UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
For Annual Reports of Employee Stock Purchase, Savings and Similar Plans Pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Mark One)
☒ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2019
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 1-8351
A: Full title of plan and the address of the plan, if different from that of the issuer named below:
CHEMED/ROTO-ROOTER SAVINGS & RETIREMENT PLAN
B: Name of the issuer of the securities held pursuant to the plan and address of its principal executive office:
CHEMED CORPORATION
255 E. Fifth Street, Suite 2600, Cincinnati, Ohio 45202
(513) 762-6690
Page 1 of 3
REQUIRED INFORMATION
The Financial Statements and Supplemental Schedule for the Chemed/Roto-Rooter Savings and Retirement Plan identified below are being filed with this Annual Report on Form 11-K:
| ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS |
PAGE NUMBER
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(a)
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Financial Statements
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1. Report of Independent Registered Public Accounting Firm |
F-S 1
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2. Statements of Net Assets Available for Benefits at |
F-S 2
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December 31, 2019 and 2018
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3. Statements of Changes in Net Assets Available for Benefits |
F-S 3
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For the Year Ended December 31, 2019 |
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| 4. Notes to Financial Statements |
F-S 4 through F-S 10
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| 5. Schedule: |
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Schedule I – Schedule of Assets (Held At End of Year)
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F-S 11
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| 6. Consent of Independent Registered Public Accounting Firm |
Exhibit I
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Page 2 of 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Chemed/Roto-Rooter Savings and Retirement Plan has caused this annual report to be signed by the undersigned
hereunto duly authorized.
| Dated: June 18, 2020 | CHEMED/ROTO-ROOTER SAVINGS & RETIREMENT PLAN | ||
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By:
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/s/ Michael R. Dibowski | ||
| Michael R. Dibowski | |||
| Administrative Committee | |||
Page 3 of 3
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Plan Participants Chemed/Roto Rooter Savings & Retirement Plan
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Chemed/Roto Rooter Savings & Retirement Plan (the “Plan”) as of December 31, 2019 and
2018, the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the net assets of the Plan as of December 31, 2019 and 2018 and the changes in its net assets for the year ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of
America.
Basis of Opinion
The Plan’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are
required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such
opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2019 has been subjected to audit procedures performed in
conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial
statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental
information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting under the Employee Retirement Income Security Act of 1974. In
our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
We have served as the Plan’s auditor since 2017.
/s/ Plante & Moran PLLC
Columbus, Ohio
June 17, 2020
F-S 1
Chemed/Roto-Rooter
Savings & Retirement Plan
Statements of Net Assets Available for Benefits
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December 31,
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2019
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2018
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Assets:
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Investments, at fair value:
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Chemed Corporation common stock
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$
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39,663,222
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$
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29,288,373
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Mutual funds
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231,379,036
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177,688,110
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Collective Trust fund
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9,588,410
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9,999,899
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Total investments
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280,630,668
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216,976,382
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Receivables:
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Notes receivable from participants
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8,214,284
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7,094,073
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Employer contributions
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4,645,638
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4,860,323
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Participant contributions
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248,318
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209,089
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Accrued interest and dividends
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2,697
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1,603
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Total receivables
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13,110,937
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12,165,088
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Cash
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-
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111,930
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Total assets
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293,741,605
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229,253,400
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Liabilities:
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Other liabilities
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153,198
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-
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Accrued expenses
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3,666
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2,370
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Net assets available for benefits, at fair value
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$
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293,584,741
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$
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229,251,030
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The accompanying notes are an integral part of these financial statements
F-S 2
Chemed/Roto-Rooter
Savings & Retirement Plan
Statement of Changes in Net Assets Available for Benefits
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Year Ended
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December 31, 2019
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Contributions:
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Employer
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$
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9,356,368
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Participant
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12,090,660
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Rollovers
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7,135,646
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28,582,674
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| Interest income on notes receivable from participants |
417,271
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Investment income:
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Net realized and unrealized gain on investments
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47,362,271
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Dividends and other income
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9,893,115
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57,255,386
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Benefits paid to participants
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(21,756,858
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)
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Administrative expenses
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(164,762
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)
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(21,921,620
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)
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Increase in net assets
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64,333,711
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Net assets available for benefits:
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Beginning of year
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229,251,030
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End of year
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$
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293,584,741
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The accompanying notes are an integral part of this financial statement
F-S 3
Chemed/Roto-Rooter
Savings & Retirement Plan
Notes to Financial Statements
1. General Description of the
Plan
Overview and Eligibility
Chemed Corporation, as the Plan Administrator, adopted the Chemed/Roto-Rooter Savings & Retirement Plan (the "Plan"). The Plan is a defined
contribution plan available to all full-time employees of participating units of Chemed Corporation (the "Company"), except those covered by collective bargaining agreements, who have completed at least 500 hours of service in any six months of
continuous service. The following summary provides an overview of major Plan provisions and is provided for general informational purposes. Participants should refer to the Plan document for more complete information and a full description of
the Plan provisions and qualifications. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Contributions
Employee contributions may be made from before-tax earnings, which has the effect of reducing current taxable earnings for federal income tax purposes, and/or after tax
earnings. In any Plan year, an employee may contribute up to a maximum of 85% of his or her included compensation, as defined, or the maximum allowed by the Internal Revenue Code, as amended ("IRC"), whichever is less ("Basic Contribution").
For the Plan year 2019, the IRC limit on before-tax contributions was $19,000. In addition, eligible employees who have attained age 50 prior to the close of the Plan year are eligible to make a catch-up contribution of $6,000. Employee
contributions are made through payroll deductions. The Company, on a participating unit basis, may elect to make contributions ("Qualified Matching Contribution") to the Plan on the first 6% of employees’ basic contribution. The Company may
also elect to make discretionary contributions. The Company made discretionary contributions of $5,637,239 and $5,402,421 for the years ended December 31, 2019 and 2018, respectively.
The Plan limits covered compensation for purposes of determining Basic and Matching Contributions to $280,000 for the Plan year ended December 31, 2019. All
contributions are subject to limitations imposed by the IRC and ERISA.
Rollover contributions totaled $7,135,646 for the year ended December 31, 2019 and were the result of significant acquisitions including Sanact, Inc. and Hoffman
Southwest Corporation. In connection with the acquisitions, the Plan was amended to allow eligible employees of the acquired companies to participate in the Plan.
Participant Accounts
Individual participant accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, the Company match if applicable, and an allocation of Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The Plan benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
F-S 4
Chemed/Roto-Rooter
Savings & Retirement Plan
Notes to Financial Statements
Vesting and Forfeitures
Participants are immediately vested in their Basic Contributions and any earnings or losses thereon. Vesting in the employer’s Matching Contributions occurs in annual 20% increments after two years of service and
participants are fully vested after six years of service. Additionally, all participants of the Plan are fully vested in employer contributions upon normal retirement, death or total permanent disability incurred while employed. Participants
who forfeit amounts under the Plan are permitted to restore the amount of such forfeiture by paying the Plan, subject to certain limitations, the entire withdrawn amount which gave rise to the forfeiture. Forfeitures are not permitted to be
restored to the participants’ accounts after the occurrence of five consecutive one year breaks-in-service. Company may elect to use forfeitures to pay Plan administrative expenses or to reduce Qualified Nonelective Contributions and Qualified
Matching Contributions.
At December 31, 2019 and 2018, the forfeited account totaled $1,091,730 and $624,782, respectively, which was used to reduce the year end employer contributions receivable.
Investment Options
Investment of employee contributions is made in accordance with employee elections and stipulated Plan provisions. Beginning January 1, 1999, the Plan appointed Merrill Lynch, who was subsequently acquired by
Bank of America, N.A., as Trustee and currently offers participants the ability to invest contribution amounts in various mutual fund options, a stable value common collective trust fund and Chemed Corporation stock. Purchases of Chemed
Corporation stock are made by the Plan’s trustee on the open market. Investment in Chemed Corporation stock is limited to 20% of a participant’s total account balance. Employer contributions are invested in the same manner and allocation as
the employee contributions. The Plan allows participants to transfer funds among the various investment options.
Notes Receivable from Participants
Participants may borrow from their vested account balance a minimum of $500 up to a maximum of 50% of the vested account balance with a maximum limit of $50,000. Loan terms range from 1 to 5 years or up to 10
years if the proceeds of the loan are used for the purchase of the participant’s primary residence. Loans are secured by the balance in the Participant’s account and bear interest at the prime rate plus 1%. Participants may not have more than
two loans outstanding at any one time. Principal and interest payments are payable ratably through direct payroll deductions. Loans are in default when any scheduled payment remains unpaid beyond the last day of the calendar quarter following
the calendar quarter in which the participant missed a scheduled payment. Also, a loan is in default if the participant or a representative makes a false statement to the Plan.
Payment of Benefits
Upon termination of service with the Company, participants are entitled to a lump sum distribution of the vested portion of their account balance. Upon retirement or if a participant becomes totally and
permanently disabled or dies, the participant or their beneficiary isentitled to their entire account balance. Retired and terminated Participants who have an account balance in excess of $5,000 may elect various forms of deferred
distribution.
F-S 5
Chemed/Roto-Rooter
Savings & Retirement Plan
Notes to Financial Statements
Withdrawals
The Plan allows withdrawals of after-tax, rollover and vested employer matching contributions while an active employee. The Plan also allows for a "financial hardship"
withdrawal of before-tax contributions for participants under age 59 ½ years in cases of demonstrated "financial hardship", as defined by the Plan document.
Plan Termination
The Company anticipates that the Plan will continue without interruption but reserves the right to discontinue the Plan subject to the provisions of ERISA and the IRC. In the event that the Plan is terminated, the
participants shall be fully vested in the current market value of amounts credited to their accounts at the date of termination.
| 2. |
Summary of Significant Accounting Policies
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Investment valuation
Investments of the Plan are valued at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. See Note 5.
Notes receivable from participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the
Plan document. No allowance for credit losses has been recorded as of December 31, 2019 or 2018.
Investment income
Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis.
Payment of benefits
Benefits are recorded when paid.
Expenses of the Plan
All expenses incurred in the administration of the Plan are paid by the Plan except for audit and legal expenses which are paid by the Company.
Basis of accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("U. S. GAAP").
Use of estimates
The preparation of financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
F-S 6
Chemed/Roto-Rooter
Savings & Retirement Plan
Notes to Financial Statements
Concentrations, risks and uncertainties
The Plan has a significant concentration of investment in Chemed Corporation stock. A change in the value of this stock could cause the value of the Plan’s net assets to change significantly due to this
concentration.
The Plan provides for various investment options in a number of funds which include stocks, bonds, fixed income securities, mutual funds and other investment securities. Certain investments are exposed to risks
such as changes in interest rates, fluctuations in market conditions and credit risk. The level of risk associated with certain investment securities and uncertainty related to changes in value of these securities could materially affect
participant account balances and amounts reported in the financial statements and accompanying notes.
| 3. |
Tax Status
|
The Internal Revenue Service ("IRS") has determined and informed the Company by a letter dated April 3, 2018, that the Plan and related Trust are designed in accordance with
applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan’s administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable sections of the IRC. The related Trust is exempt from federal income tax under section 501(a) of the IRC.
The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2016.
| 4. |
Reconciliation of Financial Statements to Form 5500
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The following is a reconciliation of the net assets available for benefits per the financial statements at December 31, 2019 and 2018 to Form 5500.
|
December 31,
|
||||||||
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2019
|
2018
|
|||||||
|
Net assets available for benefits per
|
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the financial statements
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$
|
293,584,741
|
$
|
229,251,030
|
||||
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Amounts allocated to withdrawing
|
||||||||
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participants
|
(261,038
|
)
|
(108,520
|
)
|
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Net assets available for benefits per
|
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the Form 5500
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$
|
293,323,703
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$
|
229,142,510
|
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F-S 7
Chemed/Roto-Rooter
Savings & Retirement Plan
Notes to Financial Statements
The following is a reconciliation of change in net assets per the financial statements at December 31, 2019 to Form 5500.
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Increase in net assets per the financial statements
|
$
|
64,333,711
|
||
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Less: Change in amounts allocated to withdrawing particpants
|
(152,518
|
)
|
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Net income per Form 5500
|
$
|
64,181,193
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Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been requested prior to December 31, but are not yet paid as of year-end.
5. Fair Value Measurements
Fair value is defined as the price that will be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is based on a
three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 – Inputs to the
valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 – Inputs to the
valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the
asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for
substantially the full term of the asset or liability.
Level 3 – Inputs to the
valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need
to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value:
Mutual funds – Valued at the net asset value (“NAV”) of shares held by the Plan at year-end, using prices quoted on
active markets at the measurement date.
F-S 8
Chemed/Roto-Rooter
Savings & Retirement Plan
Notes to Financial Statements
Common stock – Valued at
the closing price reported on the New York Stock Exchange on which the security is traded.
Collective trust – Valued at NAV of units of a bank collective trust. The NAV, as provided by the trustee, is
used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable
that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the
investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value:
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Investments
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December 31, 2019
|
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(at fair value)
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Level 1
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Level 2
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Level 3
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Common stock
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$
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39,663,222
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$
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39,663,222
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$
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-
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$
|
-
|
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Mutual funds
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231,379,036
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231,379,036
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-
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-
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Total
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$
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271,042,258
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$
|
-
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$
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-
|
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Investments measured at NAV:
|
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Collective trust fund
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9,588,410
|
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Total investments at fair value
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$
|
280,630,668
|
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Investments
|
December 31, 2018
|
|||||||||||||||
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(at fair value)
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Level 1
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Level 2
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Level 3
|
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Common stock
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$
|
29,288,373
|
$
|
29,288,373
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$
|
-
|
$
|
-
|
||||||||
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Mutual funds
|
177,688,110
|
177,688,110
|
-
|
-
|
||||||||||||
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Total
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$
|
206,976,483
|
$
|
-
|
$
|
-
|
||||||||||
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Investments measured at NAV:
|
||||||||||||||||
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Collective trust fund
|
9,999,899
|
|||||||||||||||
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Total investments at fair value
|
$
|
216,976,382
|
||||||||||||||
Investments in the collective trusts have no holding period, and redemptions can be made daily. There are no unfunded commitments.
F-S 9
Chemed/Roto-Rooter
Savings & Retirement Plan
Notes to Financial Statements
6. Party-In-Interest Transactions
Certain Plan investments held during the years ended December 31, 2019 and 2018 include shares of the Company’s common stock. During 2019, there was approximately $800,000 of purchases and $5,400,000 of
sales related to the Company’s common stock, which qualify as party-in-interest transactions.
F-S 10
Chemed/Roto-Rooter
Savings & Retirement Plan
Form 5500 EIN 31-0791746 Plan No. 104
Schedule H, Line 4i-
Schedule of Assets (Held At End of Year)
|
December 31, 2019
|
Schedule I |
| (e) | ||||||||
|
(a)
|
(b)
|
(c)
|
Current
|
|||||
|
Identity of issue
|
Description of investment
|
value
|
||||||
|
Chemed Corporation common stock
|
||||||||
|
*
|
Chemed Corporation
|
Common Stock
|
$
|
39,663,222
|
||||
|
Mutual funds
|
||||||||
|
iShares
|
S&P 500 Index Fund
|
34,282,798
|
||||||
|
MFS
|
International Intrinsic Value Fund
|
31,869,336
|
||||||
|
T Rowe Price
|
Blue Chip Growth Fund
|
26,432,712
|
||||||
|
JP Morgan
|
Core Bond Fund
|
23,498,883
|
||||||
|
Vanguard
|
Federal Money Market Fund
|
19,028,408
|
||||||
|
BlackRock
|
Equity Dividend Fund
|
18,232,932
|
||||||
|
Victory Sycamore
|
Established Value Fund
|
17,823,354
|
||||||
|
Hartford
|
Mid Cap Growth
|
15,830,682
|
||||||
|
MFS
|
Total Return Fund
|
11,196,071
|
||||||
|
Columbia
|
Small Cap Value Fund
|
6,263,145
|
||||||
|
PIMCO
|
Real Return Fund
|
6,106,764
|
||||||
|
Wells Fargo
|
Short Duration Government Bond Fund
|
6,007,047
|
||||||
|
Invesco Oppenheimer
|
International Small-Mid Company Fund
|
5,856,312
|
||||||
|
Lord Abbett
|
Developing Growth Fund
|
5,147,436
|
||||||
|
Oakmark
|
Equity & Income Fund
|
3,803,156
|
||||||
|
Total mutual funds
|
231,379,036
|
|||||||
|
Collective Trust fund
|
||||||||
|
Invesco
|
Stable Value Retirement Fund
|
9,588,410
|
||||||
|
Notes receivable from participants
|
||||||||
|
*
|
Loan Fund
|
Loans to Participants, at rates ranging from
|
||||||
|
4.25% to 7.50%
|
8,214,284
|
|||||||
|
Total
|
$
|
288,844,952
|
||||||
|
*
|
Denotes party in interest.
|
|||||||
F-S 11
EXHIBIT 1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (No. 2-80712) on Form S-8 of our report dated June
17, 2020 appearing in the annual report on Form 11-K of Chemed/Roto Rooter Savings & Retirement Plan for the year ended December 31, 2019.
/s/ Plante & Moran, PLLC
Columbus, Ohio
June 18, 2020