Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2017
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Commission File Number: 1-11961 |
CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE | 76-0423828 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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3040 Post Oak Boulevard, Suite 300 |
Houston, Texas, 77056 |
(Address of principal executive offices) |
(713) 332-8400
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
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Large accelerated filer | o | Accelerated filer | x |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
| | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of April 21, 2017 was 16,703,351.
CARRIAGE SERVICES, INC.
INDEX
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |
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Item 3. Defaults Upon Senior Securities | |
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Item 4. Mine Safety Disclosures | |
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Item 5. Other Information | |
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PART I – FINANCIAL INFORMATION
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Item 1. | Financial Statements. |
CARRIAGE SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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| | | (unaudited) |
| December 31, 2016 | | March 31, 2017 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 3,286 |
| | $ | 806 |
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Accounts receivable, net of allowance for bad debts of $1,071 in 2016 and $1,057 in 2017 | 18,860 |
| | 17,712 |
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Inventories | 6,147 |
| | 6,313 |
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Prepaid expenses | 2,640 |
| | 2,426 |
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Other current assets | 2,034 |
| | 106 |
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Total current assets | 32,967 |
| | 27,363 |
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Preneed cemetery trust investments | 69,696 |
| | 69,975 |
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Preneed funeral trust investments | 89,240 |
| | 89,104 |
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Preneed receivables, net of allowance for bad debts of $2,166 in 2016 and $2,132 in 2017 | 30,383 |
| | 30,839 |
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Receivables from preneed trusts | 14,218 |
| | 14,652 |
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Property, plant and equipment, net of accumulated depreciation of $110,509 in 2016 and $113,325 in 2017 | 235,113 |
| | 234,416 |
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Cemetery property, net of accumulated amortization of $34,194 in 2016 and $34,961 in 2017 | 76,119 |
| | 76,543 |
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Goodwill | 275,487 |
| | 275,487 |
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Intangible and other non-current assets | 14,957 |
| | 14,878 |
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Cemetery perpetual care trust investments | 46,889 |
| | 47,716 |
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Total assets | $ | 885,069 |
| | $ | 880,973 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Current liabilities: | | | |
Current portion of long-term debt and capital lease obligations | $ | 13,267 |
| | $ | 14,265 |
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Accounts payable | 10,198 |
| | 7,419 |
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Other liabilities | 717 |
| | 3,285 |
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Accrued liabilities | 20,091 |
| | 11,394 |
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Total current liabilities | 44,273 |
| | 36,363 |
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Long-term debt, net of current portion | 137,862 |
| | 133,741 |
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Revolving credit facility | 66,542 |
| | 64,011 |
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Convertible subordinated notes due 2021 | 119,596 |
| | 120,760 |
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Obligations under capital leases, net of current portion | 2,630 |
| | 2,580 |
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Deferred preneed cemetery revenue | 54,631 |
| | 55,156 |
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Deferred preneed funeral revenue | 33,198 |
| | 33,981 |
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Deferred tax liability | 40,555 |
| | 40,717 |
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Other long-term liabilities | 2,567 |
| | 1,798 |
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Deferred preneed cemetery receipts held in trust | 69,696 |
| | 69,975 |
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Deferred preneed funeral receipts held in trust | 89,240 |
| | 89,104 |
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Care trusts’ corpus | 46,290 |
| | 47,250 |
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Total liabilities | 707,080 |
| | 695,436 |
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Commitments and contingencies: |
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Stockholders’ equity: | | |
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Common stock, $.01 par value; 80,000,000 shares authorized and 22,490,855 and 22,552,667 shares issued at December 31, 2016 and March 31, 2017, respectively | 225 |
| | 226 |
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Additional paid-in capital | 215,064 |
| | 215,527 |
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Retained earnings | 22,966 |
| | 30,050 |
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Treasury stock, at cost; 5,849,316 shares at December 31, 2016 and March 31, 2017 | (60,266 | ) | | (60,266 | ) |
Total stockholders’ equity | 177,989 |
| | 185,537 |
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Total liabilities and stockholders’ equity | $ | 885,069 |
| | $ | 880,973 |
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The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share data)
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| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Revenues: | | | |
Funeral | $ | 49,302 |
| | $ | 54,211 |
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Cemetery | 14,029 |
| | 13,946 |
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| 63,331 |
| | 68,157 |
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Field costs and expenses: | | |
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Funeral | 27,781 |
| | 30,429 |
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Cemetery | 7,862 |
| | 8,211 |
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Depreciation and amortization | 3,336 |
| | 3,471 |
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Regional and unallocated funeral and cemetery costs | 3,049 |
| | 2,954 |
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| 42,028 |
| | 45,065 |
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Gross profit | 21,303 |
| | 23,092 |
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Corporate costs and expenses: | | |
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General, administrative and other | 9,247 |
| | 6,847 |
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Home office depreciation and amortization | 398 |
| | 376 |
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| 9,645 |
| | 7,223 |
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Operating income | 11,658 |
| | 15,869 |
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Interest expense | (2,851 | ) | | (3,029 | ) |
Accretion of discount on convertible subordinated notes | (927 | ) | | (1,037 | ) |
Loss on early extinguishment of debt | (567 | ) | | — |
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Other, net | 305 |
| | 3 |
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Income before income taxes | 7,618 |
| | 11,806 |
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Provision for income taxes | (3,047 | ) | | (4,722 | ) |
Net income | $ | 4,571 |
| | $ | 7,084 |
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Basic earnings per common share: | $ | 0.27 |
| | $ | 0.42 |
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Diluted earnings per common share: | $ | 0.27 |
| | $ | 0.39 |
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Dividends declared per common share | $ | 0.025 |
| | $ | 0.050 |
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Weighted average number of common and common equivalent shares outstanding: | | | |
Basic | 16,459 |
| | 16,597 |
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Diluted | 16,650 |
| | 18,082 |
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The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
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| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Cash flows from operating activities: | | | |
Net income | $ | 4,571 |
| | $ | 7,084 |
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Adjustments to reconcile net income to net cash provided by operating activities: | | |
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Depreciation and amortization | 3,734 |
| | 3,847 |
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Provision for losses on accounts receivable | 523 |
| | 389 |
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Stock-based compensation expense | 1,297 |
| | 836 |
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Deferred income tax expense | 379 |
| | 162 |
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Amortization of deferred financing costs | 221 |
| | 203 |
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Accretion of discount on convertible subordinated notes | 927 |
| | 1,037 |
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Loss on early extinguishment of debt | 567 |
| | — |
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Net (gain) loss on sale and disposal of other assets | (187 | ) | | 155 |
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Changes in operating assets and liabilities that provided (required) cash: | | |
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Accounts and preneed receivables | (479 | ) | | 303 |
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Inventories and other current assets | (727 | ) | | 1,976 |
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Intangible and other non-current assets | 230 |
| | 80 |
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Preneed funeral and cemetery trust investments | 7,560 |
| | (1,404 | ) |
Accounts payable | (1,755 | ) | | (2,778 | ) |
Accrued and other liabilities | 344 |
| | (6,142 | ) |
Deferred preneed funeral and cemetery revenue | (568 | ) | | 1,308 |
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Deferred preneed funeral and cemetery receipts held in trust | (6,404 | ) | | 1,103 |
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Net cash provided by operating activities | 10,233 |
| | 8,159 |
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Cash flows from investing activities: | | |
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Acquisitions and land for new construction | (2,685 | ) | | — |
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Net proceeds from the sale of other assets | 555 |
| | — |
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Capital expenditures | (3,595 | ) | | (3,730 | ) |
Net cash used in investing activities | (5,725 | ) | | (3,730 | ) |
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Cash flows from financing activities: | | |
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Borrowings from the revolving credit facility | 11,500 |
| | 18,800 |
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Payments against the revolving credit facility | (50,100 | ) | | (21,400 | ) |
Borrowings from the term loan | 39,063 |
| | — |
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Payments against the term loan | (2,813 | ) | | (2,813 | ) |
Payments on other long-term debt and obligations under capital leases | (321 | ) | | (368 | ) |
Payments on contingent consideration recorded at acquisition date | — |
| | (101 | ) |
Proceeds from the exercise of stock options and employee stock purchase plan contributions | 228 |
| | 315 |
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Taxes paid on restricted stock vestings and exercise of non-qualified options | (491 | ) | | (509 | ) |
Dividends paid on common stock | (415 | ) | | (833 | ) |
Payment of loan origination costs related to the credit facility | (717 | ) | | — |
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Excess tax deficiency of equity compensation | (106 | ) | | — |
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Net cash used in financing activities | (4,172 | ) | | (6,909 | ) |
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Net increase (decrease) in cash and cash equivalents | 336 |
| | (2,480 | ) |
Cash and cash equivalents at beginning of period | 535 |
| | 3,286 |
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Cash and cash equivalents at end of period | $ | 871 |
| | $ | 806 |
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The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
CARRIAGE SERVICES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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 deathcare services and merchandise in the United States. As of March 31, 2017, we operated 171 funeral homes in 28 states and 32 cemeteries in 11 states.
Our operations are reported in two business segments: Funeral Home Operations and Cemetery Operations. Our funeral homes offer a complete range of high value personal services to meet a family’s funeral needs, including consultation, the removal and preparation of remains, the sale of caskets and related funeral merchandise, the use of funeral home facilities for visitation and remembrance services and transportation services. Our cemeteries provide interment rights (grave sites and mausoleum spaces) and related merchandise, such as markers and outer burial containers both on an at-need and preneed basis.
Principles of Consolidation and Interim Condensed Disclosures
Our unaudited consolidated financial statements include the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. Our interim consolidated financial statements are unaudited but include all adjustments, which consist of normal, recurring accruals, that are necessary for a fair presentation of our financial position and results of operations as of and for the interim periods presented. Our unaudited consolidated financial statements have been prepared in a manner consistent with the accounting principles described in our Annual Report on Form 10-K for the year ended December 31, 2016 unless otherwise disclosed herein, and should be read in conjunction therewith.
Reclassifications
Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation with no effect on our previously reported results of operations, consolidated financial position, or cash flows.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
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, revenues and expenses. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, realization of accounts receivable, goodwill, intangible assets, property and equipment and deferred tax assets and liabilities. We base our estimates on historical experience, third-party data and assumptions that we believe to be reasonable under the circumstances. The results of these considerations form the basis for making judgments about the amount and timing of revenues and expenses, the carrying value of assets and the recorded amounts of liabilities. 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, as there can be no assurance that our results of operations will be consistent from year to year.
Funeral and Cemetery Operations
We record the revenue from sales of funeral and cemetery merchandise and services when the merchandise is delivered or the service is performed. Cemetery interment rights are recorded as revenue in accordance with the accounting provisions for real estate sales. This method provides for the recognition of revenue in the period in which the customer’s cumulative payments exceed 10% of the interment right contract price. Interment right costs, which include real property and other costs related to cemetery development, are expensed using the specific identification method in the period in which the sale of the interment right is recognized as revenue. We recorded amortization expense for cemetery property of approximately $1.0 million and $0.8 million for the three months ended March 31, 2016 and 2017, respectively. Sales taxes collected are recognized on a net basis in our Consolidated Financial Statements.
Allowances for bad debts and customer cancellations are provided at the date that the sale is recognized as revenue and are based on our historical experience. We also monitor changes in delinquency rates and provide additional bad debt and cancellation reserves when warranted.
When preneed sales of funeral services and merchandise are funded through third-party insurance policies, we earn a commission on the sale of the policies. Insurance commissions are recognized as revenues at the point at which the commission is no longer subject to refund, which is typically one year after the policy is issued. Preneed selling costs consist of sales commissions that we pay our sales counselors and other direct related costs of originating preneed sales contracts. These costs are expensed when incurred.
Trust management fees are earned by us for investment management and advisory services that are provided by our wholly-owned registered investment advisor (“CSV RIA”). As of March 31, 2017, CSV RIA provided these services to two institutions, which have custody of 79% 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.
Accounts receivable included approximately $8.7 million and $7.4 million of funeral receivables at December 31, 2016 and March 31, 2017, respectively, and $9.9 million and $10.1 million of cemetery receivables at December 31, 2016 and March 31, 2017, respectively. Accounts receivable also included minor amounts of other receivables. Non-current preneed receivables represent payments expected to be received beyond one year from the balance sheet date. Non-current preneed receivables consisted of approximately $7.8 million and $8.0 million of funeral receivables at December 31, 2016 and March 31, 2017, respectively, and $22.6 million and $22.8 million of cemetery receivables at December 31, 2016 and March 31, 2017, respectively. Bad debt expense totaled approximately $0.5 million and $0.4 million for the three months ended March 31, 2016 and 2017, respectively.
Property, Plant and Equipment
Property, plant and equipment (including equipment under capital 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 capital leases) is computed based on the straight-line method.
Property, plant and equipment was comprised of the following at December 31, 2016 and March 31, 2017:
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| December 31, 2016 | | March 31, 2017 |
| (in thousands) |
Land | $ | 73,744 |
| | $ | 73,264 |
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Buildings and improvements | 195,214 |
| | 196,670 |
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Furniture, equipment and automobiles | 76,664 |
| | 77,807 |
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Property, plant and equipment, at cost | 345,622 |
| | 347,741 |
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Less: accumulated depreciation | (110,509 | ) | | (113,325 | ) |
Property, plant and equipment, net | $ | 235,113 |
| | $ | 234,416 |
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We recorded depreciation expense of approximately $2.7 million and $3.1 million for the three months ended March 31, 2016 and 2017, respectively. During the first quarter of 2016, we acquired real estate for $2.7 million for funeral home expansion projects.
Goodwill
The excess of the purchase price over the fair value of identifiable net assets of funeral home businesses acquired is recorded as goodwill. Goodwill has primarily been recorded in connection with the acquisition of funeral home businesses. The funeral segment reporting units consist of our East, Central and West regions in the United States. Goodwill is tested annually for impairment by assessing the fair value of each of our reporting units, using information as of August 31st each year. Our intent is to perform the quantitative impairment test at least once every three years unless certain indicators or events suggest otherwise. We conducted qualitative assessments in 2014 and 2015; however, for our 2016 annual impairment test, we performed the two-step goodwill quantitative impairment test.
Effective January 1, 2017, we adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”), Intangibles (Topic 350): Goodwill and Other. The guidance simplifies subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test, which should reduce the cost and complexity of evaluating goodwill for impairment. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, impairment is defined as the amount by which the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill.
In addition to our annual review, 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 adverse changes in the business climate which may be indicated by a decline in our market capitalization or decline in operating results. No such events or changes occurred between our testing date and reporting period to trigger a subsequent impairment review. No impairments were recorded to our goodwill during the three months ended March 31, 2016 and 2017.
Stock Plans and Stock-Based Compensation
We have stock-based employee and director compensation plans under which we grant restricted stock, stock options and performance awards. We also have an employee stock purchase plan (“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. 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. The fair value of the performance awards related to Relative Shareholder Return performance is determined using a Monte-Carlo simulation pricing model. The fair value of the performance awards related to internal performance metrics is determined using the stock price on the grant date. 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.
Effective January 1, 2017, we adopted the FASB’s ASU, Compensation: (Topic 718): Stock Compensation. The guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.
The guidance requires that previously unrecognized excess tax benefits should be recognized on a modified retrospective basis. Entities are required to record a deferred tax asset for previously unrecognized excess tax benefits outstanding as of the beginning of the annual period of adoption, with a cumulative-effect adjustment to retained earnings. At January 1, 2017, we performed an analysis for unrecognized excess tax benefits and deficiencies and determined that there were no adjustments to retained earnings, as there are no unrecognized excess tax benefits.
The guidance also requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement on a prospective basis. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. For the three months ended March 31, 2017, the excess tax benefits related to share-based payments were immaterial to our Consolidated Financial Statements. In addition, excess tax benefits related to share-based payments are now included in operating cash flows rather than financing cash flows.
The guidance also allows for a one-time accounting policy election to either account for forfeitures as they occur or continue to estimate forfeitures as required by current guidance. The Company has elected to continue estimating forfeitures under the current guidance.
The guidance also requires that the presentation of employee taxes paid when an employer withholds shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows and applied retrospectively. This resulted in $0.5 million of employee taxes paid from withheld shares being presented as financing activities on our Consolidated Statement of Cash Flows for both the three months ended March 31, 2016 and 2017. Prior to January 1, 2017, these amounts were presented as operating activities on our Consolidated Statement of Cash Flows.
We adopted all of the provisions of this amendment in accordance with the transition requirements and it did not have a material effect on our Consolidated Financial Statements.
See Note 11 to the Consolidated Financial Statements included herein for additional information on our stock-based compensation plans.
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 13 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 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 financial statements; provide certain disclosures of uncertain tax matters; and specify how reserves for uncertain tax positions should be classified on our Consolidated Balance Sheets.
Income tax expense was $3.0 million for the three months ended March 31, 2016 compared to $4.7 million for the three months ended March 31, 2017. We recorded income taxes at the estimated effective rate of 40.0% for both the three months ended March 31, 2016 and 2017.
Subsequent Events
Management evaluated events and transactions during the period subsequent to March 31, 2017 through the date the financial statements were issued for potential recognition or disclosure in the accompanying financial statements covered by this report.
2.RECENTLY ISSUED ACCOUNTING STANDARDS
Revenue Recognition
In May 2014, the FASB issued ASU, Revenue from Contracts with Customers (Topic 606). FASB Accounting Standards Codification (“ASC”) Topic 606 supersedes the revenue recognition requirements under Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. On July 9, 2015, the FASB deferred the effective date by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2018.
We expect the adoption of this new accounting standard to affect our accounting for cemetery interment rights. Currently, our sales of cemetery interment rights are recorded as revenue in accordance with the retail land sales provisions for accounting for sales of real estate. This method provides for the recognition of revenue in the period in which the customer’s cumulative payments exceed 10% of the contract price related to the interment right.
Under the new accounting standard, we will recognize the revenue in the period in which the sale occurs, irrespective of the cumulative payments received. The impact of this is not expected to have a material impact on our Consolidated Financial Statements. Upon revenue recognition, management will book an allowance for contract cancellations based on our previous experience of cancellations and as such will reflect a one-time catch up for the allowance at January 1, 2018, which is not expected to have a material impact on our Consolidated Financial Statements.
Costs related to the sales of interment rights, which include real property and other costs related to cemetery development activities, will continue to be charged to operations using the specific identification method in the period in which the sale of the interment right is recognized as revenue. We do not expect the adoption of this accounting standard to materially affect our accounting for other revenue streams.
We are currently modifying our financial systems to provide accounting under the new method in addition to our current method and do not anticipate any business disruption related to adopting this guidance. We are continually evaluating the impact on our Consolidated Financial Statements with more recent financial information.
Business Combinations
In January 2017, the FASB issued ASU, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU applies to all entities that must determine whether they have acquired or sold a business. The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for fiscal years beginning after December 15, 2017, including the interim periods within those periods, with earlier application permitted. Our adoption of this ASU for our fiscal year beginning January 1, 2018 is not expected to have a material effect on our Consolidated Financial Statements.
Cash Flows
In August 2016, the FASB issued ASU, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU applies to all entities that are required to present a statement of cash flows under Topic 230. The amendments provide guidance on eight specific cash flow issues and includes clarification on how these items should be classified in the statement of cash flows and is designed to help eliminate diversity in practice as to where items are classified in the cash flow statement.
In November 2016, the FASB issued additional guidance on this topic that requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with earlier application permitted for all entities. We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2018 and are currently evaluating the impact the adoption of this new accounting standard will have on our Consolidated Financial Statements.
Financial Instruments
In January 2016, the FASB issued ASU, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments and apply to all entities that hold financial assets or owe financial liabilities. The amendments in this ASU also simplify the impairment assessment of equity investments without readily determinable fair values by requiring assessment for impairment qualitatively at each reporting period. That impairment assessment is similar to the qualitative assessment for long-lived assets, goodwill, and indefinite-lived intangible assets. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with earlier application permitted for financial statements that have not been issued. We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2018 and are currently evaluating the impact the adoption of this new accounting standard will have on our Consolidated Financial Statements.
In June 2016, the FASB issued ASU, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU applies to all entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The main objective of the ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. This amendment replaces the incurred loss impairment methodology in the current standard with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with earlier application permitted for all entities. We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2020 and are currently evaluating the impact the adoption of this new accounting standard will have on our Consolidated Financial Statements.
Leases
In February 2016, the FASB issued ASU, Leases (Topic 842). This ASU addresses certain aspects of recognition, presentation, and disclosure of leases and applies to all entities that enter into a lease, with some specified scope exemptions. The amendments in this ASU aim to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with earlier application permitted for all entities. Both lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which recognizes the cumulative effect of initially applying the standard as an adjustment to retained earnings at the date of initial application. We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2019 and are currently evaluating the impact the adoption of this new accounting standard will have on our Consolidated Financial Statements.
3. PRENEED TRUST INVESTMENTS
Preneed Cemetery Trust Investments
Preneed cemetery trust investments represent trust fund assets that we are permitted to withdraw as services and merchandise are provided to customers. Preneed cemetery contracts are secured by payments from customers, less retained amounts not required to be deposited into trust. Preneed cemetery trust investments can be reduced by the trust earnings we have been allowed to withdraw in certain states prior to our performance.
The components of Preneed cemetery trust investments on our Consolidated Balance Sheets at December 31, 2016 and March 31, 2017 were as follows (in thousands):
|
| | | | | | | |
| December 31, 2016 | | March 31, 2017 |
Preneed cemetery trust investments, at market value | $ | 71,834 |
| | $ | 72,109 |
|
Less: allowance for contract cancellation | (2,138 | ) | | (2,134 | ) |
Preneed cemetery trust investments, net | $ | 69,696 |
| | $ | 69,975 |
|
Upon cancellation of a preneed cemetery contract, a customer is generally entitled to receive a refund of the corpus, and in some instances, a portion of all of the earnings held in trust. In certain jurisdictions, we may be obligated to fund any shortfall if the amounts deposited by the customer exceed the funds in trust, including investment income. As a result, when realized or unrealized losses of a trust result in the trust being underfunded, we assess whether we are responsible for replenishing the corpus of the trust, in which case a loss provision is recorded. At March 31, 2017, none of our preneed cemetery trust investments were underfunded.
Earnings from our preneed cemetery trust investments are recognized as revenue when a service is performed or merchandise is delivered. Trust management fees charged by CSV RIA are included in revenue in the period in which they are earned.
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 and common stock. Where quoted market prices are not available for the specific security, fair values are estimated by using quoted prices of similar securities in active markets or other inputs other than quoted prices that can corroborate observable market data. These investments are fixed income securities, including municipal bonds, foreign debt, corporate debt, preferred stocks, mortgage-backed securities and fixed income mutual funds, all of which are classified within Level 2 of the valuation hierarchy. We review and update our fair value hierarchy classifications quarterly. There were no transfers between Levels 1 and 2 in the three months ended March 31, 2017. There are no Level 3 investments in the preneed cemetery trust investment portfolio. See Note 7 to the Consolidated Financial Statements included herein for further information on the fair value measurement and the three-level hierarchy.
The cost and fair market values associated with preneed cemetery trust investments at March 31, 2017 are detailed below (in thousands):
|
| | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 9,100 |
| | $ | — |
| | $ | — |
| | $ | 9,100 |
|
Fixed income securities: | | | | | | | | | |
Municipal bonds | 2 | | 494 |
| | 8 |
| | (33 | ) | | 469 |
|
Foreign debt | 2 | | 6,121 |
| | 235 |
| | (420 | ) | | 5,936 |
|
Corporate debt | 2 | | 19,699 |
| | 1,161 |
| | (1,027 | ) | | 19,833 |
|
Preferred stock | 2 | | 16,224 |
| | 34 |
| | (728 | ) | | 15,530 |
|
Mortgage-backed securities | 2 | | 1,068 |
| | 336 |
| | (13 | ) | | 1,391 |
|
Common stock | 1 | | 17,228 |
| | 2,708 |
| | (2,206 | ) | | 17,730 |
|
Mutual funds: | | | | | | | | | |
Fixed Income | 2 | | 1,216 |
| | 120 |
| | — |
| | 1,336 |
|
Trust securities | | | $ | 71,150 |
| | $ | 4,602 |
| | $ | (4,427 | ) | | $ | 71,325 |
|
Accrued investment income | | | $ | 784 |
| | | | | | $ | 784 |
|
Preneed cemetery trust investments | | | | | | | | | $ | 72,109 |
|
Market value as a percentage of cost | | | | | | | | | 100.2 | % |
The estimated maturities of the fixed income securities included above are as follows (in thousands):
|
| | | |
Due in one year or less | $ | 167 |
|
Due in one to five years | 4,603 |
|
Due in five to ten years | 4,374 |
|
Thereafter | 34,015 |
|
Total | $ | 43,159 |
|
The cost and fair market values associated with preneed cemetery trust investments at December 31, 2016 are detailed below (in thousands):
|
| | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 10,852 |
| | $ | — |
| | $ | — |
| | $ | 10,852 |
|
Fixed income securities: | | | | | | | | | |
Municipal bonds | 2 | | 496 |
| | 18 |
| | (4 | ) | | 510 |
|
Foreign debt | 2 | | 7,574 |
| | 160 |
| | (656 | ) | | 7,078 |
|
Corporate debt | 2 | | 20,621 |
| | 1,569 |
| | (1,123 | ) | | 21,067 |
|
Preferred stock | 2 | | 16,287 |
| | 8 |
| | (947 | ) | | 15,348 |
|
Mortgage-backed securities | 2 | | 949 |
| | 372 |
| | (4 | ) | | 1,317 |
|
Common stock | 1 | | 13,250 |
| | 2,191 |
| | (1,838 | ) | | 13,603 |
|
Mutual funds: | | | | | | | | | |
Fixed income | | | 1,223 |
| | 107 |
| | — |
| | 1,330 |
|
Trust securities | | | $ | 71,252 |
| | $ | 4,425 |
| | $ | (4,572 | ) | | $ | 71,105 |
|
Accrued investment income | | | $ | 729 |
| | | | | | $ | 729 |
|
Preneed cemetery trust investments | | | | | | | | | $ | 71,834 |
|
Market value as a percentage of cost | | | | | | | | | 99.8 | % |
We determine whether or not the assets in the preneed cemetery trust investments have an other-than-temporary impairment on a security-by-security basis. This assessment is made based upon a number of criteria, including the length of time a security has been in a loss position, changes in market conditions and concerns related to the specific issuer. If a loss is considered to be other-than-temporary, the cost basis of the security is adjusted downward to its fair market value. Any reduction in the cost basis of the investment due to an other-than-temporary impairment is likewise recorded as a reduction in Deferred preneed cemetery receipts held in trust on our Consolidated Balance Sheets. In the three months ended March 31, 2016, we recorded a $0.7 million impairment for other-than-temporary declines in the fair value related to unrealized losses on certain investments. We did not record any impairments in the three months ended March 31, 2017. There is no impact on earnings until such time that the loss is realized in the trusts, allocated to preneed contracts and the services are performed or the merchandise is delivered, causing the contract to be withdrawn from the trust in accordance with state regulations.
At March 31, 2017, we had certain investments within our preneed cemetery trust investments that had tax lots in loss positions for more than one year. Based on our analyses of these securities, the companies’ businesses and current market conditions, we determined that these investment losses were temporary in nature.
Our cemetery merchandise and service trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses as of March 31, 2017 are shown in the following table (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2017 |
| 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: | | | | | | | | | | | |
Municipal bonds | $ | 399 |
| | $ | (33 | ) | | $ | — |
| | $ | — |
| | $ | 399 |
| | $ | (33 | ) |
Foreign debt | 845 |
| | (20 | ) | | 2,553 |
| | (400 | ) | | 3,398 |
| | (420 | ) |
Corporate debt | 7,146 |
| | (529 | ) | | 1,715 |
| | (498 | ) | | 8,861 |
| | (1,027 | ) |
Preferred stock | 1,933 |
| | (64 | ) | | 11,750 |
| | (664 | ) | | 13,683 |
| | (728 | ) |
Mortgage-backed securities | 270 |
| | (13 | ) | | — |
| | — |
| | 270 |
| | (13 | ) |
Common stock | 4,652 |
| | (419 | ) | | 3,196 |
| | (1,787 | ) | | 7,848 |
| | (2,206 | ) |
Total temporary impaired securities | $ | 15,245 |
| | $ | (1,078 | ) | | $ | 19,214 |
| | $ | (3,349 | ) | | $ | 34,459 |
| | $ | (4,427 | ) |
Our cemetery merchandise and service trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses as of December 31, 2016 are shown in the following table (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2016 |
| 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: | | | | | | | | | | | |
Municipal bonds | $ | 228 |
| | $ | (4 | ) | | $ | — |
| | $ | — |
| | $ | 228 |
| | $ | (4 | ) |
Foreign debt | 2,523 |
| | (180 | ) | | 2,868 |
| | (475 | ) | | 5,391 |
| | (655 | ) |
Corporate debt | 6,939 |
| | (233 | ) | | 2,168 |
| | (890 | ) | | 9,107 |
| | (1,123 | ) |
Preferred stock | 3,217 |
| | (121 | ) | | 11,635 |
| | (826 | ) | | 14,852 |
| | (947 | ) |
Mortgage-backed securities | 51 |
| | (5 | ) | | — |
| | — |
| | 51 |
| | (5 | ) |
Common stock | 2,608 |
| | (202 | ) | | 3,385 |
| | (1,636 | ) | | 5,993 |
| | (1,838 | ) |
Total temporary impaired securities | $ | 15,566 |
| | $ | (745 | ) | | $ | 20,056 |
| | $ | (3,827 | ) | | $ | 35,622 |
| | $ | (4,572 | ) |
Preneed cemetery trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations for the three months ended March 31, 2016 and 2017 were as follows (in thousands):
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Investment income | $ | 291 |
| | $ | 589 |
|
Realized gains | 108 |
| | 820 |
|
Realized losses | (2,480 | ) | | (383 | ) |
Expenses and taxes | (343 | ) | | (545 | ) |
Decrease (increase) in deferred preneed cemetery receipts held in trust | 2,424 |
| | (481 | ) |
| $ | — |
| | $ | — |
|
Purchases and sales of investments in the preneed cemetery trusts for the three months ended March 31, 2016 and 2017 were as follows (in thousands):
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Purchases | $ | (10,892 | ) | | $ | (7,609 | ) |
Sales | $ | 7,354 |
| | $ | 5,982 |
|
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. Preneed funeral trust investments are reduced by the trust earnings we have been allowed to withdraw in certain states prior to our performance.
The components of Preneed funeral trust investments on our Consolidated Balance Sheets at December 31, 2016 and March 31, 2017 were as follows (in thousands):
|
| | | | | | | |
| December 31, 2016 | | March 31, 2017 |
Preneed funeral trust investments, at market value | $ | 91,980 |
| | $ | 91,825 |
|
Less: allowance for contract cancellation | (2,740 | ) | | (2,721 | ) |
Preneed funeral trust investments, net | $ | 89,240 |
| | $ | 89,104 |
|
Upon cancellation of a preneed funeral contract, a customer is generally entitled to receive a refund of the corpus and in some instances, a portion of all earnings held in trust. In certain jurisdictions, we may be obligated to fund any shortfall if the amounts deposited by the customer exceed the funds in trust, including investment income. As a result, when realized or unrealized losses of a trust result in the trust being underfunded, we assess whether we are responsible for replenishing the corpus of the trust, in which case a loss provision is recorded. At March 31, 2017, none of our preneed funeral trust investments were underfunded.
Earnings from our preneed funeral trust investments are recognized as revenue when a service is performed or merchandise is delivered. Trust management fees charged by CSV RIA are included in revenue in the period in which they are earned.
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 and common stock. 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 other inputs other than quoted prices that can corroborate observable market data. These investments are fixed income securities including U.S treasury debt, municipal bonds, foreign debt, corporate debt, preferred stocks, mortgage-backed securities and fixed income mutual funds and other investments, all of which are classified within Level 2 of the valuation hierarchy. We review and update our fair value hierarchy classifications quarterly. There were no transfers between Levels 1 and 2 for the three months ended March 31, 2017. There are no Level 3 investments in the preneed funeral trust investment portfolio. See Note 7 to the Consolidated Financial Statements included herein for further information on the fair value measurement and the three-level hierarchy.
The cost and fair market values associated with preneed funeral trust investments at March 31, 2017 are detailed below (in thousands):
|
| | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 20,471 |
| | $ | — |
| | $ | — |
| | $ | 20,471 |
|
Fixed income securities: | | | | | | | | | |
U.S treasury debt | 1 | | 1,491 |
| | 18 |
| | (7 | ) | | 1,502 |
|
Municipal bonds | 2 | | 446 |
| | 9 |
| | (32 | ) | | 423 |
|
Foreign debt | 2 | | 6,159 |
| | 249 |
| | (438 | ) | | 5,970 |
|
Corporate debt | 2 | | 20,736 |
| | 1,195 |
| | (1,018 | ) | | 20,913 |
|
Preferred stock | 2 | | 16,996 |
| | 103 |
| | (748 | ) | | 16,351 |
|
Mortgage-backed securities | 2 | | 1,291 |
| | 363 |
| | (14 | ) | | 1,640 |
|
Common stock | 1 | | 17,551 |
| | 2,818 |
| | (2,242 | ) | | 18,127 |
|
Mutual funds: | | | | | | | | | |
Fixed income | 2 | | 2,088 |
| | 130 |
| | (60 | ) | | 2,158 |
|
Other investments | 2 | | 3,458 |
| | — |
| | — |
| | 3,458 |
|
Trust securities | | | $ | 90,687 |
| | $ | 4,885 |
| | $ | (4,559 | ) | | $ | 91,013 |
|
Accrued investment income | | | $ | 812 |
| | | | | | $ | 812 |
|
Preneed funeral trust investments | | | | | | | | | $ | 91,825 |
|
Market value as a percentage of cost | | | | | | | | | 100.4 | % |
The estimated maturities of the fixed income securities included above are as follows (in thousands):
|
| | | |
Due in one year or less | $ | 180 |
|
Due in one to five years | 6,067 |
|
Due in five to ten years | 4,697 |
|
Thereafter | 35,855 |
|
Total | $ | 46,799 |
|
The cost and fair market values associated with preneed funeral trust investments at December 31, 2016 are detailed below (in thousands): |
| | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 22,787 |
| | $ | — |
| | $ | — |
| | $ | 22,787 |
|
Fixed income securities: | | | | | | | | | |
U.S. treasury debt | 1 | | 1,491 |
| | 21 |
| | (10 | ) | | 1,502 |
|
Municipal bonds | 2 | | 447 |
| | 17 |
| | (4 | ) | | 460 |
|
Foreign debt | 2 | | 7,692 |
| | 170 |
| | (677 | ) | | 7,185 |
|
Corporate debt | 2 | | 21,454 |
| | 1,566 |
| | (1,134 | ) | | 21,886 |
|
Preferred stock | 2 | | 17,037 |
| | 64 |
| | (970 | ) | | 16,131 |
|
Mortgage-backed securities | 2 | | 1,165 |
| | 400 |
| | (5 | ) | | 1,560 |
|
Common stock | 1 | | 13,675 |
| | 2,256 |
| | (1,850 | ) | | 14,081 |
|
Mutual funds: | | | | | | | | | |
Fixed income | 2 | | 2,124 |
| | 115 |
| | (66 | ) | | 2,173 |
|
Other investments | 2 | | 3,463 |
| | — |
| | — |
| | 3,463 |
|
Trust securities | | | $ | 91,335 |
| | $ | 4,609 |
| | $ | (4,716 | ) | | $ | 91,228 |
|
Accrued investment income | | | $ | 752 |
| | | | | | $ | 752 |
|
Preneed funeral trust investments | | | | | | | | | $ | 91,980 |
|
Market value as a percentage of cost | | | | | | | | | 99.9 | % |
We determine whether or not the assets in the preneed funeral trust investments have other-than-temporary impairments on a security-by-security basis. This assessment is made based upon a number of criteria including the length of time a security has been in a loss position, changes in market conditions and concerns related to the specific issuer. If a loss is considered to be other-than-temporary, the cost basis of the security is adjusted downward to its fair market value. Any reduction in the cost basis of the investment due to an other-than-temporary impairment is likewise recorded as a reduction to Deferred preneed funeral receipts held in trust on our Consolidated Balance Sheets. In the three months ended March 31, 2016, we recorded a $0.8 million impairment for other-than-temporary declines in the fair value related to unrealized losses on certain investments. We did not record any impairments in the three months ended March 31, 2017. There is no impact on earnings until such time that the loss is realized in the trusts, allocated to preneed contracts and the services are performed or the merchandise is delivered, causing the contract to be withdrawn from the trust in accordance with state regulations.
At March 31, 2017, we had certain investments within our preneed funeral trust investments that had tax lots in loss positions for more than one year. Based on our analyses of these securities, the companies’ businesses and current market conditions, we determined that these investment losses were temporary in nature.
Our preneed funeral trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses as of March 31, 2017 are shown in the following table (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2017 |
| 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 | $ | 836 |
| | $ | (7 | ) | | $ | — |
| | $ | — |
| | $ | 836 |
| | $ | (7 | ) |
Municipal bonds | 349 |
| | (32 | ) | | — |
| | — |
| | 349 |
| | (32 | ) |
Foreign debt | 854 |
| | (22 | ) | | 2,581 |
| | (416 | ) | | 3,435 |
| | (438 | ) |
Corporate debt | 7,211 |
| | (510 | ) | | 1,790 |
| | (508 | ) | | 9,001 |
| | (1,018 | ) |
Preferred stock | 2,046 |
| | (68 | ) | | 11,881 |
| | (680 | ) | | 13,927 |
| | (748 | ) |
Mortgage-backed securities | 290 |
| | (13 | ) | | 10 |
| | (1 | ) | | 300 |
| | (14 | ) |
Mutual funds: | | | | | | | | | | | |
Equity | 4,781 |
| | (439 | ) | | 3,188 |
| | (1,803 | ) | | 7,969 |
| | (2,242 | ) |
Fixed income | 85 |
| | (4 | ) | | 631 |
| | (56 | ) | | 716 |
| | (60 | ) |
Total temporary impaired securities | $ | 16,452 |
| | $ | (1,095 | ) | | $ | 20,081 |
| | $ | (3,464 | ) | | $ | 36,533 |
| | $ | (4,559 | ) |
Our preneed funeral trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses as of December 31, 2016 are shown in the following table (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2016 |
| 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 | $ | 834 |
| | $ | (10 | ) | | $ | — |
| | $ | — |
| | $ | 834 |
| | $ | (10 | ) |
Municipal bonds | 244 |
| | (5 | ) | | — |
| | — |
| | 244 |
| | (5 | ) |
Foreign debt | 2,654 |
| | (186 | ) | | 2,905 |
| | (490 | ) | | 5,559 |
| | (676 | ) |
Corporate debt | 6,977 |
| | (215 | ) | | 2,234 |
| | (919 | ) | | 9,211 |
| | (1,134 | ) |
Preferred stock | 3,420 |
| | (128 | ) | | 11,750 |
| | (842 | ) | | 15,170 |
| | (970 | ) |
Mortgage-backed securities | 55 |
| | (5 | ) | | 11 |
| | (1 | ) | | 66 |
| | (6 | ) |
Mutual funds: | | | | | | | | | | | |
Equity | 2,795 |
| | (216 | ) | | 3,390 |
| | (1,634 | ) | | 6,185 |
| | (1,850 | ) |
Fixed income | 97 |
| | (7 | ) | | 644 |
| | (58 | ) | | 741 |
| | (65 | ) |
Total temporary impaired securities | $ | 17,076 |
| | $ | (772 | ) | | $ | 20,934 |
| | $ | (3,944 | ) | | $ | 38,010 |
| | $ | (4,716 | ) |
Preneed funeral trust investment security transactions recorded in Other, net on the Consolidated Statements of Operations for the three months ended March 31, 2016 and 2017 were as follows (in thousands):
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Investment income | $ | 340 |
| | $ | 591 |
|
Realized gains | 144 |
| | 824 |
|
Realized losses | (2,396 | ) | | (379 | ) |
Expenses and taxes | (247 | ) | | (339 | ) |
Decrease (increase) in deferred preneed funeral receipts held in trust | 2,159 |
| | (697 | ) |
| $ | — |
| | $ | — |
|
Purchases and sales of investments in the preneed funeral trusts for the three months ended March 31, 2016 and 2017 were as follows (in thousands):
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Purchases | $ | (11,407 | ) | | $ | (7,609 | ) |
Sales | $ | 7,458 |
| | $ | 6,002 |
|
4. PRENEED CEMETERY RECEIVABLES
Preneed sales of cemetery interment rights and related products and services are usually financed through interest-bearing installment sales contracts, generally with terms of up to five years with such interest income reflected as Preneed cemetery finance charges. In substantially all cases, we receive an initial down payment at the time the contract is signed. At March 31, 2017, our total financed preneed receivables were $39.1 million, of which $28.8 million and $10.3 million were for cemetery interment rights and for merchandise and services, respectively. These amounts are presented on our consolidated balance sheet as $11.4 million within Accounts receivable and $27.7 million within Preneed receivables and exclude unearned finance charges and allowance for contract cancellations. The unearned finance charges associated with these receivables were $5.7 million at both December 31, 2016 and March 31, 2017.
We determine an allowance for customer cancellations and refunds on contracts in which revenue has been recognized on sales of cemetery interment rights. We have a collections policy where past due notifications are sent to the customer beginning at 15 days past due and periodically thereafter until the contract is cancelled or payment is received. We reserve 100% of the receivables on contracts in which the revenue has been recognized and payments are 90 days past due or more, which was approximately 4.3% of the total receivables on recognized sales at March 31, 2017. An allowance is recorded at the date that the contract is executed and periodically adjusted thereafter based upon actual collection experience at the business level. For the three months ended March 31, 2017, the change in the allowance for contract cancellations was as follows (in thousands):
|
| | | |
| March 31, 2017 |
Beginning balance | $ | 1,861 |
|
Write-offs and cancellations | (336 | ) |
Provision | 255 |
|
Ending balance | $ | 1,780 |
|
The aging of past due financing receivables as of March 31, 2017 was as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31-60 Past Due | | 61-90 Past Due | | 91-120 Past Due | | >120 Past Due | | Total Past Due | | Current | | Total Financing Receivables |
Recognized revenue | $ | 671 |
| | $ | 349 |
| | $ | 142 |
| | $ | 1,086 |
| | $ | 2,248 |
| | $ | 26,575 |
| | $ | 28,823 |
|
Deferred revenue | 210 |
| | 108 |
| | 56 |
| | 343 |
| | 717 |
| | 9,576 |
| | 10,293 |
|
Total contracts | $ | 881 |
| | $ | 457 |
| | $ | 198 |
| | $ | 1,429 |
| | $ | 2,965 |
| | $ | 36,151 |
| | $ | 39,116 |
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5. RECEIVABLES FROM PRENEED TRUSTS
The receivables from preneed 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. As of December 31, 2016 and March 31, 2017, receivables from preneed trusts were as follows (in thousands):
|
| | | | | | | |
| December 31, 2016 | | March 31, 2017 |
Preneed trust funds, at cost | $ | 14,658 |
| | $ | 15,105 |
|
Less: allowance for contract cancellation | (440 | ) | | (453 | ) |
Receivables from preneed trusts, net | $ | 14,218 |
| | $ | 14,652 |
|
The following summary reflects the composition of the assets held in trust and controlled by third parties to satisfy our future obligations under preneed arrangements related to the preceding contracts at March 31, 2017 and December 31, 2016. The cost basis includes reinvested interest and dividends that have been earned on the trust assets. Fair value includes the unrealized gains and losses on trust assets.
The composition of the preneed trust funds at March 31, 2017 was as follows (in thousands):
|
| | | | | | | |
| Historical Cost Basis | | Fair Value |
| (in thousands) |
As of March 31, 2017 | | | |
Cash and cash equivalents | $ | 3,629 |
| | $ | 3,629 |
|
Fixed income investments | 8,832 |
| | 8,832 |
|
Mutual funds and common stocks | 2,628 |
| | 2,641 |
|
Annuities | 16 |
| | 16 |
|
Total | $ | 15,105 |
| | $ | 15,118 |
|
The composition of the preneed trust funds at December 31, 2016 was as follows (in thousands):
|
| | | | | | | |
| Historical Cost Basis | | Fair Value |
| (in thousands) |
As of December 31, 2016 | | | |
Cash and cash equivalents | $ | 3,378 |
| | $ | 3,378 |
|
Fixed income investments | 8,809 |
| | 8,809 |
|
Mutual funds and common stocks | 2,455 |
| | 2,463 |
|
Annuities | 16 |
| | 16 |
|
Total | $ | 14,658 |
| | $ | 14,666 |
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6.CEMETERY PERPETUAL CARE TRUST INVESTMENTS
Care trusts’ corpus on our Consolidated Balance Sheets represents the corpus of those trusts plus undistributed income. The components of Care trusts’ corpus as of December 31, 2016 and March 31, 2017 were as follows (in thousands):
|
| | | | | | | |
| December 31, 2016 | | March 31, 2017 |
Trust assets, at market value | $ | 46,889 |
| | $ | 47,716 |
|
Obligations due from trust | (599 | ) | | (466 | ) |
Care trusts’ corpus | $ | 46,290 |
| | $ | 47,250 |
|
We are required by various state laws to pay a portion of the proceeds from the sale of cemetery property interment rights 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, as earned, in Revenues: Cemetery. Trust management fees charged by CSV RIA are included in revenue in the period in which they are earned. At March 31, 2017, none of our cemetery perpetual care trust investments were underfunded.
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 and common stock. 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 other inputs other than quoted prices that can corroborate observable market data. These investments are municipal
bonds, foreign debt, corporate debt, preferred stock, mortgage-backed securities and fixed income mutual funds, all of which are classified within Level 2 of the valuation hierarchy. We review and update our fair value hierarchy classifications quarterly. There were no transfers between Levels 1 and 2 in the three months ended March 31, 2017. There are no Level 3 investments in the cemetery perpetual care trust investment portfolio. See Note 7 to the Consolidated Financial Statements included herein for further information of the fair value measurement and the three-level valuation hierarchy.
The following table reflects the cost and fair market values associated with the trust investments held in perpetual care trust funds at March 31, 2017 (in thousands):
|
| | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 5,407 |
| | $ | — |
| | $ | — |
| | $ | 5,407 |
|
Fixed income securities: | | | | | | | | | |
Municipal bonds | 2 | | 367 |
| | 5 |
| | (24 | ) | | 348 |
|
Foreign debt | 2 | | 4,423 |
| | 156 |
| | (273 | ) | | 4,306 |
|
Corporate debt | 2 | | 13,400 |
| | 743 |
| | (696 | ) | | 13,447 |
|
Preferred stock | 2 | | 11,421 |
| | 21 |
| | (515 | ) | | 10,927 |
|
Mortgage-backed securities | 2 | | 650 |
| | 205 |
| | (8 | ) | | 847 |
|
Common stock | 1 | | 10,657 |
| | 1,693 |
| | (1,411 | ) | | 10,939 |
|
Mutual funds: | | | | | | | | | |
Fixed Income | 2 | | 862 |
| | 85 |
| | — |
| | 947 |
|
Trust securities | | | $ | 47,187 |
| | $ | 2,908 |
| | $ | (2,927 | ) | | $ | 47,168 |
|
Accrued investment income | | | $ | 548 |
| | | | | | $ | 548 |
|
Cemetery perpetual care investments | | | | | | | | | $ | 47,716 |
|
Market value as a percentage of cost | | | | | | | | | 100.0 | % |
The estimated maturities of the fixed income securities included above are as follows (in thousands):
|
| | | |
Due in one year or less | $ | 102 |
|
Due in one to five years | 2,903 |
|
Due in five to ten years | 3,088 |
|
Thereafter | 23,782 |
|
| $ | 29,875 |
|
The following table reflects the cost and fair market values associated with the trust investments held in perpetual care trust funds at December 31, 2016 (in thousands):
|
| | | | | | | | | | | | | | | | | |
| Fair Value Hierarchy Level | | Cost | | Unrealized Gains | | Unrealized Losses | | Fair Market Value |
Cash and money market accounts | 1 | | $ | 6,522 |
| | $ | — |
| | $ | — |
| | $ | 6,522 |
|
Fixed income securities: | | | | | | | | | |
Municipal bonds | 2 | | 365 |
| | 13 |
| | (3 | ) | | 375 |
|
Foreign debt | 2 | | 5,100 |
| | 99 |
| | (435 | ) | | 4,764 |
|
Corporate debt | 2 | | 13,715 |
| | 966 |
| | (821 | ) | | 13,860 |
|
Preferred stock | 2 | | 11,323 |
| | 5 |
| | (664 | ) | | 10,664 |
|
Mortgage-backed securities | 2 | | 569 |
| | 223 |
| | (3 | ) | | 789 |
|
Common stock | 1 | | 8,259 |
| | 1,382 |
| | (1,146 | ) | | 8,495 |
|
Mutual funds: | | | | | | | | | |
Fixed income | 2 | | 855 |
| | 76 |
| | — |
| | 931 |
|
Trust securities | | | $ | 46,708 |
| | $ | 2,764 |
| | $ | (3,072 | ) | | $ | 46,400 |
|
Accrued investment income | | | $ | 489 |
| | | | | | $ | 489 |
|
Cemetery perpetual care investments | | | | | | | | | $ | 46,889 |
|
Market value as a percentage of cost | | | | | | | | | 99.3 | % |
We determine whether or not the assets in the cemetery perpetual care trusts have an other-than-temporary impairment on a security-by-security basis. This assessment is made based upon a number of criteria including the length of time a security has been in a loss position, changes in market conditions and concerns related to the specific issuer. If a loss is considered to be other-than-temporary, the cost basis of the security is adjusted downward to its fair market value. Any reduction in the cost basis due to an other-than-temporary impairment is also recorded as a reduction to Care trusts’ corpus. In the three months ended March 31, 2016, we recorded a $0.4 million impairment for other-than-temporary declines in the fair value related to unrealized losses on certain investments. We did not record any impairments in the three months ended March 31, 2017. There is no impact on earnings until such time that the loss is realized in the trusts, allocated to preneed contracts and the services are performed or the merchandise is delivered, causing the contract to be withdrawn from the trust in accordance with state regulations.
At March 31, 2017, we had certain investments within our perpetual care trust investments that had tax lots in loss positions for more than one year. Based on our analyses of these securities, the companies’ businesses and current market conditions, we determined that these investment losses were temporary in nature.
Our perpetual care trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses for the periods ended March 31, 2017 are shown in the following table (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2017 |
| 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: | | | | | | | | | | | |
Municipal bonds | $ | 306 |
| | $ | (24 | ) | | $ | — |
| | $ | — |
| | $ | 306 |
| | $ | (24 | ) |
Foreign debt | 583 |
| | (13 | ) | | 1,763 |
| | (260 | ) | | 2,346 |
| | (273 | ) |
Corporate debt | 5,047 |
| | (335 | ) | | 1,151 |
| | (361 | ) | | 6,198 |
| | (696 | ) |
Preferred stock | 1,287 |
| | (41 | ) | | 8,516 |
| | (474 | ) | | 9,803 |
| | (515 | ) |
Mortgage-backed securities | 164 |
| | (8 | ) | | — |
| | — |
| | 164 |
| | (8 | ) |
Common stock | 2,901 |
| | (268 | ) | | 1,904 |
| | (1,143 | ) | | 4,805 |
| | (1,411 | ) |
Total temporary impaired securities | $ | 10,288 |
| | $ | (689 | ) | | $ | 13,334 |
| | $ | (2,238 | ) | | $ | 23,622 |
| | $ | (2,927 | ) |
Our perpetual care trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses for the periods ended December 31, 2016 are shown in the following table (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2016 |
| 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: | | | | | | | | | | | |
Municipal bonds | $ | 137 |
| | $ | (3 | ) | | $ | — |
| | $ | — |
| | $ | 137 |
| | $ | (3 | ) |
Foreign debt | 1,619 |
| | (120 | ) | | 1,961 |
| | (315 | ) | | 3,580 |
| | (435 | ) |
Corporate debt | 4,679 |
| | (152 | ) | | 1,439 |
| | (669 | ) | | 6,118 |
| | (821 | ) |
Preferred stock | 2,038 |
| | (77 | ) | | 8,329 |
| | (587 | ) | | 10,367 |
| | (664 | ) |
Mortgage-backed securities | 31 |
| | (3 | ) | | — |
| | — |
| | 31 |
| | (3 | ) |
Common stock | 1,563 |
| | (121 | ) | | 2,004 |
| | (1,025 | ) | | 3,567 |
| | (1,146 | ) |
Total temporary impaired securities | $ | 10,067 |
| | $ | (476 | ) | | $ | 13,733 |
| | $ | (2,596 | ) | | $ | 23,800 |
| | $ | (3,072 | ) |
Perpetual care trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations for the three months ended March 31, 2016 and 2017 were as follows (in thousands):
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Realized gains | $ | 47 |
| | $ | 281 |
|
Realized losses | (1,249 | ) | | (149 | ) |
Decrease (increase) in care trusts’ corpus | 1,202 |
| | (132 | ) |
Total | $ | — |
| | $ | — |
|
Perpetual care trust investment security transactions recorded in Revenues: Cemetery for the three months ended March 31, 2016 and 2017 were as follows (in thousands):
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Investment income | $ | 1,476 |
| | $ | 1,705 |
|
Realized gain, net | (262 | ) | | (499 | ) |
Total | $ | 1,214 |
| | $ | 1,206 |
|
Purchases and sales of investments in the perpetual care trusts for the three months ended March 31, 2016 and 2017 were as follows (in thousands):
|
| | | | | | | |
| For the Three Months Ended March 31, |
| 2016 | | 2017 |
Purchases | $ | (6,758 | ) | | $ | (5,012 | ) |
Sales | $ | 4,748 |
| | $ | 3,887 |
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7. FAIR VALUE MEASUREMENTS
We evaluate our financial assets and liabilities for those financial assets and liabilities that meet the criteria of the disclosure requirements and fair value framework. The carrying values of cash and cash equivalents, trade receivables and trade payables approximate the fair values of those instruments due to the short-term nature of the instruments. The fair values of receivables on preneed funeral and 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 long-term debt and Credit Facility (as defined in Note 9) are classified within Level 2 of the Fair Value Measurement hierarchy. The fair values of our long-term debt and Credit Facility approximate the carrying values of these instruments based on the index yields of similar securities compared to U.S. Treasury yield curves. The fair value of the convertible subordinated notes due 2021 was approximately $187.4 million at March 31, 2017 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 investment categories on our Consolidated Balance Sheets as having met the criteria for fair value measurement. As of March 31, 2017, we did not have any assets that had fair values determined by Level 3 inputs and no liabilities measured at fair value.
We account for our investments as available-for-sale and measure them at fair value under the standards of financial accounting and reporting for investments in equity instruments that have readily determinable fair values and for all investments in debt securities. See Notes 3 and 6 to our Consolidated Financial Statements included herein for the fair value hierarchy levels of our trust investments.
8. INTANGIBLE AND OTHER NON-CURRENT ASSETS
Intangibles and other non-current assets at December 31, 2016 and March 31, 2017 were as follows (in thousands):
|
| | | | | | | |
| December 31, 2016 | | March 31, 2017 |
Prepaid agreements not-to-compete, net of accumulated amortization of $5,501 and $5,637, respectively | $ | 3,244 |
| | $ | 3,173 |
|
Tradenames | 11,663 |
| | 11,663 |
|
Other | 50 |
| | 42 |
|
Intangible and other non-current assets | $ | 14,957 |
| | $ | 14,878 |
|
Prepaid agreements not-to-compete are amortized over the term of the respective agreements, ranging generally from one to ten years. Amortization expense was approximately $102,000 and $136,000 for the three months ended March 31, 2016 and 2017, respectively. Our tradenames have indefinite lives and therefore are not amortized.
9.LONG-TERM DEBT
Our long-term debt consisted of the following at December 31, 2016 and March 31, 2017 (in thousands):
|
| | | | | | | |
| December 31, 2016 | | March 31, 2017 |
Revolving credit facility, secured, floating rate | $ | 67,700 |
|