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1. | NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Nature of Operations
StoneMor Partners L.P. (“StoneMor”, the “Company” or the “Partnership”) is a provider of funeral and cemetery products and services in the death care industry in the United States. Through its subsidiaries, StoneMor offers a complete range of funeral merchandise and services, along with cemetery property, merchandise and services, both at the time of need and on a pre-need basis. As of December 31, 2013, the Partnership operated 277 cemeteries in 27 states and Puerto Rico, of which 259 are owned and 18 are operated under management or operating agreements. The Partnership also owned and operated 90 funeral homes in 18 states and Puerto Rico.
Basis of Presentation
The consolidated financial statements included in this Form 10-K have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The Company’s presentation of income tax expense (benefit) within its consolidated statement of operations has changed. The components of the income tax expense (benefit), “State” and “Federal,” previously presented as two subcaptions, have been collapsed into one caption “Income tax expense (benefit).” This change in the income tax expense (benefit) presentation has no effect on previously reported net income (loss).
Principles of Consolidation
The consolidated financial statements include the accounts of each of the Company’s subsidiaries. These statements also include the accounts of the merchandise and perpetual care trusts in which the Company has a variable interest and is the primary beneficiary. The Company operates 18 cemeteries under long-term operating or management contracts. The operations of 16 of these managed cemeteries have been consolidated in accordance with the provisions of Accounting Standards Codification (ASC) 810. The financial statements also include the effects of retrospective adjustments, resulting from one of the Company’s 2013 acquisitions (see Note 13).
The Company operates 2 cemeteries under long-term operating agreements that do not qualify as acquisitions for accounting purposes. As a result, the Company did not consolidate all of the existing assets and liabilities related to these cemeteries. The Company has consolidated the existing assets and liabilities of each of these cemeteries’ merchandise and perpetual care trusts as variable interest entities since the Company controls and receives the benefits and absorbs any losses from operating these trusts. Under these long-term operating agreements, which are subject to certain termination provisions, the Company is the exclusive operator of these cemeteries. The Company earns revenues related to sales of merchandise, services, and interment rights and incurs expenses related to such sales and the maintenance and upkeep of these cemeteries. Upon termination of these contracts, the Company will retain all of the benefits and related contractual obligations incurred from sales generated during the contract period. The Company has also recognized the existing merchandise liabilities that it assumed as part of these agreements.
Total revenues derived from the cemeteries under long-term management or operating contracts totaled approximately $33.2 million, $39.2 million and $39.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Summary of Significant Accounting Policies
The significant accounting policies followed by the Company are summarized below:
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents.
Cemetery Property
Cemetery property consists of developed and undeveloped cemetery property, constructed mausoleum crypts and lawn crypts and other cemetery property. Cemetery property is valued at cost, which is not in excess of market value.
Property and Equipment
Property and equipment is recorded at cost and depreciated on a straight-line basis. Maintenance and repairs are charged to expense as incurred, whereas additions and major replacements are capitalized and depreciation is recorded over their estimated useful lives as follows:
Buildings and improvements | 10 to 40 years | |
Furniture and equipment | 3 to 10 years | |
Leasehold improvements | over the shorter of the term of the lease or the life of the asset |
Merchandise Trusts
Pursuant to state law, a portion of the proceeds from pre-need sales of merchandise and services is put into trust (the “merchandise trust”) until such time that the Company meets the requirements for releasing trust principal, which is generally delivery of merchandise or performance of services. All investment earnings generated by the assets in the merchandise trusts (including realized gains and losses) are deferred until the associated merchandise is delivered or the services are performed (see Note 5).
Perpetual Care Trusts
Pursuant to state law, a portion of the proceeds from the sale of cemetery property is required to be paid into perpetual care trusts. The perpetual care trust principal does not belong to the Company and must remain in this trust into perpetuity while interest and dividends may be released and used to defray cemetery maintenance costs, which are expensed as incurred. The Company consolidates the trust into the Company’s financial statements in accordance with ASC 810-10-15-(13 through 22) because the trust is considered a variable interest entity for which the Company is the primary beneficiary. Earnings from the perpetual care trusts are recognized in current cemetery revenues (see Note 6).
Inventories
Inventories are classified within other current assets on the Company’s consolidated balance sheet and include cemetery and funeral home merchandise valued at the lower of cost or net realizable value. Cost is determined primarily on a specific identification basis on a first-in, first-out basis. Inventories were approximately $5.4 million and $4.7 million at December 31, 2013 and 2012, respectively.
Impairment of Long-Lived Assets
The Company monitors the recoverability of long-lived assets, including cemetery property, property and equipment and other assets, based on estimates using factors such as current market value, future asset utilization, business and regulatory climate and future undiscounted cash flows expected to result from the use of the related assets. The Company’s policy is to evaluate an asset for impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recovered. An impairment charge is recorded to write-down the asset to its fair value if the sum of future undiscounted cash flows is less than the carrying value of the asset. No impairment charges were recorded during the years ended December 31, 2013, 2012 and 2011, respectively.
Other-Than-Temporary Impairment of Trust Assets
The Company determines whether or not the impairment of a fixed maturity debt security is other-than-temporary by evaluating each of the following:
• | Whether it is the Company’s intent to sell the security. If there is intent to sell, the impairment is considered to be other-than-temporary. |
• | If there is no intent to sell, the Company evaluates if it is not more likely than not that the Company will be required to sell the debt security before its anticipated recovery. If the Company determines that it is more likely than not that it will be required to sell an impaired investment before its anticipated recovery, the impairment is considered to be other-than-temporary. |
The Company has further evaluated whether or not all assets in the merchandise trusts have other-than-temporary impairments based upon a number of criteria including the severity of the impairment, length of time a security has been in a loss position, changes in market conditions and concerns related to the specific issuer.
If an impairment is considered to be other-than-temporary, the cost basis of the security is adjusted downward to its fair value.
For assets held in the perpetual care trusts, any reduction in the cost basis due to an other-than-temporary impairment is offset with an equal and opposite reduction in the perpetual care trust corpus and has no impact on earnings.
For assets held in the merchandise trusts, any reduction in the cost basis due to an other-than-temporary impairment is recorded in deferred revenue.
The trust footnotes (Notes 5 and 6) disclose the adjusted cost basis of the assets in both the merchandise and perpetual care trust. This adjusted cost basis includes any adjustments to the original cost basis due to other-than-temporary impairments.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. The Company tests goodwill for impairment using a two-step test. In the first step of the test, the Company compares the fair value of the reporting unit to its carrying amount, including goodwill. The Company determines the fair value of each reporting unit using the income approach. The Company does not record an impairment of goodwill in instances where the fair value of a reporting unit exceeds its carrying amount. If the aggregate fair value of a reporting unit is less than the related carrying amount, the Company proceeds to the second step of the test in which it records an impairment loss in an amount equal to the excess of the carrying amount of goodwill over the implied fair value. The goodwill impairment test is performed annually or more frequently if events or circumstances indicate that impairment may exist.
Deferred Cemetery Revenues, Net
Revenues from the sale of services and merchandise, as well as any investment income from the merchandise trust is deferred until such time that the services are performed or the merchandise is delivered.
In addition to amounts deferred on new contracts, and investment income and unrealized gains on our merchandise trust, deferred cemetery revenues, net, includes deferred revenues from pre-need sales that were entered into by entities prior to the acquisition of those entities by the Company, including entities that were acquired by Cornerstone Family Services, Inc. upon its formation in 1999. The Company provides for a reasonable profit margin for these deferred revenues (deferred margin) to account for the future costs of delivering products and providing services on pre-need contracts that the Company acquired through acquisition. Deferred margin amounts are deferred until the merchandise is delivered or services are performed.
Sales of Cemetery Merchandise and Services
The Company sells its merchandise and services on both a pre-need and at-need basis. Sales of at-need cemetery services and merchandise are recognized as revenue when the service is performed or merchandise is delivered.
Pre-need sales are usually made on an installment contract basis. Contracts are usually for a period not to exceed 60 months with payments of principal and interest required. For those contracts that do not bear a market rate of interest, the Company imputes such interest based upon the prime rate plus 150 basis points, which resulted in a rate of 4.75% for contracts entered into during the years ended December 31, 2013, 2012 and 2011, in order to segregate the principal and interest component of the total contract value.
At the time of a pre-need sale, the Company records an account receivable in an amount equal to the total contract value less any cash deposit paid, net of an estimated allowance for customer cancellations. The revenue from both the sales and interest component is deferred. Interest revenue is recognized utilizing the effective interest method. Sales revenue is recognized in accordance with the rules discussed below.
The allowance for customer cancellations is established based on management’s estimates of expected cancellations and historical experiences and is currently averaging approximately 10% of total contract values. Future cancellation rates may differ from this current estimate. Management will continue to evaluate cancellation rates and will make changes to the estimate should the need arise. Actual cancellations did not vary significantly from the estimates of expected cancellations at December 31, 2013 and December 31, 2012, respectively.
Revenue recognition related to sales of cemetery merchandise and services is governed by Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements (“SAB No. 104”), and the retail land sales provisions of ASC 976. Per this guidance, revenue from the sale of burial lots and constructed mausoleum crypts is deferred until such time that 10% of the sales price has been collected, at which time it is fully earned; revenues from the sale of unconstructed mausoleums are recognized using the percentage-of-completion method of accounting while revenues from merchandise and services are recognized once such merchandise is delivered (title has transferred to the customer and the merchandise is either installed or stored, at the direction of the customer, at the vendor’s warehouse or a third-party warehouse at no additional cost to us) or services are performed.
In order to appropriately match revenue and expenses, the Company defers certain pre-need cemetery and prearranged funeral direct obtaining costs that vary with and are primarily related to the acquisition of new pre-need cemetery and prearranged funeral business. Such costs are accounted for under the provisions of ASC 944, and are expensed as revenues are recognized.
The Company records a merchandise liability equal to the estimated cost to provide services and purchase merchandise for all outstanding and unfulfilled pre-need contracts. The merchandise liability is established and recorded at the time of the sale but is not recognized as an expense until such time that the associated revenue for the underlying contract is also recognized. The merchandise liability is established based on actual costs incurred or an estimate of future costs, which may include a provision for inflation. The merchandise liability is reduced when services are performed or when payment for merchandise is made by the Company and title is transferred to the customer.
Sales of Funeral Home Services
Revenue from funeral home services is recognized as services are performed and merchandise is delivered.
Pursuant to state law, a portion of proceeds received from pre-need funeral service contracts is put into trust while amounts used to defray the initial administrative costs are not. All investment earnings generated by the assets in the trust (including realized gains and losses) are deferred until the associated merchandise is delivered or the services are performed. The balance of the amounts in these trusts is included within the merchandise trusts above.
Income Taxes
The Company’s subsidiaries are subject to both federal and state income taxes. The Company records deferred tax assets and deferred tax liabilities to recognize temporary differences between the bases of assets and liabilities in its tax and GAAP balance sheets and for federal and state net operating loss carryforwards and alternative minimum tax credits. The Company records a valuation allowance against its deferred tax assets if it deems that it is more likely than not that some portion or all of the recorded deferred tax assets will not be realizable in future periods.
Net Income per Unit
Basic net income per unit is determined by dividing net income, after deducting the amount of net income allocated to the general partner interest from its issuance date of September 20, 2004, by the weighted average number of units outstanding during the period. Diluted net income per unit is calculated in the same manner as basic net income per unit, except that the weighted average number of outstanding units is increased to include the dilutive effect of outstanding unit options and phantom unit awards. All outstanding unit appreciation rights (See Note 11) that would have a dilutive effect were assumed to be exercised and converted to common units using the average fair market value of a common unit for the period presented. Also, the average phantom units outstanding during the period were assumed to be converted to common units for the period presented. The diluted weighted average number of limited partners’ units outstanding presented on the consolidated statement of operations does not include 297,078 units, 253,384 units and 322,866 units for the years ended December 31, 2013, 2012 and 2011, respectively, as their effects would be anti-dilutive.
New Accounting Pronouncements
In the third quarter of 2013, the Financial Accounting Standards Board issued Update No. 2013-11, Income Taxes (Topic 740) (“ASU 2013-11”). ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This amendment requires an entity to present in the financial statements an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent that (i) a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position; or (ii) the tax law of the applicable jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The Company applied the provisions of ASU 2013-11 to all unrecognized tax benefits that existed at the effective date of December 15, 2013. This adoption did not have a significant impact on our financial position, results of operations, or cash flows.
Use of Estimates
Preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. As a result, actual results could differ from those estimates. The most significant estimates in the consolidated financial statements are the valuation of assets in the merchandise trusts and perpetual care trusts, allowance for cancellations, unit-based compensation, merchandise liability, deferred sales revenue, deferred margin, deferred merchandise trust investment earnings, deferred obtaining costs and income taxes. Deferred sales revenue, deferred margin and deferred merchandise trust investment earnings are included in deferred cemetery revenues, net, on the consolidated balance sheet.
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2. | LONG-TERM ACCOUNTS RECEIVABLE, NET OF ALLOWANCE |
Long-term accounts receivable, net, consisted of the following:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Customer receivables |
$ | 173,751 | $ | 159,726 | ||||
Unearned finance income |
(20,005 | ) | (18,377 | ) | ||||
Allowance for contract cancellations |
(20,275 | ) | (17,933 | ) | ||||
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133,471 | 123,416 | |||||||
Less: current portion - net of allowance |
55,115 | 51,895 | ||||||
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Long-term portion - net of allowance |
$ | 78,356 | $ | 71,521 | ||||
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Activity in the allowance for contract cancellations is as follows:
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Balance - Beginning of period |
$ | 17,933 | $ | 17,582 | $ | 15,832 | ||||||
Provision for cancellations |
20,069 | 16,768 | 18,649 | |||||||||
Charge-offs - net |
(17,727 | ) | (16,417 | ) | (16,899 | ) | ||||||
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Balance - End of period |
$ | 20,275 | $ | 17,933 | $ | 17,582 | ||||||
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The Company’s customer receivables are considered financing receivables as they primarily relate to pre-need sales which are usually made on an installment contract basis. Contracts are usually for a period not to exceed 60 months with payments of principal and interest required. The Company has a standard contractual agreement that it executes related to these receivables and therefore the Company only has one portfolio segment of receivables with no separate classes of receivables within that segment.
Management evaluates customer receivables for impairment on an individual contract basis based upon the age of the receivable and the customer’s payment history. The Company’s receivables primarily relate to pre-need sales and therefore the Company has not performed the service or fulfilled all of its obligations for the merchandise to which the receivable relates. As a result, the Company has some leverage with its customers in terms of collecting its receivables. Further, the Company is flexible with customers who have difficulty making payments and will try to create revised or alternative payment arrangements with such customers. As a result, the Company does not write-off a receivable until all possible collection efforts have been exhausted. As of December 31, 2013 and 2012, approximately 10% and 9%, respectively, of the Company’s gross accounts receivable balance was 90 days past due.
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3. | CEMETERY PROPERTY |
Cemetery property consists of the following:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Developed land |
$ | 72,458 | $ | 71,318 | ||||
Undeveloped land |
163,997 | 162,275 | ||||||
Mausoleum crypts and lawn crypts |
70,216 | 69,525 | ||||||
Other land |
9,798 | 6,862 | ||||||
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Total |
$ | 316,469 | $ | 309,980 | ||||
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4. | PROPERTY AND EQUIPMENT |
Major classes of property and equipment follow:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Building and improvements |
$ | 91,575 | $ | 82,056 | ||||
Furniture and equipment |
44,828 | 42,353 | ||||||
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136,403 | 124,409 | |||||||
Less: accumulated depreciation |
(51,396 | ) | (44,669 | ) | ||||
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Property and equipment - net |
$ | 85,007 | $ | 79,740 | ||||
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Depreciation expense was $7.5 million, $7.2 million and $5.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.
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5. | MERCHANDISE TRUSTS |
At December 31, 2013 and December 31, 2012, the Company’s merchandise trusts consisted of the following types of assets:
• | Money Market Funds that invest in low risk short term securities; |
• | Publicly traded mutual funds that invest in underlying debt securities; |
• | Publicly traded mutual funds that invest in underlying equity securities; |
• | Equity investments that are currently paying dividends or distributions. These investments include Real Estate Investment Trusts (“REIT’s”), Master Limited Partnerships and global equity securities; |
• | Fixed maturity debt securities issued by various corporate entities; |
• | Fixed maturity debt securities issued by the U.S. Government and U.S. Government agencies; and |
• | Fixed maturity debt securities issued by U.S. states and local government agencies. |
All of these investments are classified as Available for Sale as defined by the Investments in Debt and Equity topic of the ASC. Accordingly, all of the assets are carried at fair value. All of these investments are considered to be either Level 1 or Level 2 assets as defined by the Fair Value Measurements and Disclosures topic of the ASC. See Note 15 for further details. There were no Level 3 assets.
The merchandise trusts are variable interest entities (VIE) for which the Company is the primary beneficiary. The assets held in the merchandise trusts are required to be used to purchase the merchandise to which they relate. If the value of these assets falls below the cost of purchasing such merchandise, the Company may be required to fund this shortfall.
The Company has included $8.3 million and $7.6 million of investments held in trust by the West Virginia Funeral Directors Association at December 31, 2013 and December 31, 2012, respectively, in its merchandise trust assets. As required by law, the Company deposits a portion of certain funeral merchandise sales in West Virginia into a trust that is held by the West Virginia Funeral Directors Association. These trusts are recorded at their account value, which approximates their fair value.
The cost and market value associated with the assets held in the merchandise trusts at December 31, 2013 and December 31, 2012 is presented below:
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Fair | ||||||||||||||
As of December 31, 2013 |
Cost | Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Short-term investments |
$ | 46,518 | $ | — | $ | — | $ | 46,518 | ||||||||
Fixed maturities: |
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U.S. Government and federal agency |
— | — | — | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
9,105 | 162 | (96 | ) | 9,171 | |||||||||||
Other debt securities |
7,336 | — | (12 | ) | 7,324 | |||||||||||
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Total fixed maturities |
16,441 | 162 | (108 | ) | 16,495 | |||||||||||
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Mutual funds - debt securities |
117,761 | 729 | (7,157 | ) | 111,333 | |||||||||||
Mutual funds - equity securities |
144,249 | 16,610 | (3,329 | ) | 157,530 | |||||||||||
Equity securities |
81,520 | 5,267 | (1,092 | ) | 85,695 | |||||||||||
Other invested assets |
5,809 | — | (86 | ) | 5,723 | |||||||||||
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Total managed investments |
$ | 412,298 | $ | 22,768 | $ | (11,772 | ) | $ | 423,294 | |||||||
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West Virginia Trust Receivable |
8,262 | — | — | 8,262 | ||||||||||||
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Total |
$ | 420,560 | $ | 22,768 | $ | (11,772 | ) | $ | 431,556 | |||||||
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Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Fair | ||||||||||||||
As of December 31, 2012 |
Cost | Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Short-term investments |
$ | 27,890 | $ | — | $ | — | $ | 27,890 | ||||||||
Fixed maturities: |
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U.S. Government and federal agency |
— | — | — | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
8,590 | 165 | (41 | ) | 8,714 | |||||||||||
Other debt securities |
4,320 | — | (3 | ) | 4,317 | |||||||||||
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Total fixed maturities |
12,910 | 165 | (44 | ) | 13,031 | |||||||||||
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Mutual funds - debt securities |
105,388 | 3,425 | (892 | ) | 107,921 | |||||||||||
Mutual funds - equity securities |
145,538 | 6,229 | (6,697 | ) | 145,070 | |||||||||||
Equity securities |
68,714 | 3,448 | (4,755 | ) | 67,407 | |||||||||||
Other invested assets |
7,376 | 165 | (444 | ) | 7,097 | |||||||||||
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Total managed investments |
$ | 367,816 | $ | 13,432 | $ | (12,832 | ) | $ | 368,416 | |||||||
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West Virginia Trust Receivable |
7,557 | — | — | 7,557 | ||||||||||||
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Total |
$ | 375,373 | $ | 13,432 | $ | (12,832 | ) | $ | 375,973 | |||||||
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The contractual maturities of debt securities as of December 31, 2013 and December 31, 2012 are presented below:
Less than | 1 year through | 6 years through | More than | |||||||||||||
As of December 31, 2013 |
1 year | 5 years | 10 years | 10 years | ||||||||||||
(in thousands) | ||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | ||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
— | 4,332 | 4,839 | — | ||||||||||||
Other debt securities |
2,150 | 5,174 | — | — | ||||||||||||
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Total fixed maturities |
$ | 2,150 | $ | 9,506 | $ | 4,839 | $ | — | ||||||||
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Less than | 1 year through | 6 years through | More than | |||||||||||||
As of December 31, 2012 |
1 year | 5 years | 10 years | 10 years | ||||||||||||
(in thousands) | ||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | ||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
— | 3,861 | 4,853 | — | ||||||||||||
Other debt securities |
4,317 | — | — | — | ||||||||||||
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Total fixed maturities |
$ | 4,317 | $ | 3,861 | $ | 4,853 | $ | — | ||||||||
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An aging of unrealized losses on the Company’s investments in fixed maturities and equity securities at December 31, 2013 and December 31, 2012 is presented below:
Less than 12 months | 12 Months or more | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
As of December 31, 2013 |
Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Fixed maturities: |
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U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | — | — | ||||||||||||||||||
Corporate debt securities |
2,812 | 43 | 1,249 | 53 | 4,061 | 96 | ||||||||||||||||||
Other debt securities |
5,329 | 8 | 995 | 4 | 6,324 | 12 | ||||||||||||||||||
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Total fixed maturities |
8,141 | 51 | 2,244 | 57 | 10,385 | 108 | ||||||||||||||||||
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Mutual funds - debt securities |
87,113 | 6,724 | 6,485 | 433 | 93,598 | 7,157 | ||||||||||||||||||
Mutual funds - equity securities |
29,993 | 2,444 | 4,217 | 885 | 34,210 | 3,329 | ||||||||||||||||||
Equity securities |
25,379 | 1,031 | 1,492 | 61 | 26,871 | 1,092 | ||||||||||||||||||
Other invested assets |
2,266 | 86 | — | — | 2,266 | 86 | ||||||||||||||||||
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Total |
$ | 152,892 | $ | 10,336 | $ | 14,438 | $ | 1,436 | $ | 167,330 | $ | 11,772 | ||||||||||||
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Less than 12 months | 12 Months or more | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
As of December 31, 2012 |
Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Fixed maturities: |
||||||||||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | — | — | ||||||||||||||||||
Corporate debt securities |
2,140 | 20 | 297 | 21 | 2,437 | 41 | ||||||||||||||||||
Other debt securities |
4,317 | 3 | — | — | 4,317 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
6,457 | 23 | 297 | 21 | 6,754 | 44 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mutual funds - debt securities |
6,388 | 463 | 4,198 | 429 | 10,586 | 892 | ||||||||||||||||||
Mutual funds - equity securities |
48,255 | 5,500 | 19,655 | 1,197 | 67,910 | 6,697 | ||||||||||||||||||
Equity securities |
17,932 | 1,527 | 15,538 | 3,228 | 33,470 | 4,755 | ||||||||||||||||||
Other invested assets |
2,558 | 444 | — | — | 2,558 | 444 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 81,590 | $ | 7,957 | $ | 39,688 | $ | 4,875 | $ | 121,278 | $ | 12,832 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the Company’s merchandise trust activities for the years ended December 31, 2013 and December 31, 2012 is presented below:
Year ended December 31, 2013 |
||||||||||||||||||
Fair | Capital | Realized | Unrealized | Fair | ||||||||||||||
Value at | Interest/ | Gain | Gain/ | Change in | Value at | |||||||||||||
12/31/2012 |
Contributions |
Distributions |
Dividends |
Distributions |
Loss |
Taxes |
Fees |
Fair Value |
12/31/2013 |
|||||||||
(in thousands) | ||||||||||||||||||
$375,973 | 68,305 | (55,891) | 18,176 | 968 | 19,502 | (2,986) | (2,887) | 10,396 | $431,556 |
Year ended December 31, 2012 |
||||||||||||||||||
Fair | Capital | Realized | Unrealized | Fair | ||||||||||||||
Value at | Interest/ | Gain | Gain/ | Change in | Value at | |||||||||||||
12/31/2011 |
Contributions |
Distributions |
Dividends |
Distributions |
Loss |
Taxes |
Fees |
Fair Value |
12/31/2012 |
|||||||||
(in thousands) | ||||||||||||||||||
$344,515 | 55,754 | (52,618) | 16,045 | 788 | 8,862 | (3,486) | (2,424) | 8,537 | $375,973 |
The Company made net contributions into the trusts of approximately $12.4 million and $3.1 million during the years ended December 31, 2013 and 2012, respectively. During the year ended December 31, 2013, purchases and sales of securities available for sale included in trust investments were approximately $536.2 million and $540.9 million, respectively. During the year ended December 31, 2012, purchases and sales of securities available for sale included in trust investments were approximately $464.7 million and $461.0 million, respectively. Contributions include $10.3 million and $12.0 million of assets that were acquired through acquisitions during the years ended December 31, 2013 and 2012, respectively. Distributions include $5.8 million of assets that were divested as a result of the termination of an operating agreement during the year ended December 31, 2012.
Other-Than-Temporary Impairment of Trust Assets
In accordance with ASC 320-10-65-1, the Company assesses whether an impairment is other-than-temporary by performing each of the following:
Fixed Maturity Debt Securities
• | The Company assesses whether it has the intent to sell any impaired debt security; or |
• | The Company assesses whether it is more likely than not it will be required to sell any impaired debt security before its anticipated recovery; |
• | If either of these conditions exists, the impairment is considered to be other than temporary; |
• | The Company assesses whether or not there is a credit loss on an impaired security. A credit loss is the excess of the amortized cost of the security over the present value of future expected cash flows. If there is a credit loss, the Company recognizes an other-than-temporary impairment in earnings in an amount equal to the credit loss. This amount becomes the new cost basis of the asset and will not be adjusted for subsequent changes in the fair value of the asset; |
• | The Company assesses the overall credit quality of each issue by evaluating its credit rating as reported by any credit rating agency. The Company also determines if there has been any downgrade in its creditworthiness as reported by such credit rating agency; |
• | The Company determines if there has been any suspension of interest payments or any announcements of any intention to do so; |
• | The Company evaluates the length of time until the principal becomes due and whether the ability to satisfy this payment has been impaired. |
Equity Securities
• | The Company compares the proportional decline in value to the overall sector decline as measured via certain specific indices; |
• | The Company determines whether there has been further periodic decline from prior periods or whether there has been a recovery in value. |
For all securities
• | The Company evaluates the severity of the impairment and length of time that a security has been in a loss position; |
• | The Company determines if there is any publicly available information that would cause the Company to believe that impairment is other than temporary in nature. |
During the year ended December 31, 2013, the Company determined that there were 7 securities with an aggregate cost basis of approximately $2.6 million and an aggregate fair value of approximately $1.6 million, resulting in an impairment of $1.0 million, wherein such impairment was considered to be other-than-temporary. During the year ended December 31, 2012, the Company determined that there were 8 securities with an aggregate cost basis of approximately $2.0 million and an aggregate fair value of approximately $1.0 million, resulting in an impairment of $1.0 million, wherein such impairment was considered to be other-than-temporary. Accordingly, the Company adjusted the cost basis of these assets to their current value and offset this change against deferred revenue. This reduction in deferred revenue will be reflected in earnings in future periods as the underlying merchandise is delivered or the underlying service is performed.
|
6. | PERPETUAL CARE TRUSTS |
At December 31, 2013 and December 31, 2012, the Company’s perpetual care trusts consisted of the following types of assets:
• | Money Market Funds that invest in low risk short term securities; |
• | Publicly traded mutual funds that invest in underlying debt securities; |
• | Publicly traded mutual funds that invest in underlying equity securities; |
• | Equity investments that are currently paying dividends or distributions. These investments include REIT’s, Master Limited Partnerships and global equity securities; |
• | Fixed maturity debt securities issued by various corporate entities; |
• | Fixed maturity debt securities issued by the U.S. Government and U.S. Government agencies; and |
• | Fixed maturity debt securities issued by U.S. states and local government agencies. |
All of these investments are classified as Available for Sale as defined by the Investments in Debt and Equity topic of the ASC. Accordingly, all of the assets are carried at fair value. All of these investments are considered to be either Level 1 or Level 2 assets as defined by the Fair Value Measurements and Disclosures topic of the ASC. See Note 15 for further details. There were no Level 3 assets.
The cost and market value associated with the assets held in perpetual care trusts at December 31, 2013 and December 31, 2012 were as follows:
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Fair | ||||||||||||||
As of December 31, 2013 |
Cost | Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Short-term investments |
$ | 16,686 | $ | — | $ | — | $ | 16,686 | ||||||||
Fixed maturities: |
||||||||||||||||
U.S. Government and federal agency |
302 | 70 | — | 372 | ||||||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
24,378 | 340 | (208 | ) | 24,510 | |||||||||||
Other debt securities |
371 | — | — | 371 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
25,051 | 410 | (208 | ) | 25,253 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Mutual funds - debt securities |
121,493 | 466 | (5,946 | ) | 116,013 | |||||||||||
Mutual funds - equity securities |
93,243 | 22,521 | (171 | ) | 115,593 | |||||||||||
Equity securities |
25,580 | 12,283 | (19 | ) | 37,844 | |||||||||||
Other invested assets |
172 | 210 | — | 382 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 282,225 | $ | 35,890 | $ | (6,344 | ) | $ | 311,771 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Fair | ||||||||||||||
As of December 31, 2012 |
Cost | Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Short-term investments |
$ | 21,419 | $ | — | $ | — | $ | 21,419 | ||||||||
Fixed maturities: |
||||||||||||||||
U.S. Government and federal agency |
408 | 104 | — | 512 | ||||||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
22,690 | 702 | (101 | ) | 23,291 | |||||||||||
Other debt securities |
371 | — | — | 371 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
23,469 | 806 | (101 | ) | 24,174 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Mutual funds - debt securities |
103,909 | 3,429 | (150 | ) | 107,188 | |||||||||||
Mutual funds - equity securities |
94,239 | 5,222 | (249 | ) | 99,212 | |||||||||||
Equity securities |
23,797 | 6,563 | (455 | ) | 29,905 | |||||||||||
Other invested assets |
113 | 302 | — | 415 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 266,946 | $ | 16,322 | $ | (955 | ) | $ | 282,313 | |||||||
|
|
|
|
|
|
|
|
The contractual maturities of debt securities as of December 31, 2013 and December 31, 2012 are as follows:
Less than | 1 year through | 6 years through | More than | |||||||||||||
As of December 31, 2013 |
1 year | 5 years | 10 years | 10 years | ||||||||||||
(in thousands) | ||||||||||||||||
U.S. Government and federal agency |
$ | 253 | $ | 119 | $ | — | $ | — | ||||||||
U.S. State and local government agency | — | — | — | — | ||||||||||||
Corporate debt securities |
115 | 11,943 | 12,451 | 1 | ||||||||||||
Other debt securities |
371 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
$ | 739 | $ | 12,062 | $ | 12,451 | $ | 1 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Less than | 1 year through | 6 years through | More than | |||||||||||||
As of December 31, 2012 |
1 year | 5 years | 10 years | 10 years | ||||||||||||
(in thousands) | ||||||||||||||||
U.S. Government and federal agency |
$ | 128 | $ | 384 | $ | — | $ | — | ||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
78 | 10,847 | 12,366 | — | ||||||||||||
Other debt securities |
371 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
$ | 577 | $ | 11,231 | $ | 12,366 | $ | — | ||||||||
|
|
|
|
|
|
|
|
An aging of unrealized losses on the Company’s investments in fixed maturities and equity securities at December 31, 2013 and December 31, 2012 held in perpetual care trusts is presented below:
Less than 12 months | 12 Months or more | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
As of December 31, 2013 |
Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Fixed maturities: |
||||||||||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | — | — | ||||||||||||||||||
Corporate debt securities |
5,664 | 93 | 3,122 | 115 | 8,786 | 208 | ||||||||||||||||||
Other debt securities |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
5,664 | 93 | 3,122 | 115 | 8,786 | 208 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mutual funds - debt securities |
93,473 | 4,781 | 16,367 | 1,165 | 109,840 | 5,946 | ||||||||||||||||||
Mutual funds - equity securities |
1,185 | 171 | — | — | 1,185 | 171 | ||||||||||||||||||
Equity securities |
513 | 19 | — | — | 513 | 19 | ||||||||||||||||||
Other invested assets |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 100,835 | $ | 5,064 | $ | 19,489 | $ | 1,280 | $ | 120,324 | $ | 6,344 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months | 12 Months or more | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
As of December 31, 2012 |
Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Fixed maturities: |
||||||||||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | — | — | ||||||||||||||||||
Corporate debt securities |
4,630 | 48 | 711 | 53 | 5,341 | 101 | ||||||||||||||||||
Other debt securities |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
4,630 | 48 | 711 | 53 | 5,341 | 101 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mutual funds - debt securities |
859 | 35 | 870 | 115 | 1,729 | 150 | ||||||||||||||||||
Mutual funds - equity securities |
34,805 | 249 | — | — | 34,805 | 249 | ||||||||||||||||||
Equity securities |
4,269 | 238 | 545 | 217 | 4,814 | 455 | ||||||||||||||||||
Other invested assets |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 44,563 | $ | 570 | $ | 2,126 | $ | 385 | $ | 46,689 | $ | 955 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the Company’s perpetual care trust activities for the years ended December 31, 2013 and 2012 is presented below:
Year ended December 31, 2013 |
||||||||||||||||||
Fair | Capital | Realized | Unrealized | Fair | ||||||||||||||
Value at | Interest/ | Gain | Gain/ | Change in | Value at | |||||||||||||
12/31/2012 |
Contributions |
Distributions |
Dividends |
Distributions |
Loss |
Taxes |
Fees |
Fair Value |
12/31/2013 |
|||||||||
(in thousands) | ||||||||||||||||||
$282,313 | 11,000 | (13,176) | 15,699 | — | 4,725 | (739) | (2,230) | 14,179 | $311,771 |
Year ended December 31, 2012 |
||||||||||||||||||
Fair | Capital | Realized | Unrealized | Fair | ||||||||||||||
Value at | Interest/ | Gain | Gain/ | Change in | Value at | |||||||||||||
12/31/2011 |
Contributions |
Distributions |
Dividends |
Distributions |
Loss |
Taxes |
Fees |
Fair Value |
12/31/2012 |
|||||||||
(in thousands) | ||||||||||||||||||
$254,679 | 12,535 | (15,025) | 16,740 | 123 | 2,208 | (659) | (1,837) | 13,549 | $282,313 |
The Company made net withdrawals out of the trust of approximately $2.2 million and $2.5 million during the years ended December 31, 2013 and 2012, respectively. During the year ended December 31, 2013, purchases and sales of securities available for sale included in trust investments were approximately $114.6 million and $110.8 million, respectively. During the year ended December 31, 2012, purchases and sales of securities available for sale included in trust investments were approximately $299.9 million and $297.8 million, respectively. Contributions include $5.9 million and $5.0 million of assets that were acquired through acquisitions during the years ended December 31, 2013 and 2012, respectively.
Other-Than-Temporary Impairment of Trust Assets
Refer to Note 5 for a detailed discussion of the accounting rules related to other-than-temporarily impaired assets and the Company’s procedures for evaluating whether impairment to assets is other than temporary.
During the year ended December 31, 2013, the Company determined that there were no other than temporary impairments to the investment portfolio in the perpetual care trusts.
During the year ended December 31, 2012, the Company determined that there were 2 securities with an aggregate cost basis of approximately $10.6 million and an aggregate fair value of approximately $7.8 million, resulting in an impairment of $2.8 million, wherein such impairment was considered to be other-than-temporary. Accordingly, the Company adjusted the cost basis of these assets to their current value and offset this change against the liability for perpetual care trusts corpus.
|
7. | GOODWILL AND INTANGIBLE ASSETS |
Goodwill
The Company has recorded goodwill of approximately $48.0 million and $42.4 million as of December 31, 2013 and 2012, respectively. This amount represents the excess of the purchase price over the fair value of identifiable net assets acquired in acquisitions. See Note 13 for further details.
A rollforward of goodwill by reportable segment is as follows:
Cemeteries | Funeral | |||||||||||||||||||
Southeast | Northeast | West | Homes | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Balance as of January 1, 2012 |
$ | 5,734 | $ | — | $ | 11,948 | $ | 14,463 | $ | 32,145 | ||||||||||
Goodwill acquired from acquisitions during 2012 |
440 | — | — | 9,807 | 10,247 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2012 |
6,174 | — | 11,948 | 24,270 | 42,392 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Goodwill acquired from acquisitions during 2013 |
— | — | — | 5,642 | 5,642 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2013 |
$ | 6,174 | $ | — | $ | 11,948 | $ | 29,912 | $ | 48,034 | ||||||||||
|
|
|
|
|
|
|
|
|
|
The Company evaluates the carrying value of goodwill during the fourth quarter of each year or more frequently if events and circumstances indicate that the asset may have been impaired. No impairment of the Company’s goodwill has been identified during the years ended December 31, 2013, 2012 or 2011.
Other Acquired Intangible Assets
The Company has other acquired intangible assets, most of which have been recognized as a result of acquisitions and long-term operating agreements. These amounts are included within other assets on the consolidated balance sheet. All of the intangible assets are subject to amortization. The major classes of intangible assets are as follows:
As of | As of | |||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross Carrying | Accumulated |
Net Intangible |
Gross Carrying | Accumulated |
Net Intangible |
|||||||||||||||||||
Amount | Amortization | Asset | Amount | Amortization | Asset | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Amortized intangible assets: |
||||||||||||||||||||||||
Underlying contract value |
$ | 6,239 | $ | (702 | ) | $ | 5,537 | $ | 6,239 | $ | (555 | ) | $ | 5,684 | ||||||||||
Non-compete agreements |
7,950 | (4,003 | ) | 3,947 | 6,023 | (2,553 | ) | 3,470 | ||||||||||||||||
Other intangible assets |
269 | (98 | ) | 171 | 269 | (81 | ) | 188 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total intangible assets |
$ | 14,458 | $ | (4,803 | ) | $ | 9,655 | $ | 12,531 | $ | (3,189 | ) | $ | 9,342 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Underlying Contract Value of Long-Term Operating Agreements
The Company entered into two long-term operating agreements during 2009, wherein it became the exclusive operator of cemetery properties. These long-term operating agreements did not qualify for acquisition accounting. The fair value of the consideration paid and liabilities assumed to enter into the operating agreements exceeded the fair value of assets acquired by approximately $6.2 million. This amount, which represents the underlying contract values, has been recorded as an intangible asset and is being amortized on the straight-line basis over the expected life of the contracts, which is 40 years. The amortization expense is included as a component of depreciation and amortization in the consolidated statement of operations.
Non-Compete Agreements
In connection with certain acquisitions entered into in 2013, 2012, 2011 and 2010, the Company entered into non-compete agreements with the former owners of the acquired entities (See Note 13 for further details). The non-compete agreements were valued in purchase accounting at a fair value of approximately $8.0 million. The fair value was determined by comparing the discounted cash flows of the acquired business with and without competition as of the date of acquisition. The non-compete agreements are being amortized on the straight-line basis over the life of the agreements, which is 4 to 6 years. The amortization expense is included as a component of depreciation and amortization in the consolidated statement of operations.
At December 31, 2013, amortization expense related to intangible assets with definite lives is estimated to be the following for each of the next five years:
For the Year Ending December 31, |
Amortization Expense |
|||
(in thousands) | ||||
2014 |
$ | 1,515 | ||
2015 |
1,038 | |||
2016 |
967 | |||
2017 |
743 | |||
2018 |
$ | 494 |
|
8. | LONG-TERM DEBT |
The Company had the following outstanding debt:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
7.875% Senior Notes, due 2021 |
$ | 175,000 | $ | — | ||||
10.25% Senior Notes, due 2017 |
— | 150,000 | ||||||
Revolving Credit Facility, due January 2017 |
114,002 | 101,700 | ||||||
Notes payable - acquisition debt |
1,571 | 1,465 | ||||||
Notes payable - acquisition non-competes |
3,945 | 3,830 | ||||||
Insurance and vehicle financing |
1,529 | 1,298 | ||||||
|
|
|
|
|||||
Total |
296,047 | 258,293 | ||||||
Less current portion |
2,916 | 2,175 | ||||||
Less unamortized bond and note payable discounts |
4,115 | 3,344 | ||||||
|
|
|
|
|||||
Long-term portion |
$ | 289,016 | $ | 252,774 | ||||
|
|
|
|
7.875% Senior Notes due 2021
Purchase Agreement
On May 16, 2013, the Company, Cornerstone Family Services of West Virginia Subsidiary, Inc., a wholly owned subsidiary of the Company (“Cornerstone Co.” and together with the Company, the “Issuers”), and certain subsidiary guarantors (the “Guarantors”) entered into a Purchase Agreement (the “Purchase Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting on behalf of itself and as the representative for the other initial purchasers named in the Purchase Agreement (collectively, the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Issuers, as joint and several obligors, agreed to sell to the Initial Purchasers $175.0 million aggregate principal amount of 7.875% Senior Notes due 2021 (the “Senior Notes”), with an original issue discount of approximately $3.8 million, in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), for resale by the Initial Purchasers (i) to qualified institutional buyers pursuant to Rule 144A under the Securities Act or (ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act (the “Notes Offering”). The Notes Offering closed on May 28, 2013.
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
The net proceeds from the Notes Offering were used to retire a $150.0 million aggregate principal amount of 10.25% Senior Notes due 2017 (the “Prior Senior Notes”), as described below, and the remaining proceeds were used for general corporate purposes. The Senior Notes were issued at 97.832% of par resulting in gross proceeds of $171.2 million with an original issue discount of approximately $3.8 million. The Company incurred debt issuance costs and fees of approximately $4.6 million. These costs and fees are deferred and will be amortized over the life of these notes. The Senior Notes are valued using Level 2 inputs as defined by the Fair Value Measurements and Disclosures topic of the ASC in Note 15. Based on trades made on December 31, 2013, the Company has estimated the fair value of its Senior Notes to be in excess of par and trading at a premium of 4.19%, which would imply a fair value of $182.3 million, at December 31, 2013.
Indenture
On May 28, 2013, the Issuers, the Guarantors, and Wilmington Trust, National Association, as successor trustee by merger to Wilmington Trust FSB (the “Trustee”), entered into an indenture (the “Indenture”) governing the Senior Notes.
The Issuers pay 7.875% interest per annum on the principal amount of the Senior Notes, payable in cash semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2013. The Senior Notes mature on June 1, 2021.
The Senior Notes are senior unsecured obligations of the Issuers that:
• | rank equally in right of payment with all existing and future senior debt of the Issuers; |
• | rank senior in right of payment to all existing and future senior subordinated and subordinated debt of the Issuers; |
• | are effectively subordinated in right of payment to existing and future secured debt of the Issuers, to the extent of the value of the assets securing such debt; and |
• | are structurally subordinated to all of the existing and future liabilities of each subsidiary of the Issuers that does not guarantee the Senior Notes. |
The Issuers’ obligations under the Senior Notes and the Indenture are jointly and severally guaranteed (the “Note Guarantees”) by each subsidiary of the Company other than Cornerstone Co., that the Company has caused or will cause to become a Guarantor pursuant to the terms of the Indenture (each, a “Restricted Subsidiary”).
At any time on or after June 1, 2016, the Issuers, at their option, may redeem the Senior Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount) set forth below, together with accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning June 1 of the years indicated:
Year |
Percentage | |
2016 |
105.906% | |
2017 |
103.938% | |
2018 |
101.969% | |
2019 and thereafter |
100.000% |
At any time prior to June 1, 2016, the Issuers may, on one or more occasions, redeem all or any portion of the Senior Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus the Applicable Premium (as defined in the Indenture) as of the redemption date, including accrued and unpaid interest to the redemption date.
In addition, at any time prior to June 1, 2016, the Issuers, at their option, may redeem up to 35% of the aggregate principal amount of the Senior Notes issued under the Indenture with the net cash proceeds of certain equity offerings of the Company described in the Indenture at a redemption price equal to 107.875% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date provided, however, that (i) at least 65% of the aggregate principal amount of the Senior Notes issued under the Indenture remain outstanding immediately after the occurrence of such redemption and (ii) the redemption occurs within 180 days of the closing date of such offering.
Subject to certain exceptions, upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Senior Notes will have the right to require the Issuers to purchase that holder’s Senior Notes for a cash price equal to 101% of the principal amounts to be purchased, plus accrued and unpaid interest to the date of purchase.
The Indenture requires the Issuers and/or the Guarantors, as applicable, to comply with various covenants including, but not limited to, covenants that, subject to certain exceptions, limit the Company’s and its Restricted Subsidiaries’ ability to (i) incur additional indebtedness; (ii) make certain dividends, distributions, redemptions or investments; (iii) enter into certain transactions with affiliates; (iv) create, incur, assume or permit to exist certain liens against their assets; (v) make certain sales of their assets; and (vi) engage in certain mergers, consolidations or sales of all or substantially all of their assets. The Indenture also contains various affirmative covenants regarding, among other things, delivery of certain reports filed with the SEC and materials required pursuant to Rule 144A under the Securities Act to holders of the Senior Notes and joinder of future subsidiaries as Guarantors under the Indenture. As of December 31, 2013, the Company was in compliance with all applicable covenants under the Indenture.
Events of default under the Indenture that could, subject to certain conditions, cause all amounts owing under the Senior Notes to become immediately due and payable include, but are not limited to, the following:
• | failure by the Issuers to pay interest on any of the Senior Notes when it becomes due and the continuance of any such failure for 30 days; |
• | failure by the Issuers to pay the principal on any of the Senior Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise; |
• | the Issuers’ failure to comply with the agreements and covenants relating to limitations on entering into certain mergers, consolidations or sales of all or substantially all of their assets or in respect of their obligations to purchase the Senior Notes in connection with a Change of Control; |
• | failure by the Issuers to comply with any other agreement or covenant in the Indenture and the continuance of this failure for 60 days after notice of the failure has been given to the Company by the Trustee or holders of at least 25% of the aggregate principal amount of the Senior Notes then outstanding; |
• | failure by the Company to comply with its covenant to deliver certain reports and the continuance of such failure to comply for a period of 120 days after written notice thereof has been given to the Company by the Trustee or by the holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding; |
• | certain defaults under mortgages, indentures or other instruments or agreements under which there may be issued or by which there may be secured or evidenced indebtedness of the Company or any Restricted Subsidiary, whether such indebtedness now exists or is incurred after the date of the Indenture; |
• | certain judgments or orders that exceed $10.0 million in the aggregate for the payment of money have been entered by a court of competent jurisdiction against the Company or any Restricted Subsidiary and such judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered; |
• | certain events of bankruptcy of the Company, StoneMor GP LLC, the general partner of the Company (the “General Partner”), or any Significant Subsidiary (as defined in the Indenture); or |
• | other than in accordance with the terms of the Note Guarantee and the Indenture, the Note Guarantee of any Significant Subsidiary ceasing to be in full force and effect, being declared null and void and unenforceable, found to be invalid or any Guarantor denying its liability under its Note Guarantee. |
10.25% Senior Notes due 2017
Prior to their retirement in the second quarter of 2013, the Company had outstanding a $150.0 million aggregate principal amount of Prior Senior Notes, with an original issue discount of approximately $4.0 million. The Company paid 10.25% interest per annum on the principal amount of the Prior Senior Notes, payable in cash semi-annually in arrears on June 1 and December 1 of each year. The Prior Senior Notes were due to mature on December 1, 2017. In the second quarter of 2013, the Company retired the notes using the proceeds from the Senior Notes offering described above.
On May 13, 2013, StoneMor Operating LLC (the “Operating Company”), Cornerstone Co. and Osiris Holding of Maryland Subsidiary, Inc. (“Osiris Co.”, and together with the Operating Company and Cornerstone Co., the “Prior Senior Notes Issuers”), each of which is a subsidiary of the Company, commenced (i) cash tender offer to purchase any and all of their outstanding $150.0 million aggregate principal amount of the Prior Senior Notes and (ii) consent solicitation to obtain consents to amendments to the Indenture dated as of November 24, 2009, as amended (the “2009 Indenture”), governing the Prior Senior Notes. Upon the expiration of the consent solicitation on May 24, 2013, the Prior Senior Notes Issuers received tenders and consents from the holders of approximately $132.2 million in aggregate principal amount, or approximately 88.1%, of the outstanding Prior Senior Notes.
In connection with the expiration of the consent solicitation, on May 24, 2013, Prior Senior Notes Issuers, the Company, the Guarantors named in the 2009 Indenture and the Trustee, entered into the Seventh Supplemental Indenture to the 2009 Indenture. The Seventh Supplemental Indenture amended the 2009 Indenture to shorten to three business days the minimum notice period for optional redemptions and eliminated substantially all of the restrictive covenants and certain events of default contained in the 2009 Indenture.
On June 14, 2013, the remaining Prior Senior Notes were redeemed, pursuant to redemption provisions set forth in the 2009 Indenture, at a price of 100% of the principal amount of the Prior Senior Notes, plus the Applicable Premium (as defined in the 2009 Indenture) equal to 9.554%, together with accrued and unpaid interest to, but not including, June 14, 2013. The 2009 Indenture was satisfied and discharged in accordance with its terms, effective June 14, 2013.
The Company paid $14.9 million to retire the Prior Senior Notes inclusive of the tender premium and accrued interest from the date of repurchase through December 1, 2013, the first redemption date for the Prior Senior Notes. In addition, the Company incurred expenses of $6.7 million related to the refinancing event inclusive of $2.6 million of unamortized original issue discount and $4.1 million of unamortized capitalized debt issue costs related to the Prior Senior Notes.
Credit Facility
On August 15, 2007, the Company, the General Partner, the Operating Company and various subsidiaries of the Operating Company (collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Original Credit Agreement”) with Bank of America, N.A. (“Bank of America”), other lenders, and BAS (collectively, the “Lenders”). The Original Credit Agreement provided for both an acquisition credit facility (the “Acquisition Credit Facility”) and a revolving credit facility (the “Revolving Credit Facility”). Capitalized terms which are not defined in the following description shall have the same meaning assigned to such terms in the Original Credit Agreement, as amended.
The Original Credit Agreement initially provided that: (1) the Acquisition Credit Facility would have a maximum principal amount of $40.0 million (with an option to increase such facility by an additional $15.0 million on an uncommitted basis) and the term of 5 years, and (2) the Revolving Credit Facility would have a maximum principal amount of $25.0 million (with an option to increase such facility by up to $10.0 million on an uncommitted basis) and a term of 5 years. Amounts borrowed under the Acquisition Credit Facility and repaid or prepaid could not be reborrowed and amounts borrowed under the Revolving Credit Facility and repaid or prepaid during the term could be reborrowed. In addition, Bank of America agreed to provide to the Borrowers swing line loans (“Swing Line Loans”) with a maximum limit of $5.0 million, which was a part of the Revolving Credit Facility.
The Original Credit Agreement was amended eight times prior to April 29, 2011, to, among other things, amend borrowing levels, interest rates and covenants.
On April 29, 2011, the Company entered into the Second Amended and Restated Credit Agreement (the “Revised Credit Agreement”) among the Operating Company as the Borrower, each of the subsidiaries of the Operating Company as additional Borrowers, the General Partner and the Company as Guarantors, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The terms of the Revised Credit Agreement were substantially the same as the terms of the Original Credit Agreement. The primary purpose of entering into the Revised Credit Agreement was to consolidate the amendments to the Original Credit Agreement and to update outdated references. The Revised Credit Agreement provided for an Acquisition Credit Facility of $65.0 million and a Revolving Credit Facility of $55.0 million. The Revised Credit Agreement was further amended two times prior to January 19, 2012.
On January 19, 2012, the Company entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”). The terms of the Credit Agreement and the Revised Credit Agreement are substantially similar. The current terms of the Credit Agreement are set forth below. Capitalized terms which are not defined in the following description shall have the meaning assigned to such terms in the Credit Agreement. The Credit Agreement consolidated the Acquisition Credit Facility and the Revolving Credit Facility into a single Revolving Credit Facility (the “Credit Facility”) with a borrowing limit of $130.0 million. The maturity date of the Credit Facility is January 19, 2017.
On February 19, 2013, the Company entered into the First Amendment to the Credit Agreement, which increased the total availability under the Credit Facility by $10.0 million to $140.0 million.
On May 8, 2013, the Company entered into the Second Amendment to the Credit Agreement, which allowed the Company to incur additional indebtedness to be evidenced by the Senior Notes, to enter into the Indenture governing the Senior Notes and to use the proceeds of the Notes offering, in part, to fund the tender offer and consent solicitation with respect to the Prior Senior Notes.
On June 18, 2013, the Company entered into the Third Amendment to the Credit Agreement. The Third Amendment amended certain financial covenants under the Credit Agreement as follows:
(i) | for any most recently completed four fiscal quarters, Consolidated EBITDA shall not be less than the sum of $57,822,000 plus 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition completed after March 31, 2013; and |
(ii) | for the periods set forth below, Maximum Consolidated Leverage Ratio shall not be greater than as set forth below, subject to the Borrowers’ option to temporarily increase the Consolidated Leverage Ratio in connection with a Significant Permitted Acquisition Transaction as described below: |
Measurement Period Ending |
Maximum Consolidated Leverage Ratio |
|
June 30, 2013 through December 31, 2013 |
4.000 to 1.0 | |
March 31, 2014 |
3.875 to 1.0 | |
June 30, 2014 and thereafter |
3.750 to 1.0 |
The Third Amendment also increased the ranges of the Applicable Rates to 3.00%, 4.00%, and .800% for Base Rate loans, Eurodollar Rate Loans and Letter of Credit Fees, and Commitment Fees, respectively, when the Consolidated Leverage Ratio is greater than or equal to 3.75 to 1.0.
The Third Amendment also increased the amount of aggregate consideration that the Company may pay for a Permitted Acquisition after March 31, 2014, without Required Lender approval, to $10.0 million on an individual basis and $50.0 million when aggregated with the total Aggregate Consideration paid by or on behalf of the Company for all other Permitted Acquisitions which closed within the immediately preceding 365 days.
In addition, the Third Amendment added a defined term for Significant Permitted Acquisition Transaction to describe a Permitted Acquisition in which the Aggregate Consideration exceeds $35.0 million when aggregated with the total Aggregate Consideration for all other Permitted Acquisitions which closed within the immediately preceding 180 days. In the case of a Significant Permitted Acquisition Transaction, the Third Amendment permits the Borrowers, subject to certain limitations, to temporarily increase the Consolidated Leverage Ratio to 4.00 to 1.0 for one or more the four immediately succeeding covenant measurement periods. Also, the Third Amendment included certain conforming changes to reflect the issuance of the Senior Notes.
At December 31, 2013, amounts outstanding under the Credit Facility bore interest at rates between 4.0% and 4.3%. Amounts borrowed may be either Base Rate Loans or Eurodollar Rate Loans and amounts repaid or prepaid during the term may be reborrowed. Depending on the type of loan, borrowings bear interest at the Base Rate or Eurodollar Rate, plus applicable margins ranging from 1.25% to 3.00% and 2.25% to 4.00%, respectively, depending on the Company’s Consolidated Leverage Ratio. The Base Rate is the highest of the Prime Rate, the Federal Funds Rate plus 0.50%, or the Eurodollar Rate plus 1.0%. The Eurodollar rate is the British Bankers Association LIBOR Rate. Amounts outstanding under the Credit Facility approximate their fair value.
The Credit Agreement contains restrictive covenants that, among other things, prohibit distributions upon defined events of default, restrict investments and sales of assets and require the Company to maintain certain financial covenants, including specified financial ratios. Financial covenants include a certain measure of Consolidated EBITDA, and a Consolidated Leverage Ratio, as described above. In addition, the Consolidated Debt Service Coverage Ratio, which replaced the Consolidated Fixed Charge Coverage Ratio and whose calculation does not include distributions made by the Company, must not be less than 2.5 to 1.0 for any Measurement Period. Further, the Company will not be permitted to have Maintenance Capital Expenditures, as defined in the Credit Agreement, for any Measurement Period ending in 2012, 2013, and 2014 and thereafter exceeding $6.7 million, $7.3 million and $8.0 million, respectively. A material decrease in revenues could cause the Company to breach certain of its financial covenants. Any such breach could allow the Lenders to accelerate the Company’s debt (and cause cross-default) which would have a material adverse effect on the Company’s business, financial condition or results of operations.
As of December 31, 2013, there were $114.0 million of outstanding borrowings under the Credit Facility. The carrying amount of the debt approximates its fair value. At December 31, 2013, the Consolidated Leverage Ratio and the Consolidated Debt Service Coverage Ratio was 3.88 and 3.33, respectively. As of December 31, 2013, the Company was in compliance with all applicable financial covenants.
The Borrowers under the Credit Agreement paid fees to Bank of America, as Administrative Agent, and BAS, as Arranger. In addition, the Credit Agreement requires the Company to pay an unused Commitment Fee, which is calculated based on the amount by which the commitments under the Credit Agreement exceed the usage of such commitments. The Commitment Fee Rate ranges from 0.375% to 0.800% depending on the Company’s Consolidated Leverage Ratio.
The proceeds of the Credit Facility may be used by the Borrowers to finance working capital requirements, Permitted Acquisitions, and the purchase and construction of mausoleums. The Borrowers’ obligations under the Credit Agreement are guaranteed by both the Company and the General Partner.
The Borrowers’ obligations under the Credit Facility are secured by a first priority lien and security interest in substantially all of the Borrowers’ assets, whether then owned or thereafter acquired, excluding: (i) trust accounts, certain proceeds required by law to be placed into such trust accounts and funds held in trust accounts; (ii) the General Partner’s interest in the Company, the incentive distribution rights under the Company’s partnership agreement and the deposit accounts of the General Partner into which distributions are received; (iii) Equipment subject to a purchase money security interest or equipment lease permitted under the Credit Agreement and certain other contract rights under which contractual, legal or other restrictions on assignment would prohibit the creation of a security interest or such creation of a security interest would result in a default thereunder.
Events of Default under the Credit Agreement include, but are not limited to, the following:
• | non-payment of any principal, interest or other amounts due under the Credit Agreement or any other Credit Document; |
• | failure to observe or perform any covenants related to: (i) the delivery of financial statements, compliance certificates, reports and other information; (ii) providing prompt notice of Defaults and other events; (iii) the preservation of the legal existence and good standing of each Borrower and Guarantor; (iv) the ability of the Administrative Agent and each Lender to visit and inspect properties, examine books and records, and discuss financial and business affairs with directors, officers and independent public accountants of each Borrower and Guarantor; (v) restrictions on the use of proceeds; (vi) guarantees by new Subsidiaries; (vii) the maintenance of corporate formalities for each Borrower and Guarantor; (viii) the maintenance of Trust Accounts and Trust Funds; and (ix) any of the negative covenants contained in the Credit Agreement; |
• | failure to observe or perform any other covenant, if uncured 30 days after notice thereof is provided by the Administrative Agent or Lenders; |
• | any default under any other Indebtedness of the Borrowers or Guarantors; |
• | any insolvency proceedings by a Borrower or Guarantor; |
• | the insolvency of any Borrower or Guarantor, or a writ of attachment or execution or similar process issuing or being levied against any material part of the property of a Borrower or Guarantor; and |
• | any Change in Control. |
The Company routinely incurs debt financing costs and fees when borrowing under, or making amendments to the Credit Facility. These costs and fees are deferred and are amortized over the life of the Credit Facility.
Notes Payable Acquisitions
In July of 2009, certain of the Company’s subsidiaries entered into a $1.4 million note purchase agreement in connection with an operating agreement in which the Company became the exclusive operator of Green Lawn Cemetery (the “Green Lawn Note”). The Green Lawn Note bears interest at a rate of 6.5% per year on unpaid principal and is payable monthly, beginning on August 1, 2009. Principal on the note is due in 96 equal installments beginning on July 1, 2011. At December 31, 2013 and 2012, the liability related to the installment note was stated on the Company’s consolidated balance sheet at approximately $1.0 million and $1.2 million, respectively.
In June of 2010, certain of the Company’s subsidiaries issued two installment notes in connection with the second quarter acquisition (the “Nelms Notes”). The Nelms Notes are being paid over a 4 year period and mature April 1, 2014. The installment notes do not have a stated rate of interest. The Company has recorded the installment notes at their fair market value of approximately $2.6 million. The face amounts of the Nelms Notes were discounted approximately $0.7 million, and the discount is being amortized to interest expense over the life of the installment notes. The notes bear 10.25% interest per annum on the portion of the outstanding balance after the maturity date or while there exists any uncured event of default or the exercise by lender of any remedies following the occurrence and during the continuance of any event of default. In addition, if the Company voluntarily files for bankruptcy or is involved in an involuntary bankruptcy proceeding, the entire principal balance of the installment notes automatically becomes due and payable. At December 31, 2013 and 2012, the liability related to the Nelms Notes was stated on the Company’s consolidated balance sheet at approximately $0.1 million and $0.3 million, respectively.
In February 2013, certain of the Company’s subsidiaries issued an unsecured promissory note in the principal amount of $3.0 million in connection with the first quarter acquisition discussed in Note 13. The promissory note bears interest at a rate of 5% and any unpaid balance is due 12 months from closing. At December 31, 2013, the liability related to this promissory note was stated on the Company’s consolidated balance sheet at approximately $0.5 million.
The carrying amounts of the notes payable approximate their fair value.
Acquisition Non-Compete Notes
In connection with several of the Company’s 2013, 2012, 2011 and 2010 acquisitions, certain of the Company’s subsidiaries issued installment notes in consideration for non-compete agreements executed with the former owners of the acquired entities. The installment notes have varying payment terms and mature between April 1, 2014 and February 19, 2019. The installment notes do not have a stated rate of interest. At inception, the Company recorded the installment notes at their fair market value of approximately $5.7 million. The face amounts of the installment notes were discounted approximately $1.2 million, and the discount is being amortized to interest expense over the life of the installment notes. At December 31, 2013 and 2012, the liability related to the installment notes, net of discounts, was stated on the Company’s consolidated balance sheet at approximately $3.4 million and $3.3 million, respectively. The carrying amounts of the installment notes approximate their fair value.
|
9. | INCOME TAXES |
Effective with the closing of the Partnership’s initial public offering on September 20, 2004 (see Note 1), the Company was no longer a taxable entity for federal and state income tax purposes; rather, the Partnership’s tax attributes, except those of its corporate subsidiaries, are to be included in the individual tax returns of its partners.
The tax on the Company’s net income is borne by its general and limited partners. Net income for financial statement purposes may differ significantly from the taxable income of such partners as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement. The aggregate difference in the basis of the Company’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to the Company.
The Partnership’s corporate subsidiaries account for their income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The tax returns of the Partnership are subject to examination by state and federal tax authorities. If such examinations result in changes to taxable income, the tax liability of the partners could be changed accordingly.
Components of the income tax expense (benefit) applicable to continuing operations for federal, state and foreign taxes are as follows:
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Current provision: |
||||||||||||
State |
$ | 685 | $ | 616 | $ | (538 | ) | |||||
Federal |
— | (8 | ) | 6 | ||||||||
Foreign |
(125 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Total |
560 | 608 | (532 | ) | ||||||||
|
|
|
|
|
|
|||||||
Deferred provision: |
||||||||||||
State |
292 | (196 | ) | (163 | ) | |||||||
Federal |
(3,156 | ) | (2,202 | ) | (3,324 | ) | ||||||
|
|
|
|
|
|
|||||||
Total |
(2,864 | ) | (2,398 | ) | (3,487 | ) | ||||||
|
|
|
|
|
|
|||||||
Total income tax expense (benefit) |
$ | (2,304 | ) | $ | (1,790 | ) | $ | (4,019 | ) | |||
|
|
|
|
|
|
The difference between the statutory federal income tax and the Company’s effective income tax is summarized as follows:
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Computed tax provision (benefit) at the applicable statutory tax rate |
$ | (7,468 | ) | $ | (1,681 | ) | $ | (4,806 | ) | |||
State and local taxes net of federal income tax benefit |
464 | 400 | (350 | ) | ||||||||
Tax exempt (income) loss |
1,542 | 697 | 300 | |||||||||
Change in valuation allowance |
9,203 | 3,857 | 3,930 | |||||||||
Partnership earnings not subject to tax |
(2,540 | ) | (5,088 | ) | (3,192 | ) | ||||||
Permanent differences |
(3,337 | ) | 25 | 99 | ||||||||
Other |
(168 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Income tax expense (benefit) |
$ | (2,304 | ) | $ | (1,790 | ) | $ | (4,019 | ) | |||
|
|
|
|
|
|
Deferred tax assets and liabilities result from the following:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Deferred tax assets: |
||||||||
Prepaid expenses |
$ | 4,452 | $ | 3,628 | ||||
State net operating loss |
11,483 | 9,978 | ||||||
Federal net operating loss |
68,008 | 57,269 | ||||||
Alternative minimum tax credit |
77 | 73 | ||||||
Unrealized losses (gains) |
(4,398 | ) | (240 | ) | ||||
Valuation allowance |
(43,027 | ) | (36,489 | ) | ||||
|
|
|
|
|||||
Total deferred tax assets |
36,595 | 34,219 | ||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Property, plant and equipment |
5,565 | 5,908 | ||||||
Deferred revenue related to future revenues and accounts receivable |
34,100 | 33,525 | ||||||
Deferred revenue related to cemetery property |
9,295 | 9,315 | ||||||
|
|
|
|
|||||
Total deferred tax liabilities |
48,960 | 48,748 | ||||||
|
|
|
|
|||||
Net deferred tax liabilities |
$ | 12,365 | $ | 14,529 | ||||
|
|
|
|
At December 31, 2013, the Company had available approximately less than $0.2 million of alternative minimum tax credit carryforwards, which are available indefinitely, and $194.3 million of federal net operating loss carryforwards, which will begin to expire in 2019 and $238.2 million in state net operating losses, a portion of which expires annually.
Management periodically evaluates all evidence, both positive and negative, in determining whether a valuation allowance to reduce the carrying value of deferred tax assets is required. In 2013, the Company concluded, based on the projected allocations of taxable income, that a deferred tax asset of less than $0.1 million will more likely than not be realized on several subsidiaries. In addition, several separate taxable subsidiaries were in a deferred tax liability position at December 31, 2013 and recognized those liabilities. The vast majority of the taxable subsidiaries continue to accumulate deferred tax assets that will not more likely than not be realized. A full valuation allowance continues to be maintained on these taxable subsidiaries. Ultimate realization of the deferred tax assets is dependent upon, among other factors, the Partnership’s corporate subsidiaries’ ability to generate sufficient taxable income within the carryforward periods and is subject to change depending on the tax laws in effect in the years in which the carryforwards are used.
The Company follows the provisions of ASC Topic 740 (“ASC 740”) which requires that the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. During the year ended December 31, 2011, the Company recorded an income tax benefit of $0.9 million reversing an unrecognized tax benefit related to uncertain tax positions as the statute of limitations for this item expired. As of December 31, 2013 and 2012, the Company does not have any unrecognized tax benefits related to uncertain tax positions.
The Company and its subsidiaries are subject to US federal income tax as well as income taxes of multiple state jurisdictions. The Company’s effective tax rate fluctuates over time based on income tax rates in the various tax jurisdictions in which the Company operates and based on the level of earnings in those jurisdictions.
The Internal Revenue Service (“IRS”) audited the Company’s federal income tax return for the year ended December 31, 2010. The scope of this audit included an audit of the Company’s qualifying income. In order to be treated as a partnership for federal income tax purposes, at least 90% of the Company’s gross income must be qualifying income. The IRS concluded its audit and notified the Company on April 11, 2013 that it was not proposing any adjustments to the return as filed.
If the Company were treated as a corporation for federal income tax purposes for any taxable year for which the statute of limitations remains open or for any future taxable year, the Company would pay federal income tax on its taxable income for such year(s) at the corporate tax rate, which is currently a maximum of 35%, and would likely pay state income tax at varying rates. Distributions would generally be taxed again as corporate distributions, and no income, gains, losses or deductions would flow through to unitholders. Because a tax would be imposed upon the Company as a corporation, including taxes with respect to prior periods, the Company’s cash available for distribution would be substantially reduced.
In connection with each public offering of the Company’s common units, including its initial public offering of common units, outside counsel reviewed the various categories of the Company’s gross income and opined that it would be classified as a partnership for federal income tax purposes. Although no assurance can be given, the Company does not anticipate any change in its status as a partnership for federal income tax purposes or any change in prior period taxable income.
The Company is not currently under examination by any federal or state jurisdictions. The federal statute of limitations and certain state statutes of limitations are opened from 2010 forward. Management believes that the accrual for tax liabilities is adequate for all open years. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. On the basis of present information, it is the opinion of the Company’s management that there are no pending assessments that will result in a material effect on the Company’s consolidated financial statements over the next twelve months.
The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses for all periods presented. The Company has not recorded any material interest or penalties during any of the years presented.
The net change in the valuation allowance for 2013 was an increase of $6.5 million. This change in the valuation allowance is the result of the change in unrealized gains and losses of the Company’s investment portfolio, which is recorded within deferred revenues, net; the results of acquisition accounting; net operating losses that are more likely than not to be realized and net operating losses that do not meet the more likely than not standard.
|
10. | DEFERRED CEMETERY REVENUES—NET / DEFERRED SELLING AND OBTAINING COSTS |
In accordance with SAB No. 104, the Company defers the revenues and all direct costs associated with the sale of pre-need cemetery merchandise and services until the merchandise is delivered or the services are performed. The Company also defers the costs to obtain new pre-need cemetery and new prearranged funeral business as well as the investment earnings on the prearranged services and merchandise trusts (see Note 1).
At December 31, 2013 and 2012, deferred cemetery revenues, net, consisted of the following:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Deferred cemetery revenue |
$ | 403,250 | $ | 346,621 | ||||
Deferred merchandise trust revenue |
88,730 | 65,728 | ||||||
Deferred merchandise trust unrealized gains (losses) |
10,996 | 600 | ||||||
Deferred pre-acquisition margin |
132,866 | 132,221 | ||||||
Deferred cost of goods sold |
(54,257 | ) | (47,309 | ) | ||||
|
|
|
|
|||||
Deferred cemetery revenues, net |
$ | 581,585 | $ | 497,861 | ||||
|
|
|
|
|||||
Deferred selling and obtaining costs |
$ | 87,998 | $ | 76,317 |
Deferred selling and obtaining costs are carried as an asset on the consolidated balance sheet in accordance with the Financial Services – Insurance topic of the ASC.
|
11. | LONG-TERM INCENTIVE AND RETIREMENT PLANS |
Long Term Incentive Plan
Overview
On November 8, 2006, the General Partner’s board of directors adopted the StoneMor Partners L.P. Long-Term Incentive Plan, as amended, (“LTIP”) for its employees, consultants and directors, who perform services for the Company. The LTIP permits the grant of awards covering an aggregate of 1,124,000 common units in the form of unit options, unit appreciation rights (“UARs”), restricted units and phantom units. The compensation committee of the Company’s General Partner’s board of directors administers the plan. The plan will continue in effect until the earliest of (i) the date determined by the General Partner’s board of directors; (ii) the date that common units are no longer available for payment of awards under the plan; or (iii) the tenth anniversary of the plan.
The General Partner’s board of directors or compensation committee may, in their discretion, terminate, suspend or discontinue the LTIP at any time with respect to any units for which a grant has not yet been made. The General Partner’s board of directors also has the right to alter or amend the LTIP or any part of the plan from time to time, including increasing the number of units that may be delivered in accordance with awards under the plan, subject to any approvals if required by the exchange upon which the common units are listed at that time. No change in any outstanding grant may be made, however, that would materially impair the rights of the participant without the consent of the participant.
Awards Made Under the LTIP
Phantom Unit Awards
On November 8, 2006, the General Partner, acting on behalf of the Company, entered into a Director Restricted Phantom Unit Agreement (the “Director Agreement”) with certain of its outside directors (the “Directors”). Under the terms of the Director Agreement, each of five directors was awarded 3,000 Restricted Phantom Units (“Director Phantom Units”). Director Phantom Units become payable, in cash or common units, at the Company’s election, upon the separation of the Director from service as a director or upon the occurrence of certain other events specified in the Director Agreement. Each Director Phantom Unit contains a distribution equivalent right which entitles each Director to additional Director Phantom Units upon each distribution made to common unit holders. The calculation of additional Director Phantom Units granted upon each distribution to common unit holders is equal to a Directors total cumulative Director Phantom Units at the time of a distribution multiplied by the per unit monetary distribution divided by the fair value of a common unit at the time of the distribution. Each Director also receives a portion of their annual retainer in deferred restricted phantom units.
On December 16, 2009, the General Partner, acting on behalf of the Company, entered into an Executive Restricted Phantom Unit Agreement (the “Executive Agreement”) with certain of the Company’s executives (the “Executives”). Under the terms of the Executive Agreement, 20,000 Restricted Phantom Units (“Executive Phantom Units”) were issued. These units were vested upon issuance.
On November 7, 2012, the General Partner, acting on behalf of the Company, entered into an Executive Restricted Phantom Unit Agreement (the “2012 Executive Agreement”) with an executive of the Company (the “Executive”). Under the terms of the 2012 Executive Agreement, the Executive was awarded 45,000 Restricted Phantom Units (“Executive Phantom Units”) that vest over 3 years as follows: 15,000 Phantom Units vest one year after the Grant Date, 15,000 Phantom Units vest two years after the Grant Date, and 15,000 Phantom Units vest three years after the Grant Date.
Executive Phantom Units become payable, in cash or common units, at the Company’s election, upon the separation of the Executive from service as an executive or upon the occurrence of certain other events specified in the Executive Agreement. The exercise of Executive Phantom Units may be subject to approval by the Company’s limited partners as required by the NYSE listing rules. Each Executive Phantom Unit contains a distribution equivalent right which entitles each Executive to additional Executive Phantom Units upon each distribution made to common unit holders. The calculation of additional Executive Phantom Units granted upon each distribution to common unit holders is equal to an Executives total cumulative Executive Phantom Units at the time of a distribution multiplied by the per unit monetary distribution divided by the fair value of a common unit at the time of the distribution.
The table below reflects the LTIP Phantom Unit Award activity for the years ended December 31, 2013, 2012 and 2011, respectively:
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Outstanding, beginning of period |
143,213 | 84,377 | 73,734 | |||||||||
Granted (1) |
18,890 | 58,836 | 10,643 | |||||||||
Matured |
— | — | — | |||||||||
Forfeited |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Outstanding, end of period |
162,103 | 143,213 | 84,377 | |||||||||
|
|
|
|
|
|
|||||||
Director Phantom Units (2) |
98,195 | 71,767 | 60,395 | |||||||||
Executive Phantom Units (2) |
63,908 | 71,446 | 23,982 |
(1) | The weighted-average price for unit awards on the date of grant was $25.29, $23.84 and $27.79 for the years ended December 31, 2013, 2012 and 2011, respectively. |
(2) | The phantom units of one of the Executives that retired from the Company and simultaneously entered into a two year consulting agreement where the Executive also agreed to become the Vice Chairman of the Company’s Board of Directors are presented as Director Phanthom Units in 2013, whereas they were previously presented as Executive Phanthom Units. This individual owned approximately 14,514 and 13,223 of the Phantom Units outstanding at December 31, 2013 and 2012, respectively. |
There was approximately $0.7 million and $1.0 million of unrecognized compensation cost related to the units issued in the 2012 Executive Agreement as of December 31, 2013 and 2012, respectively. Total compensation expense for phantom unit awards was approximately $0.8 million, $0.4 million and $0.3 million for the years ended December 31, 2013, 2012 and 2011, respectively.
There were no modifications made to any existing unit awards in 2013. No unit awards were capitalized during the years ended December 31, 2013, 2012 and 2011.
Unit Appreciation Rights Awards
On November 27, 2006, the General Partner, acting on behalf of the Company, entered into a Key Employee Unit Appreciation Rights Agreement (the “2006 UAR Agreement”) with certain of the Company’s key employees (the “2006 Key Employees). Under the terms of the 2006 UAR Agreement, 2006 Key Employees received Unit Appreciation Rights (“UARs”) wherein 2006 Key Employees became entitled to compensation in the form of units in an amount equal to the fair value of the Company’s common units upon exercise less $24.14 per unit multiplied by the total number of UARs exercised. Units to be issued should be equal to this amount divided by the fair value of common units upon exercise. A total of 120,000 UARs were granted under the 2006 UAR Agreement, all of which had vested at December 31, 2009 and were exercised by December 31, 2011.
On December 16, 2009, the General Partner, acting on behalf of the Company, entered into a Key Employee Unit Appreciation Rights Agreement (the “2009 UAR Agreement”) with certain of the Company’s key employees (the “2009 Key Employees) and non-employee directors. Under the terms of the 2009 UAR Agreement, 2009 Key Employees and non-employee directors received UARs and became entitled to compensation in the form of units, in an amount equal to the fair value of the Company’s common units upon exercise less $18.80 per unit multiplied by the total number of UARs exercised. Units to be issued should be equal to this amount divided by the fair value of common units upon exercise.
UARs granted under the 2009 UAR Agreement vest at a percentage rate which is equal to a fraction the numerator of which is the number of calendar months which have elapsed since December 16, 2009 and the denominator of which is 48, subject to forfeiture upon certain conditions set forth in the UAR Agreement. The exercise of such UARs may be subject to approval by the Company’s limited partners as required by the NYSE listing rules. A total of 814,000 UARs were granted under the 2009 UAR Agreement and 565,716 of these units remained outstanding at December 31, 2013.
In the second quarter of 2012, the General Partner, acting on behalf of the Company, entered into a Key Employee Unit Appreciation Rights Agreements (the “2012 UAR Agreements”) with certain of the Company’s key employees (the “2012 Key Employees). Under the terms of the 2012 UAR Agreements, 2012 Key Employees received UARs wherein 2012 Key Employees became entitled to compensation in the form of units in an amount equal to the fair value of the Company’s common units upon exercise less $24.36 per unit multiplied by the total number of UARs exercised. Units to be issued should be equal to this amount divided by the fair value of common units upon exercise.
UARs granted under the 2012 UAR Agreements vest at a percentage rate which is equal to a fraction the numerator of which is the number of calendar months which have elapsed since the date of issuance and the denominator of which is 48, subject to forfeiture upon certain conditions set forth in the UAR Agreements. The exercise of such UARs may be subject to approval by the Company’s limited partners as required by the NYSE listing rules. A total of 80,500 UARs were granted under the 2012 UAR Agreements and 55,500 of these units remained outstanding at December 31, 2013.
On May 9, 2013 and October 22, 2013, the General Partner, acting on behalf of the Company, entered into Key Employee Unit Appreciation Rights Agreements (the “2013 UAR Agreements”) with certain of the Company’s key employees (the “2013 Key Employees). Under the terms of the 2013 UAR Agreements, 2013 Key Employees received UARs wherein 2013 Key Employees became entitled to compensation in the form of units in an amount equal to the fair value of the Company’s common units upon exercise, less $26.68 and $25.61 for the May and October awards, respectively, per unit multiplied by the total number of UARs exercised. Units to be issued should be equal to this amount divided by the fair value of common units upon exercise.
UARs granted under the 2013 UAR Agreements vest at a percentage rate which is equal to a fraction the numerator of which is the number of calendar months which have elapsed since the date of issuance and the denominator of which is 48, subject to forfeiture upon certain conditions set forth in the UAR Agreements. The exercise of such UARs may be subject to approval by the Company’s limited partners as required by the NYSE listing rules. A total of 52,500 UARs were granted under the 2013 UAR Agreements and 52,500 of these units remained outstanding at December 31, 2013.
All UARs granted under the LTIP have a five year contractual term beginning on the grant date.
The fair value of UARs granted under the 2013 UAR Agreements, 2012 UAR Agreements and 2009 UAR Agreement was estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions:
2013 UAR | 2012 UAR | 2009 UAR | ||||||||||
Agreements | Agreements | Agreement | ||||||||||
Expected dividend yield |
9.14 | % | 9.60 | % | 10.70 | % | ||||||
Risk-free interest rate |
0.63 | % | 0.63 | % | 2.73 | % | ||||||
Expected volatility |
28.57 | % | 42.60 | % | 38.70 | % | ||||||
Expected life (in years) |
3.52 | 3.52 | 6.02 |
The fair value of UARs granted under the 2009 UAR Agreement was $2.39 per UAR and approximately $1.9 million in aggregate.
The fair value of UARs granted under the 2012 UAR Agreements was approximately $3.70 per UAR and approximately $0.3 million in aggregate.
The fair value of UARs granted under the 2013 UAR Agreements was approximately $2.09 per UAR and approximately $0.1 million in aggregate.
A summary of UAR activity for the years ended December 31, 2013, 2012 and 2011 follows:
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Outstanding, beginning of period |
774,598 | 759,857 | 874,835 | |||||||||
Granted |
52,500 | 80,500 | — | |||||||||
Exercised |
(133,110 | ) | (65,759 | ) | (112,373 | ) | ||||||
Forfeited |
(20,272 | ) | — | (2,605 | ) | |||||||
|
|
|
|
|
|
|||||||
Outstanding, end of period |
673,716 | 774,598 | 759,857 | |||||||||
|
|
|
|
|
|
|||||||
Exercisable, end of period |
594,248 | 514,993 | 358,639 |
As of December 31, 2013, there was approximately $0.2 million of unrecognized compensation cost related to non-vested UARs. $0.1 million of this cost is expected to be recognized within 1 year, with the remainder being recognized through 2017. Total compensation expense for UARs was approximately $0.5 million for the years ended December 31, 2013, 2012 and 2011. The Company issued 34,096, 19,452 and 24,682 common units as a result of exercised UARs in 2013, 2012 and 2011, respectively.
During the years ended December 31, 2013, 2012 and 2011, the Company:
• | Made no modifications to any existing UAR awards; |
• | Did not capitalize any UAR awards; |
• | Did not receive any cash due to the exercise of UARs; |
• | Did not recognize any tax benefits due to exercised UARs. |
Retirement Plan
The Company has a 401(k) retirement savings plan for employees who may defer up to 15% of their compensation. The Company does not currently match any of the employee contributions.
|
12. | COMMITMENTS AND CONTINGENCIES |
Legal
The Company is party to legal proceedings in the ordinary course of its business but does not expect the outcome of any proceedings, individually or in the aggregate, to have a material effect on the Company’s financial position, results of operations or liquidity.
Leases
At December 31, 2013, 2012, and 2011, the Company was committed to operating lease payments for premises, automobiles and office equipment under various operating leases with initial terms ranging from one to twenty five years and options to renew at varying terms. Expenses under operating leases were $2.7 million, $2.5 million and $2.3 million for the years ended December 31, 2013, 2012, and 2011, respectively.
At December 31, 2013, operating leases will result in future payments in the following approximate amounts from January 1, 2014 and beyond:
(in thousands) | ||||
2014 |
$ | 1,712 | ||
2015 |
1,140 | |||
2016 |
1,016 | |||
2017 |
948 | |||
2018 |
882 | |||
Thereafter |
1,927 | |||
|
|
|||
Total |
$ | 7,625 | ||
|
|
Employment Agreements
As of December 31, 2013, the Company has an employment agreement with one of its senior executives for a term of three years beginning July 22, 2013. The Company also has an employment agreement with the Vice Chairman of the Board of Directors which is effective for two years beginning April 1, 2012.
|
13. | ACQUISITIONS |
Acquisition related costs include legal fees and other third party costs incurred in acquisition related activities. For the year ended December 31, 2013 acquisition related costs include a $1.3 million recovery related to misappropriation claims related to certain acquisitions. For the years ended December 31, 2012 and 2011, acquisition related costs included legal fees, net of recoveries, of $0.3 million and $1.2 million, respectively, related to amounts paid to pursue the recovery of those claims.
First Quarter 2013 Acquisition
On February 19, 2013, StoneMor Florida Subsidiary LLC, a subsidiary of the Company, (the “Buyer) entered into an Asset Purchase and Sale Agreement (the “Seawinds Agreement”) with several Florida limited liability companies and one individual (collectively the “Seller”). Pursuant to the Agreement, the Buyer acquired six funeral homes in Florida, including certain related assets, and assumed certain related liabilities.
In consideration for the net assets acquired, the Buyer paid the Seller $9.1 million in cash and issued 159,635 common units, which equates to approximately $3.6 million worth of common units under the terms of the Seawinds Agreement. The Buyer also issued an unsecured promissory note in the amount of $3.0 million that is payable on February 19, 2014 and bears interest at 5.0%. In addition, the Buyer will also pay an aggregate amount of $1.2 million in six equal annual installments commencing on February 19, 2014 in exchange for a non-compete agreement with the Seller. The non-compete agreement will be amortized over the 6 year term of the agreement.
The table below reflects the Company’s revised assessment of the fair value of net assets acquired. The Company obtained additional information and has retrospectively adjusted these values as noted below. These amounts may be adjusted as additional information is received. The resulting goodwill is recorded in the Company’s Funeral Homes operating segment.
Preliminary |
Revised |
|||||||||||
Assessment | Adjustments | Assessment | ||||||||||
(in thousands) | ||||||||||||
Assets: |
||||||||||||
Accounts receivable |
$ | 995 | $ | (300 | ) | $ | 695 | |||||
Property and equipment |
8,315 | — | 8,315 | |||||||||
Merchandise trusts, restricted, at fair value |
4,853 | — | 4,853 | |||||||||
Non-compete agreements |
1,927 | — | 1,927 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
16,090 | (300 | ) | 15,790 | ||||||||
|
|
|
|
|
|
|||||||
Liabilities: |
||||||||||||
Deferred margin |
2,419 | — | 2,419 | |||||||||
Merchandise liabilities |
2,233 | — | 2,233 | |||||||||
Other liabilities |
— | 164 | 164 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
4,652 | 164 | 4,816 | |||||||||
|
|
|
|
|
|
|||||||
Fair value of net assets acquired |
11,438 | (464 | ) | 10,974 | ||||||||
|
|
|
|
|
|
|||||||
Consideration paid - cash |
9,100 | — | 9,100 | |||||||||
Consideration paid - units |
3,592 | — | 3,592 | |||||||||
Fair value of note payable |
3,000 | — | 3,000 | |||||||||
Fair value of debt assumed for non-compete agreement |
924 | — | 924 | |||||||||
|
|
|
|
|
|
|||||||
Total consideration paid |
16,616 | — | 16,616 | |||||||||
|
|
|
|
|
|
|||||||
Goodwill from purchase |
$ | 5,178 | $ | 464 | $ | 5,642 | ||||||
|
|
|
|
|
|
Third Quarter 2013 Acquisition
On August 1, 2013, certain subsidiaries of the Company (collectively the “Buyer”) entered into an Asset Purchase and Sale Agreement with Carriage Cemetery Services, Inc. (the “Seller”). Pursuant to the agreement, the Buyer acquired 1 cemetery in Virginia, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $5.0 million in cash.
The table below reflects the Company’s preliminary assessment of the fair value of net assets acquired and the resulting gain on bargain purchase. These amounts may be retrospectively adjusted as additional information is received.
Preliminary | ||||
Assessment | ||||
(in thousands) | ||||
Assets: |
||||
Accounts receivable |
$ | 525 | ||
Cemetery property |
3,900 | |||
Property and equipment |
1,047 | |||
Merchandise trusts, restricted, at fair value |
5,461 | |||
Perpetual care trusts, restricted, at fair value |
5,888 | |||
|
|
|||
Total assets |
16,821 | |||
|
|
|||
Liabilities: |
||||
Merchandise liabilities |
1,252 | |||
Deferred margin |
1,356 | |||
Perpetual care trust corpus |
5,888 | |||
Other liabilities |
94 | |||
Deferred tax liability |
701 | |||
|
|
|||
Total liabilities |
9,291 | |||
|
|
|||
Fair value of net assets acquired |
7,530 | |||
|
|
|||
Consideration paid |
5,000 | |||
|
|
|||
Gain on bargain purchase |
$ | 2,530 | ||
|
|
First Quarter 2012 Acquisition
In the second quarter of 2009, the Company entered into a long-term operating agreement (the “Operating Agreement”) with Kingwood Memorial Park Association (“Kingwood”) wherein the Company became the exclusive operator of the cemetery. At that time, the Operating Agreement did not qualify as an acquisition for accounting purposes. However, the existing merchandise and perpetual care trusts were consolidated as variable interest entities. In addition, merchandise and other liabilities assumed by the Company were also recorded as of the initial contract date. The consideration paid for this transaction, including cash and an assumed liability, exceeded the net assets recorded as of the initial contract date and an intangible asset was recorded for this amount.
In January of 2012, the Company entered into an amended and restated operating agreement (the “Amended Operating Agreement”), that supersedes the Operating Agreement. The Amended Operating Agreement has a term of 40 years and the Company remains the exclusive operator of the cemetery. As consideration for entering into the Amended Operating Agreement, the Company paid $1.7 million in cash and was relieved of a note payable to Kingwood. In addition, the prior trustees of Kingwood have resigned in favor of new trustees appointed by the Company. As a result of the changes in the Amended Operating Agreement, for accounting purposes, the Company has gained control of Kingwood, and acquisition accounting is now applicable.
The table below reflects the Company’s final assessment of the fair value of net assets acquired, the elimination of debt and other assets, and the purchase price, which results in the recognition of goodwill recorded in the Company’s Cemetery Operations – Southeast segment.
Final | ||||
Assessment | ||||
(in thousands) | ||||
Net assets acquired: |
||||
Accounts receivable |
$ | 66 | ||
Cemetery property |
3,001 | |||
Property and equipment |
102 | |||
|
|
|||
Total net assets acquired |
3,169 | |||
|
|
|||
Assets and liabilities divested: |
||||
Note payable to Kingwood |
519 | |||
Intangible asset representing underlying contract value |
(2,236 | ) | ||
|
|
|||
Fair value of net assets acquired and divested |
1,452 | |||
|
|
|||
Consideration paid |
1,652 | |||
|
|
|||
Goodwill from purchase |
$ | 200 | ||
|
|
Second, Third and Fourth Quarter 2012 Acquisitions
The table below reflects the Company’s final assessment of the fair value of net assets acquired, the purchase price and the resulting gain (goodwill) from these acquisitions.
2012 | ||||||||||||||||||||
2nd Quarter | 2nd Quarter | 3rd Quarter | 3rd Quarter | 4th Quarter | ||||||||||||||||
Bronswood | Lodi | Farnstrom | Lohman | Harden | ||||||||||||||||
Final Assessment | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets: |
||||||||||||||||||||
Accounts receivable |
$ | 72 | $ | — | $ | — | $ | 1,005 | $ | — | ||||||||||
Cemetery property |
842 | — | — | 6,100 | — | |||||||||||||||
Property and equipment |
518 | 48 | 1,296 | 5,864 | 952 | |||||||||||||||
Merchandise trusts, restricted , at fair value |
— | 105 | — | 11,884 | — | |||||||||||||||
Perpetual care trusts, restricted, at fair value |
2,780 | — | — | 2,232 | — | |||||||||||||||
Other assets |
— | — | — | 122 | — | |||||||||||||||
Underlying lease value |
— | 64 | — | — | — | |||||||||||||||
Non-compete agreements |
12 | 40 | 170 | 1,777 | 204 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
4,224 | 257 | 1,466 | 28,984 | 1,156 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
||||||||||||||||||||
Deferred margin |
— | — | — | 3,746 | — | |||||||||||||||
Merchandise liabilities |
— | 105 | — | 3,458 | — | |||||||||||||||
Deferred tax liability |
374 | — | — | — | — | |||||||||||||||
Perpetual care trust corpus |
2,780 | — | — | 2,232 | — | |||||||||||||||
Other liabilities |
24 | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
3,178 | 105 | — | 9,436 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fair value of net assets acquired |
1,046 | 152 | 1,466 | 19,548 | 1,156 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consideration paid - cash |
924 | 850 | 2,300 | 20,000 | 2,250 | |||||||||||||||
Consideration paid - units |
— | 350 | — | 3,500 | 650 | |||||||||||||||
Fair value of debt assumed for non-compete agreements |
— | 544 | 274 | 1,230 | 421 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total consideration paid |
924 | 1,744 | 2,574 | 24,730 | 3,321 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
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Gain on bargain purchase |
122 | — | — | — | — | |||||||||||||||
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Goodwill from purchase |
$ | — | $ | 1,592 | $ | 1,108 | $ | 5,182 | $ | 2,165 | ||||||||||
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On April 10, 2012, certain subsidiaries of the Company (collectively the “Buyer”) entered into a Stock Purchase Agreement with several individuals (collectively the “Seller”) to purchase all of the stock of Bronswood Cemetery, Inc., an Illinois Corporation. Through the purchase, the Buyer acquired one cemetery in Illinois, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $0.9 million in cash. This acquisition resulted in a gain on the bargain purchase.
On June 6, 2012, certain subsidiaries of the Company (collectively the “Buyer”) entered into a Purchase Agreement with several individuals and Lodi Funeral Home, Inc. (collectively the “Seller”) to purchase certain assets and assume certain liabilities of Lodi Funeral Home, Inc., a California corporation and all of the stock of Lodi All Faiths Cremation, a California corporation. Through the purchase, the Buyer acquired two funeral homes in California including certain related assets, and assumed certain related liabilities. As part of the agreement, the building and underlying real estate of Lodi Funeral Home, Inc. is being leased from the Seller. The lease agreement is a ten year agreement that contains one five year renewal term at the Buyer’s election. In addition, at the end of the original lease or renewal term, the Buyer can elect to purchase the property for fair value less 10% of any rental amounts previously paid under the lease agreement. The Buyer also has a right of first refusal related to any potential sale of the property occurring during the lease term. In consideration for the net assets acquired, the Buyer paid the Seller $0.85 million in cash and issued 13,720 units, which equates to $0.35 million worth of units. The Buyer will also pay an aggregate amount of $0.6 million in 16 equal quarterly installments commencing on January 2, 2013 in exchange for non-compete agreements with the Seller. The acquired goodwill is recorded in the Company’s Funeral Homes operating segment.
On July 2, 2012, certain subsidiaries of the Company (collectively the “Buyer) entered into an Asset Purchase and Sale Agreement (the “Farnstrom Agreement”) with Farnstrom Mortuary, LLC and Farnstrom Properties, LLC, both Oregon limited liability companies, Farnstrom Family, Inc. and Care Cremation Society, Inc., both Oregon corporations and two individuals (collectively the “Seller”). Pursuant to the Agreement, the Buyer acquired five funeral homes in Oregon, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $2.3 million in cash. The Buyer will also pay an aggregate amount of $0.3 million in 12 equal quarterly installments commencing on July 2, 2012 in exchange for non-compete agreements with the Seller. The acquired goodwill is recorded in the Company’s Funeral Homes operating segment.
On July 31, 2012, certain subsidiaries of the Company (collectively the “Buyer) entered into an Asset Purchase and Sale Agreement (the “Lohman Agreement”) with certain Florida corporations, limited liability companies and four individuals (collectively the “Seller”). Pursuant to the Agreement, the Buyer acquired nine funeral homes and four cemeteries in Florida, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $20.0 million in cash and issued 128,299 units, which equates to $3.5 million worth of units. The Buyer will also pay an aggregate amount of $1.5 million in five equal annual installments commencing on August 1, 2013 in exchange for a consulting and non-compete agreement with the Seller. The acquired goodwill is recorded in both the Company’s Cemetery Operations – Southeast segment and Funeral Homes operating segment.
On December 13, 2012, StoneMor Florida Subsidiary LLC, a subsidiary of the Company, (the “Buyer) entered into an Asset Purchase and Sale Agreement (the “Harden Agreement”) with a Florida corporation and two individuals (collectively the “Seller”). Pursuant to the Agreement, the Buyer acquired one funeral home in Florida, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $2.25 million in cash and issued 28,863 units, which equates to $0.7 million worth of units. The Buyer will also pay an aggregate amount of $0.5 million in twenty equal quarterly installments commencing on March 13, 2013 in exchange for a non-compete agreement with the Seller. The acquired goodwill is recorded in the Company’s Funeral Homes operating segment.
If the acquisitions from 2013 and 2012 had been consummated on January 1, 2012 and January 1, 2011, respectively, on a pro forma basis, for the years ended December 31, 2013, 2012 and 2011, consolidated revenues, consolidated net income (loss) and net income (loss) per limited partner unit (basic and diluted) would have been as follows:
As of December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Revenue |
$ | 247,844 | $ | 252,270 | $ | 237,228 | ||||||
Net loss |
(21,712 | ) | (994 | ) | (9,705 | ) | ||||||
Net loss per limited partner unit (basic and diluted) |
$ | (1.02 | ) | $ | (.05 | ) | $ | (.50 | ) |
These pro forma results are unaudited and have been prepared for comparative purposes only and include certain adjustments such as increased interest from debt related to the acquisitions and recognition of gains on acquisitions occurring during 2013 in 2012 rather than in the current period. They do not purport to be indicative of the results of operations which actually would have resulted had the 2013 acquisitions been in effect on January 1, 2012 and the 2012 acquisitions had been in effect on January 1, 2011 or of future results of operations of the locations. The Company’s first quarter 2012 acquisition relates to the Amended Operating Agreement as noted above. Therefore, the results of operations for this property have been included in the Company’s results since 2009.
Since their respective dates of acquisition, the properties acquired in 2013 have contributed $3.9 million of revenue and $0.1 million of operating profit for the year ended December 31, 2013. The properties acquired in 2012 have contributed $10.4 million of revenue and $0.5 million of operating profit for the year ended December 31, 2013 and $4.2 million of revenue and $0.1 million of operating profit for the year ended December 31, 2012.
First, Second, Third and Fourth Quarter 2011 Acquisitions
The table below reflects the Company’s final assessment of the fair value of net assets (liabilities) acquired, the purchase price and the resulting goodwill from these acquisitions.
2011 | ||||||||||||||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 3rd Quarter | 4th Quarter | 4th Quarter | |||||||||||||||||||
North Carolina | Missouri | Virginia | Puerto Rico | Tennessee | Mississippi | |||||||||||||||||||
Final Assessment | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||
Accounts receivable |
$ | 97 | $ | 94 | $ | 20 | $ | 4,600 | $ | 126 | $ | 66 | ||||||||||||
Cemetery property |
1,710 | 880 | 2,243 | 4,666 | 1,096 | 1,331 | ||||||||||||||||||
Property and equipment |
332 | 1,812 | 159 | 4,124 | 2,257 | 488 | ||||||||||||||||||
Merchandise trusts, restricted , at fair value |
880 | 2,627 | 562 | — | 10,122 | 1,264 | ||||||||||||||||||
Perpetual care trusts, restricted, at fair value |
344 | 1,190 | 904 | 981 | 4,373 | 524 | ||||||||||||||||||
Other assets |
100 | — | 160 | — | 3,862 | — | ||||||||||||||||||
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Total assets |
3,463 | 6,603 | 4,048 | 14,371 | 21,836 | 3,673 | ||||||||||||||||||
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Liabilities: |
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Deferred margin |
795 | 1,302 | 360 | 5,017 | 12,638 | 832 | ||||||||||||||||||
Merchandise liabilities |
734 | 1,648 | 337 | 4,632 | 11,666 | 965 | ||||||||||||||||||
Deferred tax liability |
64 | 461 | 762 | 766 | — | 268 | ||||||||||||||||||
Perpetual care trust corpus |
344 | 1,190 | 904 | 981 | 4,373 | 524 | ||||||||||||||||||
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Total liabilities |
1,937 | 4,601 | 2,363 | 11,396 | 28,677 | 2,589 | ||||||||||||||||||
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Fair value of net assets (liabilities) acquired |
1,526 | 2,002 | 1,685 | 2,975 | (6,841 | ) | 1,084 | |||||||||||||||||
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Consideration paid - cash |
1,700 | 2,150 | 1,850 | 4,600 | 4,500 | 1,342 | ||||||||||||||||||
Fair value of debt assumed for non-compete agreements |
— | — | 280 | — | — | — | ||||||||||||||||||
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Total consideration paid |
1,700 | 2,150 | 2,130 | 4,600 | 4,500 | 1,342 | ||||||||||||||||||
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Goodwill from purchase |
$ | 174 | $ | 148 | $ | 445 | $ | 1,625 | $ | 11,341 | $ | 258 | ||||||||||||
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On January 5, 2011, the Operating Company, StoneMor North Carolina LLC, a North Carolina limited liability company and StoneMor North Carolina Subsidiary LLC, a North Carolina limited liability company, each a wholly-owned subsidiary of the Company (collectively the “Buyer”), entered into an Asset Purchase and Sale Agreement (the “1st Quarter Purchase Agreement”) with Heritage Family Services, Inc., a North Carolina corporation and an individual (collectively the “Seller”). Pursuant to the 1st Quarter Purchase Agreement, the Buyer acquired three cemeteries in North Carolina, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $1.7 million in cash. The acquired goodwill is recorded in the Company’s Cemetery Operations – Southeast segment.
On June 22, 2011, the Operating Company, StoneMor Missouri LLC, a Missouri limited liability company and StoneMor Missouri Subsidiary LLC, a Missouri limited liability company, each a wholly-owned subsidiary of the Company (collectively the “Buyer”), entered into an Asset Purchase and Sale Agreement (the “2nd Quarter Purchase Agreement”) with SCI International, LLC, a Delaware limited liability company and Keystone America, Inc., a Delaware corporation (collectively the “Seller” or “SCI Missouri”). Pursuant to the 2nd Quarter Purchase Agreement, the Buyer acquired three cemeteries and four funeral homes in Missouri, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $2.15 million in cash. The acquired goodwill is recorded in both the Company’s Cemetery Operations – West segment and Funeral Homes operating segment.
On August 1, 2011, the Operating Company and CFS West Virginia, an affiliate of the Operating Company, (collectively the “Buyer”) entered into a Stock Purchase Agreement with three individuals (collectively the “Seller”) to purchase all of the stock of Prince George Cemetery Corporation, a Virginia corporation. Through the purchase of Prince George Cemetery Corporation, the Buyer acquired one cemetery in Virginia. In consideration for the stock acquired, the Buyer paid the Seller approximately $1.9 million in cash. The Buyer will also pay $0.3 million in cash in even quarterly installments over a five year period in exchange for non-compete agreements with the Seller. The acquired goodwill is recorded in the Company’s Cemetery Operations – Southeast segment.
On August 17, 2011, the Operating Company, StoneMor Puerto Rico LLC, a Puerto Rico limited liability company and StoneMor Puerto Rico Subsidiary LLC, a Puerto Rico limited liability company, each a wholly-owned subsidiary of the Company (collectively the “Buyer”), entered into a Stock Purchase Agreement with Alderwoods Group, LLC, a Delaware limited liability company (the “Seller” or “SCI Puerto Rico”) to purchase all of the stock of SCI Puerto Rico Funeral and Cemetery Services, Inc., a Puerto Rico corporation. Through the purchase of SCI Puerto Rico Funeral and Cemetery Services, Inc., the Buyer acquired five cemeteries and four funeral homes in Puerto Rico. In consideration for the stock acquired, the Buyer paid the Seller $4.6 million in cash. The acquired goodwill is recorded in both the Company’s Cemetery Operations – Southeast segment and Funeral Homes operating segment.
On October 4, 2011, the Operating Company and StoneMor Tennessee Subsidiary LLC, a Tennessee limited liability company, each a wholly-owned subsidiary of the Company (collectively the “Buyer”), entered into an Asset Purchase and Sale Agreement (the “4th Quarter Tennessee Purchase Agreement”) with Forest Hill Funeral Home and Memorial Park-East, LLC, a Tennessee limited liability company (“Seller”) and a state court-appointed receiver (“Receiver”). Pursuant to the 4th Quarter Tennessee Purchase Agreement, the Buyer acquired three cemeteries and three funeral homes in Tennessee out of a state court appointed receivership, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid $4.5 million, the components of which were $1.6 million in cash and $2.9 million in cash to lend monies to the merchandise trusts of these properties to fund their current underfunded status. In addition, the Buyer assumed a commitment to spend $0.5 million for capital improvements or deferred maintenance on the properties within 18 months of the closing date. The acquired goodwill is recorded in both the Company’s Cemetery Operations – Southeast segment and Funeral Homes operating segment.
On November 3, 2011, the Operating Company, StoneMor Mississippi LLC, a Mississippi limited liability company, and StoneMor Mississippi Subsidiary LLC, a Mississippi limited liability company, each a wholly-owned subsidiary of the Company (collectively the “Buyer”), entered into an Asset Purchase and Sale Agreement (the “4th Quarter Mississippi Purchase Agreement”) with Serenity Cemeteries III, LLC, an Arizona limited liability company (“Seller”) and two individuals. Pursuant to the 4th Quarter Mississippi Purchase Agreement, the Buyer acquired two cemeteries and one funeral home in Mississippi, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $1.3 million in cash and made a deposit into trust of less than $0.1 million. The acquired goodwill is recorded in both the Company’s Cemetery Operations – Southeast segment and Funeral Homes operating segment.
The results of operations and pro forma results related to the acquisitions made in 2011 are not material to the consolidated financial statements taken as a whole.
In the aggregate, for the acquisitions consummated during 2011, revenues and operating profit (loss) included in operations since the dates of acquisition are $15.6 million and $0.7 million, respectively, for the year ended December 31, 2013, $15.7 million and $1.0 million, respectively, for the year ended December 31, 2012 and $4.3 million and $(0.3) million, respectively, for the year ended December 31, 2011.
First Quarter 2012 Contract Termination
During the third quarter of 2010, certain subsidiaries of the Company entered into a long-term operating agreement (the “Operating Agreement”) with the Archdiocese of Detroit (the “Archdiocese”) wherein the Company became the exclusive operator of certain cemeteries in Michigan owned by the Archdiocese. The Operating Agreement did not qualify as an acquisition for accounting purposes. However, the existing merchandise trust had been consolidated as a variable interest entity as the Company controlled and directly benefited from the operations of the merchandise trust. In addition, liabilities assumed were also recorded as of the contract date. As no consideration was paid in this transaction, the Company had recorded a deferred gain of approximately $3.1 million within deferred cemetery revenues, net, which represented the excess of the value of the merchandise trust over the liabilities assumed.
Effective March 31, 2012, the Company and the Archdiocese agreed to terminate the Operating Agreement. As of the termination date, the Company no longer operated these properties. All activity occurring after March 31, 2012 is the responsibility of the Archdiocese and the Company has no remaining obligation to fulfill any merchandise liabilities or responsibility to perform any obligations of the properties.
The Company received payments of approximately $2.0 million from the Archdiocese as a result of the termination. Consequently, the Company recognized a gain of $1.7 million during the year ended December 31, 2012, which is the amount by which the payments from the Archdiocese exceeded the value of the net assets transferred to the Archdiocese.
First and Second Quarter 2013 Settlement
During the year ended December 31, 2013 the Company recovered $18.4 million, net of legal fees, costs, and contractual obligations related to the settlement of claims from locations that the Company acquired in 2010 and 2011. Of this amount $6.5 million was contributed directly to the related perpetual care and merchandise trusts on the Company’s behalf. $3.4 million of these direct payments represent a gain on settlement agreement on the consolidated statement of operations due to an increase in the merchandise trusts not previously accrued for in purchase accounting.
The Company received $11.9 million in cash proceeds from the settlement. Of this amount, $1.7 million and $1.3 million are for the reimbursement of legal fees and are recorded as recoveries to corporate overhead and acquisition related costs, respectively. The remaining proceeds were recorded as a gain on settlement agreement on the consolidated statement of operations. The total gain on settlement for the year ended December 31, 2013 was $12.3 million.
Third Quarter 2013 Agreements with the Archdiocese of Philadelphia
On September 26, 2013, StoneMor Operating, LLC (“Operating Company”), StoneMor Pennsylvania LLC (“StoneMor Pennsylvania”) and StoneMor Pennsylvania Subsidiary LLC (“Subsidiary” and together with the Operating Company and StoneMor Pennsylvania, “Tenant”), each of which is a direct or indirect subsidiary of StoneMor Partners L.P. (“StoneMor”), and the Archdiocese of Philadelphia, an archdiocese governed by Canon Law of the Roman Catholic Church (“Landlord”) entered into a Lease Agreement (the “Lease”) and a Management Agreement (the “Management Agreement”), pursuant to which Tenant will operate 13 cemeteries in Pennsylvania. StoneMor joined the Lease and the Management Agreement as a guarantor of all Tenant’s obligations under this operating arrangement.
Subject to certain closing conditions described below, Landlord agreed to lease to Tenant eight cemetery sites in the Philadelphia area. The Lease granted Tenant a sole and exclusive license (the “License”) to maintain and construct improvements in the operation of the cemeteries and to sell burial rights and all related merchandise and services, subject to the terms and conditions of the Lease. The Management Agreement enabled Tenant, subject to certain closing conditions set forth in the Lease, to serve as the exclusive operator of the remaining five cemeteries.
The term of the Lease and the Management Agreement shall commence (the “Commencement Date”) after the satisfaction or waiver of the Tenant’s and Landlord’s Pre-Commencement Conditions, as such term is defined below, and shall expire on the last day of the month on which the 60th anniversary of the Commencement Date occurs, subject to earlier termination as provided in the Lease (such date, the “Termination Date”). The Lease may be terminated pursuant to the terms of the Lease, including, but not limited to, by notice of termination given by Landlord to Tenant at any time during Lease year 11 (a “Lease Year 11 Termination”) or by either party due to the default or bankruptcy of the other party in accordance with the termination provisions of the Lease. If the Lease is terminated by Landlord or Tenant pursuant to the terms of the Lease, the Management Agreement will also be terminated. The term of the License shall commence on the Commencement Date and shall expire upon the Termination Date, at which time Tenant’s rights under the License shall revert to Landlord.
Tenant shall pay to Landlord an up-front rental payment of $53.0 million (the “Up-Front Rent”) on the Commencement Date. Tenant shall also pay to Landlord aggregate fixed rent of $36.0 million (the “Fixed Rent”) for the Cemeteries in the following amounts:
Lease Years 1-5 | None | |
Lease Years 6-20 | $1,000,000 per Lease Year | |
Lease Years 21-25 | $1,200,000 per Lease Year | |
Lease Years 26-35 | $1,500,000 per Lease Year | |
Lease Years 36-60 | None |
The Fixed Rent for Lease Years 6 through 11 (the “Deferred Fixed Rent”) shall be deferred. If Landlord terminates the Lease pursuant to a Lease Year 11 Termination or Tenant terminates the Lease as a result of a Landlord’s default prior to the end of Lease Year 11 (collectively, a “Covered Termination”), the Deferred Fixed Rent shall be forfeited by Landlord and shall be retained by Tenant. If the Lease is not terminated by a Covered Termination, the Deferred Fixed Rent shall become due and payable 30 days after the end of Lease Year 11.
If Landlord terminates the Lease pursuant to a Lease Year 11 Termination, Landlord must repay to Tenant all $53.0 million of the Up-Front Rent. If the Lease is terminated for cause at any time, Landlord must repay to Tenant the unamortized portion of the Up-Front Rent: (i) based on a 60 year amortization schedule if terminated by Tenant due to Landlord’s default and (ii) based on a 30 year amortization schedule if terminated by Landlord due to Tenant’s default.
Each of Tenant and Landlord shall have the right to terminate the Lease after December 31, 2013 (the “Pre-Commencement Expiration Date”) and prior to the Commencement Date if certain conditions are not satisfied. These conditions include, but are not limited to, the Tenant’s obtaining of financing for the Up-Front Rent.
Generally, 51% of gross revenues from any source received by Tenant on account of the Cemeteries but unrelated to customary operations of the Cemeteries less Tenant’s and Landlord’s reasonable costs and expenses applicable to such unrelated activity shall be paid to Landlord as additional rent. In addition, Tenant shall have the right to request from time to time that Landlord sell (to a party that is independent and not an affiliate of StoneMor or any party that is a Tenant) all or portions of undeveloped land at the leased Cemeteries. If Landlord approves the sale of such undeveloped land, Tenant shall pay to Landlord, as additional rent, 51% of the net proceeds of any such sale.
Fourth Quarter 2011 Disposition
On December 30, 2011, the Company sold one funeral home in West Virginia for $0.1 million, resulting in a gain of $0.1 million.
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14. SEGMENT INFORMATION
The Company is organized into five distinct reportable segments which are classified as Cemetery Operations—Southeast, Cemetery Operations—Northeast, Cemetery Operations—West, Funeral Homes, and Corporate.
The Company has chosen this level of organization of reportable segments due to the fact that a) each reportable segment has unique characteristics that set it apart from other segments; b) the Company has organized its management personnel at these operational levels; and c) it is the level at which the Company’s chief decision makers and other senior management evaluate performance.
The cemetery operations segments sell interment rights, caskets, burial vaults, cremation niches, markers and other cemetery related merchandise. The nature of the Company’s customers differs in each of its regionally based cemetery operating segments. Cremation rates in the West region are substantially higher than they are in the Southeast region. Rates in the Northeast region tend to be somewhere between the two. Statistics indicate that customers who select cremation services have certain attributes that differ from customers who select other methods of interment. The disaggregation of cemetery operations into the three distinct regional segments is primarily due to these differences in customer attributes along with the previously mentioned management structure and senior management analysis methodologies.
The Company’s Funeral Homes segment offers a range of funeral-related services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation. These services are distinctly different than the cemetery merchandise and services sold and provided by the cemetery operations segments.
The Company’s Corporate segment includes various home office selling and administrative expenses that are not allocable to the other operating segments.
Segment information is as follows:
As of and for the year ended December 31, 2013:
Cemeteries | Funeral | |||||||||||||||||||||||||||
Southeast | Northeast | West | Homes | Corporate | Adjustment | Total | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Sales |
$ | 93,085 | $ | 36,537 | $ | 43,426 | $ | — | $ | — | $ | (47,996 | ) | $ | 125,052 | |||||||||||||
Service and other |
40,961 | 26,573 | 35,210 | — | — | (26,110 | ) | 76,634 | ||||||||||||||||||||
Funeral home |
— | — | — | 50,808 | — | (5,853 | ) | 44,955 | ||||||||||||||||||||
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Total revenues |
134,046 | 63,110 | 78,636 | 50,808 | — | (79,959 | ) | 246,641 | ||||||||||||||||||||
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Costs and expenses |
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Cost of sales |
19,422 | 8,144 | 7,816 | — | — | (7,523 | ) | 27,859 | ||||||||||||||||||||
Cemetery |
26,495 | 14,615 | 16,456 | — | — | — | 57,566 | |||||||||||||||||||||
Selling |
30,760 | 13,140 | 13,910 | — | 972 | (10,950 | ) | 47,832 | ||||||||||||||||||||
General and administrative |
16,717 | 6,484 | 8,672 | — | — | — | 31,873 | |||||||||||||||||||||
Corporate overhead |
— | — | — | — | 28,875 | — | 28,875 | |||||||||||||||||||||
Depreciation and amortization |
2,332 | 900 | 2,104 | 3,036 | 1,176 | — | 9,548 | |||||||||||||||||||||
Funeral home |
— | — | — | 36,319 | — | (665 | ) | 35,654 | ||||||||||||||||||||
Acquisition related costs, net of recoveries |
— | — | — | — | 1,051 | — | 1,051 | |||||||||||||||||||||
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|
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Total costs and expenses |
95,726 | 43,283 | 48,958 | 39,355 | 32,074 | (19,138 | ) | 240,258 | ||||||||||||||||||||
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Operating profit |
$ | 38,320 | $ | 19,827 | $ | 29,678 | $ | 11,453 | $ | (32,074 | ) | $ | (60,821 | ) | $ | 6,383 | ||||||||||||
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Total assets |
$ | 567,999 | $ | 312,492 | $ | 429,799 | $ | 134,218 | $ | 28,821 | $ | — | $ | 1,473,329 | ||||||||||||||
Amortization of cemetery property |
$ | 4,234 | $ | 2,483 | $ | 1,202 | $ | — | $ | — | $ | (572 | ) | $ | 7,347 | |||||||||||||
Long lived asset additions |
$ | 9,418 | $ | 2,121 | $ | 3,767 | $ | 9,637 | $ | 1,471 | $ | — | $ | 26,414 | ||||||||||||||
Goodwill |
$ | 6,174 | $ | — | $ | 11,948 | $ | 29,912 | $ | — | $ | — | $ | 48,034 |
As of and for the year ended December 31, 2012:
Cemeteries | Funeral | |||||||||||||||||||||||||||
Southeast | Northeast | West | Homes | Corporate | Adjustment | Total | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Sales |
$ | 91,682 | $ | 34,807 | $ | 39,590 | $ | — | $ | — | $ | (36,096 | ) | $ | 129,983 | |||||||||||||
Service and other |
37,530 | 25,550 | 29,176 | — | — | (15,312 | ) | 76,944 | ||||||||||||||||||||
Funeral home |
— | — | — | 37,988 | — | (2,309 | ) | 35,679 | ||||||||||||||||||||
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|
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Total revenues |
129,212 | 60,357 | 68,766 | 37,988 | — | (53,717 | ) | 242,606 | ||||||||||||||||||||
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|
|||||||||||||||
Costs and expenses |
||||||||||||||||||||||||||||
Cost of sales |
19,358 | 7,704 | 6,745 | — | — | (5,706 | ) | 28,101 | ||||||||||||||||||||
Cemetery |
25,479 | 13,693 | 16,238 | — | — | — | 55,410 | |||||||||||||||||||||
Selling |
29,032 | 12,251 | 12,490 | — | 868 | (7,763 | ) | 46,878 | ||||||||||||||||||||
General and administrative |
15,206 | 6,072 | 7,648 | — | 2 | — | 28,928 | |||||||||||||||||||||
Corporate overhead |
— | — | — | — | 28,169 | — | 28,169 | |||||||||||||||||||||
Depreciation and amortization |
2,164 | 900 | 2,316 | 2,509 | 1,542 | — | 9,431 | |||||||||||||||||||||
Funeral home |
— | — | — | 28,977 | — | (252 | ) | 28,725 | ||||||||||||||||||||
Acquisition related costs, net of recoveries |
— | — | — | — | 3,123 | — | 3,123 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total costs and expenses |
91,239 | 40,620 | 45,437 | 31,486 | 33,704 | (13,721 | ) | 228,765 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit |
$ | 37,973 | $ | 19,737 | $ | 23,329 | $ | 6,502 | $ | (33,704 | ) | $ | (39,996 | ) | $ | 13,841 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total assets |
$ | 519,918 | $ | 299,166 | $ | 394,685 | $ | 107,059 | $ | 22,897 | $ | — | $ | 1,343,725 | ||||||||||||||
Amortization of cemetery property |
$ | 4,346 | $ | 2,394 | $ | 1,048 | $ | — | $ | — | $ | 92 | $ | 7,880 | ||||||||||||||
Long lived asset additions |
$ | 12,832 | $ | 3,594 | $ | 4,757 | $ | 9,415 | $ | 849 | $ | — | $ | 31,447 | ||||||||||||||
Goodwill |
$ | 6,174 | $ | — | $ | 11,948 | $ | 24,270 | $ | — | $ | — | $ | 42,392 |
As of and for the year ended December 31, 2011:
Cemeteries | Funeral | |||||||||||||||||||||||||||
Southeast | Northeast | West | Homes | Corporate | Adjustment | Total | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Sales |
$ | 80,485 | $ | 32,894 | $ | 46,961 | $ | — | $ | — | $ | (36,550 | ) | $ | 123,790 | |||||||||||||
Service and other |
33,271 | 24,369 | 31,497 | — | — | (14,943 | ) | 74,194 | ||||||||||||||||||||
Funeral home |
— | — | — | 31,163 | — | (759 | ) | 30,404 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues |
113,756 | 57,263 | 78,458 | 31,163 | — | (52,252 | ) | 228,388 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Costs and expenses |
||||||||||||||||||||||||||||
Cost of sales |
16,653 | 7,140 | 7,361 | — | — | (5,039 | ) | 26,115 | ||||||||||||||||||||
Cemetery |
23,090 | 14,033 | 20,022 | — | — | — | 57,145 | |||||||||||||||||||||
Selling |
27,457 | 11,468 | 14,029 | — | 830 | (8,493 | ) | 45,291 | ||||||||||||||||||||
General and administrative |
13,820 | 6,411 | 9,314 | — | 2 | (3 | ) | 29,544 | ||||||||||||||||||||
Corporate overhead |
— | — | — | — | 23,766 | — | 23,766 | |||||||||||||||||||||
Depreciation and amortization |
1,653 | 891 | 2,266 | 1,597 | 2,127 | — | 8,534 | |||||||||||||||||||||
Funeral home |
— | — | — | 23,554 | — | — | 23,554 | |||||||||||||||||||||
Acquisition related costs, net of recoveries |
— | — | — | — | 4,604 | — | 4,604 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total costs and expenses |
82,673 | 39,943 | 52,992 | 25,151 | 31,329 | (13,535 | ) | 218,553 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit |
$ | 31,083 | $ | 17,320 | $ | 25,466 | $ | 6,012 | $ | (31,329 | ) | $ | (38,717 | ) | $ | 9,835 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total assets |
$ | 472,105 | $ | 284,765 | $ | 383,696 | $ | 78,763 | $ | 29,429 | $ | — | $ | 1,248,758 | ||||||||||||||
Amortization of cemetery property |
$ | 3,483 | $ | 2,185 | $ | 1,005 | $ | — | $ | — | $ | (81 | ) | $ | 6,592 | |||||||||||||
Long lived asset additions |
$ | 13,883 | $ | 1,823 | $ | 7,816 | $ | 10,214 | $ | 588 | $ | — | $ | 34,324 | ||||||||||||||
Goodwill |
$ | 5,734 | $ | — | $ | 11,948 | $ | 14,463 | $ | — | $ | — | $ | 32,145 |
Results of individual business units are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to GAAP; therefore, the financial results of individual business units are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the business units. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. Revenues and associated expenses are not deferred in accordance with SAB No. 104; therefore, the deferral of these revenues and expenses is provided in the adjustment column to reconcile the Company’s managerial financial statements to those prepared in accordance with GAAP. Pre-need sales revenues included within the sales category consist primarily of the sale of burial lots, burial vaults, mausoleum crypts, grave markers and memorials, and caskets. Management accounting practices included in the Southeast, Northeast, and Western Regions reflect these pre-need sales when contracts are signed by the customer and accepted by the Company. Pre-need sales reflected in the consolidated financial statements, prepared in accordance with GAAP, recognize revenues for the sale of burial lots and mausoleum crypts when the product is constructed and at least 10% of the sales price is collected. With respect to the other products, the consolidated financial statements prepared under GAAP recognize sales revenues when the criteria for delivery under SAB No. 104 are met. These criteria include, among other things, purchase of the product, delivery and installation of the product in the ground, and transfer of title to the customer. In each case, costs are accrued in connection with the recognition of revenues; therefore, the consolidated financial statements reflect Deferred Cemetery Revenue, Net, and Deferred Selling and Obtaining Costs on the consolidated balance sheet, whereas the Company’s management accounting practices exclude these items.
|
15. | FAIR VALUE MEASUREMENTS |
The Fair Value Measurements and Disclosures topic of the ASC defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. This topic also establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined by this topic are described below.
Level 1: Quoted market prices available in active markets for identical assets or liabilities. The Company includes short-term investments, consisting primarily of money market funds, U.S. Government debt securities and publicly traded equity securities and mutual funds in its level 1 investments.
Level 2: Quoted prices in active markets for similar assets; quoted prices in non-active markets for identical or similar assets; inputs other than quoted prices that are observable. The Company includes U.S. state and municipal, corporate and other fixed income debt securities in its level 2 investments.
Level 3: Any and all pricing inputs that are generally unobservable and not corroborated by market data.
On the Company’s consolidated balance sheet, current assets, long-term accounts receivable and current liabilities are recorded at amounts that approximate fair value.
The following table displays the Company’s assets measured at fair value as of December 31, 2013 and December 31, 2012.
As of December 31, 2013
Merchandise Trust
Level 1 | Level 2 | Total | ||||||||||
(in thousands) | ||||||||||||
Assets |
||||||||||||
Short-term investments |
$ | 46,518 | $ | — | $ | 46,518 | ||||||
Fixed maturities: |
||||||||||||
U.S. government and federal agency |
— | — | — | |||||||||
U.S. state and local government agency |
— | — | — | |||||||||
Corporate debt securities |
— | 9,171 | 9,171 | |||||||||
Other debt securities |
— | 7,324 | 7,324 | |||||||||
|
|
|
|
|
|
|||||||
Total fixed maturity investments |
— | 16,495 | 16,495 | |||||||||
|
|
|
|
|
|
|||||||
Mutual funds - debt securities |
111,333 | — | 111,333 | |||||||||
Mutual funds - equity securities - real estate sector |
49,103 | — | 49,103 | |||||||||
Mutual funds - equity securities - energy sector |
— | — | — | |||||||||
Mutual funds - equity securities - MLP’s |
36,193 | — | 36,193 | |||||||||
Mutual funds - equity securities - other |
72,234 | — | 72,234 | |||||||||
Equity securities: |
||||||||||||
Preferred REIT’s |
— | — | — | |||||||||
Master limited partnerships |
57,258 | — | 57,258 | |||||||||
Global equity securities |
28,437 | — | 28,437 | |||||||||
Other invested assets |
— | 5,723 | 5,723 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 401,076 | $ | 22,218 | $ | 423,294 | ||||||
|
|
|
|
|
|
Perpetual Care Trust
Level 1 | Level 2 | Total | ||||||||||
(in thousands) | ||||||||||||
Assets |
||||||||||||
Short-term investments |
$ | 16,686 | $ | — | $ | 16,686 | ||||||
Fixed maturities: |
||||||||||||
U.S. government and federal agency |
372 | — | 372 | |||||||||
U.S. state and local government agency |
— | — | — | |||||||||
Corporate debt securities |
— | 24,510 | 24,510 | |||||||||
Other debt securities |
— | 371 | 371 | |||||||||
|
|
|
|
|
|
|||||||
Total fixed maturity investments |
372 | 24,881 | 25,253 | |||||||||
|
|
|
|
|
|
|||||||
Mutual funds - debt securities |
116,013 | — | 116,013 | |||||||||
Mutual funds - equity securities - real estate sector |
40,763 | — | 40,763 | |||||||||
Mutual funds - equity securities - energy sector |
14,761 | — | 14,761 | |||||||||
Mutual funds - equity securities - MLP’s |
46,817 | — | 46,817 | |||||||||
Mutual funds - equity securities - other |
13,252 | — | 13,252 | |||||||||
Equity securities: |
||||||||||||
Preferred REIT’s |
— | — | — | |||||||||
Master limited partnerships |
36,925 | — | 36,925 | |||||||||
Global equity securities |
919 | — | 919 | |||||||||
Other invested assets |
— | 382 | 382 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 286,508 | $ | 25,263 | $ | 311,771 | ||||||
|
|
|
|
|
|
As of December 31, 2012
Merchandise Trust
Level 1 | Level 2 | Total | ||||||||||
(in thousands) | ||||||||||||
Assets |
||||||||||||
Short-term investments |
$ | 27,890 | $ | — | $ | 27,890 | ||||||
Fixed maturities: |
||||||||||||
U.S. government and federal agency |
— | — | — | |||||||||
U.S. state and local government agency |
— | — | — | |||||||||
Corporate debt securities |
— | 8,714 | 8,714 | |||||||||
Other debt securities |
— | 4,317 | 4,317 | |||||||||
|
|
|
|
|
|
|||||||
Total fixed maturity investments |
— | 13,031 | 13,031 | |||||||||
|
|
|
|
|
|
|||||||
Mutual funds - debt securities |
107,921 | — | 107,921 | |||||||||
Mutual funds - equity securities - real estate sector |
51,986 | — | 51,986 | |||||||||
Mutual funds - equity securities - energy sector |
5,666 | — | 5,666 | |||||||||
Mutual funds - equity securities - MLP’s |
29,336 | — | 29,336 | |||||||||
Mutual funds - equity securities - other |
58,082 | — | 58,082 | |||||||||
Equity securities: |
||||||||||||
Preferred REIT’s |
563 | — | 563 | |||||||||
Master limited partnerships |
42,410 | — | 42,410 | |||||||||
Global equity securities |
24,434 | — | 24,434 | |||||||||
Other invested assets |
— | 7,097 | 7,097 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 348,288 | $ | 20,128 | $ | 368,416 | ||||||
|
|
|
|
|
|
Perpetual Care Trust
Level 1 | Level 2 | Total | ||||||||||
(in thousands) | ||||||||||||
Assets |
||||||||||||
Short-term investments |
$ | 21,419 | $ | — | $ | 21,419 | ||||||
Fixed maturities: |
||||||||||||
U.S. government and federal agency |
512 | — | 512 | |||||||||
U.S. state and local government agency |
— | — | — | |||||||||
Corporate debt securities |
— | 23,291 | 23,291 | |||||||||
Other debt securities |
— | 371 | 371 | |||||||||
|
|
|
|
|
|
|||||||
Total fixed maturity investments |
512 | 23,662 | 24,174 | |||||||||
|
|
|
|
|
|
|||||||
Mutual funds - debt securities |
107,188 | — | 107,188 | |||||||||
Mutual funds - equity securities - real estate sector |
42,365 | — | 42,365 | |||||||||
Mutual funds - equity securities - energy sector |
13,061 | — | 13,061 | |||||||||
Mutual funds - equity securities - MLP’s |
34,805 | — | 34,805 | |||||||||
Mutual funds - equity securities - other |
8,981 | — | 8,981 | |||||||||
Equity securities: |
||||||||||||
Preferred REIT’s |
486 | — | 486 | |||||||||
Master limited partnerships |
28,693 | — | 28,693 | |||||||||
Global equity securities |
726 | — | 726 | |||||||||
Other invested assets |
— | 415 | 415 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 258,236 | $ | 24,077 | $ | 282,313 | ||||||
|
|
|
|
|
|
Level 2 securities primarily consist of corporate and other fixed income debt securities. The Company obtains pricing information for these securities from an independent pricing vendor. The pricing vendor uses various pricing models for each asset class that are consistent with what other market participants would use. The inputs and assumptions to the pricing vendor’s model are derived from market observable sources including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market-related data. Since many fixed income securities do not trade on a daily basis, the pricing vendor uses available information as applicable such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. These investments are included in Level 2. The Company reviews the information provided by the pricing vendor on a regular basis. In addition, the pricing vendor has an established process in place for the identification and resolution of potentially erroneous prices.
There were no level 3 assets.
|
16. | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) |
The following summarizes certain quarterly results of operations:
Three months ended | ||||||||||||||||
2013 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
(in thousands, except unit data) | ||||||||||||||||
Revenues |
$ | 59,612 | $ | 62,422 | $ | 61,539 | $ | 63,068 | ||||||||
Net loss |
(2,200 | ) | (11,809 | ) | (1,484 | ) | (3,539 | ) | ||||||||
General partner’s interest in net loss for the period |
(40 | ) | (218 | ) | (26 | ) | (66 | ) | ||||||||
Limited partners’ interest in net loss for the period |
(2,160 | ) | (11,591 | ) | (1,458 | ) | (3,473 | ) | ||||||||
Net loss per limited partner unit: |
||||||||||||||||
Basic and diluted |
$ | (0.11 | ) | $ | (0.54 | ) | $ | (0.07 | ) | $ | (0.16 | ) | ||||
Three months ended | ||||||||||||||||
2012 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
(in thousands, except unit data) | ||||||||||||||||
Revenues |
$ | 59,587 | $ | 61,508 | $ | 62,197 | $ | 59,314 | ||||||||
Net income (loss) |
2,030 | (2,169 | ) | 1,061 | (3,935 | ) | ||||||||||
General partner’s interest in net income (loss) for the period |
41 | (43 | ) | 21 | (79 | ) | ||||||||||
Limited partners’ interest in net income (loss) for the period |
1,989 | (2,126 | ) | 1,040 | (3,856 | ) | ||||||||||
Net income (loss) per limited partner unit |
||||||||||||||||
Basic |
$ | 0.10 | $ | (0.11 | ) | $ | 0.05 | $ | (0.20 | ) | ||||||
Diluted |
$ | 0.10 | $ | (0.11 | ) | $ | 0.05 | $ | (0.20 | ) |
Net income (loss) per limited partner unit is computed independently for each quarter and the full year based upon respective average units outstanding. Therefore, the sum of the quarterly per share amounts may not equal to the annual per share amounts.
|
17. | PARTNERS’ CAPITAL |
Partners’ capital consists of common units representing limited partner interests and the general partner’s interest. Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors. Also, our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units. Excluding the impact of the incentive distribution rights held by the general partner, holders of our common units share proportionately in the distributions of the Company.
Our general partner has rights separate from the common unitholders including the ability to direct the operations of the Company and to transfer its ownership interest without unitholder consent under certain circumstances. The general partner also holds incentive distribution rights that entitle it to receive increasing percentages of the cash we distribute from operating surplus in excess of specific per unit distribution amounts. Our general partner also has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its current general partner interest.
On March 26, 2013, the Company completed a follow-on public offering of 1,610,000 common units at a price of $25.35 per unit. Net proceeds of the offering, after deducting underwriting discounts and offering expenses, were approximately $38.4 million. The proceeds from the offering were used to pay off debt on the Credit Facility.
On February 9, 2011, the Company completed a follow-on public offering of 3,756,155 common units, including an option to purchase up to 731,155 common units to cover over-allotments which was exercised in full by the underwriters, at a price of $29.25 per unit, representing a 19.4% interest in the Company. Total gross proceeds from these transactions were approximately $109.9 million, before offering costs and underwriting discounts. Net proceeds of the offering, including the related capital contribution of the General Partner, after deducting underwriting discounts and offering expenses, were approximately $105.6 million. As part of this transaction, selling unitholders also sold 1,849,366 common units. The Company did not receive any of the proceeds generated by the sale of any units held by the selling unitholders.
|
18. | SUBSEQUENT EVENTS |
On February 27, 2014, we completed a follow-on public offering of 2,300,000 common units at a price of $24.45 per unit. Net proceeds of the offering, after deducting underwriting discounts and offering expenses, were approximately $53.1 million. The proceeds were used to pay down borrowings outstanding under our Credit Facility.
|
Nature of Operations
StoneMor Partners L.P. (“StoneMor”, the “Company” or the “Partnership”) is a provider of funeral and cemetery products and services in the death care industry in the United States. Through its subsidiaries, StoneMor offers a complete range of funeral merchandise and services, along with cemetery property, merchandise and services, both at the time of need and on a pre-need basis. As of December 31, 2013, the Partnership operated 277 cemeteries in 27 states and Puerto Rico, of which 259 are owned and 18 are operated under management or operating agreements. The Partnership also owned and operated 90 funeral homes in 18 states and Puerto Rico.
Basis of Presentation
The consolidated financial statements included in this Form 10-K have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The Company’s presentation of income tax expense (benefit) within its consolidated statement of operations has changed. The components of the income tax expense (benefit), “State” and “Federal,” previously presented as two subcaptions, have been collapsed into one caption “Income tax expense (benefit).” This change in the income tax expense (benefit) presentation has no effect on previously reported net income (loss).
Principles of Consolidation
The consolidated financial statements include the accounts of each of the Company’s subsidiaries. These statements also include the accounts of the merchandise and perpetual care trusts in which the Company has a variable interest and is the primary beneficiary. The Company operates 18 cemeteries under long-term operating or management contracts. The operations of 16 of these managed cemeteries have been consolidated in accordance with the provisions of Accounting Standards Codification (ASC) 810. The financial statements also include the effects of retrospective adjustments, resulting from one of the Company’s 2013 acquisitions (see Note 13).
The Company operates 2 cemeteries under long-term operating agreements that do not qualify as acquisitions for accounting purposes. As a result, the Company did not consolidate all of the existing assets and liabilities related to these cemeteries. The Company has consolidated the existing assets and liabilities of each of these cemeteries’ merchandise and perpetual care trusts as variable interest entities since the Company controls and receives the benefits and absorbs any losses from operating these trusts. Under these long-term operating agreements, which are subject to certain termination provisions, the Company is the exclusive operator of these cemeteries. The Company earns revenues related to sales of merchandise, services, and interment rights and incurs expenses related to such sales and the maintenance and upkeep of these cemeteries. Upon termination of these contracts, the Company will retain all of the benefits and related contractual obligations incurred from sales generated during the contract period. The Company has also recognized the existing merchandise liabilities that it assumed as part of these agreements.
Total revenues derived from the cemeteries under long-term management or operating contracts totaled approximately $33.2 million, $39.2 million and $39.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents.
Property and Equipment
Property and equipment is recorded at cost and depreciated on a straight-line basis. Maintenance and repairs are charged to expense as incurred, whereas additions and major replacements are capitalized and depreciation is recorded over their estimated useful lives as follows:
Buildings and improvements | 10 to 40 years | |
Furniture and equipment | 3 to 10 years | |
Leasehold improvements | over the shorter of the term of the lease or the life of the asset |
Inventories
Inventories are classified within other current assets on the Company’s consolidated balance sheet and include cemetery and funeral home merchandise valued at the lower of cost or net realizable value. Cost is determined primarily on a specific identification basis on a first-in, first-out basis. Inventories were approximately $5.4 million and $4.7 million at December 31, 2013 and 2012, respectively.
Impairment of Long-Lived Assets
The Company monitors the recoverability of long-lived assets, including cemetery property, property and equipment and other assets, based on estimates using factors such as current market value, future asset utilization, business and regulatory climate and future undiscounted cash flows expected to result from the use of the related assets. The Company’s policy is to evaluate an asset for impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recovered. An impairment charge is recorded to write-down the asset to its fair value if the sum of future undiscounted cash flows is less than the carrying value of the asset. No impairment charges were recorded during the years ended December 31, 2013, 2012 and 2011, respectively.
Other-Than-Temporary Impairment of Trust Assets
The Company determines whether or not the impairment of a fixed maturity debt security is other-than-temporary by evaluating each of the following:
• | Whether it is the Company’s intent to sell the security. If there is intent to sell, the impairment is considered to be other-than-temporary. |
• | If there is no intent to sell, the Company evaluates if it is not more likely than not that the Company will be required to sell the debt security before its anticipated recovery. If the Company determines that it is more likely than not that it will be required to sell an impaired investment before its anticipated recovery, the impairment is considered to be other-than-temporary. |
The Company has further evaluated whether or not all assets in the merchandise trusts have other-than-temporary impairments based upon a number of criteria including the severity of the impairment, length of time a security has been in a loss position, changes in market conditions and concerns related to the specific issuer.
If an impairment is considered to be other-than-temporary, the cost basis of the security is adjusted downward to its fair value.
For assets held in the perpetual care trusts, any reduction in the cost basis due to an other-than-temporary impairment is offset with an equal and opposite reduction in the perpetual care trust corpus and has no impact on earnings.
For assets held in the merchandise trusts, any reduction in the cost basis due to an other-than-temporary impairment is recorded in deferred revenue.
The trust footnotes (Notes 5 and 6) disclose the adjusted cost basis of the assets in both the merchandise and perpetual care trust. This adjusted cost basis includes any adjustments to the original cost basis due to other-than-temporary impairments.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. The Company tests goodwill for impairment using a two-step test. In the first step of the test, the Company compares the fair value of the reporting unit to its carrying amount, including goodwill. The Company determines the fair value of each reporting unit using the income approach. The Company does not record an impairment of goodwill in instances where the fair value of a reporting unit exceeds its carrying amount. If the aggregate fair value of a reporting unit is less than the related carrying amount, the Company proceeds to the second step of the test in which it records an impairment loss in an amount equal to the excess of the carrying amount of goodwill over the implied fair value. The goodwill impairment test is performed annually or more frequently if events or circumstances indicate that impairment may exist.
Deferred Cemetery Revenues, Net
Revenues from the sale of services and merchandise, as well as any investment income from the merchandise trust is deferred until such time that the services are performed or the merchandise is delivered.
In addition to amounts deferred on new contracts, and investment income and unrealized gains on our merchandise trust, deferred cemetery revenues, net, includes deferred revenues from pre-need sales that were entered into by entities prior to the acquisition of those entities by the Company, including entities that were acquired by Cornerstone Family Services, Inc. upon its formation in 1999. The Company provides for a reasonable profit margin for these deferred revenues (deferred margin) to account for the future costs of delivering products and providing services on pre-need contracts that the Company acquired through acquisition. Deferred margin amounts are deferred until the merchandise is delivered or services are performed.
Income Taxes
The Company’s subsidiaries are subject to both federal and state income taxes. The Company records deferred tax assets and deferred tax liabilities to recognize temporary differences between the bases of assets and liabilities in its tax and GAAP balance sheets and for federal and state net operating loss carryforwards and alternative minimum tax credits. The Company records a valuation allowance against its deferred tax assets if it deems that it is more likely than not that some portion or all of the recorded deferred tax assets will not be realizable in future periods.
Net Income per Unit
Basic net income per unit is determined by dividing net income, after deducting the amount of net income allocated to the general partner interest from its issuance date of September 20, 2004, by the weighted average number of units outstanding during the period. Diluted net income per unit is calculated in the same manner as basic net income per unit, except that the weighted average number of outstanding units is increased to include the dilutive effect of outstanding unit options and phantom unit awards. All outstanding unit appreciation rights (See Note 11) that would have a dilutive effect were assumed to be exercised and converted to common units using the average fair market value of a common unit for the period presented. Also, the average phantom units outstanding during the period were assumed to be converted to common units for the period presented. The diluted weighted average number of limited partners’ units outstanding presented on the consolidated statement of operations does not include 297,078 units, 253,384 units and 322,866 units for the years ended December 31, 2013, 2012 and 2011, respectively, as their effects would be anti-dilutive.
New Accounting Pronouncements
In the third quarter of 2013, the Financial Accounting Standards Board issued Update No. 2013-11, Income Taxes (Topic 740) (“ASU 2013-11”). ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This amendment requires an entity to present in the financial statements an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent that (i) a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position; or (ii) the tax law of the applicable jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The Company applied the provisions of ASU 2013-11 to all unrecognized tax benefits that existed at the effective date of December 15, 2013. This adoption did not have a significant impact on our financial position, results of operations, or cash flows.
Use of Estimates
Preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. As a result, actual results could differ from those estimates. The most significant estimates in the consolidated financial statements are the valuation of assets in the merchandise trusts and perpetual care trusts, allowance for cancellations, unit-based compensation, merchandise liability, deferred sales revenue, deferred margin, deferred merchandise trust investment earnings, deferred obtaining costs and income taxes. Deferred sales revenue, deferred margin and deferred merchandise trust investment earnings are included in deferred cemetery revenues, net, on the consolidated balance sheet.
Merchandise Trusts
Pursuant to state law, a portion of the proceeds from pre-need sales of merchandise and services is put into trust (the “merchandise trust”) until such time that the Company meets the requirements for releasing trust principal, which is generally delivery of merchandise or performance of services. All investment earnings generated by the assets in the merchandise trusts (including realized gains and losses) are deferred until the associated merchandise is delivered or the services are performed (see Note 5).
Perpetual Care Trusts
Pursuant to state law, a portion of the proceeds from the sale of cemetery property is required to be paid into perpetual care trusts. The perpetual care trust principal does not belong to the Company and must remain in this trust into perpetuity while interest and dividends may be released and used to defray cemetery maintenance costs, which are expensed as incurred. The Company consolidates the trust into the Company’s financial statements in accordance with ASC 810-10-15-(13 through 22) because the trust is considered a variable interest entity for which the Company is the primary beneficiary. Earnings from the perpetual care trusts are recognized in current cemetery revenues (see Note 6).
Cemetery Property
Cemetery property consists of developed and undeveloped cemetery property, constructed mausoleum crypts and lawn crypts and other cemetery property. Cemetery property is valued at cost, which is not in excess of market value.
Sales of Cemetery Merchandise and Services
The Company sells its merchandise and services on both a pre-need and at-need basis. Sales of at-need cemetery services and merchandise are recognized as revenue when the service is performed or merchandise is delivered.
Pre-need sales are usually made on an installment contract basis. Contracts are usually for a period not to exceed 60 months with payments of principal and interest required. For those contracts that do not bear a market rate of interest, the Company imputes such interest based upon the prime rate plus 150 basis points, which resulted in a rate of 4.75% for contracts entered into during the years ended December 31, 2013, 2012 and 2011, in order to segregate the principal and interest component of the total contract value.
At the time of a pre-need sale, the Company records an account receivable in an amount equal to the total contract value less any cash deposit paid, net of an estimated allowance for customer cancellations. The revenue from both the sales and interest component is deferred. Interest revenue is recognized utilizing the effective interest method. Sales revenue is recognized in accordance with the rules discussed below.
The allowance for customer cancellations is established based on management’s estimates of expected cancellations and historical experiences and is currently averaging approximately 10% of total contract values. Future cancellation rates may differ from this current estimate. Management will continue to evaluate cancellation rates and will make changes to the estimate should the need arise. Actual cancellations did not vary significantly from the estimates of expected cancellations at December 31, 2013 and December 31, 2012, respectively.
Revenue recognition related to sales of cemetery merchandise and services is governed by Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements (“SAB No. 104”), and the retail land sales provisions of ASC 976. Per this guidance, revenue from the sale of burial lots and constructed mausoleum crypts is deferred until such time that 10% of the sales price has been collected, at which time it is fully earned; revenues from the sale of unconstructed mausoleums are recognized using the percentage-of-completion method of accounting while revenues from merchandise and services are recognized once such merchandise is delivered (title has transferred to the customer and the merchandise is either installed or stored, at the direction of the customer, at the vendor’s warehouse or a third-party warehouse at no additional cost to us) or services are performed.
In order to appropriately match revenue and expenses, the Company defers certain pre-need cemetery and prearranged funeral direct obtaining costs that vary with and are primarily related to the acquisition of new pre-need cemetery and prearranged funeral business. Such costs are accounted for under the provisions of ASC 944, and are expensed as revenues are recognized.
The Company records a merchandise liability equal to the estimated cost to provide services and purchase merchandise for all outstanding and unfulfilled pre-need contracts. The merchandise liability is established and recorded at the time of the sale but is not recognized as an expense until such time that the associated revenue for the underlying contract is also recognized. The merchandise liability is established based on actual costs incurred or an estimate of future costs, which may include a provision for inflation. The merchandise liability is reduced when services are performed or when payment for merchandise is made by the Company and title is transferred to the customer.
Sales of Funeral Home Services
Revenue from funeral home services is recognized as services are performed and merchandise is delivered.
Pursuant to state law, a portion of proceeds received from pre-need funeral service contracts is put into trust while amounts used to defray the initial administrative costs are not. All investment earnings generated by the assets in the trust (including realized gains and losses) are deferred until the associated merchandise is delivered or the services are performed. The balance of the amounts in these trusts is included within the merchandise trusts above.
|
Maintenance and repairs are charged to expense as incurred, whereas additions and major replacements are capitalized and depreciation is recorded over their estimated useful lives as follows:
Buildings and improvements | 10 to 40 years | |
Furniture and equipment | 3 to 10 years | |
Leasehold improvements | over the shorter of the term of the lease or the life of the asset |
|
Long-term accounts receivable, net, consisted of the following:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Customer receivables |
$ | 173,751 | $ | 159,726 | ||||
Unearned finance income |
(20,005 | ) | (18,377 | ) | ||||
Allowance for contract cancellations |
(20,275 | ) | (17,933 | ) | ||||
|
|
|
|
|||||
133,471 | 123,416 | |||||||
Less: current portion - net of allowance |
55,115 | 51,895 | ||||||
|
|
|
|
|||||
Long-term portion - net of allowance |
$ | 78,356 | $ | 71,521 | ||||
|
|
|
|
Activity in the allowance for contract cancellations is as follows:
For the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Balance - Beginning of period |
$ | 17,933 | $ | 17,582 | $ | 15,832 | ||||||
Provision for cancellations |
20,069 | 16,768 | 18,649 | |||||||||
Charge-offs - net |
(17,727 | ) | (16,417 | ) | (16,899 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance - End of period |
$ | 20,275 | $ | 17,933 | $ | 17,582 | ||||||
|
|
|
|
|
|
|
Major classes of property and equipment follow:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Building and improvements |
$ | 91,575 | $ | 82,056 | ||||
Furniture and equipment |
44,828 | 42,353 | ||||||
|
|
|
|
|||||
136,403 | 124,409 | |||||||
Less: accumulated depreciation |
(51,396 | ) | (44,669 | ) | ||||
|
|
|
|
|||||
Property and equipment - net |
$ | 85,007 | $ | 79,740 | ||||
|
|
|
|
Cemetery property consists of the following:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Developed land |
$ | 72,458 | $ | 71,318 | ||||
Undeveloped land |
163,997 | 162,275 | ||||||
Mausoleum crypts and lawn crypts |
70,216 | 69,525 | ||||||
Other land |
9,798 | 6,862 | ||||||
|
|
|
|
|||||
Total |
$ | 316,469 | $ | 309,980 | ||||
|
|
|
|
|
The cost and market value associated with the assets held in the merchandise trusts at December 31, 2013 and December 31, 2012 is presented below:
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Fair | ||||||||||||||
As of December 31, 2013 |
Cost | Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Short-term investments |
$ | 46,518 | $ | — | $ | — | $ | 46,518 | ||||||||
Fixed maturities: |
||||||||||||||||
U.S. Government and federal agency |
— | — | — | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
9,105 | 162 | (96 | ) | 9,171 | |||||||||||
Other debt securities |
7,336 | — | (12 | ) | 7,324 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
16,441 | 162 | (108 | ) | 16,495 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Mutual funds - debt securities |
117,761 | 729 | (7,157 | ) | 111,333 | |||||||||||
Mutual funds - equity securities |
144,249 | 16,610 | (3,329 | ) | 157,530 | |||||||||||
Equity securities |
81,520 | 5,267 | (1,092 | ) | 85,695 | |||||||||||
Other invested assets |
5,809 | — | (86 | ) | 5,723 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total managed investments |
$ | 412,298 | $ | 22,768 | $ | (11,772 | ) | $ | 423,294 | |||||||
|
|
|
|
|
|
|
|
|||||||||
West Virginia Trust Receivable |
8,262 | — | — | 8,262 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 420,560 | $ | 22,768 | $ | (11,772 | ) | $ | 431,556 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Fair | ||||||||||||||
As of December 31, 2012 |
Cost | Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Short-term investments |
$ | 27,890 | $ | — | $ | — | $ | 27,890 | ||||||||
Fixed maturities: |
||||||||||||||||
U.S. Government and federal agency |
— | — | — | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
8,590 | 165 | (41 | ) | 8,714 | |||||||||||
Other debt securities |
4,320 | — | (3 | ) | 4,317 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
12,910 | 165 | (44 | ) | 13,031 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Mutual funds - debt securities |
105,388 | 3,425 | (892 | ) | 107,921 | |||||||||||
Mutual funds - equity securities |
145,538 | 6,229 | (6,697 | ) | 145,070 | |||||||||||
Equity securities |
68,714 | 3,448 | (4,755 | ) | 67,407 | |||||||||||
Other invested assets |
7,376 | 165 | (444 | ) | 7,097 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total managed investments |
$ | 367,816 | $ | 13,432 | $ | (12,832 | ) | $ | 368,416 | |||||||
|
|
|
|
|
|
|
|
|||||||||
West Virginia Trust Receivable |
7,557 | — | — | 7,557 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 375,373 | $ | 13,432 | $ | (12,832 | ) | $ | 375,973 | |||||||
|
|
|
|
|
|
|
|
The contractual maturities of debt securities as of December 31, 2013 and December 31, 2012 are presented below:
Less than | 1 year through | 6 years through | More than | |||||||||||||
As of December 31, 2013 |
1 year | 5 years | 10 years | 10 years | ||||||||||||
(in thousands) | ||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | ||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
— | 4,332 | 4,839 | — | ||||||||||||
Other debt securities |
2,150 | 5,174 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
$ | 2,150 | $ | 9,506 | $ | 4,839 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Less than | 1 year through | 6 years through | More than | |||||||||||||
As of December 31, 2012 |
1 year | 5 years | 10 years | 10 years | ||||||||||||
(in thousands) | ||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | ||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
— | 3,861 | 4,853 | — | ||||||||||||
Other debt securities |
4,317 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
$ | 4,317 | $ | 3,861 | $ | 4,853 | $ | — | ||||||||
|
|
|
|
|
|
|
|
An aging of unrealized losses on the Company’s investments in fixed maturities and equity securities at December 31, 2013 and December 31, 2012 is presented below:
Less than 12 months | 12 Months or more | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
As of December 31, 2013 |
Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Fixed maturities: |
||||||||||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | — | — | ||||||||||||||||||
Corporate debt securities |
2,812 | 43 | 1,249 | 53 | 4,061 | 96 | ||||||||||||||||||
Other debt securities |
5,329 | 8 | 995 | 4 | 6,324 | 12 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
8,141 | 51 | 2,244 | 57 | 10,385 | 108 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mutual funds - debt securities |
87,113 | 6,724 | 6,485 | 433 | 93,598 | 7,157 | ||||||||||||||||||
Mutual funds - equity securities |
29,993 | 2,444 | 4,217 | 885 | 34,210 | 3,329 | ||||||||||||||||||
Equity securities |
25,379 | 1,031 | 1,492 | 61 | 26,871 | 1,092 | ||||||||||||||||||
Other invested assets |
2,266 | 86 | — | — | 2,266 | 86 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 152,892 | $ | 10,336 | $ | 14,438 | $ | 1,436 | $ | 167,330 | $ | 11,772 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months | 12 Months or more | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
As of December 31, 2012 |
Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Fixed maturities: |
||||||||||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | — | — | ||||||||||||||||||
Corporate debt securities |
2,140 | 20 | 297 | 21 | 2,437 | 41 | ||||||||||||||||||
Other debt securities |
4,317 | 3 | — | — | 4,317 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
6,457 | 23 | 297 | 21 | 6,754 | 44 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mutual funds - debt securities |
6,388 | 463 | 4,198 | 429 | 10,586 | 892 | ||||||||||||||||||
Mutual funds - equity securities |
48,255 | 5,500 | 19,655 | 1,197 | 67,910 | 6,697 | ||||||||||||||||||
Equity securities |
17,932 | 1,527 | 15,538 | 3,228 | 33,470 | 4,755 | ||||||||||||||||||
Other invested assets |
2,558 | 444 | — | — | 2,558 | 444 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 81,590 | $ | 7,957 | $ | 39,688 | $ | 4,875 | $ | 121,278 | $ | 12,832 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the Company’s merchandise trust activities for the years ended December 31, 2013 and December 31, 2012 is presented below:
Year ended December 31, 2013 |
||||||||||||||||||
Fair | Capital | Realized | Unrealized | Fair | ||||||||||||||
Value at | Interest/ | Gain | Gain/ | Change in | Value at | |||||||||||||
12/31/2012 |
Contributions |
Distributions |
Dividends |
Distributions |
Loss |
Taxes |
Fees |
Fair Value |
12/31/2013 |
|||||||||
(in thousands) | ||||||||||||||||||
$375,973 | 68,305 | (55,891) | 18,176 | 968 | 19,502 | (2,986) | (2,887) | 10,396 | $431,556 |
Year ended December 31, 2012 |
||||||||||||||||||
Fair | Capital | Realized | Unrealized | Fair | ||||||||||||||
Value at | Interest/ | Gain | Gain/ | Change in | Value at | |||||||||||||
12/31/2011 |
Contributions |
Distributions |
Dividends |
Distributions |
Loss |
Taxes |
Fees |
Fair Value |
12/31/2012 |
|||||||||
(in thousands) | ||||||||||||||||||
$344,515 | 55,754 | (52,618) | 16,045 | 788 | 8,862 | (3,486) | (2,424) | 8,537 | $375,973 |
The cost and market value associated with the assets held in perpetual care trusts at December 31, 2013 and December 31, 2012 were as follows:
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Fair | ||||||||||||||
As of December 31, 2013 |
Cost | Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Short-term investments |
$ | 16,686 | $ | — | $ | — | $ | 16,686 | ||||||||
Fixed maturities: |
||||||||||||||||
U.S. Government and federal agency |
302 | 70 | — | 372 | ||||||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
24,378 | 340 | (208 | ) | 24,510 | |||||||||||
Other debt securities |
371 | — | — | 371 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
25,051 | 410 | (208 | ) | 25,253 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Mutual funds - debt securities |
121,493 | 466 | (5,946 | ) | 116,013 | |||||||||||
Mutual funds - equity securities |
93,243 | 22,521 | (171 | ) | 115,593 | |||||||||||
Equity securities |
25,580 | 12,283 | (19 | ) | 37,844 | |||||||||||
Other invested assets |
172 | 210 | — | 382 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 282,225 | $ | 35,890 | $ | (6,344 | ) | $ | 311,771 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Fair | ||||||||||||||
As of December 31, 2012 |
Cost | Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Short-term investments |
$ | 21,419 | $ | — | $ | — | $ | 21,419 | ||||||||
Fixed maturities: |
||||||||||||||||
U.S. Government and federal agency |
408 | 104 | — | 512 | ||||||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
22,690 | 702 | (101 | ) | 23,291 | |||||||||||
Other debt securities |
371 | — | — | 371 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
23,469 | 806 | (101 | ) | 24,174 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Mutual funds - debt securities |
103,909 | 3,429 | (150 | ) | 107,188 | |||||||||||
Mutual funds - equity securities |
94,239 | 5,222 | (249 | ) | 99,212 | |||||||||||
Equity securities |
23,797 | 6,563 | (455 | ) | 29,905 | |||||||||||
Other invested assets |
113 | 302 | — | 415 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 266,946 | $ | 16,322 | $ | (955 | ) | $ | 282,313 | |||||||
|
|
|
|
|
|
|
|
The contractual maturities of debt securities as of December 31, 2013 and December 31, 2012 are as follows:
Less than | 1 year through | 6 years through | More than | |||||||||||||
As of December 31, 2013 |
1 year | 5 years | 10 years | 10 years | ||||||||||||
(in thousands) | ||||||||||||||||
U.S. Government and federal agency |
$ | 253 | $ | 119 | $ | — | $ | — | ||||||||
U.S. State and local government agency | — | — | — | — | ||||||||||||
Corporate debt securities |
115 | 11,943 | 12,451 | 1 | ||||||||||||
Other debt securities |
371 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
$ | 739 | $ | 12,062 | $ | 12,451 | $ | 1 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Less than | 1 year through | 6 years through | More than | |||||||||||||
As of December 31, 2012 |
1 year | 5 years | 10 years | 10 years | ||||||||||||
(in thousands) | ||||||||||||||||
U.S. Government and federal agency |
$ | 128 | $ | 384 | $ | — | $ | — | ||||||||
U.S. State and local government agency |
— | — | — | — | ||||||||||||
Corporate debt securities |
78 | 10,847 | 12,366 | — | ||||||||||||
Other debt securities |
371 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
$ | 577 | $ | 11,231 | $ | 12,366 | $ | — | ||||||||
|
|
|
|
|
|
|
|
An aging of unrealized losses on the Company’s investments in fixed maturities and equity securities at December 31, 2013 and December 31, 2012 held in perpetual care trusts is presented below:
Less than 12 months | 12 Months or more | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
As of December 31, 2013 |
Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Fixed maturities: |
||||||||||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | — | — | ||||||||||||||||||
Corporate debt securities |
5,664 | 93 | 3,122 | 115 | 8,786 | 208 | ||||||||||||||||||
Other debt securities |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
5,664 | 93 | 3,122 | 115 | 8,786 | 208 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mutual funds - debt securities |
93,473 | 4,781 | 16,367 | 1,165 | 109,840 | 5,946 | ||||||||||||||||||
Mutual funds - equity securities |
1,185 | 171 | — | — | 1,185 | 171 | ||||||||||||||||||
Equity securities |
513 | 19 | — | — | 513 | 19 | ||||||||||||||||||
Other invested assets |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 100,835 | $ | 5,064 | $ | 19,489 | $ | 1,280 | $ | 120,324 | $ | 6,344 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months | 12 Months or more | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
As of December 31, 2012 |
Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Fixed maturities: |
||||||||||||||||||||||||
U.S. Government and federal agency |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
U.S. State and local government agency |
— | — | — | — | — | — | ||||||||||||||||||
Corporate debt securities |
4,630 | 48 | 711 | 53 | 5,341 | 101 | ||||||||||||||||||
Other debt securities |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
4,630 | 48 | 711 | 53 | 5,341 | 101 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mutual funds - debt securities |
859 | 35 | 870 | 115 | 1,729 | 150 | ||||||||||||||||||
Mutual funds - equity securities |
34,805 | 249 | — | — | 34,805 | 249 | ||||||||||||||||||
Equity securities |
4,269 | 238 | 545 | 217 | 4,814 | 455 | ||||||||||||||||||
Other invested assets |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 44,563 | $ | 570 | $ | 2,126 | $ | 385 | $ | 46,689 | $ | 955 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the Company’s perpetual care trust activities for the years ended December 31, 2013 and 2012 is presented below:
Year ended December 31, 2013 |
||||||||||||||||||
Fair | Capital | Realized | Unrealized | Fair | ||||||||||||||
Value at | Interest/ | Gain | Gain/ | Change in | Value at | |||||||||||||
12/31/2012 |
Contributions |
Distributions |
Dividends |
Distributions |
Loss |
Taxes |
Fees |
Fair Value |
12/31/2013 |
|||||||||
(in thousands) | ||||||||||||||||||
$282,313 | 11,000 | (13,176) | 15,699 | — | 4,725 | (739) | (2,230) | 14,179 | $311,771 |
Year ended December 31, 2012 |
||||||||||||||||||
Fair | Capital | Realized | Unrealized | Fair | ||||||||||||||
Value at | Interest/ | Gain | Gain/ | Change in | Value at | |||||||||||||
12/31/2011 |
Contributions |
Distributions |
Dividends |
Distributions |
Loss |
Taxes |
Fees |
Fair Value |
12/31/2012 |
|||||||||
(in thousands) | ||||||||||||||||||
$254,679 | 12,535 | (15,025) | 16,740 | 123 | 2,208 | (659) | (1,837) | 13,549 | $282,313 |
|
A rollforward of goodwill by reportable segment is as follows:
Cemeteries | Funeral | |||||||||||||||||||
Southeast | Northeast | West | Homes | Total | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Balance as of January 1, 2012 |
$ | 5,734 | $ | — | $ | 11,948 | $ | 14,463 | $ | 32,145 | ||||||||||
Goodwill acquired from acquisitions during 2012 |
440 | — | — | 9,807 | 10,247 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2012 |
6,174 | — | 11,948 | 24,270 | 42,392 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Goodwill acquired from acquisitions during 2013 |
— | — | — | 5,642 | 5,642 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2013 |
$ | 6,174 | $ | — | $ | 11,948 | $ | 29,912 | $ | 48,034 | ||||||||||
|
|
|
|
|
|
|
|
|
|
All of the intangible assets are subject to amortization. The major classes of intangible assets are as follows:
As of | As of | |||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross Carrying | Accumulated |
Net Intangible |
Gross Carrying | Accumulated |
Net Intangible |
|||||||||||||||||||
Amount | Amortization | Asset | Amount | Amortization | Asset | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Amortized intangible assets: |
||||||||||||||||||||||||
Underlying contract value |
$ | 6,239 | $ | (702 | ) | $ | 5,537 | $ | 6,239 | $ | (555 | ) | $ | 5,684 | ||||||||||
Non-compete agreements |
7,950 | (4,003 | ) | 3,947 | 6,023 | (2,553 | ) | 3,470 | ||||||||||||||||
Other intangible assets |
269 | (98 | ) | 171 | 269 | (81 | ) | 188 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total intangible assets |
$ | 14,458 | $ | (4,803 | ) | $ | 9,655 | $ | 12,531 | $ | (3,189 | ) | $ | 9,342 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2013, amortization expense related to intangible assets with definite lives is estimated to be the following for each of the next five years:
For the Year Ending December 31, |
Amortization Expense |
|||
(in thousands) | ||||
2014 |
$ | 1,515 | ||
2015 |
1,038 | |||
2016 |
967 | |||
2017 |
743 | |||
2018 |
$ | 494 |
|
The Company had the following outstanding debt:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
7.875% Senior Notes, due 2021 |
$ | 175,000 | $ | — | ||||
10.25% Senior Notes, due 2017 |
— | 150,000 | ||||||
Revolving Credit Facility, due January 2017 |
114,002 | 101,700 | ||||||
Notes payable - acquisition debt |
1,571 | 1,465 | ||||||
Notes payable - acquisition non-competes |
3,945 | 3,830 | ||||||
Insurance and vehicle financing |
1,529 | 1,298 | ||||||
|
|
|
|
|||||
Total |
296,047 | 258,293 | ||||||
Less current portion |
2,916 | 2,175 | ||||||
Less unamortized bond and note payable discounts |
4,115 | 3,344 | ||||||
|
|
|
|
|||||
Long-term portion |
$ | 289,016 | $ | 252,774 | ||||
|
|
|
|
At any time on or after June 1, 2016, the Issuers, at their option, may redeem the Senior Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount) set forth below, together with accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning June 1 of the years indicated:
Year |
Percentage | |
2016 |
105.906% | |
2017 |
103.938% | |
2018 |
101.969% | |
2019 and thereafter |
100.000% |
Measurement Period Ending |
Maximum Consolidated Leverage Ratio |
|
June 30, 2013 through December 31, 2013 |
4.000 to 1.0 | |
March 31, 2014 |
3.875 to 1.0 | |
June 30, 2014 and thereafter |
3.750 to 1.0 |
|
Components of the income tax expense (benefit) applicable to continuing operations for federal, state and foreign taxes are as follows:
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Current provision: |
||||||||||||
State |
$ | 685 | $ | 616 | $ | (538 | ) | |||||
Federal |
— | (8 | ) | 6 | ||||||||
Foreign |
(125 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Total |
560 | 608 | (532 | ) | ||||||||
|
|
|
|
|
|
|||||||
Deferred provision: |
||||||||||||
State |
292 | (196 | ) | (163 | ) | |||||||
Federal |
(3,156 | ) | (2,202 | ) | (3,324 | ) | ||||||
|
|
|
|
|
|
|||||||
Total |
(2,864 | ) | (2,398 | ) | (3,487 | ) | ||||||
|
|
|
|
|
|
|||||||
Total income tax expense (benefit) |
$ | (2,304 | ) | $ | (1,790 | ) | $ | (4,019 | ) | |||
|
|
|
|
|
|
The difference between the statutory federal income tax and the Company’s effective income tax is summarized as follows:
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Computed tax provision (benefit) at the applicable statutory tax rate |
$ | (7,468 | ) | $ | (1,681 | ) | $ | (4,806 | ) | |||
State and local taxes net of federal income tax benefit |
464 | 400 | (350 | ) | ||||||||
Tax exempt (income) loss |
1,542 | 697 | 300 | |||||||||
Change in valuation allowance |
9,203 | 3,857 | 3,930 | |||||||||
Partnership earnings not subject to tax |
(2,540 | ) | (5,088 | ) | (3,192 | ) | ||||||
Permanent differences |
(3,337 | ) | 25 | 99 | ||||||||
Other |
(168 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Income tax expense (benefit) |
$ | (2,304 | ) | $ | (1,790 | ) | $ | (4,019 | ) | |||
|
|
|
|
|
|
Deferred tax assets and liabilities result from the following:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Deferred tax assets: |
||||||||
Prepaid expenses |
$ | 4,452 | $ | 3,628 | ||||
State net operating loss |
11,483 | 9,978 | ||||||
Federal net operating loss |
68,008 | 57,269 | ||||||
Alternative minimum tax credit |
77 | 73 | ||||||
Unrealized losses (gains) |
(4,398 | ) | (240 | ) | ||||
Valuation allowance |
(43,027 | ) | (36,489 | ) | ||||
|
|
|
|
|||||
Total deferred tax assets |
36,595 | 34,219 | ||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Property, plant and equipment |
5,565 | 5,908 | ||||||
Deferred revenue related to future revenues and accounts receivable |
34,100 | 33,525 | ||||||
Deferred revenue related to cemetery property |
9,295 | 9,315 | ||||||
|
|
|
|
|||||
Total deferred tax liabilities |
48,960 | 48,748 | ||||||
|
|
|
|
|||||
Net deferred tax liabilities |
$ | 12,365 | $ | 14,529 | ||||
|
|
|
|
|
At December 31, 2013 and 2012, deferred cemetery revenues, net, consisted of the following:
As of December 31, | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Deferred cemetery revenue |
$ | 403,250 | $ | 346,621 | ||||
Deferred merchandise trust revenue |
88,730 | 65,728 | ||||||
Deferred merchandise trust unrealized gains (losses) |
10,996 | 600 | ||||||
Deferred pre-acquisition margin |
132,866 | 132,221 | ||||||
Deferred cost of goods sold |
(54,257 | ) | (47,309 | ) | ||||
|
|
|
|
|||||
Deferred cemetery revenues, net |
$ | 581,585 | $ | 497,861 | ||||
|
|
|
|
|||||
Deferred selling and obtaining costs |
$ | 87,998 | $ | 76,317 |
|
The table below reflects the LTIP Phantom Unit Award activity for the years ended December 31, 2013, 2012 and 2011, respectively:
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Outstanding, beginning of period |
143,213 | 84,377 | 73,734 | |||||||||
Granted (1) |
18,890 | 58,836 | 10,643 | |||||||||
Matured |
— | — | — | |||||||||
Forfeited |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Outstanding, end of period |
162,103 | 143,213 | 84,377 | |||||||||
|
|
|
|
|
|
|||||||
Director Phantom Units (2) |
98,195 | 71,767 | 60,395 | |||||||||
Executive Phantom Units (2) |
63,908 | 71,446 | 23,982 |
(1) | The weighted-average price for unit awards on the date of grant was $25.29, $23.84 and $27.79 for the years ended December 31, 2013, 2012 and 2011, respectively. |
(2) | The phantom units of one of the Executives that retired from the Company and simultaneously entered into a two year consulting agreement where the Executive also agreed to become the Vice Chairman of the Company’s Board of Directors are presented as Director Phanthom Units in 2013, whereas they were previously presented as Executive Phanthom Units. This individual owned approximately 14,514 and 13,223 of the Phantom Units outstanding at December 31, 2013 and 2012, respectively. |
The fair value of UARs granted under the 2013 UAR Agreements, 2012 UAR Agreements and 2009 UAR Agreement was estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions:
2013 UAR | 2012 UAR | 2009 UAR | ||||||||||
Agreements | Agreements | Agreement | ||||||||||
Expected dividend yield |
9.14 | % | 9.60 | % | 10.70 | % | ||||||
Risk-free interest rate |
0.63 | % | 0.63 | % | 2.73 | % | ||||||
Expected volatility |
28.57 | % | 42.60 | % | 38.70 | % | ||||||
Expected life (in years) |
3.52 | 3.52 | 6.02 |
A summary of UAR activity for the years ended December 31, 2013, 2012 and 2011 follows:
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Outstanding, beginning of period |
774,598 | 759,857 | 874,835 | |||||||||
Granted |
52,500 | 80,500 | — | |||||||||
Exercised |
(133,110 | ) | (65,759 | ) | (112,373 | ) | ||||||
Forfeited |
(20,272 | ) | — | (2,605 | ) | |||||||
|
|
|
|
|
|
|||||||
Outstanding, end of period |
673,716 | 774,598 | 759,857 | |||||||||
|
|
|
|
|
|
|||||||
Exercisable, end of period |
594,248 | 514,993 | 358,639 |
|
At December 31, 2013, operating leases will result in future payments in the following approximate amounts from January 1, 2014 and beyond:
(in thousands) | ||||
2014 |
$ | 1,712 | ||
2015 |
1,140 | |||
2016 |
1,016 | |||
2017 |
948 | |||
2018 |
882 | |||
Thereafter |
1,927 | |||
|
|
|||
Total |
$ | 7,625 | ||
|
|
|
If the acquisitions from 2013 and 2012 had been consummated on January 1, 2012 and January 1, 2011, respectively, on a pro forma basis, for the years ended December 31, 2013, 2012 and 2011, consolidated revenues, consolidated net income (loss) and net income (loss) per limited partner unit (basic and diluted) would have been as follows:
As of December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Revenue |
$ | 247,844 | $ | 252,270 | $ | 237,228 | ||||||
Net loss |
(21,712 | ) | (994 | ) | (9,705 | ) | ||||||
Net loss per limited partner unit (basic and diluted) |
$ | (1.02 | ) | $ | (.05 | ) | $ | (.50 | ) |
“Up-Front Rent”) on the Commencement Date. Tenant shall also pay to Landlord aggregate fixed rent of $36.0 million (the “Fixed Rent”) for the Cemeteries in the following amounts:
Lease Years 1-5 | None | |
Lease Years 6-20 | $1,000,000 per Lease Year | |
Lease Years 21-25 | $1,200,000 per Lease Year | |
Lease Years 26-35 | $1,500,000 per Lease Year | |
Lease Years 36-60 | None |
The table below reflects the Company’s final assessment of the fair value of net assets acquired, the purchase price and the resulting gain (goodwill) from these acquisitions.
2012 | ||||||||||||||||||||
2nd Quarter | 2nd Quarter | 3rd Quarter | 3rd Quarter | 4th Quarter | ||||||||||||||||
Bronswood | Lodi | Farnstrom | Lohman | Harden | ||||||||||||||||
Final Assessment | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets: |
||||||||||||||||||||
Accounts receivable |
$ | 72 | $ | — | $ | — | $ | 1,005 | $ | — | ||||||||||
Cemetery property |
842 | — | — | 6,100 | — | |||||||||||||||
Property and equipment |
518 | 48 | 1,296 | 5,864 | 952 | |||||||||||||||
Merchandise trusts, restricted , at fair value |
— | 105 | — | 11,884 | — | |||||||||||||||
Perpetual care trusts, restricted, at fair value |
2,780 | — | — | 2,232 | — | |||||||||||||||
Other assets |
— | — | — | 122 | — | |||||||||||||||
Underlying lease value |
— | 64 | — | — | — | |||||||||||||||
Non-compete agreements |
12 | 40 | 170 | 1,777 | 204 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
4,224 | 257 | 1,466 | 28,984 | 1,156 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
||||||||||||||||||||
Deferred margin |
— | — | — | 3,746 | — | |||||||||||||||
Merchandise liabilities |
— | 105 | — | 3,458 | — | |||||||||||||||
Deferred tax liability |
374 | — | — | — | — | |||||||||||||||
Perpetual care trust corpus |
2,780 | — | — | 2,232 | — | |||||||||||||||
Other liabilities |
24 | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
3,178 | 105 | — | 9,436 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fair value of net assets acquired |
1,046 | 152 | 1,466 | 19,548 | 1,156 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consideration paid - cash |
924 | 850 | 2,300 | 20,000 | 2,250 | |||||||||||||||
Consideration paid - units |
— | 350 | — | 3,500 | 650 | |||||||||||||||
Fair value of debt assumed for non-compete agreements |
— | 544 | 274 | 1,230 | 421 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total consideration paid |
924 | 1,744 | 2,574 | 24,730 | 3,321 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gain on bargain purchase |
122 | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Goodwill from purchase |
$ | — | $ | 1,592 | $ | 1,108 | $ | 5,182 | $ | 2,165 | ||||||||||
|
|
|
|
|
|
|
|
|
|
The table below reflects the Company’s preliminary assessment of the fair value of net assets acquired and the resulting gain on bargain purchase. These amounts may be retrospectively adjusted as additional information is received.
Preliminary | ||||
Assessment | ||||
(in thousands) | ||||
Assets: |
||||
Accounts receivable |
$ | 525 | ||
Cemetery property |
3,900 | |||
Property and equipment |
1,047 | |||
Merchandise trusts, restricted, at fair value |
5,461 | |||
Perpetual care trusts, restricted, at fair value |
5,888 | |||
|
|
|||
Total assets |
16,821 | |||
|
|
|||
Liabilities: |
||||
Merchandise liabilities |
1,252 | |||
Deferred margin |
1,356 | |||
Perpetual care trust corpus |
5,888 | |||
Other liabilities |
94 | |||
Deferred tax liability |
701 | |||
|
|
|||
Total liabilities |
9,291 | |||
|
|
|||
Fair value of net assets acquired |
7,530 | |||
|
|
|||
Consideration paid |
5,000 | |||
|
|
|||
Gain on bargain purchase |
$ | 2,530 | ||
|
|
The table below reflects the Company’s final assessment of the fair value of net assets (liabilities) acquired, the purchase price and the resulting goodwill from these acquisitions.
2011 | ||||||||||||||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 3rd Quarter | 4th Quarter | 4th Quarter | |||||||||||||||||||
North Carolina | Missouri | Virginia | Puerto Rico | Tennessee | Mississippi | |||||||||||||||||||
Final Assessment | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||
Accounts receivable |
$ | 97 | $ | 94 | $ | 20 | $ | 4,600 | $ | 126 | $ | 66 | ||||||||||||
Cemetery property |
1,710 | 880 | 2,243 | 4,666 | 1,096 | 1,331 | ||||||||||||||||||
Property and equipment |
332 | 1,812 | 159 | 4,124 | 2,257 | 488 | ||||||||||||||||||
Merchandise trusts, restricted , at fair value |
880 | 2,627 | 562 | — | 10,122 | 1,264 | ||||||||||||||||||
Perpetual care trusts, restricted, at fair value |
344 | 1,190 | 904 | 981 | 4,373 | 524 | ||||||||||||||||||
Other assets |
100 | — | 160 | — | 3,862 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
3,463 | 6,603 | 4,048 | 14,371 | 21,836 | 3,673 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities: |
||||||||||||||||||||||||
Deferred margin |
795 | 1,302 | 360 | 5,017 | 12,638 | 832 | ||||||||||||||||||
Merchandise liabilities |
734 | 1,648 | 337 | 4,632 | 11,666 | 965 | ||||||||||||||||||
Deferred tax liability |
64 | 461 | 762 | 766 | — | 268 | ||||||||||||||||||
Perpetual care trust corpus |
344 | 1,190 | 904 | 981 | 4,373 | 524 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities |
1,937 | 4,601 | 2,363 | 11,396 | 28,677 | 2,589 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Fair value of net assets (liabilities) acquired |
1,526 | 2,002 | 1,685 | 2,975 | (6,841 | ) | 1,084 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Consideration paid - cash |
1,700 | 2,150 | 1,850 | 4,600 | 4,500 | 1,342 | ||||||||||||||||||
Fair value of debt assumed for non-compete agreements |
— | — | 280 | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total consideration paid |
1,700 | 2,150 | 2,130 | 4,600 | 4,500 | 1,342 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Goodwill from purchase |
$ | 174 | $ | 148 | $ | 445 | $ | 1,625 | $ | 11,341 | $ | 258 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The table below reflects the Company’s final assessment of the fair value of net assets acquired, the elimination of debt and other assets, and the purchase price, which results in the recognition of goodwill recorded in the Company’s Cemetery Operations – Southeast segment.
Final | ||||
Assessment | ||||
(in thousands) | ||||
Net assets acquired: |
||||
Accounts receivable |
$ | 66 | ||
Cemetery property |
3,001 | |||
Property and equipment |
102 | |||
|
|
|||
Total net assets acquired |
3,169 | |||
|
|
|||
Assets and liabilities divested: |
||||
Note payable to Kingwood |
519 | |||
Intangible asset representing underlying contract value |
(2,236 | ) | ||
|
|
|||
Fair value of net assets acquired and divested |
1,452 | |||
|
|
|||
Consideration paid |
1,652 | |||
|
|
|||
Goodwill from purchase |
$ | 200 | ||
|
|
The table below reflects the Company’s revised assessment of the fair value of net assets acquired. The Company obtained additional information and has retrospectively adjusted these values as noted below. These amounts may be adjusted as additional information is received. The resulting goodwill is recorded in the Company’s Funeral Homes operating segment.
Preliminary |
Revised |
|||||||||||
Assessment | Adjustments | Assessment | ||||||||||
(in thousands) | ||||||||||||
Assets: |
||||||||||||
Accounts receivable |
$ | 995 | $ | (300 | ) | $ | 695 | |||||
Property and equipment |
8,315 | — | 8,315 | |||||||||
Merchandise trusts, restricted, at fair value |
4,853 | — | 4,853 | |||||||||
Non-compete agreements |
1,927 | — | 1,927 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
16,090 | (300 | ) | 15,790 | ||||||||
|
|
|
|
|
|
|||||||
Liabilities: |
||||||||||||
Deferred margin |
2,419 | — | 2,419 | |||||||||
Merchandise liabilities |
2,233 | — | 2,233 | |||||||||
Other liabilities |
— | 164 | 164 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities |
4,652 | 164 | 4,816 | |||||||||
|
|
|
|
|
|
|||||||
Fair value of net assets acquired |
11,438 | (464 | ) | 10,974 | ||||||||
|
|
|
|
|
|
|||||||
Consideration paid - cash |
9,100 | — | 9,100 | |||||||||
Consideration paid - units |
3,592 | — | 3,592 | |||||||||
Fair value of note payable |
3,000 | — | 3,000 | |||||||||
Fair value of debt assumed for non-compete agreement |
924 | — | 924 | |||||||||
|
|
|
|
|
|
|||||||
Total consideration paid |
16,616 | — | 16,616 | |||||||||
|
|
|
|
|
|
|||||||
Goodwill from purchase |
$ | 5,178 | $ | 464 | $ | 5,642 | ||||||
|
|
|
|
|
|
|
Segment information is as follows:
As of and for the year ended December 31, 2013:
Cemeteries | Funeral | |||||||||||||||||||||||||||
Southeast | Northeast | West | Homes | Corporate | Adjustment | Total | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Sales |
$ | 93,085 | $ | 36,537 | $ | 43,426 | $ | — | $ | — | $ | (47,996 | ) | $ | 125,052 | |||||||||||||
Service and other |
40,961 | 26,573 | 35,210 | — | — | (26,110 | ) | 76,634 | ||||||||||||||||||||
Funeral home |
— | — | — | 50,808 | — | (5,853 | ) | 44,955 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues |
134,046 | 63,110 | 78,636 | 50,808 | — | (79,959 | ) | 246,641 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Costs and expenses |
||||||||||||||||||||||||||||
Cost of sales |
19,422 | 8,144 | 7,816 | — | — | (7,523 | ) | 27,859 | ||||||||||||||||||||
Cemetery |
26,495 | 14,615 | 16,456 | — | — | — | 57,566 | |||||||||||||||||||||
Selling |
30,760 | 13,140 | 13,910 | — | 972 | (10,950 | ) | 47,832 | ||||||||||||||||||||
General and administrative |
16,717 | 6,484 | 8,672 | — | — | — | 31,873 | |||||||||||||||||||||
Corporate overhead |
— | — | — | — | 28,875 | — | 28,875 | |||||||||||||||||||||
Depreciation and amortization |
2,332 | 900 | 2,104 | 3,036 | 1,176 | — | 9,548 | |||||||||||||||||||||
Funeral home |
— | — | — | 36,319 | — | (665 | ) | 35,654 | ||||||||||||||||||||
Acquisition related costs, net of recoveries |
— | — | — | — | 1,051 | — | 1,051 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total costs and expenses |
95,726 | 43,283 | 48,958 | 39,355 | 32,074 | (19,138 | ) | 240,258 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit |
$ | 38,320 | $ | 19,827 | $ | 29,678 | $ | 11,453 | $ | (32,074 | ) | $ | (60,821 | ) | $ | 6,383 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total assets |
$ | 567,999 | $ | 312,492 | $ | 429,799 | $ | 134,218 | $ | 28,821 | $ | — | $ | 1,473,329 | ||||||||||||||
Amortization of cemetery property |
$ | 4,234 | $ | 2,483 | $ | 1,202 | $ | — | $ | — | $ | (572 | ) | $ | 7,347 | |||||||||||||
Long lived asset additions |
$ | 9,418 | $ | 2,121 | $ | 3,767 | $ | 9,637 | $ | 1,471 | $ | — | $ | 26,414 | ||||||||||||||
Goodwill |
$ | 6,174 | $ | — | $ | 11,948 | $ | 29,912 | $ | — | $ | — | $ | 48,034 |
As of and for the year ended December 31, 2012:
Cemeteries | Funeral | |||||||||||||||||||||||||||
Southeast | Northeast | West | Homes | Corporate | Adjustment | Total | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Sales |
$ | 91,682 | $ | 34,807 | $ | 39,590 | $ | — | $ | — | $ | (36,096 | ) | $ | 129,983 | |||||||||||||
Service and other |
37,530 | 25,550 | 29,176 | — | — | (15,312 | ) | 76,944 | ||||||||||||||||||||
Funeral home |
— | — | — | 37,988 | — | (2,309 | ) | 35,679 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues |
129,212 | 60,357 | 68,766 | 37,988 | — | (53,717 | ) | 242,606 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Costs and expenses |
||||||||||||||||||||||||||||
Cost of sales |
19,358 | 7,704 | 6,745 | — | — | (5,706 | ) | 28,101 | ||||||||||||||||||||
Cemetery |
25,479 | 13,693 | 16,238 | — | — | — | 55,410 | |||||||||||||||||||||
Selling |
29,032 | 12,251 | 12,490 | — | 868 | (7,763 | ) | 46,878 | ||||||||||||||||||||
General and administrative |
15,206 | 6,072 | 7,648 | — | 2 | — | 28,928 | |||||||||||||||||||||
Corporate overhead |
— | — | — | — | 28,169 | — | 28,169 | |||||||||||||||||||||
Depreciation and amortization |
2,164 | 900 | 2,316 | 2,509 | 1,542 | — | 9,431 | |||||||||||||||||||||
Funeral home |
— | — | — | 28,977 | — | (252 | ) | 28,725 | ||||||||||||||||||||
Acquisition related costs, net of recoveries |
— | — | — | — | 3,123 | — | 3,123 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total costs and expenses |
91,239 | 40,620 | 45,437 | 31,486 | 33,704 | (13,721 | ) | 228,765 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit |
$ | 37,973 | $ | 19,737 | $ | 23,329 | $ | 6,502 | $ | (33,704 | ) | $ | (39,996 | ) | $ | 13,841 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total assets |
$ | 519,918 | $ | 299,166 | $ | 394,685 | $ | 107,059 | $ | 22,897 | $ | — | $ | 1,343,725 | ||||||||||||||
Amortization of cemetery property |
$ | 4,346 | $ | 2,394 | $ | 1,048 | $ | — | $ | — | $ | 92 | $ | 7,880 | ||||||||||||||
Long lived asset additions |
$ | 12,832 | $ | 3,594 | $ | 4,757 | $ | 9,415 | $ | 849 | $ | — | $ | 31,447 | ||||||||||||||
Goodwill |
$ | 6,174 | $ | — | $ | 11,948 | $ | 24,270 | $ | — | $ | — | $ | 42,392 |
As of and for the year ended December 31, 2011:
Cemeteries | Funeral | |||||||||||||||||||||||||||
Southeast | Northeast | West | Homes | Corporate | Adjustment | Total | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||||||
Sales |
$ | 80,485 | $ | 32,894 | $ | 46,961 | $ | — | $ | — | $ | (36,550 | ) | $ | 123,790 | |||||||||||||
Service and other |
33,271 | 24,369 | 31,497 | — | — | (14,943 | ) | 74,194 | ||||||||||||||||||||
Funeral home |
— | — | — | 31,163 | — | (759 | ) | 30,404 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues |
113,756 | 57,263 | 78,458 | 31,163 | — | (52,252 | ) | 228,388 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Costs and expenses |
||||||||||||||||||||||||||||
Cost of sales |
16,653 | 7,140 | 7,361 | — | — | (5,039 | ) | 26,115 | ||||||||||||||||||||
Cemetery |
23,090 | 14,033 | 20,022 | — | — | — | 57,145 | |||||||||||||||||||||
Selling |
27,457 | 11,468 | 14,029 | — | 830 | (8,493 | ) | 45,291 | ||||||||||||||||||||
General and administrative |
13,820 | 6,411 | 9,314 | — | 2 | (3 | ) | 29,544 | ||||||||||||||||||||
Corporate overhead |
— | — | — | — | 23,766 | — | 23,766 | |||||||||||||||||||||
Depreciation and amortization |
1,653 | 891 | 2,266 | 1,597 | 2,127 | — | 8,534 | |||||||||||||||||||||
Funeral home |
— | — | — | 23,554 | — | — | 23,554 | |||||||||||||||||||||
Acquisition related costs, net of recoveries |
— | — | — | — | 4,604 | — | 4,604 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total costs and expenses |
82,673 | 39,943 | 52,992 | 25,151 | 31,329 | (13,535 | ) | 218,553 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating profit |
$ | 31,083 | $ | 17,320 | $ | 25,466 | $ | 6,012 | $ | (31,329 | ) | $ | (38,717 | ) | $ | 9,835 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total assets |
$ | 472,105 | $ | 284,765 | $ | 383,696 | $ | 78,763 | $ | 29,429 | $ | — | $ | 1,248,758 | ||||||||||||||
Amortization of cemetery property |
$ | 3,483 | $ | 2,185 | $ | 1,005 | $ | — | $ | — | $ | (81 | ) | $ | 6,592 | |||||||||||||
Long lived asset additions |
$ | 13,883 | $ | 1,823 | $ | 7,816 | $ | 10,214 | $ | 588 | $ | — | $ | 34,324 | ||||||||||||||
Goodwill |
$ | 5,734 | $ | — | $ | 11,948 | $ | 14,463 | $ | — | $ | — | $ | 32,145 |
|
The following table displays the Company’s assets measured at fair value as of December 31, 2013 and December 31, 2012.
As of December 31, 2013
Merchandise Trust
Level 1 | Level 2 | Total | ||||||||||
(in thousands) | ||||||||||||
Assets |
||||||||||||
Short-term investments |
$ | 46,518 | $ | — | $ | 46,518 | ||||||
Fixed maturities: |
||||||||||||
U.S. government and federal agency |
— | — | — | |||||||||
U.S. state and local government agency |
— | — | — | |||||||||
Corporate debt securities |
— | 9,171 | 9,171 | |||||||||
Other debt securities |
— | 7,324 | 7,324 | |||||||||
|
|
|
|
|
|
|||||||
Total fixed maturity investments |
— | 16,495 | 16,495 | |||||||||
|
|
|
|
|
|
|||||||
Mutual funds - debt securities |
111,333 | — | 111,333 | |||||||||
Mutual funds - equity securities - real estate sector |
49,103 | — | 49,103 | |||||||||
Mutual funds - equity securities - energy sector |
— | — | — | |||||||||
Mutual funds - equity securities - MLP’s |
36,193 | — | 36,193 | |||||||||
Mutual funds - equity securities - other |
72,234 | — | 72,234 | |||||||||
Equity securities: |
||||||||||||
Preferred REIT’s |
— | — | — | |||||||||
Master limited partnerships |
57,258 | — | 57,258 | |||||||||
Global equity securities |
28,437 | — | 28,437 | |||||||||
Other invested assets |
— | 5,723 | 5,723 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 401,076 | $ | 22,218 | $ | 423,294 | ||||||
|
|
|
|
|
|
Perpetual Care Trust
Level 1 | Level 2 | Total | ||||||||||
(in thousands) | ||||||||||||
Assets |
||||||||||||
Short-term investments |
$ | 16,686 | $ | — | $ | 16,686 | ||||||
Fixed maturities: |
||||||||||||
U.S. government and federal agency |
372 | — | 372 | |||||||||
U.S. state and local government agency |
— | — | — | |||||||||
Corporate debt securities |
— | 24,510 | 24,510 | |||||||||
Other debt securities |
— | 371 | 371 | |||||||||
|
|
|
|
|
|
|||||||
Total fixed maturity investments |
372 | 24,881 | 25,253 | |||||||||
|
|
|
|
|
|
|||||||
Mutual funds - debt securities |
116,013 | — | 116,013 | |||||||||
Mutual funds - equity securities - real estate sector |
40,763 | — | 40,763 | |||||||||
Mutual funds - equity securities - energy sector |
14,761 | — | 14,761 | |||||||||
Mutual funds - equity securities - MLP’s |
46,817 | — | 46,817 | |||||||||
Mutual funds - equity securities - other |
13,252 | — | 13,252 | |||||||||
Equity securities: |
||||||||||||
Preferred REIT’s |
— | — | — | |||||||||
Master limited partnerships |
36,925 | — | 36,925 | |||||||||
Global equity securities |
919 | — | 919 | |||||||||
Other invested assets |
— | 382 | 382 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 286,508 | $ | 25,263 | $ | 311,771 | ||||||
|
|
|
|
|
|
As of December 31, 2012
Merchandise Trust
Level 1 | Level 2 | Total | ||||||||||
(in thousands) | ||||||||||||
Assets |
||||||||||||
Short-term investments |
$ | 27,890 | $ | — | $ | 27,890 | ||||||
Fixed maturities: |
||||||||||||
U.S. government and federal agency |
— | — | — | |||||||||
U.S. state and local government agency |
— | — | — | |||||||||
Corporate debt securities |
— | 8,714 | 8,714 | |||||||||
Other debt securities |
— | 4,317 | 4,317 | |||||||||
|
|
|
|
|
|
|||||||
Total fixed maturity investments |
— | 13,031 | 13,031 | |||||||||
|
|
|
|
|
|
|||||||
Mutual funds - debt securities |
107,921 | — | 107,921 | |||||||||
Mutual funds - equity securities - real estate sector |
51,986 | — | 51,986 | |||||||||
Mutual funds - equity securities - energy sector |
5,666 | — | 5,666 | |||||||||
Mutual funds - equity securities - MLP’s |
29,336 | — | 29,336 | |||||||||
Mutual funds - equity securities - other |
58,082 | — | 58,082 | |||||||||
Equity securities: |
||||||||||||
Preferred REIT’s |
563 | — | 563 | |||||||||
Master limited partnerships |
42,410 | — | 42,410 | |||||||||
Global equity securities |
24,434 | — | 24,434 | |||||||||
Other invested assets |
— | 7,097 | 7,097 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 348,288 | $ | 20,128 | $ | 368,416 | ||||||
|
|
|
|
|
|
Perpetual Care Trust
Level 1 | Level 2 | Total | ||||||||||
(in thousands) | ||||||||||||
Assets |
||||||||||||
Short-term investments |
$ | 21,419 | $ | — | $ | 21,419 | ||||||
Fixed maturities: |
||||||||||||
U.S. government and federal agency |
512 | — | 512 | |||||||||
U.S. state and local government agency |
— | — | — | |||||||||
Corporate debt securities |
— | 23,291 | 23,291 | |||||||||
Other debt securities |
— | 371 | 371 | |||||||||
|
|
|
|
|
|
|||||||
Total fixed maturity investments |
512 | 23,662 | 24,174 | |||||||||
|
|
|
|
|
|
|||||||
Mutual funds - debt securities |
107,188 | — | 107,188 | |||||||||
Mutual funds - equity securities - real estate sector |
42,365 | — | 42,365 | |||||||||
Mutual funds - equity securities - energy sector |
13,061 | — | 13,061 | |||||||||
Mutual funds - equity securities - MLP’s |
34,805 | — | 34,805 | |||||||||
Mutual funds - equity securities - other |
8,981 | — | 8,981 | |||||||||
Equity securities: |
||||||||||||
Preferred REIT’s |
486 | — | 486 | |||||||||
Master limited partnerships |
28,693 | — | 28,693 | |||||||||
Global equity securities |
726 | — | 726 | |||||||||
Other invested assets |
— | 415 | 415 | |||||||||
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Total |
$ | 258,236 | $ | 24,077 | $ | 282,313 | ||||||
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The following summarizes certain quarterly results of operations:
Three months ended | ||||||||||||||||
2013 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
(in thousands, except unit data) | ||||||||||||||||
Revenues |
$ | 59,612 | $ | 62,422 | $ | 61,539 | $ | 63,068 | ||||||||
Net loss |
(2,200 | ) | (11,809 | ) | (1,484 | ) | (3,539 | ) | ||||||||
General partner’s interest in net loss for the period |
(40 | ) | (218 | ) | (26 | ) | (66 | ) | ||||||||
Limited partners’ interest in net loss for the period |
(2,160 | ) | (11,591 | ) | (1,458 | ) | (3,473 | ) | ||||||||
Net loss per limited partner unit: |
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Basic and diluted |
$ | (0.11 | ) | $ | (0.54 | ) | $ | (0.07 | ) | $ | (0.16 | ) | ||||
Three months ended | ||||||||||||||||
2012 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
(in thousands, except unit data) | ||||||||||||||||
Revenues |
$ | 59,587 | $ | 61,508 | $ | 62,197 | $ | 59,314 | ||||||||
Net income (loss) |
2,030 | (2,169 | ) | 1,061 | (3,935 | ) | ||||||||||
General partner’s interest in net income (loss) for the period |
41 | (43 | ) | 21 | (79 | ) | ||||||||||
Limited partners’ interest in net income (loss) for the period |
1,989 | (2,126 | ) | 1,040 | (3,856 | ) | ||||||||||
Net income (loss) per limited partner unit |
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Basic |
$ | 0.10 | $ | (0.11 | ) | $ | 0.05 | $ | (0.20 | ) | ||||||
Diluted |
$ | 0.10 | $ | (0.11 | ) | $ | 0.05 | $ | (0.20 | ) |
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