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, 2020~~March 31, 2021

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes	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

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging growth company o

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

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


Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered	Amount	Date

Capital Stock $1 Par Value	CHE	New York Stock Exchange	~~15,919,194~~15,950,435 Shares	~~June 30, 2020~~March 31, 2021

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CHEMED CORPORATION AND

SUBSIDIARY COMPANIES

Index



	Page No.
PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements
Unaudited Consolidated Balance Sheets -
~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020	3

Unaudited Consolidated Statements of Income -
Three ended March 31, 2021 and ~~six months ended June 30,~~ 2020 ~~and 2019~~	4

Unaudited Consolidated Statements of Cash Flows -
~~Six~~Three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	5

Unaudited Consolidated Statements of Changes in Stockholders’ Equity-
Three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	6

Notes to Unaudited Consolidated Financial Statements	7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	2420

Item 3. Quantitative and Qualitative Disclosures about Market Risk	4330

Item 4. Controls and Procedures	4330

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	4330

Item 1A. Risk Factors	4330

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4430

Item 3. Defaults Upon Senior Securities	4431

Item 4. Mine Safety Disclosures	4431

Item 5. Other Information	4431

Item 6. Exhibits	4531

EX – 31.1
EX – 31.2
EX – 31.3
EX – 32.1
EX – 32.2
EX – 32.3 EX – 101 EX – 104

‎

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PART I. FINANCIAL INFORMATION	PART I. FINANCIAL INFORMATION				PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	Item 1. Financial Statements				Item 1. Financial Statements
CHEMED CORPORATION AND SUBSIDIARY COMPANIES	CHEMED CORPORATION AND SUBSIDIARY COMPANIES				CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED BALANCE SHEETS	UNAUDITED CONSOLIDATED BALANCE SHEETS				UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)	(in thousands, except share and per share data)				(in thousands, except share and per share data)



	June 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
ASSETS
Current assets
Cash and cash equivalents	$	20,376	$	6,158	$	210,156	$	162,675
Accounts receivable less allowances of $1,425 (2019 - $353)		132,487		143,827
Accounts receivable						104,748		126,853
Inventories		7,467		7,462		6,777		7,095
Prepaid income taxes		5,794		10,074		3,518		6,603
Prepaid expenses		23,183		23,150		21,775		26,177
Total current assets		189,307		190,671		346,974		329,403
Investments of deferred compensation plans		80,113		77,446		93,705		88,811
Properties and equipment, at cost, less accumulated depreciation of $281,237 (2019 - $270,140)		183,017		175,763
Properties and equipment, at cost, less accumulated depreciation of $298,530 (2020 - $293,380)						190,154		187,820
Lease right of use asset		128,418		111,652		124,104		123,448
Identifiable intangible assets less accumulated amortization of $42,584 (2019 - $37,620)		122,791		126,370
Identifiable intangible assets less accumulated amortization of $50,118 (2020 - $47,607)						115,517		118,085
Goodwill		578,491		577,367		578,618		578,585
Other assets		9,055		9,048		9,061		8,759
Total Assets	$	1,291,192	$	1,268,317	$	1,458,133	$	1,434,911

LIABILITIES
Current liabilities
Accounts payable	$	36,704	$	51,101	$	55,447	$	54,234
Income taxes		19,576		-		24,774		9,464
Accrued insurance		50,847		50,328		57,533		54,703
Accrued compensation		80,552		70,814		73,907		91,282
Accrued legal		6,959		6,941		2,102		10,632
Short-term lease liability		36,093		39,280		37,897		36,200
Unutilized CARES Act grant		39,236		-
Other current liabilities		48,549		43,756		38,555		42,593
Total current liabilities		318,516		262,220		290,215		299,108
Deferred income taxes		21,108		18,504		19,733		20,664
Long-term debt		-		90,000
Deferred compensation liabilities		77,639		76,446		93,755		88,456
Long-term lease liability		104,444		86,656		98,813		99,210
Other liabilities		18,789		7,883		26,733		26,273
Total Liabilities		540,496		541,709		529,249		533,711
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 10)
STOCKHOLDERS' EQUITY
Capital stock - authorized 80,000,000 shares $1 par; issued 36,039,794 shares (2019 - 35,810,528 shares)		36,040		35,811
Capital stock - authorized 80,000,000 shares $1 par; issued 36,345,147 shares (2020 - 36,258,638 shares)						36,345		36,259
Paid-in capital		904,421		860,671		982,739		961,404
Retained earnings		1,553,144		1,425,752		1,783,740		1,723,777
Treasury stock - 20,198,753 shares (2019 - 19,867,220 shares)		(1,745,299)		(1,597,940)
Treasury stock - 20,469,051 shares (2020 - 20,351,562 shares)						(1,876,315)		(1,822,579)
Deferred compensation payable in Company stock		2,390		2,314		2,375		2,339
Total Stockholders' Equity		750,696		726,608		928,884		901,200
Total Liabilities and Stockholders' Equity	$	1,291,192	$	1,268,317	$	1,458,133	$	1,434,911

See accompanying Notes to Unaudited Consolidated Financial Statements.	See accompanying Notes to Unaudited Consolidated Financial Statements.				See accompanying Notes to Unaudited Consolidated Financial Statements.

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CHEMED CORPORATION AND SUBSIDIARY COMPANIES	CHEMED CORPORATION AND SUBSIDIARY COMPANIES								CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME	UNAUDITED CONSOLIDATED STATEMENTS OF INCOME								UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)	(in thousands, except per share data)								(in thousands, except per share data)



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
Service revenues and sales	$	502,199	$	473,584	$	1,017,997	$	935,618	$	527,360	$	515,798
Cost of services provided and goods sold (excluding depreciation)		352,163		323,637		703,908		645,588		340,473		351,745
Selling, general and administrative expenses		84,513		71,556		155,096		145,585		91,599		70,583
Depreciation		11,659		9,887		23,047		19,597		11,715		11,388
Amortization		2,488		406		4,965		925		2,510		2,477
Other operating (income)/expenses		(41,384)		2,570		(41,142)		8,923
Other operating expenses										622		242
Total costs and expenses		409,439		408,056		845,874		820,618		446,919		436,435
Income from operations		92,760		65,528		172,123		115,000		80,441		79,363
Interest expense		(651)		(1,237)		(1,626)		(2,361)		(381)		(975)
Other (expense)/income - net		7,514		13		(1,952)		2,452
Other income/(expense) - net										3,602		(9,466)
Income before income taxes		99,623		64,304		168,545		115,091		83,662		68,922
Income taxes		(17,522)		(13,575)		(30,553)		(19,695)		(18,262)		(13,031)
Net income	$	82,101	$	50,729	$	137,992	$	95,396	$	65,400	$	55,891

Earnings Per Share:
Net income	$	5.16	$	3.18	$	8.65	$	5.98	$	4.08	$	3.50
Average number of shares outstanding		15,914		15,928		15,953		15,941		16,010		15,991

Diluted Earnings Per Share:
Net income	$	5.01	$	3.08	$	8.39	$	5.79	$	4.01	$	3.38
Average number of shares outstanding		16,373		16,449		16,445		16,489		16,310		16,516

Cash Dividends Per Share	$	0.32	$	0.30	$	0.64	$	0.60	$	0.34	$	0.32

See accompanying Notes to Unaudited Consolidated Financial Statements.	See accompanying Notes to Unaudited Consolidated Financial Statements.								See accompanying Notes to Unaudited Consolidated Financial Statements.

‎

-4-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES	CHEMED CORPORATION AND SUBSIDIARY COMPANIES				CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS	UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS				UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)	(in thousands)				(in thousands)

	Six Months Ended June 30,				Three Months Ended March 31,
	2020		2019		2021		2020
Cash Flows from Operating Activities
Net income	$	137,992	$	95,396	$	65,400	$	55,891
Adjustments to reconcile net income to net cash provided
by operating activities:
Unutilized CARES Act grant		39,236		-
Depreciation and amortization		28,012		20,522		14,225		13,865
Deferred payroll taxes		10,716		-
Payments on previously accrued litigation settlements						(8,490)		-
Stock option expense		10,113		8,018		6,106		5,045
Noncash long-term incentive compensation		3,527		2,506		1,642		1,598
Provision/(benefit) for deferred income taxes		2,717		(2,769)		(930)		2,290
Noncash directors' compensation		1,171		767
Amortization of debt issuance costs						76		76
Provision for bad debts		871		-		-		594
Amortization of debt issuance costs		153		153
Asset impairment loss		-		2,266
Litigation settlement		-		6,000
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		6,696		(16,613)
Increase in inventories		(5)		(631)
Increase in prepaid expenses		(33)		(2,301)
Increase/(decrease) in accounts payable and other current liabilities		13,303		(4,175)
Decrease in accounts receivable						22,773		6,269
Decrease in inventories						318		149
Decrease in prepaid expenses						4,402		1,211
Decrease in accounts payable and other current liabilities						(18,369)		(7,037)
Change in current income taxes		23,725		(2,249)		18,395		10,159
Net change in lease assets and liabilities		1,287		(338)		(24)		(153)
Increase in other assets		(2,988)		(4,653)
Increase in other liabilities		1,383		5,833
Other (uses)/sources		(54)		1,175
Decrease/(increase) in other assets						(5,274)		5,048
Increase/(decrease) in other liabilities						5,759		(6,067)
Other sources						710		388
Net cash provided by operating activities		277,822		108,907		106,719		89,326
Cash Flows from Investing Activities
Capital expenditures		(32,251)		(28,312)		(17,697)		(19,897)
Business combinations		(3,600)		-		-		(1,452)
Other sources/(uses)		473		(137)		274		(144)
Net cash used by investing activities		(35,378)		(28,449)		(17,423)		(21,493)
Cash Flows from Financing Activities
Payments on revolving line of credit		(264,900)		(227,000)
Proceeds from revolving line of credit		174,900		222,800
Purchases of treasury stock		(122,148)		(71,926)		(41,107)		(100,235)
Proceeds from exercise of stock options		19,440		16,517		11,026		9,241
Capital stock surrendered to pay taxes on stock-based compensation		(14,845)		(14,884)		(6,613)		(7,951)
Dividends paid		(10,238)		(9,567)		(5,437)		(5,130)
Payments on revolving line of credit						-		(104,100)
Proceeds from revolving line of credit						-		174,100
Change in cash overdrafts payable		(9,849)		1,710		-		(9,849)
Other (uses)/sources		(586)		384
Other sources/(uses)						316		(1,116)
Net cash used by financing activities		(228,226)		(81,966)		(41,815)		(45,040)
Increase/(decrease) in Cash and Cash Equivalents		14,218		(1,508)
Increase in Cash and Cash Equivalents						47,481		22,793
Cash and cash equivalents at beginning of year		6,158		4,831		162,675		6,158
Cash and cash equivalents at end of period	$	20,376	$	3,323	$	210,156	$	28,951

See accompanying Notes to Unaudited Consolidated Financial Statements.	See accompanying Notes to Unaudited Consolidated Financial Statements.				See accompanying Notes to Unaudited Consolidated Financial Statements.

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CHEMED CORPORATION AND SUBSIDIARY COMPANIES	CHEMED CORPORATION AND SUBSIDIARY COMPANIES													CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY	UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY													UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(in thousands, except per share data)	(in thousands, except per share data)													(in thousands, except per share data)

For the three months ended June 30, 2020 and 2019:											Deferred
For the three months ended March 31, 2021 and 2020:																							Deferred
											Compensation												Compensation
									Treasury		Payable in										Treasury		Payable in
		Capital		Paid-in		Retained			Stock-		Company				Capital		Paid-in		Retained		Stock-		Company
		Stock		Capital		Earnings			at Cost		Stock		Total		Stock		Capital		Earnings		at Cost		Stock		Total
Balance at March 31, 2020		35,912		878,550		1,476,151			(1,709,390)		2,378		683,601
Balance at December 31, 2020															36,259		961,404		1,723,777		(1,822,579)		2,339		901,200
Net income		-		-		82,101	-		-		-		82,101		-		-		65,400		-		-		65,400
Dividends paid ($0.32 per share)		-		-		(5,108)			-		-		(5,108)
Dividends paid ($0.34 per share)															-		-		(5,437)		-		-		(5,437)
Stock awards and exercise of stock options		128		25,340		-			(13,995)		-		11,473		86		21,007		-		(8,932)		-		12,161
Purchases of treasury stock		-		-		-			(21,914)		-		(21,914)		-		-		-		(44,768)		-		(44,768)
Other		-		531		-			-		12		543		-		328		-		(36)		36		328
Balance at June 30, 2020	$	36,040	$	904,421	$	1,553,144		$	(1,745,299)	$	2,390	$	750,696
Balance at March 31, 2021														$	36,345	$	982,739	$	1,783,740	$	(1,876,315)	$	2,375	$	928,884
											Deferred												Deferred
											Compensation
						`			Treasury		Payable in
		Capital		Paid-in		Retained			Stock-		Company
		Stock		Capital		Earnings			at Cost		Stock		Total
Balance at March 31, 2019		35,521		803,701		1,265,485			(1,519,077)		2,380		588,010
Net income		-		-		50,729			-		-		50,729
Dividends paid ($0.30 per share)		-		-		(4,768)			-		-		(4,768)
Stock awards and exercise of stock options		70		13,337		-			(6,350)		-		7,057
Purchases of treasury stock		-		-		-			(22,676)		-		(22,676)
Other		-		217		-			(35)		35		217
Balance at June 30, 2019	$	35,591	$	817,255	$	1,311,446		$	(1,548,138)	$	2,415	$	618,569
For the six months ended June 30, 2020 and 2019:											Deferred
											Compensation												Compensation
									Treasury		Payable in								`		Treasury		Payable in
		Capital		Paid-in		Retained			Stock-		Company				Capital		Paid-in		Retained		Stock-		Company
		Stock		Capital		Earnings			at Cost		Stock		Total		Stock		Capital		Earnings		at Cost		Stock		Total
Balance at December 31, 2019		35,811		860,671		1,425,752			(1,597,940)		2,314		726,608		35,811		860,671		1,425,752		(1,597,940)		2,314		726,608
Net income		-		-		137,992			-		-		137,992		-		-		55,891		-		-		55,891
Dividends paid ($0.64 per share)		-		-		(10,238)			-		-		(10,238)
Dividends paid ($0.32 per share)															-		-		(5,130)		-		-		(5,130)
Stock awards and exercise of stock options		229		44,312		-			(25,135)		-		19,406		101		18,972		-		(11,140)		-		7,933
Purchases of treasury stock		-		-		-			(122,148)		-		(122,148)		-		-		-		(100,235)		-		(100,235)
Other		-		(562)		(362)			(76)		76		(924)		-		(1,093)		(362)		(75)		64		(1,466)
Balance at June 30, 2020	$	36,040	$	904,421	$	1,553,144		$	(1,745,299)	$	2,390	$	750,696
											Deferred
											Compensation
									Treasury		Payable in
		Capital		Paid-in		Retained			Stock-		Company
		Stock		Capital		Earnings			at Cost		Stock		Total
Balance at December 31, 2018		35,311		774,358		1,225,617			(1,446,296)		2,344		591,334
Net income		-		-		95,396			-		-		95,396
Dividends paid ($0.60 per share)		-		-		(9,567)			-		-		(9,567)
Stock awards and exercise of stock options		280		42,489		-			(29,845)		-		12,924
Purchases of treasury stock		-		-		-			(71,926)		-		(71,926)
Other		-		408		-			(71)		71		408
Balance at June 30, 2019	$	35,591	$	817,255	$	1,311,446		$	(1,548,138)	$	2,415	$	618,569
Balance at March 31, 2020														$	35,912	$	878,550	$	1,476,151	$	(1,709,390)	$	2,378	$	683,601

The Notes to Consolidated Financial Statements are integral parts of these statements.	The Notes to Consolidated Financial Statements are integral parts of these statements.													The Notes to Consolidated Financial Statements are integral parts of these statements.

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-6-

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, ~~2019~~2020 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. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other future period, and we make no representations related thereto. 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~~Notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

~~Certain reclassifications have been made to prior year financial statements to conform to current presentation.~~

~~CURRENT EXPECTED CREDIT LOSSES~~

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments, Credit Losses. The ASU introduces the current expected credit loss (“CECL”) methodology. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for financial assets at the time the asset is originated or acquired. This generally results in earlier recognition of credit losses and greater transparency about credit risk. The Company adopted the provisions of ASU No. 2016-13 on January 1, 2020 using the modified retrospective method. The provisions of ASU No. 2016-13 did not significantly impact the method or timing that the Company recognizes expected credit losses and the cumulative effect of adoption was immaterial.

The Company’s only material financial asset subject to ASU No. 2016-13 is accounts receivable, trade and other. The Company recognizes an allowance for credit losses related to accounts receivable to present the net amount expected to be collected as of the balance sheet date. Accounts receivable are written-off when it is determined that the amount is deemed uncollectible. The following presents a detailed discussion of the operating subsidiaries’ accounts receivable and their evaluation of credit risk related to those accounts:

Roto-Rooter’s trade accounts receivable are comprised mainly of amounts due from commercial entities and commercial insurance carriers. Roto-Rooter’s accounts receivable are generally outstanding for 90 days or less and there are no significant amounts outstanding greater than one year. Roto-Rooter historically has not experienced significant write-offs due to credit losses. For amounts due from commercial entities, Roto-Rooter utilizes a provision matrix based on historical credit losses by aging category. For amounts due from commercial insurance carriers, mainly from water restoration revenue, Roto-Rooter periodically reviews published default tables related to commercial insurance carriers and provides an allowance. As further discussed below, Roto-Rooter assesses on a quarterly basis whether the historical rates used are expected to be representative of credit risk over the life of the account taking into consideration existing economic conditions.

In excess of 90% of VITAS’ accounts receivable are from the Federal or state governments under Medicare and Medicaid. VITAS believes that it is reasonable to expect that the risk of non-payment as a result of credit issues from these government entities is zero. As such, there is no allowance for credit losses established related to these accounts. The remainder of VITAS’ accounts are from commercial insurance carriers. VITAS’ accounts are generally outstanding for 90 days or less and there are no significant amounts outstanding greater than one year. VITAS historically has not experienced significant write-offs due to credit losses. VITAS periodically reviews published default tables related to commercial insurance carriers and provides an allowance. VITAS assesses on a quarterly basis whether these default rates are expected to be representative of credit risk over the life of the account taking into consideration existing economic conditions.

As further discussed in footnote 5, Chemed has $37.9 million in standby letters of credit outstanding. These letters of credit are with large, highly rated financial institutions. The Company periodically reviews published default tables related to these institutions to assess the need for an allowance. Chemed believes that any expected credit loss related to outstanding letters of credit based on current economic conditions is not material.

In conjunction with its first and second quarter of 2020 closing process, subsequent to the adoption of ASU No. 2016-13, Roto-Rooter re-assessed its expected credit losses as a result of COVID-19. In addition to the historical provision matrix described above, and in conjunction with the quarterly assessment of current economic conditions and published default rates to evaluate credit risk over the life of the account, Roto-Rooter analyzed the industries from which the accounts receivable originated. Using available information

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and judgement, additional expected credit losses were recorded for industries deemed higher risk during the economic shut down, such as restaurants, hotels and bars. The additional charge taken for the three and six months ended June 30, 2020 related to expected credit losses from COVID-19 issues was $265,000 and $789,000, respectively. The full economic impact as a result of COVID-19 and the related business shut-downs will not be known for some period of time. The amount recorded for the three and six months ended June 30, 2020 represents management’s current best estimate.2020.

ADDITIONS
(CHARGED)
CREDITED
(CHARGED)
TO COSTS
CREDITED
BALANCE AT
AND
TO OTHER
BALANCE AT
1/1/2020
EXPENSES
ACCOUNTS
DEDUCTIONS
OTHER
6/30/2020
$
(353)
$
(871)
$
(475)
$
366
$
(92)
$
(1,425)

CORONAVIRUS AID, RELIEF AND ECONOMIC STIMULUS (CARES) ACT

The current COVID-19 pandemic did have a material impact on our results of operations, cash flow and financial position as of and for the three ~~and six~~ months ended ~~June 30, 2020.~~March 31, 2021. We are closely monitoring the impact of the pandemic on all aspects of our business including impacts to employees, customers, patients, suppliers and vendors. The Company’s two operating subsidiaries have been categorized as critical infrastructure businesses and are not currently materially limited by federal, state or local regulations that restrict movement or operating ability.

The length and severity of the pandemic, coupled with related governmental actions including relief acts and actions relating to our workforce at federal, state and local levels, and underlying economic disruption will determine the ultimate short-term and long-term impact to our business operations and financial results. We are unable to predict the myriad of possible issues that could arise or the ultimate effect to our businesses as a result of the unknown short, medium and long-term impacts that the pandemic will have on the United States economy and society as a whole.

On March 27, 2020, the CARES Act was passed. It is intended to provide economic relief to individuals and businesses affected by the coronavirus pandemic. It also contains provisions related to healthcare providers’ operations and the issues caused by the coronavirus pandemic. The following are significant economic impacts for Chemed and its subsidiaries as a result of specific provisions of the CARES Act:

A portion of the CARES Act provides $100 billion from the Public Health and Social Services Emergency Fund (“Relief Fund”) to healthcare providers on the front lines of the coronavirus response. Of this distribution, $30 billion was designated to be automatically distributed to facilities and healthcare providers based upon their 2019 Medicare fee-for-service revenue.

On April 10, 2020 VITAS automatically received $80.2 million from the Relief Fund based upon VITAS’s 2019 Medicare fee-for-service Medicare revenue. The main condition that is attached to the grant is that the money will be used “only for health care related expenses or lost revenues that are attributable to coronavirus”. HHS guidance does not specifically designate what healthcare expenses are related to COVID-19. The guidance to date is general and broad but does provide some examples such as equipment and supplies, workforce training, reporting COVID-19 test results, securing separate facilities for COVID-19 patients and acquiring additional resources to expand or preserve care delivery. VITAS has cared for approximately ~~1,500~~3,200 COVID positive patients through ~~June 30, 2020.~~March 31, 2021.

The additional conditions to the Relief Fund payment are specific in nature, such as the money cannot be used for gun control advocacy purposes, abortions, embryo research, etc. The Company is in compliance, and intends to maintain compliance, with these specific conditions. Based on this analysis, management believes that there is reasonable assurance that VITAS will comply with the conditions.

Chemed and its subsidiaries have deferred ~~its first and second quarter 2020 income tax payments totaling $19.0~~$36.4 million ~~to the Federal government until July 15, 2020,~~of certain employer payroll taxes as permitted by the CARES Act. ~~In addition, Chemed~~$18.2 million is classified as short-term and ~~its subsidiaries deferred $10.7~~$18.2 million ~~of certain employer payroll taxes and $2.9 million of certain state tax payments,~~is classified as ~~permitted by the CARES Act.~~a long-term liability.

During the period from May 1, 2020 through ~~December~~March 31, ~~2020,~~2021, the 2% Medicare sequestration reimbursement cut iswas suspended. For the three ~~and six~~ month period ended ~~June 30, 2020~~March 31, 2021 approximately ~~$4.2~~$6.0 million, was recognized as revenue due to the suspension of sequestration. In April 2021, legislation was signed into law that suspended sequestration through December 31, 2021.

There is no U.S. GAAP that covers accounting for such government “grants” to for-profit entities. As a result, the Company analogized to International Accounting Standard 20 – Accounting for Government Grants and Disclosures (“IAS 20”). Under IAS 20,

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once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses.

-8-

~~For the three months ended June 30, 2020, VITAS recognized $41.0 million in other operating income. The components of the amount recognized are as follows, (in thousands):~~


~~Hard costs~~	$	~~3,814~~
~~Incremental Medicare Cap~~		~~2,250~~
~~Incremental PTO~~		~~21,425~~
~~Lost revenue~~		~~13,500~~
~~Other operating income~~	$	~~40,989~~

~~Hard costs are primarily expenses paid to outside vendors for personal protection equipment and deep cleaning~~All CARES Act funds received were fully recognized as of ~~in-patient facilities. The incremental Medicare Cap is~~December 31, 2020. However, the ~~result~~rules concerning the utilization of ~~lower admissions in certain programs combined with~~ the additional 2% sequestration revenue. In April, VITAS provided an extra two weeks of paid time off to all frontline workers. Lost revenue was calculated based on a comparison of historical Average Daily Census (“ADC”) growth rates by service-line to actual growth rates experienced between April and June of 2020 reduced for uncertainties related to the ultimate affect the pandemic will have on or business.

~~LEASE ACCOUNTING~~

In February 2016, the FASB issued Accounting Standards Update “ASU No. 2016-02 Leases” which introduced a lessee model that brings most leases onto the balance sheets and updates lessor accounting to align with changes in the lessee model and the revenue recognition standard. This standard is also referred to as Accountings Standards Codification No.842 (“ASC 842”). We adopted ASC 842 effective January 1, 2019, using the optional transition method requiring leases existing at, or entered into after, January 1, 2019 to be recognized and measured. The transition method selected does not require adjustments to prior period amounts, whichfunds continue to ~~be reflected in accordance with historical accounting. In addition,~~evolve and we ~~elected the package of practical expedients permitted under the transition guidance within the new standard which among other things, allowed us to carry forward the historical lease classification.~~

Roto-Rooter purchases equipment and leases it to certain of its independent contractors. We analyzed these leases in accordance with ASC 842 and determined they are operating leases. As a result, Roto-Rooter will continue to ~~capitalize the equipment underlying these leases, depreciate the equipment and recognize rental income.~~

Adoption of the new standard resulted in right of use assets and lease liabilities of $93.1 million and $104.3 million, respectively, as of January 1, 2019. In determining the liability, we used our incremental borrowing rate based on the information available at the time of adoption, since the rate implicit in the leases cannot be readily determined. At January 1, 2019, the weighted average rate was 3.47%. The standard did not materially impact our consolidated net income or cash flows. We did not book a cumulative effect adjustment upon adoption of the standard.comply with those applicable to us.

CLOUD COMPUTING

On January 1, 2019, we early adopted ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. We adopted the ASU on a prospective basis.

As of ~~June 30, 2020,~~March 31, 2021, we have 2 cloud computing arrangements that are service contracts. Roto-Rooter is implementing a system to assist in technician dispatch and VITAS implemented a new human resources system. We have capitalized approximately ~~$9.0~~$9.4 million related to implementation of these projects which are included in prepaid assets in the accompanying balance sheets. The VITAS human resource system was placed into service in January 2020 and is being amortized over 5 years. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~$263,000~~$199,000 and ~~$525,000~~$262,000 has been ~~amortized.~~amortized, respectively. There has been 0no other amortization expense associated with the Roto-Rooter project, as the software has not yet been placed in service. We anticipate amortizing this asset over the original term of the arrangement plus renewal options that are reasonably certain of being exercised.

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~~NON-EMPLOYEE STOCK COMPENSATION~~INCOME TAXES

In ~~June 2018,~~December 2019, the FASB issued Accounting Standards Update “ASU No. ~~2018-07~~2019-12 – ~~Compensation – Stock Compensation”~~Simplifying the Accounting for Income Taxes”. The ASU ~~expands the scope of current~~adds new guidance to ~~include all share-based payment arrangements related~~simplify accounting for income taxes, changes the accounting for certain income tax transactions and makes minor improvements to the ~~acquisition of goods and services from both non-employees and employees.~~codifications. The ~~guidance in the~~ ASU is effective for the Company ~~in all fiscal years beginning after December 15, 2018. Adoption~~on January 1, 2021. The impact of ~~this standard had no material impact on our Consolidated Financial Statements.~~

~~INCOME TAXES~~adoption was not material.

Our effective income tax rate was ~~17.6%~~21.8% in the ~~second~~first quarter of ~~2020~~2021 compared to ~~21.1%~~18.9% during the ~~second~~first quarter of ~~2019.~~2020. Excess tax benefit on stock options reduced our income tax expenses by ~~$8.2~~$3.2 million and ~~$3.2~~$4.6 million, respectively for the quarters ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~

Our effective income tax rate was 18.1% in the first six months of 2020 compared to 17.1% during the first six months of 2019. Excess tax benefit on stock options reduced our income tax expenses by $12.8 million and $9.9 million, respectively for the first six months ended June 30, 2020 and 2019.2020.

NON-CASH TRANSACTIONS

Included in the accompanying Consolidated Balance Sheets are ~~$668,000~~$1.2 million and ~~$1.8~~$3.9 million of capitalized property and equipment which were not paid for as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively. These amounts have been excluded from capital expenditures in the accompanying Consolidated Statements of Cash Flow. There are no material non-cash amounts included in interest expense for any period presented.

BUSINESS COMBINATIONS

We account for acquired businesses using the acquisition method of accounting. All assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair value involves estimates and the use of valuation techniques when market value is not readily available. We use various techniques to determine fair value in accordance with accepted valuation models, primarily the income approach. The significant assumptions used in developing fair values include, but are not limited to, revenue growth rates, the amount and timing of future cash flows, discount rates, useful lives, royalty rates and future tax rates. The excess of purchase price over the fair value of assets and liabilities acquired is recorded as goodwill. See ~~footnote 17~~Note 16 for discussion of recent acquisitions.

Quarterly amortization of intangible assets is mainly driven by two Roto-Rooter franchise acquisitions completed in 2019. The total purchase price of these acquisitions was $138.0 million. As part of the purchase price allocation, approximately $59.2 million was determined to be the value of reacquired franchise rights which are being amortized over the remaining life of each franchise agreement. The average remaining life on the reacquired franchise agreements was approximately seven years. Quarterly amortization of reacquired franchise rights for these two acquisitions is approximately $2.0 million ($8.1 million annualized through 2026). This contrasts to quarterly franchise fees historically collected from these two franchisees of approximately $470,000 ($1.9 million annualized).

ESTIMATES

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying Notes. Actual results could differ from those estimates. Disclosures of after-tax expenses and adjustments are based on estimates of the effective income tax rates for the applicable segments.

2. Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update “ASU No. 2014-09 – Revenue from Contracts with Customers.” The standard and subsequent amendments are theoretically intended to develop a common revenue standard for removing

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inconsistencies and weaknesses, improve comparability, provide for more useful information to users through improved disclosure requirements and simplify the preparation of financial statements. The standard is also referred to as Accounting Standards Codification No. 606 (“ASC 606”). ~~We adopted ASC 606 effective January 1, 2018. The required disclosures of ASC 606 and impact of adoption are discussed below for each of our operating subsidiaries.~~

VITAS

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

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

Routine Home Care occurs when a patient receives hospice care in their home, including a nursing home setting. The routine home care rate is paid for each day that a patient is in a hospice program and is not receiving one of the other categories of hospice care. For Medicare patients, the routine home care rate reflects a two-tiered rate, with a higher rate for the first 60 days of a hospice patient’s care and a lower rate for days 61 and after. In addition, there is a

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Service Intensity Add-on payment which covers direct home care visits conducted by a registered nurse or social worker in the last seven days of a hospice patient’s life, reimbursed up to 4 hours per day in 15 minute increments at the continuous home care rate.

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

Continuous Home Care is provided to patients while at home, including a nursing home setting, during periods of crisis when intensive monitoring and care, primarily nursing care, is required in order to achieve palliation or management of acute medical symptoms. Continuous home care requires a minimum of 8 hours of care within a 24-hour day, which begins at midnight. The care must be predominantly nursing care provided by either a registered nurse or licensed nurse practitioner. While the published Medicare continuous home care rates are daily rates, Medicare pays for continuous home care in 15 minute increments. This 15 minute rate is calculated by dividing the daily rate by 96.

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

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

Care is provided to patients regardless of their ability to pay. Patients who meet our criteria for charity care are provided care without charge. There is no revenue or associated accounts receivable in the accompanying Consolidated Financial Statements related to charity care. The cost of providing charity care during the quarters ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ was ~~$1.7~~$2.0 million and $2.2 million, ~~respectively. The cost of providing charity care during the first six months ended June 30, 2020 and 2019 was $3.9 million and $4.3 million,~~

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respectively. The cost of charity care is included in cost of services provided and goods sold and is calculated by taking the ratio of charity care days to total days of care and multiplying by the total cost of care.

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

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

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

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Inpatient Cap. If the number of inpatient care days any hospice program provides to Medicare beneficiaries exceeds 20% of the total days of hospice care such program provided to all Medicare patients for an annual period beginning September 28, the days in excess of the 20% figure may be reimbursed only at the routine homecare rate. None of VITAS’ hospice programs exceeded the payment limits on inpatient services during the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Medicare Cap. We are also subject to a Medicare annual per-beneficiary cap (“Medicare cap”). Compliance with the Medicare cap is measured in one of two ways based on a provider election. The “streamlined” method compares total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by that Medicare provider number with the product of the per-beneficiary cap amount and the number of Medicare beneficiaries electing hospice care for the first time from that hospice program or programs from September 28 through September 27 of the following year. At ~~June 30, 2020,~~March 31, 2021, all our programs except one are using the “streamlined” method.

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

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

In 2013, the U.S. government implemented automatic budget reductions of 2.0% for all government payees, including hospice benefits paid under the Medicare program. In 2015, CMS determined that the Medicare cap should be calculated “as if” sequestration did not occur. As a result of this decision, VITAS has received notification from our third-party intermediary that an additional $~~9.1~~8.7 million is owed for Medicare cap in three programs arising during the 2013 through 2020 measurement periods. The amounts are automatically deducted from our semi-monthly PIP payments. We do not believe that CMS is authorized under the sequestration authority or the statutory methodology for establishing the Medicare cap to the amounts they have withheld and intend to withhold under their current “as if” methodology. We have appealed CMS’s methodology change. Pursuant to the recent legislation and the April extension, the sequestration has been lifted for the period from May 1, 2020 through December 31, ~~2020.~~2021.

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During the quarter ended March 31, 2021, we recorded $1.5 million in net Medicare cap revenue reduction related to two programs for the 2021 government fiscal year.

During the quarter ended ~~June 30,~~March 31, 2020, we recorded $~~5.8~~2.5 million in net Medicare cap revenue reduction related to five programs for the 2020 government fiscal year. During the quarter ended June 30, 2019, we recorded $2.4 million in net Medicare cap revenue reduction related to three programs for the 2019 government fiscal year. Additionally, we recorded $847,000 related to adjustments to prior year cap liabilities.

~~During the first six months ended June 30, 2020, we recorded $8.3 million~~ ~~in net Medicare cap revenue reduction related to five programs for the 2020 government fiscal year. During the first six months ended June 30, 2019, we recorded $5.8 million~~ ~~in net Medicare cap revenue reduction related to four programs for the 2019 government fiscal year. Additionally, we recorded $847,000 related to adjustments of prior year cap liabilities.~~

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

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The composition of patient care service revenue by payor and level of care for the quarter ended ~~June 30, 2020~~March 31, 2021 is as follows (in thousands):



	Medicare		Medicaid		Commercial		Total		Medicare		Medicaid		Commercial		Total
Routine home care	$	257,550	$	12,673		6,122	$	276,345	$	246,064	$	11,579		6,111	$	263,754
Continuous care		31,483		1,622		1,477		34,582		24,907		1,259		1,183		27,349
Inpatient care		22,448		2,311		1,109		25,868		25,438		2,473		1,245		29,156
	$	311,481	$	16,606	$	8,708	$	336,795	$	296,409	$	15,311	$	8,539	$	320,259

All other revenue - self-pay, respite care, etc.								2,109								2,938
Subtotal							$	338,904							$	323,197
Medicare cap adjustment								(5,750)								(1,500)
Implicit price concessions								(3,042)								(3,244)
Room and board, net								(2,647)								(2,665)
Net revenue							$	327,465							$	315,788

The composition of patient care service revenue by payor and level of care for the quarter ended ~~June 30, 2019 is as follows (in thousands):~~

Medicare
Medicaid
Commercial
Total
Routine home care
$
248,545
$
11,907
$
6,009
$
266,461
Continuous care
27,975
1,408
1,403
30,786
Inpatient care
19,282
2,117
1,495
22,894
$
295,802
$
15,432
$
8,907
$
320,141
All other revenue - self-pay, respite care, etc.
2,237
Subtotal
$
322,378
Medicare cap adjustment
(3,198)
Implicit price concessions
(3,720)
Room and board, net
(2,710)
Net revenue
$
312,750

~~The composition of patient care service revenue by payor and level of care for the six months ended June 30,~~March 31, 2020 is as follows (in thousands):


	Medicare		Medicaid		Commercial		Total		Medicare		Medicaid		Commercial		Total
Routine home care	$	511,505	$	24,806	$	11,787	$	548,098	$	253,965	$	12,133	$	5,664	$	271,762
Continuous care		68,615		3,493		3,029		75,137		37,132		1,871		1,552		40,555
Inpatient care		50,596		4,870		2,884		58,350		28,148		2,559		1,775		32,482
	$	630,716	$	33,169	$	17,700	$	681,585	$	319,245	$	16,563	$	8,991	$	344,799

All other revenue - self-pay, respite care, etc.								5,265								3,147
Subtotal							$	686,850							$	347,946
Medicare cap adjustment								(8,250)								(2,500)
Implicit price concessions								(7,192)								(4,149)
Room and board, net								(6,028)								(3,381)
Net revenue							$	665,380							$	337,916

‎

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~~The composition of patient care service revenue by payor and level of care for the six months ended June 30, 2019 is as follows (in thousands):~~

Medicare
Medicaid
Commercial
Total
Routine home care
$
489,978
$
23,581
$
11,753
$
525,312
Continuous care
56,949
3,195
2,886
63,030
Inpatient care
38,271
4,265
2,928
45,464
$
585,198
$
31,041
$
17,567
$
633,806
All other revenue - self-pay, respite care, etc.
4,242
Subtotal
$
638,048
Medicare cap adjustment
(6,598)
Implicit price concessions
(6,667)
Room and board, net
(5,252)
Net revenue
$
619,531

Roto-Rooter

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

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

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

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be granted credit subject to internally designated authority limits and credit check guidelines. If credit is granted, payment terms are generally 30 days or less.

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

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

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

Roto-Rooter owns the rights to certain territories and contracts with independent third-parties to operate the territory under Roto-Rooter’s registered trademarks. Such contracts are for a specified term but cancellable by either party without penalty with 90

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days’ advance notice. Under the terms of these arrangements, Roto-Rooter provides certain back office support and advertising along with a limited license to use Roto-Rooter’s registered trademarks. The independent contractor is responsible for all day-to-day management of the business including staffing decisions and pricing of services provided. All performance obligations of Roto-Rooter cease at the termination of the arrangement.

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

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

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

‎

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The composition of disaggregated revenue for the ~~second~~first quarter is as follows (in thousands):

June 30,
2020
2019
Short-term core service jobs
$
126,541
$
116,211
Water restoration
31,426
29,955
Contractor revenue
15,193
14,595
Franchise fees
1,210
1,623
All other
2,971
2,973
Subtotal
$
177,341
$
165,357
Implicit price concessions and credit memos
(2,607)
(4,523)
Net revenue
$
174,734
$
160,834

~~The composition of disaggregated revenue for the first six months is as follows (in thousands):~~


	June 30,				March 31,
	2020		2019		2021		2020
Short-term core service jobs	$	260,965	$	228,397	$	155,350	$	134,424
Water restoration		60,672		59,163		37,435		29,246
Contractor revenue		31,421		28,627		18,760		16,228
Franchise fees		2,400		3,245		1,327		1,190
All other		6,505		5,979		3,945		3,534
Subtotal	$	361,963	$	325,411	$	216,817	$	184,622
Implicit price concessions and credit memos		(9,346)		(9,324)		(5,245)		(6,740)
Net revenue	$	352,617	$	316,087	$	211,572	$	177,882

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3. Segments

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



	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
	2020		2019		2020		2019		2021		2020
After-tax Income/(Loss)

VITAS	$	60,245	$	37,339	$	101,524	$	66,626	$	40,770	$	41,279
Roto-Rooter		29,468		27,175		53,790		50,162		37,177		24,322
Total		89,713		64,514		155,314		116,788		77,947		65,601
Corporate		(7,612)		(13,785)		(17,322)		(21,392)		(12,547)		(9,710)
Net income	$	82,101	$	50,729	$	137,992	$	95,396	$	65,400	$	55,891

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
2020
Earnings
$
82,101
15,914
$
5.16
Dilutive stock options
-
383
Nonvested stock awards
-
76
Diluted earnings
$
82,101
16,373
$
5.01
2019
Earnings
$
50,729
15,928
$
3.18
Dilutive stock options
-
449
Nonvested stock awards
-
72
Diluted earnings
$
50,729
16,449
$
3.08


			Net Income
For the Three Months Ended March 31,		Income		Shares	Earnings per Share
2021
	Earnings	$	65,400	16,010	$	4.08
	Dilutive stock options		-	250
	Nonvested stock awards		-	50
	Diluted earnings	$	65,400	16,310	$	4.01

2020
	Earnings	$	55,891	15,991	$	3.50
	Dilutive stock options		-	446
	Nonvested stock awards		-	79
	Diluted earnings	$	55,891	16,516	$	3.38

Net Income
For the Six Months Ended June 30,
Income
Shares
Earnings per Share
2020
Earnings
$
137,992
15,953
$
8.65
Dilutive stock options
-
415
Nonvested stock awards
-
77
Diluted earnings
$
137,992
16,445
$
8.39
2019
Earnings
$
95,396
15,941
$
5.98
Dilutive stock options
-
474
Nonvested stock awards
-
74
Diluted earnings
$
95,396
16,489
$
5.79

For the three ~~and six~~ months ended ~~June 30, 2020,~~March 31, 2021, there were ~~285,000~~298,000 stock options excluded infrom the computation of dilutive earnings per share because they would have been anti-dilutive.

For the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, there were ~~246,000~~285,000 stock options excluded infrom the computation of dilutive earnings per share because they would have been anti-dilutive.

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5. Long-Term Debt and Lines of Credit

On June 20, 2018, we replaced our existing credit agreement with the Fourth Amended and Restated Credit Agreement (“2018 Credit Agreement”). Terms of the 2018 Credit Agreement consist of a five year, $450 million revolving credit facility and a $150 million expansion feature, which may consist of term loans or additional revolving commitments. The interest rate at the inception

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of the agreement is LIBOR plus 100 basis points. The 2018 Credit Agreement has a floating interest rate that is generally LIBOR plus a tiered additional rate which varies based on our current leverage ratio. The 2018 Credit Agreement includes transition provisions in the instance LIBOR is no longer published or used as an industry-accepted rate.

There is 0 debt outstanding as of ~~June 30, 2020.~~March 31, 2021.

The 2018 Credit Agreement contains the following quarterly financial covenants effective as of ~~June 30, 2020:~~March 31, 2021:



Description		Requirement

Leverage Ratio (Consolidated Indebtedness/Consolidated Adj. EBITDA)		< 3.50 to 1.00

Fixed Charge Coverage Ratio (Consolidated Free Cash Flow/Consolidated Fixed Charges)		> 1.50 to 1.00

We are in compliance with all debt covenants as of ~~June 30, 2020.~~March 31, 2021. We have issued $37.9 million in standby letters of credit as of ~~June 30, 2020,~~March 31, 2021, mainly for insurance purposes. Issued letters of credit reduce our available credit under the 2018 Credit Agreement. As of ~~June 30, 2020,~~March 31, 2021, we have approximately $412.1 million of unused lines of credit available and eligible to be drawn down under our revolving credit facility.

~~6. Other Operating Expenses/(Income)~~

Three months ended June 30,
Six months ended June 30,
2020
2019
2020
2019
CARES Act grant
$
(40,989)
$
-
$
(40,989)
$
-
(Gain)/loss on disposal of fixed assets
(395)
304
(153)
657
Transportation equipment held for sale
-
2,266
-
2,266
Litigation settlement
-
-
-
6,000
Total other operating expenses
$
(41,384)
$
2,570
$
(41,142)
$
8,923

7.6. Other Income/(Expense)~~/Income~~ – Net

Other income/(expense)~~/income~~ – net comprises the following (in thousands):



	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
	2020		2019		2020		2019		2021		2020
Market value adjustment on assets held in	Market value adjustment on assets held in								Market value adjustment on assets held in
deferred compensation trust	$	7,408	$	(130)	$	(2,164)	$	2,207	$	3,038	$	(9,572)
Interest income		116		112		225		214		92		109
Other-net		(10)		31		(13)		31		472		(3)
Total other (expense)/income - net	$	7,514	$	13	$	(1,952)	$	2,452
Total other income/(expense) - net									$	3,602	$	(9,466)

8.7. Leases

Chemed and each of its operating subsidiaries are service companies. As such, real estate leases comprise the largest lease obligation (and conversely, right of use asset) in our lease portfolio. VITAS has leased office space, as well as space for ~~IPUs~~inpatient units (“IPUs”) and/or contract beds within hospitals. Roto-Rooter mainly has leased office space. Our leases have remaining terms of under 1 year to 10 years, some of which include options to extend the lease for up to 5 years, and some of which include options to terminate the lease within 1 year.

Roto-Rooter purchases equipment and leases it to certain of its independent contractors. We analyzed these leases in accordance with ASC 842 and determined they are operating leases. As a result, Roto-Rooter will continue to capitalize the equipment underlying these leases, depreciate the equipment and recognize rental income.

We do not currently have any finance leases, therefore all lease information disclosed is related to operating leases.

‎

-1714-

The components of balance sheet information related to leases were as follows:

‎June 30,

‎December 31,
2020
2019
Assets
Operating lease assets
$
128,418
$
111,652
Liabilities
Current operating leases
36,093
39,280
Noncurrent operating leases
104,444
86,656
Total operating lease liabilities
$
140,537
$
125,936

~~The components of lease expense for the second quarter is as follows (in thousands):~~

Three months ended June 30,
2020
2019
Lease Expense (a)
Operating lease expense
$
15,103
$
11,573
Sublease income
(7)
-
Net lease expense
$
15,096
$
11,573


	‎March 31,		‎December 31,
	2021		2020
Assets
Operating lease assets	$	124,104	$	123,448

Liabilities
Current operating leases		37,897		36,200
Noncurrent operating leases		98,813		99,210
Total operating lease liabilities	$	136,710	$	135,410

The components of lease expense for the first ~~six months~~quarter is as follows (in thousands):


	Six months ended June 30,				Three months ended March 31,
	2020		2019		2021		2020
Lease Expense (a)
Operating lease expense	$	29,731	$	23,098	$	15,388	$	14,610
Sublease income		(7)		(6)		(45)		-
Net lease expense	$	29,724	$	23,092	$	15,343	$	14,610

(a)Includes short-term leases and variable lease costs, which are immaterial. Included in both cost of services provided and goods sold and selling, general and administrative expenses.

The components of cash flow information related to leases were as follows:


	Six months ended ‎June 30,				Three months ended ‎March 31,
	2020		2019		2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from leases	$	24,967	$	20,201	$	12,850	$	12,028

Leased assets obtained in exchange for new operating lease liabilities	$	40,133	$	15,944	$	13,776	$	12,583


Weighted Average Remaining Lease Term at ~~June 30, 2020~~March 31, 2021
Operating leases	~~5.1~~4.9	years


Weighted Average Discount Rate at ~~June 30, 2020~~March 31, 2021
Operating leases	~~3.1~~2.66	%

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Maturity of Operating Lease Liabilities (in thousands)

2020	$	23,512
2021		37,394	$	35,241
2022		28,283		32,667
2023		21,331		25,209
2024		15,508		19,451
2025				13,547
Thereafter		26,475		19,801
Total lease payments	$	152,503	$	145,916
Less: interest		(11,675)		(9,206)
Less: future lease obligations not yet commenced		(291)
Total liability recognized on the balance sheet	$	140,537	$	136,710

For leases commencing prior to April 2019, minimum rental payments exclude payments to landlords for real estate taxes and common area maintenance. Operating lease payments include $2.3 million related to extended lease terms that are reasonably certain of being ~~exercised and exclude $291,000 lease payments for~~exercised. There are no leases signed but not yet commenced.

9.8. Stock-Based Compensation Plans

On February ~~21, 2020,~~19, 2021, the Compensation/Incentive Committee of the Board of Directors (“CIC”) granted ~~5,156~~6,277 Performance Stock Units (“PSUs”) contingent upon the achievement of certain total shareholder return (“TSR”) targets as compared to the TSR of a

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group of peer companies for the three year period ending December 31, ~~2022,~~2023, 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 ~~$3.3~~$3.8 million.

On February ~~21, 2020,~~19, 2021, the CIC also granted ~~5,156~~6,277 PSUs contingent upon the achievement of certain earnings per share (“EPS”) targets for the three year period ending December 31, ~~2022.~~2023. At the end of each reporting period, the Company estimates the number of shares that it believes will ultimately be earned and records the corresponding expense over the service period of the award. We currently estimate the cumulative compensation cost of the EPS-based PSUs to be recorded over the three year service period is ~~$5.0~~$3.1 million.

~~10.~~

9. Retirement Plans

All of the Company’s plans that provide retirement and similar benefits are defined contribution plans. These expenses include the impact of market gains and losses on assets held in deferred compensation plans and are recorded in selling, general and administrative expenses. Net (losses)/gains for the Company’s retirement 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,
2020
2019
2020
2019
$
11,354
$
3,796
$
6,940
$
10,710



Three months ended March 31,
2021		2020
$	8,699	$	(4,414)

~~11.~~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, which can result in penalties including repayment obligations, funding withholding, or debarment, as well as to lawsuits, including qui tam actions. The following sections describe the various ongoing material lawsuits and investigations of which the Company is currently aware. Other than as described below, it is not possible at this time for us to estimate either the timing or outcome of any of those matters, or whether any potential loss, or range of potential losses, is probable or reasonably estimable.

Regulatory Matters and Litigation

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

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

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reports regarding compliance with federal healthcare programs. In the event of breach of the CIA, VITAS could become liable for payment of stipulated penalties or could be excluded from participation in federal healthcare programs.

The Company entered into a settlement agreement in March 2019 that ~~will resolve~~resolved the California state-wide wage and hour class action claims raised in four separate cases: (1) Jordan A. Seper on behalf of herself and others similarly situated v. VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corp of CA, a business entity unknown; and DOES 1 to 100, inclusive; Los Angeles Superior Court Case Number BC 642857 (“Seper”); (2) Jiwan Chhina v. VITAS Health Services of California, Inc., a California corporation; VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corporation of California, a Delaware corporation dba VITAS Healthcare Inc.; and DOES 1 to 100, inclusive; San Diego Superior Court Case Number 37-2015-00033978-CU-OE-CTL (“Chhina”) (which was subsequently merged with Seper); (3) Chere Phillips and Lady Moore v. VITAS Healthcare Corporation of California, Sacramento County Superior Court, Case No. 34-2017-0021-2755 (“Phillips and Moore”); and (4) Williams v. VITAS Healthcare Corporation of California, Alameda County Superior Court Case No. RG 17853886 (“Williams”). These actions were brought by both current and former employees including a registered nurse, a licensed vocational nurse (LVN), home health aides and a social worker. Each action stated multiple claims generally including (1) failure to pay minimum wage for all hours worked; (2) failure to provide overtime for all hours worked; (3) failure to pay wages for all hours at the regular rate; (4) failure to provide meal periods; (5) failure to provide rest breaks; (6) failure to provide complete and accurate wage statements; (7) failure to pay for all reimbursement expenses; (8) unfair business practices; and (9) violation of the California Private Attorneys General Act. The cases generally asserted claims on behalf of classes defined to include all current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of each lawsuit.

-~~For additional procedural history of these cases, please refer to our prior quarterly and annual filings.~~16-

The settlement amount of $5.75 million plus employment taxes was recorded in the first quarter of 2019. ~~As of December 31, 2019, $6.0 million was accrued in the accompanying Consolidated Balance Sheet.~~ The definition of the class to participate in the settlement is intended to cover claims raised in the consolidated Seper/Chhina matter, claims raised in Phillips and Moore, as well as any class claims in Williams. ~~On January 28, 2020, the~~The court granted ~~preliminary approval of the settlement. A notice of the proposed settlement has been sent to the members of the class by the class claims administrator. The court has re-set the date for the~~ final approval of the settlement hearing ~~for~~in December ~~8, 2020.~~of 2020 and the settlement was paid in the first quarter of 2021.

Alfred Lax (“Lax”), a ~~current~~former employee of Roto-Rooter Services Company (“RRSC”)~~, was hired in RRSC’s Menlo Park branch in 2007. On November 30, 2018, Lax~~ filed a class action lawsuit in Santa Clara County Superior Court in November of 2018 alleging (1) failure to provide or compensate for required rest breaks; (2) failure to properly pay for all hours worked; (3) failure to provide accurate wage statements; (4) failure to reimburse for work-related expenses; and (5) unfair business practices. Lax stated these claims as a representative of a class defined as all service technicians employed by RRSC in California during the four years preceding the filing of the complaint. He seeks a determination that the action may proceed and be maintained as a class action and for compensatory and statutory damages (premium payments for missed rest periods, uncompensated rest periods, wages for time allegedly not paid such as travel time, repair time, and vehicle maintenance time, and unreimbursed expenses), penalties and restitutions, pre- and post-judgement interest and attorneys’ fees and costs. The lawsuit is, Alfred Lax on behalf of himself and all others similarly situated v. Roto-Rooter Services Company, and Does 1 through 50 inclusive; Santa Clara County Superior Court Case Number ~~18CV338652.The~~18CV338652. The Company ~~intends~~entered into a settlement agreement in August 2020 to ~~defend vigorously against~~resolve the allegations, for a settlement amount of $2.6 million plus employment taxes. The settlement includes technicians in its Menlo Park and Bristol locations. The settlement was recorded in the third quarter of 2020. Final approval of the settlement was granted in the first quarter of 2021 and the settlement was paid.

~~Lax~~

~~lawsuit.~~On October 16, 2020, VITAS received a Civil Investigative Demand (“CID”) issued by the U.S. Department of Justice pursuant to the False Claims Act concerning allegations of the submission of false claims for hospice services for which reimbursement was sought from federal healthcare programs, including Medicare. The CID has requested information regarding 32 patients from our Florida operations. We are cooperating with the U.S. Department of Justice with respect to this investigation. The Company cannot predict when the investigation will be resolved or the outcome of the investigation.

Regardless of the outcome of any of the preceding matters, dealing with the various regulatory agencies and opposing parties can adversely affect us through defense costs, potential payments, withholding of governmental funding, 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.

~~12.~~11. Concentration of Risk

As of ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, approximately ~~74%~~63% and ~~71%~~74%, respectively, of VITAS’ total accounts receivable balance were from Medicare and ~~22%~~28% and ~~24%~~20%, respectively, of VITAS’ total accounts receivable balance were due from various state Medicaid or managed Medicaid programs. Combined accounts receivable from Medicare, Medicaid, and managed Medicaid represent approximately 75% of the consolidated net accounts receivable in the accompanying consolidated balance sheets as of ~~June 30, 2020.~~March 31, 2021.

VITAS has a pharmacy services contract with 1 service provider for specified pharmacy services related to its hospice operations. A large majority of VITAS’ pharmaceutical purchases are from this vendor. The pharmaceuticals purchased by VITAS are available through many providers in the United States. However, a disruption from VITAS’ main service provider could adversely impact VITAS’ operations, including temporary logistical challenges and increased cost associated with getting medication to our patients.

~~13.~~12. Cash Overdrafts and Cash Equivalents

There are 0 cash overdrafts payable included in accounts payable at ~~June 30, 2020 (December~~March 31, ~~2019 - $9.8 million).~~2021 or December 31, 2020.

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

~~14.~~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.

-17-

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of ~~June 30, 2020~~March 31, 2021 (in thousands):


				Fair Value Measure								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)		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	$	80,113	$	80,113	$	-	$	-	$	93,705	$	93,705	$	-	$	-
Total debt		-		-		-		-

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of December 31, ~~2019~~2020 (in thousands):


				Fair Value Measure								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)		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	$	77,446	$	77,446	$	-	$	-	$	88,811	$	88,811	$	-	$	-
Total debt		90,000		-		90,000		-

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

~~15.~~14. Capital Stock Repurchase Plan Transactions

We repurchased the following capital stock:



	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
	2020		2019		2020		2019		2021		2020

Total cost of repurchased shares (in thousands)	$	21,914	$	22,676	$	122,148	$	71,926	$	44,768	$	100,235
Shares repurchased		50,000		69,009		275,000		219,009		100,000		225,000
Weighted average price per share	$	438.27	$	328.59	$	444.18	$	328.41	$	447.67	$	445.49

In March 2020, the Board of Directors authorized an additional $250.0 million for stock repurchase under Chemed’s existing share repurchase program. We currently have ~~$231.9~~$133.7 million of authorization remaining under this share repurchase plan.

-21-

~~16.~~15. Recent Accounting Standards

In March 2020, the FASB issued Accounting Standards Update “ASU No. 2020-04 - Reference Rate Reform”. The update provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate expected to be discontinued. The update is effective for all entities as of March 12, 2020 and will apply through December 31, 2022. The interest rate charged on borrowings from our existing revolver is based on LIBOR. The credit agreement includes provisions for modifying the interest rate in the instance that LIBOR is discontinued. As a result, no contract modifications will be required when LIBOR is discontinued.

In December 2019, the FASB issued Accounting Standards Update “ASU No. 2019-12 – Simplifying the Accounting for Income Taxes”. The ASU adds new guidance to simplify accounting for income taxes, changes the accounting for certain income tax transactions and makes minor improvements to the codifications. The ASU is effective for the Company on January 1, 2021. We are currently evaluating the impact of this standard on our consolidated financial statements.

~~17.~~16. Acquisitions

On June 1, 2020, we completed the acquisition of a Roto-Rooter franchise and the related assets in Bloomington, IN for $2.2 million in cash.

On August 2, 2019, we entered into an Asset Purchase Agreement (the “Agreement”) to purchase substantially all of the assets of HSW RR, Inc., a Delaware corporation (“HSW”) and certain related assets of its affiliates, for $120 million, subject to a working capital adjustment that resulted in an additional $1.4 million payment to HSW. HSW owned and operated fourteen Roto-Rooter franchises mainly in the southwestern section of the United States, including Los Angeles, Dallas and Phoenix. Included in the assets purchased were the assets of Western Drain Supply, Inc., a plumbing supply company. The purchase was made using a combination of cash on-hand and borrowings under Chemed’s existing $450 million revolving credit facility. ~~On September 16, 2019, we completed the acquisition.~~

~~On July 1, 2019, we completed the acquisition of a Roto-Rooter franchise and the related assets in Oakland, CA for $18.0 million in cash.~~
‎

The acquisitions were made as a continuation of Roto-Rooter’s strategy to re-acquire franchises in large markets in the United States. The allocation for the two acquisitions completed in 2019 is as follows (in thousands):

HSW
Oakland
Total
Goodwill
$
56,191
$
10,535
$
66,726
Reacquired franchise rights
52,980
6,190
59,170
Property, plant, and equipment
5,998
675
6,673
Working capital
3,760
22
3,782
Customer relationships
2,220
500
2,720
Non-compete agreements
140
100
240
Other assets and liabilities - net
128
23
151
$
121,417
$
18,045
$
139,462

Reacquired franchise rights, included in identifiable intangibles on the Consolidated Balance Sheets, are amortized over the period remaining in each individual franchise agreement. The average amortization period for reacquired franchise rights for the acquisitions made in the third quarter of 2019 is 7.4 years.

~~The franchise fee revenue, the valuation of reacquired franchise rights and amortization for the acquired franchises are as follows:~~

Annualized
Valuation
Amortization of
2018 Franchise
of Reacquired
Reacquired
Revenue
Franchise Rights
Franchise Rights
HSW
$
1,782
$
52,980
$
7,258
Oakland
95
6,190
825
Subtotal
1,877
$
59,170
$
8,083
All other franchise territories
4,505
$
6,382

-2218-

~~Amortization of reacquired franchise rights comprises the following (in thousands):~~

Three months ended June 30,
Six months ended June 30,
2020
2019
2020
2019
$
2,352
$
331
$
4,704
$
772

Customer relationships, included in identifiable intangibles on the Consolidated Balance Sheets, are amortized over an average amortization period of 20.4 years. Non-compete agreements are amortized over the period of the agreement. The average amortization period for non-compete agreements for the transactions made in the third quarter of 2019 is 4.0 years.

Goodwill is assessed for impairment on a yearly basis as of October 1. The primary factor that contributed to the purchase price resulting in the recognition of goodwill is operational efficiencies expected as a result of consolidating stand- alone franchises and Roto-Rooter’s network of nationwide branches. All goodwill recognized is deductible for tax purposes.

The pro forma revenue and earnings of the Company for the three and six months ended June 30, 2019, as if all acquisitions made in fiscal 2020 and 2019 were completed on January 1, 2019, are as follows: (in thousands, except per share data):

Three months ended June 30,
Six months ended June 30,
2020
2019
2020
2019
Service revenues and sales
$
502,389
$
495,847
$
1,018,377
$
980,143
Net income
$
82,133
$
54,491
$
138,050
$
102,475
Earnings per share
$
5.16
$
3.42
$
8.65
$
6.43
Diluted earnings per share
$
5.02
$
3.31
$
8.39
$
6.21

Shown below is movement in Goodwill (in thousands):

VITAS
Roto-Rooter
Total
Balance at December 31, 2019
$
333,331
$
244,036
$
577,367
Business combinations
-
1,193
1,193
Foreign currency adjustments
-
(69)
(69)
Balance at June 30, 2020
$
333,331
$
245,160
$
578,491


	VITAS		Roto-Rooter		Total
Balance at December 31, 2020	$	333,331	$	245,254	$	578,585
Foreign currency adjustments		-		33		33
Balance at March 31, 2021	$	333,331	$	245,287	$	578,618

‎

-2319-

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 June 30,						Six months ended June 30,						Three months ended March 31,
	2020			2019			2020			2019			2021			2020
Service revenues and sales	$	502,199		$	473,584		$	1,017,997		$	935,618		$	527,360		$	515,798
Net income	$	82,101		$	50,729		$	137,992		$	95,396		$	65,400		$	55,891
Diluted EPS	$	5.01		$	3.08		$	8.39		$	5.79		$	4.01		$	3.38
Adjusted net income	$	72,223		$	55,215		$	132,938		$	103,390		$	72,370		$	60,715
Adjusted diluted EPS	$	4.41		$	3.36		$	8.08		$	6.27		$	4.44		$	3.68
Adjusted EBITDA	$	108,741		$	85,089		$	201,770		$	159,888		$	108,519		$	93,029
Adjusted EBITDA as a % of revenue		21.7	%		18.0	%		19.8	%		17.1	%		20.6	%		18.0	%

Adjusted net income, adjusted diluted EPS, earnings before interest, taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA and Adjusted EBITDA as a percent of revenue are not measures derived in accordance with US GAAP. We provide non-GAAP measures to help readers evaluate our operating results and to compare our operating performance with that of similar companies that have different capital structures. Our non-GAAP measures should not be considered in isolation or as a substitute for comparable measures presented in accordance with GAAP. A reconciliation of our non-GAAP measures is presented on pages ~~39-41.~~27-28.

For the three months ended ~~June 30, 2020,~~March 31, 2021, the increase in consolidated service revenues and sales was driven by an ~~8.6%~~18.9% increase at Roto-Rooter and a 4.7% increase at VITAS. The increase in service revenues at Roto-Rooter was driven by an increase mainly in excavation, water restoration, and drain cleaning as well as a result of acquisitions completed in 2019. The increase in service revenues at VITAS is comprised primarily of a 2.8% increase in days-of-care, a geographically weighted average Medicare reimbursement rate increase of approximately 5.4%, and acuity mix shift which reduced the blended average Medicare rate increase approximately 3.0%. See page 42 for additional VITAS operating metrics.

~~For the six months ended June 30, 2020, the increase in consolidated service revenues and sales was driven~~offset by a ~~11.6% increase at Roto-Rooter and a 7.4% increase~~6.5% decrease at VITAS. The increase in service revenues at Roto-Rooter was driven by an increase in ~~almost~~ all major service lines ~~as well as a result of acquisitions completed in 2019.~~for residential customers. The ~~increase~~decrease in service revenues at VITAS is comprised primarily of a ~~4.3% increase~~7.1% decrease in days-of-care offset by a geographically weighted average Medicare reimbursement rate increase (including the suspension of sequestration on May 1, 2020) of approximately ~~5.2%, and acuity~~2.8%. Acuity mix shift ~~which reduced~~had a net impact of reducing revenue approximately $9.1 million, or 2.7% in the ~~blended~~quarter when compared to the prior year revenue and level-of-care mix. The combination of a lower Medicare ~~rate increase~~cap and other contra revenue changes offset a portion of the revenue decline by approximately ~~2.0%.~~50 basis points. See page 4229 for additional VITAS operating metrics.

The current COVID-19 pandemic did have a material impact on our business operations, results of operations, cash flow and financial position as of and for the three ~~and six~~ months ended ~~June 30, 2020.~~March 31, 2021 and 2020, respectively. We are closely monitoring the impact of the pandemic on all aspects of our business including impacts to employees, customers, patients, suppliers and vendors. The Company’s two operating subsidiaries have been categorized as critical infrastructure businesses and are not currently materially limited by federal, state or local regulations that restrict movement or operating ability.

The continued health of our workforce cannot be predicted during the pandemic. Significant shortages of labor could inhibit the ability of both VITAS and Roto-Rooter to perform services. The inability to procure personal-protective equipment, and to protect worker health and customer safety, could negatively impact the health of our workforce. A portion of our workforce is currently working from remote locations on a regular basis which increases both operational and cybersecurity risks.

VITAS is working closely with hospitals, doctors and other healthcare providers. The response of these healthcare providers to the pandemic may limit VITAS’ ability to provide care and may result in fewer referrals. A prolonged or severe economic downturn may significantly impact Roto-Rooter’s service revenue. A significant disruption in the supply chain for critical items needed by either VITAS or Roto-Rooter could inhibit our ability to provide services or significantly increase the cost of providing those services.

-24-

On April 10, 2020 VITAS automatically received $80.2 million from the Relief Fund based upon VITAS’s 2019 Medicare fee-for-service Medicare revenue. The main condition that is attached to the grant is that the money will be used “only for health care related expenses or lost revenues that are attributable to coronavirus”. HHS guidance does not specifically designate what healthcare expenses are related to COVID-19. The guidance to date is general and broad but does provide some examples such as equipment and supplies, workforce training, reporting COVID-19 test results, securing separate facilities for COVID-19 patients and acquiring additional resources to expand or preserve care delivery. VITAS has cared for approximately 1,500 COVID positive patients through June 30, 2020.

Chemed deferred its first and second quarter 2020 income tax payments totaling $19.0 million to the Federal government until July 15, 2020, as permitted by the CARES Act. In addition, Chemed and its subsidiaries deferred $10.7 million of certain employer payroll taxes and $2.9 million of certain state tax payments, as permitted by the CARES Act.

During the period from May 1, 2020 through December 31, 2020, the 2% Medicare sequestration reimbursement cut is suspended. For the three and six month period ended June 30, 2020 approximately $4.2 million was recognized as revenue due to the suspension of sequestration.

~~There is no U.S. GAAP that covers such accounting for government “grants” to for-profit entities. As a result, the Company analogized to International Accounting Standard 20 –~~ ~~Accounting for Government Grants and Disclosures~~ (“IAS 20”). Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses.

~~For the three and six months ended June 30, 2020, the Company recognized $41.0 million in other operating income. The components of the amount recognized are as follows, (in thousands):~~


~~Hard costs~~	$	~~3,814~~
~~Incremental Medicare Cap~~		~~2,250~~
~~Incremental PTO~~		~~21,425~~
~~Lost revenue~~		~~13,500~~
~~Other operating income~~	$	~~40,989~~

Hard costs are primarily expenses paid to outside vendors for personal protection equipment and deep cleaning of in-patient facilities. The incremental Medicare Cap is the result of lower admissions in certain programs combined with the additional 2% sequestration revenue. In April, VITAS provided an extra two weeks of paid time off to all frontline workers. Lost revenue was calculated based on a comparison of historical Average Daily Census (“ADC”) growth rates by service-line to actual growth rates experienced between April and June of 2020 reduced for uncertainties related to the ultimate affect the pandemic will have on our business.

The situation surrounding COVID-19 remains fluid. We evaluate our cash flow, liquidity and capital resources on a daily basis. VITAS and Roto-Rooter continue to operate and have positive net income and operating cash flow. We have $412.1 million available for borrowing under our $450 million revolving line-of-credit.

On August 6, 2019, the Centers for Medicare and Medicaid Services released the fiscal year 2020 hospice wage index and payment rate update (“FY 2020 update”). The FY 2020 update includes the normal yearly inflationary increase by level of care plus a rebasing of the continuous care, inpatient care and respite care rates. The rebasing of these levels of care was to reflect non-inflationary changes in providers’ costs over time. The rebasing increased the national average reimbursement rate for continuous care by 39.9%

-25-

~~and inpatient care by 34.7%. Respite care is not material to our operations. The rebasing of these levels of care was effective on October 1, 2019.~~

On August 2, 2019, we entered into an Asset Purchase Agreement (the “Agreement”) to purchase substantially all of the assets of HSW RR, Inc., a Delaware corporation (“HSW”) and certain related assets of its affiliates, for $120 million, subject to a working capital adjustment. HSW owned and operated fourteen Roto-Rooter franchises mainly in the southwestern section of the United States, including Los Angeles, Dallas and Phoenix. Included in the assets purchased were the assets of Western Drain Supply, Inc., a plumbing supply company. The purchase was made using a combination of cash on-hand and borrowings under Chemed’s existing $450 million revolving credit facility. ~~On September 16, 2019, we completed the acquisition.~~

~~On July 1, 2019, we completed the acquisition of a Roto-Rooter franchise and the related assets in Oakland, CA for $18.0 million in cash.~~

~~The franchise fee revenue, the valuation of reacquired franchise rights and amortization for the acquired franchises are as follows:~~

Multiple of Annual
Annualized
Valuation
Franchise Fees
Amortization of
2018 Franchise
of Reacquired
to Reacquired
Reacquired
Revenue
Franchise Rights
Franchise Rights
Franchise Rights
HSW
$
1,782
$
52,980
29.7
yrs
$
7,258
Oakland
95
6,190
65.2
825
Subtotal
1,877
$
59,170
31.5
yrs
$
8,083
All other franchise territories
4,505
$
6,382

~~Amortization of reacquired franchise agreements comprises the following (in thousands):~~

Three months ended June 30,
Six months ended June 30,
2020
2019
2020
2019
$
2,352
$
331
$
4,704
$
772

Historically, Chemed earnings guidance has been developed using previous years’ key operating metrics which are then modeled and projected out for the calendar year. Critical within these projections is the understanding of traditional patterned correlations among key operating metrics. Once we complete this phase of our projected operating results, we would then modify the projections for the timing of price increases, changes in commission structure, wages, marketing programs and a variety of continuous improvement initiatives that our business segments plan on executing over the coming year. This modeling exercise also takes into consideration anticipated industry and macro-economic issues outside of management’s control but are somewhat predictable in terms of timing and impact on our business segments’ operating results.

The ~~2020~~ pandemic has made accurate modeling and providing meaningful earnings guidance for Chemed exceptionally challenging. Federal, state and local government authorities are forced to make swift decisions ~~affecting~~within our healthcare system, labor pools and general economy. These governmental decisions have the potential for an immediate and material impact on VITAS and Roto-Rooter operating ~~results.~~

Over the past four months, Chemed has been able to successfully navigate within this rapidly changing environment and produce operating results that we believe provide us with the ability to provide guidance for the remainder of the calendar year. However, this guidance should be taken with the recognition the pandemic will continue to materially disrupt all aspects of our healthcare system and general economy and thus materially impact our ability to achieve this guidance.

Revenue growth for VITAS in 2020, prior to Medicare cap, is estimated to be in the range of 5% to 7%. Average Daily Census in 2020 is estimated to expand approximately 2% to 4%. Full-year Adjusted EBITDA margin, prior to Medicare cap, is estimated to be 19% to 20%. We are currently estimating $17 million for Medicare cap billing limitations for calendar year 2020. We also anticipate the $80.2 million of CARES Act funds, formulaically calculated by the federal government based upon our 2019 Medicare fee-for-service revenue, will be adequate to cover increased costs specifically related to operating VITAS during the pandemic as well as any incremental Medicare cap billing limitations triggered from declines in Medicare admissions. Chemed’s full year adjusted earnings per

-2620-

~~share guidance eliminates any financial benefit from the CARES Act funds that relate to lost revenue.~~results. We anticipate ~~returning any unused CARES Act funds to the federal government at the end~~providing updated 2021 earnings guidance in July of 2021 as part of the pandemic measurement period. Roto-Rooter is forecasted to achieve full-year 2020 revenue growth of 9% to 10%. Roto-Rooter’s Adjusted EBITDA margin for 2020 is estimated to be in the range of 23% to 25%.June 30, 2021 earnings press release. We anticipate that our operating income and cash flows will be sufficient to operate our businesses and meet any commitments for the foreseeable future.

Financial Condition

Liquidity and Capital Resources

Material changes in the balance sheet accounts from December 31, ~~2019~~2020 to ~~June 30, 2020~~March 31, 2021 include the following:

A ~~$11.3~~$22.1 million decrease in accounts receivable due to timing of receipts.

A ~~$14.4~~$15.3 million ~~decrease~~increase in ~~accounts payable~~income taxes due to timing of payments.

A ~~$19.6~~$17.4 million ~~increase in income taxes mainly due to the deferral of the first and second quarter federal payments as permitted by the CARES Act.~~

~~A $9.7 million increase~~decrease in accrued compensation due to ~~accrual of additional paid time off for VITAS front line works offset by~~ the payments of cash bonuses in the first quarter of ~~2020.~~2021.

An $8.5 million decrease in accrued legal as a result of the payments of two legal settlements.

A ~~$39.2 million increase in the unutilized portion of the CARES Act grant received in the second quarter of 2020.~~

~~A $90.0 million decrease in long-term debt due to payments made in the second quarter of 2020.~~

~~A $10.9 million increase in other liabilities mainly due to the deferral of certain payroll taxes as permitted by the CARES Act.~~

~~A $147.4~~$53.7 million increase in treasury stock due mainly to stock repurchases.

Net cash provided by operating activities increased ~~$168.9~~$17.4 million from ~~June 30, 2019~~March 31, 2020 to ~~June 30, 2020.~~March 31, 2021. The main drivers of the increase ~~relate to the receipt of $80.2 million~~are an increase in ~~CARES Act grant funds and the deferral of certain~~net income and ~~payroll tax payments as permitted by the CARES Act. Additionally, significant~~a decrease in accounts receivable. Significant changes in our accounts receivable balances are typically driven by the timing of payments received from the Federal government at our VITAS subsidiary. We typically receive a payment in excess of $40.0 million from the Federal government for hospice services every other Friday. The timing of a period end will have a significant impact on the accounts receivable at VITAS. These changes generally normalize over a two year period, as cash flow variations in one year are offset in the following year.

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

On June 20, 2018, we ~~replaced our existing credit agreement with~~signed the Fourth Amended and Restated Credit Agreement (“2018 Credit Agreement”). Terms of the 2018 Credit Agreement consist of a five year, $450 million revolving credit facility and a $150 million expansion feature, which may consist of term loans or additional revolving commitments. The revolving credit facility has a five year maturity with principal payments due at maturity. The interest rate at the inception of the agreement was LIBOR plus 100 basis points. The 2018 Credit Agreement has a floating interest rate that is generally LIBOR plus a tiered additional rate which varies based on our current leverage ratio. We have no debt outstanding under the 2018 Credit Agreement as of March 31, 2021.

We have issued $37.9 million in standby letters of credit as of ~~June 30, 2020,~~March 31, 2021, mainly for insurance purposes. Issued letters of credit reduce our available credit under the revolving credit agreement. As of ~~June 30, 2020,~~March 31, 2021, we have approximately $412.1 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.

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, 2020~~March 31, 2021 and anticipate remaining in compliance throughout the foreseeable future.

~~The~~We are subject to various lawsuits and claims in the normal course of our business. In addition, we periodically receive communications from governmental and regulatory agencies concerning compliance with Medicare and Medicaid billing requirements at our VITAS ~~segment~~subsidiary. We establish reserves for specific, uninsured liabilities in connection with regulatory and legal action that we deem to be probable and estimable. We disclose the existence of regulatory and legal actions when we believe it is reasonably possible that a loss could occur in connection with the specific action. In most instances, we are unable to make a reasonable estimate of any reasonably possible liability due to the uncertainty of the ~~Company’s business operates~~outcome and stage of litigation. We record legal fees associated with legal and regulatory actions as the costs are incurred.

See Note 10 in the Notes to the Consolidated Financial Statements in Item 1 above for a heavily-regulated industry. As a result, the Company is subjected to inquiries and investigations by various government agencies, which can result in penalties including repayment obligations, funding withholding, or debarment, as well as to lawsuits, including ~~qui tam~~ ~~actions. The following sections describe~~ ~~the~~ ~~various ongoing~~description of current material lawsuits and investigations of which the Company is currently aware. Other than as described below, it is not possible at this time for us to estimate either the timing or outcome of any of those matters, or whether any potential loss, or range of potential losses, is probable or reasonably estimable.legal matters.

-27-

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

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

~~The Company entered into a settlement agreement in March 2019 that will resolve state-wide wage and hour class action claims raised in four separate cases: (1)~~ Jordan A. Seper on behalf of herself and others similarly situated v. VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corp of CA, a business entity unknown; and DOES 1 to 100, inclusive~~; Los Angeles Superior Court Case Number BC 642857 (“Seper”); (2)~~ Jiwan Chhina v. VITAS Health Services of California, Inc., a California corporation; VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corporation of California, a Delaware corporation dba VITAS Healthcare Inc.; and DOES 1 to 100, inclusive~~; San Diego Superior Court Case Number 37-2015-00033978-CU-OE-CTL (“Chhina”) (which was subsequently merged with~~ ~~Seper); (3)~~ ~~Chere Phillips and Lady Moore v. VITAS Healthcare Corporation of California, Sacramento County Superior Court, Case No. 34-2017-0021-2755~~ ~~(“Phillips and Moore”); and (4)~~ ~~Williams v. VITAS Healthcare Corporation of California, Alameda County Superior Court Case No. RG 17853886~~ ~~(“Williams’).~~ These actions were brought by both current and former employees including a registered nurse, a licensed vocational nurse (LVN), home health aides and a social worker. Each action stated multiple claims generally including (1) failure to pay minimum wage for all hours worked; (2) failure to provide overtime for all hours worked; (3) failure to pay wages for all hours at the regular rate; (4) failure to provide meal periods; (5) failure to provide rest breaks; (6) failure to provide complete and accurate wage statements; (7) failure to pay for all reimbursement expenses; (8) unfair business practices; and (9) violation of the California Private Attorneys General Act. The cases generally asserted claims on behalf of classes defined to include all current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of each lawsuit. ~~For additional procedural history of these cases, please refer to our prior quarterly and annual filings.~~

The settlement amount of $5.75 million plus employment taxes was recorded in the first quarter of 2019. As of December 31, 2019, $6.0 million was accrued in the accompanying Consolidated Balance Sheet. The definition of the class to participate in the settlement is intended to cover claims raised in the consolidated ~~Seper/Chhina~~ ~~matter, claims raised in~~ ~~Phillips and Moore, as well as any class claims in~~ ~~William~~s. On January 28, 2020, the court granted preliminary approval of the settlement. A notice of the proposed settlement has been sent to the members of the class by the class claims administrator. The court has re-set the date for the final approval of the settlement hearing for December 8, 2020.

Alfred Lax (“Lax”), a current employee of Roto-Rooter Services Company (“RRSC”), was hired in RRSC’s Menlo Park branch in 2007. On November 30, 2018, Lax filed a class action lawsuit in Santa Clara County Superior Court alleging (1) failure to provide or compensate for required rest breaks; (2) failure to properly pay for all hours worked; (3) failure to provide accurate wage statements; (4) failure to reimburse for work-related expenses; and (5) unfair business practices. Lax stated these claims as a representative of a class defined as all service technicians employed by RRSC in California during the four years preceding the filing of the complaint. He seeks a determination that the action may proceed and be maintained as a class action and for compensatory and statutory damages (premium payments for missed rest periods, uncompensated rest periods, wages for time allegedly not paid such as travel time, repair time, and vehicle maintenance time, and unreimbursed expenses), penalties and restitutions, pre- and post-judgement interest and attorneys’ fees and costs. The lawsuit is, ~~Alfred Lax on behalf of himself and all others similarly situated v. Roto-Rooter Services Company, and Does 1 through 50 inclusive;~~ ~~Santa Clara County Superior Court Case Number 18CV338652. The Company intends to defend vigorously against the allegations in the~~ ~~Lax~~ ~~lawsuit.~~

-2821-

Results of Operations

Three months ended ~~June 30,~~March 31, 2021 versus 2020 ~~versus 2019~~ - Consolidated Results

Our service revenues and sales for the ~~second~~first quarter of ~~2020~~2021 increased ~~6.0%~~2.2% versus services and sales revenues for the ~~second~~first quarter of ~~2019.~~2020. Of this increase, a ~~$14.7~~$33.7 million increase was attributable to ~~VITAS and $13.9~~Roto-Rooter offset by a $22.1 million ~~increase was~~decrease attributable to ~~Roto-Rooter.~~VITAS. The following chart shows the components of revenue by operating segment (in thousands):



	Three months ended June 30,				Three months ended March 31,
	2020		2019		2021		2020
VITAS
Routine homecare	$	276,345	$	266,461	$	263,754	$	271,762
Continuous care		34,582		30,786		27,349		40,555
General inpatient		25,868		22,894		29,156		32,482
Other		2,109		2,237		2,938		3,147
Medicare cap adjustment		(5,750)		(3,198)		(1,500)		(2,500)
Room and board - net		(2,647)		(2,710)		(2,665)		(3,381)
Implicit price concessions		(3,042)		(3,720)		(3,244)		(4,149)
Roto-Rooter
Drain cleaning - short term core		49,455		46,039		61,756		54,020
Plumbing - short term core		32,022		34,171		41,313		36,794
Subtotal		81,477		80,210		103,069		90,814
Excavation - short term core		44,678		35,422		51,993		43,060
Water restoration		31,426		29,955		37,435		29,246
Contractor operations		15,193		14,595		18,760		16,228
Outside franchisee fees		1,210		1,623		1,327		1,190
Other - short term core		386		579		288		550
Other		2,971		2,973		3,945		3,534
Implicit price concessions		(2,607)		(4,523)		(5,245)		(6,740)
Total	$	502,199	$	473,584	$	527,360	$	515,798

Days of care at VITAS during the quarter ended ~~June 30~~March 31 were as follows:


	Days of Care		Increase/(Decrease)	Days of Care		Increase/(Decrease)
	2020	2019	Percent	2021	2020	Percent

Routine homecare	1,401,744	1,317,854	6.4	1,329,892	1,364,746	(2.6)
Nursing home	279,462	303,983	(8.1)	232,783	303,374	(23.3)
Respite	4,158	6,669	(37.7)	4,840	6,692	(27.7)
Subtotal routine homecare and respite	1,685,364	1,628,506	3.5	1,567,515	1,674,812	(6.4)
Continuous care	35,814	41,804	(14.3)	27,674	32,348	(14.4)
General inpatient	25,542	29,663	(13.9)	29,300	41,373	(29.2)
Total days of care	1,746,720	1,699,973	2.8	1,624,489	1,748,533	(7.1)

~~This increase~~The decrease in service revenues at VITAS is comprised primarily of a ~~2.8% increase~~7.1% decline in days-of-care offset by a geographically weighted average Medicare reimbursement rate increase (including the suspension of sequestration on May 1, 2020) of approximately ~~5.4%, and acuity~~2.8%. Acuity mix shift ~~which reduced~~had a net impact of reducing revenue approximately $9.1 million, or 2.7% in the ~~blended average~~quarter when compared to the prior year revenue and level-of-care mix. The combination of a lower Medicare ~~rate increase~~cap and other contra revenue changes offset a portion of the revenue decline by approximately ~~3.1%.~~

~~During the quarter ended June 30, 2020, we recorded $5.8~~ million in net Medicare cap revenue reduction related to five programs for the 2020 government fiscal year. During the quarter ended June 30, 2019, we recorded $2.4 million in net Medicare cap revenue reduction related to three programs for the 2019 government fiscal year. Additionally, we recorded $847,000 related to adjustments to prior year cap liabilities.50 basis points.

The ~~decrease~~increase in plumbing revenues for the ~~second~~first quarter of ~~2020~~2021 versus ~~2019~~2020 is attributable to a ~~4.7%~~17.1% increase in job count offset by a 4.8% decrease in price and service mix ~~shift and a 1.6% decrease in job count.~~shift. The increase in excavation revenues for the ~~second~~first quarter of ~~2020~~2021 versus ~~2019~~2020 is attributable to a ~~10.1%~~22.1% increase in job count offset by a 1.4% decrease in price and service mix shift. Drain cleaning revenues for the first quarter of 2021 versus 2020 reflect a 4.8% increase in price and service mix shift and a ~~16.0% increase in job count. Drain cleaning revenues for the second quarter of 2020 versus 2019 reflect a 1.7% increase in price and service mix shift and a 5.7%~~9.5% increase in job count. Water restoration revenue increased for the ~~second~~first quarter of ~~2020~~2021 versus ~~2019~~2020 due to a ~~4.1%~~10.2% increase in job count and an ~~0.8%~~17.8% increase in ~~price.~~price and service mix shift. Contractor operations increased ~~4.1%~~15.6% mainly due to their continued expansion into water restoration. The increase in job count for all service lines was driven by residential customers.

The consolidated gross margin was ~~29.9%~~35.4% in the ~~second~~first quarter of ~~2020~~2021 as compared with ~~31.7%~~31.8% in the ~~second~~first quarter of ~~2019.~~2020. On a segment basis, VITAS’ gross margin was ~~18.5%~~24.4% in the ~~second~~first quarter of ~~2020~~2021 as compared with ~~22.9%~~23.2%, in the ~~second~~first quarter of

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~~2019.~~ 2020. The ~~decline in gross margin~~increase is ~~attributable mainly~~primarily due to ~~increased costs related to COVID-19. The CARES Act grant amount that offsets these higher costs is recorded in other operating income.~~improved labor costs. The Roto-Rooter segment’s gross margin was ~~51.2%~~51.9% for the ~~second~~first quarter of ~~2020~~2021 as compared with ~~48.7%~~48.1% in the ~~second~~first quarter of ~~2019~~2020 primarily due to increased revenue and ~~expense management.~~improved labor costs.

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


	Three months ended June 30,				Three months ended March 31,
	2020		2019		2021		2020
SG&A expenses before long-term incentive compensation and the impact of market value adjustments related to deferred compensation trusts	$	75,176	$	70,300	$	86,668	$	78,334
Impact of market value adjustments related to assets held in deferred compensation trusts		7,408		(130)		3,038		(9,572)
Long-term incentive compensation		1,929		1,386		1,893		1,821
Total SG&A expenses	$	84,513	$	71,556	$	91,599	$	70,583

SG&A expenses before long-term incentive compensation and the impact of market value adjustments related to deferred compensation trusts for the ~~second~~first quarter of ~~2020~~2021 were up ~~6.9%~~10.6% when compared to the ~~second~~first quarter of ~~2019.~~2020. This increase was mainly a result of the increase in variable selling and general administrative expenses and increased bonus expense at Roto-Rooter caused by increased revenue.

Depreciation for the ~~second~~first quarter of ~~2020,~~2021 increased ~~17.9%~~2.9% when compared to the ~~second~~first quarter of ~~2019,~~2020 primarily due to new equipment purchased at ~~Roto-Rooter related to the acquisitions completed in the second half of 2019.~~Roto-Rooter.

Amortization for the ~~second~~first quarter of ~~2020,~~2021 increased ~~512.8%~~1.3% when compared to the ~~second~~first quarter of ~~2019 due~~2020. Quarterly amortization of intangible assets is mainly driven by two Roto-Rooter franchise acquisitions completed in 2019. The total purchase price of these acquisitions was $138.0 million. As part of the purchase price allocation, approximately $59.2 million was determined to be the value of reacquired franchise rights which are being amortized over the remaining life of each franchise agreement. The average remaining life on the reacquired franchise agreements was approximately seven years. Quarterly amortization of reacquired franchise rights ~~related~~for these two acquisitions is approximately $2.0 million ($8.1 million annualized through 2026). This contrasts to ~~acquisitions completed in the second half~~quarterly franchise fees historically collected from these two franchisees of ~~2019.~~approximately $470,000 ($1.9 million annualized).

Other ~~operating (income)/expenses comprise the following:~~

Three months ended June 30,
2020
2019
CARES Act grant
$
(40,989)
$
-
(Gain)/loss on disposal of fixed assets
(395)
304
Transportation equipment held for sale
-
2,266
Total other operating (income)/expenses
$
(41,384)
$
2,570

~~Other (expense)/~~income – net comprise (in thousands):


	Three months ended June 30,				Three months ended March 31,
	2020		2019		2021		2020
Market value adjustment on assets held in deferred compensation trusts	$	7,408	$	(130)	$	3,038	$	(9,572)
Interest income		116		112		92		109
Other		(10)		31		472		(3)
Total other income - net	$	7,514	$	13
Total other income/(expense) - net					$	3,602	$	(9,466)

Our effective tax rate reconciliation is as ~~follows:~~follows (in thousands):


	Three months ended June 30,						Three months ended March 31,
	2020			2019			2021			2020

Income tax provision calculated at the statutory federal rate	$	20,921		$	13,504		$	17,569		$	14,474
Stock compensation tax benefits		(8,203)			(3,212)			(3,452)			(4,553)
State and local income taxes		3,604			2,212			2,956			2,377
Other--net		1,200			1,071			1,189			733
Income tax provision	$	17,522		$	13,575		$	18,262		$	13,031
Effective tax rate		17.6	%		21.1	%		21.8	%		18.9	%

‎

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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,				Three months ended March 31,
	2020		2019		2021		2020
VITAS
CARES Act grant	$	30,537	$	-
Direct costs related to COVID-19		(18,101)		-	$	(1,308)	$	(726)
COVID-19 Medicare cap		(1,679)		-
Medicare cap sequestration adjustment		(594)		(1,253)		-		(503)
Non cash ASC 842 expenses		-		(1)
Roto-Rooter
Amortization of reacquired franchise agreements		(1,729)		(244)		(1,729)		(1,729)
Direct costs related to COVID-19		(822)		-		(407)		(633)
Acquisition expenses		-		(71)
Corporate
Excess tax benefits on stock compensation		8,203		3,212		3,238		4,553
Stock option expense		(4,209)		(3,197)		(5,066)		(4,190)
Long-term incentive compensation		(1,728)		(1,199)		(1,670)		(1,596)
Impairment loss on transportation equipment		-		(1,733)
Acquisition expense		-		-
Direct costs related to COVID-19						(28)		-
Total	$	9,878	$	(4,486)	$	(6,970)	$	(4,824)

Three months ended ~~June 30,~~March 31, 2021 versus 2020 ~~versus 2019 - Segment Results~~

~~Net income/(loss) for the second quarter of 2020 versus the second quarter of 2019 by segment (in thousands):~~

Three months ended June 30,
2020
2019
VITAS
$
60,245
$
37,339
Roto-Rooter
29,468
27,175
Corporate
(7,612)
(13,785)
$
82,101
$
50,729

VITAS’ after-tax earnings were positively impacted in 2020 compared to 2019 due to the recognition of $30.5 million of the CARES Act (offset by higher expenses due to COVID-19), higher revenue and improved labor management and ancillary costs. After-tax earnings as a percent of revenue at VITAS in the second quarter of 2020 was 18.4% as compared to 11.9% in the second quarter of 2019.

Roto-Rooter’s net income was impacted in 2020 compared to 2019 primarily by higher revenue offset by increased depreciation and amortization expense. After-tax earnings as a percent of revenue at Roto-Rooter in the second quarter of 2020 was 16.9%, essentially equal to the second quarter of 2019.

After-tax Corporate expenses for 2020 decreased 44.8% when compared to 2019 due mainly to a $5.0 million increase in the excess tax benefits on stock compensation and a $1.7 million decrease in impairment loss on transportation equipment that occurred in the second quarter of 2019.

‎

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~~Results of Operations~~

~~Six months ended June 30, 2020 versus 2019 - Consolidated Results~~

Our service revenues and sales for the first six months of 2020 increased 8.8% versus services and sales revenues for the first six months of 2019. Of this increase, a $45.9 million increase was attributable to VITAS and $36.5 million increase was attributable to Roto-Rooter. The following chart shows the components of revenue by operating segment (in thousands):

Six months ended June 30,
2020
2019
VITAS
Routine homecare
$
548,098
$
525,312
Continuous care
75,137
63,030
General inpatient
58,350
45,464
Other
5,265
4,242
Medicare cap adjustment
(8,250)
(6,598)
Room and board - net
(7,192)
(5,252)
Implicit price concessions
(6,028)
(6,667)
Roto-Rooter
Drain cleaning - short term core
103,475
90,692
Plumbing - short term core
68,816
66,589
Subtotal
172,291
157,281
Excavation - short term core
87,738
69,960
Water restoration
60,672
59,163
Contractor operations
31,421
28,627
Outside franchisee fees
2,400
3,245
Other - short term core
936
1,155
Other
6,505
5,980
Implicit price concessions
(9,346)
(9,324)
Total
$
1,017,997
$
935,618

~~Days of care at VITAS during the six months ended June 30 were as follows:~~

Days of Care
Increase/(Decrease)
2020
2019
Percent
Routine homecare
2,766,490
2,599,753
6.4
Nursing home
582,836
593,752
(1.8)
Respite
10,850
12,970
(16.3)
Subtotal routine homecare and respite
3,360,176
3,206,475
4.8
Continuous care
77,187
85,727
(10.0)
General inpatient
57,890
58,813
(1.6)
Total days of care
3,495,253
3,351,015
4.3

The revenue increase at VITAS is comprised primarily of the 4.3% increase in days-of-care, a geographically weighted average Medicare reimbursement rate increase of approximately 5.2%, and acuity mix shift which then decreased the blended Medicare rate increase by approximately 2.0%.

The increase in plumbing revenues for the first six months of 2020 versus 2019 is attributable to a 3.9% increase in price and service mix shift and an 0.6% decrease in job count. The increase in excavation revenues for the first six months of 2020 versus 2019 is attributable to a 7.9% increase in price and service mix shift and a 17.5% increase in job count. Drain cleaning revenues for the first six months of 2020 versus 2019 reflect a 5.0% increase in price and service mix shift and a 9.1% increase in job count. The increase in

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water restoration revenue for the first six months of 2020 versus 2019 is attributable to a 4.2% increase in job count offset by a 1.6% decrease in price. Contractor operations increased 9.8% mainly due to their continued expansion into water restoration.

The consolidated gross margin was 30.9% in the first six months of 2020 as compared with 31.0% in the first six months of 2019. On a segment basis, VITAS’ gross margin was 20.9% in the first six months of 2020 as compared with 22.4%, in the first six months of 2019. The decline in VITAS gross margin is attributable mainly to increased costs related to COVID-19. The CARES Act grant amount that offsets these higher costs is recorded in other operating income. The Roto-Rooter segment’s gross margin was 49.6% for the first six months of 2020 as compared with 47.9% in the first six months of 2019 primarily due to increased revenue and expense management.

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

Six months ended June 30,
2020
2019
SG&A expenses before long-term incentive compensation and the impact of market value adjustments related to deferred compensation trusts
$
153,511
$
140,504
Long-term incentive compensation
3,749
2,874
Impact of market value adjustments related to assets held in deferred compensation trusts
(2,164)
2,207
Total SG&A expenses
$
155,096
$
145,585

SG&A expenses before long-term incentive compensation and the impact of market value adjustments related to deferred compensation trusts for the first six months of 2020 were up 9.3% when compared to the first six months of 2019. This increase was mainly a result of the increase in variable selling and general administrative expenses caused by increased revenue.

Depreciation for the first six months of 2020, increased 17.6% when compared to the first six months of 2019, primarily due to new equipment purchased at Roto-Rooter related to the acquisitions completed in the second half of 2019.

Amortization for the first six months of 2020, increased 436.8% when compared to the first six months of 2019 due to the amortization of reacquired franchise rights related to acquisitions completed in the second half of 2019.

~~Other operating (income)/expenses comprise the following:~~

Six months ended June 30,
2020
2019
CARES Act grant
$
(40,989)
$
-
(Gain)/loss on disposal of fixed assets
(153)
657
Transportation equipment held for sale
-
2,266
Other
-
6,000
Total other operating (income)/expenses
$
(41,142)
$
8,923

~~Other (expense)/income – net comprise (in thousands):~~

Six months ended June 30,
2020
2019
Market value adjustment on assets held in deferred compensation trusts
$
(2,164)
$
2,207
Interest income
225
214
Other
(13)
31
Total other income - net
$
(1,952)
$
2,452

~~Our effective tax rate reconciliation is as follows:~~

Six months ended June 30,
2020
2019
Income tax provision calculated at the statutory federal rate
$
35,394
$
24,169
Stock compensation tax benefits
(12,756)
(9,944)
State and local income taxes
6,182
4,538
Other--net
1,733
932
Income tax provision
$
30,553
$
19,695
Effective tax rate
18.1
%
17.1
%

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

Six Months Ended June 30,
2020
2019
VITAS
CARES Act grant
$
30,537
$
-
Direct costs related to COVID-19
(18,828)
-
COVID-19 Medicare cap
(1,679)
-
Medicare cap sequestration adjustment
(1,097)
(1,640)
Litigation settlement
-
(4,476)
Non cash ASC 842 benefit
-
(490)
Roto-Rooter
Amortization of acquired and cancelled franchise agreements
(3,457)
(568)
Direct costs related to COVID-19
(1,455)
-
Acquisition expenses
-
(71)
Non cash ASC 842 benefit
-
(40)
Corporate
Excess tax benefits on stock compensation
12,756
9,944
Stock option expense
(8,399)
(6,524)
Long-term incentive compensation
(3,324)
(2,429)
Impairment loss on transportation equipment
-
(1,733)
Non cash ASC 842 benefit
-
124
Acquisition expenses
-
(91)
Total
$
5,054
$
(7,994)

~~Six months ended June 30, 2020 versus 2019~~ - Segment Results

Net income/(loss) for the first ~~six months~~quarter of ~~2020~~2021 versus the first ~~six months~~quarter of ~~2019~~2020 by segment (in thousands):



	Six months ended June 30,				Three months ended March 31,
	2020		2019		2021		2020
VITAS	$	101,524	$	66,626	$	40,770	$	41,279
Roto-Rooter		53,790		50,162		37,177		24,322
Corporate		(17,322)		(21,392)		(12,547)		(9,710)
	$	137,992	$	95,396	$	65,400	$	55,891

VITAS’ after-tax earnings ~~were positively impacted in 2020 compared to 2019~~decreased due to ~~the recognition of $30.5 million of the CARES Act (offset by COVID-19 costs) and to higher revenue and improved labor management and ancillary costs.~~lower revenue. After-tax earnings as a percent of revenue at VITAS in the first ~~six months~~quarter of ~~2020~~2021 was ~~15.3%~~12.9% as compared to ~~10.7%~~12.2% in the first ~~six months~~quarter of ~~2019.~~2020.

Roto-Rooter’s net income was impacted in ~~2020~~2021 compared to ~~2019~~2020 primarily by higher revenue ~~offset by increased depreciation~~ and ~~amortization expense.~~improved labor costs. After-tax earnings as a percent of revenue at Roto-Rooter in the first ~~six months~~quarter of ~~2020~~2021 was ~~15.3%~~17.6%, as compared to ~~15.9%~~13.7% in the first ~~six months~~quarter of ~~2019.~~2020.

After-tax Corporate expenses for ~~2020 decreased 19.0%~~2021 increased 29.2% when compared to ~~2019~~2020 due mainly to a ~~$2.8~~$1.3 million ~~increase~~decrease in the excess tax benefits on stock compensation.

‎

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CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2020
(in thousands)(unaudited)
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
2020 (a)




Service revenues and sales
$
327,465
$
174,734
$
-
$
502,199
Cost of services provided and goods sold
266,815
85,348
-
352,163
Selling, general and administrative expenses
21,072
44,231
19,210
84,513
Depreciation
5,556
6,069
34
11,659
Amortization
18
2,470
-
2,488
Other operating income
(40,826)
(558)
-
(41,384)
Total costs and expenses
252,635
137,560
19,244
409,439
Income/(loss) from operations
74,830
37,174
(19,244)
92,760
Interest expense
(45)
(90)
(516)
(651)
Intercompany interest income/(expense)
4,739
1,422
(6,161)
-
Other (expense)/income—net
104
(10)
7,420
7,514
Income/(expense) before income taxes
79,628
38,496
(18,501)
99,623
Income taxes
(19,383)
(9,028)
10,889
(17,522)
Net income/(loss)
$
60,245
$
29,468
$
(7,612)
$
82,101
(a) The following amounts are included in net income (in thousands):
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
Pretax benefit/(cost):
CARES Act grant
$
40,989
$
-
$
-
$
40,989
Direct costs related to COVID-19
(24,265)
(1,117)
-
(25,382)
Stock option expense
-
-
(5,068)
(5,068)
Amortization of reacquired franchise agreements
-
(2,352)
-
(2,352)
COVID-19 Medicare cap
(2,250)
-
-
(2,250)
Long-term incentive compensation
-
-
(1,929)
(1,929)
Medicare cap sequestration
(796)
-
-
(796)
Total
$
13,678
$
(3,469)
$
(6,997)
$
3,212
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
After-tax benefit/(cost):
CARES Act grant
$
30,537
$
-
$
-
$
30,537
Direct costs related to COVID-19
(18,101)
(822)
-
(18,923)
Stock option expense
-
-
(4,209)
(4,209)
Amortization of reacquired franchise agreements
-
(1,729)
-
(1,729)
Long-term incentive compensation
-
-
(1,728)
(1,728)
COVID-19 Medicare cap
(1,679)
-
-
(1,679)
Medicare cap sequestration
(594)
-
-
(594)
Excess tax benefits on stock compensation
-
-
8,203
8,203
Total
$
10,163
$
(2,551)
$
2,266
$
9,878


CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2021
(in thousands)(unaudited)

							Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated
2021 (a)
Service revenues and sales	$	315,788	$	211,572	$	-	$	527,360
Cost of services provided and goods sold		238,667		101,806		-		340,473
Selling, general and administrative expenses		22,090		53,322		16,187		91,599
Depreciation		5,338		6,353		24		11,715
Amortization		18		2,492		-		2,510
Other operating expense		502		120		-		622
Total costs and expenses		266,615		164,093		16,211		446,919
Income/(loss) from operations		49,173		47,479		(16,211)		80,441
Interest expense		(42)		(89)		(250)		(381)
Intercompany interest income/(expense)		4,525		1,620		(6,145)		-
Other income—net		533		31		3,038		3,602
Income/(expense) before income taxes		54,189		49,041		(19,568)		83,662
Income taxes		(13,419)		(11,864)		7,021		(18,262)
Net income/(loss)	$	40,770	$	37,177	$	(12,547)	$	65,400

(a) The following amounts are included in net income (in thousands):
							Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated
Pretax benefit/(cost):
Stock option expense	$	-	$	-	$	(6,106)	$	(6,106)
Amortization of reacquired franchise agreements		-		(2,352)		-		(2,352)
Direct costs related to COVID-19		(1,753)		(553)		(38)		(2,344)
Long-term incentive compensation		-		-		(1,893)		(1,893)
Total	$	(1,753)	$	(2,905)	$	(8,037)	$	(12,695)

							Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated
After-tax benefit/(cost):
Stock option expense	$	-	$	-	$	(5,066)	$	(5,066)
Direct costs related to COVID-19		(1,308)		(407)		(28)		(1,743)
Amortization of reacquired franchise agreements		-		(1,729)		-		(1,729)
Long-term incentive compensation		-		-		(1,670)		(1,670)
Excess tax benefits on stock compensation		-		-		3,238		3,238
Total	$	(1,308)	$	(2,136)	$	(3,526)	$	(6,970)

‎

-3525-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES	CHEMED CORPORATION AND SUBSIDIARY COMPANIES								CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME	CONSOLIDATING STATEMENTS OF INCOME								CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2019
FOR THE THREE MONTHS ENDED MARCH 31, 2020									FOR THE THREE MONTHS ENDED MARCH 31, 2020
(in thousands)(unaudited)	(in thousands)(unaudited)								(in thousands)(unaudited)

							Chemed								Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated		VITAS		Roto-Rooter		Corporate		Consolidated
2019 (a)
2020 (a)
Service revenues and sales	$	312,750	$	160,834	$	-	$	473,584	$	337,916	$	177,882	$	-	$	515,798
Cost of services provided and goods sold		241,104		82,533		-		323,637		259,429		92,316		-		351,745
Selling, general and administrative expenses		21,682		39,377		10,497		71,556		22,269		46,282		2,032		70,583
Depreciation		4,831		5,017		39		9,887		5,474		5,878		36		11,388
Amortization		18		388		-		406		18		2,459		-		2,477
Other operating expenses		69		235		2,266		2,570		114		128		-		242
Total costs and expenses		267,704		127,550		12,802		408,056		287,304		147,063		2,068		436,435
Income/(loss) from operations		45,046		33,284		(12,802)		65,528		50,612		30,819		(2,068)		79,363
Interest expense		(53)		(100)		(1,084)		(1,237)		(45)		(102)		(828)		(975)
Intercompany interest income/(expense)		4,382		2,180		(6,562)		-		4,386		1,349		(5,735)		-
Other income—net		101		42		(130)		13
Other income/(expense)—net										65		40		(9,571)		(9,466)
Income/(expense) before income taxes		49,476		35,406		(20,578)		64,304		55,018		32,106		(18,202)		68,922
Income taxes		(12,137)		(8,231)		6,793		(13,575)		(13,739)		(7,784)		8,492		(13,031)
Net income/(loss)	$	37,339	$	27,175	$	(13,785)	$	50,729	$	41,279	$	24,322	$	(9,710)	$	55,891

(a) The following amounts are included in net income (in thousands):	(a) The following amounts are included in net income (in thousands):								(a) The following amounts are included in net income (in thousands):
							Chemed								Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated		VITAS		Roto-Rooter		Corporate		Consolidated
Pretax benefit/(cost):
Stock option expense	$	-	$	-	$	(3,929)	$	(3,929)	$	-	$	-	$	(5,045)	$	(5,045)
Impairment loss on transportation equipment		-		-		(2,266)		(2,266)
Amortization of reacquired franchise agreements										-		(2,352)		-		(2,352)
Direct costs related to COVID-19										(973)		(861)		-		(1,834)
Long-term incentive compensation										-		-		(1,821)		(1,821)
Medicare cap sequestration adjustment		(1,689)		-		-		(1,689)		(675)		-		-		(675)
Long-term incentive compensation		-		-		(1,386)		(1,386)
Amortization of reacquired franchise agreements		-		(331)		-		(331)
Acquisition expenses		-		(97)		-		(97)
Total	$	(1,689)	$	(428)	$	(7,581)	$	(9,698)	$	(1,648)	$	(3,213)	$	(6,866)	$	(11,727)

							Chemed								Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated		VITAS		Roto-Rooter		Corporate		Consolidated
After-tax benefit/(cost):
Stock option expense	$	-	$	-	$	(3,197)	$	(3,197)	$	-	$	-	$	(4,190)	$	(4,190)
Impairment loss on transportation equipment		-		-		(1,733)		(1,733)
Amortization of reacquired franchise agreements										-		(1,729)		-		(1,729)
Long-term incentive compensation										-		-		(1,596)		(1,596)
Direct costs related to COVID-19										(726)		(633)		-		(1,359)
Medicare cap sequestration adjustment		(1,253)		-		-		(1,253)		(503)		-		-		(503)
Long-term incentive compensation		-		-		(1,199)		(1,199)
Amortization of reacquired franchise agreements		-		(244)		-		(244)
Acquisition expenses		-		(71)		-		(71)
Non cash ASC 842 expenses		(1)		-		-		(1)
Excess tax benefits on stock compensation				-		3,212		3,212		-		-		4,553		4,553
Total	$	(1,254)	$	(315)	$	(2,917)	$	(4,486)
									$	(1,229)	$	(2,362)	$	(1,233)	$	(4,824)

‎

-36-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2020
(in thousands)(unaudited)
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
2020 (a)




Service revenues and sales
$
665,380
$
352,617
$
-
$
1,017,997
Cost of services provided and goods sold
526,244
177,664
-
703,908
Selling, general and administrative expenses
43,341
90,513
21,242
155,096
Depreciation
11,030
11,947
70
23,047
Amortization
36
4,929
-
4,965
Other operating income
(40,712)
(430)
-
(41,142)
Total costs and expenses
539,939
284,623
21,312
845,874
Income/(loss) from operations
125,441
67,994
(21,312)
172,123
Interest expense
(90)
(192)
(1,344)
(1,626)
Intercompany interest income/(expense)
9,125
2,771
(11,896)
-
Other (expense)/income—net
169
30
(2,151)
(1,952)
Income/(expense) before income taxes
134,645
70,603
(36,703)
168,545
Income taxes
(33,121)
(16,813)
19,381
(30,553)
Net income/(loss)
$
101,524
$
53,790
$
(17,322)
$
137,992
(a) The following amounts are included in net income (in thousands):
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
Pretax benefit/(cost):
CARES Act grant
$
40,989
$
-
$
-
$
40,989
Direct costs related to COVID-19
(25,238)
(1,978)
-
(27,216)
Stock option expense
-
-
(10,114)
(10,114)
Amortization of reacquired franchise agreements
-
(4,704)
-
(4,704)
Long-term incentive compensation
-
-
(3,749)
(3,749)
COVID-19 Medicare cap
(2,250)
-
-
(2,250)
Medicare cap sequestration adjustment
(1,472)
-
-
(1,472)
Total
$
12,029
$
(6,682)
$
(13,863)
$
(8,516)
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
After-tax benefit/(cost):
CARES Act grant
$
30,537
$
-
$
-
$
30,537
Direct costs related to COVID-19
(18,828)
(1,455)
-
(20,283)
Stock option expense
-
-
(8,399)
(8,399)
Amortization of reacquired franchise agreements
-
(3,457)
-
(3,457)
Long-term incentive compensation
-
-
(3,324)
(3,324)
COVID-19 Medicare cap
(1,679)
-
-
(1,679)
Medicare cap sequestration adjustment
(1,097)
-
-
(1,097)
Excess tax benefits on stock compensation
-
-
12,756
12,756
Total
$
8,933
$
(4,912)
$
1,033
$
5,054

‎

-37-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2019
(in thousands)(unaudited)
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
2019 (a)




Service revenues and sales
$
619,531
$
316,087
$
-
$
935,618
Cost of services provided and goods sold
480,847
164,741
-
645,588
Selling, general and administrative expenses
43,218
78,978
23,389
145,585
Depreciation
9,539
9,980
78
19,597
Amortization
35
890
-
925
Other operating expenses
6,423
234
2,266
8,923
Total costs and expenses
540,062
254,823
25,733
820,618
Income/(loss) from operations
79,469
61,264
(25,733)
115,000
Interest expense
(101)
(194)
(2,066)
(2,361)
Intercompany interest income/(expense)
8,777
4,375
(13,152)
-
Other income—net
188
56
2,208
2,452
Income/(expense) before income taxes
88,333
65,501
(38,743)
115,091
Income taxes
(21,707)
(15,339)
17,351
(19,695)
Net income/(loss)
$
66,626
$
50,162
$
(21,392)
$
95,396
(a) The following amounts are included in net income (in thousands):
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
Pretax benefit/(cost):
Stock option expense
$
-
$
-
$
(8,018)
$
(8,018)
Litigation settlement
(6,000)
-
-
(6,000)
Long-term incentive compensation
-
-
(2,874)
(2,874)
Impairment loss on transportation equipment
-
-
(2,266)
(2,266)
Medicare cap sequestration adjustment
(2,204)
-
-
(2,204)
Amortization of reacquired franchise agreements
-
(772)
-
(772)
Non cash ASC 842 (expenses)/benefit
(656)
(55)
163
(548)
Acquisition expense
-
(97)
(120)
(217)
Total
$
(8,860)
$
(924)
$
(13,115)
$
(22,899)
Chemed
VITAS
Roto-Rooter
Corporate
Consolidated
After-tax benefit/(cost):
Stock option expense
$
-
$
-
$
(6,524)
$
(6,524)
Litigation settlement
(4,476)
-
-
(4,476)
Long-term incentive compensation
-
-
(2,429)
(2,429)
Impairment loss on transportation equipment
-
-
(1,733)
(1,733)
Medicare cap sequestration adjustment
(1,640)
-
-
(1,640)
Amortization of reacquired franchise agreements
-
(568)
-
(568)
Non cash ASC 842 (expenses)/benefit
(490)
(40)
124
(406)
Acquisition expense
-
(71)
(91)
(162)
Excess tax benefits on stock compensation
-
-
9,944
9,944
Total
$
(6,606)
$
(679)
$
(709)
$
(7,994)

‎

-3826-


Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA	Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA									Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA

Chemed Corporation and Subsidiary Companies	Chemed Corporation and Subsidiary Companies									Chemed Corporation and Subsidiary Companies
(in thousands)	(in thousands)							Chemed		(in thousands)							Chemed
For the three months ended June 30, 2020		VITAS		Roto-Rooter		Corporate		Consolidated
For the three months ended March 31, 2021										For the three months ended March 31, 2021	VITAS		Roto-Rooter		Corporate		Consolidated

	Net income/(loss)	$	60,245	$	29,468	$	(7,612)	$	82,101	Net income/(loss)	$	40,770	$	37,177	$	(12,547)	$	65,400
	Add/(deduct):									Add/(deduct):
	Interest expense		45		90		516		651	Interest expense		42		89		250		381
	Income taxes		19,383		9,028		(10,889)		17,522	Income taxes		13,419		11,864		(7,021)		18,262
	Depreciation		5,556		6,069		34		11,659	Depreciation		5,338		6,353		24		11,715
	Amortization		18		2,470		-		2,488	Amortization		18		2,492		-		2,510
	EBITDA		85,247		47,125		(17,951)		114,421	EBITDA		59,587		57,975		(19,294)		98,268
	Add/(deduct):									Add/(deduct):
	Intercompany interest expense/(income)		(4,739)		(1,422)		6,161		-	Intercompany interest expense/(income)		(4,525)		(1,620)		6,145		-
	Interest income		(113)		10		(13)		(116)	Interest income		(61)		(31)		-		(92)
	CARES Act grant		(40,989)		-		-		(40,989)	Stock option expense		-		-		6,106		6,106
	Direct costs related to COVID-19		24,265		1,117		-		25,382	Direct costs related to COVID-19		1,753		553		38		2,344
	Stock option expense		-		-		5,068		5,068	Long-term incentive compensation		-		-		1,893		1,893
	COVID-19 related Medicare cap		2,250		-		-		2,250	Adjusted EBITDA	$	56,754	$	56,877	$	(5,112)	$	108,519
	Long-term incentive compensation		-		-		1,929		1,929
	Medicare cap sequestration adjustment		796		-		-		796								Chemed
	Adjusted EBITDA	$	66,717	$	46,830	$	(4,806)	$	108,741

								Chemed
For the three months ended June 30, 2019		VITAS		Roto-Rooter		Corporate		Consolidated
For the three months ended March 31, 2020										For the three months ended March 31, 2020	VITAS		Roto-Rooter		Corporate		Consolidated

	Net income/(loss)	$	37,339	$	27,175	$	(13,785)	$	50,729	Net income/(loss)	$	41,279	$	24,322	$	(9,710)	$	55,891
	Add/(deduct):									Add/(deduct):
	Interest expense		53		100		1,084		1,237	Interest expense		45		102		828		975
	Income taxes		12,137		8,231		(6,793)		13,575	Income taxes		13,739		7,784		(8,492)		13,031
	Depreciation		4,831		5,017		39		9,887	Depreciation		5,474		5,878		36		11,388
	Amortization		18		388		-		406	Amortization		18		2,459		-		2,477
	EBITDA		54,378		40,911		(19,455)		75,834	EBITDA		60,555		40,545		(17,338)		83,762
	Add/(deduct):									Add/(deduct):
	Intercompany interest expense/(income)		(4,382)		(2,180)		6,562		-	Intercompany interest expense/(income)		(4,386)		(1,349)		5,735		-
	Interest income		(69)		(43)		-		(112)	Interest income		(68)		(40)		-		(108)
	Stock option expense		-		-		3,929		3,929	Stock option expense		-		-		5,045		5,045
	Impairment loss on transportation equipment		-		-		2,266		2,266	Direct costs related to COVID-19		973		861		-		1,834
	Medicare cap sequestration adjustment		1,689		-		-		1,689	Long-term incentive compensation		-		-		1,821		1,821
	Long-term incentive compensation		-		-		1,386		1,386	Medicare cap sequestration adjustment		675		-		-		675
	Acquisition expenses		-		97		-		97	Adjusted EBITDA	$	57,749	$	40,017	$	(4,737)	$	93,029
	Adjusted EBITDA	$	51,616	$	38,785	$	(5,312)	$	85,089

‎

-3927-

Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA
Chemed Corporation and Subsidiary Companies
(in thousands)
Chemed
For the six months ended June 30, 2020
VITAS
Roto-Rooter
Corporate
Consolidated




Net income/(loss)
$
101,524
$
53,790
$
(17,322)
$
137,992
Add/(deduct):
Interest expense
90
192
1,344
1,626
Income taxes
33,121
16,813
(19,381)
30,553
Depreciation
11,030
11,947
70
23,047
Amortization
36
4,929
-
4,965
EBITDA
145,801
87,671
(35,289)
198,183
Add/(deduct):
Intercompany interest expense/(income)
(9,125)
(2,771)
11,896
-
Interest income
(181)
(31)
(13)
(225)
CARES Act grant
(40,989)
-
-
(40,989)
Direct costs related to COVID-19
25,238
1,978
-
27,216
Stock option expense
-
-
10,114
10,114
Long-term incentive compensation
-
-
3,749
3,749
COVID-19 related Medicare cap
2,250
-
-
2,250
Medicare cap sequestration adjustment
1,472
-
-
1,472
Adjusted EBITDA
$
124,466
$
86,847
$
(9,543)
$
201,770
Chemed
For the six months ended June 30, 2019
VITAS
Roto-Rooter
Corporate
Consolidated
Net income/(loss)
$
66,626
$
50,162
$
(21,392)
$
95,396
Add/(deduct):
Interest expense
101
194
2,066
2,361
Income taxes
21,707
15,339
(17,351)
19,695
Depreciation
9,539
9,980
78
19,597
Amortization
35
890
-
925
EBITDA
98,008
76,565
(36,599)
137,974
Add/(deduct):
Intercompany interest expense/(income)
(8,777)
(4,375)
13,152
-
Interest income
(157)
(56)
-
(213)
Stock option expense
-
-
8,018
8,018
Litigation settlement
6,000
-
-
6,000
Long-term incentive compensation
-
-
2,874
2,874
Impairment loss on transportation equipment
-
-
2,266
2,266
Medicare cap sequestration adjustment
2,204
-
-
2,204
Non cash ASC 842 expenses/(benefit)
656
55
(163)
548
Acquisition expense
-
97
120
217
Adjusted EBITDA
$
97,934
$
72,286
$
(10,332)
$
159,888



RECONCILIATION OF ADJUSTED NET INCOME
(in thousands, except per share data)(unaudited)

	Three Months Ended March 31,
	2021		2020
Net income as reported	$	65,400	$	55,891

Add/(deduct) pre-tax cost of:
Stock option expense		6,106		5,045
Amortization of reacquired franchise agreements		2,352		2,352
Direct costs related to COVID-19		2,344		1,834
Long-term incentive compensation		1,893		1,821
Medicare cap sequestration adjustment		-		675
Add/(deduct) tax impacts:
Tax impact of the above pre-tax adjustments (1)		(2,487)		(2,350)
Excess tax benefits on stock compensation		(3,238)		(4,553)
Adjusted net income	$	72,370	$	60,715

Diluted Earnings Per Share As Reported
Net income	$	4.01	$	3.38
Average number of shares outstanding		16,310		16,516

Adjusted Diluted Earnings Per Share
Adjusted net income	$	4.44	$	3.68
Adjusted average number of shares outstanding		16,310		16,516

(1) The tax impact of pre-tax adjustments was calculated using the effective tax rate of the operating unit for which each adjustment is associated.

‎

-4028-

RECONCILIATION OF ADJUSTED NET INCOME
(in thousands, except per share data)(unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2020
2019
2020
2019
Net income as reported
$
82,101
$
50,729
$
137,992
$
95,396
Add/(deduct) pre-tax cost of:
CARES Act grant
(40,989)
-
(40,989)
-
Direct costs related to COVID-19
25,382
-
27,216
-
Stock option expense
5,068
3,929
10,114
8,018
Amortization of reacquired franchise agreements
2,352
331
4,704
772
COVID-19 related Medicare cap
2,250
-
2,250
-
Long-term incentive compensation
1,929
1,386
3,749
2,874
Medicare cap sequestration adjustment
796
1,689
1,472
2,204
Impairment loss on transportation equipment
-
2,266
-
2,266
Litigation settlement
-
-
-
6,000
Acquisition expense
-
97
-
217
Non cash ASC 842 expense
-
-
-
548
Add/(deduct) tax impacts:
Tax impact of the above pre-tax adjustments (1)
1,537
(2,000)
(814)
(4,961)
Excess tax benefits on stock compensation
(8,203)
(3,212)
(12,756)
(9,944)
Adjusted net income
$
72,223
$
55,215
$
132,938
$
103,390
Diluted Earnings Per Share As Reported
Net income
$
5.01
$
3.08
$
8.39
$
5.79
Average number of shares outstanding
16,373
16,449
16,445
16,489
Adjusted Diluted Earnings Per Share
Adjusted net income
$
4.41
$
3.36
$
8.08
$
6.27
Adjusted average number of shares outstanding
16,373
16,449
16,445
16,489
(1) The tax impact of pre-tax adjustments was calculated using the effective tax rate of the operating unit for which each adjustment is associated.

-41-


CHEMED CORPORATION AND SUBSIDIARY COMPANIES	CHEMED CORPORATION AND SUBSIDIARY COMPANIES												CHEMED CORPORATION AND SUBSIDIARY COMPANIES
OPERATING STATISTICS FOR VITAS SEGMENT	OPERATING STATISTICS FOR VITAS SEGMENT												OPERATING STATISTICS FOR VITAS SEGMENT
(unaudited)	(unaudited)												(unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
OPERATING STATISTICS	2020			2019			2020			2019			2021			2020
Net revenue ($000)
Homecare	$	276,345		$	266,461		$	548,098		$	525,312		$	263,754		$	271,762
Inpatient		25,868			22,894			58,350			45,464			29,156			32,482
Continuous care		34,582			30,786			75,137			63,030			27,349			40,555
Other		2,109			2,237			5,265			4,242			2,938			3,147
Subtotal	$	338,904		$	322,378		$	686,850		$	638,048		$	323,197		$	347,946
Room and board, net		(2,647)			(3,710)			(6,028)			(5,252)			(2,665)			(3,381)
Contractual allowances		(3,042)			(3,720)			(7,192)			(6,667)			(3,244)			(4,149)
Medicare cap allowance		(5,750)			(3,198)			(8,250)			(6,598)			(1,500)			(2,500)
Total	$	327,465		$	311,750		$	665,380		$	619,531		$	315,788		$	337,916
Net revenue as a percent of total before Medicare cap allowances
Homecare		81.5	%		82.7	%		79.8	%		82.3	%		81.6	%		78.1	%
Inpatient		7.6			7.1			8.5			7.1			9.0			9.3
Continuous care		10.2			9.5			10.9			9.9			8.5			11.7
Other		0.7			0.7			0.8			0.7			0.9			0.9
Subtotal		100.0			100.0			100.0			100.0			100.0			100.0
Room and board, net		(0.8)			(0.8)			(0.9)			(0.8)			(0.8)			(1.0)
Contractual allowances		(0.9)			(1.2)			(1.0)			(1.0)			(1.0)			(1.2)
Medicare cap allowance		(1.7)			(1.0)			(1.2)			(1.0)			(0.5)			(0.7)
Total		96.6	%		97.0	%		96.9	%		97.2	%		97.7	%		97.1	%
Days of care
Homecare		1,401,744			1,317,854			2,766,490			2,599,753			1,329,892			1,364,746
Nursing home		279,462			303,983			582,836			593,752			232,783			303,374
Respite		4,158			6,669			10,850			12,970			4,840			6,692
Subtotal routine homecare and respite		1,685,364			1,628,506			3,360,176			3,206,475			1,567,515			1,674,812
Inpatient		25,542			29,663			57,890			58,813			27,674			32,348
Continuous care		35,814			41,804			77,187			85,727			29,300			41,373
Total		1,746,720			1,699,973			3,495,253			3,351,015			1,624,489			1,748,533
Number of days in relevant time period		91			91			182			181			90			91
Average daily census (days)
Homecare		15,404			14,482			15,201			14,363			14,777			14,997
Nursing home		3,071			3,340			3,202			3,280			2,586			3,334
Respite		46			73			60			72			54			74
Subtotal routine homecare and respite		18,521			17,895			18,463			17,715			17,417			18,405
Inpatient		281			327			318			325			307			355
Continuous care		394			459			424			474			326			455
Total		19,196			18,681			19,205			18,514			18,050			19,215
Total Admissions		16,822			17,491			35,425			35,249			18,135			18,603
Total Discharges		17,000			17,008			35,208			34,350			18,516			18,196
Average length of stay (days)		90.9			91.1			90.8			91.2			94.4			90.7
Median length of stay (days)		14.0			16.0			14.0			15.0			12.0			14.0
ADC by major diagnosis
Cerebro		35.2	%		35.7	%		35.7	%		35.8	%		35.9	%		35.9	%
Neurological		21.7			20.4			21.6			20.2			22.1			21.4
Cancer		12.8			12.7			12.7			12.7			12.2			12.7
Cardio		16.1			17.0			15.9			16.9			15.8			15.9
Respiratory		8.2			8.2			8.3			8.2			7.8			8.3
Other		6.0			6.0			5.8			6.2			6.2			5.8
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Admissions by major diagnosis
Cerebro		20.9			20.6	%		21.0	%		20.7	%		21.4			21.1	%
Neurological		13.4			12.2			12.9			12.5			12.3			12.5
Cancer		27.6			29.2			28.0			28.6			25.0			28.3
Cardio		14.6			16.0			14.9			16.1			14.2			15.1
Respiratory		9.8			11.7			10.9			11.8			11.0			12.2
Other		13.7			10.3			12.3			10.3			16.1			10.8
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Estimated uncollectible accounts as a percent of revenues		0.9	%		1.2	%		1.1	%		1.1	%		1.0	%		1.2	%
Accounts receivable --
Days of revenue outstanding- excluding unapplied Medicare payments		31.9			32.7			n.a.			n.a.			37.8			33.9
Days of revenue outstanding- including unapplied Medicare payments		26.7			27.7			n.a.			n.a.			26.9			26.1

‎

-4229-

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

Certain statements contained in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe”, “expect”, “hope”, “anticipate”, “plan” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. These forward-looking statements are based on current expectations and assumptions and involve various known and unknown risks, uncertainties, contingencies and other factors, which could cause Chemed’s actual results to differ from those expressed in such forward-looking statements. Variances in any or all of the risks, uncertainties, contingencies, and other factors from our assumptions could cause actual results to differ materially from these forward-looking statements and trends. In addition, our ability to deal with the unknown outcomes of these events, many of which are beyond our control, may affect the reliability of projections and other financial matters. Investors are cautioned that such forward-looking statements are subject to inherent risk and there are no assurances that the matters contained in such statements will be achieved. Chemed does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of a new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk exposure relates to interest rate risk exposure through its variable interest line of credit. At ~~June 30, 2020,~~March 31, 2021, the Company had no variable rate debt outstanding. For each $10 million ~~dollars~~ borrowed under the credit facility, an increase or decrease of 100 basis points (1% ~~point)~~), increases or decreases the Company’s annual interest expense by $100,000.

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

Item 4. Controls and Procedures

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding the Company’s legal proceedings, see ~~note 11,~~Note 10, Legal and Regulatory Matters, under Part I, Item I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

~~The recent COVID-19 pandemic could have a material adverse effect on our business operations, results of operations, cash flows and financial position.~~

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our customers, team members, suppliers, vendors, business partners and distribution channels. The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption, which will adversely affect our business operations and may materially and adversely affect our results of operations, cash flows and financial position.

For additional information regarding specific risk factors related to the COVID-19 pandemic, see Management’s Discussion and Analysis of Financial Condition and Results of Operation under Part I., Item 2 of this Quarterly Report on Form 10-Q. There have been no other material changes from the risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K.

-43-

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

‎

-30-

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

The following table shows the activity related to our share repurchase program for the first ~~six~~three months of ~~2020:~~2021:

Total Number
Weighted Average
Cumulative Shares
Dollar Amount
of Shares
Price Paid Per
Repurchased Under
Remaining Under
Repurchased
Share
the Program
The Program
February 2011 Program
January 1 through January 31, 2020
-
$
-
8,645,873
$
104,018,683
February 1 through February 29, 2020
110,497
457.73
8,756,370
53,440,502
March 1 through March 31, 2020
114,503
433.67
8,870,873
$
253,783,766
First Quarter Total
225,000
$
445.49
April 1 through April 30, 2020
-
$
-
8,870,873
$
253,783,766
May 1 through May 31, 2020
-
-
8,870,873
253,783,766
June 1 through June 30, 2020
50,000
438.27
8,920,873
$
231,870,234
Second Quarter Total
50,000
$
438.27



	Total Number	Weighted Average		Cumulative Shares	Dollar Amount
	of Shares	Price Paid Per		Repurchased Under	Remaining Under
	Repurchased	Share		the Program	The Program

February 2011 Program
January 1 through January 31, 2021	-	$	-	9,030,125	$	178,424,171
February 1 through February 28, 2021	20,000		446.44	9,050,125		169,495,380
March 1 through March 31, 2021	80,000		447.98	9,130,125	$	133,656,728

First Quarter Total	100,000	$	447.67

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

‎

-44-

Item 6. Exhibits



Exhibit No.		Description

31.1		Certification by Kevin J. McNamara pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act of 1934.

31.2		Certification by David P. Williams pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act of 1934.

31.3		Certification by Michael D. Witzeman pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act of 1934.

32.1		Certification by Kevin J. McNamara pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by David P. Williams pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3		Certification by Michael D. Witzeman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following materials from Chemed Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2020~~March 31, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) The Condensed Consolidated Balance Sheet, (ii) The Condensed Consolidated Statement of Income, (iii) The Condensed Consolidated Statement of Cash Flows, (iv) The Condensed Statement of Equity, and (v) Notes to the Condensed Consolidated Financial Statements.
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2020,~~March 31, 2021, formatted in iXBRL and contained in Exhibit 101.

‎

-4531-

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Chemed Corporation
			(Registrant)


Dated:	~~July 31, 2020~~April 30, 2021	By:	/s/ Kevin J. McNamara
			Kevin J. McNamara
			(President and Chief Executive Officer)


Dated:	~~July 31, 2020~~April 30, 2021	By:	/s/ David P. Williams
			David P. Williams
			(Executive Vice President and Chief Financial Officer)


Dated:	~~July 31, 2020~~April 30, 2021	By:	/s/ Michael D. Witzeman
			Michael D. Witzeman
			(Vice President and Controller)

-4632-


			ADDITIONS
			(CHARGED)
			CREDITED		(CHARGED)
			TO COSTS		CREDITED
	BALANCE AT		AND		TO OTHER						BALANCE AT
	1/1/2020		EXPENSES		ACCOUNTS		DEDUCTIONS		OTHER		6/30/2020

$	(353)	$	(871)	$	(475)	$	366	$	(92)	$	(1,425)


			Net Income
For the Three Months Ended June 30,		Income		Shares	Earnings per Share
2020
	Earnings	$	82,101	15,914	$	5.16
	Dilutive stock options		-	383
	Nonvested stock awards		-	76
	Diluted earnings	$	82,101	16,373	$	5.01

2019
	Earnings	$	50,729	15,928	$	3.18
	Dilutive stock options		-	449
	Nonvested stock awards		-	72
	Diluted earnings	$	50,729	16,449	$	3.08


			Net Income
For the Six Months Ended June 30,		Income		Shares	Earnings per Share
2020
	Earnings	$	137,992	15,953	$	8.65
	Dilutive stock options		-	415
	Nonvested stock awards		-	77
	Diluted earnings	$	137,992	16,445	$	8.39

2019
	Earnings	$	95,396	15,941	$	5.98
	Dilutive stock options		-	474
	Nonvested stock awards		-	74
	Diluted earnings	$	95,396	16,489	$	5.79


	‎June 30,		‎December 31,
	2020		2019
Assets
Operating lease assets	$	128,418	$	111,652

Liabilities
Current operating leases		36,093		39,280
Noncurrent operating leases		104,444		86,656
Total operating lease liabilities	$	140,537	$	125,936



	HSW		Oakland		Total
Goodwill	$	56,191	$	10,535	$	66,726
Reacquired franchise rights		52,980		6,190		59,170
Property, plant, and equipment		5,998		675		6,673
Working capital		3,760		22		3,782
Customer relationships		2,220		500		2,720
Non-compete agreements		140		100		240
Other assets and liabilities - net		128		23		151
	$	121,417	$	18,045	$	139,462


					Annualized
			Valuation		Amortization of
	2018 Franchise		of Reacquired		Reacquired
	Revenue		Franchise Rights		Franchise Rights
HSW	$	1,782	$	52,980	$	7,258
Oakland		95		6,190		825
Subtotal		1,877	$	59,170	$	8,083
All other franchise territories		4,505
	$	6,382



					Multiple of Annual			Annualized
			Valuation			Franchise Fees		Amortization of
	2018 Franchise		of Reacquired		to Reacquired			Reacquired
	Revenue		Franchise Rights		Franchise Rights			Franchise Rights
HSW	$	1,782	$	52,980		29.7	yrs	$	7,258
Oakland		95		6,190		65.2			825
Subtotal		1,877	$	59,170		31.5	yrs	$	8,083
All other franchise territories		4,505
	$	6,382



CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2020
(in thousands)(unaudited)

							Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated
2020 (a)
Service revenues and sales	$	665,380	$	352,617	$	-	$	1,017,997
Cost of services provided and goods sold		526,244		177,664		-		703,908
Selling, general and administrative expenses		43,341		90,513		21,242		155,096
Depreciation		11,030		11,947		70		23,047
Amortization		36		4,929		-		4,965
Other operating income		(40,712)		(430)		-		(41,142)
Total costs and expenses		539,939		284,623		21,312		845,874
Income/(loss) from operations		125,441		67,994		(21,312)		172,123
Interest expense		(90)		(192)		(1,344)		(1,626)
Intercompany interest income/(expense)		9,125		2,771		(11,896)		-
Other (expense)/income—net		169		30		(2,151)		(1,952)
Income/(expense) before income taxes		134,645		70,603		(36,703)		168,545
Income taxes		(33,121)		(16,813)		19,381		(30,553)
Net income/(loss)	$	101,524	$	53,790	$	(17,322)	$	137,992


(a) The following amounts are included in net income (in thousands):
							Chemed
		VITAS	Roto-Rooter		Corporate		Consolidated
Pretax benefit/(cost):
CARES Act grant	$	40,989	$	-	$	-	$	40,989
Direct costs related to COVID-19		(25,238)		(1,978)		-		(27,216)
Stock option expense		-		-		(10,114)		(10,114)
Amortization of reacquired franchise agreements		-		(4,704)		-		(4,704)
Long-term incentive compensation		-		-		(3,749)		(3,749)
COVID-19 Medicare cap		(2,250)		-		-		(2,250)
Medicare cap sequestration adjustment		(1,472)		-		-		(1,472)
Total	$	12,029	$	(6,682)	$	(13,863)	$	(8,516)

							Chemed
		VITAS	Roto-Rooter		Corporate		Consolidated
After-tax benefit/(cost):
CARES Act grant	$	30,537	$	-	$	-	$	30,537
Direct costs related to COVID-19		(18,828)		(1,455)		-		(20,283)
Stock option expense		-		-		(8,399)		(8,399)
Amortization of reacquired franchise agreements		-		(3,457)		-		(3,457)
Long-term incentive compensation		-		-		(3,324)		(3,324)
COVID-19 Medicare cap		(1,679)		-		-		(1,679)
Medicare cap sequestration adjustment		(1,097)		-		-		(1,097)
Excess tax benefits on stock compensation		-		-		12,756		12,756
Total	$	8,933	$	(4,912)	$	1,033	$	5,054



CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2019
(in thousands)(unaudited)

							Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated
2019 (a)
Service revenues and sales	$	619,531	$	316,087	$	-	$	935,618
Cost of services provided and goods sold		480,847		164,741		-		645,588
Selling, general and administrative expenses		43,218		78,978		23,389		145,585
Depreciation		9,539		9,980		78		19,597
Amortization		35		890		-		925
Other operating expenses		6,423		234		2,266		8,923
Total costs and expenses		540,062		254,823		25,733		820,618
Income/(loss) from operations		79,469		61,264		(25,733)		115,000
Interest expense		(101)		(194)		(2,066)		(2,361)
Intercompany interest income/(expense)		8,777		4,375		(13,152)		-
Other income—net		188		56		2,208		2,452
Income/(expense) before income taxes		88,333		65,501		(38,743)		115,091
Income taxes		(21,707)		(15,339)		17,351		(19,695)
Net income/(loss)	$	66,626	$	50,162	$	(21,392)	$	95,396


(a) The following amounts are included in net income (in thousands):
							Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated
Pretax benefit/(cost):
Stock option expense	$	-	$	-	$	(8,018)	$	(8,018)
Litigation settlement		(6,000)		-		-		(6,000)
Long-term incentive compensation		-		-		(2,874)		(2,874)
Impairment loss on transportation equipment		-		-		(2,266)		(2,266)
Medicare cap sequestration adjustment		(2,204)		-		-		(2,204)
Amortization of reacquired franchise agreements		-		(772)		-		(772)
Non cash ASC 842 (expenses)/benefit		(656)		(55)		163		(548)
Acquisition expense		-		(97)		(120)		(217)
Total	$	(8,860)	$	(924)	$	(13,115)	$	(22,899)

							Chemed
	VITAS		Roto-Rooter		Corporate		Consolidated
After-tax benefit/(cost):
Stock option expense	$	-	$	-	$	(6,524)	$	(6,524)
Litigation settlement		(4,476)		-		-		(4,476)
Long-term incentive compensation		-		-		(2,429)		(2,429)
Impairment loss on transportation equipment		-		-		(1,733)		(1,733)
Medicare cap sequestration adjustment		(1,640)		-		-		(1,640)
Amortization of reacquired franchise agreements		-		(568)		-		(568)
Non cash ASC 842 (expenses)/benefit		(490)		(40)		124		(406)
Acquisition expense		-		(71)		(91)		(162)
Excess tax benefits on stock compensation		-		-		9,944		9,944
Total	$	(6,606)	$	(679)	$	(709)	$	(7,994)