-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gktj4X0wusrCoL1boS4aU4zNqNBlA+wCWDeDYBTZQFKIbmQwjgGMWKywR19gHHVI n+dEsvcLPdnE2i2C5Ch0CA== 0001157523-03-006142.txt : 20031031 0001157523-03-006142.hdr.sgml : 20031031 20031031162046 ACCESSION NUMBER: 0001157523-03-006142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031031 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROTO-ROOTER INC CENTRAL INDEX KEY: 0000019584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 310791746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08351 FILM NUMBER: 03970173 BUSINESS ADDRESS: STREET 1: 2600 CHEMED CTR STREET 2: 255 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137626900 MAIL ADDRESS: STREET 1: 2600 CHEMED CTR STREET 2: 255 E FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: CHEMED CORP DATE OF NAME CHANGE: 19920703 8-K 1 a4506587.txt ROTO-ROOTER 8-K 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): October 31, 2003 ROTO-ROOTER, INC. (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 7. Financial Statements, Pro Forma Financial Information and Exhibits c) Exhibits Exhibit No. Exhibit Description ----------- -------------------- 99 Press release dated October 31, 2003. Item 12. Results of Operations and Financial Condition Roto-Rooter, Inc. announced that it is restating its results for the years ended December 31, 2000, 2001 and 2002 and for the nine months ended September 30, 2003, to reflect a change in accounting for deferred advertising. A copy of the related press release is attached as Exhibit 99. 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. ROTO-ROOTER, INC. Dated: October 31, 2003 By: /s/ Arthur V. Tucker, Jr. ----------------- -------------------------- Arthur V. Tucker, Jr. Vice President and Controller Page 2 of 2 EX-99 3 a4506587ex99.txt EXHIBIT 99 PRESS RELEASE Exhibit 99 Roto-Rooter Inc. Revises Accounting for Yellow Pages Advertising; No Effect on Cash Flows from Operations CINCINNATI--(BUSINESS WIRE)--Oct. 31, 2003--Roto-Rooter Inc. (NYSE:RRR) (OTCBB:CHEQP) today announced that it is restating results for 2000, 2001, 2002, and the nine months ended September 30, 2003, in order to revise its accounting for deferred advertising. Roto-Rooter, in consultation with its independent accountants, PricewaterhouseCoopers LLP, reevaluated its accounting for certain advertising costs and revised its accounting to discontinue the practice of capitalizing and then amortizing the cost of Yellow Pages advertising. Roto-Rooter had spread Yellow Pages costs over the period directories were in circulation, typically 12 months. Roto-Rooter will now expense the cost of all such directory advertising as the books are distributed. The effects of this noncash charge will be to reduce net earnings for the years 2000, 2001, and 2002 by $613,000, $1,810,000, and $732,000, respectively, and to increase net earnings by $1,210,000 for the nine months ended September 30, 2003. Roto-Rooter President and Chief Executive Officer Kevin J. McNamara said, "Roto-Rooter has accounted for Yellow Pages directory costs in the manner that the company thought best reflected the results of our operations. We have consistently amortized Yellow Pages costs over the 12-month circulation period since the current rules on deferred advertising went into effect in 1995. This development will have no impact on reported cash flows from operations. Roto-Rooter will merely recognize the cost of Yellow Pages directories when the books are initially distributed instead of spreading the cost over the circulation period for each book." Following are Roto-Rooter's financial data for the restated periods. The company intends to file amended financial statements promptly. Roto-Rooter Inc. (www.RotoRooter.com), headquartered in Cincinnati, is a New York Stock Exchange-listed corporation operating in the residential and commercial repair-and-maintenance-service industry through two wholly owned subsidiaries. Roto-Rooter is North America's largest provider of plumbing and drain cleaning services. Service America Network Inc. provides major-appliance and heating/air-conditioning repair, maintenance, and replacement services. Statements in this press release or in other Roto-Rooter communications may relate to future events or Roto-Rooter's future performance. Such statements are forward-looking statements and are based on present information Roto-Rooter has related to its existing business circumstances. Investors are cautioned that such forward-looking statements are subject to inherent risk that actual results may differ materially from such forward-looking statements. Further, investors are cautioned that Roto-Rooter does not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. Roto-Rooter, Inc. Restated Net Income/(Loss) For the Nine Months Ended September 30, 2003 and 2002 For the Three Years Ended December 31, 2002, 2001 and 2000 (in thousands, except earnings per share) 2003 ----------------------------------------------- For the Three Months Ended For the Nine -------------------------------- Months Ended March 31 June 30 September 30 September 30, -------- -------- ------------ ------------- Net Income Previously reported $ 2,553 $ 2,792 $ 3,216 $ 8,561 Reduced/(additional) advertising expense, net of tax 1,004 508 (302) 1,210 ------- -------- ------- ------- As restated $ 3,557 $ 3,300 $ 2,914 $ 9,771 ======= ======== ======= ======= Earnings Per Share Previously reported $ 0.26 $ 0.28 $ 0.32 $ 0.86 ======= ======== ======= ======= As restated $ 0.36 $ 0.33 $ 0.29 $ 0.99 ======= ======== ======= ======= Average Shares Outstanding 9,890 9,908 9,941 9,913 ======= ======== ======= ======= Diluted Earnings Per Share Previously reported $ 0.26 $ 0.28 $ 0.32 $ 0.86 ======= ======== ======= ======= As restated $ 0.36 $ 0.33 $ 0.29 $ 0.98 ======= ======== ======= ======= Average Shares Outstanding 9,903(a) 9,942(a) 9,988(a) 9,940(a) ======= ======== ======= ======= 2002 ----------------------------------------------- For the Three Months Ended For the Nine -------------------------------- Months Ended March 31 June 30 September 30 September 30, -------- -------- ------------ ------------- Net Income Previously reported $ 4,672 $ 4,569 $ 7,107 $16,348 Reduced/(additional) advertising expense, net of tax 902 410 (242) 1,070 ------- -------- ------- ------- As restated $ 5,574 $ 4,979 $ 6,865 $17,418 ======= ======== ======= ======= Earnings Per Share Previously reported $ 0.47 $ 0.46 $ 0.72 $ 1.66 ======= ======== ======= ======= As restated $ 0.57 $ 0.51 $ 0.70 $ 1.77 ======= ======== ======= ======= Average Shares Outstanding 9,843 9,857 9,861 9,854 ======= ======== ======= ======= Diluted Earnings Per Share Previously reported $ 0.47 $ 0.46 $ 0.72 $ 1.65 ======= ======== ======= ======= As restated $ 0.56 $ 0.50 $ 0.70 $ 1.76 ======= ======== ======= ======= Average Shares Outstanding - previously reported 9,883(a) 9,898(a) 9,867(a) 9,882(a) ======= ======== ======= ======= Average Shares Outstanding - restated 10,267 9,898(a) 9,867(a) 9,882(a) ======= ======== ======= ======= For the Years Ended December 31, -------------------------------- 2002 2001 2000 ------- -------- ------- Net Income/(Loss) Previously reported $(1,813) $(10,375) $20,584 Additional advertising expense, net of tax (732) (1,810) (613) ------- -------- ------- As restated $(2,545) $(12,185) $19,971 ======= ======== ======= Earnings/(Loss) Per Share Previously reported $ (0.18) $ (1.07) $ 2.09 ======= ======== ======= As restated $ (0.26) $ (1.25) $ 2.03 ======= ======== ======= Average Shares Outstanding 9,858 9,714 9,833 ======= ======== ======= Diluted Earnings/(Loss) Per Share Previously reported $ (0.18) $ (1.07) $ 2.07 ======= ======== ======= As restated $ (0.26) $ (1.25) $ 2.01 ======= ======== ======= Average Shares Outstanding - previously reported 9,858(a) 9,714(a) 10,305 ======= ======== ======= Average Shares Outstanding - restated 9,858(a) 9,714(a) 9,927(a) ======= ======== ======= - ---------------------- (a) The impact of the convertible preferred securities has been excluded because it is antidilutive on earnings per share from continuing operations for the periods indicated. CONTACT: Roto-Rooter Inc. Timothy S. O'Toole, 513-762-6702 -----END PRIVACY-ENHANCED MESSAGE-----