UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

    Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2018

    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 1-8351

CHEMED CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
31-0791746
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
     
255 E. Fifth Street, Suite 2600, Cincinnati, Ohio
 
45202
(Address of principal executive offices)
 
(Zip code)

(513) 762-6690
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes
No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 
Yes
No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
                 
  Emerging growth company            
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes
No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class
 
Amount
 
Date
         
Capital Stock $1 Par Value
 
16,012,354 Shares
 
September 30, 2018


-1-


CHEMED CORPORATION AND
SUBSIDIARY COMPANIES



Index

     
Page No.
PART I.    FINANCIAL INFORMATION:  
  Item 1.  Financial Statements  
     
   
3
       
     
   
4
       
     
   
5
       
   
6
       
  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
20
       
  Item 3.  Quantitative and Qualitative Disclosures about Market Risk
38
       
  Item 4.  Controls and Procedures
38
       
PART II.   OTHER INFORMATION  
  Item 1.    Legal Proceedings
38
       
  Item 1A. Risk Factors
38
       
  Item 2.    Unregistered Sales of Equity Securities and Use of  Proceeds
39
       
  Item 3.    Defaults Upon Senior Securities
39
       
  Item 4.    Mine Safety Disclosures
39
       
  Item 5.    Other Information
39
       
  Item 6.    Exhibits
40
   
EX – 31.1
 
   
EX – 31.2
 
   
EX – 31.3
 
   
EX – 32.1
 
   
EX – 32.2
 
   
EX – 32.3
 
   
EX – 101.INS
 
   
EX – 101.SCH
 
   
EX – 101.CAL
 
   
EX – 101.DEF
 
   
EX – 101.LAB
 
   
EX – 101.PRE
 
 
-2-

 
PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
UNAUDITED CONSOLIDATED BALANCE SHEETS
 
(in thousands, except share and per share data)
 
             
             
             
   
September 30, 2018
   
December 31, 2017
 
ASSETS
           
Current assets
           
Cash and cash equivalents
 
$
67,459
   
$
11,121
 
Accounts receivable less allowances (2017 - $15,175)
   
108,999
     
113,651
 
Inventories
   
5,763
     
5,334
 
Prepaid income taxes
   
6,039
     
29,848
 
Prepaid expenses
   
17,610
     
16,092
 
Total current assets
   
205,870
     
176,046
 
Investments of deferred compensation plans
   
70,237
     
62,067
 
Properties and equipment, at cost, less accumulated depreciation of $241,376 (2017 - $230,034)
   
154,434
     
143,034
 
Identifiable intangible assets less accumulated amortization of $32,982 (2017 - $32,887)
   
56,649
     
54,865
 
Goodwill
   
483,281
     
476,887
 
Other assets
   
8,653
     
7,127
 
Total Assets
 
$
979,124
   
$
920,026
 
                 
LIABILITIES
               
Current liabilities
               
Accounts payable
 
$
36,977
   
$
48,372
 
Current portion of long-term debt
   
-
     
10,000
 
Accrued insurance
   
43,503
     
46,968
 
Accrued compensation
   
70,687
     
62,933
 
Accrued legal
   
1,423
     
1,786
 
Other current liabilities
   
27,608
     
23,463
 
Total current liabilities
   
180,198
     
193,522
 
Deferred income taxes
   
15,293
     
16,640
 
Long-term debt
   
130,000
     
91,200
 
Deferred compensation liabilities
   
68,492
     
61,800
 
Other liabilities
   
16,988
     
16,510
 
Total Liabilities
   
410,971
     
379,672
 
Commitments and contingencies (Note 10)
               
STOCKHOLDERS' EQUITY
               
Capital stock - authorized 80,000,000 shares $1 par; issued 35,211,061 shares (2017 - 34,732,192 shares)
   
35,211
     
34,732
 
Paid-in capital
   
755,263
     
695,797
 
Retained earnings
   
1,175,949
     
1,038,955
 
Treasury stock - 19,281,842 shares (2017 - 18,694,047)
   
(1,400,577
)
   
(1,231,332
)
Deferred compensation payable in Company stock
   
2,307
     
2,202
 
Total Stockholders' Equity
   
568,153
     
540,354
 
Total Liabilities and Stockholders' Equity
 
$
979,124
   
$
920,026
 
                 
See accompanying notes to unaudited consolidated financial statements.
 
 
-3-

 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
 
(in thousands, except per share data)
 
                         
                         
                         
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2018
   
2017
   
2018
   
2017
 
Service revenues and sales
 
$
444,151
   
$
417,444
   
$
1,325,140
   
$
1,238,367
 
Cost of services provided and goods sold (excluding depreciation)
   
305,312
     
288,047
     
915,589
     
859,039
 
Selling, general and administrative expenses
   
67,177
     
66,919
     
204,474
     
205,031
 
Depreciation
   
9,657
     
8,819
     
28,642
     
26,545
 
Amortization
   
35
     
33
     
96
     
111
 
Other operating expenses/(income)
   
257
     
(371
)
   
88
     
91,138
 
Total costs and expenses
   
382,438
     
363,447
     
1,148,889
     
1,181,864
 
Income from operations
   
61,713
     
53,997
     
176,251
     
56,503
 
Interest expense
   
(1,082
)
   
(1,048
)
   
(3,813
)
   
(3,164
)
Other income - net
   
2,300
     
1,323
     
4,356
     
5,439
 
Income before income taxes
   
62,931
     
54,272
     
176,794
     
58,778
 
Income taxes
   
(11,682
)
   
(18,835
)
   
(25,578
)
   
(15,153
)
Net income
 
$
51,249
   
$
35,437
   
$
151,216
   
$
43,625
 
                                 
Earnings Per Share:
                               
Net income
 
$
3.19
   
$
2.22
   
$
9.41
   
$
2.72
 
Average number of shares outstanding
   
16,074
     
15,976
     
16,070
     
16,068
 
                                 
Diluted Earnings Per Share:
                               
Net income
 
$
3.06
   
$
2.13
   
$
8.98
   
$
2.60
 
Average number of shares outstanding
   
16,772
     
16,676
     
16,830
     
16,763
 
                                 
Cash Dividends Per Share
 
$
0.30
   
$
0.28
   
$
0.86
   
$
0.80
 
                                 
See accompanying notes to unaudited consolidated financial statements.
 
 
-4-

 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(in thousands)
 
       
       
       
   
Nine Months Ended September 30,
 
   
2018
   
2017
 
Cash Flows from Operating Activities
           
Net income
 
$
151,216
   
$
43,625
 
Adjustments to reconcile net income to net cash provided
               
by operating activities:
               
Depreciation and amortization
   
28,738
     
26,656
 
Stock option expense
   
9,360
     
7,738
 
Noncash long-term incentive compensation
   
4,176
     
2,888
 
Benefit for deferred income taxes
   
(1,344
)
   
(36,175
)
Noncash directors' compensation
   
766
     
766
 
Amortization of restricted stock awards
   
446
     
933
 
Amortization of debt issuance costs
   
361
     
387
 
Litigation settlement
   
-
     
90,000
 
Provision for uncollectible accounts receivable
   
-
     
12,953
 
Changes in operating assets and liabilities:
               
Decrease in accounts receivable
   
4,637
     
27,534
 
(Increase)/decrease in inventories
   
(429
)
   
97
 
Increase in prepaid expenses
   
(1,518
)
   
(2,573
)
Increase in accounts payable and other current liabilities
   
12,182
     
2,448
 
Change in current income taxes
   
23,858
     
12,432
 
Increase in other assets
   
(9,441
)
   
(6,238
)
Increase in other liabilities
   
7,190
     
6,046
 
Other sources
   
410
     
1,472
 
Net cash provided by operating activities
   
230,608
     
190,989
 
Cash Flows from Investing Activities
               
Capital expenditures
   
(36,554
)
   
(50,247
)
Business combinations
   
(12,875
)
   
(525
)
Other sources
   
480
     
116
 
Net cash used by investing activities
   
(48,949
)
   
(50,656
)
Cash Flows from Financing Activities
               
Proceeds from revolving line of credit
   
428,150
     
183,700
 
Payments on revolving line of credit
   
(324,350
)
   
(203,700
)
Purchases of treasury stock
   
(121,976
)
   
(94,640
)
Payments on other long-term debt
   
(75,000
)
   
(6,250
)
Capital stock surrendered to pay taxes on stock-based compensation
   
(24,763
)
   
(7,637
)
Proceeds from exercise of stock options
   
23,079
     
11,625
 
Change in cash overdrafts payable
   
(15,307
)
   
(8,139
)
Dividends paid
   
(13,850
)
   
(12,879
)
Debt issuance costs
   
(985
)
   
-
 
Other (uses)/sources
   
(319
)
   
1,148
 
Net cash used by financing activities
   
(125,321
)
   
(136,772
)
Increase in Cash and Cash Equivalents
   
56,338
     
3,561
 
Cash and cash equivalents at beginning of year
   
11,121
     
15,310
 
Cash and cash equivalents at end of period
 
$
67,459
   
$
18,871
 
                 
See accompanying notes to unaudited consolidated financial statements.
 
 
-5-

 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
Notes to Unaudited Consolidated Financial Statements

1.   Basis of Presentation

As used herein, the terms "We," "Company" and "Chemed" refer to Chemed Corporation or Chemed Corporation and its consolidated subsidiaries.

We have prepared the accompanying unaudited consolidated financial statements of Chemed in accordance with Rule 10-01 of SEC Regulation S-X.  Consequently, we have omitted certain disclosures required under generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. The December 31, 2017 balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP.  However, in our opinion, the financial statements presented herein contain all adjustments, consisting only of normal recurring adjustments, necessary to state fairly our financial position, results of operations and cash flows.  These financial statements are prepared on the same basis as and should be read in conjunction with the audited Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017.

CASH FLOW CLASSIFICATION
In August 2016, the FASB issued Accounting Standards Update “ASU No. 2016-15 – Cash Flow Classification” which amends guidance on the classification of certain cash receipts and payments in the statement of cash flows.  The primary purpose of ASU 2016-15 was to reduce diversity in practice related to eight specific cash flow issues.  The guidance in this ASU was effective for fiscal years beginning after December 15, 2017.    We adopted this ASU as of January 1, 2018.  There was no material effect to our statements of cash flow.

INCOME TAXES
The enactment of the Tax Cuts and Jobs Act (“the Act”) and subsequent issue of SAB 118 provides for a measurement period not to exceed one year in order to complete implementation of the Act. We have recognized and disclosed provisional amounts for material items in the prior period. We expect to complete our implementation within one year consistent with SAB 118.  We have not recognized a provisional amount for GILTI tax as we do not expect this to materially impact the financial statements. We have not adjusted or recognized any other provisional amounts related to the Act during the quarter and year ended September 30, 2018.

Our effective income tax rate was 18.6% in the third quarter of 2018 compared to 34.7% during the third quarter of 2017.   Excess tax benefit on stock options reduced our income tax expenses by $3.1 million and $1.8 million, respectively for the quarters ended September 30, 2018 and 2017.

Our effective income tax rate was 14.5% for the first nine months ended September 30, 2018 compared to 25.8% during the first nine months ended of 2017.   Excess tax benefit on stock options reduced our income tax expenses by $18.6 million and $8.1 million, respectively for the nine months ended September 30, 2018 and 2017.

NON-CASH TRANSACTIONS
Included in the accompanying Consolidated Balance Sheets are $2.5 million and $2.7 million of capitalized property and equipment which were not paid for as of September 30, 2018 and December 31, 2017, respectively.  These amounts have been excluded from capital expenditures in the accompanying Consolidated Statements of Cash Flow.  There are no material non-cash amounts included in interest expense for any period presented.

2.   Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update “ASU No. 2014-09 – Revenue from Contracts with Customers.”  The standard and subsequent amendments are theoretically intended to develop a common revenue standard for removing inconsistencies and weaknesses, improve comparability, provide for more useful information to users through improved disclosure requirements and simplify the preparation of financial statements.  The standard is also referred to as Accounting Standards Codification No. 606 (“ASC606”).  We adopted ASC 606 effective January 1, 2018.  The required disclosures of ASC 606 and impact of adoption are discussed below for each of our operating subsidiaries.

-6-

 
VITAS
Service revenue for VITAS is reported at the amount that reflects the ultimate consideration we expect to receive in exchange for providing patient care.  These amounts are due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), and includes variable consideration for revenue adjustments due to settlements of audits and reviews, as well as certain hospice-specific revenue capitations.  Amounts are generally billed monthly or subsequent to patient discharge.  Subsequent changes in the transaction price initially recognized are not significant.

Hospice services are provided on a daily basis and the type of service provided is determined based on a physician’s determination of each patient’s specific needs on that given day.  Reimbursement rates for hospice services are on a per diem basis regardless of the type of service provided or the payor.  Reimbursement rates from government programs are established by the appropriate governmental agency and are standard across all hospice providers.  Reimbursement rates from health insurers are negotiated with each payor and generally structured to closely mirror the Medicare reimbursement model.  The types of hospice services provided and associated reimbursement model for each are as follows:

Routine Home Care occurs when a patient receives hospice care in their home, including a nursing home setting.  The routine home care rate is paid for each day that a patient is in a hospice program and is not receiving one of the other categories of hospice care.  For Medicare patients, the routine home care rate reflects a two-tiered rate, with a higher rate for the first 60 days of a hospice patient’s care and a lower rate for days 61 and after.  In addition, there is a Service Intensity Add-on payment which covers direct home care visits conducted by a registered nurse or social worker in the last seven days of a hospice patient’s life, reimbursed up to four hours per day in fifteen minute increments at the continuous home care rate.

General Inpatient Care occurs when a patient requires services in a controlled setting for a short period of time for pain control or symptom management which cannot be managed in other settings.  General inpatient care services must be provided in a Medicare or Medicaid certified hospital or long-term care facility or at a freestanding inpatient hospice facility with the required registered nurse staffing.

Continuous Home Care is provided to patients while at home, including a nursing home setting, during periods of crisis when intensive monitoring and care, primarily nursing care, is required in order to achieve palliation or management of acute medical symptoms.  Continuous home care requires a minimum of 8 hours of care within a 24-hour day, which begins at midnight.  The care must be predominantly nursing care provided by either a registered nurse or licensed nurse practitioner.  While the published Medicare continuous home care rates are daily rates, Medicare pays for continuous home care in fifteen minute increments.  This fifteen minute rate is calculated by dividing the daily rate by 96.

Respite Care permits a hospice patient to receive services on an inpatient basis for a short period of time in order to provide relief for the patient’s family or other caregivers from the demands of caring for the patient.  A hospice can receive payment for respite care for a given patient for up to five consecutive days at a time, after which respite care is reimbursed at the routine home care rate.

Each level of care represents a separate promise under the contract of care and is provided independently for each patient contingent upon the patient’s specific medical needs as determined by a physician.  However, the clinical criteria used to determine a patient’s level of care is consistent across all patients, given that, each patient is subject to the same payor rules and regulations.  As a result, we have concluded that each level of care is capable of being distinct and is distinct in the context of the contract.  Furthermore, we have determined that each level of care represents a stand ready service provided as a series of either days or hours of patient care.  We believe that the performance obligations for each level of care meet criteria to be satisfied over time.  VITAS recognizes revenue based on the service output.  VITAS believes this to be the most faithful depiction of the transfer of control of services as the patient simultaneously receives and consumes the benefits provided by our performance. Revenue is recognized on a daily or hourly basis for each patient in accordance with the reimbursement model for each type of service.  VITAS’ performance obligations relate to contracts with an expected duration of less than one year.  Therefore, VITAS has elected to apply the optional exception provided in ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.  The unsatisfied or partially satisfied performance obligations referred to above relate to bereavement services provided to patients’ families for at least 12 months after discharge.

Care is provided to patients regardless of their ability to pay.  Patients who meet our criteria for charity care are provided care without charge.  There is no revenue or associated accounts receivable in the accompanying consolidated financial statements related to charity care.  The cost of providing charity care during the quarters ended September 30, 2018 and 2017 was $2.0 million and $1.9 million, respectively.  The cost of providing charity care during the nine months ended September 30, 2018 and 2017 was $6.2 million and $5.6 million, respectively. The cost of charity care is included in cost of services provided and goods sold and is calculated by taking the ratio of charity care days to total days of care and multiplying by the total cost of care.
 
-7-

 
Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance which vary in amount.  VITAS also provides service to patients without a reimbursement source and may offer those patients discounts from standard charges.  VITAS estimates the transaction price for patients with deductibles and coinsurance, along with those uninsured patients, based on historical experience and current conditions.  The estimate of any contractual adjustments, discounts or implicit price concessions reduces the amount of revenue initially recognized.  Subsequent changes to the estimate of the transaction price are recorded as adjustments to patient service revenue in the period of change.  Subsequent changes that are determined to be the result of an adverse change in the patients’ ability to pay (i.e. change in credit risk) are recorded as bad debt expense.  VITAS has no material adjustments related to subsequent changes in the estimate of the transaction price or subsequent changes as the result of an adverse change in the patient’s ability to pay for any period reported.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation.  Compliance with such laws and regulations may be subject to future government review and interpretation.  Additionally, the contracts we have with commercial health insurance payors provide for retroactive audit and review of claims.  Settlement with third party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care.  The variable consideration is estimated based on the terms of the payment agreement, existing correspondence from the payor and our historical settlement activity.  These estimates are adjusted in future periods, as new information becomes available.

We are subject to certain limitations on Medicare payments for services which are considered variable consideration, as follows:

Inpatient Cap.  If the number of inpatient care days any hospice program provides to Medicare beneficiaries exceeds 20% of the total days of hospice care such program provided to all Medicare patients for an annual period beginning September 28, the days in excess of the 20% figure may be reimbursed only at the routine homecare rate. None of VITAS’ hospice programs exceeded the payment limits on inpatient services during the three and nine months ended September 30, 2018 and 2017.

Medicare Cap.  We are also subject to a Medicare annual per-beneficiary cap (“Medicare cap”). Compliance with the Medicare cap is measured in one of two ways based on a provider election. The “streamlined” method compares total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by that Medicare provider number between November 1 of each year and October 31 of the following year with the product of the per-beneficiary cap amount and the number of Medicare beneficiaries electing hospice care for the first time from that hospice program or programs from September 28 through September 27 of the following year.  At September 30, 2018 all our programs except one are using the “streamlined” method.

The “proportional” method compares the total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by the Medicare provider number between September 28 and September 27 of the following year with the product of the per beneficiary cap amount and a pro-rated number of Medicare beneficiaries receiving hospice services from that program during the same period. The pro-rated number of Medicare beneficiaries is calculated based on the ratio of days the beneficiary received hospice services during the measurement period to the total number of days the beneficiary received hospice services.

We actively monitor each of our hospice programs, by provider number, as to their specific admission, discharge rate and median length of stay data in an attempt to determine whether revenues are likely to exceed the annual per-beneficiary Medicare cap. Should we determine that revenues for a program are likely to exceed the Medicare cap based on projected trends, we attempt to institute corrective actions, which include changes to the patient mix and increased patient admissions. However, should we project our corrective action will not prevent that program from exceeding its Medicare cap, we estimate revenue recognized during the government fiscal year that will require repayment to the Federal government under the Medicare cap and record an adjustment to revenue of an amount equal to a ratable portion of our best estimate for the year.

-8-


In 2013, the U.S. government implemented automatic budget reductions of 2.0% for all government payees, including hospice benefits paid under the Medicare program. In 2015, CMS determined that the Medicare cap should be calculated “as if” sequestration did not occur. As a result of this decision, VITAS has received notification from our third-party intermediary that an additional $3.2 million is owed for Medicare cap in three programs arising during the 2013 through 2017 measurement periods. The amounts are automatically deducted from our semi-monthly PIP payments. We do not believe that CMS is authorized under the sequestration authority or the statutory methodology for establishing the Medicare cap to the amounts they have withheld and intend to withhold under their current “as if” methodology. We have appealed CMS’s methodology change.

During the quarter ended September 30, 2018, we recorded $2.0 million in net Medicare cap revenue reduction related to two programs for the 2018 government fiscal year. During the nine months ended September 30, 2018, we recorded $487,000 in net Medicare cap revenue reduction related to two programs for the 2018 government fiscal year and $181,000 related to adjustments of prior year cap liabilities.

For VITAS’ patients in the nursing home setting in which Medicaid pays the nursing home room and board, VITAS serves as a pass-through between Medicaid and the nursing home.  We are responsible for paying the nursing home for that patient’s room and board.  Medicaid reimburses us for 95% of the amount we have paid.  This results in a 5% net expense for VITAS related to nursing home room and board.  This transaction creates a performance obligation in that VITAS is facilitating room and board being delivered to our patient.  As a result, the 5% net expense is recognized as a contra-revenue account under ASC 606 in the accompanying financial statements.

The composition of patient care service revenue by payor and level of care for the quarter ended September 30, 2018 is as follows (in thousands):
 
   
Medicare
   
Medicaid
   
Commercial
   
Total
 
Routine home care
 
$
239,590
   
$
11,984
   
$
5,560
   
$
257,134
 
Continuous care
   
27,391
     
1,539
     
1,455
     
30,385
 
Inpatient care
   
16,287
     
1,998
     
1,332
     
19,617
 
   
$
283,268
   
$
15,521
   
$
8,347
   
$
307,136
 
                                 
All other revenue - self-pay, respite care, etc.
                           
2,104
 
Subtotal
                         
$
309,240
 
Medicare cap adjustment
                           
(1,950
)
Implicit price concessions
                           
(2,957
)
Room and board, net
                           
(2,569
)
Net revenue
                         
$
301,764
 
 
The composition of patient care service revenue by payor and level of care for the nine months ended September 30, 2018 is as follows (in thousands):
 
   
Medicare
   
Medicaid
   
Commercial
   
Total
 
Routine home care
 
$
696,248
   
$
35,283
   
$
17,015
   
$
748,546
 
Continuous care
   
82,604
     
4,570
     
4,490
     
91,664
 
Inpatient care
   
52,174
     
5,899
     
3,730
     
61,803
 
   
$
831,026
   
$
45,752
   
$
25,235
   
$
902,013
 
                                 
All other revenue - self-pay, respite care, etc.
                           
5,844
 
Subtotal
                         
$
907,857
 
Medicare cap adjustment
                           
(668
)
Implicit price concessions
                           
(8,749
)
Room and board, net
                           
(7,863
)
Net revenue
                         
$
890,577
 

-9-

 
Roto-Rooter

Roto-Rooter provides plumbing, drain cleaning, water restoration and other related services to both residential and commercial customers primarily in the United States.  Services are provided through a network of company-owned branches, independent contractors and franchisees.  Service revenue for Roto-Rooter is reported at the amount that reflects the ultimate consideration we expect to receive in exchange for providing services.

Roto-Rooter owns and operates branches focusing mainly on large population centers in the United States.  Roto-Rooter’s primary lines of business in company-owned branches consist of plumbing, sewer and drain cleaning, excavation and water restoration.  For purposes of ASC 606 analysis, plumbing, sewer and drain cleaning, and excavation have been combined into one portfolio and are referred to as “short-term core services”.  Water restoration is analyzed as a separate portfolio.  The following describes the key characteristics of these portfolios:

Short-term Core Services are plumbing, drain and sewer cleaning and excavation services.  These services are provided to both commercial and residential customers.  The duration of services provided in this category range from a few hours to a few days.  There are no significant warranty costs or on-going obligations to the customer once a service has been completed.  For residential customers, payment is received at the time of job completion before the Roto-Rooter technician leaves the residence.  Commercial customers may be granted credit subject to internally designated authority limits and credit check guidelines.  If credit is granted, payment terms are 30 days or less.

Each job in this category is a distinct service with a distinct performance obligation to the customer.  Revenue is recognized at the completion of each job.  Variable consideration consists of pre-invoice discounts and post-invoice discounts.  Pre-invoice discounts are given in the form of coupons or price concessions. Post-invoice discounts consist of credit memos generally granted to resolve customer service issues.  Variable consideration is estimated based on historical activity and recorded at the time service is completed.

Water Restoration Services involve the remediation of water and humidity after a flood.   These services are provided to both commercial and residential customers.  The duration of services provided in this category generally ranges from 3 to 5 days.  There are no significant warranties or on-going obligations to the customer once service has been completed.  The majority of these services are paid by the customer’s insurance company.  Variable consideration relates primarily to allowances taken by insurance companies upon payment.  Variable consideration is estimated based on historical activity and recorded at the time service is completed.

For both short-term core services and water restoration services, Roto-Rooter satisfies its performance obligation at a point in time.  The services provided generally involve fixing plumbing, drainage or flood-related issues at the customer’s property.  At the time service is complete, the customer acknowledges its obligation to pay for service and its satisfaction with the service performed.  This provides evidence that the customer has accepted the service and Roto-Rooter is now entitled to payment.  As such, Roto-Rooter recognizes revenue for these services upon completion of the job and receipt of customer acknowledgement.  Roto-Rooter’s performance obligations for short-term core services and water restoration services relate to contracts with an expected duration of less than a year.  Therefore, Roto-Rooter has elected to apply the optional exception provided in ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.  Roto-Rooter does not have significant unsatisfied or partially unsatisfied performance obligations at the time of initial revenue recognition for short-term core or water restoration services.

Roto-Rooter owns the rights to certain territories and contracts with an independent third-party to operate the territory under Roto-Rooter’s registered trademarks.  The contract is for a specified term but cancellable by either party without penalty with 90 days advance notice.  Under the terms of these arrangements, Roto-Rooter provides certain back office support and advertising along with a limited license to use Roto-Rooter’s registered trademarks.  The independent contractor is responsible for all day-to-day management of the business including staffing decisions and pricing of services provided. All performance obligations of Roto-Rooter cease at the termination of the arrangement.

Independent contractors pay Roto-Rooter a standard fee calculated as a percentage of their weekly labor sales.  The primary value for the independent contractors under these arrangements is the right to use Roto-Rooter’s registered trademarks.  Roto-Rooter recognizes revenue from independent contractors over-time (weekly) as the independent contractor’s labor sales are completed.  Payment from independent contractors is also received on a weekly basis.  The use of Roto-Rooter’s registered trademarks and advertising provides immediate value to the independent contractor as a result of Roto-Rooter’s nationally recognized brand.  Therefore, over-time recognition provides the most faithful depiction of the transfer of services as the customer simultaneously receives and consumes the benefits provided. There is no significant variable consideration related to these arrangements.
 
-10-

 
Roto-Rooter has licensed the rights to operate under Roto-Rooter’s registered trademarks in other territories to franchisees.   The contract is for a 10 year term but cancellable by Roto-Rooter for cause with 60 day advance notice without penalty.  The franchisee may cancel the contract for any reason with 60 days advance notice without penalty.  Under the terms of the contract, Roto-Rooter provides national advertising and consultation on various aspects of operating a Roto-Rooter business along with the right to use Roto-Rooter’s registered trademarks.  The franchisee is responsible for all day- to-day management of the business including staffing decisions, pricing of services provided and local advertising spend and placement. All performance obligations of Roto-Rooter cease at the termination of the arrangement.

Franchisees pay Roto-Rooter a standard monthly fee based on the population within the franchise territory.  The standard fee is revised on a yearly basis based on changes in the Consumer Price Index for All Urban Consumers.  The primary value for the franchisees under this arrangement is the right to use Roto-Rooter’s registered trademarks.  Roto-Rooter recognizes revenue from franchisees over-time (monthly).  Payment from franchisees is also received on a monthly basis.  The use of Roto-Rooter’s registered trademarks and advertising provides immediate value to the franchisees as a result of Roto-Rooter’s nationally recognized brand.  Therefore, over-time recognition provides the most faithful depiction of the transfer of services as the customer simultaneously receives and consumes the benefits provided. There is no significant variable consideration related to these arrangements.

The composition of disaggregated revenue for the quarter ended September 30, 2018 is as follows (in thousands):
 
Short-term core service jobs
 
$
102,346
 
Water restoration
   
25,001
 
Contractor revenue
   
12,219
 
Franchise fees
   
1,593
 
All other
   
2,876
 
Subtotal
 
$
144,035
 
Implicit price concessions and credit memos
   
(1,648
)
Net revenue
 
$
142,387
 
 
The composition of disaggregated revenue for the nine months ended September 30, 2018 is as follow (in thousands):
 
Short-term core service jobs
 
$
311,518
 
Water restoration
   
77,502
 
Contractor revenue
   
36,950
 
Franchise fees
   
4,758
 
All other
   
9,032
 
Subtotal
 
$
439,760
 
Implicit price concessions and credit memos
   
(5,197
)
Net revenue
 
$
434,563
 

        Initial Adoption of ASC 606

The Company utilized the modified retrospective method of adoption for all contracts.  Except for the changes discussed below, the Company has consistently applied the accounting policies to all periods presented in the consolidated financial statements.  Sales tax collected from customers at Roto-Rooter is excluded from revenue under ASC 606 and prior revenue standards.

For VITAS, expenses related to payor audits and reviews, as well as variable consideration estimated for patient deductibles and coinsurance, have been historically estimated as revenue was recognized and classified as bad debt expense, included in the consolidated statements of income as selling, general and administrative expense.  Upon adoption of ASC 606, these expenses are classified as contra-revenue.  There is no change in the timing of recognition related to the variable consideration.  The amount of these expenses during the three and nine months ended September 30, 2018 was $3.0 million and $8.7 million, respectively.
 
-11-

 
Also for VITAS, the 5% net expense related to Medicaid room and board has been historically recorded on a net basis in cost of services provided in the consolidated income statements.  Upon adoption of ASC 606, due to the change in the residual value method required by ASC 606, the expense will be classified as a contra-revenue.  The amount of the change in the classification for these expenses during the three and nine months ended September 30, 2018 was $2.6 million and $7.9 million, respectively.  There has been no change in the evaluation of Medicaid room and board related to net versus gross presentation.

Related to Roto-Rooter, expenses related to post-invoice variable consideration in our short-term core portfolio, and adjustments made subsequent to initial estimates related to allowances taken by insurance companies for water restoration, have been classified as a contra-revenue account in the statements of income.  These amounts were previously classified as bad debt expense in SG&A.  The amount of the change in classification for these expenses during the three and nine months ended September 30, 2018 was $1.6 million and $5.2 million, respectively.  The initial estimate related to allowances taken by insurance companies for water restoration services have historically been classified as contra-revenue and did not change as a result of the transition.

There was no material impact on the consolidated balance sheets related to the initial adoption.  There is no impact to consolidated net income as a result of the initial adoption.  As a result of the change in classification in the statements of income, amounts previously included in the provision for uncollectible accounts in the statements of cash flow have been included in the decrease/(increase) in accounts receivable line item in 2018.  The total impact of the change from prior revenue guidance (ASC 605) to guidance adopted on January 1, 2018 related to classification in the statements of income is as follows (in thousands):
 
   
Impact for the three months ended September 30, 2018
 
 
 
 
ASC 605
 
 
Adjustment
 
 
ASC 606
 
Service revenue and sales
 
$
451,325
   
$
(7,174
)
 
$
444,151
 
Cost of services provided and goods sold
   
307,881
     
(2,569
)
   
305,312
 
Selling, general and administrative expenses
   
71,782
     
(4,605
)
   
67,177
 


   
Impact for the nine months ended September 30, 2018
 
 
 
ASC 605
 
 
Adjustment
 
 
ASC 606
 
Service revenue and sales
 
$
1,346,949
   
$
(21,809
)
 
$
1,325,140
 
Cost of services provided and goods sold
   
923,452
     
(7,863
)
   
915,589
 
Selling, general and administrative expenses
   
218,420
     
(13,946
)
   
204,474
 


3.   Segments

Service revenues and sales by business segment are shown in Footnote 2.   After-tax earnings by business segment are as follows (in thousands):

   
Three months ended September 30,
   
Nine months ended September 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
After-tax Income/(Loss)
                       
VITAS
 
$
35,921
   
$
26,454
   
$
99,720
   
$
14,797
 
Roto-Rooter
   
24,563
     
16,034
     
72,799
     
47,716
 
Total
   
60,484
     
42,488
     
172,519
     
62,513
 
Corporate
   
(9,235
)
   
(7,051
)
   
(21,303
)
   
(18,888
)
Net income
 
$
51,249
   
$
35,437
   
$
151,216
   
$
43,625
 

We report corporate administrative expenses and unallocated investing and financing income and expense not directly related to either segment as “Corporate”.

-12-

 
4.  Earnings/(Loss) per Share

Earnings per share (“EPS”) are computed using the weighted average number of shares of capital stock outstanding.  Earnings and diluted earnings per share are computed as follows (in thousands, except per share data):
 
   
Net Income
 
For the Three Months Ended September 30,
 
Income
   
Shares
   
Earnings per
Share
 
2018
                 
Earnings
 
$
51,249
     
16,074
   
$
3.19
 
Dilutive stock options
   
-
     
613
         
Nonvested stock awards
   
-
     
85
         
Diluted earnings
 
$
51,249
     
16,772
   
$
3.06
 
                         
2017
                       
Loss
 
$
35,437
     
15,976
   
$
2.22
 
Dilutive stock options
   
-
     
616
         
Nonvested stock awards
   
-
     
84
         
Diluted loss
 
$
35,437
     
16,676
   
$
2.13
 

 
   
Net Income
 
For the Nine Months Ended September 30,
 
Income
   
Shares
   
Earnings per
Share
 
2018
                 
Earnings
 
$
151,216
     
16,070
   
$
9.41
 
Dilutive stock options
   
-
     
662
         
Nonvested stock awards
   
-
     
98
         
Diluted earnings
 
$
151,216
     
16,830
   
$
8.98
 
                         
2017
                       
Earnings
 
$
43,625
     
16,068
   
$
2.72
 
Dilutive stock options
   
-
     
609
         
Nonvested stock awards
   
-
     
86
         
Diluted earnings
 
$
43,625
     
16,763
   
$
2.60
 

For the three and nine month periods ended September 30, 2018, there were no stock options excluded in the computation of dilutive earnings per share because they would have been anti-dilutive.

For the three months ended September 30, 2017, no stock options and nonvested stock awards have been excluded in the calculation of dilutive earnings per share as they would be anti-dilutive due to the net loss for the period.

For the nine month period ended September 30, 2017, there were 7,304 stock options excluded in the computation of dilutive earnings per share because they would have been anti-dilutive.

5.   Long-Term Debt and Lines of Credit

On June 20, 2018, we replaced our existing credit agreement with the Fourth Amended and Restated Credit Agreement (“2018 Credit Agreement”).  Terms of the 2018 Credit Agreement consist of a five-year, $450 million revolving credit facility and a $150 million expansion feature, which may consist of term loans or additional revolving commitments.  The interest rate at the inception of the agreement is LIBOR plus 100 basis points.  The 2018 Credit Agreement has a floating interest rate that is generally LIBOR plus a tiered additional rate which varies based on our current leverage ratio.  The amount outstanding as of September 30, 2018 is $130.0 million.

-13-

 
Debt issuance costs associated with the prior credit agreement were not written off as the lenders and their relative percentages participation in the facility did not change.  With respect to the 2018 Credit Agreement, deferred financing costs were $1.0 million.

The 2018 Credit Agreement contains the following quarterly financial covenants:

Description
 
Requirement
     
Leverage Ratio (Consolidated Indebtedness/Consolidated  Adj. EBITDA)
 
< 3.50 to 1.00
     
Fixed Charge Coverage Ratio (Consolidated Free Cash Flow/Consolidated Fixed Charges)
 
> 1.50 to 1.00
 
We are in compliance with all debt covenants as of September 30, 2018. We have issued $36.4 million in standby letters of credit as of September 30, 2018 mainly for insurance purposes.  Issued letters of credit reduce our available credit under the 2018 Credit Agreement.  As of September 30, 2018, we have approximately $283.6 million of unused lines of credit available and eligible to be drawn down under our revolving credit facility.

6.   Other Operating (Income)/Expenses

   
Three months ended September 30,
   
Nine months ended September 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
                         
Loss on disposal of fixed assets
 
$
257
   
$
-
   
$
292
   
$
-
 
Accrued litigation settlement
   
-
     
-
     
(204
)
   
90,000
 
Program closure (income)/expenses
   
-
     
(371
)
   
-
     
1,138
 
Total other operating (income)/expenses
 
$
257
   
$
(371
)
 
$
88
   
$
91,138
 

In June 2017, we recorded a $90.0 million charge for the settlement of a lawsuit at VITAS.  See Footnote 10 for a detailed description.

7.   Other Income – Net

Other income -- net comprises the following (in thousands):
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Market value adjustment on assets held in
                       
deferred compensation trust
 
$
2,189
   
$
1,417
   
$
3,827
   
$
5,619
 
Interest income
   
111
     
51
     
529
     
297
 
Other - net
   
-
     
(145
)
   
-
     
(477
)
Total other income - net
 
$
2,300
   
$
1,323
   
$
4,356
   
$
5,439
 


 8.   Stock-Based Compensation Plans

On February 16, 2018, the Compensation/Incentive Committee of the Board of Directors (“CIC”) granted 7,523 Performance Stock Units (“PSUs”) contingent upon the achievement of certain total shareholders return (“TSR”) targets as compared to the TSR of a group of peer companies for the three-year period ending December 31, 2020, the date at which such awards vest.  The cumulative compensation cost of the TSR-based PSU award to be recorded over the three year service period is $2.6 million.

On February 16, 2018, the CIC also granted 7,523 PSUs contingent upon the achievement of certain earnings per share (“EPS”) targets for the three-year period ending December 31, 2020.  At the end of each reporting period, the Company estimates the number of shares that it believes will ultimately be earned and records the corresponding expense over the service period of the award.  We currently estimate the cumulative compensation cost of the EPS-based PSUs to be recorded over the three year service period is $1.9 million.
 
-14-

 
9.   Retirement Plans

All of the Company’s plans that provide retirement and similar benefits are defined contribution plans.  These expenses include the impact of market gains and losses on assets held in deferred compensation plans and are recorded in selling, general and administrative expenses.  Expenses for the Company’s retirement and profit-sharing plans, excess benefit plans and other similar plans are as follows (in thousands):

Three months ended September 30,
   
Nine months ended September 30,
 
 
2018
 
 
2017
   
 
2018
 
 
2017
 
 
$
5,463
   
$
4,427
     
$
15,436
   
$
15,136
 

 
10.  Legal and Regulatory Matters

The VITAS segment of the Company’s business operates in a heavily-regulated industry.  As a result, the Company is subjected to inquiries and investigations by various government agencies, as well as to lawsuits, including qui tam actions.  The following sections describe the various ongoing material lawsuits and investigations of which the Company is currently aware.  It is not possible at this time for us to estimate either the timing or outcome of any of those matters, or whether any potential loss, or range of potential losses, is probable or reasonably estimable.

Regulatory Matters and Litigation

The Company and certain current and former directors and officers are defendants in a case captioned In re Chemed Corp. Shareholder Derivative Litigation, No. 13 Civ. 1854 (LPS) (CJB) (D. Del.), which was consolidated on February 2, 2015.

On February 2, 2015, the Court appointed KBC Asset Management NV the sole lead plaintiff and its counsel, the sole lead and liaison counsel.  On March 3, 2015, Lead Plaintiff KBC designated its Complaint as the operative complaint in the consolidated proceedings and defendants renewed a previously filed motion to dismiss those claims and allegations.  The consolidated Complaint named fourteen individual defendants, together with the Company as nominal defendant.  The Complaint alleges a claim for breach of fiduciary duty against the individual defendants for allegedly permitting the Company to submit false claims to the U.S. government.  The Complaint seeks (a) a declaration that the individual defendants breached their fiduciary duties to the Company; (b) an order requiring those defendants to pay compensatory damages, restitution and exemplary damages, in unspecified amounts, to the Company; (c) an order directing the Company to implement new policies and procedures; and (d) costs and disbursements incurred in bringing the action, including attorneys’ fees.  On May 12, 2016, the Court issued a Memorandum Order granting Chemed’s motion to dismiss, and dismissing Lead Plaintiff KBC’s Complaint without prejudice to KBC’s opportunity to file within 30 days of the date of the Court’s Order (i.e., by June 13, 2016) an amended Complaint addressing the deficiencies in its duty of loyalty claim.  Lead Plaintiff KBC did not file an amended Complaint within the time specified by the Court.

However, on June 13, 2016, counsel for Chemed shareholder Michael Kvint filed a letter with the Court requesting a two-week extension to file a motion to substitute Mr. Kvint as lead plaintiff, in place of Lead Plaintiff KBC and to file an amended Complaint.  Alternatively, counsel for Mr. Kvint requested that any dismissal of the action be with prejudice to KBC only.  On June 14, 2016, Chemed filed a reply letter with the Court, reserving its rights to oppose any motion filed by Mr. Kvint and, if warranted, to oppose any other actions taken by Mr. Kvint to proceed with the action (including by filing an untimely amended Complaint).  On June 21, 2016, the Court entered an Oral Order providing Mr. Kvint until June 30, 2016 to file a Motion to Substitute and Motion for Leave to File an Amended Complaint.  On that date, Mr. Kvint filed, under seal, a Motion to Substitute Plaintiff and File Amended Complaint, and attached a Proposed Amended Complaint.  Mr. Kvint’s motion was fully briefed by the parties.  On April 25, 2017, Magistrate Judge Burke issued a Report and Recommendation recommending that the Court permit Mr. Kvint to intervene as Lead Plaintiff and grant leave to amend the complaint to replead the duty of loyalty claim only.  On May 16, 2017, Chief Judge Stark signed an Order adopting that Report and Recommendation.  Plaintiff Kvint filed a Corrected Amended Complaint on May 30, 2017.  On September 13, 2017, the Court entered an order dismissing with prejudice the claims against defendants Timothy S. O’Toole and Joel F. Gemunder and permitting Defendants to file a Motion to Dismiss the Corrected Amended Complaint. The matter has been fully briefed and argued.  As the Company has previously disclosed, the legal fees and costs associated with defending against this lawsuit are presently being paid by insurance.  For additional procedural history of this litigation, please refer to our prior quarterly and annual filings.

-15-


On October 30, 2017, the Company entered into a settlement agreement (the “Settlement Agreement”) to resolve civil litigation under the False Claims Act brought by the United States Department of Justice (“DOJ”) on behalf of the OIG and various relators concerning VITAS, filed in the U.S. District Court of the Western District of Missouri (the “2013 Action”).  The Company denied any violation of law and agreed to settlement without admission of wrongdoing.

In connection with the settlement VITAS and certain of its subsidiaries entered into a corporate integrity agreement (“CIA”) on October 30, 2017.  The CIA formalizes various aspects of VITAS’ already existing Compliance Program and contains requirements designed to document compliance with federal healthcare program requirements.  It has a term of five years during which it imposes monitoring, reporting, certification, oversight, screening and training obligations, certain of which had previously been implemented by VITAS.  It also requires VITAS to engage an Independent Review Organization to perform audit and review functions and to prepare reports regarding compliance with federal healthcare programs.  In the event of breach of the CIA, VITAS could become liable for payment of stipulated penalties or could be excluded from participation in federal healthcare programs.

Under the Settlement Agreement, the United States agreed to release the Company, VITAS, and its hospice operation subsidiaries from any civil or administrative monetary liability relating to any patients’ disputed terminal medical prognosis of six months or less; a lack of medical necessity for billed Continuous Home Care, General Inpatient Care, or Respite Care levels of hospice care; or that the claims for those levels of hospice care were not eligible for payment for any other reason.  The OIG agreed, conditioned on the Company’s full payment and in consideration of VITAS’ obligations under the CIA, to release its permissive exclusion rights and refrain from instituting any administrative action seeking to exclude the Company, VITAS, and its affiliates from participating in Medicare, Medicaid, or other federal healthcare programs in this regard.

The costs incurred related to U.S. v. VITAS and related regulatory matters were $935,000 and $5.2 million for the quarter and year to date September 30, 2017, respectively.  No significant costs were incurred during the quarter and nine months ended September 30, 2018, respectively.

Jordan Seper (“Seper”), a Registered Nurse at VITAS’ Inland Empire program from May 12, 2014 to March 21, 2015, filed a lawsuit in San Francisco Superior Court on September 26, 2016.  She alleged VITAS Healthcare Corp of CA (“VITAS CA”) (1) failed to provide minimum wage for all hours worked; (2) failed to provide overtime for all hours worked; (3) failed to provide a second meal period; (4) failed to provide rest breaks; (5) failed to indemnify for necessary expenditures; (6) failed to timely pay wages due at time of separation; and (7) engaged in unfair business practices.  Seper seeks a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  She seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest periods, and unreimbursed expenses), all applicable penalties associated with each claim, pre and post-judgment interest, and attorneys’ fees and costs.  Seper served VITAS CA with the lawsuit, Jordan A. Seper on behalf of herself and others similarly situated v. VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corp of CA, a business entity unknown; and DOES 1 to 100, inclusive; Los Angeles Superior Court Case Number BC 642857 on October 13, 2016 (“Jordan Seper case”).

On November 14, 2016, the Parties filed a Stipulation to transfer the venue of the lawsuit from San Francisco to Los Angeles.  The Los Angeles Superior Court Complex Division accepted transfer of the case on December 6, 2016 and stayed the case.  On December 16, 2016, VITAS CA filed its Answer and served written discovery on Seper.

Jiwann Chhina (“Chhina”), hired by VITAS as a Home Health Aide on February 5, 2002, is currently a Licensed Vocational Nurse for VITAS’ San Diego program.  On September 27, 2016, Chhina filed a lawsuit in San Diego Superior Court, alleging (1) failure to pay minimum wage for all hours worked; (2) failure to provide overtime for all hours worked; (3) failure to pay wages for all hours at the regular rate; (4) failure to provide meal periods; (5) failure to provide rest breaks; (6) failure to provide complete and accurate wage statements; (7) failure to pay for all reimbursement expenses; (8) unfair business practices; and (9) violation of the California Private Attorneys General Act.  Chhina seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  He seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest period, and unreimbursed expenses), all applicable penalties associated with each claim, pre-judgment interest, and attorneys’ fees and costs.  Chhina served VITAS CA with the lawsuit, Jiwan Chhina v. VITAS Health Services of California, Inc., a California corporation; VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corporation of California, a Delaware corporation dba VITAS Healthcare Inc.; and DOES 1 to 100, inclusive; San Diego Superior Court Case Number 37-2015-00033978-CU-OE-CTL on November 3, 2016 (“Jiwann Chhina case”).  On December 1, 2016, VITAS CA filed its Answer and served written discovery on Chhina.
 
-16-

 
On May 19, 2017, Chere Phillips (a Home Health Aide in Sacramento) and Lady Moore (a former Social Worker in Sacramento) filed a lawsuit against VITAS CA in Sacramento County Superior Court, alleging claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; (7) violations of unfair competition law; and (8) violation of the Private Attorneys General Act.  The case is captioned: Chere Phillips and Lady Moore v. VITAS Healthcare Corporation of California, Sacramento County Superior Court, Case No. 34-2017-0021-2755.  Plaintiffs sought to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS CA in California within the four years preceding the filing of the lawsuit.  Plaintiffs served VITAS with the lawsuit on June 5, 2017.  VITAS CA timely answered the Complaint generally denying the Plaintiffs’ allegations.  The Court has stayed all class discovery in this case pending resolution of mediation in the Jordan Seper and Jiwann Chhina cases.

There are currently three other lawsuits against VITAS pending in the superior courts of other California counties that contain claims and class periods that substantially overlap with Phillips’ and Moore’s claims: the Jordan Seper and Jiwann Chhina cases, and Williams v. VITAS Healthcare Corporation of California, filed on May 22, 2017 in Alameda County Superior Court, RG 17853886.

Jazzina Williams’ (a Home Health Aide in Sacramento) lawsuit alleges claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; and (7) violations of the Private Attorneys General Act.  Williams seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees.  Plaintiff served VITAS with the lawsuit on May 31, 2017.  VITAS CA timely answered the Complaint generally denying Plaintiff’s allegations.  Williams is pursing discovery of her individual claim and has agreed to a stay of class discovery pending mediation in the Jordan Seper and Jiwann Chhina cases.  Defendant filed and served each of Plaintiffs Williams, Phillips, and Moore with a Notice of Related Cases on July 19, 2017.

The Jordan Seper and Jiwann Chhina cases have been consolidated in Los Angeles County Superior court; Chhina was dismissed as a separate action and joined with Seper through the filing of an amended complaint in Seper in which Chhina is also identified as a named plaintiff, on August 28, 2018.

The Company is not able to reasonably estimate the probability of loss or range of loss for any of these lawsuits at this time.

The Company intends to defend vigorously against the allegations in each of the above lawsuits.  Regardless of the outcome of any of the preceding matters, dealing with the various regulatory agencies and opposing parties can adversely affect us through defense costs, potential payments, diversion of management time, and related publicity.  Although the Company intends to defend them vigorously, there can be no assurance that those suits will not have a material adverse effect on the Company.

11.   Concentration of Risk

During the quarter VITAS had pharmacy services agreements with one service provider to provide specified pharmacy services for VITAS and its hospice patients.  VITAS made purchases from this provider of $8.0 and $7.4 million for the three months ended September 30, 2018 and 2017, respectively.  VITAS made purchases from this provider of $24.1 and $24.8 million for the nine months ended September 30, 2018 and 2017, respectively.  Purchases from this provider represent more than 90% of all pharmacy services used by VITAS during each period presented.

12.   Cash Overdrafts and Cash Equivalents

There were no cash overdrafts payable included in accounts payable at September 30, 2018 (December 31, 2017 - $15.3 million).

From time to time throughout the year, we invest excess cash in money market funds with major commercial banks. We closely monitor the creditworthiness of the institutions with which we invest our overnight funds.  The amount invested was not material for each balance sheet date presented.

-17-

 
13.   Financial Instruments

FASB’s authoritative guidance on fair value measurements defines a hierarchy which prioritizes the inputs in fair value measurements.  Level 1 measurements are measurements using quoted prices in active markets for identical assets or liabilities.  Level 2 measurements use significant other observable inputs.  Level 3 measurements are measurements using significant unobservable inputs which require a company to develop its own assumptions.  In recording the fair value of assets and liabilities, companies must use the most reliable measurement available.
 
The following shows the carrying value, fair value and the hierarchy for our financial instruments as of September 30, 2018 (in thousands):
 
         
Fair Value Measure
 
   
Carrying Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant
Unobservable
Inputs (Level 3)
 
Mutual fund investments of deferred
                       
compensation plans held in trust
 
$
70,237
   
$
70,237
   
$
-
   
$
-
 
Total debt
   
130,000
     
-
     
130,000
     
-
 
 
The following shows the carrying value, fair value and the hierarchy for our financial instruments as of  December 31, 2017 (in thousands):

         
Fair Value Measure
 
   
Carrying Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant
Unobservable
Inputs (Level 3)
 
Mutual fund investments of deferred
                       
compensation plans held in trust
 
$
62,067
   
$
62,067
   
$
-
   
$
-
 
Total debt
   
101,200
     
-
     
101,200
     
-
 

For cash and cash equivalents, accounts receivable and accounts payable, the carrying amount is a reasonable estimate of fair value because of the liquidity and short-term nature of these instruments.  As further described in Footnote 5, our outstanding long-term debt and current portion of long-term debt have floating interest rates that are reset at short-term intervals, generally 30 or 60 days.  The interest rate we pay also includes an additional amount based on our current leverage ratio.  As such, we believe our borrowings reflect significant nonperformance risks, mainly credit risk.  Based on these factors, we believe the fair value of our long-term debt and current portion of long-term debt approximate the carrying value.

14.   Capital Stock Repurchase Plan Transactions

We repurchased the following capital stock for the three and nine months ended September 30, 2018 and 2017:
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
                         
Total cost of repurchased shares (in thousands)
 
$
37,672
   
$
9,576
   
$
121,976
   
$
94,640
 
Shares repurchased
   
120,622
     
50,000
     
430,622
     
500,000
 
Weighted average price per share
 
$
312.31
   
$
191.52
   
$
283.26
   
$
189.28
 

In March 2018, the Board of Directors authorized an additional $150.0 million for stock repurchase under Chemed’s existing share repurchase program. We currently have $83.6 million of authorization remaining under this share repurchase plan.

-18-

 
15.   Recent Accounting Standards

In February 2016, the FASB issued Accounting Standards Update “ASU No. 2016-02 – Leases” which introduces a lessee model that brings most leases on to the balance sheets and updates lessor accounting to align with changes in the lessee model and the revenue recognition standard.   The guidance is effective for fiscal years beginning after December 15, 2018.  We anticipate a modified retrospective adoption of the ASU and we are in the process of evaluating practical expediency options for adoption.  We have identified and contracted with a software vendor for the technology to support compliance with the ASU.  We currently have all real estate and equipment leases identified and populated into the software. We are in the process of completing our testing our contracts for any potential imbedded leases.   We have implemented controls over the implementation and are also in the process of developing controls once the new standard takes effect.  Based on the provisions of the ASU, we anticipate a material increase in both assets and liabilities when our current operating lease contracts are recorded on the balance sheets.  We do not yet have a dollar estimate of the impact.  We do not anticipate a material impact to overall net income or cash flows.

In January 2017, the FASB issued Accounting Standards Update “ASU No. 2017-4 – Intangibles – Goodwill and Other”.  To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test.  The guidance in the ASU is effective for the Company in fiscal years beginning after December 15, 2019.  Early adoption is permitted.  We anticipate adoption of this standard will have no impact on our consolidated financial statements.

In June 2018, the FASB issued Accounting Standards Update “ASU No. 2018-07 – Compensation – Stock Compensation”.  The ASU expands the scope of current guidance to include all share-based payment arrangements related to the acquisition of goods and services from both non-employees and employees.  The guidance in the ASU is effective for the Company in all fiscal years beginning after December 15, 2018.  We are currently evaluating the impact of this standard on our consolidated financial statements, if any.
 
16.   Acquisitions

On September 26, 2018, VITAS completed the acquisition of Hospice of Citrus and the Nature Coast for $11.0 million in cash.  This acquisition expands VITAS’ services to an additional 12 counties within the state of Florida. A substantial portion of the aggregate purchase price was allocated to goodwill as shown below.  The purchase price allocation related to this acquisition is preliminary and is anticipated to be finalized in the fourth quarter.  The operating results of this business combination have been included in our results of operations since the acquisition date and are not material for the quarter or nine months ended September 30, 2018.  If this acquisition had been completed on January 1, 2017, the acquisition would have added revenue of $3.3 million and $4.2 million, respectively to the quarters ended September 30, 2018 and 2017.  For the nine months ended September 30, 2018 and 2017, respectively, the acquisition would have added revenue of $10.0 million and $12.6 million.

During the first nine months of 2018, we completed two business combination within our Roto-Rooter segment for $1.9 million in cash.  A substantial portion of the aggregate purchase price was allocated to goodwill as shown below.  The operating results of this business combination have been included in our results of operations since the acquisition date and are not material for the quarter or nine months ended September 30, 2018 or for the comparable prior year period.
 
Shown below is movement in Goodwill (in thousands):
 
   
VITAS
   
Roto-Rooter
   
Total
 
Balance at December 31, 2017
 
$
328,301
   
$
148,586
   
$
476,887
 
Business combinations
   
5,030
     
1,404
     
6,434
 
Foreign currency adjustments
   
-
     
(40
)
   
(40
)
Balance at September 30, 2018
 
$
333,331
   
$
149,950
   
$
483,281
 


17.   Subsequent Events

On October 1, 2018, Roto-Rooter acquired five formerly independent franchises covering several areas of Northern California for $38.4 million.  The territories covered by the franchises encompass all or parts of six counties, including Contra Costa, Santa Clara, Solano, Napa, Sonoma and San Benito, with a combined population of approximately four million people.  We are in the process of determining the purchase price allocation for this acquisition in the fourth quarter.

-19-

 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary

We operate through our two wholly-owned subsidiaries, VITAS Healthcare Corporation and Roto-Rooter Group, Inc.  VITAS focuses on hospice care that helps make terminally ill patients’ final days as comfortable as possible.  Through its teams of doctors, nurses, home health aides, social workers, clergy and volunteers, VITAS provides direct medical services to patients, as well as spiritual and emotional counseling to both patients and their families.  Roto-Rooter’s services are focused on providing plumbing, drain cleaning, water restoration and other related services to both residential and commercial customers.  Through its network of company-owned branches, independent contractors and franchisees, Roto-Rooter offers plumbing and drain cleaning service to over 90% of the U.S. population.

The following is a summary of the key operating results (in thousands except per share amounts):
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Service revenues and sales
 
$
444,151
   
$
417,444
   
$
1,325,140
   
$
1,238,367
 
Net income
 
$
51,249
   
$
35,437
   
$
151,216
   
$
43,625
 
Diluted EPS
 
$
3.06
   
$
2.13
   
$
8.98
   
$
2.60
 
Adjusted net income
 
$
51,456
   
$
35,772
   
$
144,465
   
$
102,174
 
Adjusted diluted EPS
 
$
3.07
   
$
2.15
   
$
8.58
   
$
6.10
 
Adjusted EBITDA
 
$
77,740
   
$
67,604
   
$
224,189
   
$
195,921
 
Adjusted EBITDA as a % of revenue
   
17.5
%
   
16.2
%
   
16.9
%
   
15.8
%

Adjusted net income, adjusted diluted EPS, earnings before interest, taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA and Adjusted EBITDA as a percent of revenue are not measures derived in accordance with US GAAP.  We provide non-GAAP measures to help readers evaluate our operating results and to compare our operating performance with that of similar companies that have different capital structures.  Our non-GAAP measures should not be considered in isolation or as a substitute for comparable measures presented in accordance with GAAP.  A reconciliation of our non-GAAP measures is presented on pages 30-36.

Effective January 1, 2018 the Company adopted ASU No. 2014-09 – Revenue from Contracts with Customers.  This resulted in the change in classification of net room and board expenses associated with certain patients residing in nursing homes classified from cost of services to revenue.  The amount of the change in classification was $2.6 million and $7.9 million for the three and nine months ended September 30, 2018.  Additionally, approximately $4.6 million and $13.9 million that was historically considered bad debt expenses previously classified in selling, general and administrative expenses were recorded in revenue for the three and nine months ended September 30, 2018.  The Company adopted the standard on a modified retrospective basis for all contracts.  Thus, 2017 has not been restated to conform with the 2018 presentation.  Footnote 2 to the Consolidated Financial Statements gives a complete description of the Company’s adoption.

For the three months ended September 30, 2018, the increase in consolidated service revenues and sales was driven by an 10.8% increase at Roto-Rooter and a 4.4% increase at VITAS.  The increase in service revenues at Roto-Rooter was driven by an increase in all major service lines offset by a $1.6 million decrease related to the adoption of the new revenue recognition standard.  The increase in service revenues at VITAS is comprised primarily of a 0.8% geographically weighted average Medicare reimbursement rate increase, a 7.8% increase in average daily census, offset by $1.9 million in Medicare cap revenue reduction, a 1.8% in acuity mix shift and a $5.5 million decrease related to the adoption of the new revenue recognition standard.  See page 37 for additional VITAS operating metrics.

For the nine months ended September 30, 2018, the increase in consolidated service revenues and sales was driven by a 13.6% increase at Roto-Rooter and a 4.0% increase at VITAS.  The increase in service revenues at Roto-Rooter was driven by an increase in all major service lines offset by a $5.2 million decrease related to the adoption of the new revenue recognition standard.  The increase in service revenues at VITAS is comprised primarily of a 0.8% geographically weighted average Medicare reimbursement rate increase and a 7.2% increase in average daily census, offset by $668,000 in Medicare cap revenue reduction (compared to $247,000 for the same period in 2017), acuity mix shift and a $16.6 million decrease related to the adoption of the new revenue recognition standard.  See page 37 for additional VITAS operating metrics.

Our effective income tax rate was 18.6% in the third quarter of 2018 compared to 34.7% during the third quarter of 2017.  Our effective income tax rate was 14.5% for the nine months ended September 30, 2018 compared to 25.8% during the nine months ended September 30, 2017.     Law H.R.1, “An Act to Provide for Reconciliation Pursant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” ( the “Act”) reduced our overall effective tax rate.  The Act amends the Internal Revenue Code to reduce tax rates and modifies policies, credits, and deductions for individuals and businesses. Additionally, excess tax benefit on stock options reduced our income tax expense by $3.1 million and $1.8 million, respectively for the quarters ended September 30, 2018 and 2017.  Additionally, excess tax benefit on stock options reduced our income tax expense by $18.6 million and $8.1 million, respectively for the nine months ended September 30, 2018 and 2017.
 
-20-

 
While we have significant Roto-Rooter operations in Florida, North Carolina and Virginia, we had no significant casualty losses or business interruptions as a result of Hurricane Florence or Hurricane Michael.

On September 26, 2018, VITAS completed the acquisition of Hospice of Citrus and the Nature Coast for $11.0 million in cash.  This acquisition expands VITAS’ services to an additional 12 counties within the state of Florida. A substantial portion of the aggregate purchase price was allocated to goodwill.  The purchase price allocation related to this acquisition is preliminary and is anticipated to be finalized in the fourth quarter.  The operating results of this business combination have been included in our results of operations since the acquisition date and are not material for the quarter or nine months ended September 30, 2018.

VITAS expects its full-year 2018 revenue growth, prior to Medicare cap, to be in the range of 4.5% to 5.0%.  Admissions are estimated to expand approximately 3.5% to 4.0% and Average Daily Census in 2018 is estimated to expand approximately 6.7%.  Adjusted EBITDA margin, prior to Medicare cap, is estimated to be 15.9%.  We are currently estimating $1.3 million for Medicare Cap billing limitations in the fourth quarter of 2018.   Roto-Rooter expects to achieve full-year 2018 revenue growth of 13.0% to 14.0%.  The revenue estimate is based upon increased job pricing of approximately 2.0%, continued growth in core plumbing and drain cleaning services as well as revenue growth in water restoration services.  Adjusted EBITDA margin for 2018 is estimated in the range of 23.6%.  We anticipate that our operating income and cash flows will be sufficient to operate our businesses and meet any commitments for the foreseeable future.

Financial Condition
Liquidity and Capital Resources
Material changes in the balance sheet accounts from December 31, 2017 to September 30, 2018 include the following:

An increase of $56.3 million in cash and a $28.8 million increase in long-term debt due to borrowings on our revolving line of credit mainly to fund acquisitions made subsequent to quarter end as discussed in Footnote 17.
A $4.7 million decrease in accounts receivable due to timing of payments.
A $23.8 million decrease in prepaid taxes due to timing of payments.
A $6.4 million increase in goodwill due to acquisitions at VITAS and Roto-Rooter.
A $11.4 million decrease in accounts payable due to timing of payments.
A $7.8 million increase in accrued compensation due to 2018 accrual offset by the payments of cash bonuses in 2018 accrued in 2017.
A $169.2 million increase in treasury stock due to stock repurchases.

Net cash provided by operating activities increased $39.6 million from September 30, 2017 to September 30, 2018 mainly as a result of a $107.6 million increase in net income offset by the after-tax impact of the litigation settlement recorded in 2017.  Significant changes in our accounts receivable balances are typically driven mainly by the timing of payments received from the Federal government at our VITAS subsidiary.  We typically receive a payment in excess of $40.0 million from the Federal government from hospice services every other Friday.  The timing of period end will have a significant impact on the accounts receivable at VITAS.  These changes generally normalize over a two year period, as cash flow variations in one year are offset in the following year.

Management continually evaluates cash utilization alternatives, including share repurchase, debt repurchase, acquisitions and increased dividends to determine the most beneficial use of available capital resources.

On June 20, 2018, we replaced our existing credit agreement with the Fourth Amended and Restated Credit Agreement (“2018 Credit Agreement”).  Terms of the 2018 Credit Agreement consist of a five-year, $450 million revolving credit facility and a $150 million expansion feature, which may consist of term loans or additional revolving commitments. The revolving credit facility has a five-year maturity with principal payments due at maturity.  The interest rate at the inception of the agreement is LIBOR plus 100 basis points.  The 2018 Credit Agreement has a floating interest rate that is generally LIBOR plus a tiered additional rate which varies based on our current leverage ratio.

We have issued $36.4 million in standby letters of credit as of September 30, 2018, mainly for insurance purposes.  Issued letters of credit reduce our available credit under the revolving credit agreement.  As of September 30, 2018, we have approximately $283.6 million of unused lines of credit available and eligible to be drawn down under our revolving credit facility. Management believes its liquidity and sources of capital are satisfactory for the Company’s needs in the foreseeable future.
 
-21-

 
Commitments and Contingencies
Collectively, the terms of our credit agreements require us to meet various financial covenants, to be tested quarterly.  We are in compliance with all financial and other debt covenants as of September 30, 2018 and anticipate remaining in compliance throughout the foreseeable future.

The VITAS segment of the Company’s business operates in a heavily-regulated industry.  As a result, the Company is subjected to inquiries and investigations by various government agencies, as well as to lawsuits, including qui tam actions.  The following sections describe the various ongoing material lawsuits and investigations of which the Company is currently aware.  Other than as described below with respect to U.S. v. VITAS, it is not possible at this time for us to estimate either the timing or outcome of any of those matters, or whether any potential loss, or range of potential losses, is probable or reasonably estimable.

The Company and certain current and former directors and officers are defendants in a case captioned In re Chemed Corp. Shareholder Derivative Litigation, No. 13 Civ. 1854 (LPS) (CJB) (D. Del.), which was consolidated on February 2, 2015.

On February 2, 2015, the Court appointed KBC Asset Management NV the sole lead plaintiff and its counsel, the sole lead and liaison counsel.  On March 3, 2015, Lead Plaintiff KBC designated its Complaint as the operative complaint in the consolidated proceedings and defendants renewed a previously filed motion to dismiss those claims and allegations.  The consolidated Complaint named fourteen individual defendants, together with the Company as nominal defendant.  The Complaint alleges a claim for breach of fiduciary duty against the individual defendants for allegedly permitting the Company to submit false claims to the U.S. government.  The Complaint seeks (a) a declaration that the individual defendants breached their fiduciary duties to the Company; (b) an order requiring those defendants to pay compensatory damages, restitution and exemplary damages, in unspecified amounts, to the Company; (c) an order directing the Company to implement new policies and procedures; and (d) costs and disbursements incurred in bringing the action, including attorneys’ fees.  On May 12, 2016, the Court issued a Memorandum Order granting Chemed’s motion to dismiss, and dismissing Lead Plaintiff KBC’s Complaint without prejudice to KBC’s opportunity to file within 30 days of the date of the Court’s Order (i.e., by June 13, 2016) an amended Complaint addressing the deficiencies in its duty of loyalty claim.  Lead Plaintiff KBC did not file an amended Complaint within the time specified by the Court.

However, on June 13, 2016, counsel for Chemed shareholder Michael Kvint filed a letter with the Court requesting a two-week extension to file a motion to substitute Mr. Kvint as lead plaintiff, in place of Lead Plaintiff KBC and to file an amended Complaint.  Alternatively, counsel for Mr. Kvint requested that any dismissal of the action be with prejudice to KBC only.  On June 14, 2016, Chemed filed a reply letter with the Court, reserving its rights to oppose any motion filed by Mr. Kvint and, if warranted, to oppose any other actions taken by Mr. Kvint to proceed with the action (including by filing an untimely amended Complaint).  On June 21, 2016, the Court entered an Oral Order providing Mr. Kvint until June 30, 2016 to file a Motion to Substitute and Motion for Leave to File an Amended Complaint.  On that date, Mr. Kvint filed, under seal, a Motion to Substitute Plaintiff and File Amended Complaint, and attached a Proposed Amended Complaint.  Mr. Kvint’s motion was fully briefed by the parties.  On April 25, 2017, Magistrate Judge Burke issued a Report and Recommendation recommending that the Court permit Mr. Kvint to intervene as Lead Plaintiff and grant leave to amend the complaint to replead the duty of loyalty claim only.  On May 16, 2017, Chief Judge Stark signed an Order adopting that Report and Recommendation.  Plaintiff Kvint filed a Corrected Amended Complaint on May 30, 2017.  On September 13, 2017, the Court entered an order dismissing with prejudice the claims against defendants Timothy S. O’Toole and Joel F. Gemunder and permitting Defendants to file a Motion to Dismiss the Corrected Amended Complaint. The matter has been fully briefed and argued.  As the Company has previously disclosed, the legal fees and costs associated with defending against this lawsuit are presently being paid by insurance.  For additional procedural history of this litigation, please refer to our prior quarterly and annual filings.

On October 30, 2017, the Company entered into a settlement agreement (the “Settlement Agreement”) to resolve civil litigation under the False Claims Act brought by the United States Department of Justice (“DOJ”) on behalf of the OIG and various relators concerning VITAS, filed in the U.S. District Court of the Western District of Missouri (the “2013 Action”).  The Company denied any violation of law and agreed to settlement without admission of wrongdoing.

In connection with the settlement VITAS and certain of its subsidiaries entered into a corporate integrity agreement (“CIA”) on October 30, 2017.  The CIA formalizes various aspects of VITAS’ already existing Compliance Program and contains requirements designed to document compliance with federal healthcare program requirements.  It has a term of five years during which it imposes monitoring, reporting, certification, oversight, screening and training obligations, certain of which had previously been implemented by VITAS.  It also requires VITAS to engage an Independent Review Organization to perform audit and review functions and to prepare reports regarding compliance with federal healthcare programs.  In the event of breach of the CIA, VITAS could become liable for payment of stipulated penalties or could be excluded from participation in federal healthcare programs.
 
-22-

 
Under the Settlement Agreement, the United States agreed to release the Company, VITAS, and its hospice operation subsidiaries from any civil or administrative monetary liability relating to any patients’ disputed terminal medical prognosis of six months or less; a lack of medical necessity for billed Continuous Home Care, General Inpatient Care, or Respite Care levels of hospice care; or that the claims for those levels of hospice care were not eligible for payment for any other reason.  The OIG agreed, conditioned on the Company’s full payment and in consideration of VITAS’ obligations under the CIA, to release its permissive exclusion rights and refrain from instituting any administrative action seeking to exclude the Company, VITAS, and its affiliates from participating in Medicare, Medicaid, or other federal healthcare programs in this regard.

The costs incurred related to U.S. v. VITAS and related regulatory matters were $935,000 million and $5.2 million for the quarter and year to date September 30, 2017, respectively.  No significant costs were incurred during the quarter and nine months ended September 30, 2018, respectively.

Jordan Seper (“Seper”), a Registered Nurse at VITAS’ Inland Empire program from May 12, 2014 to March 21, 2015, filed a lawsuit in San Francisco Superior Court on September 26, 2016.  She alleged VITAS Healthcare Corp of CA (“VITAS CA”) (1) failed to provide minimum wage for all hours worked; (2) failed to provide overtime for all hours worked; (3) failed to provide a second meal period; (4) failed to provide rest breaks; (5) failed to indemnify for necessary expenditures; (6) failed to timely pay wages due at time of separation; and (7) engaged in unfair business practices.  Seper seeks a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  She seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest periods, and unreimbursed expenses), all applicable penalties associated with each claim, pre and post-judgment interest, and attorneys’ fees and costs.  Seper served VITAS CA with the lawsuit, Jordan A. Seper on behalf of herself and others similarly situated v. VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corp of CA, a business entity unknown; and DOES 1 to 100, inclusive; Los Angeles Superior Court Case Number BC 642857 on October 13, 2016 (“Jordan Seper case”).

On November 14, 2016, the Parties filed a Stipulation to transfer the venue of the lawsuit from San Francisco to Los Angeles.  The Los Angeles Superior Court Complex Division accepted transfer of the case on December 6, 2016 and stayed the case.  On December 16, 2016, VITAS CA filed its Answer and served written discovery on Seper.

Jiwann Chhina (“Chhina”), hired by VITAS as a Home Health Aide on February 5, 2002, is currently a Licensed Vocational Nurse for VITAS’ San Diego program.  On September 27, 2016, Chhina filed a lawsuit in San Diego Superior Court, alleging (1) failure to pay minimum wage for all hours worked; (2) failure to provide overtime for all hours worked; (3) failure to pay wages for all hours at the regular rate; (4) failure to provide meal periods; (5) failure to provide rest breaks; (6) failure to provide complete and accurate wage statements; (7) failure to pay for all reimbursement expenses; (8) unfair business practices; and (9) violation of the California Private Attorneys General Act.  Chhina seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  He seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest period, and unreimbursed expenses), all applicable penalties associated with each claim, pre-judgment interest, and attorneys’ fees and costs.  Chhina served VITAS CA with the lawsuit, Jiwan Chhina v. VITAS Health Services of California, Inc., a California corporation; VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corporation of California, a Delaware corporation dba VITAS Healthcare Inc.; and DOES 1 to 100, inclusive; San Diego Superior Court Case Number 37-2015-00033978-CU-OE-CTL on November 3, 2016 (“Jiwann Chhina case”).  On December 1, 2016, VITAS CA filed its Answer and served written discovery on Chhina.

On May 19, 2017, Chere Phillips (a Home Health Aide in Sacramento) and Lady Moore (a former Social Worker in Sacramento) filed a lawsuit against VITAS CA in Sacramento County Superior Court, alleging claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; (7) violations of unfair competition law; and (8) violation of the Private Attorneys General Act.  The case is captioned: Chere Phillips and Lady Moore v. VITAS Healthcare Corporation of California, Sacramento County Superior Court, Case No. 34-2017-0021-2755.  Plaintiffs sought to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS CA in California within the four years preceding the filing of the lawsuit.  Plaintiffs served VITAS with the lawsuit on June 5, 2017.  VITAS CA timely answered the Complaint generally denying the Plaintiffs’ allegations.  The Court has stayed all class discovery in this case pending resolution of mediation in the Jordan Seper and Jiwann Chhina cases.
 
-23-

 
There are currently three other lawsuits against VITAS pending in the superior courts of other California counties that contain claims and class periods that substantially overlap with Phillips’ and Moore’s claims: the Jordan Seper and Jiwann Chhina cases, and Williams v. VITAS Healthcare Corporation of California, filed on May 22, 2017 in Alameda County Superior Court, RG 17853886.

Jazzina Williams’ (a Home Health Aide in Sacramento) lawsuit alleges claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; and (7) violations of the Private Attorneys General Act.  Williams seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees.  Plaintiff served VITAS with the lawsuit on May 31, 2017.  VITAS CA timely answered the Complaint generally denying Plaintiff’s allegations.  Williams is pursing discovery of her individual claim and has agreed to a stay of class discovery pending mediation in the Jordan Seper and Jiwann Chhina cases.  Defendant filed and served each of Plaintiffs Williams, Phillips, and Moore with a Notice of Related Cases on July 19, 2017.

 The Jordan Seper and Jiwann Chhina cases have been consolidated in Los Angeles County Superior court; Chhina was dismissed as a separate action and joined with Seper through the filing of an amended complaint in Seper in which Chhina is also identified as a named plaintiff, on August 28, 2018.

The Company is not able to reasonably estimate the probability of loss or range of loss for any of these lawsuits at this time.

The Company intends to defend vigorously against the allegations in each of the above lawsuits.  Regardless of the outcome of any of the preceding matters, dealing with the various regulatory agencies and opposing parties can adversely affect us through defense costs, potential payments, diversion of management time, and related publicity.  Although the Company intends to defend them vigorously, there can be no assurance that those suits will not have a material adverse effect on the Company.

Results of Operations
Three months ended September 30, 2018 versus 2017 - Consolidated Results
Our service revenues and sales for the third quarter of 2018 increased 6.4% versus services and sales revenues for the third quarter of 2017.  Of this increase, a $12.8 million increase was attributable to VITAS and $13.9 million increase was attributable to Roto-Rooter.  The following chart shows the components of revenue by operating segment (in thousands):
 
   
Three months ended September 30,
 
   
2018
   
2017
 
VITAS
           
Routine homecare
 
$
257,134
   
$
235,102
 
Continuous care
   
30,385
     
29,870
 
General inpatient
   
19,617
     
21,807
 
Other
   
2,104
     
2,172
 
Medicare cap adjustment
   
(1,950
)
   
-
 
Room and board - net
   
(2,569
)
   
-
 
Implicit price concessions
   
(2,957
)
   
-
 
Roto-Rooter
               
Plumbing - short term core
   
60,998
     
55,179
 
Drain cleaning - short term core
   
40,852
     
36,592
 
Other - short term core
   
496
     
575
 
Water restoration
   
25,001
     
21,065
 
Contractor operations
   
12,219
     
10,455
 
Outside franchisee fees
   
1,593
     
1,504
 
Other - non-core
   
2,876
     
3,123
 
Implicit price concessions
   
(1,648
)
   
-
 
Total
 
$
444,151
   
$
417,444
 

-24-

 
Days of care at VITAS during the quarter ended September 30 were as follows:
 
 
Days of Care
 
Increase/(Decrease)
 
2018
 
2017
 
Percent
           
Routine homecare
 1,584,820
 
 1,458,153
 
 8.7
Continuous care
 41,462
 
 41,237
 
 0.5
General inpatient
 25,731
 
 32,567
 
 (21.0)
Total days of care
 1,652,013
 
 1,531,957
 
 7.8

The remaining increase in VITAS’ revenues for the third quarter of 2018 versus the third quarter of 2017 was primarily comprised of a geographically weighted average Medicare reimbursement rate increase of approximately 0.8%, offset by $1.9 million in Medicare cap revenue reductions and by the $5.5 million change in classification related to the adoption of the new revenue recognition standard.

Over 90% of VITAS’ service revenues for the period were from Medicare and Medicaid.

The increase in plumbing revenues for the third quarter of 2018 versus 2017 is attributable to an 8.9% increase in price and service mix shift and a 1.6% increase in job count.  Drain cleaning revenues for the third quarter of 2018 versus 2017 reflect a 5.6% increase in price and service mix shift and a 6.0% increase in job count.  Water restoration for the third quarter of 2018 versus 2017 increased as a result of a 15.0% increase in job count and a 3.7% increase in price and service mix shift.   Contractor operations increased 16.9% mainly due to their expansion into water restoration. Revenue was negatively impacted by the change in the classification of $1.6 million due to the adoption of the new revenue recognition standard.

The consolidated gross margin was 31.3% in the third quarter of 2018 as compared with 31.0% in the third quarter of 2017.  On a segment basis, VITAS’ gross margin was 22.8% in the third quarter of 2018 as compared with 23.1%, in the third quarter of 2017.  The decrease in VITAS gross margin is the result of a $3.0 million change in classification of implicit price concessions from selling, general and administrative expenses to revenue for the third quarter of 2018 as a result of the new revenue recognition standard.  The Roto-Rooter segment’s gross margin was 49.2% for the third quarter of 2018 compared with 48.7% in the third quarter of 2017. The increase in Roto-Rooter gross margin is primarily related to improved health insurance experience during the quarter offset by the change in the classification of $1.6 million of implicit price concessions as a result of the new revenue recognition standard.

Selling, general and administrative expenses (“SG&A”) comprise (in thousands):

   
Three months ended September 30,
 
   
2018
   
2017
 
SG&A expenses before market value adjustments of deferred compensation
           
plans, long-term incentive compensation, and OIG investigation expenses
 
$
63,754
   
$
63,463
 
Impact of market value adjustments related to assets held in deferred
               
compensation trusts
   
2,189
     
1,417
 
Long-term incentive compensation
   
1,234
     
1,104
 
Expenses related to OIG investigation
   
-
     
935
 
Total SG&A expenses
 
$
67,177
   
$
66,919
 
 
Other income/(expense) - net comprise (in thousands):
 
   
Three months ended September 30,
 
 
 
2018
 
 
2017
 
Market value adjustment on assets held in
           
deferred compensation trusts
 
$
2,189
   
$
1,417
 
Interest income
   
111
     
51
 
Other
   
-
     
(145
)
Total other income - net
 
$
2,300
   
$
1,323
 

-25-


Our effective income tax rate was 18.6% in the third quarter of 2018 compared to 34.7% during the third quarter of 2017.   Law H.R.1, “An Act to Provide for Reconciliation Pursant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) reduced our overall effective tax rate.  The Act amends the Internal Revenue Code to reduce tax rates and modifies policies, credits, and deductions for individuals and businesses.  Additionally, excess tax benefit on stock options reduced our income tax expenses by $3.1 million and $1.8 million, respectively for the quarters ended September 30, 2018 and 2017

Net income for both periods included the following after-tax items/adjustments that (reduced) or increased after-tax earnings (in thousands):
 
   
Three months ended September 30,
 
   
2018
   
2017
 
VITAS
           
Medicare cap sequestration adjustment
 
$
(376
)
 
$
-
 
Acquisition expenses
   
(132
)
   
-
 
Expenses related to OIG investigation
   
-
     
(578
)
Program closure income
   
-
     
223
 
Roto-Rooter
               
Acquisition expenses
   
(130
)
   
-
 
Corporate
               
Excess tax benefits on stock compensation
   
3,118
     
1,783
 
Stock option expense
   
(1,674
)
   
(1,064
)
Long-term incentive compensation
   
(1,013
)
   
(699
)
Total
 
$
(207
)
 
$
(335
)

Three months ended September 30, 2018 versus 2017 - Segment Results

Net income/(loss) for the third quarter of 2018 versus the third quarter of 2017 by segment (in thousands):

   
Three months ended September 30,
 
 
 
2018
 
 
2017
 
VITAS
 
$
35,921
   
$
26,454
 
Roto-Rooter
   
24,563
     
16,034
 
Corporate
   
(9,235
)
   
(7,051
)
   
$
51,249
   
$
35,437
 
 
VITAS’ after-tax earnings were positively impacted in 2018 compared to 2017 due to higher revenue as well as a reduced effective tax rate.  After-tax earnings as a percent of revenue at VITAS in the third quarter of 2018 was 11.9% as compared to 9.2% in the third quarter of 2017.

Roto-Rooter’s net income was positively impacted in 2018 compared to 2017 primarily by higher revenue as well as a reduced effective tax rate.  After-tax earnings as a percent of revenue at Roto-Rooter in the third quarter of 2018 was 17.3% as compared to 12.5% in the third quarter of 2017.

After-tax Corporate expenses for 2018 increased 31.0% when compared to 2017 due to increased long-term incentive compensation expense and a lower effective tax rate, (results in lower tax benefit) offset by a $1.3 million increase in tax benefit related to the adoption of ASU 2016-09.

Results of Operations
Nine months ended September 30, 2018 versus 2017 - Consolidated Results
Our service revenues and sales for the first nine months of 2018 increased 7.0% versus services and sales revenues for the first nine months of 2017.  Of this increase, a $34.6 million increase was attributable to VITAS and $52.2 million increase was attributable to Roto-Rooter.  The following chart shows the components of revenue by operating segment (in thousands):


-26-

 
   
Nine months ended September 30,
 
   
2018
   
2017
 
VITAS
           
Routine homecare
 
$
748,546
   
$
689,248
 
Continuous care
   
91,664
     
94,426
 
General inpatient
   
61,803
     
66,369
 
Other
   
5,844
     
6,181
 
Medicare cap adjustment
   
(668
)
   
(247
)
Room and board - net
   
(7,863
)
   
-
 
Implicit price concessions
   
(8,749
)
   
-
 
Roto-Rooter
               
Plumbing - short term core
   
185,682
     
162,061
 
Drain cleaning - short term core
   
124,141
     
111,445
 
Other - short term core
   
1,695
     
1,823
 
Water restoration
   
77,502
     
60,266
 
Contractor operations
   
36,950
     
32,632
 
Outside franchisee fees
   
4,758
     
4,621
 
Other - non-core
   
9,032
     
9,542
 
Implicit price concessions
   
(5,197
)
   
-
 
Total
 
$
1,325,140
   
$
1,238,367
 
 
Days of care at VITAS during the nine months ended were as follows:
 
 
Days of Care
 
Increase/(Decrease)
 
2018
 
2017
 
Percent
           
Routine homecare
 4,592,950
 
 4,256,541
 
 7.9
Continuous care
 127,147
 
 129,762
 
 (2.0)
General inpatient
 86,372
 
 97,803
 
 (11.7)
Total days of care
 4,806,469
 
 4,484,106
 
 7.2

The remaining increase in VITAS’ revenues for the first nine months of 2018 versus the first nine months of 2017 was primarily comprised of a geographically weighted average Medicare reimbursement rate increase of approximately 0.8%, offset by a $668,000 in Medicare cap liability compared to $247,000 contra-revenue in the same period of 2017 and $16.6 million change in classification related to the adoption of the new revenue recognition standard.

Over 90% of VITAS’ service revenues for the period were from Medicare and Medicaid.

The increase in plumbing revenues for the first nine months of 2018 versus 2017 is attributable to an 10.7% increase in price and service mix shift and a 3.9% increase in job count.  Drain cleaning revenues for the first nine months of 2018 versus 2017 reflect a 6.4% increase in price and service mix shift and a 5.0% increase in job count.  The increase in water restoration for the first nine months of 2018 versus 2017 is a result of a 19.1% increase in job count and a 9.5% increase in price a service mix shift.  Contractor operations increased 13.2% mainly due to their expansion into water restoration. Revenue was negatively impacted by the change in the classification of $5.2 million due to the adoption of the new revenue recognition standard.

The consolidated gross margin was 30.9% in the first nine months of 2018 as compared with 30.6% in the first nine months of 2017.  On a segment basis, VITAS’ gross margin was 22.1% in the first nine months of 2018 as compared with 22.5%, in the first nine months of 2017.  The decrease in VITAS gross margin is the result of an $8.7 million change in classification of implicit price concessions from selling, general and administrative expenses to revenue for the first nine months of 2018.  The Roto-Rooter segment’s gross margin was 48.9% for the first nine months of 2018 and 2017, respectively.

-27-

 
Selling, general and administrative expenses (“SG&A”) comprise (in thousands):
 
   
Nine months ended September 30,
 
   
2018
   
2017
 
SG&A expenses before market value adjustments of deferred compensation
           
plans, long-term incentive compensation, and OIG investigation expenses
 
$
196,271
   
$
191,213
 
Long-term incentive compensation
   
4,376
     
3,021
 
Impact of market value adjustments related to assets held in deferred
               
compensation trusts
   
3,827
     
5,619
 
Expenses related to OIG investigation
   
-
     
5,178
 
Total SG&A expenses
 
$
204,474
   
$
205,031
 

SG&A expenses before long-term incentive compensation, expenses related to OIG investigation and the impact of market value adjustments related to assets held in deferred compensation trusts for the first nine months of 2018 were up 2.6% when compared to the first nine months of 2017. This increase was mainly a result of the increase in variable selling expenses caused by increased revenue and increased advertising expense at Roto-Rooter offset by $13.9 million of implicit price concessions being classified in revenue versus selling, general and administrative expenses due to the new revenue recognition standard.
 
Other operating expense for the first nine months of 2017 was $91.1 million.  This was related to a $90.0 million litigation settlement as well as $1.1 million related to the closure of the programs in one state at VITAS.

Other income/(expense) - net comprise (in thousands):
 
   
Nine months ended September 30,
 
 
 
2018
 
 
2017
 
Market value adjustment on assets held in
           
deferred compensation trusts
 
$
3,827
   
$
5,619
 
Interest income
   
529
     
297
 
Other
   
-
     
(477
)
Total other income - net
 
$
4,356
   
$
5,439
 
 
Our effective income tax rate was 14.5% for the year ended September 30, 2018 compared to 25.8% during the year ended September 30, 2017.  Law H.R.1, “An Act to Provide for Reconciliation Pursant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) reduced our overall effective tax rate.  The Act amends the Internal Revenue Code to reduce tax rates and modifies policies, credits, and deductions for individuals and businesses.  Additionally, excess tax benefit on stock options reduced our income tax expenses by $18.6 million and $8.1 million, respectively for the years ended September 30, 2018 and 2017.

-28-

 
Net income for both periods included the following after-tax items/adjustments that (reduced) or increased after-tax earnings (in thousands):

   
Nine Months Ended September 30,
 
   
2018
   
2017
 
VITAS
           
Medicare cap sequestration adjustment
 
$
(777
)
 
$
(65
)
Accrued litigation settlement
   
152
     
(55,800
)
Acquisition expenses
   
(132
)
   
-
 
Expenses related to OIG investigation
   
-
     
(3,198
)
Program closure expenses
   
-
     
(675
)
Roto-Rooter
               
Acquisition expenses
   
(130
)
   
-
 
Expenses related to litigation settlements
   
-
     
(129
)
Corporate
               
Excess tax benefits on stock compensation
   
18,618
     
8,121
 
Stock option expense
   
(7,465
)
   
(4,892
)
Long-term incentive compensation
   
(3,515
)
   
(1,911
)
Total
 
$
6,751
   
$
(58,549
)

Nine months ended September 30, 2018 versus 2017 - Segment Results

Net income/(loss) for the first nine months of 2018 versus the first nine months of 2017 by (in thousands):
 
   
Nine months ended September 30,
 
 
 
2018
 
 
2017
 
VITAS
 
$
99,720
   
$
14,797
 
Roto-Rooter
   
72,799
     
47,716
 
Corporate
   
(21,303
)
   
(18,888
)
   
$
151,216
   
$
43,625
 
 
VITAS’ after-tax earnings were positively impacted in 2018 compared to 2017 due to higher revenue as well as a reduced effective tax rate.  VITAS’ lower net income in 2017 was the result of a $55.8 million (after-tax) litigation settlement.

Roto-Rooter’s net income was positively impacted in 2018 compared to 2017 primarily by an increase in revenue as well as a reduced effective tax rate.

After-tax Corporate expenses for 2018 increased 12.8% when compared to 2017 due to increased stock option expense, long-term incentive compensation expense, and a lower effective tax rate (results in a lower tax benefit) offset by a $10.5 million increase in tax benefit related to the adoption of ASU No. 2016-09 and the impact of tax reform.
 
-29-

 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
CONSOLIDATING STATEMENTS OF INCOME
 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018
 
(in thousands)(unaudited)
 
                     
               
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
2018 (a)
                       
Service revenues and sales
 
$
301,764
   
$
142,387
   
$
-
   
$
444,151
 
Cost of services provided and goods sold
   
233,006
     
72,306
     
-
     
305,312
 
Selling, general and administrative expenses
   
20,394
     
36,112
     
10,671
     
67,177
 
Depreciation
   
4,905
     
4,712
     
40
     
9,657
 
Amortization
   
-
     
35
     
-
     
35
 
Other operating expenses
   
100
     
157
     
-
     
257
 
Total costs and expenses
   
258,405
     
113,322
     
10,711
     
382,438
 
Income/(loss) from operations
   
43,359
     
29,065
     
(10,711
)
   
61,713
 
Interest expense
   
(49
)
   
(71
)
   
(962
)
   
(1,082
)
Intercompany interest income/(expense)
   
3,306
     
1,814
     
(5,120
)
   
-
 
Other income—net
   
89
     
22
     
2,189
     
2,300
 
Income/(expense) before income taxes
   
46,705
     
30,830
     
(14,604
)
   
62,931
 
Income taxes
   
(10,784
)
   
(6,267
)
   
5,369
     
(11,682
)
Net income/(loss)
 
$
35,921
   
$
24,563
   
$
(9,235
)
 
$
51,249
 
                                 
(a) The following amounts are included in net income (in thousands):
                               
                         
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
Pretax benefit/(cost):
                               
Stock option expense
 
$
-
   
$
-
   
$
(2,055
)
 
$
(2,055
)
Long-term incentive compensation
   
-
     
-
     
(1,234
)
   
(1,234
)
Acquisition expenses
   
(177
)
   
(177
)
   
-
     
(354
)
Medicare cap sequestration adjustment
   
(503
)
   
-
     
-
     
(503
)
Total
 
$
(680
)
 
$
(177
)
 
$
(3,289
)
 
$
(4,146
)
                                 
                         
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
After-tax benefit/(cost):
                               
Stock option expense
 
$
-
   
$
-
   
$
(1,674
)
 
$
(1,674
)
Long-term incentive compensation
   
-
     
-
     
(1,013
)
   
(1,013
)
Acquisition expenses
   
(132
)
   
(130
)
   
-
     
(262
)
Medicare cap sequestration adjustment
   
(376
)
   
-
     
-
     
(376
)
Excess tax benefits on stock compensation
   
-
     
-
     
3,118
     
3,118
 
Total
 
$
(508
)
 
$
(130
)
 
$
431
   
$
(207
)
 
-30-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
CONSOLIDATING STATEMENTS OF INCOME
 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017
 
(in thousands)(unaudited)
 
                     
               
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
2017 (a)
                       
Service revenues and sales
 
$
288,951
   
$
128,493
   
$
-
   
$
417,444
 
Cost of services provided and goods sold
   
222,119
     
65,928
     
-
     
288,047
 
Selling, general and administrative expenses
   
23,783
     
33,694
     
9,442
     
66,919
 
Depreciation
   
4,529
     
4,268
     
22
     
8,819
 
Amortization
   
-
     
33
     
-
     
33
 
Other operating income
   
(371
)
   
-
     
-
     
(371
)
Total costs and expenses
   
250,060
     
103,923
     
9,464
     
363,447
 
Income/(loss) from operations
   
38,891
     
24,570
     
(9,464
)
   
53,997
 
Interest expense
   
(53
)
   
(73
)
   
(922
)
   
(1,048
)
Intercompany interest income/(expense)
   
2,950
     
1,378
     
(4,328
)
   
-
 
Other income/(expense)—net
   
(86
)
   
(8
)
   
1,417
     
1,323
 
Income/(expense) before income taxes
   
41,702
     
25,867
     
(13,297
)
   
54,272
 
Income taxes
   
(15,248
)
   
(9,833
)
   
6,246
     
(18,835
)
Net income/(loss)
 
$
26,454
   
$
16,034
   
$
(7,051
)
 
$
35,437
 
                                 
(a) The following amounts are included in net income (in thousands):
                               
                         
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
Pretax benefit/(cost):
                               
Stock option expense
 
$
-
   
$
-
   
$
(1,683
)
 
$
(1,683
)
Long-term incentive compensation
   
-
     
-
     
(1,104
)
   
(1,104
)
Program closure expenses
   
371
     
-
     
-
     
371
 
Expenses related to OIG investigation
   
(935
)
   
-
     
-
     
(935
)
Total
 
$
(564
)
 
$
-
   
$
(2,787
)
 
$
(3,351
)
                                 
                         
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
After-tax benefit/(cost):
                               
Stock option expense
 
$
-
   
$
-
   
$
(1,064
)
 
$
(1,064
)
Long-term incentive compensation
   
-
     
-
     
(699
)
   
(699
)
Program closure expenses
   
223
     
-
     
-
     
223
 
Expenses related to OIG investigation
   
(578
)
   
-
     
-
     
(578
)
Excess tax benefits on stock compensation
   
-
     
-
     
1,783
     
1,783
 
Total
 
$
(355
)
 
$
-
   
$
20
   
$
(335
)
 
-31-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
CONSOLIDATING STATEMENTS OF INCOME
 
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018
 
(in thousands)(unaudited)
 
                     
               
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
2018 (a)
                       
Service revenues and sales
 
$
890,577
   
$
434,563
   
$
-
   
$
1,325,140
 
Cost of services provided and goods sold
   
693,335
     
222,254
     
-
     
915,589
 
Selling, general and administrative expenses
   
61,606
     
108,120
     
34,748
     
204,474
 
Depreciation
   
14,753
     
13,782
     
107
     
28,642
 
Amortization
   
-
     
96
     
-
     
96
 
Other operating expenses
   
16
     
72
     
-
     
88
 
Total costs and expenses
   
769,710
     
344,324
     
34,855
     
1,148,889
 
Income/(loss) from operations
   
120,867
     
90,239
     
(34,855
)
   
176,251
 
Interest expense
   
(153
)
   
(255
)
   
(3,405
)
   
(3,813
)
Intercompany interest income/(expense)
   
9,524
     
5,231
     
(14,755
)
   
-
 
Other income/(expense)—net
   
469
     
60
     
3,827
     
4,356
 
Income/(expense) before income taxes
   
130,707
     
95,275
     
(49,188
)
   
176,794
 
Income taxes
   
(30,987
)
   
(22,476
)
   
27,885
     
(25,578
)
Net income/(loss)
 
$
99,720
   
$
72,799
   
$
(21,303
)
 
$
151,216
 
                                 
                                 
(a) The following amounts are included in net income (in thousands):
                               
                         
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
Pretax benefit/(cost):
                               
Stock option expense
 
$
-
   
$
-
   
$
(9,360
)
 
$
(9,360
)
Long-term incentive compensation
   
-
     
-
     
(4,376
)
   
(4,376
)
Medicare cap sequestration adjustment
   
(1,040
)
   
-
     
-
     
(1,040
)
Acquisition expenses
   
(177
)
   
(177
)
   
-
     
(354
)
Accrued litigation settlement
   
204
     
-
     
-
     
204
 
Total
 
$
(1,013
)
 
$
(177
)
 
$
(13,736
)
 
$
(14,926
)
                                 
                         
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
After-tax benefit/(cost):
                               
Stock option expense
 
$
-
   
$
-
   
$
(7,465
)
 
$
(7,465
)
Long-term incentive compensation
   
-
     
-
     
(3,515
)
   
(3,515
)
Medicare cap sequestration adjustment
   
(777
)
   
-
     
-
     
(777
)
Acquisition expenses
   
(132
)
   
(130
)
   
-
     
(262
)
Litigation settlement
   
152
     
-
     
-
     
152
 
Excess tax benefits on stock compensation
   
-
     
-
     
18,618
     
18,618
 
Total
 
$
(757
)
 
$
(130
)
 
$
7,638
   
$
6,751
 
 
-32-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
CONSOLIDATING STATEMENTS OF INCOME
 
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
 
(in thousands)(unaudited)
 
                     
               
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
2017 (a)
                       
Service revenues and sales
 
$
855,977
   
$
382,390
   
$
-
   
$
1,238,367
 
Cost of services provided and goods sold
   
663,565
     
195,474
     
-
     
859,039
 
Selling, general and administrative expenses
   
72,608
     
100,917
     
31,506
     
205,031
 
Depreciation
   
14,048
     
12,322
     
175
     
26,545
 
Amortization
   
14
     
97
     
-
     
111
 
Other operating expenses
   
91,138
     
-
     
-
     
91,138
 
Total costs and expenses
   
841,373
     
308,810
     
31,681
     
1,181,864
 
Income/(loss) from operations
   
14,604
     
73,580
     
(31,681
)
   
56,503
 
Interest expense
   
(161
)
   
(259
)
   
(2,744
)
   
(3,164
)
Intercompany interest income/(expense)
   
8,478
     
4,035
     
(12,513
)
   
-
 
Other income/(expense)—net
   
(95
)
   
(85
)
   
5,619
     
5,439
 
Income/(expense) before income taxes
   
22,826
     
77,271
     
(41,319
)
   
58,778
 
Income taxes
   
(8,029
)
   
(29,555
)
   
22,431
     
(15,153
)
Net income/(loss)
 
$
14,797
   
$
47,716
   
$
(18,888
)
 
$
43,625
 
                                 
                                 
(a) The following amounts are included in net income (in thousands):
                               
                         
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
Pretax benefit/(cost):
                               
Accrued litigation settlement
 
$
(90,000
)
 
$
-
   
$
-
   
$
(90,000
)
Stock option expense
   
-
     
-
     
(7,738
)
   
(7,738
)
Medicare cap sequestration adjustment
   
(105
)
   
-
     
-
     
(105
)
Long-term incentive compensation
   
-
     
-
     
(3,021
)
   
(3,021
)
Expenses related to litigation settlements
   
-
     
(213
)
   
-
     
(213
)
Program closure expenses
   
(1,138
)
   
-
     
-
     
(1,138
)
Expenses related to OIG investigation
   
(5,178
)
   
-
     
-
     
(5,178
)
Total
 
$
(96,421
)
 
$
(213
)
 
$
(10,759
)
 
$
(107,393
)
                                 
                         
 
Chemed
 
   
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
After-tax benefit/(cost):
                               
Accrued litigation settlement
 
$
(55,800
)
 
$
-
   
$
-
   
$
(55,800
)
Stock option expense
   
-
     
-
     
(4,892
)
   
(4,892
)
Medicare cap sequestration adjustment
   
(65
)
   
-
     
-
     
(65
)
Long-term incentive compensation
   
-
     
-
     
(1,911
)
   
(1,911
)
Expenses related to litigation settlements
   
-
     
(129
)
   
-
     
(129
)
Program closure expenses
   
(675
)
   
-
     
-
     
(675
)
Expenses related to OIG investigation
   
(3,198
)
   
-
     
-
     
(3,198
)
Excess tax benefits on stock compensation
   
-
     
-
     
8,121
     
8,121
 
Total
 
$
(59,738
)
 
$
(129
)
 
$
1,318
   
$
(58,549
)

 
-33-


Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA
 
                         
Chemed Corporation and Subsidiary Companies
       
(in thousands)
                 
 
Chemed
 
For the three months ended September 30, 2018
 
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
                         
Net income/(loss)
 
$
35,921
   
$
24,563
   
$
(9,235
)
 
$
51,249
 
Add/(deduct):
                               
Interest expense
   
49
     
71
     
962
     
1,082
 
Income taxes
   
10,784
     
6,267
     
(5,369
)
   
11,682
 
Depreciation
   
4,905
     
4,712
     
40
     
9,657
 
Amortization
   
-
     
35
     
-
     
35
 
EBITDA
   
51,659
     
35,648
     
(13,602
)
   
73,705
 
Add/(deduct):
                               
Intercompany interest expense/(income)
   
(3,306
)
   
(1,814
)
   
5,120
     
-
 
Interest income
   
(88
)
   
(23
)
   
-
     
(111
)
Medicare cap sequestration adjustment
   
503
     
-
     
-
     
503
 
Acquisition Expenses
   
177
     
177
     
-
     
354
 
Stock option expense
   
-
     
-
     
2,055
     
2,055
 
Long-term incentive compensation
   
-
     
-
     
1,234
     
1,234
 
Adjusted EBITDA
 
$
48,945
   
$
33,988
   
$
(5,193
)
 
$
77,740
 
                                 
                         
 
Chemed
 
For the three months ended September 30, 2017
 
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
                                 
Net income/(loss)
 
$
26,454
   
$
16,034
   
$
(7,051
)
 
$
35,437
 
Add/(deduct):
                               
Interest expense
   
53
     
73
     
922
     
1,048
 
Income taxes
   
15,248
     
9,833
     
(6,246
)
   
18,835
 
Depreciation
   
4,529
     
4,268
     
22
     
8,819
 
Amortization
   
-
     
33
     
-
     
33
 
EBITDA
   
46,284
     
30,241
     
(12,353
)
   
64,172
 
Add/(deduct):
                               
Intercompany interest expense/(income)
   
(2,950
)
   
(1,378
)
   
4,328
     
-
 
Interest income
   
(48
)
   
(4
)
   
-
     
(52
)
Expenses related to OIG investigation
   
935
     
-
     
-
     
935
 
Program closure expenses
   
(371
)
   
-
     
-
     
(371
)
Amortization of stock awards
   
72
     
67
     
156
     
295
 
Advertising cost adjustment
   
-
     
(162
)
   
-
     
(162
)
Stock option expense
   
-
     
-
     
1,683
     
1,683
 
Long-term incentive compensation
   
-
     
-
     
1,104
     
1,104
 
Adjusted EBITDA
 
$
43,922
   
$
28,764
   
$
(5,082
)
 
$
67,604
 
 
-34-


Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA
 
                         
Chemed Corporation and Subsidiary Companies
       
(in thousands)
                 
 
Chemed
 
For the nine months ended September 30, 2018
 
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
                         
Net income/(loss)
 
$
99,720
   
$
72,799
   
$
(21,303
)
 
$
151,216
 
Add/(deduct):
                               
Interest expense
   
153
     
255
     
3,405
     
3,813
 
Income taxes
   
30,987
     
22,476
     
(27,885
)
   
25,578
 
Depreciation
   
14,753
     
13,782
     
107
     
28,642
 
Amortization
   
-
     
96
     
-
     
96
 
EBITDA
   
145,613
     
109,408
     
(45,676
)
   
209,345
 
Add/(deduct):
                               
Intercompany interest expense/(income)
   
(9,524
)
   
(5,231
)
   
14,755
     
-
 
Interest income
   
(468
)
   
(60
)
   
-
     
(528
)
Accrued litigation settlement
   
(204
)
   
-
     
-
     
(204
)
Medicare cap sequestration adjustment
   
1,040
     
-
     
-
     
1,040
 
Acquisition expenses
   
177
     
177
     
-
     
354
 
Stock award amortization
   
107
     
100
     
239
     
446
 
Stock option expense
   
-
     
-
     
9,360
     
9,360
 
Long-term incentive compensation
   
-
     
-
     
4,376
     
4,376
 
Adjusted EBITDA
 
$
136,741
   
$
104,394
   
$
(16,946
)
 
$
224,189
 
                                 
                         
 
Chemed
 
For the nine months ended September 30, 2017
 
VITAS
 
 
Roto-Rooter
 
 
Corporate
 
 
Consolidated
 
                                 
Net income/(loss)
 
$
14,797
   
$
47,716
   
$
(18,888
)
 
$
43,625
 
Add/(deduct):
                               
Interest expense
   
161
     
259
     
2,744
     
3,164
 
Income taxes
   
8,029
     
29,555
     
(22,431
)
   
15,153
 
Depreciation
   
14,048
     
12,322
     
175
     
26,545
 
Amortization
   
14
     
97
     
-
     
111
 
EBITDA
   
37,049
     
89,949
     
(38,400
)
   
88,598
 
Add/(deduct):
                               
Intercompany interest expense/(income)
   
(8,478
)
   
(4,035
)
   
12,513
     
-
 
Interest income
   
(267
)
   
(29
)
   
-
     
(296
)
Accrued litigation settlement
   
90,000
     
-
     
-
     
90,000
 
Expenses related to OIG investigation
   
5,178
     
-
     
-
     
5,178
 
Program closure expenses
   
1,138
     
-
     
-
     
1,138
 
Medicare cap sequestration adjustment
   
105
     
-
     
-
     
105
 
Amortization of stock awards
   
220
     
203
     
510
     
933
 
Advertising cost adjustment
   
-
     
(707
)
   
-
     
(707
)
Expenses related to litigation settlements
   
-
     
213
     
-
     
213
 
Stock option expense
   
-
     
-
     
7,738
     
7,738
 
Long-term incentive compensation
   
-
     
-
     
3,021
     
3,021
 
Adjusted EBITDA
 
$
124,945
   
$
85,594
   
$
(14,618
)
 
$
195,921
 
 
-35-

 
RECONCILIATION OF ADJUSTED NET INCOME
 
(in thousands, except per share data)(unaudited)
 
                         
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2018
   
2017
   
2018
   
2017
 
Net income as reported
 
$
51,249
   
$
35,437
   
$
151,216
   
$
43,625
 
                                 
Add/(deduct) after-tax cost of:
                               
Excess tax benefits on stock compensation
   
(3,118
)
   
(1,783
)
   
(18,618
)
   
(8,121
)
Stock option expense
   
1,674
     
1,064
     
7,465
     
4,892
 
Long-term incentive compensation
   
1,013
     
699
     
3,515
     
1,911
 
Medicare cap sequestration adjustment
   
376
     
-
     
777
     
65
 
Acquisition expenses
   
262
     
-
     
262
     
-
 
Accrued litigation settlement
   
-
     
-
     
(152
)
   
55,800
 
Expenses of OIG investigation
   
-
     
578
     
-
     
3,198
 
Program closure expenses
   
-
     
(223
)
   
-
     
675
 
Expenses related to litigation settlements
   
-
     
-
     
-
     
129
 
Adjusted net income
 
$
51,456
   
$
35,772
   
$
144,465
   
$
102,174
 
                                 
Diluted Earnings Per Share As Reported
                               
Net income
 
$
3.06
   
$
2.13
   
$
8.98
   
$
2.60
 
Average number of shares outstanding
   
16,772
     
16,676
     
16,830
     
16,763
 
                                 
Adjusted Diluted Earnings Per Share
                               
Adjusted net income
 
$
3.07
   
$
2.15
   
$
8.58
   
$
6.10
 
Adjusted average number of shares outstanding
   
16,772
     
16,676
     
16,830
     
16,763
 
 
-36-

 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
OPERATING STATISTICS FOR VITAS SEGMENT
 
(unaudited)
 
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
OPERATING STATISTICS
 
2018
   
2017
   
2018
   
2017
 
Net revenue ($000)
                       
Homecare
 
$
257,134
   
$
235,102
   
$
748,546
   
$
689,248
 
Inpatient
   
19,617
     
21,807
     
61,803
     
66,369
 
Continuous care
   
30,385
     
29,870
     
91,664
     
94,426
 
Other
   
2,104
     
2,172
     
5,844
     
6,181
 
Subtotal
 
$
309,240
   
$
288,951
   
$
907,857
   
$
856,224
 
Room and board, net
   
(2,569
)
   
-
     
(7,863
)
   
-
 
Contractual allowances
   
(2,957
)
   
-
     
(8,749
)
   
-
 
Medicare cap allowance
   
(1,950
)
   
-
     
(668
)
   
(247
)
Total
 
$
301,764
   
$
288,951
   
$
890,577
   
$
855,977
 
Net revenue as a percent of total before Medicare cap allowances
                               
Homecare
   
83.2
%
   
81.4
%
   
82.5
%
   
80.5
%
Inpatient
   
6.3
     
7.5
     
6.8
     
7.8
 
Continuous care
   
9.8
     
10.3
     
10.1
     
11.0
 
Other
   
0.7
     
0.8
     
0.6
     
0.7
 
Subtotal
   
100.0
     
100.0
     
100.0
     
100.0
 
Room and board, net
   
(0.8
)
   
-
     
(0.9
)
   
-
 
Contractual allowances
   
(1.0
)
   
-
     
(1.0
)
   
-
 
Medicare cap allowance
   
(0.6
)
   
-
     
(0.1
)
   
-
 
Total
   
97.6
%
   
100.0
%
   
98.0
%
   
100.0
%
Average daily census (days)
                               
Homecare
   
13,791
     
12,596
     
13,515
     
12,444
 
Nursing home
   
3,402
     
3,254
     
3,298
     
3,148
 
Routine homecare
   
17,193
     
15,850
     
16,813
     
15,592
 
Inpatient
   
313
     
354
     
328
     
358
 
Continuous care
   
451
     
448
     
466
     
475
 
Total
   
17,957
     
16,652
     
17,607
     
16,425
 
Total Admissions
   
16,403
     
16,000
     
51,540
     
49,874
 
Total Discharges
   
16,171
     
15,726
     
50,234
     
49,074
 
Average length of stay (days)
   
90.0
     
89.5
     
89.0
     
87.9
 
Median length of stay (days)
   
18.0
     
16.0
     
16.0
     
16.0
 
ADC by major diagnosis
                               
Cerebro
   
36.2
%
   
35.6
%
   
36.5
%
   
35.0
%
Neurological
   
18.8
     
18.9
     
18.7
     
19.4
 
Cancer
   
13.8
     
16.6
     
13.8
     
16.6
 
Cardio
   
16.4
     
14.4
     
16.4
     
14.8
 
Respiratory
   
8.1
     
7.9
     
8.1
     
7.9
 
Other
   
6.7
     
6.6
     
6.5
     
6.3
 
Total
   
100.0
%
   
100.0
%
   
100.0
%
   
100.0
%
Admissions by major diagnosis
                               
Cerebro
   
21.1
     
22.0
%
   
21.9
%
   
21.9
%
Neurological
   
11.6
     
10.0
     
11.3
     
10.5
 
Cancer
   
31.5
     
31.5
     
30.0
     
30.8
 
Cardio
   
14.7
     
14.9
     
15.3
     
15.1
 
Respiratory
   
10.3
     
10.6
     
11.0
     
10.9
 
Other
   
10.8
     
11.0
     
10.5
     
10.8
 
Total
   
100.0
%
   
100.0
%
   
100.0
%
   
100.0
%
Direct patient care margins
                               
Routine homecare
   
53.0
%
   
52.4
%
   
52.6
%
   
52.2
%
Inpatient
   
3.1
     
3.4
     
5.0
     
4.4
 
Continuous care
   
17.3
     
17.3
     
17.4
     
16.9
 
Homecare margin drivers (dollars per patient day)
                               
Labor costs
 
$
57.31
   
$
56.48
   
$
57.85
   
$
57.20
 
Combined drug, HME and medical supplies
   
13.85
     
14.67
     
14.23
     
14.77
 
Inpatient margin drivers (dollars per patient day)
                               
Labor costs
 
$
384.50
   
$
362.48
   
$
375.65
   
$
369.77
 
Continuous care margin drivers (dollars per patient day)
                               
Labor costs
 
$
587.84
   
$
579.31
   
$
576.77
   
$
584.82
 
Estimated uncollectible accounts as a percent of revenues
   
1.0
%
   
1.1
%
   
1.0
%
   
1.1
%
Accounts receivable -- Days of revenue outstanding- excluding unapplied Medicare payments
   
36.0
     
37.6
   
n.a.
   
n.a.
 
Accounts receivable -- Days of revenue outstanding- including unapplied Medicare payments
   
22.8
     
19.9
   
n.a.
   
n.a.
 
 
-37-

 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information

Certain statements contained in this report 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.  These forward-looking statements are based on current expectations and assumptions and involve various known and unknown risks, uncertainties, contingencies and other factors, which could cause Chemed’s actual results to differ from those expressed in such forward-looking statements.  Variances in any or all of the risks, uncertainties, contingencies, and other factors from our assumptions could cause actual results to differ materially from these forward-looking statements and trends.  In addition, our ability to deal with the unknown outcomes of these events, many of which are beyond our control, may affect the reliability of projections and other financial matters.  Investors are cautioned that such forward-looking statements are subject to inherent risk and there are no assurances that the matters contained in such statements will be achieved.  Chemed does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of a new information, future events or otherwise.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk
 
The Company’s primary market risk exposure relates to interest rate risk exposure through its variable interest line of credit.  At September 30, 2018, the Company had $130.0 million of variable rate debt outstanding.  For each $10 million dollars borrowed under the credit facility, an increase or decrease of 100 basis points (1% point), increases or decreases the Company’s annual interest expense by $100,000.

The Company continually evaluates this interest rate exposure and periodically weighs the cost versus the benefit of fixing the variable interest rates through a variety of hedging techniques.

Item 4.   Controls and Procedures
 
We carried out an evaluation, under the supervision of our President and Chief Executive Officer and with the participation of the Executive Vice President and Chief Financial Officer and the Vice President and Controller, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and Vice President and Controller have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.  There has been no change in our internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION
Item 1.   Legal Proceedings

For information regarding the Company’s legal proceedings, see note 10, Legal and Regulatory Matters, under Part I, Item I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K.
 
-38-

 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Item 2(c). Purchases of Equity Securities by Issuer and Affiliated Purchasers

The following table shows the activity related to our share repurchase program for the first nine months of 2018:
 
   
Total Number
   
Weighted Average
   
Cumulative Shares
   
Dollar Amount
 
   
of Shares
   
Price Paid Per
   
Repurchased Under
   
Remaining Under
 
   
Repurchased
   
Share
   
the Program
   
The Program
 
                         
February 2011 Program
                       
January 1 through January 31, 2018
   
-
   
$
-
     
7,815,718
   
$
55,533,344
 
February 1 through February 28, 2018
   
96,890
     
258.26
     
7,912,608
     
30,510,279
 
March 1 through March 31, 2018
   
203,110
     
276.22
     
8,115,718
   
$
124,407,878
 
                                 
First Quarter Total
   
300,000
   
$
270.42
                 
                                 
April 1 through April 30, 2018
   
-
   
$
-
     
8,115,718
   
$
124,407,878
 
May 1 through May 31, 2018
   
-
     
-
     
8,115,718
     
124,407,878
 
June 1 through June 30, 2018
   
10,000
     
317.86
     
8,125,718
   
$
121,229,007
 
                                 
Second Quarter Total
   
10,000
   
$
317.86
                 
                                 
July 1 through July 31, 2018
   
10,249
   
$
314.49
     
8,135,967
   
$
118,005,847
 
August 1 through August 31, 2018
   
39,751
     
315.87
     
8,175,718
     
105,449,705
 
September 1 through September 30, 2018
   
70,622
     
309.99
     
8,246,340
   
$
83,557,343
 
                                 
Third Quarter Total
   
120,622
   
$
312.31
                 
 
 
On March 6, 2018 our Board of Directors authorized an additional $150 million under the February 2011 Repurchase Program.
 
Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Mine Safety Disclosures

None.

Item 5.   Other Information

None.

-39-

 
Item 6.   Exhibits

Exhibit No.
 
Description
     
 
     
 
     
 
     
 
     
 
     
 
     
101.INS
 
XBRL Instance Document
     
101.SCH
 
XBRL Taxonomy Extension Schema
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
         
Chemed Corporation
         
(Registrant)
           
           
 
Dated:
November 2, 2018
 
By:
/s/ Kevin J. McNamara
         
Kevin J. McNamara
         
(President and Chief Executive Officer)
           
           
 
Dated:
November 2, 2018
 
By:
/s/ David P. Williams
         
David P. Williams
         
(Executive Vice President and Chief Financial Officer)
           
           
 
Dated:
November 2, 2018
 
By:
/s/ Michael D. Witzeman
         
Michael D. Witzeman
         
(Vice President and Controller)
 
-40-

EXHIBIT 31.1


CERTIFICATION PURSUANT TO RULES 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934

I, Kevin J. McNamara, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Chemed Corporation (“registrant”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors or persons performing the equivalent function:
 
a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
Date:     November 2, 2018
/s/ Kevin J. McNamara
 
Kevin J. McNamara
 
(President and Chief
Executive Officer)
 
E-1
 
EXHIBIT 31.2


CERTIFICATION PURSUANT TO RULES 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934

I, David P. Williams, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Chemed Corporation (“registrant”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors or persons performing the equivalent function:

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
Date:     November 2, 2018
/s/ David P. Williams
 
David P. Williams
 
(Executive Vice President and
Chief Financial Officer)
 
E-2


EXHIBIT 31.3


CERTIFICATION PURSUANT TO RULES 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934

I, Michael D. Witzeman., certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Chemed Corporation (“registrant”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors or persons performing the equivalent function:

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
Date:     November 2, 2018
/s/ Michael D. Witzeman
 
Michael D. Witzeman
 
(Vice President and
Controller)
 
E-3
 
EXHIBIT 32.1

CERTIFICATION BY KEVIN J. MCNAMARA
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as President and Chief Executive Officer of Chemed Corporation (“Company”), does hereby certify that:

1)
the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2018 (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 
 
Date:     November 2, 2018
/s/ Kevin J. McNamara
 
Kevin J. McNamara
 
(President and Chief
Executive Officer)
 
E-4
 
EXHIBIT 32.2

CERTIFICATION BY DAVID P. WILLIAMS
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Executive Vice President and Chief Financial Officer of Chemed Corporation (“Company”), does hereby certify that:

1)
the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2018 (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
Date:     November 2, 2018
/s/ David P. Williams
 
David P. Williams
 
(Executive Vice President and
Chief Financial Officer)
 
E-5

EXHIBIT 32.3

CERTIFICATION BY ARTHUR V. TUCKER, JR.
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Vice President and Controller of Chemed Corporation (“Company”), does hereby certify that:

1)
the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2018 (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
Date: November 2, 2018
/s/ Michael D. Witzeman
 
Michael D. Witzeman
 
(Vice President and
Controller)
 
E-6