Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Document and Entity Information [Abstract] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 TO FORM S-4 |
Entity Registrant Name | STONEMOR PARTNERS LP |
Entity Central Index Key | 0001286131 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash and cash equivalents, excluding restricted cash | $ 27,066 | $ 34,867 | $ 18,147 |
Restricted cash | 20,400 | 21,900 | |
Accounts receivable, net of allowance | 55,516 | 55,794 | 57,928 |
Prepaid expenses | 6,649 | 4,778 | 4,475 |
Assets held for sale | 77,850 | 23,858 | 757 |
Other current assets | 13,593 | 17,142 | 17,009 |
Total current assets | 201,074 | 158,339 | 98,316 |
Long-term accounts receivable, net of allowance | 71,474 | 75,549 | 87,148 |
Cemetery property | 303,628 | 320,605 | 331,137 |
Property and equipment, net of accumulated depreciation | 93,472 | 103,400 | 112,716 |
Merchandise trusts, restricted, at fair value | 437,638 | 517,192 | 488,248 |
Perpetual care trusts, restricted, at fair value | 284,832 | 343,619 | 330,562 |
Deferred selling and obtaining costs | 113,611 | 114,944 | 113,644 |
Deferred tax assets | 87 | 81 | 86 |
Goodwill | 24,862 | ||
Intangible assets | 55,942 | 56,246 | 61,421 |
Other assets | 26,661 | 29,393 | 22,241 |
Total assets | 1,588,419 | 1,719,368 | 1,670,381 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 49,941 | 55,134 | 59,035 |
Liabilities held for sale | 52,437 | 20,668 | |
Accrued interest | 117 | 125 | 1,967 |
Current portion, long-term debt | 2,139 | 374 | 798 |
Total current liabilities | 104,634 | 76,301 | 61,800 |
Long-term debt, net of deferred financing costs | 341,443 | 367,963 | 320,248 |
Deferred revenues | 867,407 | 949,375 | 919,606 |
Deferred tax liabilities | 35,847 | 34,613 | 6,675 |
Perpetual care trust corpus | 284,832 | 343,619 | 330,562 |
Other long-term liabilities | 47,368 | 49,987 | 42,108 |
Total liabilities | 1,681,531 | 1,821,858 | 1,680,999 |
Commitments and contingencies | |||
Owners' equity: | |||
Common stock,value | 944 | 944 | |
Paid-in capital in excess of par value | (103,059) | (103,434) | |
Retained earnings | 9,003 | ||
Total owners' equity | (93,112) | (102,490) | (10,618) |
Members' equity | (10,618) | ||
Total liabilities and owners' equity | $ 1,588,419 | 1,719,368 | 1,670,381 |
Previously Reported | |||
Current assets: | |||
Cemetery property | 330,841 | ||
Deferred selling and obtaining costs | 112,660 | ||
Total assets | 1,669,101 | ||
Current liabilities: | |||
Deferred revenues | 914,286 | ||
Total liabilities | 1,675,679 | ||
Owners' equity: | |||
Common stock,value | 944,474 | ||
Paid-in capital in excess of par value | $ (1,046,964) | ||
Members' equity | $ (6,578) |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 94,477,102 | 94,447,356 | 94,447,000 |
Common stock, shares outstanding | 94,477,102 | 94,447,356 | 94,447,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||
Revenues: | |||||||||
Revenues | $ 71,245 | $ 71,469 | $ 289,522 | $ 316,126 | |||||
Gain on sale of businesses | 24,086 | ||||||||
Costs and Expenses: | |||||||||
Cost of goods sold | 9,925 | 9,743 | 40,174 | 54,647 | |||||
Cemetery expense | 17,848 | 17,247 | 74,339 | 78,708 | |||||
Selling expense | 13,049 | 14,733 | 59,347 | 62,538 | |||||
General and administrative expense | 10,316 | 11,439 | 44,231 | 43,081 | |||||
Corporate overhead | 8,501 | 13,413 | 51,107 | 53,281 | |||||
Depreciation and amortization | 2,459 | 2,757 | 10,782 | 11,736 | |||||
Loss on goodwill impairment | 24,862 | ||||||||
Total costs and expenses | 72,756 | 80,832 | 348,157 | 348,516 | |||||
Other losses, net | (8,106) | (11,504) | |||||||
Operating income (loss) | 22,575 | (9,363) | (66,741) | (43,894) | |||||
Interest expense | (12,284) | (13,171) | (48,519) | (30,602) | |||||
Loss on debt extinguishment | (8,478) | ||||||||
Income (loss) from continuing operations before income taxes | 10,291 | (22,534) | (123,738) | (74,496) | |||||
Income tax (expense) benefit | (1,288) | (28,204) | 1,797 | ||||||
Net income (loss) | $ 9,003 | $ (22,534) | (151,942) | (72,699) | |||||
Net loss attributable to StoneMor Partners L.P. (predecessor) | $ (151,942) | $ (72,699) | |||||||
Net income (loss) per common share (basic) | $ 0.10 | [1] | $ (0.59) | [1] | $ (3.84) | [2] | |||
Net income (loss) per common share (diluted) | $ 0.10 | [1] | $ (0.59) | [1] | $ (3.83) | [2] | |||
Net loss per common share (basic) | [2] | $ (1.92) | |||||||
Net loss per common share (diluted) | [2] | $ (1.92) | |||||||
Weighted average number of common shares outstanding - basic | 94,472 | [3] | 38,031 | [3] | 39,614 | [4] | |||
Weighted average number of common shares outstanding - diluted | 94,472 | [3] | 38,031 | [3] | 39,677 | [4] | |||
Weighted average number of limited partner units outstanding - basic | 38,031 | 37,959 | [4] | ||||||
Weighted average number of limited partner units outstanding - diluted | 38,031 | 37,959 | [4] | ||||||
Cemetery | |||||||||
Revenues: | |||||||||
Revenues | $ 58,066 | $ 57,910 | $ 237,887 | $ 261,935 | |||||
Costs and Expenses: | |||||||||
Depreciation and amortization | 1,704 | 1,962 | 7,420 | 8,037 | |||||
Operating costs and expenses | 51,138 | 53,162 | 218,091 | 238,974 | |||||
Loss on goodwill impairment | 24,862 | ||||||||
Cemetery | Interments | |||||||||
Revenues: | |||||||||
Revenues | 15,954 | 15,944 | 67,425 | 76,902 | |||||
Cemetery | Merchandise | |||||||||
Revenues: | |||||||||
Revenues | 15,166 | 16,541 | 64,476 | 75,412 | |||||
Cemetery | Services | |||||||||
Revenues: | |||||||||
Revenues | 15,560 | 15,967 | 65,494 | 67,278 | |||||
Cemetery | Investment and other | |||||||||
Revenues: | |||||||||
Revenues | 11,386 | 9,458 | 40,492 | 42,343 | |||||
Funeral Home | |||||||||
Revenues: | |||||||||
Revenues | 13,179 | 13,559 | 51,635 | 54,191 | |||||
Costs and Expenses: | |||||||||
Depreciation and amortization | 539 | 588 | 2,376 | 2,744 | |||||
Operating costs and expenses | 10,658 | 11,500 | 43,315 | 44,525 | |||||
Funeral Home | Merchandise | |||||||||
Revenues: | |||||||||
Revenues | 6,568 | 6,275 | 23,774 | 25,652 | |||||
Costs and Expenses: | |||||||||
Operating costs and expenses | 1,776 | 2,317 | 7,013 | 6,579 | |||||
Funeral Home | Services | |||||||||
Revenues: | |||||||||
Revenues | 6,611 | 7,284 | 27,861 | 28,539 | |||||
Costs and Expenses: | |||||||||
Operating costs and expenses | 5,397 | 5,553 | 21,659 | 22,159 | |||||
Funeral Home | Investment and other | |||||||||
Costs and Expenses: | |||||||||
Operating costs and expenses | $ 3,485 | $ 3,630 | $ 14,643 | $ 15,787 | |||||
[1] | For the three months ended March 31, 2020, represents net income divided by weighted average number of common shares outstanding and for the three months ended March 31, 2019, represents net loss divided by weighted average number of common limited partner units outstanding. | ||||||||
[2] | For the period prior to the C-Corporation Conversion, represents net loss divided by weighted average number of common limited partner units outstanding and for the period following the C-Corporation Conversion, represents net loss divided by weighted average number of common shares outstanding. | ||||||||
[3] | For the three months ended March 31, 2020, represents weighted average number of common shares outstanding and for the three months ended March 31, 2019, represents weighted average number of common limited partner units outstanding. | ||||||||
[4] | For the period prior to the C-Corporation Conversion, represents weighted average number of common limited partner units outstanding and for the period following the C-Corporation Conversion, represents weighted average number of common shares outstanding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital in Excess of Par Value | Retained Earnings | Previously Reported | Previously ReportedCommon Stock | Previously ReportedPaid-in Capital in Excess of Par Value | Outstanding Common Units | Members' Equity | Common Limited Partners | General Partner | Redeemable Convertible Preferred Units Series A |
Beginning Balance at Dec. 31, 2017 | $ 91,696 | $ 91,696 | ||||||||||
Beginning Balance (in units) at Dec. 31, 2017 | 37,957,936 | |||||||||||
Cumulative effect of accounting change | (28,097) | (28,097) | ||||||||||
Cumulative effect of accounting change | Impact of Adoption of FASB ASC 606 | (4,040) | (4,040) | ||||||||||
Balance, Adjusted at Dec. 31, 2017 | 63,599 | 63,599 | ||||||||||
Common unit awards under incentive plans | 2,522 | 2,522 | ||||||||||
Common unit awards under incentive plans (in shares) | 709 | |||||||||||
Net income (loss) | (72,699) | (72,699) | ||||||||||
Ending Balance at Dec. 31, 2018 | (10,618) | (10,618) | ||||||||||
Ending Balance at Dec. 31, 2018 | (6,578) | $ (10,618) | $ (2,570) | $ (4,008) | ||||||||
Ending Balance (in units) at Dec. 31, 2018 | 37,958,645 | |||||||||||
Ending Balance at Dec. 31, 2018 | (10,618) | |||||||||||
Common unit awards under incentive plans | 277 | 277 | ||||||||||
Common unit awards under incentive plans (in shares) | 301,826 | |||||||||||
Net income (loss) | (22,534) | (22,300) | (234) | |||||||||
Ending Balance at Mar. 31, 2019 | (28,835) | (24,593) | (4,242) | |||||||||
Ending Balance (in units) at Mar. 31, 2019 | 38,260,471 | |||||||||||
Beginning Balance at Dec. 31, 2018 | (6,578) | $ (10,618) | $ (2,570) | $ (4,008) | ||||||||
Beginning Balance at Dec. 31, 2018 | (10,618) | |||||||||||
Issuance of Series A Preferred Units | 12,500 | $ 12,500 | ||||||||||
Beginning Balance (in units) at Dec. 31, 2018 | 37,958,645 | |||||||||||
Issuance of Series A Preferred Units (in units) | 11,322,465 | |||||||||||
Issuance of Series A Preferred Units-related party | 45,000 | $ 45,000 | ||||||||||
Balance, Adjusted at Dec. 31, 2018 | (10,618) | (10,618) | ||||||||||
Issuance of Series A Preferred Units - related party (in units) | 40,760,868 | |||||||||||
Rights offering-related party | 3,647 | $ (3,647) | ||||||||||
Rights offering - related party (in units) | 3,039,380 | (3,039,380) | ||||||||||
GP Holdings' Merger consideration | $ (4,032) | 4,032 | ||||||||||
GP Holdings' Merger consideration (in units) | 2,950,000 | |||||||||||
Reduction to GP Holdings' Merger consideration related to SEC settlement-related party | (250) | (250) | ||||||||||
Reduction to GP Holdings' Merger consideration related to SEC settlement - related party (in units) | (182,909) | |||||||||||
Common unit awards under incentive plans | 3,623 | 3,623 | ||||||||||
Common unit awards under incentive plans (in shares) | 2,067,088 | |||||||||||
Units repurchased related to unit-based compensation | (803) | (803) | ||||||||||
Units repurchased related to unit-based compensation (in units) | (428,802) | |||||||||||
Net income (loss) | (151,942) | (151,942) | ||||||||||
Effect of the C-CorporationConversion on owners' equity | $ 944,474 | (1,042,932) | $ 152,311 | $ (53,853) | ||||||||
Effect of the C-Corporation Conversion on owners' equity (in units) | 94,447,356 | (45,403,402) | (49,043,953) | |||||||||
Ending Balance at Dec. 31, 2019 | (102,490) | $ 944 | (103,434) | $ 944,474 | $ (1,046,964) | |||||||
Ending Balance (in shares) at Dec. 31, 2019 | 94,447,356 | |||||||||||
Common stock awards under incentive plans | 375 | 375 | ||||||||||
Common stock awards under incentive plans (in shares) | 29,746 | |||||||||||
Net income (loss) | 9,003 | $ 9,003 | ||||||||||
Ending Balance at Mar. 31, 2020 | $ (93,112) | $ 944 | $ (103,059) | $ 9,003 | ||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 94,477,102 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities: | ||||
Net income (loss) | $ 9,003 | $ (22,534) | $ (151,942) | $ (72,699) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Cost of lots sold | 1,296 | 1,522 | 7,027 | 7,808 |
Depreciation and amortization | 2,459 | 2,757 | 10,782 | 11,736 |
Provision for bad debt | 1,144 | 2,042 | 7,559 | 7,358 |
Non-cash compensation expense | 375 | 277 | 3,623 | 2,523 |
Loss on debt extinguishment | 8,478 | |||
Loss on goodwill impairment | 24,862 | |||
Non-cash interest expense | 5,260 | 4,429 | 18,095 | 5,985 |
Other losses, net | 8,106 | 11,504 | ||
Gain on sale of businesses | (24,086) | |||
Changes in assets and liabilities: | ||||
Accounts receivable, net of allowance | (1,595) | (1,965) | (8,633) | 4,498 |
Merchandise trust fund | (1,829) | (5,990) | (17,916) | 4,295 |
Other assets | 2,338 | (4,382) | (56) | 2,618 |
Deferred selling and obtaining costs | (1,178) | 17 | (3,598) | (4,819) |
Deferred revenues | 6,434 | 8,584 | 36,656 | 37,405 |
Deferred taxes, net | 1,228 | 27,943 | (2,591) | |
Payables and other liabilities | (6,087) | 2,140 | (8,972) | 10,836 |
Net cash (used in) provided by operating activities | (5,238) | (13,103) | (37,986) | 26,457 |
Cash Flows From Investing Activities: | ||||
Cash paid for capital expenditures | (2,073) | (1,903) | (6,418) | (12,172) |
Cash paid for acquisitions | (1,667) | |||
Proceeds from divestitures | 28,190 | 6,255 | ||
Proceeds from asset sales | 1,276 | |||
Net cash provided by (used in) investing activities | 26,117 | (1,903) | (163) | (12,563) |
Cash Flows From Financing Activities: | ||||
Proceeds from issuance of redeemable convertible preferred units | 12,500 | |||
Proceeds from issuance of redeemable convertible preferred units-related party | 45,000 | |||
Proceeds from borrowings | 2,639 | 24,562 | 406,087 | 29,880 |
Repayments of debt | (32,181) | (253) | (366,905) | (28,493) |
Principal payment on finance leases | (425) | (366) | (1,464) | |
Cost of financing activities | (213) | (2,636) | (17,396) | (3,955) |
Reduction to GP Holdings' Merger consideration due to SEC settlement-related party | (250) | |||
Units repurchased related to unit-based compensation | (803) | |||
Net cash (used in) provided by financing activities | (30,180) | 21,307 | 76,769 | (2,568) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (9,301) | 6,301 | 38,620 | 11,326 |
Cash and cash equivalents and restricted cash-Beginning of period | 56,767 | 18,147 | 18,147 | 6,821 |
Cash and cash equivalents and restricted cash-End of period | 47,466 | 24,448 | 56,767 | 18,147 |
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for interest | 7,015 | 2,842 | 32,239 | 25,606 |
Cash paid during the period for income taxes | 41 | 1,419 | 1,725 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | 848 | 932 | 3,638 | |
Operating cash flows from finance leases | 116 | 116 | 495 | |
Financing cash flows from finance leases | 425 | 366 | 1,464 | |
Non-cash investing and financing activities: | ||||
Acquisition of assets by financing | $ 1,314 | 2,277 | 2,673 | |
Net transfers within assets held for sale | 80,822 | 23,340 | $ 543 | |
Accrued paid-in-kind interest on Senior Secured Notes | $ 3,615 | $ 7,867 |
GENERAL
GENERAL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
GENERAL | 1. GENERAL Effective as of December 31, 2019, pursuant to that certain Merger and Reorganization Agreement (as amended, the “Merger Agreement”) by and among StoneMor GP LLC (“StoneMor GP”), a Delaware limited liability company and the general partner of StoneMor Partners L.P. (the “Partnership”), the Partnership, StoneMor GP Holdings LLC, a Delaware limited liability company and formerly the sole member of GP (“GP Holdings”) and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of GP (“Merger Sub”), GP converted from a Delaware limited liability company into a Delaware corporation named StoneMor Inc. (the “Company”) and Merger Sub was merged with and into the Partnership (the “Merger”). The Company is the successor registrant to the Partnership pursuant to Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 12g-3 As used in this Quarterly Report on Form 10-Q Nature of Operations The Company is a provider of funeral and cemetery products and services in the death care industry in the United States. As of March 31, 2020, the Company operated 319 cemeteries in 27 states and Puerto Rico, of which 289 were owned and 30 were operated under lease, management or operating agreements. The Company also owned and operated 88 funeral homes, including 41 located on the grounds of cemetery properties that the Company owned, in 17 states and Puerto Rico. The Company’s cemeteries provide cemetery property interment rights, such as burial lots, lawn and mausoleum crypts, and cremation niches. Cemetery merchandise is comprised of burial vaults, caskets, grave markers and memorials. Cemetery services include the installation of this merchandise and other service items. The Company sells these products and services both at the time of death, which is referred to as at-need, pre-need. The Company’s funeral home services include family consultation, the removal and preparation of remains, insurance products and the use of funeral home facilities for visitation and memorial services. C-Corporation On December 31, 2019, pursuant to the terms of the Merger Agreement, the Company completed the following series of reorganization transactions (which the Company sometimes refer to collectively as the “C-Corporation • GP Holdings contributed its entire equity interest in the Partnership to StoneMor GP and, in exchange, ultimately received an aggregate of 5,099,969 shares of the Company’s common stock; • StoneMor GP contributed the common units in the Partnership it received from GP Holdings to StoneMor LP Holdings, LLC (“LP Sub”), a Delaware limited liability company and wholly-owned subsidiary of StoneMor GP; • Merger Sub merged with and into the Partnership, with the Partnership surviving as a Delaware limited partnership, and pursuant to which each outstanding Series A Convertible Preferred Unit (defined within) and Common Unit (defined within) (other than the common units held by LP Sub) was converted into the right to receive one share of the Company’s common stock; and • StoneMor GP converted from a Delaware limited liability company to a Delaware corporation called StoneMor Inc. As a result of the C-Corporation The C-Corporation Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements, which are unaudited, have been prepared in accordance with the requirements of the Quarterly Report on Form 10-Q 10-K. 10-K The unaudited condensed consolidated financial statements include the accounts of each of the Company’s 100% owned 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 30 cemeteries under long-term leases, operating agreements and management agreements. The operations of 16 of these managed cemeteries have been consolidated. The Company operates 14 cemeteries under long-term leases and other 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 the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities, since the Company controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases, and other agreements associated with these properties, which are subject to certain termination provisions, the Company is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Company will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Company has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. COVID-19 The outbreak of COVID-19, (“COVID-19 COVID-19, COVID-19. COVID-19 The Company’s marketing and sales team quickly responded to the sales challenges presented by the COVID-19 web-based Like most businesses world-wide, the COVID-19 pre-need at-need pre-need COVID-19 pre-need COVID-19 The Company expects the COVID-19 COVID-19 COVID-19 COVID-19, Sources and Uses of Liquidity The Company’s primary sources of liquidity are cash generated from operations and proceeds from asset sales. The Company’s primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service. In general, as part of its operating strategy, the Company expects to fund: • working capital deficits through available cash, cash generated from operations, proceeds from asset sales and proceeds from equity offerings; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations or proceeds from asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution related (see “Summary of Significant Accounting Policies” section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any maintenance capital expenditures through available cash and cash flows from operating activities. While the Company relies heavily on its available cash and cash flows from operating activities to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Company cannot be certain that sufficient capital will be generated through operations or be available to the Company to the extent required and on acceptable terms. The Company has experienced negative financial trends, including use of cash in operating activities, which, when considered in the aggregate, could raise substantial doubt about the Company’s ability to continue as a going concern. These negative financial trends include: • the Company has continued to generate negative cash flow from operating activities through March 31, 2020, due to an increased competitive environment and increases in professional fees and compliance costs; and • a decline in billings coupled with the increase in professional, compliance and consulting expenses that tightened the Company’s liquidity position and increased reliance on long-term financial obligations. During 2019 and 2020, the Company implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • sold an aggregate of 52,083,333 Preferred Units for an aggregate purchase price of $57.5 million and completed a private placement of $385.0 million of the Senior Secured Notes in June 2019. The net proceeds of both transactions were used to fully repay the then-outstanding senior notes due in June 2021 and retire the Company’s revolving credit facility that was due in May 2020; • manage recurring operating expenses, seek to limit non-recurring COVID-19 • identify and complete sales of select assets to provide supplemental liquidity. See Note 18 Subsequent Events In addition, there is no certainty that the Company’s actual operating performance and cash flows will not be substantially different from forecasted results and no certainty the Company will not need amendments to the Indenture in the future or that any such amendments will be available on terms acceptable to the Company or at all. Factors that could impact the significant assumptions used by the Company in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts, including the effects of the COVID-19 • failing to generate profitable sales; • investments in the Company’s trust funds experiencing significant declines due to factors outside its control; • being unable to compete successfully with other cemeteries and funeral homes in the Company’s markets; • the number of deaths in the Company’s markets declining; and • an adverse change in the mix of funeral and cemetery revenues between burials and cremations. If the Company’s planned, implemented and not yet implemented actions are not successful in generating sustainable cash savings for the Company, or the Company fails to improve its operating performance and cash flows or the Company is not able to comply with the covenants under the Indenture, the Company may be forced to limit its business activities, limit its ability to implement further modifications to its operations or limit the effectiveness of some actions that are included in its forecasts, amend its Indenture and/or seek other sources of capital, and the Company may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Company’s access to inventory or services that are important to the operation of the Company’s business. Any of these events may have a material adverse effect on the Company’s results of operations and financial condition, and limit the Company’s ability to continue as a going concern. Based on the Company’s forecasted operating performance, planned actions to improve the Company’s profitability and cash flows, the execution of the Supplemental Indenture and the Axar Commitment (see Note 18 Subsequent Events Summary of Significant Accounting Policies Refer to Note 1 General Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions as described in its Annual Report. These estimates and assumptions may affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could differ from those estimates. 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. Cash and Cash Equivalents was $27.1 million and $34.9 million as of March 31, 2020 and December 31, 2019, respectively. Restricted Cash Cash that is restricted from withdrawal or use under the terms of certain contractual agreements is recorded as restricted cash. Restricted cash was $20.4 million and $21.9 million as of March 31, 2020 and December 31, 2019, respectively, which primarily related to cash collateralization of the Company’s letters of credit and surety bonds, and at December 31, 2019 also included a $5.0 million refundable deposit received in connection with the sale of one of the Company’s properties. Revenue The Company’s revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at-need pre-need, pre-need pre-need Pre-need Investment income is earned on certain payments received from customers on pre-need Pre-need At the time of a non-cancellable pre-need pre-need In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers pre-need up-front up-front up-front In addition, the Company maintains a reserve representing the fair value of the refund obligation that may arise due to state law provisions that include a guarantee of customer funds collected on unfulfilled performance obligations and maintained in trust to the extent that the funds are refundable upon a customer’s exercise of any cancellation rights. Sales taxes assessed by governmental authorities are excluded from revenue. Any shipping and handling costs that are incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. Nature of Goods and Services The following is a description of the principal activities within the Company’s two reportable segments from which the Company generates its revenue. Cemetery Operations The Company generates revenues in its Cemetery Operations segment principally from (1) providing rights to inter remains in a specific cemetery property inventory space such as burial lots and constructed mausoleum crypts (“Interments”), (2) sales of cemetery merchandise which includes markers (i.e., method of identifying a deceased person in a burial space, crypt or niche), base (i.e., the substrate upon which a marker is placed), vault (i.e., a container installed in the burial lot in which the casket is placed), caskets, cremation niches and other cemetery related items and (3) service revenues, including opening and closing, a service of digging and refilling burial spaces to install the burial vault and place the casket into the vault, cremation services and fees for installation of cemetery merchandise. Products and services may be sold separately or in packages. For packages, the Company accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services in a package based on their relative stand-alone selling prices. The stand-alone selling price is determined by management based upon local market conditions and reasonable ranges for both merchandise and services which is the best estimate of the stand-alone price. For items that are not sold separately (e.g., second interment rights), the Company estimates stand-alone selling prices using the best estimate of market value, using inputs such as average selling price and list price broken down by each geographic location. Additionally, the Company considers typical sales promotions that could have impacted the stand-alone selling price estimates. Interments revenue is recognized when control transfers, which is when the property is available for use by the customer. For pre-construction Merchandise revenue and deferred investment earnings on merchandise trusts are recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (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 the Company). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligation. The estimate of the refund obligation is reevaluated on a quarterly basis. In addition, the Company is entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need Service revenue is recognized when the services are performed, and the performance obligation is thereby satisfied. The cost of goods sold related to merchandise and services reflects the actual cost of purchasing products and performing services and the value of cemetery property depleted through the recognized sales of interment rights. The costs related to the sales of lots and crypts are determined systematically using a specific identification method under which the total value of the underlying cemetery property and the lots available to be sold at the location are used to determine the cost per lot. Funeral Home Operations The Company generates revenues in its Funeral Home Operations segment principally from (1) sales of funeral home merchandise which includes caskets and other funeral related items and (2) service revenues, which includes services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation and services of remembrance. The Funeral Home Operations segment also include revenues related to the sale of term and whole life insurance on an agency basis, in which the Company earns a commission from the sales of these policies. Insurance commission revenue is reported within service revenues. Products and services may be sold separately or in packages. For packages, the Company accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services based on their relative stand-alone selling prices. The relative stand-alone selling price is determined by management’s best estimate of the stand-alone price based upon the list price at each location. The revenue generated by the Company through its Funeral Home Operations segment is principally derived from at-need Merchandise revenue is recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (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). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligations. The estimate of the refund obligation is reevaluated on a quarterly basis. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. Costs related to the delivery or performance of merchandise and services are charged to expense when merchandise is delivered or services are performed. Deferred Revenues Revenues from the sale of services and merchandise as well as any investment income from the merchandise trusts is deferred until such time that the services are performed or the merchandise is delivered. In addition, for amounts deferred on new contracts and investment income and unrealized gains on our merchandise trusts, deferred revenues include deferred revenues from pre-need pre-need Accounts Receivable, Net of Allowance The Company sells pre-need pre-need pre-need Leases The Company leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. The Company has both operating and finance leases. The Company’s operating leases primarily include office space, funeral homes and equipment. The Company’s finance leases primarily consist of vehicles and certain IT equipment. The Company determines whether an arrangement is or contains a lease at the inception of the arrangement based on the facts and circumstances in each contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements with an initial term in excess of 12 months, the Company records the lease liability and Right of Use (“ROU”) asset at commencement date based upon the present value of the sum of the remaining minimum rental payments, which exclude executory costs. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. Where leases contain escalation clauses, rent abatements and/or concessions, the Company applies them in the determination of lease expense. The exercise of lease renewal options is at the Company’s sole discretion, and the Company is only including the renewal option in the lease term when the Company can be reasonably certain that the Company will exercise the additional options. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company evaluates the term of the lease, type of asset and its weighted average cost of capital to determine its incremental borrowing rate used to measure the ROU asset and lease liability. The Company calculates operating lease expense ratably over the lease term plus any reasonably assured renewal periods. The Company considers reasonably assured renewal options, fixed escalation provisions and residual value guarantees in its calculation. Leasehold improvements are amortized over the shorter of the lease term or asset life, which may include renewal periods where the renewal is reasonably assured, and are included in the determination of straight-line rent expense. The depreciable life of assets and leasehold improvements are generally limited by the expected lease term. The Company’s leases also typically have lease and non-lease Stock-Based Compensation The Company has a long-term incentive plan under which it is authorized to grant stock-based compensation awards, such as restricted stock or restricted units to be settled in common stock and non-qualified Tax deductions on the stock-based compensation awards are not realized until the stock-based compensation awards are vested or exercised. The Company recognizes deferred tax assets for stock-based compensation awards that will result in future deductions on its income tax returns, based on the amount of stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company will receive a tax deduction. If the tax deduction for a stock-based compensation award is greater than the cumulative GAAP compensation expense for that stock-based compensation award upon realization of a tax deduction, an excess tax benefit will be recognized and recorded as a favorable impact on the effective tax rate. If the tax deduction for a stock-based compensation award is less than the cumulative GAAP compensation expense for that stock-based compensation award upon realization of the tax deduction, a tax shortfall will be recognized and recorded as an unfavorable impact on the effective tax rate. Any excess tax benefits or shortfalls will be recorded discretely in the period in which they occur. The cash flows resulting from any excess tax benefit will be classified as financing cash flows in the Company’s consolidated statements of cash flows. The Company provides its employees with the election to settle the income tax obligations arising from the vesting of their restricted stock-based compensation awards by the Company withholding stock equal to such income tax obligations. Stock acquired from employees in connection with the settlement of the employees’ income tax obligations on these stock-based compensation awards are accounted for as treasury shares that are subsequently retired. Restricted stock awards, restricted stock units and stock options are not considered issued and outstanding for purposes of earnings per share calculations until vested. Net Income (Loss) per Common Share (Basic and Diluted) Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shares by the sum of the weighted-average number of outstanding common shares and the dilutive effect of share-based awards, as calculated by the treasury stock or if converted methods, as applicable. These awards consist of common shares that are contingently issuable upon the satisfaction of certain vesting conditions for stock awards granted under the Company’s long-term incentive plan. The following table sets forth the reconciliation from the Company’s weighted-average number of outstanding common shares as of March 31, 2020 and common limited partner units as of March 31, 2019 used to compute basic net income (loss) attributable to common shares and common limited partners per unit, respectively, to those used to compute diluted net loss per common share and per common limited partners unit, respectively, (in thousands): Three Months Ended March 31, 2020 2019 Weighted average number of outstanding common shares—basic (1) 94,472 38,031 Plus effect of dilutive incentive awards (2) Restricted shares — — Stock options — — Weighted average number of outstanding common shares—diluted (1) 94,472 38,031 (1) For the three months ended March 31, 2020, represents common shares (basic and diluted), and for the three months ended March 31, 2019, represents limited partner units (basic and diluted). (2) For the three months ended March 31, 2020, the diluted weighted-average number of outstanding common shares does not include 1,656,496 common stock options and 468,750 restricted common shares, as their effects would have been anti-dilutive. For the three months ended March 31, 2019, the diluted weighted-average number of outstanding common limited partner units does not include 977,166 units, as their effects would have been anti-dilutive. In addition, for the three months ended March 31, 2019, anti-dilutive units excludes 46,734 units that were contingently issuable for which the contingency had not been met. Recently Adopted Accounting Standards Variable Interest Entities In October 2018, FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities 2018-17”). 2018-17 2018-17 Fair Value Measurement In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”). Fair Value Measurements 2018-13 Internal-Use In August 2018, FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Contract internal-use internal-use No. 2018-15 Recently Issued Accounting Standard Updates—Not Yet Effective Credit Losses In June 2016, FASB issued ASU No. 2016-13, Credit Losses (Topic 326) 2016-13”). 2016-13 No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses 2018-09”) , 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost Leases No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial 2019-04”), 2016-13. No. 2019-05, Financial Instruments-Credit Losses (Topic 326), 326-20 Financial Instruments 2016-13. No. 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) 2019-10”), 2016-13, 2017-12 2016-02 2019-10, No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses 2019-11”), 2016-13. 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) No. 2020-03, Codification Improvements to Financial Instruments Taxes In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic 340) 2019-12”), 2019-12 2019-12 2019-12 Reference Rate Reform In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2020-04”). 2020-04 2020-04 | 1. GENERAL As used in this Annual Report on Form 10-K In addition, as used in this Annual Report, unless the context otherwise requires, references to (i) the term “Cornerstone” refers to Cornerstone Family Services, Inc.; (ii) the term “CFSI” refers to CFSI LLC; (iii) the term “CFS” refers to Cornerstone Family Services LLC; (iv) the term “LP Sub” refers to StoneMor LP Holdings, LLC; (v) the term “ACII” refers to American Cemeteries Infrastructure Investors, LLC; (vi) the term “AUH” refers to AIM Universal Holdings, LLC; (vii) the term “AIM” refers to American Infrastructure MLP Funds; (viii) the term “AIM II” refers to American Infrastructure MLP Fund II, L.P.; (ix) the term AIM FFII refers to American Infrastructure MLP Founders Fund II, L.P.; (x) the term “AIM II StoneMor” refers to AIM II Delaware StoneMor, Inc.; (xi) the term AIM Management II refers to American Infrastructure MLP Management II, L.L.C.; and (xiv) the term AIM II Offshore refers to AIM II Offshore, L.P. Nature of Operations StoneMor Inc. is a leading provider of funeral and cemetery products and services in the death care industry in the U.S. As of December 31, 2019, the Company operated 321 cemeteries in 27 states and Puerto Rico, of which 291 were owned and 30 were operated under lease, management or operating agreements. The Company also owned and operated 90 funeral homes, including 42 located on the grounds of cemetery properties that the Company owns, in 17 states and Puerto Rico. The Company’s cemeteries provide cemetery property interment rights, such as burial lots, lawn and mausoleum crypts, and cremation niches. Cemetery merchandise is comprised of burial vaults, caskets, grave markers and memorials and cemetery services, which include the installation of this merchandise and other service items. The Company sells these products and services both at the time of death, which is referred to as at-need, pre-need. The Company’s funeral home services include family consultation, the removal and preparation of remains, insurance products and the use of funeral home facilities for visitation and memorial services. C-Corporation On December 31, 2019, pursuant to the terms of the Merger Agreement, the Company completed the following series of reorganization transactions (which the Company sometimes refer to collectively as the “C-Corporation • GP Holdings contributed its entire equity interest in the Partnership to StoneMor GP and, in exchange, ultimately received an aggregate of 5,099,969 shares of the Company’s common stock; • StoneMor GP contributed the common units in the Partnership it received from GP Holdings to LP Sub, a Delaware limited liability company and wholly-owned subsidiary of StoneMor GP; • Merger Sub merged with and into the Partnership, with the Partnership surviving as a Delaware limited partnership, and pursuant to which each outstanding Series A Convertible Preferred Unit (defined within) and Common Unit (defined within) (other than the common units held by LP Sub) was converted into the right to receive one share of the Company’s common stock; and • StoneMor GP converted from a Delaware limited liability company to a Delaware corporation called StoneMor Inc. As a result of the C-Corporation The C-Corporation Basis of Presentation and Principles of Consolidation The consolidated financial statements included in this Annual Report have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). All intercompany transactions and balances have been eliminated. The consolidated financial statements include the accounts of StoneMor Inc. and StoneMor Partnership L.P., each together with their consolidated subsidiaries. Financial results as of and for the years ended December 31, 2019 and 2018 are the financial results of StoneMor Inc. and StoneMor Partners L.P., the Company’s predecessor for accounting purposes, as there was no activity under StoneMor Inc. prior to December 31, 2019. Earnings per share and weighted-average common shares outstanding for the years ended December 31, 2019 and 2018 have been presented giving pro forma effect to C-Corporation The consolidated financial statements include the accounts of each of the Company’s 100% owned 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 30 cemeteries under long-term leases, operating agreements and management agreements. The operations of 16 of these managed cemeteries have been consolidated. On May 10, 2019, the Company terminated one of the management agreements and recorded a $2.1 million loss upon the termination, which is included in Other losses, net in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018. The Company operates 14 cemeteries under long-term leases and other 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 the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities, since the Company controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases and other agreements associated with these properties, which are subject to certain termination provisions, the Company is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Company will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Company has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. Correction of a prior period error related to the predecessor The Company has revised its consolidated balance sheet as of December 31, 2018 for the correction of the accounting related to the implementation of Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers , pre-installed pre-installed, The following table presents the corrections that were made to the consolidated balance sheet as of December 31, 2018: 2018 2018 As Previously Reported Reclassifications As Adjusted Assets Cemetery property $ 330,841 $ 296 $ 331,137 Deferred selling and obtaining costs $ 112,660 $ 984 $ 113,644 Total assets $ 1,669,101 $ 1,280 $ 1,670,381 Liabilities Deferred revenues $ 914,286 $ 5,320 $ 919,606 Total liabilities $ 1,675,679 $ 5,320 $ 1,680,999 Members’ Equity Members’ equity $ (6,578 ) $ (4,040 ) $ (10,618 ) Recapitalization Transactions Series A Preferred Offering On June 27, 2019, funds and accounts affiliated with Axar Capital, a related party and as of the date of the transaction and December 31, 2019, the largest holder of the Company’s outstanding common shares of record, and certain other investors and the Company entered into the Series A Purchase Agreement pursuant to which the Partnership sold to the Purchasers an aggregate of 52,083,333 of the Partnership’s Series A Convertible Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership with certain rights, preferences and privileges as are set forth in the Partnership’s Third Amended Partnership Agreement dated as of June 27, 2019 at a purchase price of $1.1040 per Preferred Unit, reflecting an 8% discount to the liquidation preference of each Preferred Unit, for an aggregate purchase price of $57.5 million (the “Preferred Offering”). Senior Secured Notes Concurrently with the closing of the Preferred Offering, the Company completed a private placement of $385.0 million of 9.875%/11.500% Senior Secured Notes (the “Senior Secured Notes”) to certain financial institutions (collectively with the Preferred Offering, the “Recapitalization Transactions”). The net proceeds of the Recapitalization Transactions were used to fully repay the then-outstanding senior notes due in June 2021, retire the Company’s revolving credit facility due in May 2020 and pay the associated transaction expenses, with the remaining balance reserved for general corporate purposes. The Company has the right and expects to pay quarterly interest at a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind through January 30, 2022. The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. Uses and Sources of Liquidity The Company’s primary sources of liquidity are cash generated from operations, the remaining balance of the proceeds from the sale of the Senior Secured Notes and proceeds from asset sales. The Company’s primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service. In general, as part of its operating strategy, the Company expects to fund: • working capital deficits through available cash, including the remaining balance of the proceeds from the sale of the Senior Secured Notes, cash generated from operations and proceeds from asset sales; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations or proceeds from asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution related (see “Summary of Significant Accounting Policies” section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any maintenance capital expenditures through available cash and cash flows from operating activities. While the Company relies heavily on its available cash and cash flows from operating activities to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Company cannot be certain that sufficient capital will be generated through operations or be available to the Company to the extent required and on acceptable terms. The Company has experienced negative financial trends, including use of cash in operating activities, which, when considered in the aggregate, could raise substantial doubt about the Company’s ability to continue as a going concern. These negative financial trends include: • the Company has continued to incur net losses for the year ended December 31, 2019 and has an accumulated deficit and negative cash flow from operating activities as of December 31, 2019, due to an increased competitive environment, increased expenses due to the consummated C-Corporation • a decline in billings coupled with the increase in professional, compliance and consulting expenses that tightened the Company’s liquidity position and increased reliance on long-term financial obligations. During 2018 and 2019, the Company implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • sold an aggregate of 52,083,333 Preferred Units for an aggregate purchase price of $57.5 million and completed a private placement of $385.0 million of the Senior Secured Notes. The net proceeds of both transactions were used to fully repay the then-outstanding senior notes due in June 2021 and retire the Company’s revolving credit facility due in May 2020; • continue to manage recurring operating expenses and seek to limit non-recurring • identify and complete sales of select assets to provide supplemental liquidity. In addition, there is no certainty that the Company’s actual operating performance and cash flows will not be substantially different from forecasted results and no certainty the Company will not need amendments to the Indenture in the future and such amendments will be granted. Factors that could impact the significant assumptions used by the Company in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts; • failing to generate profitable sales; • investments in the Company’s trust funds experiencing significant declines due to factors outside its control; • being unable to compete successfully with other cemeteries and funeral homes in the Company’s markets; • the number of deaths in the Company’s markets declining; and • the mix of funeral and cemetery revenues between burials and cremations. If the Company’s planned, implemented and not yet implemented actions are not completed or implemented and cash savings are not realized, or the Company fails to improve its operating performance and cash flows or the Company is not able to comply with the covenants under the Indenture, the Company may be forced to limit its business activities, limit its ability to implement further modifications to its operations or limit the effectiveness of some actions that are included in its forecasts, amend its Indenture and/or seek other sources of capital, and the Company may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Company’s access to inventory or services that are important to the operation of the Company’s business. Any of these events may have a material adverse effect on the Company’s results of operations and financial condition. The ability of the Company to continue as a going concern is dependent upon achieving the action plans noted above. Based on the Company’s forecasted operating performance, planned actions to improve the Company’s profitability and cash flows, the execution of the Supplemental Indenture and the Axar Commitment and the consummation of the transactions contemplated thereby, including receipt of not less than $17.0 million in proceeds from the contemplated rights offering, together with plans to file its financial statements on a timely basis consistent with the debt covenants and commitment to filing its periodic reports on a timely basis consistent with the debt covenants, the Company does not believe it is probable that it will breach the covenants under the Indenture or be unable to continue as a going concern for the next twelve-month period. As such, the consolidated financial statements for the years ended December 31, 2019 and 2018 were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments, if any, that would be necessary should the Company be required to liquidate its assets. Summary of Significant Accounting Policies Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions as described in this Annual Report. These estimates and assumptions may affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could differ from those estimates. 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. Cash and Cash Equivalents was $34.9 million and $18.1 million as of December 31, 2019 and December 31, 2018, respectively. Restricted Cash Cash that is restricted from withdrawal or use under the terms of certain contractual agreements is recorded as restricted cash. Restricted cash was $21.9 million as of December 31, 2019, primarily related to cash collateralization of the Company’s letters of credit and surety bonds and the $5.0 million refundable deposit the Company received in October 2019, in connection with the non-binding Revenues The Company’s revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at-need pre-need, pre-need pre-need Pre-need Investment income pre-need Pre-need At the time of a non-cancellable pre-need pre-need In accordance with ASC 606, the Company recognizes revenue in the amount to which the Company expect to be entitled to when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company only recognizes amounts due from a customer for unfulfilled performance obligations on a cancellable pre-need up-front up-front up-front In addition, the Company maintains a reserve representing the fair value of the refund obligation that may arise due to state law provisions that include a guarantee of customer funds collected on unfulfilled performance obligations and maintained in trust to the extent that the funds are refundable upon a customer’s exercise of any cancellation rights. Sales taxes assessed by governmental authorities are excluded from revenue. Any shipping and handling costs that are incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. Nature of Goods and Services The following is a description of the principal activities within the Company’s two reportable segments from which the Company generates its revenue. Cemetery Operations The Company generates revenues in its Cemetery Operations segment principally from (1) providing rights to inter remains in a specific cemetery property inventory space such as burial lots and constructed mausoleum crypts (“Interments”), (2) sales of cemetery merchandise which includes markers (i.e., method of identifying a deceased person in a burial space, crypt or niche), base (i.e., the substrate upon which a marker is placed), vault (i.e., a container installed in the burial lot in which the casket is placed), caskets, cremation niches and other cemetery related items and (3) service revenues, including opening and closing, a service of digging and refilling burial spaces to install the burial vault and place the casket into the vault, cremation services and fees for installation of cemetery merchandise. Products and services may be sold separately or in packages. For packages, the Company accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services in a package based on their relative stand-alone selling prices. The stand-alone selling price is determined by management based upon local market conditions and reasonable ranges for both merchandise and services which is the best estimate of the stand-alone price. For items that are not sold separately (e.g., second interment rights), the Company estimates stand-alone selling prices using the best estimate of market value, using inputs such as average selling price and list price broken down by each geographic location. Additionally, the Company considers typical sales promotions that could have impacted the stand-alone selling price estimates. Interments revenue is recognized when control transfers, which is when the property is available for use by the customer. For pre-construction Merchandise revenue and deferred investment earnings on merchandise trusts are recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (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 the Company). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligation. The estimate of the refund obligation is reevaluated on a quarterly basis. In addition, the Company is entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. The cost of goods sold related to merchandise and services reflects the actual cost of purchasing products and performing services and the value of cemetery property depleted through the recognized sales of interment rights. The costs related to the sales of lots and crypts are determined systematically using a specific identification method under which the total value of the underlying cemetery property and the lots available to be sold at the location are used to determine the cost per lot. Funeral Home Operations The Company generates revenues in its Funeral Home Operations segment principally generates revenue from (1) sales of funeral home merchandise which includes caskets and other funeral related items and (2) service revenues, including services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation and services of remembrance. The Funeral Home Operations segment also include revenues related to the sale of term and whole life insurance on an agency basis, in which the Company earns a commission from the sales of these policies. Insurance commission revenue is reported within service revenues. Products and services may be sold separately or in packages. For packages, the Company accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services based on their relative stand-alone selling prices. The relative stand-alone selling price is determined by management’s best estimate of the stand-alone price based upon the list price at each location. The revenue generated by the Company through its Funeral Home Operations segment is principally derived from at-need Merchandise revenue is recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (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). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligations. The estimate of the refund obligation is reevaluated on a quarterly basis. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. Costs related to the delivery or performance of merchandise and services are charged to expense when merchandise is delivered or services are performed. Deferred Revenues Revenues from the sale of services and merchandise as well as any investment income from the merchandise trusts is deferred until such time that the services are performed or the merchandise is delivered. In addition, for amounts deferred on new contracts and investment income and unrealized gains on the Company’s merchandise trusts, deferred revenues include deferred revenues from pre-need pre-need Accounts Receivable, Net of Allowance The Company sells pre-need pre-need pre-need Cemetery Property Cemetery property consists of developed and undeveloped cemetery land, constructed mausoleum crypts and lawn crypts and other cemetery property. Cemetery property is stated at cost or, upon acquisition of a business, at the fair value of the assets acquired. Property and Equipment Property and equipment is stated at cost or, upon acquisition of a business, at the fair value of the assets acquired 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. Major classifications of property and equipment and their respective useful lives are as follows: Buildings and improvements 10 to 40 years Software and computer hardware 3 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 Assets Held for Sale For a long-lived asset or disposal group to be classified as held for sale all of the following criteria must be met • Management, having authority to approve the action, commits to a plan to sell the long-lived asset or disposal group; • The long-lived asset or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such long-lived assets (disposal groups); • An active program to locate a buyer(s) and other actions required to complete the plan to sell the long-lived asset (disposal group) have been initiated; • The sale of the long-lived asset (disposal group) is probable and transfer of the long-lived asset (disposal group) is expected to qualify for recognition as a completed sale within one year; • The long-lived asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and • Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The determination to classify a site (or group of sites) as an asset held for sale requires significant estimates by the Company about the site and the level of market activity in which the site is based. Such estimates are based on factors that include recent sales of comparable sites, the extent of buyers’ interest in the site and the site’s condition. Based on these factors, the Company assesses the probability of divesting of the site under current market conditions at an acceptable price within one year. After the Company identifies a site to be held for sale, the Company discontinues depreciating the long-lived assets associated with the site and estimates the assets’ fair value, net of selling costs. If the carrying value of the assets to be classified as held for sale exceeds the Company’s estimated net fair value, the Company writes the assets down to the estimated net fair value. Assets and liabilities associated with the site to be classified as held for sale are presented separately in the Company’s consolidated balance sheets beginning with the period in which the Company decided to classify the site as held for sale. For further details of the Company’s assets held for sale, see Note 22 Assets Held For Sale Merchandise Trusts Pursuant to state law, a portion of the proceeds from pre-need Note 7 Merchandise Trusts 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 in 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 its financial statements 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. For further details of the Company’s perpetual care trusts, see Note 8 Perpetual Care Trusts Fair Value Measurements The Company measures the available-for-sale • Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; • Level 2—inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. The categorization of the asset or liability within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. For additional disclosures on the Company’s available-for-sale Note 7 Merchandise Trusts Note 8 Perpetual Care Trusts Inventories Inventories are classified within Other current assets on the Company’s consolidated balance sheets 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 using a first-in, first-out Note 3 Impairment and Other Losses 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, at a location level. The Company’s policy is to perform step 1 of the long-lived asset impairment test prescribed by ASC 360, Property, Plant and Equipment 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 it 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 further evaluates whether or not all assets in the 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. Goodwill The Company tested goodwill for impairment at least annually or if impairment indicators arose by comparing its reporting units’ estimated fair values to carrying values. Because quoted market prices for the reporting units were not available, the Company’s management had to apply judgment in determining the estimated fair value of its reporting units. Management used all available information to make these fair value determinations, including the present values of expected future cash flows using discount rates commensurate with the risks involved in the Company’s assets and the available market data of the industry group. A key component of these fair value determinations was a reconc |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS The Company did not complete any acquisitions during the year ended December 31, 2019. On January 19, 2018, the Company acquired six cemetery properties in Wisconsin and their related assets, net of certain assumed liabilities, for cash consideration of $2.5 million, of which $0.8 million was paid at closing. These properties had been managed by the Company since August 2016. The Company accounted for the purchase of these properties, which were not material individually or in the aggregate, under the acquisition method of accounting. |
IMPAIRMENT AND OTHER LOSSES
IMPAIRMENT AND OTHER LOSSES | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
IMPAIRMENT AND OTHER LOSSES | 3. IMPAIRMENT AND OTHER LOSSES Goodwill Impairment Assessment Due to a decline in the market value of the Company’s unit values and the Company’s significant under-performance relative to historical or projected future operating results noted during the nine months ended September 30, 2019, management conducted an interim goodwill impairment assessment as of September 30, 2019. As a result of such assessment, management concluded on November 4, 2019 that the carrying value of the only reporting unit to which the Company allocated its goodwill, Cemetery Operations, exceeded its fair value, and the Company’s goodwill was fully impaired as of September 30, 2019. The Company recognized a $24.9 million impairment charge included in Loss on impairment of goodwill in the accompanying consolidated statement of operations for the year ended December 31, 2019. Refer to Note 9 Goodwill and Intangible Assets Impairment of Long-Lived Assets During each reporting period for the years ended December 31, 2019 and 2018, the Company performed step 1 of the ASC 360 Asset Impairment Test and identified all cemetery property and funeral home locations with an operating loss for the current reporting period, a trend of operating losses over the current fiscal year and/or a trend of operating losses over the previous five fiscal years. Of those locations identified during step 1, the Company recorded impairments for those locations for which step 2 of the ASC 360 Asset Impairment Test indicated the locations’ carrying values may not be recoverable. As a result of performing step 1 and step 2 of the ASC 360 Asset Impairment Test, the Company recorded a $2.8 million impairment charge for certain cemetery property locations, which is included in Other losses, net in the accompanying consolidated statements of operations, during each of the years ended December 31, 2019 and 2018. Termination of Management Agreement The Company operates certain of its cemeteries under long-term leases, operating agreements and management agreements. On May 10, 2019, the Company terminated one of the management agreements and recorded a $2.1 million loss, which is included in Other losses, net in the accompanying consolidated statement of operations for the year ended December 31, 2019. Inventory Merchandise is sold to both at-need and pre-need customers. service pre-need contractual Merchandise stored at certain locations may be exposed to changes in weather conditions. Primarily due to weather related deterioration over a number of years, the Company recorded inventory impairment charges of approximately $3.4 million for the year ended December 31, 2018. This impairment loss related to damaged and excess inventory and is included in Cost of goods sold for the year ended December 31, 2018 in the accompanying consolidated statement of operations as this merchandise was utilized to fulfill the Company’s contractual obligations to at-need and pre-need customers. Due to enhanced inventory control procedures implemented in late 2018, the Company determined that certain merchandise inventory allocated to pre-need customers Software During 2017 and 2018, the Company initiated two software implementation projects to enhance its Lawson ERP System with a cash reconciliation module and lease accounting module, respectively. However, during the fourth quarter of 2019, the Company determined these two software implementation projects were not viable and terminated them. The Company recognized a $0.5 million impairment related to these two unviable software implementation projects. |
ACCOUNTS RECEIVABLE, NET OF ALL
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE | 4. ACCOUNTS RECEIVABLE, NET OF ALLOWANCE Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands): March 31, 2020 December 31, 2019 Customer receivables $ 147,673 $ 153,530 Unearned finance income (15,345 ) (16,303 ) Allowance for doubtful accounts (5,338 ) (5,884 ) Accounts receivable, net of allowance 126,990 131,343 Less: Current portion, net of allowance 55,516 55,794 Long-term portion, net of allowance $ 71,474 $ 75,549 Activity in the allowance for doubtful accounts was as follows (in thousands): March 31, 2020 December 31, 2019 Balance, beginning of period $ 5,884 $ 4,941 Provision for doubtful accounts 1,144 7,559 Charge-offs, net (1,690 ) (6,616 ) Balance, end of period $ 5,338 $ 5,884 Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories. | 4. ACCOUNTS RECEIVABLE, NET OF ALLOWANCE Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands): December 31, 2019 December 31, 2018 Customer receivables $ 153,530 $ 167,017 Unearned finance income (16,303 ) (17,000 ) Allowance for doubtful accounts (5,884 ) (4,941 ) Accounts receivable, net of allowance 131,343 145,076 Less: Current portion, net of allowance 55,794 57,928 Long-term portion, net of allowance $ 75,549 $ 87,148 Activity in the allowance for doubtful accounts was as follows (in thousands): December 31, 2019 December 31, 2018 Balance, beginning of period $ 4,941 $ 19,795 Cumulative effect of accounting changes — (12,876 ) Provision for doubtful accounts 7,559 7,358 Charge-offs, net (6,616 ) (9,336 ) Balance, end of period $ 5,884 $ 4,941 Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories. |
CEMETERY PROPERTY
CEMETERY PROPERTY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | ||
CEMETERY PROPERTY | 5. CEMETERY PROPERTY Cemetery property consisted of the following at the dates indicated (in thousands): March 31, 2020 December 31, 2019 Cemetery land $ 235,568 $ 249,260 Mausoleum crypts and lawn crypts 68,060 71,345 Cemetery property $ 303,628 $ 320,605 | 5. CEMETERY PROPERTY Cemetery property consisted of the following at the dates indicated (in thousands): December 31, 2019 December 31, 2018 Cemetery land $ 249,260 $ 255,708 Mausoleum crypts and lawn crypts 71,345 75,429 Cemetery property $ 320,605 $ 331,137 The Company recorded an impairment of cemetery property during the years ended December 31, 2019 and 2018. For further details see Note 3 Impairment and Other Losses . |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at the dates indicated (in thousands): March 31, 2020 December 31, 2019 Buildings and improvements $ 118,796 $ 125,382 Furniture and equipment 55,965 57,674 Funeral home land 11,285 14,185 Property and equipment, gross 186,046 197,241 Less: Accumulated depreciation (92,574 ) (93,841 ) Property and equipment, net of accumulated depreciation $ 93,472 $ 103,400 Depreciation expense was $2.2 million and $2.4 million for the three months ended March 31, 2020 and 2019, respectively. | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at the dates indicated (in thousands): December 31, 2019 December 31, 2018 Buildings and improvements $ 125,382 $ 129,971 Furniture and equipment 57,674 58,706 Funeral home land 14,185 14,185 Property and equipment, gross 197,241 202,862 Less: Accumulated depreciation (93,841 ) (90,146 ) Property and equipment, net of accumulated depreciation $ 103,400 $ 112,716 Depreciation expense was $9.4 million and $9.9 million for the years ended December 31, 2019 and 2018, respectively. |
MERCHANDISE TRUSTS
MERCHANDISE TRUSTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | ||
MERCHANDISE TRUSTS | 7. MERCHANDISE TRUSTS At March 31, 2020 and December 31, 2019, the Company’s merchandise trusts consisted of investments in debt and equity marketable securities and cash equivalents, both directly and through mutual and investment funds. All of these investments are carried at fair value. All of these investments are subject to the fair value hierarchy and considered either Level 1 or Level 2 assets pursuant to the three-level hierarchy described in Note 14 Fair Value of Financial Instruments pre-need pre-need pre-need The Company included $8.6 million and $9.7 million of investments held in trust as required by law by the West Virginia Funeral Directors Association at March 31, 2020 and December 31, 2019, respectively, in its merchandise trust assets. These trusts are recognized at their account value, which approximates fair value. A reconciliation of the Company’s merchandise trust activities for the three months ended March 31, 2020 and 2019 is presented below (in thousands): Three months ended March 31, 2020 2019 Balance—beginning of period $ 517,192 $ 488,248 Contributions 10,697 13,883 Distributions (14,029 ) (13,639 ) Interest and dividends 5,704 7,325 Capital gain distributions 68 99 Realized gains and losses, net 218 (281 ) Other than temporary impairment — (2,314 ) Taxes 118 4 Fees (3,022 ) (873 ) Unrealized change in fair value (59,181 ) 22,613 Total 457,765 515,065 Less: Assets held for sale (20,127 ) — Balance—end of period $ 437,638 $ 515,065 During the three months ended March 31, 2020 and 2019, purchases of available for sale securities were approximately $13.2 million and $21.3 million, respectively. During the three months ended March 31, 2020 and 2019, sales, maturities and paydowns of available for sale securities were approximately $11.1 million and $9.1 million, respectively. Cash flows from pre-need The cost and market value associated with the assets held in the merchandise trusts as of March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 120,171 $ — $ — $ 120,171 Fixed maturities: U.S. governmental securities 2 474 23 (82 ) 415 Corporate debt securities 2 6,293 4 (234 ) 6,063 Total fixed maturities 6,767 27 (316 ) 6,478 Mutual funds—debt securities 1 30,138 160 (2,464 ) 27,834 Mutual funds—equity securities 1 46,279 1,577 (25,236 ) 22,620 Other investment funds (1) 235,150 10,916 (15,626 ) 230,440 Equity securities 1 56,668 1,001 (20,331 ) 37,338 Other invested assets 2 4,387 — (94 ) 4,293 Total investments 499,560 13,681 (64,067 ) 449,174 West Virginia Trust Receivable 9,506 — (915 ) 8,591 Total $ 509,066 $ 13,681 $ (64,982 ) $ 457,765 Less: Assets held for sale (21,778 ) (425 ) 2,076 (20,127 ) Total $ 487,288 $ 13,256 $ (62,906 ) $ 437,638 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to six years with three potential one year extensions at the discretion of the funds’ general partners. As of March 31, 2020, there were $49.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 144,610 $ — $ — $ 144,610 Fixed maturities: U.S. governmental securities 2 456 6 (65 ) 397 Corporate debt securities 2 783 14 (133 ) 664 Total fixed maturities 1,239 20 (198 ) 1,061 Mutual funds—debt securities 1 67,801 1,857 (6 ) 69,652 Mutual funds—equity securities 1 46,609 1,744 — 48,353 Other investment funds (1) 213,024 6,366 (2,953 ) 216,437 Equity securities 1 24,386 1,327 (4 ) 25,709 Other invested assets 2 8,360 32 — 8,392 Total investments 506,029 11,346 (3,161 ) 514,214 West Virginia Trust Receivable 9,651 — — 9,651 Total $ 515,680 $ 11,346 $ (3,161 ) $ 523,865 Less: Assets held for sale (6,369 ) (304 ) — (6,673 ) Total $ 509,311 $ 11,042 $ (3,161 ) $ 517,192 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to six years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019, there were $57.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. The contractual maturities of debt securities as of March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 81 $ 208 $ 13 Corporate debt securities 87 3,970 2,007 — Total fixed maturities $ 199 $ 4,051 $ 2,215 $ 13 December 31, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 78 $ 193 $ 13 Corporate debt securities 101 546 16 — Total fixed maturities $ 213 $ 624 $ 209 $ 13 Temporary Declines in Fair Value The Company evaluates declines in fair value below cost for each asset held in the merchandise trusts on a quarterly basis. An aging of unrealized losses on the Company’s investments in debt and equity securities within the merchandise trusts as of March 31, 2020 and December 31, 2019 is presented below (in thousands): Less than 12 months 12 months or more Total March 31, 2020 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 302 $ 82 $ 302 $ 82 Corporate debt securities 5,847 110 457 124 6,304 234 Total fixed maturities 5,847 110 759 206 6,606 316 Mutual funds—debt securities 19,756 2,064 — 400 19,756 2,464 Mutual funds—equity securities 18,857 23,880 — 1,356 18,857 25,236 Other investment funds 59,261 15,626 — — 59,261 15,626 Equity securities 24,853 20,331 — — 24,853 20,331 Other invested assets — — 905 94 905 94 Total $ 128,574 $ 62,011 $ 1,664 $ 2,056 $ 130,238 $ 64,067 Less than 12 months 12 months or more Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 90 $ 1 $ 397 $ 64 $ 487 $ 65 Corporate debt securities 198 29 424 104 622 133 Total fixed maturities 288 30 821 168 1,109 198 Mutual funds—debt securities 241 6 — — 241 6 Mutual funds—equity securities — — — — — — Other investment funds 54,782 2,953 — — 54,782 2,953 Equity securities 3 4 — — 3 4 Other invested assets — — — — — — Total $ 55,314 $ 2,993 $ 821 $ 168 $ 56,135 $ 3,161 For all securities in an unrealized loss position, the Company evaluated the severity of the impairment and length of time that a security has been in a loss position and concluded the decline in fair value below the asset’s cost was temporary in nature. In addition, the Company is not aware of any circumstances that would prevent the future market value recovery for these securities. Other-Than-Temporary Impairment of Trust Assets The Company assesses its merchandise trust assets for other-than-temporary declines in fair value on a quarterly basis. During the three months ended March 31, 2020, the Company determined, based on its review, that there were no other than temporary impairments to the investment portfolio in the merchandise trusts. It is reasonably possible that continued declines could change the Company’s conclusion regarding whether or not merchandise trust assets are other-than-temporary impaired. During the three months ended March 31, 2019, the Company determined, based on its review, that there were 89 securities with an aggregate cost basis of approximately $91.9 million and an aggregate fair value of approximately $89.6 million, resulting in an impairment of $2.3 million, with such impairment considered to be other-than-temporary due to credit indicators. Accordingly, the Company adjusted the cost basis of these assets to their current value and offset these changes against deferred merchandise trust revenue. These adjustments to deferred revenue will be reflected within the Company’s unaudited condensed consolidated statements of operations in future periods as the underlying merchandise is delivered or the underlying service is performed. | 7. MERCHANDISE TRUSTS At December 31, 2019 and 2018 the Company’s merchandise trusts consisted of investments in debt and equity marketable securities and cash equivalents, both directly and through mutual and investment funds. All of these investments are carried at fair value. All of these investments are subject to the fair value hierarchy and considered either Level 1 or Level 2 assets pursuant to the three-level hierarchy described in Note 18 Fair Value of Financial Instruments pre-need pre-need pre-need The Company included $9.7 million and $8.7 million of investments held in trust as required by law by the West Virginia Funeral Directors Association at December 31, 2019 and 2018 respectively, in its merchandise trust assets. These trusts are recognized at their account value, which approximates fair value. A reconciliation of the Company’s merchandise trust activities for the years ended December 31, 2019 and 2018 is presented below (in thousands): Year ended December 31, 2019 2018 Balance—beginning of period $ 488,248 $ 515,456 Contributions 54,742 66,408 Distributions (59,776 ) (79,862 ) Interest and dividends 29,367 27,228 Capital gain distributions 1,699 543 Realized gains and losses, net 3,246 (1,012 ) Other than temporary impairment (6,056 ) (28,555 ) Taxes (556 ) (347 ) Fees (4,268 ) (3,855 ) Unrealized change in fair value 17,219 (7,756 ) Total 523,865 488,248 Less: Assets held for sale (6,673 ) — Balance—end of period $ 517,192 $ 488,248 During the years ended December 31, 2019 and 2018, purchases of available for sale securities were approximately $54.4 million and $117.7 million, respectively. During the years ended December 31, 2019 and 2018, sales, maturities and paydowns of available for sale securities were approximately $38.1 million and $109.5 million, respectively. Cash flows from pre-need The cost and market value associated with the assets held in the merchandise trusts as of December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 144,610 $ — $ — $ 144,610 Fixed maturities: U.S. governmental securities 2 456 6 (65 ) 397 Corporate debt securities 2 783 14 (133 ) 664 Total fixed maturities 1,239 20 (198 ) 1,061 Mutual funds—debt securities 1 67,801 1,857 (6 ) 69,652 Mutual funds—equity securities 1 46,609 1,744 — 48,353 Other investment funds (1) 213,024 6,366 (2,953 ) 216,437 Equity securities 1 24,386 1,327 (4 ) 25,709 Other invested assets 2 8,360 32 — 8,392 Total investments 506,029 11,346 (3,161 ) 514,214 West Virginia Trust Receivable 9,651 — — 9,651 Total $ 515,680 $ 11,346 $ (3,161 ) $ 523,865 Less: Assets held for sale (6,369 ) (304 ) — (6,673 ) Total $ 509,311 $ 11,042 $ (3,161 ) $ 517,192 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Company’s consolidated balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to six years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019, there were $57.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 16,903 $ — $ — $ 16,903 Fixed maturities: U.S. governmental securities 2 392 — (147 ) 245 Corporate debt securities 2 1,311 29 (328 ) 1,012 Total fixed maturities 1,703 29 (475 ) 1,257 Mutual funds—debt securities 1 187,840 262 (2,645 ) 185,457 Mutual funds—equity securities 1 45,023 110 (18 ) 45,115 Other investment funds (1) 210,655 388 (7,784 ) 203,259 Equity securities 1 18,097 1,327 (213 ) 19,211 Other invested assets 2 8,398 2 (17 ) 8,383 Total investments $ 488,619 $ 2,118 $ (11,152 ) $ 479,585 West Virginia Trust Receivable 8,663 — — 8,663 Total $ 497,282 $ 2,118 $ (11,152 ) $ 488,248 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Company’s consolidated balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of two to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018, there were $71.0 million in unfunded investment commitments to the private credit funds, which are callable at any time. The contractual maturities of debt securities as of December 31, 2019 and 2018 were as follows below (in thousands): December 31, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 78 $ 193 $ 13 Corporate debt securities 101 546 16 — Total fixed maturities $ 213 $ 624 $ 209 $ 13 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 137 $ 108 $ — Corporate debt securities 68 873 55 16 Total fixed maturities $ 68 $ 1,010 $ 163 $ 16 Temporary Declines in Fair Value The Company evaluates declines in fair value below cost for each asset held in the merchandise trusts on a quarterly basis. An aging of unrealized losses on the Company’s investments in debt and equity securities within the merchandise trusts as of December 31, 2019 and 2018 is presented below (in thousands): Less than 12 months 12 months or more Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 90 $ 1 $ 397 $ 64 $ 487 $ 65 Corporate debt securities 198 29 424 104 622 133 Total fixed maturities 288 30 821 168 1,109 198 Mutual funds—debt securities 241 6 — — 241 6 Mutual funds—equity securities — — — — — — Other investment funds 54,782 2,953 — — 54,782 2,953 Equity securities 3 4 — — 3 4 Other invested assets — — — — — — Total $ 55,314 $ 2,993 $ 821 $ 168 $ 56,135 $ 3,161 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 243 $ 147 $ 243 $ 147 Corporate debt securities 103 2 549 326 652 328 Total fixed maturities 103 2 792 473 895 475 Mutual funds—debt securities 46,005 2,011 1,195 634 47,200 2,645 Mutual funds—equity securities 131 18 — — 131 18 Other investment funds 169,929 7,784 — — 169,929 7,784 Equity securities — — 597 213 597 213 Other invested assets — 4 790 13 790 17 Total $ 216,168 $ 9,819 $ 3,374 $ 1,333 $ 219,542 $ 11,152 For all securities in an unrealized loss position, the Company evaluated the severity of the impairment and length of time that a security has been in a loss position and concluded the decline in fair value below the asset’s cost was temporary in nature. In addition, the Company is not aware of any circumstances that would prevent the future market value recovery for these securities. Other-Than-Temporary Impairment of Trust Assets The Company assesses its merchandise trust assets for other-than-temporary declines in fair value on a quarterly basis. During the year ended December 31, 2019, the Company determined, based on its review, that there were 102 securities with an aggregate cost basis of approximately $178.2 million and an aggregate fair value of approximately $172.2 million, resulting in an impairment of $6.1 million, with such impairment considered to be other-than-temporary due to credit indicators. During the year ended December 31, 2018, the Company determined, based on its review, that there were 214 securities with an aggregate cost basis of approximately $285.5 million and an aggregate fair value of approximately $256.9 million, resulting in an impairment of $28.6 million, with such impairment considered to be other-than-temporary due to credit indicators. Accordingly, the Company adjusted the cost basis of these assets to their current value and offset these changes against deferred merchandise trust revenue. These adjustments to deferred revenue will be reflected within the Company’s consolidated statements of operations in future periods as the underlying merchandise is delivered or the underlying service is performed. |
PERPETUAL CARE TRUSTS
PERPETUAL CARE TRUSTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | ||
PERPETUAL CARE TRUSTS | 8. PERPETUAL CARE TRUSTS At March 31, 2020 and December 31, 2019, the Company’s perpetual care trusts consisted of investments in debt and equity marketable securities and cash equivalents, both directly as well as through mutual and investment funds. All of these investments are carried at fair value. All of the investments subject to the fair value hierarchy are considered either Level 1 or Level 2 assets pursuant to the three-level hierarchy described in Note 14 Fair Value of Financial Instruments A reconciliation of the Company’s perpetual care trust activities for the three months ended March 31, 2020 and 2019 is presented below (in thousands): Three months ended March 31, 2020 2019 Balance—beginning of period $ 343,619 $ 330,562 Contributions 1,952 1,983 Distributions (6,294 ) (4,403 ) Interest and dividends 6,624 5,148 Capital gain distributions 99 114 Realized gains and losses, net 163 977 Other than temporary impairment — (713 ) Taxes (37 ) 4 Fees (913 ) (704 ) Unrealized change in fair value (38,464 ) 11,857 Total 306,749 344,825 Less: Assets held for sale (21,917 ) — Balance—end of period $ 284,832 $ 344,825 During the three months ended March 31, 2020 and 2019, purchases of available for sale securities were approximately $5.4 million and $35.3 million, respectively. During the three months ended March 31, 2020 and 2019, sales, maturities and paydowns of available for sale securities were approximately $4.4 million and $31.9 million, respectively. Cash flows from perpetual care trust related contracts are presented as operating cash flows in Company’s unaudited condensed consolidated statements of cash flows. The cost and market value associated with the assets held in the perpetual care trusts as of March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 32,403 $ — $ — $ 32,403 Fixed maturities: U.S. governmental securities 2 1,072 90 (58 ) 1,104 Corporate debt securities 2 2,751 19 (177 ) 2,593 Total fixed maturities 3,823 109 (235 ) 3,697 Mutual funds—debt securities 1 17,631 58 (1,178 ) 16,511 Mutual funds—equity securities 1 16,964 605 (6,724 ) 10,845 Other investment funds (1) 230,401 12,474 (16,219 ) 226,656 Equity securities 1 35,467 51 (18,272 ) 17,246 Other invested assets 2 (609 ) — — (609 ) Total investments $ 336,080 $ 13,297 $ (42,628 ) $ 306,749 Less: Assets held for sale (24,002 ) (101 ) 2,186 (21,917 ) Total $ 312,078 $ 13,196 $ (40,442 ) $ 284,832 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of March 31, 2020 there were $56.4 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 50,358 $ — $ — $ 50,358 Fixed maturities: U.S. governmental securities 2 1,069 32 (52 ) 1,049 Corporate debt securities 2 2,020 22 (142 ) 1,900 Total fixed maturities 3,089 54 (194 ) 2,949 Mutual funds—debt securities 1 49,963 1,439 (38 ) 51,364 Mutual funds—equity securities 1 16,698 1,617 (66 ) 18,249 Other investment funds (1) 186,355 10,526 (5,472 ) 191,409 Equity securities 1 30,423 1,333 (12 ) 31,744 Other invested assets 2 16 — — 16 Total investments $ 336,902 $ 14,969 $ (5,782 ) $ 346,089 Less: Assets held for sale (2,416 ) (54 ) — (2,470 ) Total $ 334,486 $ 14,915 $ (5,782 ) $ 343,619 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019 there were $62.4 million in unfunded investment commitments to the private credit funds, which are callable at any time. The contractual maturities of debt securities as of March 31, 2020 and December 31, 2019, were as follows (in thousands): March 31, 2020 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 85 $ 168 $ 780 $ 70 Corporate debt securities 214 2,018 362 — Total fixed maturities $ 299 $ 2,186 $ 1,142 $ 70 December 31, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 60 $ 192 $ 684 $ 114 Corporate debt securities 294 1,522 84 — Total fixed maturities $ 354 $ 1,714 $ 768 $ 114 Temporary Declines in Fair Value The Company evaluates declines in fair value below cost of each individual asset held in the perpetual care trusts on a quarterly basis. An aging of unrealized losses on the Company’s investments in debt and equity securities within the perpetual care trusts as of March 31, 2020 and December 31, 2019 is presented below (in thousands): Less than 12 months 12 months or more Total March 31, 2020 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 1,002 $ 58 $ 1,002 $ 58 Corporate debt securities 1,759 70 1,829 107 3,588 177 Total fixed maturities 1,759 70 2,831 165 4,590 235 Mutual funds—debt securities 12,800 1,016 19 162 12,819 1,178 Mutual funds—equity securities 7,476 6,517 7 207 7,483 6,724 Other investment funds 58,418 16,219 — — 58,418 16,219 Equity securities 17,006 18,259 5 13 17,011 18,272 Other invested assets — — 9 — 9 — Total $ 97,459 $ 42,081 $ 2,871 $ 547 $ 100,330 $ 42,628 Less than 12 months 12 months or more Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 291 $ 4 $ 942 $ 48 $ 1,233 $ 52 Corporate debt securities 463 46 1,887 96 2,350 142 Total fixed maturities 754 50 2,829 144 3,583 194 Mutual funds—debt securities 2,856 38 — — 2,856 38 Mutual funds—equity securities 566 66 — — 566 66 Other investment funds 53,426 5,472 — — 53,426 5,472 Equity securities 121 12 — — 121 12 Total $ 57,723 $ 5,638 $ 2,829 $ 144 $ 60,552 $ 5,782 For all securities in an unrealized loss position, the Company evaluated the severity of the impairment and length of time that a security has been in a loss position and concluded the decline in fair value below the asset’s cost was temporary in nature. In addition, the Company is not aware of any circumstances that would prevent the future market value recovery for these securities. Other-Than-Temporary Impairment of Trust Assets The Company assesses its perpetual care trust assets for other-than-temporary declines in fair value on a quarterly basis. During the three months ended March 31, 2020, the Company determined, based on its review, that there were no other-than-temporary impairments to the investment portfolio in the perpetual care trusts. It is reasonably possible that continued declines could change the Company’s conclusion regarding whether or not perpetual care trust assets are other-than-temporary impaired. During the three months ended March 31, 2019, the Company determined that there were 66 securities with an aggregate cost basis of approximately $29.2 million and an aggregate fair value of approximately $28.5 million, resulting in an impairment of $0.7 million, with such impairment considered to be other-than-temporary due to credit indicators. Accordingly, the Company adjusted the cost basis of these assets to their current value with the offset going against the liability for perpetual care trust corpus. | 8. PERPETUAL CARE TRUSTS At December 31, 2019 and 2018 the Company’s perpetual care trusts consisted of investments in debt and equity marketable securities and cash equivalents, both directly as well as through mutual and investment funds. All of these investments are carried at fair value. All of the investments subject to the fair value hierarchy are considered either Level 1 or Level 2 assets pursuant to the three-level hierarchy described in Note 18 Fair Value of Financial Instruments A reconciliation of the Company’s perpetual care trust activities for the year ended December 31, 2019 and 2018 is presented below (in thousands): Year ended December 31, 2019 2018 Balance—beginning of period $ 330,562 $ 339,928 Contributions 7,575 13,162 Distributions (20,598 ) (18,390 ) Interest and dividends 20,201 22,198 Capital gain distributions 2,112 808 Realized gains and losses, net 3,121 473 Other than temporary impairment (3,941 ) (18,038 ) Taxes (547 ) (237 ) Fees (3,176 ) (4,412 ) Unrealized change in fair value 10,780 (4,930 ) Total 346,089 330,562 Less: Assets held for sale (2,470 ) — Balance—end of period $ 343,619 $ 330,562 During the year ended December 31, 2019 and 2018, purchases of available for sale securities were approximately $46.4 million and $59.4 million, respectively. During the year ended December 31, 2019 and 2018, sales, maturities and paydowns of available for sale securities were approximately $29.0 million and $51.1 million, respectively. Cash flows from perpetual care trust related contracts are presented as operating cash flows in the Company’s consolidated statements of cash flows. The cost and market value associated with the assets held in the perpetual care trusts as of December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 50,358 $ — $ — $ 50,358 Fixed maturities: U.S. governmental securities 2 1,069 32 (52 ) 1,049 Corporate debt securities 2 2,020 22 (142 ) 1,900 Total fixed maturities 3,089 54 (194 ) 2,949 Mutual funds—debt securities 1 49,963 1,439 (38 ) 51,364 Mutual funds—equity securities 1 16,698 1,617 (66 ) 18,249 Other investment funds (1) 186,355 10,526 (5,472 ) 191,409 Equity securities 1 30,423 1,333 (12 ) 31,744 Other invested assets 2 16 — — 16 Total investments $ 336,902 $ 14,969 $ (5,782 ) $ 346,089 Less: Assets held for sale (2,416 ) (54 ) — (2,470 ) Total $ 334,486 $ 14,915 $ (5,782 ) $ 343,619 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Company’s consolidated balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019 there were $62.4 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 12,835 $ — $ — $ 12,835 Fixed maturities: U.S. governmental securities 2 960 4 (121 ) 843 Corporate debt securities 2 4,883 161 (321 ) 4,723 Total fixed maturities 5,843 165 (442 ) 5,566 Mutual funds—debt securities 1 108,451 227 (837 ) 107,841 Mutual funds—equity securities 1 19,660 304 (142 ) 19,822 Other investment funds (1) 165,284 3,039 (4,607 ) 163,716 Equity securities 1 20,025 826 (145 ) 20,706 Other invested assets 2 56 20 — 76 Total investments $ 332,154 $ 4,581 $ (6,173 ) $ 330,562 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Company’s consolidated balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from two to eight years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018 there were $94.5 million in unfunded investment commitments to the private credit funds, which are callable at any time. The contractual maturities of debt securities as of December 31, 2019 and December 31, 2018, were as follows below (in thousands): December 31, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 60 $ 192 $ 684 $ 114 Corporate debt securities 294 1,522 84 — Total fixed maturities $ 354 $ 1,714 $ 768 $ 114 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 416 $ 395 $ 32 Corporate debt securities 705 3,702 265 51 Total fixed maturities $ 705 $ 4,118 $ 660 $ 83 Temporary Declines in Fair Value The Company evaluates declines in fair value below cost of each individual asset held in the perpetual care trusts on a quarterly basis. An aging of unrealized losses on the Company’s investments in debt and equity securities within the perpetual care trusts as of December 31, 2019 and 2018 is presented below (in thousands): Less than 12 months 12 months or more Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 291 $ 4 $ 942 $ 48 $ 1,233 $ 52 Corporate debt securities 463 46 1,887 96 2,350 142 Total fixed maturities 754 50 2,829 144 3,583 194 Mutual funds—debt securities 2,856 38 — — 2,856 38 Mutual funds—equity securities 566 66 — — 566 66 Other investment funds 53,426 5,472 — — 53,426 5,472 Equity securities 121 12 — — 121 12 Total $ 57,723 $ 5,638 $ 2,829 $ 144 $ 60,552 $ 5,782 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 790 $ 121 $ 790 $ 121 Corporate debt securities 405 15 2,902 306 3,307 321 Total fixed maturities 405 15 3,692 427 4,097 442 Mutual funds—debt securities 21,867 591 2,814 246 24,681 837 Mutual funds—equity securities 1,382 141 — 1 1,382 142 Other investment funds 101,536 4,607 — — 101,536 4,607 Equity securities 241 16 583 129 824 145 Total $ 125,431 $ 5,370 $ 7,089 $ 803 $ 132,520 $ 6,173 For all securities in an unrealized loss position, the Company evaluated the severity of the impairment and length of time that a security has been in a loss position and concluded the decline in fair value below the asset’s cost was temporary in nature. In addition, the Company is not aware of any circumstances that would prevent the future market value recovery for these securities. Other-Than-Temporary Impairment of Trust Assets The Company assesses its perpetual care trust assets for other-than-temporary declines in fair value on a quarterly basis. During the year ended December 31, 2019, the Company determined that there were 79 securities with an aggregate cost basis of approximately $85.7 million and an aggregate fair value of approximately $81.8 million, resulting in an impairment of $3.9 million, with such impairment considered to be other-than-temporary. During the year ended December 31, 2018, the Company determined that there were 176 securities with an aggregate cost basis of approximately $181.4 million and an aggregate fair value of approximately $163.3 million, resulting in an impairment of $18.1 million, with such impairment considered to be other-than-temporary. Accordingly, the Company adjusted the cost basis of these assets to their current value with the offset going against the liability for perpetual care trust corpus in its consolidated balance sheet. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 9. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. Due to a decline in the market value of the Company and its significant under-performance relative to historical or projected future operating results noted during the nine months ended September 30, 2019, management conducted an interim goodwill impairment assessment as of September 30, 2019. As a result of such assessment, management concluded on November 4, 2019 that the carrying value of the only reporting unit to which the Company allocated its goodwill, Cemetery Operations, exceeded its fair value, and the Company’s goodwill was fully impaired as of September 30, 2019. The Company recognized a $24.9 million impairment charge included in Loss on goodwill impairment in the accompanying consolidated statement of operations for the year ended December 31, 2019. In 2018, the Company concluded goodwill was not impaired as part of its 2018 annual goodwill impairment testing. The changes in the carrying amounts of goodwill by reportable segment were as follows (in thousands): Cemetery Operations December 31, 2017 $ 24,862 Activity — December 31, 2018 24,862 Impairment of goodwill (24,862 ) December 31, 2019 $ — Intangible Assets The Company has intangible assets with finite lives recognized in connection with acquisitions and long-term lease, management and operating agreements. The Company amortizes these intangible assets over their estimated useful lives. The following table reflects the components of intangible assets at December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Intangible Assets Gross Carrying Amount Accumulated Amortization Net Intangible Assets Lease and management agreements $ 59,758 $ (5,561 ) $ 54,197 $ 59,758 $ (4,565 ) $ 55,193 Underlying contract value 2,593 (681 ) 1,912 6,239 (1,482 ) 4,757 Non-compete 406 (341 ) 65 2,853 (2,603 ) 250 Other intangible assets 269 (197 ) 72 1,577 (356 ) 1,221 Total intangible assets $ 63,026 $ (6,780 ) $ 56,246 $ 70,427 $ (9,006 ) $ 61,421 As a result of the adoption of ASU 2016-02 The following is estimated amortization expense related to intangible assets with finite lives for the fiscal years noted below (in thousands): 2020 $ 1,142 2021 $ 1,077 2022 $ 1,074 2023 $ 1,071 2024 $ 1,071 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
LONG-TERM DEBT | 9. LONG-TERM DEBT Total debt consisted of the following at the dates indicated (in thousands): March 31, 2020 December 31, 2019 9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024 $ 353,648 $ 380,619 Insurance and vehicle financing 2,282 574 Less deferred financing costs, net of accumulated amortization (12,348 ) (12,856 ) Total debt 343,582 368,337 Less current maturities (2,139 ) (374 ) Total long-term debt $ 341,443 $ 367,963 Senior Secured Notes On June 27, 2019, StoneMor Partners L.P. (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc. (“CFS West Virginia”) and, collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership (the “Guarantors”), the initial purchasers party thereto (the “Initial Purchasers”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) entered into an indenture (the “Original Indenture”) with respect to the 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024. On December 31, 2019, the Company, the subsidiary guarantors party thereto, the Issuers and the Trustee entered into the First Supplemental Indenture (the “First Supplemental Indenture”) and on January 30, 2020, the Company, LP Sub, the Issuers and the Trustee entered into the Second Supplemental Indenture (the “Second Supplemental Indenture” and, collectively with the Original Indenture and the First Supplemental Indenture, the “Indenture”). Pursuant to the terms of the Indenture, the Initial Purchasers purchased Senior Secured Notes in the aggregate principal amount of $385.0 million in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof. The gross proceeds from the sale of the Senior Secured Notes was $371.5 million, less advisor fees (including a placement agent fee of approximately $7.0 million), legal fees, mortgage costs and other closing expenses, as well as cash funds for collateralization of existing letters of credit and credit card needs under the former credit facility. The Issuers can elect to pay interest at either a fixed rate of 9.875% per annum in cash or, at their option through January 30, 2022, a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind by increasing the principal amount of the Senior Secured Notes or by issuing additional Senior Secured Notes. The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. The Company has the right and expects to pay quarterly interest at a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind through January 30, 2022. Interest is payable quarterly in arrears on the 30th day of each March, June, September and December, commencing September 30, 2019. The Senior Secured Notes mature on June 30, 2024. The Senior Secured Notes are senior secured obligations of the Issuers. The Issuers’ joint and several obligations under the Senior Secured Notes and the Indenture are jointly and severally guaranteed (the “Note Guarantees”) by the Company and each subsidiary of the Company (other than the Issuers except at to each other’s obligations under the Senior Secured Notes) that the Company has caused or will cause to become a Guarantor pursuant to the terms of the Indenture. In addition, the Issuers, the Guarantors and the Collateral Agent entered into a Collateral Agreement (the “Collateral Agreement”). Pursuant to the Indenture and the Collateral Agreement, the Issuers’ obligations under the Indenture and the Senior Secured Notes and the Guarantors’ Note Guarantees are secured by a first priority lien and security interest (subject to permitted liens and security interests) in substantially all of the assets of the Issuers and the Guarantors (other than the Company), whether now owned or hereafter acquired, excluding certain assets which include, among others: (a) trust and other fiduciary accounts and amounts required to be deposited or held therein and (b) unless encumbered by a mortgage existing on the date of the Indenture, owned and leased real property that (i) may not be pledged as a matter of law or without governmental approvals, (ii) is not operated or intended to be operated as a cemetery, crematory or funeral home or (iii) is the subject of specified immaterial leases. The Issuers may redeem the Senior Secured Notes at their option, in whole or in part, at any time for a redemption price equal to the principal balance thereof, accrued and unpaid interest thereon and, if applicable, a premium (the “Applicable Premium”) calculated as follows: • If redeemed before June 27, 2021, the sum of 4% of the principal amount so redeemed plus the excess of (i) the interest that would have accrued on the principal amount of the redeemed Senior Secured Notes from the redemption date through June 27, 2021 assuming an interest rate of 11.500% per annum over (ii) the interest that would have accrued on the principal amount of the redeemed Senior Secured Notes from the redemption date through June 27, 2021 at an interest rate equal to the then-applicable rate on United States Treasury securities for the period most nearly equaling that time period plus 0.50%; • If redeemed on or after June 27, 2021 and before June 27, 2022, 4% of the principal amount so redeemed; • If redeemed on or after June 27, 2022 and before June 27, 2023, 2% of the principal amount so redeemed; and • If redeemed on or after June 27, 2023, no premium will be payable. The Issuers are obligated to redeem the Senior Secured Notes with the net cash proceeds of certain dispositions described in the Indenture, tax refunds, insurance or condemnation proceeds and certain other extraordinary receipts. The redemption price for such redemptions is the principal balance of the Senior Secured Notes being redeemed, all accrued and unpaid interest thereon plus, with respect to redemptions from asset dispositions with net proceeds in excess of $55.0 million, an Applicable Premium of 2% of the principal amount so redeemed. As of March 31, 2020, the Issuers redeemed approximately $32.2 million of the Senior Secured Notes with the net cash proceeds from dispositions. The Issuers are also obligated to use 75% of any Excess Cash Flow, less any amount paid in any voluntary redemption of the Senior Secured Notes during the applicable period or subsequent thereto and prior to the applicable redemption date, to redeem the Senior Secured Notes at a redemption price equal to the principal balance thereof and all accrued and unpaid interest thereon. All interest payable in connection with the redemption of any the Senior Secured Notes is payable in cash. The Indenture requires the Issuers and the Guarantors, as applicable, to comply with various affirmative covenants regarding, among other matters, delivery to the Trustee of financial statements and certain other information or reports filed with the SEC and the maintenance and investment of trust funds and trust accounts into which certain sales proceeds are required by law to be deposited. The Indenture includes financial covenants pursuant to which the Issuers will not permit: • the ratio of the sum of the Operating Cash Flow Amount plus Cash Interest Expense to Cash Interest Expense, or the Consolidated Interest Coverage Ratio, for the nine months ended March 31, 2020 and the twelve months ending as of each date from June 30, 2020 onwards, as set forth below, to be less than: March 31, 2020 0.40x June 30, 2020 0.75x September 30, 2020 1.00x December 31, 2020 1.15x March 31, 2021 1.25x June 30, 2021 1.30x September 30, 2021 1.35x December 31, 2021 1.45x March 31, 2022 and each quarter end thereafter 1.50x • the aggregate amount of Capital Expenditures for the prior four fiscal quarters as of the last day of any fiscal quarter beginning with the fiscal quarter ended September 30, 2019 to be more than $20.0 million; • the average daily balance of Unrestricted Cash and unrestricted Permitted Investments of the Company and its subsidiaries as of the end of any day for any 10-business • the ratio of the (a) the sum of Unrestricted Cash, accounts receivable and merchandise trust account balances to (b) the aggregate principal or face amount of Consolidated Funded Indebtedness, or Asset Coverage Test, for the applicable measurement period as of the last day of any fiscal quarter to be less than 1.60:1.00. The Indenture requires the Issuers and the Guarantors, as applicable, to comply with certain other covenants including, but not limited to, covenants that, subject to certain exceptions, limit the Issuers’ and the Guarantors’ ability to: (i) incur additional indebtedness; (ii) grant liens; (iii) engage in certain sale/leaseback, merger, consolidation or asset sale transactions; (iv) make certain investments; (v) pay dividends or make distributions; (vi) engage in affiliate transactions and (vii) amend its organizational documents. The Indenture provides for certain events of default, the occurrence and continuation of which could, subject to certain conditions, cause all amounts owing under the Senior Secured Notes to become due and payable, including but not limited to the following: • failure by the Issuers to pay any interest on any Senior Secured Note when it becomes due and payable that remains uncured for five business days; • failure by the Issuers to pay the principal on any of the Senior Secured Notes when it becomes due and payable, whether at the due date thereof, at a date fixed for redemption, by acceleration or otherwise; • failure by the Issuers to comply with the agreement and covenants relating to maintenance of its legal existence, providing notice of any default or event of default or use of proceeds from the sale of the Senior Secured Notes or any of the negative covenants in the Indenture; • failure by the Issuers to comply with any other agreement or covenant contained in the Indenture, the Collateral Agreement or any other Note Document that remains uncured for a period of 15 days after the earlier of written notice and request for cure from the Trustee or holders of at least 25% of the aggregate principal amount of the Senior Secured Notes; • the acceleration of or the failure to pay at final maturity indebtedness (other than the Senior Secured Notes) in a principal amount exceeding $5.0 million; • the occurrence of a Change in Control; • certain bankruptcy or insolvency proceedings involving an Issuer or any subsidiary; and • failure by the Company or any subsidiary to maintain one or more licenses, permits or similar approvals for the conduct of its business where the sum of the revenue associated therewith represents the lesser of (i) 15% of the Company and its subsidiaries’ consolidated revenue and (ii) $30.0 million, and such breach is not cured within 30 days. At the option of holders holding a majority of the outstanding principal amount of the Senior Secured Notes (and automatically upon any default for failure to pay principal of the Senior Secured Notes when due and payable or certain bankruptcy or insolvency proceedings involving an Issuer), the interest rate on the Senior Secured Notes will increase to 13.50% per annum, payable in cash. As of March 31, 2020, the Company was in compliance with the covenants of the Indenture. On April 1, 2020, the Issuers and the Trustee entered into the Third Supplemental Indenture to the Indenture (the “Supplemental Indenture”), pursuant to which certain financial covenants and the premium payable upon voluntary redemption of the Senior Secured Notes in the Indenture were amended. For further details, see Note 18 Subsequent Events Deferred Financing Costs For the three months ended March 31, 2020 and 2019, the Company recognized $0.7 million and $1.5 million, respectively, of amortization of deferred financing fees on its various debt facilities. | 10. LONG-TERM DEBT Total debt consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024 $ 380,619 $ — 7.875% Senior Notes, due June 2021 — 173,613 Credit facility — 155,739 Notes payable—acquisition debt — 92 Insurance and vehicle financing 574 1,294 Less deferred financing costs, net of accumulated amortization (12,856 ) (9,692 ) Total debt 368,337 321,046 Less current maturities (374 ) (798 ) Total long-term debt $ 367,963 $ 320,248 Senior Secured Notes On June 27, 2019, StoneMor Partners L.P. (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc. (collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership, the initial purchasers party thereto (the “Initial Purchasers”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) entered into an indenture (the “Original Indenture”) with respect to the 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024. On December 31, 2019, the Company, the subsidiary guarantors party thereto, the Issuers and the Trustee entered into the First Supplemental Indenture (the “First Supplemental Indenture”) and on January 30, 2020, the Company, LP Sub, the Issuers and the Trustee entered into the Second Supplemental Indenture (the “Second Supplemental Indenture” and, collectively with the Original Indenture and the First Supplemental Indenture, the “Indenture”). Pursuant to the terms of the Indenture, the Initial Purchasers purchased Senior Secured Notes in the aggregate principal amount of $385.0 million in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof. The gross proceeds from the sale of the Senior Secured Notes was $371.5 million, less advisor fees (including a placement agent fee of approximately $7.0 million), legal fees, mortgage costs and other closing expenses, as well as cash funds for collateralization of existing letters of credit and credit card needs under the former credit facility. The Issuers can elect to pay interest at either a fixed rate of 9.875% per annum in cash or, at their option through January 30, 2022, a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind by increasing the principal amount of the Senior Secured Notes or by issuing additional Senior Secured Notes. The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. The Company has the right and expects to pay quarterly interest at a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind through January 30, 2022. Interest is payable quarterly in arrears on the 30th day of each March, June, September and December, commencing September 30, 2019. The Senior Secured Notes mature on June 30, 2024. The Senior Secured Notes are senior secured obligations of the Issuers. The Issuers’ joint and several obligations under the Senior Secured Notes and the Indenture are jointly and severally guaranteed (the “Note Guarantees”) by the Company and by each subsidiary of the Company (other than the Issuers except as to each other’s obligations under the Senior Secured Notes) that the Company has caused or will cause to become a guarantor pursuant to the terms of the Indenture (collectively, the “Guarantors”). In addition, the Issuers, the Guarantors and the Collateral Agent entered into a Collateral Agreement (as supplemented, the “Collateral Agreement”). Pursuant to the Indenture and the Collateral Agreement, the Issuers’ obligations under the Indenture and the Senior Secured Notes and the Guarantors’ Note Guarantees are secured by a first priority lien and security interest (subject to permitted liens and security interests) in substantially all of the assets of the Issuers and the Guarantors (other than the Company), whether now owned or hereafter acquired, excluding certain assets which include, among others: (a) trust and other fiduciary accounts and amounts required to be deposited or held therein and (b) unless encumbered by a mortgage existing on the date of the Indenture, owned and leased real property that (i) may not be pledged as a matter of law or without governmental approvals, (ii) is not operated or intended to be operated as a cemetery, crematory or funeral home or (iii) is the subject of specified immaterial leases. The Issuers may redeem the Senior Secured Notes at their option, in whole or in part, at any time for a redemption price equal to the principal balance thereof, accrued and unpaid interest thereon and, if applicable, a premium (the “Applicable Premium”) calculated as follows: • If redeemed before June 27, 2021, the sum of 4% of the principal amount so redeemed plus the excess of (i) the interest that would have accrued on the principal amount of the redeemed Senior Secured Notes from the redemption date through June 27, 2021 assuming an interest rate of 11.500% per annum over (ii) the interest that would have accrued on the principal amount of the redeemed Senior Secured Notes from the redemption date through June 27, 2021 at an interest rate equal to the then-applicable rate on United States Treasury securities for the period most nearly equaling that time period plus 0.50%; • If redeemed on or after June 27, 2021 and before June 27, 2022, 4% of the principal amount so redeemed; • If redeemed on or after June 27, 2022 and before June 27, 2023, 2% of the principal amount so redeemed; and • If redeemed on or after June 27, 2023, no premium will be payable. The Issuers are obligated to redeem the Senior Secured Notes with the net cash proceeds of certain dispositions described in the Indenture, tax refunds, insurance or condemnation proceeds and certain other extraordinary receipts. The redemption price for such redemptions is the principal balance of the Senior Secured Notes being redeemed, all accrued and unpaid interest thereon plus, with respect to redemptions from asset dispositions with net proceeds in excess of $55.0 million, an Applicable Premium of 2% of the principal amount so redeemed. The Issuers are also obligated to use 75% of any Excess Cash Flow, less any amount paid in any voluntary redemption of the Senior Secured Notes during the applicable period or subsequent thereto and prior to the applicable redemption date, to redeem the Senior Secured Notes at a redemption price equal to the principal balance thereof and all accrued and unpaid interest thereon. All interest payable in connection with the redemption of any the Senior Secured Notes is payable in cash. The Indenture requires the Issuers and the Guarantors, as applicable, to comply with various affirmative covenants regarding, among other matters, delivery to the Trustee of financial statements and certain other information or reports filed with the Securities and Exchange Commission (the “SEC”) and the maintenance and investment of trust funds and trust accounts into which certain sales proceeds are required by law to be deposited. The Indenture includes financial covenants pursuant to which the Issuers will not permit: • the Operating Cash Flow Amount for the six months ending December 31, 2019 to be less than $20.0 million; • the ratio of the sum of the Operating Cash Flow Amount plus Cash Interest Expense to Cash Interest Expense, or the Consolidated Interest Coverage Ratio, for the nine months ended March 31, 2020 and the twelve months ending as of each date from June 30, 2020 onwards, as set forth below, to be less than: March 31, 2020 0.40x June 30, 2020 0.75x September 30, 2020 1.00x December 31, 2020 1.15x March 31, 2021 1.25x June 30, 2021 1.30x September 30, 2021 1.35x December 31, 2021 1.45x March 31, 2022 and each quarter end thereafter 1.50x • the aggregate amount of Capital Expenditures for the prior four fiscal quarters as of the last day of any fiscal quarter beginning with the fiscal quarter ending September 30, 2019 to be more than $20.0 million; • the average daily balance of Unrestricted Cash and unrestricted Permitted Investments of the Company and its subsidiaries as of the end of any day for any 10-business • the ratio of the (a) the sum of Unrestricted Cash, accounts receivable and merchandise trust account balances to (b) the aggregate principal or face amount of Consolidated Funded Indebtedness, or Asset Coverage Test, for the applicable measurement period as of the last day of any fiscal quarter beginning with the fiscal quarter ending September 30, 2019, to be less than 1.60:1.00. The Indenture requires the Issuers and the Guarantors, as applicable, to comply with certain other covenants including, but not limited to, covenants that, subject to certain exceptions, limit the Issuers’ and the Guarantors’ ability to: (i) incur additional indebtedness; (ii) grant liens; (iii) engage in certain sale/leaseback, merger, consolidation or asset sale transactions; (iv) make certain investments; (v) pay dividends or make distributions; (vi) engage in affiliate transactions and (vii) amend its organizational documents. The Indenture provides for certain events of default, the occurrence and continuation of which could, subject to certain conditions, cause all amounts owing under the Senior Secured Notes to become due and payable, including but not limited to the following: • failure by the Issuers to pay any interest on any Senior Secured Note when it becomes due and payable that remains uncured for five business days; • failure by the Issuers to pay the principal of any of the Senior Secured Notes when it becomes due and payable, whether at the due date thereof, at a date fixed for redemption, by acceleration or otherwise; • failure by the Issuers to comply with the agreement and covenants relating to maintenance of its legal existence, providing notice of any default or event of default or use of proceeds from the sale of the Senior Secured Notes or any of the negative covenants in the Indenture; • failure by the Issuers to comply with any other agreement or covenant contained in the Indenture, the Collateral Agreement or any other Note Document that remains uncured for a period of 15 days after the earlier of written notice and request for cure from the Trustee or holders of at least 25% of the aggregate principal amount of the Senior Secured Notes; • the acceleration of or the failure to pay at final maturity indebtedness (other than the Senior Secured Notes) in a principal amount exceeding $5.0 million; • the occurrence of a Change in Control; • certain bankruptcy or insolvency proceedings involving an Issuer or any subsidiary; and • failure by the Company or any subsidiary to maintain one or more licenses, permits or similar approvals for the conduct of its business where the sum of the revenue associated therewith represents the lesser of (i) 15% of the Company and its subsidiaries consolidated revenue and (ii) $30.0 million, and such breach is not cured within 30 days. At the option of holders holding a majority of the outstanding principal amount of the Senior Secured Notes (and automatically upon any default for failure to pay principal of the Senior Secured Notes when due and payable or certain bankruptcy or insolvency proceedings involving an Issuer), the interest rate on the Senior Secured Notes will increase to 13.50% per annum, payable in cash. As of December 31, 2019, the Company was in compliance with the covenants of the Indenture. On April 1, 2020, the Issuers and the Trustee entered into the Third Supplemental Indenture to the Indenture (the “Supplemental Indenture”), pursuant to which certain financial covenants and the premium payable upon voluntary redemption of the Senior Secured Notes in the Indenture were amended. For further details, see Note 26 Subsequent Events Registration Rights Agreement In connection with the sale of the Senior Secured Notes, on June 27, 2019, the Issuers, the Guarantors party thereto and the Initial Purchasers entered into a Registration Rights Agreement (the “Notes Registration Rights Agreement”), pursuant to which the Issuers and the Guarantors agreed, for the benefit of the holders of the Notes, to use their commercially reasonable efforts to file a registration statement with the SEC with respect to a registered offer to exchange the Senior Secured Notes for new “exchange” notes having terms substantially identical in all material respects to the Senior Secured Notes, with certain exceptions (the “Exchange Offer”). The Issuers agreed to use their commercially reasonable efforts (i) to consummate the Exchange Offer on or before July 14, 2020 (the “Exchange Date”) and (ii) upon the occurrence of certain events described in the Notes Registration Rights Agreement which result in the inability to consummate the Exchange Offer, to cause a shelf registration statement covering resales of the Notes to be declared effective. If the Issuers had failed to comply with their obligations under the Notes Registration Rights Agreement, additional interest would have accrued on the Notes at a rate of 0.25% per annum (increasing by an additional 0.25% per annum with respect to each subsequent 90-day period Deferred Financing Costs In February 2019, the Company entered into the Eighth Amendment and Waiver to the original agreement for its revolving credit facility dated August 4, 2016 (the “Tranche B Revolving Credit Facility”). In connection with the Tranche B Revolving Credit Facility, the Company incurred debt issuance costs and fees of approximately $3.1 million, which was being amortized over the life of the Tranche B Revolving Credit Facility, using the effective interest method. In connection with the issuance of the Senior Secured Notes, the Company incurred debt issuance costs and fees of approximately $14.3 million during the year ended December 31, 2019, which have been deferred and are being amortized over the life of the Senior Secured Notes, using the effective interest method. In connection with the retirement of all of its revolving credit facilities and its $175.0 million 7.875% senior notes due 2021, the Company wrote-off For the years ended December 31, 2019 and 2018, the Company recognized $7.3 million and $3.2 million of amortization of deferred financing fees on its various debt facilities. |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED UNITS AND OWNERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Federal Home Loan Banks [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED UNITS AND OWNERS' EQUITY | 11. REDEEMABLE CONVERTIBLE PREFERRED UNITS AND OWNERS’ EQUITY Redeemable Convertible Preferred Units On June 27, 2019, the Partnership completed the Preferred Offering pursuant to which it sold an aggregate of 52,083,333 Preferred Units at a purchase price of $1.1040 per Preferred Unit, reflecting an 8% discount to the liquidation preference of each Preferred Unit, for an aggregate purchase price of $57.5 million. Pursuant to the Series A Purchase Agreement, the Partnership filed a registration statement on Form S-1 On December 31, 2019, in connection with the consummation of the C-Corporation Capital Stock Effective as of the C-Corporation Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders, will have the exclusive right to vote for the election of directors and do not have cumulative voting rights. In the event of any liquidation, dissolution or winding-up of The Company’s Board of Directors (the “Board”) is authorized, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of Preferred Stock covering up to an aggregate of 10,000,000 shares of Preferred Stock. Each class or series of Preferred Stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of Preferred Stock will not be entitled to vote at or receive notice of any meeting of stockholders. Subsequent Events On April 1, 2020, the Issuers and the Trustee entered into the Supplemental Indenture, pursuant to which the Issuers agreed to cause the Company to use its best efforts to effectuate an offering to holders of Common Stock of transferable rights to purchase their pro rata share of shares of Common Stock with an aggregate exercise price of at least $17 million at a price of $0.73 per share, as promptly as practicable with an expiration date no later than July 24, 2020 and to receive proceeds of not less than $8.2 million therefrom. Concurrently, the Company entered into a letter agreement with Axar (the “Axar Commitment”), pursuant to which Axar agreed to purchase shares of the Company’s Series A Preferred Stock with an aggregate purchase price of $8.8 million on April 3, 2020. As contemplated by the Axar Commitment, on April 3, 2020, the Company sold an aggregate of 176 shares of Series A Preferred Stock to the 2020 Purchasers for an aggregate purchase price of $8.8 million pursuant to the terms of a Series A Preferred Stock Purchase Agreement (the “2020 Preferred Purchase Agreement”) by and among the Company and the purchasers party thereto. For further details, see Note 26 Subsequent Events |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. INCOME TAXES Prior to December 31, 2019, the Company was not subject to U.S. federal income tax and most state income taxes, as it was structured as a master limited partnership. The taxable income for the Company flowed through to the partners for the fiscal years prior to January 1, 2020 and could vary from the net income reported on the Company’s consolidated statements of operations for the year ended December 31, 2019 and 2018. Since the Company consummated the C-Corporation C-Corporation C-Corporation Additionally, prior to the C-corporation C-Corporation C-Corporation Income tax (expense) benefit for the years ended December 31, 2019 and 2018 consisted of the following (in thousands): Years Ended December 31, 2019 2018 Current provision: State $ (73 ) $ (693 ) Federal — — Foreign (187 ) (101 ) Total (260 ) (794 ) Deferred provision: State (6,704 ) (23 ) Federal (21,210 ) 2,725 Foreign (30 ) (111 ) Total (27,944 ) 2,591 Total income tax (expense) benefit $ (28,204 ) $ 1,797 A reconciliation of the federal statutory tax rate to the Company’s effective tax rate is as follows: Years Ended December 31, 2019 2018 Computed tax provision (benefit) at the applicable statutory tax rate 21.0 % 21.0 % State and local taxes net of federal income tax benefit (4.5 )% (1.1 )% Tax exempt (income) loss (1.2 )% (1.5 )% Change in current year valuation allowance (8.0 )% (18.3 )% Company’s earnings not subject to tax (0.2 )% 2.0 % Changes in tax due to Tax Act and ASC 606 retroactive impact — % 0.5 % Change in tax status (27.2 )% — % Permanent differences (2.7 )% (0.1 )% Other — % — % Effective tax rate (22.8 )% 2.5 % The effective tax rate increased as a result of the deferred tax liabilities the Company had to record in connection with the C-Corporation Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Prepaid expenses $ 13,010 $ 5,102 State net operating loss 26,121 24,162 Federal net operating loss 88,818 84,017 Foreign net operating loss 8,656 2,106 Other 55 55 Valuation allowance (103,336 ) (89,066 ) Total deferred tax assets 33,324 26,376 Deferred tax liabilities: Property, plant and equipment 28,399 2,119 Deferred revenue related to future revenues and accounts receivable 33,582 25,021 Deferred revenue related to cemetery property 5,875 5,825 Total deferred tax liabilities 67,856 32,965 Net deferred tax liabilities $ 34,532 $ 6,589 Net deferred tax assets and liabilities were classified on the consolidated balance sheets as follows (in thousands): December 31, 2019 2018 Deferred tax assets $ 81 $ 86 Noncurrent assets 81 86 Deferred tax assets 33,243 26,290 Deferred tax liabilities 67,856 32,965 Noncurrent liabilities 34,613 6,675 Net deferred tax liabilities $ 34,532 $ 6,589 At December 31, 2019, the Company had available approximately $0.1 million of alternative minimum tax credit carryforwards and approximately $423.0 million and $542.0 million of federal and state net operating loss (“NOL”) carryforwards, respectively, 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. The vast majority of the Company’s taxable subsidiaries continue to accumulate deferred tax assets that on a more likely than not basis will not be realized. A full valuation allowance continues to be maintained on these taxable subsidiaries. Along with other previous transfers of the Company’s interests, the Company believes the Recapitalization Transactions in June 2019 caused an “ownership change” for income tax purposes, which significantly limits the Company’s ability to use NOLs and certain other tax assets to offset future taxable income. The valuation allowance increased in 2019 due to management’s evaluation of the future limitation on the Company’s ability to offset future deferred tax liabilities with net operating loss carryovers and certain other deferred tax assets. The valuation allowance increased in 2018 due to increases in deferred tax assets that are not more likely than not expected to be realized. At December 31, 2019, based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believed it was more likely than not that the Company will realize the benefits of these deductible differences. The amount of deferred tax assets considered realizable could be reduced in the future if estimates of future taxable income during the carryforward period are reduced. In accordance with applicable accounting standards, the Company recognizes only the impact of income tax positions that, based upon their merits, are more likely than not to be sustained upon audit by a taxing authority. To evaluate its current tax positions in order to identify any material uncertain tax positions, the Company developed a policy of identifying and evaluating uncertain tax positions that considers support for each tax position, industry standards, tax return disclosures and schedules and the significance of each position. It is the Company’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. At December 31, 2019 and 2018, the Company had no material uncertain tax positions. The Company is not currently under tax examination by any federal jurisdictions or state income tax jurisdictions. In general, the federal statute of limitations and certain state statutes of limitations are open from 2016 forward. For entities with net operating loss carryovers the statute of limitations is extended to 2013 to the extent of the net operating loss carryover. |
DEFERRED REVENUES AND COSTS
DEFERRED REVENUES AND COSTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
DEFERRED REVENUES AND COSTS | 11. DEFERRED REVENUES AND COSTS The Company defers revenues and all direct costs associated with the sale of pre-need pre-need pre-need Deferred revenues and related costs consisted of the following (in thousands): March 31, 2020 December 31, 2019 Deferred contract revenues $ 819,147 $ 837,190 Deferred merchandise trust revenue 97,910 104,304 Deferred merchandise trust unrealized gains (losses) (49,650 ) 7,881 Deferred revenues $ 867,407 $ 949,375 Deferred selling and obtaining costs $ 113,611 $ 114,944 For the three months ended March 31, 2020 and March 31, 2019, the Company recognized $19.9 million and $22.6 million of the customer contract liabilities balance that existed at December 31, 2019 and 2018 as revenue. The components of the customer contract liabilities, net in the Company’s consolidated balance sheets at March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Customer contract liabilities, gross $ 889,868 $ 974,927 Amounts due from customers for unfulfilled performance obligations on cancellable pre-need (22,461 ) (25,552 ) Customer contract liabilities, net $ 867,407 $ 949,375 The Company expects to service approximately 55% of its deferred revenue in the first 4-5 years | 13. DEFERRED REVENUES AND COSTS The Company defers revenues and all direct costs associated with the sale of pre-need pre-need pre-need Deferred revenues and related costs consisted of the following (in thousands): December 31, 2019 December 31, 2018 Deferred contract revenues $ 837,190 $ 835,922 Deferred merchandise trust revenue 104,304 92,718 Deferred merchandise trust unrealized gains (losses) 7,881 (9,034 ) Deferred revenues $ 949,375 $ 919,606 Deferred selling and obtaining costs $ 114,944 $ 113,644 For the years ended December 31, 2019 and 2018, the Company recognized $64.1 million and $58.7 million, respectively, of the customer contract liabilities balance that existed at December 31, 2018 and 2017, respectively, as revenue. The components of the customer contract liabilities, net in the Company’s consolidated balance sheets at December 31, 2019 and December 31, 2018 were as follows (in thousands): December 31, 2019 December 31, 2018 Customer contract liabilities, gross $ 974,927 $ 943,028 Amounts due from customers for unfulfilled performance obligations on cancellable pre-need (25,552 ) (23,422 ) Customer contract liabilities, net $ 949,375 $ 919,606 The Company expects to service approximately 55% of its deferred revenue that existed at December 31, 2019 and 2018 in the first 4-5 years |
LONG-TERM INCENTIVE PLAN
LONG-TERM INCENTIVE PLAN | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
LONG-TERM INCENTIVE PLAN | 14. LONG-TERM INCENTIVE PLAN The Board previously adopted the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “2014 Plan”). Effective August 22, 2018, the Board amended and restated the 2014 Plan (the “2018 Plan”). On March 27, 2019, the Board amended and restated the 2018 Plan (the “2019 Plan”) to (i) increase the number of common units of the Company reserved for issuance under the 2019 Plan and (ii) make certain other clarifying changes and updates to the 2019 Plan. The 2019 Plan permitted the grant of awards covering a total of 4,000,000 common units of the Company. A “unit” under the 2019 Plan was defined as a common unit of the Company and such other securities as may be substituted or resubstituted for common units of the Company, including but not limited to shares of the Company’s common stock. On December 18, 2019, the Board approved the first amendment to the 2019 Plan, which permits the grant of awards covering a total of 8,500,000 common units of the Company. On December 31, 2019, the Board approved the assumption of the 2019 Plan and all outstanding awards thereunder by the Company in connection with the C-Corporation Phantom unit and restricted unit awards On April 15, 2019, the Compensation, Nominating and Governance Committee (the “Compensation Committee”) approved the award of 1,015,047 phantom unit awards consisting of 494,421 phantom units subject to time-based vesting (“TVUs”) and 520,626 phantom units subject to performance-based vesting (“PVUs”) to certain members of the Company’s senior management. The TVUs had a vesting period equal to three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2020. The PVUs vested based on the extent, if any, to which the Compensation Committee determines that the performance conditions established by the Compensation Committee for calendar years 2019, 2020 and 2021 have been achieved or waived in writing, as follows: • if the “threshold” performance condition with respect to a calendar year has been achieved or waived but not the “target” condition, then 25% of the PVUs subject to vesting with respect to such year (rounded down to the nearest whole phantom unit) shall vest; • if the “target” performance condition with respect to a calendar year has been achieved or waived, then 50% of the PVUs subject to vesting with respect to such year shall vest; and • if the “maximum” performance condition with respect to a calendar year has been achieved or waived, then 100% of the PVUs subject to vesting with respect to such year shall vest. Also on April 15, 2019, an additional 275,000 restricted units were awarded to an officer of the Company pursuant to his employment agreement that were scheduled to vest in equal quarterly installments over a four year period commencing July 15, 2019, the three month anniversary of the grant date. The Recapitalization Transactions, described in Note 1 General In addition, an aggregate of 238,554 phantom units issued under the LTIP and held in deferred compensation accounts for certain directors that either became payable as a result of the Recapitalization Transactions or had previously become payable were issued in the third quarter of 2019. A rollforward of phantom unit and restricted unit awards as of December 31, 2019 is as follows: Number of Weighted Total non-vested 1,029,638 $ 7.49 Units issued 1,381,572 2.86 Units vested (1,819,131 ) 5.16 Units forfeited (32,861 ) 6.68 Total non-vested 559,218 $ 3.67 For the years ended December 31, 2019 and 2018, the Company recognized $3.6 million and $2.4 million, respectively, of non-cash Non-qualified On December 18, 2019, the Compensation Committee approved the granting of unit options to employees of the Company, including certain members of senior management to purchase an aggregate of 5.5 million common units at an exercise price of $1.20 per unit. The option awards vest in three equal annual installments on each December 18 (or first business day thereafter) commencing on December 18, 2020, provided that the recipient remains employed by the Company. The Company measured the option awards at their grant-date fair value utilizing the Black-Scholes model and will recognize stock compensation expense on a straight-line basis over the weighted-average service period, which is expected to be three years. The option awards expire no later than 10 years from the date of grant. A rollforward of stock options as of December 31, 2019 is as follows: Number of Weighted Weighted Total outstanding at December 31, 2018 — $ — $ — Options granted 5,500,000 0.34 1.20 Options exercisable — — — Options exercised — — — Options forfeited — — — Options expired — — — Total outstanding at December 31, 2019 5,500,000 $ 0.34 $ 1.20 For the years ended December 31, 2019 and 2018, non-cash Assumptions used in calculating the fair value of the stock options granted during the year are summarized below: 2019 Valuation assumptions: Expected dividend yield None Expected volatility 23.41 % Expected term (years) 6.0 Risk-free interest rate 1.78 % Weighted average: Exercise price per stock option $ 1.20 Market price per share $ 1.23 Weighted average fair value per stock option $ 0.34 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Legal The Partnership remains subject to state law derivative claims that certain of the Partnership’s officers and directors breached their fiduciary duty to the Partnership and its unitholders. The Company could also become subject to additional claims and legal proceedings relating to the factual allegations made in these actions. While management cannot reasonably estimate the potential exposure in these matters at this time, if we do not prevail in any such proceedings, we could be required to pay substantial damages or settlement costs, subject to certain insurance coverages. Management has determined that, based on the status of the claims and legal proceedings against the Company, the amount of the potential losses cannot be reasonably estimated at this time. These actions are summarized below. • Bunim v. Miller, et al., No. 2:17-cv-519-ER, non-GAAP • Muth v. StoneMor G.P. LLC, et al., December Term, 2016, No. 1196 and Binder v. StoneMor G.P. LLC, et al., January Term, 2017, No. 4872, both pending in the Court of Common Pleas for Philadelphia County, Pennsylvania, and filed on December 20, 2016 and February 3, 2017, respectively. In these cases, the plaintiffs brought, derivatively on behalf of the Partnership, claims that the officers and directors of StoneMor GP aided and abetted in breaches of the StoneMor GP’s purported fiduciary duties by, among other things and in general, allegedly making misrepresentations through the use of non-GAAP The Company is party to other 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 adverse effect on its financial position, results of operations or cash flows. The Company carries insurance with coverage and coverage limits that it believes to be customary in the cemetery and funeral home industry. Although there can be no assurance that such insurance will be sufficient to protect the Company against all contingencies, Management believes that the insurance protection is reasonable in view of the nature and scope of the Company’s operations. Other In connection with the Company’s 2014 lease and management agreements with the Archdiocese of Philadelphia, it has committed to pay aggregate fixed rent of $36.0 million in the following amounts: Lease Years 1-5 2014-May None Lease Years 6-20 2019-May $1,000,000 per Lease Year Lease Years 21-25 2034-May $1,200,000 per Lease Year Lease Years 26-35 2039-May $1,500,000 per Lease Year Lease Years 36-60 2049-May None The fixed rent for lease years six through 11, an aggregate of $6.0 million, is deferred. If prior to May 31, 2025, the Archdiocese terminates the agreements in accordance with their terms during lease year 11 or the Company terminates the agreements as a result of a default by the Archdiocese, the Company is entitled to retain the deferred fixed rent. If the agreements are not terminated, the deferred fixed rent will become due and payable on or before June 30, 2025. | 15. COMMITMENTS AND CONTINGENCIES Legal The Partnership remains subject to state law derivative claims that certain of the Partnership’s officers and directors breached their fiduciary duty to the Partnership and its unitholders. The Company could also become subject to additional claims and legal proceedings relating to the factual allegations made in these actions. While management cannot reasonably estimate the potential exposure in these matters at this time, if we do not prevail in any such proceedings, we could be required to pay substantial damages or settlement costs, subject to certain insurance coverages. Management has determined that, based on the status of the claims and legal proceedings against the Company, the amount of the potential losses cannot be reasonably estimated at this time. These actions are summarized below. • Bunim v. Miller, et al., No. 2:17-cv-519-ER, non-GAAP • Muth v. StoneMor G.P. LLC, et al., December Term, 2016, No. 1196 and Binder v. StoneMor G.P. LLC, et al., January Term, 2017, No. 4872, both pending in the Court of Common Pleas for Philadelphia County, Pennsylvania, and filed on December 20, 2016 and February 3, 2017, respectively. In these cases, the plaintiffs brought, derivatively on behalf of the Partnership, claims that the officers and directors of the Partnership’s general partner aided and abetted in breaches of the general partner’s purported fiduciary duties by, among other things and in general, allegedly making misrepresentations through the use of non-GAAP The Partnership had also been subject to consolidated class actions in the United States District Court for the Eastern District of Philadelphia alleging various violations under the Exchange Act. Anderson v. StoneMor Partners, LP, et al., No. 2:16-cv-6111, 2:16-cv-6275, On December 11, 2019, the Company entered into a settlement with the SEC with respect to alleged violations of the reporting, books and records, internal accounting controls and related provisions of the federal securities laws that occurred prior to 2017 under the Company’s former management team (the “Settlement”). Pursuant to the terms of the Settlement, which resolved the matters that were the subject of the previously reported investigation by the SEC’s Enforcement Division, and without admitting or denying the findings in the Settlement: (i) the Company and GP Holdings consented to a cease and desist order with respect to violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and the regulations promulgated thereunder, and (ii) GP Holdings agreed to pay a civil penalty of $250,000, which was paid with the proceeds of an intercompany loan. The Company is party to other 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 adverse effect on its financial position, results of operations or cash flows. The Company carries insurance with coverage and coverage limits that it believes to be customary in the cemetery and funeral home industry. Although there can be no assurance that such insurance will be sufficient to protect the Company against all contingencies, Management believes that the insurance protection is reasonable in view of the nature and scope of the Company’s operations. Other In connection with the Partnership’s 2014 lease and management agreements with the Archdiocese of Philadelphia, it has committed to pay aggregate fixed rent of $36.0 million in the following amounts: Lease Years 1-5 2014-May None Lease Years 6-20 2019-May $1,000,000 per Lease Year Lease Years 21-25 2034-May $1,200,000 per Lease Year Lease Years 26-35 2039-May $1,500,000 per Lease Year Lease Years 36-60 2049-May None The fixed rent for lease years six through 11, an aggregate of $6.0 million, is deferred. If prior to May 31, 2025, the Archdiocese terminates the agreements in accordance with their terms during lease year 11 or the Company terminates the agreements as a result of a default by the Archdiocese, the Company is entitled to retain the deferred fixed rent. If the agreements are not terminated, the deferred fixed rent will become due and payable on or before June 30, 2025. |
EXIT AND DISPOSAL ACTIVITIES
EXIT AND DISPOSAL ACTIVITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | ||
EXIT AND DISPOSAL ACTIVITIES | 3. EXIT AND DISPOSAL ACTIVITIES In January 2019, the Company announced a profit improvement initiative as part of its ongoing organizational review. This profit improvement initiative was intended to further integrate, streamline and optimize the Company’s operations. As part of this profit improvement initiative, during 2019 the Company undertook certain cost reduction initiatives, which included a reduction of approximately 200 positions of its workforce within its field operations and corporate functions in its headquarters located in Trevose, Pennsylvania. The following table summarizes the activity in the severance liability recognized for this reduction in workforce in the accompanying consolidated balance sheets as of March 31, 2020, by reportable segment (in thousands): Cemetery Funeral Home Corporate Consolidated Balance at December 31, 2019 $ 86 $ — $ 64 $ 150 Accruals — — — — Cash payments (86 ) — (64 ) (150 ) Balance at March 31, 2020 $ — $ — $ — $ — The Company does not expect to incur any additional charges related to this reduction in workforce. Refer to Note 18 Subsequent Events | 16. EXIT AND DISPOSAL ACTIVITIES On January 31, 2019, the Company announced a profit improvement initiative as part of its ongoing organizational review. This profit improvement initiative was intended to further integrate, streamline and optimize the Company’s operations. As part of this profit improvement initiative, during 2019 the Company undertook certain cost reduction initiatives, which included a reduction of approximately 200 positions of its workforce within its field operations and corporate functions in its headquarters located in Trevose, Pennsylvania. The Company recognized severance expense of $1.5 million for this reduction in workforce, which is included in Cemetery expense, Funeral home services expense and Corporate overhead in the accompanying consolidated statement of operations for the year ended December 31, 2019. The following table summarizes the activity in the severance liability recognized for this reduction in workforce in the accompanying consolidated balance sheet as of December 31, 2019, by reportable segment (in thousands): Cemetery Funeral Home Corporate Consolidated Balance at January 1, 2019 $ — $ — $ — $ — Accruals 935 25 583 1,543 Cash payments (849 ) (25 ) (519 ) (1,393 ) Balance at December 31, 2019 $ 86 $ — $ 64 $ 150 The Company expects to settle the remaining severance liability for this reduction in workforce during the first quarter of 2020, and it does not expect to incur any additional charges related to this reduction in workforce. |
LEASES
LEASES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | ||
LEASES | 13. LEASES The Company leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. In addition the Company has a sale-leaseback related to one of its warehouses. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements with an initial term of more than 12 months, the Company measures the lease liability at the present value of the sum of the remaining minimum rental payments, which exclude executory costs. Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. The exercise of lease renewal options is at the Company’s sole discretion, and the Company is only including the renewal option in the lease term when the Company can be reasonably certain that it will exercise the renewal options. The Company does have residual value guarantees on the finance leases for its vehicles, but no residual guarantees on any of its operating leases. Certain of the Company’s leases have variable payments with annual escalations based on the proportion by which the consumer price index (“CPI”) for all urban consumers increased over the CPI index for the prior comparative year. The Company has the following balances recorded on its consolidated balance sheets related to leases: March 31, 2020 December 31, 2019 Assets: Operating $ 8,793 $ 10,570 Finance 5,095 5,685 Total ROU assets (1) $ 13,888 $ 16,255 Liabilities: Current Operating $ 1,825 $ 2,022 Finance 1,200 1,200 Long-term Operating 9,833 11,495 Finance 3,927 4,302 Total lease liabilities (2) $ 16,785 $ 19,019 (1) The Company’s ROU operating assets and finance assets are presented within Other assets and Property and equipment, net of accumulated depreciation, respectively, in its consolidated balance sheets. (2) The Company’s current lease liabilities and long-term are presented within Accounts payable and accrued liabilities and Other long-term liabilities, respectively, in its consolidated balance sheets. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, based on the information available at commencement date, in determining the present value of lease payments. The Company used the incremental borrowing rate on January 1, 2019 for operating leases that commenced prior to that date. The weighted average borrowing rates for operating and finance leases were 9.9% and 8.5%, respectively, as of March 31, 2020. The components of lease expense were as follows: Three months ended March 31, 2020 2019 Lease cost Classification Operating lease costs (1) General and administrative expense $ 801 $ 920 Finance lease costs Amortization of leased assets Depreciation and Amortization 329 320 Interest on lease liabilities Interest expense 116 116 Variable lease costs General and administrative expense — — Short-term lease costs (2) General and administrative expense — — Net lease costs $ 1,246 $ 1,356 (1) The Company includes its variable lease costs under operating lease costs as these variable lease costs are immaterial. (2) The Company does not have any short-term leases with lease terms greater than one month. Maturities of the Company’s lease labilities as of March 31, 2020 were as follows: Year ending December 31, Operating Finance 2020 $ 2,207 $ 1,267 2021 2,512 1,838 2022 2,178 2,027 2023 1,900 708 2024 1,768 105 Thereafter 5,854 — Total $ 16,419 $ 5,945 Less: Interest (4,762 ) (817 ) Present value of lease liabilities $ 11,657 $ 5,128 Maturities of the Company’s lease labilities as of December 31, 2019 were as follows: Year ending December 31, Operating Finance 2019 $ 3,283 $ 1,759 2020 2,783 1,838 2021 2,455 2,026 2022 2,190 708 2023 2,046 106 Thereafter 6,348 — Total $ 19,105 $ 6,437 Less: Interest (5,588 ) (935 ) Present value of lease liabilities $ 13,517 $ 5,502 Operating and finance lease payments include $2.5 million related to options to extend lease terms that are reasonably certain of being exercised and $2.0 million related to residual value guarantees. The weighted average remaining lease term for operating and finance leases was 7.0 years and 2.6 years, respectively, as of March 31, 2020. As of March 31, 2020, the Company had one additional operating lease that had not yet commenced, which was valued at $0.1 million, but did not have any lease transactions with its related parties. In addition, as of March 31, 2020, the Company has not entered into any new sale-leaseback arrangements. | 17. LEASES The Company leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. In addition the Company has a sale-leaseback related to one of its warehouses. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements with an initial term of more than 12 months, the Company measures the lease liability at the present value of the sum of the remaining minimum rental payments, which exclude executory costs. Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. The exercise of lease renewal options is at the Company’s sole discretion, and the Company is only including the renewal option in the lease term when the Company can be reasonably certain that it will exercise the renewal options. The Company does have residual value guarantees on the finance leases for its vehicles, but no residual guarantees on any of its operating leases. Certain of the Company’s leases have variable payments with annual escalations based on the proportion by which the consumer price index (“CPI”) for all urban consumers increased over the CPI index for the prior comparative year. The Company has the following balances recorded on its consolidated balance sheet as of December 31, 2019 related to leases (in thousands): December 31, Assets: Operating $ 10,570 Finance 5,685 Total ROU assets (1) $ 16,255 Liabilities: Current Operating $ 2,022 Finance 1,200 Long-term Operating 11,495 Finance 4,302 Total lease liabilities (2) $ 19,019 (1) The Company’s ROU operating assets and finance assets are presented within Other assets and Property and equipment, net of accumulated depreciation, respectively in its consolidated balance sheet. (2) The Company’s current and long-term lease liabilities are presented within Accounts payable and accrued liabilities and Other long-term liabilities, respectively, in its consolidated balance sheet. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, based on the information available at commencement date, in determining the present value of lease payments. The Company used the incremental borrowing rate on January 1, 2019 for operating leases that commenced prior to that date. The weighted average borrowing rates for operating and finance leases were 9.9% and 8.5%, respectively as of December 31, 2019. The components of lease expense were as follows (in thousands): Year ended Lease cost Classification Operating lease costs (1) General and administrative expense $ 3,628 Finance lease costs Amortization of leased assets Depreciation and Amortization 1,282 Interest on lease liabilities Interest expense 495 Short-term lease costs (2) General and administrative expense — Net Lease costs $ 5,405 (1) The Company includes its variable lease costs under operating lease costs as these variable lease costs are immaterial. (2) The Company does not have any short-term leases with lease terms greater than one month. Maturities of the Company’s lease labilities as of December 31, 2019, per ASC 842, Leases, Year ending December 31, Operating Finance 2020 $ 3,283 $ 1,759 2021 2,783 1,838 2022 2,455 2,026 2023 2,190 708 2024 2,046 106 Thereafter 6,348 — Total $ 19,105 $ 6,437 Less: Interest (5,588 ) (935 ) Present value of lease liabilities $ 13,517 $ 5,502 Minimum lease commitments remaining under the Company’s operating leases and capital leases, per ASC 840, Leases, Year ending December 31, Operating Capital 2019 $ 4,349 $ 1,499 2020 2,765 1,196 2021 2,130 949 2022 1,539 558 2023 1,184 89 Thereafter 5,737 — Total $ 17,704 $ 4,291 Less: Interest (875 ) Present value of lease liabilities $ 3,416 Operating and finance lease payments include $3.3 million related to options to extend lease terms that are reasonably certain of being exercised and $2.0 million related to residual value guarantees. The weighted-average remaining lease term for the Company’s operating and finance leases was 7.1 years and 2.8 years, respectively, as of December 31, 2019. As of December 31, 2019, the Company had one additional operating lease that has not yet commenced, which was valued at $0.1 million, but did not have any lease transactions with its related parties. In addition, as of December 31, 2019, the Company had not entered into any new sale-leaseback arrangements. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | 14. FAIR VALUE OF FINANCIAL INSTRUMENTS Management has established a hierarchy to classify the inputs used to measure the Company’s financial instruments at fair value, pursuant to which the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs represent market data obtained from independent sources; whereas, unobservable inputs reflect the Company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The hierarchy defines three levels of inputs that may be used to measure fair value: • Level 1—Unadjusted quoted market prices in active markets for identical, unrestricted assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the same contractual term of the asset or liability. • Level 3—Unobservable inputs based on the entity’s own assumptions about the assumptions market participants would use in the pricing of the asset or liability and are consequently not based on market activity but rather through particular valuation techniques. The carrying value of the Company’s current assets and current liabilities on its consolidated balance sheets approximated or equaled their estimated fair values due to their short-term nature or imputed interest rates. Recurring Fair Value Measurement At March 31, 2020 and December 31, 2019, the two financial instruments measured by the Company at fair value on a recurring basis were its merchandise and perpetual care trusts, which consist of investments in debt and equity marketable securities and cash equivalents that are carried at fair value and are classified as either Level 1 or Level 2 (see Note 7 Merchandise Trusts Perpetual Care Trusts Where quoted prices are available in an active market, securities are classified as Level 1 investments pursuant to the fair value measurement hierarchy. Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt Non-Recurring The Company may be required to measure certain assets and liabilities at fair value, such as its indefinite-lived assets and long-lived assets, on a nonrecurring basis in accordance with GAAP from time to time. These adjustments to fair value usually result from impairment charges. Other Financial Instruments The Company’s other financial instruments at March 31, 2020 and December 31, 2019 consisted of its Senior Secured Notes (see Note 9 Long-Term Debt | 18. FAIR VALUE OF FINANCIAL INSTRUMENTS Management has established a hierarchy to classify the inputs used to measure the Company’s financial instruments at fair value, pursuant to which the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs represent market data obtained from independent sources; whereas, unobservable inputs reflect the Company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The hierarchy defines three levels of inputs that may be used to measure fair value: • Level 1—Unadjusted quoted market prices in active markets for identical, unrestricted assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the same contractual term of the asset or liability. • Level 3—Unobservable inputs based on the entity’s own assumptions about the assumptions market participants would use in the pricing of the asset or liability and are consequently not based on market activity but rather through particular valuation techniques. The carrying value of the Company’s current assets and current liabilities on its consolidated balance sheets approximated or equaled their estimated fair values due to their short-term nature or imputed interest rates. Recurring Fair Value Measurement At December 31, 2019 and 2018, the two financial instruments measured by the Company at fair value on a recurring basis were its merchandise and perpetual care trusts, which consist of investments in debt and equity marketable securities and cash equivalents that are carried at fair value and are classified as either Level 1 or Level 2. For further details, see Note 7 Merchandise Trusts and Note 8 Perpetual Care Trusts Where quoted prices are available in an active market, securities are classified as Level 1 investments pursuant to the fair value measurement hierarchy. Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating and tax-exempt Non-Recurring The Company may be required to measure certain assets and liabilities at fair value, such as its indefinite-lived assets and long-lived assets, on a nonrecurring basis in accordance with GAAP from time to time. These adjustments to fair value usually result from impairment charges. As of December 31, 2019, the Company adjusted the fair value of two of its funeral homes sold in 2019 to mark them down to the selling prices which were lower than the carrying value of the funeral homes on the Company’s consolidated balance sheets The resulting impairment charges were recorded in Other losses, net in the accompanying consolidated statement of operations during the year ended December 31, 2019. As the Company’s determination of the fair value of these assets were based on the quoted prices the Company received from the sellers, these assets held for sale were classified as Level 1 in the fair value hierarchy. Other Financial Instruments The Company’s other financial instruments at December 31, 2019 consisted of its Senior Secured Notes (see Note 10 Long-Term Debt • At December 31, 2019, the estimated fair value of the Company’s Senior Secured Notes was $383.2 million, based on trades made on that date, compared with the carrying amount of $392.8 million. • At December 31, 2018, the estimated fair value of the Company’s Senior Notes was $162.5 million, based on trades made on that date, compared with the carrying amount of $173.6 million. Credit and Market Risk The Company’s financial instruments exposed to concentrations of credit risk consist primarily of its cash and cash equivalents, trade receivables, merchandise trusts and perpetual care trusts. The Company’s cash balances on deposit with financial institutions totaled $34.9 million and $18.1 million as of December 31, 2019 and 2018, respectively, which exceeded Federal Deposit Insurance Corporation insured limits. The Company regularly monitors these institutions’ financial condition. As of December 31, 2019 and 2018, the majority of the Company’s trade receivables were long-term trade account receivables, which typically consisted of interest-bearing installment contracts not to exceed 60 months. Significant customers are those that individually account for greater than 10% of the Company’s consolidated revenue or total accounts receivable. Due to the inherent nature of the Company’s business and consumer make-up, The Company’s merchandise and perpetual care trusts are invested in assets, such as individual equity securities and closed and open-ended mutual funds, with the primary objective of maximizing income and distributable cash flow for trust distributions, while maintaining an acceptable level of risk. Certain asset classes in which the Company invests for the purpose of maximizing yield are subject to an increased market risk. This increased market risk creates volatility in the unrealized gains and losses of the trust assets from period to period. For further details of the market risk to which the Company’s merchandise and perpetual care trusts are subjected, see Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Company purchases comprehensive general liability, professional liability, automobile liability and workers’ compensation insurance coverages structured with high deductibles. While these high-deductible insurance programs mean the Company is primarily self-insured for claims and associated costs and losses covered by these policies, it is possible that insurers could seek to avoid or be financially unable to meet their obligations under, or a court may decline to enforce such provisions of, the Company’s insurance programs. |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 15. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Company’s Senior Secured Notes are guaranteed by the Company’s 100% owned subsidiaries, other than the co-issuers Long-Term Debt co-issuers In accordance with the disclosures made in Note 1 General non-guarantor non-guarantor The financial information presented below reflects the Company’s standalone accounts, the standalone accounts of the co-issuers, non-guarantor UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2020 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ — $ 25,621 $ 1,445 $ — $ 27,066 Restricted cash — — — 20,400 — — 20,400 Assets held for sale — — — 77,850 — — 77,850 Other current assets — — 3,565 60,619 11,574 — 75,758 Total current assets — — 3,565 184,490 13,019 — 201,074 Long-term accounts receivable — — 2,345 59,074 10,055 — 71,474 Cemetery and funeral home property and equipment — — 531 364,534 32,035 — 397,100 Merchandise trusts — — — — 437,638 — 437,638 Perpetual care trusts — — — — 284,832 — 284,832 Deferred selling and obtaining costs — — 5,704 89,682 18,225 — 113,611 Intangible assets — — — 98 55,844 — 55,942 Other assets — — — 24,141 2,607 — 26,748 Investments in and amounts due from affiliates eliminated upon consolidation — 279,834 — 576,588 — (856,422 ) — Total assets $ — $ 279,834 $ 12,145 $ 1,298,607 $ 854,255 $ (856,422 ) $ 1,588,419 Liabilities and Owners’ Equity Current liabilities — — 180 102,968 1,486 — 104,634 Long-term debt, net of deferred financing costs — 279,834 61,470 139 — — 341,443 Deferred revenues — — 31,431 727,227 108,749 — 867,407 Perpetual care trust corpus — — — — 284,832 — 284,832 Other long-term liabilities — — — 66,670 16,545 — 83,215 Investments in and amounts due to affiliates eliminated upon consolidation 93,112 93,112 177,069 341,304 494,246 (1,198,843 ) — Total liabilities 93,112 372,946 270,150 1,238,308 905,858 (1,198,843 ) 1,681,531 Owners’ equity (93,112 ) (93,112 ) (258,005 ) 60,299 (51,603 ) 342,421 (93,112 ) Total liabilities and owners’ equity $ — $ 279,834 $ 12,145 $ 1,298,607 $ 854,255 $ (856,422 ) $ 1,588,419 UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS (Continued) December 31, 2019 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ — $ 33,553 $ 1,314 $ — $ 34,867 Restricted cash — — — 21,900 — — 21,900 Assets held for sale — — — 23,858 — — 23,858 Other current assets — — 3,497 62,686 11,531 — 77,714 Total current assets — — 3,497 141,997 12,845 — 158,339 Long-term accounts receivable — — 2,557 63,124 9,868 — 75,549 Cemetery and funeral home property and equipment — — 609 391,626 31,770 — 424,005 Merchandise trusts — — — — 517,192 — 517,192 Perpetual care trusts — — — — 343,619 — 343,619 Deferred selling and obtaining costs — — 5,654 91,243 18,047 — 114,944 Intangible assets — — — 136 56,110 — 56,246 Other assets — — — 26,907 2,567 — 29,474 Investments in and amounts due from affiliates eliminated upon consolidation — 301,531 — 648,359 — (949,890 ) — Total assets $ — $ 301,531 $ 12,317 $ 1,363,392 $ 992,018 $ (949,890 ) $ 1,719,368 Liabilities and Owners’ Equity Current liabilities $ — $ — $ 161 $ 74,674 $ 1,466 $ — $ 76,301 Long-term debt, net of deferred financing costs — 301,531 66,239 193 — — 367,963 Deferred revenues — — 33,349 802,528 113,498 — 949,375 Perpetual care trust corpus — — — — 343,619 — 343,619 Liabilities held for sale, net of current portion Other long-term liabilities — — — 68,227 16,373 — 84,600 Investments in and amounts due to affiliates eliminated upon consolidation 102,490 102,490 183,611 367,770 567,666 (1,324,027 ) — Total liabilities 102,490 404,021 283,360 1,313,392 1,042,622 (1,324,027 ) 1,821,858 Owners’ equity (102,490 ) (102,490 ) (271,043 ) 50,000 (50,604 ) 374,137 (102,490 ) Total liabilities and owners’ equity $ — $ 301,531 $ 12,317 $ 1,363,392 $ 992,018 $ (949,890 ) $ 1,719,368 UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2020 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ — $ 1,194 $ 59,698 $ 13,069 $ (2,716 ) $ 71,245 Total costs and expenses — — (3,169 ) (58,984 ) (13,319 ) 2,716 (72,756 ) Gain on sale of businesses — — — 24,086 — — 24,086 Net income from equity investment in subsidiaries 9,003 17,701 12,585 — — (39,289 ) — Interest expense — (8,698 ) (1,911 ) (1,382 ) (293 ) — (12,284 ) Income (loss) from operations before income taxes 9,003 9,003 8,699 23,418 (543 ) (39,289 ) 10,291 Income tax expense — — — (1,288 ) — — (1,288 ) Net income (loss) $ 9,003 $ 9,003 $ 8,699 $ 22,130 $ (543 ) $ (39,289 ) $ 9,003 Three Months Ended March 31, 2019 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 1,564 $ 59,752 $ 11,132 $ (979 ) $ 71,469 Total costs and expenses — (4,520 ) (65,935 ) (11,356 ) 979 (80,832 ) Net loss from equity investment in subsidiaries (21,176 ) (18,925 ) — — 40,101 — Interest expense (1,358 ) (2,087 ) (9,456 ) (270 ) — (13,171 ) Income (loss) from operations before income taxes (22,534 ) (23,968 ) (15,639 ) (494 ) 40,101 (22,534 ) Income tax expense — — — — — — Net income (loss) $ (22,534 ) $ (23,968 ) $ (15,639 ) $ (494 ) $ 40,101 $ (22,534 ) UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2020 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash used in (provided by) operating activities $ — $ — $ 12 $ 4,465 $ 893 $ (10,608 ) $ (5,238 ) Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — — — 26,796 (679 ) — 26,117 Payments to affiliates — — — — — — — Net cash provided by investing activities — — — 26,796 (679 ) — 26,117 Cash Flows From Financing Activities: Cash distributions — — — — — — — Payments from affiliates — — — (10,608 ) — 10,608 — Net borrowings and repayments of debt — — (12 ) (29,872 ) (83 ) — (29,967 ) Other financing activities — — — (213 ) — — (213 ) Net cash used in financing activities — — (12 ) (40,693 ) (83 ) 10,608 (30,180 ) Net (decrease) increase in cash and cash equivalents and restricted cash — — — (9,432 ) 131 — (9,301 ) Cash and cash equivalents and restricted cash—Beginning of period — — — 55,453 1,314 — 56,767 Cash and cash equivalents and restricted cash—End of period $ — $ — $ — $ 46,021 $ 1,445 $ — $ 47,466 Three Months Ended March 31, 2019 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash used in (provided by) operating activities $ — $ 119 $ (9,509 ) $ (268 ) $ (3,445 ) $ (13,103 ) Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — (106 ) (1,717 ) (80 ) — (1,903 ) Net cash used investing activities — (106 ) (1,717 ) (80 ) — (1,903 ) Cash Flows From Financing Activities: Cash distributions — — — — — — Payments to affiliates — — (3,445 ) — 3,445 — Net borrowings and repayments of debt — (13 ) 24,030 (74 ) — 23,943 Other financing activities — — (2,636 ) — — (2,636 ) Net cash (used in) provided by financing activities — (13 ) 17,949 (74 ) 3,445 21,307 Net increase (decrease) in cash and cash equivalents and restricted cash — — 6,723 (422 ) — 6,301 Cash and cash equivalents and restricted cash—Beginning of period — — 16,298 1,849 — 18,147 Cash and cash equivalents and restricted cash—End of period $ — $ — $ 23,021 $ 1,427 $ — $ 24,448 | 19. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Company’s Senior Secured Notes are guaranteed by the Company’s 100% owned subsidiaries, other than the co-issuers, Note 10 Long-Term Debt co-issuers In accordance with the disclosures made in Note 1 General, Basis of Presentation and Principles of Consolidation non-guarantor non-guarantor The financial information presented below reflects the Company’s standalone accounts, the combined accounts of the co-issuers, non-guarantor CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2019 Parent Partnership CFS Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ — $ 33,553 $ 1,314 $ 34,867 Restricted cash — — — 21,900 — 21,900 Assets held for sale — — — 23,858 — 23,858 Other current assets — — 3,497 62,686 11,531 77,714 Total current assets — — 3,497 141,997 12,845 — 158,339 Long-term accounts receivable — — 2,557 63,124 9,868 75,549 Cemetery and funeral home property and equipment — — 609 391,626 31,770 424,005 Merchandise trusts — — — — 517,192 517,192 Perpetual care trusts — — — — 343,619 343,619 Deferred selling and obtaining costs — — 5,654 91,243 18,047 114,944 Intangible assets — — — 136 56,110 56,246 Other assets — — — 26,907 2,567 29,474 Investments in and amounts due from affiliates eliminated upon consolidation — 301,531 — 648,359 — (949,890 ) — Total assets $ — $ 301,531 $ 12,317 $ 1,363,392 $ 992,018 $ (949,890 ) $ 1,719,368 Liabilities and Owners’ Equity Current liabilities — — 161 74,674 1,466 76,301 Long-term debt, net of deferred financing costs — 301,531 66,239 193 — 367,963 Deferred revenues — — 33,349 802,528 113,498 949,375 Perpetual care trust corpus — — — — 343,619 343,619 Other long-term liabilities — — — 68,227 16,373 84,600 Investments in and amounts due to affiliates eliminated upon consolidation 102,490 102,490 183,611 367,770 567,666 (1,324,027 ) — Total liabilities 102,490 404,021 283,360 1,313,392 1,042,622 (1,324,027 ) 1,821,858 Owners’ equity (102,490 ) (102,490 ) (271,043 ) 50,000 (50,604 ) 374,137 (102,490 ) Total liabilities and owners’ equity $ — $ 301,531 $ 12,317 $ 1,363,392 $ 992,018 $ (949,890 ) $ 1,719,368 CONDENSED CONSOLIDATING BALANCE SHEET (continued) December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ 16,298 $ 1,849 $ — $ 18,147 Assets held for sale — — 757 — — 757 Other current assets — 3,718 64,167 11,527 — 79,412 Total current assets — 3,718 81,222 13,376 — 98,316 Long-term accounts receivable — 3,118 71,708 12,322 — 87,148 Cemetery and funeral home property and equipment — 806 409,497 33,550 — 443,853 Merchandise trusts — — — 488,248 — 488,248 Perpetual care trusts — — — 330,562 — 330,562 Deferred selling and obtaining costs — 5,511 89,689 18,444 — 113,644 Goodwill and intangible assets — — 25,676 60,607 — 86,283 Other assets — — 19,401 2,926 — 22,327 Investments in and amounts due from affiliates eliminated upon consolidation 57,835 (4,626 ) 539,997 — (593,206 ) — Total assets $ 57,835 $ 8,527 $ 1,237,190 $ 960,035 $ (593,206 ) $ 1,670,381 Liabilities, Redeemable Convertible Preferred Units and Partners’ Capital (Deficit) Current liabilities $ — $ 184 $ 60,216 $ 1,400 $ — $ 61,800 Long-term debt, net of deferred financing costs 68,453 105,160 146,635 — — 320,248 Deferred revenues — 32,147 775,657 111,802 — 919,606 Perpetual care trust corpus — — — 330,562 — 330,562 Other long-term liabilities — — 33,553 15,230 — 48,783 Due to affiliates — — 173,613 543,543 (717,156 ) — Total liabilities 68,453 137,491 1,189,674 1,002,537 (717,156 ) 1,680,999 Redeemable convertible preferred units — — — — — — Partners’ capital (deficit) (10,618 ) (128,964 ) 47,516 (42,502 ) 123,950 (10,618 ) Total liabilities, redeemable convertible preferred units and partners’ capital (deficit) $ 57,835 $ 8,527 $ 1,237,190 $ 960,035 $ (593,206 ) $ 1,670,381 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2019 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ — $ 5,041 $ 242,339 $ 49,068 $ (6,926 ) $ 289,522 Total costs and expenses — — (15,181 ) (285,292 ) (54,610 ) 6,926 (348,157 ) Other losses, net — — (46 ) (5,761 ) (2,299 ) — (8,106 ) Net loss from equity investment in subsidiaries (151,942 ) (125,840 ) (120,653 ) — — 398,435 — Interest expense — (25,164 ) (10,505 ) (11,726 ) (1,124 ) — (48,519 ) Loss on debt extinguishment — (938 ) (1,441 ) (6,099 ) — — (8,478 ) Income (loss) from operations before income taxes (151,942 ) (151,942 ) (142,785 ) (66,539 ) (8,965 ) 398,435 (123,738 ) Income tax expense — — — (28,204 ) — — (28,204 ) Net income (loss) $ (151,942 ) $ (151,942 ) $ (142,785 ) $ (94,743 ) $ (8,965 ) $ 398,435 $ (151,942 ) Year Ended December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 6,382 $ 266,550 $ 52,271 $ (9,077 ) $ 316,126 Total costs and expenses — (13,666 ) (285,578 ) (58,349 ) 9,077 (348,516 ) Other loss — (445 ) (9,510 ) (1,549 ) — (11,504 ) Net loss from equity investment in subsidiaries (63,084 ) (54,573 ) — — 117,657 — Interest expense (5,434 ) (8,348 ) (15,787 ) (1,033 ) — (30,602 ) Income (loss) from continuing operations before income taxes (68,518 ) (70,650 ) (44,325 ) (8,660 ) 117,657 (74,496 ) Income tax benefit — — 1,797 — — 1,797 Net income (loss) $ (68,518 ) $ (70,650 ) $ (42,528 ) $ (8,660 ) $ 117,657 $ (72,699 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2019 Parent Partnership CFS Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ — $ 280 $ (1,662 ) $ (935 ) $ (35,669 ) $ (37,986 ) Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — — (232 ) (644 ) 713 — (163 ) Payments to affiliates — (390,238 ) (73,087 ) — — 463,325 — Net cash used in investing activities — (390,238 ) (73,319 ) (644 ) 713 463,325 (163 ) Cash Flows From Financing Activities: Payments from affiliates — — — 427,656 — (427,656 ) — Proceeds from issuance of redeemable convertible preferred units, net — 57,500 — — — — 57,500 Net borrowings and repayments of debt — 332,738 73,039 (367,746 ) (313 ) — 37,718 Other financing activities — — — (18,449 ) — — (18,449 ) Net cash used in financing activities — 390,238 73,039 41,461 (313 ) (427,656 ) 76,769 Net increase (decrease) in cash and cash equivalents and restricted cash — — — 39,155 (535 ) — 38,620 Cash and cash equivalents and restricted cash—Beginning of period — — — 16,298 1,849 — 18,147 Cash and cash equivalents and restricted cash—End of period $ — $ — $ — $ 55,453 $ 1,314 $ — $ 56,767 Year Ended December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 370 $ 39,942 $ (73 ) $ (13,782 ) $ 26,457 Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — (370 ) (11,510 ) (683 ) — (12,563 ) Net cash used in investing activities — (370 ) (11,510 ) (683 ) — (12,563 ) Cash Flows From Financing Activities: Cash distributions — — — — — — Payments to affiliates — — (13,782 ) — 13,782 — Proceeds from issuance of redeemable convertible preferred units, net — — — — — — Net borrowings and repayments of debt — — 1,387 — — 1,387 Other financing activities — — (3,955 ) — — (3,955 ) Net cash used in financing activities — — (16,350 ) — 13,782 (2,568 ) Net decrease in cash and cash equivalents — — 12,082 (756 ) — 11,326 Cash and cash equivalents—Beginning of period — — 4,216 2,605 — 6,821 Cash and cash equivalents—End of period $ — $ — $ 16,298 $ 1,849 $ — $ 18,147 |
SIGNIFICANT RISKS AND CONCENTRA
SIGNIFICANT RISKS AND CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT RISKS AND CONCENTRATIONS | 20. SIGNIFICANT RISKS AND CONCENTRATIONS The Company operates in two reportable segments: Cemetery Operations and Funeral Home Operations, with significant concentration in the Cemetery Operations segment. During the years ended December 31, 2019 and 2018, revenues from the Company’s Cemetery Operations represented 82% and 83% of the Company’s consolidated revenue, respectively. During the years ended December 31, 2019 and 2018, sales from the Company’s Cemetery Operations contributed 68% of the Company’s consolidated segment profit. Although the death care business is relatively stable and predictable, the Company’s results of operations may be subject to seasonal fluctuations in deaths due to weather conditions and illness. Generally, more deaths occur during the winter months, primarily resulting from pneumonia and influenza. In addition, the Company generally performs fewer initial openings and closings in the winter, as the ground is frozen in many of the areas in which the Company operates. The Company may also experience declines in contracts written during the winter months due to inclement weather, which makes it more difficult for the Company’s sales staff to meet with customers. For the year ended December 31, 2019, revenue from one location represented more than 10% of the Company’s consolidated revenue and revenue from five locations collectively represented approximately 49% of the Company’s consolidated revenue. For the year ended December 31, 2018, revenue from one location represented more than 10% of the Company’s consolidated revenue and revenue from six locations collectively represented approximately 52% of the Company’s consolidated revenue. |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | 19. RELATED PARTIES In December 2019, the Company purchased a $30 million participation in a $70 million new debt facility issued by Payless Holdings LLC (“Payless”). Funds and accounts affiliated with Axar also invested $20 million in this facility. The investment was initially proposed by the Company’s Chairman of the Board, Mr. Axelrod, and subsequently approved by the Board. The Axar funds controlled by Mr. Axelrod own approximately 30% of the equity of Payless, and Mr. Axelrod serves on Payless’ board of directors. The Company’s investment in Payless represented approximately 4% of the total fair market value of all of the Company’s trusts as of March 31, 2020 and December, 31, 2019. As of March 31, 2020, Axar beneficially owned 52.4% of the Company’s outstanding common stock, which constituted a majority of the Company’s outstanding common stock. As a result, the Company is a “controlled company” within the meaning of NYSE corporate governance standards. For discussion of certain risks and uncertainties attributable to the Company being a controlled company, see Part I, Item 1A. Risk Factors Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters On April 1, 2020 and April 3, 2020, the Company entered into the Axar Commitment and the 2020 Preferred Purchase Agreement, respectively, with Axar and funds or accounts under its management, respectively. For further details, see Note 18 Subsequent Events | 21. RELATED PARTIES On February 4, 2019, the Partnership entered into the Eighth Amendment and Wavier to Credit Agreement with, among other parties, certain funds affiliated with Axar Capital Management, LP (collectively, the “Axar Lenders”) pursuant to which, among other things, the Axar Lenders agreed to provide an up to $35.0 million bridge financing in the form of a Tranche B Revolving Credit Facility (the “Tranche B Facility”). Borrowings under the financing arrangement including the Tranche B Facility were collateralized by a perfected first priority security interest in substantially all assets of the Partnership and the other borrowers thereunder held for the benefit of the existing Tranche A Revolving Lenders and bore interest at a fixed rate of 8.0%. Borrowings under the Tranche B Facility on original date thereof were subject to an original issue discount in the amount of $0.7 million, which was recorded as original issue discount, and the Partnership paid additional interest in the amount $0.7 million at the termination and payment in full of the financing arrangement, which will be accreted to interest expense over the term of the financing arrangement. As of the date of the transaction, funds and/or managed accounts for which Axar Capital Management, LP served as investment manager (collectively, the “Axar Vehicles”) beneficially owned approximately 19.5% of the Partnership’s outstanding common units. The highest outstanding principal amount under the Tranche B Facility during 2019 was $35.0 million, all of which was repaid (together with interest, including the original issue discount), in the amount of $2.2 million, in connection with the Recapitalization Transactions. On June 27, 2019, the Axar Vehicles, David Miller and certain other investors (individually a “Purchaser” and collectively the “Purchasers”) and the Company entered into the Series A Preferred Unit Purchase Agreement (the “Series A Purchase Agreement” and the transactions contemplated thereby, the “Preferred Offering”) pursuant to which the Partnership sold to the Purchasers an aggregate of 52,083,333 of the Partnership’s Series A Preferred Units (the “Preferred Units”) at a purchase price of $1.1040 per Preferred Unit, reflecting an 8% discount to the liquidation preference of each preferred unit, for an aggregate purchase price of $57.5 million. The Axar Vehicles purchased an aggregate of 39,764,492 Preferred Units for an aggregate purchase price of $43.9 million and David Miller purchased an aggregate of 996,377 Preferred Units for an aggregate purchase price of $1.1 million. Immediately prior to consummation of the Preferred Offering, Andrew M. Axelrod, the sole member of Axar GP, LLC, the general partner of Axar Capital Management, LP, and Mr. Miller were appointed directors of the Partnership’s general partner. On June 27, 2019, the Partnership also consummated a private placement of $385.0 million of 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 to certain financial institutions (collectively with the Preferred Offering, the “Recapitalization Transactions”) pursuant to the terms of an indenture dated June 27, 2019 by and among the Company, Cornerstone Family Services of West Virginia Subsidiary, Inc. (collectively with the Company, the “Issuers”), certain direct and indirect subsidiaries of the Company (as guarantors), the initial purchasers party thereto and Wilmington Trust, National Association, as trustee. A portion of the net proceeds of the Recapitalization Transactions were used to repay the outstanding principal balance of and accrued and unpaid interest on the Tranche B Facility with the Axar Lenders. On October 25, 2019, the Partnership completed the Rights Offering. In accordance with the terms of the Preferred Units as set forth in the Partnership’s Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019, the gross proceeds from the Rights Offering were used to redeem an aggregate of 3,039,380 Preferred Units at a redemption price of $1.20 per Preferred Unit, including (i) 1,921,315 Preferred Units redeemed from the Axar Vehicles for an aggregate redemption price of $2,305,578 and (ii) 90,432 Preferred Units redeemed from the David Miller for an aggregate redemption price of $108,518. In addition, Messrs. Redling and Negrotti participated and acquired 422,341 and 7,519 common units, respectively, in the Rights Offering. In December 2019, the Company purchased a $30 million participation in a $70 million new debt facility issued by Payless Holdings LLC (“Payless”). Funds and accounts affiliated with Axar also invested $20 million in this facility. The investment was initially proposed by the Company’s Chairman of the Board, Mr. Axelrod and subsequently approved by the Board. The Axar funds controlled by Mr. Axelrod own approximately 30% of the equity of Payless, and Mr. Axelrod serves on Payless’ board of directors. The Company’s investment in Payless represents approximately 4% of the total fair market value of all of the Company’s trusts as of December, 31, 2019. As of March 1, 2020, Axar beneficially owned 52.4% of the Company’s outstanding common stock, which constituted a majority of the Company’s outstanding common stock. As a result, the Company is a “controlled company” within the meaning of NYSE corporate governance standards. For discussion of certain risks and uncertainties attributable to the Company being a controlled company, see Part I, Item 1A. Risk Factors Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters On April 1, 2020 and April 3, 2020, the Company entered into the Axar Commitment and the 2020 Preferred Purchase Agreement, respectively, with Axar and funds or accounts under its management, respectively. For further details, see Note 26 Subsequent Events |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
ASSETS HELD FOR SALE | 2. DIVESTITURES On January 3, 2020, the Company sold substantially all of the assets of Oakmont Memorial Park, Oakmont Funeral Home, Redwood Chapel, Inspiration Chapel and Oakmont Crematory located in California pursuant to the terms of an asset sale agreement (the “Oakmont Agreement”) with Carriage Funeral Holdings, Inc. for an aggregate cash purchase price of $33.0 million (the “Oakmont Sale”). The divested assets consisted of one cemetery, one funeral home and certain related assets. The Oakmont Sale resulted in a gain of $24.4 million for the Company, which is included in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2020. Net proceeds from the sale were used to redeem an aggregate $30.3 million principal amount of the Senior Secured Notes. In March 2020, the Company entered into an asset sale agreement for the sale of substantially all of the assets of the cemetery, funeral establishment and crematory commonly known as Olivet Memorial Park, Olivet Funeral and Cremation Services and Olivet Memorial Park & Crematory (the “Olivet Agreement”) with Cypress Lawn Cemetery Association for a net cash purchase price of $24.3 million, subject to certain adjustments (the “Olivet Sale”). Refer to Note 18 Subsequent Events The following table summarizes the assets and liabilities that have been classified as Assets held for sale on the Company’s unaudited condensed consolidated balance sheets: March 31, December 31, 2020 2019 Total Other Total Oakmont Other Total Assets Current assets: Accounts receivable, net of allowance $ 1,576 $ — $ 1,576 $ 580 $ — $ 580 Prepaid expenses — — — 34 — 34 Other current assets 163 — 163 35 — 35 Total current assets held for sale 1,739 — 1,739 649 — 649 Long-term accounts receivable, net of allowance 5,102 — 5,102 3,194 — 3,194 Cemetery property 15,439 350 15,789 5,811 350 6,161 Property and equipment, net of accumulated depreciation 8,888 — 8,888 2,762 150 2,912 Merchandise trusts, restricted, at fair value 20,127 — 20,127 6,673 — 6,673 Perpetual care trusts, restricted, at fair value 21,917 — 21,917 2,470 — 2,470 Deferred selling and obtaining costs 2,361 — 2,361 1,388 — 1,388 Other assets 1,927 — 1,927 411 — 411 Total assets held for sale $ 77,500 $ 350 $ 77,850 $ 23,358 $ 500 $ 23,858 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 234 $ — $ 234 $ 102 $ — $ 102 Current portion, long-term debt — — — 36 — 36 Other current liabilities — — — 5,000 — 5,000 Total current liabilities held for sale 234 — 234 5,138 — 5,138 Deferred revenues 28,841 — 28,841 12,856 — 12,856 Perpetual care trust corpus 21,917 — 21,917 2,470 — 2,470 Other long-term liabilities 1,445 — 1,445 204 — 204 Total liabilities held for sale 52,437 — 52,437 20,668 — 20,668 Net assets held for sale $ 25,063 $ 350 $ 25,413 $ 2,690 $ 500 $ 3,190 | 22. ASSETS HELD FOR SALE In October 2019, the Company committed to the Oakmont Sale (defined within) for an aggregate cash purchase price of $33.0 million, which was then consummated in January 2020. As such, the Company classified all assets and liabilities associated with the Oakmont Sale as Assets held for sale on its consolidated balance sheet as of December 31, 2019. The Company also had other immaterial assets and liabilities that met the assets held for sale criteria as of December 31, 2019. The following table summarizes the assets and liabilities that have been classified as Assets held for sale on the Company’s consolidated balance sheets as of December 31, 2019 and 2018: December 31, December 31, 2019 2018 Oakmont Other Total Other Assets Current assets: Accounts receivable, net of allowance $ 580 $ — $ 580 $ — Prepaid expenses 34 — 34 — Other current assets 35 — 35 — Total current assets held for sale 649 — 649 — Long-term accounts receivable, net of allowance 3,194 — 3,194 — Cemetery property 5,811 350 6,161 350 Property and equipment, net of accumulated depreciation 2,762 150 2,912 407 Merchandise trusts, restricted, at fair value 6,673 — 6,673 — Perpetual care trusts, restricted, at fair value 2,470 — 2,470 — Deferred selling and obtaining costs 1,388 — 1,388 — Other assets 411 — 411 — Total assets held for sale $ 23,358 $ 500 $ 23,858 $ 757 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 102 $ — $ 102 $ — Current portion, long-term debt 36 — 36 — Other current liabilities 5,000 — 5,000 Total current liabilities held for sale 5,138 — 5,138 — Deferred revenues 12,856 — 12,856 — Perpetual care trust corpus 2,470 — 2,470 — Other long-term liabilities 204 — 204 — Total liabilities held for sale 20,668 — 20,668 — Net assets held for sale $ 2,690 $ 500 $ 3,190 $ 757 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
SEGMENT INFORMATION | 16. SEGMENT INFORMATION Management operates the Company in two reportable operating segments: Cemetery Operations and Funeral Home Operations. These operating segments reflect the way the Company manages its operations and makes business decisions. Management evaluates the performance of these operating segments based on interments performed, interment rights sold, pre-need at-need The following tables present financial information with respect to the Company’s segments (in thousands). Corporate costs represent those not directly associated with an operating segment, such as corporate overhead, interest expense and income taxes. Corporate assets primarily consist of cash and cash equivalents and restricted cash. Three Months Ended March 31, 2020 2019 STATEMENT OF OPERATIONS DATA: Cemetery Operations: Revenues $ 58,066 $ 57,910 Operating costs and expenses (51,138 ) (53,162 ) Depreciation and amortization (1,704 ) (1,962 ) Segment operating profit $ 5,224 $ 2,786 Funeral Home Operations: Revenues $ 13,179 $ 13,559 Operating costs and expenses (10,658 ) (11,500 ) Depreciation and amortization (539 ) (588 ) Segment operating profit $ 1,982 $ 1,471 Reconciliation of segment operating profit to net income (loss): Cemetery Operations $ 5,224 $ 2,786 Funeral Home Operations 1,982 1,471 Total segment profit 7,206 4,257 Corporate overhead (8,501 ) (13,413 ) Corporate depreciation and amortization (216 ) (207 ) Gain on sale of businesses 24,086 — Interest expense (12,284 ) (13,171 ) Income tax expense (1,288 ) — Net income (loss) $ 9,003 $ (22,534 ) CASH FLOW DATA: Capital expenditures: Cemetery Operations $ 1,188 $ 890 Funeral Home Operations 10 976 Corporate 875 37 Total capital expenditures $ 2,073 $ 1,903 March 31, 2020 December 31, 2019 BALANCE SHEET DATA: Assets: Cemetery Operations $ 1,394,901 $ 1,504,463 Funeral Home Operations 136,726 148,310 Corporate 56,792 66,595 Total assets $ 1,588,419 $ 1,719,368 Assets held for sale: Cemetery Operations $ 65,360 $ 20,819 Funeral Home Operations 12,490 3,039 Total assets held for sale $ 77,850 $ 23,858 Disposed assets: Cemetery Operations $ 20,445 $ — Funeral Home Operations 3,032 110 Total disposed assets $ 23,477 $ 110 | 23. SEGMENT INFORMATION Management operates the Company in two reportable operating segments: Cemetery Operations and Funeral Home Operations. These operating segments reflect the way the Company manages its operations and makes business decisions. Management evaluates the performance of these operating segments based on interments performed, interment rights sold, pre-need at-need The following tables present financial information with respect to the Company’s segments (in thousands). Corporate costs represent those not directly associated with an operating segment, such as corporate overhead, interest expense and income taxes. Corporate assets primarily consist of cash and cash equivalents and restricted cash. Year Ended December 31, 2019 2018 STATEMENT OF OPERATIONS DATA: Cemetery Operations (1) Revenues $ 237,887 $ 261,935 Operating costs and expenses (218,091 ) (238,974 ) Depreciation and amortization (7,420 ) (8,037 ) Segment operating profit $ 12,376 $ 14,924 Funeral Home Operations: Revenues 51,635 54,191 Operating costs and expenses (43,315 ) (44,525 ) Depreciation and amortization (2,376 ) (2,744 ) Segment operating profit $ 5,944 $ 6,922 Reconciliation of segment operating profit to net loss: Cemetery Operations 12,376 14,924 Funeral Home Operations 5,944 6,922 Total segment profit 18,320 21,846 Corporate overhead (51,107 ) (53,281 ) Corporate depreciation and amortization (986 ) (955 ) Other losses, net (8,106 ) (11,504 ) Loss on debt extinguishment (8,478 ) — Loss on impairment of goodwill (24,862 ) — Interest expense (48,519 ) (30,602 ) Income tax (expense) benefit (28,204 ) 1,797 Net loss $ (151,942 ) $ (72,699 ) Exit and disposal activities Cemetery Operations $ 935 $ — Funeral Home Operations 25 — Corporate 583 — Total exit and disposal activities $ 1,543 $ — CASH FLOW DATA: Capital expenditures: Cemetery Operations $ 4,871 $ 9,025 Funeral Home Operations 1,431 2,839 Corporate 115 308 Total capital expenditures $ 6,418 $ 12,172 (1) Segment operating profit for Cemetery Operations for the year ended December31, 2019 excludes the loss on impairment of goodwill recognized by the Company in 2019. December 31, December 31, BALANCE SHEET DATA: Assets: Cemetery Operations $ 1,504,463 $ 1,509,947 Funeral Home Operations 148,310 136,064 Corporate 66,595 24,370 Total assets $ 1,719,368 $ 1,670,381 Goodwill: Cemetery Operations $ — $ 24,862 Assets held for sale: Cemetery Operations $ 20,819 $ 349 Funeral Home Operations 3,039 408 Total assets held for sale $ 23,858 $ 757 Disposed assets: Cemetery Operations $ — $ 18 Funeral Home Operations 110 586 Total disposed assets $ 110 $ 604 |
SUPPLEMENTAL CONSOLIDATED CASH
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION | 17. SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION The tables presented below provide supplemental information to the unaudited condensed consolidated statements of cash flows regarding contract origination and maturity activity included in the pertinent captions on the Company’s unaudited condensed consolidated statements of cash flows (in thousands): Three months ended March 31, 2020 2019 Accounts Receivable Pre-need/at-need $ (25,457 ) $ (27,587 ) Cash receipts from sales on credit (post-origination) 23,862 25,622 Changes in accounts receivable, net of allowance $ (1,595 ) $ (1,965 ) Customer Contract Liabilities Deferrals: Cash receipts from customer deposits at origination, net of refunds $ 35,586 $ 34,205 Withdrawals of realized income from merchandise trusts during the period 2,684 2,124 Pre-need/at-need 25,457 27,587 Undistributed merchandise trust investment earnings, net (1,595 ) 3,610 Recognition: Merchandise trust investment income, net withdrawn as of end of period (2,107 ) (2,255 ) Recognized maturities of customer contracts collected as of end of period (45,989 ) (46,131 ) Recognized maturities of customer contracts uncollected as of end of period (7,602 ) (10,556 ) Changes in customer contract liabilities $ 6,434 $ 8,584 | 24. SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION The tables presented below provide supplemental information to the consolidated statements of cash flows regarding contract origination and maturity activity included in the pertinent captions on the Company’s consolidated statements of cash flows (in thousands): Year ended December 31, 2019 2018 Accounts Receivable Pre-need/at-need (113,759 ) $ (126,199 ) Cash receipts from sales on credit (post-origination) 105,126 130,697 Changes in accounts receivable, net of allowance $ (8,633 ) $ 4,498 Customer Contract Liabilities Deferrals: Cash receipts from customer deposits at origination, net of refunds $ 141,264 $ 146,279 Withdrawals of realized income from merchandise trusts during the period 8,537 15,582 Pre-need/at-need 113,759 126,199 Undistributed merchandise trust investment earnings, net 13,389 (2,725 ) Recognition: Merchandise trust investment income, net withdrawn as of end of period (9,555 ) (9,618 ) Recognized maturities of customer contracts collected as of end of period (204,629 ) (188,897 ) Recognized maturities of customer contracts uncollected as of end of period (26,109 ) (49,415 ) Changes in customer contract liabilities $ 36,656 $ 37,405 |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 25. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following summarizes certain quarterly results of operations data: First Second Quarter Third Fourth Quarter (in thousands, except per unit data) Year Ended December 31, 2019 Revenues $ 71,469 $ 78,495 $ 73,151 $ 66,407 Gross loss (1) (9,363 ) (6,759 ) (6,441 ) (11,210 ) Net loss (2) (22,534 ) (34,398 ) (42,652 ) (52,358 ) Net loss per common share (basic and diluted) (2) $ (0.59 ) $ (0.87 ) $ (1.10 ) $ (1.23 ) Year Ended December 31, 2018 Revenues $ 77,945 $ 81,571 $ 73,185 $ 83,425 Gross loss (1) (8,026 ) (8,738 ) (10,016 ) (5,610 ) Net loss (2) (17,923 ) (17,017 ) (17,225 ) (20,534 ) General partner’s interest in net income (loss) for the period (187 ) (177 ) (179 ) (214 ) Limited partners’ interest in net loss for the period (17,736 ) (16,840 ) (17,046 ) (20,320 ) Net loss per common limited partner unit (basic and diluted) (2) $ (0.47 ) $ (0.44 ) $ (0.45 ) $ (0.54 ) (1) Gross profit (loss) is computed based upon total revenues less total costs and expenses per the consolidated statements of operations for each quarter. (2) Net loss per common share for the year ended December 31, 2019 and net loss per common limited partners unit for the year ended December 31, 2018 were computed independently for each quarter and the full year based upon respective weighted-average outstanding common shares or common limited partners unit. Therefore, the sum of the quarterly per common share or per common limited partners unit amounts for the year ended December 31, 2019 and 2018, respectively, may not equal the annual per share amounts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS Amendments to Indenture and Capital Raise On April 1, 2020, the Partnership and CFS West Virginia (collectively, the “Issuers”) and Wilmington Trust, National Association, as trustee, entered into the Third Supplemental Indenture (the “Supplemental Indenture”) to the Indenture. Pursuant to the terms of the Supplemental Indenture, the following financial covenants were amended: • The Interest Coverage Ratio measurements at March 31, June 30 and September 30, 2020 were eliminated and replaced with a Minimum Operating Cash Flow covenant of $(25.0 million), $(35.0 million) and $(35.0 million), respectively; • The required Interest Coverage Ratios at December 31, 2020, March 31, 2021 and June 30, 2021 were reduced to 0.00x, 0.75x and 1.10x, respectively, from 1.15x, 1.25x and 1.30x; and • The Asset Coverage tests at March 31, June 30, September 30 and December 31, 2020 were reduced to 1.40x from 1.60x. In addition, the premium payable upon voluntary redemption of the Senior Secured Notes on or after June 27, 2021 and before June 27, 2022 was increased from 4.0% to 5.0% and the premium payable upon any such voluntary redemption on or after June 27, 2022 and before June 27, 2023 was increased from 2.0% to 3.0%. The Issuers also agreed in the Supplemental Indenture to use their best efforts to cause the Company to effectuate a rights offering on the terms described below as promptly as practicable with an expiration date no later than July 24, 2020 and to receive proceeds of not less than $8.2 million therefrom (in addition to the $8.8 million capital raise described below). Concurrently with the execution of the Supplemental Indenture, the Company entered into a letter agreement (the “Axar Commitment”) with Axar pursuant to which Axar committed to (a) purchase shares of our Series A Preferred Stock with an aggregate purchase price of $8.8 million on April 3, 2020, (b) exercise its basic rights in the rights offering by tendering the shares of Series A Preferred Stock so purchased for shares of Common Stock and (c) purchasing any shares offered in the rights offering for which other stockholders do not exercise their rights, up to a maximum of an additional $8.2 million of such shares. The Company did not pay Axar any commitment, backstop or other fees in connection with the Axar Commitment. On April 3, 2020, as contemplated by the Axar Commitment, the Company and Axar CL SPV LLC, Star V Partners LLC and Blackwell Partners LLC –Series E. (the “2020 Purchasers”) entered into a Series A Preferred Stock Purchase Agreement (the “2020 Preferred Purchase Agreement”) pursuant to which the Company sold 176 shares of its Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”), for a cash price of $50,000 per share, an aggregate of $8.8 million. The Company offered and sold the Preferred Shares in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Company relied on this exemption from registration based in part on representations made by the 2020 Purchasers in the 2020 Preferred Purchase Agreement. Under the terms of the Supplemental Indenture and the Axar Commitment, the Company agreed to undertake an offering to holders of its Common Stock of transferable rights to purchase their pro rata share of shares of Common Stock with an aggregate exercise price of at least $17.0 million at a price of $0.73 per share. The rights offering period, during which the rights will be transferable, will be no less than 20 calendar days and no more than 45 calendar days. The Company agreed to use its best efforts to complete the rights offering with an expiration date no later than July 24, 2020. Strategic Partnership Agreement On April 2, 2020, the Company entered into two multi-year Master Services Agreements (the “MSAs”) with Moon Landscaping, Inc. and its affiliate, Rickert Landscaping, Inc. (collectively “Moon”). Under the terms of the MSAs, Moon will provide all grounds and maintenance services at most of the funeral homes, cemeteries and other properties the Company owns or manages including, but not limited to, landscaping, openings and closings, burials, installations, routine maintenance and janitorial services. Moon will hire all of the Company’s grounds and maintenance employees at the serviced locations and will perform all functions currently handled by those employees. The Company expects the implementation of the MSAs to take place on a clustered basis over the next three to four months, with full implementation expected no later than July 31, 2020. The Company agreed to pay a total of approximately $241.0 million over the term of the contract, which runs through December 31, 2024, based upon an initial annual cost of $49.0 million and annual increases of 2%. The first year cost will be prorated based upon exact implementation and roll-out Each party has the right to terminate the MSAs at any time on six months’ prior written notice, provided that if the Company terminate the MSAs without cause, it will be obligated to pay Moon an equipment credit fee in the amount of $1.0 million for each year remaining in the term, prorated for the portion of the year in which any such termination occurs. The MSAs also contain representations, covenants and indemnity provisions that are customary for agreements of this nature. Divestitures On April 7, 2020, the Company completed the Olivet Sale for a net cash purchase price of $24.3 million, subject to certain adjustments, and the assumption of certain liabilities, including $17.1 million in land purchase obligations. The Company used net proceeds of $20.5 million to redeem additional Senior Secured Notes as required by the Indenture. Cost Reduction Initiatives Related to COVID-19 In an effort to minimize the impact of the COVID-19 Amendment of Plan On May 5, 2020, the Company’s Board approved the second amendment (the “Amendment”) to the Plan, which increased the number of shares of the Company’s common stock reserved for delivery under the Plan by 1,375,000 shares, provided that such additional shares may not be delivered pursuant to awards under the Plan unless and until the increase is approved by the stockholders of the Company, and any awards under the Plan with respect to such additional shares will be expressly conditioned upon receipt of such approval. The Company plans to submit the Plan, as so amended, to its stockholders for their approval at the 2020 annual meeting of stockholders. NYSE Delisting Notification On April 14, 2020, the Company received notice from the New York Stock Exchange (the “NYSE”) stating that upon its review of the Company’s financial condition, the NYSE has concluded that the Company is not in compliance with the NYSE’s continued listing requirements (the “NYSE Notification”), since as of April 13, 2020, the 30-trading trading-day trading-day The Company has a period of six months following the receipt of the NYSE Notification to regain compliance with the minimum share price requirement, which period has been tolled from April 21, 2020 through June 30, 2020. In order to regain compliance, on the last trading day of any calendar month during the cure period, the Common Stock must have (i) a closing price of at least $1.00 per share and (ii) an average closing price of at least $1.00 per share over the 30-trading six-month | 26. SUBSEQUENT EVENTS Divestitures In the fourth quarter of 2019, the Company launched an asset sale program designed to divest assets at attractive multiples, reduce debt levels and improve the Company’s cash flow and liquidity. Execution of this program has resulted in the following divestiture activity: On January 3, 2020, the Company sold substantially all of the assets of Oakmont Memorial Park, Oakmont Funeral Home, Redwood Chapel, Inspiration Chapel and Oakmont Crematory located in California pursuant to the terms of an asset sale agreement (the “Oakmont Agreement”) with Carriage Funeral Holdings, Inc. for an aggregate cash purchase price of $33.0 million (the “Oakmont Sale”). The divested assets consisted of one cemetery, one funeral home and certain related assets. The Oakmont Sale resulted in a gain exceeding approximately $20.0 million for the Company, which it will recognize in its condensed consolidated statement of operations for the quarter ended March 31, 2020. For further details on the assets and liabilities the Company divested in connection with the Oakmont Sale, see Note 22 Assets Held for Sale In March 2020, the Company entered into an asset sale agreement for the sale of substantially all of the assets of the cemetery, funeral establishment and crematory commonly known as Olivet Memorial Park, Olivet Funeral and Cremation Services and Olivet Memorial Park & Crematory (the “Olivet Agreement”) with Cypress Lawn Cemetery Association for a net cash purchase price of $24.3 million, subject to certain adjustments (the “Olivet Sale”). In addition, in March 2020, the Company entered into an asset sale agreement (the “California Agreement”) with certain entities owned by John Yeatman and Guy Saxton to sell substantially all of the Company’s remaining California properties, consisting of five cemeteries, six funeral establishments and four crematories (the “Remaining California Assets”) for a cash purchase price of $7.1 million, subject to certain closing adjustments (the “Remaining California Sale”). In January 2020, the Company redeemed an aggregate $30.4 million of principal on the Senior Secured Notes, primarily using the net proceeds from the Oakmont Sale. Per the Indenture, the Company anticipates using the first $23.7 million of net proceeds from the Olivet Sale and the Remaining California Sale and 80% of the remaining net proceeds from the Olivet Sale along with 80% of the net proceeds from the Remaining California Sale to redeem additional portions of the outstanding Senior Secured Notes. Discontinued Operations The Company’s recently consummated Oakmont Sale and Olivet Sale and pending Remaining California Sale (collectively, the “Total California Sale”) meet the criteria in ASC 205, Discontinued Operations The Company will present the assets and liabilities associated with the Total California Sale separately in the asset and liability sections of its consolidated balance sheets and will report the results of operations of the above-mentioned divestitures separately in its consolidated statements of operations for all periods presented in its periodic filings beginning with its quarterly report on Form 10-Q COVID-19 The outbreak of COVID-19 COVID-19, COVID-19, COVID-19 The Company’s marketing and sales team has quickly responded to the sales challenges presented by the COVID-19 web-based Like most businesses world-wide, the COVID-19 COVID-19 pre-need pre-need COVID-19 pre-need Amendments to the Indenture and Capital Raise in 2020 On April 1, 2020, the Partnership and Cornerstone (collectively with the Partnership, the “Issuers”) and Wilmington Trust, National Association, as trustee, entered into the Third Supplemental Indenture (the “Supplemental Indenture”) to the Indenture. Pursuant to the terms of the Supplemental Indenture: 1. The following financial covenants were amended: a. The Interest Coverage Ratio measurements at March 31, June 30 and September 30, 2020 were eliminated and replaced with a Minimum Operating Cash Flow covenant of $(25.0 million), $(35.0 million) and $(35.0 million), respectively; b. The required Interest Coverage Ratios at December 31, 2020, March 31, 2021 and June 30, 2021 were reduced to 0.00x, 0.75x and 1.10x, respectively, from 1.15x, 1.25x and 1.30x; and c. The Asset Coverage tests at March 31, June 30, September 30 and December 31, 2020 were reduced to 1.40x from 1.60x; 2. The premium payable upon voluntary redemption of the Senior Secured Notes on or after June 27, 2021 and before June 27, 2022 was increased from 4.0% to 5.0% and the premium payable upon any such voluntary redemption on or after June 27, 2022 and before June 27, 2023 was increased from 2.0% to 3.0%; and 3. The Issuers agreed to use their best efforts to cause the Company to effectuate a rights offering on the terms described below as promptly as practicable with an expiration date no later than July 24, 2020 and to receive proceeds of not less than $8.2 million therefrom (in addition to the $8.8 million capital raise described below). The foregoing amendments effected by the Supplemental Indenture will become operational when the Company pays a $5 million consent fee to the holders of the Senior Secured Notes, of which $3.5 million will be paid in cash and $1.5 million will be paid by increasing the principal amount of the Senior Secured Notes outstanding, and satisfies other specified conditions. Concurrently with the execution of the Supplemental Indenture, the Company entered into a letter agreement (the “Axar Commitment”) with Axar pursuant to which Axar committed to (a) purchase shares of our Series A Preferred Stock with an aggregate purchase price of $8.8 million on April 3, 2020, (b) exercise its basic rights in the rights offering by tendering the shares of Series A Preferred Stock so purchased for shares of Common Stock and (c) purchasing any shares offered in the rights offering for which other stockholders do not exercise their rights, up to a maximum of an additional $8.2 million of such shares. The Company did not pay Axar any commitment, backstop or other fees in connection with the Axar Commitment. On April 3, 2020, as contemplated by the Axar Commitment, the Company and Axar CL SPV LLC, Star V Partners LLC and Blackwell Partners LLC –Series E. (the “2020 Purchasers”) entered into a Series A Preferred Stock Purchase Agreement (the “2020 Preferred Purchase Agreement”) pursuant to which the Company sold 176 shares of its Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”), for a cash price of $50,000 per share, an aggregate of $8.8 million. The Company offered and sold the Preferred Shares in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Company relied on this exemption from registration based in part on representations made by the 2020 Purchasers in the 2020 Preferred Purchase Agreement. Under the terms of the Supplemental Indenture and the Axar Commitment, the Company agreed to undertake an offering to holders of its Common Stock of transferable rights to purchase their pro rata share of shares of Common Stock with an aggregate exercise price of at least $17 million at a price of $0.73 per share. The rights offering period, during which the rights will be transferable, will be no less than 20 calendar days and no more than 45 calendar days. The Company agreed to use its best efforts to complete the rights offering with an expiration date no later than July 24, 2020. Strategic Partnership Agreement On April 2, 2020, the Company entered into two multi-year Master Services Agreements (the “MSAs”) with Moon Landscaping, Inc. and its affiliate, Rickert Landscaping, Inc. (collectively “Moon”). Under the terms of the MSAs, Moon will provide all grounds and maintenance services at most of the funeral homes, cemeteries and other properties the Company owns or manages including, but not limited to, landscaping, openings and closings, burials, installations, routine maintenance and janitorial services. Moon will hire all of the Company’s grounds and maintenance employees at the serviced locations and will perform all functions currently handled by those employees. The Company expects the implementation of the MSAs to take place on a clustered basis over the next three to four months, with full implementation expected no later than July 31, 2020. The Company agreed to pay a total of approximately $241 million over the term of the contract, which runs through December 31, 2024, based upon an initial annual cost of $49 million and annual increases of 2%. The first year cost will be prorated based upon exact implementation and roll-out Each party has the right to terminate the MSAs at any time on six months’ prior written notice, provided that if the Company terminate the MSAs without cause, it will be obligated to pay Moon an equipment credit fee in the amount of $1.0 million for each year remaining in the term, prorated for the portion of the year in which any such termination occurs. The MSAs also contain representations, covenants and indemnity provisions that are customary for agreements of this nature. |
OWNERS' EQUITY
OWNERS' EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
OWNERS' EQUITY | 10. OWNERS’ EQUITY Capital Stock Effective as of the C-Corporation At March 31, 2020, 94,477,102 shares of Common Stock were issued and outstanding and no shares of Preferred Stock were issued or outstanding. At March 31, 2020, there were 105,522,898 shares of Common Stock available for issuance, including 1,133,542 shares available for issuance as stock-based incentive compensation under the Company’s long-term incentive plan (the “Plan”), and 10,000,000 shares of Preferred Stock available for issuance. For further details on events affecting the Company’s capital stock subsequent to March 31, 2020, see Note 18 Subsequent Events Stock-based Compensation The Plan permits the granting of awards covering a total of 8,500,000 common units of the Company. A “unit” under the Plan is defined as a common unit of the Company and such other securities as may be substituted or resubstituted for common units of the Company, including but not limited to shares of the Company’s common stock. The Plan is intended to promote the interests of the Company by providing to employees, consultants and directors of the Company incentive compensation awards to encourage superior performance and enhance the Company’s ability to attract and retain the services of individuals who are essential for its growth and profitability and to encourage them to devote their best efforts to advancing the Company’s business. For further details on changes to the Plan subsequent to March 31, 2020, see Note 18 Subsequent Events Non-qualified On December 18, 2019, the Compensation Committee approved the granting of options to employees of the Company, including certain members of senior management to purchase an aggregate of 5.5 million common shares at an exercise price of $1.20 per share. The option awards vest in three equal annual installments on each December 18 (or first business day thereafter) commencing on December 18, 2020, provided that the recipient remains employed by the Company. The Company measured the option awards at their grant-date fair value utilizing the Black-Scholes model and will recognize stock compensation expense on a straight-line basis over the weighted-average service period, which is expected to be three years. The option awards expire no later than 10 years from the date of grant. A rollforward of stock options as of March 31, 2020 is as follows: Number of Stock Weighted Average Weighted Average Total outstanding at December 31, 2019 5,500,000 $ 0.34 $ 1.20 Options granted — — — Options exercisable — — — Options exercised — — — Options forfeited (225,000 ) 0.34 1.20 Options expired — — — Total outstanding at March 31, 2020 5,275,000 $ 0.34 $ 1.20 For the three months ended March 31, 2020, non-cash Assumptions used in calculating the fair value of the stock options granted are summarized below: 2019 Options Granted Valuation assumptions: Expected dividend yield None Expected volatility 23.41 % Expected term (years) 6.0 Risk-free interest rate 1.78 % Weighted average: Exercise price per stock option $ 1.20 Market price per share $ 1.23 Weighted average fair value per stock option $ 0.34 Phantom Unit and Restricted Unit Awards A rollforward of phantom unit and restricted unit awards as of March 31, 2020 is as follows: Number of Phantom Unit and Weighted Average Grant Date Total non-vested 559,218 $ 3.67 Units issued 18,518 1.08 Units vested (46,875 ) 3.88 Units forfeited — — Total non-vested 530,861 $ 3.56 For the three months ended March 31, 2020 and 2019, the Company recognized $0.2 million and $0.3 million, respectively, of non-cash |
GENERAL (Policies)
GENERAL (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Nature of Operations | Nature of Operations The Company is a provider of funeral and cemetery products and services in the death care industry in the United States. As of March 31, 2020, the Company operated 319 cemeteries in 27 states and Puerto Rico, of which 289 were owned and 30 were operated under lease, management or operating agreements. The Company also owned and operated 88 funeral homes, including 41 located on the grounds of cemetery properties that the Company owned, in 17 states and Puerto Rico. The Company’s cemeteries provide cemetery property interment rights, such as burial lots, lawn and mausoleum crypts, and cremation niches. Cemetery merchandise is comprised of burial vaults, caskets, grave markers and memorials. Cemetery services include the installation of this merchandise and other service items. The Company sells these products and services both at the time of death, which is referred to as at-need, pre-need. The Company’s funeral home services include family consultation, the removal and preparation of remains, insurance products and the use of funeral home facilities for visitation and memorial services. | Nature of Operations StoneMor Inc. is a leading provider of funeral and cemetery products and services in the death care industry in the U.S. As of December 31, 2019, the Company operated 321 cemeteries in 27 states and Puerto Rico, of which 291 were owned and 30 were operated under lease, management or operating agreements. The Company also owned and operated 90 funeral homes, including 42 located on the grounds of cemetery properties that the Company owns, in 17 states and Puerto Rico. The Company’s cemeteries provide cemetery property interment rights, such as burial lots, lawn and mausoleum crypts, and cremation niches. Cemetery merchandise is comprised of burial vaults, caskets, grave markers and memorials and cemetery services, which include the installation of this merchandise and other service items. The Company sells these products and services both at the time of death, which is referred to as at-need, pre-need. The Company’s funeral home services include family consultation, the removal and preparation of remains, insurance products and the use of funeral home facilities for visitation and memorial services. |
C-Corporation Conversion | C-Corporation On December 31, 2019, pursuant to the terms of the Merger Agreement, the Company completed the following series of reorganization transactions (which the Company sometimes refer to collectively as the “C-Corporation • GP Holdings contributed its entire equity interest in the Partnership to StoneMor GP and, in exchange, ultimately received an aggregate of 5,099,969 shares of the Company’s common stock; • StoneMor GP contributed the common units in the Partnership it received from GP Holdings to StoneMor LP Holdings, LLC (“LP Sub”), a Delaware limited liability company and wholly-owned subsidiary of StoneMor GP; • Merger Sub merged with and into the Partnership, with the Partnership surviving as a Delaware limited partnership, and pursuant to which each outstanding Series A Convertible Preferred Unit (defined within) and Common Unit (defined within) (other than the common units held by LP Sub) was converted into the right to receive one share of the Company’s common stock; and • StoneMor GP converted from a Delaware limited liability company to a Delaware corporation called StoneMor Inc. As a result of the C-Corporation The C-Corporation | C-Corporation On December 31, 2019, pursuant to the terms of the Merger Agreement, the Company completed the following series of reorganization transactions (which the Company sometimes refer to collectively as the “C-Corporation • GP Holdings contributed its entire equity interest in the Partnership to StoneMor GP and, in exchange, ultimately received an aggregate of 5,099,969 shares of the Company’s common stock; • StoneMor GP contributed the common units in the Partnership it received from GP Holdings to LP Sub, a Delaware limited liability company and wholly-owned subsidiary of StoneMor GP; • Merger Sub merged with and into the Partnership, with the Partnership surviving as a Delaware limited partnership, and pursuant to which each outstanding Series A Convertible Preferred Unit (defined within) and Common Unit (defined within) (other than the common units held by LP Sub) was converted into the right to receive one share of the Company’s common stock; and • StoneMor GP converted from a Delaware limited liability company to a Delaware corporation called StoneMor Inc. As a result of the C-Corporation The C-Corporation |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements, which are unaudited, have been prepared in accordance with the requirements of the Quarterly Report on Form 10-Q 10-K. 10-K The unaudited condensed consolidated financial statements include the accounts of each of the Company’s 100% owned 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 30 cemeteries under long-term leases, operating agreements and management agreements. The operations of 16 of these managed cemeteries have been consolidated. The Company operates 14 cemeteries under long-term leases and other 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 the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities, since the Company controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases, and other agreements associated with these properties, which are subject to certain termination provisions, the Company is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Company will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Company has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. | Basis of Presentation and Principles of Consolidation The consolidated financial statements included in this Annual Report have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). All intercompany transactions and balances have been eliminated. The consolidated financial statements include the accounts of StoneMor Inc. and StoneMor Partnership L.P., each together with their consolidated subsidiaries. Financial results as of and for the years ended December 31, 2019 and 2018 are the financial results of StoneMor Inc. and StoneMor Partners L.P., the Company’s predecessor for accounting purposes, as there was no activity under StoneMor Inc. prior to December 31, 2019. Earnings per share and weighted-average common shares outstanding for the years ended December 31, 2019 and 2018 have been presented giving pro forma effect to C-Corporation The consolidated financial statements include the accounts of each of the Company’s 100% owned 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 30 cemeteries under long-term leases, operating agreements and management agreements. The operations of 16 of these managed cemeteries have been consolidated. On May 10, 2019, the Company terminated one of the management agreements and recorded a $2.1 million loss upon the termination, which is included in Other losses, net in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018. The Company operates 14 cemeteries under long-term leases and other 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 the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities, since the Company controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases and other agreements associated with these properties, which are subject to certain termination provisions, the Company is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Company will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Company has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. |
Correction of a prior period error related to the predecessor | Correction of a prior period error related to the predecessor The Company has revised its consolidated balance sheet as of December 31, 2018 for the correction of the accounting related to the implementation of Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers , pre-installed pre-installed, The following table presents the corrections that were made to the consolidated balance sheet as of December 31, 2018: 2018 2018 As Previously Reported Reclassifications As Adjusted Assets Cemetery property $ 330,841 $ 296 $ 331,137 Deferred selling and obtaining costs $ 112,660 $ 984 $ 113,644 Total assets $ 1,669,101 $ 1,280 $ 1,670,381 Liabilities Deferred revenues $ 914,286 $ 5,320 $ 919,606 Total liabilities $ 1,675,679 $ 5,320 $ 1,680,999 Members’ Equity Members’ equity $ (6,578 ) $ (4,040 ) $ (10,618 ) | |
Recapitalization Transactions | Recapitalization Transactions Series A Preferred Offering On June 27, 2019, funds and accounts affiliated with Axar Capital, a related party and as of the date of the transaction and December 31, 2019, the largest holder of the Company’s outstanding common shares of record, and certain other investors and the Company entered into the Series A Purchase Agreement pursuant to which the Partnership sold to the Purchasers an aggregate of 52,083,333 of the Partnership’s Series A Convertible Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership with certain rights, preferences and privileges as are set forth in the Partnership’s Third Amended Partnership Agreement dated as of June 27, 2019 at a purchase price of $1.1040 per Preferred Unit, reflecting an 8% discount to the liquidation preference of each Preferred Unit, for an aggregate purchase price of $57.5 million (the “Preferred Offering”). Senior Secured Notes Concurrently with the closing of the Preferred Offering, the Company completed a private placement of $385.0 million of 9.875%/11.500% Senior Secured Notes (the “Senior Secured Notes”) to certain financial institutions (collectively with the Preferred Offering, the “Recapitalization Transactions”). The net proceeds of the Recapitalization Transactions were used to fully repay the then-outstanding senior notes due in June 2021, retire the Company’s revolving credit facility due in May 2020 and pay the associated transaction expenses, with the remaining balance reserved for general corporate purposes. The Company has the right and expects to pay quarterly interest at a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind through January 30, 2022. The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. | |
Uses and Sources of Liquidity | Uses and Sources of Liquidity The Company’s primary sources of liquidity are cash generated from operations, the remaining balance of the proceeds from the sale of the Senior Secured Notes and proceeds from asset sales. The Company’s primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service. In general, as part of its operating strategy, the Company expects to fund: • working capital deficits through available cash, including the remaining balance of the proceeds from the sale of the Senior Secured Notes, cash generated from operations and proceeds from asset sales; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations or proceeds from asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution related (see “Summary of Significant Accounting Policies” section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any maintenance capital expenditures through available cash and cash flows from operating activities. While the Company relies heavily on its available cash and cash flows from operating activities to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Company cannot be certain that sufficient capital will be generated through operations or be available to the Company to the extent required and on acceptable terms. The Company has experienced negative financial trends, including use of cash in operating activities, which, when considered in the aggregate, could raise substantial doubt about the Company’s ability to continue as a going concern. These negative financial trends include: • the Company has continued to incur net losses for the year ended December 31, 2019 and has an accumulated deficit and negative cash flow from operating activities as of December 31, 2019, due to an increased competitive environment, increased expenses due to the consummated C-Corporation • a decline in billings coupled with the increase in professional, compliance and consulting expenses that tightened the Company’s liquidity position and increased reliance on long-term financial obligations. During 2018 and 2019, the Company implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • sold an aggregate of 52,083,333 Preferred Units for an aggregate purchase price of $57.5 million and completed a private placement of $385.0 million of the Senior Secured Notes. The net proceeds of both transactions were used to fully repay the then-outstanding senior notes due in June 2021 and retire the Company’s revolving credit facility due in May 2020; • continue to manage recurring operating expenses and seek to limit non-recurring • identify and complete sales of select assets to provide supplemental liquidity. In addition, there is no certainty that the Company’s actual operating performance and cash flows will not be substantially different from forecasted results and no certainty the Company will not need amendments to the Indenture in the future and such amendments will be granted. Factors that could impact the significant assumptions used by the Company in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts; • failing to generate profitable sales; • investments in the Company’s trust funds experiencing significant declines due to factors outside its control; • being unable to compete successfully with other cemeteries and funeral homes in the Company’s markets; • the number of deaths in the Company’s markets declining; and • the mix of funeral and cemetery revenues between burials and cremations. If the Company’s planned, implemented and not yet implemented actions are not completed or implemented and cash savings are not realized, or the Company fails to improve its operating performance and cash flows or the Company is not able to comply with the covenants under the Indenture, the Company may be forced to limit its business activities, limit its ability to implement further modifications to its operations or limit the effectiveness of some actions that are included in its forecasts, amend its Indenture and/or seek other sources of capital, and the Company may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Company’s access to inventory or services that are important to the operation of the Company’s business. Any of these events may have a material adverse effect on the Company’s results of operations and financial condition. The ability of the Company to continue as a going concern is dependent upon achieving the action plans noted above. Based on the Company’s forecasted operating performance, planned actions to improve the Company’s profitability and cash flows, the execution of the Supplemental Indenture and the Axar Commitment and the consummation of the transactions contemplated thereby, including receipt of not less than $17.0 million in proceeds from the contemplated rights offering, together with plans to file its financial statements on a timely basis consistent with the debt covenants and commitment to filing its periodic reports on a timely basis consistent with the debt covenants, the Company does not believe it is probable that it will breach the covenants under the Indenture or be unable to continue as a going concern for the next twelve-month period. As such, the consolidated financial statements for the years ended December 31, 2019 and 2018 were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments, if any, that would be necessary should the Company be required to liquidate its assets. | |
Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions as described in its Annual Report. These estimates and assumptions may affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could differ from those estimates. | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions as described in this Annual Report. These estimates and assumptions may affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could differ from those estimates. |
Cash and Cash Equivalents | 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. Cash and Cash Equivalents was $27.1 million and $34.9 million as of March 31, 2020 and December 31, 2019, 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. Cash and Cash Equivalents was $34.9 million and $18.1 million as of December 31, 2019 and December 31, 2018, respectively. |
Restricted Cash | Restricted Cash Cash that is restricted from withdrawal or use under the terms of certain contractual agreements is recorded as restricted cash. Restricted cash was $20.4 million and $21.9 million as of March 31, 2020 and December 31, 2019, respectively, which primarily related to cash collateralization of the Company’s letters of credit and surety bonds, and at December 31, 2019 also included a $5.0 million refundable deposit received in connection with the sale of one of the Company’s properties. | Restricted Cash Cash that is restricted from withdrawal or use under the terms of certain contractual agreements is recorded as restricted cash. Restricted cash was $21.9 million as of December 31, 2019, primarily related to cash collateralization of the Company’s letters of credit and surety bonds and the $5.0 million refundable deposit the Company received in October 2019, in connection with the non-binding |
Revenues and Deferred Revenues | Revenue The Company’s revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at-need pre-need, pre-need pre-need Pre-need Investment income is earned on certain payments received from customers on pre-need Pre-need At the time of a non-cancellable pre-need pre-need In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers pre-need up-front up-front up-front In addition, the Company maintains a reserve representing the fair value of the refund obligation that may arise due to state law provisions that include a guarantee of customer funds collected on unfulfilled performance obligations and maintained in trust to the extent that the funds are refundable upon a customer’s exercise of any cancellation rights. Sales taxes assessed by governmental authorities are excluded from revenue. Any shipping and handling costs that are incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. Nature of Goods and Services The following is a description of the principal activities within the Company’s two reportable segments from which the Company generates its revenue. Cemetery Operations The Company generates revenues in its Cemetery Operations segment principally from (1) providing rights to inter remains in a specific cemetery property inventory space such as burial lots and constructed mausoleum crypts (“Interments”), (2) sales of cemetery merchandise which includes markers (i.e., method of identifying a deceased person in a burial space, crypt or niche), base (i.e., the substrate upon which a marker is placed), vault (i.e., a container installed in the burial lot in which the casket is placed), caskets, cremation niches and other cemetery related items and (3) service revenues, including opening and closing, a service of digging and refilling burial spaces to install the burial vault and place the casket into the vault, cremation services and fees for installation of cemetery merchandise. Products and services may be sold separately or in packages. For packages, the Company accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services in a package based on their relative stand-alone selling prices. The stand-alone selling price is determined by management based upon local market conditions and reasonable ranges for both merchandise and services which is the best estimate of the stand-alone price. For items that are not sold separately (e.g., second interment rights), the Company estimates stand-alone selling prices using the best estimate of market value, using inputs such as average selling price and list price broken down by each geographic location. Additionally, the Company considers typical sales promotions that could have impacted the stand-alone selling price estimates. Interments revenue is recognized when control transfers, which is when the property is available for use by the customer. For pre-construction Merchandise revenue and deferred investment earnings on merchandise trusts are recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (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 the Company). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligation. The estimate of the refund obligation is reevaluated on a quarterly basis. In addition, the Company is entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need Service revenue is recognized when the services are performed, and the performance obligation is thereby satisfied. The cost of goods sold related to merchandise and services reflects the actual cost of purchasing products and performing services and the value of cemetery property depleted through the recognized sales of interment rights. The costs related to the sales of lots and crypts are determined systematically using a specific identification method under which the total value of the underlying cemetery property and the lots available to be sold at the location are used to determine the cost per lot. Funeral Home Operations The Company generates revenues in its Funeral Home Operations segment principally from (1) sales of funeral home merchandise which includes caskets and other funeral related items and (2) service revenues, which includes services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation and services of remembrance. The Funeral Home Operations segment also include revenues related to the sale of term and whole life insurance on an agency basis, in which the Company earns a commission from the sales of these policies. Insurance commission revenue is reported within service revenues. Products and services may be sold separately or in packages. For packages, the Company accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services based on their relative stand-alone selling prices. The relative stand-alone selling price is determined by management’s best estimate of the stand-alone price based upon the list price at each location. The revenue generated by the Company through its Funeral Home Operations segment is principally derived from at-need Merchandise revenue is recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (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). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligations. The estimate of the refund obligation is reevaluated on a quarterly basis. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. Costs related to the delivery or performance of merchandise and services are charged to expense when merchandise is delivered or services are performed. Deferred Revenues Revenues from the sale of services and merchandise as well as any investment income from the merchandise trusts is deferred until such time that the services are performed or the merchandise is delivered. In addition, for amounts deferred on new contracts and investment income and unrealized gains on our merchandise trusts, deferred revenues include deferred revenues from pre-need pre-need | Revenues The Company’s revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at-need pre-need, pre-need pre-need Pre-need Investment income pre-need Pre-need At the time of a non-cancellable pre-need pre-need In accordance with ASC 606, the Company recognizes revenue in the amount to which the Company expect to be entitled to when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company only recognizes amounts due from a customer for unfulfilled performance obligations on a cancellable pre-need up-front up-front up-front In addition, the Company maintains a reserve representing the fair value of the refund obligation that may arise due to state law provisions that include a guarantee of customer funds collected on unfulfilled performance obligations and maintained in trust to the extent that the funds are refundable upon a customer’s exercise of any cancellation rights. Sales taxes assessed by governmental authorities are excluded from revenue. Any shipping and handling costs that are incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. Nature of Goods and Services The following is a description of the principal activities within the Company’s two reportable segments from which the Company generates its revenue. Cemetery Operations The Company generates revenues in its Cemetery Operations segment principally from (1) providing rights to inter remains in a specific cemetery property inventory space such as burial lots and constructed mausoleum crypts (“Interments”), (2) sales of cemetery merchandise which includes markers (i.e., method of identifying a deceased person in a burial space, crypt or niche), base (i.e., the substrate upon which a marker is placed), vault (i.e., a container installed in the burial lot in which the casket is placed), caskets, cremation niches and other cemetery related items and (3) service revenues, including opening and closing, a service of digging and refilling burial spaces to install the burial vault and place the casket into the vault, cremation services and fees for installation of cemetery merchandise. Products and services may be sold separately or in packages. For packages, the Company accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services in a package based on their relative stand-alone selling prices. The stand-alone selling price is determined by management based upon local market conditions and reasonable ranges for both merchandise and services which is the best estimate of the stand-alone price. For items that are not sold separately (e.g., second interment rights), the Company estimates stand-alone selling prices using the best estimate of market value, using inputs such as average selling price and list price broken down by each geographic location. Additionally, the Company considers typical sales promotions that could have impacted the stand-alone selling price estimates. Interments revenue is recognized when control transfers, which is when the property is available for use by the customer. For pre-construction Merchandise revenue and deferred investment earnings on merchandise trusts are recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (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 the Company). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligation. The estimate of the refund obligation is reevaluated on a quarterly basis. In addition, the Company is entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. The cost of goods sold related to merchandise and services reflects the actual cost of purchasing products and performing services and the value of cemetery property depleted through the recognized sales of interment rights. The costs related to the sales of lots and crypts are determined systematically using a specific identification method under which the total value of the underlying cemetery property and the lots available to be sold at the location are used to determine the cost per lot. Funeral Home Operations The Company generates revenues in its Funeral Home Operations segment principally generates revenue from (1) sales of funeral home merchandise which includes caskets and other funeral related items and (2) service revenues, including services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation and services of remembrance. The Funeral Home Operations segment also include revenues related to the sale of term and whole life insurance on an agency basis, in which the Company earns a commission from the sales of these policies. Insurance commission revenue is reported within service revenues. Products and services may be sold separately or in packages. For packages, the Company accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services based on their relative stand-alone selling prices. The relative stand-alone selling price is determined by management’s best estimate of the stand-alone price based upon the list price at each location. The revenue generated by the Company through its Funeral Home Operations segment is principally derived from at-need Merchandise revenue is recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (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). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligations. The estimate of the refund obligation is reevaluated on a quarterly basis. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. Costs related to the delivery or performance of merchandise and services are charged to expense when merchandise is delivered or services are performed. Deferred Revenues Revenues from the sale of services and merchandise as well as any investment income from the merchandise trusts is deferred until such time that the services are performed or the merchandise is delivered. In addition, for amounts deferred on new contracts and investment income and unrealized gains on the Company’s merchandise trusts, deferred revenues include deferred revenues from pre-need pre-need |
Accounts Receivable, Net of Allowance | Accounts Receivable, Net of Allowance The Company sells pre-need pre-need pre-need | Accounts Receivable, Net of Allowance The Company sells pre-need pre-need pre-need |
Cemetery Property | Cemetery Property Cemetery property consists of developed and undeveloped cemetery land, constructed mausoleum crypts and lawn crypts and other cemetery property. Cemetery property is stated at cost or, upon acquisition of a business, at the fair value of the assets acquired. | |
Property and Equipment | Property and Equipment Property and equipment is stated at cost or, upon acquisition of a business, at the fair value of the assets acquired 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. Major classifications of property and equipment and their respective useful lives are as follows: Buildings and improvements 10 to 40 years Software and computer hardware 3 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 | |
Assets Held for Sale | Assets Held for Sale For a long-lived asset or disposal group to be classified as held for sale all of the following criteria must be met • Management, having authority to approve the action, commits to a plan to sell the long-lived asset or disposal group; • The long-lived asset or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such long-lived assets (disposal groups); • An active program to locate a buyer(s) and other actions required to complete the plan to sell the long-lived asset (disposal group) have been initiated; • The sale of the long-lived asset (disposal group) is probable and transfer of the long-lived asset (disposal group) is expected to qualify for recognition as a completed sale within one year; • The long-lived asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and • Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The determination to classify a site (or group of sites) as an asset held for sale requires significant estimates by the Company about the site and the level of market activity in which the site is based. Such estimates are based on factors that include recent sales of comparable sites, the extent of buyers’ interest in the site and the site’s condition. Based on these factors, the Company assesses the probability of divesting of the site under current market conditions at an acceptable price within one year. After the Company identifies a site to be held for sale, the Company discontinues depreciating the long-lived assets associated with the site and estimates the assets’ fair value, net of selling costs. If the carrying value of the assets to be classified as held for sale exceeds the Company’s estimated net fair value, the Company writes the assets down to the estimated net fair value. Assets and liabilities associated with the site to be classified as held for sale are presented separately in the Company’s consolidated balance sheets beginning with the period in which the Company decided to classify the site as held for sale. For further details of the Company’s assets held for sale, see Note 22 Assets Held For Sale | |
Trusts | Merchandise Trusts Pursuant to state law, a portion of the proceeds from pre-need Note 7 Merchandise Trusts 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 in 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 its financial statements 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. For further details of the Company’s perpetual care trusts, see Note 8 Perpetual Care Trusts | |
Fair Value Measurements | Fair Value Measurements The Company measures the available-for-sale • Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; • Level 2—inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. The categorization of the asset or liability within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. For additional disclosures on the Company’s available-for-sale Note 7 Merchandise Trusts Note 8 Perpetual Care Trusts | |
Inventories | Inventories Inventories are classified within Other current assets on the Company’s consolidated balance sheets 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 using a first-in, first-out Note 3 Impairment and Other Losses | |
Impairment of Long-Lived Assets | 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, at a location level. The Company’s policy is to perform step 1 of the long-lived asset impairment test prescribed by ASC 360, Property, Plant and Equipment | |
Goodwill | Goodwill The Company tested goodwill for impairment at least annually or if impairment indicators arose by comparing its reporting units’ estimated fair values to carrying values. Because quoted market prices for the reporting units were not available, the Company’s management had to apply judgment in determining the estimated fair value of its reporting units. Management used all available information to make these fair value determinations, including the present values of expected future cash flows using discount rates commensurate with the risks involved in the Company’s assets and the available market data of the industry group. A key component of these fair value determinations was a reconciliation of the sum of the fair value calculations to the Company’s market capitalization. The observed market prices of individual trades of an entity’s equity securities (and thus its computed market capitalization) may not be representative of the fair value of the entity as a whole. Due to a decline in the market value of the Company’s unit values and the Company’s significant under-performance relative to historical or projected future operating results noted during the nine months ended September 30, 2019, management conducted an interim goodwill impairment assessment as of September 30, 2019. As a result of such assessment, management concluded on November 4, 2019 that the carrying value of the only reporting unit to which the Company allocated its goodwill, Cemetery Operations, exceeded its fair value, and the Company’s goodwill was fully impaired as of September 30, 2019. For further details on the Company’s impairment of its goodwill, see Note 3 Impairment and Other Losses Note 9 Goodwill and Intangible Assets | |
Intangible Assets | Intangible Assets The Company has other acquired intangible assets, most of which have been recognized as a result of acquisitions and long-term lease, management and operating agreements. The Company amortizes these intangible assets over their estimated useful lives and periodically tests them for impairment. | |
Taxes | Taxes The Company is subject to U.S. federal income taxes, and a provision for U.S. federal income tax has been provided in the consolidated statements of operations for the years ended December 31, 2019 and 2018. The Company is also responsible for certain state income and franchise taxes in the states in which it operates. 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 basis and tax carryforwards, if applicable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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 earnings in the period that includes the enactment date. The Company recognizes interest accrued related to unrecognized tax benefits, if any, in income tax expense in the consolidated statements of operations. For further details, see Note 12 Income Taxes | |
Stock-Based Compensation | Stock-Based Compensation The Company has a long-term incentive plan under which it is authorized to grant stock-based compensation awards, such as restricted stock or restricted units to be settled in common stock and non-qualified Tax deductions on the stock-based compensation awards are not realized until the stock-based compensation awards are vested or exercised. The Company recognizes deferred tax assets for stock-based compensation awards that will result in future deductions on its income tax returns, based on the amount of stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company will receive a tax deduction. If the tax deduction for a stock-based compensation award is greater than the cumulative GAAP compensation expense for that stock-based compensation award upon realization of a tax deduction, an excess tax benefit will be recognized and recorded as a favorable impact on the effective tax rate. If the tax deduction for a stock-based compensation award is less than the cumulative GAAP compensation expense for that stock-based compensation award upon realization of the tax deduction, a tax shortfall will be recognized and recorded as an unfavorable impact on the effective tax rate. Any excess tax benefits or shortfalls will be recorded discretely in the period in which they occur. The cash flows resulting from any excess tax benefit will be classified as financing cash flows in the Company’s consolidated statements of cash flows. The Company provides its employees with the election to settle the income tax obligations arising from the vesting of their restricted stock-based compensation awards by the Company withholding stock equal to such income tax obligations. Stock acquired from employees in connection with the settlement of the employees’ income tax obligations on these stock-based compensation awards are accounted for as treasury shares that are subsequently retired. Restricted stock awards, restricted stock units and stock options are not considered issued and outstanding for purposes of earnings per share calculations until vested. For further details on the Company’s stock-based compensation plans, see Note 14 Long-Term Incentive Plan | |
Leases | Leases The Company leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. The Company has both operating and finance leases. The Company’s operating leases primarily include office space, funeral homes and equipment. The Company’s finance leases primarily consist of vehicles and certain IT equipment. The Company determines whether an arrangement is or contains a lease at the inception of the arrangement based on the facts and circumstances in each contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements with an initial term in excess of 12 months, the Company records the lease liability and Right of Use (“ROU”) asset at commencement date based upon the present value of the sum of the remaining minimum rental payments, which exclude executory costs. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. Where leases contain escalation clauses, rent abatements and/or concessions, the Company applies them in the determination of lease expense. The exercise of lease renewal options is at the Company’s sole discretion, and the Company is only including the renewal option in the lease term when the Company can be reasonably certain that the Company will exercise the additional options. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company evaluates the term of the lease, type of asset and its weighted average cost of capital to determine its incremental borrowing rate used to measure the ROU asset and lease liability. The Company calculates operating lease expense ratably over the lease term plus any reasonably assured renewal periods. The Company considers reasonably assured renewal options, fixed escalation provisions and residual value guarantees in its calculation. Leasehold improvements are amortized over the shorter of the lease term or asset life, which may include renewal periods where the renewal is reasonably assured, and are included in the determination of straight-line rent expense. The depreciable life of assets and leasehold improvements are generally limited by the expected lease term. The Company’s leases also typically have lease and non-lease | Leases The Company leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. The Company has both operating and finance leases. The Company’s operating leases primarily include office space, funeral homes and equipment. The Company’s finance leases primarily consist of vehicles and certain IT equipment. The Company determines whether an arrangement is or contains a lease at the inception of the arrangement based on the facts and circumstances in each contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements with an initial term in excess of 12 months, the Company records the lease liability and Right of Use (“ROU”) asset at commencement date based upon the present value of the sum of the remaining minimum rental payments, which exclude executory costs. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. Where leases contain escalation clauses, rent abatements and/or concessions, the Company applies them in the determination of lease expense. The exercise of lease renewal options is at the Company’s sole discretion, and the Company only includes the renewal option in the lease term when the Company can be reasonably certain that it will exercise the additional options. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company evaluates the term of the lease, type of asset and its weighted average cost of capital to determine its incremental borrowing rate used to measure the ROU asset and lease liability. The Company calculates operating lease expense ratably over the lease term plus any reasonably assured renewal periods. The Company considers reasonably assured renewal options, fixed escalation provisions and residual value guarantees in its calculation. Leasehold improvements are amortized over the shorter of the lease term or asset life, which may include renewal periods where the renewal is reasonably assured, and are included in the determination of straight-line rent expense. The depreciable life of assets and leasehold improvements are generally limited by the expected lease term. The Company’s leases also typically have lease and non-lease |
Net Income (Loss) per Common Share (Basic and Diluted) | Net Income (Loss) per Common Share (Basic and Diluted) Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to common shares by the sum of the weighted-average number of outstanding common shares and the dilutive effect of share-based awards, as calculated by the treasury stock or if converted methods, as applicable. These awards consist of common shares that are contingently issuable upon the satisfaction of certain vesting conditions for stock awards granted under the Company’s long-term incentive plan. The following table sets forth the reconciliation from the Company’s weighted-average number of outstanding common shares as of March 31, 2020 and common limited partner units as of March 31, 2019 used to compute basic net income (loss) attributable to common shares and common limited partners per unit, respectively, to those used to compute diluted net loss per common share and per common limited partners unit, respectively, (in thousands): Three Months Ended March 31, 2020 2019 Weighted average number of outstanding common shares—basic (1) 94,472 38,031 Plus effect of dilutive incentive awards (2) Restricted shares — — Stock options — — Weighted average number of outstanding common shares—diluted (1) 94,472 38,031 (1) For the three months ended March 31, 2020, represents common shares (basic and diluted), and for the three months ended March 31, 2019, represents limited partner units (basic and diluted). (2) For the three months ended March 31, 2020, the diluted weighted-average number of outstanding common shares does not include 1,656,496 common stock options and 468,750 restricted common shares, as their effects would have been anti-dilutive. For the three months ended March 31, 2019, the diluted weighted-average number of outstanding common limited partner units does not include 977,166 units, as their effects would have been anti-dilutive. In addition, for the three months ended March 31, 2019, anti-dilutive units excludes 46,734 units that were contingently issuable for which the contingency had not been met. | Net Loss per Common Share (Basic and Diluted) Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing net loss attributable to common shares by the sum of the weighted-average number of outstanding common shares and the dilutive effect of share-based awards, as calculated by the treasury stock or if converted methods, as applicable. These awards consist of common shares that are contingently issuable upon the satisfaction of certain vesting conditions for stock awards granted under the 2019 Plan. The following table sets forth the reconciliation of the Company’s weighted-average number of outstanding common shares as of December 31, 2019 and common limited partner units as of December 31, 2018 used to compute basic net loss attributable to common shares and common limited partners per unit, respectively, with those used to compute diluted net loss per common share and per common limited partners unit, respectively, (in thousands): Year Ended December 31, 2019 2018 Weighted average number of outstanding common shares—basic (1) 39,614 37,959 Plus effect of dilutive incentive awards (2) Restricted shares — — Stock options 63 — Weighted average number of outstanding common shares—diluted (1) 39,677 37,959 (1) For the period following the C-Corporation C-Corporation (2) For the years ended December 31, 2019 and 2018, the diluted weighted-average number of outstanding common shares and limited partner units presented, respectively, on the consolidated statement of operations does not include 515,625 restricted common shares and 1,333,572 common limited partners units, respectively, as their effects would have been anti-dilutive. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. For the years ended December 31, 2019 and 2018, advertising costs were $9.2 million and $6.9 million, respectively. | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Variable Interest Entities In October 2018, FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities 2018-17”). 2018-17 2018-17 Fair Value Measurement In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”). Fair Value Measurements 2018-13 Internal-Use In August 2018, FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Contract internal-use internal-use No. 2018-15 Recently Issued Accounting Standard Updates—Not Yet Effective Credit Losses In June 2016, FASB issued ASU No. 2016-13, Credit Losses (Topic 326) 2016-13”). 2016-13 No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses 2018-09”) , 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost Leases No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial 2019-04”), 2016-13. No. 2019-05, Financial Instruments-Credit Losses (Topic 326), 326-20 Financial Instruments 2016-13. No. 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) 2019-10”), 2016-13, 2017-12 2016-02 2019-10, No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses 2019-11”), 2016-13. 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) No. 2020-03, Codification Improvements to Financial Instruments Taxes In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic 340) 2019-12”), 2019-12 2019-12 2019-12 Reference Rate Reform In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2020-04”). 2020-04 2020-04 | Recently Adopted Accounting Standards Leases The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) 2016-02”), 2016-02 ASU 2016-02 non-lease Non-lease The Company adopted the new guidance on January 1, 2019 and as a result of the adoption, the Company recorded in its consolidated financial statements for fiscal year 2019 the following adjustments as of January 1, 2019: • a $1.1 million reclassification from Intangible assets to Other assets for below market lease intangibles; • a $0.1 million and $0.2 million reclassification from Accounts payable and accrued liabilities and Other long-term liabilities, respectively, to Other assets for a deferred gain on a sale leaseback transaction; • a $0.3 million and $3.5 million reclassification from Accounts payable and accrued liabilities and Other long-term liabilities, respectively, to Other assets for a rent incentive; • a $15.3 million increase to Other assets for operating lease right-of-use • a $2.2 million and $13.1 million increase to Accounts payable and accrued liabilities and Other long-term liabilities, respectively, for operating lease liabilities. The foregoing adjustments resulted in the creation of a net ROU asset of $12.3 million and operating lease liability of $15.3 million as of the adoption date. In connection with the adoption of these new lease standards, the Company implemented internal controls to ensure that its contracts are properly evaluated to determine applicability under ASU 2016-02 2016-02 Stock Compensation In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Variable Interest Entities In October 2018, FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities 2018-17”). 2018-17 2018-17 Fair Value Measurement In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”). Fair Value Measurements 2018-13 Internal-Use In August 2018, FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use internal-use internal-use No. 2018-15 Recently Issued Accounting Standard Updates—Not Yet Effective Credit Losses In June 2016, FASB issued ASU No. 2016-13, Credit Losses (Topic 326) 2016-13”). 2016-13 No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses 2018-09”) , 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost Leases No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial 2019-04”), 2016-13. No. 2019-05, Financial Instruments-Credit Losses (Topic 326), 326-20 Financial Instruments 2016-13. No. 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) 2019-10”), 2016-13, 2017-12 2016-02 2019-10, No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses 2019-11”), 2016-13. Taxes In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic 340) 2019-12”), 2019-12 2019-12 2019-12 |
COVID-19 and Business Interruption | COVID-19 The outbreak of COVID-19, (“COVID-19 COVID-19, COVID-19. COVID-19 The Company’s marketing and sales team quickly responded to the sales challenges presented by the COVID-19 web-based Like most businesses world-wide, the COVID-19 pre-need at-need pre-need COVID-19 pre-need COVID-19 The Company expects the COVID-19 COVID-19 COVID-19 COVID-19, | |
Sources and Uses of Liquidity | Sources and Uses of Liquidity The Company’s primary sources of liquidity are cash generated from operations and proceeds from asset sales. The Company’s primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service. In general, as part of its operating strategy, the Company expects to fund: • working capital deficits through available cash, cash generated from operations, proceeds from asset sales and proceeds from equity offerings; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations or proceeds from asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution related (see “Summary of Significant Accounting Policies” section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any maintenance capital expenditures through available cash and cash flows from operating activities. While the Company relies heavily on its available cash and cash flows from operating activities to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Company cannot be certain that sufficient capital will be generated through operations or be available to the Company to the extent required and on acceptable terms. The Company has experienced negative financial trends, including use of cash in operating activities, which, when considered in the aggregate, could raise substantial doubt about the Company’s ability to continue as a going concern. These negative financial trends include: • the Company has continued to generate negative cash flow from operating activities through March 31, 2020, due to an increased competitive environment and increases in professional fees and compliance costs; and • a decline in billings coupled with the increase in professional, compliance and consulting expenses that tightened the Company’s liquidity position and increased reliance on long-term financial obligations. During 2019 and 2020, the Company implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • sold an aggregate of 52,083,333 Preferred Units for an aggregate purchase price of $57.5 million and completed a private placement of $385.0 million of the Senior Secured Notes in June 2019. The net proceeds of both transactions were used to fully repay the then-outstanding senior notes due in June 2021 and retire the Company’s revolving credit facility that was due in May 2020; • manage recurring operating expenses, seek to limit non-recurring COVID-19 • identify and complete sales of select assets to provide supplemental liquidity. See Note 18 Subsequent Events In addition, there is no certainty that the Company’s actual operating performance and cash flows will not be substantially different from forecasted results and no certainty the Company will not need amendments to the Indenture in the future or that any such amendments will be available on terms acceptable to the Company or at all. Factors that could impact the significant assumptions used by the Company in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts, including the effects of the COVID-19 • failing to generate profitable sales; • investments in the Company’s trust funds experiencing significant declines due to factors outside its control; • being unable to compete successfully with other cemeteries and funeral homes in the Company’s markets; • the number of deaths in the Company’s markets declining; and • an adverse change in the mix of funeral and cemetery revenues between burials and cremations. If the Company’s planned, implemented and not yet implemented actions are not successful in generating sustainable cash savings for the Company, or the Company fails to improve its operating performance and cash flows or the Company is not able to comply with the covenants under the Indenture, the Company may be forced to limit its business activities, limit its ability to implement further modifications to its operations or limit the effectiveness of some actions that are included in its forecasts, amend its Indenture and/or seek other sources of capital, and the Company may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Company’s access to inventory or services that are important to the operation of the Company’s business. Any of these events may have a material adverse effect on the Company’s results of operations and financial condition, and limit the Company’s ability to continue as a going concern. Based on the Company’s forecasted operating performance, planned actions to improve the Company’s profitability and cash flows, the execution of the Supplemental Indenture and the Axar Commitment (see Note 18 Subsequent Events |
GENERAL (Tables)
GENERAL (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Corrections made to Prior Period Consolidated Balance Sheet | The following table presents the corrections that were made to the consolidated balance sheet as of December 31, 2018: 2018 2018 As Previously Reported Reclassifications As Adjusted Assets Cemetery property $ 330,841 $ 296 $ 331,137 Deferred selling and obtaining costs $ 112,660 $ 984 $ 113,644 Total assets $ 1,669,101 $ 1,280 $ 1,670,381 Liabilities Deferred revenues $ 914,286 $ 5,320 $ 919,606 Total liabilities $ 1,675,679 $ 5,320 $ 1,680,999 Members’ Equity Members’ equity $ (6,578 ) $ (4,040 ) $ (10,618 ) | |
Summary of Classifications of Property and Equipment and Their Useful Lives | Major classifications of property and equipment and their respective useful lives are as follows: Buildings and improvements 10 to 40 years Software and computer hardware 3 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 | |
Other-Than-Temporary Impairment of Trust Assets | 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 it 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 further evaluates whether or not all assets in the 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. | |
Reconciliation of Company's Weighted-average Number of Outstanding Common Shares and Common Limited Partner Units | The following table sets forth the reconciliation from the Company’s weighted-average number of outstanding common shares as of March 31, 2020 and common limited partner units as of March 31, 2019 used to compute basic net income (loss) attributable to common shares and common limited partners per unit, respectively, to those used to compute diluted net loss per common share and per common limited partners unit, respectively, (in thousands): Three Months Ended March 31, 2020 2019 Weighted average number of outstanding common shares—basic (1) 94,472 38,031 Plus effect of dilutive incentive awards (2) Restricted shares — — Stock options — — Weighted average number of outstanding common shares—diluted (1) 94,472 38,031 (1) For the three months ended March 31, 2020, represents common shares (basic and diluted), and for the three months ended March 31, 2019, represents limited partner units (basic and diluted). (2) For the three months ended March 31, 2020, the diluted weighted-average number of outstanding common shares does not include 1,656,496 common stock options and 468,750 restricted common shares, as their effects would have been anti-dilutive. For the three months ended March 31, 2019, the diluted weighted-average number of outstanding common limited partner units does not include 977,166 units, as their effects would have been anti-dilutive. In addition, for the three months ended March 31, 2019, anti-dilutive units excludes 46,734 units that were contingently issuable for which the contingency had not been met. | The following table sets forth the reconciliation of the Company’s weighted-average number of outstanding common shares as of December 31, 2019 and common limited partner units as of December 31, 2018 used to compute basic net loss attributable to common shares and common limited partners per unit, respectively, with those used to compute diluted net loss per common share and per common limited partners unit, respectively, (in thousands): Year Ended December 31, 2019 2018 Weighted average number of outstanding common shares—basic (1) 39,614 37,959 Plus effect of dilutive incentive awards (2) Restricted shares — — Stock options 63 — Weighted average number of outstanding common shares—diluted (1) 39,677 37,959 (1) For the period following the C-Corporation C-Corporation (2) For the years ended December 31, 2019 and 2018, the diluted weighted-average number of outstanding common shares and limited partner units presented, respectively, on the consolidated statement of operations does not include 515,625 restricted common shares and 1,333,572 common limited partners units, respectively, as their effects would have been anti-dilutive. |
ACCOUNTS RECEIVABLE, NET OF A_2
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Long Term Accounts Receivable, Net of Allowance | Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands): March 31, 2020 December 31, 2019 Customer receivables $ 147,673 $ 153,530 Unearned finance income (15,345 ) (16,303 ) Allowance for doubtful accounts (5,338 ) (5,884 ) Accounts receivable, net of allowance 126,990 131,343 Less: Current portion, net of allowance 55,516 55,794 Long-term portion, net of allowance $ 71,474 $ 75,549 | Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands): December 31, 2019 December 31, 2018 Customer receivables $ 153,530 $ 167,017 Unearned finance income (16,303 ) (17,000 ) Allowance for doubtful accounts (5,884 ) (4,941 ) Accounts receivable, net of allowance 131,343 145,076 Less: Current portion, net of allowance 55,794 57,928 Long-term portion, net of allowance $ 75,549 $ 87,148 |
Activity in Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts was as follows (in thousands): March 31, 2020 December 31, 2019 Balance, beginning of period $ 5,884 $ 4,941 Provision for doubtful accounts 1,144 7,559 Charge-offs, net (1,690 ) (6,616 ) Balance, end of period $ 5,338 $ 5,884 | Activity in the allowance for doubtful accounts was as follows (in thousands): December 31, 2019 December 31, 2018 Balance, beginning of period $ 4,941 $ 19,795 Cumulative effect of accounting changes — (12,876 ) Provision for doubtful accounts 7,559 7,358 Charge-offs, net (6,616 ) (9,336 ) Balance, end of period $ 5,884 $ 4,941 |
CEMETERY PROPERTY (Tables)
CEMETERY PROPERTY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | ||
Schedule of cemetery property | Cemetery property consisted of the following at the dates indicated (in thousands): March 31, 2020 December 31, 2019 Cemetery land $ 235,568 $ 249,260 Mausoleum crypts and lawn crypts 68,060 71,345 Cemetery property $ 303,628 $ 320,605 | Cemetery property consisted of the following at the dates indicated (in thousands): December 31, 2019 December 31, 2018 Cemetery land $ 249,260 $ 255,708 Mausoleum crypts and lawn crypts 71,345 75,429 Cemetery property $ 320,605 $ 331,137 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Property and equipment consisted of the following at the dates indicated (in thousands): March 31, 2020 December 31, 2019 Buildings and improvements $ 118,796 $ 125,382 Furniture and equipment 55,965 57,674 Funeral home land 11,285 14,185 Property and equipment, gross 186,046 197,241 Less: Accumulated depreciation (92,574 ) (93,841 ) Property and equipment, net of accumulated depreciation $ 93,472 $ 103,400 | Property and equipment consisted of the following at the dates indicated (in thousands): December 31, 2019 December 31, 2018 Buildings and improvements $ 125,382 $ 129,971 Furniture and equipment 57,674 58,706 Funeral home land 14,185 14,185 Property and equipment, gross 197,241 202,862 Less: Accumulated depreciation (93,841 ) (90,146 ) Property and equipment, net of accumulated depreciation $ 103,400 $ 112,716 |
PERPETUAL CARE TRUSTS (Tables)
PERPETUAL CARE TRUSTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Trust Activities | A reconciliation of the Company’s merchandise trust activities for the three months ended March 31, 2020 and 2019 is presented below (in thousands): Three months ended March 31, 2020 2019 Balance—beginning of period $ 517,192 $ 488,248 Contributions 10,697 13,883 Distributions (14,029 ) (13,639 ) Interest and dividends 5,704 7,325 Capital gain distributions 68 99 Realized gains and losses, net 218 (281 ) Other than temporary impairment — (2,314 ) Taxes 118 4 Fees (3,022 ) (873 ) Unrealized change in fair value (59,181 ) 22,613 Total 457,765 515,065 Less: Assets held for sale (20,127 ) — Balance—end of period $ 437,638 $ 515,065 | A reconciliation of the Company’s merchandise trust activities for the years ended December 31, 2019 and 2018 is presented below (in thousands): Year ended December 31, 2019 2018 Balance—beginning of period $ 488,248 $ 515,456 Contributions 54,742 66,408 Distributions (59,776 ) (79,862 ) Interest and dividends 29,367 27,228 Capital gain distributions 1,699 543 Realized gains and losses, net 3,246 (1,012 ) Other than temporary impairment (6,056 ) (28,555 ) Taxes (556 ) (347 ) Fees (4,268 ) (3,855 ) Unrealized change in fair value 17,219 (7,756 ) Total 523,865 488,248 Less: Assets held for sale (6,673 ) — Balance—end of period $ 517,192 $ 488,248 |
Cost and Market Value Associated with Assets Held in Trusts | The cost and market value associated with the assets held in the merchandise trusts as of March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 120,171 $ — $ — $ 120,171 Fixed maturities: U.S. governmental securities 2 474 23 (82 ) 415 Corporate debt securities 2 6,293 4 (234 ) 6,063 Total fixed maturities 6,767 27 (316 ) 6,478 Mutual funds—debt securities 1 30,138 160 (2,464 ) 27,834 Mutual funds—equity securities 1 46,279 1,577 (25,236 ) 22,620 Other investment funds (1) 235,150 10,916 (15,626 ) 230,440 Equity securities 1 56,668 1,001 (20,331 ) 37,338 Other invested assets 2 4,387 — (94 ) 4,293 Total investments 499,560 13,681 (64,067 ) 449,174 West Virginia Trust Receivable 9,506 — (915 ) 8,591 Total $ 509,066 $ 13,681 $ (64,982 ) $ 457,765 Less: Assets held for sale (21,778 ) (425 ) 2,076 (20,127 ) Total $ 487,288 $ 13,256 $ (62,906 ) $ 437,638 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to six years with three potential one year extensions at the discretion of the funds’ general partners. As of March 31, 2020, there were $49.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 144,610 $ — $ — $ 144,610 Fixed maturities: U.S. governmental securities 2 456 6 (65 ) 397 Corporate debt securities 2 783 14 (133 ) 664 Total fixed maturities 1,239 20 (198 ) 1,061 Mutual funds—debt securities 1 67,801 1,857 (6 ) 69,652 Mutual funds—equity securities 1 46,609 1,744 — 48,353 Other investment funds (1) 213,024 6,366 (2,953 ) 216,437 Equity securities 1 24,386 1,327 (4 ) 25,709 Other invested assets 2 8,360 32 — 8,392 Total investments 506,029 11,346 (3,161 ) 514,214 West Virginia Trust Receivable 9,651 — — 9,651 Total $ 515,680 $ 11,346 $ (3,161 ) $ 523,865 Less: Assets held for sale (6,369 ) (304 ) — (6,673 ) Total $ 509,311 $ 11,042 $ (3,161 ) $ 517,192 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to six years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019, there were $57.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. | The cost and market value associated with the assets held in the merchandise trusts as of December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 144,610 $ — $ — $ 144,610 Fixed maturities: U.S. governmental securities 2 456 6 (65 ) 397 Corporate debt securities 2 783 14 (133 ) 664 Total fixed maturities 1,239 20 (198 ) 1,061 Mutual funds—debt securities 1 67,801 1,857 (6 ) 69,652 Mutual funds—equity securities 1 46,609 1,744 — 48,353 Other investment funds (1) 213,024 6,366 (2,953 ) 216,437 Equity securities 1 24,386 1,327 (4 ) 25,709 Other invested assets 2 8,360 32 — 8,392 Total investments 506,029 11,346 (3,161 ) 514,214 West Virginia Trust Receivable 9,651 — — 9,651 Total $ 515,680 $ 11,346 $ (3,161 ) $ 523,865 Less: Assets held for sale (6,369 ) (304 ) — (6,673 ) Total $ 509,311 $ 11,042 $ (3,161 ) $ 517,192 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Company’s consolidated balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to six years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019, there were $57.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 16,903 $ — $ — $ 16,903 Fixed maturities: U.S. governmental securities 2 392 — (147 ) 245 Corporate debt securities 2 1,311 29 (328 ) 1,012 Total fixed maturities 1,703 29 (475 ) 1,257 Mutual funds—debt securities 1 187,840 262 (2,645 ) 185,457 Mutual funds—equity securities 1 45,023 110 (18 ) 45,115 Other investment funds (1) 210,655 388 (7,784 ) 203,259 Equity securities 1 18,097 1,327 (213 ) 19,211 Other invested assets 2 8,398 2 (17 ) 8,383 Total investments $ 488,619 $ 2,118 $ (11,152 ) $ 479,585 West Virginia Trust Receivable 8,663 — — 8,663 Total $ 497,282 $ 2,118 $ (11,152 ) $ 488,248 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Company’s consolidated balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of two to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018, there were $71.0 million in unfunded investment commitments to the private credit funds, which are callable at any time. |
Contractual Maturities of Debt Securities Held in Trusts | The contractual maturities of debt securities as of March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 81 $ 208 $ 13 Corporate debt securities 87 3,970 2,007 — Total fixed maturities $ 199 $ 4,051 $ 2,215 $ 13 December 31, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 78 $ 193 $ 13 Corporate debt securities 101 546 16 — Total fixed maturities $ 213 $ 624 $ 209 $ 13 | The contractual maturities of debt securities as of December 31, 2019 and 2018 were as follows below (in thousands): December 31, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 78 $ 193 $ 13 Corporate debt securities 101 546 16 — Total fixed maturities $ 213 $ 624 $ 209 $ 13 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 137 $ 108 $ — Corporate debt securities 68 873 55 16 Total fixed maturities $ 68 $ 1,010 $ 163 $ 16 |
Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Trusts | An aging of unrealized losses on the Company’s investments in debt and equity securities within the merchandise trusts as of March 31, 2020 and December 31, 2019 is presented below (in thousands): Less than 12 months 12 months or more Total March 31, 2020 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 302 $ 82 $ 302 $ 82 Corporate debt securities 5,847 110 457 124 6,304 234 Total fixed maturities 5,847 110 759 206 6,606 316 Mutual funds—debt securities 19,756 2,064 — 400 19,756 2,464 Mutual funds—equity securities 18,857 23,880 — 1,356 18,857 25,236 Other investment funds 59,261 15,626 — — 59,261 15,626 Equity securities 24,853 20,331 — — 24,853 20,331 Other invested assets — — 905 94 905 94 Total $ 128,574 $ 62,011 $ 1,664 $ 2,056 $ 130,238 $ 64,067 Less than 12 months 12 months or more Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 90 $ 1 $ 397 $ 64 $ 487 $ 65 Corporate debt securities 198 29 424 104 622 133 Total fixed maturities 288 30 821 168 1,109 198 Mutual funds—debt securities 241 6 — — 241 6 Mutual funds—equity securities — — — — — — Other investment funds 54,782 2,953 — — 54,782 2,953 Equity securities 3 4 — — 3 4 Other invested assets — — — — — — Total $ 55,314 $ 2,993 $ 821 $ 168 $ 56,135 $ 3,161 | An aging of unrealized losses on the Company’s investments in debt and equity securities within the merchandise trusts as of December 31, 2019 and 2018 is presented below (in thousands): Less than 12 months 12 months or more Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 90 $ 1 $ 397 $ 64 $ 487 $ 65 Corporate debt securities 198 29 424 104 622 133 Total fixed maturities 288 30 821 168 1,109 198 Mutual funds—debt securities 241 6 — — 241 6 Mutual funds—equity securities — — — — — — Other investment funds 54,782 2,953 — — 54,782 2,953 Equity securities 3 4 — — 3 4 Other invested assets — — — — — — Total $ 55,314 $ 2,993 $ 821 $ 168 $ 56,135 $ 3,161 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 243 $ 147 $ 243 $ 147 Corporate debt securities 103 2 549 326 652 328 Total fixed maturities 103 2 792 473 895 475 Mutual funds—debt securities 46,005 2,011 1,195 634 47,200 2,645 Mutual funds—equity securities 131 18 — — 131 18 Other investment funds 169,929 7,784 — — 169,929 7,784 Equity securities — — 597 213 597 213 Other invested assets — 4 790 13 790 17 Total $ 216,168 $ 9,819 $ 3,374 $ 1,333 $ 219,542 $ 11,152 |
Perpetual care trusts | Variable Interest Entity, Primary Beneficiary | ||
Reconciliation of Trust Activities | A reconciliation of the Company’s perpetual care trust activities for the three months ended March 31, 2020 and 2019 is presented below (in thousands): Three months ended March 31, 2020 2019 Balance—beginning of period $ 343,619 $ 330,562 Contributions 1,952 1,983 Distributions (6,294 ) (4,403 ) Interest and dividends 6,624 5,148 Capital gain distributions 99 114 Realized gains and losses, net 163 977 Other than temporary impairment — (713 ) Taxes (37 ) 4 Fees (913 ) (704 ) Unrealized change in fair value (38,464 ) 11,857 Total 306,749 344,825 Less: Assets held for sale (21,917 ) — Balance—end of period $ 284,832 $ 344,825 | A reconciliation of the Company’s perpetual care trust activities for the year ended December 31, 2019 and 2018 is presented below (in thousands): Year ended December 31, 2019 2018 Balance—beginning of period $ 330,562 $ 339,928 Contributions 7,575 13,162 Distributions (20,598 ) (18,390 ) Interest and dividends 20,201 22,198 Capital gain distributions 2,112 808 Realized gains and losses, net 3,121 473 Other than temporary impairment (3,941 ) (18,038 ) Taxes (547 ) (237 ) Fees (3,176 ) (4,412 ) Unrealized change in fair value 10,780 (4,930 ) Total 346,089 330,562 Less: Assets held for sale (2,470 ) — Balance—end of period $ 343,619 $ 330,562 |
Cost and Market Value Associated with Assets Held in Trusts | The cost and market value associated with the assets held in the perpetual care trusts as of March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 32,403 $ — $ — $ 32,403 Fixed maturities: U.S. governmental securities 2 1,072 90 (58 ) 1,104 Corporate debt securities 2 2,751 19 (177 ) 2,593 Total fixed maturities 3,823 109 (235 ) 3,697 Mutual funds—debt securities 1 17,631 58 (1,178 ) 16,511 Mutual funds—equity securities 1 16,964 605 (6,724 ) 10,845 Other investment funds (1) 230,401 12,474 (16,219 ) 226,656 Equity securities 1 35,467 51 (18,272 ) 17,246 Other invested assets 2 (609 ) — — (609 ) Total investments $ 336,080 $ 13,297 $ (42,628 ) $ 306,749 Less: Assets held for sale (24,002 ) (101 ) 2,186 (21,917 ) Total $ 312,078 $ 13,196 $ (40,442 ) $ 284,832 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of March 31, 2020 there were $56.4 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 50,358 $ — $ — $ 50,358 Fixed maturities: U.S. governmental securities 2 1,069 32 (52 ) 1,049 Corporate debt securities 2 2,020 22 (142 ) 1,900 Total fixed maturities 3,089 54 (194 ) 2,949 Mutual funds—debt securities 1 49,963 1,439 (38 ) 51,364 Mutual funds—equity securities 1 16,698 1,617 (66 ) 18,249 Other investment funds (1) 186,355 10,526 (5,472 ) 191,409 Equity securities 1 30,423 1,333 (12 ) 31,744 Other invested assets 2 16 — — 16 Total investments $ 336,902 $ 14,969 $ (5,782 ) $ 346,089 Less: Assets held for sale (2,416 ) (54 ) — (2,470 ) Total $ 334,486 $ 14,915 $ (5,782 ) $ 343,619 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019 there were $62.4 million in unfunded investment commitments to the private credit funds, which are callable at any time. | The cost and market value associated with the assets held in the perpetual care trusts as of December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 50,358 $ — $ — $ 50,358 Fixed maturities: U.S. governmental securities 2 1,069 32 (52 ) 1,049 Corporate debt securities 2 2,020 22 (142 ) 1,900 Total fixed maturities 3,089 54 (194 ) 2,949 Mutual funds—debt securities 1 49,963 1,439 (38 ) 51,364 Mutual funds—equity securities 1 16,698 1,617 (66 ) 18,249 Other investment funds (1) 186,355 10,526 (5,472 ) 191,409 Equity securities 1 30,423 1,333 (12 ) 31,744 Other invested assets 2 16 — — 16 Total investments $ 336,902 $ 14,969 $ (5,782 ) $ 346,089 Less: Assets held for sale (2,416 ) (54 ) — (2,470 ) Total $ 334,486 $ 14,915 $ (5,782 ) $ 343,619 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Company’s consolidated balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019 there were $62.4 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 12,835 $ — $ — $ 12,835 Fixed maturities: U.S. governmental securities 2 960 4 (121 ) 843 Corporate debt securities 2 4,883 161 (321 ) 4,723 Total fixed maturities 5,843 165 (442 ) 5,566 Mutual funds—debt securities 1 108,451 227 (837 ) 107,841 Mutual funds—equity securities 1 19,660 304 (142 ) 19,822 Other investment funds (1) 165,284 3,039 (4,607 ) 163,716 Equity securities 1 20,025 826 (145 ) 20,706 Other invested assets 2 56 20 — 76 Total investments $ 332,154 $ 4,581 $ (6,173 ) $ 330,562 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Company’s consolidated balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from two to eight years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018 there were $94.5 million in unfunded investment commitments to the private credit funds, which are callable at any time. |
Contractual Maturities of Debt Securities Held in Trusts | The contractual maturities of debt securities as of March 31, 2020 and December 31, 2019, were as follows (in thousands): March 31, 2020 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 85 $ 168 $ 780 $ 70 Corporate debt securities 214 2,018 362 — Total fixed maturities $ 299 $ 2,186 $ 1,142 $ 70 December 31, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 60 $ 192 $ 684 $ 114 Corporate debt securities 294 1,522 84 — Total fixed maturities $ 354 $ 1,714 $ 768 $ 114 | The contractual maturities of debt securities as of December 31, 2019 and December 31, 2018, were as follows below (in thousands): December 31, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 60 $ 192 $ 684 $ 114 Corporate debt securities 294 1,522 84 — Total fixed maturities $ 354 $ 1,714 $ 768 $ 114 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 416 $ 395 $ 32 Corporate debt securities 705 3,702 265 51 Total fixed maturities $ 705 $ 4,118 $ 660 $ 83 |
Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Trusts | An aging of unrealized losses on the Company’s investments in debt and equity securities within the perpetual care trusts as of March 31, 2020 and December 31, 2019 is presented below (in thousands): Less than 12 months 12 months or more Total March 31, 2020 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 1,002 $ 58 $ 1,002 $ 58 Corporate debt securities 1,759 70 1,829 107 3,588 177 Total fixed maturities 1,759 70 2,831 165 4,590 235 Mutual funds—debt securities 12,800 1,016 19 162 12,819 1,178 Mutual funds—equity securities 7,476 6,517 7 207 7,483 6,724 Other investment funds 58,418 16,219 — — 58,418 16,219 Equity securities 17,006 18,259 5 13 17,011 18,272 Other invested assets — — 9 — 9 — Total $ 97,459 $ 42,081 $ 2,871 $ 547 $ 100,330 $ 42,628 Less than 12 months 12 months or more Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 291 $ 4 $ 942 $ 48 $ 1,233 $ 52 Corporate debt securities 463 46 1,887 96 2,350 142 Total fixed maturities 754 50 2,829 144 3,583 194 Mutual funds—debt securities 2,856 38 — — 2,856 38 Mutual funds—equity securities 566 66 — — 566 66 Other investment funds 53,426 5,472 — — 53,426 5,472 Equity securities 121 12 — — 121 12 Total $ 57,723 $ 5,638 $ 2,829 $ 144 $ 60,552 $ 5,782 | An aging of unrealized losses on the Company’s investments in debt and equity securities within the perpetual care trusts as of December 31, 2019 and 2018 is presented below (in thousands): Less than 12 months 12 months or more Total December 31, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 291 $ 4 $ 942 $ 48 $ 1,233 $ 52 Corporate debt securities 463 46 1,887 96 2,350 142 Total fixed maturities 754 50 2,829 144 3,583 194 Mutual funds—debt securities 2,856 38 — — 2,856 38 Mutual funds—equity securities 566 66 — — 566 66 Other investment funds 53,426 5,472 — — 53,426 5,472 Equity securities 121 12 — — 121 12 Total $ 57,723 $ 5,638 $ 2,829 $ 144 $ 60,552 $ 5,782 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 790 $ 121 $ 790 $ 121 Corporate debt securities 405 15 2,902 306 3,307 321 Total fixed maturities 405 15 3,692 427 4,097 442 Mutual funds—debt securities 21,867 591 2,814 246 24,681 837 Mutual funds—equity securities 1,382 141 — 1 1,382 142 Other investment funds 101,536 4,607 — — 101,536 4,607 Equity securities 241 16 583 129 824 145 Total $ 125,431 $ 5,370 $ 7,089 $ 803 $ 132,520 $ 6,173 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amounts of Goodwill by Reportable Segment | The changes in the carrying amounts of goodwill by reportable segment were as follows (in thousands): Cemetery Operations December 31, 2017 $ 24,862 Activity — December 31, 2018 24,862 Impairment of goodwill (24,862 ) December 31, 2019 $ — |
Components of Intangible Assets | The following table reflects the components of intangible assets at December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Intangible Assets Gross Carrying Amount Accumulated Amortization Net Intangible Assets Lease and management agreements $ 59,758 $ (5,561 ) $ 54,197 $ 59,758 $ (4,565 ) $ 55,193 Underlying contract value 2,593 (681 ) 1,912 6,239 (1,482 ) 4,757 Non-compete 406 (341 ) 65 2,853 (2,603 ) 250 Other intangible assets 269 (197 ) 72 1,577 (356 ) 1,221 Total intangible assets $ 63,026 $ (6,780 ) $ 56,246 $ 70,427 $ (9,006 ) $ 61,421 |
Estimated Amortization Expense Related to Intangible Assets with Finite Lives | The following is estimated amortization expense related to intangible assets with finite lives for the fiscal years noted below (in thousands): 2020 $ 1,142 2021 $ 1,077 2022 $ 1,074 2023 $ 1,071 2024 $ 1,071 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Outstanding Debt | Total debt consisted of the following at the dates indicated (in thousands): March 31, 2020 December 31, 2019 9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024 $ 353,648 $ 380,619 Insurance and vehicle financing 2,282 574 Less deferred financing costs, net of accumulated amortization (12,348 ) (12,856 ) Total debt 343,582 368,337 Less current maturities (2,139 ) (374 ) Total long-term debt $ 341,443 $ 367,963 | Total debt consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024 $ 380,619 $ — 7.875% Senior Notes, due June 2021 — 173,613 Credit facility — 155,739 Notes payable—acquisition debt — 92 Insurance and vehicle financing 574 1,294 Less deferred financing costs, net of accumulated amortization (12,856 ) (9,692 ) Total debt 368,337 321,046 Less current maturities (374 ) (798 ) Total long-term debt $ 367,963 $ 320,248 |
Schedule of Consolidated Interest Coverage Ratio | The Indenture includes financial covenants pursuant to which the Issuers will not permit: • the ratio of the sum of the Operating Cash Flow Amount plus Cash Interest Expense to Cash Interest Expense, or the Consolidated Interest Coverage Ratio, for the nine months ended March 31, 2020 and the twelve months ending as of each date from June 30, 2020 onwards, as set forth below, to be less than: March 31, 2020 0.40x June 30, 2020 0.75x September 30, 2020 1.00x December 31, 2020 1.15x March 31, 2021 1.25x June 30, 2021 1.30x September 30, 2021 1.35x December 31, 2021 1.45x March 31, 2022 and each quarter end thereafter 1.50x | The Indenture includes financial covenants pursuant to which the Issuers will not permit: • the Operating Cash Flow Amount for the six months ending December 31, 2019 to be less than $20.0 million; • the ratio of the sum of the Operating Cash Flow Amount plus Cash Interest Expense to Cash Interest Expense, or the Consolidated Interest Coverage Ratio, for the nine months ended March 31, 2020 and the twelve months ending as of each date from June 30, 2020 onwards, as set forth below, to be less than: March 31, 2020 0.40x June 30, 2020 0.75x September 30, 2020 1.00x December 31, 2020 1.15x March 31, 2021 1.25x June 30, 2021 1.30x September 30, 2021 1.35x December 31, 2021 1.45x March 31, 2022 and each quarter end thereafter 1.50x |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax (Expense) Benefit | Income tax (expense) benefit for the years ended December 31, 2019 and 2018 consisted of the following (in thousands): Years Ended December 31, 2019 2018 Current provision: State $ (73 ) $ (693 ) Federal — — Foreign (187 ) (101 ) Total (260 ) (794 ) Deferred provision: State (6,704 ) (23 ) Federal (21,210 ) 2,725 Foreign (30 ) (111 ) Total (27,944 ) 2,591 Total income tax (expense) benefit $ (28,204 ) $ 1,797 |
Reconciliation of Federal Statutory Tax Rate to Company's Effective Tax Rate | A reconciliation of the federal statutory tax rate to the Company’s effective tax rate is as follows: Years Ended December 31, 2019 2018 Computed tax provision (benefit) at the applicable statutory tax rate 21.0 % 21.0 % State and local taxes net of federal income tax benefit (4.5 )% (1.1 )% Tax exempt (income) loss (1.2 )% (1.5 )% Change in current year valuation allowance (8.0 )% (18.3 )% Company’s earnings not subject to tax (0.2 )% 2.0 % Changes in tax due to Tax Act and ASC 606 retroactive impact — % 0.5 % Change in tax status (27.2 )% — % Permanent differences (2.7 )% (0.1 )% Other — % — % Effective tax rate (22.8 )% 2.5 % |
Significant Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Prepaid expenses $ 13,010 $ 5,102 State net operating loss 26,121 24,162 Federal net operating loss 88,818 84,017 Foreign net operating loss 8,656 2,106 Other 55 55 Valuation allowance (103,336 ) (89,066 ) Total deferred tax assets 33,324 26,376 Deferred tax liabilities: Property, plant and equipment 28,399 2,119 Deferred revenue related to future revenues and accounts receivable 33,582 25,021 Deferred revenue related to cemetery property 5,875 5,825 Total deferred tax liabilities 67,856 32,965 Net deferred tax liabilities $ 34,532 $ 6,589 Net deferred tax assets and liabilities were classified on the consolidated balance sheets as follows (in thousands): December 31, 2019 2018 Deferred tax assets $ 81 $ 86 Noncurrent assets 81 86 Deferred tax assets 33,243 26,290 Deferred tax liabilities 67,856 32,965 Noncurrent liabilities 34,613 6,675 Net deferred tax liabilities $ 34,532 $ 6,589 |
DEFERRED REVENUES AND COSTS (Ta
DEFERRED REVENUES AND COSTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Deferred Revenues and Related Costs | Deferred revenues and related costs consisted of the following (in thousands): March 31, 2020 December 31, 2019 Deferred contract revenues $ 819,147 $ 837,190 Deferred merchandise trust revenue 97,910 104,304 Deferred merchandise trust unrealized gains (losses) (49,650 ) 7,881 Deferred revenues $ 867,407 $ 949,375 Deferred selling and obtaining costs $ 113,611 $ 114,944 | Deferred revenues and related costs consisted of the following (in thousands): December 31, 2019 December 31, 2018 Deferred contract revenues $ 837,190 $ 835,922 Deferred merchandise trust revenue 104,304 92,718 Deferred merchandise trust unrealized gains (losses) 7,881 (9,034 ) Deferred revenues $ 949,375 $ 919,606 Deferred selling and obtaining costs $ 114,944 $ 113,644 |
Schedule of Customer Contract Liabilities, Net | The components of the customer contract liabilities, net in the Company’s consolidated balance sheets at March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Customer contract liabilities, gross $ 889,868 $ 974,927 Amounts due from customers for unfulfilled performance obligations on cancellable pre-need (22,461 ) (25,552 ) Customer contract liabilities, net $ 867,407 $ 949,375 | The components of the customer contract liabilities, net in the Company’s consolidated balance sheets at December 31, 2019 and December 31, 2018 were as follows (in thousands): December 31, 2019 December 31, 2018 Customer contract liabilities, gross $ 974,927 $ 943,028 Amounts due from customers for unfulfilled performance obligations on cancellable pre-need (25,552 ) (23,422 ) Customer contract liabilities, net $ 949,375 $ 919,606 |
LONG-TERM INCENTIVE PLAN (Table
LONG-TERM INCENTIVE PLAN (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Phantom and Restricted Unit Awards | A rollforward of phantom unit and restricted unit awards as of March 31, 2020 is as follows: Number of Phantom Unit and Weighted Average Grant Date Total non-vested 559,218 $ 3.67 Units issued 18,518 1.08 Units vested (46,875 ) 3.88 Units forfeited — — Total non-vested 530,861 $ 3.56 | A rollforward of phantom unit and restricted unit awards as of December 31, 2019 is as follows: Number of Weighted Total non-vested 1,029,638 $ 7.49 Units issued 1,381,572 2.86 Units vested (1,819,131 ) 5.16 Units forfeited (32,861 ) 6.68 Total non-vested 559,218 $ 3.67 |
Stock Options Activity | A rollforward of stock options as of March 31, 2020 is as follows: Number of Stock Weighted Average Weighted Average Total outstanding at December 31, 2019 5,500,000 $ 0.34 $ 1.20 Options granted — — — Options exercisable — — — Options exercised — — — Options forfeited (225,000 ) 0.34 1.20 Options expired — — — Total outstanding at March 31, 2020 5,275,000 $ 0.34 $ 1.20 | A rollforward of stock options as of December 31, 2019 is as follows: Number of Weighted Weighted Total outstanding at December 31, 2018 — $ — $ — Options granted 5,500,000 0.34 1.20 Options exercisable — — — Options exercised — — — Options forfeited — — — Options expired — — — Total outstanding at December 31, 2019 5,500,000 $ 0.34 $ 1.20 |
Assumptions in Fair Value of Stock Options Granted | Assumptions used in calculating the fair value of the stock options granted are summarized below: 2019 Options Granted Valuation assumptions: Expected dividend yield None Expected volatility 23.41 % Expected term (years) 6.0 Risk-free interest rate 1.78 % Weighted average: Exercise price per stock option $ 1.20 Market price per share $ 1.23 Weighted average fair value per stock option $ 0.34 | Assumptions used in calculating the fair value of the stock options granted during the year are summarized below: 2019 Valuation assumptions: Expected dividend yield None Expected volatility 23.41 % Expected term (years) 6.0 Risk-free interest rate 1.78 % Weighted average: Exercise price per stock option $ 1.20 Market price per share $ 1.23 Weighted average fair value per stock option $ 0.34 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Fixed Rent for Cemeteries | In connection with the Company’s 2014 lease and management agreements with the Archdiocese of Philadelphia, it has committed to pay aggregate fixed rent of $36.0 million in the following amounts: Lease Years 1-5 2014-May None Lease Years 6-20 2019-May $1,000,000 per Lease Year Lease Years 21-25 2034-May $1,200,000 per Lease Year Lease Years 26-35 2039-May $1,500,000 per Lease Year Lease Years 36-60 2049-May None | In connection with the Partnership’s 2014 lease and management agreements with the Archdiocese of Philadelphia, it has committed to pay aggregate fixed rent of $36.0 million in the following amounts: Lease Years 1-5 2014-May None Lease Years 6-20 2019-May $1,000,000 per Lease Year Lease Years 21-25 2034-May $1,200,000 per Lease Year Lease Years 26-35 2039-May $1,500,000 per Lease Year Lease Years 36-60 2049-May None |
EXIT AND DISPOSAL ACTIVITIES (T
EXIT AND DISPOSAL ACTIVITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | ||
Summary of Severance Liability Recognized for Reduction in Workforce | The following table summarizes the activity in the severance liability recognized for this reduction in workforce in the accompanying consolidated balance sheets as of March 31, 2020, by reportable segment (in thousands): Cemetery Funeral Home Corporate Consolidated Balance at December 31, 2019 $ 86 $ — $ 64 $ 150 Accruals — — — — Cash payments (86 ) — (64 ) (150 ) Balance at March 31, 2020 $ — $ — $ — $ — | The following table summarizes the activity in the severance liability recognized for this reduction in workforce in the accompanying consolidated balance sheet as of December 31, 2019, by reportable segment (in thousands): Cemetery Funeral Home Corporate Consolidated Balance at January 1, 2019 $ — $ — $ — $ — Accruals 935 25 583 1,543 Cash payments (849 ) (25 ) (519 ) (1,393 ) Balance at December 31, 2019 $ 86 $ — $ 64 $ 150 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule of Components of Leases | The Company has the following balances recorded on its consolidated balance sheets related to leases: March 31, 2020 December 31, 2019 Assets: Operating $ 8,793 $ 10,570 Finance 5,095 5,685 Total ROU assets (1) $ 13,888 $ 16,255 Liabilities: Current Operating $ 1,825 $ 2,022 Finance 1,200 1,200 Long-term Operating 9,833 11,495 Finance 3,927 4,302 Total lease liabilities (2) $ 16,785 $ 19,019 (1) The Company’s ROU operating assets and finance assets are presented within Other assets and Property and equipment, net of accumulated depreciation, respectively, in its consolidated balance sheets. (2) The Company’s current lease liabilities and long-term are presented within Accounts payable and accrued liabilities and Other long-term liabilities, respectively, in its consolidated balance sheets. | The Company has the following balances recorded on its consolidated balance sheet as of December 31, 2019 related to leases (in thousands): December 31, Assets: Operating $ 10,570 Finance 5,685 Total ROU assets (1) $ 16,255 Liabilities: Current Operating $ 2,022 Finance 1,200 Long-term Operating 11,495 Finance 4,302 Total lease liabilities (2) $ 19,019 (1) The Company’s ROU operating assets and finance assets are presented within Other assets and Property and equipment, net of accumulated depreciation, respectively in its consolidated balance sheet. (2) The Company’s current and long-term lease liabilities are presented within Accounts payable and accrued liabilities and Other long-term liabilities, respectively, in its consolidated balance sheet. |
Components of Lease Expense | The components of lease expense were as follows: Three months ended March 31, 2020 2019 Lease cost Classification Operating lease costs (1) General and administrative expense $ 801 $ 920 Finance lease costs Amortization of leased assets Depreciation and Amortization 329 320 Interest on lease liabilities Interest expense 116 116 Variable lease costs General and administrative expense — — Short-term lease costs (2) General and administrative expense — — Net lease costs $ 1,246 $ 1,356 (1) The Company includes its variable lease costs under operating lease costs as these variable lease costs are immaterial. (2) The Company does not have any short-term leases with lease terms greater than one month. | The components of lease expense were as follows (in thousands): Year ended Lease cost Classification Operating lease costs (1) General and administrative expense $ 3,628 Finance lease costs Amortization of leased assets Depreciation and Amortization 1,282 Interest on lease liabilities Interest expense 495 Short-term lease costs (2) General and administrative expense — Net Lease costs $ 5,405 (1) The Company includes its variable lease costs under operating lease costs as these variable lease costs are immaterial. (2) The Company does not have any short-term leases with lease terms greater than one month. |
Schedule of Minimum Lease Commitments Remaining Under the Company's Operating Lease and Capital Lease, per ASC 840 | Minimum lease commitments remaining under the Company’s operating leases and capital leases, per ASC 840, Leases, Year ending December 31, Operating Capital 2019 $ 4,349 $ 1,499 2020 2,765 1,196 2021 2,130 949 2022 1,539 558 2023 1,184 89 Thereafter 5,737 — Total $ 17,704 $ 4,291 Less: Interest (875 ) Present value of lease liabilities $ 3,416 | |
Maturities of the Company's Lease Labilities | Maturities of the Company’s lease labilities as of March 31, 2020 were as follows: Year ending December 31, Operating Finance 2020 $ 2,207 $ 1,267 2021 2,512 1,838 2022 2,178 2,027 2023 1,900 708 2024 1,768 105 Thereafter 5,854 — Total $ 16,419 $ 5,945 Less: Interest (4,762 ) (817 ) Present value of lease liabilities $ 11,657 $ 5,128 Maturities of the Company’s lease labilities as of December 31, 2019 were as follows: Year ending December 31, Operating Finance 2019 $ 3,283 $ 1,759 2020 2,783 1,838 2021 2,455 2,026 2022 2,190 708 2023 2,046 106 Thereafter 6,348 — Total $ 19,105 $ 6,437 Less: Interest (5,588 ) (935 ) Present value of lease liabilities $ 13,517 $ 5,502 | |
ASC 842 | ||
Schedule of Maturities the Company's of Lease liabilities, per ASC 842 | Maturities of the Company’s lease labilities as of December 31, 2019, per ASC 842, Leases, Year ending December 31, Operating Finance 2020 $ 3,283 $ 1,759 2021 2,783 1,838 2022 2,455 2,026 2023 2,190 708 2024 2,046 106 Thereafter 6,348 — Total $ 19,105 $ 6,437 Less: Interest (5,588 ) (935 ) Present value of lease liabilities $ 13,517 $ 5,502 |
SUPPLEMENTAL CONDENSED CONSOL_2
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Condensed Consolidating Balance Sheets | UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2020 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ — $ 25,621 $ 1,445 $ — $ 27,066 Restricted cash — — — 20,400 — — 20,400 Assets held for sale — — — 77,850 — — 77,850 Other current assets — — 3,565 60,619 11,574 — 75,758 Total current assets — — 3,565 184,490 13,019 — 201,074 Long-term accounts receivable — — 2,345 59,074 10,055 — 71,474 Cemetery and funeral home property and equipment — — 531 364,534 32,035 — 397,100 Merchandise trusts — — — — 437,638 — 437,638 Perpetual care trusts — — — — 284,832 — 284,832 Deferred selling and obtaining costs — — 5,704 89,682 18,225 — 113,611 Intangible assets — — — 98 55,844 — 55,942 Other assets — — — 24,141 2,607 — 26,748 Investments in and amounts due from affiliates eliminated upon consolidation — 279,834 — 576,588 — (856,422 ) — Total assets $ — $ 279,834 $ 12,145 $ 1,298,607 $ 854,255 $ (856,422 ) $ 1,588,419 Liabilities and Owners’ Equity Current liabilities — — 180 102,968 1,486 — 104,634 Long-term debt, net of deferred financing costs — 279,834 61,470 139 — — 341,443 Deferred revenues — — 31,431 727,227 108,749 — 867,407 Perpetual care trust corpus — — — — 284,832 — 284,832 Other long-term liabilities — — — 66,670 16,545 — 83,215 Investments in and amounts due to affiliates eliminated upon consolidation 93,112 93,112 177,069 341,304 494,246 (1,198,843 ) — Total liabilities 93,112 372,946 270,150 1,238,308 905,858 (1,198,843 ) 1,681,531 Owners’ equity (93,112 ) (93,112 ) (258,005 ) 60,299 (51,603 ) 342,421 (93,112 ) Total liabilities and owners’ equity $ — $ 279,834 $ 12,145 $ 1,298,607 $ 854,255 $ (856,422 ) $ 1,588,419 UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS (Continued) December 31, 2019 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ — $ 33,553 $ 1,314 $ — $ 34,867 Restricted cash — — — 21,900 — — 21,900 Assets held for sale — — — 23,858 — — 23,858 Other current assets — — 3,497 62,686 11,531 — 77,714 Total current assets — — 3,497 141,997 12,845 — 158,339 Long-term accounts receivable — — 2,557 63,124 9,868 — 75,549 Cemetery and funeral home property and equipment — — 609 391,626 31,770 — 424,005 Merchandise trusts — — — — 517,192 — 517,192 Perpetual care trusts — — — — 343,619 — 343,619 Deferred selling and obtaining costs — — 5,654 91,243 18,047 — 114,944 Intangible assets — — — 136 56,110 — 56,246 Other assets — — — 26,907 2,567 — 29,474 Investments in and amounts due from affiliates eliminated upon consolidation — 301,531 — 648,359 — (949,890 ) — Total assets $ — $ 301,531 $ 12,317 $ 1,363,392 $ 992,018 $ (949,890 ) $ 1,719,368 Liabilities and Owners’ Equity Current liabilities $ — $ — $ 161 $ 74,674 $ 1,466 $ — $ 76,301 Long-term debt, net of deferred financing costs — 301,531 66,239 193 — — 367,963 Deferred revenues — — 33,349 802,528 113,498 — 949,375 Perpetual care trust corpus — — — — 343,619 — 343,619 Liabilities held for sale, net of current portion Other long-term liabilities — — — 68,227 16,373 — 84,600 Investments in and amounts due to affiliates eliminated upon consolidation 102,490 102,490 183,611 367,770 567,666 (1,324,027 ) — Total liabilities 102,490 404,021 283,360 1,313,392 1,042,622 (1,324,027 ) 1,821,858 Owners’ equity (102,490 ) (102,490 ) (271,043 ) 50,000 (50,604 ) 374,137 (102,490 ) Total liabilities and owners’ equity $ — $ 301,531 $ 12,317 $ 1,363,392 $ 992,018 $ (949,890 ) $ 1,719,368 | CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2019 Parent Partnership CFS Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ — $ 33,553 $ 1,314 $ 34,867 Restricted cash — — — 21,900 — 21,900 Assets held for sale — — — 23,858 — 23,858 Other current assets — — 3,497 62,686 11,531 77,714 Total current assets — — 3,497 141,997 12,845 — 158,339 Long-term accounts receivable — — 2,557 63,124 9,868 75,549 Cemetery and funeral home property and equipment — — 609 391,626 31,770 424,005 Merchandise trusts — — — — 517,192 517,192 Perpetual care trusts — — — — 343,619 343,619 Deferred selling and obtaining costs — — 5,654 91,243 18,047 114,944 Intangible assets — — — 136 56,110 56,246 Other assets — — — 26,907 2,567 29,474 Investments in and amounts due from affiliates eliminated upon consolidation — 301,531 — 648,359 — (949,890 ) — Total assets $ — $ 301,531 $ 12,317 $ 1,363,392 $ 992,018 $ (949,890 ) $ 1,719,368 Liabilities and Owners’ Equity Current liabilities — — 161 74,674 1,466 76,301 Long-term debt, net of deferred financing costs — 301,531 66,239 193 — 367,963 Deferred revenues — — 33,349 802,528 113,498 949,375 Perpetual care trust corpus — — — — 343,619 343,619 Other long-term liabilities — — — 68,227 16,373 84,600 Investments in and amounts due to affiliates eliminated upon consolidation 102,490 102,490 183,611 367,770 567,666 (1,324,027 ) — Total liabilities 102,490 404,021 283,360 1,313,392 1,042,622 (1,324,027 ) 1,821,858 Owners’ equity (102,490 ) (102,490 ) (271,043 ) 50,000 (50,604 ) 374,137 (102,490 ) Total liabilities and owners’ equity $ — $ 301,531 $ 12,317 $ 1,363,392 $ 992,018 $ (949,890 ) $ 1,719,368 CONDENSED CONSOLIDATING BALANCE SHEET (continued) December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ 16,298 $ 1,849 $ — $ 18,147 Assets held for sale — — 757 — — 757 Other current assets — 3,718 64,167 11,527 — 79,412 Total current assets — 3,718 81,222 13,376 — 98,316 Long-term accounts receivable — 3,118 71,708 12,322 — 87,148 Cemetery and funeral home property and equipment — 806 409,497 33,550 — 443,853 Merchandise trusts — — — 488,248 — 488,248 Perpetual care trusts — — — 330,562 — 330,562 Deferred selling and obtaining costs — 5,511 89,689 18,444 — 113,644 Goodwill and intangible assets — — 25,676 60,607 — 86,283 Other assets — — 19,401 2,926 — 22,327 Investments in and amounts due from affiliates eliminated upon consolidation 57,835 (4,626 ) 539,997 — (593,206 ) — Total assets $ 57,835 $ 8,527 $ 1,237,190 $ 960,035 $ (593,206 ) $ 1,670,381 Liabilities, Redeemable Convertible Preferred Units and Partners’ Capital (Deficit) Current liabilities $ — $ 184 $ 60,216 $ 1,400 $ — $ 61,800 Long-term debt, net of deferred financing costs 68,453 105,160 146,635 — — 320,248 Deferred revenues — 32,147 775,657 111,802 — 919,606 Perpetual care trust corpus — — — 330,562 — 330,562 Other long-term liabilities — — 33,553 15,230 — 48,783 Due to affiliates — — 173,613 543,543 (717,156 ) — Total liabilities 68,453 137,491 1,189,674 1,002,537 (717,156 ) 1,680,999 Redeemable convertible preferred units — — — — — — Partners’ capital (deficit) (10,618 ) (128,964 ) 47,516 (42,502 ) 123,950 (10,618 ) Total liabilities, redeemable convertible preferred units and partners’ capital (deficit) $ 57,835 $ 8,527 $ 1,237,190 $ 960,035 $ (593,206 ) $ 1,670,381 |
Condensed Consolidating Statements of Operations | UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2020 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ — $ 1,194 $ 59,698 $ 13,069 $ (2,716 ) $ 71,245 Total costs and expenses — — (3,169 ) (58,984 ) (13,319 ) 2,716 (72,756 ) Gain on sale of businesses — — — 24,086 — — 24,086 Net income from equity investment in subsidiaries 9,003 17,701 12,585 — — (39,289 ) — Interest expense — (8,698 ) (1,911 ) (1,382 ) (293 ) — (12,284 ) Income (loss) from operations before income taxes 9,003 9,003 8,699 23,418 (543 ) (39,289 ) 10,291 Income tax expense — — — (1,288 ) — — (1,288 ) Net income (loss) $ 9,003 $ 9,003 $ 8,699 $ 22,130 $ (543 ) $ (39,289 ) $ 9,003 Three Months Ended March 31, 2019 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 1,564 $ 59,752 $ 11,132 $ (979 ) $ 71,469 Total costs and expenses — (4,520 ) (65,935 ) (11,356 ) 979 (80,832 ) Net loss from equity investment in subsidiaries (21,176 ) (18,925 ) — — 40,101 — Interest expense (1,358 ) (2,087 ) (9,456 ) (270 ) — (13,171 ) Income (loss) from operations before income taxes (22,534 ) (23,968 ) (15,639 ) (494 ) 40,101 (22,534 ) Income tax expense — — — — — — Net income (loss) $ (22,534 ) $ (23,968 ) $ (15,639 ) $ (494 ) $ 40,101 $ (22,534 ) | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2019 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ — $ 5,041 $ 242,339 $ 49,068 $ (6,926 ) $ 289,522 Total costs and expenses — — (15,181 ) (285,292 ) (54,610 ) 6,926 (348,157 ) Other losses, net — — (46 ) (5,761 ) (2,299 ) — (8,106 ) Net loss from equity investment in subsidiaries (151,942 ) (125,840 ) (120,653 ) — — 398,435 — Interest expense — (25,164 ) (10,505 ) (11,726 ) (1,124 ) — (48,519 ) Loss on debt extinguishment — (938 ) (1,441 ) (6,099 ) — — (8,478 ) Income (loss) from operations before income taxes (151,942 ) (151,942 ) (142,785 ) (66,539 ) (8,965 ) 398,435 (123,738 ) Income tax expense — — — (28,204 ) — — (28,204 ) Net income (loss) $ (151,942 ) $ (151,942 ) $ (142,785 ) $ (94,743 ) $ (8,965 ) $ 398,435 $ (151,942 ) Year Ended December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 6,382 $ 266,550 $ 52,271 $ (9,077 ) $ 316,126 Total costs and expenses — (13,666 ) (285,578 ) (58,349 ) 9,077 (348,516 ) Other loss — (445 ) (9,510 ) (1,549 ) — (11,504 ) Net loss from equity investment in subsidiaries (63,084 ) (54,573 ) — — 117,657 — Interest expense (5,434 ) (8,348 ) (15,787 ) (1,033 ) — (30,602 ) Income (loss) from continuing operations before income taxes (68,518 ) (70,650 ) (44,325 ) (8,660 ) 117,657 (74,496 ) Income tax benefit — — 1,797 — — 1,797 Net income (loss) $ (68,518 ) $ (70,650 ) $ (42,528 ) $ (8,660 ) $ 117,657 $ (72,699 ) |
Condensed Consolidating Statement of Cash Flows | UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2020 Parent Partnership CFS West Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash used in (provided by) operating activities $ — $ — $ 12 $ 4,465 $ 893 $ (10,608 ) $ (5,238 ) Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — — — 26,796 (679 ) — 26,117 Payments to affiliates — — — — — — — Net cash provided by investing activities — — — 26,796 (679 ) — 26,117 Cash Flows From Financing Activities: Cash distributions — — — — — — — Payments from affiliates — — — (10,608 ) — 10,608 — Net borrowings and repayments of debt — — (12 ) (29,872 ) (83 ) — (29,967 ) Other financing activities — — — (213 ) — — (213 ) Net cash used in financing activities — — (12 ) (40,693 ) (83 ) 10,608 (30,180 ) Net (decrease) increase in cash and cash equivalents and restricted cash — — — (9,432 ) 131 — (9,301 ) Cash and cash equivalents and restricted cash—Beginning of period — — — 55,453 1,314 — 56,767 Cash and cash equivalents and restricted cash—End of period $ — $ — $ — $ 46,021 $ 1,445 $ — $ 47,466 Three Months Ended March 31, 2019 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash used in (provided by) operating activities $ — $ 119 $ (9,509 ) $ (268 ) $ (3,445 ) $ (13,103 ) Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — (106 ) (1,717 ) (80 ) — (1,903 ) Net cash used investing activities — (106 ) (1,717 ) (80 ) — (1,903 ) Cash Flows From Financing Activities: Cash distributions — — — — — — Payments to affiliates — — (3,445 ) — 3,445 — Net borrowings and repayments of debt — (13 ) 24,030 (74 ) — 23,943 Other financing activities — — (2,636 ) — — (2,636 ) Net cash (used in) provided by financing activities — (13 ) 17,949 (74 ) 3,445 21,307 Net increase (decrease) in cash and cash equivalents and restricted cash — — 6,723 (422 ) — 6,301 Cash and cash equivalents and restricted cash—Beginning of period — — 16,298 1,849 — 18,147 Cash and cash equivalents and restricted cash—End of period $ — $ — $ 23,021 $ 1,427 $ — $ 24,448 | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2019 Parent Partnership CFS Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ — $ 280 $ (1,662 ) $ (935 ) $ (35,669 ) $ (37,986 ) Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — — (232 ) (644 ) 713 — (163 ) Payments to affiliates — (390,238 ) (73,087 ) — — 463,325 — Net cash used in investing activities — (390,238 ) (73,319 ) (644 ) 713 463,325 (163 ) Cash Flows From Financing Activities: Payments from affiliates — — — 427,656 — (427,656 ) — Proceeds from issuance of redeemable convertible preferred units, net — 57,500 — — — — 57,500 Net borrowings and repayments of debt — 332,738 73,039 (367,746 ) (313 ) — 37,718 Other financing activities — — — (18,449 ) — — (18,449 ) Net cash used in financing activities — 390,238 73,039 41,461 (313 ) (427,656 ) 76,769 Net increase (decrease) in cash and cash equivalents and restricted cash — — — 39,155 (535 ) — 38,620 Cash and cash equivalents and restricted cash—Beginning of period — — — 16,298 1,849 — 18,147 Cash and cash equivalents and restricted cash—End of period $ — $ — $ — $ 55,453 $ 1,314 $ — $ 56,767 Year Ended December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 370 $ 39,942 $ (73 ) $ (13,782 ) $ 26,457 Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — (370 ) (11,510 ) (683 ) — (12,563 ) Net cash used in investing activities — (370 ) (11,510 ) (683 ) — (12,563 ) Cash Flows From Financing Activities: Cash distributions — — — — — — Payments to affiliates — — (13,782 ) — 13,782 — Proceeds from issuance of redeemable convertible preferred units, net — — — — — — Net borrowings and repayments of debt — — 1,387 — — 1,387 Other financing activities — — (3,955 ) — — (3,955 ) Net cash used in financing activities — — (16,350 ) — 13,782 (2,568 ) Net decrease in cash and cash equivalents — — 12,082 (756 ) — 11,326 Cash and cash equivalents—Beginning of period — — 4,216 2,605 — 6,821 Cash and cash equivalents—End of period $ — $ — $ 16,298 $ 1,849 $ — $ 18,147 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Assets and Liabilities Classified as Assets Held for Sale | The following table summarizes the assets and liabilities that have been classified as Assets held for sale on the Company’s unaudited condensed consolidated balance sheets: March 31, December 31, 2020 2019 Total Other Total Oakmont Other Total Assets Current assets: Accounts receivable, net of allowance $ 1,576 $ — $ 1,576 $ 580 $ — $ 580 Prepaid expenses — — — 34 — 34 Other current assets 163 — 163 35 — 35 Total current assets held for sale 1,739 — 1,739 649 — 649 Long-term accounts receivable, net of allowance 5,102 — 5,102 3,194 — 3,194 Cemetery property 15,439 350 15,789 5,811 350 6,161 Property and equipment, net of accumulated depreciation 8,888 — 8,888 2,762 150 2,912 Merchandise trusts, restricted, at fair value 20,127 — 20,127 6,673 — 6,673 Perpetual care trusts, restricted, at fair value 21,917 — 21,917 2,470 — 2,470 Deferred selling and obtaining costs 2,361 — 2,361 1,388 — 1,388 Other assets 1,927 — 1,927 411 — 411 Total assets held for sale $ 77,500 $ 350 $ 77,850 $ 23,358 $ 500 $ 23,858 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 234 $ — $ 234 $ 102 $ — $ 102 Current portion, long-term debt — — — 36 — 36 Other current liabilities — — — 5,000 — 5,000 Total current liabilities held for sale 234 — 234 5,138 — 5,138 Deferred revenues 28,841 — 28,841 12,856 — 12,856 Perpetual care trust corpus 21,917 — 21,917 2,470 — 2,470 Other long-term liabilities 1,445 — 1,445 204 — 204 Total liabilities held for sale 52,437 — 52,437 20,668 — 20,668 Net assets held for sale $ 25,063 $ 350 $ 25,413 $ 2,690 $ 500 $ 3,190 | The following table summarizes the assets and liabilities that have been classified as Assets held for sale on the Company’s consolidated balance sheets as of December 31, 2019 and 2018: December 31, December 31, 2019 2018 Oakmont Other Total Other Assets Current assets: Accounts receivable, net of allowance $ 580 $ — $ 580 $ — Prepaid expenses 34 — 34 — Other current assets 35 — 35 — Total current assets held for sale 649 — 649 — Long-term accounts receivable, net of allowance 3,194 — 3,194 — Cemetery property 5,811 350 6,161 350 Property and equipment, net of accumulated depreciation 2,762 150 2,912 407 Merchandise trusts, restricted, at fair value 6,673 — 6,673 — Perpetual care trusts, restricted, at fair value 2,470 — 2,470 — Deferred selling and obtaining costs 1,388 — 1,388 — Other assets 411 — 411 — Total assets held for sale $ 23,358 $ 500 $ 23,858 $ 757 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 102 $ — $ 102 $ — Current portion, long-term debt 36 — 36 — Other current liabilities 5,000 — 5,000 Total current liabilities held for sale 5,138 — 5,138 — Deferred revenues 12,856 — 12,856 — Perpetual care trust corpus 2,470 — 2,470 — Other long-term liabilities 204 — 204 — Total liabilities held for sale 20,668 — 20,668 — Net assets held for sale $ 2,690 $ 500 $ 3,190 $ 757 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Segment Information | The following tables present financial information with respect to the Company’s segments (in thousands). Corporate costs represent those not directly associated with an operating segment, such as corporate overhead, interest expense and income taxes. Corporate assets primarily consist of cash and cash equivalents and restricted cash. Three Months Ended March 31, 2020 2019 STATEMENT OF OPERATIONS DATA: Cemetery Operations: Revenues $ 58,066 $ 57,910 Operating costs and expenses (51,138 ) (53,162 ) Depreciation and amortization (1,704 ) (1,962 ) Segment operating profit $ 5,224 $ 2,786 Funeral Home Operations: Revenues $ 13,179 $ 13,559 Operating costs and expenses (10,658 ) (11,500 ) Depreciation and amortization (539 ) (588 ) Segment operating profit $ 1,982 $ 1,471 Reconciliation of segment operating profit to net income (loss): Cemetery Operations $ 5,224 $ 2,786 Funeral Home Operations 1,982 1,471 Total segment profit 7,206 4,257 Corporate overhead (8,501 ) (13,413 ) Corporate depreciation and amortization (216 ) (207 ) Gain on sale of businesses 24,086 — Interest expense (12,284 ) (13,171 ) Income tax expense (1,288 ) — Net income (loss) $ 9,003 $ (22,534 ) CASH FLOW DATA: Capital expenditures: Cemetery Operations $ 1,188 $ 890 Funeral Home Operations 10 976 Corporate 875 37 Total capital expenditures $ 2,073 $ 1,903 March 31, 2020 December 31, 2019 BALANCE SHEET DATA: Assets: Cemetery Operations $ 1,394,901 $ 1,504,463 Funeral Home Operations 136,726 148,310 Corporate 56,792 66,595 Total assets $ 1,588,419 $ 1,719,368 Assets held for sale: Cemetery Operations $ 65,360 $ 20,819 Funeral Home Operations 12,490 3,039 Total assets held for sale $ 77,850 $ 23,858 Disposed assets: Cemetery Operations $ 20,445 $ — Funeral Home Operations 3,032 110 Total disposed assets $ 23,477 $ 110 | The following tables present financial information with respect to the Company’s segments (in thousands). Corporate costs represent those not directly associated with an operating segment, such as corporate overhead, interest expense and income taxes. Corporate assets primarily consist of cash and cash equivalents and restricted cash. Year Ended December 31, 2019 2018 STATEMENT OF OPERATIONS DATA: Cemetery Operations (1) Revenues $ 237,887 $ 261,935 Operating costs and expenses (218,091 ) (238,974 ) Depreciation and amortization (7,420 ) (8,037 ) Segment operating profit $ 12,376 $ 14,924 Funeral Home Operations: Revenues 51,635 54,191 Operating costs and expenses (43,315 ) (44,525 ) Depreciation and amortization (2,376 ) (2,744 ) Segment operating profit $ 5,944 $ 6,922 Reconciliation of segment operating profit to net loss: Cemetery Operations 12,376 14,924 Funeral Home Operations 5,944 6,922 Total segment profit 18,320 21,846 Corporate overhead (51,107 ) (53,281 ) Corporate depreciation and amortization (986 ) (955 ) Other losses, net (8,106 ) (11,504 ) Loss on debt extinguishment (8,478 ) — Loss on impairment of goodwill (24,862 ) — Interest expense (48,519 ) (30,602 ) Income tax (expense) benefit (28,204 ) 1,797 Net loss $ (151,942 ) $ (72,699 ) Exit and disposal activities Cemetery Operations $ 935 $ — Funeral Home Operations 25 — Corporate 583 — Total exit and disposal activities $ 1,543 $ — CASH FLOW DATA: Capital expenditures: Cemetery Operations $ 4,871 $ 9,025 Funeral Home Operations 1,431 2,839 Corporate 115 308 Total capital expenditures $ 6,418 $ 12,172 (1) Segment operating profit for Cemetery Operations for the year ended December31, 2019 excludes the loss on impairment of goodwill recognized by the Company in 2019. December 31, December 31, BALANCE SHEET DATA: Assets: Cemetery Operations $ 1,504,463 $ 1,509,947 Funeral Home Operations 148,310 136,064 Corporate 66,595 24,370 Total assets $ 1,719,368 $ 1,670,381 Goodwill: Cemetery Operations $ — $ 24,862 Assets held for sale: Cemetery Operations $ 20,819 $ 349 Funeral Home Operations 3,039 408 Total assets held for sale $ 23,858 $ 757 Disposed assets: Cemetery Operations $ — $ 18 Funeral Home Operations 110 586 Total disposed assets $ 110 $ 604 |
SUPPLEMENTAL CONSOLIDATED CAS_2
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Schedule of Cash Flow, Supplemental Disclosure | The tables presented below provide supplemental information to the unaudited condensed consolidated statements of cash flows regarding contract origination and maturity activity included in the pertinent captions on the Company’s unaudited condensed consolidated statements of cash flows (in thousands): Three months ended March 31, 2020 2019 Accounts Receivable Pre-need/at-need $ (25,457 ) $ (27,587 ) Cash receipts from sales on credit (post-origination) 23,862 25,622 Changes in accounts receivable, net of allowance $ (1,595 ) $ (1,965 ) Customer Contract Liabilities Deferrals: Cash receipts from customer deposits at origination, net of refunds $ 35,586 $ 34,205 Withdrawals of realized income from merchandise trusts during the period 2,684 2,124 Pre-need/at-need 25,457 27,587 Undistributed merchandise trust investment earnings, net (1,595 ) 3,610 Recognition: Merchandise trust investment income, net withdrawn as of end of period (2,107 ) (2,255 ) Recognized maturities of customer contracts collected as of end of period (45,989 ) (46,131 ) Recognized maturities of customer contracts uncollected as of end of period (7,602 ) (10,556 ) Changes in customer contract liabilities $ 6,434 $ 8,584 | The tables presented below provide supplemental information to the consolidated statements of cash flows regarding contract origination and maturity activity included in the pertinent captions on the Company’s consolidated statements of cash flows (in thousands): Year ended December 31, 2019 2018 Accounts Receivable Pre-need/at-need (113,759 ) $ (126,199 ) Cash receipts from sales on credit (post-origination) 105,126 130,697 Changes in accounts receivable, net of allowance $ (8,633 ) $ 4,498 Customer Contract Liabilities Deferrals: Cash receipts from customer deposits at origination, net of refunds $ 141,264 $ 146,279 Withdrawals of realized income from merchandise trusts during the period 8,537 15,582 Pre-need/at-need 113,759 126,199 Undistributed merchandise trust investment earnings, net 13,389 (2,725 ) Recognition: Merchandise trust investment income, net withdrawn as of end of period (9,555 ) (9,618 ) Recognized maturities of customer contracts collected as of end of period (204,629 ) (188,897 ) Recognized maturities of customer contracts uncollected as of end of period (26,109 ) (49,415 ) Changes in customer contract liabilities $ 36,656 $ 37,405 |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following summarizes certain quarterly results of operations data: First Second Quarter Third Fourth Quarter (in thousands, except per unit data) Year Ended December 31, 2019 Revenues $ 71,469 $ 78,495 $ 73,151 $ 66,407 Gross loss (1) (9,363 ) (6,759 ) (6,441 ) (11,210 ) Net loss (2) (22,534 ) (34,398 ) (42,652 ) (52,358 ) Net loss per common share (basic and diluted) (2) $ (0.59 ) $ (0.87 ) $ (1.10 ) $ (1.23 ) Year Ended December 31, 2018 Revenues $ 77,945 $ 81,571 $ 73,185 $ 83,425 Gross loss (1) (8,026 ) (8,738 ) (10,016 ) (5,610 ) Net loss (2) (17,923 ) (17,017 ) (17,225 ) (20,534 ) General partner’s interest in net income (loss) for the period (187 ) (177 ) (179 ) (214 ) Limited partners’ interest in net loss for the period (17,736 ) (16,840 ) (17,046 ) (20,320 ) Net loss per common limited partner unit (basic and diluted) (2) $ (0.47 ) $ (0.44 ) $ (0.45 ) $ (0.54 ) (1) Gross profit (loss) is computed based upon total revenues less total costs and expenses per the consolidated statements of operations for each quarter. (2) Net loss per common share for the year ended December 31, 2019 and net loss per common limited partners unit for the year ended December 31, 2018 were computed independently for each quarter and the full year based upon respective weighted-average outstanding common shares or common limited partners unit. Therefore, the sum of the quarterly per common share or per common limited partners unit amounts for the year ended December 31, 2019 and 2018, respectively, may not equal the annual per share amounts. |
GENERAL - Additional Informatio
GENERAL - Additional Information (Detail) | Apr. 01, 2020USD ($) | May 10, 2019USD ($) | Oct. 31, 2019USD ($)Property | Mar. 31, 2020USD ($)PropertyStateSegmentshares | Dec. 31, 2019USD ($)PropertyStateSegmentshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2020USD ($) | Jun. 27, 2019USD ($)$ / sharesshares | Mar. 31, 2019 | Jan. 01, 2019USD ($) |
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Management lease loss | $ (2,100,000) | |||||||||
Cash and cash equivalents | $ 27,066,000 | 34,867,000 | $ 18,147,000 | |||||||
Restricted cash | 20,400,000 | $ 21,900,000 | $ 21,900,000 | |||||||
Refundable deposit received for divestitures of property | $ 5,000,000 | $ 5,000,000 | ||||||||
Divestiture, number of property in non-binding letter | Property | 1 | 1 | ||||||||
Investment Income Contractual Term | 60 months | 60 months | ||||||||
Debt instrument, variable rate | 3.75% | 3.75% | ||||||||
Number of reportable segments | Segment | 2 | 2 | ||||||||
Accounts receivable average cancellation rate basis period | 5 years | 5 years | ||||||||
Inventories | $ 5,900,000 | 7,500,000 | ||||||||
Lease renewal term description | Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. | Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. | ||||||||
Advertising costs | $ 9,200,000 | $ 6,900,000 | ||||||||
Operating lease ROU asset | $ 8,793,000 | 10,570,000 | ||||||||
Operating lease liability | $ 11,657,000 | $ 13,517,000 | ||||||||
Aggregate common stock issued | shares | 94,477,102 | 94,447,356 | 94,447,000 | |||||||
Shares conversion in common stock | shares | 1 | |||||||||
Impairment of long-lived assets | $ 0 | |||||||||
ASC 842 | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Reclassification from Intangible assets to other assets for below market lease intangibles | $ 1,100,000 | |||||||||
Reclassification from accounts payable and accrued liabilities to other assets for deferred gain on sale leaseback transaction | 100,000 | |||||||||
Reclassification from other long term liabilities to other assets for deferred gain on sale leaseback transaction | 200,000 | |||||||||
Reclassification from accounts payable and accrued liabilities to other assets for rent | 300,000 | |||||||||
Reclassification from other long term Liabilities to other assets for rent | 3,500,000 | |||||||||
Increase in other assets for operating lease right of use assets | 15,300,000 | |||||||||
Increase in accounts payable and accrued liabilities for operating lease liabilities | 2,200,000 | |||||||||
Increase in other long term liabilities for operating lease liabilities. | 13,100,000 | |||||||||
Operating lease ROU asset | 12,300,000 | |||||||||
Operating lease liability | $ 15,300,000 | |||||||||
Maximum | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Liquid investments purchased with an original maturity | 3 months | 3 months | ||||||||
Lease renewal term | 30 years | 30 years | ||||||||
Product sales, payment term | 60 months | 60 months | ||||||||
Minimum | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Lease renewal term | 1 year | 1 year | ||||||||
Senior Secured Notes | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Long-term debt, gross | $ 353,648,000 | $ 380,619,000 | ||||||||
Senior Secured Notes | Option Through January 30, 2022 - Payable in Kind | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Long-term debt, interest rate | 4.00% | 4.00% | 4.00% | |||||||
Senior Secured Notes | Private Placement | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Long-term debt, gross | $ 385,000,000 | $ 385,000,000 | ||||||||
Fixed interest rate to be paid per annum in cash plus | 7.50% | |||||||||
Senior Secured Notes | Private Placement | 11.500% notes, due 2024 | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Long-term debt, interest rate | 11.50% | 11.50% | ||||||||
Senior Secured Notes | Private Placement | 9.875% notes, due 2024 | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Long-term debt, interest rate | 9.875% | 9.875% | ||||||||
Senior Notes | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Preferred units, sold | shares | 52,083,333 | 52,083,333 | ||||||||
Preferred unit, aggregate purchase price | $ 57,500,000 | $ 57,500,000 | ||||||||
Senior Notes | Private Placement | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Long-term debt, gross | $ 385,000,000 | $ 385,000,000 | ||||||||
Other Losses, Net | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Management lease loss | $ 2,100,000 | |||||||||
StoneMor Operating LLC | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Ownership percentage subsidiaries by the parent | 100.00% | 100.00% | 100.00% | 100.00% | ||||||
C-Corporation Conversion | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
General partner ownership interest | 100.00% | |||||||||
C-Corporation Conversion | StoneMor GP Holdings LLC | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Contribution of common units | shares | 5,099,969 | |||||||||
C-Corporation Conversion | Partnership and LP Sub | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
General partner ownership interest | 100.00% | |||||||||
Series A Purchase Agreement | Series A Redeemable Convertible Preferred Unit | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Preferred units, sold | shares | 52,083,333 | |||||||||
Preferred unit sold price per share | $ / shares | $ 1.1040 | |||||||||
Preferred unit, liquidation preference discount percentage | 8.00% | |||||||||
Preferred unit, aggregate purchase price | $ 57,500,000 | |||||||||
Axar Commitment Agreement | Rights Offering | Maximum | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
proceeds from the contemplated rights offering | $ 17,000,000 | |||||||||
Axar Commitment Agreement | Rights Offering | Maximum | Subsequent Event | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
proceeds from the contemplated rights offering | $ 17,000,000 | |||||||||
C Corporation Conversion | StoneMor GP Holdings LLC | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Aggregate common stock issued | shares | 5,099,969 | |||||||||
Cemetery | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 30 | 30 | ||||||||
Cemetery | US and Puerto Rico | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 319 | 321 | ||||||||
Number of states | State | 27 | 27 | ||||||||
Cemetery | Consolidated Properties | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 16 | 16 | ||||||||
Cemetery | Unconsolidated Properties | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 14 | 14 | ||||||||
Cemetery | Wholly Owned Properties | US and Puerto Rico | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 289 | 291 | ||||||||
Cemetery | Managed Properties | US and Puerto Rico | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 30 | 30 | ||||||||
Funeral Home | US and Puerto Rico | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 88 | 90 | ||||||||
Number of states | State | 17 | 17 | ||||||||
Funeral Home | Cemetery Property | US and Puerto Rico | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 42 | |||||||||
Funeral Home | Cemetery Property | US and Puerto Rico | ||||||||||
Organization and Summary of Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Number of operating locations | Property | 41 |
GENERAL - Reclassification and
GENERAL - Reclassification and Adjustment of Revenues for Cemetery Operations to Corresponding Presentation in Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | |||
Cemetery property | $ 303,628 | $ 320,605 | $ 331,137 |
Deferred selling and obtaining costs | 113,611 | 114,944 | 113,644 |
Total assets | 1,588,419 | 1,719,368 | 1,670,381 |
Liabilities | |||
Deferred revenues | 867,407 | 949,375 | 919,606 |
Total liabilities | $ 1,681,531 | $ 1,821,858 | 1,680,999 |
Members' Equity | |||
Members' equity | (10,618) | ||
Previously Reported | |||
Assets | |||
Cemetery property | 330,841 | ||
Deferred selling and obtaining costs | 112,660 | ||
Total assets | 1,669,101 | ||
Liabilities | |||
Deferred revenues | 914,286 | ||
Total liabilities | 1,675,679 | ||
Members' Equity | |||
Members' equity | (6,578) | ||
Restatement Adjustments | |||
Assets | |||
Cemetery property | 296 | ||
Deferred selling and obtaining costs | 984 | ||
Total assets | 1,280 | ||
Liabilities | |||
Deferred revenues | 5,320 | ||
Total liabilities | 5,320 | ||
Members' Equity | |||
Members' equity | $ (4,040) |
GENERAL - Summary of Classifica
GENERAL - Summary of Classifications of Property and Equipment and Their Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Software and computer hardware | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | Over the shorter of the term of the lease or the life of the asset |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
GENERAL - Reconciliation of Par
GENERAL - Reconciliation of Partnership's Weighted Average Number of Common Limited Partner Units (Detail) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | [2] | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | [1] | |||
Weighted average number of common limited partner units-basic | 38,031 | 37,959 | ||||||
Weighted average number of common limited partner units-diluted | 38,031 | 37,959 | ||||||
Weighted average number of outstanding common shares-basic | 94,472 | 38,031 | [2] | 39,614 | [1] | |||
Weighted average number of outstanding common shares-diluted | 94,472 | 38,031 | [2] | 39,677 | [1] | |||
Stock options | ||||||||
Plus effect of dilutive incentive awards of common limited partner units | 63 | |||||||
[1] | For the period prior to the C-Corporation Conversion, represents weighted average number of common limited partner units outstanding and for the period following the C-Corporation Conversion, represents weighted average number of common shares outstanding. | |||||||
[2] | For the three months ended March 31, 2020, represents weighted average number of common shares outstanding and for the three months ended March 31, 2019, represents weighted average number of common limited partner units outstanding. |
GENERAL - Reconciliation of Com
GENERAL - Reconciliation of Company's Weighted-average Number of Outstanding Common Shares and Common Limited Partner Units (Parenthetical) (Parenthetical) (Detail) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Shares and units excluded from the calculation of diluted weighted-average number of outstanding common shares limited partner units, because of their anti-dilutive effect | 977,166 | 515,625 | 1,333,572 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Detail) $ in Thousands | Jan. 19, 2018USD ($)Property | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||
Payments to acquire businesses | $ 1,667 | |
Cemetery Properties In Wisconsin | ||
Business Acquisition [Line Items] | ||
Number of properties acquired | Property | 6 | |
Consideration paid - cash | $ 2,500 | |
Payments to acquire businesses | $ 800 |
IMPAIRMENT & OTHER LOSSES - Add
IMPAIRMENT & OTHER LOSSES - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)Software | Dec. 31, 2018USD ($) | |
Impairment And Other Losses [Abstract] | ||
Goodwill impairment charge | $ 24,862 | |
Impairment of cemetery property | 2,800 | $ 2,800 |
Loss on management agreement | 2,100 | |
Inventory impairment charges | 3,400 | |
Estimated impairment losses related to damaged and unusable merchandise | $ 2,600 | $ 8,900 |
Number of software projects | Software | 2 | |
Software Impairment Charges | $ 500 |
ACCOUNTS RECEIVABLE, NET OF A_3
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE - Long Term Accounts Receivable, Net of Allowance (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | |||
Customer receivables | $ 147,673 | $ 153,530 | $ 167,017 |
Unearned finance income | (15,345) | (16,303) | (17,000) |
Allowance for doubtful accounts | (5,338) | (5,884) | (4,941) |
Accounts receivable, net of allowance | 126,990 | 131,343 | 145,076 |
Less: Current portion, net of allowance | 55,516 | 55,794 | 57,928 |
Long-term portion, net of allowance | $ 71,474 | $ 75,549 | $ 87,148 |
ACCOUNTS RECEIVABLE, NET OF A_4
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE - Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance, beginning of period | $ 5,884 | $ 4,941 | $ 4,941 | |
Provision for doubtful accounts | (1,144) | (2,042) | (7,559) | $ (7,358) |
Charge-offs, net | (6,600) | (9,300) | ||
Balance, end of period | 5,338 | 5,884 | 4,941 | |
Contract Cancellations | ||||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance, beginning of period | 5,884 | $ 4,941 | 4,941 | 19,795 |
Cumulative effect of accounting changes | (12,876) | |||
Provision for doubtful accounts | 1,144 | 7,559 | 7,358 | |
Charge-offs, net | (1,690) | (6,616) | (9,336) | |
Balance, end of period | $ 5,338 | $ 5,884 | $ 4,941 |
CEMETERY PROPERTY - Schedule of
CEMETERY PROPERTY - Schedule of Cemetery Property (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | |||
Cemetery land | $ 235,568 | $ 249,260 | $ 255,708 |
Mausoleum crypts and lawn crypts | 68,060 | 71,345 | 75,429 |
Cemetery property | $ 303,628 | $ 320,605 | $ 331,137 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | |||
Buildings and improvements | $ 118,796 | $ 125,382 | $ 129,971 |
Furniture and equipment | 55,965 | 57,674 | 58,706 |
Funeral home land | 11,285 | 14,185 | 14,185 |
Property and equipment, gross | 186,046 | 197,241 | 202,862 |
Less: Accumulated depreciation | (92,574) | (93,841) | (90,146) |
Property and equipment, net of accumulated depreciation | $ 93,472 | $ 103,400 | $ 112,716 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2.2 | $ 2.4 | $ 9.4 | $ 9.9 |
MERCHANDISE TRUSTS - Additional
MERCHANDISE TRUSTS - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($)Securities | Dec. 31, 2019USD ($)Security | Dec. 31, 2018USD ($)Security | |
Merchandise Trusts | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Percentage of VIE for cancellable state | 52.60% | 53.60% | ||
Trust assets, fair value | $ 457,765 | $ 523,865 | ||
Merchandise Trusts | Variable Interest Entity, Primary Beneficiary | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Purchases of available for sale securities | 13,200 | $ 21,300 | 54,400 | $ 117,700 |
Sales, maturities and paydowns of available for sale securities | 11,100 | 9,100 | 38,100 | 109,500 |
Merchandise Trusts | Variable Interest Entity, Primary Beneficiary | Other Than Temporarily Impaired Securities | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Trust assets, cost | 91,900 | 178,200 | 285,500 | |
Trust assets, fair value | 89,600 | 172,200 | 256,900 | |
Other than temporary impairments loss | $ 2,300 | $ 6,100 | $ 28,600 | |
Number of securities that incurred other than temporary impairment losses | 89 | 102 | 214 | |
West Virginia Trust Receivable | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Trust assets, fair value | 8,600 | $ 9,700 | $ 8,700 | |
West Virginia Trust Receivable | Merchandise Trusts | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Trust assets, fair value | $ 8,591 | $ 9,651 |
MERCHANDISE TRUSTS - Reconcilia
MERCHANDISE TRUSTS - Reconciliation of Merchandise Trust Activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | ||||
Balance-beginning of period | $ 517,192 | $ 488,248 | $ 488,248 | |
Less: Assets held for sale | (77,850) | (23,858) | $ (757) | |
Balance-end of period | 437,638 | 517,192 | 488,248 | |
Merchandise Trusts | Variable Interest Entity, Primary Beneficiary | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Balance-beginning of period | 517,192 | 488,248 | 488,248 | 515,456 |
Contributions | 10,697 | 13,883 | 54,742 | 66,408 |
Distributions | (14,029) | (13,639) | (59,776) | (79,862) |
Interest and dividends | 5,704 | 7,325 | 29,367 | 27,228 |
Capital gain distributions | 68 | 99 | 1,699 | 543 |
Realized gains and losses, net | 218 | (281) | 3,246 | (1,012) |
Other than temporary impairment | (2,314) | (6,056) | (28,555) | |
Taxes | 118 | 4 | (556) | (347) |
Fees | (3,022) | (873) | (4,268) | (3,855) |
Unrealized change in fair value | (59,181) | 22,613 | 17,219 | (7,756) |
Total | 457,765 | 515,065 | 523,865 | 488,248 |
Less: Assets held for sale | (20,127) | (6,673) | ||
Balance-end of period | $ 437,638 | $ 515,065 | $ 517,192 | $ 488,248 |
MERCHANDISE TRUSTS - Cost and M
MERCHANDISE TRUSTS - Cost and Market Value Associated with Assets Held in Merchandise Trusts (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
West Virginia Trust Receivable | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Fair Value | $ 8,600 | $ 9,700 | $ 8,700 |
Merchandise Trusts | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 509,066 | 515,680 | |
Gross Unrealized Gains | 13,681 | 11,346 | |
Gross Unrealized Losses | (64,982) | (3,161) | |
Fair Value | 457,765 | 523,865 | |
Merchandise Trusts | Short-term investments | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 120,171 | 144,610 | |
Fair Value | 120,171 | 144,610 | |
Merchandise Trusts | Fixed maturities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 6,767 | 1,239 | |
Gross Unrealized Gains | 27 | 20 | |
Gross Unrealized Losses | (316) | (198) | |
Fair Value | 6,478 | 1,061 | |
Merchandise Trusts | Fixed maturities | U.S. governmental securities | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 474 | 456 | |
Gross Unrealized Gains | 23 | 6 | |
Gross Unrealized Losses | (82) | (65) | |
Fair Value | 415 | 397 | |
Merchandise Trusts | Fixed maturities | Corporate debt securities | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 6,293 | 783 | |
Gross Unrealized Gains | 4 | 14 | |
Gross Unrealized Losses | (234) | (133) | |
Fair Value | 6,063 | 664 | |
Merchandise Trusts | Mutual funds - debt securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 30,138 | 67,801 | |
Gross Unrealized Gains | 160 | 1,857 | |
Gross Unrealized Losses | (2,464) | (6) | |
Fair Value | 27,834 | 69,652 | |
Merchandise Trusts | Mutual funds - equity securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 46,279 | 46,609 | |
Gross Unrealized Gains | 1,577 | 1,744 | |
Gross Unrealized Losses | (25,236) | ||
Fair Value | 22,620 | 48,353 | |
Merchandise Trusts | Other investment funds | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 235,150 | 213,024 | |
Gross Unrealized Gains | 10,916 | 6,366 | |
Gross Unrealized Losses | (15,626) | (2,953) | |
Fair Value | 230,440 | 216,437 | |
Merchandise Trusts | Equity securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 56,668 | 24,386 | |
Gross Unrealized Gains | 1,001 | 1,327 | |
Gross Unrealized Losses | (20,331) | (4) | |
Fair Value | 37,338 | 25,709 | |
Merchandise Trusts | Other invested assets | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 4,387 | 8,360 | |
Gross Unrealized Gains | 32 | ||
Gross Unrealized Losses | (94) | ||
Fair Value | 4,293 | 8,392 | |
Merchandise Trusts | Total Investments | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 499,560 | 506,029 | |
Gross Unrealized Gains | 13,681 | 11,346 | |
Gross Unrealized Losses | (64,067) | (3,161) | |
Fair Value | 449,174 | 514,214 | |
Merchandise Trusts | West Virginia Trust Receivable | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 9,506 | 9,651 | |
Gross Unrealized Losses | (915) | ||
Fair Value | 8,591 | 9,651 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 515,680 | 497,282 | |
Gross Unrealized Gains | 11,346 | 2,118 | |
Gross Unrealized Losses | (3,161) | (11,152) | |
Fair Value | 523,865 | 488,248 | |
Cost, Assets held for sale | (21,778) | (6,369) | |
Gross Unrealized Gains, Assets held for sale | (425) | (304) | |
Gross Unrealized Losses,Assets held for sale | 2,076 | ||
Fair Value, Assets held for sale | (20,127) | (6,673) | |
Cost, Excluding assets held for sale | 487,288 | 509,311 | |
Gross Unrealized Gains, Excluding assets held for sale | 13,256 | 11,042 | |
Gross Unrealized Losses, Excluding assets held for sale | (62,906) | (3,161) | |
Fair Value, Excluding assets held for sale | 437,638 | 517,192 | |
Cost, Assets held for sale | (21,778) | (6,369) | |
Gross Unrealized Gains, Assets held for sale | (425) | (304) | |
Gross Unrealized Losses,Assets held for sale | 2,076 | ||
Fair Value, Assets held for sale | (20,127) | (6,673) | |
Cost, Excluding assets held for sale | 487,288 | 509,311 | |
Gross Unrealized Gains, Excluding assets held for sale | 13,256 | 11,042 | |
Gross Unrealized Losses, Excluding assets held for sale | (62,906) | (3,161) | |
Fair Value, Excluding assets held for sale | $ 437,638 | 517,192 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Short-term investments | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 144,610 | 16,903 | |
Fair Value | 144,610 | 16,903 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Fixed maturities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 1,239 | 1,703 | |
Gross Unrealized Gains | 20 | 29 | |
Gross Unrealized Losses | (198) | (475) | |
Fair Value | 1,061 | 1,257 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Fixed maturities | U.S. governmental securities | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 456 | 392 | |
Gross Unrealized Gains | 6 | ||
Gross Unrealized Losses | (65) | (147) | |
Fair Value | 397 | 245 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Fixed maturities | Corporate debt securities | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 783 | 1,311 | |
Gross Unrealized Gains | 14 | 29 | |
Gross Unrealized Losses | (133) | (328) | |
Fair Value | 664 | 1,012 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Mutual funds - debt securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 67,801 | 187,840 | |
Gross Unrealized Gains | 1,857 | 262 | |
Gross Unrealized Losses | (6) | (2,645) | |
Fair Value | 69,652 | 185,457 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Mutual funds - equity securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 46,609 | 45,023 | |
Gross Unrealized Gains | 1,744 | 110 | |
Gross Unrealized Losses | (18) | ||
Fair Value | 48,353 | 45,115 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Other investment funds | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 213,024 | 210,655 | |
Gross Unrealized Gains | 6,366 | 388 | |
Gross Unrealized Losses | (2,953) | (7,784) | |
Fair Value | 216,437 | 203,259 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Equity securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 24,386 | 18,097 | |
Gross Unrealized Gains | 1,327 | 1,327 | |
Gross Unrealized Losses | (4) | (213) | |
Fair Value | 25,709 | 19,211 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Other invested assets | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 8,360 | 8,398 | |
Gross Unrealized Gains | 32 | 2 | |
Gross Unrealized Losses | (17) | ||
Fair Value | 8,392 | 8,383 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | Total Investments | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 506,029 | 488,619 | |
Gross Unrealized Gains | 11,346 | 2,118 | |
Gross Unrealized Losses | (3,161) | (11,152) | |
Fair Value | 514,214 | 479,585 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | West Virginia Trust Receivable | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 9,651 | 8,663 | |
Fair Value | $ 9,651 | $ 8,663 |
MERCHANDISE TRUSTS - Cost and_2
MERCHANDISE TRUSTS - Cost and Market Value Associated with Assets Held in Merchandise Trusts (Parenthetical) (Detail) - Merchandise Trusts | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)Extension | Dec. 31, 2019USD ($)Extension | Dec. 31, 2018USD ($)Extension | |
Variable Interest Entity, Primary Beneficiary | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Number of potential lockup period extensions | Extension | 3 | 3,000,000 | |
Lockup extension period | 1 year | 1 year | |
Unfunded commitments to private credit funds, callable at any time | $ | $ 57,300,000 | $ 71 | |
Minimum | Variable Interest Entity, Primary Beneficiary | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Private credit funds, lockup periods | 1 year | 2 years | |
Fixed income funds and equity funds, redemption period | 1 day | 1 day | |
Maximum | Variable Interest Entity, Primary Beneficiary | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Private credit funds, lockup periods | 6 years | 7 years | |
Fixed income funds and equity funds, redemption period | 30 days | 30 days | |
Variable Interest Entity, Primary Beneficiary | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Number of potential lockup period extensions | Extension | 3 | 3 | |
Lockup extension period | 1 year | 1 year | |
Unfunded commitments to private credit funds, callable at any time | $ | $ 49,300,000 | $ 57,300,000 | |
Variable Interest Entity, Primary Beneficiary | Minimum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Private credit funds, lockup periods | 1 year | 1 year | |
Fixed income funds and equity funds, redemption period | 1 day | 1 day | |
Variable Interest Entity, Primary Beneficiary | Maximum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Private credit funds, lockup periods | 6 years | 6 years | |
Fixed income funds and equity funds, redemption period | 30 days | 30 days |
MERCHANDISE TRUSTS - Contractua
MERCHANDISE TRUSTS - Contractual Maturities of Debt Securities Held in Merchandise Trusts (Detail) - Variable Interest Entity, Primary Beneficiary - Merchandise Trusts - Fixed maturities - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | $ 199 | $ 213 | $ 68 |
1 year through 5 years | 4,051 | 624 | 1,010 |
6 years through 10 years | 2,215 | 209 | 163 |
More than 10 years | 13 | 13 | 16 |
U.S. governmental securities | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 112 | 112 | |
1 year through 5 years | 81 | 78 | 137 |
6 years through 10 years | 208 | 193 | 108 |
More than 10 years | 13 | 13 | |
Corporate debt securities | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 87 | 101 | 68 |
1 year through 5 years | 3,970 | 546 | 873 |
6 years through 10 years | $ 2,007 | $ 16 | 55 |
More than 10 years | $ 16 |
MERCHANDISE TRUSTS - Aging of U
MERCHANDISE TRUSTS - Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Merchandise Trusts (Detail) - Merchandise Trusts - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | $ 128,574 | $ 55,314 | $ 216,168 |
12 months Fair Value | 1,664 | 821 | 3,374 |
Total Fair Value | 130,238 | 56,135 | 219,542 |
Less than 12 months Unrealized Losses | 62,011 | 2,993 | 9,819 |
12 Months or more Unrealized Losses | 2,056 | 168 | 1,333 |
Total Unrealized Losses | 64,067 | 3,161 | 11,152 |
Fixed maturities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 5,847 | 288 | 103 |
12 months Fair Value | 759 | 821 | 792 |
Total Fair Value | 6,606 | 1,109 | 895 |
Less than 12 months Unrealized Losses | 110 | 30 | 2 |
12 Months or more Unrealized Losses | 206 | 168 | 473 |
Total Unrealized Losses | 316 | 198 | 475 |
Mutual funds - debt securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 19,756 | 241 | 46,005 |
12 months Fair Value | 1,195 | ||
Total Fair Value | 19,756 | 241 | 47,200 |
Less than 12 months Unrealized Losses | 2,064 | 6 | 2,011 |
12 Months or more Unrealized Losses | 400 | 634 | |
Total Unrealized Losses | 2,464 | 6 | 2,645 |
Mutual funds - equity securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 18,857 | 131 | |
Total Fair Value | 18,857 | 131 | |
Less than 12 months Unrealized Losses | 23,880 | 18 | |
12 Months or more Unrealized Losses | 1,356 | ||
Total Unrealized Losses | 25,236 | 18 | |
Other investment funds | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 59,261 | 54,782 | 169,929 |
Total Fair Value | 59,261 | 54,782 | 169,929 |
Less than 12 months Unrealized Losses | 15,626 | 2,953 | 7,784 |
Total Unrealized Losses | 15,626 | 2,953 | 7,784 |
Equity securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 24,853 | 3 | |
12 months Fair Value | 597 | ||
Total Fair Value | 24,853 | 3 | 597 |
Less than 12 months Unrealized Losses | 20,331 | 4 | |
12 Months or more Unrealized Losses | 213 | ||
Total Unrealized Losses | 20,331 | 4 | 213 |
Other invested assets | |||
Investments, Unrealized Loss Position [Line Items] | |||
12 months Fair Value | 905 | 790 | |
Total Fair Value | 905 | 790 | |
Less than 12 months Unrealized Losses | 4 | ||
12 Months or more Unrealized Losses | 94 | 13 | |
Total Unrealized Losses | 94 | 17 | |
U.S. governmental securities | Fixed maturities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 90 | ||
12 months Fair Value | 302 | 397 | 243 |
Total Fair Value | 302 | 487 | 243 |
Less than 12 months Unrealized Losses | 1 | ||
12 Months or more Unrealized Losses | 82 | 64 | 147 |
Total Unrealized Losses | 82 | 65 | 147 |
Corporate debt securities | Fixed maturities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 5,847 | 198 | 103 |
12 months Fair Value | 457 | 424 | 549 |
Total Fair Value | 6,304 | 622 | 652 |
Less than 12 months Unrealized Losses | 110 | 29 | 2 |
12 Months or more Unrealized Losses | 124 | 104 | 326 |
Total Unrealized Losses | $ 234 | $ 133 | $ 328 |
PERPETUAL CARE TRUSTS - Reconci
PERPETUAL CARE TRUSTS - Reconciliation of Perpetual Care Trust Activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | ||||
Balance-beginning of period | $ 343,619 | $ 330,562 | $ 330,562 | |
Less: Assets held for sale | (77,850) | (23,858) | $ (757) | |
Balance-end of period | 284,832 | 343,619 | 330,562 | |
Variable Interest Entity, Primary Beneficiary | Perpetual care trusts | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Balance-beginning of period | 343,619 | 330,562 | 330,562 | 339,928 |
Contributions | 1,952 | 1,983 | 7,575 | 13,162 |
Distributions | (6,294) | (4,403) | (20,598) | (18,390) |
Interest and dividends | 6,624 | 5,148 | 20,201 | 22,198 |
Capital gain distributions | 99 | 114 | 2,112 | 808 |
Realized gains and losses, net | 163 | 977 | 3,121 | 473 |
Other than temporary impairment | (713) | (3,941) | (18,038) | |
Taxes | (37) | 4 | (547) | (237) |
Fees | (913) | (704) | (3,176) | (4,412) |
Unrealized change in fair value | (38,464) | 11,857 | 10,780 | (4,930) |
Total | 306,749 | 344,825 | 346,089 | 330,562 |
Less: Assets held for sale | (21,917) | (2,470) | ||
Balance-end of period | $ 284,832 | $ 344,825 | $ 343,619 | $ 330,562 |
PERPETUAL CARE TRUSTS - Additio
PERPETUAL CARE TRUSTS - Additional Information (Detail) - Variable Interest Entity, Primary Beneficiary - Perpetual care trusts Security in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)Security | Dec. 31, 2018USD ($)Security | |
Schedule Of Available For Sale Securities [Line Items] | ||||
Purchases of available for sale securities | $ 5.4 | $ 35.3 | $ 46.4 | $ 59.4 |
Sales, maturities and paydowns of available for sale securities | $ 4.4 | 31.9 | 29 | 51.1 |
Other Than Temporarily Impaired Securities | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Trust assets, cost | 29.2 | 85.7 | 181.4 | |
Trust assets, fair value | 28.5 | 81.8 | 163.3 | |
Other than temporary impairments loss | $ 0.7 | $ 3.9 | $ 18.1 | |
Number of securities that incurred other than temporary impairment losses | 66 | 79 | 176 |
PERPETUAL CARE TRUSTS - Cost an
PERPETUAL CARE TRUSTS - Cost and Market Value Associated with Assets Held in Perpetual Care Trusts (Detail) - Variable Interest Entity, Primary Beneficiary - Perpetual care trusts - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule Of Available For Sale Securities [Line Items] | |||
Cost, Assets held for sale | $ (24,002) | $ (2,416) | |
Gross Unrealized Gains, Assets held for sale | (101) | (54) | |
Gross Unrealized Losses,Assets held for sale | 2,186 | ||
Fair Value, Assets held for sale | (21,917) | (2,470) | |
Cost, Excluding assets held for sale | 312,078 | 334,486 | |
Gross Unrealized Gains, Excluding assets held for sale | 13,196 | 14,915 | |
Gross Unrealized Losses, Excluding assets held for sale | (40,442) | (5,782) | |
Fair Value, Excluding assets held for sale | 284,832 | 343,619 | |
Short-term investments | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 32,403 | 50,358 | $ 12,835 |
Fair Value | 32,403 | 50,358 | 12,835 |
Fixed maturities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 3,823 | 3,089 | 5,843 |
Gross Unrealized Gains | 109 | 54 | 165 |
Gross Unrealized Losses | (235) | (194) | (442) |
Fair Value | 3,697 | 2,949 | 5,566 |
Fixed maturities | Level 2 | U.S. governmental securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 1,072 | 1,069 | 960 |
Gross Unrealized Gains | 90 | 32 | 4 |
Gross Unrealized Losses | (58) | (52) | (121) |
Fair Value | 1,104 | 1,049 | 843 |
Fixed maturities | Level 2 | Corporate debt securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 2,751 | 2,020 | 4,883 |
Gross Unrealized Gains | 19 | 22 | 161 |
Gross Unrealized Losses | (177) | (142) | (321) |
Fair Value | 2,593 | 1,900 | 4,723 |
Mutual funds - debt securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 17,631 | 49,963 | 108,451 |
Gross Unrealized Gains | 58 | 1,439 | 227 |
Gross Unrealized Losses | (1,178) | (38) | (837) |
Fair Value | 16,511 | 51,364 | 107,841 |
Mutual funds - equity securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 16,964 | 16,698 | 19,660 |
Gross Unrealized Gains | 605 | 1,617 | 304 |
Gross Unrealized Losses | (6,724) | (66) | (142) |
Fair Value | 10,845 | 18,249 | 19,822 |
Other investment funds | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 230,401 | 186,355 | 165,284 |
Gross Unrealized Gains | 12,474 | 10,526 | 3,039 |
Gross Unrealized Losses | (16,219) | (5,472) | (4,607) |
Fair Value | 226,656 | 191,409 | 163,716 |
Equity securities | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 35,467 | 30,423 | 20,025 |
Gross Unrealized Gains | 51 | 1,333 | 826 |
Gross Unrealized Losses | (18,272) | (12) | (145) |
Fair Value | 17,246 | 31,744 | 20,706 |
Other invested assets | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | (609) | 16 | 56 |
Gross Unrealized Gains | 20 | ||
Fair Value | (609) | 16 | 76 |
Total Investments | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 336,080 | 336,902 | 332,154 |
Gross Unrealized Gains | 13,297 | 14,969 | 4,581 |
Gross Unrealized Losses | (42,628) | (5,782) | (6,173) |
Fair Value | $ 306,749 | $ 346,089 | $ 330,562 |
PERPETUAL CARE TRUSTS - Cost _2
PERPETUAL CARE TRUSTS - Cost and Market Value Associated with Assets Held in Perpetual Care Trusts (Parenthetical) (Detail) - Variable Interest Entity, Primary Beneficiary - Perpetual care trusts $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)Extension | Dec. 31, 2019USD ($)Extension | Dec. 31, 2018USD ($)Extension | |
Schedule Of Available For Sale Securities [Line Items] | |||
Number of potential lockup period extensions | Extension | 3 | 3 | 3 |
Lockup extension period | 1 year | 1 year | 1 year |
Unfunded commitments to private credit funds, callable at any time | $ | $ 56.4 | $ 62.4 | $ 94.5 |
Minimum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Private credit funds, lockup periods | 1 year | 1 year | 4 years |
Fixed income funds and equity funds, redemption period | 1 day | 1 day | 1 day |
Maximum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Private credit funds, lockup periods | 7 years | 7 years | 8 years |
Fixed income funds and equity funds, redemption period | 30 days | 30 days | 30 days |
PERPETUAL CARE TRUSTS - Contrac
PERPETUAL CARE TRUSTS - Contractual Maturities of Debt Securities Held in Perpetual Care Trusts (Detail) - Perpetual care trusts - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | $ 299 | $ 354 | $ 705 |
1 year through 5 years | 2,186 | 1,714 | 4,118 |
6 years through 10 years | 1,142 | 768 | 660 |
More than 10 years | 70 | 114 | 83 |
U.S. governmental securities | Fixed maturities | Variable Interest Entity, Primary Beneficiary | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 85 | 60 | |
1 year through 5 years | 168 | 192 | 416 |
6 years through 10 years | 780 | 684 | 395 |
More than 10 years | 70 | 114 | 32 |
Corporate debt securities | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 294 | ||
1 year through 5 years | 1,522 | ||
6 years through 10 years | 84 | ||
Corporate debt securities | Fixed maturities | Variable Interest Entity, Primary Beneficiary | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 214 | 294 | 705 |
1 year through 5 years | 2,018 | 1,522 | 3,702 |
6 years through 10 years | $ 362 | $ 84 | 265 |
More than 10 years | $ 51 |
PERPETUAL CARE TRUSTS - Aging o
PERPETUAL CARE TRUSTS - Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Perpetual Care Trusts (Detail) - Perpetual care trusts - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | $ 97,459 | $ 57,723 | $ 125,431 |
12 months o Fair Value | 2,871 | 2,829 | 7,089 |
Tot Fair Value | 100,330 | 60,552 | 132,520 |
Less than 12 months Unrealized Losses | 42,081 | 5,638 | 5,370 |
12 Months or more Unrealized Losses | 547 | 144 | 803 |
Total Unrealized Losses | 42,628 | 5,782 | 6,173 |
Fixed maturities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 1,759 | 754 | 405 |
12 months o Fair Value | 2,831 | 2,829 | 3,692 |
Tot Fair Value | 4,590 | 3,583 | 4,097 |
Less than 12 months Unrealized Losses | 70 | 50 | 15 |
12 Months or more Unrealized Losses | 165 | 144 | 427 |
Total Unrealized Losses | 235 | 194 | 442 |
Mutual funds - debt securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 12,800 | 2,856 | 21,867 |
12 months o Fair Value | 19 | 2,814 | |
Tot Fair Value | 12,819 | 2,856 | 24,681 |
Less than 12 months Unrealized Losses | 1,016 | 38 | 591 |
12 Months or more Unrealized Losses | 162 | 246 | |
Total Unrealized Losses | 1,178 | 38 | 837 |
Mutual funds - equity securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 7,476 | 566 | 1,382 |
12 months o Fair Value | 7 | ||
Tot Fair Value | 7,483 | 566 | 1,382 |
Less than 12 months Unrealized Losses | 6,517 | 66 | 141 |
12 Months or more Unrealized Losses | 207 | 1 | |
Total Unrealized Losses | 6,724 | 66 | 142 |
Other investment funds | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 58,418 | 53,426 | 101,536 |
Tot Fair Value | 58,418 | 53,426 | 101,536 |
Less than 12 months Unrealized Losses | 16,219 | 5,472 | 4,607 |
Total Unrealized Losses | 16,219 | 5,472 | 4,607 |
Equity securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 17,006 | 121 | 241 |
12 months o Fair Value | 5 | 583 | |
Tot Fair Value | 17,011 | 121 | 824 |
Less than 12 months Unrealized Losses | 18,259 | 12 | 16 |
12 Months or more Unrealized Losses | 13 | 129 | |
Total Unrealized Losses | 18,272 | 12 | 145 |
Other invested assets | |||
Investments, Unrealized Loss Position [Line Items] | |||
12 months o Fair Value | 9 | ||
Tot Fair Value | 9 | ||
U.S. governmental securities | Fixed maturities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 291 | ||
12 months o Fair Value | 1,002 | 942 | 790 |
Tot Fair Value | 1,002 | 1,233 | 790 |
Less than 12 months Unrealized Losses | 4 | ||
12 Months or more Unrealized Losses | 58 | 48 | 121 |
Total Unrealized Losses | 58 | 52 | 121 |
Corporate debt securities | Fixed maturities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 Fair Value | 1,759 | 463 | 405 |
12 months o Fair Value | 1,829 | 1,887 | 2,902 |
Tot Fair Value | 3,588 | 2,350 | 3,307 |
Less than 12 months Unrealized Losses | 70 | 46 | 15 |
12 Months or more Unrealized Losses | 107 | 96 | 306 |
Total Unrealized Losses | $ 177 | $ 142 | $ 321 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill impairment charge | $ 24,862 | |
Amortization of Intangible Assets | 1,400 | $ 1,800 |
Underlying contract value | ||
Decrease in carrying amount of underlying contract value | 2,700 | |
ASC 842 | ||
Reclassification from other Intangible assets to other assets for below market lease intangibles | $ 1,100 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Changes in Carrying Amounts of Goodwill as well as Allocation of Goodwill to Reporting Units (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 24,862 | $ 24,862 |
Impairment of goodwill | $ (24,862) | |
Activity | 0 | |
Goodwill, Ending Balance | $ 24,862 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 63,026 | $ 70,427 | |
Accumulated Amortization | (6,780) | (9,006) | |
Net Intangible Assets | $ 55,942 | 56,246 | 61,421 |
Lease and management agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 59,758 | 59,758 | |
Accumulated Amortization | (5,561) | (4,565) | |
Net Intangible Assets | 54,197 | 55,193 | |
Underlying contract value | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,593 | 6,239 | |
Accumulated Amortization | (681) | (1,482) | |
Net Intangible Assets | 1,912 | 4,757 | |
Non-compete agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 406 | 2,853 | |
Accumulated Amortization | (341) | (2,603) | |
Net Intangible Assets | 65 | 250 | |
Other intangible assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 269 | 1,577 | |
Accumulated Amortization | (197) | (356) | |
Net Intangible Assets | $ 72 | $ 1,221 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Estimated Amortization Expense Related to Intangible Assets with Finite Lives (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 1,142 |
2021 | 1,077 |
2022 | 1,074 |
2023 | 1,071 |
2024 | $ 1,071 |
LONG-TERM DEBT - Outstanding De
LONG-TERM DEBT - Outstanding Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Less deferred financing costs, net of accumulated amortization | $ (12,348) | $ (12,856) | $ (9,692) |
Total debt | 343,582 | 368,337 | 321,046 |
Less current maturities | (2,139) | (374) | (798) |
Total long-term debt | 341,443 | 367,963 | 320,248 |
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 353,648 | 380,619 | |
Senior Notes | 7.875% notes, due 2021 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 173,613 | ||
Credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 155,739 | ||
Notes Payable, other Payables | Acquisitions Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 92 | ||
Insurance and vehicle financing | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 2,282 | $ 574 | $ 1,294 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Detail) - USD ($) | Jun. 27, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Line Items] | |||||||||
Long term debt, outstanding | $ 343,582,000 | $ 368,337,000 | $ 368,337,000 | $ 368,337,000 | $ 321,046,000 | ||||
Write off unamortized deferred financing fees | 6,900,000 | ||||||||
Amortization of deferred financing fees | 700,000 | $ 1,500,000 | $ 7,300,000 | $ 3,200,000 | |||||
Notes Registration Rights Agreement [Member] | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument additional interest accrue percentage | 0.25% | ||||||||
Debt instrument default to be charged for period | 0.25% | ||||||||
Notes Registration Rights Agreement [Member] | Maximum | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument additional interest accrue percentage | 1.00% | ||||||||
7.875% notes, due 2021 | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, interest rate | 7.875% | 7.875% | 7.875% | ||||||
Long term debt, outstanding | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | ||||||
Tranche B Revolving Credit Facility | |||||||||
Debt Disclosure [Line Items] | |||||||||
Long-term debt, debt issuance costs | $ 3,100,000 | ||||||||
9.875% notes, due 2024 | Private Placement | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, interest rate | 9.875% | ||||||||
11.500% notes, due 2024 | Private Placement | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, interest rate | 11.50% | ||||||||
Senior Secured Notes | |||||||||
Debt Disclosure [Line Items] | |||||||||
Interest payable, Description | Interest is payable quarterly in arrears on the 30th day of each March, June, September and December, commencing September 30, 2019. | ||||||||
Maturity date | Jun. 30, 2024 | ||||||||
Interest payable option, Description | The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. | ||||||||
Applicable interest rate on united states treasury securities | 0.50% | ||||||||
Redemptions from asset dispositions | $ 55,000,000 | ||||||||
Percentage of principal amount of debt redeemed | 2.00% | ||||||||
Percentage of excess cash flow | 75.00% | ||||||||
Debt covenant, aggregate amount of capital expenditures | $ 20,000,000 | ||||||||
Debt covenant, unrestricted cash and unrestricted permitted investments | $ 12,500,000 | $ 15,000,000 | $ 20,000,000 | ||||||
Debt covenant, consolidated asset coverage ratio | 1.60% | 1.60% | 1.60% | ||||||
Uncured period | 15 days | 15 days | |||||||
Covenant compliance, percentage | 25.00% | 25.00% | |||||||
Percentage of consolidated revenue | 15.00% | ||||||||
Debt instrument, revenue covenant | $ 30,000,000 | ||||||||
Revenue - cure period | 30 days | ||||||||
Interest rate increase percentage | 13.50% | 13.50% | |||||||
Redemption of senior secured notes | $ 32,200,000 | ||||||||
Senior Secured Notes | Redeemed Before June 27, 2021 | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument redemption price percentage | 4.00% | ||||||||
Senior Secured Notes | Redemption Date Through June 27, 2021 | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument redemption price percentage | 11.50% | ||||||||
Senior Secured Notes | Redeemed On Or After June 27, 2021 and Before June 27, 2022 | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument redemption price percentage | 4.00% | ||||||||
Senior Secured Notes | Redeemed On Or After June 27, 2022 and Before June 27, 2023 | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument redemption price percentage | 2.00% | ||||||||
Senior Secured Notes | Redeemed On Or After June 27, 2023 | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt premium percentage | 0.00% | ||||||||
Senior Secured Notes | Maximum | |||||||||
Debt Disclosure [Line Items] | |||||||||
Unpermitted operating cash flow amount | $ 20,000,000 | ||||||||
Senior Secured Notes | Minimum | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, acceleration of or failure to pay | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||
Senior Secured Notes | Redeemed Before June 27, 2021 | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, interest rate | 9.875% | ||||||||
Senior Secured Notes | Option Through January 30, 2022 - In Cash | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, interest rate | 7.50% | 7.50% | 7.50% | 7.50% | 7.50% | ||||
Senior Secured Notes | Option Through January 30, 2022 - Payable in Kind | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, interest rate | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | ||||
Senior Secured Notes | Scenario, Forecast | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt covenant, unrestricted cash and unrestricted permitted investments | $ 12,500,000 | $ 12,500,000 | |||||||
Senior Secured Notes | Private Placement | |||||||||
Debt Disclosure [Line Items] | |||||||||
Long-term debt, principal amount | $ 385,000,000 | ||||||||
Gross proceeds from the sale of the senior secured notes | 371,500,000 | ||||||||
Long-term debt, debt issuance costs | $ 7,000,000 | ||||||||
Senior Secured Notes | |||||||||
Debt Disclosure [Line Items] | |||||||||
Long-term debt, debt issuance costs | $ 14,300,000 |
LONG-TERM DEBT - Schedule of Co
LONG-TERM DEBT - Schedule of Consolidated Interest Coverage Ratio (Detail) - Senior Secured Notes | Mar. 31, 2020 | Dec. 31, 2019 |
March 31, 2020 | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 0.40 | 0.40 |
June 30, 2020 | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 0.75 | 0.75 |
September 30, 2020 | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1 | 1 |
December 31, 2020 | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.15 | |
December 31, 2020 | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.15 | 1.15 |
March 31, 2021 | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.25 | |
March 31, 2021 | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.25 | 1.25 |
June 30, 2021 | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.30 | |
June 30, 2021 | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.30 | 1.30 |
September 30, 2021 | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.35 | 1.35 |
December 31, 2021 | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.45 | 1.45 |
March 31, 2022 and each quarter end thereafter | Maximum | ||
Debt Instrument [Line Items] | ||
Consolidated interest coverage ratio | 1.50 | 1.50 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED UNITS AND PARTNERS' DEFICIT - Additional Information (Detail) | Apr. 01, 2020USD ($)$ / shares | Oct. 25, 2019USD ($)$ / sharesshares | Jun. 27, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | May 05, 2020shares | Apr. 03, 2020USD ($)shares | Mar. 31, 2020$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Temporary Equity [Line Items] | ||||||||
Shares of common unit sold | $ | $ 12,500,000 | |||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||
Common stock, shares issued | 94,447,356 | 94,477,102 | 94,447,000 | |||||
Common stock, shares outstanding | 94,447,356 | 94,477,102 | 94,447,000 | |||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Common Stock available for issuance | 105,552,644 | 105,522,898 | ||||||
Preferred Stock available for issuance | 10,000,000 | 10,000,000 | ||||||
Number of votes entitled to stockholders per share | Vote | 1 | |||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Subsequent Event | ||||||||
Temporary Equity [Line Items] | ||||||||
Common Stock available for issuance | 1,375,000 | |||||||
Rights Offering | Preferred Units | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred unit, shares redemption | 3,039,380 | |||||||
Rights offering expired date | Oct. 25, 2019 | |||||||
Preferred unit, redemption price per share | $ / shares | $ 1.20 | |||||||
2019 Stock-Based Incentive Compensation Plan | ||||||||
Temporary Equity [Line Items] | ||||||||
Common Stock available for issuance | 986,552 | |||||||
Series A Redeemable Convertible Preferred Unit | ||||||||
Temporary Equity [Line Items] | ||||||||
Conversion of stock, description | On December 31, 2019, in connection with the consummation of the C-CorporationConversion, all of the remaining outstanding Preferred Units were converted into common shares of the Company at a conversion rate of one share of common stock for each Preferred Unit. | |||||||
Series A Purchase Agreement | Rights Offering | ||||||||
Temporary Equity [Line Items] | ||||||||
Rights offering expired date | Oct. 25, 2019 | |||||||
Series A Purchase Agreement | Rights Offering | Common Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares of common unit sold, shares | 3,039,380 | |||||||
Shares of common unit sold | $ | $ 3,600,000 | |||||||
Series A Purchase Agreement | Rights Offering | Preferred Units | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred unit, shares redemption | 3,039,380 | |||||||
Preferred unit, redemption price per share | $ / shares | $ 1.20 | |||||||
Series A Purchase Agreement | Series A Redeemable Convertible Preferred Unit | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred units, sold | 52,083,333 | |||||||
Contractual conversion price, per share | $ / shares | $ 1.1040 | |||||||
Preferred unit, liquidation preference discount percentage | 8.00% | |||||||
Preferred unit, aggregate purchase price | $ | $ 57,500,000 | |||||||
Supplemental Indenture | Rights Offering | ||||||||
Temporary Equity [Line Items] | ||||||||
Rights offering expiration date | Jul. 24, 2020 | |||||||
Supplemental Indenture | Rights Offering | Subsequent Event | Axar | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares of common unit sold | $ | $ 17,000,000 | |||||||
Supplemental Indenture | Rights Offering | Subsequent Event | Maximum | Axar | ||||||||
Temporary Equity [Line Items] | ||||||||
Proceeds from sale of shares | $ | $ 8,200,000 | |||||||
Supplemental Indenture | Rights Offering | Common Stock | Subsequent Event | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares of common unit, price per share | $ / shares | $ 0.73 | |||||||
Supplemental Indenture | Rights Offering | Common Stock | Subsequent Event | Minimum | ||||||||
Temporary Equity [Line Items] | ||||||||
Shares of common unit sold | $ | $ 17,000,000 | |||||||
Supplemental Indenture | Series A Preferred Units | Rights Offering | Subsequent Event | Axar | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred unit, aggregate purchase price | $ | 8,800,000 | |||||||
Axar Commitment Agreement | Series A Preferred Units | Subsequent Event | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred unit, aggregate purchase price | $ | $ 8,800,000 | |||||||
2020 Preferred Purchase Agreement | Series A Preferred Units | Subsequent Event | Axar | ||||||||
Temporary Equity [Line Items] | ||||||||
Preferred units, sold | 176 | |||||||
Preferred unit, aggregate purchase price | $ | $ 8,800,000 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
Income tax benefit | $ 1,288 | $ 28,204 | $ (1,797) |
Alternative minimum tax credit carry forwards | $ 100 | ||
Minimum | |||
Income Taxes [Line Items] | |||
Deferred tax liabilities reverse over lives period | 100 years | ||
Maximum | |||
Income Taxes [Line Items] | |||
Deferred tax liabilities reverse over lives period | 300 years | ||
Federal | |||
Income Taxes [Line Items] | |||
Income tax benefit | $ 7,500 | ||
Net operating loss carryforwards | 423,000 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 542,000 |
INCOME TAXES - Income Tax (Expe
INCOME TAXES - Income Tax (Expense) Benefit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current provision: | |||
State | $ (73) | $ (693) | |
Federal | 0 | 0 | |
Foreign | (187) | (101) | |
Total | (260) | (794) | |
Deferred provision: | |||
State | (6,704) | (23) | |
Federal | (21,210) | 2,725 | |
Foreign | (30) | (111) | |
Total | (27,944) | 2,591 | |
Total income tax (expense) benefit | $ (1,288) | $ (28,204) | $ 1,797 |
INCOME TAXES - Summary of Recon
INCOME TAXES - Summary of Reconciliation of Federal Statutory Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Computed tax provision (benefit) at the applicable statutory tax rate | 21.00% | 21.00% |
State and local taxes net of federal income tax benefit | (4.50%) | (1.10%) |
Tax exempt (income) loss | (1.20%) | (1.50%) |
Change in current year valuation allowance | (8.00%) | (18.30%) |
Company's earnings not subject to tax | (0.20%) | 2.00% |
Changes in tax due to Tax Act and ASC 606 retroactive impact | 0.50% | |
Change in tax status | (27.20%) | |
Permanent differences | (2.70%) | (0.10%) |
Other | 0.00% | 0.00% |
Effective tax rate | (22.80%) | 2.50% |
INCOME TAXES - Significant Comp
INCOME TAXES - Significant Components of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Prepaid expenses | $ 13,010 | $ 5,102 |
State net operating loss | 26,121 | 24,162 |
Federal net operating loss | 88,818 | 84,017 |
Foreign net operating loss | 8,656 | 2,106 |
Other | 55 | 55 |
Valuation allowance | (103,336) | (89,066) |
Total deferred tax assets | 33,324 | 26,376 |
Deferred tax liabilities: | ||
Property, plant and equipment | 28,399 | 2,119 |
Deferred revenue related to future revenues and accounts receivable | 33,582 | 25,021 |
Deferred revenue related to cemetery property | 5,875 | 5,825 |
Total deferred tax liabilities | 67,856 | 32,965 |
Net deferred tax liabilities | $ 34,532 | $ 6,589 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 81 | $ 86 |
Noncurrent assets | 81 | 86 |
Deferred tax assets | 33,243 | 26,290 |
Deferred tax liabilities | 67,856 | 32,965 |
Noncurrent liabilities | 34,613 | 6,675 |
Net deferred tax liabilities | $ 34,532 | $ 6,589 |
DEFERRED REVENUES AND COSTS - A
DEFERRED REVENUES AND COSTS - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue, practical expedient, incremental cost of obtaining contract [true false] | false | false | ||
Customer contract liabilities, revenue recognized | $ 19.9 | $ 22.6 | $ 64.1 | $ 58.7 |
DEFERRED REVENUES AND COSTS - S
DEFERRED REVENUES AND COSTS - Schedule of Deferred Revenue and Other Costs (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | |||
Deferred contract revenues | $ 819,147 | $ 837,190 | $ 835,922 |
Deferred merchandise trust revenue | 97,910 | 104,304 | 92,718 |
Deferred merchandise trust unrealized gains (losses) | (49,650) | 7,881 | (9,034) |
Deferred revenues | 867,407 | 949,375 | 919,606 |
Deferred selling and obtaining costs | $ 113,611 | $ 114,944 | $ 113,644 |
DEFERRED REVENUES AND COSTS -_2
DEFERRED REVENUES AND COSTS - Schedule of Customer Contract Liabilities, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | |||
Customer contract liabilities, gross | $ 889,868 | $ 974,927 | $ 943,028 |
Amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts | (22,461) | (25,552) | (23,422) |
Customer contract liabilities, net | $ 867,407 | $ 949,375 | $ 919,606 |
DEFERRED REVENUES AND COSTS - R
DEFERRED REVENUES AND COSTS - Revenue, Remaining Performance Obligation (Detail) | Mar. 31, 2020 | Dec. 31, 2019 |
First 4-5 years | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, percentage | 55.00% | 55.00% |
Within 18 years | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, percentage | 80.00% | 80.00% |
OWNERS' EQUITY - Additional Inf
OWNERS' EQUITY - Additional Information (Detail) | Dec. 18, 2019Installment$ / sharesshares | Jun. 27, 2019USD ($)shares | Apr. 15, 2019Installmentshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Mar. 27, 2019shares |
Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting commencing date | Jul. 15, 2019 | |||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||||
Share-based compensation arrangement by share-based payment award,vesting period grant date | 3 months | |||||||
Share-based Compensation, remaining weighted average period | 2 years 8 months 12 days | 3 years | ||||||
Unrecognized compensation cost related to unvested stock options | $ | $ 1,600,000 | $ 1,900,000 | ||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||
Common stock, shares issued | 94,477,102 | 94,447,356 | 94,447,000 | |||||
Common stock, shares outstanding | 94,477,102 | 94,447,356 | 94,447,000 | |||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Common Stock available for issuance | 105,522,898 | 105,552,644 | ||||||
Preferred Stock available for issuance | 10,000,000 | 10,000,000 | ||||||
Threshold Performance Condition, For Year 2019 | ||||||||
Equity [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Target Performance Condition, For Year 2020 | ||||||||
Equity [Line Items] | ||||||||
Vesting percentage | 50.00% | |||||||
Maximum Performance Condition, For Year 2021 | ||||||||
Equity [Line Items] | ||||||||
Vesting percentage | 100.00% | |||||||
Phantom Units Subject To Time Based Vesting | ||||||||
Equity [Line Items] | ||||||||
Number of equal annual installments | Installment | 3 | |||||||
Share-based compensation arrangement by share-based payment award, award vesting commencing date | Apr. 3, 2020 | |||||||
Restricted units | Officer [Member] | ||||||||
Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 275,000 | |||||||
Phantom and Restricted Units | ||||||||
Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 975,142 | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 1,351,493 | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, settled in period | 376,351 | |||||||
Non-cash stock compensation expense | $ | $ 2,200,000 | |||||||
Phantom Unit And Restricted Unit Awards | ||||||||
Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 18,518 | 1,381,572 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 46,875 | 1,819,131 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, settled in period | 32,861 | |||||||
Non-cash stock compensation expense | $ | $ 200,000 | $ 300,000 | $ 3,600,000 | $ 2,400,000 | ||||
Unamortised compensation cost related to unvested restricted stock awards | $ | $ 1,600,000 | $ 500,000 | ||||||
Share-based Compensation, remaining weighted average period | 2 years 3 months | 2 years 9 months | ||||||
Non-qualified Stock Options | ||||||||
Equity [Line Items] | ||||||||
Non-cash stock compensation expense | $ | $ 200,000 | $ 0 | $ 0 | |||||
Share-based compensation, options granted | 5,500,000 | |||||||
Non-qualified Stock Options | Senior Management | ||||||||
Equity [Line Items] | ||||||||
Number of equal annual installments | Installment | 3 | |||||||
Share-based compensation arrangement by share-based payment award, award vesting commencing date | Dec. 18, 2020 | |||||||
Share-based compensation, options granted | 5,500,000 | |||||||
Share-based compensation arrangements by share-based payment award, options exercise price | $ / shares | $ 1.20 | |||||||
Share-based compensation, expected weighted-average service period | 3 years | |||||||
Non-qualified Stock Options | Senior Management | Maximum | ||||||||
Equity [Line Items] | ||||||||
Share-based compensation, option awards expiration | 10 years | |||||||
2019 Plan | ||||||||
Equity [Line Items] | ||||||||
Long-Term Incentive Plan, common units permitted for grant (in shares) | 8,500,000 | 4,000,000 | ||||||
Amended and Restated 2019 Long-Term Incentive Plan | Restricted phantom unit | ||||||||
Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 238,554 | 1,015,047 | ||||||
Amended and Restated 2019 Long-Term Incentive Plan | Phantom Units Subject To Time Based Vesting | ||||||||
Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 494,421 | |||||||
Amended and Restated 2019 Long-Term Incentive Plan | Phantom Units Subject To Performance Based Vesting | ||||||||
Equity [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 520,626 | |||||||
Long-term Incentive Plan | ||||||||
Equity [Line Items] | ||||||||
Long-Term Incentive Plan, common units permitted for grant (in shares) | 8,500,000 | |||||||
Common Stock available for issuance | 1,133,542 |
OWNERS' EQUITY - Phantom and Re
OWNERS' EQUITY - Phantom and Restricted Unit Awards (Detail) - Phantom Unit And Restricted Unit Awards - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Total non-vested at beginning | 559,218 | 1,029,638 |
Units issued (in shares) | 18,518 | 1,381,572 |
Units vested (in shares) | (46,875) | (1,819,131) |
Units forfeited (in shares) | 32,861 | |
Total non-vested at ending | 530,861 | 559,218 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Total non-vested at beginning | $ 3.67 | $ 7.49 |
Units issued | 1.08 | 2.86 |
Units vested | 3.88 | 5.16 |
Units forfeited | 6.68 | |
Total non-vested at ending | $ 3.56 | $ 3.67 |
OWNERS' EQUITY - Stock Options
OWNERS' EQUITY - Stock Options Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted Average Grant Date Fair Value, beginning of period | $ 0.34 | |
Weighted Average Grant Date Fair Value, end of period | 0.34 | $ 0.34 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price, beginning of period | 1.20 | |
Weighted Average Exercise Price, end of period | $ 1.20 | $ 1.20 |
Non-qualified Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Stock Options, beginning of period (in shares) | 5,500,000 | |
Number of Stock Options, Options forfeited (in shares) | (225,000) | |
Number of Stock Options, Options granted (in shares) | 5,500,000 | |
Number of Stock Options, end of period (in shares) | 5,275,000 | 5,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted Average Grant Date Fair Value, beginning of period | $ 0.34 | |
Weighted Average Grant Date Fair Value, Options forfeited | 0.34 | |
Weighted Average Grant Date Fair Value, Options granted | $ 0.34 | |
Weighted Average Grant Date Fair Value, end of period | 0.34 | 0.34 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise Price, beginning of period | 1.20 | |
Weighted Average Exercise Price, Options forfeited | 1.20 | |
Weighted Average Exercise Price, Options granted | 1.20 | |
Weighted Average Exercise Price, end of period | $ 1.20 | $ 1.20 |
OWNERS' EQUITY - Assumptions in
OWNERS' EQUITY - Assumptions in Fair Value of Stock Options Granted (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 23.41% | 23.41% |
Expected term (years) | 6 years | 6 years |
Risk-free interest rate | 1.78% | 1.78% |
Exercise price per stock option | $ 1.20 | $ 1.20 |
Market price per share | 1.23 | 1.23 |
Weighted average fair value per stock option | $ 0.34 | $ 0.34 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies [Line Items] | |||
Aggregate fixed rent payment to landlord | $ 17,704,000 | ||
Second Quarter Twenty Fourteen Acquisition | |||
Commitments And Contingencies [Line Items] | |||
Aggregate fixed rent payment to landlord | $ 36,000,000 | $ 36,000,000 | |
Deferred fixed rent | $ 6,000,000 | $ 6,000,000 | |
Second Quarter Twenty Fourteen Acquisition | Minimum | |||
Commitments And Contingencies [Line Items] | |||
Fixed rent for lease term deferred | 6 years | 6 years | |
Second Quarter Twenty Fourteen Acquisition | Maximum | |||
Commitments And Contingencies [Line Items] | |||
Fixed rent for lease term deferred | 11 years | 11 years | |
StoneMor GP Holdings LLC | |||
Commitments And Contingencies [Line Items] | |||
Payment for civil penalty | $ 250,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Fixed Rent for Cemeteries (Detail) - Two Thousand Fourteen Acquisitions Member - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lease Years 1-5 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | $ 0 | $ 0 |
Lease Years 6-20 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | 1,000,000 | 1,000,000 |
Lease Years 21-25 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | 1,200,000 | 1,200,000 |
Lease Years 26- 35 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | 1,500,000 | 1,500,000 |
Lease Years 36-60 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | $ 0 | $ 0 |
EXIT AND DISPOSAL ACTIVITIES -
EXIT AND DISPOSAL ACTIVITIES - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)Position | |
Restructuring Cost And Reserve [Line Items] | |
Severance expense | $ | $ 1.5 |
Trevose, Pennsylvania | |
Restructuring Cost And Reserve [Line Items] | |
Number of positions reduced | Position | 200 |
EXIT AND DISPOSAL ACTIVITIES _2
EXIT AND DISPOSAL ACTIVITIES - Summary of Severance Liability Recognized for Reduction in Workforce (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||
Severance liability, beginning balance | $ 150 | |
Accruals | $ 1,543 | |
Cash payments | (150) | (1,393) |
Severance liability, ending balance | 150 | |
Corporate | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance liability, beginning balance | 64 | |
Accruals | 583 | |
Cash payments | (64) | (519) |
Severance liability, ending balance | 64 | |
Cemetery | Operating | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance liability, beginning balance | 86 | |
Accruals | 935 | |
Cash payments | $ (86) | (849) |
Severance liability, ending balance | 86 | |
Funeral Home | Operating | ||
Restructuring Cost And Reserve [Line Items] | ||
Accruals | 25 | |
Cash payments | $ (25) |
LEASES - Additional Information
LEASES - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | ||
Number of sale-leaseback related to warehouses | One | One |
Lease renewal term description | Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. | Certain leases provide the Company with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. |
Operating lease weighted-average discount rate | 9.90% | 9.90% |
Finance lease weighted-average discount rate | 8.50% | 8.50% |
Operating lease payments | $ 2.5 | $ 3.3 |
Residual value guarantees | $ 2 | $ 2 |
Operating lease, weighted average remaining lease term | 7 years | 7 years 1 month 6 days |
Finance lease, weighted average remaining lease term | 2 years 7 months 6 days | 2 years 9 months 18 days |
Lessee, additional operating lease not yet commenced ,value | $ 0.1 | $ 0.1 |
Lessee, operating lease, not yet commenced, description | The Company had one additional operating lease that has not yet commenced, which was valued at $0.1 million, but did not have any lease transactions with its related parties. | |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Lease renewal term | 1 year | 1 year |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Lease renewal term | 30 years | 30 years |
LEASES - Schedule of Components
LEASES - Schedule of Components of Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Operating | $ 8,793 | $ 10,570 |
Finance | 5,095 | 5,685 |
Total ROU assets | 13,888 | 16,255 |
Current Liabilities: | ||
Operating | 1,825 | 2,022 |
Finance | 1,200 | 1,200 |
Long-term | ||
Operating | 9,833 | 11,495 |
Finance | 3,927 | 4,302 |
Total lease liabilities | $ 16,785 | $ 19,019 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finance lease costs | |||
Net lease costs | $ 1,246 | $ 1,356 | $ 5,405 |
Depreciation and Amortization | |||
Finance lease costs | |||
Amortization of leased assets | 329 | 320 | 1,282 |
General and Administrative Expense | |||
Lease cost | |||
Operating lease costs | 801 | 920 | 3,628 |
Interest Expense | |||
Finance lease costs | |||
Interest on lease liabilities | $ 116 | $ 116 | $ 495 |
LEASES - Components of Lease _2
LEASES - Components of Lease Expense (Parenthetical) (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Term of short term lease | 1 month | 1 month |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities the Company's of Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating | ||
2020 | $ 3,283 | |
2020 | $ 2,207 | |
2021 | 2,512 | 2,783 |
2022 | 2,178 | 2,455 |
2023 | 1,900 | 2,190 |
2024 | 1,768 | 2,046 |
Thereafter | 5,854 | 6,348 |
Total | 16,419 | 19,105 |
Less: Interest | (4,762) | (5,588) |
Present value of lease liabilities | 11,657 | 13,517 |
Finance | ||
2020 | 1,759 | |
2020 | 1,267 | |
2021 | 1,838 | 1,838 |
2022 | 2,027 | 2,026 |
2023 | 708 | 708 |
2024 | 105 | 106 |
Thereafter | 0 | 0 |
Total | 5,945 | 6,437 |
Less: Interest | (817) | (935) |
Present value of lease liabilities | $ 5,128 | $ 5,502 |
LEASES - Schedule of Minimum Le
LEASES - Schedule of Minimum Lease Commitments Remaining Under the Company's Operating Lease and Capital Lease, per ASC 840 (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating | |
2019 | $ 4,349 |
2020 | 2,765 |
2021 | 2,130 |
2022 | 1,539 |
2023 | 1,184 |
Thereafter | 5,737 |
Total | 17,704 |
Capital | |
2019 | 1,499 |
2020 | 1,196 |
2021 | 949 |
2022 | 558 |
2023 | 89 |
Total | 4,291 |
Less: Interest | (875) |
Present value of lease liabilities | $ 3,416 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)Customer | Dec. 31, 2018USD ($)Customer | Mar. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash, FDIC insured limits | $ 34,900 | $ 18,100 | |
Number of customers | Customer | 0 | 0 | |
Allowance for doubtful accounts | $ 5,884 | $ 4,941 | $ 5,338 |
Wrote off bad debts | $ 6,600 | $ 9,300 | |
Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receivable contracts Term | 60 months | 60 months | |
Number of days process in place to collect receivables | 60 days | ||
Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of days process in place to collect receivables | 30 days | ||
Senior Secured Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes payable, fair value | $ 383,200 | 353,300 | |
Notes payable, carrying value | $ 392,800 | $ 365,100 | |
Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes payable, fair value | $ 162,500 | ||
Notes payable, carrying value | $ 173,600 |
SUPPLEMENTAL CONDENSED CONSOL_3
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Additional Information (Detail) | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
StoneMor Operating LLC | ||||
Schedule Of Condensed Financial Information Of Subsidiaries [Line Items] | ||||
Ownership percentage subsidiaries by the parent | 100.00% | 100.00% | 100.00% | 100.00% |
SUPPLEMENTAL CONDENSED CONSOL_4
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||||
Cash and cash equivalents, excluding restricted cash | $ 27,066 | $ 34,867 | $ 18,147 | ||
Restricted cash | 20,400 | 21,900 | |||
Assets held for sale | 77,850 | 23,858 | 757 | ||
Other current assets | 75,758 | 77,714 | 79,412 | ||
Total current assets | 201,074 | 158,339 | 98,316 | ||
Long-term accounts receivable | 71,474 | 75,549 | 87,148 | ||
Cemetery and funeral home property and equipment | 397,100 | 424,005 | 443,853 | ||
Merchandise trusts | 437,638 | 517,192 | 488,248 | ||
Perpetual care trusts | 284,832 | 343,619 | 330,562 | ||
Deferred selling and obtaining costs | 113,611 | 114,944 | 113,644 | ||
Intangible assets | 55,942 | 56,246 | 61,421 | ||
Goodwill and intangible assets | 86,283 | ||||
Other assets | 26,748 | 29,474 | 22,327 | ||
Total assets | 1,588,419 | 1,719,368 | 1,670,381 | ||
Liabilities and Owners' Equity | |||||
Current liabilities | 104,634 | 76,301 | 61,800 | ||
Long-term debt, net of deferred financing costs | 341,443 | 367,963 | 320,248 | ||
Deferred revenues | 867,407 | 949,375 | 919,606 | ||
Perpetual care trust corpus | 284,832 | 343,619 | 330,562 | ||
Other long-term liabilities | 83,215 | 84,600 | 48,783 | ||
Total liabilities | 1,681,531 | 1,821,858 | 1,680,999 | ||
Owners' equity | (93,112) | (102,490) | (10,618) | ||
Partners' capital (deficit) | $ (28,835) | (6,578) | $ 91,696 | ||
Total liabilities and owners' equity | 1,588,419 | 1,719,368 | 1,670,381 | ||
Eliminations | |||||
Current assets: | |||||
Investments in and amounts due from affiliates eliminated upon consolidation | (856,422) | (949,890) | (593,206) | ||
Total assets | (856,422) | (949,890) | (593,206) | ||
Liabilities and Owners' Equity | |||||
Investments in and amounts due to affiliates eliminated upon consolidation | (1,198,843) | (1,324,027) | |||
Due to affiliates | (717,156) | ||||
Total liabilities | (1,198,843) | (1,324,027) | (717,156) | ||
Owners' equity | 342,421 | 374,137 | |||
Total liabilities and owners' equity | (856,422) | (949,890) | (593,206) | ||
Previously Reported | |||||
Current assets: | |||||
Deferred selling and obtaining costs | 112,660 | ||||
Total assets | 1,669,101 | ||||
Liabilities and Owners' Equity | |||||
Deferred revenues | 914,286 | ||||
Total liabilities | 1,675,679 | ||||
Partners' capital (deficit) | (10,618) | ||||
Previously Reported | Eliminations | |||||
Liabilities and Owners' Equity | |||||
Partners' capital (deficit) | 123,950 | ||||
Parent | |||||
Current assets: | |||||
Investments in and amounts due from affiliates eliminated upon consolidation | 57,835 | ||||
Total assets | 57,835 | ||||
Liabilities and Owners' Equity | |||||
Long-term debt, net of deferred financing costs | 68,453 | ||||
Investments in and amounts due to affiliates eliminated upon consolidation | 93,112 | 102,490 | |||
Total liabilities | 93,112 | 102,490 | 68,453 | ||
Owners' equity | (93,112) | (102,490) | |||
Total liabilities and owners' equity | 57,835 | ||||
Parent | Previously Reported | |||||
Liabilities and Owners' Equity | |||||
Partners' capital (deficit) | (10,618) | ||||
Partnership | |||||
Current assets: | |||||
Investments in and amounts due from affiliates eliminated upon consolidation | 279,834 | 301,531 | |||
Total assets | 279,834 | 301,531 | |||
Liabilities and Owners' Equity | |||||
Long-term debt, net of deferred financing costs | 279,834 | 301,531 | |||
Investments in and amounts due to affiliates eliminated upon consolidation | 93,112 | 102,490 | |||
Total liabilities | 372,946 | 404,021 | |||
Owners' equity | (93,112) | (102,490) | |||
Total liabilities and owners' equity | 279,834 | 301,531 | |||
CFS West Virginia | |||||
Current assets: | |||||
Other current assets | 3,565 | 3,497 | 3,718 | ||
Total current assets | 3,565 | 3,497 | 3,718 | ||
Long-term accounts receivable | 2,345 | 2,557 | 3,118 | ||
Cemetery and funeral home property and equipment | 531 | 609 | 806 | ||
Deferred selling and obtaining costs | 5,704 | 5,654 | 5,511 | ||
Investments in and amounts due from affiliates eliminated upon consolidation | (4,626) | ||||
Total assets | 12,145 | 12,317 | 8,527 | ||
Liabilities and Owners' Equity | |||||
Current liabilities | 180 | 161 | 184 | ||
Long-term debt, net of deferred financing costs | 61,470 | 66,239 | 105,160 | ||
Deferred revenues | 31,431 | 33,349 | 32,147 | ||
Investments in and amounts due to affiliates eliminated upon consolidation | 177,069 | 183,611 | |||
Total liabilities | 270,150 | 283,360 | 137,491 | ||
Owners' equity | (258,005) | (271,043) | |||
Total liabilities and owners' equity | 12,145 | 12,317 | 8,527 | ||
CFS West Virginia | Previously Reported | |||||
Liabilities and Owners' Equity | |||||
Partners' capital (deficit) | (128,964) | ||||
Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents, excluding restricted cash | 25,621 | 33,553 | 16,298 | ||
Restricted cash | 20,400 | 21,900 | |||
Assets held for sale | 77,850 | 23,858 | 757 | ||
Other current assets | 60,619 | 62,686 | 64,167 | ||
Total current assets | 184,490 | 141,997 | 81,222 | ||
Long-term accounts receivable | 59,074 | 63,124 | 71,708 | ||
Cemetery and funeral home property and equipment | 364,534 | 391,626 | 409,497 | ||
Deferred selling and obtaining costs | 89,682 | 91,243 | 89,689 | ||
Intangible assets | 98 | 136 | |||
Goodwill and intangible assets | 25,676 | ||||
Other assets | 24,141 | 26,907 | 19,401 | ||
Investments in and amounts due from affiliates eliminated upon consolidation | 576,588 | 648,359 | 539,997 | ||
Total assets | 1,298,607 | 1,363,392 | 1,237,190 | ||
Liabilities and Owners' Equity | |||||
Current liabilities | 102,968 | 74,674 | 60,216 | ||
Long-term debt, net of deferred financing costs | 139 | 193 | 146,635 | ||
Deferred revenues | 727,227 | 802,528 | 775,657 | ||
Other long-term liabilities | 66,670 | 68,227 | 33,553 | ||
Investments in and amounts due to affiliates eliminated upon consolidation | 341,304 | 367,770 | |||
Due to affiliates | 173,613 | ||||
Total liabilities | 1,238,308 | 1,313,392 | 1,189,674 | ||
Owners' equity | 60,299 | 50,000 | |||
Total liabilities and owners' equity | 1,298,607 | 1,363,392 | 1,237,190 | ||
Guarantor Subsidiaries | Previously Reported | |||||
Liabilities and Owners' Equity | |||||
Partners' capital (deficit) | 47,516 | ||||
Non-Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents, excluding restricted cash | 1,445 | 1,314 | 1,849 | ||
Other current assets | 11,574 | 11,531 | 11,527 | ||
Total current assets | 13,019 | 12,845 | 13,376 | ||
Long-term accounts receivable | 10,055 | 9,868 | 12,322 | ||
Cemetery and funeral home property and equipment | 32,035 | 31,770 | 33,550 | ||
Merchandise trusts | 437,638 | 517,192 | 488,248 | ||
Perpetual care trusts | 284,832 | 343,619 | 330,562 | ||
Deferred selling and obtaining costs | 18,225 | 18,047 | 18,444 | ||
Intangible assets | 55,844 | 56,110 | |||
Goodwill and intangible assets | 60,607 | ||||
Other assets | 2,607 | 2,567 | 2,926 | ||
Total assets | 854,255 | 992,018 | 960,035 | ||
Liabilities and Owners' Equity | |||||
Current liabilities | 1,486 | 1,466 | 1,400 | ||
Deferred revenues | 108,749 | 113,498 | 111,802 | ||
Perpetual care trust corpus | 284,832 | 343,619 | 330,562 | ||
Other long-term liabilities | 16,545 | 16,373 | 15,230 | ||
Investments in and amounts due to affiliates eliminated upon consolidation | 494,246 | 567,666 | |||
Due to affiliates | 543,543 | ||||
Total liabilities | 905,858 | 1,042,622 | 1,002,537 | ||
Owners' equity | (51,603) | (50,604) | |||
Total liabilities and owners' equity | $ 854,255 | $ 992,018 | 960,035 | ||
Non-Guarantor Subsidiaries | Previously Reported | |||||
Liabilities and Owners' Equity | |||||
Partners' capital (deficit) | $ (42,502) |
SUPPLEMENTAL CONDENSED CONSOL_5
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Total revenues | $ 71,245 | $ 66,407 | $ 73,151 | $ 78,495 | $ 71,469 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 289,522 | $ 316,126 |
Total costs and expenses | (72,756) | (80,832) | (348,157) | (348,516) | |||||||
Other loss | (8,106) | (11,504) | |||||||||
Gain on sale of businesses | 24,086 | ||||||||||
Interest expense | (12,284) | (13,171) | (48,519) | (30,602) | |||||||
Loss on debt extinguishment | (8,478) | ||||||||||
Income (loss) from continuing operations before income taxes | 10,291 | (22,534) | (123,738) | (74,496) | |||||||
Income tax benefit | 1,288 | 28,204 | (1,797) | ||||||||
Net income (loss) | 9,003 | $ (52,358) | $ (42,652) | $ (34,398) | (22,534) | $ (20,534) | $ (17,225) | $ (17,017) | $ (17,923) | (151,942) | (72,699) |
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Total revenues | (2,716) | (979) | (6,926) | (9,077) | |||||||
Total costs and expenses | 2,716 | 979 | 6,926 | 9,077 | |||||||
Net income from equity investment in subsidiaries | (39,289) | 40,101 | 398,435 | 117,657 | |||||||
Income (loss) from continuing operations before income taxes | (39,289) | 40,101 | 398,435 | 117,657 | |||||||
Net income (loss) | (39,289) | 40,101 | 398,435 | 117,657 | |||||||
Parent | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income from equity investment in subsidiaries | 9,003 | (21,176) | (151,942) | (63,084) | |||||||
Interest expense | (1,358) | (5,434) | |||||||||
Income (loss) from continuing operations before income taxes | 9,003 | (22,534) | (151,942) | (68,518) | |||||||
Net income (loss) | 9,003 | (22,534) | (151,942) | (68,518) | |||||||
CFS West Virginia | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Total revenues | 1,194 | 1,564 | 5,041 | 6,382 | |||||||
Total costs and expenses | (3,169) | (4,520) | (15,181) | (13,666) | |||||||
Other loss | (46) | (445) | |||||||||
Net income from equity investment in subsidiaries | 12,585 | (18,925) | (120,653) | (54,573) | |||||||
Interest expense | (1,911) | (2,087) | (10,505) | (8,348) | |||||||
Loss on debt extinguishment | (1,441) | ||||||||||
Income (loss) from continuing operations before income taxes | 8,699 | (23,968) | (142,785) | (70,650) | |||||||
Net income (loss) | 8,699 | (23,968) | (142,785) | (70,650) | |||||||
Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Total revenues | 59,698 | 59,752 | 242,339 | 266,550 | |||||||
Total costs and expenses | (58,984) | (65,935) | (285,292) | (285,578) | |||||||
Other loss | (5,761) | (9,510) | |||||||||
Gain on sale of businesses | 24,086 | ||||||||||
Interest expense | (1,382) | (9,456) | (11,726) | (15,787) | |||||||
Loss on debt extinguishment | (6,099) | ||||||||||
Income (loss) from continuing operations before income taxes | 23,418 | (15,639) | (66,539) | (44,325) | |||||||
Income tax benefit | 1,288 | 28,204 | (1,797) | ||||||||
Net income (loss) | 22,130 | (15,639) | (94,743) | (42,528) | |||||||
Non-Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Total revenues | 13,069 | 11,132 | 49,068 | 52,271 | |||||||
Total costs and expenses | (13,319) | (11,356) | (54,610) | (58,349) | |||||||
Other loss | (2,299) | (1,549) | |||||||||
Interest expense | (293) | (270) | (1,124) | (1,033) | |||||||
Income (loss) from continuing operations before income taxes | (543) | (494) | (8,965) | (8,660) | |||||||
Net income (loss) | (543) | $ (494) | (8,965) | $ (8,660) | |||||||
Partnership | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income from equity investment in subsidiaries | 17,701 | (125,840) | |||||||||
Interest expense | (8,698) | (25,164) | |||||||||
Loss on debt extinguishment | (938) | ||||||||||
Income (loss) from continuing operations before income taxes | 9,003 | (151,942) | |||||||||
Net income (loss) | $ 9,003 | $ (151,942) |
SUPPLEMENTAL CONDENSED CONSOL_6
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | $ (5,238) | $ (13,103) | $ (37,986) | $ 26,457 |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales | 26,117 | (1,903) | (163) | (12,563) |
Net cash provided by (used in) investing activities | 26,117 | (1,903) | (163) | (12,563) |
Cash Flows From Financing Activities: | ||||
Cash distributions | 0 | 0 | 0 | |
Proceeds from issuance of redeemable convertible preferred units, net | 57,500 | |||
Net borrowings and repayments of debt | (29,967) | 23,943 | 37,718 | 1,387 |
Other financing activities | (213) | (2,636) | (18,449) | (3,955) |
Net cash (used in) provided by financing activities | (30,180) | 21,307 | 76,769 | (2,568) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (9,301) | 6,301 | 38,620 | 11,326 |
Cash and cash equivalents and restricted cash-Beginning of period | 56,767 | 18,147 | 18,147 | 6,821 |
Cash and cash equivalents and restricted cash-End of period | 47,466 | 24,448 | 56,767 | 18,147 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | (10,608) | (3,445) | (35,669) | (13,782) |
Cash Flows From Investing Activities: | ||||
Payments to affiliates | 463,325 | 13,782 | ||
Net cash provided by (used in) investing activities | 463,325 | |||
Cash Flows From Financing Activities: | ||||
Cash distributions | 0 | 0 | 0 | |
Payments from affiliates | 10,608 | 3,445 | (427,656) | |
Payments to affiliates | 463,325 | 13,782 | ||
Net cash (used in) provided by financing activities | 10,608 | 3,445 | (427,656) | 13,782 |
Parent | ||||
Cash Flows From Financing Activities: | ||||
Cash distributions | 0 | 0 | 0 | |
Partnership | ||||
Cash Flows From Investing Activities: | ||||
Payments to affiliates | (390,238) | |||
Net cash provided by (used in) investing activities | (390,238) | |||
Cash Flows From Financing Activities: | ||||
Cash distributions | 0 | |||
Payments to affiliates | (390,238) | |||
Proceeds from issuance of redeemable convertible preferred units, net | 57,500 | |||
Net borrowings and repayments of debt | 332,738 | |||
Net cash (used in) provided by financing activities | 390,238 | |||
CFS West Virginia | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | 12 | 119 | 280 | 370 |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales | (106) | (232) | (370) | |
Payments to affiliates | (73,087) | |||
Net cash provided by (used in) investing activities | (106) | (73,319) | (370) | |
Cash Flows From Financing Activities: | ||||
Cash distributions | 0 | 0 | 0 | |
Payments to affiliates | (73,087) | |||
Net borrowings and repayments of debt | (12) | (13) | 73,039 | |
Net cash (used in) provided by financing activities | (12) | (13) | 73,039 | |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | 4,465 | (9,509) | (1,662) | 39,942 |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales | 26,796 | (1,717) | (644) | (11,510) |
Payments to affiliates | (13,782) | |||
Net cash provided by (used in) investing activities | 26,796 | (1,717) | (644) | (11,510) |
Cash Flows From Financing Activities: | ||||
Cash distributions | 0 | 0 | 0 | |
Payments from affiliates | (10,608) | (3,445) | 427,656 | |
Payments to affiliates | (13,782) | |||
Net borrowings and repayments of debt | (29,872) | 24,030 | (367,746) | 1,387 |
Other financing activities | (213) | (2,636) | (18,449) | (3,955) |
Net cash (used in) provided by financing activities | (40,693) | 17,949 | 41,461 | (16,350) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (9,432) | 6,723 | 39,155 | 12,082 |
Cash and cash equivalents and restricted cash-Beginning of period | 55,453 | 16,298 | 16,298 | 4,216 |
Cash and cash equivalents and restricted cash-End of period | 46,021 | 23,021 | 55,453 | 16,298 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | 893 | (268) | (935) | (73) |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales | (679) | (80) | 713 | (683) |
Net cash provided by (used in) investing activities | (679) | (80) | 713 | (683) |
Cash Flows From Financing Activities: | ||||
Cash distributions | 0 | 0 | 0 | |
Net borrowings and repayments of debt | (83) | (74) | (313) | |
Net cash (used in) provided by financing activities | (83) | (74) | (313) | |
Net (decrease) increase in cash and cash equivalents and restricted cash | 131 | (422) | (535) | (756) |
Cash and cash equivalents and restricted cash-Beginning of period | 1,314 | 1,849 | 1,849 | 2,605 |
Cash and cash equivalents and restricted cash-End of period | $ 1,445 | $ 1,427 | $ 1,314 | $ 1,849 |
SIGNIFICANT RISKS AND CONCENT_2
SIGNIFICANT RISKS AND CONCENTRATIONS - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020Segment | Dec. 31, 2019LocationSegment | Dec. 31, 2018Location | |
Concentration Risk [Line Items] | |||
Number of reportable segments | Segment | 2 | 2 | |
Number of locations | Location | 5 | 6 | |
Revenue | Operations Segment | Cemetery | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 82.00% | 83.00% | |
Sales | Operations Segment | Cemetery | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 68.00% | 68.00% | |
Revenue | Operations Segment | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 49.00% | 52.00% |
RELATED PARTIES - Additional In
RELATED PARTIES - Additional Information (Detail) - USD ($) | Mar. 01, 2020 | Oct. 25, 2019 | Jun. 27, 2019 | Feb. 04, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Debt amount issued by third party entity | $ 70,000,000 | |||||
Senior Secured Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Long-term debt, gross | $ 353,648,000 | 380,619,000 | ||||
Senior Secured Notes | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Payments of lender fees | $ 7,000,000 | |||||
Long-term debt, gross | $ 385,000,000 | 385,000,000 | ||||
StoneMor Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Participation amount in debt issuance | 30,000,000 | |||||
Axar | ||||||
Related Party Transaction [Line Items] | ||||||
Participation amount in debt issuance | $ 20,000,000 | |||||
Series A Purchase Agreement | Rights Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Rights offering expired date | Oct. 25, 2019 | |||||
Preferred Units | Rights Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Rights offering expired date | Oct. 25, 2019 | |||||
Preferred unit, shares redemption | 3,039,380 | |||||
Preferred unit, redemption price per share | $ 1.20 | |||||
Preferred Units | Series A Purchase Agreement | Rights Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Preferred unit, shares redemption | 3,039,380 | |||||
Preferred unit, redemption price per share | $ 1.20 | |||||
Common Stock | Series A Purchase Agreement | Rights Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Common units acquired | 3,039,380 | |||||
Payless Holdings LLC | StoneMor Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of fair value trust owned | 4.00% | 4.00% | ||||
Payless Holdings LLC | Axar | Mr. Axelrod, Chairman | ||||||
Related Party Transaction [Line Items] | ||||||
Equity owned percentage | 30.00% | |||||
Axar | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest of Partnership's outstanding common units | 52.40% | |||||
Axar | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest of Partnership's outstanding common units | 52.40% | |||||
9.875% notes, due 2024 | Senior Secured Notes | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument | 9.875% | 9.875% | ||||
11.500% notes, due 2024 | Senior Secured Notes | Private Placement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument | 11.50% | 11.50% | ||||
Messrs. Redling | Common Stock | Rights Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Common units acquired | 422,341 | |||||
Negrotti | Common Stock | Rights Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Common units acquired | 7,519 | |||||
Series A Redeemable Convertible Preferred Unit | Series A Purchase Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Preferred units, sold | 52,083,333 | |||||
Preferred unit sold, price per share | $ 1.1040 | |||||
Preferred unit, liquidation preference discount percentage | 8.00% | |||||
Preferred unit, aggregate purchase price | $ 57,500,000 | |||||
Axar And Other Purchasers | Eighth Amendment To Credit Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 35,000,000 | $ 35,000,000 | ||||
Debt instrument | 8.00% | |||||
Payments of lender fees | $ 700,000 | |||||
Debt expected exit fees at termination | $ 700,000 | |||||
Payments of lines of credit | $ 2,200,000 | |||||
Axar And Other Purchasers | Eighth Amendment To Credit Agreement | Axar Capital Management LP | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership interest of Partnership's outstanding common units | 19.50% | |||||
Axar Vehicles | Preferred Units | Rights Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Preferred unit, shares redemption | 1,921,315 | |||||
Preferred unit, redemption price | $ 2,305,578 | |||||
Axar Vehicles | Series A Redeemable Convertible Preferred Unit | Series A Purchase Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Preferred units, sold | 39,764,492 | |||||
Preferred unit, aggregate purchase price | $ 43,900,000 | |||||
David Miller | Preferred Units | Rights Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Preferred unit, shares redemption | 90,432 | |||||
Preferred unit, redemption price | $ 108,518 | |||||
David Miller | Series A Redeemable Convertible Preferred Unit | Series A Purchase Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Preferred units, sold | 996,377 | |||||
Preferred unit, aggregate purchase price | $ 1,100,000 |
ASSETS HELD FOR SALE - Addition
ASSETS HELD FOR SALE - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Oct. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Proceeds from divestitures | $ 28,190 | $ 6,255 | |
Assets Held for Sale | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Proceeds from divestitures | $ 33,000 |
ASSETS HELD FOR SALE - Disconti
ASSETS HELD FOR SALE - Discontinued Operations and Disposal Groups (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Total assets held for sale | $ 23,477 | $ 110 | $ 604 |
Current liabilities: | |||
Total current liabilities held for sale | 52,437 | 20,668 | |
Assets Held for Sale | |||
Current assets: | |||
Accounts receivable, net of allowance | 1,576 | 580 | |
Prepaid expenses | 0 | 34 | |
Other current assets | 163 | 35 | |
Total current assets held for sale | 1,739 | 649 | |
Long-term accounts receivable, net of allowance | 5,102 | 3,194 | |
Cemetery property | 15,789 | 6,161 | |
Property and equipment, net of accumulated depreciation | 8,888 | 2,912 | |
Merchandise trusts, restricted, at fair value | 20,127 | 6,673 | |
Perpetual care trusts, restricted, at fair value | 21,917 | 2,470 | |
Deferred selling and obtaining costs | 2,361 | 1,388 | |
Other assets | 1,927 | 411 | |
Total assets held for sale | 77,850 | 23,858 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 234 | 102 | |
Current portion, long-term debt | 0 | 36 | |
Other current liabilities | 0 | 5,000 | |
Total current liabilities held for sale | 234 | 5,138 | |
Deferred revenues | 28,841 | 12,856 | |
Perpetual care trust corpus | 21,917 | 2,470 | |
Other long-term liabilities | 1,445 | 204 | |
Total liabilities held for sale | 52,437 | 20,668 | |
Net assets held for sale | 25,413 | 3,190 | |
Assets Held for Sale | Oakmont Sale | |||
Current assets: | |||
Accounts receivable, net of allowance | 580 | ||
Prepaid expenses | 34 | ||
Other current assets | 35 | ||
Total current assets held for sale | 649 | ||
Long-term accounts receivable, net of allowance | 3,194 | ||
Cemetery property | 5,811 | ||
Property and equipment, net of accumulated depreciation | 2,762 | ||
Merchandise trusts, restricted, at fair value | 6,673 | ||
Perpetual care trusts, restricted, at fair value | 2,470 | ||
Deferred selling and obtaining costs | 1,388 | ||
Other assets | 411 | ||
Total assets held for sale | 23,358 | ||
Current liabilities: | |||
Accounts payable and accrued liabilities | 102 | ||
Current portion, long-term debt | 36 | ||
Other current liabilities | 5,000 | ||
Total current liabilities held for sale | 5,138 | ||
Deferred revenues | 12,856 | ||
Perpetual care trust corpus | 2,470 | ||
Other long-term liabilities | 204 | ||
Total liabilities held for sale | 20,668 | ||
Net assets held for sale | 2,690 | ||
Assets Held for Sale | Other | |||
Current assets: | |||
Accounts receivable, net of allowance | 0 | 0 | 0 |
Prepaid expenses | 0 | 0 | 0 |
Other current assets | 0 | 0 | 0 |
Total current assets held for sale | 0 | 0 | 0 |
Long-term accounts receivable, net of allowance | 0 | 0 | 0 |
Cemetery property | 350 | 350 | 350 |
Property and equipment, net of accumulated depreciation | 0 | 150 | 407 |
Merchandise trusts, restricted, at fair value | 0 | 0 | 0 |
Perpetual care trusts, restricted, at fair value | 0 | 0 | 0 |
Deferred selling and obtaining costs | 0 | 0 | 0 |
Other assets | 0 | 0 | 0 |
Total assets held for sale | 350 | 500 | 757 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 0 | 0 | 0 |
Current portion, long-term debt | 0 | 0 | 0 |
Other current liabilities | 0 | 0 | 0 |
Total current liabilities held for sale | 0 | 0 | 0 |
Deferred revenues | 0 | 0 | 0 |
Perpetual care trust corpus | 0 | 0 | 0 |
Other long-term liabilities | 0 | 0 | 0 |
Total liabilities held for sale | 0 | 0 | 0 |
Net assets held for sale | $ 350 | $ 500 | $ 757 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Detail) - Segment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
SEGMENT INFORMATION - Segment I
SEGMENT INFORMATION - Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Cash Equivalents Short and Long Term Investments and Restricted Investments [Line Items] | ||||||||||||
Revenues | $ 71,245 | $ 66,407 | $ 73,151 | $ 78,495 | $ 71,469 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 289,522 | $ 316,126 | |
Depreciation and amortization | (2,459) | (2,757) | (10,782) | (11,736) | ||||||||
Operating income (loss) | 22,575 | (9,363) | (66,741) | (43,894) | ||||||||
Cemetery Operations | 22,575 | (9,363) | (66,741) | (43,894) | ||||||||
Corporate overhead | (8,501) | (13,413) | (51,107) | (53,281) | ||||||||
Corporate depreciation and amortization | (216) | (207) | (986) | (955) | ||||||||
Gain on sale of businesses | 24,086 | |||||||||||
Other losses, net | (8,106) | (11,504) | ||||||||||
Interest expense | (12,284) | (13,171) | (48,519) | (30,602) | ||||||||
Loss on debt extinguishment | (8,478) | |||||||||||
Income tax (expense) benefit | (1,288) | (28,204) | 1,797 | |||||||||
Loss on impairment of goodwill | (24,862) | |||||||||||
Net income (loss) | 9,003 | (52,358) | $ (42,652) | $ (34,398) | (22,534) | (20,534) | $ (17,225) | $ (17,017) | $ (17,923) | (151,942) | (72,699) | |
Total exit and disposal activities | 1,543 | |||||||||||
Capital expenditures | 2,073 | 1,903 | 6,418 | 12,172 | ||||||||
Total assets | 1,588,419 | 1,719,368 | 1,670,381 | 1,719,368 | 1,670,381 | |||||||
Goodwill | 24,862 | 24,862 | $ 24,862 | |||||||||
Total assets held for sale | 77,850 | 23,858 | 757 | 23,858 | 757 | |||||||
Total disposed assets | 23,477 | 110 | 604 | 110 | 604 | |||||||
Operating | ||||||||||||
Cash Cash Equivalents Short and Long Term Investments and Restricted Investments [Line Items] | ||||||||||||
Operating income (loss) | 7,206 | 4,257 | 18,320 | 21,846 | ||||||||
Cemetery Operations | 7,206 | 4,257 | 18,320 | 21,846 | ||||||||
Total exit and disposal activities | 25 | |||||||||||
Corporate | ||||||||||||
Cash Cash Equivalents Short and Long Term Investments and Restricted Investments [Line Items] | ||||||||||||
Total exit and disposal activities | 583 | |||||||||||
Capital expenditures | 875 | 37 | 115 | 308 | ||||||||
Total assets | 56,792 | 66,595 | 66,595 | |||||||||
Cemetery | ||||||||||||
Cash Cash Equivalents Short and Long Term Investments and Restricted Investments [Line Items] | ||||||||||||
Revenues | 58,066 | 57,910 | 237,887 | 261,935 | ||||||||
Operating costs and expenses | (51,138) | (53,162) | (218,091) | (238,974) | ||||||||
Depreciation and amortization | (1,704) | (1,962) | (7,420) | (8,037) | ||||||||
Loss on impairment of goodwill | (24,862) | |||||||||||
Goodwill | 24,862 | 24,862 | ||||||||||
Cemetery | Operating | ||||||||||||
Cash Cash Equivalents Short and Long Term Investments and Restricted Investments [Line Items] | ||||||||||||
Operating income (loss) | 5,224 | 2,786 | 12,376 | 14,924 | ||||||||
Cemetery Operations | 5,224 | 2,786 | 12,376 | 14,924 | ||||||||
Total exit and disposal activities | 935 | |||||||||||
Capital expenditures | 1,188 | 890 | 4,871 | 9,025 | ||||||||
Total assets | 1,394,901 | 1,504,463 | 1,509,947 | 1,504,463 | 1,509,947 | |||||||
Total assets held for sale | 65,360 | 20,819 | 349 | 20,819 | 349 | |||||||
Total disposed assets | 20,445 | 18 | 18 | |||||||||
Funeral Home | ||||||||||||
Cash Cash Equivalents Short and Long Term Investments and Restricted Investments [Line Items] | ||||||||||||
Revenues | 13,179 | 13,559 | 51,635 | 54,191 | ||||||||
Operating costs and expenses | (10,658) | (11,500) | (43,315) | (44,525) | ||||||||
Depreciation and amortization | (539) | (588) | (2,376) | (2,744) | ||||||||
Funeral Home | Operating | ||||||||||||
Cash Cash Equivalents Short and Long Term Investments and Restricted Investments [Line Items] | ||||||||||||
Operating income (loss) | 1,982 | 1,471 | 5,944 | 6,922 | ||||||||
Cemetery Operations | 1,982 | 1,471 | 5,944 | 6,922 | ||||||||
Capital expenditures | 10 | $ 976 | 1,431 | 2,839 | ||||||||
Total assets | 136,726 | 148,310 | 136,064 | 148,310 | 136,064 | |||||||
Total assets held for sale | 12,490 | 3,039 | 408 | 3,039 | 408 | |||||||
Total disposed assets | $ 3,032 | 110 | 586 | 110 | 586 | |||||||
Corporate | ||||||||||||
Cash Cash Equivalents Short and Long Term Investments and Restricted Investments [Line Items] | ||||||||||||
Total assets | $ 66,595 | $ 24,370 | $ 66,595 | $ 24,370 |
SUPPLEMENTAL CONSOLIDATED CAS_3
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION - Schedule of Cash Flow, Supplemental Disclosures (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable | ||||
Pre-need/at-need contract originations (sales on credit) | $ 25,457 | $ 27,587 | $ (113,759) | $ (126,199) |
Cash receipts from sales on credit (post-origination) | 23,862 | 25,622 | 105,126 | 130,697 |
Changes in accounts receivable, net of allowance | (1,595) | (1,965) | (8,633) | 4,498 |
Deferrals: | ||||
Cash receipts from customer deposits at origination, net of refunds | 35,586 | 34,205 | 141,264 | 146,279 |
Withdrawals of realized income from merchandise trusts during the period | 2,684 | 2,124 | 8,537 | 15,582 |
Pre-need/at-need contract originations (sales on credit) | 25,457 | 27,587 | 113,759 | 126,199 |
Undistributed merchandise trust investment earnings, net | (1,595) | 3,610 | 13,389 | (2,725) |
Recognition: | ||||
Merchandise trust investment income, net withdrawn as of end of period | (2,107) | (2,255) | 9,555 | 9,618 |
Recognized maturities of customer contracts collected as of end of period | (45,989) | (46,131) | 204,629 | 188,897 |
Recognized maturities of customer contracts uncollected as of end of period | (7,602) | (10,556) | 26,109 | 49,415 |
Changes in customer contract liabilities | $ 6,434 | $ 8,584 | $ 36,656 | $ 37,405 |
QUARTERLY RESULTS OF OPERATIO_3
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Revenues | $ 71,245 | $ 66,407 | $ 73,151 | $ 78,495 | $ 71,469 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 289,522 | $ 316,126 | |
Gross loss | (11,210) | (6,441) | (6,759) | (9,363) | (5,610) | (10,016) | (8,738) | (8,026) | ||||
Net loss | $ 9,003 | $ (52,358) | $ (42,652) | $ (34,398) | $ (22,534) | (20,534) | (17,225) | (17,017) | (17,923) | $ (151,942) | $ (72,699) | |
General partner's interest in net income (loss) for the period | (214) | (179) | (177) | (187) | ||||||||
Net loss per common share (basic and diluted) | $ (1.23) | $ (1.10) | $ (0.87) | $ (0.59) | ||||||||
Limited partners' interest in net loss for the period | $ (20,320) | $ (17,046) | $ (16,840) | $ (17,736) | ||||||||
Net loss per common limited partner unit (basic and diluted) | $ (0.54) | $ (0.45) | $ (0.44) | $ (0.47) | $ (1.92) | [1] | ||||||
[1] | For the period prior to the C-Corporation Conversion, represents net loss divided by weighted average number of common limited partner units outstanding and for the period following the C-Corporation Conversion, represents net loss divided by weighted average number of common shares outstanding. |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) | Apr. 30, 2020 | Apr. 13, 2020$ / shares | Apr. 07, 2020USD ($) | Apr. 02, 2020USD ($) | Apr. 01, 2020USD ($)$ / shares | Jan. 03, 2020USD ($)Property | Jun. 27, 2019 | Mar. 31, 2020USD ($)Propertyshares | Jan. 31, 2020USD ($) | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2020 | May 05, 2020shares | Apr. 03, 2020USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Subsequent Event [Line Items] | |||||||||||||||
Aggregate cash purchase price | $ 28,190,000 | $ 6,255,000 | |||||||||||||
Gain on sale of business | 24,086,000 | ||||||||||||||
Net book value of the equipment | $ 93,472,000 | $ 93,472,000 | 103,400,000 | $ 112,716,000 | |||||||||||
Shares of common unit sold | $ 12,500,000 | ||||||||||||||
Increased the number of shares of the Company's common stock reserved for delivery | shares | 105,522,898 | 105,522,898 | 105,552,644 | ||||||||||||
Senior Secured Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Percentage of remaining net proceeds from asset disposition to redeem additional portion of debt | 80.00% | ||||||||||||||
Debt covenant, consolidated asset coverage ratio | 1.60 | 1.60 | |||||||||||||
Senior Secured Notes | Scenario, Forecast | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt covenant, consolidated asset coverage ratio | 1.40 | ||||||||||||||
Senior Secured Notes | December 31, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 1.15 | 1.15 | |||||||||||||
Senior Secured Notes | March 31, 2021 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 1.25 | 1.25 | |||||||||||||
Senior Secured Notes | June 30, 2021 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 1.30 | 1.30 | |||||||||||||
Senior Secured Notes | Redeemed On Or After June 27, 2021 and Before June 27, 2022 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument redemption price percentage | 4.00% | ||||||||||||||
Senior Secured Notes | Redeemed On Or After June 27, 2022 and Before June 27, 2023 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument redemption price percentage | 2.00% | ||||||||||||||
Remaining California Sale | Senior Secured Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate principal amount of debt redeemed from assets dispositions | $ 3,200,000 | ||||||||||||||
Maximum | Senior Secured Notes | March 31, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 0.40 | 0.40 | 0.40 | ||||||||||||
Maximum | Senior Secured Notes | June 30, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 0.75 | 0.75 | 0.75 | ||||||||||||
Maximum | Senior Secured Notes | September 30, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 1 | 1 | 1 | ||||||||||||
Maximum | Senior Secured Notes | December 31, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 1.15 | 1.15 | 1.15 | ||||||||||||
Maximum | Senior Secured Notes | March 31, 2021 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 1.25 | 1.25 | 1.25 | ||||||||||||
Maximum | Senior Secured Notes | June 30, 2021 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 1.30 | 1.30 | 1.30 | ||||||||||||
Oakmont Agreement | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of cemetery divested | Property | 1 | ||||||||||||||
Number of funeral home divested | Property | 1 | ||||||||||||||
Gain on sale of business | $ 24,400,000 | ||||||||||||||
Oakmont Agreement | Oakmont Sale | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate cash purchase price | 33,000,000 | ||||||||||||||
Oakmont Agreement | Oakmont Sale | Senior Secured Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate principal amount of debt redeemed from assets dispositions | $ 30,300,000 | ||||||||||||||
Olivet Agreement | Olivet Sale | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate purchase price | $ 24,300,000 | ||||||||||||||
California Agreement | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of cemetery divested | Property | 5 | ||||||||||||||
Number of funeral home divested | Property | 6 | ||||||||||||||
Number of crematories divested | Property | 4 | ||||||||||||||
California Agreement | Remaining California Sale | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate cash purchase price | $ 7,100,000 | ||||||||||||||
Master Services Agreement | Maximum | Moon Landscaping, Inc. | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Net book value of the equipment | $ 7,400,000 | ||||||||||||||
Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds form sale of equity interests | $ 5,000,000 | ||||||||||||||
Cash consent fee | 3,500,000 | ||||||||||||||
Paid-in-kind interest | 1,500,000 | ||||||||||||||
Increased the number of shares of the Company's common stock reserved for delivery | shares | 1,375,000 | ||||||||||||||
Number of trading days average closing price | 30 days | ||||||||||||||
Number of trading days consecutive days | 30 days | ||||||||||||||
Minimum average closing stock price as per listing | $ / shares | $ 1 | ||||||||||||||
Average closing price of common stock per share | $ / shares | $ 0.97 | ||||||||||||||
Minimum share price required to regain compliance description | (i) a closing price of at least $1.00 per share and (ii) an average closing price of at least $1.00 per share over the 30-trading day period ending on the last trading day of such month. In addition, the Company must notify the NYSE, within 10 business days of receipt of the NYSE Notification, of its intent to cure this deficiency or be subject to suspension and delisting procedures. | ||||||||||||||
Minimum closing price per share to regain compliance | 100.00% | ||||||||||||||
Subsequent Event | Trevose, Pennsylvania | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of positions | 21 | ||||||||||||||
Subsequent Event | Senior Secured Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Percentage of remaining net proceeds from asset disposition to redeem additional portion of debt | 80.00% | ||||||||||||||
Subsequent Event | Senior Secured Notes | March 31, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Minimum operating cash flow covenant | $ 25,000,000 | ||||||||||||||
Subsequent Event | Senior Secured Notes | June 30, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Minimum operating cash flow covenant | 35,000,000 | ||||||||||||||
Subsequent Event | Senior Secured Notes | September 30, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Minimum operating cash flow covenant | $ 35,000,000 | ||||||||||||||
Subsequent Event | Senior Secured Notes | December 31, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 0 | ||||||||||||||
Subsequent Event | Senior Secured Notes | March 31, 2021 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 0.75 | ||||||||||||||
Subsequent Event | Senior Secured Notes | June 30, 2021 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated interest coverage ratio | 1.10 | ||||||||||||||
Subsequent Event | Oakmont Sale | Senior Secured Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate principal amount of debt redeemed from assets dispositions | $ 30,400,000 | ||||||||||||||
Subsequent Event | Olivet Sale | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate purchase price | $ 24,300,000 | ||||||||||||||
Assumption of land purchase obligations from divestiture of businesses | 17,100,000 | ||||||||||||||
Subsequent Event | Olivet Sale | Senior Secured Notes | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate principal amount of debt redeemed from assets dispositions | $ 20,500,000 | $ 23,700,000 | |||||||||||||
Subsequent Event | Maximum | Senior Secured Notes | Redeemed On Or After June 27, 2021 and Before June 27, 2022 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument redemption price percentage | 5.00% | ||||||||||||||
Subsequent Event | Maximum | Senior Secured Notes | Redeemed On Or After June 27, 2022 and Before June 27, 2023 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument redemption price percentage | 3.00% | ||||||||||||||
Subsequent Event | Minimum | Senior Secured Notes | Redeemed On Or After June 27, 2021 and Before June 27, 2022 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument redemption price percentage | 4.00% | ||||||||||||||
Subsequent Event | Minimum | Senior Secured Notes | Redeemed On Or After June 27, 2022 and Before June 27, 2023 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument redemption price percentage | 2.00% | ||||||||||||||
Subsequent Event | Oakmont Agreement | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of cemetery divested | Property | 1 | ||||||||||||||
Number of funeral home divested | Property | 1 | ||||||||||||||
Gain on sale of business | $ 20,000,000 | ||||||||||||||
Subsequent Event | Oakmont Agreement | Oakmont Sale | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate cash purchase price | $ 33,000,000 | ||||||||||||||
Subsequent Event | Olivet Agreement | Olivet Sale | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate cash purchase price | $ 24,300,000 | ||||||||||||||
Subsequent Event | California Agreement | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of cemetery divested | Property | 5 | ||||||||||||||
Number of funeral home divested | Property | 6 | ||||||||||||||
Number of crematories divested | Property | 4 | ||||||||||||||
Subsequent Event | California Agreement | Remaining California Sale | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Aggregate cash purchase price | $ 7,100,000 | ||||||||||||||
Subsequent Event | Supplemental Indenture | Axar | Rights Offering | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares of common unit sold | $ 17,000,000 | ||||||||||||||
Share price per common share | $ / shares | $ 0.73 | ||||||||||||||
Agreement expiration date | Jul. 24, 2020 | ||||||||||||||
Subsequent Event | Supplemental Indenture | Axar | Rights Offering | Series A Preferred Units | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Redeemable convertible preferred units | $ 8,800,000 | ||||||||||||||
Subsequent Event | Supplemental Indenture | Maximum | Axar | Rights Offering | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from issuance of common stock | $ 8,200,000 | ||||||||||||||
Subsequent Event | 2020 Preferred Purchase Agreement | Axar | Series A Preferred Units | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Redeemable convertible preferred units | $ 8,800,000 | ||||||||||||||
Preferred units, sold | shares | 176 | ||||||||||||||
Preferred units, par value | $ / shares | $ 0.01 | ||||||||||||||
Preferred units, cash price per share | $ / shares | $ 50,000 | ||||||||||||||
Subsequent Event | Master Services Agreement | Moon Landscaping, Inc. | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Property management and operational services aggregate amount payable | 241,000,000 | ||||||||||||||
Property management and operational services initial annual cost | $ 49,000,000 | ||||||||||||||
Percentage of annual increase In initial cost | 2.00% | ||||||||||||||
Agreement full implementation date | Jul. 24, 2020 | ||||||||||||||
Agreement without cause termination equipment credit fee payable | $ 1,000,000 | ||||||||||||||
Agreement termination description | Each party has the right to terminate the MSAs at any time on six months' prior written notice, provided that if the Company terminate the MSAs without cause, it will be obligated to pay Moon an equipment credit fee in the amount of $1.0 million for each year remaining in the term, prorated for the portion of the year in which any such termination occurs. | ||||||||||||||
Subsequent Event | Master Services Agreement | Maximum | Moon Landscaping, Inc. | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Net book value of the equipment | $ 7,400,000 |
GENERAL - Reconciliation of P_2
GENERAL - Reconciliation of Partnership's Weighted Average Number of Common Limited Partner Units (Parenthetical) (Detail) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Units excluded from the calculation of diluted weighted average number of limited partners' units, because of their anti-dilutive effect | 977,166 | 515,625 | 1,333,572 |
Units contingently issuable | 46,734 | ||
Stock options | |||
Units excluded from the calculation of diluted weighted average number of limited partners' units, because of their anti-dilutive effect | 1,656,496 | ||
Restricted shares | |||
Units excluded from the calculation of diluted weighted average number of limited partners' units, because of their anti-dilutive effect | 468,750 |
DIVESTITURES - Additional Infor
DIVESTITURES - Additional Information (Detail) $ in Thousands | Jan. 03, 2020USD ($)Property | Mar. 31, 2020USD ($)Property | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Aggregate cash purchase price | $ 28,190 | $ 6,255 | ||
Gain on sale of businesses | $ 24,086 | |||
Senior Secured Notes | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Percentage of remaining net proceeds from asset disposition to redeem additional portion of debt | 80.00% | |||
Remaining California Sale | Senior Secured Notes | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Aggregate principal amount of debt redeemed from assets dispositions | $ 3,200 | |||
Oakmont Agreement | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Number of cemetery divested | Property | 1 | |||
Number of funeral home divested | Property | 1 | |||
Gain on sale of businesses | $ 24,400 | |||
Oakmont Agreement | Oakmont Sale | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Aggregate cash purchase price | 33,000 | |||
Oakmont Agreement | Oakmont Sale | Senior Secured Notes | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Aggregate principal amount of debt redeemed from assets dispositions | $ 30,300 | |||
Olivet Agreement | Olivet Sale | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Aggregate purchase price | $ 24,300 | |||
California Agreement | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Number of cemetery divested | Property | 5 | |||
Number of funeral home divested | Property | 6 | |||
Number of crematories divested | Property | 4 | |||
California Agreement | Remaining California Sale | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Aggregate cash purchase price | $ 7,100 |
DIVESTITURES - Discontinued Ope
DIVESTITURES - Discontinued Operations and Disposal Groups (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Total assets held for sale | $ 23,477 | $ 110 | $ 604 |
Current liabilities: | |||
Total current liabilities held for sale | 52,437 | 20,668 | |
Assets Held for Sale | |||
Current assets: | |||
Accounts receivable, net of allowance | 1,576 | 580 | |
Prepaid expenses | 0 | 34 | |
Other current assets | 163 | 35 | |
Total current assets held for sale | 1,739 | 649 | |
Long-term accounts receivable, net of allowance | 5,102 | 3,194 | |
Cemetery property | 15,789 | 6,161 | |
Property and equipment, net of accumulated depreciation | 8,888 | 2,912 | |
Merchandise trusts, restricted, at fair value | 20,127 | 6,673 | |
Perpetual care trusts, restricted, at fair value | 21,917 | 2,470 | |
Deferred selling and obtaining costs | 2,361 | 1,388 | |
Other assets | 1,927 | 411 | |
Total assets held for sale | 77,850 | 23,858 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 234 | 102 | |
Current portion, long-term debt | 0 | 36 | |
Other current liabilities | 0 | 5,000 | |
Total current liabilities held for sale | 234 | 5,138 | |
Deferred revenues | 28,841 | 12,856 | |
Perpetual care trust corpus | 21,917 | 2,470 | |
Other long-term liabilities | 1,445 | 204 | |
Total liabilities held for sale | 52,437 | 20,668 | |
Net assets held for sale | 25,413 | 3,190 | |
Assets Held for Sale | Total California Sale | |||
Current assets: | |||
Accounts receivable, net of allowance | 1,576 | ||
Prepaid expenses | 0 | ||
Other current assets | 163 | ||
Total current assets held for sale | 1,739 | ||
Long-term accounts receivable, net of allowance | 5,102 | ||
Cemetery property | 15,439 | ||
Property and equipment, net of accumulated depreciation | 8,888 | ||
Merchandise trusts, restricted, at fair value | 20,127 | ||
Perpetual care trusts, restricted, at fair value | 21,917 | ||
Deferred selling and obtaining costs | 2,361 | ||
Other assets | 1,927 | ||
Total assets held for sale | 77,500 | ||
Current liabilities: | |||
Accounts payable and accrued liabilities | 234 | ||
Current portion, long-term debt | 0 | ||
Other current liabilities | 0 | ||
Total current liabilities held for sale | 234 | ||
Deferred revenues | 28,841 | ||
Perpetual care trust corpus | 21,917 | ||
Other long-term liabilities | 1,445 | ||
Total liabilities held for sale | 52,437 | ||
Net assets held for sale | 25,063 | ||
Assets Held for Sale | Other | |||
Current assets: | |||
Accounts receivable, net of allowance | 0 | 0 | 0 |
Prepaid expenses | 0 | 0 | 0 |
Other current assets | 0 | 0 | 0 |
Total current assets held for sale | 0 | 0 | 0 |
Long-term accounts receivable, net of allowance | 0 | 0 | 0 |
Cemetery property | 350 | 350 | 350 |
Property and equipment, net of accumulated depreciation | 0 | 150 | 407 |
Merchandise trusts, restricted, at fair value | 0 | 0 | 0 |
Perpetual care trusts, restricted, at fair value | 0 | 0 | 0 |
Deferred selling and obtaining costs | 0 | 0 | 0 |
Other assets | 0 | 0 | 0 |
Total assets held for sale | 350 | 500 | 757 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 0 | 0 | 0 |
Current portion, long-term debt | 0 | 0 | 0 |
Other current liabilities | 0 | 0 | 0 |
Total current liabilities held for sale | 0 | 0 | 0 |
Deferred revenues | 0 | 0 | 0 |
Perpetual care trust corpus | 0 | 0 | 0 |
Other long-term liabilities | 0 | 0 | 0 |
Total liabilities held for sale | 0 | 0 | 0 |
Net assets held for sale | $ 350 | 500 | $ 757 |
Assets Held for Sale | Oakmont Sale | |||
Current assets: | |||
Accounts receivable, net of allowance | 580 | ||
Prepaid expenses | 34 | ||
Other current assets | 35 | ||
Total current assets held for sale | 649 | ||
Long-term accounts receivable, net of allowance | 3,194 | ||
Cemetery property | 5,811 | ||
Property and equipment, net of accumulated depreciation | 2,762 | ||
Merchandise trusts, restricted, at fair value | 6,673 | ||
Perpetual care trusts, restricted, at fair value | 2,470 | ||
Deferred selling and obtaining costs | 1,388 | ||
Other assets | 411 | ||
Total assets held for sale | 23,358 | ||
Current liabilities: | |||
Accounts payable and accrued liabilities | 102 | ||
Current portion, long-term debt | 36 | ||
Other current liabilities | 5,000 | ||
Total current liabilities held for sale | 5,138 | ||
Deferred revenues | 12,856 | ||
Perpetual care trust corpus | 2,470 | ||
Other long-term liabilities | 204 | ||
Total liabilities held for sale | 20,668 | ||
Net assets held for sale | $ 2,690 |