Amortization 869 (37) 200 1,032
Other expenses - 3,135 (a) 1,191 (a) 4,326
--------- --------- --------- ---------
Total costs and
expenses 124,828 67,149 3,899 195,876
--------- --------- --------- ---------
Income/(loss)
from operations 17,449 4,555 (3,899) 18,105
Interest expense (38) (104) (5,829) (5,971)
Intercompany
interest
income/(expense) 339 341 (680) -
Loss on
extinguishment
of debt - - - -
Other income--net 127 674 704 1,505
--------- --------- --------- ---------
Income/(loss)
before income
taxes 17,877 5,466 (9,704) 13,639
Income taxes (7,213) (2,125) 4,247 (e) (5,091)
--------- --------- --------- ---------
Income/(loss) from
continuing
operations 10,664 3,341 (5,457) 8,548
Discontinued
operations - - 8,314 8,314
--------- --------- --------- ---------
Net income $ 10,664 $ 3,341 $ 2,857 $ 16,862
========= ========= ========= =========
Earnings Per Share
Continuing operations $ 0.68
=========
Net income $ 1.35
=========
Average number of shares outstanding 12,497
=========
Diluted Earnings Per Share
Continuing operations $ 0.67
=========
Net income $ 1.31
=========
Average number of shares outstanding 12,836
=========
2003 (h)
- -------------------
Service revenues
and sales $ 121,062 $ 68,117 $ - $ 189,179
--------- --------- --------- ---------
Cost of services
provided and goods
sold 93,214 38,638 - 131,852
Selling,
general and
administrative
expenses 14,103 24,573 1,697 40,373
Depreciation 1,275 2,279 74 3,628
Amortization 1,061 122 - 1,183
--------- --------- --------- ---------
Total costs and
expenses 109,653 65,612 1,771 177,036
--------- --------- --------- ---------
Income/(loss)
from operations 11,409 2,505 (1,771) 12,143
Interest expense - (22) (4,226) (4,248)
Intercompany
interest
income/(expense) - 181 (181) -
Loss on
extinguishment
of debt - - - -
Other income--net 163 735 620 1,518
--------- --------- --------- ---------
Income/(loss)
before income
taxes 11,572 3,399 (5,558) 9,413
Income taxes (4,728) (1,324) 1,926 (4,126)
--------- --------- --------- ---------
Income/(loss) from
continuing
operations 6,844 2,075 (3,632) 5,287
Discontinued
operations - - (14,748) (14,748)
--------- --------- --------- ---------
Net income/
(loss) $ 6,844 $ 2,075 $ (18,380) $ (9,461)
========= ========= ========= =========
Earnings/(Loss) Per Share
Continuing operations $ 0.44
=========
Net loss $ (0.79)
=========
Average number of shares outstanding 11,954
=========
Diluted Earnings/(Loss) Per Share
Continuing operations $ 0.44
=========
Net loss $ (0.79)
=========
Average number of shares outstanding 12,000
=========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
PRO FORMA CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(in thousands, except per share data) (unaudited)
Chemed
VITAS Roto-Rooter Corporate Consolidated
---------- ------------- ------------- ------------
2004 (g)
- -------------------
Service revenues
and sales $ 531,600 $ 276,611 $ - $ 808,211
--------- --------- --------- ---------
Cost of services
provided and goods
sold 415,649 150,277 - 565,926
Selling,
general and
administrative
expenses 51,271 85,636 9,564 146,471
Depreciation 6,192 8,583 247 15,022
Amortization 3,957 119 311 4,387
Other expenses - 4,693 (a) 8,416 (a) 13,109
--------- --------- --------- ---------
Total costs and
expenses 477,069 249,308 18,538 744,915
--------- --------- --------- ---------
Income/(loss)
from operations 54,531 27,303 (18,538) 63,296
Interest expense (128) (206) (24,226) (24,560)
Intercompany
interest
income/(expense) 759 1,041 (1,800) -
Loss on
extinguishment
of debt - - (3,330)(b) (3,330)
Other income--net 337 1,268 1,905 3,510
--------- --------- --------- ---------
Income/(loss)
before income
taxes 55,499 29,406 (45,989) 38,916
Income taxes (22,447) (10,611)(e) 18,431 (e) (14,627)
--------- --------- --------- ---------
Income/(loss) from
continuing
operations 33,052 18,795 (27,558) 24,289
Discontinued
operations - - 8,326 8,326
--------- --------- --------- ---------
Net income/
(loss) $ 33,052 $ 18,795 $ (19,232) $ 32,615
========= ========= ========= =========
Earnings Per Share
Continuing operations $ 1.93
=========
Net income $ 2.59
=========
Average number of shares outstanding 12,609
=========
Diluted Earnings Per Share
Continuing operations $ 1.89
=========
Net income $ 2.53
=========
Average number of shares outstanding 12,867
=========
2003 (h)
- -------------------
Service revenues
and sales $ 441,017 $ 260,776 $ - $ 701,793
--------- --------- --------- ---------
Cost of services
provided and goods
sold 345,189 146,818 - 492,007
Selling,
general and
administrative
expenses 53,526 85,114 9,708 (c) 148,348
Depreciation 5,100 9,179 340 14,619
Amortization 4,185 302 - 4,487
--------- --------- --------- ---------
Total costs and
expenses 408,000 241,413 10,048 659,461
--------- --------- --------- ---------
Income/(loss)
from operations 33,017 19,363 (10,048) 42,332
Interest expense - (170) (23,337) (23,507)
Intercompany
interest
income/(expense) - 595 (595) -
Loss on
extinguishment
of debt - - (3,330)(b) (3,330)
Other income--net 684 1,442 5,767 (d) 7,893
--------- --------- --------- ---------
Income/(loss)
before income
taxes 33,701 21,230 (31,543) 23,388
Income taxes (13,543) (8,054) 10,788 (10,809)
--------- --------- --------- ---------
Income/(loss) from
continuing
operations 20,158 13,176 (20,755) 12,579
Discontinued
operations - - (14,623) (14,623)
--------- --------- --------- ---------
Net income/
(loss) $ 20,158 $ 13,176 $ (35,378) $ (2,044)
========= ========= ========= =========
Earnings/(Loss) Per Share
Continuing operations $ 1.05
=========
Net loss $ (0.17)
=========
Average number of shares outstanding 11,924
=========
Diluted Earnings/(Loss) Per Share
Continuing operations $ 1.05
=========
Net loss $ (0.17)
=========
Average number of shares outstanding 11,954
=========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
VITAS PRO FORMA QUARTERLY STATEMENT OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(in thousands) (unaudited)
First Second Third Fourth Full
Quarter Quarter Quarter Quarter Year
--------- --------- --------- --------- ---------
2004 (g)
- ---------------------
Service revenues and
sales $123,982 $130,240 $135,101 $142,277 $531,600
-------- -------- -------- -------- --------
Cost of services
provided and goods
sold 99,334 101,790 105,695 108,830 415,649
Selling, general
and administrative
expenses 13,385 12,227 12,653 13,006 51,271
Depreciation 982 1,270 1,306 2,634 6,192
Amortization 1,024 1,324 1,251 358 3,957
Long-term
incentive costs - - - - -
-------- -------- -------- -------- --------
Total costs and
expenses 114,725 116,611 120,905 124,828 477,069
-------- -------- -------- -------- --------
Income from
operations 9,257 13,629 14,196 17,449 54,531
Interest expense (28) (30) (32) (38) (128)
Intercompany interest
income/(expense) - 131 289 339 759
Loss on
extinguishment
of debt - - - - -
Other income--net 72 45 93 127 337
-------- -------- -------- -------- --------
Income before
income taxes 9,301 13,775 14,546 17,877 55,499
Income taxes (3,701) (5,647) (5,886) (7,213) (22,447)
-------- -------- -------- -------- --------
Net income $ 5,600 $ 8,128 $ 8,660 $ 10,664 $ 33,052
======== ======== ======== ======== ========
2003 (h)
- ---------------------
Service revenues and
sales $100,182 $106,245 $113,528 $121,062 $441,017
-------- -------- -------- -------- --------
Cost of services
provided and goods
sold 80,919 82,684 88,372 93,214 345,189
Selling, general
and administrative
expenses 11,714 13,686 14,023 14,103 53,526
Depreciation 1,318 1,373 1,134 1,275 5,100
Amortization 1,041 1,042 1,041 1,061 4,185
Long-term
incentive costs - - - - -
-------- -------- -------- -------- --------
Total costs and
expenses 94,992 98,785 104,570 109,653 408,000
-------- -------- -------- -------- --------
Income from
operations 5,190 7,460 8,958 11,409 33,017
Interest expense - - - - -
Intercompany interest
income/(expense) - - - - -
Loss on
extinguishment
of debt - - - - -
Other income--net 150 203 168 163 684
-------- -------- -------- -------- --------
Income before
income taxes 5,340 7,663 9,126 11,572 33,701
Income taxes (2,132) (3,069) (3,614) (4,728) (13,543)
-------- -------- -------- -------- --------
Net income $ 3,208 $ 4,594 $ 5,512 $ 6,844 $ 20,158
======== ======== ======== ======== ========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
CONSOLIDATING SUMMARY OF EBITDA
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(in thousands)(unaudited)
Chemed
VITAS Roto-Rooter Corporate Consolidated
---------- ----------- ----------- ------------
2004
- ----------------------
Net income $ 9,660 $ 3,341 $ 2,691 $ 15,692
Add/(deduct):
Discontinued
operations - - (8,314) (8,314)
Interest expense 38 104 5,829 5,971
Income taxes 6,541 2,125 (4,430) 4,236
Depreciation 2,634 2,082 58 4,774
Amortization 354 (37) 200 517
-------- -------- -------- --------
EBITDA 19,227 7,615 (3,966) 22,876
Add/(deduct):
Long-term incentive
compensation - - - -
Lawsuit settlement - 3,135 - 3,135
Debt registration
expenses - - 1,191 1,191
Advertising cost
adjustment (j) - 1,571 - 1,571
Interest income (142) (31) (434) (607)
Intercompany interest
income/(expense) (339) (341) 680 -
Loss on
extinguishment
of debt - - - -
VITAS transaction
costs and
adjustments 1,680 - 349 2,029
Equity in earnings
of VITAS - - - -
-------- -------- -------- --------
Adjusted EBITDA $ 20,426 $ 11,949 $ (2,180) $ 30,195
======== ======== ======== ========
2003
- -----------------------
Net income/(loss) $ - $ 2,075 $(15,280) $(13,205)
Add/(deduct):
Discontinued
operations - - 14,748 14,748
Interest expense - 22 754 776
Income taxes - 1,324 (768) 556
Depreciation - 2,279 74 2,353
Amortization - 122 - 122
-------- -------- -------- --------
EBITDA - 5,822 (472) 5,350
Add/(deduct):
Severance charges - - - -
Advertising cost
adjustment (j) - 2,689 - 2,689
Interest income - (92) (365) (457)
Intercompany interest
income/(expense) - (181) 181 -
Dividend income
from VITAS - - - -
Equity in earnings
of VITAS - - (922) (922)
Gains on sales of
investments - - - -
-------- -------- -------- --------
Adjusted EBITDA $ - $ 8,238 $ (1,578) $ 6,660
======== ======== ======== ========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
CONSOLIDATING SUMMARY OF EBITDA
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(in thousands)(unaudited)
Chemed
VITAS Roto-Rooter Corporate Consolidated
---------- ----------- ----------- ------------
2004
- ----------------------
Net income/(loss) $ 29,139 $ 18,795 $(20,422) $ 27,512
Add/(deduct):
Discontinued
operations - - (8,326) (8,326)
Interest expense 128 206 20,824 21,158
Income taxes 20,030 10,611 (16,845) 13,796
Depreciation 5,712 8,583 247 14,542
Amortization 3,349 119 311 3,779
-------- -------- -------- --------
EBITDA 58,358 38,314 (24,211) 72,461
Add/(deduct):
Long-term incentive
compensation - 1,558 7,225 8,783
Lawsuit settlement - 3,135 - 3,135
Debt registration
expenses - - 1,191 1,191
Advertising cost
adjustment (j) - 528 - 528
Interest income (332) (139) (1,403) (1,874)
Intercompany interest
income/(expense) (759) (1,041) 1,800 -
Loss on
extinguishment
of debt - - 3,330 3,330
VITAS transaction
costs and
adjustments 1,680 - (1,238) 442
Equity in loss
of VITAS - - 4,105 4,105
-------- -------- -------- --------
Adjusted EBITDA $ 58,947 $ 42,355 $ (9,201) $ 92,101
======== ======== ======== ========
2003
- -----------------------
Net income/(loss) $ - $ 13,176 $(16,611) $ (3,435)
Add/(deduct):
Discontinued
operations - - 14,623 14,623
Interest expense - 170 3,007 3,177
Income taxes - 8,054 (1,874) 6,180
Depreciation - 9,179 340 9,519
Amortization - 302 - 302
-------- -------- -------- --------
EBITDA - 30,881 (515) 30,366
Add/(deduct):
Severance charges - - 3,627 3,627
Advertising cost
adjustment (j) - 829 - 829
Interest income - (268) (1,592) (1,860)
Intercompany interest
income/(expense) - (595) 595 -
Dividend income
from VITAS - - (1,532) (1,532)
Equity in earnings
of VITAS - - (922) (922)
Gains on sales of
investments - - (5,390) (5,390)
-------- -------- -------- --------
Adjusted EBITDA $ - $ 30,847 $ (5,729) $ 25,118
======== ======== ======== ========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
PRO FORMA CONSOLIDATING SUMMARY OF EBITDA
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003
(in thousands)(unaudited)
Chemed
VITAS (i) Roto-Rooter Corporate (i) Consolidated
--------- ----------- ------------- ------------
2004
- ----------------------
Pro forma net income $ 10,664 $ 3,341 $ 2,857 $ 16,862
Add/(deduct):
Discontinued
operations - - (8,314) (8,314)
Interest expense 38 104 5,829 5,971
Income taxes 7,213 2,125 (4,247) 5,091
Depreciation 2,123 2,082 58 4,263
Amortization 869 (37) 200 1,032
-------- -------- -------- --------
Pro forma EBITDA 20,907 7,615 (3,617) 24,905
Add/(deduct):
Long-term incentive
compensation - - - -
Lawsuit settlement - 3,135 - 3,135
Debt registration
expenses - - 1,191 1,191
Advertising cost
adjustment (j) - 1,571 - 1,571
Interest income (142) (31) (434) (607)
Intercompany interest
income/(expense) (339) (341) 680 -
Loss on
extinguishment of
debt - - - -
-------- -------- -------- --------
Pro forma adjusted
EBITDA $ 20,426 $ 11,949 $ (2,180) $ 30,195
======== ======== ======== ========
2003
- ----------------------
Pro forma net
income/(loss) $ 6,844 $ 2,075 $(18,380) $ (9,461)
Add/(deduct):
Discontinued
operations - - 14,748 14,748
Interest expense - 22 4,226 4,248
Income taxes 4,728 1,324 (1,926) 4,126
Depreciation 1,275 2,279 74 3,628
Amortization 1,061 122 - 1,183
-------- -------- -------- --------
Pro forma EBITDA 13,908 5,822 (1,258) 18,472
Add/(deduct):
Severance charges - - - -
Advertising cost
adjustment (j) - 2,689 - 2,689
Interest income (163) (92) (365) (620)
Intercompany interest
income/(expense) - (181) 181 -
Gains on sales of
investments - - - -
Loss on
extinguishment of
debt - - - -
-------- -------- -------- --------
Pro forma adjusted
EBITDA $ 13,745 $ 8,238 $ (1,442) $ 20,541
======== ======== ======== ========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
PRO FORMA CONSOLIDATING SUMMARY OF EBITDA
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(in thousands)(unaudited)
Chemed
VITAS (i) Roto-Rooter Corporate (i) Consolidated
--------- ----------- ------------- ------------
2004
- ----------------------
Pro forma
net income/(loss) $ 33,052 $ 18,795 $(19,232) $ 32,615
Add/(deduct):
Discontinued
operations - - (8,326) (8,326)
Interest expense 128 206 24,226 24,560
Income taxes 22,447 10,611 (18,431) 14,627
Depreciation 6,192 8,583 247 15,022
Amortization 3,957 119 311 4,387
-------- -------- -------- --------
Pro forma EBITDA 65,776 38,314 (21,205) 82,885
Add/(deduct):
Long-term incentive
compensation - 1,558 7,225 8,783
Lawsuit settlement - 3,135 - 3,135
Debt registration
expenses - - 1,191 1,191
Advertising cost
adjustment (j) - 528 - 528
Interest income (373) (139) (1,403) (1,915)
Intercompany interest
income/(expense) (759) (1,041) 1,800 -
Loss on
extinguishment
of debt - - 3,330 3,330
-------- -------- -------- --------
Pro forma
adjusted EBITDA $ 64,644 $ 42,355 $ (9,062) $ 97,937
======== ======== ======== ========
2003
- ----------------------
Pro forma
net income/(loss) $ 20,158 $ 13,176 $(35,378) $ (2,044)
Add/(deduct):
Discontinued
operations - - 14,623 14,623
Interest expense - 170 23,337 23,507
Income taxes 13,543 8,054 (10,788) 10,809
Depreciation 5,100 9,179 340 14,619
Amortization 4,185 302 - 4,487
-------- -------- -------- --------
Pro forma EBITDA 42,986 30,881 (7,866) 66,001
Add/(deduct):
Severance charges - - 3,627 3,627
Advertising cost
adjustment (j) - 829 - 829
Interest income (684) (268) (1,330) (2,282)
Intercompany interest
income/(expense) - (595) 595 -
Gains on sales of
investments - - (3,544) (3,544)
Loss on
extinguishment
of debt - - 3,330 3,330
-------- -------- -------- --------
Pro forma
adjusted EBITDA $ 42,302 $ 30,847 $ (5,188) $ 67,961
======== ======== ======== ========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
VITAS PRO FORMA QUARTERLY SUMMARY OF EBITDA
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(in thousands) (unaudited)
First Second Third Fourth Full
2004 (g) Quarter Quarter Quarter Quarter Year
- ------------------------- -------- -------- -------- -------- --------
Pro forma net income $ 5,600 $ 8,128 $ 8,660 $10,664 $33,052
Add/(deduct):
Interest expense 28 30 32 38 128
Income taxes 3,701 5,647 5,886 7,213 22,447
Depreciation 982 1,270 1,306 2,634 6,192
Amortization 1,024 1,324 1,251 358 3,957
------- ------- ------- ------- -------
Pro forma EBITDA 11,335 16,399 17,135 20,907 65,776
Add/(deduct):
Interest income (72) (65) (94) (142) (373)
Intercompany interest
income/(expense) - (131) (289) (339) (759)
------- ------- ------- ------- -------
Pro forma
adjusted EBITDA $11,263 $16,203 $16,752 $20,426 $64,644
======= ======= ======= ======= =======
2003 (h)
- ------------------------
Pro forma net income $ 3,208 $ 4,594 $ 5,512 $ 6,844 $20,158
Add/(deduct):
Interest expense - - - - -
Income taxes 2,132 3,069 3,614 4,728 13,543
Depreciation 1,318 1,373 1,134 1,275 5,100
Amortization 1,041 1,042 1,041 1,061 4,185
------- ------- ------- ------- -------
Pro forma EBITDA 7,699 10,078 11,301 13,908 42,986
Add/(deduct):
Interest income (150) (203) (168) (163) (684)
Intercompany interest
income/(expense) - - - - -
------- ------- ------- ------- -------
Pro forma
adjusted EBITDA $ 7,549 $ 9,875 $11,133 $13,745 $42,302
======= ======= ======= ======= =======
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
RECONCILIATION OF PRO FORMA ADJUSTED NET INCOME
FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2004 AND 2003
(in thousands, except per share data)(unaudited)
For the For the
Three Months Ended Years Ended
December 31, December 31,
------------------- -------------------
2004 2003 2004 2003
--------- --------- --------- ---------
Net income/(loss) as reported $ 15,692 $(13,205) $ 27,512 $ (3,435)
Add/(deduct):
Pro forma VITAS net income
contribution for the
period (k) - 6,923 2,987 20,477
Pro forma prior-period
VITAS intangibles
amortization (4) - - -
Pro forma financing costs
related to acquisition of
VITAS (l) - (2,257) (2,211) (13,215)
Pro forma loss on
extinguishment of debt (l) - - - (2,164)
Pro forma elimination of
VITAS transaction costs
and adjustments 1,174 - 222 -
Pro forma elimination of
equity in income of
VITAS (m) - (922) 4,105 (922)
Pro forma elimination of
gain on redemption of
VITAS preferred stock (m) - - - (1,200)
Pro forma elimination of
preferred dividend income
from VITAS (m) - - - (1,585)
-------- -------- -------- --------
Pro forma net income/(loss) 16,862 (9,461) 32,615 (2,044)
Add/(deduct):
Discontinued operations (8,314) 14,748 (8,326) 14,623
Prior-period tax
adjustments and
settlements (600) - (1,620) -
Severance charges - - - 2,358
Capital gains - - - (3,351)
Aftertax cost of long-term
incentive payout - - 5,437 -
Aftertax cost of lawsuit
settlement 1,897 - 1,897 -
Aftertax cost of debt
registration expenses 727 - 727 -
Aftertax cost of loss on
extinguishment of debt - - 2,030 2,164
-------- -------- -------- --------
Adjusted pro forma income
from continuing operations $ 10,572 $ 5,287 $ 32,760 $ 13,750
======== ======== ======== ========
Earnings/(Loss) Per Share
As Reported
Net income/(loss) $ 1.26 $ (1.33) $ 2.28 $ (0.35)
======== ======== ======== ========
Average number of shares
outstanding 12,497 9,954 12,060 9,924
======== ======== ======== ========
Diluted Earnings/(Loss)
Per Share As Reported
Net income/(loss) $ 1.22 $ (1.32) $ 2.23 $ (0.35)
======== ======== ======== ========
Average number of shares
outstanding 12,836 10,000 12,318 9,954
======== ======== ======== ========
Adjusted Pro Forma Earnings
Per Share
Income from continuing
operations $ 0.85 $ 0.44 $ 2.60 $ 1.15
======== ======== ======== ========
Average number of shares
outstanding 12,497 11,954 12,609 11,924
======== ======== ======== ========
Adjusted Pro Forma Diluted
Earnings Per Share
Income from continuing
operations $ 0.82 $ 0.44 $ 2.55 $ 1.15
======== ======== ======== ========
Average number of shares
outstanding 12,836 12,000 12,867 11,954
======== ======== ======== ========
The "Footnotes to Financial Statements" are integral parts of this
financial information.
CHEMED CORPORATION
FOOTNOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2004 AND 2003
(unaudited)
(a) For the fourth quarter of 2004, amounts include settlement of a
lawsuit for Roto-Rooter of $3,135,000 ($1,897,000 aftertax),
expenses related to Corporate debt registration of $1,191,000
($727,000 aftertax) and additional VITAS transaction costs and
adjustments of $1,680,000 ($1,008,000 aftertax) for VITAS and
$349,000 ($166,000 aftertax) for Corporate. For the year 2004, all
of the foregoing apply except that the Corporate adjustment to
VITAS transaction costs amounts to an annual net credit of
$1,238,000 ($786,000 aftertax). In addition, the annual amount
includes payouts under the Company's 2002 Executive Long-term
Incentive Plan in the first quarter of 2004 of $7,225,000
($4,455,000 aftertax) for Corporate and $1,558,000 ($982,000
aftertax) for Roto-Rooter. For pro forma financial statements, all
of the foregoing apply except for amounts related to VITAS
transaction expenses and adjustments.
(b) Amount represents the prepayment penalty incurred on the early
extinguishment of the Company's debt ($2,030,000 aftertax) in the
first quarter of 2004. For pro forma financial statements, the
aftertax amount is $2,164,000 for 2003.
(c) Amount includes pretax charges of $3,627,000 ($2,358,000 aftertax)
for severance charges in the first quarter of 2003.
(d) Amount includes a pretax gain of $3,544,000 ($2,151,000 aftertax)
from the sales of investments in the first quarter of 2003 and a
pretax gain of $1,846,000 ($1,200,000 aftertax) from the
redemption of VITAS preferred stock in the third quarter of 2003.
(e) Amounts include favorable prior-period tax adjustments and tax
settlements. For the fourth quarter of 2004, the aftertax benefit
received from these adjustments was $600,000 for Corporate. For
the year 2004, the aftertax benefit received from these
adjustments was $990,000 for Corporate and $630,000 for
Roto-Rooter.
(f) Amount includes the Company's aftertax share of VITAS' charges
related to the Company's acquisition of VITAS in the first quarter
of 2004 prior to the acquisition date. These charges comprise
transaction-related expenses that reduced the Company's equity in
the earnings/(loss) of VITAS by $4,621,000 during 2004.
(g) The pro forma statement of operations for 2004 assumes the
Company's acquisition of VITAS and its financing (including the
retirement of existing debt) were completed as of January 1, 2004,
on the same terms and conditions as completed on February 24,
2004.
(h) The pro forma statement of operations for 2003 assumes the
Company's acquisition of VITAS and its financing (including the
retirement of existing debt) were completed as of January 1, 2003,
on the same terms and conditions as completed on February 24,
2004.
(i) Pro forma amounts for VITAS and Corporate assume the acquisition
of VITAS and the related financing were both completed on
January 1 of the respective years.
(j) Under Generally Accepted Accounting Principles ("GAAP"), the
Roto-Rooter segment expenses all advertising, including the cost
of telephone directories, immediately upon the initial release of
the advertising. Telephone directories are generally in
circulation 12 months. If a directory is in circulation for a time
period greater or less than 12 months, the publisher adjusts the
directory billing for the change in billing period. The timing of
when a telephone directory is published can and does fluctuate
significantly on a quarterly basis. This "direct expensing"
results in significant fluctuations in quarterly advertising
expense. In the fourth quarters of 2004 and 2003, GAAP advertising
expense for Roto-Rooter totaled $6,417,000 and $6,859,000,
respectively. If the expense of the telephone directories were
spread over the periods they are in circulation, advertising
expense for the fourth quarters of 2004 and 2003 would total
$4,846,000 and $4,170,000, respectively. For the years 2004 and
2003, GAAP advertising expense for Roto-Rooter totaled $18,587,000
and $16,361,000, respectively. If the expense of the telephone
directories were spread over the periods they are in circulation,
advertising expense for the years 2004 and 2003 would total
$18,059,000 and $15,532,000, respectively.
(k) Amount represents the additional net income VITAS would contribute
assuming the acquisition were completed on January 1 of the
respective years (excluding Chemed management fees).
(l) Amounts represent the additional financing costs, including a loss
on early extinguishment of debt in 2003, that would have been
incurred assuming the financing were completed on January 1 of the
respective years.
(m) Amounts represent the impact of eliminating the Company's prior
investments in VITAS, assuming the acquisition of VITAS were
completed on January 1 of the respective years.
CONTACT: Chemed Corporation
David P. Williams, (513) 762-6901