Chemed Corp – ‘NT 10-K’ for 12/31/04

On:  Wednesday, 3/16/05, at 6:02pm ET   ·   As of:  3/17/05   ·   Effective:  3/17/05   ·   For:  12/31/04   ·   Accession #:  950152-5-2241   ·   File #:  1-08351

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Notice of a Late Filing of a Form 10-K   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     Chemed Corporation NT 10-K                             5     31K 

NT 10-K
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                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.  
--------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above,   
identify the Item(s) to which the notification relates:   
--------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION                                                 

Chemed Corporation                                                              
--------------------------------------------------------------------------------
Full Name of Registrant                                                         

N/A                                                                             
--------------------------------------------------------------------------------
Former Name if Applicable                                                       

2600 Chemed Center, 255 E. 5th Street                                           
--------------------------------------------------------------------------------
Address of Principal Executive Office (STREET AND NUMBER)                       

Cincinnati, OH 45202                                                            
--------------------------------------------------------------------------------
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. 

NT 10-K
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
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
      --------------------------     -----------        ------------------
               (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.                    

NT 10-K
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
CHEMED CORPORATION AND SUBSIDIARY COMPANIES                                     
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS                                  
(in thousands, except per share data)                                           

                                                        [Enlarge/Download Table]

                                                                                For the Years Ended December 31,         
                                                                        ------------------------------------------------ 
                                                                            2004              2003               2002    
                                                                        ------------      ------------      ------------ 
                                                                                                                         
CONTINUING OPERATIONS                                                                                                    
     Service revenues and sales                                         $    735,341      $    260,776      $    253,687 
                                                                        ------------      ------------      ------------ 
     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                --                -- 
                                                                        ------------      ------------      ------------ 
          Total costs and expenses                                           677,235           252,002           236,546 
                                                                        ------------      ------------      ------------ 
          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 
                                                                        ------------      ------------      ------------ 
          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                -- 
                                                                        ------------      ------------      ------------ 
          Income from continuing operations                                   19,186            11,188            11,107 
DISCONTINUED OPERATIONS                                                        8,326           (14,623)          (13,652)
                                                                        ------------      ------------      ------------ 
NET INCOME/(LOSS)                                                       $     27,512      $     (3,435)     $     (2,545)
                                                                        ============      ============      ============ 

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 
                                                                        ============      ============      ============ 
     Diluted earnings/(loss) per share                                        12,318             9,954             9,885 
                                                                        ============      ============      ============ 

 F-1

NT 10-K
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
CHEMED CORPORATION AND SUBSIDIARY COMPANIES                                     
UNAUDITED CONSOLIDATED BALANCE SHEET                                            
(in thousands, except share and per share data)                                 

                                                        [Enlarge/Download Table]

                                                                                               December 31,        
                                                                                    ------------------------------ 
                                                                                       2004               2003     
                                                                                    ------------      ------------ 
                                                                                                                   
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 
                                                                                    ------------      ------------ 
               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 
                                                                                    ------------      ------------ 
                    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 - 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)
                                                                                    ------------      ------------ 
                    Total Stockholders' Equity                                           332,092           192,693 
                                                                                    ------------      ------------ 
                    Total Liabilities and Stockholders' Equity                      $    825,566      $    328,458 
                                                                                    ============      ============ 

 F-2

NT 10-K
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
          --------------------------------------------------------------------

Chemed Corporation
------------------------------------------------------
(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.             
    ----------------------             ---------------------------------------
                     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).

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NT 10-K’ Filing		Date		First		Last			Other Filings
Filed as of / Effective on:		3/17/05
Filed on:		3/16/05		1		5
		3/8/05		1					8-K
For Period End:		12/31/04		1		2			10-K,  10-K/A,  5
		2/24/04		2					8-K
		12/31/03		2					10-K,  5
									List all Filings