Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company
We are North America’s largest provider of deathcare products and services, with a network of funeral service locations and cemeteries unequaled in geographic scale and reach. At December 31, 2020, we operated 1,470 funeral service locations and 483 cemeteries (including 297 funeral service/cemetery combination locations), which are geographically diversified across 44 states, eight Canadian provinces, the District of Columbia, and Puerto Rico. Our funeral and cemetery operations consist of funeral service locations, cemeteries, funeral service/cemetery combination locations, crematoria, and other related businesses, which enable us to serve a wide array of customer needs. We sell cemetery property and funeral and cemetery merchandise and services at the time of need and on a preneed basis.
Our financial position is enhanced by our $12.7 billion backlog of future revenue from both trust and insurance-funded preneed sales at December 31, 2020. Preneed selling provides us with a strategic opportunity to gain future market share. We also believe it adds to the stability and predictability of our revenue and cash flows. While revenue on the majority of preneed merchandise and service sales is deferred until the time of need, sales of preneed cemetery property provide opportunities for full current revenue recognition to the extent that the property is developed and available for use.
We have adequate liquidity and a favorable debt maturity profile, which allow us to return capital to shareholders through share repurchases and dividends.
Factors affecting our operating results include: demographic trends in terms of population growth and average age, which impact death rates and number of deaths; establishing and maintaining leading market share positions supported by strong local heritage and relationships; effectively responding to increasing cremation trends by selling complementary services and merchandise; controlling salary and merchandise costs; and exercising pricing leverage related to our atneed revenue. The average revenue per funeral contract is influenced by the mix of traditional and cremation services because our average revenue for cremations is lower than that for traditional burials. To further enhance revenue opportunities, we continue to focus on our cremation customer’s preferences and remaining relevant by developing additional memorialization merchandise and services that specifically appeal to cremation customers. We believe the presentation of these additional merchandise and services through our customer-facing technology enhances our customer’s experience by reducing administrative burdens and allowing them to visualize the product offerings and services, which will help drive increases in the average revenue for a cremation in future periods.
Recent Trends
During 2020, an outbreak of a novel strain of coronavirus (COVID-19) spread worldwide and was declared a global pandemic by the World Health Organization on March 11, 2020. COVID-19 poses a threat to the health and economic well-being of our employees, customers, and vendors. Our dedicated associates are acting as first responders and providing essential services for our client families and communities. The operation of all our facilities is critically dependent on our employees who operate these locations. To ensure the well-being of all our employees and their families, we provided them with detailed health and safety literature on COVID-19, such as the Center for Disease Control (the “CDC”)’s industry-specific guidelines for working with the deceased who were and may have been infected with COVID-19. In addition, we provide personal protection equipment to those employees whose positions require such equipment. We continue to add measures to help ensure client families can safely visit our facilities and celebrate the life of their loved ones. We have implemented work from home policies at our corporate offices consistent with CDC and local government guidance to reduce the risks of exposure to COVID-19, while continuing to support our locations and the customers they serve.
Like most businesses world-wide, COVID-19 has impacted various aspects of our business operations; however, we cannot, with certainty, presently predict the scope, severity, or duration with which COVID-19 will continue to impact our business, financial condition, results of operations, and cash flows. As recently as the middle of March 2020, sales growth was continuing to trend in-line and consistent with our forecast for the first quarter of 2020 and when compared to the first quarter of 2019. However, during the last two weeks of March and through April, we saw our preneed sales activity and our sales averages precipitously decline as North Americans began to practice social distancing to comply with multiple state and provincial shelter-in-place orders. Due to the impacts of COVID-19 and uncertainty about the duration of the effects, we took a variety of actions to preserve capital, including but not limited to, reducing the base salaries for officers from the peak of the COVID-19 effects in late April 2020 until late May when the impacts eased. As the world continues to experience the effects of COVID-19, we remain reliant on the values and capabilities of our organization to meet the needs of our client families and while ensuring our associates and customers are safe. As community restrictions have lifted, we have experienced unprecedented growth in our preneed cemetery sales and increased funeral services and burials performed. We have also experienced a return to full memorial services or celebrations in many markets which fluctuates with the varying local restrictions placed on gatherings. We view this as further evidence that a considerable number of our customers continue to value what our team does best, which is helping our client families gain closure and healing through the process of grieving, remembrance, and celebration.
24 Service Corporation International
The rigorous restrictions placed on gathering, mandated by state, provincial, and local governments have posed a unique challenge for our locations. In mid-March, we quickly implemented technology solutions, including leveraging Facebook Live, which allows extended family and friends to virtually participate in the ceremony alongside the immediate family. In addition, certain locations found other ways to include families and friends in services, including giving guests the opportunity to leave condolences on balloons that are tied to chapel chairs so families can feel connected to those unable to attend in person. We also carefully designed outdoor venues to allow guests to be present, while remaining at a safe distance and even offer customers the ability to broadcast cemetery services through radio transmitters at certain locations. Atneed funeral directors are also using virtual meeting platforms to discuss and plan service details with client families. Our preneed sales teams have continued to overcome social distancing obstacles in certain areas of the country by leveraging technology with customers who may prefer to purchase cemetery property and merchandise from the safety of their home or setting up outdoor pop-up canopies to discuss pre-planning from a safe distance. Although they may face challenges to meet face-to-face, our funeral directors continue to listen, understand, suggest, and plan important details for honoring a loved one’s life.
For further discussion of our key operating metrics, see our "Cash Flow" and “Results of Operations” sections below. For a discussion of our results of operations and liquidity and capital resources for the fiscal year ended December 31, 2018, see Management’s Discussion and Analysis of Financial Condition, Liquidity and Capital Resources and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year December 31, 2019, filed with the Securities and Exchange Commission on February 18, 2020.
Financial Condition, Liquidity, and Capital Resources
Capital Allocation Considerations
We rely on cash flow from operations as a significant source of liquidity. Our cash flow from operating activities provided $804.4 million in 2020. In addition, as of December 31, 2020, we have $441.0 million in remaining borrowing capacity under our Bank Credit Facility. As of December 31, 2020, we have $228.4 million in long-term debt current maturities, which primarily consist of $150.0 million on our 2021 senior notes, current amounts due on the term loan, and finance leases.
Our Bank Credit Facility requires us to maintain certain leverage and interest coverage ratios. As of December 31, 2020, we were in compliance with all of our debt covenants. Our financial covenant requirements and actual ratios as of December 31, 2020 are as follows:
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|
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Per Credit Agreement
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Actual
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Leverage ratio
|
4.75 (Max)
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|
3.19
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|
Interest coverage ratio
|
3.00 (Min)
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|
7.06
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|
We have the financial strength and flexibility to reward shareholders through share repurchases and dividends while maintaining a prudent capital structure and pursuing new opportunities for profitable growth.
Our unencumbered cash on hand, future operating cash flows, and the available capacity under our bank credit agreement will give us adequate liquidity to meet our short-term needs as well as our long-term financial obligations. Due to cash balances residing in Canada and minimum operating cash requirements, a portion of our cash on hand is encumbered.
We consistently evaluate the best uses of our cash flow that will yield the highest value and return on capital. Our capital deployment strategy is prioritized as follows:
Investing in Acquisitions and Building New Funeral Service Locations. We manage our footprint by focusing on strategic acquisitions and building new funeral service locations where the expected returns are attractive and exceed our weighted average cost of capital by a meaningful margin. We target businesses with favorable customer dynamics and/or where we can achieve additional economies of scale. We continue to pursue strategic acquisitions and build new funeral service locations in areas that provide us with the potential for scale.
Paying Dividends. Our quarterly dividend rate has steadily grown from $0.025 per common share in 2005 to $0.21 per common share at the end of 2020. We target a payout ratio of 30% to 40% of after tax earnings excluding special items and intend to grow our cash dividend commensurate with the growth in our business. While we intend to pay regular quarterly cash dividends for the foreseeable future, all future dividends are subject to limitations in our debt covenants and final determination by our Board of Directors each quarter upon review of our financial performance.
Repurchasing Shares. Absent opportunities for strategic acquisitions, we expect to continue to repurchase shares of our common stock in the open market or through privately negotiated transactions, subject to market conditions, debt covenants, and normal trading restrictions. There can be no assurance that we will buy our common stock under our repurchase program in the future.
During the year ended December 31, 2020, we repurchased 12,043,347 shares of common stock at an aggregate cost of $516.9 million, which is an average cost per share of $42.92. During August 2020, our Board of Directors increased our share repurchase authorization to $500.0 million. After these repurchases and the increase in our share repurchase authorization, the remaining dollar value of shares authorized to be purchased under the share repurchase program was $231.0 million at December 31, 2020. Since 2010, we have reduced the number of our shares outstanding by 29%.
Subsequent to December 31, 2020, we repurchased 802,146 shares for $40.7 million at an average cost per share of $50.74.
Managing Debt. We may seek to make open market debt repurchases when it is opportunistic to do so relative to other capital deployment opportunities and to manage our near-term debt maturity profile. We have a relatively consistent annual cash flow stream that is generally resistant to down economic cycles. This cash flow stream and our significant liquidity are available to substantially reduce our long-term debt maturities should we choose to do so.
Cash Flow
Our ability to generate strong operating cash flow is one of our fundamental financial strengths and provides us with substantial flexibility in meeting operating and investing needs.
Operating Activities
Net cash provided by operating activities was $804.4 million, and $628.8 million for the years ended December 31, 2020, and 2019, respectively.
Excluding $6.4 million in legal settlements in the prior year, cash flow from operations increased $169.2 million for 2020 versus 2019. The 2020 increase over 2019 comprises:
•a $217.9 million increase in cash receipts from customers,
•a $38.1 million decrease in cash interest payments,
•a $10.4 million decrease in vendor and other payments, and
•a $7.8 million decrease in employee compensation; partially offset by
•a $66.1 million increase in cash tax payments,
•a $19.9 million decrease in General Agency (GA) and other receipts, and
•a $19.0 million decrease in net trust withdrawals.
Investing Activities
Cash flows from investing activities used $318.4 million, and $278.5 million, in 2020, and 2019, respectively. The $39.9 million higher outflow from 2020 over 2019 is primarily due to the following:
•a $55.2 million decrease in cash received from divestitures and asset sales,
•a $8.5 million increase in cash spent on business acquisitions, and
•a $0.7 million increase in cash spent on real estate acquisitions, partially offset by
•a $17.7 million decrease in capital expenditures, primarily due to the temporary deferral of certain capital expenditures as we navigate the impact of the COVID-19 pandemic, and
•a $6.8 million decrease in payments for Company-owned life insurance policies, net of proceeds.
Financing Activities
Financing activities used $492.8 million in 2020 compared to using $319.1 million in 2019. The $173.7 million higher outflow from 2020 over 2019 is primarily due to:
•a $387.3 million increase in purchase of our common stock,
•a $14.3 million decrease in proceeds from exercises of stock options, and
•a $6.0 million increase in payments of dividends, partially offset by
•a $220.0 million increase in debt proceeds, net of payments, and
•a $13.9 million change in bank overdrafts and acquisition-related financing.
26 Service Corporation International
Off-Balance Sheet Arrangements, Contractual Obligations, and Commercial and Contingent Commitments
We have assumed various financial obligations and commitments in the ordinary course of conducting our business. We have contractual obligations requiring future cash payments under existing contractual arrangements, such as debt maturities, interest on long-term debt, operating lease agreements, and employment, consulting, and non-competition agreements. We also have commercial and contingent obligations that result in cash payments only if certain events occur requiring our performance pursuant to a funding commitment.
The following table details our known future cash payments (on an undiscounted basis) related to various contractual obligations as of December 31, 2020.
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|
|
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|
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|
|
|
|
|
|
Payments Due by Period
|
Contractual Obligations
|
|
2021
|
|
2022-2023
|
|
2024-2025
|
|
Thereafter
|
|
Total
|
|
|
|
|
(In millions)
|
|
|
Debt maturities (including finance leases)(1) (2) (3)
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|
$
|
228.4
|
|
|
$
|
130.9
|
|
|
$
|
1,077.7
|
|
|
$
|
2,305.5
|
|
|
$
|
3,742.5
|
|
Interest obligation on long-term debt(4)
|
|
135.3
|
|
|
246.4
|
|
|
217.7
|
|
|
331.1
|
|
|
930.5
|
|
Operating lease agreements(5)
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|
10.8
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|
|
16.9
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|
|
11.3
|
|
|
37.5
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|
|
76.5
|
|
Employment and management, consulting, and non-competition agreements(6)
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|
7.2
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|
|
8.6
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|
|
4.8
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|
|
3.9
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|
|
24.5
|
|
Benefit cost obligation(7)
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|
2.5
|
|
|
4.5
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|
|
3.7
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|
|
8.0
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|
|
18.7
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|
Firm purchase agreement(8)
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|
7.7
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|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
Total contractual obligations
|
|
$
|
391.9
|
|
|
$
|
409.0
|
|
|
$
|
1,315.2
|
|
|
$
|
2,686.0
|
|
|
$
|
4,802.1
|
|
(1)Our outstanding indebtedness contains standard provisions, such as payment delinquency default clauses and change of control clauses. In addition, our Bank Credit Facility contains a maximum leverage ratio and a minimum interest coverage ratio. See “Capital Allocation Considerations” and Note 6 in Part II, Item 8. Financial Statements and Supplementary Data, for additional details related to our long-term debt.
(2)Excludes non-cash net premiums and original issuance discounts recorded on the debt. The unamortized balance of the net premiums and original issuance discounts at December 31, 2020 is $0.3 million.
(3)Excludes non-cash debt issuance costs on the debt. The unamortized balance of debt issuance costs at December 31, 2020 is $36.7 million.
(4)Approximately 66% of our total debt is fixed rate debt for which the interest obligation was calculated at the stated rate. Future interest obligations on our floating rate debt are based on the current forward rate curve of the underlying index. See Note 6 in Part II, Item 8. Financial Statements and Supplementary Data for additional information related to our future interest obligations.
(5)Our operating leases primarily include funeral service real estate and office equipment for funeral service locations, cemetery locations, and administrative offices. See Note 8 in Part II, Item 8. Financial Statements and Supplementary Data for additional details related to our leases.
(6)We have entered into employment and management, consulting, and non-competition agreements that require us to make cash payments over the contractual period. The agreements have been primarily entered into with certain officers and associates and former owners of businesses acquired. Agreements with contractual periods less than one year are excluded. See Note 9 in Part II, Item 8. Financial Statements and Supplementary Data for additional details related to these agreements.
(7)See Note 12 in Part II, Item 8. Financial Statements and Supplementary Data for discussion of our pension plans.
(8)We have entered into a purchase commitment for certain merchandise for resale. The agreement is through 2022 and includes annual minimum volume purchase commitments.
The following table details our known potential or possible future cash payments (on an undiscounted basis) related to various commercial and contingent obligations as of December 31, 2020.
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Expiration by Period
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Commercial and Contingent Obligations
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2021
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2022-2023
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2024-2025
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Thereafter
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Total
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|
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(In millions)
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|
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Surety obligations(1)
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|
$
|
145.3
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|
|
$
|
—
|
|
|
$
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—
|
|
|
$
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—
|
|
|
$
|
145.3
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|
Long-term obligations related to uncertain tax positions(2)
|
|
2.1
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|
|
—
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|
|
—
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|
|
—
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|
|
2.1
|
|
Letters of credit(3)
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|
34.0
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|
|
—
|
|
|
—
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|
|
—
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|
|
34.0
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Total commercial and contingent obligations
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|
$
|
181.4
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|
|
$
|
—
|
|
|
$
|
—
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|
|
$
|
—
|
|
|
$
|
181.4
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|
(1)Represents the aggregate funding obligation associated with our surety bond arrangements assuming our surety partners did not renew any of our surety obligations and we could not find replacement surety assurance. See the section titled “Financial Assurances” following this table in this Form 10-K for more information related to our surety bonds.
(2)We have recorded a liability for unrecognized tax benefits and related interest and penalties of $2.1 million as of December 31, 2020. See Note 5 in Part II, Item 8. Financial Statements and Supplementary Data for additional information related to our uncertain tax positions.
(3)We are occasionally required to post letters of credit, issued by a financial institution, to secure certain insurance programs or other obligations. Letters of credit generally authorize the financial institution to make a payment to the beneficiary upon the satisfaction of a certain event or the failure to satisfy an obligation. The letters of credit are generally posted for one-year terms and are usually automatically renewed upon maturity until such time as we have satisfied the commitment secured by the letter of credit. We are obligated to reimburse the issuer only if the beneficiary collects on the letter of credit. We believe it is unlikely we will be required to fund a claim under our outstanding letters of credit. As of December 31, 2020, $34.0 million of our letters of credit were supported by our Bank Credit Facility, which expires in May 2024.
Not included in the above table are potential funding obligations related to our merchandise and service trusts. In certain states and provinces, we have withdrawn allowable distributable earnings including unrealized gains prior to the maturity or
cancellation of the related contract. Additionally, some states have laws that either require replenishment of investment losses under certain circumstances or impose various restrictions when trust fund values drop below certain prescribed amounts. In the event that our trust investments do not recover from market declines, we may be required to deposit portions or all of these amounts into the respective trusts in some future period. As of December 31, 2020, we had unrealized losses of $6.9 million in the various trusts within these states.
Financial Assurances
In support of our operations, we have entered into arrangements with certain surety companies whereby such companies agree to issue surety bonds on our behalf as financial assurance and/or as required by existing state and local regulations. The surety bonds are used for various business purposes; however, the majority of the surety bonds issued and outstanding have been used to support our preneed sales activities. The obligations underlying these surety bonds are recorded on our Consolidated Balance Sheet as Deferred revenue, net. The breakdown of surety bonds between funeral and cemetery preneed arrangements, as well as surety bonds for other activities, is described below.
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|
Years Ended December 31,
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|
2020
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|
2019
|
|
(In millions)
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Preneed funeral
|
$
|
94.4
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|
|
$
|
94.6
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Preneed cemetery:
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|
|
|
Merchandise and services
|
149.4
|
|
|
147.6
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|
Pre-construction
|
24.2
|
|
|
20.3
|
|
Bonds supporting preneed funeral and cemetery obligations
|
268.0
|
|
|
262.5
|
|
Bonds supporting preneed business permits
|
5.5
|
|
|
5.5
|
|
Other bonds
|
20.7
|
|
|
19.7
|
|
Total surety bonds outstanding
|
$
|
294.2
|
|
|
$
|
287.7
|
|
When selling preneed contracts, we may post surety bonds where allowed by state law. We post the surety bonds in lieu of trusting a certain amount of funds received from the customer. The $268.0 million in bonds supporting preneed funeral and cemetery obligations differs from the $145.3 million potential funding obligation disclosed in our “Commercial and Contingent Obligations” table above because the amount of the bond posted is generally determined by the total amount of the preneed contract that would otherwise be required to be trusted, in accordance with applicable state law, at the time we enter into the contract. We would only be required to fund the trust for the portion of the preneed contract for which we have received payment from the customer, less any applicable retainage, in accordance with state law. For the years ended December 31, 2020, 2019, and 2018, we had $6.2 million, $24.2 million, and $23.4 million, respectively, of cash receipts from sales attributable to bonded contracts. These amounts do not consider reductions associated with taxes, obtaining costs, or other costs.
Surety bond premiums are paid annually and the bonds are automatically renewable until maturity of the underlying preneed contracts, unless we are given prior notice of cancellation. Except for cemetery pre-construction bonds (which are irrevocable), the surety companies generally have the right to cancel the surety bonds at any time with appropriate notice. In the event a surety company were to cancel the surety bond, we are required to obtain replacement surety assurance from another surety company or fund a trust for an amount generally less than the posted bond amount. Management does not expect that we will be required to fund material future amounts related to these surety bonds due to a lack of surety capacity or surety company non-performance.
Preneed Activities and Backlog of Contracts
In addition to selling our products and services to client families at the time of need, we enter into price-guaranteed preneed contracts, which provide for future funeral or cemetery merchandise and services. Because preneed funeral and cemetery merchandise or services will generally not be provided until sometime in the future, most states and provinces require that all or a portion of the funds collected from customers on preneed contracts be deposited into merchandise and service trusts until the merchandise is delivered or the service is performed. In certain situations, as described above, where permitted by state or provincial laws, we may post a surety bond as financial assurance for a certain amount of the preneed contract in lieu of placing funds into trust accounts. Alternatively, we may sell a life insurance or annuity policy from third-party insurance companies.
Insurance-Funded Preneed Contracts: Where permitted by state or provincial law, we may sell a life insurance or annuity policy from third-party insurance companies, for which we earn a commission as general sales agent for the insurance company. These general agency commissions (GA revenue) are based on a percentage per contract sold and are recognized as funeral revenue when the insurance purchase transaction between the preneed purchaser and third-party insurance provider is completed. All selling costs incurred pursuant to the sale of insurance-funded preneed contracts are expensed as incurred. We do not reflect the unfulfilled insurance-funded preneed contract amounts in our Consolidated Balance Sheet. The proceeds of the life insurance policies or annuity contracts will be reflected in funeral revenue as we perform these funerals.
28 Service Corporation International
The table below details our results of insurance-funded preneed production and maturities.
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|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(Dollars in millions)
|
Preneed insurance-funded:
|
|
|
|
Sales production(1)
|
$
|
501.3
|
|
|
$
|
568.8
|
|
Sales production (number of contracts) (1)
|
89,080
|
|
|
99,310
|
|
General agency revenue
|
$
|
124.5
|
|
|
$
|
139.7
|
|
Maturities
|
$
|
385.2
|
|
|
$
|
347.5
|
|
Maturities (number of contracts)
|
66,362
|
|
|
58,773
|
|
(1) Amounts are not included in our Consolidated Balance Sheet
Trust-Funded Preneed Contracts: The funds collected from customers and required by state or provincial law are deposited into trusts. We retain any funds above the amounts required to be deposited into trust accounts and use them for working capital purposes, generally to offset the selling and administrative costs of our preneed programs. Although this represents cash flow to us, the associated revenues are deferred until the merchandise is delivered or services are performed (typically at maturity). The funds in trust are then invested by professional money managers with oversight by independent trustees in accordance with state and provincial laws.
The tables below detail our results of preneed production and maturities, excluding insurance contracts, for years ended December 31, 2020 and 2019.
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|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(Dollars in millions)
|
Funeral:
|
|
|
|
Preneed trust-funded (including bonded):
|
|
|
|
Sales production
|
$
|
357.3
|
|
|
$
|
379.7
|
|
Sales production (number of contracts)
|
94,059
|
|
|
102,176
|
|
Maturities
|
$
|
313.4
|
|
|
$
|
289.2
|
|
Maturities (number of contracts)
|
80,962
|
|
|
72,523
|
|
Cemetery:
|
|
|
|
Sales production:
|
|
|
|
Preneed
|
$
|
1,045.5
|
|
|
$
|
908.9
|
|
Atneed
|
400.9
|
|
|
327.0
|
|
Total sales production
|
$
|
1,446.4
|
|
|
$
|
1,235.9
|
|
Sales production deferred to backlog:
|
|
|
|
Preneed
|
$
|
481.3
|
|
|
$
|
397.8
|
|
Atneed
|
281.0
|
|
|
241.4
|
|
Total sales production deferred to backlog
|
$
|
762.3
|
|
|
$
|
639.2
|
|
Revenue recognized from backlog:
|
|
|
|
Preneed
|
$
|
334.5
|
|
|
$
|
310.2
|
|
Atneed
|
267.4
|
|
|
237.6
|
|
Total revenue recognized from backlog
|
$
|
601.9
|
|
|
$
|
547.8
|
|
Backlog of Preneed Contracts: The following table reflects our backlog of trust-funded deferred preneed contract revenue, including amounts related to Deferred receipts held in trust at December 31, 2020 and 2019. Additionally, the table reflects our backlog of unfulfilled insurance-funded contracts (which are not included in our Consolidated Balance Sheet) at December 31, 2020 and 2019. The backlog amounts presented include amounts due from customers for undelivered performance obligations on cancelable preneed contracts to arrive at our total backlog of deferred revenue. The table does not include the backlog associated with businesses that are held for sale.
The table also reflects our preneed receivables and trust investments associated with the backlog of deferred preneed contract revenue including the amounts due from customers for undelivered performance obligations on cancelable preneed contracts. The table below is meaningful because it sets forth the aggregate amount of future revenue we expect to recognize as a result of preneed sales, as well as the amount of funds associated with this revenue. Because the future revenue exceeds the assets, future revenue will exceed the cash distributions actually received from the associated trusts and future collections from the customer.
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December 31, 2020
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December 31, 2019
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Fair Value
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Cost
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Fair Value
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Cost
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(In billions)
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Deferred revenue, net
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$
|
1.49
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|
|
$
|
1.49
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|
|
$
|
1.47
|
|
|
$
|
1.47
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Amounts due from customers for unfulfilled performance obligations on cancelable preneed contracts
|
0.64
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|
|
0.64
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|
|
0.58
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|
|
0.58
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Deferred receipts held in trust
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4.27
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|
|
3.66
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|
|
3.84
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|
|
3.54
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Allowance for cancellation on trust investments
|
(0.29)
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|
|
(0.25)
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|
|
(0.27)
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|
|
(0.25)
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Backlog of trust-funded deferred revenue, net of estimated allowance for cancellation
|
6.11
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|
5.54
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|
|
5.62
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|
|
5.34
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Backlog of insurance-funded revenue (1)
|
6.58
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|
|
6.58
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|
|
6.37
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|
|
6.37
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Total backlog of deferred revenue
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$
|
12.69
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|
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$
|
12.12
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|
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$
|
11.99
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|
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$
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11.71
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Preneed receivables, net and trust investments
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$
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5.35
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|
|
$
|
4.73
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|
|
$
|
4.79
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|
|
$
|
4.49
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Amounts due from customers for unfulfilled performance obligations on cancelable preneed contracts
|
0.64
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|
|
0.64
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|
|
0.58
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|
|
0.58
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Allowance for cancellation on trust investments
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(0.29)
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(0.25)
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(0.27)
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(0.25)
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Assets associated with backlog of trust-funded deferred revenue, net of estimated allowance for cancellation
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5.70
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5.12
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|
5.10
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4.82
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Insurance policies associated with insurance-funded deferred revenue (1)
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6.58
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|
6.58
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|
|
6.37
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|
|
6.37
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Total assets associated with backlog of preneed revenue
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$
|
12.28
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|
|
$
|
11.70
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|
|
$
|
11.47
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|
|
$
|
11.19
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|
|
|
|
|
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(1) Amounts are not included in our Consolidated Balance Sheet.
The fair value of our trust investments was based on a combination of quoted market prices, observable inputs such as interest rates or yield curves and appraisals. As of December 31, 2020, the difference between the backlog and asset market amounts represents $0.21 billion related to contracts for which we have posted surety bonds as financial assurance in lieu of trusting, $0.01 billion collected from customers that were not required to be deposited into trusts, and $0.19 billion in allowable cash distributions from trust assets. As of December 31, 2020, the fair value of the total backlog comprised $3.50 billion related to cemetery contracts and $9.19 billion related to funeral contracts. As of December 31, 2020, the fair value of the assets associated with the backlog of trust-funded deferred revenue comprised $3.34 billion related to cemetery contracts and $2.36 billion related to funeral contracts.
Trust Investments
In addition to selling our products and services to client families at the time of need, we enter into price-guaranteed preneed funeral and cemetery contracts, which provide for future funeral or cemetery merchandise and services. Since preneed funeral and cemetery merchandise or services will generally not be provided until sometime in the future, most states and provinces require that all or a portion of the funds collected from customers on preneed funeral and cemetery contracts be paid into trusts and/or escrow accounts until the merchandise is delivered or the service is performed. Investment earnings associated with the trust investments are expected to mitigate the inflationary costs of providing the preneed funeral and cemetery merchandise and services in the future at the prices that were guaranteed at the time of sale. Also, we are required by state and provincial law to pay a portion of the proceeds from the preneed or atneed sale of cemetery property interment rights into perpetual care trusts. For these investments, the original corpus generally remains in the trust in perpetuity and the earnings or elected distributions are withdrawn as allowed to defray the expense to maintain the cemetery property. While many states require that net capital gains or losses be retained and added to the corpus, certain states allow the net realized capital gains and losses to be included in the earnings that are distributed. Additionally, some states allow a total return distribution that may contain elements of income, capital appreciation, and principal.
Independent trustees manage and invest the majority of the funds deposited into the funeral and cemetery merchandise and services trusts as well as the cemetery perpetual care trusts. The majority of the trustees are selected based on their respective geographic footprint and qualifications per state and provincial regulations. Most of the trustees engage the same independent investment managers. These trustees, with input from SCI's wholly-owned registered investment advisor, establish an investment policy that serves as an operating document to guide the investment activities of the trusts including asset allocation and manager selection. The investments are also governed by state and provincial guidelines. All of the trusts
30 Service Corporation International
seek to control risk and volatility through a combination of asset classes, investment styles, and a diverse mix of investment managers.
Asset allocation is based on the liability structure of each funeral, cemetery, and perpetual care trust. Based on the various criteria set forth in the investment policy, the investment advisor recommends investment managers to the trustees. The primary investment objectives for the funeral and cemetery merchandise and service trusts include 1) preserving capital within acceptable levels of volatility and risk and 2) achieving growth of principal over time sufficient to preserve and increase the purchasing power of the assets. Preneed funeral and cemetery contracts generally take several years to mature; therefore, the funds associated with these contracts are often invested through several market cycles.
Historically, the cemetery perpetual care trusts' investment objectives, in accordance with state and provincial regulations, have emphasized providing a steady stream of current investment income with some capital appreciation in order to provide for the maintenance and beautification of cemetery properties. However, during 2016, SCI worked with several state legislatures to adjust laws and regulations to allow for a fixed distribution rate from cemetery perpetual care trusts' assets regardless of the level of ordinary income, similar to university endowments. As a result, beginning in 2017, a significant portion of our cemetery perpetual care trust assets were liquidated and reinvested in a more growth-oriented asset allocation with investment objectives similar to the funeral and cemetery merchandise and service trusts. As of December 31, 2020, the asset allocation is now approximately 60% growth-oriented. We expect this asset allocation shift to enhance asset growth and provide further protection to our customers. Additionally, we expect more states to adopt total return distribution legislation in the coming years.
As of December 31, 2020, approximately 89% of our trusts were under the control and custody of three large financial institutions. The U.S. trustees primarily use four managed limited liability companies (LLCs), one for each merchandise and service trust type and two for the cemetery perpetual care trust type, each with an independent trustee as custodian. Each financial institution acting as trustee manages its allocation of trust assets in accordance with the investment policy through the purchase of the appropriate LLCs' units. For those accounts not eligible for participation in the LLCs or where a particular state's regulations contain other investment restrictions, the trustee utilizes institutional mutual funds that comply with our investment policy or with such state restrictions. The U.S. trusts include a modest allocation to alternative investments. These alternative investments are held in vehicles structured as LLCs and are managed by certain trustees. The trusts that are eligible to allocate a portion of their investments to alternative investments purchase units of the respective alternative investment LLCs.
Investment Structures
The managed LLCs use the following structures for investments:
Commingled Funds. These funds allow the trusts to access, at a reduced cost, some of the same investment managers and strategies used elsewhere in the portfolios.
Mutual Funds. The trust funds employ institutional share class mutual funds where operationally or economically efficient. These mutual funds are utilized to invest in various asset classes including U.S. equities, non-U.S. equities, corporate bonds, government bonds, high yield bonds, and commodities, all of which are governed by guidelines outlined in their individual prospectuses.
Separately Managed Accounts. To reduce the costs to the investment portfolios, the trusts utilize separately managed accounts where appropriate.
Asset Classes
Fixed income investments are intended to preserve principal, provide a source of current income, and reduce overall portfolio volatility. The majority of the fixed income allocation for the trusts is invested in institutional share class mutual funds. Where the trusts have direct investments in individual fixed income securities, these are primarily in government and corporate instruments.
Canadian government fixed income securities are investments in Canadian federal and provincial government instruments. In many cases, regulatory restrictions mandate that the funds from the sales of preneed funeral and cemetery contracts sold in certain Canadian jurisdictions must be invested in these instruments.
Equity investments have historically provided long-term capital appreciation in excess of inflation. The trusts have direct investments in individual equity securities primarily in domestic equity portfolios that include large, mid, and small capitalization companies of different investment styles (i.e., growth and value). The majority of the equity allocation is managed by institutional investment managers that specialize in an objective-specific area of expertise. Our equity securities are exposed to market risk; however, we believe these securities are well-diversified. As of December 31, 2020, the largest single equity position represented less than 1% of the total securities portfolio.
Private equity fund investments serve to provide high rates of return with reduced volatility and lower correlation. These investments are typically long term in duration. These investments are diversified by strategy, sector, manager, and vintage year. The investments consist of numerous limited partnerships, including but not limited to private equity, real estate, energy, infrastructure, transportation, distressed debt, and mezzanine financing. The trustees that have oversight of their respective alternative LLCs work closely with the investment advisor in making all investment decisions.
Trust Performance
During the year ended December 31, 2020, the Standard and Poor’s 500 Index increased 18.4% and the Barclay’s Aggregate Index increased 7.5%. This compares to the SCI trusts that increased 15.6% during the same year-end period, which have a diversified allocation of approximately 59% equities, 29% fixed income securities, 7% alternative and other investments with the remaining 5% available in cash.
SCI, the trustees, and the investment advisor monitor the capital markets and the trusts on an on-going basis. The trustees, with input from the investment advisor, take prudent action as needed to achieve the investment goals and objectives of the trusts.
Results of Operations — Years Ended December 31, 2020 and 2019
Management Summary
In 2020, we reported consolidated net income attributable to common stockholders of $515.9 million ($2.88 per diluted share) compared to net income attributable to common stockholders in 2019 of $369.6 million ($1.99 per diluted share). These results were impacted by certain significant items including:
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Years Ended December 31,
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2020
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2019
|
|
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|
(In millions)
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|
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Pre-tax gains on divestitures and impairment charges, net
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$
|
7.0
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|
|
$
|
32.9
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|
|
|
Pre-tax losses on early extinguishment of debt, net
|
$
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(18.4)
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|
|
$
|
(16.6)
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|
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|
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|
|
|
|
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|
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Pre-tax legal settlements
|
$
|
—
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|
|
$
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(6.4)
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|
|
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Tax effect from special items
|
$
|
2.6
|
|
|
$
|
(4.1)
|
|
|
|
Change in uncertain tax reserves and other income tax adjustments(1)
|
$
|
3.0
|
|
|
$
|
10.9
|
|
|
|
(1) See Note 5 in Part II, Item 8. Financial Statements and Supplementary Data, for additional information related to change in uncertain tax reserves and other.
In addition to the above items, the growth in the current year can be attributed to higher funeral and cemetery revenue, lower interest expense due to refinancing activities, and the favorable impact of a lower share count in 2020. This growth is slightly offset by increased corporate general and administration expenses related to performance based incentive compensation, legal reserves, and charitable contributions.
Funeral Results
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|
|
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|
|
|
Years Ended December 31,
|
|
2020
|
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2019
|
|
|
|
(Dollars in millions, except average revenue per service)
|
Consolidated funeral revenue
|
$
|
2,052.3
|
|
|
$
|
1,923.9
|
|
|
|
Less: revenue associated with acquisitions/new construction
|
39.3
|
|
|
9.5
|
|
|
|
Less: revenue associated with divestitures
|
1.4
|
|
|
7.0
|
|
|
|
Comparable(1) funeral revenue
|
2,011.6
|
|
|
1,907.4
|
|
|
|
Less: comparable recognized preneed revenue
|
123.3
|
|
|
139.2
|
|
|
|
Less: comparable general agency and other revenue
|
111.3
|
|
|
129.6
|
|
|
|
Adjusted comparable funeral revenue
|
$
|
1,777.0
|
|
|
$
|
1,638.6
|
|
|
|
Comparable services performed
|
356,603
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|
|
316,310
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Comparable average revenue per service(2)
|
$
|
4,983
|
|
|
$
|
5,180
|
|
|
|
|
|
|
|
|
|
Consolidated funeral gross profit
|
494.6
|
|
|
372.6
|
|
|
|
Less: gross profit associated with acquisitions/new construction
|
11.0
|
|
|
1.3
|
|
|
|
Less: gross losses associated with divestitures
|
(1.6)
|
|
|
(3.9)
|
|
|
|
Comparable(1) funeral gross profit
|
$
|
485.2
|
|
|
$
|
375.2
|
|
|
|
(1) We define comparable (or same store) operations as those funeral locations owned by us for the entire period beginning January 1, 2019 and ending December 31, 2020.
32 Service Corporation International
(2) We calculate comparable average revenue per service by dividing comparable funeral revenue, excluding general agency revenue, recognized preneed revenue, and other revenue to avoid distorting our average of normal funeral services revenue, by the comparable number of funeral services performed during the period. Recognized preneed revenue is preneed sales of merchandise that are delivered at the time of sale, including memorial merchandise and travel protection, net, and excluded from our calculation of comparable average revenue per service because the associated service has not yet been performed.
Funeral Revenue
Consolidated revenue from funeral operations was $2,052.3 million for the year ended December 31, 2020, compared to $1,923.9 million for the same period in 2019. This $128.4 million, or 6.7%, increase in revenue is primarily attributable to a $29.8 million increase in revenue contributed from acquired and newly constructed properties and a $104.2 million, or 5.5%, increase in comparable funeral revenue as described below. These increases were partially offset by the loss of $5.6 million in revenue contributed by properties that have been subsequently divested.
Comparable revenue from funeral operations was $2,011.6 million for the year ended December 31, 2020 compared to $1,907.4 million for the same period in 2019. This $104.2 million increase was primarily attributable to a 12.7% increase in funeral services performed compared to 2019 primarily due to COVID-19 pandemic-related deaths. The increase in funeral services performed comprised a 12.4% increase in funeral services performed by our funeral service locations and a 15.0% increase in cremations performed by our non-funeral home channel.
Average revenue per funeral service decreased 3.8% for the year ended December 31, 2020 compared to the same period in 2019. The comparable average revenue per service was negatively impacted by the social distancing effects from the pandemic resulting in fewer and smaller funeral memorial services. Our total comparable cremation rate increased 140 basis points to 58.6% primarily as a result of an increase in direct cremations.
Funeral Gross Profit
Consolidated funeral gross profit increased $122.0 million, or 32.7%, in 2020 compared to 2019. This increase is primarily attributable to a $9.7 million increase in gross profit contributed from acquired and newly constructed properties and an increase in comparable funeral gross profit of $110.0 million, or 29.3%. The comparable funeral gross profit percentage increased 440 basis points to 24.1% as comparable funeral gross profit was positively impacted by growth in higher margin core business activities coupled with more efficient cost structure.
Cemetery Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
|
|
(In millions)
|
Consolidated cemetery revenue
|
$
|
1,459.2
|
|
|
$
|
1,306.9
|
|
|
|
Less: revenue associated with acquisitions/new construction
|
1.0
|
|
|
0.7
|
|
|
|
Less: revenue associated with divestitures
|
0.2
|
|
|
1.4
|
|
|
|
Comparable(1) cemetery revenue
|
$
|
1,458.0
|
|
|
$
|
1,304.8
|
|
|
|
|
|
|
|
|
|
Consolidated cemetery gross profit
|
$
|
482.2
|
|
|
$
|
387.9
|
|
|
|
Less: gross (loss) profit associated with acquisitions/new construction
|
(0.4)
|
|
|
0.1
|
|
|
|
Less: gross profit associated with divestitures
|
0.1
|
|
|
0.3
|
|
|
|
Comparable(1) cemetery gross profit
|
$
|
482.5
|
|
|
$
|
387.5
|
|
|
|
(1) We define comparable (or same store) operations as those cemetery locations owned by us for the entire period beginning January 1, 2019 and ending December 31, 2020.
Cemetery Revenue
Consolidated revenue from our cemetery operations increased $152.3 million, or 11.7%, in 2020 compared to 2019 primarily due to an increase in comparable cemetery revenue of $153.2 million, or 11.7%. The increase in comparable cemetery revenue was primarily attributable to a $89.8 million, or 10.3%, increase in recognized preneed revenue as a result of strong comparable preneed cemetery property sales production for the period and a $61.1 million, or 18.8%, increase in atneed revenue driven by an increase in burials performed.
Cemetery Gross Profit
Consolidated cemetery gross profit increased $94.3 million, or 24.3%, in 2020 compared to 2019 primarily attributable to the increase in comparable cemetery gross profit of $95.0 million, or 24.5%. Comparable cemetery gross profit increased 340 basis points to 33.1% driven by the increase in comparable cemetery revenue described above coupled with a more efficient cost structure.
Other Financial Statement Items
Corporate General and Administrative Expenses
Corporate general and administrative expenses were $141.1 million in 2020 compared to $126.9 million in 2019. Excluding a $6.4 million legal settlement in 2019, corporate general and administrative expenses increased $20.6 million in 2020 compared to 2019 due to performance-based incentive compensation, legal reserves, and charitable contributions for community outreach efforts.
Gains on Divestitures and Impairment Charges, Net
We recognized a $7.0 million and a $32.9 million net pre-tax gain on asset divestitures and impairments in 2020 and 2019, respectively, primarily as the result of asset divestitures associated with non-strategic funeral and cemetery locations in the United States and Canada partially offset by impairment losses.
Interest Expense
Interest expense decreased $22.7 million to $163.1 million in 2020 compared to $185.8 million in 2019 primarily due to lower interest rates on our floating rate debt and other debt refinancing activities over the last two years.
Losses on Early Extinguishment of Debt, Net
During 2020, we made aggregate debt payments of $1.4 billion for scheduled and early extinguishment payments. During 2019, we made aggregate debt payments of $1.2 billion for scheduled and early extinguishment payments. Certain of these transactions resulted in the recognition of pre-tax losses of $18.4 million and $16.6 million in 2020 and 2019, respectively, recorded in Losses on early extinguishment of debt, net in our Consolidated Statement of Operations.
Provision for Income Taxes
The 2020 consolidated effective tax rate was 22.0%, compared to 20.4% in 2019. The effective tax rate for the year ended December 31, 2020 was higher than the federal statutory tax rate of 21% primarily due to state income taxes partially offset by tax benefits from share-based compensation. The effective tax rate for the year ended December 31, 2019 was lower than the federal statutory tax rate of 21% primarily due to the reduction in tax liabilities as a result of the expiration of statutes of limitation and higher tax benefits of share-based compensation.
Weighted Average Shares
The diluted weighted average number of our shares outstanding was 179.0 million in 2020, compared to 185.5 million in 2019. The decrease primarily reflects the impact of shares repurchased under our share repurchase program.
Critical Accounting Policies, Recent Accounting Pronouncements, and Accounting Changes
Our consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. See Note 2 in Part II, Item 8. Financial Statements and Supplementary Data, for more information. Estimates and assumptions affect the carrying values of assets and liabilities and disclosures of contingent assets and liabilities at the balance sheet date. Actual results could differ from such estimates due to uncertainties associated with the methods and assumptions underlying our critical accounting measurements. The following is a discussion of our critical accounting policies pertaining to revenue recognition, valuation of goodwill, valuation of intangible assets, fair value measurements, and the use of estimates.
Revenue Recognition
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. 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.
We also sell price-guaranteed preneed contracts through various programs providing for future merchandise and services at prices prevailing when the agreements are signed. Revenue associated with sales of preneed contracts is deferred until control of the merchandise or the services is transferred to the customer, which is upon delivery of the merchandise or as services are performed, generally at the time of need. On certain preneed contracts, we sell memorialization merchandise, which consists
34 Service Corporation International
of urns and urn-related products, that we deliver to the customer at the time of sale. Revenue is recognized at the time of delivery when control of the memorialization merchandise is transferred.
For personalized marker merchandise sold on a preneed contract, we will:
•purchase the merchandise from vendors,
•personalize such merchandise in accordance with the customer's specific written instructions,
•either store the merchandise at a third-party bonded storage facility or install the merchandise, based on the customer's instructions, and
•transfer title to the customer.
We recognize revenue and record the cost of sales when control is transferred for the merchandise, which occurs upon delivery to the third-party storage facility or installation of the merchandise at the cemetery.
Pursuant to state or provincial law, all or a portion of the proceeds from funeral and cemetery merchandise or services sold on a preneed basis may be required to be paid into trust funds. We defer investment earnings related to these merchandise and service trusts until the associated merchandise is delivered or services are performed. Fees charged by our wholly-owned registered investment advisor are also included in revenue in the period in which they are earned.
A portion of the proceeds from the sale of cemetery property interment rights is required by state or provincial law to be paid by us into perpetual care trust funds to maintain the cemetery. This portion of the proceeds is not recognized as revenue. Investment earnings from these trusts are distributed to us regularly and recognized in current cemetery revenue.
For more information related to revenue, see Notes 2, 3, and 13 in Part II, Item 8. Financial Statements and Supplementary Data.
Valuation of Goodwill
We record the excess of purchase price over the fair value of identifiable net assets acquired in business combinations as goodwill. Goodwill is tested annually during the fourth quarter for impairment by assessing the fair value of each of our reporting units.
Our goodwill impairment test involves certain estimates and management judgment. In the first step of our goodwill impairment test, we compare the fair value of a reporting unit to its carrying amount, including goodwill. We determine fair value of each reporting unit using both a market and income approach. The income approach, which is a discounted cash flow method, uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. We do not record an impairment of goodwill in instances where the fair value of a reporting unit exceeds its carrying amount. If the aggregate fair value is less than the related carrying amount for a reporting unit, we compare the implied fair value of goodwill to the carrying amount of goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.
For more information related to goodwill, see Notes 2 and 4 in Part II, Item 8. Financial Statements and Supplementary Data.
Valuation of Intangible Assets
Our intangible assets include covenants-not-to-compete, customer relationships, trademarks and tradenames, and other intangible assets primarily resulting from acquisitions. Certain of our trademark and tradenames and other intangible assets are considered to have an indefinite life and are not subject to amortization. We test for impairment of intangible assets annually during the fourth quarter.
Our intangible asset impairment tests involve estimates and management judgment. For trademark and tradenames, our test uses the relief from royalty method whereby we determine the fair value of the assets by discounting the cash flows that represent a savings over having to pay a royalty fee for use of the trademark and tradenames. 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.
For more information related to intangible assets, see Notes 2 and 4 in Part II, Item 8. Financial Statements and Supplementary Data.
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. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize 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. The three levels are defined as follows:
•Where quoted prices are available in an active market, securities held by the trusts are classified as Level 1 investments.
•Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, ratings, and tax-exempt status. These securities are classified as Level 2 investments.
•The valuation of other investments requires management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. These securities are classified as Level 3 investments.
An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Certain securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts have been classified as Level 3 of the hierarchy due to the significant management judgment required as a result of the absence of quoted market prices, inherent lack of liquidity, or the long-term nature of the securities. For more information related to our fair value measurements, see Notes 2, 3, and 7 in Part II, Item 8. Financial Statements and Supplementary Data.
Use of Estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles in the United States (GAAP) requires management to make certain estimates and assumptions. These estimates and assumptions affect the carrying values of assets and liabilities and disclosures of contingent assets and liabilities at the balance sheet date. Actual results could differ from such estimates due to uncertainties associated with the methods and assumptions underlying our critical accounting measurements. Key estimates used by management include:
Reserves and Allowances. We provide reserves for credit losses on our receivables. These reserves are based on an analysis of historical trends of collection activity adjusted for current conditions and forecasts. We also record an estimate of general agency revenue that may be canceled in its first year and revenue would be charged back by the insurance company. These estimates are impacted by a number of factors, including changes in the economy and demographic or competitive changes in our areas of operation.
Valuation of trust investments. When available, we use quoted market prices for specific securities. When quoted market prices are not available for the specific security, fair values are estimated by using either quoted market prices for securities with similar characteristics or a fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment terms, rating, and tax exempt status. The valuation of certain investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets.
Legal liability reserves. Contingent liabilities, principally for legal matters, are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and a range of loss based on historical experience and recommendations of legal counsel. However, litigation is inherently unpredictable and excessive verdicts do occur. As disclosed in Note 8 in Part II, Item 8. Financial Statements and Supplementary Data, our legal exposures and the ultimate outcome of these legal proceedings could be material to operating results or cash flows in any given quarter or year.
Depreciation of long-lived assets. We depreciate our long-lived assets ratably over their estimated useful lives. These estimates of useful lives may be affected by such factors as changing market conditions, changes in our expected use, or changes in regulatory requirements.
Amortization of certain intangible assets. We amortize certain intangible assets ratably over their estimated useful lives. These estimates of useful lives may be affected by such factors as contractual terms, changing market conditions, or changes in regulatory requirements.
Valuation of assets acquired and liabilities assumed. Tangible and intangible assets acquired and liabilities assumed are recorded at their fair value and goodwill is recognized for any difference between the price of acquisition and our fair value determination. We have customarily estimated our purchase costs and other related transactions known to us at closing of the acquisition. To the extent that information not available to us at the closing date subsequently became available during the measurement period, we have adjusted our goodwill, assets, or liabilities associated with the acquisition.
Income taxes. We compute income taxes using the liability method. Our ability to realize the benefit of our deferred tax assets requires us to achieve certain future earnings levels. We have established a valuation allowance against a portion of our deferred tax assets, and we could be required to further adjust that valuation allowance in the near term if market conditions
36 Service Corporation International
change materially and future earnings are, or are projected to be, significantly different than our current estimates. An increase in the valuation allowance would result in additional income tax expense in such period.
As of December 31, 2020, foreign withholding taxes have not been provided on the estimated $298.1 million of undistributed earnings and profits ("E&P") of our foreign subsidiaries as we intend to permanently reinvest these foreign E&P in those businesses outside the United States. However, if we were to repatriate such foreign E&P, the foreign withholding tax liability is estimated to be $14.3 million.
We file income tax returns, including tax returns for our subsidiaries, with federal, state, local, and foreign jurisdictions. We consider the United States to be our most significant jurisdiction; however, all tax returns are subject to routine compliance review by the taxing authorities in the jurisdictions in which we file tax returns in the ordinary course of business.
The federal statutes of limitations have expired for all tax years prior to 2017, and we are not currently under audit by the Internal Revenue Service. Various state jurisdictions are auditing years 2013 through 2018. There are currently no federal or provincial audits in Canada; however, years subsequent to 2015 remain open and could be subject to examination. We believe that it is reasonably possible that the recorded amount of gross unrecognized tax benefits may decrease up to $1.4 million within the next twelve months as a result of concluding various state tax matters.
Retirement plans. Certain retirement plans are frozen with no benefits accruing to participants except interest. Benefit costs and liabilities are actuarially determined based on certain assumptions, including the discount rate used to compute future benefit obligations. Weighted-average discount rates used to determine net periodic benefit cost were 2.98% and 4.15% as of December 31, 2020 and 2019, respectively. We verify the reasonableness of the discount rate by comparing our rate to the rate earned on high-quality fixed income investments, such as the Moody’s Aa index. See Note 12 in Part II, Item 8. Financial Statements and Supplementary Data for more information.
Insurance loss reserves. We purchase comprehensive general liability, morticians and cemetery professional liability, automobile liability, and workers’ compensation insurance coverages structured with high deductibles. This high-deductible insurance program means we are primarily self-insured for claims and associated costs and losses covered by these policies. Historical insurance industry experience indicates a high degree of inherent variability in assessing the ultimate amount of losses associated with casualty insurance claims. This is especially true with respect to liability and workers’ compensation exposures due to the extended period of time that transpires between when the claim might occur and the full settlement of such claim, which is often many years. We continually evaluate loss estimates associated with claims and losses related to these insurance coverages falling within the deductible of each coverage. Assumptions based on factors such as claim settlement patterns, claim development trends, claim frequency and severity patterns, inflationary trends, and data reasonableness will generally affect the analysis and determination of the “best estimate” of the projected ultimate claim losses. The results of these evaluations are used to both analyze and adjust our insurance loss reserves.
As of December 31, 2020, reported losses for workers' compensation, general liability, and auto liability incurred during the period May 1, 1991 through December 31, 2020 were approximately $631.1 million over 29.8 years. The fully developed ultimate settlement value estimated was $704.3 million for the same period. Paid losses were $611.5 million indicating a reserve requirement of $92.8 million.
Recent Accounting Pronouncements and Accounting Changes
For discussion of recent accounting pronouncements and accounting changes, see Note 2 in Part II, Item 8. Financial Statements and Supplementary Data.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The market risk inherent in our financial instruments and positions includes the price risk associated with the marketable equity and debt securities included in our portfolio of trust investments, the interest rate risk associated with our floating rate debt, and the currency risk associated with our Canadian operations. Our exposure to market risk as discussed below includes forward-looking statements and represents an estimate of possible changes in fair value or future earnings that might occur, assuming hypothetical changes in equity markets, interest rates, and currencies. Our views on market risk are not necessarily indicative of actual results that may occur, and they do not represent the maximum possible gains or losses that may occur. Actual fair value movements related to changes in equity markets, interest rates, and currencies, along with the timing of such movements, may differ from those estimated.
Marketable Equity and Debt Securities — Price Risk
In connection with our preneed funeral operations and preneed cemetery merchandise and service sales, the related funeral and cemetery trust funds own investments in equity and debt securities and mutual funds, which are sensitive to current market prices.
Cost and market values as of December 31, 2020 are presented in Note 3 in Part II, Item 8, Financial Statements and Supplementary Data. Also see "Trust Investments" in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Financial Conditions, Liquidity, and Capital Resources, for discussion of trust investments.
Market-Rate Sensitive Instruments — Interest Rate Risk
At December 31, 2020 and 2019, approximately 66% and 69%, respectively, of our total debt consisted of fixed rate debt at a weighted average rate of 3.62% and 4.72%, respectively. A hypothetical increase in interest rates by 10% of the rates associated with our floating rate debt would increase our interest expense by $1.9 million. See Notes 6 and 7 in Part II, Item 8. Financial Statements and Supplementary Data, for additional information.
Market-Rate Sensitive Instruments — Currency Risk
At December 31, 2020 and 2019, our foreign currency exposure was primarily associated with the Canadian dollar. A hypothetical 10% adverse change in the strength of the U.S. dollar relative to our foreign currency instruments would have negatively affected our income from our continuing operations, on an annual basis, by $4.1 million and $3.3 million for the years ended December 31, 2020 and 2019, respectively.
At December 31, 2020 and 2019, approximately 5% of our stockholders’ equity and debt and 6% of our operating income was denominated in the Canadian dollar. We do not have an investment in foreign operations considered to be in highly inflationary economies.
38 Service Corporation International
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements and Related Schedule
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Financial Statements:
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Financial Statement Schedule:
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All other schedules have been omitted because the required information is not applicable or is not present in amounts sufficient to require submission or because the information required is included in the consolidated financial statements or the related notes thereto.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Service Corporation International
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Service Corporation International and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
40 Service Corporation International
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment - Funeral Reporting Unit
As described in Notes 2 and 4 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1.9 billion as of December 31, 2020, and the goodwill associated with the funeral reporting unit was $1.6 billion. Goodwill is tested annually during the fourth quarter, or whenever certain events or changes in circumstances indicate that the carrying value of goodwill may be greater than fair value. In order to perform the goodwill impairment test, management compares the fair value of a reporting unit to its carrying amount, including goodwill. Management determines fair value of a reporting unit using both a market and income approach. The income approach, which is a discounted cash flow method, uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions, such as revenue and other growth rates and a discount rate, that may differ from actual future cash flows.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the funeral reporting unit is a critical audit matter are the significant judgment by management when developing the fair value measurement of the reporting unit under the income approach. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating management’s cash flow projections and significant assumptions related to, revenue growth rates (over a seven year period (“discrete years”) and terminal year) and ratio of expenses to revenue. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment of the funeral reporting unit, including controls over the valuation assertion. These procedures also included, among others, testing management’s process for developing the fair value estimate; evaluating the appropriateness of the discounted cash flow model; testing the completeness, accuracy, and relevance of underlying data used in the model; and evaluating the reasonableness of significant assumptions used by management related to, the revenue growth rates (discrete years and terminal year) and ratio of expenses to revenue. Evaluating management’s assumptions related to the revenue growth rates (discrete years and terminal year) and the ratio of expenses to revenue involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with forecasts per industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the Company’s discounted cash flow model and the terminal year revenue growth rate assumption.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
February 16, 2021
We have served as the Company’s auditor since 1993.
Service Corporation International
Consolidated Statement of Operations
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Years Ended December 31,
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2020
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2019
|
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2018
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|
(In thousands, except per share amounts)
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Revenue
|
|
|
|
|
|
Property and merchandise revenue
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$
|
1,772,778
|
|
|
$
|
1,610,158
|
|
|
$
|
1,584,242
|
|
Service revenue
|
1,513,420
|
|
|
1,379,001
|
|
|
1,374,380
|
|
Other revenue
|
225,311
|
|
|
241,626
|
|
|
231,552
|
|
Total revenue
|
3,511,509
|
|
|
3,230,785
|
|
|
3,190,174
|
|
Costs of revenue
|
|
|
|
|
|
Cost of property and merchandise
|
(867,215)
|
|
|
(829,158)
|
|
|
(811,574)
|
|
Cost of service
|
(749,695)
|
|
|
(769,119)
|
|
|
(752,488)
|
|
Overhead and other expenses
|
(917,772)
|
|
|
(871,928)
|
|
|
(865,790)
|
|
Costs of revenue
|
(2,534,682)
|
|
|
(2,470,205)
|
|
|
(2,429,852)
|
|
Gross profit
|
976,827
|
|
|
760,580
|
|
|
760,322
|
|
Corporate general and administrative expenses
|
(141,066)
|
|
|
(126,886)
|
|
|
(145,596)
|
|
Gains on divestitures and impairment charges, net
|
7,009
|
|
|
32,919
|
|
|
15,933
|
|
|
|
|
|
|
|
Operating income
|
842,770
|
|
|
666,613
|
|
|
630,659
|
|
Interest expense
|
(163,063)
|
|
|
(185,843)
|
|
|
(181,556)
|
|
Losses on early extinguishment of debt, net
|
(18,428)
|
|
|
(16,637)
|
|
|
(10,131)
|
|
Other income, net
|
781
|
|
|
299
|
|
|
2,760
|
|
Income before income taxes
|
662,060
|
|
|
464,432
|
|
|
441,732
|
|
(Provision for) benefit from income taxes
|
(145,923)
|
|
|
(94,661)
|
|
|
5,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
516,137
|
|
|
369,771
|
|
|
447,558
|
|
Net income attributable to noncontrolling interests
|
(230)
|
|
|
(175)
|
|
|
(350)
|
|
Net income attributable to common stockholders
|
$
|
515,907
|
|
|
$
|
369,596
|
|
|
$
|
447,208
|
|
Basic earnings per share:
|
|
|
|
|
|
Net income attributable to common stockholders
|
$
|
2.92
|
|
|
$
|
2.03
|
|
|
$
|
2.45
|
|
Basic weighted average number of shares
|
176,709
|
|
|
182,246
|
|
|
182,447
|
|
Diluted earnings per share:
|
|
|
|
|
|
Net income attributable to common stockholders
|
$
|
2.88
|
|
|
$
|
1.99
|
|
|
$
|
2.39
|
|
Diluted weighted average number of shares
|
178,990
|
|
|
185,523
|
|
|
186,972
|
|
|
|
|
|
|
|
(See notes to consolidated financial statements)
42 Service Corporation International
Service Corporation International
Consolidated Statement of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Net income
|
$
|
516,137
|
|
|
$
|
369,771
|
|
|
$
|
447,558
|
|
Other comprehensive income:
|
|
|
|
|
|
Foreign currency translation adjustments
|
9,507
|
|
|
16,470
|
|
|
(28,478)
|
|
|
|
|
|
|
|
Total comprehensive income
|
525,644
|
|
|
386,241
|
|
|
419,080
|
|
Total comprehensive income attributable to noncontrolling interests
|
(235)
|
|
|
(176)
|
|
|
(191)
|
|
Total comprehensive income attributable to common stockholders
|
$
|
525,409
|
|
|
$
|
386,065
|
|
|
$
|
418,889
|
|
(See notes to consolidated financial statements)
Service Corporation International
Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2020
|
|
2019
|
|
(In thousands, except share amounts)
|
|
|
|
|
ASSETS
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$
|
230,857
|
|
|
$
|
186,276
|
|
Receivables, net of reserves of $6,031 and $2,262, respectively
|
92,939
|
|
|
81,671
|
|
Inventories
|
23,929
|
|
|
25,118
|
|
Other
|
28,427
|
|
|
80,488
|
|
Total current assets
|
376,152
|
|
|
373,553
|
|
Preneed receivables, net of reserves of $19,204 and $41,142, respectively and trust investments
|
5,345,720
|
|
|
4,789,562
|
|
Cemetery property
|
1,879,340
|
|
|
1,873,602
|
|
Property and equipment, net
|
2,133,664
|
|
|
2,065,433
|
|
Goodwill
|
1,880,007
|
|
|
1,864,223
|
|
Deferred charges and other assets, net of reserves of $6,902 and $8,374, respectively
|
1,080,053
|
|
|
1,029,908
|
|
Cemetery perpetual care trust investments
|
1,820,489
|
|
|
1,681,149
|
|
Total assets
|
$
|
14,515,425
|
|
|
$
|
13,677,430
|
|
|
|
|
|
LIABILITIES & EQUITY
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
575,948
|
|
|
$
|
478,545
|
|
Current maturities of long-term debt
|
228,352
|
|
|
69,821
|
|
Income taxes payable
|
11,634
|
|
|
8,353
|
|
Total current liabilities
|
815,934
|
|
|
556,719
|
|
Long-term debt
|
3,514,182
|
|
|
3,513,530
|
|
Deferred revenue, net
|
1,488,909
|
|
|
1,467,103
|
|
Deferred tax liability
|
437,308
|
|
|
421,482
|
|
Other liabilities
|
420,039
|
|
|
378,074
|
|
Deferred receipts held in trust
|
4,272,382
|
|
|
3,839,376
|
|
Care trusts’ corpus
|
1,814,050
|
|
|
1,677,891
|
|
Commitments and contingencies (Note 9)
|
|
|
|
Equity:
|
|
|
|
Common stock, $1 per share par value, 500,000,000 shares authorized, 174,792,272 and 185,100,789 shares issued, respectively, and 170,717,236 and 181,184,963 shares outstanding, respectively
|
170,717
|
|
|
181,185
|
|
Capital in excess of par value
|
981,934
|
|
|
1,010,361
|
|
Retained earnings
|
560,731
|
|
|
601,903
|
|
Accumulated other comprehensive income
|
39,366
|
|
|
29,864
|
|
Total common stockholders’ equity
|
1,752,748
|
|
|
1,823,313
|
|
Noncontrolling interests
|
(127)
|
|
|
(58)
|
|
Total equity
|
1,752,621
|
|
|
1,823,255
|
|
Total liabilities and equity
|
$
|
14,515,425
|
|
|
$
|
13,677,430
|
|
(See notes to consolidated financial statements)
44 Service Corporation International
Service Corporation International
Consolidated Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net income
|
$
|
516,137
|
|
|
$
|
369,771
|
|
|
$
|
447,558
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Losses on early extinguishment of debt, net
|
18,428
|
|
|
16,637
|
|
|
10,131
|
|
|
|
|
|
|
|
Depreciation and amortization
|
155,299
|
|
|
151,000
|
|
|
153,650
|
|
Amortization of intangibles
|
22,444
|
|
|
25,649
|
|
|
26,195
|
|
Amortization of cemetery property
|
80,403
|
|
|
70,330
|
|
|
68,640
|
|
Amortization of loan costs
|
5,483
|
|
|
5,681
|
|
|
6,059
|
|
Provision for expected credit losses
|
13,558
|
|
|
9,146
|
|
|
8,372
|
|
Provision for (benefits from) deferred income taxes
|
7,884
|
|
|
23,030
|
|
|
(41,479)
|
|
Gains on divestitures and impairment charges, net
|
(7,009)
|
|
|
(32,919)
|
|
|
(15,933)
|
|
Gain on sale of investments
|
—
|
|
|
—
|
|
|
(2,636)
|
|
Share-based compensation
|
14,103
|
|
|
15,029
|
|
|
15,626
|
|
|
|
|
|
|
|
Change in assets and liabilities, net of effects from acquisitions and dispositions:
|
|
|
|
|
|
(Increase) decrease in receivables
|
(14,518)
|
|
|
(12,711)
|
|
|
8,052
|
|
Increase in other assets
|
(35,739)
|
|
|
(23,018)
|
|
|
(4,814)
|
|
Increase (decrease) in payables and other liabilities
|
122,478
|
|
|
1,788
|
|
|
(16,699)
|
|
Effect of preneed sales production and maturities:
|
|
|
|
|
|
Increase in preneed receivables, net and trust investments
|
(158,797)
|
|
|
(16,144)
|
|
|
(55,607)
|
|
Increase in deferred revenue, net
|
61,807
|
|
|
67,792
|
|
|
28,005
|
|
Increase (decrease) in deferred receipts held in trust
|
2,390
|
|
|
(42,306)
|
|
|
(19,290)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
804,351
|
|
|
628,755
|
|
|
615,830
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Capital expenditures
|
(222,211)
|
|
|
(239,957)
|
|
|
(235,545)
|
|
Business acquisitions, net of cash acquired
|
(64,164)
|
|
|
(55,644)
|
|
|
(176,252)
|
|
Real estate acquisitions
|
(52,079)
|
|
|
(51,373)
|
|
|
(18,572)
|
|
Proceeds from divestitures and sales of property and equipment
|
21,916
|
|
|
77,074
|
|
|
37,309
|
|
Proceeds from sale of investments
|
—
|
|
|
—
|
|
|
2,900
|
|
Payments for Company-owned life insurance policies
|
(5,352)
|
|
|
(9,026)
|
|
|
(14,760)
|
|
Proceeds from Company-owned life insurance policies and other
|
3,519
|
|
|
415
|
|
|
4,824
|
|
Purchase of corporate land
|
—
|
|
|
—
|
|
|
(14,525)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
(318,371)
|
|
|
(278,511)
|
|
|
(414,621)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from issuance of long-term debt
|
1,585,000
|
|
|
1,149,263
|
|
|
396,349
|
|
Debt issuance costs
|
(14,503)
|
|
|
(15,539)
|
|
|
—
|
|
Scheduled payments of debt
|
(34,489)
|
|
|
(25,471)
|
|
|
(34,134)
|
|
Early payments of debt
|
(1,371,856)
|
|
|
(1,164,978)
|
|
|
(259,590)
|
|
Principal payments on finance leases
|
(43,598)
|
|
|
(42,627)
|
|
|
(39,686)
|
|
Proceeds from exercise of stock options
|
26,671
|
|
|
40,922
|
|
|
24,517
|
|
|
|
|
|
|
|
Purchase of Company common stock
|
(516,870)
|
|
|
(129,589)
|
|
|
(277,611)
|
|
Payments of dividends
|
(137,392)
|
|
|
(131,402)
|
|
|
(123,849)
|
|
|
|
|
|
|
|
Bank overdrafts and other
|
14,259
|
|
|
328
|
|
|
(15,177)
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
(492,778)
|
|
|
(319,093)
|
|
|
(329,181)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency
|
2,788
|
|
|
3,885
|
|
|
(5,045)
|
|
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(4,010)
|
|
|
35,036
|
|
|
(133,017)
|
|
Cash, cash equivalents, and restricted cash at beginning of period
|
242,620
|
|
|
207,584
|
|
|
340,601
|
|
Cash, cash equivalents, and restricted cash at end of period
|
$
|
238,610
|
|
|
$
|
242,620
|
|
|
$
|
207,584
|
|
(See notes to consolidated financial statements)
Service Corporation International
Consolidated Statement of Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Treasury
Stock,
Par Value
|
|
Capital in
Excess of
Par Value
|
|
Retained Earnings
|
|
Accumulated Other
Comprehensive
Income
|
|
Noncontrolling
Interest
|
|
Total
|
|
(In thousands, except per share amounts)
|
Balance at December 31, 2017
|
191,936
|
|
|
(5,321)
|
|
|
970,468
|
|
|
210,364
|
|
|
41,943
|
|
|
47
|
|
|
1,409,437
|
|
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
172,461
|
|
|
(229)
|
|
|
—
|
|
|
172,232
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
447,208
|
|
|
(28,319)
|
|
|
191
|
|
|
419,080
|
|
Dividends declared on common stock ($.68 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(123,849)
|
|
|
—
|
|
|
—
|
|
|
(123,849)
|
|
Stock option exercises
|
1,802
|
|
|
—
|
|
|
22,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,517
|
|
Restricted stock awards, net of forfeitures
|
178
|
|
|
—
|
|
|
(178)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Employee share-based compensation earned
|
—
|
|
|
—
|
|
|
15,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,626
|
|
Purchase of Company common stock
|
—
|
|
|
(7,348)
|
|
|
(38,404)
|
|
|
(231,859)
|
|
|
—
|
|
|
—
|
|
|
(277,611)
|
|
Noncontrolling interest payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(326)
|
|
|
(326)
|
|
Retirement of treasury shares
|
(9,419)
|
|
|
9,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
224
|
|
|
—
|
|
|
2,483
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2,709
|
|
Balance at December 31, 2018
|
$
|
184,721
|
|
|
$
|
(3,250)
|
|
|
$
|
972,710
|
|
|
$
|
474,327
|
|
|
$
|
13,395
|
|
|
$
|
(88)
|
|
|
$
|
1,641,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
369,596
|
|
|
16,469
|
|
|
176
|
|
|
386,241
|
|
Dividends declared on common stock ($.72 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(131,402)
|
|
|
—
|
|
|
—
|
|
|
(131,402)
|
|
Stock option exercises
|
2,394
|
|
|
—
|
|
|
38,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,922
|
|
Restricted stock awards, net of forfeitures
|
126
|
|
|
—
|
|
|
(126)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Employee share-based compensation earned
|
—
|
|
|
—
|
|
|
15,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,029
|
|
Purchase of Company common stock
|
—
|
|
|
(2,909)
|
|
|
(16,062)
|
|
|
(110,618)
|
|
|
—
|
|
|
—
|
|
|
(129,589)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146)
|
|
|
(146)
|
|
Retirement of treasury shares
|
(2,243)
|
|
|
2,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
103
|
|
|
—
|
|
|
282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385
|
|
Balance at December 31, 2019
|
$
|
185,101
|
|
|
$
|
(3,916)
|
|
|
$
|
1,010,361
|
|
|
$
|
601,903
|
|
|
$
|
29,864
|
|
|
$
|
(58)
|
|
|
$
|
1,823,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
16,989
|
|
|
—
|
|
|
—
|
|
|
16,989
|
|
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
515,907
|
|
|
9,502
|
|
|
235
|
|
|
525,644
|
|
Dividends declared on common stock ($.78 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(137,392)
|
|
|
—
|
|
|
—
|
|
|
(137,392)
|
|
Stock option exercises
|
1,361
|
|
|
—
|
|
|
25,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,671
|
|
Restricted stock awards, net of forfeitures
|
170
|
|
|
—
|
|
|
(170)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Employee share-based compensation earned
|
—
|
|
|
—
|
|
|
14,103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,103
|
|
Purchase of Company common stock
|
—
|
|
|
(12,043)
|
|
|
(68,151)
|
|
|
(436,676)
|
|
|
—
|
|
|
—
|
|
|
(516,870)
|
|
Noncontrolling interest payments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304)
|
|
|
(304)
|
|
Retirement of treasury shares
|
(11,884)
|
|
|
11,884
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
44
|
|
|
—
|
|
|
481
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525
|
|
Balance at December 31, 2020
|
$
|
174,792
|
|
|
$
|
(4,075)
|
|
|
$
|
981,934
|
|
|
$
|
560,731
|
|
|
$
|
39,366
|
|
|
$
|
(127)
|
|
|
$
|
1,752,621
|
|
(See notes to consolidated financial statements)
46 Service Corporation International
Service Corporation International
Notes to Consolidated Financial Statements
1. Nature of Operations
We are North America’s largest provider of deathcare products and services, with a network of funeral service locations and cemeteries operating in the United States and Canada. Our funeral service and cemetery operations consist of funeral service locations, cemeteries, funeral service/cemetery combination locations, crematoria, and other related businesses, which enable us to serve a wide array of customer needs. We sell cemetery property and funeral and cemetery merchandise and services at the time of need and on a preneed basis.
Funeral service locations provide all professional services relating to funerals and cremations, including the use of funeral facilities and motor vehicles, arranging and directing services, removal, preparation, embalming, cremations, memorialization, travel protection, and catering. Funeral merchandise, including burial caskets and related accessories, urns and other cremation receptacles, outer burial containers, flowers, online and video tributes, stationery products, casket and cremation memorialization products, and other ancillary merchandise, is sold at funeral service locations.
Our cemeteries provide cemetery property interment rights, including developed lots, lawn crypts, mausoleum spaces, niches, and other cremation memorialization and interment options. Cemetery merchandise and services, including memorial markers and bases, outer burial containers, flowers and floral placement, other ancillary merchandise, graveside services, merchandise installation, and interments, are sold at our cemeteries.
2. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
Our consolidated financial statements include the accounts of Service Corporation International (SCI) and all subsidiaries in which we hold a controlling financial interest. Intercompany balances and transactions have been eliminated in consolidation.
Our consolidated financial statements also include the accounts of the merchandise and service trusts and cemetery perpetual care trusts in which we have a variable interest and are the primary beneficiary. We have retained the specialized industry accounting principles when consolidating the trusts. Our trusts are variable interest entities, for which we have determined that we are the primary beneficiary as we absorb a majority of the losses and returns associated with these trusts. Although we consolidate the trusts, it does not change the legal relationships among the trusts, us, or our customers. The customers are the legal beneficiaries of these trusts; therefore, their interests in these trusts represent a liability to us.
Reclassifications to Prior Period Financial Statements and Adjustments
Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation with no effect on our previously reported results of operations, consolidated financial position, or cash flows.
Use of Estimates in the Preparation of Financial Statements
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. As a result, actual results could differ from these estimates.
Cash, Cash Equivalents, and Restricted Cash
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying amounts of our cash and cash equivalents approximate fair value due to the short-term nature of these instruments.
The components of cash, cash equivalents, and restricted cash were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Cash and cash equivalents
|
$
|
230,857
|
|
|
$
|
186,276
|
|
Restricted cash(1):
|
|
|
|
Included in Other current assets
|
5,573
|
|
|
54,293
|
|
Included in Deferred charges and other assets
|
2,180
|
|
|
2,051
|
|
Total restricted cash
|
7,753
|
|
|
56,344
|
|
Total cash, cash equivalents, and restricted cash
|
$
|
238,610
|
|
|
$
|
242,620
|
|
(1) Restricted cash in both periods primarily consists of proceeds from divestitures deposited into escrow accounts under IRS code section 1031 and collateralized obligations under certain insurance policies.
Receivables, net
The components of Receivables, net in our Consolidated Balance Sheet were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
Atneed Funeral
|
|
Atneed Cemetery
|
|
Miscellaneous
|
|
Current Portion of Notes
|
|
Total
|
|
(In thousands)
|
Receivables
|
$
|
56,745
|
|
|
$
|
22,559
|
|
|
$
|
18,545
|
|
|
$
|
1,121
|
|
|
$
|
98,970
|
|
Reserve for credit losses
|
(3,752)
|
|
|
(1,933)
|
|
|
144
|
|
|
(490)
|
|
|
(6,031)
|
|
Receivables, net
|
$
|
52,993
|
|
|
$
|
20,626
|
|
|
$
|
18,689
|
|
|
$
|
631
|
|
|
$
|
92,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Atneed Funeral
|
|
Atneed Cemetery
|
|
Miscellaneous
|
|
Current Portion of Notes
|
|
Total
|
|
(In thousands)
|
Receivables
|
$
|
41,370
|
|
|
$
|
20,855
|
|
|
$
|
19,943
|
|
|
$
|
1,765
|
|
|
$
|
83,933
|
|
Allowance for doubtful accounts
|
(1,899)
|
|
|
(363)
|
|
|
—
|
|
|
—
|
|
|
(2,262)
|
|
Receivables, net
|
$
|
39,471
|
|
|
$
|
20,492
|
|
|
$
|
19,943
|
|
|
$
|
1,765
|
|
|
$
|
81,671
|
|
Additionally, included in Deferred charges and other assets, net were notes receivable, net and long-term miscellaneous receivables, net as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
(In thousands)
|
Notes receivable
|
$
|
12,389
|
|
|
$
|
14,997
|
|
Reserve for credit losses
|
(5,957)
|
|
|
—
|
|
Allowance for doubtful accounts
|
—
|
|
|
(8,374)
|
|
Notes receivable, net
|
$
|
6,432
|
|
|
$
|
6,623
|
|
|
|
|
|
Long-term miscellaneous receivables
|
$
|
6,515
|
|
|
$
|
7,287
|
|
Reserve for credit losses
|
(945)
|
|
|
—
|
|
Long-term miscellaneous receivables, net
|
$
|
5,570
|
|
|
$
|
7,287
|
|
48 Service Corporation International
Our atneed trade receivables primarily consist of amounts due for funeral and cemetery services already performed. We provide reserves for credit losses for our receivables. These reserves are based on an analysis of historical trends of collection activity adjusted for current conditions and forecasts. These estimates are impacted by a number of factors, including changes in the economy and demographic or competitive changes in our areas of operation. During 2020, we increased our reserve for credit losses on trade and miscellaneous receivables as a result of the economic impact of the COVID-19 pandemic (COVID-19). Cemetery preneed receivables are collateralized by cemetery property to the extent of the fair value of the property. Prior to adoption of the guidance on credit losses for financial instruments on January 1, 2020, we provided allowances for doubtful accounts on our receivables based on an analysis of historical trends of collection activity.
Payment on atneed contracts is generally due at the time the merchandise is delivered or the services are performed. We also have preneed receivables, as disclosed in Note 3, for which payment generally occurs prior to our fulfillment of the performance obligations. Our preneed contracts may also have extended payment terms with associated financing charges. We do not accrue interest on preneed receivables if they are not paid in accordance with the contractual payment terms given the nature of our merchandise and services, the nature of our contracts with customers, and the timing of the delivery of our services. Generally, receivables are considered past due after thirty days. We do not consider preneed funeral receivables to be past due until the contract converts into an atneed contract at which time the preneed receivable is paid or reclassified as a trade receivable with payment terms of less than thirty days. Collections are generally managed by the locations or third party agencies acting on behalf of the locations, until a receivable is one hundred eighty days delinquent, at which time trade receivables are fully reserved.
The following table summarizes the activity in our reserve for credit losses by portfolio segment, excluding preneed receivables which are presented in Note 3, for the year ended December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2020
|
|
Provision for Expected Credit Losses
|
|
Acquisitions
(Divestitures), net
|
|
Write
Offs
|
|
Recoveries
|
|
Effect of Foreign Currency
|
|
December 31, 2020
|
|
(In thousands)
|
Trade receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funeral
|
$
|
(2,690)
|
|
|
$
|
(4,639)
|
|
|
$
|
2
|
|
|
$
|
4,984
|
|
|
$
|
(1,701)
|
|
|
$
|
292
|
|
|
$
|
(3,752)
|
|
Cemetery
|
(1,424)
|
|
|
(1,489)
|
|
|
—
|
|
|
1,028
|
|
|
(50)
|
|
|
2
|
|
|
(1,933)
|
|
Total reserve for credit losses on trade receivables
|
$
|
(4,114)
|
|
|
$
|
(6,128)
|
|
|
$
|
2
|
|
|
$
|
6,012
|
|
|
$
|
(1,751)
|
|
|
$
|
294
|
|
|
$
|
(5,685)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
$
|
(203)
|
|
|
$
|
372
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(25)
|
|
|
$
|
144
|
|
Long-term
|
(715)
|
|
|
(230)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(945)
|
|
Total reserve for credit losses on miscellaneous receivables
|
$
|
(918)
|
|
|
$
|
142
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(25)
|
|
|
$
|
(801)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable
|
$
|
(9,031)
|
|
|
$
|
167
|
|
|
—
|
|
|
$
|
2,417
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,447)
|
|
At December 31, 2020, the amortized cost basis of our miscellaneous and notes receivables by year of origination was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
Prior
|
|
Revolving Line of Credit
|
|
Total
|
|
(In thousands)
|
Miscellaneous receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
$
|
17,506
|
|
|
$
|
584
|
|
|
$
|
330
|
|
|
$
|
106
|
|
|
$
|
18
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
18,545
|
|
Long-term
|
2,408
|
|
|
2,412
|
|
|
1,174
|
|
|
441
|
|
|
75
|
|
|
5
|
|
|
$
|
—
|
|
|
$
|
6,515
|
|
Total miscellaneous receivables
|
$
|
19,914
|
|
|
$
|
2,996
|
|
|
$
|
1,504
|
|
|
$
|
547
|
|
|
$
|
93
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
25,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,870
|
|
|
$
|
7,443
|
|
|
$
|
13,510
|
|
At December 31, 2020, the payment status of our miscellaneous and notes receivables was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past Due
|
|
|
|
|
|
<30 Days
|
|
30-90 Days
|
|
90-180 Days
|
|
>180 Days
|
|
Total
|
|
Current
|
|
Total
|
|
(In thousands)
|
Miscellaneous receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
111
|
|
|
$
|
18,434
|
|
|
$
|
18,545
|
|
Long-term
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,515
|
|
|
6,515
|
|
Total miscellaneous receivables
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
111
|
|
|
$
|
24,949
|
|
|
$
|
25,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
1,116
|
|
|
$
|
1,122
|
|
|
$
|
12,388
|
|
|
$
|
13,510
|
|
Inventories and Cemetery Property
Funeral and cemetery merchandise are stated at the lower of average cost or net realizable value. Cemetery property is recorded at cost. Inventory costs and cemetery property are relieved using specific identification in fulfillment of performance obligations on our contracts. Cemetery property amortization was $80.4 million, $70.3 million, and $68.6 million for the years ended December 31, 2020, 2019, and 2018, respectively.
Property and Equipment, Net
Property and equipment are recorded at cost. Maintenance and repairs are charged to expense, whereas renewals and major replacements that extend the useful lives of the assets are capitalized. Depreciation is recognized ratably over the estimated useful lives of the various classes of assets. Buildings and improvements are depreciated over a period ranging from ten years to forty years, equipment is depreciated over a period from three years to twelve years, and leasehold improvements are depreciated over the shorter of the lease term or twelve years. Depreciation and amortization expense related to property and equipment was $155.3 million, $151.0 million, and $153.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. During the fourth quarter of 2018, based on a review of our historical usage patterns for similar assets, we increased our estimate of the remaining useful life of certain building improvements and equipment by one to three years. These changes in useful life, which were made prospectively, reduced depreciation expense by $12.1 million ($0.07 per basic and diluted share) in 2019 and $4.3 million ($0.02 per basic and diluted share) in 2018. When property or equipment is sold or retired, the cost and related accumulated depreciation are removed from the Consolidated Balance Sheet; resulting gains and losses are included in the Consolidated Statement of Operations in the period of sale or disposal.
Leases
We have operating and finance leases. Our operating leases primarily include funeral service real estate and office equipment for funeral service locations, cemetery locations, and administrative offices. Our finance leases primarily include transportation equipment but also include real estate and office equipment. Lease terms related to real estate generally range from one year to forty years with options to renew at varying terms. Lease terms related to office and transportation equipment generally range from one year to nine years with options to renew at varying terms.
We determine whether an arrangement is or contains a lease at the inception of the arrangement based on the unique facts and circumstances present. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Leases with a term greater than one year are recognized on the balance sheet as ROU assets and lease liabilities. We have elected not to recognize on the balance sheet leases with terms of one year or less.
Lease liabilities and their corresponding ROU assets are recorded at commencement date based on the present value of lease payments over the expected lease term. For transportation equipment, we use the rate implicit in each lease to calculate the present value. For real estate and non-transportation equipment leases, the interest rate implicit in lease contracts is typically not readily determinable. Therefore, we use the appropriate collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of future payments for real estate and non-transportation equipment leases. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received.
For a lessee, the discount rate for the lease is defined as the rate implicit in the lease unless that rate cannot be readily determined. In that case, the lessee is required to use its incremental borrowing rate, which is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term with an amount equal to the lease payments in a similar economic environment. We use the rate implicit in each lease for vehicles and other transportation equipment, which represents 66% of our total lease liability as of December 31, 2020 and which are substantially all finance leases. For leases of real estate and non-transportation equipment, which are primarily operating leases, we use our incremental borrowing rate since the rate implicit in these leases cannot be readily determined. To calculate the incremental borrowing
50 Service Corporation International
rate, we utilize the yield-to-worst of our publicly traded debt securities, adjusted for the appropriate duration on a secured basis. As an accounting policy election, we include reasonably certain renewal periods when determining the rate to use as the incremental borrowing rate for each lease.
We calculate operating lease expense ratably over the lease term. We consider reasonably assured renewal options and fixed escalation provisions in our calculation. Generally, our leases do not include options to terminate the lease prior to the contractual lease expiration date, but future renewal periods are generally cancelable. The majority of our contractually available renewal periods for leases of buildings and land are considered reasonably certain of being exercised. This determination is made by our real estate team based on facts and circumstances surrounding each property. Leases with a term of 12 months or less are not recorded on the balance sheet. The majority of our lease arrangements contain options to (i) purchase the property at fair value on the exercise date, (ii) purchase the property for a value determined at the inception of the lease, or (iii) renew the lease for the fair rental value at the end of the primary lease term. The depreciable life of assets and leasehold improvements are generally limited by the expected lease term.
Certain of our lease agreements include variable rental payments based on a percentage of sales over base contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We generally do not have sublease arrangements, sale-leaseback arrangements, or leveraged leases.
We have lease agreements with lease and non-lease components, which are generally accounted for separately. For leases commencing before January 1, 2019, we have elected the practical expedient to not separate lease and non-lease components on certain equipment leases, such as copiers where the cost-per-copy maintenance charges are included in the lease charge. On these leases, we have elected to account for the lease and non-lease components as a single component. For leases commencing on or after January 1, 2019, we account for the maintenance charges (non-lease components) separately from the lease components. For more information related to leases, see Note 8.
Goodwill
The excess of purchase price over the fair value of identifiable net assets acquired in business combinations is recorded as goodwill. Goodwill is tested annually during the fourth quarter for impairment by assessing the fair value of each of our reporting units.
Our goodwill impairment test involves estimates and management judgment. In order to perform our goodwill impairment test, we compare the fair value of a reporting unit to its carrying amount, including goodwill. We determine fair value of each reporting unit using both a market and income approach. The income approach, which is a discounted cash flow method, uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. We do not record an impairment of goodwill in instances where the fair value of a reporting unit exceeds its carrying amount. If the carrying amount exceeds the fair value of a reporting unit, an impairment is recognized in an amount equal to the excess, up to the amount of goodwill in the reporting unit.
For our most recent annual impairment test performed in the fourth quarter, we used a 6.75% discount rate, revenue growth rates ranging from 1.0% to 3.5% over a seven-year period, plus a terminal value determined using the constant growth method in projecting our future cash flows. Our terminal value was calculated using a long-term revenue growth rate of 1.0% and 2.4% for our funeral and cemetery reporting units, respectively. Additionally, we used a ratio of expenses to revenue ranging from 71.3% to 79.9% and growth rates for other assumptions in our model ranging from 1.0% to 3.5%. Fair value was calculated as the sum of the projected discounted cash flows of our reporting units over the next seven years plus terminal value at the end of those seven years.
In addition to our annual review, we assess the impairment of goodwill whenever certain events or changes in circumstances indicate that the carrying value may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim goodwill impairment reviews were required in 2020 or 2019. For more information related to goodwill, see Note 4.
Other Intangible Assets
Our intangible assets include covenants-not-to-compete, customer relationships, trademarks and tradenames, and other intangible assets primarily resulting from acquisitions. Certain of our trademark and tradenames and other intangible assets are considered to have an indefinite life and are not subject to amortization. We test for impairment of indefinite-lived intangible assets annually during the fourth quarter.
Our intangible asset impairment tests involve estimates and management judgment. For trademarks and tradenames, our test uses the relief from royalty method whereby we determine the fair value of the assets by discounting the cash flows that represent a savings over having to pay a royalty fee for use of the trademarks and tradenames. 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.
For our most recent annual impairment test performed in the fourth quarter, we estimated that the pre-tax savings would range from 2.0% to 5.0% (4.6% weighted average using carrying value) of the revenue associated with the trademarks and
tradenames, based primarily on our research of intellectual property valuation and licensing databases. We also assumed a terminal growth rate of 1.0% and 2.4% for our funeral and cemetery segments (1.5% weighted average using carrying value), respectively, and discounted the cash flows at a 6.95% discount rate based on the relative risk of these assets to our overall business.
In addition to our annual review, we assess the impairment of intangible assets whenever certain events or changes in circumstances indicate that the carrying value 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. During the first quarter of 2020, we performed an impairment assessment on certain of our tradenames as a result of local market conditions where these businesses reside. We recorded a $3.0 million impairment charge for certain of these tradenames during the first quarter of 2020. In determining the fair value of the tradenames, we used the relief from royalty method whereby we determine the fair value of the assets by discounting the cash flows that represent a savings over having to pay a royalty fee for use of the tradenames. 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. For our first quarter of 2020 test, we estimated that the pre-tax savings would range from 2.0% to 5.0% (4.8% weighted average using carrying value) of the revenue associated with the trademarks and tradenames, based primarily on our research of intellectual property valuation and licensing databases. We also assumed a terminal growth rate of 1.0% and 2.4% for our funeral and cemetery tradenames (1.4% weighted average using carrying value), respectively, and discounted the cash flows at a 6.95% discount rate based on the relative risk of these assets to the overall business. No interim intangible impairment reviews were required in 2019.
Certain of our intangible assets associated with prior acquisitions are relieved using specific identification in fulfillment of performance obligations on our contracts with customers. We amortize all other finite-lived intangible assets on a straight-line basis over their estimated useful lives, which range from two years to eighty-nine years. For more information related to intangible assets, see Note 4.
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. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize 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. The three levels are defined as follows:
•Where quoted prices are available in an active market, securities held by the trusts are classified as Level 1 investments.
•Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, ratings, and tax-exempt status. These securities are classified as Level 2 investments.
•The valuation of other investments requires management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. These securities are classified as Level 3 investments.
An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Fixed income commingled funds, money market funds, and private equity investments are measured at net asset value. Fixed income commingled funds and money market funds are redeemable for net asset value with two weeks' notice and immediately, respectively. Our private equity investments include several funds that invest in limited partnerships, distressed debt, real estate, and mezzanine financing. These investments can never be redeemed by the funds. Instead, due to the nature of the investments in this category, distributions are received through the liquidation of the underlying assets of the funds.
Valuation policies and procedures are determined by our Trust Services department, which reports to our Chief Financial Officer. Additionally, valuations are reviewed quarterly by the Investment Committee of the Board of Directors.
Treasury Stock
We make treasury stock purchases in the open market or through privately negotiated transactions subject to market conditions and normal trading restrictions. We account for the repurchase of our common stock under the par value method. We canceled 11.9 million, 2.2 million, and 9.4 million shares of our common stock held in our treasury in 2020, 2019, and 2018, respectively. These retired treasury shares were changed to authorized but unissued status.
Foreign Currency Translation
52 Service Corporation International
All assets and liabilities of Canadian subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of the reporting period. Revenue and expense items are translated at the average exchange rates for the reporting period. The resulting translation adjustments are included as a component of Accumulated other comprehensive income in the Consolidated Statement of Equity and Consolidated Balance Sheet.
The functional currency of SCI and its subsidiaries is the respective local currency. The transactional currency gains and losses that arise from transactions denominated in currencies other than the functional currencies of our operations are recorded in Other income, net in the Consolidated Statement of Operations. We do not have any investments in foreign operations considered to be in highly inflationary economies.
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. Sales taxes collected are recognized on a net basis in our consolidated financial statements.
On our atneed contracts, we generally deliver the merchandise and perform the services 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.
We also sell price-guaranteed preneed contracts through various programs providing for future merchandise and services at prices prevailing when the agreements are signed. Revenue associated with sales of preneed contracts is deferred until control of the merchandise or the services is transferred to the customer, which is upon delivery of the merchandise or as services are performed, generally at the time of need. On certain preneed contracts, we sell memorialization merchandise, which consists of urns and urn-related products, that we deliver to the customer at the time of sale. Revenue is recognized at the time of delivery when control of the memorialization merchandise is transferred.
For personalized marker merchandise sold on a preneed contract, we will:
•purchase the merchandise from vendors,
•personalize such merchandise in accordance with the customer's specific written instructions,
•either store the merchandise at a third-party bonded storage facility or install the merchandise, based on the customer's instructions, and
•transfer title to the customer.
We recognize revenue and record the cost of sales when control is transferred for the merchandise, which occurs upon delivery to the third-party storage facility or installation of the merchandise at the cemetery.
There is no general right of return for delivered items.
We also sell travel protection as an agent of a third party. Travel protection is a service that provides shipment of remains to the servicing funeral home or cemetery of choice if the purchaser passes away outside of a certain radius of their residence, without any additional expense to the family. We do not provide travel protection services, and we are not primarily obligated to provide such services under these arrangements. Therefore, we record revenues, net of amounts due to the third-party, at the time of sale.
Total consideration received for price-guaranteed preneed and for atneed contracts with customers represents the stated amount of the contract excluding any amounts collected on behalf of third parties, such as sales taxes. Additionally, pursuant to state or provincial law, all or a portion of the proceeds from merchandise or services sold on a preneed basis may be required to be deposited into trust funds. Earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total consideration.
The total consideration received for contracts with customers is allocated to each performance obligation based on relative selling price. Relative selling prices are determined by either the amount we sell the performance obligation for on a stand-alone basis or our best estimate of the amount we would sell it for based on an adjusted market assessment approach that is consistent with our historical pricing practices.
Payment on atneed contracts is generally due at the time the merchandise is delivered or the services are performed. For preneed contracts, payment generally occurs prior to our fulfillment of the performance obligations. Our preneed contracts may also have extended payment terms with associated financing charges. We do not accrue interest on preneed receivables if they are not paid in accordance with the contractual payment terms given the nature of our merchandise and services, the nature of our contracts with customers, and the timing of the delivery of our services. We do not consider preneed receivables to be past due until the merchandise or services are required to be delivered at which time the preneed receivable is paid or reclassified as a trade receivable with payment terms of less than thirty days. For unfulfilled performance obligations on
cancelable preneed contracts, our Consolidated Balance Sheet reflects the net contract liability, which represents the amount we have collected from customers, in Deferred revenue, net.
Pursuant to state or provincial law, all or a portion of the proceeds from merchandise or services sold on a preneed basis may be required to be deposited into trust funds. When we receive payments from the customer, we deposit the amount required by law into the merchandise and service trusts and reclassify the corresponding amount from Deferred revenue, net into Deferred receipts held in trust. Amounts are withdrawn from the merchandise and service trusts when we fulfill the performance obligations. Fixed income securities held by these trust funds are classified as trading securities. Earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total consideration. We defer these investment earnings related to the merchandise and service trusts until the associated merchandise is delivered or services are performed. Fees charged by our wholly-owned registered investment advisor are also included in revenue in the period in which they are earned.
If a preneed contract is canceled prior to delivery, state or provincial law determines the amount of the refund owed to the customer, if any, including the amount of the attributed investment earnings. Upon cancellation, we receive the amount of principal deposited to the trust and previously undistributed net investment earnings and, where required, issue a refund to the customer. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a preneed contract. We recognize these retained funds, if any, and the attributed investment earnings (net of any investment earnings payable to the customer) as revenue in the Consolidated Statement of Operations. In certain jurisdictions, we may be obligated to fund any shortfall if the amount refundable to the customer exceeds the funds in trust.
A portion of the proceeds from the sale of cemetery property interment rights is required by state or provincial law to be paid into perpetual care trust funds by us to maintain the cemetery. This portion of the proceeds is not recognized as revenue. Fixed income securities held by these trust funds are classified as trading securities. Investment earnings from these trusts are distributed to us regularly and recognized in current cemetery revenue. These distributions are intended to defray cemetery maintenance costs incurred by us for our cemetery properties, which are expensed as incurred. The principal of such perpetual care trust funds generally cannot be withdrawn; however, in lieu of the distribution of realized income, certain states allow a total return distribution, which may contain elements of income, capital appreciation, and principal.
Costs related to delivery or performance of merchandise and services are charged to expense when merchandise is delivered or services are performed. Costs related to property interment rights include the property and construction costs specifically identified by each project. Property and construction costs are charged to expense when the revenue is recognized by specific identification in the fulfillment of the performance obligation. Incremental direct selling costs are deferred until fulfillment of the performance obligations. These deferred costs are classified as long-term on our Consolidated Balance Sheet because we do not control the timing of the delivery of the merchandise or performance of the services as they are generally provided at the time of need. For the years ended December 31, 2020, 2019, and 2018 we recognized $199.6 million, $174.7 million, and $180.1 million, respectively, of incremental selling costs. All other selling costs are expensed as incurred.
The components of Cost of revenue in our Consolidated Statement of Operations are:
•Cost of property and merchandise, which includes cemetery property amortization, the direct cost of merchandise, labor-related costs for merchandise handling and delivery, cemetery maintenance expenses and depreciation, and selling costs;
•Cost of services, which includes the direct cost of providing the services (including labor-related costs), cemetery maintenance expenses and depreciation, vehicle operating costs and depreciation, and selling costs; and
•Overhead and other expenses, which includes labor-related costs, facility expenses and depreciation, and other general and administrative expenses incurred in our funeral and cemetery operations.
Corporate general and administrative expenses include labor-related costs, corporate asset depreciation and amortization, public company costs, and other general and administrative expenses incurred by our corporate functions.
Insurance-Funded Preneed Contracts
Where permitted by state or provincial law, we may sell a life insurance or annuity policy from third-party insurance companies, for which we earn a commission as general sales agent for the insurance company. These general agency commissions (GA revenue) are based on a percentage per contract sold and are recognized as funeral revenue when the insurance purchase transaction between the preneed purchaser and third-party insurance provider is completed. All selling costs incurred pursuant to the sale of insurance-funded preneed contracts are expensed as incurred. GA revenue recognized in 2020, 2019, and 2018 was $124.5 million, $139.7 million, and $134.1 million, respectively.
We do not reflect the unfulfilled insurance-funded preneed contract amounts in our Consolidated Balance Sheet. The policy amount of the insurance contract between the customer and the third-party insurance company generally equals the amount of the preneed contract. The policyholder has made a revocable commitment to assign the proceeds from the policy to us at the time of need. The proceeds of the life insurance policies or annuity contracts will be reflected in funeral revenue as we perform these funerals.
54 Service Corporation International
Income Taxes
We compute income taxes using the liability method. Our ability to realize the benefit of our deferred tax assets requires us to achieve certain future earnings levels. We have established a valuation allowance against a portion of our deferred tax assets. We could be required to further adjust that valuation allowance in the near term if market conditions change materially and future earnings are, or are projected to be, significantly different than our current estimates. An increase in the valuation allowance would result in additional income tax expense in such period. All deferred tax assets and liabilities, along with any related valuation allowances are classified as non-current on our Consolidated Balance Sheet.
Accounting Standards Adopted in 2020
Financial Instruments - Credit Losses
In June 2016, the FASB issued "Financial Instruments - Credit Losses" to provide financial statement users with more decision-useful information about the expected credit losses on debt instruments and other commitments to extend credit held by a reporting entity at each reporting date. During November 2018 and April 2019, the FASB made amendments to the new standard that clarified guidance on several matters, including accrued interest, recoveries, and various codification improvements. The new standard, as amended, replaces the incurred loss impairment methodology in the previous standard with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to support credit loss estimates.
We adopted the new guidance as of January 1, 2020, applying a modified retrospective approach to credit loss reserves on our atneed, preneed, miscellaneous, and notes receivable and a prospective approach for credit loss reserves on our fixed income investments. As a result of the adoption, we recorded a $17.0 million increase to Retained earnings, which comprises a $26.4 million and a $5.8 million increase in Preneed receivables, net and trust investments and Deferred tax liability, respectively, and a $2.7 million and a $0.9 million decrease to Receivables, net and Deferred charges and other assets, net, respectively. The increase in Preneed receivables, net and trust investments is primarily the result of reducing the reserve for receivables that are collateralized by cemetery property down to the amount at which the amortized cost basis of the receivable exceeds the fair value of the property less costs to resell.
Goodwill
In January 2017, the FASB amended "Goodwill" to simplify the subsequent measurement of goodwill. The amended guidance eliminates Step 2 from the goodwill impairment test. Instead, impairment is defined as the amount by which the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill of the reporting unit. We adopted the new standard as of January 1, 2020 and it had no impact on our consolidated results of operations, consolidated financial position, and cash flows.
Fair Value Measurements
In August 2018, the FASB amended "Fair Value Measurements" to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of the significant unobservable inputs used in level 3 measurements. We adopted the new standard as of January 1, 2020 and it had no impact on our consolidated results of operations, consolidated financial position, and cash flows.
Compensation - Retirement Benefits
In August 2018, the FASB amended "Compensation - Retirement Benefits" to modify the disclosure requirements for defined benefit plans. The amendment requires the disclosure of the weighted average interest crediting rate used for cash balance plans and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. It removes the requirement to disclose the approximate amount of future benefits covered by insurance contracts. We have made the required disclosure changes in this Form 10-K. Adoption had no impact on our consolidated results of operations, consolidated financial position, and cash flows.
Recently Issued Accounting Standards
Reference Rate Reform
In March 2020, the FASB issued "Reference Rate Reform" 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 U.S. 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 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 currently have no hedging relationships. We are evaluating our contracts and the optional expedients provided by the new standard.
3. Preneed Activities
Preneed receivables, net and trust investments
The components of Preneed receivables, net and trust investments in our Consolidated Balance Sheet were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Preneed receivables, net
|
$
|
1,069,965
|
|
|
$
|
947,232
|
|
|
|
|
|
Trust investments, at fair value
|
5,851,188
|
|
|
5,258,319
|
|
|
|
|
|
Insurance-backed fixed income securities and other
|
245,056
|
|
|
265,160
|
|
Trust investments
|
6,096,244
|
|
|
5,523,479
|
|
Less: Cemetery perpetual care trust investments
|
(1,820,489)
|
|
|
(1,681,149)
|
|
Preneed trust investments
|
4,275,755
|
|
|
3,842,330
|
|
|
|
|
|
Preneed receivables, net and trust investments
|
$
|
5,345,720
|
|
|
$
|
4,789,562
|
|
Preneed receivables, net comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
Funeral
|
|
Cemetery
|
|
Total
|
|
(In thousands)
|
Preneed receivables
|
$
|
143,896
|
|
|
$
|
979,259
|
|
|
$
|
1,123,155
|
|
Unearned finance charges
|
(14,018)
|
|
|
$
|
(19,968)
|
|
|
$
|
(33,986)
|
|
Preneed receivables, at amortized cost
|
$
|
129,878
|
|
|
$
|
959,291
|
|
|
$
|
1,089,169
|
|
Reserve for credit losses
|
(10,940)
|
|
|
$
|
(8,264)
|
|
|
$
|
(19,204)
|
|
Preneed receivables, net
|
$
|
118,938
|
|
|
$
|
951,027
|
|
|
$
|
1,069,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Funeral
|
|
Cemetery
|
|
Total
|
|
(In thousands)
|
Preneed receivables
|
$
|
130,971
|
|
|
$
|
907,973
|
|
|
$
|
1,038,944
|
|
Unearned finance charges
|
(16,328)
|
|
|
(34,242)
|
|
|
(50,570)
|
|
Preneed receivables, at amortized cost
|
114,643
|
|
|
873,731
|
|
|
988,374
|
|
Allowance for cancellation
|
(1,452)
|
|
|
(39,690)
|
|
|
(41,142)
|
|
Preneed receivables, net
|
$
|
113,191
|
|
|
$
|
834,041
|
|
|
$
|
947,232
|
|
56 Service Corporation International
At December 31, 2020, the amortized cost basis of our preneed receivables by year of origination was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
Prior
|
|
Total
|
|
(In thousands)
|
Preneed receivables, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Funeral
|
$
|
60,249
|
|
|
$
|
37,497
|
|
|
$
|
13,276
|
|
|
$
|
6,353
|
|
|
$
|
3,039
|
|
|
$
|
9,464
|
|
|
$
|
129,878
|
|
Cemetery
|
426,260
|
|
|
232,622
|
|
|
149,693
|
|
|
87,912
|
|
|
40,857
|
|
|
21,947
|
|
|
959,291
|
|
Total preneed receivables, at amortized cost
|
$
|
486,509
|
|
|
$
|
270,119
|
|
|
$
|
162,969
|
|
|
$
|
94,265
|
|
|
$
|
43,896
|
|
|
$
|
31,411
|
|
|
$
|
1,089,169
|
|
At December 31, 2020, the payment status of our preneed receivables was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past Due
|
|
|
|
|
|
<30 Days
|
|
30-90 Days
|
|
90-180 Days
|
|
>180 Days
|
|
Total
|
|
Current
|
|
Total
|
|
(In thousands)
|
Preneed receivables, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Funeral
|
$
|
3,593
|
|
|
$
|
2,503
|
|
|
$
|
1,533
|
|
|
$
|
15,321
|
|
|
$
|
22,950
|
|
|
$
|
106,928
|
|
|
$
|
129,878
|
|
Cemetery
|
28,288
|
|
|
20,821
|
|
|
5,233
|
|
|
989
|
|
|
55,331
|
|
|
903,960
|
|
|
959,291
|
|
Total preneed receivables, at amortized cost
|
$
|
31,881
|
|
|
$
|
23,324
|
|
|
$
|
6,766
|
|
|
$
|
16,310
|
|
|
$
|
78,281
|
|
|
$
|
1,010,888
|
|
|
$
|
1,089,169
|
|
The following table summarizes the activity for the reserve for credit losses on preneed receivables for the twelve months ended December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2020
|
|
Provision for Expected Credit Losses
|
|
Acquisitions (Divestitures), Net
|
|
Write Offs
|
|
Effect of Foreign Currency
|
|
December 31, 2020
|
|
(In thousands)
|
Funeral
|
$
|
(8,057)
|
|
|
$
|
(5,652)
|
|
|
$
|
9
|
|
|
$
|
2,750
|
|
|
$
|
10
|
|
|
$
|
(10,940)
|
|
Cemetery
|
(6,700)
|
|
|
(2,087)
|
|
|
—
|
|
|
520
|
|
|
3
|
|
|
(8,264)
|
|
Total reserve for credit losses on preneed receivables
|
$
|
(14,757)
|
|
|
$
|
(7,739)
|
|
|
$
|
9
|
|
|
$
|
3,270
|
|
|
$
|
13
|
|
|
$
|
(19,204)
|
|
The table below sets forth certain investment-related activities associated with our trusts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Deposits
|
$
|
429,307
|
|
|
$
|
421,460
|
|
|
$
|
393,523
|
|
Withdrawals
|
$
|
424,986
|
|
|
$
|
435,344
|
|
|
$
|
432,822
|
|
Purchases of securities
|
$
|
2,147,935
|
|
|
$
|
1,596,698
|
|
|
$
|
1,540,093
|
|
Sales of securities
|
$
|
1,994,684
|
|
|
$
|
1,495,733
|
|
|
$
|
1,564,968
|
|
Realized gains from sales of securities(1)
|
$
|
418,851
|
|
|
$
|
241,661
|
|
|
$
|
305,595
|
|
Realized losses from sales of securities(1)
|
$
|
(262,974)
|
|
|
$
|
(121,272)
|
|
|
$
|
(77,996)
|
|
(1)All realized gains and losses are recognized in Other income, net for our trust investments and are offset by a corresponding reclassification in Other income, net to Deferred receipts held in trust and Care trusts’ corpus.
The activity in Preneed receivables, net and trust investments was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Beginning balance - Preneed receivables, net and trust investments
|
$
|
4,789,562
|
|
|
$
|
4,271,392
|
|
|
$
|
4,778,842
|
|
Cumulative effect of accounting changes
|
26,394
|
|
|
—
|
|
|
—
|
|
Net preneed contract sales
|
1,494,557
|
|
|
1,372,705
|
|
|
1,325,134
|
|
Cash receipts from customers, net of refunds
|
(1,279,295)
|
|
|
(1,280,468)
|
|
|
(1,185,717)
|
|
Deposits to trust
|
373,663
|
|
|
372,644
|
|
|
347,601
|
|
Acquisitions of businesses, net
|
19,299
|
|
|
11,751
|
|
|
134,729
|
|
Net undistributed investment earnings (losses) (1)
|
407,770
|
|
|
489,577
|
|
|
(191,611)
|
|
Maturities and distributed earnings
|
(430,608)
|
|
|
(442,507)
|
|
|
(433,036)
|
|
Change in cancellation allowance
|
(4,468)
|
|
|
(2,006)
|
|
|
62,131
|
|
Change in amounts due on unfulfilled performance obligations
|
(55,269)
|
|
|
(10,223)
|
|
|
(546,554)
|
|
Effect of foreign currency and other
|
4,115
|
|
|
6,697
|
|
|
(20,127)
|
|
Ending balance - Preneed receivables, net and trust investments
|
$
|
5,345,720
|
|
|
$
|
4,789,562
|
|
|
$
|
4,271,392
|
|
(1) Includes both realized and unrealized investment earnings (losses).
58 Service Corporation International
The cost and fair values associated with trust investments recorded at fair value at December 31, 2020 and 2019 are detailed below. Cost reflects the investment (net of redemptions) of control holders in the trusts. Fair value represents the value of the underlying securities held by the trusts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
Fair Value Hierarchy Level
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Value
|
|
|
|
|
(In thousands)
|
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
2
|
$
|
44,907
|
|
|
$
|
1,566
|
|
|
$
|
(272)
|
|
|
$
|
46,201
|
|
Canadian government
|
2
|
30,210
|
|
|
51
|
|
|
(157)
|
|
|
30,104
|
|
Corporate
|
2
|
1,669
|
|
|
14
|
|
|
(8)
|
|
|
1,675
|
|
Residential mortgage-backed
|
2
|
2,438
|
|
|
131
|
|
|
—
|
|
|
2,569
|
|
Asset-backed
|
2
|
174
|
|
|
3
|
|
|
(5)
|
|
|
172
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
Preferred stock
|
2
|
358
|
|
|
—
|
|
|
(24)
|
|
|
334
|
|
Common stock:
|
|
|
|
|
|
|
|
|
United States
|
1
|
1,500,125
|
|
|
503,757
|
|
|
(54,748)
|
|
|
1,949,134
|
|
Canada
|
1
|
35,016
|
|
|
10,915
|
|
|
(1,823)
|
|
|
44,108
|
|
Other international
|
1
|
110,775
|
|
|
39,837
|
|
|
(1,831)
|
|
|
148,781
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
Equity
|
1
|
821,406
|
|
|
95,155
|
|
|
(10,437)
|
|
|
906,124
|
|
Fixed income
|
1
|
1,022,409
|
|
|
35,872
|
|
|
(19,298)
|
|
|
1,038,983
|
|
Other
|
3
|
188
|
|
|
2
|
|
|
—
|
|
|
190
|
|
Trust investments, at fair value
|
|
3,569,675
|
|
|
687,303
|
|
|
(88,603)
|
|
|
4,168,375
|
|
Commingled funds
|
|
|
|
|
|
|
|
|
Fixed income
|
|
657,219
|
|
|
37,474
|
|
|
(173)
|
|
|
694,520
|
|
Equity
|
|
283,329
|
|
|
97,704
|
|
|
—
|
|
|
381,033
|
|
Money market funds
|
|
330,745
|
|
|
—
|
|
|
—
|
|
|
330,745
|
|
Private equity
|
|
217,953
|
|
|
68,846
|
|
|
(10,284)
|
|
|
276,515
|
|
Trust investments, at net asset value
|
|
1,489,246
|
|
|
204,024
|
|
|
(10,457)
|
|
|
1,682,813
|
|
Trust investments, at market
|
|
$
|
5,058,921
|
|
|
$
|
891,327
|
|
|
$
|
(99,060)
|
|
|
$
|
5,851,188
|
|
As of December 31, 2020, our unfunded commitment for our private equity investments was $228.0 million which, if called, would be funded by the assets of the trusts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Fair Value Hierarchy Level
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Value
|
|
|
|
|
(In thousands)
|
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
2
|
$
|
49,728
|
|
|
$
|
752
|
|
|
$
|
(130)
|
|
|
$
|
50,350
|
|
Canadian government
|
2
|
41,093
|
|
|
76
|
|
|
(850)
|
|
|
40,319
|
|
Corporate
|
2
|
9,694
|
|
|
28
|
|
|
(172)
|
|
|
9,550
|
|
Residential mortgage-backed
|
2
|
3,210
|
|
|
59
|
|
|
(1)
|
|
|
3,268
|
|
Asset-backed
|
2
|
129
|
|
|
3
|
|
|
(4)
|
|
|
128
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
Preferred stock
|
2
|
6,338
|
|
|
804
|
|
|
(115)
|
|
|
7,027
|
|
Common stock:
|
|
|
|
|
|
|
|
|
United States
|
1
|
1,349,828
|
|
|
303,766
|
|
|
(36,507)
|
|
|
1,617,087
|
|
Canada
|
1
|
43,866
|
|
|
12,369
|
|
|
(2,075)
|
|
|
54,160
|
|
Other international
|
1
|
95,257
|
|
|
18,227
|
|
|
(522)
|
|
|
112,962
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
Equity
|
1
|
746,581
|
|
|
31,511
|
|
|
(54,020)
|
|
|
724,072
|
|
Fixed income
|
1
|
1,247,930
|
|
|
16,424
|
|
|
(32,587)
|
|
|
1,231,767
|
|
Other
|
3
|
7,034
|
|
|
1,184
|
|
|
—
|
|
|
8,218
|
|
Trust investments, at fair value
|
|
3,600,688
|
|
|
385,203
|
|
|
(126,983)
|
|
|
3,858,908
|
|
Commingled funds
|
|
|
|
|
|
|
|
|
Fixed income
|
|
444,744
|
|
|
5,077
|
|
|
(1,731)
|
|
|
448,090
|
|
Equity
|
|
249,980
|
|
|
47,631
|
|
|
—
|
|
|
297,611
|
|
Money market funds
|
|
397,461
|
|
|
—
|
|
|
—
|
|
|
397,461
|
|
Private equity
|
|
176,388
|
|
|
80,283
|
|
|
(422)
|
|
|
256,249
|
|
Trust investments, at net asset value
|
|
1,268,573
|
|
|
132,991
|
|
|
(2,153)
|
|
|
1,399,411
|
|
Trust investments, at market
|
|
$
|
4,869,261
|
|
|
$
|
518,194
|
|
|
$
|
(129,136)
|
|
|
$
|
5,258,319
|
|
60 Service Corporation International
The change in our market-based trust investments with significant unobservable inputs (Level 3) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
(In thousands)
|
Fair value, beginning balance at January 1
|
|
$
|
8,218
|
|
|
$
|
9,755
|
|
|
$
|
9,067
|
|
Net realized and unrealized (losses) included in Other income, net(1)
|
|
(1,215)
|
|
|
(761)
|
|
|
(697)
|
|
Purchases
|
|
—
|
|
|
1,006
|
|
|
66
|
|
Sales
|
|
(2)
|
|
|
(1,782)
|
|
|
(26)
|
|
|
|
|
|
|
|
|
Acquisitions, net
|
|
—
|
|
|
—
|
|
|
1,345
|
|
Transfers
|
|
(6,811)
|
|
|
—
|
|
|
—
|
|
Fair value, ending balance at December 31
|
|
$
|
190
|
|
|
$
|
8,218
|
|
|
$
|
9,755
|
|
(1)All net realized and unrealized (losses) recognized in Other income, net for our trust investments are offset by a corresponding reclassification in Other income, net to Deferred receipts held in trust and Care trusts' corpus.
Maturity dates of our fixed income securities range from 2021 to 2040. Maturities of fixed income securities (excluding mutual funds) at December 31, 2020 are estimated as follows:
|
|
|
|
|
|
|
Fair Value
|
|
(In thousands)
|
Due in one year or less
|
$
|
47,203
|
|
Due in one to five years
|
25,067
|
|
Due in five to ten years
|
8,311
|
|
Thereafter
|
140
|
|
Total estimated maturities of fixed income securities
|
$
|
80,721
|
|
Recognized trust fund income (realized and unrealized) related to our preneed trust investments was $129.1 million, $119.0 million, and $121.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. Recognized trust fund income (realized and unrealized) related to our cemetery perpetual care trust investments was $77.8 million, $77.5 million, and $74.7 million for the years ended December 31, 2020, 2019, and 2018, respectively.
Deferred revenue, net
At December 31, 2020 and 2019, Deferred revenue, net represents future revenue, including distributed trust investment earnings associated with unperformed trust-funded preneed contracts that are not held in trust accounts. Future revenue and net trust investment earnings that are held in trust accounts are included in Deferred receipts held in trust.
The components of Deferred revenue, net in our Consolidated Balance Sheet were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
|
|
(In thousands)
|
Deferred revenue
|
$
|
2,127,878
|
|
|
$
|
2,046,000
|
|
|
|
Amounts due from customers for unfulfilled performance obligations on cancelable preneed contracts
|
(638,969)
|
|
|
(578,897)
|
|
|
|
Deferred revenue, net
|
$
|
1,488,909
|
|
|
$
|
1,467,103
|
|
|
|
The following table summarizes the activity for our contract liabilities, which are reflected in Deferred revenue, net and Deferred receipts held in trust:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Beginning balance — Deferred revenue, net and Deferred receipts held in trust
|
$
|
5,306,479
|
|
|
$
|
4,790,552
|
|
|
$
|
5,265,206
|
|
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
37,991
|
|
Net preneed contract sales
|
1,089,060
|
|
|
984,575
|
|
|
977,378
|
|
(Dispositions) acquisitions of businesses, net
|
19,664
|
|
|
(12,741)
|
|
|
159,560
|
|
Net investment gains (losses)(1)
|
402,048
|
|
|
484,577
|
|
|
(195,051)
|
|
Recognized revenue from backlog (2)
|
(412,127)
|
|
|
(368,908)
|
|
|
(381,041)
|
|
Recognized revenue from current period sales
|
(598,768)
|
|
|
(573,804)
|
|
|
(572,428)
|
|
Change in amounts due on unfulfilled performance obligations
|
(55,087)
|
|
|
(10,223)
|
|
|
(546,554)
|
|
Change in cancellation reserve
|
1,070
|
|
|
1,066
|
|
|
65,817
|
|
Effect of foreign currency and other
|
8,952
|
|
|
11,385
|
|
|
(20,326)
|
|
Ending balance — Deferred revenue, net and Deferred receipts held in trust
|
$
|
5,761,291
|
|
|
$
|
5,306,479
|
|
|
$
|
4,790,552
|
|
(1)Includes both realized and unrealized investment gains (losses).
(2)Includes current year trust fund income through the date of performance.
4. Goodwill and Intangible Assets
The changes in the carrying amounts of goodwill for our funeral and cemetery reporting units are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
Funeral
|
|
Cemetery
|
|
Total
|
|
Funeral
|
|
Cemetery
|
|
Total
|
|
(In thousands)
|
Beginning balance — Goodwill
|
$
|
1,535,278
|
|
|
$
|
328,945
|
|
|
$
|
1,864,223
|
|
|
$
|
1,528,407
|
|
|
$
|
335,435
|
|
|
$
|
1,863,842
|
|
Increase (decrease) in goodwill related to acquisitions (1)
|
14,796
|
|
|
—
|
|
|
14,796
|
|
|
7,458
|
|
|
(6,003)
|
|
|
1,455
|
|
Reduction of goodwill related to divestitures
|
(1,175)
|
|
|
—
|
|
|
(1,175)
|
|
|
(5,003)
|
|
|
(487)
|
|
|
(5,490)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency
|
2,163
|
|
|
—
|
|
|
2,163
|
|
|
4,416
|
|
|
—
|
|
|
4,416
|
|
Total activity
|
15,784
|
|
|
—
|
|
|
15,784
|
|
|
6,871
|
|
|
(6,490)
|
|
|
381
|
|
Ending balance — Goodwill
|
$
|
1,551,062
|
|
|
$
|
328,945
|
|
|
$
|
1,880,007
|
|
|
$
|
1,535,278
|
|
|
$
|
328,945
|
|
|
$
|
1,864,223
|
|
(1)Also includes adjustments within the remeasurement period related to acquisitions.
62 Service Corporation International
The components of intangible assets at December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life
|
|
|
|
|
|
Minimum
|
|
Maximum
|
|
2020
|
|
2019
|
|
(Years)
|
|
(In thousands)
|
Amortizing intangibles:
|
|
|
|
|
|
|
|
Covenants-not-to-compete
|
2
|
-
|
20
|
|
$
|
219,493
|
|
|
$
|
216,646
|
|
Customer relationships
|
10
|
-
|
20
|
|
150,365
|
|
|
149,479
|
|
Tradenames
|
5
|
-
|
89
|
|
7,000
|
|
|
7,000
|
|
Other
|
5
|
-
|
89
|
|
26,927
|
|
|
26,927
|
|
|
|
|
|
|
403,785
|
|
|
400,052
|
|
Less: accumulated amortization:
|
|
|
|
|
|
|
|
Covenants-not-to-compete
|
|
|
|
|
201,427
|
|
|
198,610
|
|
Customer relationships
|
|
|
|
|
90,022
|
|
|
83,047
|
|
Tradenames
|
|
|
|
|
202
|
|
|
123
|
|
Other
|
|
|
|
|
8,807
|
|
|
8,067
|
|
|
|
|
|
|
300,458
|
|
|
289,847
|
|
|
|
|
|
|
|
|
|
Amortizing intangibles, net
|
|
|
|
|
103,327
|
|
|
110,205
|
|
|
|
|
|
|
|
|
|
Non-amortizing intangibles:
|
|
|
|
|
|
|
|
Tradenames
|
|
|
Indefinite
|
|
327,297
|
|
|
310,197
|
|
Other
|
|
|
Indefinite
|
|
10,765
|
|
|
10,765
|
|
Non-amortizing intangibles
|
|
|
|
|
338,062
|
|
|
320,962
|
|
|
|
|
|
|
|
|
|
Intangible assets, net — included in Deferred charges and other assets, net
|
|
$
|
441,389
|
|
|
$
|
431,167
|
|
As part of our recoverability testing process during 2020, we recognized $3.1 million of impairment on tradenames. Amortization expense for intangible assets was $22.4 million, $25.6 million, and $26.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. The following is estimated amortization expense, excluding certain intangibles for which we are unable to provide an estimate because they are amortized based on specific identification in the fulfillment of performance obligations on our preneed contracts, for the five years subsequent to December 31, 2020 (in thousands):
|
|
|
|
|
|
2021
|
$
|
7,297
|
|
2022
|
6,133
|
|
2023
|
5,741
|
|
2024
|
5,596
|
|
2025
|
5,465
|
|
Total estimated amortization expense
|
$
|
30,232
|
|
5. Income Taxes
The provision or benefit for income taxes includes U.S. federal income taxes (determined on a consolidated return basis), foreign income taxes, and state income taxes.
Income before income taxes was composed of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
United States
|
$
|
633,608
|
|
|
$
|
441,579
|
|
|
$
|
399,123
|
|
Foreign
|
28,452
|
|
|
22,853
|
|
|
42,609
|
|
|
$
|
662,060
|
|
|
$
|
464,432
|
|
|
$
|
441,732
|
|
Income tax provision (benefit) consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Current:
|
|
|
|
|
|
United States
|
$
|
106,632
|
|
|
$
|
51,664
|
|
|
$
|
18,138
|
|
Foreign
|
7,968
|
|
|
7,059
|
|
|
10,541
|
|
State
|
23,439
|
|
|
12,908
|
|
|
6,974
|
|
Total current income taxes
|
138,039
|
|
|
71,631
|
|
|
35,653
|
|
Deferred:
|
|
|
|
|
|
United States
|
$
|
6,339
|
|
|
$
|
12,973
|
|
|
$
|
(48,565)
|
|
Foreign
|
(64)
|
|
|
(571)
|
|
|
386
|
|
State
|
1,609
|
|
|
10,628
|
|
|
6,700
|
|
Total deferred income taxes
|
7,884
|
|
|
23,030
|
|
|
(41,479)
|
|
Total income taxes
|
$
|
145,923
|
|
|
$
|
94,661
|
|
|
$
|
(5,826)
|
|
We made income tax payments of $138.0 million, $70.6 million, and $65.4 million in 2020, 2019, and 2018, respectively, and received refunds of $5.2 million, $4.7 million, and $11.4 million, respectively.
The differences between the U.S. federal statutory income tax rate and our effective tax rate were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
(In thousands)
|
|
|
Computed tax provision at the applicable federal statutory income tax rate
|
$
|
139,031
|
|
|
$
|
97,531
|
|
|
$
|
92,764
|
|
|
|
State and local taxes, net of federal income tax benefits
|
20,711
|
|
|
20,081
|
|
|
10,146
|
|
|
|
Foreign jurisdiction differences
|
2,496
|
|
|
1,646
|
|
|
2,377
|
|
|
|
Permanent differences associated with divestitures
|
73
|
|
|
1,288
|
|
|
790
|
|
|
|
Changes in uncertain tax positions and audit settlements
|
100
|
|
|
(9,842)
|
|
|
(88,687)
|
|
|
|
Foreign valuation allowance, net of federal income tax benefits
|
(566)
|
|
|
$
|
43
|
|
|
$
|
(431)
|
|
|
|
Enactment of U.S. Tax Act
|
—
|
|
|
—
|
|
|
(16,105)
|
|
|
|
Excess tax benefit from share-based compensation
|
(9,093)
|
|
|
(13,868)
|
|
|
(11,159)
|
|
|
|
Other
|
(6,829)
|
|
|
(2,218)
|
|
|
4,479
|
|
|
|
Provision for (benefit from) income taxes
|
$
|
145,923
|
|
|
$
|
94,661
|
|
|
$
|
(5,826)
|
|
|
|
Total consolidated effective tax rate
|
22.0
|
%
|
|
20.4
|
%
|
|
(1.3)
|
%
|
|
|
The lower effective tax rate for the twelve months ended December 31, 2018 was primarily due to the reduction in uncertain tax positions as a result of the expiration of statutes of limitation.
Deferred taxes are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following:
64 Service Corporation International
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Inventories and cemetery property
|
$
|
(208,707)
|
|
|
$
|
(212,498)
|
|
Deferred incremental direct selling costs
|
(81,301)
|
|
|
(76,692)
|
|
Property and equipment
|
(161,293)
|
|
|
(139,548)
|
|
Intangibles
|
(201,361)
|
|
|
(199,906)
|
|
Other
|
(2,424)
|
|
|
(1,893)
|
|
Deferred tax liabilities
|
(655,086)
|
|
|
(630,537)
|
|
Loss and tax credit carryforwards
|
134,912
|
|
|
143,391
|
|
Deferred revenue on preneed funeral and cemetery contracts
|
117,748
|
|
|
113,171
|
|
Accrued liabilities
|
73,743
|
|
|
67,489
|
|
|
|
|
|
Deferred tax assets
|
326,403
|
|
|
324,051
|
|
Less: valuation allowance
|
(108,090)
|
|
|
(114,331)
|
|
Net deferred income tax liability
|
$
|
(436,773)
|
|
|
$
|
(420,817)
|
|
Deferred tax assets and deferred income tax liabilities are recognized in our Consolidated Balance Sheet as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Non-current deferred tax assets - included in Deferred charges and other assets, net
|
$
|
535
|
|
|
$
|
665
|
|
Non-current deferred tax liabilities - included in Deferred tax liability
|
(437,308)
|
|
|
(421,482)
|
|
Net deferred income tax liability
|
$
|
(436,773)
|
|
|
$
|
(420,817)
|
|
As of December 31, 2020, foreign withholding taxes have not been provided on the estimated $298.1 million of undistributed earnings and profits (E&P) of our foreign subsidiaries as we intend to permanently reinvest these foreign E&P in those businesses outside the U.S. However, if we were to repatriate such foreign E&P, the foreign withholding tax liability is estimated to be $14.3 million.
The following table summarizes the activity related to our gross unrecognized tax benefits from January 1, 2018 to December 31, 2020 (in thousands):
|
|
|
|
|
|
|
Federal, State, and Foreign Tax
|
|
(In thousands)
|
Balance at December 31, 2017
|
$
|
79,455
|
|
Additions to tax positions related to prior years
|
1,348
|
|
Reduction to tax positions due to expiration of statutes of limitation
|
(79,455)
|
|
Balance at December 31, 2018
|
$
|
1,348
|
|
Reductions to tax positions related to prior years
|
—
|
|
Balance at December 31, 2019
|
$
|
1,348
|
|
Reductions to tax positions related to prior years
|
—
|
|
Balance at December 31, 2020
|
$
|
1,348
|
|
Our total unrecognized tax benefits that, if recognized, would affect our effective tax rates were $1.4 million as of December 31, 2020, 2019 and 2018.
We include potential accrued interest and penalties related to unrecognized tax benefits within our income tax provision account. We have accrued $0.7 million, $0.6 million, and $0.5 million for the payment of interest, net of tax benefits, and penalties as of December 31, 2020, 2019 and 2018, respectively. We recorded an increase of interest and penalties of $0.1 million, $0.1 million and a decrease of $10.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions or the uncertainty of deductions in the future, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.
We file income tax returns, including tax returns for our subsidiaries, with federal, state, local, and foreign jurisdictions. We consider the United States to be our most significant jurisdiction; however, all tax returns are subject to routine compliance review by the taxing authorities in the jurisdictions in which we file tax returns in the ordinary course of business.
The federal statutes of limitations have expired for all tax years prior to 2017, and we are not currently under audit by the IRS. Various state jurisdictions are auditing years 2013 through 2018. There are currently no federal or provincial audits in Canada; however, years subsequent to 2015 remain open and could be subject to examination. We believe that it is reasonably possible that the recorded amount of gross unrecognized tax benefits may decrease by $1.4 million within the next twelve months as a result of concluding various state tax matters.
Various subsidiaries have federal, state, and foreign loss carryforwards in the aggregate of $2.5 billion with expiration dates through 2040. Such loss carryforwards will expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
State
|
|
Foreign
|
|
Total
|
|
(In thousands)
|
2021
|
$
|
—
|
|
|
$
|
159,554
|
|
|
$
|
—
|
|
|
$
|
159,554
|
|
2022
|
—
|
|
|
77,737
|
|
|
—
|
|
|
77,737
|
|
2023
|
—
|
|
|
226,906
|
|
|
151
|
|
|
227,057
|
|
2024
|
—
|
|
|
172,593
|
|
|
578
|
|
|
173,171
|
|
Thereafter
|
135
|
|
|
1,832,849
|
|
|
11,702
|
|
|
1,844,686
|
|
Total
|
$
|
135
|
|
|
$
|
2,469,639
|
|
|
$
|
12,431
|
|
|
$
|
2,482,205
|
|
In assessing the usefulness of deferred tax assets, we consider whether it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The ultimate realization of net deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. During 2020, we recorded a net $5.9 million decrease in our state valuation allowance and a net $0.3 million decrease in our foreign valuation allowance resulting primarily from increased activity in various states and Puerto Rico. The valuation allowances can be affected in future periods by changes to tax laws, changes to statutory tax rates, and changes in estimates of future taxable income.
At December 31, 2020, our loss and tax credit carryforward deferred tax assets and related valuation allowances by jurisdiction are as follows (presented net of federal benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
State
|
|
Foreign
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Loss and tax credit carryforwards
|
$
|
28
|
|
|
$
|
128,024
|
|
|
$
|
6,860
|
|
|
$
|
134,912
|
|
Valuation allowance
|
$
|
—
|
|
|
$
|
88,056
|
|
|
$
|
20,034
|
|
|
$
|
108,090
|
|
6. Debt
The components of Debt are:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
8.0% Senior Notes due November 2021
|
$
|
150,000
|
|
|
$
|
150,000
|
|
5.375% Senior Notes due May 2024
|
—
|
|
|
850,000
|
|
7.5% Senior Notes due April 2027
|
152,710
|
|
|
153,465
|
|
4.625% Senior Notes due December 2027
|
550,000
|
|
|
550,000
|
|
5.125% Senior Notes due June 2029
|
750,000
|
|
|
750,000
|
|
3.375% Senior Notes due August 2030
|
850,000
|
|
|
—
|
|
Term Loan due May 2024
|
601,250
|
|
|
633,750
|
|
Bank Credit Facility due May 2024
|
525,000
|
|
|
295,000
|
|
Obligations under finance leases
|
148,864
|
|
|
185,252
|
|
Mortgage notes and other debt, maturities through 2050
|
51,766
|
|
|
45,104
|
|
Unamortized premiums and discounts, net
|
(317)
|
|
|
5,634
|
|
Unamortized debt issuance costs
|
(36,739)
|
|
|
(34,854)
|
|
Total debt
|
$
|
3,742,534
|
|
|
$
|
3,583,351
|
|
Less: Current maturities of long-term debt
|
(228,352)
|
|
|
(69,821)
|
|
Total long-term debt
|
$
|
3,514,182
|
|
|
$
|
3,513,530
|
|
66 Service Corporation International
Current maturities of debt at December 31, 2020 include amounts due under our term loan, certain senior notes, mortgage notes and other debt, and finance leases within the next year as well as the portion of unamortized premiums and discounts and debt issuance costs expected to be recognized in the next twelve months.
Our consolidated debt had a weighted average interest rate of 3.62% and 4.72% at December 31, 2020 and 2019, respectively. Approximately 66% and 69% of our total debt had a fixed interest rate at December 31, 2020 and 2019, respectively.
The following table summarizes the aggregate maturities of our debt for the five years subsequent to December 31, 2020 and thereafter, excluding unamortized premiums and debt issuance costs (in thousands):
|
|
|
|
|
|
2021
|
$
|
228,355
|
|
2022
|
60,752
|
|
2023
|
70,152
|
|
2024
|
1,038,963
|
|
2025
|
38,823
|
|
2026 and thereafter
|
2,305,489
|
|
Total debt maturities
|
$
|
3,742,534
|
|
Bank Credit Agreement
The bank credit agreement provides us with flexibility for working capital, if needed, and is guaranteed by a majority of our domestic subsidiaries. The subsidiary guaranty is a guaranty of payment of the outstanding amount of the total lending commitment, including letters of credit. The bank credit agreement contains certain financial covenants, including a minimum interest coverage ratio, a maximum leverage ratio, and certain dividend and share repurchase restrictions. As of December 31, 2020, we are in compliance with all of our debt covenants. We issued $34.0 million of letters of credit and pay a quarterly fee on the unused commitment, which was 0.15% at December 31, 2020. As of December 31, 2020, we have $441.0 million in borrowing capacity under the facility.
As of December 31, 2019, we issued $34.0 million of letters of credit.
Debt Issuances and Additions
During the year ended December 31, 2020, we issued or added $1.6 billion of debt including:
•$850.0 million unsecured 3.375% Senior Notes due August 2030; and
•$735.0 million on our Bank Credit Facility due May 2024.
Newly issued debt was used to pay off our Bank Credit Facility due May 2024, to redeem our 5.375% Senior Notes due May 2024, and for general corporate purposes. These transactions resulted in additional debt issuance costs of $14.5 million.
During the year ended December 31, 2019, we issued or added $1.1 billion of debt including:
•$750.0 million unsecured 5.125% Senior Notes due June 2029;
•$55.0 million on our Bank Credit Facility due December 2022;
•$295.0 million on our Bank Credit Facility due May 2024; and
•$49.3 million in additional proceeds from certain members of the syndicate of banks in our Bank Credit Facility.
Newly issued debt was used to pay off our Bank Credit Facility due December 2022, to redeem our 5.375% Senior Notes due January 2022, to redeem our 4.5% Senior Notes due November 2020, to fund acquisition activity, and for general corporate purposes. These transactions resulted in additional debt issuance costs of $15.5 million.
Debt Extinguishments and Reductions
During the year ended December 31, 2020, we made aggregate debt payments of $1.4 billion for scheduled and early extinguishment payments including:
•$505.0 million in aggregate principal of our Bank Credit Facility due May 2024;
•$32.5 million in aggregate principal of our Term Loan due May 2024;
•$0.8 million in aggregate principal of 7.5% Senior Notes due April 2027 repurchased on the open market;
•$850.0 million in aggregate principal of 5.375% Senior Notes due May 2024;
•$16.1 million of premiums paid on early extinguishment; and
•$2.0 million in other debt.
Certain of the above transactions resulted in the recognition of a loss of $18.4 million recorded in Losses on early extinguishment of debt, net in our Consolidated Statement of Operations for the year ended December 31, 2020.
During the year ended December 31, 2019, we made aggregate debt payments of $1.2 billion for scheduled and early extinguishment payments including:
•$450.0 million in aggregate principal of our Bank Credit Facility due December 2022;
•$8.5 million in aggregate principal of our Term Loan due December 2022;
•$32.1 million in aggregate principal payments to other members of our Term Loan due December 2022;
•$16.3 million in aggregate principal of our Term Loan due May 2024;
•$425.0 million in aggregate principal of 5.375% Senior Notes due January 2022;
•$200.0 million in aggregate principal of 4.5% Senior Notes due November 2020;
•$46.5 million in aggregate principal of 7.5% Senior Notes due April 2027;
•$11.5 million of premiums paid on early extinguishment; and
•$0.3 million in other debt.
Certain of the above transactions resulted in the recognition of a loss of $16.6 million recorded in Losses on early extinguishment of debt, net in our Consolidated Statement of Operations for the year ended December 31, 2019.
Additional Debt Disclosures
At December 31, 2020 and 2019, we had deposits of $2.0 million and $2.7 million, respectively, in restricted, interest-bearing accounts that were pledged as collateral for various credit instruments and commercial commitments. These deposits are included in Other current assets and Deferred charges and other assets, net in our Consolidated Balance Sheet.
We had assets of approximately $1.2 million and $0.6 million pledged as collateral for the mortgage notes and other debt at December 31, 2020 and 2019, respectively.
Cash interest payments for the three years ended December 31 were as follows (in thousands):
|
|
|
|
|
|
Payments in 2020
|
$
|
152,524
|
|
Payments in 2019
|
$
|
190,672
|
|
Payments in 2018
|
$
|
179,865
|
|
Expected cash interest payments for the five years subsequent to December 31, 2020 and thereafter are as follows (in thousands):
|
|
|
|
|
|
Payments in 2021
|
$
|
135,299
|
|
Payments in 2022
|
123,677
|
|
Payments in 2023
|
122,791
|
|
Payments in 2024
|
112,518
|
|
Payments in 2025
|
105,164
|
|
Payments in 2026 and thereafter
|
331,096
|
|
Total expected cash interest payments
|
$
|
930,545
|
|
7. Credit Risk and Fair Value of Financial Instruments
Fair Value Estimates
The fair value estimates of the following financial instruments have been determined using available market information and appropriate valuation methodologies. The carrying values of cash and cash equivalents, trade receivables, and trade payables approximate the fair values of those instruments due to the short-term nature of the instruments. The carrying values of receivables on preneed funeral and cemetery contracts approximate fair value due to the diverse number of individual contracts with varying terms.
68 Service Corporation International
The fair value of our debt instruments was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
8.0% Senior Notes due November 2021
|
$
|
159,000
|
|
|
$
|
165,375
|
|
5.375% Senior Notes due May 2024
|
—
|
|
|
879,606
|
|
7.5% Notes due April 2027
|
185,639
|
|
|
188,381
|
|
4.625% Senior Notes due December 2027
|
590,700
|
|
|
577,500
|
|
5.125% Senior Notes due June 2029
|
840,368
|
|
|
798,525
|
|
3.375% Senior Notes due August 2030
|
883,099
|
|
|
—
|
|
Term Loan due May 2024
|
601,250
|
|
|
633,750
|
|
Bank Credit Facility due May 2024
|
525,000
|
|
|
295,000
|
|
Mortgage notes and other debt, maturities through 2050
|
51,659
|
|
|
45,104
|
|
Total fair value of debt instruments
|
$
|
3,836,715
|
|
|
$
|
3,583,241
|
|
The fair values of our long-term, fixed rate loans were estimated using market prices for those loans, and therefore they are classified within Level 2 of the fair value measurements hierarchy. The Term Loan, Bank Credit Facility agreement, and the mortgage and other debt are classified within Level 3 of the fair value measurements hierarchy. The fair values of these instruments have been estimated using discounted cash flow analysis based on our incremental borrowing rate for similar borrowing arrangements. An increase (decrease) in the inputs results in a directionally opposite change in the fair value of the instruments.
Credit Risk Exposure
Our cash deposits, some of which exceed insured limits, are distributed among various market and national banks in the jurisdictions in which we operate. In addition, we regularly invest excess cash in financial instruments that are not insured, such as commercial paper that is offered by corporations with quality credit ratings and money market funds and Eurodollar time deposits that are offered by a variety of reputable financial institutions. We believe that the credit risk associated with such instruments is minimal.
We grant credit to customers in the normal course of business. The credit risk associated with our funeral, cemetery, and preneed funeral and preneed cemetery receivables due from customers is generally considered minimal because of the diversification of the customers served. Furthermore, bad debts have not been significant relative to the volume of deferred revenue. Customer payments on preneed funeral or preneed cemetery contracts that are either placed into state-regulated trusts or used to pay premiums on life insurance contracts generally do not subject us to collection risk. Insurance-funded contracts are subject to supervision by state insurance departments and are protected in the majority of states by insurance guaranty acts.
8. Leases
Our leases principally relate to office, maintenance, and transportation equipment and funeral service real estate. The majority of our lease arrangements contain options to (i) purchase the property at fair value on the exercise date, (ii) purchase the property for a value determined at the inception of the lease, or (iii) renew the lease for the fair rental value at the end of the primary lease term.
Future lease payments for non-cancelable operating and finance leases as of December 31, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
Finance
|
|
Total
|
|
(In thousands)
|
|
|
|
|
|
|
2021
|
$
|
10,836
|
|
|
$
|
51,126
|
|
|
$
|
61,962
|
|
2022
|
9,649
|
|
|
32,018
|
|
|
41,667
|
|
2023
|
7,222
|
|
|
24,504
|
|
|
31,726
|
|
2024
|
6,122
|
|
|
28,242
|
|
|
34,364
|
|
2025
|
5,177
|
|
|
9,711
|
|
|
14,888
|
|
2026 and thereafter
|
37,502
|
|
|
19,082
|
|
|
56,584
|
|
Total lease payments
|
$
|
76,508
|
|
|
$
|
164,683
|
|
|
$
|
241,191
|
|
Less: Interest
|
(19,268)
|
|
|
(15,819)
|
|
|
(35,087)
|
|
Present value of lease liabilities
|
$
|
57,240
|
|
|
$
|
148,864
|
|
|
$
|
206,104
|
|
The components of lease cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
Amortization of leased assets
|
$
|
41,938
|
|
|
$
|
42,147
|
|
|
|
|
|
|
|
Interest on lease liabilities
|
5,955
|
|
|
6,882
|
|
|
|
|
|
|
|
Total finance lease cost
|
47,893
|
|
|
49,029
|
|
|
|
|
|
|
|
Operating lease cost
|
12,196
|
|
|
12,502
|
|
|
|
|
|
|
|
Variable lease cost
|
29
|
|
|
1,089
|
|
|
|
|
|
|
|
Total lease cost
|
$
|
60,118
|
|
|
$
|
62,620
|
|
|
|
|
|
|
|
Supplemental balance sheet information related to leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Type
|
|
Balance Sheet Classification
|
|
December 31, 2020
|
December 31, 2019
|
|
|
(In thousands)
|
Operating lease right-of-use assets (1)
|
|
Deferred charges and other assets
|
|
$
|
54,764
|
|
$
|
58,101
|
|
Finance lease right-of-use assets (1)
|
|
Property and equipment, net
|
|
146,144
|
|
179,538
|
|
Total right-of-use assets (1)
|
|
|
|
$
|
200,908
|
|
$
|
237,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
Accounts payable and accrued liabilities
|
|
$
|
8,584
|
|
$
|
8,538
|
|
Finance
|
|
Current maturities of long-term debt
|
|
47,109
|
|
39,428
|
|
Total current lease liabilities
|
|
|
|
55,693
|
|
47,966
|
|
|
|
|
|
|
|
Operating
|
|
Other liabilities
|
|
48,656
|
|
52,091
|
|
Finance
|
|
Long-term debt
|
|
101,755
|
|
145,824
|
|
Total non-current lease liabilities
|
|
|
|
150,411
|
|
197,915
|
|
Total lease liabilities
|
|
|
|
$
|
206,104
|
|
$
|
245,881
|
|
|
|
|
|
|
|
(1) Right-of-use assets are presented net of accumulated amortization.
70 Service Corporation International
The weighted-average life remaining and discount rates of our leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
December 31, 2019
|
|
Operating
|
|
Finance
|
|
Operating
|
|
Finance
|
Weighted-average remaining lease term (years)
|
12.2
|
|
4.8
|
|
12.4
|
|
4.9
|
Weighted-average discount rate
|
4.3%
|
|
3.3%
|
|
4.6%
|
|
3.5%
|
Supplemental cash flow information related to leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
December 31, 2019
|
|
|
|
|
(In thousands)
|
|
Cash paid for amounts in the measurement of lease liabilities:
|
|
|
|
|
|
Operating cash flows for operating leases
|
|
|
$
|
12,190
|
|
$
|
12,568
|
|
|
Operating cash flows for finance leases
|
|
|
5,446
|
|
7,472
|
|
|
Financing cash flows for finance leases
|
|
|
43,598
|
|
42,627
|
|
|
Total cash paid for amounts included in the measurement of lease liabilities
|
|
|
$
|
61,234
|
|
$
|
62,667
|
|
|
|
|
|
|
|
|
New finance leases
|
|
|
23,523
|
|
43,823
|
|
|
Finance lease renewals and extensions
|
|
|
—
|
|
4,410
|
|
|
Right-of-use assets obtained in exchange for finance lease liabilities
|
|
|
$
|
23,523
|
|
$
|
48,233
|
|
|
|
|
|
|
|
|
New operating leases
|
|
|
4,684
|
|
2,883
|
|
|
Operating lease renewals and extensions
|
|
|
4,128
|
|
8,042
|
|
|
Right-of-use assets obtained in exchange for operating lease liabilities
|
|
|
$
|
8,812
|
|
$
|
10,925
|
|
|
The right-of-use assets obtained in exchange for lease liabilities shown above exclude the following activities: In 2020, we acquired funeral home buildings and land that were previously leased. Right-of-use assets were reduced $2.7 million as a result of these acquisitions. In 2019, we recorded modifications of $5.7 million that reduced right-of-use assets and lease liabilities through remeasurement and reassessment of certain leases.
We have 64 operating leases where we are the lessor and the non-cancelable term is greater than one year, resulting in $3.6 million and $2.5 million in lease income for the years ended December 31, 2020 and 2019, respectively. We determine whether an arrangement is or contains a lease at the inception of the arrangement based on the terms of the arrangement. We lease retail space, office space and land, and we are party to cellular agreements and land easements. The underlying assets of these lease agreements are buildings and land. We generally do not have sales-type leases, direct financing leases, or lease receivables. Certain of our agreements include variable rental income based on a percentage of sales over base contractual levels. Renewal options that can be cancelled by the lessees are not included in our disclosure of future lease income, which includes only the non-cancelable terms and fixed escalation provisions. Certain lease arrangements contain options to purchase the property at fair value at the conclusion of the lease term. Non lease components are excluded from rental income disclosures.
Future undiscounted lease income from operating leases as of December 31, 2020 were as follows (in thousands):
|
|
|
|
|
|
2021
|
$
|
4,466
|
|
2022
|
4,053
|
|
2023
|
3,345
|
|
2024
|
2,929
|
|
2025
|
2,631
|
|
2026 and thereafter
|
21,956
|
|
Total expected cash receipts
|
$
|
39,380
|
|
We own certain land, buildings, and improvements for the sole purpose of generating lease income. Property is recorded at cost, and depreciation is recognized ratably over the estimated useful lives of the various classes of assets. Buildings and improvements are depreciated over a period ranging from ten years to forty years. For these properties, we recorded depreciation expense of $0.5 million, $0.2 million, and $0.2 million for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, our Consolidated Balance Sheet includes Land of $25.0 million, and Buildings and improvements of $25.3 million, net of $2.2 million accumulated depreciation, related to these properties.
9. Commitments and Contingencies
Employment and Management, Consulting, and Non-Competition Agreements
We have entered into employment and management, consulting, and non-competition agreements, generally for five years to ten years, with certain officers and associates and former owners of businesses that we acquired. At December 31, 2020, the maximum estimated future cash commitments under agreements with remaining commitment terms, and with original terms of more than one year, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employment and Management
|
|
Consulting
|
|
Non-Competition
|
|
Total
|
|
(In thousands)
|
2021
|
$
|
1,941
|
|
|
$
|
716
|
|
|
$
|
4,532
|
|
|
$
|
7,189
|
|
2022
|
1,017
|
|
|
562
|
|
|
3,582
|
|
|
5,161
|
|
2023
|
585
|
|
|
255
|
|
|
2,656
|
|
|
3,496
|
|
2024
|
299
|
|
|
138
|
|
|
2,148
|
|
|
2,585
|
|
2025
|
148
|
|
|
132
|
|
|
1,885
|
|
|
2,165
|
|
2026 and thereafter
|
49
|
|
|
129
|
|
|
3,722
|
|
|
3,900
|
|
Total
|
$
|
4,039
|
|
|
$
|
1,932
|
|
|
$
|
18,525
|
|
|
$
|
24,496
|
|
Insurance Loss Reserves
We purchase comprehensive general liability, morticians and cemetery professional liability, automobile liability, and workers’ compensation insurance coverage structured with high deductibles. The high-deductible insurance program means we are primarily self-insured for claims and associated costs and losses covered by these policies. As of December 31, 2020 and 2019, we have self-insurance reserves of $92.8 million and $84.3 million, respectively.
Litigation and Regulatory Matters
We are a party to various litigation and regulatory matters, investigations, and proceedings. Some of the more frequent routine litigations incidental to our business are based on burial practices claims and employment-related matters, including discrimination, harassment, and wage and hour laws and regulations. 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. We intend to vigorously defend ourselves in the matters described herein; however, if we determine that an unfavorable outcome is probable and can be reasonably estimated or if we determine an amount for which we would be willing to settle the matter to avoid further costs and risk, 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 matters. We accrue such insurance recoveries when they become probable of being paid and can be reasonably estimated.
Wage and Hour Claims. We are named as a defendant in various lawsuits alleging violations of federal and state laws regulating wage and hour pay, including but not limited to the Fredeen lawsuit described below.
Lisa Fredeen, an aggrieved employee and on behalf of other aggrieved employees v. California Cemetery and Funeral Services, LLC, et al; Case No. BC706930; in the Superior Court of the State of California for the County of Los Angeles. This lawsuit was filed against SCI subsidiaries on May 18, 2018 and purports to be brought on behalf of the defendants' current and former non-exempt California employees during the four years preceding the filing of the complaint. This lawsuit asserts numerous claims for alleged wage and hour pay violations under the California Labor Code and the California Private Attorneys General Act. The plaintiff seeks unpaid wages, compensatory and punitive damages, civil penalties, attorneys’ fees and costs, and interest. Given the nature of this lawsuit, we are unable to reasonably estimate the possible loss or ranges of loss, if any.
Claims Regarding Acquisition of Stewart Enterprises. We are involved in the following lawsuit.
Karen Moulton, Individually and on behalf of all others similarly situated v. Stewart Enterprises, Inc., Service Corporation International and others; Case No. 2013-5636; in the Civil District Court Parish of New Orleans, Louisiana. This case was filed as a class action in June 2013 against an SCI subsidiary in connection with SCI's acquisition of Stewart Enterprises, Inc. The plaintiffs allege that SCI aided and abetted breaches of fiduciary duties by Stewart Enterprises and its board of directors in
72 Service Corporation International
negotiating the combination of Stewart Enterprises with a subsidiary of SCI. The plaintiffs seek damages concerning the combination. We filed exceptions to the plaintiffs’ complaint that were granted in June 2014. Thus, subject to appeals, SCI will no longer be party to the suit. The case has continued against our subsidiary Stewart Enterprises and its former individual directors. However, in October 2016, the court entered a judgment dismissing all of plaintiffs’ claims. Plaintiffs have appealed the dismissal. Given the nature of this lawsuit, we are unable to reasonably estimate the possible loss or ranges of loss, if any.
Operational Claims. We are named a defendant in various lawsuits alleging operational claims, including but not limited to the State of California and Taylor lawsuits described below.
The People of the State of California v. Service Corporation International, a Texas corporation, SCI Direct, Inc. a Florida Corporation, S.E. Acquisition of California, Inc., a California corporation dba Neptune Society of Northern California, Neptune Management Corp., a California corporation, Trident Society, Inc. a California corporation, and Does 1 through 100, inclusive, Case No. RG 19045103; in the Superior Court of the State of California in and for the County of Alameda. In July 2019, we received a letter from the Attorney General, State of California, Department of Justice (“CAAG") alleging that the allocation of prices among certain of our cremation service contracts and cremation merchandise contracts, and the related preneed trust funding, violates section 7735 of the California Business and Professions Code and that provisions of these same contracts constitute false advertising and deceptive sales practices in violation of California consumer protection laws. On November 21, 2019, we filed a complaint, S.E. Combined Services of California, Inc., a California Corporation dba Neptune Society of Northern California, Neptune Management Corp. a California Corporation, and Trident Society, Inc. v. Xavier Becerra, Attorney General of the State of California, and Does 1-50, Case No. 34-2019-00269617; in the Sacramento County Superior Court seeking declaratory relief holding, in general, that our practices, methods, and documentation utilized in the sale of preneed funeral goods and services are in all respects compliant with California law. On December 2, 2019, the CAAG filed the complaint, referenced above, seeking permanent injunction from making false statements and engaging in unfair competition, a placement of funds into preneed trusts, civil penalties, customer refunds, attorneys’ fees, and costs. We believe our contracts comply with applicable laws. Given the nature of this lawsuit, we are unable to estimate a reasonably possible loss or range of loss, if any.
Nancy Taylor, on behalf of herself and others similarly situated v. Service Corporation International and others, Case No. 20-cv-60709; in the United States District Court Southern District of Florida Fort Lauderdale Division. This case was filed in April 2020 as a Florida class action alleging that the allocation of prices among certain of our cremation service contracts and cremation merchandise contracts, and the related preneed trust funding, and the failure to disclose commissions paid and sales practices associated with the sale of third-party travel protection plans, violate the Florida Deceptive and Unfair Trade Practices Act and constitute unjust enrichment. Plaintiff seeks refunds, general, actual, compensatory and exemplary damages, civil penalties, interest, and attorney fees. Given the nature of this lawsuit, we are unable to estimate a reasonably possible loss or range of loss, if any.
Unclaimed Property Audit
We received notices from two third-party auditors representing the unclaimed property departments of certain states regarding certain preneed funeral and cemetery contracts. The states claim that such contracts are subject to the states’ unclaimed property or escheatment laws and generally assert that all or a portion of the preneed funds are escheatable if the beneficiary and/or purchaser is deceased or presumed deceased and no services or merchandise have been provided. We have reserved all of our rights, claims, and defenses. Given the nature of this matter, we are unable to reasonably estimate the possible loss or ranges of loss, if any.
Other Potential Contingencies
In October 2018, we received a letter from the Illinois Office of the Comptroller claiming that our subsidiary improperly withdrew a total of $13.6 million from perpetual care trusts covering 24 of our cemeteries in Illinois. We believe these withdrawals were entirely proper for the ongoing care of those cemeteries under Illinois law.
We intend to vigorously defend all of the above matters; however, an adverse decision in one or more of such matters could have a material effect on us, our financial condition, results of operations, and cash flows.
10. Equity
(All shares reported in whole numbers)
Share Authorization
We are authorized to issue 1,000,000 shares of preferred stock, $1 per share par value. No preferred shares were issued as of December 31, 2020 or 2019. At December 31, 2020 and 2019, 500,000,000 common shares of $1 par value were authorized. We had 174,792,272 and 185,100,789 shares issued and 170,717,236 and 181,184,963 outstanding at par at December 31, 2020 and 2019, respectively.
Accumulated Other Comprehensive Income
The assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rate. The U.S. dollar amount that arises from such translation, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the cumulative currency translation adjustments in Accumulated other comprehensive income.
Share Repurchase Program
Subject to market conditions, normal trading restrictions, and limitations in our debt covenants, we may make purchases in the open market or through privately negotiated transactions under our share repurchase program. In 2020, we repurchased 12,043,347 shares of our common stock at an aggregate cost of $516.9 million, which is an average cost per share of $42.92. During 2019, we repurchased 2,908,850 shares of our common stock at an aggregate cost of $129.6 million, which is an average cost per share of $44.55. During August 2020, our Board of Directors increased our share repurchase authorization to $500.0 million. After these repurchases and the increase in authorization, the remaining dollar value of shares authorized to be purchased under the share repurchase program was $231.0 million at December 31, 2020.
Subsequent to December 31, 2020, we repurchased 802,146 shares for $40.7 million at an average cost per share of $50.74.
11. Share-Based Compensation
Stock Benefit Plans
We maintain benefit plans whereby shares of our common stock may be issued pursuant to the exercise of stock options or restricted stock granted to officers and key associates. Our Amended and Restated Incentive Plan ("the 1996 Plan") reserved 44,000,000 shares of our common stock for outstanding and future awards of stock options, restricted stock, and other share-based awards to officers and key associates. In May 2017, our shareholders approved the amended 2016 Equity Incentive Plan ("the 2016 Plan"), which reserved 13,404,404 shares of common stock for outstanding and future awards of stock options, restricted stock, and other awards to officers and key associates.
Our benefit plans allow for options to be granted as either non-qualified or incentive stock options. The options historically have been granted annually, or upon hire, as approved by the Compensation Committee of the Board of Directors. The options are granted with an exercise price equal to the market price of our common stock on the date of the grant, as approved by the Compensation Committee of the Board of Directors. The options are generally exercisable at a rate of 331/3% each year unless alternative vesting methods are approved by the Compensation Committee of the Board of Directors. Outstanding options will expire, if not exercised or forfeited, within eight years from the date of grant. Restricted shares are generally expensed ratably over the period during which the restrictions lapse, which is typically 331/3% each year. At December 31, 2020 and 2019, 5,873,329 and 7,148,871 shares, respectively, were reserved for future option and restricted share grants under our stock benefit plans.
We utilize the Black-Scholes option valuation model for estimating the fair value of our stock options. This model allows 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 the valuation model 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. The fair values of our stock options are calculated using the following weighted average assumptions, based on the methods described above:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
Assumptions
|
|
2020
|
|
2019
|
|
2018
|
Dividend yield
|
|
1.7%
|
|
1.7%
|
|
1.8%
|
Expected volatility
|
|
18.0%
|
|
19.8%
|
|
18.5%
|
Risk-free interest rate
|
|
1.4%
|
|
2.5%
|
|
2.4%
|
Expected holding period (years)
|
|
3.7
|
|
4.0
|
|
4.0
|
The following table summarizes certain information with respect to stock option and restricted share compensation included in our Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Total pretax employee share-based compensation expense included in net income
|
$
|
14,103
|
|
|
$
|
15,029
|
|
|
$
|
15,626
|
|
Income tax benefit related to share-based compensation included in net income
|
$
|
3,417
|
|
|
$
|
3,842
|
|
|
$
|
3,998
|
|
74 Service Corporation International
Stock Options
The following table sets forth stock option activity for the year ended December 31, 2020 (shares reported in whole numbers):
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
Weighted-Average
Exercise Price
|
Outstanding at December 31, 2019
|
7,309,446
|
|
|
$
|
27.53
|
|
Granted
|
963,940
|
|
|
$
|
50.82
|
|
Exercised
|
(1,361,321)
|
|
|
$
|
19.59
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2020
|
6,912,065
|
|
|
$
|
32.34
|
|
Exercisable at December 31, 2020
|
5,101,243
|
|
|
$
|
27.46
|
|
The aggregate intrinsic value for stock options outstanding and exercisable was $117.5 million and $110.4 million, respectively, at December 31, 2020.
Set forth below is certain information related to stock options outstanding and exercisable at December 31, 2020 (shares reported in whole numbers):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
Range of Exercise Price
|
|
Number
Outstanding at
December 31, 2020
|
|
Weighted-Average Remaining Contractual Life
(in years)
|
|
Weighted-
Average Exercise Price
|
|
Number
Exercisable at
December 31, 2020
|
|
Weighted-
Average Exercise Price
|
$15.00 — 25.00
|
|
2,581,498
|
|
|
2.4
|
|
$
|
21.70
|
|
|
2,581,498
|
|
|
$
|
21.70
|
|
$25.01 — 35.00
|
|
1,419,762
|
|
|
4.1
|
|
$
|
29.25
|
|
|
1,419,762
|
|
|
$
|
29.25
|
|
$35.01 — 45.00
|
|
1,946,865
|
|
|
5.5
|
|
$
|
39.54
|
|
|
1,099,983
|
|
|
$
|
38.68
|
|
$45.01 — 55.00
|
|
963,940
|
|
|
7.1
|
|
$
|
50.82
|
|
|
—
|
|
|
$
|
—
|
|
$0.00 — 55.00
|
|
6,912,065
|
|
|
4.3
|
|
$
|
32.34
|
|
|
5,101,243
|
|
|
$
|
27.46
|
|
Other information pertaining to stock options was as follows (in thousands, except weighted-average grant date fair value):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Weighted average grant-date fair value of stock options granted
|
$
|
6.44
|
|
|
$
|
6.86
|
|
|
$
|
5.52
|
|
Total fair value of stock options vested
|
$
|
5,535
|
|
|
$
|
7,250
|
|
|
$
|
6,857
|
|
Total intrinsic value of stock options exercised
|
$
|
41,995
|
|
|
$
|
65,023
|
|
|
$
|
48,643
|
|
Cash received from the exercise of stock options
|
$
|
26,671
|
|
|
$
|
40,922
|
|
|
$
|
24,517
|
|
Recognized compensation expense
|
$
|
5,668
|
|
|
$
|
6,314
|
|
|
$
|
6,648
|
|
As of December 31, 2020, the unrecognized compensation expense related to stock options of $6.7 million is expected to be recognized over a weighted average period of 1.8 years.
Restricted Shares
The fair value of our restricted share awards and units, as determined on the grant date, is being amortized and charged to income (with an offsetting credit to Capital in excess of par value) generally over the average period during which the restrictions lapse.
Restricted share award activity was as follows (share awards reported in whole numbers):
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Share Awards
|
|
Weighted-Average
Grant-Date
Fair Value
|
Nonvested restricted share awards at December 31, 2019
|
288,065
|
|
|
$
|
38.09
|
|
Granted
|
113,872
|
|
|
$
|
50.82
|
|
Vested
|
(158,408)
|
|
|
$
|
35.82
|
|
|
|
|
|
Nonvested restricted share awards at December 31, 2020
|
243,529
|
|
|
$
|
45.52
|
|
Other information pertaining to restricted share awards was as follows (in thousands, except weighted-average grant date fair value):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Recognized compensation expense related to restricted share awards
|
$
|
5,568
|
|
|
$
|
6,000
|
|
|
$
|
6,063
|
|
Weighted-average grant date fair value for nonvested restricted stock granted
|
$
|
50.82
|
|
|
$
|
42.73
|
|
|
$
|
37.50
|
|
Total fair market value of restricted share awards vested
|
$
|
5,674
|
|
|
$
|
6,718
|
|
|
$
|
5,702
|
|
Aggregate intrinsic value of restricted share awards vested
|
$
|
2,100
|
|
|
$
|
3,724
|
|
|
$
|
3,578
|
|
At December 31, 2020, unrecognized compensation expense of $6.6 million related to restricted share awards is expected to be recognized over a weighted average period of 1.8 years.
Restricted share units activity was as follows (share units reported in whole numbers):
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Share Units
|
|
Weighted-Average
Grant-Date
Fair Value
|
Nonvested restricted share units at December 31, 2019
|
151,452
|
|
|
$
|
36.79
|
|
Granted
|
67,151
|
|
|
$
|
48.89
|
|
Vested
|
(78,453)
|
|
|
$
|
34.69
|
|
Forfeited and other
|
(4,842)
|
|
|
$
|
41.70
|
|
Nonvested restricted share units at December 31, 2020
|
135,308
|
|
|
$
|
43.83
|
|
Other information pertaining to restricted share units was as follows (in thousands, except weighted-average grant date fair value):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Recognized compensation expense related to restricted share units
|
$
|
2,867
|
|
|
$
|
2,715
|
|
|
$
|
2,862
|
|
Weighted-average grant date fair value for nonvested restricted share units granted
|
$
|
48.89
|
|
|
$
|
40.91
|
|
|
$
|
35.89
|
|
Total fair market value of restricted share units vested
|
$
|
2,722
|
|
|
$
|
2,827
|
|
|
$
|
1,946
|
|
Aggregate intrinsic value of restricted share units vested
|
$
|
1,004
|
|
|
$
|
1,432
|
|
|
$
|
970
|
|
At December 31, 2020, the unrecognized compensation expense related to restricted share units of $3.4 million is expected to be recognized over a weighted average period of 1.8 years.
Performance Units
During 2020, 2019, and 2018 we granted 112,762, 125,546 and 161,864 performance units, respectively. At December 31, 2020, there were 514,381 performance units outstanding. Total compensation expense for these awards was $8.6 million, $6.1 million, and $3.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. The fair value of the liability for these awards is calculated using a Monte Carlo simulation. The weighted average key assumptions as of December 31, 2020 were as follows:
|
|
|
|
|
|
|
|
Share price at beginning of performance period
|
$
|
40.70
|
|
Risk-free interest rate
|
0.11
|
%
|
Expected volatility
|
38.0
|
%
|
Fair value of shares-based performance units outstanding
|
$
|
49.10
|
|
At December 31, 2020, the unrecognized compensation expense related to performance units of $6.8 million is expected to be recognized over a weighted average period of 1.5 years.
12. Retirement Plans
We currently have a supplemental retirement plan for certain current and former key employees (SERP), a supplemental retirement plan for officers and certain key employees (Senior SERP), a retirement plan for certain non-employee directors (Directors’ Plan), a Retirement Plan for Rose Hills® Trustees, a Rose Hills® Supplemental Retirement Plan, and a Stewart Supplemental Retirement Plan (collectively, the “Plans”). All of our Plans have a measurement date of December 31.
76 Service Corporation International
The Plans are frozen; therefore, the participants do not earn incremental benefits from additional years of service, and we do not incur any additional service cost.
Retirement benefits under the SERP are based on years of service and average monthly compensation, reduced by benefits under Social Security. The Senior SERP provides retirement benefits based on years of service and position. The Directors’ Plan provides for an annual benefit to directors following retirement, based on a vesting schedule.
We recognize pension related gains and losses in Other income, net on our Consolidated Statement of Operations in the year such gains and losses are incurred. The components of the Plans’ net periodic benefit cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Interest cost on projected benefit obligation
|
$
|
698
|
|
|
$
|
956
|
|
|
$
|
923
|
|
Recognized net actuarial losses (gains)
|
1,641
|
|
|
2,886
|
|
|
(1,127)
|
|
Total net periodic benefit cost
|
$
|
2,339
|
|
|
$
|
3,842
|
|
|
$
|
(204)
|
|
The Plans’ funded status were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Change in Benefit Obligation:
|
|
|
|
Benefit obligation at beginning of year
|
$
|
24,961
|
|
|
$
|
24,707
|
|
Interest cost
|
698
|
|
|
956
|
|
Actuarial loss
|
1,641
|
|
|
2,886
|
|
Benefits paid
|
(2,665)
|
|
|
(3,588)
|
|
Benefit obligation at end of year
|
$
|
24,635
|
|
|
$
|
24,961
|
|
Change in Plan Assets:
|
|
|
|
Fair value of plan assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
2,665
|
|
|
3,588
|
|
Benefits paid, including expenses
|
(2,665)
|
|
|
(3,588)
|
|
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
Funded status of plan
|
$
|
(24,635)
|
|
|
$
|
(24,961)
|
|
|
|
|
|
Funding Summary:
|
|
|
|
Projected benefit obligations
|
$
|
24,635
|
|
|
$
|
24,961
|
|
Accumulated benefit obligation
|
$
|
24,635
|
|
|
$
|
24,961
|
|
Amounts Recognized in the Consolidated Balance Sheet:
|
|
|
|
Included in Accounts payable and accrued liabilities
|
$
|
(2,432)
|
|
|
$
|
(2,708)
|
|
Included in Other liabilities
|
(22,203)
|
|
|
(22,253)
|
|
Total accrued benefit (liability)
|
$
|
(24,635)
|
|
|
$
|
(24,961)
|
|
The retirement benefits under the Plans are unfunded obligations of the Company. We have purchased various life insurance policies on the participants in the Plans with the intent to use the proceeds or any cash value buildup from these policies to assist in meeting, at least to the extent of such assets, the Plans' funding requirements. The face value of these insurance policies at December 31, 2020 and 2019 was $48.8 million and $47.7 million, respectively, and the cash surrender value was $39.1 million and $38.0 million, respectively. The outstanding loans against the policies are minimal and there are no restrictions in the policies regarding loans.
The Plans’ weighted-average assumptions used to determine the benefit obligation and net periodic benefit cost are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Weighted-average discount rate used to determine obligations
|
2.06
|
%
|
|
2.95
|
%
|
|
4.13
|
%
|
Weighted-average discount rate used to determine net periodic benefit cost
|
2.98
|
%
|
|
4.15
|
%
|
|
3.26
|
%
|
We base our discount rate used to compute future benefit obligations using an analysis of expected future benefit payments. The reasonableness of our discount rate is verified by comparing the rate to the rate earned on high-quality fixed income investments, such as the Moody’s Aa index, plus 50 basis points. The assumed rate of return on plan assets was not applicable as we pay plan benefits as they come due. As all Plans are frozen, the assumed rate of compensation increase is zero.
The following benefit payments are expected to be paid in the next ten years related to our Plans (in thousands):
|
|
|
|
|
|
2021
|
$
|
2,458
|
|
2022
|
2,357
|
|
2023
|
2,116
|
|
2024
|
1,922
|
|
2025
|
1,823
|
|
Years 2026 through 2030
|
7,986
|
|
Total expected benefit payments
|
$
|
18,662
|
|
We also have an employee savings plan that qualifies under Section 401(k) of the Internal Revenue Code for the exclusive benefit of our United States employees. Under the plan, participating employees may contribute a portion of their pretax and/or after-tax income in accordance with specified guidelines up to a maximum of 50%.
During 2020, 2019, and 2018, we matched a percentage of the employee contributions through contributions of cash. For these years, our matching contribution was based upon the following:
|
|
|
|
|
|
|
|
|
Years of Vesting Service
|
|
Percentage of Deferred Compensation
|
0 — 5 years
|
|
75% of the first 6% of deferred compensation
|
6 — 10 years
|
|
100% of the first 6% of deferred compensation
|
11 or more years
|
|
125% of the first 6% of deferred compensation
|
The amount of our matched contributions in 2020, 2019, and 2018 was $39.8 million, $39.7 million, and $36.8 million, respectively.
78 Service Corporation International
13. Segment Reporting
Our operations are both product-based and geographically-based, and the reportable operating segments presented below include our funeral and cemetery operations. Our geographic areas include the United States and Canada, where we conduct both funeral and cemetery operations.
Our reportable segment information, including disaggregated revenue, was as follows and includes a reconciliation of gross profit to our consolidated income before income taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
(In thousands)
|
|
|
Revenue from customers:
|
|
|
|
|
|
|
|
Funeral revenue:
|
|
|
|
|
|
|
|
Atneed revenue
|
$
|
1,092,016
|
|
|
$
|
996,643
|
|
|
$
|
998,464
|
|
|
|
Matured preneed revenue
|
662,675
|
|
|
605,237
|
|
|
600,944
|
|
|
|
Core funeral revenue
|
1,754,691
|
|
|
1,601,880
|
|
|
1,599,408
|
|
|
|
Non-funeral home revenue
|
61,198
|
|
|
52,211
|
|
|
49,671
|
|
|
|
Recognized preneed revenue
|
124,645
|
|
|
139,525
|
|
|
125,144
|
|
|
|
Other revenue
|
111,767
|
|
|
130,286
|
|
|
123,769
|
|
|
|
Total funeral revenue
|
2,052,301
|
|
|
1,923,902
|
|
|
1,897,992
|
|
|
|
Cemetery revenue:
|
|
|
|
|
|
|
|
Atneed revenue
|
386,850
|
|
|
326,230
|
|
|
323,162
|
|
|
|
Recognized preneed property revenue
|
659,950
|
|
|
581,724
|
|
|
572,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized preneed merchandise and services revenue
|
298,864
|
|
|
287,589
|
|
|
288,282
|
|
|
|
Core cemetery revenue
|
1,345,664
|
|
|
1,195,543
|
|
|
1,184,399
|
|
|
|
Other revenue
|
113,544
|
|
|
111,340
|
|
|
107,783
|
|
|
|
Total cemetery revenue
|
1,459,208
|
|
|
1,306,883
|
|
|
1,292,182
|
|
|
|
Total revenue from customers
|
$
|
3,511,509
|
|
|
$
|
3,230,785
|
|
|
$
|
3,190,174
|
|
|
|
Gross profit:
|
|
|
|
|
|
|
|
Funeral gross profit
|
$
|
494,602
|
|
|
$
|
372,638
|
|
|
$
|
369,613
|
|
|
|
Cemetery gross profit
|
482,225
|
|
|
387,942
|
|
|
390,709
|
|
|
|
Gross profit from reportable segments
|
976,827
|
|
|
760,580
|
|
|
760,322
|
|
|
|
Corporate general and administrative expenses
|
(141,066)
|
|
|
(126,886)
|
|
|
(145,596)
|
|
|
|
Gains on divestitures and impairment charges, net
|
7,009
|
|
|
32,919
|
|
|
15,933
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
842,770
|
|
|
666,613
|
|
|
630,659
|
|
|
|
Interest expense
|
(163,063)
|
|
|
(185,843)
|
|
|
(181,556)
|
|
|
|
Losses on early extinguishment of debt, net
|
(18,428)
|
|
|
(16,637)
|
|
|
(10,131)
|
|
|
|
Other income, net
|
781
|
|
|
299
|
|
|
2,760
|
|
|
|
Income before income taxes
|
$
|
662,060
|
|
|
$
|
464,432
|
|
|
$
|
441,732
|
|
|
|
Other reportable segment information for the year ended December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable Segments
|
|
|
|
|
|
Funeral
|
|
Cemetery
|
|
Corporate
|
|
Consolidated
|
|
(In thousands)
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
$
|
3,896
|
|
|
$
|
514
|
|
|
$
|
158,653
|
|
|
$
|
163,063
|
|
Depreciation and amortization
|
$
|
107,770
|
|
|
$
|
34,693
|
|
|
$
|
12,836
|
|
|
$
|
155,299
|
|
Amortization of intangibles
|
$
|
13,593
|
|
|
$
|
8,841
|
|
|
$
|
10
|
|
|
$
|
22,444
|
|
|
|
|
|
|
|
|
|
Amortization of cemetery property
|
$
|
—
|
|
|
$
|
80,403
|
|
|
$
|
—
|
|
|
$
|
80,403
|
|
Capital expenditures
|
$
|
86,902
|
|
|
$
|
132,443
|
|
|
$
|
2,866
|
|
|
$
|
222,211
|
|
Total assets
|
$
|
6,030,764
|
|
|
$
|
8,042,339
|
|
|
$
|
442,322
|
|
|
$
|
14,515,425
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
$
|
4,026
|
|
|
$
|
659
|
|
|
$
|
181,158
|
|
|
$
|
185,843
|
|
Depreciation and amortization
|
$
|
106,982
|
|
|
$
|
33,323
|
|
|
$
|
10,695
|
|
|
$
|
151,000
|
|
Amortization of intangibles
|
$
|
15,343
|
|
|
$
|
10,297
|
|
|
$
|
9
|
|
|
$
|
25,649
|
|
|
|
|
|
|
|
|
|
Amortization of cemetery property
|
$
|
—
|
|
|
$
|
70,330
|
|
|
$
|
—
|
|
|
$
|
70,330
|
|
Capital expenditures
|
$
|
112,090
|
|
|
$
|
125,365
|
|
|
$
|
2,502
|
|
|
$
|
239,957
|
|
Total assets
|
$
|
5,821,408
|
|
|
$
|
7,483,713
|
|
|
$
|
372,309
|
|
|
$
|
13,677,430
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
$
|
3,634
|
|
|
$
|
469
|
|
|
$
|
177,453
|
|
|
$
|
181,556
|
|
Depreciation and amortization
|
$
|
108,891
|
|
|
$
|
33,183
|
|
|
$
|
11,576
|
|
|
$
|
153,650
|
|
Amortization of intangibles
|
$
|
17,515
|
|
|
$
|
8,619
|
|
|
$
|
61
|
|
|
$
|
26,195
|
|
|
|
|
|
|
|
|
|
Amortization of cemetery property
|
$
|
—
|
|
|
$
|
68,640
|
|
|
$
|
—
|
|
|
$
|
68,640
|
|
Capital expenditures
|
$
|
99,008
|
|
|
$
|
125,131
|
|
|
$
|
11,406
|
|
|
$
|
235,545
|
|
Our geographic area information for the year ended December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
Canada
|
|
Total
|
|
(In thousands)
|
2020
|
|
|
|
|
|
Revenue from external customers
|
$
|
3,328,381
|
|
|
$
|
183,128
|
|
|
$
|
3,511,509
|
|
Interest expense
|
$
|
162,804
|
|
|
$
|
259
|
|
|
$
|
163,063
|
|
Depreciation and amortization
|
$
|
146,378
|
|
|
$
|
8,921
|
|
|
$
|
155,299
|
|
Amortization of intangibles
|
$
|
22,132
|
|
|
$
|
312
|
|
|
$
|
22,444
|
|
Amortization of cemetery property
|
$
|
76,275
|
|
|
$
|
4,128
|
|
|
$
|
80,403
|
|
Operating income
|
$
|
795,461
|
|
|
$
|
47,309
|
|
|
$
|
842,770
|
|
Gains on divestitures and impairment charges, net
|
$
|
6,935
|
|
|
$
|
74
|
|
|
$
|
7,009
|
|
Long-lived assets
|
$
|
6,633,470
|
|
|
$
|
339,594
|
|
|
$
|
6,973,064
|
|
2019
|
|
|
|
|
|
Revenue from external customers
|
$
|
3,052,101
|
|
|
$
|
178,684
|
|
|
$
|
3,230,785
|
|
Interest expense
|
$
|
185,512
|
|
|
$
|
331
|
|
|
$
|
185,843
|
|
Depreciation and amortization
|
$
|
142,550
|
|
|
$
|
8,450
|
|
|
$
|
151,000
|
|
Amortization of intangibles
|
$
|
25,079
|
|
|
$
|
570
|
|
|
$
|
25,649
|
|
Amortization of cemetery property
|
$
|
66,552
|
|
|
$
|
3,778
|
|
|
$
|
70,330
|
|
Operating income
|
$
|
628,204
|
|
|
$
|
38,409
|
|
|
$
|
666,613
|
|
Gains (losses) on divestitures and impairment charges, net
|
$
|
33,200
|
|
|
$
|
(281)
|
|
|
$
|
32,919
|
|
Long-lived assets
|
$
|
6,531,705
|
|
|
$
|
301,461
|
|
|
$
|
6,833,166
|
|
2018
|
|
|
|
|
|
Revenue from external customers
|
$
|
2,991,617
|
|
|
$
|
198,557
|
|
|
$
|
3,190,174
|
|
Interest expense
|
$
|
181,266
|
|
|
$
|
290
|
|
|
$
|
181,556
|
|
Depreciation and amortization
|
$
|
144,877
|
|
|
$
|
8,773
|
|
|
$
|
153,650
|
|
Amortization of intangibles
|
$
|
25,664
|
|
|
$
|
531
|
|
|
$
|
26,195
|
|
Amortization of cemetery property
|
$
|
63,709
|
|
|
$
|
4,931
|
|
|
$
|
68,640
|
|
Operating income
|
$
|
568,446
|
|
|
$
|
62,213
|
|
|
$
|
630,659
|
|
Gains on divestitures and impairment charges, net
|
$
|
8,419
|
|
|
$
|
7,514
|
|
|
$
|
15,933
|
|
80 Service Corporation International
14. Supplementary Information
The detail of certain balance sheet accounts is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Cash and cash equivalents:
|
|
|
|
Cash
|
$
|
192,398
|
|
|
$
|
149,981
|
|
Commercial paper and temporary investments
|
38,459
|
|
|
36,295
|
|
|
$
|
230,857
|
|
|
$
|
186,276
|
|
Other current assets:
|
|
|
|
Income tax receivable
|
$
|
3,725
|
|
|
$
|
5,905
|
|
Prepaid insurance
|
4,598
|
|
|
4,451
|
|
|
|
|
|
Restricted cash
|
5,573
|
|
|
54,293
|
|
Other
|
14,531
|
|
|
15,839
|
|
|
$
|
28,427
|
|
|
$
|
80,488
|
|
Cemetery property:
|
|
|
|
Undeveloped land
|
$
|
1,240,387
|
|
|
$
|
1,233,363
|
|
Developed lots, lawn crypts, mausoleum spaces, cremation niches, and cremation memorialization property
|
638,953
|
|
|
640,239
|
|
|
$
|
1,879,340
|
|
|
$
|
1,873,602
|
|
Property and equipment, net:
|
|
|
|
Land
|
$
|
678,421
|
|
|
$
|
642,168
|
|
Buildings and improvements
|
2,295,113
|
|
|
2,221,758
|
|
Operating equipment
|
597,110
|
|
|
499,700
|
|
Leasehold improvements
|
40,691
|
|
|
40,879
|
|
Finance leases
|
318,634
|
|
|
350,626
|
|
|
3,929,969
|
|
|
3,755,131
|
|
Less: Accumulated depreciation
|
(1,623,815)
|
|
|
(1,518,610)
|
|
Less: Accumulated amortization of finance leases
|
(172,490)
|
|
|
(171,088)
|
|
|
$
|
2,133,664
|
|
|
$
|
2,065,433
|
|
Deferred charges and other assets:
|
|
|
|
Intangible assets, net
|
$
|
441,389
|
|
|
$
|
431,167
|
|
Restricted cash
|
2,180
|
|
|
2,051
|
|
Deferred tax assets
|
535
|
|
|
665
|
|
Notes receivable, net of allowances of $5,957 and $8,374, respectively
|
6,432
|
|
|
6,623
|
|
Cash surrender value of insurance policies
|
202,120
|
|
|
176,126
|
|
Deferred incremental direct selling costs
|
311,710
|
|
|
293,125
|
|
Operating leases
|
54,764
|
|
|
58,101
|
|
Other
|
60,923
|
|
|
62,050
|
|
|
$
|
1,080,053
|
|
|
$
|
1,029,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
(In thousands)
|
Accounts payable and accrued liabilities:
|
|
|
|
Accounts payable
|
$
|
186,401
|
|
|
$
|
174,494
|
|
Accrued benefits
|
147,366
|
|
|
99,396
|
|
Accrued interest
|
20,468
|
|
|
15,390
|
|
Accrued property taxes
|
14,394
|
|
|
16,402
|
|
Self-insurance reserves
|
92,760
|
|
|
84,290
|
|
Bank overdrafts
|
32,352
|
|
|
16,694
|
|
Operating leases
|
8,584
|
|
|
8,538
|
|
Other accrued liabilities
|
73,623
|
|
|
63,341
|
|
|
$
|
575,948
|
|
|
$
|
478,545
|
|
Other liabilities:
|
|
|
|
Accrued benefit costs
|
$
|
22,203
|
|
|
$
|
22,253
|
|
Deferred compensation
|
174,721
|
|
|
152,119
|
|
Customer refund obligation reserve
|
45,780
|
|
|
46,958
|
|
Tax liability
|
2,104
|
|
|
2,004
|
|
Payable to perpetual care trust
|
96,828
|
|
|
93,053
|
|
Operating leases
|
48,656
|
|
|
52,091
|
|
Other
|
29,747
|
|
|
9,596
|
|
|
$
|
420,039
|
|
|
$
|
378,074
|
|
Certain Non-Cash Investing and Financing Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Net change in capital expenditure accrual
|
$
|
(6,417)
|
|
|
$
|
4,435
|
|
|
$
|
(2,597)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15. Earnings Per Share
Basic earnings per common share (EPS) excludes dilution and is computed by dividing Net income attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other obligations to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings.
82 Service Corporation International
A reconciliation of the numerators and denominators of basic and diluted EPS is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands, except per share amounts)
|
Amounts attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income — basic and diluted
|
515,907
|
|
|
369,596
|
|
|
447,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares:
|
|
|
|
|
|
Weighted average shares — basic
|
176,709
|
|
|
182,246
|
|
|
182,447
|
|
Stock options
|
2,234
|
|
|
3,223
|
|
|
4,339
|
|
Restricted share units
|
47
|
|
|
54
|
|
|
186
|
|
|
|
|
|
|
|
Weighted average shares — diluted
|
178,990
|
|
|
185,523
|
|
|
186,972
|
|
Amounts attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
Basic
|
$
|
2.92
|
|
|
$
|
2.03
|
|
|
$
|
2.45
|
|
Diluted
|
$
|
2.88
|
|
|
$
|
1.99
|
|
|
$
|
2.39
|
|
The computation of diluted earnings per share excludes outstanding stock options in certain periods in which the inclusion of such options would be antidilutive to the periods presented. Total antidilutive options not currently included in the computation of dilutive EPS are as follows (in shares):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Antidilutive options
|
1,614
|
|
|
678
|
|
|
1,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. Acquisitions and Divestiture-Related Activities
Acquisitions
In June 2018, we acquired fifteen funeral homes and seven cemeteries in four states (the “acquired businesses”) for $82.2 million in cash. Additionally, we paid $49.8 million of the acquired businesses' existing debt in conjunction with the closing of the acquisition.
Included in our results of operations for the twelve months ended December 31, 2018 is revenue of $17.9 million and net income of $1.7 million for the period from the acquisition date (June 8, 2018) through December 31, 2018. The following unaudited pro forma summary presents financial information as if the acquisition had occurred on January 1, 2018:
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
|
(In thousands)
|
|
(unaudited)
|
Revenue
|
$
|
32,434
|
|
|
|
|
Net income
|
$
|
4,669
|
|
|
|
|
|
|
|
|
|
Excluding the June 2018 acquisition described above, we spent $116.2 million, $107.0 million, and $62.8 million for real estate, funeral service locations, and cemeteries for the three years ended December 31, 2020, 2019, and 2018, respectively. These amounts include the use of $55.1 million, $13.6 million, and $5.9 million in 1031 exchange funds for the three years ended December 31, 2020, 2019, and 2018, respectively.
Divestiture-Related Activities
As divestitures occur in the normal course of business, gains or losses on the sale of such locations are recognized in the Condensed Consolidated Statement of Operations line item Gains on divestitures and impairment charges, net, which consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
|
(In thousands)
|
Gains on divestitures, net
|
$
|
11,962
|
|
|
$
|
41,835
|
|
|
$
|
20,340
|
|
Impairment losses
|
(4,953)
|
|
|
(8,916)
|
|
|
(4,407)
|
|
Gains on divestitures and impairment charges, net
|
$
|
7,009
|
|
|
$
|
32,919
|
|
|
$
|
15,933
|
|
17. Quarterly Financial Data (Unaudited)
Quarterly financial data for 2020 and 2019 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
(In thousands, except per share amounts)
|
2020
|
|
|
|
|
|
|
|
Revenue
|
$
|
802,965
|
|
|
$
|
820,035
|
|
|
$
|
918,241
|
|
|
$
|
970,268
|
|
Costs of revenue
|
$
|
(623,921)
|
|
|
$
|
(601,268)
|
|
|
$
|
(654,585)
|
|
|
$
|
(654,908)
|
|
Gross profit
|
$
|
179,044
|
|
|
$
|
218,767
|
|
|
$
|
263,656
|
|
|
$
|
315,360
|
|
Operating income
|
$
|
151,776
|
|
|
$
|
182,335
|
|
|
$
|
223,213
|
|
|
$
|
285,446
|
|
Income before income taxes(1)
|
$
|
106,039
|
|
|
$
|
141,723
|
|
|
$
|
164,843
|
|
|
$
|
249,455
|
|
Provision for income taxes
|
$
|
(24,038)
|
|
|
$
|
(36,170)
|
|
|
$
|
(37,351)
|
|
|
$
|
(48,364)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
82,001
|
|
|
$
|
105,553
|
|
|
$
|
127,492
|
|
|
$
|
201,091
|
|
Net loss (income) attributable to noncontrolling interests
|
$
|
(60)
|
|
|
$
|
(45)
|
|
|
$
|
(77)
|
|
|
$
|
(48)
|
|
Net income attributable to common stockholders
|
$
|
81,941
|
|
|
$
|
105,508
|
|
|
$
|
127,415
|
|
|
$
|
201,043
|
|
Net income attributable to common stockholders per share(2):
|
|
|
|
|
|
|
|
Basic — EPS
|
$
|
0.45
|
|
|
$
|
0.59
|
|
|
$
|
0.72
|
|
|
$
|
1.17
|
|
Diluted — EPS
|
$
|
0.45
|
|
|
$
|
0.59
|
|
|
$
|
0.72
|
|
|
$
|
1.15
|
|
2019
|
|
|
|
|
|
|
|
Revenue
|
$
|
798,212
|
|
|
$
|
812,572
|
|
|
$
|
769,241
|
|
|
$
|
850,760
|
|
Costs of revenue
|
$
|
(606,378)
|
|
|
$
|
(621,426)
|
|
|
$
|
(609,509)
|
|
|
$
|
(632,892)
|
|
Gross profit
|
$
|
191,834
|
|
|
$
|
191,146
|
|
|
$
|
159,732
|
|
|
$
|
217,868
|
|
Operating income
|
$
|
146,978
|
|
|
$
|
150,105
|
|
|
$
|
128,585
|
|
|
$
|
240,945
|
|
Income before income taxes(1)
|
$
|
100,308
|
|
|
$
|
96,083
|
|
|
$
|
72,869
|
|
|
$
|
195,172
|
|
(Provision for) benefit from income taxes
|
$
|
(21,095)
|
|
|
$
|
(23,570)
|
|
|
$
|
(1,997)
|
|
|
$
|
(47,999)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
79,213
|
|
|
$
|
72,513
|
|
|
$
|
70,872
|
|
|
$
|
147,173
|
|
Net income attributable to noncontrolling interests
|
$
|
110
|
|
|
$
|
(184)
|
|
|
$
|
(80)
|
|
|
$
|
(21)
|
|
Net income attributable to common stockholders
|
$
|
79,323
|
|
|
$
|
72,329
|
|
|
$
|
70,792
|
|
|
$
|
147,152
|
|
Net income attributable to common stockholders per share(2):
|
|
|
|
|
|
|
|
Basic — EPS
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
0.39
|
|
|
$
|
0.81
|
|
Diluted — EPS
|
$
|
0.43
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.79
|
|
(1)Includes Gains (losses) on divestitures and impairment charges, net, as described in Note 16.
(2)Net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income per share may not equal the total computed for the year.
84 Service Corporation International