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,
                                       2020              2019              2020             2019
Service revenues and sales        $      502,199    $      473,584    $     1,017,997    $ 935,618
Net income                        $       82,101    $       50,729    $       137,992    $  95,396
Diluted EPS                       $         5.01    $         3.08    $          8.39    $    5.79
Adjusted net income               $       72,223    $       55,215    $       132,938    $ 103,390
Adjusted diluted EPS              $         4.41    $         3.36    $          8.08    $    6.27
Adjusted EBITDA                   $      108,741    $       85,089    $       201,770    $ 159,888
Adjusted EBITDA as a % of revenue           21.7 %            18.0  %       

19.8 % 17.1 %




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.

For the three months ended June 30, 2020, the increase in consolidated service
revenues and sales was driven by an 8.6% 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 by a 11.6% increase at Roto-Rooter and a 7.4%
increase at VITAS. The increase in service revenues at Roto-Rooter was driven by
an increase in almost all major service lines as well as a result of
acquisitions completed in 2019. The increase in service revenues at VITAS is
comprised primarily of a 4.3% increase in days-of-care, a geographically
weighted average Medicare reimbursement rate increase of approximately 5.2%, and
acuity mix shift which reduced the blended Medicare rate increase by
approximately 2.0%. See page 42 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. 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-

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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 COVID positive patients through June 30,
2020.

?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 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-

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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.



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:



                                                                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 our
healthcare system, labor pools and general economy. These governmental decisions
have the potential for 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

                                      -26-

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share guidance eliminates any financial benefit from the CARES Act funds that
relate to lost revenue. We anticipate returning any unused CARES Act funds to
the federal government at the end 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%. 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 to June 30, 2020 include the following:

?A $11.3 million decrease in accounts receivable due to timing of receipts.

?A $14.4 million decrease in accounts payable due to timing of payments.

?A $19.6 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 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.

?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 million increase in treasury stock due mainly to stock repurchases.



Net cash provided by operating activities increased $168.9 million from June 30,
2019 to June 30, 2020. The main drivers of the increase relate to the receipt of
$80.2 million in CARES Act grant funds and the deferral of certain income and
payroll tax payments as permitted by the CARES Act. Additionally, 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 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 issued $37.9 million in standby letters of credit as of June 30, 2020,
mainly for insurance purposes. Issued letters of credit reduce our available
credit under the revolving credit agreement. As of June 30, 2020, 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 and anticipate remaining in compliance throughout the foreseeable future.



The VITAS segment of the Company's business operates in a heavily-regulated
industry. As a result, the Company is subjected to inquiries and investigations
by various government agencies, 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.

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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 Williams. 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.

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
?

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Results of Operations

Three months ended June 30, 2020 versus 2019 - Consolidated Results



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

                                       Three months ended June 30,
                                       2020                     2019
VITAS
Routine homecare                  $       276,345             $ 266,461
Continuous care                            34,582                30,786
General inpatient                          25,868                22,894
Other                                       2,109                 2,237
Medicare cap adjustment                   (5,750)               (3,198)
Room and board - net                      (2,647)               (2,710)
Implicit price concessions                (3,042)               (3,720)
Roto-Rooter
Drain cleaning - short term core           49,455                46,039
Plumbing - short term core                 32,022                34,171
Subtotal                                   81,477                80,210
Excavation - short term core               44,678                35,422
Water restoration                          31,426                29,955
Contractor operations                      15,193                14,595
Outside franchisee fees                     1,210                 1,623
Other - short term core                       386                   579
Other                                       2,971                 2,973
Implicit price concessions                (2,607)               (4,523)
Total                             $       502,199             $ 473,584

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



                                          Days of Care      Increase/(Decrease)
                                        2020       2019           Percent

Routine homecare                      1,401,744  1,317,854                  6.4
Nursing home                            279,462    303,983                (8.1)
Respite                                   4,158      6,669               (37.7)
Subtotal routine homecare and respite 1,685,364  1,628,506                  3.5
Continuous care                          35,814     41,804               (14.3)
General inpatient                        25,542     29,663               (13.9)
Total days of care                    1,746,720  1,699,973                  2.8

This 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 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.

The decrease in plumbing revenues for the second quarter of 2020 versus 2019 is
attributable to a 4.7% decrease in price and service mix shift and a 1.6%
decrease in job count. The increase in excavation revenues for the second
quarter of 2020 versus 2019 is attributable to a 10.1% 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% increase in job count. Water restoration revenue
increased for the second quarter of 2020 versus 2019 due to a 4.1% increase in
job count and an 0.8% increase in price. Contractor operations increased 4.1%
mainly due to their continued expansion into water restoration.

The consolidated gross margin was 29.9% in the second quarter of 2020 as
compared with 31.7% in the second quarter of 2019. On a segment basis, VITAS'
gross margin was 18.5% in the second quarter of 2020 as compared with 22.9%, in
the second quarter of

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2019. The decline in 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 51.2% for the second quarter of 2020 as compared with 48.7% in the second
quarter of 2019 primarily due to increased revenue and expense management.

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

                                                        Three 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

$        75,176   $   

70,300

Impact of market value adjustments related to assets held in deferred compensation trusts

                            7,408       

(130)


Long-term incentive compensation                                1,929           1,386
Total SG&A expenses                                   $        84,513   $      71,556


SG&A expenses before long-term incentive compensation and the impact of market
value adjustments related to deferred compensation trusts for the second quarter
of 2020 were up 6.9% when compared to the second quarter 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 second quarter of 2020, increased 17.9% when compared to the second quarter 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 second quarter of 2020, increased 512.8% when compared to the second quarter 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:



                                             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,


                                                            2020            

2019


Market value adjustment on assets held in deferred
compensation trusts                                   $          7,408    $       (130)
Interest income                                                    116             112
Other                                                              (10)             31
Total other income - net                              $          7,514    $         13

Our effective tax rate reconciliation is as follows:



                                                        Three months ended June 30,
                                                           2020               2019

Income tax provision calculated at the statutory
federal rate                                          $        20,921      $    13,504
Stock compensation tax benefits                               (8,203)          (3,212)
State and local income taxes                                    3,604            2,212
Other--net                                                      1,200            1,071
Income tax provision                                  $        17,522      $    13,575
Effective tax rate                                               17.6 %           21.1 %


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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):



                                                        Three months ended June 30,
                                                            2020             2019
VITAS
CARES Act grant                                       $         30,537   $           -
Direct costs related to COVID-19                              (18,101)      

-


COVID-19 Medicare cap                                          (1,679)      

-


Medicare cap sequestration adjustment                            (594)      

(1,253)


Non cash ASC 842 expenses                                            -      

(1)

Roto-Rooter


Amortization of reacquired franchise agreements                (1,729)      

(244)


Direct costs related to COVID-19                                 (822)      

-


Acquisition expenses                                                 -      

(71)

Corporate


Excess tax benefits on stock compensation                        8,203      

3,212


Stock option expense                                           (4,209)      

(3,197)


Long-term incentive compensation                               (1,728)      

(1,199)


Impairment loss on transportation equipment                          -         (1,733)
Acquisition expense                                                  -               -
Total                                                 $          9,878   $     (4,486)

Three months ended June 30, 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%.

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.

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 of 2020 versus the first six months of 2019 by segment (in thousands):



                Six months ended June 30,
                 2020                  2019
VITAS       $       101,524         $   66,626
Roto-Rooter          53,790             50,162
Corporate          (17,322)           (21,392)
            $       137,992         $   95,396


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 COVID-19 costs)
and to higher revenue and improved labor management and ancillary costs.
After-tax earnings as a percent of revenue at VITAS in the first six months of
2020 was 15.3% as compared to 10.7% in the first six months 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 first six months of 2020 was 15.3% as compared to 15.9% in the first six months of 2019.

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




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