a51150258.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

x    Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2015

o    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
x
 
No
o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
         
Yes
x
 
No
o

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
x
 
Accelerated
filer
o
 
Non-accelerated
filer
o
 
Smaller reporting
company
o

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

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
 
16,919,487 Shares
 
June 30, 2015
 
 
-1-

 


CHEMED CORPORATION AND
SUBSIDIARY COMPANIES



Index

   
Page No.
PART I.    FINANCIAL INFORMATION:
   
Item 1.  Financial Statements
   
     3
 
     
   
 
     
   
 
     
    6
       
      15
       
      32
       
      32
       
PART II.   OTHER INFORMATION
     
      32
       
      32
       
      33
       
      33
       
      33
       
      33
       
      34
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 SHEET
 
(in thousands, except share and per share data)
 
             
             
             
   
June 30, 2015
   
December 31, 2014
 
ASSETS
           
Current assets
           
Cash and cash equivalents
  $ 32,705     $ 14,132  
Accounts receivable less allowances of $17,156 (2014 - $14,728)
    119,116       124,607  
Inventories
    6,250       6,168  
Current deferred income taxes
    16,432       15,414  
Prepaid income taxes
    3,474       2,787  
Prepaid expenses
    12,069       11,456  
Total current assets
    190,046       174,564  
Investments of deferred compensation plans
    51,940       49,147  
Properties and equipment, at cost, less accumulated depreciation of $190,227 (2014 - $185,735)
    107,556       105,336  
Identifiable intangible assets less accumulated amortization of $33,031 (2014 - $32,772)
    55,979       56,027  
Goodwill
    472,546       466,722  
Other assets
    7,216       8,136  
Total Assets
  $ 885,283     $ 859,932  
                 
LIABILITIES
               
Current liabilities
               
Accounts payable
  $ 39,327     $ 46,849  
Current portion of long-term debt
    7,500       6,250  
Income taxes
    20       5,818  
Accrued insurance
    42,589       40,814  
Accrued compensation
    48,909       50,718  
Accrued legal
    1,815       753  
Other current liabilities
    21,752       24,352  
Total current liabilities
    161,912       175,554  
Deferred income taxes
    28,280       29,945  
Long-term debt
    152,500       141,250  
Deferred compensation liabilities
    52,051       48,684  
Other liabilities
    12,742       13,143  
Total Liabilities
    407,485       408,576  
Commitments and contingencies
               
STOCKHOLDERS' EQUITY
               
Capital stock - authorized 80,000,000 shares $1 par; issued 33,619,982 shares (2014 - 33,337,297 shares)
    33,620       33,337  
Paid-in capital
    562,654       538,845  
Retained earnings
    815,229       771,176  
Treasury stock - 16,800,313 shares (2014 - 16,446,572)
    (936,056 )     (894,285 )
Deferred compensation payable in Company stock
    2,351       2,283  
Total Stockholders' Equity
    477,798       451,356  
Total Liabilities and Stockholders' Equity
  $ 885,283     $ 859,932  
                 
   
See accompanying notes to unaudited consolidated financial statements.
 
 
 
-3-

 
 
                         
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
UNAUDITED CONSOLIDATED STATEMENT OF INCOME
 
(in thousands, except per share data)
 
                         
                         
                         
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Service revenues and sales
  $ 381,921     $ 360,182     $ 758,573     $ 718,482  
Cost of services provided and goods sold (excluding depreciation)
    270,663       257,007       539,548       514,826  
Selling, general and administrative expenses
    57,994       53,649       116,582       109,320  
Depreciation
    8,082       7,272       16,114       14,421  
Amortization
    582       735       1,158       1,744  
Total costs and expenses
    337,321       318,663       673,402       640,311  
Income from operations
    44,600       41,519       85,171       78,171  
Interest expense
    (969 )     (2,429 )     (1,938 )     (6,244 )
Other income - net
    536       756       1,099       1,572  
Income before income taxes
    44,167       39,846       84,332       73,499  
Income taxes
    (17,192 )     (15,483 )     (32,820 )     (28,562 )
Net income
  $ 26,975     $ 24,363     $ 51,512     $ 44,937  
                                 
Earnings Per Share
                               
Net income
  $ 1.60     $ 1.41     $ 3.05     $ 2.59  
Average number of shares outstanding
    16,880       17,236       16,872       17,374  
                                 
Diluted Earnings Per Share
                               
Net income
  $ 1.55     $ 1.36     $ 2.96     $ 2.48  
Average number of shares outstanding
    17,419       17,880       17,419       18,097  
                                 
Cash Dividends Per Share
  $ 0.22     $ 0.20     $ 0.44     $ 0.40  
                                 
See accompanying notes to unaudited consolidated financial statements.
 
 
 
-4-

 
 
             
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
 
(in thousands)
 
       
   
Six Months Ended June 30,
 
   
2015
   
2014
 
Cash Flows from Operating Activities
           
Net income
  $ 51,512     $ 44,937  
Adjustments to reconcile net income to net cash provided
               
by operating activities:
               
Depreciation and amortization
    17,272       16,165  
Deferred income taxes
    (2,783 )     6,180  
Provision for uncollectible accounts receivable
    7,734       6,449  
Amortization of discount on convertible notes
    -       3,392  
Stock option expense
    2,787       2,453  
Amortization of debt issuance costs
    262       564  
Noncash long-term incentive compensation
    2,391       986  
Changes in operating assets and liabilities, excluding
               
amounts acquired in business combinations:
               
Increase in accounts receivable
    (2,182 )     (6,782 )
Increase in inventories
    (78 )     (153 )
Increase in prepaid expenses
    (507 )     (3,301 )
Decrease in accounts payable and other current liabilities
    (1,314 )     (33,584 )
Increase/(decrease) in income taxes
    (2,384 )     7,224  
Increase in other assets
    (2,229 )     (2,748 )
Increase in other liabilities
    2,966       4,644  
Excess tax benefit on share-based compensation
    (3,998 )     (1,866 )
Other sources
    189       553  
Net cash provided by operating activities
    69,638       45,113  
Cash Flows from Investing Activities
               
Capital expenditures
    (18,846 )     (19,454 )
Business combinations, net of cash acquired
    (6,614 )     (250 )
Other sources
    395       192  
Net cash used by investing activities
    (25,065 )     (19,512 )
Cash Flows from Financing Activities
               
Proceeds from revolving line of credit
    103,200       245,500  
Payments on revolving line of credit
    (88,200 )     (185,500 )
Payments on other long-term debt
    (2,500 )     (186,956 )
Proceeds from other long-term debt
    -       100,000  
Purchases of treasury stock
    (29,762 )     (58,493 )
Proceeds from exercise of stock options
    8,044       16,092  
Dividends paid
    (7,459 )     (6,757 )
Capital stock surrendered to pay taxes on stock-based compensation
    (5,876 )     (3,543 )
Retirement of warrants
    -       (2,645 )
Excess tax benefit on share-based compensation
    3,998       1,866  
Debt issuance costs
    -       (939 )
Decrease in cash overdrafts payable
    (6,791 )     (479 )
Other uses
    (654 )     (252 )
Net cash used by financing activities
    (26,000 )     (82,106 )
Increase/(Decrease) in Cash and Cash Equivalents
    18,573       (56,505 )
Cash and cash equivalents at beginning of year
    14,132       84,418  
Cash and cash equivalents at end of period
  $ 32,705     $ 27,913  
                 
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, 2014 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, 2014.
 
2.   Revenue Recognition
 
Both the VITAS segment and the Roto-Rooter segment recognize service revenues and sales when the earnings process has been completed. Generally, this occurs when services are provided or products are delivered. VITAS recognizes revenue at the estimated realizable amount due from third-party payers. Medicare payments are subject to certain limitations, as described below.
 
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 they are likely to exceed the annual per-beneficiary Medicare cap (“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 action to influence the patient mix or to increase patient admissions.  However, should we project our corrective action will not prevent that program from exceeding its Medicare cap, we estimate the amount of revenue recognized during the period that will require repayment to the Federal government under the Medicare cap and record the amount as a reduction to patient revenue.
 
During the second quarter of 2015, no Medicare cap was recorded.
 
During the first six months ended June 30, 2015, we recorded a $165,000 Medicare cap reversal of amounts recorded in the fourth quarter of 2014 for one program’s projected 2015 measurement period liability. The fourth quarter of 2014 was part of the 2015 Medicare cap year.
 
Shown below is the Medicare cap liability activity for the fiscal periods ended (in thousands):

   
June 30,
 
   
2015
   
2014
 
Beginning balance January 1,
  $ 6,112     $ 8,260  
2015 measurement period
    (165 )     -  
2014 measurement period
    -       (704 )
Payments
    (4,782 )     (3,439 )
Ending balance June 30,
  $ 1,165     $ 4,117  
 
Vitas provides charity care, in certain circumstances, to patients without charge when management of the hospice program determines, at the time services are performed, that the patient does not have the financial wherewithal to make payment.  There is no revenue or associated accounts receivable in the accompanying consolidated financial statements related to charity care.  The cost of charity care is calculated by taking the ratio of charity care days to total days of care and multiplying by total cost of care.  The cost of charity care is as follows (in thousands):
 
 
-6-

 

Three months ended June 30,
 
Six months ended June 30,
2015
 
2014
 
2015
 
2014
$ 1,885   $ 1,931   $ 3,859   $ 3,630


3.   Segments

Service revenues and sales and after-tax earnings by business segment are as follows (in thousands):

                         
             
   
Three months ended June 30,
   
Six months ended June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Service Revenues and Sales
       
 
         
 
 
VITAS
  $ 276,460     $ 264,026     $ 546,073     $ 524,438  
Roto-Rooter
    105,461       96,156       212,500       194,044  
Total
  $ 381,921     $ 360,182     $ 758,573     $ 718,482  
                                 
After-tax Earnings
                               
VITAS
  $ 21,800     $ 20,892     $ 41,116     $ 39,051  
Roto-Rooter
    12,153       10,719       24,161       20,751  
Total
    33,953       31,611       65,277       59,802  
Corporate
    (6,978 )     (7,248 )     (13,765 )     (14,865 )
Net income
  $ 26,975     $ 24,363     $ 51,512     $ 44,937  

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

4.  Earnings 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 June 30,
 
Income
 
Shares
 
Earnings
per Share
2015
                 
 
Earnings
 
$
 26,975
 
 16,880
 
$
 1.60
 
Dilutive stock options
   
 -
 
 390
     
 
Nonvested stock awards
   
 -
 
 149
     
 
Diluted earnings
 
$
 26,975
 
 17,419
 
$
 1.55
                   
2014
                 
 
Earnings
 
$
 24,363
 
 17,236
 
$
 1.41
 
Dilutive stock options
   
 -
 
 376
     
 
Nonvested stock awards
   
 -
 
 147
     
 
Conversion of notes
   
 -
 
 121
     
 
Diluted earnings
 
$
 24,363
 
 17,880
 
$
 1.36

 
 
-7-

 


       
Net Income
For the Six Months Ended June 30,
 
Income
 
Shares
 
Earnings
per Share
2015
                 
 
Earnings
 
$
 51,512
 
 16,872
 
$
 3.05
 
Dilutive stock options
   
 -
 
 395
     
 
Nonvested stock awards
   
 -
 
 152
     
 
Diluted earnings
 
$
 51,512
 
 17,419
 
$
 2.96
                   
2014
                 
 
Earnings
 
$
 44,937
 
 17,374
 
$
 2.59
 
Dilutive stock options
   
 -
 
 374
     
 
Nonvested stock awards
   
 -
 
 147
     
 
Conversion of Notes
   
 -
 
 202
     
 
Diluted earnings
 
$
 44,937
 
 18,097
 
$
 2.48
 
For the three and six-month period ended June 30, 2015, 411,000 stock options were excluded from the computation of diluted earnings per share because they would have been anti-dilutive.  For the three and six-month period ended June 30, 2014 no stock options were so excluded.
 
For the three and six-months of 2014 diluted earnings per share was impacted by the issuance of 249,000 shares of capital stock under the conversion feature of our 1.875% Senior Convertible Notes (the “Notes”) on the May 15, 2014 maturity date.  Assuming these shares were issued April 1, 2014 increases average diluted shares outstanding for the second quarter of 2014 by 121,000 shares.  Similarly, the dilutive impact of this conversion feature for the first six months of 2014 was 202,000.


5.   Long-Term Debt
 
On June 30, 2014, we replaced our existing credit agreement with the Third Amended and Restated Credit Agreement (“2014 Credit Agreement”).   Terms of the 2014 Credit Agreement consist of a five-year, $350 million revolving credit facility and a $100 million term loan. The 2014 Credit Agreement has a floating interest rate that is currently LIBOR plus 113 basis points.
 
The debt outstanding as of June 30, 2015 consists of the following:

Revolver
$
 65,000
Term loan
 
 95,000
Total
 
 160,000
Current portion of term and revolving loan
 
 (7,500)
Long-term debt
$
 152,500

Scheduled principal payments of the term loan are as follows:

 
2015
$
 3,750
2016
 
 7,500
2017
 
 8,750
2018
 
 10,000
2019
 
 65,000
 
$
 95,000
 
 
-8-

 

The 2014 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
     
Annual Operating Lease Commitment
 
< $50.0 million

We are in compliance with all debt covenants as of June 30, 2015. We have issued $36.6 million in standby letters of credit as of June 30, 2015 for insurance purposes.  Issued letters of credit reduce our available credit under the 2014 Credit Agreement.  As of June 30, 2015, we have approximately $248.4 million of unused lines of credit available and eligible to be drawn down under our revolving credit facility.


6.   Other Income – Net

Other income -- net comprises the following (in thousands):
 
Three months ended June 30,
   
Six months ended June 30,
 
 
2015
   
2014
   
2015
   
2014
 
Market value gains on assets held in deferred
                       
compensation trust
  $ 498     $ 650     $ 1,448     $ 1,812  
Loss on disposal of property and equipment
    (63 )     (48 )     (15 )     (326 )
Interest income - net
    86       58       130       8  
Other - net
    15       96       (464 )     78  
     Total other income - net
   $ 536     $ 756     $ 1,099     $ 1,572  

 7.   Stock-Based Compensation Plans

On May 18, 2015, the Compensation/Incentive Committee of the Board of Directors (“CIC”) approved a grant of 32,550 shares of restricted stock to certain key employees.  The restricted shares vest ratably over three years from the date of issuance.  The cumulative compensation expense related to the restricted stock award is $4.0 million and will be recognized over the three-year vesting period.  We assumed no forfeitures in determining the cumulative compensation expense of the grant.

On February 20, 2015, the (“CIC”) granted 10,761 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, 2017, 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 $1.5 million.

On February 20, 2015, the CIC also granted 10,761 PSUs contingent upon the achievement of certain earnings per share (“EPS”) targets for the three-year period ending December 31, 2017.  At the end of each reporting period, the Company estimates the number of shares that it believes will ultimately be earned and records that 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 $1.6 million.
 
 
-9-

 
 
8.   Independent Contractor Operations

The Roto-Rooter segment sublicenses with 69 independent contractors to operate certain plumbing repair and drain cleaning businesses in lesser-populated areas of the United States and Canada.  We had notes receivable from our independent contractors as of June 30, 2015 totaling $1.6 million (December 31, 2014 - $1.6 million).  In most cases these loans are fully or partially secured by equipment owned by the contractor.  The interest rates on the loans range from 0% to 7% per annum and the remaining terms of the loans range from 2 months to 5 years at June 30, 2015.  We recorded the following from our independent contractors (in thousands):

 
Three months ended June 30,
 
Six months ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
Revenues
  $ 9,527     $ 9,190     $ 18,991     $ 18,213  
Pretax profits
    5,661       5,235       11,218       10,395  

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.  Expenses for the Company’s pension and profit-sharing plans, excess benefit plans and other similar plans are as follows (in thousands):

Three months ended June 30,
   
Six months ended June 30,
 
2015
   
2014
   
2015
   
2014
 
$ 2,991     $ 3,324     $ 7,178     $ 7,222  


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 estimable.

Regulatory Matters and Litigation

In June 2011, the U.S. Attorney provided the Company with a partially unsealed qui tam complaint filed under seal in the U.S. District Court for the Western District of Texas,  United States, et al. ex rel. Urick v. VITAS HME Solutions, Inc. et al., 5:08-cv-0663 (“Urick”).  The U.S. Attorney filed a notice in May 2012 stating that it had decided not to intervene in the case at that time but indicating that it continues to investigate the allegations.  In June 2012, the complaint was unsealed.  The complaint asserts violations of the federal False Claims Act and the Texas Medicaid Fraud Prevention Act based on allegations of a conspiracy to submit to Medicare and Medicaid false claims involving hospice services for ineligible patients, unnecessary medical supplies, failing to satisfy certain prerequisites for payment, and altering patient records, including backdating patient revocations.  The suit was brought by Barbara Urick, a then registered nurse in VITAS’s San Antonio program, against VITAS, certain of its affiliates, and several former VITAS employees, including physicians Justo Cisneros and Antonio Cavasos and nurses Sally Schwenk, Diane Anest, and Edith Reed.  In September 2012 and July 2013, the plaintiff dismissed all claims against the individual defendants.  The complaint was served on the VITAS entities on April 12, 2013.

Also in June 2011, the U.S. Attorney provided the Company with a partially unsealed qui tam complaint filed under seal in the U.S. District Court for the Northern District of Illinois, United States, et al. ex rel. Spottiswood v. Chemed Corp., 1:07-cv-4566 (“Spottiswood”).  In April 2012, the complaint was unsealed.  The U.S. Attorney and Attorney General for the State of Illinois filed notices in April and May 2012, respectively, stating that they had decided not to intervene in the case at that time but indicating that they continue to investigate the allegations.  Plaintiff filed an amended complaint in November 2012.  The complaint asserts violations of the federal False Claims Act and the Illinois Whistleblower Reward and Protection Act based on allegations that VITAS fraudulently billed Medicare and Medicaid for providing unwarranted continuous care services.  The suit was brought by Laura Spottiswood, a former part-time pool registered nurse at VITAS, against Chemed, VITAS, and a VITAS affiliate.  The complaint was served on the defendants on April 12, 2013.  On May 29 and June 4, 2013, respectively, the Court granted the government’s motion to partially intervene in Spottiswood and in Urick on the allegations that VITAS submitted or caused to be submitted false or fraudulent claims for continuous care and routine home care on behalf of certain ineligible Medicare beneficiaries.  The Court also transferred them to the U.S. District Court for the Western District of Missouri under docket Nos. 4:13-cv-505 and 4:13-cv-563, respectively.
 
 
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On May 2, 2013, the government filed a False Claims Act complaint against the Company and certain of its hospice-related subsidiaries in the U.S. District Court for the Western District of Missouri, United States v. VITAS Hospice Services, LLC, et al., No. 4:13-cv-00449-BCW (the “2013 Action”).  Prior to that date, the Company received various subpoenas from the U.S. Department of Justice and OIG that have been previously disclosed.  The 2013 Action alleges that, since at least 2002, VITAS, and since 2004, the Company, submitted or caused the submission of false claims to the Medicare program by (a) billing Medicare for continuous home care services when the patients were not eligible, the services were not provided, or the medical care was inappropriate, and (b) billing Medicare for patients who were not eligible for the Medicare hospice benefit because they did not have a life expectancy of six months or less if their illnesses ran their normal course.  This complaint seeks treble damages, statutory penalties, and the costs of the action, plus interest.  On August 1, 2013, the government filed its First Amended Complaint in the 2013 Action.  The First Amended Complaint changed and supplemented some of the allegations, but did not otherwise expand the causes of action or the nature of the relief sought against VITAS.  The defendants filed a motion to dismiss on September 24, 2013.  The Court denied the motion, except to the extent that claims were filed before July 24, 2002, on September 30, 2014. 

On May 6, 2013, the U.S. District Court for the Western District of Missouri, at the request of the government, unsealed a qui tam complaint against VITAS and VITAS Healthcare Corporation of California, United States ex rel. Charles Gonzales v. VITAS Healthcare Corporation, et al., CV 12-0761-R (“Gonzales”).  The case was transferred from the Central District of California to the Western District of Missouri under docket No. 4:13-cv-344.  The government partially intervened in Gonzales.  The Gonzales complaint alleges that VITAS’ Los Angeles program falsely certified and recertified patients as eligible for the Medicare Hospice Benefit.  It alleges violations of the False Claims Act and seeks treble damages, civil penalties, recovery of costs, attorneys’ fees and expenses, and pre- and post-judgment interest.  

On September 25, 2013, the Court granted a joint motion by the government, the relators, and VITAS to consolidate the Spottiswood,  Urick, and  Gonzales complaints with the 2013 Action.  As a result, the First Amended Complaint will govern the consolidated federal claims brought by the United States and the relators for all purposes.  The relators and VITAS have stipulated that certain non-intervened claims will not be pursued by the relators.  The Spottiswood relator filed an action under the Illinois False Claims Act, The State of Illinois ex rel. Laura Spottiswood v. Chemed Corporation, et al., No. 14 L 2786 in the Circuit Court of Cook County, Illinois on March 6, 2014.  The Court granted the parties’ joint motion to place this case on its stay calendar, pending resolution of the 2013 Action.

VITAS has also received document subpoenas in related state matters.  In February 2010, VITAS received a civil investigative demand (“CID”) from the Texas Attorney General seeking documents from January 1, 2002 through the date of the CID, and interrogatory responses in connection with an investigation of possible fraudulent submission of Medicaid claims for non-qualifying patients and fraudulent shifting of costs from VITAS to the State of Texas and the United States.  The CID requested similar information sought by prior Department of Justice subpoenas, including policy and procedure manuals and information concerning Medicare and Medicaid billing, patient statistics and sales and marketing practices, together with information concerning record-keeping and retention practices, and medical records concerning 117 patients.  In September 2010, VITAS received a third CID from the Texas Attorney General seeking additional documents concerning business plans and results, revocation forms for certain patients, and electronic documents of 10 current and former employees.  In July 2012, VITAS received an investigative subpoena from the Florida Attorney General seeking documents previously produced in the course of prior government investigations as well as, for the period January 1, 2007 through the date of production, billing records and procedures; information concerning business results, plans, and strategies; documents concerning patient eligibility for hospice care; and certain information concerning employees and their compensation.

The costs incurred related to U.S. v. Vitas and related regulatory matters were $1.4 million and $410,000 for the quarters ended June 30, 2015 and 2014, respectively. For the six months ended June 30, 2015 and 2014, the net costs were $2.7 million and $1.2 million respectively.

In November 2013, two shareholder derivative lawsuits were filed against the Company’s current and former directors, as well as certain of its officers, both of which are covered by the Company’s commercial insurance.  On November 6, 2013, KBC Asset Management NV filed suit in the United States District Court for the District of Delaware, KBC Asset Management NV, derivatively on behalf of Chemed Corp. v. McNamara, et al., No. 13 Civ. 1854 (LPS) (D. Del.).  It sued Kevin McNamara, Joel Gemunder, Patrick Grace, Thomas Hutton, Walter Krebs, Andrea Lindell, Thomas Rice, Donald Saunders, Arthur Tucker, Jr., George Walsh III, Frank Wood, Timothy O’Toole, David Williams and Ernest Mrozek, together with the Company as nominal defendant.  Plaintiff alleges that since at least 2004, Chemed, through VITAS, has submitted or caused the submission of false claims to Medicare.  The suit alleges a claim for breach of fiduciary duty against the individual defendants, and 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.
 
 
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On November 14, 2013, Mildred A. North filed suit in the United States District Court for the Southern District of Ohio, North, derivatively on behalf of Chemed Corp. v. Kevin McNamara, el al., No. 13 Civ. 833 (MDB) (S.D. Ohio).  She sued Kevin McNamara, David Williams, Timothy O’Toole, Joel Gemunder, Patrick Grace, Walter Krebs, Andrea Lindell, Thomas Rice, Donald Saunders, George Walsh III, Frank Wood and Thomas Hutton, together with the Company as nominal defendant.  Plaintiff alleges that, between February 2010 and the present, the individual defendants breached their fiduciary duties as officers and directors of Chemed by, among other things, (a) allegedly causing VITAS to submit improper and ineligible claims to Medicare and Medicaid; and (b) allegedly misrepresenting the state of Chemed’s internal controls.  The suit alleges claims for breach of fiduciary duty, abuse of control and gross mismanagement against the individual defendants.  The complaint also alleges unjust enrichment and insider trading against Messrs. McNamara, Williams and O’Toole.  Plaintiff 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 January 29, 2014 defendants in North filed a motion to transfer that case to Delaware under 28 U.S.C § 1404(a). On February 12, 2014, defendants in KBC filed a motion to dismiss that case pursuant to Federal Rules of Civil Procedure 23.1 and 12(b)(6).  On September 19, 2014, the Ohio court granted defendants’ motion to transfer North to Delaware.  Following that decision and in light of that transfer, on September 29, 2014, the Delaware court denied without prejudice defendants’ motion to dismiss KBC, and referred both cases to Magistrate Judge Burke.

On October 15, 2014, Plaintiff KBC filed a motion to consolidate KBC with North.  On February 2, 2015 the court granted the motion for consolidation in full, appointing Plaintiff KBC the sole lead plaintiff and its counsel, the sole lead and liaison counsel.  The court ordered that both cases will proceed under the caption In re Chemed Corp. Shareholder and Derivative Litigation, No. 13 Civ. 1854 (LPS) (CJB) (D. Del.).  Plaintiff KBC has designated its pending complaint as the operative complaint in the consolidated proceedings.  Defendants have renewed their motion to dismiss the claims and allegations.

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, responding to the subpoenas and 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

VITAS has pharmacy services agreements ("Agreements") with Omnicare, Inc. and its subsidiaries (“OCR”) whereby OCR provides specified pharmacy services for VITAS and its hospice patients in geographical areas served by both VITAS and OCR.  The Agreements renew automatically for three-year terms.  Either party may cancel the Agreements at the end of any term by giving 30 days prior written notice.  VITAS made purchases from OCR of $9.5 million and $8.8 million for the three months ended June 30, 2015 and 2014, respectively.  VITAS made purchases from OCR of $18.7 million and $17.7 million for the six months ended June 30, 2015 and 2014, respectively. For the three and six month periods ending June 30, 2015 and 2014, respectively, purchases from this vendor exceed 90% of all pharmacy services used by VITAS.

12.   Cash Overdrafts and Cash Equivalents

Included in accounts payable at June 30, 2015 is cash overdrafts payable of $3.7 million (December 31, 2014 - $10.5 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.  We had $66,000 in cash equivalents as of June 30, 2015.  There was $80,000 in cash equivalents as of December 31, 2014.  The weighted average rate of return for our cash equivalents was 0.08% at June 30, 2015 and 0.06% at December 31, 2014.
 
 
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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 June 30, 2015 (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
  $ 51,940     $ 51,940     $ -     $ -
Long-term debt
    160,000       -       160,000       -

For the mutual fund investments carrying value is fair value.  All outstanding long-term debt is at a floating interest rate tied to LIBOR. Therefore, the carrying amount is a reasonable estimation of fair value.

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of  December 31, 2014 (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
  $ 49,147     $ 49,147     $ -     $ -
Long-term debt
    147,500       -       147,500       -

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.

14.   Capital Stock Repurchase Plan Transactions

We repurchased the following capital stock for the three and six months ended June 30, 2015 and 2014:
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
                       
Shares repurchased
    250,000       300,000       250,000       682,934
Weighted average price per share
  $ 119.05     $ 85.04     $ 119.05     $ 85.65

In March 2015, the Board of Directors authorized an additional $100 million for stock repurchase under Chemed’s existing share repurchase program. We currently have $82.0 million of authorization remaining under this share repurchase plan.
 
 
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15.   Recent Accounting Statements
 
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “ASU No. 2014-09 – Revenue from Contracts with Customers” which provides additional guidance to clarify the principles for recognizing revenue.  The standard will also be used to develop a common revenue standard for removing inconsistencies and weaknesses, improve comparability, provide more useful information to users through improved disclosure requirements, and simplify the preparation of financial statements.  The guidance is effective for fiscal years beginning after December 15, 2017.  We are currently evaluating the impact of this ASU on our existing revenue recognition policies and disclosures.
 
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “ASU No. 2014-15 - Presentation of Financial Statements-Going Concern”.   ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for us for the annual period ending December 31, 2016 and interim periods thereafter. We do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations or cash flows.
 
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, “ASU No. 2015-03 – Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”.  ASU 2015-03 is intended to simplify the presentation of debt issuance costs.  Under the new guidance, debt issuance costs will be presented as a direct deduction from the carrying value of the associated debt, consistent with the existing presentation of a debt discount.  This guidance is effective for us for the annual period beginning after December 15, 2015.  We do not expect the adoption of this standard to have a material impact on our consolidated financial position, results of operations or cash flows.
 

16.   Business Combinations
 
In the first six months of 2015, we completed two business combinations within our Roto-Rooter segment for $6.6 million in cash to increase our market penetration in Omaha, Nebraska and Scranton, Pennsylvania.  A substantial portion of this aggregate purchase price was allocated to goodwill.  The operating results of these business combinations have been included in our results of operations since the acquisition date and are not material for the three and six-month periods ended June 30, 2015 nor for the comparable prior year periods.
 
 
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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 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 June 30,
   
Six months ended June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Service revenues and sales
  $ 381,921     $ 360,182     $ 758,573     $ 718,482  
Net income
  $ 26,975     $ 24,363     $ 51,512     $ 44,937  
Diluted EPS
  $ 1.55     $ 1.36     $ 2.96     $ 2.48  
Adjusted net income
  $ 29,716     $ 26,580     $ 56,547     $ 50,293  
Adjusted diluted EPS
  $ 1.71     $ 1.50     $ 3.25     $ 2.81  
Adjusted EBITDA
  $ 57,689     $ 52,213     $ 110,538     $ 99,885  
Adjusted EBITDA as a % of revenue
    15.1 %     14.5 %     14.6 %     13.9 %
 
Adjusted net income, adjusted diluted EPS, earnings before interest, taxes and depreciation and amortization (“EBITDA”) and Adjusted EBITDA are not measures derived in accordance with GAAP.  We provide non-GAAP measures to help readers evaluate our operating results, compare our operating performance with that of similar companies that have different capital structures and help evaluate our ability to meet future debt service, capital expenditure and working capital requirements.  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 are presented on pages 28-30.
 
For the three months ended June 30, 2015, the increase in consolidated service revenues and sales was driven by a 9.7% increase at Roto-Rooter and a 4.7% increase at VITAS.  The increase in service revenues at Roto-Rooter was driven primarily by an increase in the water restoration business line as well as an increase in plumbing revenue. Water restoration is the remediation or removal of water and humidity after a flood.  The increase in service revenues at VITAS was a result of Medicare reimbursement rates increasing 1.4%, a 5.1% increase in days of care, offset by geographical and level of care mix shift.  Consolidated net income increased 10.7% due to higher revenues at both VITAS and Roto-Rooter combined with leveraging our current infrastructure resulting in operating costs growing at a slower rate than revenue.   Diluted EPS increased 14.0% as a result of the increase in net income as well as a lower number of shares outstanding.  Adjusted EBITDA as a percent of revenue increased 0.6%.   See page 31 for additional VITAS operating metrics.
 
For the six months ended June 30, 2015, the increase in consolidated service revenues and sales was driven by a 9.5% increase at Roto-Rooter and a 4.1% increase at VITAS.  The increase in service revenues at Roto-Rooter was driven primarily by an increase in the water restoration business line as well as an increase in plumbing revenue.  The increase in service revenues at VITAS was a result of Medicare reimbursement rates increasing 1.4%, a 4.3% increase in days of care offset by level of care and geographical mix shift.  Consolidated net income increased 14.6% due to higher revenues at both VITAS and Roto-Rooter combined with leveraging our current infrastructure resulting in operating costs growing at a slower rate than revenue.   Diluted EPS increased 19.4% as a result of the increase in net income as well as a lower number of shares outstanding.  Adjusted EBITDA as a percent of revenue increased 0.7%.   See page 31 for additional VITAS operating metrics.
 
VITAS expects its full-year 2015 revenue growth, prior to Medicare cap, to be in the range of 4.0% to 5.0%.  Admissions in 2015 are estimated to increase 4.0% to 5.0%.  Adjusted EBITDA margin, prior to Medicare cap, is estimated to be 14.0% to 15.0%.  Medicare cap billing limitations are estimated to be $2.8 million in 2015. Roto-Rooter expects full-year 2015 revenue growth of 5.0% to 6.0%.  The revenue estimate is a result of continued expansion in water restoration services and increased job pricing of approximately 1.0%. Adjusted EBITDA margin for 2015 is estimated in the range of 19.5% to 20.0%.  We anticipate that our operating income and cash flows will be sufficient to operate our businesses and meet any commitments for the foreseeable future.
 
 
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Financial Condition
Liquidity and Capital Resources
Material changes in the balance sheet accounts from December 31, 2014 to June 30, 2015 include the following:

•  
An $18.6 million increase in cash due to cash generated by operations and an increase in borrowings on our revolving line of credit partially offset by treasury stock purchases, capital expenditures and cash dividends.
•  
A $5.5 million decrease in accounts in accounts receivable.  See additional discussion below.
•  
A $5.8 million increase in goodwill due to two acquisitions at Roto-Rooter.
•  
A $7.5 million decrease in accounts payable due to timing of payments.
•  
A $5.8 million decrease in income taxes due to timing of payments.

Net cash provided by operating activities increased $24.5 million primarily as a result of higher net income, payment of litigation settlements in 2014 that did not recur in 2015 and the timing of other disbursements.  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.
 
We have issued $36.6 million in standby letters of credit as of June 30, 2015, for insurance purposes.  Issued letters of credit reduce our available credit under the revolving credit agreement.  As of June 30, 2015, we have approximately $248.4 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.
 
Significant changes in our accounts receivable balances are driven mainly by the timing of payments received from the Federal government at our VITAS subsidiary.  We typically receive a payment in excess of $35.0 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.

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 June 30, 2015 and anticipate remaining in compliance throughout 2015.
 
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 estimable.
 
In June 2011, the U.S. Attorney provided the Company with a partially unsealed qui tam complaint filed under seal in the U.S. District Court for the Western District of Texas,  United States, et al. ex rel. Urick v. VITAS HME Solutions, Inc. et al., 5:08-cv-0663 (“Urick”).  The U.S. Attorney filed a notice in May 2012 stating that it had decided not to intervene in the case at that time but indicating that it continues to investigate the allegations.  In June 2012, the complaint was unsealed.  The complaint asserts violations of the federal False Claims Act and the Texas Medicaid Fraud Prevention Act based on allegations of a conspiracy to submit to Medicare and Medicaid false claims involving hospice services for ineligible patients, unnecessary medical supplies, failing to satisfy certain prerequisites for payment, and altering patient records, including backdating patient revocations.  The suit was brought by Barbara Urick, a then registered nurse in VITAS’s San Antonio program, against VITAS, certain of its affiliates, and several former VITAS employees, including physicians Justo Cisneros and Antonio Cavasos and nurses Sally Schwenk, Diane Anest, and Edith Reed.  In September 2012 and July 2013, the plaintiff dismissed all claims against the individual defendants.  The complaint was served on the VITAS entities on April 12, 2013.
 
Also in June 2011, the U.S. Attorney provided the Company with a partially unsealed qui tam complaint filed under seal in the U.S. District Court for the Northern District of Illinois, United States, et al. ex rel. Spottiswood v. Chemed Corp., 1:07-cv-4566 (“Spottiswood”).  In April 2012, the complaint was unsealed.  The U.S. Attorney and Attorney General for the State of Illinois filed notices in April and May 2012, respectively, stating that they had decided not to intervene in the case at that time but indicating that they continue to investigate the allegations.  Plaintiff filed an amended complaint in November 2012.  The complaint asserts violations of the federal False Claims Act and the Illinois Whistleblower Reward and Protection Act based on allegations that VITAS fraudulently billed Medicare and Medicaid for providing unwarranted continuous care services.  The suit was brought by Laura Spottiswood, a former part-time pool registered nurse at VITAS, against Chemed, VITAS, and a VITAS affiliate.  The complaint was served on the defendants on April 12, 2013.  On May 29 and June 4, 2013, respectively, the Court granted the government’s motion to partially intervene in Spottiswood and in Urick on the allegations that VITAS submitted or caused to be submitted false or fraudulent claims for continuous care and routine home care on behalf of certain ineligible Medicare beneficiaries.  The Court also transferred them to the U.S. District Court for the Western District of Missouri under docket Nos. 4:13-cv-505 and 4:13-cv-563, respectively.
 
 
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On May 2, 2013, the government filed a False Claims Act complaint against the Company and certain of its hospice-related subsidiaries in the U.S. District Court for the Western District of Missouri, United States v. VITAS Hospice Services, LLC, et al., No. 4:13-cv-00449-BCW (the “2013 Action”).  Prior to that date, the Company received various subpoenas from the U.S. Department of Justice and OIG that have been previously disclosed.  The 2013 Action alleges that, since at least 2002, VITAS, and since 2004, the Company, submitted or caused the submission of false claims to the Medicare program by (a) billing Medicare for continuous home care services when the patients were not eligible, the services were not provided, or the medical care was inappropriate, and (b) billing Medicare for patients who were not eligible for the Medicare hospice benefit because they did not have a life expectancy of six months or less if their illnesses ran their normal course.  This complaint seeks treble damages, statutory penalties, and the costs of the action, plus interest.  On August 1, 2013, the government filed its First Amended Complaint in the 2013 Action.  The First Amended Complaint changed and supplemented some of the allegations, but did not otherwise expand the causes of action or the nature of the relief sought against VITAS.  The defendants filed a motion to dismiss on September 24, 2013.  The Court denied the motion, except to the extent that claims were filed before July 24, 2002, on September 30, 2014. 

On May 6, 2013, the U.S. District Court for the Western District of Missouri, at the request of the government, unsealed a qui tam complaint against VITAS and VITAS Healthcare Corporation of California, United States ex rel. Charles Gonzales v. VITAS Healthcare Corporation, et al., CV 12-0761-R (“Gonzales”).  The case was transferred from the Central District of California to the Western District of Missouri under docket No. 4:13-cv-344.  The government partially intervened in Gonzales.  The Gonzales complaint alleges that VITAS’ Los Angeles program falsely certified and recertified patients as eligible for the Medicare Hospice Benefit.  It alleges violations of the False Claims Act and seeks treble damages, civil penalties, recovery of costs, attorneys’ fees and expenses, and pre- and post-judgment interest.  

On September 25, 2013, the Court granted a joint motion by the government, the relators, and VITAS to consolidate the Spottiswood,  Urick, and  Gonzales complaints with the 2013 Action.  As a result, the First Amended Complaint will govern the consolidated federal claims brought by the United States and the relators for all purposes.  The relators and VITAS have stipulated that certain non-intervened claims will not be pursued by the relators.  The Spottiswood relator filed an action under the Illinois False Claims Act, The State of Illinois ex rel. Laura Spottiswood v. Chemed Corporation, et al., No. 14 L 2786 in the Circuit Court of Cook County, Illinois on March 6, 2014.  The Court granted the parties’ joint motion to place this case on its stay calendar, pending resolution of the 2013 Action.

VITAS has also received document subpoenas in related state matters.  In February 2010, VITAS received a civil investigative demand (“CID”) from the Texas Attorney General seeking documents from January 1, 2002 through the date of the CID, and interrogatory responses in connection with an investigation of possible fraudulent submission of Medicaid claims for non-qualifying patients and fraudulent shifting of costs from VITAS to the State of Texas and the United States.  The CID requested similar information sought by prior Department of Justice subpoenas, including policy and procedure manuals and information concerning Medicare and Medicaid billing, patient statistics and sales and marketing practices, together with information concerning record-keeping and retention practices, and medical records concerning 117 patients.  In September 2010, VITAS received a third CID from the Texas Attorney General seeking additional documents concerning business plans and results, revocation forms for certain patients, and electronic documents of 10 current and former employees.  In July 2012, VITAS received an investigative subpoena from the Florida Attorney General seeking documents previously produced in the course of prior government investigations as well as, for the period January 1, 2007 through the date of production, billing records and procedures; information concerning business results, plans, and strategies; documents concerning patient eligibility for hospice care; and certain information concerning employees and their compensation.

The costs incurred related to U.S. v. Vitas and related regulatory matters were $1.4 million and $410,000 for the quarters ended June 30, 2015 and 2014, respectively. For the six months ended June 30, 2015 and 2014, the net costs were $2.7 million and $1.2 million, respectively.

In November 2013, two shareholder derivative lawsuits were filed against the Company’s current and former directors, as well as certain of its officers, both of which are covered by the Company’s commercial insurance.  On November 6, 2013, KBC Asset Management NV filed suit in the United States District Court for the District of Delaware, KBC Asset Management NV, derivatively on behalf of Chemed Corp. v. McNamara, et al., No. 13 Civ. 1854 (LPS) (D. Del.).  It sued Kevin McNamara, Joel Gemunder, Patrick Grace, Thomas Hutton, Walter Krebs, Andrea Lindell, Thomas Rice, Donald Saunders, Arthur Tucker, Jr., George Walsh III, Frank Wood, Timothy O’Toole, David Williams and Ernest Mrozek, together with the Company as nominal defendant.  Plaintiff alleges that since at least 2004, Chemed, through VITAS, has submitted or caused the submission of false claims to Medicare.  The suit alleges a claim for breach of fiduciary duty against the individual defendants, and 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.
 
 
-17-

 
 
On November 14, 2013, Mildred A. North filed suit in the United States District Court for the Southern District of Ohio, North, derivatively on behalf of Chemed Corp. v. Kevin McNamara, el al., No. 13 Civ. 833 (MDB) (S.D. Ohio).  She sued Kevin McNamara, David Williams, Timothy O’Toole, Joel Gemunder, Patrick Grace, Walter Krebs, Andrea Lindell, Thomas Rice, Donald Saunders, George Walsh III, Frank Wood and Thomas Hutton, together with the Company as nominal defendant.  Plaintiff alleges that, between February 2010 and the present, the individual defendants breached their fiduciary duties as officers and directors of Chemed by, among other things, (a) allegedly causing VITAS to submit improper and ineligible claims to Medicare and Medicaid; and (b) allegedly misrepresenting the state of Chemed’s internal controls.  The suit alleges claims for breach of fiduciary duty, abuse of control and gross mismanagement against the individual defendants.  The complaint also alleges unjust enrichment and insider trading against Messrs. McNamara, Williams and O’Toole.  Plaintiff 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 January 29, 2014 defendants in North filed a motion to transfer that case to Delaware under 28 U.S.C § 1404(a). On February 12, 2014, defendants in KBC filed a motion to dismiss that case pursuant to Federal Rules of Civil Procedure 23.1 and 12(b)(6).  On September 19, 2014, the Ohio court granted defendants’ motion to transfer North to Delaware.  Following that decision and in light of that transfer, on September 29, 2014, the Delaware court denied without prejudice defendants’ motion to dismiss KBC, and referred both cases to Magistrate Judge Burke.

On October 15, 2014, Plaintiff KBC filed a motion to consolidate KBC with North.  On February 2, 2015 the court granted the motion for consolidation in full, appointing Plaintiff KBC the sole lead plaintiff and its counsel, the sole lead and liaison counsel.  The court ordered that both cases will proceed under the caption In re Chemed Corp. Shareholder and Derivative Litigation, No. 13 Civ. 1854 (LPS) (CJB) (D. Del.).  Plaintiff KBC has designated its pending complaint as the operative complaint in the consolidated proceedings.  Defendants have renewed their motion to dismiss the claims and allegations.

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, responding to the subpoenas and 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 June 30, 2015 versus 2014 - Consolidated Results
Our service revenues and sales for the second quarter of 2015 increased 6.0% versus services and sales revenues for the second quarter of 2014.  Of this increase, $12.4 million was attributable to VITAS and a $9.3 million increase was attributable to Roto-Rooter.  The following chart shows the components of those changes (in thousands):

   
Increase/(Decrease)
   
Amount
 
Percent
VITAS
         
Routine homecare
 
$
 12,956
 
 6.5
Continuous care
   
 (131)
 
 (0.3)
General inpatient
   
 (534)
 
 (2.1)
Medicare cap
   
 143
 
 100.0
Roto-Rooter
         
Plumbing
   
 3,531
 
 8.2
Drain cleaning
   
 (295)
 
 (0.8)
Water restoration
   
 5,756
 
 169.3
Contractor operations
   
 337
 
 3.7
Other
   
 (24)
 
 (0.5)
Total
 
$
 21,739
 
 6.0
 
 
-18-

 
 
The increase in VITAS’ revenues for the second quarter of 2015 versus the second quarter of 2014 was a combination of Medicare reimbursement rates increasing approximately 1.4% and a 5.1% increase in days of care offset by level of care and geographical mix shift.
 
Days of care during the quarter ended June 30 were as follows:


   
Days of Care
 
   
2015
   
2014
   
Percent
 
                   
Routine homecare
    1,300,479       1,231,741       5.6  
Continuous care
    51,250       51,647       (0.8 )
General inpatient
    39,006       39,430       (1.1 )
Total days of care
    1,390,735       1,322,818       5.1  
 
Over 90% of VITAS’ service revenues for the period were from Medicare and Medicaid.
 
The increase in plumbing revenues for the second quarter of 2015 versus 2014 is attributable to a 5.1% increase in job count and a 3.1% increase in a combination of price and service mix shift.  Drain cleaning revenues for the second quarter of 2015 versus 2014 reflect a 4.4% decrease in the number of jobs performed, offset by a 3.6% increase in a combination of price and service mix shift.  Water restoration increased 169.3% as a result of continued expansion into other Roto-Rooter locations.  Contractor operations increased 3.7% and Other Roto-Rooter revenue decreased 0.5%.
 
The consolidated gross margin was 29.1% in the second quarter of 2015 as compared with 28.6% in the second quarter of 2014.  On a segment basis, VITAS’ gross margin was 21.9% in the second quarter of 2015, essentially flat when compared to the second quarter of 2014.  The Roto-Rooter segment’s gross margin was 48.0% for the second quarter of 2015 as compared with 46.8% for the second quarter of 2014.  The gross margin increase was mainly the result of favorable health insurance experience during the second quarter of 2015.
 
Selling, general and administrative expenses (“SG&A”) comprise (in thousands):

   
Three months ended June 30,
 
   
2015
   
2014
 
SG&A expenses before the impact of market gains of deferred compensation plans,
           
long-term incentive compensation, and OIG investigation expenses
  $ 54,627     $ 51,976  
Long-term incentive compensation
    1,457       613  
Expenses related to OIG investigation
    1,412       410  
Market value gains related to assets held in deferred compensation trusts
    498       650  
Total SG&A expenses
  $ 57,994     $ 53,649  
 
SG&A expenses before long-term incentive compensation, expenses related to OIG investigation and the impact of market gains of deferred compensation plans for the second quarter of 2015 were up 5.1% when compared to the second quarter of 2014.  The increase was mainly a result of the increase in variable expenses caused by increased revenue as well as normal salary increases and higher bad debt expense in 2015.
 
 
-19-

 

 
Other income - net comprise (in thousands):

   
Three months ended June 30,
 
   
2015
   
2014
 
Market value gains on assets held in deferred
           
compensation trusts
  $ 498     $ 650  
Loss on disposal of property and equipment
    (63 )     (48 )
Interest income - net
    86       58  
Other
    15       96  
Total other income - net
  $ 536     $ 756  

Our effective income tax rate was 38.9% in the second quarter of 2015 essentially equal to the second quarter of 2014.
 
Net income for both periods included the following after-tax items/adjustments that reduced or increased after-tax earnings (in thousands):
   
Three months ended June 30,
 
   
2015
   
2014
 
VITAS
           
Expenses related to OIG investigation
  $ (868 )   $ (254 )
Roto-Rooter
               
Acquisition expenses
    (80 )     -  
Expenses related to litigation settlements
    -       (20 )
Corporate
               
Stock option expense
    (849 )     (722 )
Noncash impact of change in accounting for convertible debt
    -       (714 )
Long-term incentive compensation
    (921 )     (388 )
Expenses related to securities litigation
    (23 )     (119 )
Total
  $ (2,741 )   $ (2,217 )

Three months ended June 30, 2015 versus 2014 - Segment Results
 
The change in after-tax earnings for the second quarter of 2015 versus the second quarter of 2014 is due to (in thousands):

   
Increase/(Decrease)
   
Amount
   
Percent
VITAS
  $ 908       4.3
Roto-Rooter
    1,434       13.4
Corporate
    270       3.7
    $ 2,612       10.7
 
VITAS’ after-tax earnings were positively impacted in 2015 compared to 2014 by a $12.4 million increase in revenue.   After-tax earnings as a percent of revenue in 2015 were 7.9%, essentially equal to the second quarter of 2014.
 
Roto-Rooter’s after-tax earnings were positively impacted in 2015 compared to 2014 primarily by a $5.8 million revenue increase in Roto-Rooter’s water restoration line of business and a $3.5 million increase in plumbing revenue.  After-tax earnings as a percent of revenue at Roto-Rooter in 2015 were 11.5% as compared to 11.1% in 2014.  This increase is largely the result of higher sales and gross profit in 2015, partially offset by higher SG&A expenses.  Favorable health insurance experience during the second quarter of 2015 contributed to the higher gross profit.
 
 
-20-

 
 
Results of Operations
Six months ended June 30, 2015 versus 2014 - Consolidated Results
Our service revenues and sales for the first six months of 2015 increased 5.6% versus services and sales revenues for the first six months of 2014.  Of this increase, $21.6 million was attributable to VITAS and an $18.5 million increase was attributable to Roto-Rooter.  The following chart shows the components of those changes (in thousands):


   
Increase/(Decrease)
   
Amount
 
Percent
VITAS
         
Routine homecare
 
$
 22,100
 
 5.6
Continuous care
   
 (115)
 
 (0.2)
General inpatient
   
 189
 
 0.4
Medicare cap
   
 (539)
 
 (76.6)
Roto-Rooter
         
Plumbing
   
 4,525
 
 5.1
Drain cleaning
   
 (1,304)
 
 (1.8)
Water restoration
   
 14,695
 
 298.6
Contractor operations
   
 778
 
 4.3
Other
   
 (238)
 
 (2.3)
Total
 
$
 40,091
 
 5.6
 
The increase in VITAS’ revenues for the first six months of 2015 versus the first six months of 2014 was a combination of Medicare reimbursement rates increasing approximately 1.4% and a 4.3% increase in days of care offset by level of care and geographical mix shift.  In the first six months of 2015, VITAS recorded a positive revenue adjustment of $165,000 related to one program’s Medicare cap liability recorded in the fourth quarter of 2014. This compares to a positive revenue adjustment of $704,000 recorded in the first six months of 2014.
 
Days of care for the six months ended June 30 were as follows:

   
Days of Care
 
   
2015
   
2014
   
Percent
 
                   
Routine homecare
    2,542,212       2,429,079       4.7  
Continuous care
    104,090       103,477       0.6  
General inpatient
    78,579       78,758       (0.2 )
Total days of care
    2,724,881       2,611,314       4.3  

Over 90% of VITAS’ service revenues for the period were from Medicare and Medicaid.
 
The increase in plumbing revenues for the first six months of 2015 versus 2014 is attributable to a 1.5% decrease in job count, offset by a 6.6% increase in a combination of price and service mix shift.  Drain cleaning revenues for the first six months of 2015 versus 2014 reflect a 5.3% decrease in the number of jobs performed, offset by a 3.5% increase in a combination of price and service mix shift.  Water restoration increased 298.6% as a result of continued expansion into other Roto-Rooter locations.  Water restoration is the remediation or removal of water and humidity after a flood. Contractor operations increased 4.3% and Other Roto-Rooter revenue decreased 2.3%.
 
The consolidated gross margin was 28.9% in the first six months of 2015 as compared with 28.3% in the first six months of 2014.  On a segment basis, VITAS’ gross margin was 21.6% in the first six months of 2015 essentially equal to the first six months of 2014.  The Roto-Rooter segment’s gross margin was 47.6% for the first six months of 2015 as compared with 46.6% for the first six months of 2014.  The gross margin increase was mainly the result of favorable health and casualty insurance experience during the first six months of 2015.
 
 
-21-

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

   
Six months ended June 30,
 
   
2015
   
2014
 
SG&A expenses before the impact of market gains of deferred compensation
           
plans, long-term incentive compensation, and OIG investigation expenses
  $ 110,057     $ 105,364  
Long-term incentive compensation
    2,391       986  
Expenses related to OIG investigation
    2,686       1,158  
Market value gains related to assets held in
               
deferred compensation trusts
    1,448       1,812  
Total SG&A expenses
  $ 116,582     $ 109,320  
 
SG&A expenses before long-term incentive compensation, expenses related to OIG investigation and the impact of market gains of deferred compensation plans for the first six months of 2015 were up 4.5% when compared to the first six months of 2014.  The increase was mainly a result of the increase in variable expenses caused by increased revenue as well as normal salary increases and higher bad debt expenses in 2015.
 
Other income - net comprise (in thousands)
 
   
Six months ended June 30,
 
   
2015
   
2014
 
Market value gains on assets held in deferred
           
compensation trusts
  $ 1,448     $ 1,812  
Loss on disposal of property and equipment
    (15 )     (326 )
Interest income - net
    130       8  
Other
    (464 )     78  
Total other income - net
  $ 1,099     $ 1,572  

Our effective income tax rate was 38.9% in the first six months of 2015, essentially equal to the first six months of 2014.
 
Net income for both periods included the following after-tax items/adjustments to after-tax earnings (in thousands):
   
Six Months Ended June 30,
 
   
2015
   
2014
 
VITAS
           
Legal expenses of OIG investigation
  $ (1,658 )   $ (718 )
Expenses related to litigation settlements
    -       (70 )
Acquisition expenses
    -       (1 )
Roto-Rooter
               
Expenses related to litigation settlements
    (3 )     (137 )
Acquisition expenses
    (80 )     -  
Corporate
               
Stock option expense
    (1,759 )     (1,544 )
Noncash impact of change in accounting for convertible debt
    -       (2,143 )
Long-term incentive compensation
    (1,512 )     (624 )
Expenses of securities litigation
    (23 )     (119 )
Total
  $ (5,035 )   $ (5,356 )
 
 
-22-

 

Six months ended June 30, 2015 versus 2014 - Segment Results
 
The change in after-tax earnings for the first six months of 2015 versus the first six months of 2014 is due to (in thousands):


   
Increase/(Decrease)
 
   
Amount
   
Percent
 
VITAS
  $ 2,065       5.3  
Roto-Rooter
    3,410       16.4  
Corporate
    1,100       7.4  
    $ 6,575       14.6  
 
VITAS’ after-tax earnings were positively impacted in 2015 compared to 2014 by a $21.6 million increase in revenue.   After-tax earnings as a percent of revenue in 2015 were 7.5% as compared to 7.4% in 2014.
 
Roto-Rooter’s after-tax earnings were positively impacted in 2015 compared to 2014 primarily by a $14.7 million revenue increase in Roto-Rooter’s water restoration line of business and a $4.5 million increase in plumbing revenue.  After-tax earnings as a percent of revenue at Roto-Rooter in 2015 were 11.4% as compared to 10.7% in 2014.  This increase is largely the result of higher sales and gross profit in 2015, partially offset by higher SG&A expenses.  Favorable casualty and health insurance experience during 2015 contributed to the higher gross profit.
 
-23-

 
 
 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
CONSOLIDATING STATEMENT OF INCOME
 
FOR THE THREE MONTHS ENDED JUNE 30, 2015
 
(in thousands)(unaudited)
 
                   
             
 
 
                             
Chemed
 
     
VITAS
     
Roto-Rooter
     
Corporate
     
Consolidated
 
2015 (a)
                               
Service revenues and sales
  $ 276,460     $ 105,461     $ -     $ 381,921  
Cost of services provided and goods sold
    215,778       54,885       -       270,663  
Selling, general and administrative expenses
    22,237       28,241       7,516       57,994  
Depreciation
    4,724       3,205       153       8,082  
Amortization
    171       128       283       582  
Total costs and expenses
    242,910       86,459       7,952       337,321  
Income/(loss) from operations
    33,550       19,002       (7,952 )     44,600  
Interest expense
    (53 )     (98 )     (818 )     (969 )
Intercompany interest income/(expense)
    1,755       805       (2,560 )     -  
Other income/(expense)—net
    49       (12 )     499       536  
Income/(expense) before income taxes
    35,301       19,697       (10,831 )     44,167  
Income taxes
    (13,501 )     (7,544 )     3,853       (17,192 )
Net income/(loss)
  $ 21,800     $ 12,153     $ (6,978 )   $ 26,975  
                                 
(a) The following amounts are included in net income (in thousands):
 
                         
 
 
                             
Chemed
 
 
   
VITAS
     
Roto-Rooter
     
Corporate
     
Consolidated
 
Pretax benefit/(cost):
                               
Stock option expense
  $ -     $ -     $ (1,343 )   $ (1,343 )
Long-term incentive compensation
    -       -       (1,457 )     (1,457 )
Expenses related to securities litigation
    -       -       (37 )     (37 )
Acquisition expenses
    -       (131 )     -       (131 )
Expenses related to OIG investigation
    (1,412 )     -       -       (1,412 )
Total
  $ (1,412 )   $ (131 )   $ (2,837 )   $ (4,380 )
                                 
                         
 
 
   
 
 
 
 
 
 
 
 
                                 
                             
Chemed
 
     
VITAS
     
Roto-Rooter
     
Corporate
     
Consolidated
 
After-tax benefit/(cost):
                               
Stock option expense
  $ -     $ -     $ (849 )   $ (849 )
Long-term incentive compensation
    -       -       (921 )     (921 )
Expenses related to securities litigation
    -       -       (23 )     (23 )
Acquisition expenses
    -       (80 )     -       (80 )
Expenses related to OIG investigation
    (868 )     -       -       (868 )
Total
  $ (868 )   $ (80 )   $ (1,793 )   $ (2,741 )

 
-24-

 
                         
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
CONSOLIDATING STATEMENT OF INCOME
 
FOR THE THREE MONTHS ENDED JUNE 30, 2014
 
(in thousands)(unaudited)
 
   
VITAS
   
Roto-Rooter
     Corporate      Chemed
Consolidated
 
                         
2014 (a)
                       
Service revenues and sales
  $ 264,026     $ 96,156     $ -     $ 360,182  
Cost of services provided and goods sold
    205,818       51,189       -       257,007  
Selling, general and administrative expenses
    21,002       25,705       6,942       53,649  
Depreciation
    4,564       2,561       147       7,272  
Amortization
    205       137       393       735  
Total costs and expenses
    231,589       79,592       7,482       318,663  
Income/(loss) from operations
    32,437       16,564       (7,482 )     41,519  
Interest expense
    (57 )     (111 )     (2,261 )     (2,429 )
Intercompany interest income/(expense)
    1,517       680       (2,197 )     -  
Other income/(expense)—net
    (95 )     198       653       756  
Income/(expense) before income taxes
    33,802       17,331       (11,287 )     39,846  
Income taxes
    (12,910 )     (6,612 )     4,039       (15,483 )
Net income/(loss)
  $ 20,892     $ 10,719     $ (7,248 )   $ 24,363  
                                 
(a) The following amounts are included in net income (in thousands):
 
 
                               
                             
Chemed
 
     
VITAS
     
Roto-Rooter
     
Corporate
     
Consolidated
 
Pretax benefit/(cost):
                               
Stock option expense
  $ -     $ -     $ (1,144 )   $ (1,144 )
Noncash impact of accounting for convertible debt
    -       -       (1,130 )     (1,130 )
Long-term incentive compensation
    -       -       (613 )     (613 )
Expenses related to litigation settlements
    -       (32 )     -       (32 )
Expenses related to securities litigation
    -       -       (189 )     (189 )
Expenses related to OIG investigation
    (410 )     -       -       (410 )
Total
  $ (410 )   $ (32 )   $ (3,076 )   $ (3,518 )
                                 
                                 
                                 
     
VITAS
     
Roto-Rooter
     
Corporate
     
Consolidated
 
After-tax benefit/(cost):
                               
Stock option expense
  $ -     $ -     $ (722 )   $ (722 )
Noncash impact of accounting for convertible debt
    -       -       (714 )     (714 )
Long-term incentive compensation
    -       -       (388 )     (388 )
Expenses related to litigation settlements
    -       (20 )     -       (20 )
Expenses related to securities litigation
    -       -       (119 )     (119 )
Expenses related to OIG investigation
    (254 )     -       -       (254 )
Total
  $ (254 )   $ (20 )   $ (1,943 )   $ (2,217 )
 
 
-25-

 
 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
CONSOLIDATING STATEMENT OF INCOME
 
FOR THE SIX MONTHS ENDED JUNE 30, 2015
 
(in thousands)(unaudited)
 
                   
             
 
 
 
                     Chemed  
   
VITAS
     Roto-Rooter      Corporate    
Consolidated
 
2015 (a)
                       
Service revenues and sales
  $ 546,073     $ 212,500     $ -     $ 758,573  
Cost of services provided and goods sold
    428,274       111,274       -       539,548  
Selling, general and administrative expenses
    44,207       57,002       15,373       116,582  
Depreciation
    9,509       6,299       306