1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
Carriage Services, Inc. (“Carriage,” the “Company,” “we,” “us,” or “our”) is a leading provider of funeral and cemetery services and merchandise in the United States. Our operations are reported in two business segments: Funeral Home Operations, which currently account for approximately 70% of our revenue and Cemetery Operations, which currently account for approximately 30% of our revenue. At December 31, 2021, we operated 170 funeral homes in 26 states and 31 cemeteries in 11 states.
Our funeral home operations are principally service businesses that generate revenue from sales of burial and cremation services and related merchandise, such as caskets and urns. Funeral services include consultation, the removal and preparation of remains, the use of funeral home facilities for visitation and memorial services and transportation services. We provide funeral services and products on both an “atneed” (time of death) and “preneed” (planned prior to death) basis.
Our cemetery operations generate revenue primarily through sales of cemetery interment rights (primarily grave sites, lawn crypts, mausoleum spaces and niches), related cemetery merchandise (such as memorial markers, outer burial containers, and monuments) and services (interments, inurnments and installation of cemetery merchandise). We provide cemetery services and products on both an atneed and preneed basis.
Principles of Consolidation
The accompanying Consolidated Financial Statements include the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.
Reclassifications
Certain reclassifications have been made to prior period amounts on our Consolidated Statements of Cash Flows related to debt and debt issuance costs to conform to the current period financial statement presentation with no effect on our previously reported Consolidated Statements of Operations and Consolidated Balance Sheet.
Use of Estimates
The preparation of our Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. On an ongoing basis, we evaluate our critical estimates and judgments, which include those related to the impairment of goodwill and the fair value measurements used in business combinations. These policies are considered critical because they may result in fluctuations in our reported results from period to period due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. Actual results may differ from these estimates and such estimates may change if the underlying conditions or assumptions change. Historical performance should not be viewed as indicative of future performance because there can be no assurance the margins, operating income and net earnings, as a percentage of revenue, will be consistent from period to period.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Funeral and Cemetery Receivables
Our funeral receivables are recorded in Accounts receivable, net and primarily consist of amounts due for funeral services already performed.
Atneed cemetery receivables and preneed cemetery receivables with payments expected to be received within one year from the balance sheet date are recorded in Accounts receivable, net. Preneed cemetery receivables with payments expected to be received beyond one year from the balance sheet date are recorded in Preneed cemetery receivables, net. Our cemetery receivables generally consist of preneed sales of cemetery interment rights and related products and services, which are typically financed through interest-bearing installment sales contracts, generally with terms of up to five years, with such interest income reflected as Other revenue. In substantially all cases, we receive an initial down payment at the time the contract is signed.
For our funeral and atneed cemetery receivables, we have a collections policy where statements are sent to the customer at 30 days past due. Past due notification letters are sent at 45 days and continue until payment is received or the contract is placed
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
with a third-party collections agency. For our preneed cemetery receivables, we have a collections policy where past due notification letters are sent to the customer beginning at 15 days past due and periodically thereafter until payment is received or the contract is cancelled.
Our allowance for credit losses reflects our best estimate of expected credit losses over the term of both our funeral and cemetery receivables. Our policy is to write off receivables when we have determined they will no longer be collectible. Write-offs are applied as a reduction to the allowance for credit losses and any recoveries of previous write-offs are netted against bad debt expense in the period recovered.
We determine our allowance for credit losses by using a loss-rate methodology, in which we assess our historical write-off of receivables against our total receivables over several years. From this historical loss-rate approach, we also consider the current and forecasted economic conditions expected to be in place over the life of our receivables. These estimates are impacted by a number of factors, including changes in the economy, demographics and competition in our local communities. We monitor our ongoing credit exposure through an active review of our customers’ receivables balance against contract terms and due dates. Our activities include timely performance of our accounts receivable reconciliations, assessment of our aging of receivables, dispute resolution and payment confirmation. We monitor any change in our historical write-off of receivables utilized in our loss-rate methodology and assess forecasted changes in market conditions within our credit reserve.
See Note 6 to the Consolidated Financial Statements herein for additional information related to our funeral and cemetery receivables.
Inventory
Inventory consists primarily of caskets, outer burial containers and cemetery monuments and markers and is recorded at the lower of its cost basis or net realizable value. Inventory is relieved using specific identification in fulfillment of performance obligations on our contracts.
Business Combinations
Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any difference between the price of the acquisition and fair value. We recognize the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at the acquisition date, measured at the fair value as of that date. Acquisition related costs are recognized separately from the acquisition and are expensed as incurred. We customarily estimate related transaction costs known at closing. To the extent that information not available to us at the closing date subsequently becomes available during the allocation period, we may adjust goodwill, intangible assets, assets or liabilities associated with the acquisition.
We did not acquire any businesses in 2021. On January 3, 2020, we acquired one funeral home and cemetery combination business in Lafayette, California.
The pro forma impact of the acquisitions on prior periods is not presented as the impact is not material to our reported results. The results of the acquired businesses are included in our results of operations from the date of acquisition.
See Note 3 to the Consolidated Financial Statements herein for further information related to acquisitions.
Divested Operations
Prior to divesting a funeral home or cemetery, we first determine whether the sale of the net assets and activities (together referred to as a “set”) qualifies as a business. First, we perform a screen test to determine if the set is not a business. The principle of the screen is that if substantially all of the fair value of the gross assets sold resides in a single asset or group of similar assets, the set is not a business. If the screen is not met, we perform an assessment to determine if the set is a business by evaluating whether the set has both inputs and a substantive process that together significantly contribute to the ability to create outputs. When both inputs and a substantive process are present then the set is determined to be a business and we apply the guidance in Accounting Standards Codification (“ASC”) Topic 350 – Intangibles – Goodwill and Other to determine the accounting treatment of goodwill for that set (see discussion of Goodwill below). Goodwill is only allocated to the sale if the set is considered to be a business.
During 2021, we sold two funeral homes and one cemetery for $2.5 million and we merged six funeral homes with other businesses we own in existing markets. During 2020, we sold eight funeral homes for $8.4 million. During 2019, we divested three funeral homes whose building leases expired and sold a funeral home for $0.9 million. In addition, we merged a funeral home with a business in an existing market.
See Notes 4 and 5 to the Consolidated Financial Statements herein for additional information related to divestitures.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Goodwill
The excess of the purchase price over the fair value of identifiable net assets of funeral home businesses and cemeteries acquired is recorded as goodwill. Goodwill has an indefinite life and is not subject to amortization. As such, we test goodwill for impairment on an annual basis as of August 31st each year. Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test.
Our intent is to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years. In addition to our annual test, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value of a reporting unit may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant negative industry or economic trends and significant adverse changes in the business climate, which may be indicated by a decline in our market capitalization or decline in operating results.
Our quantitative goodwill impairment test involves estimates and management judgment. In the quantitative analysis, we compare the fair value of each reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of that reporting unit is not considered impaired. We determine fair value for each reporting unit using both an income approach, weighted 90%, and a market approach, weighted 10%. Our methodology for determining an income-based fair value is based on discounting projected future cash flows. The projected future cash flows include assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows discounted at our weighted average cost of capital based on market participant assumptions. Our methodology for determining a market approach fair value utilizes the guideline public company method, in which we rely on market multiples of comparable companies operating in the same industry as the individual reporting units. In accordance with the guidance, if the fair value of the reporting unit is less than its carrying amount an impairment charge is recorded in an amount equal to the difference.
For our 2021 annual impairment test, we performed a qualitative assessment and concluded that there was no impairment to goodwill.
During 2020, as a result of economic conditions caused by COVID-19, we performed a quantitative assessment of our goodwill and we recorded an impairment to goodwill of $13.6 million, as the carrying amount of our funeral homes in the Eastern Region Reporting Unit exceeded the fair value.
For our 2020 annual impairment test, we performed a qualitative assessment and determined that there were no factors that would indicate the need to perform an additional quantitative goodwill impairment test and concluded that there was no additional impairment to goodwill.
For our 2019 annual impairment test, we performed a quantitative assessment and concluded there was no impairment to goodwill as the fair value of our reporting units was greater than the carrying value. However, we recorded a goodwill impairment of $0.7 million during the year ended December 31, 2019 related to two funeral homes that we divested.
When we divest a portion of a reporting unit that constitutes a business in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we allocate goodwill associated with that business to be included in the gain or loss on divestiture. The goodwill allocated is based on the relative fair value of the business being divested and the portion of the reporting unit that will be retained. Additionally, after each divestiture, we will test the goodwill remaining in the portion of the reporting unit to be retained for impairment using a qualitative assessment unless we deem a quantitative assessment to be appropriate to ensure the fair value of our reporting units is greater than their carrying value. For the years ended December 31, 2020 and 2021, after each divestiture, we concluded that it was more-likely-than not that the fair value of our reporting units was greater than their carrying value and thus there was no impairment to goodwill.
See Note 4 to the Consolidated Financial Statements included herein for additional information related to goodwill.
Intangible Assets
Our intangible assets include tradenames resulting from acquisitions and are included in Intangible and other non-current assets, net on our Consolidated Balance Sheet. Our tradenames are considered to have an indefinite life and are not subject to amortization. As such, we test our intangible assets for impairment on an annual basis as of August 31st each year. Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more-likely-than not that the fair value of the tradename is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test.
Our intent is to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years. In addition to our annual test, we assess the impairment of intangible assets whenever certain
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
events or changes in circumstances indicate that the carrying value of the intangible asset may be greater than the fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results and significant negative industry or economic trends.
Our quantitative intangible asset impairment test involves estimates and management judgment. Our quantitative analysis is performed using the relief from royalty method, which measures the tradenames by determining the value of the royalties that we are relieved from paying due to our ownership of the asset. We determine the fair value of the asset by discounting the cash flows that represent a savings in lieu of paying a royalty fee for use of the tradename. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows and the determination and application of an appropriate royalty rate and discount rate. To estimate the royalty rates for the individual tradename, we mainly rely on the profit split method, but also consider the comparable third-party license agreements and the return on asset method. A scorecard is used to assess the relative strength of the individual tradename to further adjust the royalty rates selected under the profit-split method for qualitative factors. In accordance with the guidance, if the fair value of the tradename is less than its carrying amount, then an impairment charge is recorded in an amount equal to the difference.
For our 2021 annual impairment test, we performed a qualitative assessment and concluded there that was no impairment to our intangible assets.
During 2020, as a result of economic conditions caused by COVID-19, we performed a quantitative assessment of our tradenames and we recorded an impairment to tradenames for certain of our funeral homes of $1.1 million, as the carrying amount of these tradenames exceeded the fair value.
For our 2020 annual impairment test, we performed a qualitative assessment and determined that there were no factors that would indicate the need to perform an additional quantitative impairment test and concluded there that was no additional impairment to our intangible assets.
For our 2019 annual impairment test, we performed a quantitative assessment and recorded an impairment of $0.2 million for tradenames during the year ended December 31, 2019, as the carrying amount of certain tradenames exceeded their fair value.
See Note 11 to the Consolidated Financial Statements included herein for additional information related to our intangible assets.
Preneed and Perpetual Care Trust Funds
Preneed sales generally require deposits to a trust or purchase of a third-party insurance product. We have established a variety of trusts in connection with funeral home and cemetery operations as required under applicable state laws. Such trusts include (i) preneed funeral trusts; (ii) preneed cemetery merchandise and service trusts; and (iii) cemetery perpetual care trusts.
Our preneed and perpetual care trust funds are reported in accordance with the principles of consolidating Variable Interest Entities (“VIEs”). In the case of preneed trusts, the customers are the legal beneficiaries. In the case of perpetual care trusts, we do not have a right to access the corpus in the perpetual care trusts.
Our trust fund assets are reflected in our financial statements as Preneed cemetery trust investments, Preneed funeral trust investments and Cemetery perpetual care trust investments. We have recognized financial interests of third parties in the trust funds in our financial statements as Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus.
The fair value of our trust fund assets are accounted for as Collateralized Financing Entities (“CFEs”) in ASC Topic 810. The accounting guidance for CFEs allows companies to elect to measure both the financial assets and financial liabilities using the more observable of the fair value of the financial assets or fair value of the financial liabilities. Pursuant to this guidance, we have determined the fair value of the financial assets of the trusts are more observable and we first measure those financial assets at fair value. Our fair value of the financial liabilities mirror the fair value of the financial assets, in accordance with the ASC. Any changes in fair value are recognized in earnings.
We present our credit losses for fixed income securities as an allowance for the fixed income securities we do not intend to sell and it is likely that we will not be required to sell prior to their anticipated recovery.
In accordance with respective state laws, we are required to deposit a specified amount into perpetual and memorial care trust funds for each interment right and certain memorials sold. Income from the trust funds is distributed to us and used to provide for the care and maintenance of the cemeteries and mausoleums. Trust fund income is recognized as revenue when realized by the trust and distributable to us. We are restricted from withdrawing any of the principal balances of these funds.
An enterprise is required to perform an analysis to determine whether the enterprise’s variable interest(s) give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our analysis continues to support our position as the primary beneficiary in the majority of our funeral and cemetery trust funds.
We also have preneed funeral trust fund assets in trusts that are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost, reflected in our financial statements as Receivables from preneed funeral trusts, net.
Our preneed funeral and preneed cemetery merchandise and service trusts are reflected in our financial statements net of an allowance for contract cancellations. We determine this allowance based on our five-year historical experience of contract cancellations. On an ongoing basis, we monitor our historical trend and adjust our allowance accordingly.
See Notes 7 and 8 to the Consolidated Financial Statements herein for additional information related to preneed and perpetual care trust funds.
Fair Value Measurements
We measure the securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts at fair value on a recurring basis in accordance with ASC Topic 820. This guidance defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
We disclose the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date. We currently do not have any assets that have fair values determined by Level 3 inputs and no liabilities measured at fair value. We have not elected to measure any additional financial instruments and certain other items at fair value that are not currently required to be measured at fair value.
In the ordinary course of business, we are typically exposed to a variety of market risks. Currently, these are primarily related to changes in fair market values related to outstanding debts and changes in the values of securities associated with the preneed and perpetual care trusts. Management is actively involved in monitoring exposure to market risk and developing and utilizing risk management techniques when appropriate and when available for a reasonable price.
See Notes 7 and 10 to the Consolidated Financial Statements herein for additional required disclosures related to our fair value measurement of our financial assets and liabilities.
Capitalized Commissions on Preneed Contracts
We capitalize sales commissions and other direct selling costs related to preneed cemetery merchandise and services and preneed funeral trust contracts as these costs are incremental and recoverable costs of obtaining a contract with a customer. Our capitalized commissions on preneed contracts are amortized on a straight-line basis over the average maturity period of ten years for our preneed funeral trust contracts and eight years for our preneed cemetery merchandise and services contracts. Amortization expense totaled $0.6 million for each of the years ended December 31, 2019, 2020 and 2021.
The selling costs related to the sales of cemetery interment rights, which include real property and other costs related to cemetery development activities, continue to be expensed using the specific identification method in the period in which the sale of the cemetery interment right is recognized as revenue. The selling costs related to preneed funeral insurance contracts continue to be expensed in the period incurred as these contracts are not included on our Consolidated Balance Sheet.
See Note 11 to the Consolidated Financial Statements herein for additional information related to our capitalized commissions on preneed contracts.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Property, Plant and Equipment
Property, plant and equipment (including equipment under finance leases) are stated at cost. The costs of ordinary maintenance and repairs are charged to operations as incurred, while renewals and major replacements that extend the useful economic life of the asset are capitalized. Depreciation of property, plant and equipment (including equipment under finance leases) is computed based on the straight-line method over the following estimated useful lives of the assets:
| | | | | |
| Years |
Buildings and improvements | 15 to 40 |
Furniture and fixtures | 5 to 10 |
Machinery and equipment | 3 to 15 |
Automobiles | 5 to 7 |
Property, plant and equipment is comprised of the following (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Land | $ | 82,615 | | | $ | 82,095 | |
Buildings and improvements | 240,567 | | | 240,387 | |
Furniture, equipment and automobiles | 91,302 | | | 73,377 | |
Property, plant and equipment, at cost | 414,484 | | | 395,859 | |
Less: accumulated depreciation | (145,433) | | | (126,492) | |
Property, plant and equipment, net | $ | 269,051 | | | $ | 269,367 | |
During the year ended December 31, 2021, we acquired real property for $3.3 million and we sold real property for $5.2 million, with a carrying value of $4.3 million, resulting in a gain on the sale of $0.9 million. We recognized a $0.5 million impairment loss related to property, plant and equipment assets held for sale. The gain on sale and impairment loss were recorded in Net loss on divestitures, disposals and impairment charges.
We also divested two funeral homes and one cemetery that had a carrying value of property, plant and equipment of $1.4 million, which was included in the gain or loss on the sale of divestitures and recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations, described in Note 5 to the Consolidated Financial Statements included herein.
Additionally, we disposed of damaged and obsolete property, plant and equipment that had a carrying value of $1.0 million, which was recorded in Net loss on divestitures, disposals and impairment charges.
During the year ended December 31, 2020, we acquired $1.7 million of property, plant and equipment related to our funeral home and cemetery acquisition, described in Note 3 to the Consolidated Financial Statements included herein. In addition, we divested eight funeral homes that had a carrying value of property, plant and equipment of $8.0 million, which was included in the gain or loss on the sale of divestitures and recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations.
Our growth and maintenance capital expenditures totaled $10.5 million and $19.0 million for the years ended December 31, 2020 and 2021, respectively, for property, plant, equipment. In addition, we recorded depreciation expense of $13.8 million, $14.4 million and $13.8 million for the years ended December 31, 2019, 2020 and 2021, respectively.
Long-lived assets, such as property, plant and equipment and right-of-use assets (see leases discussion below) are reported at the lower of their carrying amount or fair value and are reviewed for impairment whenever events, such as significant negative industry or economic trends or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360 – Property, Plant and Equipment. Factors that could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results. We evaluate our long-lived assets for impairment when a funeral home or cemetery business has negative earnings before interest, taxes, depreciation and amortization (“EBITDA”) for four consecutive years and if there has been a decline in EBITDA in that same period. We test the recoverability of our long-lived assets by comparing their carrying value to the sum of the undiscounted cash flows expected to result from the use of the assets over their remaining useful lives. We recognize an impairment loss if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value.
Additionally, assets to be disposed of and assets not expected to provide any future service potential are recorded at the lower of their carrying amount or fair value less estimated costs to sell. If we determine that the carrying value is not recoverable from the proceeds of the sale, we record an impairment loss at that time.
For the year ended December 31, 2021, we did not identify any factors or events that would trigger us to perform an impairment test on our long-lived assets and concluded there was no impairment to our long-lived assets.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
In connection with the goodwill impairment recorded for the Eastern Region Reporting Unit during the quarter ended March 31, 2020, we evaluated the long-lived assets of our funeral homes in the Eastern Region Reporting Unit for impairment and concluded that there was no impairment to our long-lived assets. Subsequent to our impairment tests performed at March 31, 2020, we did not identify any new factors or events that would trigger us to perform an additional assessment of our long-lived assets.
For the year ended December 31, 2019, we did not identify any factors or events that would trigger us to perform an impairment test on our long-lived assets and concluded there was no impairment to our long-lived assets.
Cemetery Property
When we acquire a cemetery, we utilize an internal and external approach to determine the fair value of the cemetery property. From an external perspective, we obtain an accredited appraisal to provide reasonable assurance for property existence, property availability (unrestricted) for development, property lines, available spaces to sell, identifiable obstacles or easements and general valuation inclusive of known variables in that market. From an internal perspective, we conduct a detailed analysis of the acquired cemetery property using other cemeteries in our portfolio as a benchmark. This provides the added benefit of relevant data that is not available to third party appraisers. Through this thorough internal process, we are able to identify viable costs of property based on historical experience, particular markets and demographics, reasonable margins, practical retail prices and park infrastructure and condition.
Cemetery property was $101.1 million and $100.7 million, net of accumulated amortization of $46.6 million and $53.1 million at December 31, 2020 and 2021, respectively. When cemetery property is sold, the value of the cemetery property (interment right costs) is expensed as amortization using the specific identification method in the period in which the sale of the interment right is recognized as revenue. Our growth capital expenditures totaled $4.7 million and $5.9 million for the years ended December 31, 2020 and 2021, respectively, for cemetery property development. We recorded amortization expense for cemetery interment rights of $4.0 million, $5.0 million and $6.7 million for the years ended December 31, 2019, 2020 and 2021, respectively.
During the year ended December 31, 2021, we divested one cemetery that had a carrying value of cemetery property of $0.1 million, which was included in the gain or loss on the sale of divestitures and recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations. We did not divest any cemeteries during the years ended December 31, 2019 and 2020.
Leases
We have operating and finance leases. We lease certain office facilities, certain funeral homes and equipment under operating leases with original terms ranging from one to twenty years. Many leases include one or more options to renew, some of which include options to extend the leases for up to forty years. We lease certain funeral homes under finance leases with original terms ranging from ten to forty years. We do not have lease agreements with residual value guarantees, sale-leaseback terms, material restrictive covenants or related parties. We do not have any material sublease arrangements.
We determine if an arrangement is a lease at inception based on the facts and circumstances of the agreement. A right-of-use (“ROU”) asset represents our right to use the underlying asset for the lease term and the lease liability represents our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized on our Consolidated Balance Sheet at the lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, while the expense for finance leases is recognized as depreciation expense and interest expense using the effective interest method of recognition. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. We have real estate lease agreements which require payments for lease and non-lease components and we account for these as a single lease component. Leases with an initial term of 12 months or less, that do not include an option to renew the underlying asset, are not recorded on our Consolidated Balance Sheet and expense is recognized on a straight-line basis over the lease term.
Operating lease ROU assets are included in Operating lease right-of-use assets and operating lease liabilities are included in Current portion of operating lease obligations and Obligations under operating leases, net of current portion on our Consolidated Balance Sheet. Finance lease ROU assets are included in Property, plant and equipment, net and finance lease liabilities are included in Current portion of finance lease obligations and Obligations under finance leases, net of current portion on our Consolidated Balance Sheet.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
In connection with the goodwill and intangible impairment tests performed at March 31, 2020, we also evaluated the operating and finance leases of our funeral homes in the Eastern Reporting Unit and concluded that there was no impairment to our operating and finance lease assets. Subsequent to our impairment tests performed at March 31, 2020, we did not identify any new factors or events that would trigger us to perform an additional assessment of our operating and finance leases. See discussion of our impairment policy for long-lived assets and right-of-use assets above.
See Note 15 to the Consolidated Financial Statements included herein for additional information related to our leases.
Equity Plans and Stock-Based Compensation
We have equity-based employee and director compensation plans under which we have granted stock awards, stock options and performance awards. We also have an employee stock purchase plan (the “ESPP”). We recognize compensation expense in an amount equal to the fair value of the stock-based awards expected to vest or to be purchased over the requisite service period. We recognize the effect of forfeitures in compensation cost when they occur and any previously recognized compensation cost for an award is reversed in the period that the award is forfeited.
Fair value is determined on the date of the grant. The fair value of restricted stock is determined using the stock price on the grant date. The fair value of options or awards containing options is determined using the Black-Scholes valuation model or the Monte Carlo simulation pricing model. The fair value of the performance awards related to market performance conditions is determined using the Monte-Carlo simulation pricing model. The fair value of the ESPP is determined based on the discount element offered to employees and the embedded option element, which is determined using an option calculation model.
We recognize all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) as income tax benefit or expense in the income statement. We treat the tax effects of exercised or vested awards as discrete items in the reporting period in which they occur. For the years ended December 31, 2019 and 2020 the excess tax deficiency related to share-based payments was $0.4 million and $0.1 million, respectively. For the year ended December 31, 2021, the excess tax benefit was $1.2 million. The excess tax benefit and tax deficiencies are recorded within Tax adjustment related to discrete items on our Consolidated Statements of Operations. Excess tax benefits and deficiencies related to share-based payments are included in operating cash flows on the Consolidated Statements of Cash Flows.
See Note 18 to the Consolidated Financial Statements included herein for additional information related to our equity plans and stock-based compensation.
Revenue Recognition
Funeral and Cemetery Operations Revenue is recognized when control of the merchandise or services is transferred to the customer. Our performance obligations include the delivery of funeral and cemetery merchandise and services and cemetery property interment rights. Control transfers when merchandise is delivered or services are performed. For cemetery property interment rights, control transfers to the customer when the property is developed and the interment right has been sold and can no longer be marketed or sold to another customer. On our atneed contracts, we generally deliver the merchandise and perform the services at the time of need.
Memorial services frequently include performance obligations to direct the service, provide facilities and motor vehicles, catering, flowers, and stationary products. All other performance obligations on these contracts, including arrangement, removal, preparation, embalming, cremation, interment, and delivery of urns and caskets and related memorialization merchandise are fulfilled at the time of need. Personalized marker merchandise and marker installation services sold on atneed contracts are recognized when control is transferred to the customer, generally when the marker is delivered and installed in the cemetery.
Some of our contracts with customers include multiple performance obligations. For these contracts, we allocate the transaction price to each performance obligation based on its relative standalone selling price, which is based on prices charged to customers per our general price list. Packages for service and ancillary items are offered to help the customer make decisions during emotional and stressful times. Package discounts are reflected net in Revenue. We recognize revenue when the merchandise is transferred or the service is performed, in satisfaction of the corresponding performance obligation. Sales taxes collected are recognized on a net basis in our Consolidated Financial Statements.
Ancillary funeral service revenue, which is recorded in Other revenue, represents revenue from our flower shop, pet cremation and online cremation businesses.
The earnings from our preneed trust investments, as well as trust management fees charged by our wholly-owned registered investment advisory firm (“CSV RIA”) are recorded in Other revenue. As of December 31, 2021, CSV RIA provided investment management and advisory services to approximately 80% of our trust assets, for a fee based on the market value of trust assets. Under state trust laws, we are allowed to charge the trust a fee for advising on the investment of the trust assets and these fees are recognized as income in the period in which services are provided.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Balances due on undelivered preneed funeral trust contracts have been reclassified to reduce Deferred preneed funeral revenue on our Consolidated Balance Sheet of $8.2 million and $8.0 million at December 31, 2020 and 2021, respectively. As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods. However, we estimate an average maturity period of ten years for preneed funeral contracts.
Balances due from customers on delivered preneed cemetery contracts are included in Accounts receivable, net and Preneed cemetery receivables, net on our Consolidated Balance Sheet. Balances due on undelivered preneed cemetery contracts have been reclassified to reduce Deferred preneed cemetery revenue on our Consolidated Balance Sheet. The transaction price allocated to preneed merchandise and service performance obligations that were unfulfilled were $7.9 million and $10.4 million at December 31, 2020 and 2021, respectively. As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods. However, we estimate an average maturity period of eight years for preneed cemetery contracts.
See Notes 21 to the Consolidated Financial Statements herein for additional information related to revenue.
Income Taxes
We and our subsidiaries file a consolidated U. S. federal income tax return, separate income tax returns in 15 states in which we operate and combined or unitary income tax returns in 14 states in which we operate. We record deferred taxes for temporary differences between the tax basis and financial reporting basis of assets and liabilities. We classify our deferred tax liabilities and assets as non-current on our Consolidated Balance Sheet.
We record a valuation allowance to reflect the estimated amount of deferred tax assets for which realization is uncertain. Management reviews the valuation allowance at the end of each quarter and makes adjustments if it is determined that it is more likely than not that the tax benefits will be realized.
We analyze tax benefits for uncertain tax positions and how they are to be recognized, measured, and derecognized in the financial statements; provide certain disclosures of uncertain tax matters; and specify how reserves for uncertain tax positions should be classified on our Consolidated Balance Sheet.
In connection with the CARES Act, we filed a claim for a refund on June 30, 2020, to carryback the NOLs generated in the tax year ended December 31, 2018. The refund claim for $7.0 million from the 2018 tax year was received on August 7, 2020. As our refund claim filed for tax year 2018 exceeded $5.0 million, our 2018 federal return is under audit by the Internal Revenue Service (“IRS”), as required in order to receive Joint Committee approval.
An additional carryback claim for a refund was filed on November 3, 2020 for the tax year ended December 31, 2019, which has not yet been received. On December 4, 2020, Carriage filed an amended federal return for the tax year ended December 31, 2018, in order to take full advantage of the CARES Act legislative changes. The changes reported in the amended return resulted in additional $2.3 million of losses. The additional losses generated from the amended filing will be administratively carried back and processed as part of the Joint Committee review of the 2018 carryback claim.
The majority of the NOLs generated in tax years 2018 and 2019 are the result of filing non-automatic accounting method changes relating to the recognition of revenue from our cemetery property and merchandise and services sales. These losses were carried back 5 years to tax years in which the enacted federal rate was 35%, under the CARES Act.
On October 11, 2021, we received an adverse ruling from the IRS for the accounting method change filed in 2018 for revenue recognition of cemetery property. Approval is still pending for the accounting method change filed for revenue recognition of cemetery merchandise and services. Upon receiving the adverse ruling for cemetery property, we filed an automatic accounting method change on Form 3115, to adopt the IRS’ preferred method of revenue recognition for cemetery property effective for the year ending December 31, 2021, reflected in this filing. The accounting method change application was submitted under the “three-month window” rule, which would grant audit protection for the cumulative effect of the adverse ruling for revenue recognition of cemetery property, at the discretion of the IRS auditor currently reviewing our 2018 federal return. Due to the uncertainty of receiving audit protection for the Form 3115 and not yet receiving approval of the cemetery merchandise and services accounting method change filed in 2018, a reserve remains against the net cash tax benefit derived from carrying back the NOLs generated to tax years in which the enacted federal rate was 35%. Our unrecognized tax benefit reserve for the years ended December 31, 2019, 2020 and 2021 was $0.7 million, $3.7 million and $3.8 million, respectively.
See Note 17 to the Consolidated Financial Statements included herein for additional information related to income taxes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Computation of Earnings Per Common Share
Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options, performance awards and our Convertible Notes (as defined in Note 13).
Share-based awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are recognized as participating securities and included in the computation of both basic and diluted earnings per share. Our grants of restricted stock awards to our employees and directors are considered participating securities, and we have prepared our earnings per share calculations attributable to common stockholders to exclude outstanding unvested restricted stock awards, using the two-class method, in both the basic and diluted weighted average shares outstanding calculation.
Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. In accordance with ASC 260, we have included in the computation of diluted earnings per share the number of performance awards that would have been issuable as if the end of the reporting period was the end of the contingency period. These shares are considered to be outstanding at the beginning of the reporting period.
See Note 20 to the Consolidated Financial Statements included herein related to the computation of earnings per share.
Subsequent Events
We have evaluated events and transactions during the period subsequent to December 31, 2021 through the date the financial statements were issued for potential recognition or disclosure in the accompanying financial statements covered by this report.
See Note 24 to the Consolidated Financial Statements included herein for additional information related to our subsequent events.
2. RECENTLY ISSUED ACCOUNTING STANDARDS
Accounting Pronouncements Not Yet Adopted
Reference Rate Reform
In March 2020, the FASB issued ASU, Reference Rate Reform (“Topic 848”) to provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London InterBank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We did not utilize the optional expedients and exceptions provided by this ASU during the year ended December 31, 2021.
Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
In October 2021, the FASB issued ASU, Business Combinations (“Topic 805”) to improve the accounting for acquired revenue contracts with customers in a business combination. The amendments in this update provide specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. These amendments require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 – Revenue from Contracts with Customers (“Topic 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. These amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted. We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2023. We are still evaluating the impact of adoption on our consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. ACQUISITIONS
We did not acquire any businesses in 2021. On January 3, 2020, we acquired one funeral home and cemetery combination business in Lafayette, California for $33.0 million in cash, of which $5.0 million was deposited in escrow in 2019 and $28.0 million was paid at closing in 2020. We acquired substantially all of the assets and assumed certain operating liabilities of these businesses.
The pro forma impact of this acquisition on prior periods is not presented, as the impact is not significant to our reported results. The results of the acquired business are reflected on our Consolidated Statements of Operations from the date of acquisition.
Subsequent to our initial purchase price allocation for this acquisition made during the first quarter of 2020, we adjusted and finalized our purchase price allocation based on additional information that became available prior to December 31, 2020.
The following table summarizes the breakdown of the purchase price allocation for our 2020 acquisition (in thousands): | | | | | | | | | | | | | | | | | |
| Initial Purchase Price Allocation | | Adjustments | | Adjusted Purchase Price Allocation |
Current assets | $ | 2,662 | | | $ | 108 | | | $ | 2,770 | |
Trust investments | 9,089 | | | — | | | 9,089 | |
Property, plant & equipment | 1,720 | | | — | | | 1,720 | |
Cemetery property | 14,753 | | | 82 | | | 14,835 | |
Goodwill | 12,916 | | | 500 | | | 13,416 | |
Intangible and other non-current assets | 2,506 | | | (628) | | | 1,878 | |
Assumed liabilities | (489) | | | $ | — | | | $ | (489) | |
Deferred tax liability | (527) | | | (5) | | | (532) | |
Trust liabilities | (9,089) | | | — | | | (9,089) | |
Deferred revenue | (541) | | | (57) | | | (598) | |
Purchase price | $ | 33,000 | | | $ | — | | | $ | 33,000 | |
The current assets primarily relate to preneed cemetery receivables. The intangible and other non-current assets primarily relate to the fair value of tradenames. The assumed liabilities primarily relate to the obligations associated with delivered preneed merchandise that were not paid for prior to acquisition. The goodwill recorded for our 2020 acquisition is expected to be deductible for tax purposes.
4. GOODWILL
Many of the former owners and staff of our acquired funeral homes and certain cemeteries have provided high quality service to families for generations, which often represents a substantial portion of the value of a business. The excess of the purchase price over the fair value of identifiable net assets of funeral home businesses and cemeteries acquired is recorded as goodwill.
Our goodwill has an indefinite life and is not subject to amortization. As such, we test goodwill for impairment on an annual basis as of August 31st each year. In addition to our annual test, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value of a reporting unit may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant negative industry or economic trends and significant adverse changes in the business climate, which may be indicated by a decline in our market capitalization or decline in operating results.
For our 2021 annual impairment test, we performed a qualitative assessment and determined that there was no impairment to goodwill.
During 2020, as a result of economic conditions caused by COVID-19, we performed a quantitative assessment of our goodwill and we recorded an impairment to goodwill of $13.6 million, as the carrying amount of our funeral homes in the Eastern Region Reporting Unit exceeded the fair value.
For our 2020 annual impairment test, we performed a qualitative assessment and determined that there was no additional impairment to goodwill.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents changes in goodwill in the accompanying Consolidated Balance Sheet (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Goodwill at the beginning of year | $ | 398,292 | | | $ | 392,978 | |
Net increase in goodwill related to acquisitions | 14,054 | | | — | |
Decrease in goodwill related to divestitures | (5,736) | | | (1,006) | |
Decrease in goodwill related to impairments | (13,632) | | | — | |
Goodwill at the end of the year | $ | 392,978 | | | $ | 391,972 | |
During the year ended December 31, 2021, we allocated $1.0 million of goodwill to the sale of one funeral home for a loss recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations. Goodwill is only allocated to the sale if the set is considered to be a business. When we divest a portion of a reporting unit that constitutes a business in accordance with U.S. GAAP, we allocate goodwill associated with that business to be included in the gain or loss on divestiture. When divesting a business, goodwill is allocated based on the relative fair values of the business being divested and the portion of the reporting unit that will be retained.
During the year ended December 31, 2020, we recognized $14.1 million in goodwill related to our acquisitions; $10.4 million was allocated to our cemetery segment and $3.7 million was allocated to our funeral home segment. In addition, we allocated $5.7 million of goodwill to the sale of five funeral homes for a loss recorded in Net loss on divestitures, disposals and impairment charges.
See Notes 1, 3 and 5 to the Consolidated Financial Statements included herein, for a discussion of the methodology used for our annual goodwill impairment test and a discussion of our acquisitions and divestitures, respectively.
5. DIVESTED OPERATIONS
During 2021, we sold two funeral homes and one cemetery for $2.5 million and we merged six funeral homes with other businesses we own in existing markets. During 2020, we sold eight funeral homes for $8.4 million. During 2019, we divested three funeral homes whose building leases expired and sold a funeral home for $0.9 million. In addition, we merged a funeral home with a business we own in an existing market.
The operating results of these divested funeral homes and cemeteries are reflected on our Consolidated Statements of Operations as shown in the table below (in thousands):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Revenue | $ | 805 | | | $ | 2,643 | | | $ | 1,070 | |
| | | | | |
Operating income (loss) | (569) | | | 159 | | | 6 | |
Net loss on divestitures(1) | (3,883) | | | (6,749) | | | (62) | |
Income tax benefit | 1,288 | | | 2,135 | | | 16 | |
Net loss from divested operations, after tax | $ | (3,164) | | | $ | (4,455) | | | $ | (40) | |
| | | | | | | | |
| | |
(1) | Net loss on divestitures is recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. RECEIVABLES
Accounts Receivable
Accounts receivable is comprised of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Funeral | | Cemetery | | Corporate | | Total |
Trade and financed receivables | $ | 10,728 | | | $ | 13,629 | | | $ | — | | | $ | 24,357 | |
Other receivables | 329 | | | 1,433 | | | 185 | | | 1,947 | |
Allowance for credit losses | (365) | | | (625) | | | — | | | (990) | |
Accounts receivable, net | $ | 10,692 | | | $ | 14,437 | | | $ | 185 | | | $ | 25,314 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2020 |
| Funeral | | Cemetery | | Corporate | | Total |
Trade and financed receivables | $ | 11,448 | | | $ | 12,230 | | | $ | — | | | $ | 23,678 | |
Other receivables | 367 | | | 2,144 | | | 201 | | | 2,712 | |
Allowance for credit losses | (327) | | | (960) | | | — | | | (1,287) | |
Accounts receivable, net | $ | 11,488 | | | $ | 13,414 | | | $ | 201 | | | $ | 25,103 | |
Other receivables include supplier rebates, commissions due from third party insurance companies and perpetual care income receivables. We do not provide an allowance for credit losses for these receivables as we have historically not had any collectability issues nor do we expect any in the foreseeable future.
The following table summarizes the activity in our allowance for credit losses by portfolio segment for the year ended December 31, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| January 1, 2021 | | Provision for Credit Losses | | Write Offs | | Recoveries | | December 31, 2021 |
Trade and financed receivables: | | | | | | | | | |
Funeral | $ | (327) | | | $ | (915) | | | $ | 2,193 | | | $ | (1,316) | | | $ | (365) | |
Cemetery | (960) | | | (325) | | | 660 | | | — | | | (625) | |
Total allowance for credit losses on Trade and financed receivables | $ | (1,287) | | | $ | (1,240) | | | $ | 2,853 | | | $ | (1,316) | | | $ | (990) | |
Preneed Cemetery Receivables
Our preneed cemetery receivables are comprised of the following (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Interment rights | $ | 36,425 | | | $ | 40,863 | |
Merchandise and services | 6,449 | | | 7,348 | |
Unearned finance charges | 4,348 | | | 4,644 | |
Preneed cemetery receivables | $ | 47,222 | | | $ | 52,855 | |
The components of our preneed cemetery receivables are as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Preneed cemetery receivables | $ | 47,222 | | | $ | 52,855 | |
Less: unearned finance charges | (4,348) | | | (4,644) | |
Preneed cemetery receivables, at amortized cost | $ | 42,874 | | | $ | 48,211 | |
Less: allowance for credit losses | (2,604) | | | (1,704) | |
Less: balances due on undelivered cemetery preneed contracts | (7,919) | | | (10,353) | |
Less: amounts in accounts receivable | (11,270) | | | (13,004) | |
Preneed cemetery receivables, net | $ | 21,081 | | | $ | 23,150 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes the activity in our allowance for credit losses for Preneed cemetery receivables, net for the year ended December 31, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| January 1, 2021 | | Provision for Credit Losses | | Write Offs | | December 31, 2021 |
Total allowance for credit losses on Preneed cemetery receivables, net | $ | (1,644) | | | $ | (543) | | | $ | 1,108 | | | $ | (1,079) | |
The amortized cost basis of our preneed cemetery receivables by year of origination as of December 31, 2021 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 | | 2018 | | 2017 | | Prior | | Total |
Total preneed cemetery receivables, at amortized cost | $ | 24,644 | | | $ | 10,955 | | | $ | 6,723 | | | $ | 3,158 | | | $ | 1,198 | | | $ | 1,533 | | | $ | 48,211 | |
The aging of past due preneed cemetery receivables as of December 31, 2021 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31-60 Past Due | | 61-90 Past Due | | 91-120 Past Due | | >120 Past Due | | Total Past Due | | Current | | Total Financing Receivables |
Recognized revenue | $ | 777 | | | $ | 738 | | | $ | 210 | | | $ | 1,919 | | | $ | 3,644 | | | $ | 34,214 | | | $ | 37,858 | |
Deferred revenue | 271 | | | 159 | | | 57 | | | 467 | | | 954 | | | 14,043 | | | 14,997 | |
Total contracts | $ | 1,048 | | | $ | 897 | | | $ | 267 | | | $ | 2,386 | | | $ | 4,598 | | | $ | 48,257 | | | $ | 52,855 | |
The aging of past due preneed cemetery receivables as of December 31, 2020 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31-60 Past Due | | 61-90 Past Due | | 91-120 Past Due | | >120 Past Due | | Total Past Due | | Current | | Total Financing Receivables |
Recognized revenue | $ | 759 | | | $ | 348 | | | $ | 174 | | | $ | 1,763 | | | $ | 3,044 | | | $ | 32,219 | | | $ | 35,263 | |
Deferred revenue | 220 | | | 130 | | | 42 | | | 557 | | | 949 | | | 11,010 | | | 11,959 | |
Total contracts | $ | 979 | | | $ | 478 | | | $ | 216 | | | $ | 2,320 | | | $ | 3,993 | | | $ | 43,229 | | | $ | 47,222 | |
7. TRUST INVESTMENTS
Preneed trust investments represent trust fund assets that we are generally permitted to withdraw as the services and merchandise are provided to customers. Preneed funeral and cemetery contracts are secured by payments from customers, less amounts not required by law to be deposited into trust. These earnings are recognized in Other revenue on our Consolidated Statements of Operations, when a service is performed or merchandise is delivered. Trust management fees charged by CSV RIA are included as revenue in the period in which they are earned. Our investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. We do not intend to sell and it is likely that we will not be required to sell the securities prior to their anticipated recovery.
Cemetery perpetual care trust investments represent a portion of the proceeds from the sale of cemetery property interment rights that we are required by various state laws to deposit into perpetual care trust funds. The income earned from these perpetual care trusts offsets maintenance expenses for cemetery property and memorials. This trust fund income is recognized in Other revenue.
Where quoted prices are available in an active market, investments held by the trusts are classified as Level 1 investments pursuant to the three-level valuation hierarchy. Our Level 1 investments include cash, U.S. treasury debt, common stock and equity mutual funds. Where quoted market prices are not available for the specific security, then fair values are estimated by using quoted prices of similar securities in active markets or inputs other than quoted prices that can corroborate observable market data. These investments are fixed income securities, including foreign debt, corporate debt, preferred stocks, mortgage-backed securities and fixed income mutual funds and other investments, all of which are classified within Level 2 of the valuation hierarchy. We review and update our fair value hierarchy classifications quarterly. See Note 10 to the Consolidated Financial Statements included herein for further information of the fair value measurement.
Changes in the fair value of our trust fund assets (Preneed funeral, cemetery and perpetual care trust investments) are offset by changes in the fair value of our trust fund liabilities (Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus) and reflected in Other, net. There is no impact on earnings until such time the services are performed or the merchandise is delivered, causing the contract to be withdrawn from the trust in accordance with state regulations and the gain or loss is allocated to the contract.
For fixed income securities in an unrealized loss position, we first assess whether we intend to sell or it is more-likely-than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For fixed
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
income securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If our assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis.
We rely on our trust investments to provide funding for the various contractual obligations that arise upon maturity of the underlying preneed contracts. Because of the long-term relationship between the establishment of trust investments and the required performance of the underlying contractual obligations, the impact of current market conditions that may exist at any given time is not necessarily indicative of our ability to generate profit on our future performance obligations.
Preneed Cemetery Trust Investments
The components of Preneed cemetery trust investments on our Consolidated Balance Sheet are as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Preneed cemetery trust investments, at market value | $ | 89,081 | | | $ | 103,808 | |
Less: allowance for contract cancellation | (2,477) | | | (2,905) | |
Preneed cemetery trust investments | $ | 86,604 | | | $ | 100,903 | |
The cost and market values associated with preneed cemetery trust investments at December 31, 2021 are detailed below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 3,088 | | | $ | — | | | $ | — | | | $ | 3,088 |
Fixed income securities: | | | | | | | | | |
| | | | | | | | | |
Foreign debt | 2 | | 15,846 | | | 2,025 | | | (953) | | | 16,918 |
Corporate debt | 2 | | 12,965 | | | 1,374 | | | (49) | | | 14,290 |
Preferred stock | 2 | | 12,455 | | | 1,111 | | | (344) | | | 13,222 |
| | | | | | | | | |
Common stock | 1 | | 40,992 | | | 6,906 | | | (4,079) | | | 43,819 |
Mutual funds: | | | | | | | | | |
Equity | 1 | | 28 | | | 8 | | | — | | | 36 |
Fixed income | 2 | | 11,443 | | | 615 | | | (567) | | | 11,491 |
Trust securities | | | $ | 96,817 | | | $ | 12,039 | | | $ | (5,992) | | | $ | 102,864 |
Accrued investment income | | | $ | 944 | | | | | | | $ | 944 |
Preneed cemetery trust investments | | | | | | | | | $ | 103,808 |
Market value as a percentage of cost | | | | | | | | | 106.2% |
The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
| | | | | |
Due in one year or less | $ | — | |
Due in one to five years | 10,250 | |
Due in five to ten years | 6,815 | |
Thereafter | 27,365 | |
Total fixed income securities | $ | 44,430 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The cost and market values associated with preneed cemetery trust investments at December 31, 2020 are detailed below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 1,859 | | | $ | — | | | $ | — | | | $ | 1,859 |
Fixed income securities: | | | | | | | | | |
| | | | | | | | | |
Foreign debt | 2 | | 15,953 | | | 2,083 | | | (702) | | | 17,334 |
Corporate debt | 2 | | 14,856 | | | 1,820 | | | (358) | | | 16,318 |
Preferred stock | 2 | | 11,886 | | | 980 | | | (336) | | | 12,530 |
Mortgage-backed securities | 2 | | 272 | | | — | | | (159) | | | 113 |
Common stock | 1 | | 30,253 | | | 7,642 | | | (6,601) | | | 31,294 |
Mutual funds: | | | | | | | | | |
Fixed Income | 2 | | 7,494 | | | 1,331 | | | (185) | | | 8,640 |
Trust Securities | | | $ | 82,573 | | | $ | 13,856 | | | $ | (8,341) | | | $ | 88,088 |
Accrued investment income | | | $ | 993 | | | | | | | $ | 993 |
Preneed cemetery trust investments | | | | | | | | | $ | 89,081 |
Market value as a percentage of cost | | | | | | | | | 106.7% |
The following table summarized our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at December 31, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| In Loss Position Less than 12 months | | In Loss Position Greater than 12 months | | Total |
| Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses |
Fixed income securities: | | | | | | | | | | | |
Foreign debt | $ | 4,228 | | | $ | (517) | | | $ | 629 | | | $ | (436) | | | $ | 4,857 | | | $ | (953) | |
Corporate debt | 1,037 | | | (49) | | | — | | | — | | | 1,037 | | | (49) | |
Preferred stock | 1,301 | | | (63) | | | 2,913 | | | (281) | | | 4,214 | | | (344) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total fixed income securities with an unrealized loss | $ | 6,566 | | | $ | (629) | | | $ | 3,542 | | | $ | (717) | | | $ | 10,108 | | | $ | (1,346) | |
The following table summarized our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2020 |
| In Loss Position Less than 12 months | | In Loss Position Greater than 12 months | | Total |
| Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses |
Fixed income securities: | | | | | | | | | | | |
| | | | | | | | | | | |
Foreign debt | $ | 2,517 | | | $ | (57) | | | $ | 371 | | | $ | (645) | | | $ | 2,888 | | | $ | (702) | |
Corporate debt | 784 | | | (99) | | | 542 | | | (259) | | | 1,326 | | | (358) | |
Preferred stock | 709 | | | (118) | | | 4,049 | | | (218) | | | 4,758 | | | (336) | |
Mortgage-backed securities | — | | | — | | | 112 | | | (159) | | | 112 | | | (159) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total fixed income securities with an unrealized loss | $ | 4,010 | | | $ | (274) | | | $ | 5,074 | | | $ | (1,281) | | | $ | 9,084 | | | $ | (1,555) | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Preneed cemetery trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Investment income | $ | 1,743 | | | $ | 2,175 | | | $ | 2,147 | |
Realized gains | 6,353 | | | 8,922 | | | 18,321 | |
Realized losses | (4,677) | | | (5,090) | | | (6,626) | |
Unrealized gains, net | 826 | | | 5,515 | | | 6,047 | |
Expenses and taxes | (1,313) | | | (1,354) | | | (1,715) | |
Net change in deferred preneed cemetery receipts held in trust | (2,932) | | | (10,168) | | | (18,174) | |
| $ | — | | | $ | — | | | $ | — | |
Purchases and sales of investments in the preneed cemetery trusts are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Purchases | $ | (40,984) | | | $ | (48,824) | | | $ | (41,414) | |
Sales | 29,635 | | | 41,178 | | | 43,265 | |
Preneed Funeral Trust Investments
Preneed funeral trust investments represent trust fund assets that we are permitted to withdraw as services and merchandise are provided to customers. Preneed funeral contracts are secured by payments from customers, less retained amounts not required to be deposited into trust.
The components of Preneed funeral trust investments on our Consolidated Balance Sheet are as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Preneed funeral trust investments, at market value | $ | 104,166 | | | $ | 116,973 | |
Less: allowance for contract cancellation | (2,931) | | | (3,315) | |
Preneed funeral trust investments | $ | 101,235 | | | $ | 113,658 | |
The cost and market values associated with preneed funeral trust investments at December 31, 2021 are detailed below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 23,438 | | | $ | — | | | $ | — | | | $ | 23,438 |
Fixed income securities: | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Foreign debt | 2 | | 14,936 | | | 1,874 | | | (887) | | | 15,923 |
Corporate debt | 2 | | 11,231 | | | 1,223 | | | (46) | | | 12,408 |
Preferred stock | 2 | | 11,001 | | | 986 | | | (319) | | | 11,668 |
| | | | | | | | | |
Common stock | 1 | | 36,694 | | | 6,417 | | | (3,574) | | | 39,537 |
Mutual funds: | | | | | | | | | |
Equity | 1 | | 26 | | | 7 | | | — | | | 33 |
Fixed income | 2 | | 9,396 | | | 454 | | | (470) | | | 9,380 |
Other investments | 2 | | 3,754 | | | — | | | — | | | 3,754 |
Trust securities | | | $ | 110,476 | | | $ | 10,961 | | | $ | (5,296) | | | $ | 116,141 |
Accrued investment income | | | $ | 832 | | | | | | | $ | 832 |
Preneed funeral trust investments | | | | | | | | | $ | 116,973 |
Market value as a percentage of cost | | | | | | | | | 105.1% |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
| | | | | |
Due in one year or less | $ | — | |
Due in one to five years | 8,931 | |
Due in five to ten years | 6,083 | |
Thereafter | 24,985 | |
Total fixed income securities | $ | 39,999 | |
The cost and market values associated with preneed funeral trust investments at December 31, 2020 are detailed below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 18,478 | | | $ | — | | | $ | — | | | $ | 18,478 |
Fixed income securities: | | | | | | | | | |
U.S. treasury debt | 1 | | 819 | | | 6 | | | — | | | 825 |
| | | | | | | | | |
Foreign debt | 2 | | 15,144 | | | 2,018 | | | (634) | | | 16,528 |
Corporate debt | 2 | | 13,292 | | | 1,638 | | | (310) | | | 14,620 |
Preferred stock | 2 | | 10,944 | | | 900 | | | (298) | | | 11,546 |
Mortgage-backed securities | 2 | | 293 | | | 1 | | | (155) | | | 139 |
Common stock | 1 | | 28,327 | | | 7,364 | | | (6,052) | | | 29,639 |
Mutual funds: | | | | | | | | | |
| | | | | | | | | |
Fixed income | 2 | | 6,475 | | | 1,198 | | | (121) | | | 7,552 |
Other investments | 2 | | 3,928 | | | — | | | — | | | 3,928 |
Trust securities | | | $ | 97,700 | | | $ | 13,125 | | | $ | (7,570) | | | $ | 103,255 |
Accrued investment income | | | $ | 911 | | | | | | | $ | 911 |
Preneed funeral trust investments | | | | | | | | | $ | 104,166 |
Market value as a percentage of cost | | | | | | | | | 105.7% |
The following table summarized our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at December 31, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| In Loss Position Less than 12 months | | In Loss Position Greater than 12 months | | Total |
| Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses |
Fixed income securities: | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Foreign debt | $ | 4,251 | | | $ | (509) | | | $ | 548 | | | $ | (378) | | | $ | 4,799 | | | $ | (887) | |
Corporate debt | 965 | | | (46) | | | — | | | — | | | 965 | | | (46) | |
Preferred stock | 1,211 | | | (58) | | | 2,710 | | | (261) | | | 3,921 | | | (319) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total fixed income securities with an unrealized loss | $ | 6,427 | | | $ | (613) | | | $ | 3,258 | | | $ | (639) | | | $ | 9,685 | | | $ | (1,252) | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarized our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2020 |
| In Loss Position Less than 12 months | | In Loss Position Greater than 12 months | | Total |
| Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses |
Fixed income securities: | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Foreign debt | $ | 2,225 | | | $ | (55) | | | $ | 337 | | | $ | (579) | | | $ | 2,562 | | | $ | (634) | |
Corporate debt | 763 | | | (96) | | | 528 | | | (214) | | | 1,291 | | | (310) | |
Preferred stock | 506 | | | (87) | | | 3,942 | | | (211) | | | 4,448 | | | (298) | |
Mortgage-backed securities | — | | | — | | | 111 | | | (155) | | | 111 | | | (155) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total fixed income securities with an unrealized loss | $ | 3,494 | | | $ | (238) | | | $ | 4,918 | | | $ | (1,159) | | | $ | 8,412 | | | $ | (1,397) | |
Preneed funeral trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Investment income | $ | 1,753 | | | $ | 1,907 | | | $ | 1,747 | |
Realized gains | 6,214 | | | 9,441 | | | 17,091 | |
Realized losses | (4,612) | | | (4,677) | | | (6,155) | |
Unrealized gains, net | 1,499 | | | 5,555 | | | 5,665 | |
Expenses and taxes | (1,129) | | | (878) | | | (1,221) | |
Net change in deferred preneed funeral receipts held in trust | (3,725) | | | (11,348) | | | (17,127) | |
| $ | — | | | $ | — | | | $ | — | |
Purchases and sales of investments in the preneed funeral trusts are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Purchases | $ | (38,984) | | | $ | (47,315) | | | $ | (38,175) | |
Sales | 29,983 | | | 43,270 | | | 40,658 | |
Cemetery Perpetual Care Trust Investments
Care trusts’ corpus on our Consolidated Balance Sheet represent the corpus of those trusts plus undistributed income. The components of Care trusts’ corpus are as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Cemetery perpetual care trust investments, at market value | $ | 70,828 | | | $ | 72,400 | |
Obligations due from trust | (1,121) | | | (1,244) | |
Care trusts’ corpus | $ | 69,707 | | | $ | 71,156 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table reflects the cost and market values associated with the trust investments held in perpetual care trust funds at December 31, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 1,447 | | | $ | — | | | $ | — | | | $ | 1,447 |
Fixed income securities: | | | | | | | | | |
Foreign debt | 2 | | 10,949 | | | 1,401 | | | (647) | | | 11,703 |
Corporate debt | 2 | | 9,139 | | | 1,065 | | | (32) | | | 10,172 |
Preferred stock | 2 | | 9,742 | | | 803 | | | (226) | | | 10,319 |
| | | | | | | | | |
Common stock | 1 | | 27,853 | | | 4,990 | | | (3,008) | | | 29,835 |
Mutual funds: | | | | | | | | | |
Equity | 1 | | 19 | | | 5 | | | — | | | 24 |
Fixed income | 2 | | 8,141 | | | 530 | | | (460) | | | 8,211 |
Trust securities | | | $ | 67,290 | | | $ | 8,794 | | | $ | (4,373) | | | $ | 71,711 |
Accrued investment income | | | $ | 689 | | | | | | | $ | 689 |
Cemetery perpetual care investments | | | | | | | | | $ | 72,400 |
Market value as a percentage of cost | | | | | | | | | 106.6% |
The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
| | | | | |
Due in one year or less | $ | — | |
Due in one to five years | 6,748 | |
Due in five to ten years | 5,158 | |
Thereafter | 20,288 | |
Total fixed income securities | $ | 32,194 | |
The following table reflects the cost and market values associated with the trust investments held in perpetual care trust funds at December 31, 2020 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 686 | | | $ | — | | | $ | — | | | $ | 686 | |
Fixed income securities: | | | | | | | | | |
| | | | | | | | | |
Foreign debt | 2 | | 12,539 | | | 1,641 | | | (582) | | | 13,598 | |
Corporate debt | 2 | | 11,684 | | | 1,506 | | | (240) | | | 12,950 | |
Preferred stock | 2 | | 10,444 | | | 819 | | | (355) | | | 10,908 | |
Mortgage-backed securities | 2 | | 206 | | | — | | | (121) | | | 85 | |
Common stock | 1 | | 23,662 | | | 6,108 | | | (5,255) | | | 24,515 | |
Mutual funds: | | | | | | | | | |
| | | | | | | | | |
Fixed income | 2 | | 6,444 | | | 1,054 | | | (220) | | | 7,278 | |
Trust securities | | | $ | 65,665 | | | $ | 11,128 | | | $ | (6,773) | | | $ | 70,020 | |
Accrued investment income | | | $ | 808 | | | | | | | $ | 808 | |
Cemetery perpetual care investments | | | | | | | | | $ | 70,828 | |
Market value as a percentage of cost | | | | | | | | | 106.6 | % |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarized our fixed income securities (excluding mutual funds) within our perpetual care trust investment in an unrealized loss position at December 31, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| In Loss Position Less than 12 months | | In Loss Position Greater than 12 months | | Total |
| Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses |
Fixed income securities: | | | | | | | | | | | |
Foreign debt | $ | 2,649 | | | $ | (321) | | | $ | 468 | | | $ | (326) | | | $ | 3,117 | | | $ | (647) | |
Corporate debt | 846 | | | (32) | | | — | | | — | | | 846 | | | (32) | |
Preferred stock | 856 | | | (41) | | | 1,917 | | | (185) | | | 2,773 | | | (226) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total fixed income securities with an unrealized loss | $ | 4,351 | | | $ | (394) | | | $ | 2,385 | | | $ | (511) | | | $ | 6,736 | | | $ | (905) | |
The following table summarized our fixed income securities within our perpetual care trust investment in an unrealized loss position at December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2020 |
| In Loss Position Less than 12 months | | In Loss Position Greater than 12 months | | Total |
| Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses | | Fair market value | | Unrealized Losses |
Fixed income securities: | | | | | | | | | | | |
Foreign debt | $ | 1,728 | | | $ | (43) | | | $ | 312 | | | $ | (539) | | | $ | 2,040 | | | $ | (582) | |
Corporate debt | 592 | | | (74) | | | 410 | | | (166) | | | 1,002 | | | (240) | |
Preferred stock | 1,142 | | | (191) | | | 3,060 | | | (164) | | | 4,202 | | | (355) | |
Mortgage-backed securities | — | | | — | | | 85 | | | (121) | | | 85 | | | (121) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total fixed income securities with an unrealized loss | $ | 3,462 | | | $ | (308) | | | $ | 3,867 | | | $ | (990) | | | $ | 7,329 | | | $ | (1,298) | |
Perpetual care trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Realized gains | $ | 1,663 | | | $ | 2,602 | | | $ | 2,474 | |
Realized losses | (1,258) | | | (1,695) | | | (950) | |
Unrealized gains, net | 2,964 | | | 4,355 | | | 4,421 | |
Net change in Care trusts’ corpus | (3,369) | | | (5,262) | | | (5,945) | |
Total | $ | — | | | $ | — | | | $ | — | |
Perpetual care trust investment security transactions recorded in Other revenue are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Investment income | $ | 4,500 | | | $ | 8,461 | | | $ | 10,443 | |
Realized losses | (377) | | | (387) | | | (118) | |
Total | $ | 4,123 | | | $ | 8,074 | | | $ | 10,325 | |
Purchases and sales of investments in the perpetual care trusts are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Purchases | $ | (26,573) | | | $ | (38,168) | | | $ | (28,317) | |
Sales | 17,588 | | | 34,316 | | | 29,829 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. RECEIVABLES FROM PRENEED FUNERAL TRUSTS
Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost. Receivables from preneed funeral trusts are as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Preneed funeral trust funds, at cost | $ | 17,365 | | | $ | 19,597 | |
Less: allowance for contract cancellation | (521) | | | (588) | |
Receivables from preneed funeral trusts, net | $ | 16,844 | | | $ | 19,009 | |
The following summary reflects the composition of the assets held in trust and controlled by third parties to satisfy our future obligations under preneed arrangements related to the preceding contracts at December 31, 2020 and 2021. The cost basis includes reinvested interest and dividends that have been earned on the trust assets. Fair value includes unrealized gains and losses on trust assets.
The composition of the preneed trust funds at December 31, 2021 is as follows (in thousands):
| | | | | | | | | | | |
| Historical Cost Basis | | Fair Value |
As of December 31, 2021 | | | |
Cash and cash equivalents | $ | 5,595 | | | $ | 5,595 | |
Fixed income investments | 11,386 | | | 11,386 | |
Mutual funds and common stocks | 2,611 | | | 2,682 | |
Annuities | 5 | | | 5 | |
Total | $ | 19,597 | | | $ | 19,668 | |
The composition of the preneed trust funds at December 31, 2020 is as follows (in thousands):
| | | | | | | | | | | |
| Historical Cost Basis | | Fair Value |
As of December 31, 2020 | | | |
Cash and cash equivalents | $ | 4,604 | | | $ | 4,604 | |
Fixed income investments | 10,355 | | | 10,355 | |
Mutual funds and common stocks | 2,402 | | | 2,569 | |
Annuities | 4 | | | 4 | |
Total | $ | 17,365 | | | $ | 17,532 | |
9. CONTRACTS FUNDED BY INSURANCE
When preneed funeral contracts are funded through third-party insurance policies, we earn a commission on the sale of the policies. Insurance commissions are subject to refund (charge-back) if the preneed policy is cancelled within a year or if there is an imminent death of beneficiary before the first year anniversary of the policy. We record these insurance commissions as Other revenue when the commission is no longer subject to refund, which is typically one year after the policy is issued. All selling costs incurred pursuant to the sale of the insurance funded preneed contracts are expensed as incurred.
Generally, at the time of the sale of either the preneed insurance or preneed trust contract, the intent is that the beneficiary has made a commitment to assign the proceeds to us for the fulfillment of the service and merchandise obligations on the preneed contract at the time of need. However, this commitment is generally revocable and the proceeds from the policy are portable, so the customer can choose to use an alternative provider at the time of need.
Preneed funeral contracts to be funded at maturity by third-party insurance policies totaled $395.4 million and $403.3 million at December 31, 2020 and 2021, respectively, and are not recorded as assets or liabilities on our Consolidated Balance Sheet.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date applicable for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. We disclose the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date.
We evaluated our financial assets and liabilities for those that met the criteria of the disclosure requirements and fair value framework. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate the fair values of those instruments due to the short-term nature of the instruments. The fair values of our receivables on preneed cemetery contracts are impracticable to estimate because of the lack of a trading market and the diverse number of individual contracts with varying terms. Our acquisition debt and Credit Facility (as defined in Note 12) and Senior Notes (as defined in Note 14) are classified within Level 2 of the Fair Value Measurements hierarchy.
At December 31, 2021, the carrying value and fair value of our Credit Facility was $155.4 million. We believe that our Credit Facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and therefore, the carrying value of our Credit Facility approximates fair value. We estimate the fair value of our acquisition debt utilizing an income approach, which uses a present value calculation to discount payments based on current market rates as of the reporting date. At December 31, 2021, the carrying value of our acquisition debt was $4.5 million, which approximated its fair value. The fair value of our Senior Notes was $401.6 million at December 31, 2021 based on the last traded or broker quoted price.
We identified investments in fixed income securities, common stock and mutual funds presented within the preneed and perpetual care trust investments categories on our Consolidated Balance Sheet as having met the criteria for fair value measurement. Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost.
The following three-level valuation hierarchy based upon the transparency of inputs is utilized in the measurement and valuation of financial assets or liabilities as of the measurement date:
•Level 1—Fair value of securities based on unadjusted quoted prices for identical assets or liabilities in active markets. Our investments classified as Level 1 securities include cash, U.S. treasury debt, common stock and equity mutual funds;
•Level 2—Fair value of securities estimated based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation. These inputs include interest rates, yield curves, credit risk, prepayment speeds, rating and tax-exempt status. Our investments classified as Level 2 securities include foreign debt, corporate debt, preferred stocks, mortgage-backed securities and fixed income mutual funds and other investments.
•Level 3—Unobservable inputs based upon the reporting entity’s internally developed assumptions, which market participants would use in pricing the asset or liability. As of December 31, 2020 and 2021, we did not have any assets that had fair values determined by Level 3 inputs and no liabilities measured at fair value.
See Notes 7 and 8 to our Consolidated Financial Statements herein for the fair value hierarchy levels of our trust investments.
11. INTANGIBLE AND OTHER NON-CURRENT ASSETS
Intangible and other non-current assets are as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Tradenames | $ | 23,565 | | | $ | 23,565 | |
Prepaid agreements not-to-compete, net of accumulated amortization of $3,193 and $3,316, respectively | 2,785 | | | 2,247 | |
Capitalized commissions on preneed contracts, net of accumulated amortization of $1,594 and $2,278, respectively | 3,141 | | | 3,560 | |
| | | |
Other | 51 | | | 6 | |
Intangible and other non-current assets, net | $ | 29,542 | | | $ | 29,378 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Tradenames
Our tradenames have indefinite lives and therefore are not amortized. During the year ended December 31, 2020, we increased tradenames by $0.4 million related to our 2020 acquisitions described in Note 3 to the Consolidated Financial Statements included herein.
For our 2021 annual impairment test, we performed a qualitative assessment and concluded there that was no impairment to our intangible assets.
During 2020, as a result of economic conditions caused by COVID-19, we performed a quantitative assessment of our tradenames and we recorded an impairment to tradenames for certain of our funeral homes of $1.1 million, as the carrying amount of these tradenames exceeded the fair value.
For our 2020 annual impairment test, we performed a qualitative assessment and determined that there were no factors that would indicate the need to perform an additional quantitative impairment test and concluded there that was no additional impairment to our intangible assets.
See Notes 1, 3 and 5 to the Consolidated Financial Statements included herein, for a discussion of the methodology used for our indefinite lived intangible asset impairment test and discussion of our acquisitions and divestitures, respectively.
Prepaid Agreements
Prepaid agreements not-to-compete are amortized over the term of the respective agreements, ranging generally from one to ten years. Amortization expense was $673,000, $719,000 and $645,000 for the years ended December 31, 2019, 2020 and 2021, respectively. During the year ended December 31, 2020, we divested three funeral homes that had a carrying value of prepaid agreements not-to-compete of $537,000, which was included in the gain or loss on the sale of divestitures and recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations. See Note 5 to the Consolidated Financial Statements included herein, for a discussion of our divestitures.
Capitalized Commissions
We capitalize our selling costs related to preneed cemetery merchandise and services and preneed funeral trust contracts. These costs are amortized on a straight-line basis over the average maturity period for our preneed cemetery merchandise and services contracts and preneed funeral trust contracts, of eight and ten years, respectively. Amortization expense was $558,000, $580,000 and $640,000 for the years ended December 31, 2019, 2020 and 2021, respectively.
The aggregate amortization expense for our non-compete agreements and capitalized commissions as of December 31, 2021 is as follows (in thousands):
| | | | | | | | | | | |
| Non-Compete Agreements | | Capitalized Commissions |
Years ending December 31, | | | |
2022 | $ | 548 | | | $ | 660 | |
2023 | 446 | | | 605 | |
2024 | 381 | | | 544 | |
2025 | 372 | | | 480 | |
2026 | 257 | | | 413 | |
Thereafter | 243 | | | 858 | |
Total amortization expense | $ | 2,247 | | | $ | 3,560 | |
12. CREDIT FACILITY AND ACQUISITION DEBT
At December 31, 2020, our senior secured revolving credit facility (the "Former Credit Facility") was comprised of: (i) a $190.0 million revolving credit facility, including a $15.0 million subfacility for letters of credit and a $10.0 million swingline, and (ii) an accordion or incremental option allowing for future increases in the facility size by an additional amount of up to $75.0 million in the form of increased revolving commitments or incremental term loans. The final maturity of the Former Credit Facility was to occur on May 31, 2023.
On May 13, 2021, in connection with the issuance of the Senior Notes (defined in Note 14), we entered into an amended and restated $150.0 million senior secured revolving credit facility (the “Credit Facility”) with the Credit Facility Subsidiary Guarantors (as defined below), the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent. We incurred $0.8 million in transactions costs related to the Credit Facility, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
On May 13, 2021, we used $21.4 million of the availability under the Credit Facility to repay the then outstanding balances under our Former Credit Facility and all commitments thereunder were terminated. In connection with the repayment in full of all amounts due thereunder, the Former Credit Facility was retired and $2.1 million of letters of credit previously issued under the Former Credit Facility were deemed issued under (and remain outstanding under) the Credit Facility. In connection with the termination of the Former Credit Facility, we recognized a loss on the write-off of $0.1 million in unamortized debt issuance costs, which was recorded in Loss on extinguishment of debt.
On November 22, 2021, we entered into a first amendment and commitment increase to the Credit Facility with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent. Pursuant to this amendment, the revolving credit commitment was increased from $150.0 million to $200.0 million. We incurred $0.1 million in transactions costs related to this amendment, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.
Our obligations under the Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the Senior Notes and certain of our subsequently acquired or organized domestic subsidiaries (collectively, the “Subsidiary Guarantors”). The Credit Facility allows for future increases in the facility size in the form of increased revolving commitments or new incremental term loans by an additional amount of up to $75.0 million in the aggregate. The final maturity of the Credit Facility will occur on May 13, 2026.
The Credit Facility is secured by a first-priority perfected security interest in and lien on substantially all of the Company’s personal property assets and those of the Subsidiary Guarantors. In addition, the Credit Facility includes provisions which require the Company and the Subsidiary Guarantors, upon the occurrence of an event of default or in the event the Company’s actual Total Leverage Ratio is not at least 0.25 less than the required Total Leverage Ratio covenant level under the Credit Facility, to grant additional liens on real property assets accounting for no less than 50% of the Company’s and the Subsidiary Guarantors’ funeral operations if requested by the administrative agent.
The Credit Facility contains customary affirmative covenants, including, but not limited to, covenants with respect to the use of proceeds, payment of taxes and other obligations, continuation of the Company’s business and the maintenance of existing rights and privileges, the maintenance of property and insurance, amongst others.
In addition, the Credit Facility also contains customary negative covenants, including, but not limited to, covenants that restrict (subject to certain exceptions) the ability of the Company and the Subsidiary Guarantors to incur indebtedness, grant liens, make investments, engage in mergers and acquisitions, and pay dividends and other restricted payments, and certain financial maintenance covenants. At December 31, 2021, we were subject to the following financial covenants under our Credit Facility: (A) a Total Leverage Ratio not to exceed, (i) 5.00 to 1.00 and (B) a Fixed Charge Coverage Ratio (as defined in the Credit Facility) of not less than 1.20 to 1.00 as of the end of any period of four consecutive fiscal quarters. These financial maintenance covenants are calculated for the Company and its subsidiaries on a consolidated basis.
We were in compliance with all of the covenants contained in our Credit Facility at December 31, 2021.
Our Credit Facility and Acquisition debt consisted of the following (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Credit Facility | $ | 47,200 | | | $ | 155,400 | |
Debt issuance costs, net of accumulated amortization of $819 and $1,324, respectively | (1,136) | | | (1,543) | |
Total Credit Facility | $ | 46,064 | | | $ | 153,857 | |
| | | |
Acquisition debt | $ | 5,509 | | | $ | 4,500 | |
Less: current portion | (1,027) | | | (521) | |
Total acquisition debt, net of current portion | $ | 4,482 | | | $ | 3,979 | |
At December 31, 2021, we had outstanding borrowings under the Credit Facility of $155.4 million. We also had one letter of credit for $2.1 million under the Credit Facility, which was increased to $2.3 million on September 1, 2021. The letter of credit will expire on November 25, 2022 and is expected to automatically renew annually and secures our obligations under our various self-insured policies. At December 31, 2021, we had $42.3 million of availability under the Credit Facility.
Outstanding borrowings under our Credit Facility bear interest at either a prime rate or a LIBOR rate, plus an applicable margin based upon our leverage ratio. At December 31, 2021, the prime rate margin was equivalent to 0.75% and the LIBOR rate margin was 1.75%. The weighted average interest rate on our Credit Facility for the year ended December 31, 2021 was 2.4%. The weighted average interest rate on our Former Credit Facility for the year ended December 31, 2020 was 3.8%.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
We have no material assets or operations independent of Subsidiary Guarantors, as all of our assets and operations are held and conducted by the Subsidiary Guarantors. Additionally, we do not currently have any significant restrictions on our ability to receive dividends or loans from any Subsidiary Guarantors.
The interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Credit Facility interest expense | $ | 1,601 | | | $ | 3,738 | | | $ | 1,820 | |
Credit Facility amortization of debt issuance costs | 229 | | | 482 | | | 380 | |
Acquisition debt consists of deferred purchase price and promissory notes payable to sellers. A majority of the deferred purchase price and notes bear no interest and are discounted at imputed interest rates ranging from 7.3% to 10.0%. Original maturities typically range from five to twenty years.
The imputed interest expense related to our acquisition debt is as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Acquisition debt imputed interest expense | $ | 622 | | | $ | 489 | | | $ | 364 | |
The aggregate maturities of our Credit Facility and acquisition debt for the next five years subsequent to December 31, 2021 and thereafter, excluding debt issuance costs, are as follows (in thousands):
| | | | | | | | | | | |
| Credit Facility | | Acquisition Debt |
Years ending December 31, | | | |
2022 | $ | — | | | $ | 825 | |
2023 | — | | | 825 | |
2024 | — | | | 772 | |
2025 | — | | | 772 | |
2026 | 155,400 | | | 325 | |
Thereafter | — | | | 3,007 | |
Total Credit Facility and acquisition debt | $ | 155,400 | | | $ | 6,526 | |
Less: Interest | — | | | (2,026) | |
Present value of Credit Facility and acquisition debt | $ | 155,400 | | | $ | 4,500 | |
13. CONVERTIBLE SUBORDINATED NOTES
On March 19, 2014, we issued $143.75 million aggregate principal amount of our 2.75% convertible subordinated notes due 2021 (the “Convertible Notes”). The Convertible Notes were due on March 15, 2021 and bear interest at 2.75% per year, which was payable semi-annually in arrears on March 15 and September 15 of each year.
In May 2018, we exchanged $115.0 million in aggregate principal amount of Convertible Notes in a privately-negotiated exchange with a limited number of convertible noteholders. We completed privately-negotiated repurchases of $22.4 million, $25,000 and $3.8 million in aggregate principal amount of our Convertible Notes in December 2018, April 2019 and September 2020, respectively.
During the year ended December 31, 2021, we converted $2.4 million in aggregate principal amount of our Convertible Notes held by certain holders for $3.8 million in cash and recorded $1.4 million for the reacquisition of the equity component. The Convertible Notes matured on March 15, 2021, at which time all Convertible Notes outstanding, $0.2 million in aggregate principal amount, were paid in full in cash at par value. Therefore, no Convertible Notes remain outstanding at December 31, 2021.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The carrying values of the liability and equity components of the Convertible Notes are reflected on our Consolidated Balance Sheet as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Long-term liabilities: | | | |
Principal amount | $ | 2,559 | | | $ | — | |
Unamortized discount of liability component | (20) | | | — | |
Convertible Notes issuance costs, net of accumulated amortization of $63 | (1) | | | — | |
Carrying value of the liability component | $ | 2,538 | | | $ | — | |
| | | |
Carrying value of the equity component | $ | 319 | | | $ | — | |
The carrying value of the liability component and the carrying value of the equity component are recorded in Convertible subordinated notes due 2021 and Additional paid-in capital, respectively, on our Consolidated Balance Sheet at December 31, 2020.
The interest expense and accretion of debt discount and debt issuance costs related to our Convertible Notes are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Convertible Notes interest expense | $ | 174 | | | $ | 149 | | | $ | 18 | |
Convertible Notes accretion of debt discount | 241 | | | 216 | | | 20 | |
Convertible Notes amortization of debt issuance costs | 24 | | | 20 | | | 1 | |
The effective interest rate on the unamortized debt discount and debt issuance costs for both years ended December 31, 2020 and 2021 was 11.4% and 3.1%, respectively.
14. SENIOR NOTES
On May 13, 2021, we issued $400.0 million in aggregate principal amount of 4.25% Senior Notes due 2029 (the “Senior Notes”) and related guarantees by the Subsidiary Guarantors in a private offering under Rule 144A and Regulation S of the Securities Act.
We used the proceeds of $395.5 million from the offering of the Senior Notes, which are net of a 1.125% debt discount of $4.5 million, together with cash on hand and borrowings under the Credit Facility, to redeem all of our existing $400.0 million in aggregate principal amount of 6.625% senior notes due 2026 (the “Original Senior Notes”). We paid a premium of $19.9 million to redeem the Original Senior Notes on June 1, 2021 at a redemption price of 104.97% of the principal amount thereof, plus accrued and unpaid interest of $13.25 million. During the year ended December 31, 2021, we incurred $1.3 million in transaction costs related to the Senior Notes.
For the year ended December 31, 2021, we recognized a net loss of $23.7 million related to the redemption of the Original Senior Notes, which was recorded in Loss on extinguishment of debt. The loss is composed of the $19.9 million call premium, the write-off of $3.4 million in unamortized debt discount, the write-off of $1.8 million in unamortized debt issuance costs, offset by the write-off of $1.4 million in unamortized debt premium.
The Senior Notes were issued under an indenture, dated as of May 13, 2021 (the “Indenture”), among the Company, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee (“Collateral Trustee”).
The Senior Notes bear interest at 4.25% per year. Interest on the Senior Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The Senior Notes mature on May 15, 2029, unless earlier redeemed or purchased. The Senior Notes are unsecured, senior obligations and are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by each of the Subsidiary Guarantors.
We may redeem the Senior Notes, in whole or in part, at the redemption price of 102.13% on or after May 15, 2024, 101.06% on or after May 15, 2025 and 100% on or after May 15, 2026, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time before May 15, 2024, we may also redeem all or part of the Senior Notes at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. In addition, before May 15, 2024, we may redeem up to 40% of the aggregate principal amount of the Senior Notes outstanding using an amount of cash equal to the net proceeds of certain equity offerings, at a price of 104.25% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption; provided that (1) at least 50% of the aggregate principal amount of the Senior Notes (including any additional Senior Notes) outstanding under the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Indenture remain outstanding immediately after the occurrence of such redemption (unless all Senior Notes are redeemed concurrently), and (2) each such redemption must occur within 180 days of the date of the consummation of any such equity offering.
If a “change of control” occurs, holders of the Senior Notes will have the option to require us to purchase for cash all or a portion of their Senior Notes at a price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the Senior Notes at a price equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest.
The Indenture contains restrictive covenants limiting our ability and our Restricted Subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on certain assets to secure debt, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, sell assets, agree to certain restrictions on the ability of Restricted Subsidiaries to make payments to us, consolidate, merge, sell or otherwise dispose of all or substantially all assets, or engage in transactions with affiliates. The Indenture also contains customary events of default.
The debt discount and the debt issuance costs are being amortized using the effective interest method over the remaining term of 89 months of the Senior Notes. The effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the Senior Notes for the year ended December 31, 2021 was 4.42% and 4.30%, respectively.
The carrying value of our Senior Notes is reflected on our Consolidated Balance Sheet as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2021 |
Long-term liabilities: | | | |
Principal amount | $ | 400,000 | | | $ | 400,000 | |
Debt premium, net of accumulated amortization of $221 | 1,467 | | | — | |
Debt discount, net of accumulated amortization of $1,293 and $301, respectively | (3,582) | | | (4,199) | |
Debt issuance costs, net of accumulated amortization of $496 and $86, respectively | (1,917) | | | (1,191) | |
Carrying value of the Senior Notes | $ | 395,968 | | | $ | 394,610 | |
The fair value of the Senior Notes, which are Level 2 measurements, was $401.6 million at December 31, 2021.
The effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the Original Senior Notes, issued in May 2018, for the year ended December 31, 2020 was 6.69%. The effective interest rate on the unamortized debt premium and the unamortized debt issuance costs for the additional Original Senior Notes, issued in December 2019, for year ended December 31, 2020 was 6.90%.
The interest expense and amortization of debt discount, debt premium and debt issuance costs related to our Senior Notes are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years ended December 31, |
| 2019 | | 2020 | | 2021 |
Senior Notes interest expense | $ | 21,711 | | | $ | 26,500 | | | $ | 21,767 | |
Senior Notes amortization of debt discount | 493 | | | 528 | | | 504 | |
Senior Notes amortization of debt premium | — | | | 221 | | | 85 | |
Senior Notes amortization of debt issuance costs | 139 | | | 280 | | | 195 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The aggregate maturities of our Senior Notes for the next five years subsequent to December 31, 2021 and thereafter are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | |
| | Principal Maturity | | Discount Amortization | | | | Carrying Value |
Years ending December 31, | | | | | | | | |
2022 | | $ | — | | | $ | (493) | | | | | $ | (493) | |
2023 | | — | | | (515) | | | | | (515) | |
2024 | | — | | | (539) | | | | | (539) | |
2025 | | — | | | (563) | | | | | (563) | |
2026 | | — | | | (588) | | | | | (588) | |
Thereafter | | 400,000 | | | (1,501) | | | | | 398,499 | |
Total | | $ | 400,000 | | | $ | (4,199) | | | | | $ | 395,801 | |
15. LEASES
Our lease obligations consist of operating and finance leases related to real estate and equipment. The components of lease cost are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| Income Statement Classification | | 2019 | | | | | 2020 | | 2021 |
Operating lease cost | Facilities and grounds expense(1) | | $ | 3,722 | | | | | | $ | 3,795 | | | $ | 3,762 | |
Short-term lease cost | Facilities and grounds expense(1) | | 250 | | | | | | 185 | | | 193 | |
Variable lease cost | Facilities and grounds expense(1) | | 27 | | | | | | 39 | | | 160 | |
| | | | | | | | | | |
Finance lease cost: | | | | | | | | | | |
Depreciation of leased assets | Depreciation and amortization(2) | | $ | 498 | | | | | | $ | 439 | | | $ | 438 | |
Interest on lease liabilities | Interest expense | | 520 | | | | | | 496 | | | 471 | |
Total finance lease cost | | | 1,018 | | | | | | 935 | | | 909 | |
Total lease cost | | | $ | 5,017 | | | | | | $ | 4,954 | | | $ | 5,024 | |
| | | | | | | | | | | | | | |
| | | | |
(1) | Facilities and grounds expense is included within Cost of service and General, administrative and other on our Consolidated Statements of Operations. |
(2) | Depreciation and amortization expense is included within Field depreciation expense and Home office depreciation and amortization on our Consolidated Statements of Operations. |
Supplemental cash flow information related to our leases is as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Cash paid for operating leases included in operating activities | $ | 3,910 | | | $ | 3,383 | | | $ | 3,822 | |
Cash paid for finance leases included in financing activities | 872 | | | 828 | | | 835 | |
Right-of-use assets obtained in exchange for new leases are as follows (in thousands):
| | | | | | | | | | | |
| Years Ended December 31, |
| 2020 | | 2021 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 782 | | | $ | (1,313) | |
Right-of-use assets obtained in exchange for new finance lease liabilities | — | | | — | |
During the year ended December 31, 2021, we received a leasehold improvement allowance of $1.4 million for the renovation of our home office space in Houston, Texas from our lessor. We recorded a leasehold improvement asset as property,
plant and equipment and reduced our right-of-use asset by $1.4 million. The leasehold improvement allowance will be recognized prospectively by ratably reducing the lease expense over the remaining lease term.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Supplemental balance sheet information related to leases is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
Lease Type | | Balance Sheet Classification | | December 31, 2020 | | December 31, 2021 |
Operating lease right-of-use assets | | Operating lease right-of-use assets | | $ | 21,201 | | | $ | 17,881 | |
| | | | | | |
Finance lease right-of-use assets | | Property, plant and equipment, net | | 6,770 | | | 6,770 | |
Accumulated depreciation | | Property, plant and equipment, net | | (2,005) | | | (2,443) | |
Finance lease right-of-use assets, net | | | | $ | 4,765 | | | $ | 4,327 | |
| | | | | | |
Operating lease current liabilities | | Current portion of operating lease obligations | | $ | 2,082 | | | $ | 1,913 | |
Finance lease current liabilities | | Current portion of finance lease obligations | | 323 | | | 375 | |
Total current lease liabilities | | | | $ | 2,405 | | | $ | 2,288 | |
| | | | | | |
Operating lease non-current liabilities | | Obligations under operating leases, net of current portion | | $ | 20,302 | | | $ | 18,520 | |
Finance lease non-current liabilities | | Obligations under finance leases, net of current portion | | 5,531 | | | 5,157 | |
Total non-current lease liabilities | | | | $ | 25,833 | | | $ | 23,677 | |
| | | | | | |
Total lease liabilities | | | | $ | 28,238 | | | $ | 25,965 | |
The average lease terms and discount rates at December 31, 2021 are as follows:
| | | | | | | | | | | |
| Weighted-average remaining lease term (years) | | Weighted-average discount rate |
Operating leases | 9.8 | | 8.1 | % |
Finance leases | 12.1 | | 8.2 | % |
The aggregate future lease payments for operating and finance leases at December 31, 2021 are as follows (in thousands):
| | | | | | | | | | | |
| Operating | | Finance |
Lease payments due: | | | |
2022 | $ | 3,470 | | | $ | 868 | |
2023 | 3,342 | | | 860 | |
2024 | 3,316 | | | 791 | |
2025 | 3,161 | | | 736 | |
2026 | 3,129 | | | 745 | |
Thereafter | 13,059 | | | 4,810 | |
Total lease payments | $ | 29,477 | | | $ | 8,810 | |
Less: Interest | (9,044) | | | (3,278) | |
Present value of lease liabilities | $ | 20,433 | | | $ | 5,532 | |
At December 31, 2021, we had no additional significant operating or finance leases that had not yet commenced.
16. COMMITMENTS AND CONTINGENCIES
Non-Compete, Consulting and Employment Agreements
We have various non-compete agreements with former owners and employees. These agreements are generally for one to ten years and provide for periodic future payments over the term of the agreements.
We have various consulting agreements with former owners of businesses we have acquired. Payments for such agreements are generally not made in advance. These agreements are generally for one to five years and provide for bi-weekly or monthly payments.
We have employment agreements with our executive officers and certain of our senior leadership. These agreements are generally for three to five years and provide for participation in various incentive compensation arrangements. These
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
agreements generally renew automatically on an annual basis after their initial term has expired, with the exception of our Chairman of the Board and Chief Executive Officer, which does not renew after the current term expiring in February 2028.
At December 31, 2021, the maximum estimated future cash commitments under these agreements with remaining commitment terms, and with original terms of more than one year, are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Non-Compete | | Consulting | | Employment(a) | | Total |
Years ending December 31, | | | | | | | |
2022 | $ | 2,263 | | | $ | 719 | | | $ | 3,333 | | | $ | 6,315 | |
2023 | 1,761 | | | 322 | | | 1,211 | | | 3,294 | |
2024 | 1,186 | | | 148 | | | 900 | | | 2,234 | |
2025 | 832 | | | 51 | | | 900 | | | 1,783 | |
2026 | 458 | | | — | | | 900 | | | 1,358 | |
Thereafter | 308 | | | — | | | 1,012 | | | 1,320 | |
Total | $ | 6,808 | | | $ | 1,240 | | | $ | 8,256 | | | $ | 16,304 | |
| | | | | | | | |
| | |
(a) | Melvin C. Payne, our Chairman of the Board and Chief Executive Officer, has an employment agreement that does not renew after the initial term. |
Defined Contribution Plan
We sponsor a defined contribution plan, a 401K plan, for the benefit of our employees. Matching contributions and plan administrative expenses totaled $2.0 million, $2.3 million and $2.5 million during the years ended December 31, 2019, 2020 and 2021, respectively. We do not offer any post-retirement or post-employment benefits.
Litigation
We are a party to various litigation matters and proceedings. For each of our outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, and the likelihood of an unfavorable outcome. If we determine that an unfavorable outcome is probable and can be reasonably estimated, we establish the necessary accruals. We hold certain insurance policies that may reduce cash outflows with respect to an adverse outcome of certain of these litigation matters.
Chinchilla v. Carriage Services, Inc., et al., Superior Court of California, San Joaquin County, Case No. STK-CV-UOE-2021-0004661. On May 19, 2021, a putative class action against the Company and several of our subsidiaries was filed. Plaintiff, a former employee, seeks monetary damages on behalf of himself and other similarly situated current and former non-exempt employees. Plaintiff claims that the Company failed to, among other things, pay minimum wages, provide meal and rest breaks, pay overtime, provide accurately itemized wage statements, reimburse employees for business expenses, and provide wages when due. See Note 24 to the Consolidated Financial Statements included herein for further discussion of the expected final settlement of this matter.
17. INCOME TAXES
The provision for income taxes consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Current: | | | | | |
U. S. federal provision (benefit) | $ | (2,039) | | | $ | 1,778 | | | $ | 8,848 | |
State provision (benefit) | (195) | | | 2,177 | | | 2,989 | |
Total current provision (benefit) | $ | (2,234) | | | $ | 3,955 | | | $ | 11,837 | |
Deferred: | | | | | |
U. S. federal provision (benefit) | $ | 8,056 | | | $ | 3,994 | | | $ | (452) | |
State provision (benefit) | 2,061 | | | 603 | | | (240) | |
Total deferred provision (benefit) | $ | 10,117 | | | $ | 4,597 | | | $ | (692) | |
Total income tax provision | $ | 7,883 | | | $ | 8,552 | | | $ | 11,145 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
A reconciliation of income taxes calculated at the U.S. federal statutory rate to those reflected in the Consolidated Statements of Operations is as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, | |
| 2019 | | 2020 | | 2021 | |
| Amount | | Percent | | Amount | | Percent | | Amount | | Percent | |
Federal statutory rate | $ | 4,707 | | | 21.0 | | % | $ | 5,175 | | | 21.0 | | % | $ | 9,304 | | | 21.0 | | % |
Effect of state income taxes, net of federal benefit | 1,352 | | | 6.0 | | | 2,080 | | | 8.4 | | | 2,180 | | | 4.9 | | |
Effect of non-deductible expenses and other, net | 947 | | | 4.2 | | | 460 | | | 1.9 | | | (423) | | | (1.0) | | |
Effect of divestitures and impairment of businesses | 911 | | | 4.10 | | | 846 | | | 3.40 | | | 103 | | | 0.2 | | |
Change in valuation allowance, net of federal benefit | (34) | | | (0.2) | | | (9) | | | — | | | (19) | | | — | | |
| | | | | | | | | | | | |
Total | $ | 7,883 | | | 35.1 | | % | $ | 8,552 | | | 34.7 | | % | $ | 11,145 | | | 25.1 | | % |
The discrete tax adjustment for the year ended December 31, 2021 includes a $1.2 million excess tax benefit related to share-based payments and other adjustments including return to provision analysis and state legislative changes.
We are subject to taxation in the United States and various states. As of December 31, 2021, tax years 2013 to 2020 are subject to examination by taxing authorities. On May 10, 2017, we filed amended federal returns for the tax years ended December 31, 2013, 2014 and 2015, which generated refunds of $1.9 million. The amended returns are under audit and as a result, the administrative processing of the carryback claims requires that the statute for tax years 2013 to 2015 remains open.
On June 30, 2020, we filed a carryback claim for a refund for the tax year ended December 31, 2018 for $7.0 million. The requested refund was received on August 7, 2020. As our refund claim filed for the tax year 2018 exceeded $5 million, our 2018 federal return is under IRS under audit as required in order to receive Joint Committee approval for the refund.
On November 3, 2020, we filed a carryback claim for refund for the tax year ended December 31, 2019 for $1.2 million, which has not yet been received. On December 4, 2020, we filed an amended federal return for the tax year ended December 31, 2018, in order to take full advantage of the CARES Act legislative changes. The changes reported in the amended return resulted in additional $2.3 million of loss. The additional losses generated from the amended filing will be administratively carried back and processed as part of the Joint Committee review of the 2018 carryback claim.
The majority of the NOLs generated in tax years 2018 and 2019 are primarily the result of filing non-automatic accounting method changes relating to cemetery property and merchandise and services deferred revenue. These losses were carried back 5 years to tax years in which the enacted federal rate was 35%, under the CARES Act.
On October 11, 2021, we received an adverse ruling from the IRS for the accounting method change filed in 2018 for revenue recognition of cemetery property. Approval is still pending for the accounting method change filed for revenue recognition of cemetery merchandise and services. Upon receiving the adverse ruling on the revenue recognition of cemetery property accounting method change, we filed an automatic method change on Form 3115, to adopt the IRS’ preferred revenue recognition method for cemetery property. The accounting method change application was submitted under the “three-month window” rule, which would grant audit protection for the cumulative effect of the adverse ruling for revenue recognition of cemetery property, at the discretion of the IRS agent conducting the audit.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The tax effects of temporary differences from total operations that give rise to significant deferred tax assets and liabilities are as follows (in thousands):
| | | | | | | | | | | |
| Years Ended December 31, |
| 2020 | | 2021 |
Deferred income tax assets: | | | |
Net operating loss carryforwards | $ | 1,570 | | | $ | 1,268 | |
Interest expense limitation | 18 | | | 2,777 | |
Tax credit carryforwards | 100 | | | 88 | |
State depreciation | 1,264 | | | 1,195 | |
Accrued and other liabilities | 6,313 | | | 7,552 | |
Amortization of non-compete agreements | 1,117 | | | 1,172 | |
Prepaid and other assets | 741 | | | 616 | |
| | | |
Total deferred income tax assets | 11,123 | | | 14,668 | |
Less valuation allowance | (222) | | | (198) | |
Total deferred income tax assets | $ | 10,901 | | | $ | 14,470 | |
Deferred income tax liabilities: | | | |
Depreciation and amortization | $ | (50,946) | | | $ | (56,030) | |
Preneed liabilities | (6,427) | | | (4,224) | |
Convertible Notes | (5) | | | — | |
| | | |
Total deferred income tax liabilities | (57,378) | | | (60,254) | |
Total net deferred tax liabilities | $ | (46,477) | | | $ | (45,784) | |
Our deferred tax assets and liabilities, along with related valuation allowances, are classified as non-current on our Consolidated Balance Sheet at December 31, 2020 and 2021.
We record a valuation allowance to reflect the estimated amount of deferred tax assets for which realization is uncertain. Management reviews the valuation allowance at the end of each quarter and makes adjustments if it is determined that it is more-likely-than not that the tax benefits will be realized. We recognized an immaterial net decrease in our valuation allowance during 2020 and 2021.
For state reporting purposes, we have $24.4 million of net operating loss carryforwards that will expire between 2022 and 2041, if not utilized. Based on management’s assessment of the various state net operating losses, it was determined that it is more-likely-than not that we will be able to realize tax benefits on some portion of the amount of the state losses. The valuation allowance at December 31, 2021 was attributable to the deferred tax asset related to a portion of the state operating losses.
We analyze tax benefits for uncertain tax positions and how they are to be recognized, measured, and derecognized in financial statements; provide certain disclosures of uncertain tax matters; and specify how reserves for uncertain tax positions should be classified on our Consolidated Balance Sheet. The deferred tax assets recognized for those NOLs are presented net of these unrecognized tax benefits.
At December 31, 2021, the Company’s unrecognized tax benefits reserve for uncertain tax positions primarily relates to the uncertainty of receiving audit protection for revenue recognition of cemetery property and not yet receiving the IRS approval of the cemetery merchandise and services accounting method change filed in 2018. Our unrecognized tax benefit reserve for the years ended December 31, 2020 and 2021 was $3.7 million and $3.8 million, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Unrecognized tax benefit at beginning of year | $ | — | | | $ | 691 | | | $ | 3,656 | |
Gross increases - tax positions in prior period | 691 | | | — | | | — | |
Gross decreases - tax positions in prior period | — | | | (691) | | | — | |
Gross increases - tax positions in current period | — | | | 3,656 | | | 105 | |
| | | | | |
Unrecognized tax benefit at end of year | $ | 691 | | | $ | 3,656 | | | $ | 3,761 | |
At December 31, 2021, we expect that the $3.8 million of unrecognized tax benefit will be recognized in the next twelve months. We recognize interest accrued related to unrecognized tax benefit as income tax expense. As of December 31, 2021, we accrued $0.1 million of interest related to the unrecognized tax benefit.
18. STOCKHOLDERS’ EQUITY
Share Authorization
We are authorized to issue 80,000,000 shares of common stock, $0.01 per share par value. We had 26,020,494 and 26,264,245 shares issued and 17,995,155 and 15,331,923 shares outstanding, net of 8,025,339 and 10,932,322 shares held in treasury at par, at December 31, 2020 and 2021, respectively.
Stock Based Compensation Plans
During the year ended December 31, 2021, we had two stock benefits plans in effect under which stock, restricted stock, stock options and performance awards have been granted or remain outstanding: the Second Amended and Restated 2006 Long-Term Incentive Plan (as amended, the “Amended and Restated 2006 Plan”) and the 2017 Omnibus Incentive Plan (as amended, the “2017 Plan”). The Amended and Restated 2006 Plan was terminated upon the approval of the 2017 Plan at the annual shareholders meeting on May 17, 2017. The 2017 Plan expires on May 17, 2027. All stock-based plans are administered by the Compensation Committee appointed by our Board of Directors (our “Board”).
At December 31, 2021, we had 2,427,279 shares available to issue under our 2017 Plan. The termination of the Amended and Restated 2006 Plan does not affect the awards previously issued and outstanding.
Restricted Stock
Restricted stock activity is as follows (in thousands, except shares):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2020 | | 2021 |
| Shares | Fair Value | | Shares | Fair Value |
Granted(1) | 10,200 | | $ | 255 | | | 9,300 | | $ | 324 | |
Returned for payroll taxes | 10,588 | | $ | 250 | | | 10,399 | | $ | 375 | |
Cancelled | — | | $ | — | | | 966 | | $ | 27 | |
| | | | | | | | | | | | | | |
| | | | |
(1) | Restricted stock granted during the years ended December 31, 2020 and 2021 will vest over a three-year period, if the employee has remained continuously employed by us during the vesting period, at a weighted average stock price of $25.00 and $34.79, respectively. |
A summary of the status of unvested restricted stock as of December 31, 2021, and changes during 2021, is presented below:
| | | | | | | | | | | |
Restricted stock awards | Shares | | Weighted Average Grant Date Fair Value |
Unvested at January 1, 2021 | 45,130 | | | $ | 23.34 | |
Granted | 9,300 | | | 34.79 | |
Vested | (30,821) | | | 23.81 | |
Cancelled | (966) | | | 28.18 | |
Unvested at December 31, 2021 | 22,643 | | | $ | 27.21 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for restricted stock awards of $828,000, $735,000 and $390,000 for the years ended December 31, 2019, 2020 and 2021, respectively.
At December 31, 2021, we had $616,000 of total unrecognized compensation costs related to unvested restricted stock awards, which are expected to be recognized over a weighted average period of 1.2 years.
Stock Options
During the year ended December 31, 2021, we granted 150,000 options to a certain key employee at a weighted average price of $34.79. These options will vest when the price of our common stock closes at or above $53.39 (50,000 options) and $77.34 (100,000 options) for three consecutive days within the ten-year term and the employee has remained continuously employed by us through such date. The fair value of these options was $1.7 million and was calculated using the Monte-Carlo simulation pricing model.
During the year ended December 31, 2021, our stock price closed at or above $53.39 for three consecutive days, which triggered the vesting of the 50,000 options granted during 2021. As a result, we accelerated the recognition of the grant date fair value of these options and recognized stock-based compensation expense of $511,000 during the year ended December 31, 2021. Additionally, we recognized an additional $129,000 of stock-based compensation expense when we accelerated 12,980 options in connection with the resignation of an employee in accordance with the terms of the separation agreement we entered into in connection with such resignation.
Additional stock option activity is as follows (in thousands, except shares):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2020 | | 2021 |
| Shares | Fair Value | | Shares | Fair Value |
Granted(1) | 20,000 | | $ | 92 | | | 701,400 | | $ | 7,115 | |
Cancelled | 146,034 | | $ | 846 | | | 74,688 | | $ | 722 | |
| | | | | | | | | | | | | | |
| | | | |
(1) | Stock options granted during the years ended December 31, 2020 and 2021 had a weighted average price of $18.02 and $34.79, respectively. The fair value of these options was calculated using the Black-Scholes option pricing model. The options granted in 2020 vest over a three-year period and have a ten-year term. The options granted in 2021 vest over a five-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period. |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2020 | | 2021 |
| Shares | Cash | | Shares | Cash |
Exercised(1) | 40,365 | | N/A | | 423,294 | | N/A |
Returned for option price(2) | 18,640 | | $ | 19 | | | 211,088 | | $ | 1,013 | |
Returned for payroll taxes(3) | 2,954 | | $ | 89 | | | 43,534 | | $ | 2,272 | |
| | | | | | | | | | | | | | |
| | | | |
(1) | Stock options exercised during the years ended December 31, 2020 and 2021 had a weighted average exercise price of $13.72 and $21.99, respectively, with an aggregate intrinsic value of $0.5 million and $8.2 million, respectively. |
(2) | Represents cash received for the payment of the option price. |
(3) | Represents cash withheld for the payment of payroll taxes. |
Stock options are granted with an exercise price equal to the closing price of our common stock on the date of grant. All of the options granted and outstanding under this plan have either a seven or ten-year term. We utilized the Black-Scholes option pricing model and Monte-Carlo simulation pricing model for estimating the fair value of our stock options. These models allow for the use of a range of assumptions related to volatility, risk-free interest rate, expected holding period and dividend yield. The expected volatility utilized in these valuation models is based on the historical volatility of our stock price. The dividend yield and expected holding period are based on historical experience and management's estimate of future events. The risk-free interest rate is derived from the U.S. Treasury yield curve based on the expected life of the option in effect at the time of grant.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The fair value of the options granted using the Monte-Carlo simulation pricing model was estimated on the date of grant with the following assumptions:
| | | | | |
| Year ended December 31, 2021 |
Awards granted | 150,000 |
| |
| |
| |
Dividend yield | 1.15 | % |
Expected volatility | 34.08 | % |
Risk-free interest rate | 1.29 | % |
The fair value of the options granted using the Black-Scholes option pricing model was estimated on the date of grant with the following assumptions:
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Awards granted | 100,000 | | 20,000 | | 701,400 |
Dividend yield | 1.23 | % | | 1.67 | % | | 1.15 | % |
Expected volatility | 27.45 | % | | 38.54 | % | | 36.72 | % |
Risk-free interest rate | 1.65 | % | | 0.25 | % | | 0.57 | % |
Expected holding period (years) | 5.0 | | 3.7 | | 5.0 |
Black-Scholes value | $5.70 | | $4.61 | | $10.14 |
A summary of the stock options at and changes during the three years ended December 31, 2021 is presented in the table below (shares in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
| Shares | | Wtd. Avg. Ex. Price | | Shares | | Wtd. Avg. Ex. Price | | Shares | | Wtd. Avg. Ex. Price |
Outstanding at January 1 | 1,523 | | | $ | 21.95 | | | 1,078 | | | $ | 23.22 | | | 912 | | | $ | 23.40 | |
Granted | 100 | | | $ | 24.35 | | | 20 | | | $ | 18.02 | | | 851 | | | $ | 34.79 | |
Exercised | (247) | | | $ | 17.37 | | | (40) | | | $ | 13.72 | | | (423) | | | $ | 21.99 | |
Cancelled or expired | (298) | | | $ | 21.96 | | | (146) | | | $ | 23.97 | | | (75) | | | $ | 33.56 | |
Outstanding at December 31 | 1,078 | | | $ | 23.22 | | | 912 | | | $ | 23.40 | | | 1,265 | | | $ | 30.94 | |
Exercisable at December 31 | 643 | | | $ | 22.02 | | | 668 | | | $ | 22.90 | | | 426 | | | $ | 25.71 | |
A summary of the intrinsic value of stock options exercised and the fair value of stock options vested for the three years ended December 31, 2021 is presented in the table below (in thousands):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Intrinsic value of options exercised | $ | 1,197 | | | $ | 517 | | | $ | 8,229 | |
Fair value of stock options vested | $ | 853 | | | $ | 735 | | | $ | 1,413 | |
The following table further describes our outstanding stock options at December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options Outstanding | | Options Exercisable |
Actual Ranges of Exercise Prices | Number Outstanding at 12/31/21 | | Weighted-Average Remaining Contractual Life | | Weighted-Average Exercise Price | | Number Exercisable at 12/31/21 | | Weighted-Average Remaining Contractual Life | | Weighted-Average Exercise Price |
$18.02 - $18.02 | 13,333 | | | 3.48 | | $ | 18.02 | | | — | | | — | | | $ | — | |
$20.06 - $26.54 | 464,921 | | | 5.18 | | $ | 24.80 | | | 375,793 | | | 5.07 | | $ | 24.51 | |
$34.79 - $34.79 | 786,900 | | | 9.14 | | $ | 34.79 | | | 50,000 | | | 9.14 | | $ | 34.79 | |
$18.02 - $34.79 | 1,265,154 | | | 7.63 | | $ | 30.94 | | | 425,793 | | | 5.55 | | $ | 25.71 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The aggregate intrinsic value of the outstanding and exercisable stock options was $42.4 million and $16.5 million, respectively, at December 31, 2021. We had $6.1 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted average period of approximately 4.79 years at December 31, 2021.
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for stock options, including the accelerated stock options discussed above of $682,000, $669,000 and $2,355,000 for the years ended December 31, 2019, 2020 and 2021, respectively.
Performance Awards
During the year ended December 31, 2020, we issued 237,500 performance awards to certain employees, payable in shares, with a fair value of $2.8 million. On May 19, 2020, we cancelled all performance award agreements previously awarded to all individuals during 2019, as well as the 237,500 performance awards previously granted in 2020. Concurrently with the cancellation of those performance awards, the Compensation Committee of the Board approved 368,921 new performance awards to be issued to certain employees. These new performance awards were treated as a modification of the cancelled awards and resulted in an additional $1.7 million of incremental compensation expense. These awards will vest (if at all) on December 31, 2024, provided that the Company’s common stock reaches the predetermined growth targets for a sustained period beginning on the grant date and ending on December 31, 2024.
On June 1, 2021, we amended the performance award agreements granted on May 19, 2020 for three of our executives. The amendment increased the amount of performance awards payable in shares for the last three predetermined growth targets. It was treated as a modification of the original performance award agreement and resulted in an additional $2.6 million of incremental compensation expense, expected to be recognized over the remaining term of 36 months.
Additional performance award activity is as follows (in thousands, except shares):
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2020 | | 2021 |
| Shares | Fair Value | | Shares | Fair Value |
Granted | 30,743 | | $ | 733 | | | 55,302 | | $ | 2,116 | |
Cancelled | 33,538 | | $ | 631 | | | 55,896 | | $ | 799 | |
A summary of the new performance award and changes during the year ended December 31, 2021 is presented in the table and below:
| | | | | | | | | | | |
Performance Awards | Shares | | Weighted Average Grant Date Fair Value |
At January 1, 2021 | 366,124 | | | $ | 10.89 | |
Granted | 55,302 | | | 38.27 | |
Amended | 70,236 | | | 36.36 | |
| | | |
Cancelled | (55,896) | | | 14.29 | |
At December 31, 2021 | 435,766 | | | $ | 21.76 | |
The following table reflects the new performance awards granted during the year ended December 31, 2021, their respective fair values and the assumptions utilized in the Monte-Carlo simulation pricing model:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grant date | | April 16, 2021 | | June 1, 2021 | | August 12, 2021 | | September 15, 2021 | | November 29, 2021 |
Simulation period (years) | | 3.71 | | 3.58 | | 3.39 | | 3.29 | | 3.09 |
Share price at grant date | | $35.83 | | $38.78 | | $39.48 | | $45.27 | | $51.15 |
Expected volatility | | 41.17 | % | | 41.79 | % | | 42.85 | % | | 43.44 | % | | 45.50 | % |
Risk-free interest rate | | 0.52 | % | | 0.46 | % | | 0.53 | % | | 0.49 | % | | 0.85 | % |
| | | | | | | | | | |
At December 31, 2021, there was $7.2 million of unrecognized compensation cost related to performance awards expected to be recognized over a weighted average period of 36 months. If all of the predetermined growth targets are met as of December 31, 2024, a total of 1,052,532 shares of common stock would be awarded to participants under this program.
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for performance awards of $196,000, $894,000 and $1,573,000 during the years ended December 31, 2019, 2020 and 2021, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Employee Stock Purchase Plan
We provide all employees the opportunity to purchase common stock through payroll deductions in our ESPP. Purchases are made quarterly; the price being 85% of the lower of the price on the first day of the plan entry date (beginning of the fiscal year) or the actual date of purchase (end of quarter).
ESPP activity is as follows (in thousands, except shares):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
| Shares | Price | | Shares | Price | | Shares | Price |
ESPP | 73,731 | | $ | 13.18 | | | 71,908 | | $ | 16.71 | | | 61,904 | | $ | 26.32 | |
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for our ESPP of $292,000, $434,000 and $552,000 during the years ended December 31, 2019, 2020 and 2021, respectively.
The fair values of the right to purchase shares under the ESPP are estimated at the date of purchase with the four quarterly purchase dates using the following assumptions:
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Dividend yield | 1.4 | % | | 1.5 | % | | 0.01 | % |
Expected volatility | 36.1 | % | | 48.6 | % | | 48.1 | % |
Risk-free interest rate | 2.42%, 2.51%, 2.56%, 2.60% | | 1.54%, 1.57%, 1.57%,1.56% | | 0.09%, 0.09%, 0.10%, 0.10% |
Expected life (years) | 0.25, 0.50, 0.75, 1.00 | | 0.25, 0.50, 0.75, 1.00 | | 0.25, 0.50, 0.75, 1.00 |
Expected volatilities are based on the historical volatility during the previous twelve months of the underlying common stock. The risk-free rate for the quarterly purchase periods is based on the U.S. Treasury yields in effect at the time of purchase. The expected life of the ESPP grants represents the calendar quarters from the beginning of the year to the purchase date (end of each quarter).
Good To Great Incentive Program
We did not issue any shares of common stock in 2021 related to our Good To Great program.
On February 19, 2020, we issued 17,991 shares of our common stock to certain employees, which were valued at $449,000 at a grant date stock price of $25.00.
During 2019, we issued 14,844 shares of our common stock to certain employees, which were valued at $294,000 at a grant date stock price of $19.92.
Non-Employee Director and Board Advisor Compensation
Our Director Compensation Policy provides that each independent director is entitled to a quarterly retainer of $35,000 payable in cash and/or unrestricted shares of our common stock at the end of each quarter. The Lead Director and chairman of our Audit Committee are entitled to an additional annual retainer of $10,000, payable in quarterly installments of $2,500 each at the end of each quarter, and the chairman of our Corporate Governance and Compensation Committees are entitled to an additional annual retainer of $5,000, payable in quarterly installments of $1,250 each at the end of each quarter. Any new independent director will receive upon admission to the Board a grant of $25,000 (in addition to the independent director annual retainer prorated at the time the new director is admitted to the Board) which can be taken in cash or unrestricted shares of our common stock. The Board Advisor is entitled to a quarterly retainer of $18,750 payable in cash and/or unrestricted shares of our common stock at the end of each quarter. The number of shares of such common stock will be determined by dividing the cash amount by the closing price of our common stock on the date of grant, which will be the date of admission to the Board.
On May 17, 2021, James R. Schenck provided notice of his resignation from the Board effective on that date. He served as the chairman of the Corporate Governance Committee and as a member of the Audit Committee and the Compensation Committee. On June 1, 2021, the Board appointed Dr. Achille Messac to be the chairman of the Corporate Governance Committee.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Non-Employee Director and Board Advisor common stock activity is as follows (in thousands, except shares):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
| Shares | Fair Value | | Shares | Fair Value | | Shares | Fair Value |
Board of Directors | 7,458 | | $ | 155 | | | 30,883 | | $ | 654 | | | 14,744 | | $ | 622 | |
Advisor to the Board | — | | $ | — | | | 967 | | $ | 20 | | | 466 | | $ | 20 | |
| | | | | | | | | | | | | | |
| | | | |
(1) | Common stock granted during the years ended December 31, 2019, 2020 and 2021 had a weighted average price of $20.78, $21.16 and $42.14, respectively. |
We recorded compensation expense, which is included in General, administrative and other expenses, related to annual retainers, including the value of stock granted to non-employee Directors and an advisor to our Board, of $455,000, $889,000 and $858,000 during the years ended December 31, 2019, 2020 and 2021, respectively.
Cash Dividends
On October 27, 2021, our Board approved an annual increase of $0.05 per share for a total annual dividend of $0.45 per share beginning with the dividend declaration in the fourth quarter.
Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):
| | | | | | | | | | | |
2021 | Per Share | | Dollar Value |
March 1st | $ | 0.1000 | | | $ | 1,799 | |
June 1st | $ | 0.1000 | | | $ | 1,808 | |
September 1st | $ | 0.1000 | | | $ | 1,783 | |
December 1st | $ | 0.1125 | | | $ | 1,873 | |
| | | |
2020 | Per Share | | Dollar Value |
March 1st | $ | 0.0750 | | | $ | 1,339 | |
June 1st | $ | 0.0750 | | | $ | 1,343 | |
September 1st | $ | 0.0875 | | | $ | 1,569 | |
December 1st | $ | 0.1000 | | | $ | 1,797 | |
19. SHARE REPURCHASE PROGRAM
Subject to market conditions, normal trading restrictions and satisfying certain financial covenants in our Credit Facility, and in the Indenture governing our Senior Notes, we may make purchases in the open market or through privately negotiated transactions under our Board authorized share repurchase program, in accordance with Rule 10b-18 of the Securities Exchange Act.
On May 18, 2021, July 26, 2021 and October 27, 2021, our Board increased our share repurchase authorization by an additional $25.0 million, $25.0 million and $75.0 million, respectively, that including amounts previously authorized and outstanding, totaled up to $190.0 million in share repurchase authorizations.
Share repurchase activity is as follows (dollar value in thousands):
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| Years Ended December 31, |
| 2019 | | 2020 | | 2021 | | | |
Number of Shares Repurchased(1) | 400,000 | | | — | | | 2,906,983 | | | | |
Average Price Paid Per Share | $ | 19.39 | | | $ | — | | | $ | 49.01 | | | | |
Dollar Value of Shares Repurchased(1) | $ | 7,756 | | | $ | — | | | $ | 142,469 | | | | |
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(1) | These amounts may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period. In December 2021, we repurchased 37,408 shares for $2.4 million, the settlement of which occurred in January 2022. |
Our shares were purchased in the open market at times and in amounts as management determined appropriate based on factors such as market conditions, legal requirements and other business considerations. Shares purchased pursuant to the repurchase program are currently held as treasury stock. At December 31, 2021, we had $8.1 million remaining available for repurchase under our authorized program.
See Note 24 to the Consolidated Financial Statements included herein for additional information related to our share repurchases.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
20. EARNINGS PER SHARE
Share-based awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and included in the computation of both basic and diluted earnings per share. Our grants of stock awards to our employees are considered participating securities and we have prepared our earnings per share calculations to exclude earnings allocated to unvested restricted stock awards, using the two-class method, in the basic and diluted weighted average shares outstanding calculation.
The following table sets forth the computation of the basic and diluted earnings per share (in thousands, except per share data):
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| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Numerator for basic and diluted earnings per share: | | | | | |
Net income | $ | 14,533 | | | $ | 16,090 | | | $ | 33,159 | |
Less: Earnings allocated to unvested restricted stock | (62) | | | (46) | | | (53) | |
Income attributable to common stockholders | $ | 14,471 | | | $ | 16,044 | | | $ | 33,106 | |
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Denominator: | | | | | |
Denominator for basic earnings per common share - weighted average shares outstanding | 17,877 | | | 17,872 | | | 17,409 | |
Effect of dilutive securities: | | | | | |
Stock options | 118 | | | 196 | | | 475 | |
Convertible Notes | 10 | | | 9 | | | — | |
Performance awards | — | | | — | | | 382 | |
Denominator for diluted earnings per common share - weighted average shares outstanding | 18,005 | | | 18,077 | | | 18,266 | |
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Basic earnings per common share | $ | 0.81 | | | $ | 0.90 | | | $ | 1.90 | |
Diluted earnings per common share | $ | 0.80 | | | $ | 0.89 | | | $ | 1.81 | |
The fully diluted weighted average shares outstanding for the years ended December 31, 2019 and 2020, and the corresponding calculation of fully diluted earnings per share, included approximately 10,000 and 9,000 shares that would have been issued upon the conversion of our Convertible Notes as a result of the application of the if-converted method prescribed by the FASB ASC 260. At December 31, 2021, we had no Convertible Notes outstanding.
For the year ended December 31, 2019, there were 338,440 stock options excluded from the computation of diluted earnings per share because the inclusion of such stock options would result in an antidilutive effect. For the years ended December 31, 2020 and 2021, no stock options were excluded from the computation of diluted earnings per share.
Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. At December 31, 2021, we had satisfied certain performance criteria for the first, second and third predetermined growth targets of our performance awards to be considered outstanding. Therefore, we included these awards in the computation of diluted earnings per share as of the beginning of the reporting period.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
21. SEGMENT REPORTING
Revenue, disaggregated by major source for each of our reportable segments was as follows (in thousands):
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Year Ended, December 31, 2021 | | | | | | |
| | Funeral | | Cemetery | | Total |
Services | | $ | 164,082 | | | $ | 16,490 | | | $ | 180,572 | |
Merchandise | | 92,023 | | | 13,741 | | | 105,764 | |
Cemetery property | | — | | | 61,957 | | | 61,957 | |
Other revenue | | 13,982 | | | 13,611 | | | 27,593 | |
Total | | $ | 270,087 | | | $ | 105,799 | | | $ | 375,886 | |
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Year Ended, December 31, 2020 | | | | | | |
| | Funeral | | Cemetery | | Total |
Services | | $ | 150,283 | | | $ | 14,701 | | | $ | 164,984 | |
Merchandise | | 84,787 | | | 10,778 | | | 95,565 | |
Cemetery property | | — | | | 44,065 | | | 44,065 | |
Other revenue | | 14,068 | | | 10,766 | | | 24,834 | |
Total | | $ | 249,138 | | | $ | 80,310 | | | $ | 329,448 | |
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Year Ended, December 31, 2019 | | | | | | |
| | Funeral | | Cemetery | | Total |
Services | | $ | 131,636 | | | $ | 10,918 | | | $ | 142,554 | |
Merchandise | | 75,682 | | | 7,665 | | | 83,347 | |
Cemetery property | | — | | | 31,167 | | | 31,167 | |
Other revenue | | 9,550 | | | 7,489 | | | 17,039 | |
Total | | $ | 216,868 | | | $ | 57,239 | | | $ | 274,107 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents operating income (loss), income (loss) before income taxes, depreciation and amortization, interest expense, income tax expense (benefit), total assets, long-lived assets, goodwill, capital expenditures and number of operating locations by segment (in thousands, except number of operating locations):
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| Funeral | | Cemetery | | Corporate | | Consolidated |
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Operating income (loss): | | | | | | | |
2021 | $ | 88,591 | | | $ | 40,353 | | | $ | (35,284) | | | $ | 93,660 | |
2020 | 57,622 | | | 26,859 | | | (27,254) | | | 57,227 | |
2019 | 58,756 | | | 15,983 | | | (27,296) | | | 47,443 | |
Income (loss) before income taxes: | | | | | | | |
2021 | $ | 88,015 | | | $ | 40,473 | | | $ | (84,184) | | | $ | 44,304 | |
2020 | 56,875 | | | 27,087 | | | (59,320) | | | 24,642 | |
2019 | 58,844 | | | 16,025 | | | (52,453) | | | 22,416 | |
Depreciation and amortization: | | | | | | | |
2021 | $ | 11,062 | | | $ | 8,217 | | | $ | 1,241 | | | $ | 20,520 | |
2020 | 11,586 | | | 6,376 | | | 1,427 | | | 19,389 | |
2019 | 11,128 | | | 5,227 | | | 1,416 | | | 17,771 | |
Interest expense: | | | | | | | |
2021 | $ | 835 | | | $ | — | | | $ | 24,610 | | | $ | 25,445 | |
2020 | 1,004 | | | 13 | | | 31,498 | | | 32,515 | |
2019 | 1,142 | | | — | | | 24,380 | | | 25,522 | |
Income tax expense (benefit): | | | | | | | |
2021 | $ | 22,141 | | | $ | 10,181 | | | $ | (21,177) | | | $ | 11,145 | |
2020 | 19,738 | | | 9,401 | | | (20,587) | | | 8,552 | |
2019 | 20,694 | | | 5,635 | | | (18,446) | | | 7,883 | |
Total assets: | | | | | | | |
2021 | $ | 769,539 | | | $ | 390,344 | | | $ | 18,748 | | | $ | 1,178,631 | |
2020 | 764,535 | | | 366,964 | | | 14,326 | | | 1,145,825 | |
2019 | 790,459 | | | 314,413 | | | 24,883 | | | 1,129,755 | |
Long-lived assets: | | | | | | | |
2021 | $ | 611,181 | | | $ | 176,398 | | | $ | 3,839 | | | $ | 791,418 | |
2020 | 619,588 | | | 172,122 | | | 995 | | | 792,705 | |
2019 | 650,179 | | | 145,158 | | | 1,303 | | | 796,640 | |
Goodwill: | | | | | | | |
2021 | $ | 344,823 | | | $ | 47,149 | | | $ | — | | | $ | 391,972 | |
2020 | 345,829 | | | 47,149 | | | — | | | 392,978 | |
2019 | 361,451 | | | 36,841 | | | — | | | 398,292 | |
Capital expenditures: | | | | | | | |
2021 | $ | 11,511 | | | $ | 9,704 | | | $ | 3,668 | | | $ | 24,883 | |
2020 | 6,997 | | | 7,025 | | | 1,176 | | | 15,198 | |
2019 | 8,403 | | | 5,772 | | | 1,204 | | | 15,379 | |
Number of operating locations at year end: | | | | | | | |
2021 | 170 | | 31 | | — | | | 201 |
2020 | 178 | | 32 | | — | | | 210 |
2019 | 186 | | 31 | | — | | | 217 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
22. SUPPLEMENTARY DATA
Balance Sheet
The detail of certain balance sheet accounts is as follows (in thousands):
| | | | | | | | | | | |
| December 31, |
| 2020 | | 2021 |
Prepaids and other current assets: | | | |
Prepaid expenses | $ | 1,919 | | | $ | 2,215 | |
| | | |
Federal income tax receivable | — | | | 4,064 | |
| | | |
Other current assets | 157 | | | 125 | |
Total prepaid and other current assets | $ | 2,076 | | | $ | 6,404 | |
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Current portion of debt and lease obligations: | | | |
Acquisition debt | $ | 1,027 | | | $ | 521 | |
Finance lease obligations | 323 | | | 375 | |
Operating lease obligations | 2,082 | | | 1,913 | |
Total current portion of debt and lease obligations | $ | 3,432 | | | $ | 2,809 | |
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Accrued and other liabilities: | | | |
Incentive compensation | $ | 11,139 | | | $ | 19,121 | |
Insurance | 3,016 | | | 4,089 | |
Unrecognized tax benefit | 3,656 | | | 3,761 | |
Vacation | 3,271 | | | 3,334 | |
Natural disaster liability | — | | | 2,628 | |
Interest | 2,291 | | | 2,250 | |
Salaries and wages | 1,392 | | | 2,193 | |
Employer payroll tax deferral | 1,773 | | | 1,773 | |
Employee meetings and award trips | 801 | | | 1,462 | |
Income tax payable | 798 | | | 485 | |
Commissions | 634 | | | 684 | |
Perpetual care trust payable | 908 | | | 389 | |
Ad valorem and franchise taxes | 435 | | | 450 | |
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Other accrued liabilities | 1,024 | | | 1,154 | |
Total accrued and other liabilities | $ | 31,138 | | | $ | 43,773 | |
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Other long-term liabilities: | | | |
| | | |
Incentive compensation | $ | 2,975 | | | $ | 1,291 | |
| | | |
Employer payroll tax deferral | 1,773 | | | — | |
Severance | — | | | 128 | |
Total other long-term liabilities | $ | 4,748 | | | $ | 1,419 | |
23. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
The following information is supplemental disclosure for the Consolidated Statements of Cash Flows (in thousands):
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| Years Ended December 31, |
| 2019 | | 2020 | | 2021 |
Cash paid for interest and financing costs | $ | 23,870 | | | $ | 30,935 | | | $ | 24,127 | |
Cash paid (refunded) for taxes | 378 | | | (4,457) | | | 16,110 | |
Unsettled share repurchases | 1,396 | | | — | | | 2,429 | |
Fair value of donated real property | — | | | — | | | 635 | |
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24. SUBSEQUENT EVENTS
On January 5, 2022, the Company and the Plaintiff, a former employee, mediated the Chinchilla v. Carriage Services, Inc., et al., matter and executed a Memorandum of Understanding for class settlement in the amount of $1.0 million. The parties will seek preliminary approval of the class settlement after executing a long-form class settlement agreement. At December 31, 2021, we accrued $1.1 million for the expected settlement amount and associated legal fees.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
On February 23, 2022, our Board increased our share repurchase program authorization by an additional $75 million. Prior to the Board’s approval of the increase, at December 31, 2021, we had $8.1 million remaining available for repurchase under our authorized program. At February 23, 2022, we had $83.1 million of share repurchase authorization remaining under the revised repurchase program.