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8-K

Chemed Corp (CHE)

8-K 2023-02-23 For: 2023-02-23
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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):

February 23, 2023

CHEMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 1-8351 31-0791746
(State or other<br>‎jurisdiction of<br>‎incorporation) (Commission File Number) (I.R.S. Employer<br>‎Identification<br>‎Number)

2600 First Financial Center, 255 East 5th Street, Cincinnati, OH 45202

(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:

(513) 762-6690

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[_]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

[_]      Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240-14d-2(b))

[_]      Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which<br><br>registered
Capital stock $1 par value CHE NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.  [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [_]

Page 1 of 3


Item 2.02 Results of Operations and Financial Condition

On February 23, 2023 Chemed Corporation issued a press release announcing its financial results for the quarter ended December 31, 2022. A copy of the release is furnished herewith as Exhibit 99.

Item 9.01 Financial Statements and Exhibits

d) Exhibit
(99) Registrant’s press release dated December 31, 2022
104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL

Page 2 of 3


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:   December 31, 2022 By: /s/ Michael D. Witzeman
Michael D. Witzeman
Vice President and Controller

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		Exhibit 99	

Picture 2



CONTACT:  David P. Williams

(513) 762-6901



Chemed Reports Fourth-Quarter 2022 Results



CINCINNATI, February 23, 2023—Chemed Corporation (Chemed) (NYSE: CHE), which operates VITAS Healthcare Corporation (VITAS), one of the nation’s largest providers of end-of-life care, and Roto-Rooter, the nation’s largest commercial and residential plumbing and drain cleaning services provider, reported financial results for its fourth quarter ended December 31, 2022, versus the comparable prior-year period, as follows:



Consolidated operating results: | · | Revenue increased 1.0% to $547 million | | --- | --- | | · | GAAP Diluted Earnings-per-Share (EPS) of $4.13 | | --- | --- | | · | Adjusted Diluted EPS of $5.39, an increase of 2.7% | | --- | --- | 

VITAS segment operating results: | · | Net Patient Revenue of $308 million, a  decline of 2.5% | | --- | --- | | · | Average Daily Census (ADC) of 17,434, a decline of 2.8% | | --- | --- | | · | Admissions of 14,829, a decline of 8.7% | | --- | --- | | · | Net Income, excluding certain discrete items, of $44.2 million, a decline of 11.1% | | --- | --- | | · | Adjusted EBITDA, excluding Medicare Cap, of $61.7 million, a decline of 11.1% | | --- | --- | | · | Adjusted EBITDA margin, excluding Medicare Cap, of 19.8%, a decrease of 189-basis points | | --- | --- | 

Roto-Rooter segment operating results: | · | Revenue of $239 million, an increase of 6.1% | | --- | --- | | · | Net Income, excluding certain discrete items, of $49.3 million, an increase of 11.4% | | --- | --- | | · | Adjusted EBITDA of $69.3 million, an increase of 11.4% | | --- | --- | | · | Adjusted EBITDA margin of 29.0%, an increase of 138-basis points | | --- | --- | 



VITAS



VITAS net revenue was $308 million in the fourth quarter of 2022, which is a decline of 2.5%, when compared to the prior year period.  This revenue decline is comprised primarily of a 2.8% reduction in days-of-care and a geographically weighted average Medicare reimbursement rate increase of approximately 3.2%, partially offset by 200-basis points as a result of CMS


reimplementing the 2% sequestration cut that was suspended at the start of the pandemic in 2020.  Acuity mix shift had a net impact of reducing revenue approximately $1.8 million, or 0.6%, in the quarter when compared to the prior-year revenue and level-of-care mix.  The combination of Medicare Cap and other contra revenue changes negatively impacted revenue growth by 30-basis points.

In the fourth quarter of 2022, VITAS accrued $2.7 million in Medicare Cap billing limitations.  This compares to a $3.0 million Medicare Cap billing limitation in the fourth quarter of 2021.



Of VITAS’ 30 Medicare provider numbers, 25 provider numbers have a Medicare Cap cushion of 10% or greater, one provider number has a cushion between 5% and 10%, and four provider numbers have a trailing 12-month billing limitation liability.



Average revenue per patient per day in the fourth quarter of 2022 was $197.39 which, including acuity mix shift, is 58-basis points above the prior-year period. Reimbursement for routine home care and high acuity care averaged $173.53 and $1,040.03, respectively.  During the quarter, high acuity days-of-care were 2.7% of total days of care, 14-basis points below the prior-year quarter.



The fourth quarter 2022 gross margin, excluding Medicare Cap and the hiring and retention bonus program, was 26.9%.  This is a 135-basis point margin decline when compared to the fourth quarter of 2021. VITAS has increased licensed healthcare staff by 275 since the inception of the retention program on July 1, 2022.  This higher staffing  increased aggregate cost of sales in the quarter by approximately $4.4 million.  Excluding this capacity expansion, fourth quarter 2022 gross margins would have reflected a modest margin improvement when compared to the prior year quarter.



Selling, general and administrative expenses were $22.0 million in the fourth quarter of 2022 and compares to $21.5 million incurred in the prior-year quarter.  Adjusted EBITDA, excluding Medicare Cap, totaled $61.7 million in the quarter, a decrease of 11.1%.  Adjusted EBITDA margin in the quarter, excluding Medicare Cap, was 19.8%, which is 189-basis points below the prior-year period.  This Adjusted EBITDA margin was also negatively impacted by 200-basis points for the reimplementation of sequestration and approximately 141-basis points due to increased staffing and patient capacity from VITAS’ hiring and retention program.



Roto-Rooter



Roto-Rooter generated quarterly revenue of $239 million in the fourth quarter of 2022, an increase of 6.1%, when compared to the prior-year quarter.



Roto-Rooter branch commercial revenue in the quarter totaled $58.6 million, an increase of 8.7%, over the prior year.  This aggregate commercial revenue growth consisted of drain cleaning revenue increasing 5.5%, plumbing increasing 13.8%, excavation increasing 5.1%, and water restoration increasing 27.3%.



Roto-Rooter branch residential revenue in the quarter totaled $159 million, an increase of 5.0%, over the prior-year period.  This aggregate residential revenue growth consisted of drain cleaning decreasing 2.1%, plumbing expanding 7.0%, excavation expanding 4.9%, and water restoration


increasing 13.2%.



Roto-Rooter’s gross margin in the quarter was 53.0%, a 68-basis point increase when compared to the fourth quarter of 2021.  Adjusted EBITDA in the fourth quarter of 2022 totaled $69.3 million, an increase of 11.4%.  The Adjusted EBITDA margin in the quarter was 29.0%, which is a 138-basis point improvement when compared to the prior year.



Chemed Consolidated



As of December 31, 2022, Chemed had total cash and cash equivalents of $74.1 million and $97.5 million of current and long-term debt.



In June 2022, Chemed entered into a five-year $550 million Amended and Restated Credit Agreement (Credit Agreement).  This Credit Agreement consists of a $100 million amortizable term loan and a $450 million revolving credit facility. The interest rate on this Credit Agreement has a floating rate that is currently SOFR plus 100-basis points.  On December 31, 2022, the Company had approximately $405 million of undrawn borrowing capacity under this credit agreement.



During the quarter, the Company repurchased 25,000 shares of Chemed stock for $13.0 million which equates to a cost per share of $519.00.  As of December 31, 2022, there was approximately $88 million of remaining share repurchase authorization under its plan.





Guidance for 2023

VITAS 2023 revenue, prior to Medicare Cap, is estimated to increase 6.0% to 7.0% when compared to 2022.  Forecasted revenue growth is negatively impacted by 75-basis points as a result of the sequestration relief in the first half of 2022 compared to a full year of sequestration in 2023.  ADC is estimated to increase 3.5% to 4.0%, with the majority of this census growth in the second half of 2023 as increased staffing and operational capacity generates increased census.  Full year adjusted EBITDA margin, prior to Medicare Cap and accrued retention bonuses related to the hiring initiatives announced last year, is estimated to be 16.3% to 16.6%.  We are currently estimating $11 million for Medicare Cap billing limitations in calendar year 2023.

Roto-Rooter is forecasted to achieve full-year 2023 revenue growth of 5.0% to 5.5%. Roto-Rooter’s adjusted EBITDA margin for 2023 is expected to be 29.3% to 29.5%.

Based upon the above, full-year 2023 earnings per diluted share, excluding non-cash expense for stock options, tax benefits from stock option exercises, costs related to litigation, retention program for licensed healthcare employees, and other discrete items, is estimated to be in the range of $20.75 to $21.10.  Current 2023 guidance assumes an effective corporate tax rate on adjusted earnings of 25.1% and a diluted share count of 15.0 million shares.  Chemed’s 2022 reported adjusted earnings per diluted share was $19.75.






Conference Call



Chemed will host a conference call and webcast at 10 a.m., ET, on Friday February 24, 2023, to discuss the company's quarterly results and to provide an update on its business. Participants may access a live webcast of the conference call through the investor relations section of Chemed’s website, Investor Relations Home | Chemed Corporation or the hosting website  https://edge.media-server.com/mmc/p/rvyepdf9.



Participants may also register via teleconference at:

https://register.vevent.com/register/BIa68c5dbaf8b34e36b34d624d6cd5cc4a.  Once registration is completed, participants will be provided with a dial-in number containing a personalized conference code to access the call. All participants are instructed to dial-in 15 minutes prior to the start time.



A  taped replay of the conference call will be available beginning approximately two hours after the call's conclusion. You may access the replay via webcast through the investor relations section of Chemed’s website.



Chemed Corporation operates in the healthcare field through its VITAS Healthcare Corporation subsidiary.  VITAS provides daily hospice services to approximately 17,300 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, drain cleaning, and water cleanup services through company-owned branches, independent contractors and franchisees in the United States and Canada. Roto-Rooter also has licensed master franchisees in the republics of Indonesia and Singapore, and the Philippines.



This press release contains information about Chemed’s EBITDA, Adjusted EBITDA and Adjusted Diluted EPS, which are not measures derived in accordance with GAAP and which exclude components that are important to understanding Chemed’s financial performance. In reporting its operating results, Chemed provides EBITDA, Adjusted EBITDA and Adjusted Diluted EPS measures to help investors and others evaluate the Company’s 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 management similarly uses EBITDA, Adjusted EBITDA and Adjusted Diluted EPS to assist it in evaluating the performance of the Company across fiscal periods and in assessing how its performance compares to its peer companies.  These measures also help Chemed’s management to estimate the resources required to meet Chemed’s future financial obligations and expenditures.  Chemed’s EBITDA, Adjusted EBITDA and Adjusted Diluted EPS should not be considered in isolation or as a substitute for comparable measures calculated and presented in accordance with GAAP. We calculated Adjusted EBITDA Margin by dividing Adjusted EBITDA by service revenue and sales.  A reconciliation of Chemed’s net income to its EBITDA, Adjusted EBITDA and Adjusted Diluted EPS 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 or plumbing and drain cleaning industries; periodic changes in reimbursement levels and procedures under Medicare and Medicaid programs; difficulties predicting patient length of stay and estimating potential Medicare reimbursement obligations; challenges inherent in Chemed's growth strategy; the current shortage of  qualified nurses,  other healthcare professionals and  licensed plumbing and drain cleaning technicians; Chemed’s dependence on patient referral sources; and other factors detailed under the caption "Description of  Business by  Segment" or "Risk Factors" in Chemed’s  most recent  report on  form 10-Q  or 10-K and its other filings with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on such forward-looking statements and there are no assurances that the matters contained in such statements will be achieved.






 |  | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | CHEMED CORPORATION AND SUBSIDIARY COMPANIES | | | | | | | | | | CONSOLIDATED STATEMENTS OF INCOME | | | | | | | | | | (in thousands, except per share data)(unaudited) | | | | | | | | | |  | | | | | | | | | |  | Three Months Ended December 31, | | | | For the Years Ended December 31, | | | | |  | 2022 | | 2021 | | 2022 | | 2021 | | | Service revenues and sales | $ | 546,654 | $ | 540,978 | | 2,134,963 | $ | 2,139,261 | | Cost of services provided and goods sold | | 349,570 | | 336,328 | | 1,369,877 | | 1,369,458 | | Selling, general and administrative expenses (aa) | | 96,928 | | 92,073 | | 358,727 | | 366,727 | | Depreciation | | 12,096 | | 11,840 | | 49,102 | | 49,011 | | Amortization | | 2,512 | | 2,510 | | 10,070 | | 10,040 | | Other operating expense | | 4,221 | | 198 | | 3,691 | | 987 | | Total costs and expenses | | 465,327 | | 442,949 | | 1,791,467 | | 1,796,223 | | Income from operations | | 81,327 | | 98,029 | | 343,496 | | 343,038 | | Interest expense | | (1,601) | | (525) | | (4,584) | | (1,868) | | Other (expense)/income--net (bb) | | 2,674 | | (1,377) | | (9,233) | | 9,144 | | Income before income taxes | | 82,400 | | 96,127 | | 329,679 | | 350,314 | | Income taxes | | (20,274) | | (21,502) | | (80,055) | | (81,764) | | Net income | $ | 62,126 | $ | 74,625 | $ | 249,624 | $ | 268,550 | | Earnings Per Share | | | | | | | | | | Net income | $ | 4.17 | $ | 4.89 | $ | 16.72 | $ | 17.14 | | Average number of shares outstanding | | 14,913 | | 15,266 | | 14,929 | | 15,671 | | Diluted Earnings Per Share | | | | | | | | | | Net income | $ | 4.13 | $ | 4.81 | $ | 16.53 | $ | 16.85 | | Average number of shares outstanding | | 15,052 | | 15,513 | | 15,099 | | 15,938 | |  | | | | | | | | | | (aa)    Selling, general and administrative ("SG&A") expenses comprise (in thousands): | | | | | | | | | |  | | | | | | | | | |  | Three Months Ended December 31, | | | | For the Years Ended December 31, | | | | |  | 2022 | | 2021 | | 2022 | | 2021 | | | SG&A expenses before long-term incentive compensation | | | | | | | | | | and the impact of market value adjustments related to | | | | | | | | | | deferred compensation plans | $ | 91,779 | $ | 89,875 | $ | 360,896 | $ | 349,250 | | Market value adjustments related to deferred | | | | | | | | | | compensation trusts | | 2,226 | | (1,460) | | (9,970) | | 8,310 | | Long-term incentive compensation | | 2,923 | | 3,658 | | 7,801 | | 9,167 | | Total SG&A expenses | $ | 96,928 | $ | 92,073 | $ | 358,727 | $ | 366,727 | |  | | | | | | | | | | (bb)    Other (expense)/income--net comprises (in thousands): | | | | | | | | | |  | Three Months Ended December 31, | | | | For the Years Ended December 31, | | | | |  | 2022 | | 2021 | | 2022 | | 2021 | | | Market value adjustments related to deferred | | | | | | | | | | compensation trusts | $ | 2,226 | $ | (1,460) | $ | (9,970) | $ | 8,310 | | Interest income | | 65 | | 89 | | 355 | | 377 | | Other | | 383 | | (6) | | 382 | | 457 | | Total other (expense)/income--net | $ | 2,674 | $ | (1,377) | $ | (9,233) | $ | 9,144 | 


 |  | | | | | | --- | --- | --- | --- | --- | | CHEMED CORPORATION AND SUBSIDIARY COMPANIES | | | | | | CONSOLIDATED BALANCE SHEETS | | | | | | (in thousands, except per share data)(unaudited) | | | | | |  | | | | | |  | December 31, | | | | |  | 2022 | | 2021 | | | Assets | | | | | | Current assets | | | | | | Cash and cash equivalents | $ | 74,126 | $ | 32,895 | | Accounts receivable less allowances | | 139,408 | | 137,217 | | Inventories | | 10,272 | | 10,109 | | Prepaid income taxes | | 18,515 | | 17,377 | | Prepaid expenses | | 30,291 | | 32,688 | | Total current assets | | 272,612 | | 230,286 | | Investments of deferred compensation plans held in trust | | 93,196 | | 98,884 | | Properties and equipment, at cost less accumulated depreciation | | 199,714 | | 193,680 | | Lease right of use asset | | 135,662 | | 125,048 | | Identifiable intangible assets less accumulated amortization | | 99,726 | | 108,096 | | Goodwill | | 581,295 | | 578,591 | | Other assets | | 59,807 | | 8,138 | | Total Assets | $ | 1,442,012 | $ | 1,342,723 | | Liabilities | | | | | | Current liabilities | | | | | | Accounts payable | $ | 41,884 | $ | 73,024 | | Current portion of long-term debt | | 5,000 | | - | | Income taxes | | - | | 41 | | Accrued insurance | | 58,515 | | 55,918 | | Accrued compensation | | 87,350 | | 95,598 | | Accrued legal | | 4,456 | | 872 | | Short-term lease liability | | 38,996 | | 37,913 | | Other current liabilities | | 61,004 | | 39,033 | | Total current liabilities | | 297,205 | | 302,399 | | Deferred income taxes | | 38,613 | | 23,183 | | Long-term debt | | 92,500 | | 185,000 | | Deferred compensation liabilities | | 92,330 | | 98,597 | | Long-term lease liability | | 110,513 | | 100,629 | | Other liabilities | | 12,136 | | 9,642 | | Total Liabilities | | 643,297 | | 719,450 | | Stockholders' Equity | | | | | | Capital stock | | 36,796 | | 36,514 | | Paid-in capital | | 1,149,899 | | 1,044,341 | | Retained earnings | | 2,197,918 | | 1,970,311 | | Treasury stock, at cost | | (2,588,145) | | (2,430,094) | | Deferred compensation payable in Company stock | | 2,247 | | 2,201 | | Total Stockholders' Equity | | 798,715 | | 623,273 | | Total Liabilities and Stockholders' Equity | $ | 1,442,012 | $ | 1,342,723 | 






 |  | | | | | | --- | --- | --- | --- | --- | | CHEMED CORPORATION AND SUBSIDIARY COMPANIES | | | | | | CONSOLIDATED STATEMENTS OF CASH FLOWS | | | | | | (in thousands)(unaudited) | | | | | |  | | | | | |  | For the Years Ended December 31, | | | | |  | 2022 | | 2021 | | | Cash Flows from Operating Activities | | | | | | Net income | $ | 249,624 | $ | 268,550 | | Adjustments to reconcile net income to net cash provided | | | | | | by operating activities: | | | | | | Depreciation and amortization | | 59,172 | | 59,051 | | Stock option expense | | 26,254 | | 22,502 | | Deferred payroll taxes | | (18,175) | | (18,175) | | Provision for deferred income taxes | | 14,827 | | 2,400 | | Noncash long-term incentive compensation | | 6,188 | | 7,745 | | Litigation settlements/(payments) | | 4,000 | | (9,440) | | Noncash directors' compensation | | 1,170 | | 1,173 | | Amortization of debt issuance costs | | 342 | | 306 | | Changes in operating assets and liabilities, excluding | | | | | | amounts acquired in business combinations: | | | | | | Increase in accounts receivable | | (2,414) | | (8,431) | | Increase in inventories | | (162) | | (3,014) | | Decrease/(increase) in prepaid expenses | | 2,397 | | (6,511) | | Increase in accounts payable and | | | | | | other current liabilities | | 15,343 | | 9,832 | | Change in current income taxes | | (996) | | (20,401) | | Net change in lease assets and liabilities | | 1,471 | | (44) | | Increase in other assets | | (45,779) | | (10,305) | | (Decrease)/increase in other liabilities | | (3,350) | | 12,074 | | Other (uses)/sources | | (26) | | 1,285 | | Net cash provided by operating activities | | 309,886 | | 308,597 | | Cash Flows from Investing Activities | | | | | | Capital expenditures | | (57,325) | | (58,675) | | Business combinations, net of cash acquired | | (3,529) | | - | | Proceeds from sale of fixed assets | | 2,330 | | 904 | | Other (uses)/sources | | (878) | | 14 | | Net cash used by investing activities | | (59,402) | | (57,757) | | Cash Flows from Financing Activities | | | | | | Payments on revolving line of credit | | (306,800) | | (25,300) | | Proceeds from revolving line of credit | | 121,800 | | 210,300 | | Proceeds from other long-term debt | | 100,000 | | - | | Payments on other long-term debt | | (2,500) | | - | | Purchases of treasury stock | | (114,515) | | (576,042) | | Proceeds from exercise of stock options | | 44,968 | | 35,848 | | Dividends paid | | (22,017) | | (22,016) | | Capital stock surrendered to pay taxes on stock-based compensation | | (15,611) | | (15,129) | | Change in cash overdrafts payable | | (11,884) | | 11,884 | | Debt issuance costs | | (1,586) | | - | | Other uses | | (1,108) | | (165) | | Net cash used by financing activities | | (209,253) | | (380,620) | | Increase/(decrease) in Cash and Cash Equivalents | | 41,231 | | (129,780) | | Cash and cash equivalents at beginning of year | | 32,895 | | 162,675 | | Cash and cash equivalents at end of year | $ | 74,126 | $ | 32,895 | 








 |  | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | CHEMED CORPORATION AND SUBSIDIARY COMPANIES | | | | | | | | | | CONSOLIDATING STATEMENTS OF INCOME | | | | | | | | | | FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021 | | | | | | | | | | (in thousands)(unaudited) | | | | | | | | | |  | | | | | | | Chemed | | |  | VITAS | | Roto-Rooter | | Corporate | | Consolidated | | | 2022 (a) | | | | | | | | | | Service revenues and sales | $ | 308,059 | $ | 238,595 | $ | - | $ | 546,654 | | Cost of services provided and goods sold | | 237,333 | | 112,237 | | - | | 349,570 | | Selling, general and administrative expenses | | 22,005 | | 57,096 | | 17,827 | | 96,928 | | Depreciation | | 5,061 | | 7,017 | | 18 | | 12,096 | | Amortization | | 26 | | 2,486 | | - | | 2,512 | | Other operating expense/(income) | | 4,266 | | (45) | | - | | 4,221 | | Total costs and expenses | | 268,691 | | 178,791 | | 17,845 | | 465,327 | | Income/(loss) from operations | | 39,368 | | 59,804 | | (17,845) | | 81,327 | | Interest expense | | (31) | | (76) | | (1,494) | | (1,601) | | Intercompany interest income/(expense) | | 4,720 | | 2,594 | | (7,314) | | - | | Other income—net | | 417 | | 31 | | 2,226 | | 2,674 | | Income/(loss) before income taxes | | 44,474 | | 62,353 | | (24,427) | | 82,400 | | Income taxes | | (10,800) | | (14,829) | | 5,355 | | (20,274) | | Net income/(loss) | $ | 33,674 | $ | 47,524 | $ | (19,072) | $ | 62,126 | |  | | | | | | | | | | 2021 (b) | | | | | | | | | | Service revenues and sales | $ | 316,112 | $ | 224,866 | $ | - | $ | 540,978 | | Cost of services provided and goods sold | | 229,023 | | 107,305 | | - | | 336,328 | | Selling, general and administrative expenses | | 21,491 | | 56,246 | | 14,336 | | 92,073 | | Depreciation | | 5,365 | | 6,456 | | 19 | | 11,840 | | Amortization | | 18 | | 2,492 | | - | | 2,510 | | Other operating expense/(income) | | 221 | | (23) | | - | | 198 | | Total costs and expenses | | 256,118 | | 172,476 | | 14,355 | | 442,949 | | Income/(loss) from operations | | 59,994 | | 52,390 | | (14,355) | | 98,029 | | Interest expense | | (31) | | (132) | | (362) | | (525) | | Intercompany interest income/(expense) | | 4,601 | | 2,064 | | (6,665) | | - | | Other income/(expense)—net | | 58 | | 26 | | (1,461) | | (1,377) | | Income/(loss) before income taxes | | 64,622 | | 54,348 | | (22,843) | | 96,127 | | Income taxes | | (15,621) | | (12,519) | | 6,638 | | (21,502) | | Net income/(loss) | $ | 49,001 | $ | 41,829 | $ | (16,205) | $ | 74,625 | |  | | | | | | | | | |  | | | | | | | | | | The "Footnotes to Financial Statements" are integral parts of this financial information. | | | | | | | | | 




CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(in thousands)(unaudited)

 Chemed
 VITAS Roto-Rooter Corporate Consolidated
2022 (a)
Service revenues and sales $ 1,201,564 $ 933,399 $ - $ 2,134,963
Cost of services provided and goods sold 931,861 438,016 - 1,369,877
Selling, general and administrative expenses 89,187 222,257 47,283 358,727
Depreciation 21,955 27,075 72 49,102
Amortization 101 9,969 - 10,070
Other operating expense 3,337 354 - 3,691
Total costs and expenses 1,046,441 697,671 47,355 1,791,467
Income/(loss) from operations 155,123 235,728 (47,355) 343,496
Interest expense (172) (396) (4,016) (4,584)
Intercompany interest income/(expense) 18,901 9,345 (28,246) -
Other income/(expense)—net 600 138 (9,971) (9,233)
Income/(loss) before income taxes 174,452 244,815 (89,588) 329,679
Income taxes (43,000) (58,695) 21,640 (80,055)
Net income/(loss) $ 131,452 $ 186,120 $ (67,948) $ 249,624

2021 (b)
Service revenues and sales $ 1,261,246 $ 878,015 $ - $ 2,139,261
Cost of services provided and goods sold 953,420 416,038 - 1,369,458
Selling, general and administrative expenses 87,585 215,036 64,106 366,727
Depreciation 23,114 25,816 81 49,011
Amortization 71 9,969 - 10,040
Other operating expense 876 111 - 987
Total costs and expenses 1,065,066 666,970 64,187 1,796,223
Income/(loss) from operations 196,180 211,045 (64,187) 343,038
Interest expense (160) (595) (1,113) (1,868)
Intercompany interest income/(expense) 18,125 7,180 (25,305) -
Other income—net 712 123 8,309 9,144
Income/(loss) before income taxes 214,857 217,753 (82,296) 350,314
Income taxes (52,426) (51,420) 22,082 (81,764)
Net income/(loss) $ 162,431 $ 166,333 $ (60,214) $ 268,550


The "Footnotes to Financial Statements" are integral parts of this financial information.












 |  | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | CHEMED CORPORATION AND SUBSIDIARY COMPANIES | | | | | | | | | | CONSOLIDATING SUMMARIES OF EBITDA | | | | | | | | | | FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 AND 2021 | | | | | | | | | | (in thousands)(unaudited) | | | | | | | | | |  | | | | | | | Chemed | | |  | VITAS | | Roto-Rooter | | Corporate | | Consolidated | | | 2022 | | | | | | | | | | Net income/(loss) | $ | 33,674 | $ | 47,524 | $ | (19,072) | $ | 62,126 | | Add/(deduct): | | | | | | | | | | Interest expense | | 31 | | 76 | | 1,494 | | 1,601 | | Income taxes | | 10,800 | | 14,829 | | (5,355) | | 20,274 | | Depreciation | | 5,061 | | 7,017 | | 18 | | 12,096 | | Amortization | | 26 | | 2,486 | | - | | 2,512 | | EBITDA | | 49,592 | | 71,932 | | (22,915) | | 98,609 | | Add/(deduct): | | | | | | | | | | Intercompany interest expense/(income) | | (4,720) | | (2,594) | | 7,314 | | - | | Interest (income)/expense | | (36) | | (30) | | 1 | | (65) | | Licensed healthcare retention bonus | | 10,075 | | - | | - | | 10,075 | | Stock option expense | | - | | - | | 6,911 | | 6,911 | | Litigation settlements | | 4,000 | | - | | - | | 4,000 | | Long-term incentive compensation | | - | | - | | 2,923 | | 2,923 | | Adjusted EBITDA | $ | 58,911 | $ | 69,308 | $ | (5,766) | $ | 122,453 | |  | | | | | | | | | | 2021 | | | | | | | | | | Net income/(loss) | $ | 49,001 | $ | 41,829 | $ | (16,205) | $ | 74,625 | | Add/(deduct): | | | | | | | | | | Interest expense | | 31 | | 132 | | 362 | | 525 | | Income taxes | | 15,621 | | 12,519 | | (6,638) | | 21,502 | | Depreciation | | 5,365 | | 6,456 | | 19 | | 11,840 | | Amortization | | 18 | | 2,492 | | - | | 2,510 | | EBITDA | | 70,036 | | 63,428 | | (22,462) | | 111,002 | | Add/(deduct): | | | | | | | | | | Intercompany interest expense/(income) | | (4,601) | | (2,064) | | 6,665 | | - | | Interest income | | (63) | | (26) | | - | | (89) | | Stock option expense | | - | | - | | 6,159 | | 6,159 | | Long-term incentive compensation | | - | | - | | 3,659 | | 3,659 | | Direct costs related to COVID-19 | | 959 | | 884 | | - | | 1,843 | | Adjusted EBITDA | $ | 66,331 | $ | 62,222 | $ | (5,979) | $ | 122,574 | |  | | | | | | | | | | The "Footnotes to Financial Statements" are integral parts of this financial information. | | | | | | | | | 










CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING SUMMARIES OF EBITDA
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(in thousands)(unaudited)
 Chemed
 VITAS Roto-Rooter Corporate Consolidated
2022
Net income/(loss) $ 131,452 $ 186,120 $ (67,948) $ 249,624
Add/(deduct):
Interest expense 172 396 4,016 4,584
Income taxes 43,000 58,695 (21,640) 80,055
Depreciation 21,955 27,075 72 49,102
Amortization 101 9,969 - 10,070
EBITDA 196,680 282,255 (85,500) 393,435
Add/(deduct):
Intercompany interest expense/(income) (18,901) (9,345) 28,246 -
Interest (income)/expense (218) (138) 1 (355)
Stock option expense - - 26,254 26,254
Licensed healthcare retention bonus 19,634 - - 19,634
Long-term incentive compensation - - 7,801 7,801
Litigation settlements 4,000 - - 4,000
Direct costs related to COVID-19 310 988 89 1,387
Medicare cap sequestration adjustment 138 - - 138
Adjusted EBITDA $ 201,643 $ 273,760 $ (23,109) $ 452,294
2021
Net income/(loss) $ 162,431 $ 166,333 $ (60,214) $ 268,550
Add/(deduct):
Interest expense 160 595 1,113 1,868
Income taxes 52,426 51,420 (22,082) 81,764
Depreciation 23,114 25,816 81 49,011
Amortization 71 9,969 - 10,040
EBITDA 238,202 254,133 (81,102) 411,233
Add/(deduct):
Intercompany interest expense/(income) (18,125) (7,180) 25,305 -
Interest income (253) (124) - (377)
Stock option expense - - 22,502 22,502
Direct costs related to COVID-19 16,296 2,435 38 18,769
Long-term incentive compensation - - 9,167 9,167
Litigation settlements - (98) - (98)
Other - - 218 218
Adjusted EBITDA $ 236,120 $ 249,166 $ (23,872) $ 461,414

The "Footnotes to Financial Statements" are integral parts of this financial information.










|  |  |  |  |  |  |  |  |  |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | | CHEMED CORPORATION AND SUBSIDIARY COMPANIES | | | | | | | | | | RECONCILIATION OF ADJUSTED NET INCOME | | | | | | | | | | (in thousands, except per share data)(unaudited) | | | | | | | | | |  | | | | | | | | | |  | | | | | | | | | |  | Three Months Ended December 31, | | | | For the Years Ended December 31, | | | | |  | 2022 | | 2021 | | 2022 | | 2021 | | | Net income as reported | $ | 62,126 | $ | 74,625 | $ | 249,624 | $ | 268,550 | | Add/(deduct) pre-tax cost of: | | | | | | | | | | Stock option expense | | 6,911 | | 6,159 | | 26,254 | | 22,502 | | Licensed healthcare worker retention bonus | | 10,075 | | - | | 19,634 | | - | | Amortization of reacquired franchise agreements | | 2,352 | | 2,352 | | 9,408 | | 9,408 | | Long-term incentive compensation | | 2,923 | | 3,659 | | 7,801 | | 9,167 | | Litigation settlements | | 4,000 | | - | | 4,000 | | (98) | | Direct costs related to COVID-19 | | - | | 1,843 | | 1,387 | | 18,769 | | Medicare cap sequestration adjustment | | - | | - | | 138 | | - | | Facility relocation expenses | | - | | - | | - | | 1,855 | | Other | | - | | - | | - | | 218 | | Add/(deduct) tax impacts: | | | | | | | | | | Tax impact of the above pre-tax adjustments (1) | | (5,710) | | (2,606) | | (14,062) | | (12,480) | | Excess tax benefits on stock compensation | | (1,538) | | (4,579) | | (5,928) | | (9,884) | | Adjusted net income | $ | 81,139 | $ | 81,453 | $ | 298,256 | $ | 308,007 | |  | | | | | | | | | | Diluted Earnings Per Share As Reported | | | | | | | | | | Net income | $ | 4.13 | $ | 4.81 | $ | 16.53 | $ | 16.85 | | Average number of shares outstanding | | 15,052 | | 15,513 | | 15,099 | | 15,938 | |  | | | | | | | | | | Adjusted Diluted Earnings Per Share | | | | | | | | | | Adjusted net income | $ | 5.39 | $ | 5.25 | $ | 19.75 | $ | 19.33 | | Average number of shares outstanding | | 15,052 | | 15,513 | | 15,099 | | 15,938 | |  | | | | | | | | | | (1) The tax impact of pre-tax adjustments was calculated using the effective tax rate of the operating unit for which each adjustment is associated. | | | | | | | | | |  | | | | | | | | | | The "Footnotes to Financial Statements" are integral parts of this financial information. | | | | | | | | | 



CHEMED CORPORATION AND SUBSIDIARY COMPANIES
OPERATING STATISTICS FOR VITAS SEGMENT
(unaudited)

 For the Years Ended December 31,
OPERATING STATISTICS 2021 2022 2021
Net revenue (000) (c)
Homecare 267,691 $ 272,949 $ 1,039,211 $ 1,069,766
Inpatient 26,647 27,291 102,361 113,187
Continuous care 19,284 20,680 77,000 94,338
Other 2,977 2,902 12,438 12,142
Subtotal 316,599 $ 323,822 $ 1,231,010 $ 1,289,433
Room and board, net (2,778) (2,609) (9,574) (10,060)
Contractual allowances (3,012) (2,101) (12,004) (11,530)
Medicare cap allowance (2,750) (3,000) (7,868) (6,597)
Net Revenue 308,059 $ 316,112 $ 1,201,564 $ 1,261,246
Net revenue as a percent of total before Medicare cap allowance
Homecare 84.6 % 84.3 % 84.4 % 83.0 %
Inpatient 8.4 8.4 8.3 8.8
Continuous care 6.1 6.4 6.3 7.3
Other 0.9 0.9 1.0 0.9
Subtotal 100.0 100.0 100.0 100.0
Room and board, net (0.9) (0.9) (0.8) (0.8)
Contractual allowances (0.9) (0.6) (1.0) (0.9)
Medicare cap allowance (0.9) (0.9) (0.6) (0.5)
Net Revenue 97.3 % 97.6 % 97.6 % 97.8 %
Days of care
Homecare 1,289,067 1,338,955 5,086,021 5,347,170
Nursing home 264,895 257,416 1,036,816 993,322
Respite 5,807 5,894 23,905 21,403
Subtotal routine homecare and respite 1,559,769 1,602,265 6,146,742 6,361,895
Inpatient 24,254 25,556 95,431 107,685
Continuous care 19,909 22,154 81,890 101,539
Total 1,603,932 1,649,975 6,324,063 6,571,119

Number of days in relevant time period 92 92 365 365
Average daily census ("ADC") (days)
Homecare 14,012 14,554 13,934 14,649
Nursing home 2,879 2,798 2,841 2,721
Respite 63 64 65 59
Subtotal routine homecare and respite 16,954 17,416 16,840 17,429
Inpatient 264 278 261 295
Continuous care 216 241 224 279
Total 17,434 17,935 17,325 18,003
Total Admissions 14,829 16,250 60,774 68,823
Total Discharges 14,862 16,684 60,930 69,411
Average length of stay (days) 103.9 97.9 104.6 95.7
Median length of stay (days) 16.0 15.0 16.0 13.0
ADC by major diagnosis
Cerebro 41.0 % 36.5 % 39.8 % 36.7 %
Neurological 20.3 23.0 21.2 22.6
Cancer 10.7 11.5 10.9 11.9
Cardio 15.7 15.6 15.7 15.5
Respiratory 7.2 7.5 7.3 7.5
Other 5.1 5.9 5.1 5.8
Total 100.0 % 100.0 % 100.0 % 100.0 %
Admissions by major diagnosis
Cerebro 25.6 % 22.5 % 24.6 % 21.5 %
Neurological 11.0 12.7 12.3 12.3
Cancer 26.7 26.6 26.3 26.9
Cardio 15.3 14.8 14.9 14.5
Respiratory 10.5 11.0 10.3 10.9
Other 10.9 12.4 11.6 13.9
Total 100.0 % 100.0 % 100.0 % 100.0 %

Estimated uncollectible accounts as a percent of revenues 1.0 % 0.7 % 1.0 % 0.9 %

Accounts receivable --
Days of revenue outstanding-excluding unapplied Medicare payments 38.1 33.8 n.a. n.a.
Days of revenue outstanding-including unapplied Medicare payments 28.0 28.1 n.a. n.a.

The "Footnotes to Financial Statements" are integral parts of this financial information.

All values are in US Dollars.






 |  | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | CHEMED CORPORATION AND SUBSIDIARY COMPANIES | | | | | | | | | | | FOOTNOTES TO FINANCIAL STATEMENTS | | | | | | | | | | | FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2022 AND 2021 | | | | | | | | | | | (unaudited) | | | | | | | | | | |  | | | | | | | | | | | (a) | Included in the results of operations for 2022 are the following significant credits/(charges) which may not be indicative of ongoing operations | | | | | | | | | |  | (in thousands): | | | | | | | | | |  | | Three Months Ended December 31, 2022 | | | | | | | | |  | | VITAS | | Roto-Rooter | | Corporate | | Consolidated | | |  | | | | | | | | | | |  | Licensed healthcare worker retention bonus | $ | (10,075) | $ | - | $ | - | $ | (10,075) | |  | Stock option expense | | - | | - | | (6,911) | | (6,911) | |  | Litigation settlements | | (4,000) | | - | | - | | (4,000) | |  | Long-term incentive compensation | | - | | - | | (2,923) | | (2,923) | |  | Amortization of reacquired franchise agreements | | - | | (2,352) | | - | | (2,352) | |  | Pretax impact on earnings | | (14,075) | | (2,352) | | (9,834) | | (26,261) | |  | Excess tax benefits on stock compensation | | - | | - | | 1,538 | | 1,538 | |  | Income tax benefit on the above | | 3,575 | | 623 | | 1,512 | | 5,710 | |  | After-tax impact on earnings | $ | (10,500) | $ | (1,729) | $ | (6,784) | $ | (19,013) | |  | | | | | | | | | | |  | | For the Year Ended December 31, 2022 | | | | | | | | |  | | VITAS | | Roto-Rooter | | Corporate | | Consolidated | | |  | | | | | | | | | | |  | Stock option expense | $ | - | $ | - | $ | (26,254) | $ | (26,254) | |  | Licensed healthcare worker retention bonus | | (19,634) | | - | | - | | (19,634) | |  | Amortization of reacquired franchise agreements | | - | | (9,408) | | - | | (9,408) | |  | Long-term incentive compensation | | - | | - | | (7,801) | | (7,801) | |  | Litigation settlements | | (4,000) | | - | | - | | (4,000) | |  | Direct costs related to COVID-19 | | (310) | | (988) | | (89) | | (1,387) | |  | Medicare cap sequestration adjustment | | (138) | | - | | - | | (138) | |  | Pretax impact on earnings | | (24,082) | | (10,396) | | (34,144) | | (68,622) | |  | Excess tax benefits on stock compensation | | - | | - | | 5,928 | | 5,928 | |  | Income tax benefit on the above | | 6,117 | | 2,755 | | 5,190 | | 14,062 | |  | After-tax impact on earnings | $ | (17,965) | $ | (7,641) | $ | (23,026) | $ | (48,632) | |  | | | | | | | | | | 


|  |  |  |  |  |  |  |  |  |  |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (b) | Included in the results of operations for 2021 are the following significant credits/(charges) which may not be indicative of ongoing operations | | | | | | | | | |  | (in thousands): | | | | | | | | | |  | | Three Months Ended December 31, 2021 | | | | | | | | |  | | VITAS | | Roto-Rooter | | Corporate | | Consolidated | | |  | | | | | | | | | | |  | Stock option expense | $ | - | $ | - | $ | (6,159) | $ | (6,159) | |  | Long-term incentive compensation | | - | | - | | (3,659) | | (3,659) | |  | Amortization of reacquired franchise agreements | | - | | (2,352) | | - | | (2,352) | |  | Direct costs related to COVID-19 | | (959) | | (884) | | - | | (1,843) | |  | Pretax impact on earnings | | (959) | | (3,236) | | (9,818) | | (14,013) | |  | Excess tax benefits on stock compensation | | - | | - | | 4,579 | | 4,579 | |  | Income tax benefit on the above | | 243 | | 859 | | 1,504 | | 2,606 | |  | After-tax impact on earnings | $ | (716) | $ | (2,377) | $ | (3,735) | $ | (6,828) | |  | | | | | | | | | | |  | | For the Year Ended December 31, 2021 | | | | | | | | |  | | VITAS | | Roto-Rooter | | Corporate | | Consolidated | | |  | | | | | | | | | | |  | Stock option expense | $ | - | $ | - | $ | (22,502) | $ | (22,502) | |  | Direct costs related to COVID-19 | | (16,297) | | (2,434) | | (38) | | (18,769) | |  | Amortization of reacquired franchise agreements | | - | | (9,408) | | - | | (9,408) | |  | Long-term incentive compensation | | - | | - | | (9,167) | | (9,167) | |  | Facility relocation expenses | | (1,855) | | - | | - | | (1,855) | |  | Litigation settlements | | - | | 98 | | - | | 98 | |  | Other | | - | | - | | (218) | | (218) | |  | Pretax impact on earnings | | (18,152) | | (11,744) | | (31,925) | | (61,821) | |  | Excess tax benefits on stock compensation | | - | | - | | 9,884 | | 9,884 | |  | Income tax benefit on the above | | 4,611 | | 3,112 | | 4,757 | | 12,480 | |  | After-tax impact on earnings | $ | (13,541) | $ | (8,632) | $ | (17,284) | $ | (39,457) | |  | | | | | | | | | | | (c) | VITAS has 9 large (greater than 450 ADC), 14 medium (greater than 200 but less than 450 ADC) and 27 small (less than 200 ADC) hospice programs.  Of Vitas' 30 Medicare provider numbers, for the current cap year, 23 provider numbers have a Medicare cap cushion of greater than 10%, two provider numbers have a Medicare cap cushion between 5% and 10% and five provider numbers have a Medicare cap liability. | | | | | | | | |