Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CARRIAGE SERVICES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
CONSOLIDATED FINANCIAL STATEMENTS:
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
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Consolidated Balance Sheet as of December 31, 202 1 and 202 2
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Consolidated Statements of Operations for the Years Ended December 31, 20 20 , 202 1 and 202 2
47
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 20 20 , 202 1 and 202 2
48
Consolidated Statements of Cash Flows for the Years Ended December 31, 20 20 , 202 1 and 202 2
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Notes to Consolidated Financial Statements
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43
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Carriage Services, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Carriage Services, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 1, 2023 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company's auditor since 2014.
Dallas, Texas
March 1, 2023
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Carriage Services, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Carriage Services, Inc., (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated March 1, 2023 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.
/s/ GRANT THORNTON LLP
Dallas, Texas
March 1, 2023
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CARRIAGE SERVICES, INC.
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
December 31,
2021 2022
ASSETS
Current assets:
Cash and cash equivalents $ 1,148 $ 1,170
Accounts receivable, net 25,314 24,458
Inventories 7,346 7,613
Prepaid and other current assets 6,404 4,733
Total current assets 40,212 37,974
Preneed cemetery trust investments 100,903 95,065
Preneed funeral trust investments 113,658 104,553
Preneed cemetery receivables, net 23,150 26,672
Receivables from preneed funeral trusts, net 19,009 19,976
Property, plant and equipment, net 269,367 278,106
Cemetery property, net 100,701 104,170
Goodwill 391,972 410,137
Intangible and other non-current assets, net 29,378 32,930
Operating lease right-of-use assets 17,881 17,060
Cemetery perpetual care trust investments 72,400 66,307
Total assets $ 1,178,631 $ 1,192,950
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of debt and lease obligations $ 2,809 $ 3,172
Accounts payable 14,205 11,675
Accrued and other liabilities 43,773 30,621
Total current liabilities 60,787 45,468
Acquisition debt, net of current portion 3,979 3,438
Credit facility 153,857 188,836
Senior notes 394,610 395,243
Obligations under finance leases, net of current portion 5,157 4,743
Obligations under operating leases, net of current portion 18,520 17,315
Deferred preneed cemetery revenue 50,202 51,746
Deferred preneed funeral revenue 30,584 32,029
Deferred tax liability 45,784 48,820
Other long-term liabilities 1,419 3,065
Deferred preneed cemetery receipts held in trust 100,903 95,065
Deferred preneed funeral receipts held in trust 113,658 104,553
Care trusts’ corpus 71,156 65,495
Total liabilities 1,050,616 1,055,816
Commitments and contingencies:
Stockholders’ equity:
Common stock, $ 0.01 par value; 80,000,000 shares authorized and 26,264,245 and 26,359,876 shares issued, respectively and 15,331,923 and 14,732,058 shares outstanding, respectively
263 264
Additional paid-in capital 236,809 238,780
Retained earnings 135,462 176,843
Treasury stock, at cost; 10,932,322 and 11,627,818 shares, respectively
( 244,519 ) ( 278,753 )
Total stockholders’ equity 128,015 137,134
Total liabilities and stockholders’ equity $ 1,178,631 $ 1,192,950
The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
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CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Years Ended December 31,
2020 2021 2022
Revenue:
Service revenue $ 164,984 $ 180,572 $ 181,271
Property and merchandise revenue 139,630 167,721 161,970
Other revenue 24,834 27,593 26,933
329,448 375,886 370,174
Field costs and expenses:
Cost of service 79,634 82,395 87,322
Cost of merchandise 103,064 113,871 116,453
Cemetery property amortization 4,956 6,670 5,859
Field depreciation expense 13,006 12,609 13,316
Regional and unallocated funeral and cemetery costs 18,057 25,846 22,960
Other expenses 4,808 4,979 5,038
223,525 246,370 250,948
Gross profit 105,923 129,516 119,226
Corporate costs and expenses:
General, administrative and other 27,254 35,190 37,471
Net loss on divestitures, disposals and impairment charges 21,442 666 2,029
Operating income 57,227 93,660 79,726
Interest expense ( 32,515 ) ( 25,445 ) ( 25,895 )
Accretion of discount on convertible notes ( 216 ) ( 20 ) —
Loss on extinguishment of debt ( 6 ) ( 23,807 ) ( 190 )
Gain on insurance reimbursements — — 3,471
Other, net 152 ( 84 ) 82
Income before income taxes 24,642 44,304 57,194
Expense for income taxes ( 7,985 ) ( 12,316 ) ( 16,243 )
Tax adjustment related to discrete items ( 567 ) 1,171 430
Total expense for income taxes ( 8,552 ) ( 11,145 ) ( 15,813 )
Net income $ 16,090 $ 33,159 $ 41,381
Basic earnings per common share: $ 0.90 $ 1.90 $ 2.78
Diluted earnings per common share: $ 0.89 $ 1.81 $ 2.63
Dividends declared per common share: $ 0.3375 $ 0.4125 $ 0.4500
Weighted average number of common and common equivalent shares outstanding:
Basic 17,872 17,409 14,857
Diluted 18,077 18,266 15,710
The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
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CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
Shares
Outstanding Common
Stock Additional
Paid-in
Capital Retained
Earnings Treasury
Stock Total
Balance – December 31, 2019 17,855 $ 259 $ 242,147 $ 86,213 $ ( 102,050 ) $ 226,569
Net Income – 2020 — — — 16,090 — 16,090
Issuance of common stock from employee stock purchase plan 72 1 1,201 — — 1,202
Issuance of common stock to directors and board advisor 31 — 653 — — 653
Issuance of restricted common stock 10 — — — — —
Exercise of stock options 20 — ( 70 ) — — ( 70 )
Cancellation and surrender of restricted common stock ( 11 ) — ( 250 ) — — ( 250 )
Stock-based compensation expense — — 2,717 — — 2,717
Dividends on common stock — — ( 6,048 ) — — ( 6,048 )
Convertible notes repurchase — — ( 828 ) — — ( 828 )
Other 18 — 467 — — 467
Balance – December 31, 2020 17,995 $ 260 $ 239,989 $ 102,303 $ ( 102,050 ) $ 240,502
Net Income – 2021 — — — 33,159 — 33,159
Issuance of common stock from employee stock purchase plan 62 1 1,629 — — 1,630
Issuance of common stock to directors and board advisor 15 — 642 — — 642
Exercise of stock options 169 2 ( 1,259 ) — — ( 1,257 )
Issuance of restricted common stock 9 — — — — —
Cancellation and surrender of restricted common stock ( 11 ) — ( 375 ) — — ( 375 )
Stock-based compensation expense — — 4,871 — — 4,871
Dividends on common stock — — ( 7,264 ) — — ( 7,264 )
Convertible notes conversions — — ( 1,424 ) — — ( 1,424 )
Treasury stock acquired ( 2,907 ) — — — ( 142,469 ) ( 142,469 )
Balance – December 31, 2021 15,332 $ 263 $ 236,809 $ 135,462 $ ( 244,519 ) $ 128,015
Net Income – 2022 — — — 41,381 — 41,381
Issuance of common stock from employee stock purchase plan 52 1 1,685 — — 1,686
Issuance of common stock to directors and board advisor 12 — 435 — — 435
Exercise of stock options 10 — ( 63 ) — — ( 63 )
Cancellation and surrender of restricted common stock ( 6 ) — ( 205 ) — — ( 205 )
Stock-based compensation expense — — 5,524 — — 5,524
Dividends on common stock — — ( 6,763 ) — — ( 6,763 )
Treasury stock acquired ( 695 ) — — — ( 34,234 ) ( 34,234 )
Other 27 — 1,358 — — 1,358
Balance – December 31, 2022 14,732 $ 264 $ 238,780 $ 176,843 $ ( 278,753 ) $ 137,134
The accompanying notes are an integral part of these Consolidated Financial Statements.
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CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2020 2021 2022
Cash flows from operating activities:
Net income $ 16,090 $ 33,159 $ 41,381
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 19,389 20,520 19,799
Provision for credit losses 2,318 1,783 2,818
Stock-based compensation expense 3,370 5,513 5,959
Deferred income tax expense (benefit) 4,597 ( 692 ) 3,036
Amortization of intangibles 1,299 1,285 1,286
Amortization of debt issuance costs 782 576 552
Amortization and accretion of debt 523 439 493
Loss on extinguishment of debt 6 23,807 190
Net loss on divestitures, disposals and impairment charges 21,693 847 2,029
Gain on insurance reimbursements ( 97 ) — ( 3,471 )
Other 19 — ( 155 )
Changes in operating assets and liabilities that provided (used) cash:
Accounts and preneed receivables ( 4,279 ) ( 4,090 ) ( 5,358 )
Inventories, prepaid and other current assets 3,516 ( 4,449 ) 2,295
Intangible and other non-current assets ( 1,015 ) ( 1,181 ) ( 1,917 )
Preneed funeral and cemetery trust investments ( 5,043 ) ( 31,349 ) ( 17,679 )
Accounts payable 2,702 522 ( 101 )
Accrued and other liabilities 10,784 3,485 ( 9,120 )
Deferred preneed funeral and cemetery revenue 528 5,010 1,302
Deferred preneed funeral and cemetery receipts held in trust 5,733 29,061 17,685
Net cash provided by operating activities 82,915 84,246 61,024
Cash flows from investing activities:
Acquisitions of businesses and real estate ( 28,011 ) ( 3,285 ) ( 33,876 )
Proceeds from divestitures and sale of other assets 8,541 7,875 5,027
Proceeds from insurance reimbursements 248 7,758 2,440
Capital expenditures ( 15,198 ) ( 24,883 ) ( 26,081 )
Net cash used in investing activities ( 34,420 ) ( 12,535 ) ( 52,490 )
Cash flows from financing activities:
Borrowings from the credit facility 109,500 266,168 155,400
Payments against the credit facility ( 146,100 ) ( 157,968 ) ( 120,100 )
Payment to redeem the 6.625% senior notes due 2026 — ( 400,000 ) —
Payment of call premium for the redemption of the 6.625% senior notes due 2026 — ( 19,876 ) —
Proceeds from the issuance of the 4.25% senior notes due 2029 — 395,500 —
Payment of debt issuance costs for the credit facility and 4.25% senior notes due 2029 ( 78 ) ( 2,197 ) ( 922 )
Conversions and maturity of the convertible notes ( 4,563 ) ( 3,980 ) —
Payments on acquisition debt and obligations under finance leases ( 1,745 ) ( 1,331 ) ( 882 )
Payments on contingent consideration recorded at acquisition date ( 169 ) ( 461 ) —
Proceeds from the exercise of stock options and employee stock purchase plan contributions 1,229 2,644 1,745
Taxes paid on restricted stock vestings and exercise of stock options ( 348 ) ( 2,647 ) ( 327 )
Dividends paid on common stock ( 6,048 ) ( 7,264 ) ( 6,763 )
Purchase of treasury stock — ( 140,040 ) ( 36,663 )
Net cash used in financing activities ( 48,322 ) ( 71,452 ) ( 8,512 )
Net increase in cash and cash equivalents 173 259 22
Cash and cash equivalents at beginning of year 716 889 1,148
Cash and cash equivalents at end of year $ 889 $ 1,148 $ 1,170
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
Carriage Services, Inc. (“Carriage,” the “Company,” “we,” “us,” or “our”) is a leading provider of funeral and cemetery services and merchandise in the United States. Our operations are reported in two business segments: Funeral Home Operations, which currently accounts for approximately 70 % of our revenue and Cemetery Operations, which currently accounts for approximately 30 % of our revenue. At December 31, 2022, we operated 171 funeral homes in 26 states and 32 cemeteries in 11 states.
Our funeral home operations are principally service businesses that generate revenue from sales of burial and cremation services and related merchandise, such as caskets and urns. Funeral services include consultation, the removal and preparation of remains, the use of funeral home facilities for visitation and memorial services and transportation services. We provide funeral services and products on both an “atneed” (time of death) and “preneed” (planned prior to death) basis.
Our cemetery operations generate revenue primarily through sales of cemetery interment rights (primarily grave sites, lawn crypts, mausoleum spaces and niches), related cemetery merchandise (such as memorial markers, outer burial containers and monuments) and services (interments, inurnments and installation of cemetery merchandise). We provide cemetery services and products on both an atneed and preneed basis.
Principles of Consolidation
The accompanying Consolidated Financial Statements include the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of our Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. On an ongoing basis, we evaluate our critical estimates and judgments, which include those related to the impairment of goodwill and the fair value measurements used in business combinations. These policies are considered critical because they may result in fluctuations in our reported results from period to period due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. Actual results may differ from these estimates and such estimates may change if the underlying conditions or assumptions change. Historical performance should not be viewed as indicative of future performance because there can be no assurance the margins, operating income and net earnings, as a percentage of revenue, will be consistent from period to period
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Funeral and Cemetery Receivables
Our funeral receivables are recorded in Accounts receivable, net and primarily consist of amounts due for funeral services already performed.
Atneed cemetery receivables and preneed cemetery receivables with payments expected to be received within one year from the balance sheet date are also recorded in Accounts receivable, net. Preneed cemetery receivables with payments expected to be received beyond one year from the balance sheet date are recorded in Preneed cemetery receivables, net. Our cemetery receivables generally consist of preneed sales of cemetery interment rights and related products and services, which are typically financed through interest-bearing installment sales contracts, generally with terms of up to five years , with such interest income reflected as Other revenue . In substantially all cases, we receive an initial down payment at the time the contract is signed.
For our funeral and atneed cemetery receivables, we have a collections policy where statements are sent to the customer at 30 days past due. Past due notification letters are sent at 45 days and continue until payment is received or the contract is placed with a third-party collections agency. For our preneed cemetery receivables, we have a collections policy where past due notification letters are sent to the customer beginning at 15 days past due and periodically thereafter until payment is received or the contract is cancelled.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Our allowance for credit losses reflects our best estimate of expected credit losses over the term of both our funeral and cemetery receivables. Our policy is to write off receivables when we have determined they will no longer be collectible. Write-offs are applied as a reduction to the allowance for credit losses and any recoveries of previous write-offs are netted against bad debt expense in the period recovered.
We determine our allowance for credit losses by using a loss-rate methodology, in which we assess our historical write-off of receivables against our total receivables over several years. From this historical loss-rate approach, we also consider the current and forecasted economic conditions expected to be in place over the life of our receivables. These estimates are impacted by a number of factors, including changes in the economy, demographics and competition in our local communities. We monitor our ongoing credit exposure through an active review of our customers’ receivables balance against contract terms and due dates. Our activities include timely performance of our accounts receivable reconciliations, assessment of our aging of receivables, dispute resolution and payment confirmation. We monitor any change in our historical write-off of receivables utilized in our loss-rate methodology and assess forecasted changes in market conditions within our credit reserve.
See Note 6 to the Consolidated Financial Statements for additional information related to our funeral and cemetery receivables.
Inventory
Inventory consists primarily of caskets, outer burial containers and cemetery monuments and markers and is recorded at the lower of its cost basis or net realizable value. Inventory is relieved using specific identification in fulfillment of performance obligations on our contracts.
Business Combinations
Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any difference between the price of the acquisition and fair value. We recognize the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at the acquisition date, measured at the fair value as of that date. Acquisition related costs are recognized separately from the acquisition and are expensed as incurred. We customarily estimate related transaction costs known at closing. To the extent that information not available to us at the closing date subsequently becomes available during the allocation period, we may adjust goodwill, intangible assets, assets or liabilities associated with the acquisition.
During the year ended December 31, 2022, we acquired a business in Kissimmee, Florida consisting of two funeral homes for $ 6.3 million and a business in the Charlotte, North Carolina area consisting of three funeral homes, one cemetery and one cremation focused business for $ 25.0 million. We did not acquire any businesses in 2021.
The pro forma impact of the acquisitions on prior periods is not presented as the impact is not material to our reported results. The results of the acquired businesses are included in our results of operations from the date of acquisition.
See Note 3 to the Consolidated Financial Statements for additional information related to acquisitions.
Divested Operations
Prior to divesting a funeral home or cemetery, we first determine whether the sale of the net assets and activities (together referred to as a “set”) qualifies as a business. First, we perform a screen test to determine if the set is not a business. The principle of the screen is that if substantially all of the fair value of the gross assets sold resides in a single asset or group of similar assets, the set is not a business. If the screen is not met, we perform an assessment to determine if the set is a business by evaluating whether the set has both inputs and a substantive process that together significantly contribute to the ability to create outputs. When both inputs and a substantive process are present then the set is determined to be a business and we consider the accounting treatment of goodwill for that set (see discussion of Goodwill below). Goodwill is only allocated to the sale if the set is considered to be a business.
During the year ended December 31, 2022, we sold four funeral homes for $ 1.5 million and merged one funeral home with another business we own in an existing market. During the year ended December 31, 2021, we sold two funeral homes and one cemetery for $ 2.5 million and we merged six funeral homes with other businesses we own in existing markets. During the year ended December 31, 2020, we sold eight funeral homes for $ 8.4 million.
See Notes 4 and 5 to the Consolidated Financial Statements for additional information related to divestitures.
Held for Sale
At December 31, 2022, we had $ 0.8 million of assets classified as held for sale on our Consolidated Balance Sheet related to one funeral home and two cemeteries that we divested on January 31, 2023, described in Note 24 to the Consolidated Financial Statements. The carrying value of these assets held for sale exceeded the fair value and in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we recognized impairments of $ 1.0 million related to property, plant and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
equipment, $ 0.9 million related to cemetery property and $ 0.4 million related to goodwill, which were recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations.
Goodwill
The excess of the purchase price over the fair value of identifiable net assets of funeral home businesses and cemeteries acquired is recorded as goodwill. Goodwill has an indefinite life and is not subject to amortization. As such, we test goodwill for impairment on an annual basis as of August 31 st each year. Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test.
Our intent is to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years . We conducted qualitative assessments in 2020 and 2021 and performed a quantitative assessment in 2022. In addition to our annual test, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value of a reporting unit may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant negative industry or economic trends and significant adverse changes in the business climate, which may be indicated by a decline in our market capitalization or decline in operating results.
Our quantitative goodwill impairment test involves estimates and management judgment. In the quantitative analysis, we compare the fair value of each reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of that reporting unit is not considered impaired. We determine fair value for each reporting unit using both an income approach, weighted 90%, and a market approach, weighted 10%. Our methodology for determining an income-based fair value is based on discounting projected future cash flows. The projected future cash flows include assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows discounted at our weighted average cost of capital based on market participant assumptions. Our methodology for determining a market approach fair value utilizes the guideline public company method, in which we rely on market multiples of comparable companies operating in the same industry as the individual reporting units. In accordance with the guidance, if the fair value of the reporting unit is less than its carrying amount an impairment charge is recorded in an amount equal to the difference.
For our 2022, 2021 and 2020 annual impairment tests performed as of August 31 each year, we concluded that there was no impairment to goodwill as the fair value of our reporting units was greater than the carrying value.
During 2020, as a result of economic conditions caused by COVID-19, we performed a quantitative assessment of our goodwill at March 31, 2020, and recorded an impairment to goodwill of $ 13.6 million, as the carrying amount of our funeral homes in the Eastern Region Reporting Unit exceeded the fair value.
Goodwill is only allocated to a divestiture if the set is considered to be a business. When we divest a portion of a reporting unit that constitutes a business in accordance with GAAP, we allocate goodwill associated with that business to be included in the gain or loss on divestiture. The goodwill allocated is based on the relative fair value of the business being divested and the portion of the reporting unit that will be retained. Additionally, after each divestiture, we will test the goodwill remaining in the portion of the reporting unit to be retained for impairment using a qualitative assessment unless we deem a quantitative assessment to be appropriate to ensure the fair value of our reporting units is greater than their carrying value.
During the year ended December 31, 2022, we allocated $ 0.9 million of goodwill related to the sale of two funeral homes for a loss recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations.
For the years ended December 31, 2021 and 2020, after each divestiture, we concluded that it was more-likely-than not that the fair value of our reporting units was greater than their carrying value and thus there was no impairment to goodwill.
See Note 4 to the Consolidated Financial Statements for additional information related to goodwill.
Intangible Assets
Our intangible assets include tradenames resulting from acquisitions and are included in Intangible and other non-current assets, net on our Consolidated Balance Sheet. Our tradenames are considered to have an indefinite life and are not subject to amortization. As such, we test our intangible assets for impairment on an annual basis as of August 31 st each year. Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more-likely-than not that the fair value of the tradename is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test.
Our intent is to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years . We conducted qualitative assessments in 2020 and 2021 and performed a quantitative
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
assessment in 2022. In addition to our intangible assets annual test, we assess the impairment of intangible assets whenever certain events or changes in circumstances indicate that the carrying value of the intangible asset may be greater than the fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results and significant negative industry or economic trends.
Our quantitative intangible asset impairment test involves estimates and management judgment. Our quantitative analysis is performed using the relief from royalty method, which measures the tradenames by determining the value of the royalties that we are relieved from paying due to our ownership of the asset. We determine the fair value of the asset by discounting the cash flows that represent a savings in lieu of paying a royalty fee for use of the tradename. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows and the determination and application of an appropriate royalty rate and discount rate. To estimate the royalty rates for the individual tradename, we mainly rely on the profit split method, but also consider the comparable third-party license agreements and the return on asset method. A scorecard is used to assess the relative strength of the individual tradename to further adjust the royalty rates selected under the profit-split method for qualitative factors. In accordance with the guidance, if the fair value of the tradename is less than its carrying amount, then an impairment charge is recorded in an amount equal to the difference.
For our 2022, 2021 and 2020 annual impairment tests performed as of August 31 each year, we concluded there that was no impairment to our intangible assets as the fair value of our intangible assets was greater than the carrying value.
During 2020, as a result of economic conditions caused by COVID-19, we performed a quantitative assessment of our tradenames at March 31, 2020 and we recorded an impairment to tradenames for certain of our funeral homes of $ 1.1 million, as the carrying amount of these tradenames exceeded the fair value.
See Note 11 to the Consolidated Financial Statements for additional information related to intangible assets.
Preneed and Perpetual Care Trust Funds
Preneed sales generally require deposits to a trust or purchase of a third-party insurance product. We have established a variety of trusts in connection with funeral home and cemetery operations as required under applicable state laws. Such trusts include (i) preneed funeral trusts; (ii) preneed cemetery merchandise and service trusts; and (iii) cemetery perpetual care trusts.
Our preneed and perpetual care trust funds are reported in accordance with the principles of consolidating Variable Interest Entities (“VIEs”). In the case of preneed trusts, the customers are the legal beneficiaries. In the case of perpetual care trusts, we do not have a right to access the corpus in the perpetual care trusts.
Our trust fund assets are reflected in our financial statements as Preneed cemetery trust investments, Preneed funeral trust investments and Cemetery perpetual care trust investments. We have recognized financial interests of third parties in the trust funds in our financial statements as Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus .
The fair value of our trust fund assets are accounted for as Collateralized Financing Entities (“CFEs”) in ASC Topic 810. The accounting guidance for CFEs allows companies to elect to measure both the financial assets and financial liabilities using the more observable of the fair value of the financial assets or fair value of the financial liabilities. Pursuant to this guidance, we have determined the fair value of the financial assets of the trusts are more observable and we first measure those financial assets at fair value. Our fair value of the financial liabilities mirror the fair value of the financial assets, in accordance with the ASC. Any changes in fair value are recognized in earnings.
In accordance with respective state laws, we are required to deposit a specified amount into perpetual and memorial care trust funds for each interment right and certain memorials sold. Income from the trust funds is distributed to us and used to provide for the care and maintenance of the cemeteries and mausoleums. Trust fund income is recognized as revenue when realized by the trust and distributable to us. We are restricted from withdrawing any of the principal balances of these funds.
An enterprise is required to perform an analysis to determine whether the enterprise’s variable interest(s) give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our analysis continues to support our position as the primary beneficiary in the majority of our funeral and cemetery trust funds.
Our preneed funeral and preneed cemetery merchandise and service trusts are reflected in our financial statements net of an allowance for contract cancellations. We determine this allowance based on our five-year historical experience of contract cancellations. On an ongoing basis, we monitor our historical trend and adjust our allowance accordingly.
See Notes 7 and 8 to the Consolidated Financial Statements for additional information related to preneed and perpetual care trust funds.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Deferred Revenue
We have preneed funeral trust fund assets in trusts that are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost, reflected in our financial statements as Receivables from preneed funeral trusts, net, with a corresponding amount recognized as Deferred preneed funeral revenue .
Under certain state regulations, we are allowed to retain certain amounts not required to be deposited to a trust or used to purchase a third-party insurance policy. These amounts we retain represent future revenue that are not held in trust accounts and are recorded in Deferred preneed funeral and cemetery revenue. Future revenue that are held in trust accounts are included in Deferred preneed funeral and cemetery receipts held in trust discussed above.
Fair Value Measurements
We measure the securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts at fair value on a recurring basis in accordance with ASC Topic 820. This guidance defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
We disclose the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date. We currently do not have any assets that have fair values determined by Level 3 inputs and no liabilities measured at fair value.
In the ordinary course of business, we are typically exposed to a variety of market risks. Currently, these are primarily related to changes in fair market values related to outstanding debts and changes in the values of securities associated with the preneed and perpetual care trusts. Management is actively involved in monitoring exposure to market risk and developing and utilizing risk management techniques when appropriate and when available for a reasonable price.
See Notes 7 and 10 to the Consolidated Financial Statements for additional required disclosures related to the fair value measurement of our financial assets and liabilities.
Capitalized Commissions on Preneed Contracts
We capitalize sales commissions and other direct selling costs related to preneed cemetery merchandise and services and preneed funeral trust contracts as these costs are incremental and recoverable costs of obtaining a contract with a customer. Our capitalized commissions on preneed contracts are amortized on a straight-line basis over the average maturity period of ten years for our preneed funeral trust contracts and eight years for our preneed cemetery merchandise and services contracts.
The selling costs related to the sales of cemetery interment rights, which include real property and other costs related to cemetery development activities, continue to be expensed using the specific identification method in the period in which the sale of the cemetery interment right is recognized as revenue. The selling costs related to preneed funeral insurance contracts continue to be expensed in the period incurred as these contracts are not included on our Consolidated Balance Sheet.
See Note 11 to the Consolidated Financial Statements for additional information related to capitalized commissions on preneed contracts.
Property, Plant and Equipment
Property, plant and equipment (including equipment under finance leases) are stated at cost. The costs of ordinary maintenance and repairs are charged to operations as incurred, while renewals and major replacements that extend the useful economic life of the asset are capitalized. Depreciation of property, plant and equipment (including equipment under finance leases) is computed based on the straight-line method over the following estimated useful lives of the assets:
Years
Buildings and improvements 15 to 40
Furniture and fixtures 5 to 10
Machinery and equipment 3 to 15
Automobiles 5 to 7
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Long-lived assets, such as property, plant and equipment and right-of-use assets (see discussion of Leases below) are reported at the lower of their carrying amount or fair value and are reviewed for impairment whenever events, such as significant negative industry or economic trends or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors that could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results. We evaluate our long-lived assets for impairment when a funeral home or cemetery business has negative earnings before interest, taxes, depreciation and amortization (“EBITDA”) for four consecutive years and if there has been a decline in EBITDA in that same period. We test the recoverability of our long-lived assets by comparing their carrying value to the sum of the undiscounted cash flows expected to result from the use of the assets over their remaining useful lives. We recognize an impairment loss if the carrying amount of the long-lived asset is not recoverable and exceeds its fair value.
Additionally, assets to be disposed of and assets not expected to provide any future service potential are recorded at the lower of their carrying amount or fair value less estimated costs to sell. If we determine that the carrying value is not recoverable from the proceeds of the sale, we record an impairment loss at that time.
Property, plant and equipment is comprised of the following (in thousands):
December 31, 2021 December 31, 2022
Land $ 82,095 $ 84,405
Buildings and improvements 240,387 251,778
Furniture, equipment and automobiles 73,377 70,522
Property, plant and equipment, at cost 395,859 406,705
Less: accumulated depreciation ( 126,492 ) ( 128,599 )
Property, plant and equipment, net $ 269,367 $ 278,106
During the year ended December 31, 2022, we acquired $ 8.1 million of property, plant and equipment related to our business combinations, described in Note 3 to the Consolidated Financial Statements and $ 2.6 million related to real property acquisitions. Additionally, we sold real property for $ 3.3 million, with a carrying value of $ 1.8 million, resulting in a gain on the sale of $ 1.4 million, which was recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations. We also divested four funeral homes that had a carrying value of property, plant and equipment of $ 1.3 million, described in Note 5 to the Consolidated Financial Statements.
During the year ended December 31, 2021, we acquired real property for $ 3.3 million. Additionally, we sold real property for $ 5.2 million, with a carrying value of $ 4.3 million, resulting in a gain on the sale of $ 0.9 million. We recognized a $ 0.5 million impairment related to property, plant and equipment assets held for sale. The gain on sale and impairment were recorded in Net loss on divestitures, disposals and impairment charges . We also divested two funeral homes and one cemetery that had a carrying value of property, plant and equipment of $ 1.4 million, which was included in the gain or loss on the sale of divestitures and recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations. Additionally, we disposed of damaged and obsolete property, plant and equipment that had a carrying value of $ 1.0 million, which was recorded in Net loss on divestitures, disposals and impairment charges.
Our growth and maintenance capital expenditures totaled $ 19.0 million and $ 18.4 million for the years ended December 31, 2021 and 2022, respectively, for property, plant, equipment. In addition, we recorded depreciation expense of $ 14.4 million, $ 13.8 million and $ 13.7 million for the years ended December 31, 2020, 2021 and 2022, respectively.
Cemetery Property
When we acquire a cemetery, we utilize an internal and external approach to determine the fair value of the cemetery property. From an external perspective, we obtain an accredited appraisal to provide reasonable assurance for property existence, property availability (unrestricted) for development, property lines, available spaces to sell, identifiable obstacles or easements and general valuation inclusive of known variables in that market. From an internal perspective, we conduct a detailed analysis of the acquired cemetery property using other cemeteries in our portfolio as a benchmark. This provides the added benefit of relevant data that is not available to third party appraisers. Through this thorough internal process, we are able to identify viable costs of property based on historical experience, particular markets and demographics, reasonable margins, practical retail prices and park infrastructure and condition.
Cemetery property was $ 100.7 million and $ 104.2 million, net of accumulated amortization of $ 53.1 million and $ 59.0 million at December 31, 2021 and 2022, respectively. When cemetery property is sold, the value of the cemetery property (interment right costs) is expensed as amortization using the specific identification method in the period in which the sale of the interment right is recognized as revenue. Our growth capital expenditures totaled $ 5.9 million and $ 7.7 million for the years ended December 31, 2021 and 2022, respectively, for cemetery property development. We recorded amortization expense for
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
cemetery interment rights of $ 5.0 million, $ 6.7 million and $ 6.1 million for the years ended December 31, 2020, 2021 and 2022, respectively.
During the year ended December 31, 2021, we divested one cemetery that had a carrying value of cemetery property of $ 0.1 million, which was included in the gain or loss on the sale of divestitures and recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations.
Leases
We have operating and finance leases. We lease certain office facilities, certain funeral homes and equipment under operating leases with original terms ranging from one to twenty years . Many leases include one or more options to renew, some of which include options to extend the leases for up to forty years . We lease certain funeral homes under finance leases with original terms ranging from ten to forty years . We do not have lease agreements with residual value guarantees, sale-leaseback terms, material restrictive covenants or related parties. We do not have any material sublease arrangements.
We determine if an arrangement is a lease at inception based on the facts and circumstances of the agreement. A right-of-use (“ROU”) asset represents our right to use the underlying asset for the lease term and the lease liability represents our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized on our Consolidated Balance Sheet at the lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, while the expense for finance leases is recognized as depreciation expense and interest expense using the effective interest method of recognition. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. We have real estate lease agreements which require payments for lease and non-lease components and we account for these as a single lease component. Leases with an initial term of 12 months or less, that do not include an option to renew the underlying asset, are not recorded on our Consolidated Balance Sheet and expense is recognized on a straight-line basis over the lease term.
Operating lease ROU assets are included in Operating lease right-of-use assets and operating lease liabilities are included in Current portion of operating lease obligation s and Obligations under operating leases, net of current portion on our Consolidated Balance Sheet. Finance lease ROU assets are included in Property, plant and equipment, net and finance lease liabilities are included in Current portion of finance lease obligations and O bligations under finance leases, net of current portion on our Consolidated Balance Sheet.
See Note 15 to the Consolidated Financial Statements for additional information related to leases.
Equity Plans and Stock-Based Compensation
We have equity-based employee and director compensation plans under which we have granted stock awards, stock options and performance awards. We also have an employee stock purchase plan (the “ESPP”). We recognize compensation expense in an amount equal to the fair value of the stock-based awards expected to vest or to be purchased over the requisite service period. We recognize the effect of forfeitures in compensation cost when they occur and any previously recognized compensation cost for an award is reversed in the period that the award is forfeited.
Fair value is determined on the date of the grant. The fair value of restricted stock is determined using the stock price on the grant date. The fair value of options or awards containing options is determined using the Black-Scholes valuation model or the Monte-Carlo simulation pricing model. The fair value of the performance awards related to market performance conditions is determined using the Monte-Carlo simulation pricing model. The fair value of the ESPP is determined based on the discount element offered to employees and the embedded option element, which is determined using an option calculation model.
We recognize all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) as income tax benefit or expense in the income statement. We treat the tax effects of exercised or vested awards as discrete items in the reporting period in which they occur. For the year ended December 31, 2020, the excess tax deficiency related to share-based payments was $ 0.1 million and the excess tax benefit for the year ended December 31, 2021 was $ 1.2 million. We did not have an excess tax benefit or deficiency for the year ended December 31, 2022. The excess tax benefit and tax deficiency are recorded within Tax adjustment related to discrete items on our Consolidated Statements of Operations. Excess tax benefits and deficiencies related to share-based payments are included in operating cash flows on the Consolidated Statements of Cash Flows.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
See Note 18 to the Consolidated Financial Statements for additional information related to equity plans and stock-based compensation.
Revenue Recognition
Funeral and Cemetery Operations Revenue is recognized when control of the merchandise or services is transferred to the customer. Our performance obligations include the delivery of funeral and cemetery merchandise and services and cemetery property interment rights. Control transfers when merchandise is delivered or services are performed. For cemetery property interment rights, control transfers to the customer when the property is developed and the interment right has been sold and can no longer be marketed or sold to another customer. On our atneed contracts, we generally deliver the merchandise and perform the services at the time of need.
Memorial services frequently include performance obligations to direct the service, provide facilities and motor vehicles, catering, flowers, and stationary products. All other performance obligations on these contracts, including arrangement, removal, preparation, embalming, cremation, interment, and delivery of urns and caskets and related memorialization merchandise are fulfilled at the time of need. Personalized marker merchandise and marker installation services sold on atneed contracts are recognized when control is transferred to the customer, generally when the marker is delivered and installed in the cemetery.
Some of our contracts with customers include multiple performance obligations. For these contracts, we allocate the transaction price to each performance obligation based on its relative standalone selling price, which is based on prices charged to customers per our general price list. Package discounts are reflected net in Revenue . We recognize revenue when the merchandise is transferred or the service is performed, in satisfaction of the corresponding performance obligation. Sales taxes collected are recognized on a net basis in our Consolidated Financial Statements.
Ancillary funeral service revenue, which is recorded in Other revenue, represents revenue from our flower shop, pet cremation and online cremation businesses .
The earnings from our preneed trust investments, as well as trust management fees charged by our wholly-owned registered investment advisory firm (“CSV RIA”) are recorded in Other revenue . At December 31, 2022, CSV RIA provided investment management and advisory services to approximately 80 % of our trust assets, for a fee based on the market value of trust assets. Under state trust laws, we are allowed to charge the trust a fee for advising on the investment of the trust assets and these fees are recognized as income in the period in which services are provided.
Balances due on undelivered preneed funeral trust contracts have been reclassified to reduce Deferred preneed funeral revenue on our Consolidated Balance Sheet of $ 8.0 million and $ 8.9 million at December 31, 2021 and 2022, respectively. As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods. However, we estimate an average maturity period of ten years for preneed funeral contracts.
Balances due from customers on delivered preneed cemetery contracts are included in Accounts receivable, net and Preneed cemetery receivables, net on our Consolidated Balance Sheet. Balances due on undelivered preneed cemetery contracts have been reclassified to reduce Deferred preneed cemetery revenue on our Consolidated Balance Sheet. The transaction price allocated to preneed merchandise and service performance obligations that were unfulfilled were $ 10.4 million and $ 11.6 million at December 31, 2021 and 2022, respectively. As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods. However, we estimate an average maturity period of eight years for preneed cemetery contracts.
See Note 21 to the Consolidated Financial Statements for additional information related to revenue.
Income Taxes
We and our subsidiaries file a consolidated U. S. federal income tax return, separate income tax returns in 15 states in which we operate and combined or unitary income tax returns in 14 states in which we operate. We record deferred taxes for temporary differences between the tax basis and financial reporting basis of assets and liabilities. We classify our deferred tax liabilities and assets as non-current on our Consolidated Balance Sheet.
We record a valuation allowance to reflect the estimated amount of deferred tax assets for which realization is uncertain. Management reviews the valuation allowance at the end of each quarter and makes adjustments if it is determined that it is more likely than not that the tax benefits will be realized.
We analyze tax benefits for uncertain tax positions and how they are to be recognized, measured, and derecognized in the financial statements; provide certain disclosures of uncertain tax matters; and specify how reserves for uncertain tax positions should be classified on our Consolidated Balance Sheet.
See Note 17 to the Consolidated Financial Statements for additional information related to income taxes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Computation of Earnings Per Common Share
Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options and performance awards.
Share-based awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are recognized as participating securities and included in the computation of both basic and diluted earnings per share. Our grants of restricted stock awards to our employees and directors are considered participating securities, and we have prepared our earnings per share calculations attributable to common stockholders to exclude outstanding unvested restricted stock awards, using the two-class method, in both the basic and diluted weighted average shares outstanding calculation.
Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. In accordance with ASC 260, we have included in the computation of diluted earnings per share the number of performance awards that would have been issuable as if the end of the reporting period was the end of the contingency period. These shares are considered to be outstanding at the beginning of the reporting period.
See Note 20 to the Consolidated Financial Statements for additional information related to the computation of earnings per share.
Subsequent Events
We have evaluated events and transactions during the period subsequent to December 31, 2022 through the date the financial statements were issued for potential recognition or disclosure in the accompanying financial statements covered by this report.
See Note 24 to the Consolidated Financial Statements for additional information related to subsequent events.
2. RECENTLY ISSUED ACCOUNTING STANDARDS
Accounting Pronouncements Not Yet Adopted
Reference Rate Reform
In March 2020, the FASB issued ASU, Reference Rate Reform (“Topic 848”) to provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London InterBank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. We adopted the provisions of Topic 848 in March 2020.
On May 27, 2022, we amended our Credit Facility (defined in Note 12) to establish the Bloomberg Short-Term Bank Yield Index Rate (“BSBY”) as a benchmark rate and removed LIBOR from our Credit Facility, among other things. We did not apply the optional expedients provided by the guidance in Topic 848. See Note 12 to the Consolidated Financial Statements for additional information related to the amended Credit Facility.
Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
In October 2021, the FASB issued ASU, Business Combinations (“Topic 805”) to improve the accounting for acquired revenue contracts with customers in a business combination. The amendments in this update provide specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. These amendments require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 – Revenue from Contracts with Customers (“Topic 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. These amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. We plan to adopt the provisions of Topic 805 for our fiscal year beginning January 1, 2023. We expect the adoption will have no impact on our consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Credit Losses - Vintage Disclosures
In March 2022, the FASB issued ASU, Financial Instruments - Credit Losses (“Topic 326”) to make the requirement to disclose gross write-offs by class of financing receivable and major security type consistent for all public business entities. The amendment in this update provides specific guidance on the disclosure for current period write-offs by year of origination for financing receivables. This amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to disclosures occurring on or after the effective date of the amendment. We plan to adopt the provisions of Topic 326 for our fiscal year beginning January 1, 2023. We expect the adoption will have no impact on our consolidated financial statements.
3. ACQUISITIONS
On August 8, 2022, we acquired a business consisting of two funeral homes in Kissimmee, Florida for $ 6.3 million in cash. On October 25, 2022, we acquired a business consisting of three funeral homes, one cemetery and one cremation focused business in the Charlotte, North Carolina area for $ 25.0 million in cash. We acquired substantially all of the assets and assumed certain operating liabilities of these businesses. We did not acquire any businesses in 2021.
The pro forma impact of these acquisitions on prior periods is not presented, as the impact is not significant to our reported results. The results of the acquired businesses are reflected on our Consolidated Statements of Operations from the date of acquisition.
The following table summarizes the breakdown of the purchase price allocation for the businesses described above (in thousands):
Purchase Price Allocation
Current assets $ 219
Trust investments 4,146
Property, plant & equipment 8,146
Cemetery property 2,375
Goodwill 19,511
Intangible and other non-current assets 2,145
Trust liabilities ( 4,146 )
Deferred revenue ( 1,146 )
Purchase price $ 31,250
The intangible and other non-current assets relate to the fair value of tradenames and non-compete agreements. The goodwill recorded for our 2022 acquisitions is expected to be deductible for tax purposes. As of December 31, 2022, our accounting for our 2022 acquisitions is complete.
The following table summarizes the fair value of the assets acquired for these businesses (in thousands):
Acquisition Date Type of Business Market Assets
Acquired
(Excluding
Goodwill) Goodwill
Recorded Liabilities
and Debt
Assumed
August 8, 2022 Two Funeral Homes Kissimmee, FL $ 4,995 $ 2,694 $ ( 1,439 )
October 25, 2022 Three Funeral Homes, One Cemetery and One Cremation Focused Business Charlotte, NC $ 12,036 $ 16,817 $ ( 3,853 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. GOODWILL
Many of the former owners and staff of our acquired funeral homes and certain cemeteries have provided high quality service to families for generations, which often represents a substantial portion of the value of a business. The excess of the purchase price over the fair value of identifiable net assets of funeral home businesses and cemeteries acquired is recorded as goodwill.
The following table presents changes in goodwill in the accompanying Consolidated Balance Sheet (in thousands):
December 31, 2021 December 31, 2022
Goodwill at the beginning of year $ 392,978 $ 391,972
Increase in goodwill related to acquisitions — 19,511
Decrease in goodwill related to divestitures ( 1,006 ) ( 901 )
Decrease in goodwill related to assets held for sale — ( 445 )
Goodwill at the end of the year $ 391,972 $ 410,137
During the year ended December 31, 2022, we recognized $ 19.5 million in goodwill related to our 2022 acquisitions; $ 7.4 million was allocated to our cemetery segment and $ 12.1 million was allocated to our funeral home segment.
During the year ended December 31, 2022, we allocated $ 0.9 million of goodwill to the sale of two funeral homes for a loss recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations. In addition, we recorded a $ 0.4 million goodwill impairment related to one funeral home and two cemeteries that were classified as held for sale at the balance sheet date, which was recorded in Net loss on divestitures, disposals and impairment charges in our Consolidated Statements of Operations.
During the year ended December 31, 2021, we allocated $ 1.0 million of goodwill to the sale of one funeral home for a loss recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations.
See Notes 1, 3, and 5 to the Consolidated Financial Statements for a discussion of the methodology used for our annual goodwill impairment test and a discussion of our acquisitions and divestitures.
5. DIVESTED OPERATIONS
During 2022, we sold four funeral homes for an aggregate of $ 1.5 million and merged one funeral home with another business we own in an existing market. During 2021, we sold two funeral homes and one cemetery for an aggregate of $ 2.5 million and we merged six funeral homes with other businesses we own in existing markets. During 2020, we sold eight funeral homes for an aggregate of $ 8.4 million.
The operating results of these divested funeral homes and cemeteries are reflected on our Consolidated Statements of Operations as shown in the table below (in thousands):
Years Ended December 31,
2020 2021 2022
Revenue $ 2,643 $ 1,070 $ 656
Operating income 159 6 54
Net loss on divestitures (1)
( 6,749 ) ( 62 ) ( 736 )
Income tax benefit 2,135 16 193
Net loss from divested operations, after tax $ ( 4,455 ) $ ( 40 ) $ ( 488 )
(1) Net loss on divestitures is recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. RECEIVABLES
Accounts Receivable
Accounts receivable is comprised of the following (in thousands):
December 31, 2022
Funeral Cemetery Corporate Total
Trade and financed receivables $ 9,518 $ 14,429 $ — $ 23,947
Other receivables 643 833 48 1,524
Allowance for credit losses ( 311 ) ( 702 ) — ( 1,013 )
Accounts receivable, net $ 9,850 $ 14,560 $ 48 $ 24,458
December 31, 2021
Funeral Cemetery Corporate Total
Trade and financed receivables $ 10,728 $ 13,629 $ — $ 24,357
Other receivables 329 1,433 185 1,947
Allowance for credit losses ( 365 ) ( 625 ) — ( 990 )
Accounts receivable, net $ 10,692 $ 14,437 $ 185 $ 25,314
Other receivables include supplier rebates, commissions due from third party insurance companies and perpetual care income receivables. We do not provide an allowance for credit losses for these receivables as we have historically not had any collectability issues nor do we expect any in the foreseeable future.
The following table summarizes the activity in our allowance for credit losses by portfolio segment for the year ended December 31, 2022 (in thousands):
January 1, 2022 Provision for Credit Losses Write Offs Recoveries December 31, 2022
Trade and financed receivables:
Funeral $ ( 365 ) $ ( 1,213 ) $ 2,060 $ ( 793 ) $ ( 311 )
Cemetery ( 625 ) ( 608 ) 531 — ( 702 )
Total allowance for credit losses on Trade and financed receivables $ ( 990 ) $ ( 1,821 ) $ 2,591 $ ( 793 ) $ ( 1,013 )
Preneed Cemetery Receivables
Our preneed cemetery receivables are comprised of the following (in thousands):
December 31, 2021 December 31, 2022
Interment rights $ 40,863 $ 45,351
Merchandise and services 7,348 8,585
Unearned finance charges 4,644 4,894
Preneed cemetery receivables $ 52,855 $ 58,830
The components of our preneed cemetery receivables are as follows (in thousands):
December 31, 2021 December 31, 2022
Preneed cemetery receivables $ 52,855 $ 58,830
Less: unearned finance charges ( 4,644 ) ( 4,894 )
Preneed cemetery receivables, at amortized cost $ 48,211 $ 53,936
Less: allowance for credit losses ( 1,704 ) ( 1,985 )
Less: balances due on undelivered cemetery preneed contracts ( 10,353 ) ( 11,552 )
Less: amounts in accounts receivable ( 13,004 ) ( 13,727 )
Preneed cemetery receivables, net $ 23,150 $ 26,672
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes the activity in our allowance for credit losses for Preneed cemetery receivables, net for the year ended December 31, 2022 (in thousands):
January 1, 2022 Provision for Credit Losses Write Offs December 31, 2022
Total allowance for credit losses on Preneed cemetery receivables, net
$ ( 1,079 ) $ ( 997 ) $ 793 $ ( 1,283 )
The amortized cost basis of our preneed cemetery receivables by year of origination as of December 31, 2022 is as follows (in thousands):
2022 2021 2020 2019 2018 Prior Total
Total preneed cemetery receivables, at amortized cost $ 27,597 $ 13,005 $ 7,028 $ 3,736 $ 1,237 $ 1,333 $ 53,936
The aging of past due preneed cemetery receivables as of December 31, 2022 is as follows (in thousands):
31-60
Past Due 61-90
Past Due 91-120
Past Due >120
Past Due Total Past
Due Current Total
Recognized revenue $ 864 $ 555 $ 180 $ 2,146 $ 3,745 $ 38,639 $ 42,384
Deferred revenue 285 184 74 1,009 1,552 14,894 16,446
Total contracts $ 1,149 $ 739 $ 254 $ 3,155 $ 5,297 $ 53,533 $ 58,830
The aging of past due preneed cemetery receivables as of December 31, 2021 is as follows (in thousands):
31-60
Past Due 61-90
Past Due 91-120
Past Due >120
Past Due Total Past
Due Current Total
Recognized revenue $ 777 $ 738 $ 210 $ 1,919 $ 3,644 $ 34,214 $ 37,858
Deferred revenue 271 159 57 467 954 14,043 14,997
Total contracts $ 1,048 $ 897 $ 267 $ 2,386 $ 4,598 $ 48,257 $ 52,855
7. TRUST INVESTMENTS
Preneed trust investments represent trust fund assets that we are generally permitted to withdraw as the services and merchandise are provided to customers. Preneed funeral and cemetery contracts are secured by payments from customers, less amounts not required by law to be deposited into trust. These earnings are recognized in Other revenue on our Consolidated Statements of Operations, when a service is performed or merchandise is delivered. Trust management fees charged by CSV RIA are included as revenue in the period in which they are earned. Our investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. We do not intend to sell and it is likely that we will not be required to sell the securities prior to their anticipated recovery.
Cemetery perpetual care trust investments represent a portion of the proceeds from the sale of cemetery property interment rights that we are required by various state laws to deposit into perpetual care trust funds. The income earned from these perpetual care trusts offsets maintenance expenses for cemetery property and memorials. This trust fund income is recognized in Other revenue.
Where quoted prices are available in an active market, investments held by the trusts are classified as Level 1 investments pursuant to the three-level valuation hierarchy. Our Level 1 investments include cash, U.S. treasury debt, common stock and equity mutual funds. Where quoted market prices are not available for the specific security, then fair values are estimated by using quoted prices of similar securities in active markets or inputs other than quoted prices that can corroborate observable market data. These investments are fixed income securities, including U.S. agency obligations, foreign debt, corporate debt, preferred stocks, certificates of deposit and fixed income mutual funds and other investments, all of which are classified within Level 2 of the valuation hierarchy. We review and update our fair value hierarchy classifications quarterly. See Note 10 to the Consolidated Financial Statements for additional information related to our the fair value measurement.
Changes in the fair value of our trust fund assets ( Preneed funeral, cemetery and perpetual care trust investments ) are offset by changes in the fair value of our trust fund liabilities ( Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus ) and reflected in Other, net . There is no impact on earnings until such time the services are performed or the merchandise is delivered, causing the contract to be withdrawn from the trust in accordance with state regulations and the gain or loss is allocated to the contract.
We rely on our trust investments to provide funding for the various contractual obligations that arise upon maturity of the underlying preneed contracts. Because of the long-term relationship between the establishment of trust investments and the
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
required performance of the underlying contractual obligations, the impact of current market conditions that may exist at any given time is not necessarily indicative of our ability to generate profit on our future performance obligations.
Preneed Cemetery Trust Investments
The components of Preneed cemetery trust investments on our Consolidated Balance Sheet are as follows (in thousands):
December 31, 2021 December 31, 2022
Preneed cemetery trust investments, at market value $ 103,808 $ 98,269
Less: allowance for contract cancellation ( 2,905 ) ( 3,204 )
Preneed cemetery trust investments $ 100,903 $ 95,065
The cost and market values associated with preneed cemetery trust investments at December 31, 2022 are detailed below (in thousands):
Fair Value Hierarchy Level Cost Unrealized
Gains Unrealized
Losses Fair Market Value
Cash and money market accounts 1 $ 10,434 $ — $ — $ 10,434
Fixed income securities:
U.S. agency obligations 2 803 — ( 72 ) 731
Foreign debt 2 12,241 910 ( 644 ) 12,507
Corporate debt 2 15,066 104 ( 4,139 ) 11,031
Preferred stock 2 12,560 436 ( 1,789 ) 11,207
Certificates of deposit 2 79 — ( 8 ) 71
Common stock 1 42,929 5,102 ( 6,228 ) 41,803
Mutual funds:
Equity 1 362 — ( 33 ) 329
Fixed income 2 12,324 10 ( 3,310 ) 9,024
Trust securities $ 106,798 $ 6,562 $ ( 16,223 ) $ 97,137
Accrued investment income $ 1,132 $ 1,132
Preneed cemetery trust investments $ 98,269
Market value as a percentage of cost 91.0 %
The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
Due in one year or less $ 1,176
Due in one to five years 8,655
Due in five to ten years 6,292
Thereafter 19,424
Total fixed income securities $ 35,547
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The cost and market values associated with preneed cemetery trust investments at December 31, 2021 are detailed below (in thousands):
Fair Value Hierarchy Level Cost Unrealized
Gains Unrealized
Losses Fair Market Value
Cash and money market accounts 1 $ 3,088 $ — $ — $ 3,088
Fixed income securities:
Foreign debt 2 15,846 2,025 ( 953 ) 16,918
Corporate debt 2 12,965 1,374 ( 49 ) 14,290
Preferred stock 2 12,455 1,111 ( 344 ) 13,222
Common stock 1 40,992 6,906 ( 4,079 ) 43,819
Mutual funds:
Equity 1 28 8 — 36
Fixed Income 2 11,443 615 ( 567 ) 11,491
Trust Securities $ 96,817 $ 12,039 $ ( 5,992 ) $ 102,864
Accrued investment income $ 944 $ 944
Preneed cemetery trust investments $ 103,808
Market value as a percentage of cost 106.2 %
The following table summarizes our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at December 31, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2022
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
Fair market value Unrealized Losses Fair market value Unrealized Losses Fair market value Unrealized Losses
Fixed income securities:
U.S. agency obligations $ 732 $ ( 72 ) $ — $ — $ 732 $ ( 72 )
Foreign debt 5,394 ( 308 ) 744 ( 336 ) 6,138 ( 644 )
Corporate debt 8,037 ( 3,922 ) 563 ( 217 ) 8,600 ( 4,139 )
Preferred stock 7,146 ( 1,271 ) 2,517 ( 518 ) 9,663 ( 1,789 )
Certificates of deposit 71 ( 8 ) — — 71 ( 8 )
Total fixed income securities with an unrealized loss $ 21,380 $ ( 5,581 ) $ 3,824 $ ( 1,071 ) $ 25,204 $ ( 6,652 )
The following table summarizes our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at December 31, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2021
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
Fair market value Unrealized Losses Fair market value Unrealized Losses Fair market value Unrealized Losses
Fixed income securities:
Foreign debt $ 4,228 $ ( 517 ) $ 629 $ ( 436 ) $ 4,857 $ ( 953 )
Corporate debt 1,037 ( 49 ) — — 1,037 ( 49 )
Preferred stock 1,301 ( 63 ) 2,913 ( 281 ) 4,214 ( 344 )
Total fixed income securities with an unrealized loss $ 6,566 $ ( 629 ) $ 3,542 $ ( 717 ) $ 10,108 $ ( 1,346 )
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Preneed cemetery trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Investment income $ 2,175 $ 2,147 $ 2,219
Realized gains 8,922 18,321 10,619
Realized losses ( 5,090 ) ( 6,626 ) ( 2,548 )
Unrealized gains (losses), net 5,515 6,047 ( 9,661 )
Expenses and taxes ( 1,354 ) ( 1,715 ) ( 1,748 )
Net change in deferred preneed cemetery receipts held in trust ( 10,168 ) ( 18,174 ) 1,119
$ — $ — $ —
Purchases and sales of investments in the preneed cemetery trusts are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Purchases $ ( 48,824 ) $ ( 41,414 ) $ ( 8,336 )
Sales 41,178 43,265 8,248
Preneed Funeral Trust Investments
Preneed funeral trust investments represent trust fund assets that we are permitted to withdraw as services and merchandise are provided to customers. Preneed funeral contracts are secured by payments from customers, less retained amounts not required to be deposited into trust.
The components of Preneed funeral trust investments on our Consolidated Balance Sheet are as follows (in thousands):
December 31, 2021 December 31, 2022
Preneed funeral trust investments, at market value $ 116,973 $ 107,995
Less: allowance for contract cancellation ( 3,315 ) ( 3,442 )
Preneed funeral trust investments $ 113,658 $ 104,553
The cost and market values associated with preneed funeral trust investments at December 31, 2022 are detailed below (in thousands):
Fair Value Hierarchy Level Cost Unrealized
Gains Unrealized
Losses Fair Market Value
Cash and money market accounts 1 $ 29,641 $ — $ — $ 29,641
Fixed income securities:
U. S. treasury debt 1 484 — ( 45 ) 439
Foreign debt 2 10,851 818 ( 555 ) 11,114
Corporate debt 2 12,735 89 ( 3,443 ) 9,381
Preferred stock 2 10,730 391 ( 1,564 ) 9,557
Common stock 1 36,478 4,485 ( 5,187 ) 35,776
Mutual funds:
Equity 1 326 — ( 30 ) 296
Fixed income 2 9,907 9 ( 2,691 ) 7,225
Other investments 2 3,592 — — 3,592
Trust securities $ 114,744 $ 5,792 $ ( 13,515 ) $ 107,021
Accrued investment income $ 974 $ 974
Preneed funeral trust investments $ 107,995
Market value as a percentage of cost 93.3 %
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
Due in one year or less $ 1,057
Due in one to five years 7,203
Due in five to ten years 5,428
Thereafter 16,803
Total fixed income securities $ 30,491
The cost and market values associated with preneed funeral trust investments at December 31, 2021 are detailed below (in thousands):
Fair Value Hierarchy Level Cost Unrealized
Gains Unrealized
Losses Fair Market Value
Cash and money market accounts 1 $ 23,438 $ — $ — $ 23,438
Fixed income securities:
Foreign debt 2 14,936 1,874 ( 887 ) 15,923
Corporate debt 2 11,231 1,223 ( 46 ) 12,408
Preferred stock 2 11,001 986 ( 319 ) 11,668
Common stock 1 36,694 6,417 ( 3,574 ) 39,537
Mutual funds:
Equity 1 26 7 — 33
Fixed income 2 9,396 454 ( 470 ) 9,380
Other investments 2 3,754 — — 3,754
Trust securities $ 110,476 $ 10,961 $ ( 5,296 ) $ 116,141
Accrued investment income $ 832 $ 832
Preneed funeral trust investments $ 116,973
Market value as a percentage of cost 105.1 %
The following table summarizes our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at December 31, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2022
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
Fair market value Unrealized Losses Fair market value Unrealized Losses Fair market value Unrealized Losses
Fixed income securities:
U.S. treasury debt $ 439 $ ( 45 ) $ — $ — $ 439 $ ( 45 )
Foreign debt 4,766 ( 274 ) 626 ( 281 ) 5,392 ( 555 )
Corporate debt 6,742 ( 3,248 ) 506 ( 195 ) 7,248 ( 3,443 )
Preferred stock 5,908 ( 1,099 ) 2,261 ( 465 ) 8,169 ( 1,564 )
Total fixed income securities with an unrealized loss $ 17,855 $ ( 4,666 ) $ 3,393 $ ( 941 ) $ 21,248 $ ( 5,607 )
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at December 31, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2021
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
Fair market value Unrealized Losses Fair market value Unrealized Losses Fair market value Unrealized Losses
Fixed income securities:
Foreign debt $ 4,251 $ ( 509 ) $ 548 $ ( 378 ) $ 4,799 $ ( 887 )
Corporate debt 965 ( 46 ) — — 965 ( 46 )
Preferred stock 1,211 ( 58 ) 2,710 ( 261 ) 3,921 ( 319 )
Total fixed income securities with an unrealized loss $ 6,427 $ ( 613 ) $ 3,258 $ ( 639 ) $ 9,685 $ ( 1,252 )
Preneed funeral trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Investment income $ 1,907 $ 1,747 $ 1,700
Realized gains 9,441 17,091 9,446
Realized losses ( 4,677 ) ( 6,155 ) ( 2,301 )
Unrealized gains (losses), net 5,555 5,665 ( 7,723 )
Expenses and taxes ( 878 ) ( 1,221 ) 958
Net change in deferred preneed funeral receipts held in trust ( 11,348 ) ( 17,127 ) ( 2,080 )
$ — $ — $ —
Purchases and sales of investments in the preneed funeral trusts are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Purchases $ ( 47,315 ) $ ( 38,175 ) $ ( 6,239 )
Sales 43,270 40,658 7,419
Cemetery Perpetual Care Trust Investments
Care trusts’ corpus on our Consolidated Balance Sheet represent the corpus of those trusts plus undistributed income. The components of Care trusts’ corpus are as follows (in thousands):
December 31, 2021 December 31, 2022
Cemetery perpetual care trust investments, at market value $ 72,400 $ 66,307
Obligations due from trust ( 1,244 ) ( 812 )
Care trusts’ corpus $ 71,156 $ 65,495
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table reflects the cost and market values associated with the trust investments held in perpetual care trust funds at December 31, 2022 (in thousands):
Fair Value Hierarchy Level Cost Unrealized
Gains Unrealized
Losses Fair Market Value
Cash and money market accounts 1 $ 5,326 $ — $ — $ 5,326
Fixed income securities:
Foreign debt 2 8,746 600 ( 470 ) 8,876
Corporate debt 2 10,540 118 ( 2,961 ) 7,697
Preferred stock 2 9,831 287 ( 1,374 ) 8,744
Common stock 1 28,625 3,443 ( 4,297 ) 27,771
Mutual funds:
Equity 1 345 2 ( 22 ) 325
Fixed income 2 9,046 26 ( 2,310 ) 6,762
Trust securities $ 72,459 $ 4,476 $ ( 11,434 ) $ 65,501
Accrued investment income $ 806 $ 806
Cemetery perpetual care investments $ 66,307
Market value as a percentage of cost 90.4 %
The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
Due in one year or less $ 776
Due in one to five years 5,361
Due in five to ten years 4,332
Thereafter 14,848
Total fixed income securities $ 25,317
The following table reflects the cost and market values associated with the trust investments held in perpetual care trust funds at December 31, 2021 (in thousands):
Fair Value Hierarchy Level Cost Unrealized
Gains Unrealized
Losses Fair Market Value
Cash and money market accounts 1 $ 1,447 $ — $ — $ 1,447
Fixed income securities:
Foreign debt 2 10,949 1,401 ( 647 ) 11,703
Corporate debt 2 9,139 1,065 ( 32 ) 10,172
Preferred stock 2 9,742 803 ( 226 ) 10,319
Common stock 1 27,853 4,990 ( 3,008 ) 29,835
Mutual funds:
Equity 1 19 5 — 24
Fixed income 2 8,141 530 ( 460 ) 8,211
Trust securities $ 67,290 $ 8,794 $ ( 4,373 ) $ 71,711
Accrued investment income $ 689 $ 689
Cemetery perpetual care investments $ 72,400
Market value as a percentage of cost 106.6 %
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes our fixed income securities (excluding mutual funds) within our perpetual care trust investment in an unrealized loss position at December 31, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2022
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
Fair market value Unrealized Losses Fair market value Unrealized Losses Fair market value Unrealized Losses
Fixed income securities:
Foreign debt $ 4,123 $ ( 218 ) $ 554 $ ( 252 ) $ 4,677 $ ( 470 )
Corporate debt 5,413 ( 2,818 ) 371 ( 143 ) 5,784 ( 2,961 )
Preferred stock 6,066 ( 1,032 ) 1,659 ( 342 ) 7,725 ( 1,374 )
Total fixed income securities with an unrealized loss $ 15,602 $ ( 4,068 ) $ 2,584 $ ( 737 ) $ 18,186 $ ( 4,805 )
The following table summarizes our fixed income securities within our perpetual care trust investment in an unrealized loss position at December 31, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2021
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
Fair market value Unrealized Losses Fair market value Unrealized Losses Fair market value Unrealized Losses
Fixed income securities:
Foreign debt $ 2,649 $ ( 321 ) $ 468 $ ( 326 ) $ 3,117 $ ( 647 )
Corporate debt 846 ( 32 ) — — 846 ( 32 )
Preferred stock 856 ( 41 ) 1,917 ( 185 ) 2,773 ( 226 )
Total fixed income securities with an unrealized loss $ 4,351 $ ( 394 ) $ 2,385 $ ( 511 ) $ 6,736 $ ( 905 )
Perpetual care trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Realized gains $ 2,602 $ 2,474 $ 1,454
Realized losses ( 1,695 ) ( 950 ) ( 309 )
Unrealized gains (losses), net 4,355 4,421 ( 6,958 )
Net change in care trusts’ corpus ( 5,262 ) ( 5,945 ) 5,813
Total $ — $ — $ —
Perpetual care trust investment security transactions recorded in Other revenue are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Investment income $ 8,461 $ 10,443 $ 11,425
Realized losses ( 387 ) ( 118 ) ( 2,427 )
Total $ 8,074 $ 10,325 $ 8,998
Purchases and sales of investments in the perpetual care trusts are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Purchases $ ( 38,168 ) $ ( 28,317 ) $ ( 4,872 )
Sales 34,316 29,829 5,444
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. RECEIVABLES FROM PRENEED FUNERAL TRUSTS
Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost. Receivables from preneed funeral trusts are as follows (in thousands):
December 31, 2021 December 31, 2022
Preneed funeral trust funds, at cost $ 19,597 $ 20,594
Less: allowance for contract cancellation ( 588 ) ( 618 )
Receivables from preneed funeral trusts, net $ 19,009 $ 19,976
The following summary reflects the composition of the assets held in trust and controlled by third parties to satisfy our future obligations related to the underlying preneed funeral contracts at December 31, 2021 and 2022. The cost basis includes reinvested interest and dividends that have been earned on the trust assets. Fair value includes unrealized gains and losses on trust assets.
The composition of the preneed trust funds at December 31, 2022 is as follows (in thousands):
Historical
Cost Basis Fair Value
As of December 31, 2022
Cash and cash equivalents $ 6,071 $ 6,071
Fixed income investments 11,795 11,795
Mutual funds and common stocks 2,725 2,440
Annuities 3 3
Total $ 20,594 $ 20,309
The composition of the preneed trust funds at December 31, 2021 is as follows (in thousands):
Historical
Cost Basis Fair Value
As of December 31, 2021
Cash and cash equivalents $ 5,595 $ 5,595
Fixed income investments 11,386 11,386
Mutual funds and common stocks 2,611 2,682
Annuities 5 5
Total $ 19,597 $ 19,668
9. CONTRACTS FUNDED BY INSURANCE
When preneed funeral contracts are funded through third-party insurance policies, we earn a commission on the sale of the policies. Insurance commissions are subject to refund (charge-back) if the preneed policy is cancelled within a year or if there is an imminent death of beneficiary before the first year anniversary of the policy. We record these insurance commissions as Other revenue when the commission is no longer subject to refund, which is typically one year after the policy is issued. All selling costs incurred pursuant to the sale of the insurance funded preneed contracts are expensed as incurred.
Generally, at the time of the sale of either the preneed insurance or preneed trust contract, the intent is that the beneficiary has made a commitment to assign the proceeds to us for the fulfillment of the service and merchandise obligations on the preneed contract at the time of need. However, this commitment is generally revocable and the proceeds from the policy are portable, so the customer can choose to use an alternative provider at the time of need.
Preneed funeral contracts to be funded at maturity by third-party insurance policies totaled $ 403.3 million and $ 419.5 million at December 31, 2021 and 2022, respectively, and are not recorded as assets or liabilities on our Consolidated Balance Sheet.
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. FAIR VALUE MEASUREMENTS
We evaluated our financial assets and liabilities for those that met the criteria of the disclosure requirements and fair value framework. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate the fair values of those instruments due to the short-term nature of the instruments. The fair values of our receivables on preneed cemetery contracts are impracticable to estimate because of the lack of a trading market and the diverse number of individual contracts with varying terms. Our acquisition debt and Credit Facility (as defined in Note 12) and Senior Notes (as defined in Note 14) are classified within Level 2 of the Fair Value Measurements hierarchy.
At December 31, 2022, the carrying value and fair value of our Credit Facility was $ 190.7 million. We believe that our Credit Facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and therefore, the carrying value of our Credit Facility approximates fair value. We estimate the fair value of our acquisition debt utilizing an income approach, which uses a present value calculation to discount payments based on current market rates as of the reporting date. At December 31, 2022, the carrying value of our acquisition debt was $ 4.0 million, which approximated its fair value. The fair value of our Senior Notes was $ 322.3 million at December 31, 2022 based on the last traded or broker quoted price.
We identified investments in fixed income securities, common stock and mutual funds presented within the preneed and perpetual care trust investments categories on our Consolidated Balance Sheet as having met the criteria for fair value measurement. Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost.
The following three-level valuation hierarchy based upon the transparency of inputs is utilized in the measurement and valuation of financial assets or liabilities as of the measurement date:
• Level 1—Fair value of securities based on unadjusted quoted prices for identical assets or liabilities in active markets. Our investments classified as Level 1 securities include cash, U.S. treasury debt, common stock and equity mutual funds;
• Level 2—Fair value of securities estimated based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation. These inputs include interest rates, yield curves, credit risk, prepayment speeds, rating and tax-exempt status. Our investments classified as Level 2 securities include U.S. agency obligations, foreign debt, corporate debt, preferred stocks, certificates of deposit and fixed income mutual funds and other investments.
• Level 3—Unobservable inputs based upon the reporting entity’s internally developed assumptions, which market participants would use in pricing the asset or liability. As of December 31, 2021 and 2022, we did not have any assets that had fair values determined by Level 3 inputs and no liabilities measured at fair value.
See Notes 7 and 8 to our Consolidated Financial Statements for the fair value hierarchy levels of our trust investments.
11. INTANGIBLE AND OTHER NON-CURRENT ASSETS
Intangible and other non-current assets are as follows (in thousands):
December 31, 2021 December 31, 2022
Tradenames $ 23,565 $ 25,610
Capitalized commissions on preneed contracts, net of accumulated amortization
of $ 2,278 and $ 2,990 , respectively
3,560 4,048
Prepaid agreements not-to-compete, net of accumulated amortization of $ 3,316 and $ 3,515 , respectively
2,247 1,877
Internal-use software, net of accumulated amortization of $ 200
— 1,271
Other 6 124
Intangible and other non-current assets, net $ 29,378 $ 32,930
Tradenames
During the year ended December 31, 2022, we increased the value of our tradenames by $ 2.0 million related to our 2022 acquisitions described in Note 3 to the Consolidated Financial Statements.
See Notes 1 and 3 to the Consolidated Financial Statements for a discussion of the methodology used for our indefinite lived intangible asset impairment test and discussion of our acquisitions, respectively.
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Capitalized Commissions
Amortization expense was $ 580,000 , $ 640,000 and $ 712,000 for the years ended December 31, 2020, 2021 and 2022, respectively.
Prepaid Agreements
Prepaid agreements not-to-compete are amortized over the term of the respective agreements, generally ranging from one to ten years . Amortization expense was $ 719,000 , $ 645,000 and $ 574,000 for the years ended December 31, 2020, 2021 and 2022, respectively.
Internal-use Software
Internal-use software is typically amortized on a straight-line basis over five years . Amortization expense was $ 200,000 for the year ended December 31, 2022.
The aggregate amortization expense for our capitalized commissions, prepaid agreements and internal-use software as of December 31, 2022 is as follows (in thousands):
Capitalized Commissions Prepaid Agreements Internal-use Software
Years ending December 31,
2023 $ 742 $ 536 $ 314
2024 681 391 283
2025 616 382 226
2026 549 267 221
2027 484 147 220
Thereafter 976 154 7
Total amortization expense $ 4,048 $ 1,877 $ 1,271
12. CREDIT FACILITY AND ACQUISITION DEBT
At December 31, 2022, our senior secured revolving credit facility (as previously amended, including the Second Credit Facility Amendment and Third Credit Facility Amendment, the “Credit Facility”) was comprised of: (i) a $ 250.0 million senior secured revolving credit facility, including a $ 15.0 million subfacility for letters of credit and a $ 10.0 million swingline, and (ii) an accordion or incremental option allowing for future increases in the facility size by an additional amount of up to $ 75.0 million in the aggregate in the form of increased revolving commitments or incremental term loans.
On May 27, 2022, we entered into a second amendment and commitment increase (the “Second Credit Facility Amendment”) to our Credit Facility with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent. The Second Credit Facility Amendment provided, among other things, for (i) an increase to the Revolving Credit Commitments (as defined in the Credit Facility) from $ 200.0 million to $ 250.0 million in the aggregate; (ii) modifications to the definitions of “Applicable Rate” and “Applicable Fee Rate” to change the applicable rates and pricing levels set forth in each pricing grid; (iii) the establishment of the BSBY as a benchmark rate and the removal of LIBOR; (iv) an increase in the maximum Total Leverage Ratio (as defined in the Credit Facility) to 5.25 to 1.00; and (v) modifications to the restricted payments covenant to allow us to make additional stock repurchases, subject to the satisfaction of certain conditions therein. We incurred $ 0.3 million in transactions costs related to the Second Credit Facility Amendment, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.
On December 9, 2022, we entered into a third amendment (the “Third Credit Facility Amendment”), to our Credit Facility with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent. The Third Credit Facility Amendment provides, among other things, for (i) modifications to the definitions of “Applicable Rate” and “Applicable Fee Rate” to change the applicable rates and pricing levels set forth in each pricing grid; (ii) an increase in the maximum Total Leverage Ratio (as defined in the Credit Facility) covenant as follows: a Total Leverage Ratio not to exceed (a) 6.00 to 1.00 from the effective date of the Third Credit Facility Amendment through the quarter ended June 30, 2023, (b) 5.75 to 1.00 for the quarters ended September 30, 2023, and December 31, 2023, (c) 5.50 to 1.00 for the quarters ended March 31, 2024 and June 30, 2024, (d) 5.25 to 1.00 for the quarter ended September 30, 2024, and (e) 5.00 and 1.00 for the quarter ended December 31, 2024 and each quarter ended thereafter; (iii) modifications to the permitted investments covenant, relating to the Company’s ability to make certain acquisitions, subject to the satisfaction of certain conditions therein; (iv) modifications to the restricted payments covenant related to the Company’s ability to make stock repurchases, subject to the satisfaction of certain conditions therein; and (v) a modification to the Total Leverage Ratio level which constitutes a Real Property Collateral Trigger Event (as defined in the Credit Facility). The final maturity of the Credit Facility will occur on May 13, 2026.
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Prior to the execution of the Third Credit Facility Amendment, we recognized a loss on the write-off of $ 0.2 million in unamortized debt issuance costs, which was recorded in Loss on extinguishment of debt . We also incurred $ 0.6 million in transactions costs related to the execution of the Third Credit Facility Amendment, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.
Our obligations under the Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the Senior Notes (as defined in Note 14) and certain of our subsequently acquired or organized domestic subsidiaries (collectively, the “Subsidiary Guarantors”).
The Credit Facility contains customary affirmative covenants, including, but not limited to, covenants with respect to the use of proceeds, payment of taxes and other obligations, continuation of the Company’s business and the maintenance of existing rights and privileges, the maintenance of property and insurance, amongst others.
In addition, the Credit Facility also contains customary negative covenants, including, but not limited to, covenants that restrict (subject to certain exceptions) the ability of the Company and the Subsidiary Guarantors to incur indebtedness, grant liens, make investments, engage in mergers and acquisitions, and pay dividends and other restricted payments, and certain financial maintenance covenants. At December 31, 2022, we were subject to the following financial covenants under our Credit Facility: (A) a Total Leverage Ratio not to exceed 6.00 to 1.00 and (B) a Fixed Charge Coverage Ratio (as defined in the Credit Facility) of not less than 1.20 to 1.00 as of the end of any period of four consecutive fiscal quarters. These financial maintenance covenants are calculated for the Company and its subsidiaries on a consolidated basis. We were in compliance with all of the covenants contained in our Credit Facility at December 31, 2022.
Our Credit Facility and acquisition debt consisted of the following (in thousands):
December 31, 2021 December 31, 2022
Credit Facility $ 155,400 $ 190,700
Debt issuance costs, net of accumulated amortization of $ 1,324 and $ 1,926 , respectively
( 1,543 ) ( 1,864 )
Total Credit Facility $ 153,857 $ 188,836
Acquisition debt $ 4,500 $ 3,993
Less: current portion ( 521 ) ( 555 )
Total acquisition debt, net of current portion $ 3,979 $ 3,438
At December 31, 2022, we had outstanding borrowings under the Credit Facility of $ 190.7 million. We also had one letter of credit for $ 2.3 million under the Credit Facility. The letter of credit will expire on November 27, 2023 and is expected to automatically renew annually and secures our obligations under our various self-insured policies. At December 31, 2022, we had $ 57.0 million of availability under the Credit Facility.
Outstanding borrowings under our Credit Facility bear interest at a prime rate or a BSBY rate, plus an applicable margin based on our leverage ratio. At December 31, 2022, the prime rate margin was equivalent to 2.375 % and the BSBY rate margin was 3.375 %. The weighted average interest rate on our Credit Facility was 3.8 % and 4.0 % for the years ended December 31, 2021 and 2022, respectively.
We have no material assets or operations independent of the Subsidiary Guarantors, as all of our assets and operations are held and conducted by the Subsidiary Guarantors. Additionally, we do not currently have any significant restrictions on our ability to receive dividends or loans from any Subsidiary Guarantors.
The interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Credit Facility interest expense $ 3,738 $ 1,820 $ 7,105
Credit Facility amortization of debt issuance costs 482 380 412
Acquisition debt consists of deferred purchase price and promissory notes payable to sellers. A majority of the deferred purchase price and notes bear no interest and are discounted at imputed interest rates ranging from 7.3 % to 10.0 %. Original maturities typically range from five to twenty years .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The imputed interest expense related to our acquisition debt is as follows (in thousands):
Years ended December 31,
2020 2021 2022
Acquisition debt imputed interest expense $ 489 $ 364 $ 311
The aggregate maturities of our Credit Facility and acquisition debt for the next five years subsequent to December 31, 2022 and thereafter, excluding debt issuance costs, are as follows (in thousands):
Credit Facility Acquisition Debt
Years ending December 31,
2023 $ — $ 825
2024 — 772
2025 — 772
2026 190,700 325
2027 — 325
Thereafter — 2,681
Total Credit Facility and acquisition debt $ 190,700 $ 5,700
Less: Interest — ( 1,707 )
Present value of Credit Facility and acquisition debt $ 190,700 $ 3,993
13. CONVERTIBLE SUBORDINATED NOTES
During the year ended December 31, 2021, we converted $ 2.4 million in aggregate principal amount of our 2.75 % convertible subordinated notes due 2021 (the “Convertible Notes”) held by certain holders for $ 3.8 million in cash and recorded $ 1.4 million for the reacquisition of the equity component. The Convertible Notes matured on March 15, 2021, at which time all Convertible Notes outstanding, $ 0.2 million in aggregate principal amount, were paid in full in cash at par value. Therefore, no Convertible Notes remain outstanding at December 31, 2021 and 2022.
The interest expense and accretion of debt discount and debt issuance costs related to our Convertible Notes are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Convertible Notes interest expense $ 149 $ 18 $ —
Convertible Notes accretion of debt discount 216 20 —
Convertible Notes amortization of debt issuance costs 20 1 —
The effective interest rate on the unamortized debt discount and debt issuance costs for the year ended December 31, 2021 was 3.1 % .
14. SENIOR NOTES
At December 31, 2022, we had $ 400.0 million in aggregate principal amount of 4.25 % Senior Notes due 2029 (the “Senior Notes”) and related guarantees by the Subsidiary Guarantors, which were issued in a private offering under Rule 144A and Regulation S of the Securities Act.
The Senior Notes were issued under an indenture, dated as of May 13, 2021 (the “Indenture”), among the Company, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee (“Collateral Trustee”). The Senior Notes are unsecured, senior obligations and are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by each of the Subsidiary Guarantors. The Senior Notes mature on May 15, 2029, unless earlier redeemed or purchased and bear interest at 4.25 % per year, which is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021.
We may redeem the Senior Notes, in whole or in part, at the redemption price of 102.13 % on or after May 15, 2024, 101.06 % on or after May 15, 2025 and 100 % on or after May 15, 2026, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time before May 15, 2024, we may also redeem all or part of the Senior Notes at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. In addition, before May 15, 2024, we may redeem up to 40 % of the aggregate principal amount of the Senior Notes outstanding using an amount of cash equal to the net proceeds of certain equity offerings, at a price of 104.25 % of the principal amount of
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
the Senior Notes, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption; provided that (1) at least 50 % of the aggregate principal amount of the Senior Notes (including any additional Senior Notes) outstanding under the Indenture remain outstanding immediately after the occurrence of such redemption (unless all Senior Notes are redeemed concurrently), and (2) each such redemption must occur within 180 days of the date of the consummation of any such equity offering.
If a “change of control” occurs, holders of the Senior Notes will have the option to require us to purchase for cash all or a portion of their Senior Notes at a price equal to 101 % of the principal amount of the Senior Notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the Senior Notes at a price equal to 100 % of the principal amount of the Senior Notes, plus accrued and unpaid interest.
The Indenture contains restrictive covenants limiting our ability and our Restricted Subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on certain assets to secure debt, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, sell assets, agree to certain restrictions on the ability of Restricted Subsidiaries to make payments to us, consolidate, merge, sell or otherwise dispose of all or substantially all assets, or engage in transactions with affiliates. The Indenture also contains customary events of default.
The debt discount and the debt issuance costs are being amortized using the effective interest method over the remaining term of 77 months of the Senior Notes. The effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the Senior Notes for both the years ended December 31, 2021 and 2022 was 4.42 % and 4.30 %, respectively.
The carrying value of our Senior Notes is reflected on our Consolidated Balance Sheet as follows (in thousands):
December 31, 2021 December 31, 2022
Long-term liabilities:
Principal amount $ 400,000 $ 400,000
Debt discount, net of accumulated amortization of $ 301 and $ 794 , respectively
( 4,199 ) ( 3,706 )
Debt issuance costs, net of accumulated amortization of $ 86 and $ 226 , respectively
( 1,191 ) ( 1,051 )
Carrying value of the Senior Notes $ 394,610 $ 395,243
The fair value of the Senior Notes, which are Level 2 measurements, was $ 322.3 million at December 31, 2022.
The interest expense and amortization of debt discount, debt premium and debt issuance costs related to our Senior Notes are as follows (in thousands):
Years ended December 31,
2020 2021 2022
Senior Notes interest expense $ 26,500 $ 21,767 $ 16,980
Senior Notes amortization of debt discount 528 504 493
Senior Notes amortization of debt premium 221 85 —
Senior Notes amortization of debt issuance costs 280 195 140
The aggregate maturities of our Senior Notes for the next five years subsequent to December 31, 2022 and thereafter are as follows (in thousands):
Principal Maturity Discount Amortization Carrying
Value
Years ending December 31,
2023 $ — $ ( 515 ) $ ( 515 )
2024 — ( 539 ) ( 539 )
2025 — ( 563 ) ( 563 )
2026 — ( 588 ) ( 588 )
2027 — ( 615 ) ( 615 )
Thereafter 400,000 ( 886 ) 399,114
Total $ 400,000 $ ( 3,706 ) $ 396,294
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. LEASES
Our lease obligations consist of operating and finance leases related to real estate and equipment. The components of lease cost are as follows (in thousands):
Years Ended December 31,
Income Statement Classification 2020 2021 2022
Operating lease cost Facilities and grounds expense (1)
$ 3,795 $ 3,762 $ 3,375
Short-term lease cost Facilities and grounds expense (1)
185 193 329
Variable lease cost Facilities and grounds expense (1)
39 160 324
Finance lease cost:
Depreciation of leased assets Depreciation and amortization (2)
$ 439 $ 438 $ 438
Interest on lease liabilities Interest expense 496 471 442
Total finance lease cost 935 909 880
Total lease cost $ 4,954 $ 5,024 $ 4,908
(1) Facilities and grounds expense is included within Cost of service and General, administrative and other on our Consolidated Statements of Operations.
(2) Depreciation and amortization expense is included within Field depreciation expense and General, administrative and other on our Consolidated Statements of Operations.
Supplemental cash flow information related to our leases is as follows (in thousands):
Years Ended December 31,
2020 2021 2022
Cash paid for operating leases included in operating activities $ 3,383 $ 3,822 $ 3,671
Cash paid for finance leases included in financing activities 828 835 868
Right-of-use assets obtained in exchange for new leases are as follows (in thousands):
Years Ended December 31,
2021 2022
Right-of-use assets obtained in exchange for new operating lease liabilities $ ( 1,313 ) $ 674
Right-of-use assets obtained in exchange for new finance lease liabilities — —
During the year ended December 31, 2021, we received a leasehold improvement allowance of $ 1.4 million for the renovation of our home office space in Houston, Texas from our lessor. We recorded a leasehold improvement asset as property, plant and equipment and reduced our right-of-use asset by $ 1.4 million. The leasehold improvement allowance will be recognized prospectively by ratably reducing the lease expense over the remaining lease term.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Supplemental balance sheet information related to leases is as follows (in thousands):
Lease Type Balance Sheet Classification December 31, 2021 December 31, 2022
Operating lease right-of-use assets Operating lease right-of-use assets $ 17,881 $ 17,060
Finance lease right-of-use assets Property, plant and equipment, net 6,770 6,770
Accumulated depreciation Property, plant and equipment, net ( 2,443 ) ( 2,881 )
Finance lease right-of-use assets, net $ 4,327 $ 3,889
Operating lease current liabilities Current portion of operating lease obligations $ 1,913 $ 2,203
Finance lease current liabilities Current portion of finance lease obligations 375 414
Total current lease liabilities $ 2,288 $ 2,617
Operating lease non-current liabilities Obligations under operating leases, net of current portion $ 18,520 $ 17,315
Finance lease non-current liabilities Obligations under finance leases, net of current portion 5,157 4,743
Total non-current lease liabilities $ 23,677 $ 22,058
Total lease liabilities $ 25,965 $ 24,675
The average lease terms and discount rates at December 31, 2022 are as follows:
Weighted-average remaining lease term (years) Weighted-average discount rate
Operating leases 8.8 8.1 %
Finance leases 11.4 8.2 %
The aggregate future lease payments for non-cancelable operating and finance leases at December 31, 2022 are as follows (in thousands):
Operating Finance
Lease payments due:
2023 $ 3,687 $ 870
2024 3,660 791
2025 3,379 736
2026 3,274 746
2027 3,201 746
Thereafter 9,916 4,063
Total lease payments $ 27,117 $ 7,952
Less: Interest ( 7,599 ) ( 2,795 )
Present value of lease liabilities $ 19,518 $ 5,157
At December 31, 2022, we had no significant operating or finance leases that had not yet commenced .
16. COMMITMENTS AND CONTINGENCIES
Non-Compete, Consulting and Employment Agreements
We have various non-compete agreements with former owners and employees. These agreements are generally for one to ten years and provide for periodic future payments over the term of the agreements.
We have various consulting agreements with former owners of businesses we have acquired. Payments for such agreements are generally not made in advance. These agreements are generally for one to five years and provide for bi-weekly or monthly payments.
We have employment agreements with our executive officers. These agreements are generally for three to five years and provide for participation in various incentive compensation arrangements. These agreements generally renew automatically on
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
an annual basis after their initial term has expired, with the exception of our Chairman of the Board and Chief Executive Officer, which does not renew after the current term expiring in February 2028.
At December 31, 2022, the maximum estimated future cash commitments under these agreements with remaining commitment terms, and with original terms of more than one year, are as follows (in thousands):
Non-Compete Consulting Employment (a)
Total
Years ending December 31,
2023 $ 2,473 $ 950 $ 4,771 $ 8,194
2024 1,842 526 4,660 7,028
2025 1,469 348 3,290 5,107
2026 1,026 235 1,300 2,561
2027 546 75 1,000 1,621
Thereafter 621 95 125 841
Total $ 7,977 $ 2,229 $ 15,146 $ 25,352
(a) Melvin C. Payne, our Chairman of the Board and Chief Executive Officer, has an employment agreement that does not renew after the initial term.
Defined Contribution Plan
We sponsor a defined contribution plan, a 401K plan, for the benefit of our employees. Matching contributions and plan administrative expenses totaled $ 2.3 million, $ 2.5 million and $ 2.8 million during the years ended December 31, 2020, 2021 and 2022, respectively. We do not offer any post-retirement or post-employment benefits.
Litigation
We are a party to various litigation matters and proceedings. For each of our outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, and the likelihood of an unfavorable outcome. If we determine that an unfavorable outcome is probable and can be reasonably estimated, we establish the necessary accruals. We hold certain insurance policies that may reduce cash outflows with respect to an adverse outcome of certain of these litigation matters.
17. INCOME TAXES
The provision for income taxes consisted of the following (in thousands):
Years Ended December 31,
2020 2021 2022
Current:
U. S. federal provision $ 1,778 $ 8,848 $ 9,490
State provision 2,177 2,989 3,287
Total current provision $ 3,955 $ 11,837 $ 12,777
Deferred:
U. S. federal provision (benefit) $ 3,994 $ ( 452 ) $ 1,723
State provision (benefit) 603 ( 240 ) 1,313
Total deferred provision (benefit) $ 4,597 $ ( 692 ) $ 3,036
Total income tax provision $ 8,552 $ 11,145 $ 15,813
78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
A reconciliation of income taxes calculated at the U.S. federal statutory rate to those reflected in the Consolidated Statements of Operations is as follows (dollars in thousands):
Years Ended December 31,
2020 2021 2022
Amount Percent Amount Percent Amount Percent
Federal statutory rate $ 5,175 21.0 % $ 9,304 21.0 % $ 12,000 21.0 %
Effect of state income taxes, net of federal benefit 2,080 8.4 2,180 4.9 3,630 6.3
Effect of non-deductible expenses and other, net 460 1.9 ( 423 ) ( 1.0 ) 59 0.1
Effect of divestitures and impairment of businesses 846 3.4 103 0.2 138 0.2
Change in valuation allowance, net of federal benefit ( 9 ) — ( 19 ) — ( 14 ) —
Total $ 8,552 34.7 % $ 11,145 25.1 % $ 15,813 27.6 %
We are subject to taxation in the United States and various states. As of December 31, 2022, tax years 2013 to 2020 are subject to examination by taxing authorities.
On May 10, 2017, we filed amended federal returns for the tax years ended December 31, 2013, 2014 and 2015, which generated refunds of $ 1.9 million. The amended returns are under audit and as a result, the administrative processing of the carryback claims currently under audit requires that the statute for tax years 2013 to 2015 remain open.
In connection with the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020 in response to the COVID-19 pandemic, we filed a claim for a refund on June 30, 2020, to carryback the net operating losses (“NOLs”) generated in the tax year ended December 31, 2018. The CARES Act, among other things, permits NOLs incurred in taxable years beginning after December 31, 2017 and before January 1, 2021, to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes in which the enacted federal rate was 35%. The refund claim for $ 7.0 million from the 2018 tax year was received on August 7, 2021. As our refund claim filed for tax year 2018 exceeded $5.0 million, our 2018 federal return is under audit by the Internal Revenue Service (“IRS”), as required in order to receive Joint Committee approval.
An additional carryback claim for a refund was filed on November 3, 2020 for the tax year ended December 31, 2019, for $ 1.2 million not yet received. On December 4, 2020, we filed an amended federal return for the tax year ended December 31, 2018, in order to take full advantage of the CARES Act legislative changes, which resulted in an additional carryback refund claim of $ 0.8 million not yet received, which will be processed as part of the Joint Committee review of the 2018 carryback claim.
On October 11, 2021, we received an adverse ruling from the IRS for the accounting method change filed in 2018 for revenue recognition of cemetery property. Upon receiving the adverse ruling on the revenue recognition of cemetery property accounting method change, we filed an automatic method change on Form 3115, to adopt the IRS’ preferred revenue recognition method for cemetery property. The accounting method change application was submitted under the “three-month window” rule, which would grant audit protection for the cumulative effect of the adverse ruling for revenue recognition of cemetery property, at the discretion of the IRS agent conducting the audit. As uncertainty exists involving audit protection of the net operating loss carrybacks under IRS audit, a reserve for the unrecognized tax benefit was recorded for the benefit derived from carrying back losses to tax years with a higher effective tax rates than the current 21% rate.
On March 2, 2022, the IRS indicated the non-automatic method change filed for deferred revenue recognition for cemetery merchandise and services met the requirements to be filed as an automatic method change. As such, on March 31, 2022, we submitted Form 3115 to request the automatic method change and recorded a $ 0.5 million reduction to the reserve for uncertain tax positions.
79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The tax effects of temporary differences from total operations that give rise to significant deferred tax assets and liabilities are as follows (in thousands):
Years Ended December 31,
2021 2022
Deferred income tax assets:
Net operating loss carryforwards $ 1,268 $ 839
Interest expense limitation 2,777 3,506
Tax credit carryforwards 88 75
State depreciation 1,195 1,297
Accrued and other liabilities 7,552 8,606
Amortization of non-compete agreements 1,172 1,213
Prepaid assets 616 —
Total deferred income tax assets 14,668 15,536
Less valuation allowance ( 198 ) ( 181 )
Total deferred income tax assets $ 14,470 $ 15,355
Deferred income tax liabilities:
Depreciation and amortization $ ( 56,030 ) $ ( 61,432 )
Preneed liabilities ( 4,224 ) ( 2,582 )
Prepaid assets — ( 161 )
Total deferred income tax liabilities ( 60,254 ) ( 64,175 )
Total net deferred tax liabilities $ ( 45,784 ) $ ( 48,820 )
Our deferred tax assets and liabilities, along with related valuation allowances, are classified as non-current on our Consolidated Balance Sheet at December 31, 2021 and 2022.
We record a valuation allowance to reflect the estimated amount of deferred tax assets for which realization is uncertain. Management reviews the valuation allowance at the end of each quarter and makes adjustments if it is determined that it is more-likely-than not that the tax benefits will be realized. We recognized an immaterial net decrease in our valuation allowance during 2021 and 2022.
For state reporting purposes, we have $ 17.3 million of net operating loss carryforwards that will expire between 2023 and 2041, if not utilized. Based on management’s assessment of the various state net operating losses, it was determined that it is more-likely-than not that we will be able to realize tax benefits on some portion of the amount of the state losses. The valuation allowance at December 31, 2022 was attributable to the deferred tax asset related to a portion of the state operating losses.
We analyze tax benefits for uncertain tax positions and how they are to be recognized, measured, and derecognized in financial statements; provide certain disclosures of uncertain tax matters; and specify how reserves for uncertain tax positions should be classified on our Consolidated Balance Sheet. The deferred tax assets recognized for those NOLs are presented net of these unrecognized tax benefits.
At December 31, 2022, the Company’s unrecognized tax benefit reserve for uncertain tax positions primarily relates to the uncertainty of receiving audit protection for revenue recognition of cemetery property for the benefit derived from carrying back losses to tax years with a higher effective tax rate than the current 21.0% rate. Our unrecognized tax benefit reserve for the years ended December 31, 2021 and 2022 was $ 3.8 million and $ 3.3 million, respectively.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Years Ended December 31,
2020 2021 2022
Unrecognized tax benefit at beginning of year $ 691 $ 3,656 $ 3,761
Gross decreases - tax positions in prior period ( 691 ) — ( 533 )
Gross increases - tax positions in current period 3,656 105 66
Unrecognized tax benefit at end of year $ 3,656 $ 3,761 $ 3,294
80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
At December 31, 2022, we expect that the $ 3.3 million of unrecognized tax benefit (“UTB”) will be recognized in the next twelve months. We accrued interest of $ 0.1 million during 2022 and in total, as of December 31, 2022, recognized a liability related to the UTB's noted above for interest of $ 0.2 million. During 2021, we accrued interest of $ 0.1 million and in total, as of December 31, 2021, recognized a liability for interest of $ 0.1 million.
18. STOCKHOLDERS’ EQUITY
Share Authorization
We are authorized to issue 80,000,000 shares of common stock, $ 0.01 per share par value. We had 26,264,245 and 26,359,876 shares issued and 15,331,923 and 14,732,058 shares outstanding, net of 10,932,322 and 11,627,818 shares held in treasury at par, at December 31, 2021 and 2022, respectively.
Stock Based Compensation Plans
During the year ended December 31, 2022, we had two stock benefits plans in effect under which stock, restricted stock, stock options and performance awards have been granted or remain outstanding: the Second Amended and Restated 2006 Long-Term Incentive Plan (as amended, the “Amended and Restated 2006 Plan”) and the 2017 Omnibus Incentive Plan (as amended, the “2017 Plan”). The Amended and Restated 2006 Plan was terminated upon the approval of the 2017 Plan at the annual shareholders meeting on May 17, 2017. The 2017 Plan expires on May 17, 2027. All stock-based plans are administered by the Compensation Committee appointed by our Board of Directors (our “Board”).
At December 31, 2022, we had 2,137,048 shares available to issue under our 2017 Plan. The termination of the Amended and Restated 2006 Plan does not affect the awards previously issued and outstanding.
Restricted Stock
Restricted stock activity is as follows (in thousands, except shares):
Years Ended December 31,
2020 2021 2022
Shares Fair Value Shares Fair Value Shares Fair Value
Granted (1)
10,200 $ 255 9,300 $ 324 — $ —
Returned for payroll taxes 10,588 $ 250 10,399 $ 375 4,136 $ 205
Cancelled — $ — 966 $ 27 1,950 $ 63
(1) Restricted stock granted during the year ended December 31, 2020 and 2021 will vest over a three-year period, if the employee has remained continuously employed by us during the vesting period, at a weighted average stock price of $ 25.00 and $ 34.79 , respectively.
A summary of the number of unvested restricted stock awards and their weighted average grant date fair values during the year ended December 31, 2022 is presented in the table below (shares in thousands):
Restricted stock awards Shares Weighted Average
Grant Date
Fair Value
Unvested at January 1 22,643 $ 27.21
Vested ( 13,111 ) $ 24.23
Cancelled ( 1,950 ) $ 32.28
Unvested at December 31 7,582 $ 31.05
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for restricted stock awards of $ 735,000 , $ 390,000 and $ 171,000 for the years ended December 31, 2020, 2021 and 2022, respectively.
At December 31, 2022, we had $ 235,000 of total unrecognized compensation costs related to unvested restricted stock awards, which are expected to be recognized over a weighted average period of 0.8 years.
81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Stock Options
S tock option grants and cancellations are as follows (in thousands, except shares):
Years Ended December 31,
2020 2021 2022
Shares Fair Value Shares Fair Value Shares Fair Value
Granted (1)
— $ — 701,400 $ 7,115 58,500 $ 959
Granted (2)
— $ — — $ — 310,000 $ 5,388
Granted (3)
— $ — 150,000 $ 1,684 — $ —
Granted (4)
20,000 $ 92 — $ — 12,600 $ 143
Cancelled 146,034 $ 846 74,688 $ 722 45,590 $ 512
(1) Stock options granted during the year ended December 31, 2021 and 2022 had a weighted average price of $ 34.79 and $ 49.48 , respectively. The fair value of these options was calculated using the Black-Scholes option pricing model. The options granted in 2021 and 2022 vest over a five-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period.
(2) Stock options granted during the year ended December 31, 2022 had a weighted average price of $ 49.48 . The fair value of these options was calculated using the Black-Scholes option pricing model and vest over a seven-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period.
(3) We granted 150,000 options to a key employee at a weighted average price of $ 34.79 . These options will vest when the price of our common stock closes at or above $ 53.39 ( 50,000 options) and $ 77.34 ( 100,000 options) for three consecutive days within the ten-year term and the employee has remained continuously employed by us through such date. The fair value of these options was $ 1.7 million.
(4) Stock options granted during the year ended December 31, 2020 and 2022 had a weighted average price of $ 18.02 and $ 31.58 , respectively. The fair value of these options was calculated using the Black-Scholes option pricing model and vest over a three-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period.
Additional stock option activity is as follows (in thousands, except shares):
Years Ended December 31,
2020 2021 2022
Shares Cash Shares Cash Shares Cash
Exercised (1)
40,365 (1) 423,294 (1) 32,196 (1)
Returned for option price (2)
18,640 $ 19 211,088 $ 1,013 18,797 $ 60
Returned for payroll taxes (3)
2,954 $ 89 43,534 $ 2,272 2,895 $ 123
(1) Stock options exercised during the years ended December 31, 2020, 2021 and 2022 had a weighted average exercise price of $ 13.72 , $ 21.99 and $ 25.49 , respectively.
(2) Represents shares withheld/cash received for the payment of the option price.
(3) Represents shares withheld/cash paid for the payment of payroll taxes.
Stock options are granted with an exercise price equal to the closing price of our common stock on the date of grant. All of the options granted and outstanding under this plan have either a seven or ten-year term. We utilized the Black-Scholes option pricing model and Monte-Carlo simulation pricing model for estimating the fair value of our stock options. These models allow for the use of a range of assumptions related to volatility, risk-free interest rate, expected holding period and dividend yield. The expected volatility utilized in these valuation models is based on the historical volatility of our stock price. The dividend yield and expected holding period are based on historical experience and management's estimate of future events. The risk-free interest rate is derived from the U.S. Treasury yield curve based on the expected life of the option in effect at the time of grant.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The fair value of the options granted using the Black-Scholes option pricing model was estimated on the date of grant with the following assumptions:
Years Ended December 31,
2020 2021 2022 2022 2022
Grant date June 25 February 17 February 23 February 23 September 27
Expected holding period (years) 3.7 5.0 7.0 5.0 4.1
Awards granted 20,000 701,400 310,000 58,500 12,600
Dividend yield 1.67 % 1.15 % 0.91 % 0.91 % 1.43 %
Expected volatility 38.54 % 36.72 % 34.35 % 33.18 % 43.68 %
Risk-free interest rate 0.25 % 0.57 % 1.98 % 1.89 % 4.29 %
Black-Scholes value $ 4.61 $ 10.14 $ 17.38 $ 16.39 $ 11.35
The fair value of the options granted using the Monte-Carlo simulation pricing model was estimated on the date of grant with the following assumptions:
Year ended December 31, 2022
Awards granted 150,000
Dividend yield 1.15 %
Expected volatility 34.08 %
Risk-free interest rate 1.29 %
A summary of the number of stock options and their weighted average exercise prices during the year ended December 31, 2022 is presented in the table below (shares in thousands):
Shares Wtd. Avg.
Ex. Price
Outstanding at January 1 1,265 $ 30.94
Granted 381 $ 48.89
Exercised ( 32 ) $ 25.49
Forfeited or expired ( 46 ) $ 37.34
Outstanding at December 31 1,568 $ 35.23
Exercisable at December 31 592 $ 27.60
A summary of the number of stock options and their weighted average grant date fair values during the year ended December 31, 2022 is presented in the table below (shares in thousands):
Shares Wtd. Avg.
Fair Value
Non-vested at January 1 839 $ 9.90
Granted 381 $ 17.03
Vested or exercised ( 201 ) $ 8.86
Forfeited ( 43 ) $ 11.43
Non-vested at December 31 976 $ 12.83
A summary of the intrinsic value of stock options exercised and the fair value of stock options vested for the three years ended December 31, 2022 is presented in the table below (in thousands):
Years Ended December 31,
2020 2021 2022
Intrinsic value of options exercised $ 517 $ 8,229 $ 580
Fair value of stock options vested
$ 735 $ 1,413 $ 1,784
83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table further describes our outstanding stock options at December 31, 2022:
Options Outstanding Options Exercisable
Actual Ranges of Exercise Prices Number Outstanding at 12/31/22 Weighted-Average
Remaining
Contractual Life Weighted-Average
Exercise Price Number Exercisable at 12/31/22 Weighted-Average
Remaining
Contractual Life Weighted-Average
Exercise Price
$18.02 - $18.02 13,333 2.48 $ 18.02 6,667 2.48 $ 18.02
$20.06 - $26.54 435,535 4.19 $ 24.85 415,569 4.15 $ 24.82
$31.58 - $31.58 12,600 9.75 $ 31.58 — 0.00 $ —
$34.79 - $49.88 1,107,000 8.47 $ 39.56 169,980 8.14 $ 34.79
$18.02 - $49.48 1,568,468 7.24 $ 35.23 592,216 5.27 $ 27.60
The aggregate intrinsic value of the outstanding and exercisable stock options was $ 1.3 million and $ 1.2 million, respectively, at December 31, 2022. We had $ 9.5 million of unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options expected to be recognized over a weighted average period of 5.0 years at December 31, 2022.
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for stock options of $ 669,000 , $ 2,355,000 and $ 2,284,000 for the years ended December 31, 2020, 2021 and 2022, respectively.
Performance Awards
Performance award activity is as follows (in thousands, except shares):
Years Ended December 31,
2020 2021 2022
Shares Fair Value Shares Fair Value Shares Fair Value
Granted 30,743 $ 733 55,302 $ 2,116 27,013 $ 1,262
Cancelled 33,538 $ 631 55,896 $ 799 30,743 $ 295
In addition to the activity described in the table above, we issued 237,500 performance awards to certain employees, during the year ended December 31, 2020, payable in shares, with a fair value of $ 2.8 million. On May 19, 2020, we cancelled all performance award agreements previously awarded to all individuals during 2019, as well as the 237,500 performance awards previously granted in 2020. Concurrently with the cancellation of those performance awards, the Compensation Committee of the Board approved 368,921 new performance awards to be issued to certain employees. These new performance awards were treated as a modification of the cancelled awards and resulted in an additional $ 1.7 million of incremental compensation expense. These awards will vest (if at all) on December 31, 2024, provided that the Company’s common stock reaches the predetermined growth targets for a sustained period beginning on the grant date and ending on December 31, 2024.
On June 1, 2021, we amended the performance award agreements granted on May 19, 2020 for three of our executives. The amendment increased the amount of performance awards payable in shares for the last three predetermined growth targets. It was treated as a modification of the original performance award agreement and resulted in $ 2.6 million of incremental compensation expense, expected to be recognized over the remaining term of 24 months.
A summary of the number of performance awards and their weighted average grant date fair values during the year ended December 31, 2022 is presented in the table below (shares in thousands):
Performance Awards Shares Weighted Average
Grant Date
Fair Value
At January 1 435,766 $ 21.76
Granted 27,013 $ 46.71
Cancelled ( 30,743 ) $ 9.59
At December 31 432,036 $ 20.95
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The fair value of the performance awards granted during the year ended December 31, 2022 was calculated on the date of grant using the Monte-Carlo simulation pricing model with the following assumptions:
Grant date February 23, 2022 April 1, 2022
Simulation period (years) 2.85 2.75
Share price at grant date $ 49.48 $ 52.49
Expected volatility 43.99 % 44.44 %
Risk-free interest rate 1.75 % 2.55 %
The fair value of the performance awards granted during the year ended December 31, 2021 was calculated on the date of grant using the Monte-Carlo simulation pricing model with the following assumptions:
Grant date April 16, 2021 June 1, 2021 August 12, 2021 September 15, 2021 November 29, 2021
Simulation period (years) 3.71 3.58 3.39 3.29 3.09
Share price at grant date $ 35.83 $ 38.78 $ 39.48 $ 45.27 $ 51.15
Expected volatility 41.17 % 41.79 % 42.85 % 43.44 % 45.50 %
Risk-free interest rate 0.52 % 0.46 % 0.53 % 0.49 % 0.85 %
At December 31, 2022, there was $ 5.6 million of unrecognized compensation cost related to performance awards expected to be recognized over a weighted average period of 24 months. If all of the predetermined growth targets are met as of December 31, 2024, a total of 995,873 shares of common stock would be awarded to participants under this program.
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for performance awards of $ 894,000 , $ 1,573,000 and $ 2,524,000 during the years ended December 31, 2020, 2021 and 2022, respectively.
Employee Stock Purchase Plan
We provide all employees the opportunity to purchase common stock through payroll deductions in our ESPP. Purchases are made quarterly; the price being 85 % of the lower of the price on the first day of the plan entry date (beginning of the fiscal year) or the actual date of purchase (end of quarter).
ESPP activity is as follows (in thousands, except shares):
Years Ended December 31,
2020 2021 2022
Shares Price Shares Price Shares Price
ESPP 71,908 $ 16.71 61,904 $ 26.32 52,053 $ 32.38
We recorded stock-based compensation expense, which is included in Regional and unallocated funeral and cemetery costs and General, administrative and other expenses, for our ESPP of $ 434,000 , $ 552,000 and $ 545,000 during the years ended December 31, 2020, 2021 and 2022, respectively.
The fair values of the right to purchase shares under the ESPP are estimated at the date of purchase with the four quarterly purchase dates using the following assumptions:
Years Ended December 31,
2020 2021 2022
Dividend yield 1.5 % 0.01 % 0.01 %
Expected volatility 48.6 % 48.1 % 30.2 %
Risk-free interest rate 1.54 %, 1.57 %, 1.57 %, 1.56 %
0.09 %, 0.09 %, 0.10 %, 0.10 %
0.08 %, 0.22 %, 0.31 %, 0.40 %
Expected life (years) 0.25 , 0.50 , 0.75 , 1.00
0.25 , 0.50 , 0.75 , 1.00
0.25 , 0.50 , 0.75 , 1.00
Expected volatilities are based on the historical volatility during the previous twelve months of the underlying common stock. The risk-free rate for the quarterly purchase periods is based on the U.S. Treasury yields in effect at the time of purchase. The expected life of the ESPP grants represents the calendar quarters from the beginning of the year to the purchase date (end of each quarter).
85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Good To Great Incentive Program
Common stock issued to certain employees under this incentive program is as follows (in thousands, except shares):
Years Ended December 31,
2020 2021 2022
Shares Fair Value Shares Fair Value Shares Fair Value
17,991 $ 449 — $ — 27,448 $ 1,358
(1) Common stock granted during the year ended December 31, 2020 and 2022 had a grant date stock price of $ 25.00 and $ 49.48 , respectively.
Non-Employee Director and Board Advisor Compensation
Our Director Compensation Policy provides that each independent director is entitled to a quarterly retainer of $ 35,000 payable in cash and/or unrestricted shares of our common stock at the end of each quarter. The Lead Director and chairman of our Audit Committee are entitled to an additional annual retainer of $ 10,000 , payable in quarterly installments of $ 2,500 each at the end of each quarter, and the chairman of our Corporate Governance and Compensation Committees are entitled to an additional annual retainer of $ 5,000 , payable in quarterly installments of $ 1,250 each at the end of each quarter. Any new independent director will receive upon admission to the Board a grant of $ 25,000 (in addition to the independent director annual retainer prorated at the time the new director is admitted to the Board) which can be taken in cash or unrestricted shares of our common stock. The Board Advisor is entitled to a quarterly retainer of $ 18,750 payable in cash and/or unrestricted shares of our common stock at the end of each quarter. The number of shares of such common stock will be determined by dividing the cash amount by the closing price of our common stock on the date of grant, which will be the date of admission to the Board.
On May 17, 2022, Bryan D. Leibman resigned from the Board effective on that date. He served as the Company's Lead Independent Director. Effective with Mr. Leibman’s resignation, the Board appointed Donald D. Patteson, Jr. as Lead Independent Director.
Non-Employee Director and Board Advisor common stock activity is as follows (in thousands, except shares):
Years Ended December 31,
2020 2021 2022
Shares Fair Value Shares Fair Value Shares Fair Value
Board of Directors (1)
30,883 $ 654 14,744 $ 622 11,155 $ 415
Advisor to the Board (1)
967 $ 20 466 $ 20 555 $ 20
(1) Common stock granted during the years ended December 31, 2020, 2021 and 2022 had a weighted average price of $ 21.16 , $ 42.14 and $ 37.14 , respectively.
We recorded compensation expense, which is included in General, administrative and other expenses, related to annual retainers, including the value of stock granted to non-employee Directors and an advisor to our Board, of $ 889,000 , $ 858,000 and $ 718,000 during the years ended December 31, 2020, 2021 and 2022, respectively.
Cash Dividends
Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):
2022 Per Share Dollar Value
March 1st $ 0.1125 $ 1,725
June 1st $ 0.1125 $ 1,730
September 1st $ 0.1125 $ 1,653
December 1st $ 0.1125 $ 1,655
2021 Per Share Dollar Value
March 1st $ 0.1000 $ 1,799
June 1st $ 0.1000 $ 1,808
September 1st $ 0.1000 $ 1,783
December 1st $ 0.1125 $ 1,873
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Table of Contents
19. SHARE REPURCHASE PROGRAM
Subject to market conditions, normal trading restrictions and satisfying certain financial covenants in our Credit Facility, and in the Indenture governing our Senior Notes, we may make purchases in the open market or through privately negotiated transactions under our Board authorized share repurchase program, in accordance with Rule 10b-18 of the Securities Exchange Act, as amended (the “Exchange Act”).
On February 23, 2022, our Board authorized an increase in our share repurchase program to permit us to purchase up to an additional $ 75.0 million under our share repurchase program, in addition to amounts previously authorized and outstanding in accordance with Rule 10b-18 of the Exchange Act, which totaled up to $ 265.0 million in share repurchase authorizations.
Share repurchase activity is as follows (dollar value in thousands):
Years Ended December 31,
2020 2021 2022
Number of Shares Repurchased (1)
— 2,906,983 695,496
Average Price Paid Per Share $ — $ 49.01 $ 49.22
Dollar Value of Shares Repurchased (1)
$ — $ 142,469 $ 34,234
(1) These amounts may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period. In December 2021, we repurchased 37,408 shares for $ 2.4 million, the settlement of which occurred in January 2022.
Our shares were purchased in the open market at times and in amounts as management determined appropriate based on factors such as market conditions, legal requirements and other business considerations. Shares purchased pursuant to the repurchase program are currently held as treasury stock. At December 31, 2022, our share repurchase program had $ 48.9 million authorized for additional repurchases.
20. EARNINGS PER SHARE
Share-based awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and included in the computation of both basic and diluted earnings per share. Our grants of stock awards to our employees are considered participating securities and we have prepared our earnings per share calculations to exclude earnings allocated to unvested restricted stock awards, using the two-class method, in the basic and diluted weighted average shares outstanding calculation.
The following table sets forth the computation of the basic and diluted earnings per share (in thousands, except per share data):
Years Ended December 31,
2020 2021 2022
Numerator for basic and diluted earnings per share:
Net income $ 16,090 $ 33,159 $ 41,381
Less: Earnings allocated to unvested restricted stock ( 46 ) ( 53 ) ( 26 )
Income attributable to common stockholders $ 16,044 $ 33,106 $ 41,355
Denominator:
Denominator for basic earnings per common share - weighted average shares outstanding 17,872 17,409 14,857
Effect of dilutive securities:
Stock options 196 475 183
Convertible Notes 9 — —
Performance awards — 382 670
Denominator for diluted earnings per common share - weighted average shares outstanding 18,077 18,266 15,710
Basic earnings per common share $ 0.90 $ 1.90 $ 2.78
Diluted earnings per common share $ 0.89 $ 1.81 $ 2.63
For the year ended December 31, 2022, there were 311,143 stock options excluded from the computation of diluted earnings per share because the inclusion of such stock options would result in an antidilutive effect. For the years ended December 31, 2020 and 2021, no stock options were excluded from the computation of diluted earnings per share.
87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. At December 31, 2022, we had satisfied certain performance criteria for the first, second and third predetermined growth targets of our performance awards to be considered outstanding. Therefore, we included these awards in the computation of diluted earnings per share as of the beginning of the reporting period.
The fully diluted weighted average shares outstanding for the year ended December 31, 2020 and the corresponding calculation of fully diluted earnings per share, included approximately 9,000 shares that would have been issued upon the conversion of our Convertible Notes as a result of the application of the if-converted method prescribed by the FASB ASC 260. At December 31, 2021 and 2022, we had no Convertible Notes outstanding.
21. SEGMENT REPORTING
Revenue, disaggregated by major source for each of our reportable segments was as follows (in thousands):
Year Ended, December 31, 2022
Funeral Cemetery Total
Services $ 163,904 $ 17,367 $ 181,271
Merchandise 89,052 14,307 103,359
Cemetery property — 58,611 58,611
Other revenue 13,947 12,986 26,933
Total $ 266,903 $ 103,271 $ 370,174
Year Ended, December 31, 2021
Funeral Cemetery Total
Services $ 164,082 $ 16,490 $ 180,572
Merchandise 92,023 13,741 105,764
Cemetery property — 61,957 61,957
Other revenue 13,982 13,611 27,593
Total $ 270,087 $ 105,799 $ 375,886
Year Ended, December 31, 2020
Funeral Cemetery Total
Services $ 150,283 $ 14,701 $ 164,984
Merchandise 84,787 10,778 95,565
Cemetery property — 44,065 44,065
Other revenue 14,068 10,766 24,834
Total $ 249,138 $ 80,310 $ 329,448
88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents operating income (loss), income (loss) before income taxes, depreciation and amortization, interest expense, income tax expense (benefit), total assets, long-lived assets, goodwill, capital expenditures and number of operating locations by segment (in thousands, except number of operating locations):
Funeral Cemetery Corporate Consolidated
Operating income (loss):
2022 $ 82,080 $ 35,095 $ ( 37,449 ) $ 79,726
2021 88,591 40,353 ( 35,284 ) 93,660
2020 57,622 26,859 ( 27,254 ) 57,227
Income (loss) before income taxes:
2022 $ 85,196 $ 35,126 $ ( 63,128 ) $ 57,194
2021 88,015 40,473 ( 84,184 ) 44,304
2020 56,875 27,087 ( 59,320 ) 24,642
Depreciation and amortization:
2022 $ 11,591 $ 7,584 $ 624 $ 19,799
2021 11,062 8,217 1,241 20,520
2020 11,586 6,376 1,427 19,389
Interest expense:
2022 $ 753 $ — $ 25,142 $ 25,895
2021 835 — 24,610 25,445
2020 1,004 13 31,498 32,515
Income tax expense (benefit):
2022 $ 23,555 $ 9,712 $ ( 17,454 ) $ 15,813
2021 22,141 10,181 ( 21,177 ) 11,145
2020 19,738 9,401 ( 20,587 ) 8,552
Total assets:
2022 $ 779,500 $ 396,389 $ 17,061 $ 1,192,950
2021 769,539 390,344 18,748 1,178,631
2020 764,535 366,964 14,326 1,145,825
Long-lived assets:
2022 $ 630,599 $ 190,226 $ 4,518 $ 825,343
2021 611,181 176,398 3,839 791,418
2020 619,588 172,122 995 792,705
Goodwill:
2022 $ 355,654 $ 54,483 $ — $ 410,137
2021 344,823 47,149 — 391,972
2020 345,829 47,149 — 392,978
Capital expenditures:
2022 $ 14,917 $ 10,566 $ 598 $ 26,081
2021 11,511 9,704 3,668 24,883
2020 6,997 7,025 1,176 15,198
Number of operating locations at year end:
2022 171 32 — 203
2021 170 31 — 201
2020 178 32 — 210
89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
22. SUPPLEMENTARY DATA
Balance Sheet
The following table presents the detail of certain balance sheet accounts (in thousands):
December 31,
2021 2022
Prepaids and other current assets:
Prepaid expenses $ 2,215 $ 4,077
Federal income tax receivable 4,064 507
Other current assets 125 149
Total prepaid and other current assets $ 6,404 $ 4,733
Current portion of debt and lease obligations:
Acquisition debt $ 521 $ 555
Finance lease obligations 375 414
Operating lease obligations 1,913 2,203
Total current portion of debt and lease obligations $ 2,809 $ 3,172
Accrued and other liabilities:
Incentive compensation $ 19,121 $ 12,140
Insurance 4,089 3,051
Unrecognized tax benefit 3,761 3,294
Vacation 3,334 3,430
Natural disaster liability 2,628 —
Interest 2,250 2,329
Salaries and wages 2,193 2,263
Employer payroll tax deferral 1,773 —
Employee meetings and award trips 1,462 746
Income tax payable 485 459
Commissions 684 743
Perpetual care trust payable 389 222
Ad valorem and franchise taxes 450 455
Other accrued liabilities 1,154 1,489
Total accrued and other liabilities $ 43,773 $ 30,621
Other long-term liabilities:
Incentive compensation $ 1,291 $ 2,541
Other long-term liabilities 128 524
Total other long-term liabilities $ 1,419 $ 3,065
23. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
The following information is supplemental disclosure for the Consolidated Statements of Cash Flows (in thousands):
Years Ended December 31,
2020 2021 2022
Cash paid for interest and financing costs $ 30,935 $ 24,127 $ 24,456
Cash paid (refunded) for taxes ( 4,457 ) 16,110 9,713
Unsettled share repurchases — 2,429 —
Fair value of donated real property — 635 —
24. SUBSEQUENT EVENTS
On January 31, 2023, we sold one funeral home and two cemeteries in Marshall, Texas for $ 0.8 million.
90
CARRIAGE SERVICES, INC.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Description Balance at
beginning
of year Charged to
costs and
expenses Deduction Balance at
end
of year
Year ended December 31, 2020:
Allowance for credit losses, current portion $ 849 $ 1,617 $ 1,179 $ 1,287
Allowance for credit losses of preneed cemetery receivables,
non-current portion 1,290 701 347 1,644
Employee severance accruals 837 596 1,271 162
Valuation allowance of the deferred tax asset 233 — 11 222
Year ended December 31, 2021:
Allowance for credit losses, current portion $ 1,287 $ 1,240 $ 1,537 $ 990
Allowance for credit losses of preneed cemetery receivables, non-current portion 1,644 543 1,108 1,079
Employee severance accruals 162 1,431 952 641
Valuation allowance of the deferred tax asset 222 — 24 198
Year ended December 31, 2022:
Allowance for credit losses, current portion $ 990 $ 1,821 $ 1,798 $ 1,013
Allowance for credit losses of preneed cemetery receivables, non-current portion 1,079 997 793 1,283
Employee severance accruals 641 1,880 1,361 1,160
Valuation allowance of the deferred tax asset 198 — 17 181
91
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.