a51207804.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 September 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   Accelerated   Non-accelerated   Smaller reporting  
 
filer
x
filer
o
filer
o
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
16,879,147 Shares
September 30, 2015
 
 
-1-

 
 
CHEMED CORPORATION AND
SUBSIDIARY COMPANIES



Index

 
Page No.
 
 
 
3
   
 
4
   
 
5
   
6
   
14
   
30
   
30
 
 
30
   
30
   
31
   
31
   
31
   
31
 
32
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)
 
   
September 30, 2015
   
December 31, 2014
 
ASSETS
           
Current assets
           
Cash and cash equivalents
  $ 38,450     $ 14,132  
Accounts receivable less allowances of $16,548 (2014 - $14,728)
    123,665       124,607  
Inventories
    6,545       6,168  
Current deferred income taxes
    17,323       15,414  
Prepaid income taxes
    3,299       2,787  
Prepaid expenses
    11,493       11,456  
Total current assets
    200,775       174,564  
Investments of deferred compensation plans
    49,951       49,147  
Properties and equipment, at cost, less accumulated depreciation of $195,446 (2014 - $185,735)
    111,221       105,336  
Identifiable intangible assets less accumulated amortization of $33,174 (2014 - $32,772)
    55,834       56,027  
Goodwill
    472,407       466,722  
Other assets
    7,450       8,136  
Total Assets
  $ 897,638     $ 859,932  
                 
LIABILITIES
               
Current liabilities
               
Accounts payable
  $ 52,468     $ 46,849  
Current portion of long-term debt
    7,500       6,250  
Income taxes
    736       5,818  
Accrued insurance
    42,356       40,814  
Accrued compensation
    59,533       50,718  
Accrued legal
    1,698       753  
Other current liabilities
    22,472       24,352  
Total current liabilities
    186,763       175,554  
Deferred income taxes
    29,370       29,945  
Long-term debt
    130,625       141,250  
Deferred compensation liabilities
    49,282       48,684  
Other liabilities
    13,022       13,143  
Total Liabilities
    409,062       408,576  
Commitments and contingencies
               
STOCKHOLDERS' EQUITY
               
Capital stock - authorized 80,000,000 shares $1 par; issued 33,816,088 shares (2014 - 33,337,297 shares)
    33,816       33,337  
Paid-in capital
    581,342       538,845  
Retained earnings
    839,979       771,176  
Treasury stock - 17,037,021 shares (2014 - 16,446,572)
    (968,946 )     (894,285 )
Deferred compensation payable in Company stock
    2,385       2,283  
Total Stockholders' Equity
    488,576       451,356  
Total Liabilities and Stockholders' Equity
  $ 897,638     $ 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
September 30,
   
Nine Months Ended
September 30,
 
   
2015
   
2014
   
2015
   
2014
 
Service revenues and sales
  $ 386,226     $ 358,389     $ 1,144,799     $ 1,076,871  
Cost of services provided and goods sold (excluding depreciation)
    272,089       256,445       811,637       771,271  
Selling, general and administrative expenses
    55,197       53,566       171,779       162,886  
Depreciation
    8,075       7,450       24,189       21,871  
Amortization
    737       717       1,895       2,461  
Total costs and expenses
    336,098       318,178       1,009,500       958,489  
Income from operations
    50,128       40,211       135,299       118,382  
Interest expense
    (908 )     (980 )     (2,846 )     (7,224 )
Other income/(expense) - net
    (2,355 )     705       (1,256 )     2,277  
Income before income taxes
    46,865       39,936       131,197       113,435  
Income taxes
    (18,032 )     (15,351 )     (50,852 )     (43,913 )
Net income
  $ 28,833     $ 24,585     $ 80,345     $ 69,522  
                                 
Earnings Per Share
                               
Net income
  $ 1.71     $ 1.44     $ 4.76     $ 4.03  
Average number of shares outstanding
    16,865       17,039       16,887       17,263  
                                 
Diluted Earnings Per Share
                               
Net income
  $ 1.65     $ 1.39     $ 4.61     $ 3.87  
Average number of shares outstanding
    17,422       17,627       17,430       17,968  
                                 
Cash Dividends Per Share
  $ 0.24     $ 0.22     $ 0.68     $ 0.62  
                                 
See accompanying notes to unaudited consolidated financial statements.
 
 
 
-4-

 

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
 
   
Nine Months Ended September 30,
 
   
2015
   
2014
 
Cash Flows from Operating Activities
           
Net income
  $ 80,345     $ 69,522  
Adjustments to reconcile net income to net cash provided
               
by operating activities:
               
Depreciation and amortization
    26,084       24,332  
Deferred income taxes
    (2,694 )     5,630  
Provision for uncollectible accounts receivable
    11,100       9,573  
Amortization of discount on convertible notes
    -       3,392  
Stock option expense
    3,600       3,430  
Amortization of debt issuance costs
    392       697  
Noncash long-term incentive compensation
    3,755       1,988  
Changes in operating assets and liabilities, excluding
               
amounts acquired in business combinations:
               
Increase in accounts receivable
    (10,110 )     (50,027 )
Decrease/(increase) in inventories
    (373 )     318  
Decrease in prepaid expenses
    68       4,398  
Increase/(decrease) in accounts payable and other current liabilities
    5,956       (29,680 )
Increase in income taxes
    3,049       8,186  
Increase in other assets
    (605 )     (3,138 )
Increase in other liabilities
    524       5,370  
Excess tax benefit on share-based compensation
    (8,474 )     (3,737 )
Other sources
    467       755  
Net cash provided by operating activities
    113,084       51,009  
Cash Flows from Investing Activities
               
Capital expenditures
    (30,194 )     (31,745 )
Business combinations, net of cash acquired
    (6,614 )     (250 )
Other sources
    396       189  
Net cash used by investing activities
    (36,412 )     (31,806 )
Cash Flows from Financing Activities
               
Proceeds from revolving line of credit
    103,200       308,600  
Payments on revolving line of credit
    (108,200 )     (233,800 )
Payments on other long-term debt
    (4,375 )     (188,206 )
Proceeds from other long-term debt
    -       100,000  
Purchases of treasury stock
    (36,682 )     (99,103 )
Proceeds from exercise of stock options
    11,193       22,123  
Dividends paid
    (11,542 )     (10,558 )
Capital stock surrendered to pay taxes on stock-based compensation
    (11,226 )     (6,121 )
Retirement of warrants
    -       (2,645 )
Excess tax benefit on share-based compensation
    8,474       3,737  
Debt issuance costs
    -       (939 )
Increase/(decrease) in cash overdrafts payable
    (1,745 )     22,233  
Other uses
    (1,451 )     (380 )
Net cash used by financing activities
    (52,354 )     (85,059 )
Increase/(Decrease) in Cash and Cash Equivalents
    24,318       (65,856 )
Cash and cash equivalents at beginning of year
    14,132       84,418  
Cash and cash equivalents at end of period
  $ 38,450     $ 18,562  
                 
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 third quarter of 2015, no Medicare cap was recorded.

During the first nine months ended September 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):
 
   
September 30,
 
   
2015
   
2014
 
Beginning balance January 1,
  $ 6,112     $ 8,260  
2015 measurement period
    (165 )     -  
2014 measurement period
    -       1,796  
Payments
    (4,782 )     (3,439 )
Ending balance September 30,
  $ 1,165     $ 6,617  

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 September 30,
   
Nine months ended September 30,
 
 
2015
 
2014
   
2015
   
2014
 
1,929   $ 1,827     $ 5,788     $ 5,518  
 
3.   Segments

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

   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
Service Revenues and Sales
       
 
         
 
 
VITAS
  $ 285,008     $ 265,384     $ 831,081     $ 789,822  
Roto-Rooter
    101,218       93,005       313,718       287,049  
Total
  $ 386,226     $ 358,389     $ 1,144,799     $ 1,076,871  
                                 
After-tax Earnings
                               
VITAS
  $ 25,723     $ 21,593     $ 66,839     $ 60,645  
Roto-Rooter
    10,961       9,848       35,122       30,599  
Total
    36,684       31,441       101,961       91,244  
Corporate
    (7,851 )     (6,856 )     (21,616 )     (21,722 )
Net income
  $ 28,833     $ 24,585     $ 80,345     $ 69,522  

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 September 30,
 
Income
     
Shares
   
Earnings
per Share
 
2015                        
Earnings
 
$
 28,833
     
 16,865
   
$
 1.71
 
Dilutive stock options
   
 -
     
 399
         
Nonvested stock awards
   
 -
     
 158
         
Diluted earnings
 
$
 28,833
     
 17,422
   
$
 1.65
 
                         
2014                        
Earnings
 
$
 24,585
     
 17,039
   
$
 1.44
 
Dilutive stock options
   
 -
     
 416
         
Nonvested stock awards
   
 -
     
 151
         
Conversion of notes
   
 -
     
 21
         
Diluted earnings
 
$
 24,585
     
 17,627
   
$
 1.39
 
 
 
-7-

 
 
     
Net Income
 
For the Nine Months Ended September 30,
 
Income
 
Shares
   
Earnings
per Share
 
 
2015
                   
Earnings
 
$
 80,345
 
 16,887
   
$
 4.76
 
Dilutive stock options
   
 -
 
 391
         
Nonvested stock awards
   
 -
 
 152
         
Diluted earnings
 
$
 80,345
 
 17,430
   
$
 4.61
 
                     
2014                    
Earnings
 
$
 69,522
 
 17,263
   
$
 4.03
 
Dilutive stock options
   
 -
 
 402
         
Nonvested stock awards
   
 -
 
 147
         
Conversion of Notes
   
 -
 
 156
         
Diluted earnings
 
$
 69,522
 
 17,968
   
$
 3.87
 
 
For the three and nine-month period ended September 30, 2015 and 2014, no stock options were excluded from the computation of diluted earnings per share because they would have been anti-dilutive.

For the three and nine-months ended September 30, 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 first nine months of 2014 by 135,000 shares.

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 September 30, 2015 consists of the following:

Revolver
  $ 45,000  
Term loan
    93,125  
Total
    138,125  
Current portion of term loan
    (7,500 )
Long-term debt
  $ 130,625  

Scheduled principal payments of the term loan are as follows:
 
2015
  $ 1,875  
2016
    7,500  
2017
    8,750  
2018
    10,000  
2019
    65,000  
    $ 93,125  
 
 
-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 September 30, 2015. We have issued $36.6 million in standby letters of credit as of September 30, 2015 for insurance purposes.  Issued letters of credit reduce our available credit under the 2014 Credit Agreement.  As of September 30, 2015, we have approximately $268.4 million of unused lines of credit available and eligible to be drawn down under our revolving credit facility.

6.   Other Income/(Expense) – Net

Other income/(expense) -- net comprises the following (in thousands):
 
 
Three months ended September 30,
   
Nine months ended September 30,
 
 
2015
   
2014
   
2015
   
2014
 
Market value gains/(losses) on assets held in
                       
deferred compensation trust
  $ (2,328 )   $ 896     $ (880 )   $ 2,708  
Loss on disposal of property and equipment
    (116 )     (167 )     (131 )     (493 )
Interest income - net
    77       (13 )     207       (5 )
Other - net
    12       (11 )     (452 )     67  
Total other income/(expense) - net
  $ (2,355 )   $ 705     $ (1,256 )   $ 2,277  
 
 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 $1.9 million.

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 September 30, 2015 totaling $1.9 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 September 30, 2015.  We recorded the following from our independent contractors (in thousands):
 
 
-9-

 
 
  Three months ended September 30,     Nine months ended September 30,  
 
2015
 
2014
   
2015
 
2014
 
Revenues
  $ 9,119     $ 8,751     $ 28,110     $ 26,964  
Pretax profits
    5,435       4,946       16,653       15,341  

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 September 30,
   
Nine months ended September 30,
 
 
2015
 
2014
   
2015
   
2014
 
458   $ 3,635     $ 7,636     $ 10,856  
 
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

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 qui tam lawsuits and 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.  The defendants filed a motion to dismiss on September 24, 2013.  On September 30, 2014, the Court denied the motion, except to the extent that claims were filed before July 24, 2002. On November 13, 2014, the government filed a Second Amended Complaint.  The Second 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.  VITAS filed its Answer to the Second Amended Complaint on August 11, 2015.  The Company is not able to reasonably estimate the probability of loss or range of loss at this time.

For additional procedural history of this litigation, please refer to our prior quarterly and annual filings. The costs incurred related to U.S. v. Vitas and related regulatory matters were $1.2 million and $450,000 for the quarters ended September 30, 2015 and 2014, respectively. For the nine months ended September 30, 2015 and 2014, the net costs were $3.8 million and $1.6 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.
 
 
-10-

 

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 Enclara Pharmacia (previously Hospice Pharmacia) and its subsidiaries whereby Enclara provides specified pharmacy services for VITAS and its hospice patients in geographical areas served by both VITAS and Enclara.  VITAS made purchases from Enclara of $9.5 million and $8.8 million for the three months ended September 30, 2015 and 2014, respectively.  VITAS made purchases from Enclara of $28.3 million and $26.5 million for the nine months ended September 30, 2015 and 2014, respectively. For the three and nine month periods ending September 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 September 30, 2015 is cash overdrafts payable of $8.8 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 $52,000 in cash equivalents as of September 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 0.10% at September 30, 2015 and 0.06% at December 31, 2014.
 
 
-11-

 
 
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.  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.
 
The following shows the carrying value, fair value and the hierarchy for our financial instruments as of September 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
  $ 49,951     $ 49,951     $ -     $ -  
Long-term debt
    138,125       -       138,125       -  

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       -  

14.   Capital Stock Repurchase Plan Transactions

We repurchased the following capital stock for the three and nine months ended September 30, 2015 and 2014:
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
Total cost of repurchased shares
  $ 18,230     $ 40,610     $ 47,992     $ 99,103  
Shares repurchased
    135,765       400,000       385,765       1,082,934  
Weighted average price per share
  $ 134.28     $ 101.53     $ 124.41     $ 91.51  

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 $63.8 million of authorization remaining under this share repurchase plan.

Of the $18.2 million and $48.0 million in repurchases made during the three and nine months ended September 30, 2015 respectively, $11.3 million was paid for in October 2015. Amounts repurchased but settled subsequent to the end of the periods are considered non-cash financing activities and excluded from the Consolidated Statement of Cash Flows.
 
 
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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.

In August 2015, the FASB issued Accounting Standards Update No. 2015-15, “ASU No. 2015-15- Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements”.  This Accounting Standards Update adds SEC paragraphs pursuant to the SEC Staff Accouncement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting.  Given the absence of authoritative guidance within Update 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.  We do not expect this interpretation to have a material impact on our consolidated financial position, results of operations or cash flows.
 
16.   Business Combinations

In the first nine 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 nine-month periods ended September 30, 2015 nor for the comparable prior year periods.

Shown below is movement in Goodwill (in thousands):

   
Vitas
   
Roto-Rooter
   
Total
 
Balance at January 1, 2014
  $ 328,450     $ 138,421     $ 466,871  
Business combinations
    -       198       198  
Foreign currency adjustments
    -       (198 )     (198 )
Program closing
    (149 )     -       (149 )
Balance at December 31, 2014
  $ 328,301     $ 138,421     $ 466,722  
Business combinations
    -       5,944       5,944  
Foreign currency adjustments
    -       (259 )     (259 )
Balance at September 30, 2015
  $ 328,301     $ 144,106     $ 472,407  
 
 
-13-

 

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,
 
   
2015
   
2014
   
2015
   
2014
 
Service revenues and sales
  $ 386,226     $ 358,389     $ 1,144,799     $ 1,076,871  
Net income
  $ 28,833     $ 24,585     $ 80,345     $ 69,522  
Diluted EPS
  $ 1.65     $ 1.39     $ 4.61     $ 3.87  
Adjusted net income
  $ 30,934     $ 26,058     $ 87,481     $ 76,351  
Adjusted diluted EPS
  $ 1.78     $ 1.48     $ 5.02     $ 4.28  
Adjusted EBITDA
  $ 59,410     $ 50,946     $ 169,948     $ 150,831  
Adjusted EBITDA as a % of revenue
    15.4 %     14.2 %     14.8 %     14.0 %

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 26-28.

For the three months ended September 30, 2015, the increase in consolidated service revenues and sales was driven by an 8.8% increase at Roto-Rooter and a 7.4% increase at VITAS.  The increase in service revenues at Roto-Rooter was driven by an increase in all major service lines.  The increase in service revenues at VITAS was a result of Medicare reimbursement rates increasing 1.4%, a 7.4% increase in days of care, offset by geographical and level of care mix shift.  Consolidated net income increased 17.3% 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 18.7% 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 1.2%.   See page 29 for additional VITAS operating metrics.

For the nine months ended September 30, 2015, the increase in consolidated service revenues and sales was driven by a 9.3% increase at Roto-Rooter and a 5.2% 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 5.4% increase in days of care offset by level of care and geographical mix shift.  Consolidated net income increased 15.6% 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 19.1% 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 0.8%.   See page 29 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 $1.0 million in 2015. Roto-Rooter expects full-year 2015 revenue growth of 6.0% to 7.0%.  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.
 
 
-14-

 
 
Financial Condition
Liquidity and Capital Resources
Material changes in the balance sheet accounts from December 31, 2014 to September 30, 2015 include the following:
 
  A $24.3 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 $5.9 million increase in properties and equipment due mainly to expenditures related to the water restoration business line at Roto-Rooter.
  A $5.7 million increase in goodwill due to two acquisitions at Roto-Rooter.
  A $5.6 million increase in accounts payable due to timing of payments.
  A $5.1 million decrease in income taxes due to timing of payments.
  An $8.8 million increase in accrued compensation due primarily to timing of payroll payments.
  A $10.6 million decrease in long-term debt due primarily to payments made.
 
Net cash provided by operating activities increased $62.1 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 September 30, 2015, for insurance purposes.  Issued letters of credit reduce our available credit under the revolving credit agreement.  As of September 30, 2015, we have approximately $268.4 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 September 30, 2015 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.  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.
 
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.   The defendants filed a motion to dismiss on September 24, 2013.  On September 30, 2014, the Court denied the motion, except to the extent that claims were filed before July 24, 2002.  On November 13, 2014, the government filed a Second Amended Complaint.  The Second 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 Court granted the motion to file the Second Amended Complaint on July 24, 2015.  VITAS filed its Answer to the Second Amended Complaint on August 11, 2015.  The Company is not able to reasonably estimate the probability of loss or range of loss at this time.
 
 
-15-

 

For additional procedural history of this litigation, please refer to our prior quarterly and annual filings. The costs incurred related to U.S. v. Vitas and related regulatory matters were $1.2 million and $450,000 for the quarters ended September 30, 2015 and 2014, respectively. For the nine months ended September 30, 2015 and 2014, the net costs were $3.8 million and $1.6 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.

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.
 
 
-16-

 
 
Results of Operations
Three months ended September 30, 2015 versus 2014 - Consolidated Results
Our service revenues and sales for the third quarter of 2015 increased 7.8% versus services and sales revenues for the third quarter of 2014.  Of this increase, $19.6 million was attributable to VITAS and $8.2 million was attributable to Roto-Rooter.  The following chart shows the components of those changes (in thousands):
 
   
Increase/(Decrease)
 
    Amount     Percent  
VITAS
           
Routine homecare
  $ 17,987       8.8  
Continuous care
    (122 )     (0.3 )
General inpatient
    (741 )     (3.0 )
Medicare cap
    2,500       100.0  
Roto-Rooter
               
Plumbing
    3,869       9.4  
Drain cleaning
    1,167       3.6  
Water restoration
    2,843       53.5  
Contractor operations
    368       4.2  
Other
    (34 )     (0.7 )
Total
  $ 27,837       7.8  

The increase in VITAS’ revenues for the third quarter of 2015 versus the third quarter of 2014 was a combination of Medicare reimbursement rates increasing approximately 1.4% and a 7.4% increase in days of care offset by level of care and geographical mix shift.

Days of care during the quarter ended September 30 were as follows:
 
   
Days of Care
   
Increase/(Decrease)
 
   
2015
   
2014
   
Percent
 
                   
Routine homecare
    1,357,688       1,256,844       8.0  
Continuous care
    51,652       51,642       -  
General inpatient
    37,121       38,347       (3.2 )
Total days of care
    1,446,461       1,346,833       7.4  

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

The increase in plumbing revenues for the third quarter of 2015 versus 2014 is attributable to a 7.3% increase in job count and a 2.1% increase in a combination of price and service mix shift.  Drain cleaning revenues for the third quarter of 2015 versus 2014 reflect a 1.3% increase in the number of jobs performed combined with a price and service mix shift of 2.3%.  Water restoration increased 53.5% as a result of continued expansion of this service offering into other Roto-Rooter locations.  Water restoration is the remediation or removal of water and humidity after a flood. Contractor operations increased 4.2% and Other Roto-Rooter revenue decreased 0.7%.
 
The consolidated gross margin was 29.6% in the third quarter of 2015 as compared with 28.4% in the third quarter of 2014.  On a segment basis, VITAS’ gross margin was 23.3% in the third quarter of 2015 as compared with 22.0%, in the third quarter of 2014.  This increase was the mainly the result of a $2.5 million charge in Medicare cap in 2014 versus none in 2015 and favorable health insurance claims experience. The Roto-Rooter segment’s gross margin was 47.1% for the third quarter of 2015, essentially flat when compared to the third quarter of 2014.
 
 
-17-

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

   
Three months ended September 30,
 
   
2015
   
2014
 
SG&A expenses before the impact of market gains/(losses) of deferred compensation
           
plans, long-term incentive compensation, and OIG investigation expenses
  $ 55,010     $ 51,218  
Long-term incentive compensation
    1,364       1,002  
Expenses related to OIG investigation
    1,151       450  
Impact of market value gains/(losses) related to assets held in deferred
               
compensation trusts
    (2,328 )     896  
Total SG&A expenses
  $ 55,197     $ 53,566  

SG&A expenses before long-term incentive compensation, expenses related to OIG investigation and the impact of market gains/(losses) of deferred compensation plans for the third quarter of 2015 were up 7.4% when compared to the third 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, higher incentive compensation costs and higher bad debt expense in 2015.
 
Other income/(expense) - net comprise (in thousands):
 
   
Three months ended September 30,
 
   
2015
   
2014
 
Market value gains/(losses) on assets held in
           
deferred compensation trusts
  $ (2,328 )   $ 896  
Loss on disposal of property and equipment
    (116 )     (167 )
Interest income - net
    77       (13 )
Other
    12       (11 )
Total other income/(expense) - net
  $ (2,355 )   $ 705  

Our effective income tax rate was 38.5% in the third quarter of 2015 essentially equal to the third 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 September 30,
 
   
2015
   
2014
 
VITAS
           
Expenses related to OIG investigation
  $ (711 )   $ (279 )
Roto-Rooter
               
Acquisition expenses
    (18 )     -  
Recoveries related to litigation settlements
    -       143  
Corporate
               
Stock option expense
    (509 )     (615 )
Long-term incentive compensation
    (863 )     (634 )
Expenses related to securities litigation
    -       (88 )
Total
  $ (2,101 )   $ (1,473 )
 
 
-18-

 
 
Three months ended September 30, 2015 versus 2014 - Segment Results

The change in after-tax earnings for the third quarter of 2015 versus the third quarter of 2014 is due to (in thousands):

 
Increase/(Decrease)
 
 
Amount
   
Percent
 
VITAS
  $ 4,130       19.1  
Roto-Rooter
    1,113       11.3  
Corporate
    (995 )     (14.5 )
    $ 4,248       17.3  

VITAS’ after-tax earnings were positively impacted in 2015 compared to 2014 by a $19.6 million increase in revenue.   After-tax earnings as a percent of revenue in the third quarter of 2015 were 9.0%, an increase of 0.9% over the third quarter of 2014.

Roto-Rooter’s after-tax earnings were positively impacted in 2015 compared to 2014 primarily by a $2.8 million revenue increase in Roto-Rooter’s water restoration line of business, a $3.9 million increase in plumbing revenue and a $1.2 million increase in sewer and drain cleaning revenue.  After-tax earnings as a percent of revenue at Roto-Rooter in 2015 were 10.8% as compared to 10.6% in 2014.

Results of Operations
Nine months ended September 30, 2015 versus 2014 - Consolidated Results
Our service revenues and sales for the first nine months of 2015 increased 6.3% versus services and sales revenues for the first nine months of 2014.  Of this increase, $41.3 million was attributable to VITAS and $26.7 million was attributable to Roto-Rooter.  The following chart shows the components of those changes (in thousands):
 
    Increase/(Decrease)  
    Amount     Percent  
VITAS
           
Routine homecare
  $ 40,087       6.7  
Continuous care
    (237 )     (0.2 )
General inpatient
    (552 )     (0.7 )
Medicare cap
    1,961       109.2  
Roto-Rooter
               
Plumbing
    8,395       6.5  
Drain cleaning
    (137 )     (0.1 )
Water restoration
    17,539       171.4  
Contractor operations
    1,146       4.3  
Other
    (274 )     (1.7 )
Total
  $ 67,928       6.3  

The increase in VITAS’ revenues for the first nine months of 2015 versus the first nine months of 2014 was a combination of Medicare reimbursement rates increasing approximately 1.4% and a 5.4% increase in days of care offset by level of care and geographical mix shift.  In the first nine 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 negative revenue adjustment of $1.8 million recorded in the first nine months of 2014.
 
 
-19-

 

Days of care for the nine months ended September 30 were as follows:

   
Days of Care
   
Increase/(Decrease)
 
   
2015
   
2014
   
Percent
 
                   
Routine homecare
    3,899,900       3,685,923       5.8  
Continuous care
    155,742       155,119       0.4  
General inpatient
    115,700       117,105       (1.2 )
Total days of care
    4,171,342       3,958,147       5.4  
 
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 2015 versus 2014 is attributable to a combination of a 1.3% increase in job count, and a 5.2% increase in price and service mix shift.  Drain cleaning revenues for the first nine months of 2015 versus 2014 reflect a 3.3% decrease in the number of jobs performed, offset by a 3.2% increase in a combination of price and service mix shift.  Water restoration increased 171.4% as a result of continued expansion of this service offering 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 1.7%.
 
The consolidated gross margin was 29.1% in the first nine months of 2015 as compared with 28.3% in the first nine months of 2014.  On a segment basis, VITAS’ gross margin was 22.2% in the first nine months of 2015 as compared with 21.7% in the first nine months of 2014.  This increase is mainly the result of favorable health insurance claims experience. The Roto-Rooter segment’s gross margin was 47.5% for the first nine months of 2015 as compared with 46.7% for the first nine months of 2014.  The gross margin increase was mainly the result of favorable health and casualty insurance experience during the first nine months of 2015.
 
Selling, general and administrative expenses (“SG&A”) comprise (in thousands):

   
Nine months ended September 30,
 
   
2015
   
2014
 
SG&A expenses before the impact of market gains/(losses) of deferred compensation
           
plans, long-term incentive compensation, and OIG investigation expenses
  $ 165,067     $ 156,582  
Long-term incentive compensation
    3,755       1,988  
Expenses related to OIG investigation
    3,837       1,608  
Impact of market value gains/(losses) related to assets held in deferred
               
compensation trusts
    (880 )     2,708  
Total SG&A expenses
  $ 171,779     $ 162,886  


SG&A expenses before long-term incentive compensation, expenses related to OIG investigation and the impact of market gains/(losses) of deferred compensation plans for the first nine months of 2015 were up 5.4% when compared to the first nine 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/(expense) - net comprise (in thousands):
   
Nine months ended September 30,
 
   
2015
   
2014
 
Market value gains/(losses) on assets held in
           
deferred compensation trusts
  $ (880 )   $ 2,708  
Loss on disposal of property and equipment
    (131 )     (493 )
Interest income - net
    207       (5 )
Other
    (452 )     67  
Total other income/(expense) - net
  $ (1,256 )   $ 2,277  
 
Our effective income tax rate was 38.8% in the first nine months of 2015, essentially equal to the first nine months of 2014.
 
 
-20-

 
 
Net income for both periods included the following after-tax items/adjustments to after-tax earnings (in thousands):
 
   
Nine Months Ended September 30,
 
   
2015
   
2014
 
VITAS
           
Legal expenses of OIG investigation
  $ (2,369 )   $ (997 )
Expenses related to litigation settlements
    -       (70 )
Acquisition expenses
    -       (1 )
Roto-Rooter
               
Net expenses/(recoveries) related to litigation settlements
    (3 )     6  
Acquisition expenses
    (98 )     -  
Corporate
               
Stock option expense
    (2,268 )     (2,159 )
Noncash impact of change in accounting for convertible debt
    -       (2,143 )
Long-term incentive compensation
    (2,375 )     (1,258 )
Expenses of securities litigation
    (23 )     (207 )
Total
  $ (7,136 )   $ (6,829 )

Nine months ended September 30, 2015 versus 2014 - Segment Results

The change in after-tax earnings for the first nine months of 2015 versus the first nine months of 2014 is due to (in thousands):
 
 
Increase/(Decrease)
 
 
Amount
   
Percent
 
VITAS
  $ 6,194       10.2  
Roto-Rooter
    4,523       14.8  
Corporate
    106       0.5  
    $ 10,823       15.6  

VITAS’ after-tax earnings were positively impacted in 2015 compared to 2014 by a $41.3 million increase in revenue. After-tax earnings as a percent of revenue in 2015 were 8.0% as compared to 7.7% in 2014.

Roto-Rooter’s after-tax earnings were positively impacted in 2015 compared to 2014 primarily by a $17.5 million revenue increase in Roto-Rooter’s water restoration line of business and an $8.4 million increase in plumbing revenue.  After-tax earnings as a percent of revenue at Roto-Rooter in 2015 were 11.2% 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.
 
 
-21-

 

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015
(in thousands)(unaudited)
 
             
 
 
     
VITAS
     
Roto-Rooter
     
Corporate
    Chemed
Consolidated
 
2015 (a)
                       
Service revenues and sales
  $ 285,008     $ 101,218     $ -     $ 386,226  
Cost of services provided and goods sold
    218,528       53,561       -       272,089  
Selling, general and administrative expenses
    22,241       27,437       5,519       55,197  
Depreciation
    4,631       3,300       144       8,075  
Amortization
    186       172       379       737  
Total costs and expenses
    245,586       84,470       6,042       336,098  
Income/(loss) from operations
    39,422       16,748       (6,042 )     50,128  
Interest expense
    (54 )     (80 )     (774 )     (908 )
Intercompany interest income/(expense)
    1,979       858       (2,837 )     -  
Other income/(expense)—net
    (11 )     (15 )     (2,329 )     (2,355 )
Income/(expense) before income taxes
    41,336       17,511       (11,982 )     46,865  
Income taxes
    (15,613 )     (6,550 )     4,131       (18,032 )
Net income/(loss)
  $ 25,723     $ 10,961     $ (7,851 )   $ 28,833  
                                 
(a) The following amounts are included in net income (in thousands):
 
                         
 
 
     
VITAS
     
Roto-Rooter
     
Corporate
     
Chemed
Consolidated
 
Pretax benefit/(cost):
                               
Stock option expense
  $ -     $ -     $ (813 )   $ (813 )
Long-term incentive compensation
    -       -       (1,364 )     (1,364 )
Acquisition expenses
    -       (30 )     -       (30 )
Expenses related to OIG investigation
    (1,151 )     -       -       (1,151 )
Total
  $ (1,151 )   $ (30 )   $ (2,177 )   $ (3,358 )
                                 
     
VITAS
     
Roto-Rooter
     
Corporate
     
Chemed
Consolidated
 
After-tax benefit/(cost):
                               
Stock option expense
  $ -     $ -     $ (509 )   $ (509 )
Long-term incentive compensation
    -       -       (863 )     (863 )
Acquisition expenses
    -       (18 )     -       (18 )
Expenses related to OIG investigation
    (711 )     -       -       (711 )
Total
  $ (711 )   $ (18 )   $ (1,372 )   $ (2,101 )
 
 
-22-

 

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
 
CONSOLIDATING STATEMENT OF INCOME
 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014
 
(in thousands)(unaudited)
 
                   
             
 
 
   
VITAS
   
Roto-Rooter
   
Corporate
   
Chemed
Consolidated
 
2014 (a)
                       
Service revenues and sales
  $ 265,384     $ 93,005     $ -     $ 358,389  
Cost of services provided and goods sold
    207,105       49,340       -       256,445  
Selling, general and administrative expenses
    20,224       25,682       7,660       53,566  
Depreciation
    4,530       2,772       148       7,450  
Amortization
    205       114       398       717  
Total costs and expenses
    232,064       77,908       8,206       318,178  
Income/(loss) from operations
    33,320       15,097       (8,206 )     40,211  
Interest expense
    (55 )     (87 )     (838 )     (980 )
Intercompany interest income/(expense)
    1,660       760       (2,420 )     -  
Other income/(expense)—net
    (189 )     (2 )     896       705  
Income/(expense) before income taxes
    34,736       15,768       (10,568 )     39,936  
Income taxes
    (13,143 )     (5,920 )     3,712       (15,351 )
Net income/(loss)
  $ 21,593     $ 9,848     $ (6,856 )   $ 24,585  
                                 
(a) The following amounts are included in net income (in thousands):
 
                         
 
 
     
VITAS
     
Roto-Rooter
     
Corporate
     
Chemed
Consolidated
 
Pretax benefit/(cost):
                               
Stock option expense
  $ -     $ -     $ (977 )   $ (977 )
Long-term incentive compensation
    -       -       (1,002 )     (1,002 )
Net recoveries related to litigation settlements
    -       234       -       234  
Expenses related to securities litigation
    -       -       (138 )     (138 )
Expenses related to OIG investigation
    (450 )     -       -       (450 )
Total
  $ (450 )   $ 234     $ (2,117 )   $ (2,333 )
                                 
     
VITAS
     
Roto-Rooter
     
Corporate
     
Chemed
Consolidated
 
After-tax benefit/(cost):
                               
Stock option expense
  $ -     $ -     $ (615 )   $ (615 )
Long-term incentive compensation
    -       -       (634 )     (634 )
Net recoveries related to litigation settlements
    -       143       -       143  
Expenses related to securities litigation
    -       -       (88 )     (88 )
Expenses related to OIG investigation
    (279 )     -       -       (279 )
Total
  $ (279 )   $ 143     $ (1,337 )   $ (1,473 )
 
 
-23-

 
 
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
(in thousands)(unaudited)
 
             
 
 
   
VITAS
   
Roto-Rooter
    Corporate     Chemed
Consolidated
 
2015 (a)
                       
Service revenues and sales
  $ 831,081     $ 313,718     $ -     $ 1,144,799  
Cost of services provided and goods sold
    646,801       164,836       -       811,637  
Selling, general and administrative expenses
    66,449       84,439       20,891       171,779  
Depreciation
    14,141       9,598       450       24,189  
Amortization
    523       408       964       1,895  
Total costs and expenses
    727,914       259,281       22,305       1,009,500  
Income/(loss) from operations
    103,167       54,437       (22,305 )     135,299  
Interest expense
    (164 )     (274 )     (2,408 )     (2,846 )
Intercompany interest income/(expense)
    5,461       2,501       (7,962 )     -  
Other income/(expense)—net
    (395 )     19       (880 )     (1,256 )
Income/(expense) before income taxes
    108,069       56,683       (33,555 )     131,197  
Income taxes
    (41,230 )     (21,561 )     11,939       (50,852 )
Net income/(loss)
  $ 66,839     $ 35,122     $ (21,616 )   $ 80,345  
                                 
(a) The following amounts are included in net income (in thousands):
                 
                         
 
 
     
VITAS