UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 0000019584
Washington, D.C. 20549
Cusip Number
FORM 12b-25 16359R103
NOTIFICATION OF LATE FILING
(Check One) X Form 10-K __ Form 20-F __ Form 11-K __ Form 10-Q __ Form N-SAR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Chemed Corporation
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Full Name of Registrant
N/A
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Former Name if Applicable
2600 Chemed Center, 255 E. 5th Street
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Address of Principal Executive Office (STREET AND NUMBER)
Cincinnati, OH 45202
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
__ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
__ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
with the prescribed time period.
The registrant has experienced delays in completing its financial
statements and thus making all of the required disclosures in its
Annual Report on Form 10-K for the year ended December 31, 2004.
The registrant believes that its financial statements are reasonably
complete consistent with the earnings release it issued March 8,
2005. However, the registrant is unable to file its Form 10-K by
March 16, 2005 without unreasonable effort and expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Arthur V. Tucker, Jr. 513 762-6875
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been
filed? If answer is no identify report(s).
X Yes __ No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes __ No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made:
The accompanying unaudited consolidated financial statements of Chemed
Corporation ("Company") shown on pages F-1 and F-2 present the Company's results
of operations for the three years ended December 31, 2004 and the Company's
financial position as of December 31, 2004 and 2003. The significant changes in
the statement of operations for the year ended December 31, 2004 versus the year
ended December 31, 2003 and for the balance sheet as of December 31, 2004 and
2003 are due to the following:
o On February 24, 2004, the Company acquired the 63% of VITAS
Healthcare Corporation ("VITAS") it did not previously own and
has included the results of operations of VITAS in its
financial statements since that date. VITAS contributed
service revenues of $458.7 million in 2004 and net income of
$29.1 million in 2004.
o In February 2004, the Company issued two million shares of
capital stock at $50 per share and borrowed $335 million to
finance the purchase of VITAS, retire $67 million of VITAS'
debt and retire $26 million of the Company's debt. As a
result, pretax interest expense increased from $3.2 million in
2003 to $21.2 million in 2004.
o In December 2004, the Board of Directors of the Company
approved disposing the Service America segment in a sale to
certain employees. Accordingly, the accounts of Service
America have been reclassified to discontinued operations in
the Company's consolidated financial statements. The Company
recognized a $5.4 million pretax loss on the disposal and
aftertax gain of $8.9 million, including a $14.2 million tax
benefit on the disposal.
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
For the Years Ended December 31,
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2004 2003 2002
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CONTINUING OPERATIONS
Service revenues and sales $ 735,341 $ 260,776 $ 253,687
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Cost of services provided and goods sold (excluding depreciation) 507,078 146,818 140,946
Selling, general and administrative expenses 138,285 95,363 85,024
Depreciation 14,542 9,519 10,424
Amortization 3,779 302 152
Other expenses 13,551 -- --
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Total costs and expenses 677,235 252,002 236,546
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Income from operations 58,106 8,774 17,141
Interest expense (21,158) (3,177) (3,948)
Loss on extinguishment of debt (3,330) -- --
Other income--net 3,469 10,849 3,947
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Income before income taxes 37,087 16,446 17,140
Income taxes (13,796) (6,180) (6,033)
Equity in earnings/(loss) of affiliate (4,105) 922 --
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Income from continuing operations 19,186 11,188 11,107
DISCONTINUED OPERATIONS 8,326 (14,623) (13,652)
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NET INCOME/(LOSS) $ 27,512 $ (3,435) $ (2,545)
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EARNINGS/(LOSS) PER SHARE
Income from continuing operations $ 1.59 $ 1.13 $ 1.13
============ ============ ============
Net Income/(Loss) $ 2.28 $ (0.35) $ (0.26)
============ ============ ============
DILUTED EARNINGS/(LOSS) PER SHARE
Income from continuing operations $ 1.56 $ 1.12 $ 1.12
============ ============ ============
Net Income/(Loss) $ 2.23 $ (0.35) $ (0.26)
============ ============ ============
AVERAGE NUMBER OF SHARES OUTSTANDING
Earnings/(loss) per share 12,060 9,924 9,858
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Diluted earnings/(loss) per share 12,318 9,954 9,885
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F-1
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
December 31,
------------------------------
2004 2003
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ASSETS
Current assets
Cash and cash equivalents $ 71,448 $ 50,688
Accounts receivable less allowances of $7,544 (2003 - $2,646) 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
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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 of $5,174
(2003 - $1,705) 76,924 592
Goodwill 432,732 105,335
Noncurrent assets of discontinued operations 5,705 10,954
Other assets 24,528 23,691
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Total Assets $ 825,566 $ 328,458
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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
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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
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Total Liabilities 493,474 135,765
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STOCKHOLDERS' EQUITY
Capital stock - authorized 40,000,000 shares $1 par; issued 13,491,341 shares
(2003 - 13,452,907 shares) 13,491 13,453
Paid-in capital 212,691 170,501
Retained earnings 141,542 119,746
Treasury stock - 983,128 shares (2003 - 3,508,663 shares), 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)
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Total Stockholders' Equity 332,092 192,693
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Total Liabilities and Stockholders' Equity $ 825,566 $ 328,458
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F-2
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Chemed Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 16, 2005 By /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).