SERVICE CORP INTERNATIONAL
For the period ended Sep 30, 2024. Filed Oct 31, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 31, 2024
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Cash Flow
Our ability to generate strong operating cash flow is one of our fundamental financial strengths and provides us with substantial flexibility in meeting operating and investing needs.
Operating Activities
Net cash provided by operating activities was $680.8 million and $591.5 million for the nine months ended September 30, 2024 and 2023, respectively.
The $89.3 million increase in operating cash flows from 2023 comprises:
a $63.9 million decrease in cash tax payments,
a $59.7 million increase in cash receipts from customers,
a $39.6 million increase in General Agency (GA) commission and other receipts, and
a $0.1 million decrease in employee compensation payments, partially offset by
a $23.5 million increase in cash interest payments,
a $16.8 million increase in vendor and other payments,
a $18.8 million increase in net trust deposits, and
a $14.9 million increase in payments for certain legal matters.
Investing Activities
Cash flows from investing activities used $484.6 million and $356.6 million for the nine months ended September 30, 2024 and 2023, respectively. The $128.0 million increased outflow in 2024 over 2023 is primarily due to the following:
a $89.3 million increase in cash spent on business acquisitions,
a $13.9 million increase in other investing activities primarily for investments in renewable energy tax credits,
a $12.2 million increase in cash spent on real estate acquisitions,
a $9.1 million increase in total capital expenditures which comprises:
a $3.7 million net increase in maintenance capital expenditures, which includes:
a $15.5 million decrease in expenditures for digital investments and corporate,
a $10.6 million increase in expenditures for cemetery property development, and
a $8.6 million increase in expenditures for capital improvements at existing field locations.
a $5.4 million increase in expenditures for growth capital expenditures/construction of new funeral service locations.
a $2.4 million decrease in net proceeds for Company-owned life insurance policies, and
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PART I
a $1.1 million decrease in cash receipts from divestitures and asset sales.
Financing Activities
Financing activities used $230.8 million for the nine months ended September 30, 2024 compared to using $262.2 million for the same period in 2023. The $31.4 million decreased outflow from 2024 over 2023 is primarily due to the following:
a $142.8 million decrease in purchase of Company common stock,
a $26.8 million increase in proceeds from exercises of stock options, partially offset by
a $132.0 million increase in debt repayments, net of proceeds,
a $5.3 million increase in payments of dividends, and
a $0.9 million change in bank overdrafts and other.
Financial Assurances
In support of our operations, we have entered into arrangements with certain surety companies whereby such companies agree to issue surety bonds on our behalf as financial assurance and/or as required by existing state and local regulations. The surety bonds are used for various business purposes; however, the majority of the surety bonds issued and outstanding have been used to support our preneed sales activities. The obligations underlying these surety bonds are recorded on our unaudited Condensed Consolidated Balance Sheet as Deferred revenue, net. The breakdown of surety bonds between funeral and cemetery preneed arrangements, as well as surety bonds for other activities, is described below.
| September 30, 2024 | December 31, 2023 | |
|---|---|---|
| (In millions) | ||
| Preneed funeral | $226.8 | $67.8 |
| Preneed cemetery: | ||
| Merchandise and services | 135.6 | 141.3 |
| Pre-construction | 56.5 | 54.6 |
| Bonds supporting preneed funeral and cemetery obligations | 418.9 | 263.7 |
| Bonds supporting preneed business permits | 7.9 | 7.6 |
| Other bonds | 27.0 | 25.4 |
| Total surety bonds outstanding | $453.8 | $296.7 |
When selling preneed contracts, we may post surety bonds where allowed by state law. We post the surety bonds in lieu of trusting a certain amount of funds received from the customer. The amount of the bond posted is generally determined by the total amount of the preneed contract that would otherwise be required to be trusted, in accordance with applicable state law.
Surety bond premiums are paid annually and the bonds are automatically renewable until maturity of the underlying preneed contracts, unless we are given prior notice of cancellation.
Except for cemetery pre-construction bonds (which are irrevocable), the surety companies generally have the right to cancel the surety bonds at any time with appropriate notice. In the event a surety company were to cancel the surety bond, we are required to obtain replacement surety assurance from another surety company or fund a trust for an amount generally less than the posted bond amount. Management does not expect that we will be required to fund material future amounts related to these surety bonds due to a lack of surety capacity or surety company non-performance.
As of September 30, 2024, we had an increase of $161.7 million in surety bonds supporting preneed funeral obligations related to certain legal matters discussed in Part I, Item 1. Financial Statements, Note 9.
Preneed Activities and Backlog of Contracts
In addition to selling our products and services to client families at the time of need, we enter into price-guaranteed preneed contracts, which provide for future funeral or cemetery merchandise and services. Because preneed funeral and cemetery merchandise and services will generally not be provided until sometime in the future, most states and provinces require that all or a portion of the funds collected from customers on preneed contracts be deposited into merchandise and service trusts until the merchandise is delivered or the service is performed. In certain situations, as described above, where permitted by state or provincial laws, we may post a surety bond as financial assurance for a certain amount of the preneed contract in lieu of placing funds into trust accounts. Alternatively, we may sell a life insurance or annuity policy from third-party insurance companies.
FORM 10-Q 31
PART I
Insurance-Funded Preneed Contracts
Where permitted by state or provincial law, we may sell a life insurance or annuity policy from third-party insurance companies for which we earn a commission as general sales agent for the insurance company. These general agency revenues are based on a percentage per contract sold and are recognized as funeral revenue when the insurance purchase transaction between the preneed purchaser and third-party insurance provider is complete. All selling costs incurred pursuant to the sale of insurance-funded preneed contracts are expensed as incurred. We do not reflect the unfulfilled insurance-funded preneed contract amounts in our unaudited Condensed Consolidated Balance Sheet. The proceeds of the life insurance policies or annuity contracts will be reflected in funeral revenue as we perform these funerals. In early July 2024, we finalized our agreement to change our preferred preneed insurance provider in the United States, which will allow us to further utilize our scale and streamline our processes across our network.
The table below details our results of insurance-funded preneed production and maturities.
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (Dollars in millions) | ||||
| Preneed insurance-funded: | ||||
| Sales production(1) | $174.4 | $176.1 | $548.9 | $537.4 |
| Sales production (number of contracts)(1) | 29,127 | 28,284 | 89,050 | 87,128 |
| General agency revenue | $59.3 | $49.0 | $163.3 | $139.8 |
| Maturities | $97.6 | $93.0 | $304.7 | $291.5 |
| Maturities (number of contracts) | 15,680 | 15,005 | 48,671 | 47,202 |
(1)Amounts are not included in our unaudited Condensed Consolidated Balance Sheet.
Trust-Funded Preneed Contracts
The funds collected from customers, and required by state or provincial law, are deposited into trusts. We retain any funds above the amounts required to be deposited into trust accounts and use them for working capital purposes, generally to offset the selling and administrative costs of our preneed programs. Although this represents cash flow to us, the associated revenues are deferred until the merchandise is delivered or services are performed (typically at maturity). The funds in trust are then invested by professional money managers with oversight by independent trustees in accordance with state and provincial laws.
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The tables below detail our results of preneed production and maturities, excluding insurance contracts:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (Dollars in millions) | ||||
| Funeral: | ||||
| Preneed trust-funded (including bonded): | ||||
| Sales production | $121.1 | $138.4 | $391.3 | $418.2 |
| Sales production (number of contracts) | 29,188 | 33,782 | 95,436 | 102,881 |
| Maturities | $91.1 | $93.0 | $281.9 | $280.6 |
| Maturities (number of contracts) | 20,217 | 20,072 | 63,214 | 63,230 |
| Cemetery: | ||||
| Sales production: | ||||
| Preneed | $312.7 | $322.2 | $994.3 | $981.5 |
| Atneed | 105.5 | 103.1 | 319.9 | 317.9 |
| Total sales production | $418.2 | $425.3 | $1,314.2 | $1,299.4 |
| Sales production deferred to backlog: | ||||
| Preneed | $150.9 | $162.0 | $467.8 | $486.8 |
| Atneed | 73.6 | 72.1 | 228.4 | 224.6 |
| Total sales production deferred to backlog | $224.5 | $234.1 | $696.2 | $711.4 |
| Revenue recognized from backlog: | ||||
| Preneed | $113.1 | $132.3 | $335.1 | $356.5 |
| Atneed | 74.7 | 78.2 | 230.1 | 233.2 |
| Total revenue recognized from backlog | $187.8 | $210.5 | $565.2 | $589.7 |
Backlog of Preneed Contracts
The following table reflects our backlog of trust-funded deferred preneed contract revenue, including amounts related to deferred receipts held in trust at September 30, 2024 and December 31, 2023. Additionally, the table reflects our backlog of unfulfilled insurance-funded contracts (which are not included in our unaudited Condensed Consolidated Balance Sheet) at September 30, 2024 and December 31, 2023. The backlog amounts presented include amounts due from customers for undelivered performance obligations on cancelable preneed contracts to arrive at our total backlog of deferred revenue. The table does not include the backlog associated with businesses that are held for sale.
The table also reflects our preneed receivables and trust investments associated with the backlog of deferred preneed contract revenue, including the amounts due from customers for undelivered performance obligations on cancelable preneed contracts. We believe that the table below is meaningful because it sets forth the aggregate amount of future revenue we expect to recognize as a result of preneed sales, as well as the amount of funds associated with this revenue. Because the future revenue exceeds the assets, future revenue will exceed the cash distributions actually received from the associated trusts and future collections from the customer.
FORM 10-Q 33
PART I
| September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Fair Value | Cost | Fair Value | Cost | |
| (In billions) | ||||
| Deferred revenue, net | $1.75 | $1.75 | $1.70 | $1.70 |
| Amounts due from customers for unfulfilled performance obligations on cancelable preneed contracts | 1.02 | 1.02 | 0.95 | 0.95 |
| Deferred receipts held in trust | 5.23 | 4.47 | 4.67 | 4.18 |
| Allowance for cancellation on trust investments | (0.30) | (0.25) | (0.26) | (0.24) |
| Backlog of trust-funded deferred revenue, net of estimated allowance for cancellation | 7.70 | 6.99 | 7.06 | 6.59 |
| Backlog of insurance-funded revenue(1) | 8.29 | 8.29 | 7.78 | 7.78 |
| Total backlog of deferred revenue | $15.99 | $15.28 | $14.84 | $14.37 |
| Preneed receivables, net and trust investments | $6.77 | $6.02 | $6.19 | $5.70 |
| Amounts due from customers for unfulfilled performance obligations on cancelable preneed contracts | 1.02 | 1.02 | 0.95 | 0.95 |
| Allowance for cancellation on trust investments | (0.30) | (0.25) | (0.26) | (0.24) |
| Assets associated with backlog of trust-funded deferred revenue, net of estimated allowance for cancellation | 7.49 | 6.79 | 6.88 | 6.41 |
| Insurance policies associated with insurance-funded deferred revenue (1) | 8.29 | 8.29 | 7.78 | 7.78 |
| Total assets associated with backlog of preneed revenue | $15.78 | $15.08 | $14.66 | $14.19 |
(1) Amounts are not included in our unaudited Condensed Consolidated Balance Sheet.
The fair value of our trust investments was based on a combination of quoted market prices, observable inputs such as interest rates or yield curves, and appraisals. As of September 30, 2024, the difference between the backlog and asset market amounts represents $0.17 billion related to contracts for which we have posted surety bonds as financial assurance in lieu of trusting, $1.39 billion collected from customers that were not required to be deposited into trusts, and $0.19 billion in allowable cash distributions from trust assets partially offset by $1.54 billion in amounts due on delivered property and merchandise. As of September 30, 2024, the fair value of the total backlog comprised $4.58 billion related to cemetery contracts and $11.41 billion related to funeral contracts. As of September 30, 2024, the fair value of the assets associated with the backlog of trust-funded deferred revenue comprised $4.59 billion related to cemetery contracts and $2.90 billion related to funeral contracts. As of September 30, 2024, the backlog of insurance-funded contracts of $8.29 billion was equal to the proceeds we expect to receive from the associated insurance policies when the corresponding contract is serviced.
Trust Investments
In addition to selling our products and services to client families at the time of need, we enter into price-guaranteed preneed funeral and cemetery contracts, which provide for future funeral or cemetery merchandise and services. Since preneed funeral and cemetery merchandise or services will generally not be provided until sometime in the future, most states and provinces require that all or a portion of the funds collected from customers on preneed funeral and cemetery contracts be paid into trusts and/or escrow accounts until the merchandise is delivered or the service is performed. Investment earnings associated with the trust investments are expected to mitigate the inflationary costs of providing the preneed funeral and cemetery merchandise and services in the future at the prices that were guaranteed at the time of sale. Also, we are required by state and provincial law to pay a portion of the proceeds from the preneed or atneed sale of cemetery property interment rights into perpetual care trusts. For these investments, the original corpus generally remains in the trust in perpetuity and the earnings or elected distributions are withdrawn as allowed to defray the expenses to maintain the cemetery property. While many states require that net capital gains or losses be retained and added to the corpus, certain states allow the net realized capital gains and losses to be included in the earnings that are distributed. Additionally, some states allow a total return distribution that may contain elements of income, capital appreciation, and principal.
Independent trustees manage and invest the majority of the funds deposited into the funeral and cemetery merchandise and service trusts as well as the cemetery perpetual care trusts. The majority of the trustees are selected based on their respective geographic footprint and qualifications per state and provincial regulations. Most of the trustees engage the same independent investment managers. These trustees, with input from SCI's wholly-owned registered investment advisor, establish an investment policy that serves as an operating document to guide the investment activities of the trusts including asset allocation and manager selection. The investments are also governed by state and provincial guidelines. All of the trusts
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seek to control risk and volatility through a combination of asset classes, investment styles, and a diverse mix of investment managers.
Asset allocation is based on the liability structure of each funeral, cemetery, and perpetual care trust. Based on the various criteria set forth in the investment policy, the investment advisor recommends investment managers to the trustees. The primary investment objectives for the funeral and cemetery merchandise and service trusts include 1) preserving capital within acceptable levels of volatility and risk and 2) achieving growth of principal over time sufficient to preserve and increase the purchasing power of the assets. Preneed funeral and cemetery contracts generally take several years to mature; therefore, the funds associated with these contracts are often invested through several market cycles.
Where allowed by state and provincial regulations, the cemetery perpetual care trusts’ primary investment objectives are growth-oriented to provide for a fixed distribution rate from the trusts’ assets. Where such distributions are limited to ordinary income, the cemetery perpetual care trusts’ investment objectives emphasize providing a steady stream of current investment income with some capital appreciation. Both types of distributions are used to provide for the current and future maintenance and beautification of the cemetery properties.
As of September 30, 2024, approximately 98% of our trusts were under the control and custody of four large financial institutions. The U.S. trustees primarily use four managed limited liability companies (LLCs), two for funeral and cemetery merchandise and service trust types and two for the cemetery perpetual care trust types, each with an independent trustee as custodian. Each financial institution acting as trustee, manages its allocation of trust assets in accordance with the investment policy through the purchase of the appropriate LLCs' units. For those accounts not eligible for participation in the LLCs or where a particular state's regulations contain other investment restrictions, the trustee utilizes institutional mutual funds that comply with our investment policy or with such state restrictions. The U.S. trusts include a modest allocation to alternative investments. These alternative investments are held in vehicles structured as LLCs and are managed by certain trustees. The trusts that are eligible to allocate a portion of their investments to alternative investments, purchase units of the respective alternative investment LLCs.
Investment Structures
The managed LLCs use the following structures for investments:
Commingled funds allow the trusts to access, at a reduced cost, some of the same investment managers and strategies used elsewhere in the portfolios.
Separately managed accounts are trusts that utilize separately managed accounts, where appropriate, to reduce the costs to the investment portfolios.
Mutual funds employ institutional share class mutual funds where operationally or economically efficient. These mutual funds are utilized to invest in various asset classes including U.S. equities, non-U.S. equities, corporate bonds, government bonds, high yield bonds, and commodities, all of which are governed by guidelines outlined in their individual prospectuses.
Asset Classes
Equity investments have historically provided long-term capital appreciation in excess of inflation. The trusts have direct investments in individual equity securities primarily in domestic equity portfolios that include large, mid, and small capitalization companies of different investment styles (i.e., growth and value). The majority of the equity allocation is managed by institutional investment managers that specialize in an objective-specific area of expertise. Our equity securities are exposed to market risk; however, we believe these securities are well-diversified. As of September 30, 2024, the largest single equity position represented approximately 1% of the total securities portfolio.
Fixed income investments are intended to preserve principal, provide a source of current income, and reduce overall portfolio volatility. The majority of the fixed income allocation for the trusts is invested in institutional share class mutual funds. Where the trusts have direct investments in individual fixed income securities, these are primarily in government and corporate instruments.
Canadian government fixed income securities are investments in Canadian federal and provincial government instruments. In many cases, regulatory restrictions mandate that the funds from the sales of preneed funeral and cemetery contracts sold in certain Canadian jurisdictions must be invested in these instruments.
Alternative investments serve to provide high rates of return with reduced volatility and lower correlation to publicly-traded securities. These investments are typically longer term in duration and are diversified by strategy, sector, manager, geography, and vintage year. The investments consist of numerous limited partnerships invested in private equity, private market real estate, energy and natural resources, infrastructure, transportation, and private debt including both distressed debt and mezzanine financing. The trustees that have oversight of their respective alternative LLCs work closely with the investment advisor in making all investment decisions.
FORM 10-Q 35
PART I
Trust Performance
During the nine months ended September 30, 2024, the Standard and Poor’s 500 Index increased 22.1% and the Bloomberg’s US Aggregate Bond Index decreased 4.5%. This compares to SCI trusts that returned 12.8% during the same period, which exceeded our internal custom benchmark. The SCI trusts have a diversified allocation of approximately 60% equities, 27% fixed income securities, 9% alternative and other investments with the remaining 5% available in money market funds.
Recognized trust fund income (realized and unrealized) related to our preneed trust investments was $134.3 million and $121.3 million for the nine months ended September 30, 2024 and 2023, respectively. Recognized trust fund income (realized and unrealized) related to our cemetery perpetual care trust investments was $73.5 million and $63.5 million for the nine months ended September 30, 2024 and 2023, respectively. The increase in recognized trust fund income is primarily due to the market returns experienced over the trailing twelve month period.
SCI, the trustees, and the investment advisor monitor the capital markets and the trusts on an on-going basis. The trustees, with input from the investment advisor, take prudent action as needed to achieve the investment goals and objectives of the trusts.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.