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CARRIAGE SERVICES INC

For the period ended Mar 31, 2024. Filed May 3, 2024.

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About this filing

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.

Mar 31, 2024 · Filed May 3, 2024

CSV$28.63+6.8%Stored close · as of Nov 9, 2026

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Condensed Notes to Consolidated Financial Statements

(unaudited)

  1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Carriage Services, Inc. (“Carriage,” the “Company,” “we,” “us,” or “our”) is a leading provider of funeral and cemetery services and merchandise in the United States. Our operations are reported intwo business segments: Funeral Home Operations, which currently accounts for approximately 70% of our total revenue, and Cemetery Operations, which currently accounts for approximately 30% of our total revenue. At March 31, 2024, we operated 165 funeral homes in 26 states and 31 cemeteries in 11 states.

Our funeral home operations are principally service businesses that generate revenue from sales of burial and cremation services and related merchandise, such as caskets and urns. Funeral services include consultation, the removal and preparation of remains, the sale of caskets and related funeral merchandise, the use of funeral home facilities for visitation and memorial services and transportation services. We provide funeral services and products on both an “atneed” (time of death) and “preneed” (planned prior to death) basis.

Our cemetery operations generate revenue primarily through sales of cemetery interment rights (primarily grave sites, lawn crypts, mausoleum spaces and niches), related cemetery merchandise (such as memorial markers, outer burial containers and monuments) and services (interments, inurnments and installation of cemetery merchandise). We provide cemetery services and products on both an atneed and preneed basis.

Principles of Consolidation and Interim Condensed Disclosures

Our unaudited Consolidated Financial Statements include the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. Our interim Consolidated Financial Statements are unaudited, but include all adjustments, which consist of normal, recurring accruals, that are necessary for a fair presentation of our financial position and results of operations as of and for the interim periods presented.

There have been no material changes in our accounting policies previously disclosed in Part II, Item 8 “Financial Statements and Supplementary Data” in Note 1 in our Annual Report on Form 10-K for the year ended December 31, 2023. In addition, our unaudited Consolidated Financial Statements have been prepared in a manner consistent with the accounting principles described in our Annual Report on Form 10-K for the year ended December 31, 2023 unless otherwise disclosed herein, and should be read in conjunction therewith.

Use of Estimates

The preparation of our Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. On an ongoing basis, we evaluate our critical estimates and judgments, which include those related to the impairment of goodwill and the fair value measurements used in business combinations. These policies are considered critical because they may result in fluctuations in our reported results from period to period due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. Actual results may differ from these estimates and such estimates may change if the underlying conditions or assumptions change. Historical performance should not be viewed as indicative of future performance because there can be no assurance the margins, operating income and net earnings, as a percentage of revenue, will be consistent from period to period.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Inventory

Inventory consists primarily of caskets, outer burial containers and cemetery monuments and markers and is recorded at the lower of its cost basis or net realizable value. Inventory is relieved using specific identification in fulfillment of performance obligations on our contracts.

  • 7 -

Deferred Revenue

During the three months ended March 31, 2023, we withdrew $7.0 million of realized capital gains and earnings from our preneed funeral and cemetery trust investments. We did not withdraw any realized capital gains and earnings from our preneed trust investments during the three months ended March 31, 2024. In certain states, we are allowed to make these withdrawals prior to the delivery of preneed merchandise and service contracts. The realized capital gains and earnings withdrawn increase our cash flow from operations, but are not recognized as revenue in our Consolidated Statements of Operations, however, they reduce our Preneed funeral trust investmentsand Preneed cemetery trust investmentsand increase our Deferred preneed funeral revenueand Deferred preneed cemetery revenue.

Property, Plant and Equipment

Property, plant and equipment is comprised of the following (in thousands):

December 31, 2023March 31, 2024
Land$87,635$86,888
Buildings and improvements263,522260,864
Furniture, equipment and vehicles74,37272,880
Property, plant and equipment, at cost425,529420,632
Less: accumulated depreciation(138,045)(138,667)
Property, plant and equipment, net$287,484$281,965

During the three months ended March 31, 2024, we sold six funeral homes and one cemetery that had a carrying value of property, plant and equipment of $3.1 million, which was included in the loss on sale and recorded in Net loss on divestitures, disposals and impairment chargeson our Consolidated Statements of Operations.

During the three months ended March 31, 2023, we acquired $12.8 million of property, plant and equipment related to our acquisition of a business located in Bakersfield, CA, as more fully described in Note 3 to the Consolidated Financial Statements.

Our growth and maintenance capital expenditures totaled $2.9 million and $1.6 million for the three months ended March 31, 2023 and 2024, respectively. In addition, we recorded depreciation expense of $3.5 million and $3.6 million for the three months ended March 31, 2023 and 2024, respectively.

Cemetery Property

Cemetery property was $114.6 million and $114.0 million, net of accumulated amortization of $64.6 million and $66.2 million at December 31, 2023 and March 31, 2024, respectively. When cemetery property is sold, the value of the cemetery property (interment right costs) is expensed as amortization using the specific identification method in the period in which the sale of the interment right is recognized as revenue. Our growth capital expenditures for cemetery property development totaled $2.1 million and $2.0 million for the three months ended March 31, 2023 and 2024, respectively. We recorded amortization expense for cemetery interment rights of $1.2 million and $1.8 million for the three months ended March 31, 2023 and 2024, respectively.

During the three months ended March 31, 2024, we sold one cemetery that had a carrying value of cemetery property of $0.8 million, which was included in the loss on sale and recorded in Net loss on divestitures, disposals and impairment chargeson our Consolidated Statements of Operations.

During the three months ended March 31, 2023, we acquired cemetery property for $9.0 million related to our acquisition of a business located in Bakersfield, CA, as more fully described in Note 3 to the Consolidated Financial Statements. We also soldtwo cemeteries that had a carrying value of cemetery property of $0.8 million, which was included in the loss on sale and recorded in Net loss on divestitures, disposals and impairment chargeson our Consolidated Statements of Operations.

Income Taxes

Income tax expense was $3.5 million and $3.7 million for the three months ended March 31, 2023 and 2024, respectively. Our operating tax rate before discrete items was 28.9% and 32.8% for the three months ended March 31, 2023 and 2024, respectively.

Subsequent Events

We have evaluated events and transactions during the period subsequent to March 31, 2024 through the date the financial statements were issued for potential recognition or disclosure in the accompanying financial statements covered by this report.

  • 8 -
  1. RECENTLY ISSUED ACCOUNTING STANDARDS

Segment Reporting

In November 2023, the FASB issued ASU, Segment Reporting - Improvements to Reportable Segment Disclosures (“Topic 280”) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require that a public entity disclose, on an annual and interim basis (1) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; and (2) an amount for other segment items, as described in the amendments, by reportable segment and a description of its composition. Additionally, the amendments require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and therefore were effective for us for our fiscal year beginning January 1, 2024 and for interim periods within our fiscal year beginning January 1, 2025. We expect the adoption will have no impact on our Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

Income Taxes

In December 2023, the FASB issued ASU, Income Taxes - Improvements to Income Tax Disclosures (“Topic 740”) to enhance the transparency about income tax information through improvements to income tax disclosures primarily related to rate reconciliation and income taxes paid information. The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation; and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (loss) by the applicable statutory income tax rate). The amendments in this update also require that all entities disclose on an annual basis (1) the amount of net income taxes paid disaggregated by federal and state taxes; and (2) the amount of net income taxes paid disaggregated by individual jurisdictions in which net income taxes paid is equal to or greater than five percent of total net income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We plan to adopt the amendments of Topic 740 for our fiscal year beginning January 1, 2025. We expect the adoption will have no impact on our Consolidated Financial Statements.

  1. BUSINESS COMBINATIONS

Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any difference between the price of the acquisition and fair value. We recognize the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at the acquisition date, measured at the fair value as of that date. Acquisition related costs are recognized separately from the acquisition and are expensed as incurred. We customarily estimate related transaction costs known at closing. To the extent that information not available to us at the closing date subsequently becomes available during the measurement period, we may adjust goodwill, intangible assets, assets or liabilities associated with the acquisition.

We did not acquire any businesses during the three months ended March 31, 2024. On March 22, 2023, we acquired a business consisting ofthree funeral homes, two cemeteries andone cremation focused business in the Bakersfield, CA area for $44.0 million in cash. We acquired substantially all of the assets and assumed certain operating liabilities of this business.

The pro forma impact of this acquisition on prior periods is not presented, as the impact is not significant to our reported results. The results of the acquired business are reflected in our Consolidated Statements of Operations from the date of acquisition.

  • 9 -

The following table summarizes the breakdown of the purchase price allocation for our Bakersfield, CA business acquisition (in thousands):

Initial Purchase Price AllocationAdjustmentsAdjusted Purchase Price Allocation
Current assets$7,087$131$7,218
Preneed trust assets—11,42811,428
Property, plant & equipment12,57724512,822
Cemetery property9,035—9,035
Goodwill13,612(106)13,506
Intangible and other non-current assets3,763—3,763
Assumed liabilities(300)(66)(366)
Preneed trust liabilities—(11,428)(11,428)
Deferred revenue(1,774)(204)(1,978)
Purchase price$44,000$—$44,000

The current assets relate to accounts receivable and inventory. The intangible and other non-current assets relate to the fair value of tradenames and right-of-use operating lease assets. The assumed liabilities relate to operating lease obligations and commissions payable. As of December 31, 2023, our accounting for this acquisition was complete.

The following table summarizes the fair value of the assets acquired and liabilities assumed for this business (in thousands):

Acquisition DateType of BusinessMarketAssets Acquired (ExcludingGoodwill)GoodwillRecordedLiabilitiesand DebtAssumed
March 22, 2023Three Funeral Homes, Two Cemeteries and One Cremation Focused BusinessBakersfield, CA$44,266$13,506$(13,772)
  1. GOODWILL

The following table presents changes in goodwill in the accompanying Consolidated Balance Sheet (in thousands):

December 31, 2023March 31, 2024
Goodwill at the beginning of the period$410,137$423,643
Increase in goodwill related to acquisitions13,506—
Decrease in goodwill related to divestitures—(8,748)
Goodwill at the end of the period$423,643$414,895

During the three months ended March 31, 2024, we allocated $8.7 million of goodwill to the sale of six funeral homes and one cemetery for a loss recorded in Net loss on divestitures, disposals and impairments charges, of which $7.8 million was allocated to our funeral homes segment and $1.0 million was allocated to our cemetery segment.

During the three months ended March 31, 2023, we recognized $13.5 million in goodwill related to our acquisition of a business located in Bakersfield, CA, of which $4.5 million was allocated to our cemetery segment and $9.0 million was allocated to our funeral home segment.

  1. DIVESTED OPERATIONS

During the three months ended March 31, 2024, we soldsix funeral homes andone cemetery for an aggregate of $10.9 million. During the three months ended March 31, 2023, we soldone funeral home and two cemeteries for an aggregate of $0.8 million.

  • 10 -

The operating results of these divested funeral homes and cemeteries are reflected on our Consolidated Statements of Operations as shown in the table below (in thousands):

Three months ended March 31,
20232024
Revenue$66$1,151
Operating income26122
Loss on divestitures(1)(82)(1,501)
Income tax benefit16452
Net loss from divested operations, after tax$(40)$(927)
(1)Loss on divestitures is recorded in Net loss on divestitures, disposals and impairments charges on our Consolidated Statements of Operations.
  1. RECEIVABLES

Accounts Receivable

Our funeral receivables are recorded in Accounts receivable, net and primarily consist of amounts due for funeral services already performed.

Atneed cemetery receivables and preneed cemetery receivables with payments expected to be received within one year from the balance sheet date are also recorded in Accounts receivable, net. Preneed cemetery receivables with payments expected to be received beyond one year from the balance sheet date are recorded in Preneed cemetery receivables, net.

Accounts receivable is comprised of the following (in thousands):

March 31, 2024
FuneralCemeteryCorporateTotal
Trade and financed receivables$8,412$19,023$—$27,435
Other receivables388219112719
Allowance for credit losses(302)(1,303)—(1,605)
Accounts receivable, net$8,498$17,939$112$26,549
December 31, 2023
FuneralCemeteryCorporateTotal
Trade and financed receivables$8,822$18,459$—$27,281
Other receivables4045952861,285
Allowance for credit losses(266)(1,240)—(1,506)
Accounts receivable, net$8,960$17,814$286$27,060

Other receivables include supplier rebates, commissions due from third party insurance companies and perpetual care income receivables. We do not provide an allowance for credit losses for these receivables as we have historically not had any collectability issues nor do we expect any in the foreseeable future.

The following table summarizes the activity in our allowance for credit losses by segment (in thousands):

January 1, 2024Provision for Credit LossesWrite OffsRecoveriesMarch 31, 2024
Trade and financed receivables:
Funeral$(266)$(238)$459$(257)$(302)
Cemetery(1,240)(208)145—(1,303)
Total allowance for credit losses on trade and financed receivables$(1,506)$(446)$604$(257)$(1,605)

Balances due on undelivered preneed funeral trust contracts have been reclassified to reduce Deferred preneed funeral revenue on our Consolidated Balance Sheet of $10.7 million at both December 31, 2023 and March 31, 2024. As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods. However, we estimate an average maturity period of ten years for preneed funeral contracts.

  • 11 -

Cemetery Receivables

Our cemetery receivables are comprised of the following (in thousands):

December 31, 2023March 31, 2024
Interment rights$60,863$63,328
Merchandise and services11,22311,314
Unearned finance charges5,6695,884
Cemetery receivables$77,755$80,526

The components of our cemetery receivables are as follows (in thousands):

December 31, 2023March 31, 2024
Cemetery receivables$77,755$80,526
Less: unearned finance charges(5,669)(5,884)
Cemetery receivables, at amortized cost$72,086$74,642
Less: allowance for credit losses(3,495)(3,602)
Less: balances due on undelivered cemetery preneed contracts(15,797)(16,466)
Less: amounts in accounts receivable(17,219)(17,720)
Preneed cemetery receivables, net$35,575$36,854

The following table summarizes the activity in our allowance for credit losses for Preneed cemetery receivables, net (in thousands):

January 1, 2024Provision for Credit LossesWrite OffsMarch 31, 2024
Total allowance for credit losses on Preneed cemetery receivables, net$(2,255)$(336)$292$(2,299)

The amortized cost basis of our cemetery receivables by year of origination at March 31, 2024 is as follows (in thousands):

20242023202220212020PriorTotal
Total preneed cemetery receivables, at amortized cost$12,395$29,871$17,435$8,853$3,818$2,270$74,642

The aging of past due cemetery receivables at March 31, 2024 is as follows (in thousands):

31-60Past Due61-90Past Due91-120Past Due>120Past DueTotal PastDueCurrentTotal
Recognized revenue$2,418$512$333$3,635$6,898$51,278$58,176
Deferred revenue4441281411,2341,94720,40322,350
Total contracts$2,862$640$474$4,869$8,845$71,681$80,526

Balances due on undelivered preneed cemetery contracts have been reclassified to reduce Deferred preneed cemetery revenue on our Consolidated Balance Sheet. The transaction price allocated to preneed merchandise and service performance obligations that were unfulfilled were $15.8 million and $16.5 million at December 31, 2023 and March 31, 2024, respectively. As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods. However, we estimate an average maturity period of eight years for preneed cemetery contracts.

  1. FAIR VALUE MEASUREMENTS

We evaluated our financial assets and liabilities for those that met the criteria of the disclosure requirements and fair value framework. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate the fair values of those instruments due to the short-term nature of the instruments. The fair values of our receivables on preneed cemetery contracts are impracticable to estimate because of the lack of a trading market and the diverse number of individual contracts with varying terms. Our acquisition debt and Credit Facility (as defined in Note 11) and Senior Notes (as defined in Note 12) are classified within Level 2 of the Fair Value Measurements hierarchy.

At March 31, 2024, the carrying value and fair value of our Credit Facility was $154.1 million. We believe that our Credit Facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and therefore, the carrying value of our Credit Facility approximates fair value. We estimate the fair value of our acquisition debt utilizing an income approach, which uses a present value calculation to discount payments based on current market rates as

  • 12 - of the reporting date. At March 31, 2024, the carrying value of our acquisition debt was $6.0 million, which approximated its fair value. The fair value of our Senior Notes was $355.2 million at March 31, 2024 based on the last traded or broker quoted price.

We identified investments in fixed income securities, common stock and mutual funds presented within the preneed and perpetual care trust investments categories on our Consolidated Balance Sheet as having met the criteria for fair value measurement. Where quoted prices are available in an active market, investments held by the trusts are classified as Level 1 investments pursuant to the three-level valuation hierarchy. Our Level 1 investments include cash, U.S. treasury debt, common stock and equity mutual funds. Where quoted market prices are not available for the specific security, then fair values are estimated by using quoted prices of similar securities in active markets or inputs other than quoted prices that can corroborate observable market data. These investments are fixed income securities, including U.S. agency obligations, foreign debt, corporate debt, preferred stocks, certificates of deposit and fixed income mutual funds and other investments, all of which are classified within Level 2 of the valuation hierarchy.

In addition, we have an investment in a limited partnership fund, whose fair value has been estimated using the net asset value per share practical expedient described in ASC 820-10-35-59, Fair Value Measurement of Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) and therefore, has not been classified in the fair value hierarchy. The investment strategy of this fund is to generate attractive, risk-adjusted returns over a multi-year performance period through the construction of a concentrated portfolio of investments possessing certain distinct business attributes that suggest the potential for long-term value creation. Beginning March 31, 2024, the agreement permits us to withdraw a percentage of the value of the investments in this fund through quarterly withdrawal dates with the intention to permit withdrawal of the entire investment over twelve successive withdrawal dates. Our unfunded commitment for this investment at March 31, 2024 was $10.0 million.

Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost. See Notes 8 and 9 to our Consolidated Financial Statements for the fair value hierarchy levels of our trust investments.

  1. TRUST INVESTMENTS

Preneed trust investments represent trust fund assets that we are generally permitted to withdraw as the services and merchandise are provided to customers. Preneed funeral and cemetery contracts are secured by payments from customers, less amounts not required by law to be deposited into trust. These earnings are recognized in Other revenue on our Consolidated Statements of Operations, when a service is performed or merchandise is delivered. Trust management fees charged by our wholly-owned registered investment advisory firm are included as revenue in the period in which they are earned. Our investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. We do not intend to sell and it is likely that we will not be required to sell the securities prior to their anticipated recovery.

Cemetery perpetual care trust investments represent a portion of the proceeds from the sale of cemetery property interment rights that we are required by various state laws to deposit into perpetual care trust funds. The income earned from these perpetual care trusts offsets maintenance expenses for cemetery property and memorials. This trust fund income is recognized in Other revenue.

Changes in the fair value of our trust fund assets (Preneed funeral, cemetery and perpetual care trust investments) are offset by changes in the fair value of our trust fund liabilities (Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus) and reflected in Other, net. There is no impact on earnings until such time the services are performed or the merchandise is delivered, causing the contract to be withdrawn from the trust in accordance with state regulations and the gain or loss is allocated to the contract.

We rely on our trust investments to provide funding for the various contractual obligations that arise upon maturity of the underlying preneed contracts. Because of the long-term relationship between the establishment of trust investments and the required performance of the underlying contractual obligations, the impact of current market conditions that may exist at any given time is not necessarily indicative of our ability to generate profit on our future performance obligations.

Preneed Cemetery Trust Investments

The components of Preneed cemetery trust investments on our Consolidated Balance Sheet are as follows (in thousands):

December 31, 2023March 31, 2024
Preneed cemetery trust investments, at market value$99,461$101,990
Less: allowance for contract cancellation(3,087)(3,233)
Preneed cemetery trust investments$96,374$98,757
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The cost and market values associated with preneed cemetery trust investments at March 31, 2024 are detailed below (in thousands):

Fair Value Hierarchy Level · Cost · UnrealizedGains · UnrealizedLosses · Fair MarketValue
Cash and money market accounts1$21,052$—$—$21,052
Fixed income securities:
U.S. agency obligations2664—(56)608
Foreign debt27,8491,454(14)9,289
Corporate debt215,489257(2,508)13,238
Preferred stock211,296492(1,790)9,998
Certificates of deposit279—(7)72
Common stock134,6792,459(5,314)31,824
Limited partnership fund3,611301—3,912
Mutual funds:
Equity154633(21)558
Fixed income212,49034(2,279)10,245
Trust securities$107,755$5,030$(11,989)$100,796
Accrued investment income$1,194$1,194
Preneed cemetery trust investments$101,990
Market value as a percentage of cost93.5%
Due in one year or less$136
Due in one to five years12,662
Due in five to ten years3,303
Thereafter17,104
Total fixed income securities$33,205

The cost and market values associated with preneed cemetery trust investments at December 31, 2023 are detailed below (in thousands):

Fair Value Hierarchy Level · Cost · UnrealizedGains · UnrealizedLosses · Fair MarketValue
Cash and money market accounts1$9,643$—$—$9,643
Fixed income securities:
U.S. agency obligations28031(51)753
Foreign debt27,7641,371(17)9,118
Corporate debt215,071342(3,657)11,756
Preferred stock210,965473(1,572)9,866
Certificate of deposit279—(7)72
Common stock143,0579,466(7,935)44,588
Limited partnership fund3,575—(3)3,572
Mutual funds:
Equity155310(30)533
Fixed income211,36916(2,759)8,626
Trust Securities$102,879$11,679$(16,031)$98,527
Accrued investment income$934$934
Preneed cemetery trust investments$99,461
Market value as a percentage of cost95.8%
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The following table summarizes our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at March 31, 2024, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

March 31, 2024
In Loss Position Less than 12 monthsIn Loss Position Greater than 12 monthsTotal
Fair Market ValueUnrealized LossesFair Market ValueUnrealized LossesFair Market ValueUnrealized Losses
Fixed income securities:
U.S. agency obligations$—$—$608$(56)$608$(56)
Foreign debt——501(14)501(14)
Corporate debt685(16)5,046(2,492)5,731(2,508)
Preferred stock941(4)7,708(1,786)8,649(1,790)
Certificates of deposit——73(7)73(7)
Total fixed income securities with an unrealized loss$1,626$(20)$13,936$(4,355)$15,562$(4,375)

The following table summarizes our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at December 31, 2023, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

December 31, 2023
In Loss Position Less than 12 monthsIn Loss Position Greater than 12 monthsTotal
Fair Market ValueUnrealized LossesFair Market ValueUnrealized LossesFair Market ValueUnrealized Losses
Fixed income securities:
U.S. agency obligations$—$—$613$(51)$613$(51)
Foreign debt284(5)209(12)493(17)
Corporate debt666(62)4,239(3,595)4,905(3,657)
Preferred stock45—7,821(1,572)7,866(1,572)
Certificates of deposit——72(7)72(7)
Total fixed income securities with an unrealized loss$995$(67)$12,954$(5,237)$13,949$(5,304)

Preneed cemetery trust investment security transactions recorded in Other, neton our Consolidated Statements of Operations are as follows (in thousands):

Three months ended March 31,
20232024
Investment income$590$539
Realized gains1,27310,576
Realized losses(877)(3,764)
Unrealized losses, net(12,153)(6,959)
Expenses and taxes(306)(634)
Net change in deferred preneed cemetery receipts held in trust11,473242
$—$—

Purchases and sales of investments in the preneed cemetery trusts are as follows (in thousands):

Three months ended March 31,
20232024
Purchases$(6,354)$(4,326)
Sales3,04516,560
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Preneed Funeral Trust Investments

Preneed funeral trust investments represent trust fund assets that we are permitted to withdraw as services and merchandise are provided to customers. Preneed funeral contracts are secured by payments from customers, less retained amounts not required to be deposited into trust.

The components of Preneed funeral trust investments on our Consolidated Balance Sheet are as follows (in thousands):

December 31, 2023March 31, 2024
Preneed funeral trust investments, at market value$111,247$113,377
Less: allowance for contract cancellation(3,405)(3,544)
Preneed funeral trust investments$107,842$109,833

The cost and market values associated with preneed funeral trust investments at March 31, 2024 are detailed below (in thousands):

Fair Value Hierarchy Level · Cost · UnrealizedGains · UnrealizedLosses · Fair MarketValue
Cash and money market accounts1$39,108$—$—$39,108
Fixed income securities:
U.S treasury debt1405—(37)368
Foreign debt27,2171,346(13)8,550
Corporate debt213,931237(2,162)12,006
Preferred stock210,084455(1,645)8,894
Common stock130,2772,170(4,557)27,890
Limited partnership fund3,342278—3,620
Mutual funds:
Equity13978(19)386
Fixed income210,35327(1,936)8,444
Other investments23,046——3,046
Trust securities$118,160$4,521$(10,369)$112,312
Accrued investment income$1,065$1,065
Preneed funeral trust investments$113,377
Market value as a percentage of cost95.1%
Due in one year or less$80
Due in one to five years11,310
Due in five to ten years2,962
Thereafter15,466
Total fixed income securities$29,818
  • 16 -

The cost and market values associated with preneed funeral trust investments at December 31, 2023 are detailed below (in thousands):

Fair Value Hierarchy Level · Cost · UnrealizedGains · UnrealizedLosses · Fair MarketValue
Cash and money market accounts1$26,707$—$—$26,707
Fixed income securities:
U.S. treasury debt1451—(34)417
Foreign debt27,3001,297(16)8,581
Corporate debt213,848323(3,255)10,916
Preferred stock29,786442(1,468)8,760
Common stock138,6008,858(6,855)40,603
Limited partnership fund3,383—(2)3,381
Mutual funds:
Equity14013(29)375
Fixed income29,51315(2,383)7,145
Other investments23,510——3,510
Trust securities$113,499$10,938$(14,042)$110,395
Accrued investment income$852$852
Preneed funeral trust investments$111,247
Market value as a percentage of cost97.3%

The following table summarizes our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at March 31, 2024, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

March 31, 2024
In Loss Position Less than 12 monthsIn Loss Position Greater than 12 monthsTotal
Fair Market ValueUnrealized LossesFair Market ValueUnrealized LossesFair Market ValueUnrealized Losses
Fixed income securities:
U.S. treasury debt$—$—$368$(37)$368$(37)
Foreign debt——464(13)464(13)
Corporate debt635(14)4,423(2,148)5,058(2,162)
Preferred stock830(4)6,817(1,641)7,647(1,645)
Total fixed income securities with an unrealized loss$1,465$(18)$12,072$(3,839)$13,537$(3,857)

The following table summarizes our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at December 31, 2023, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

December 31, 2023
In Loss Position Less than 12 monthsIn Loss Position Greater than 12 monthsTotal
Fair Market ValueUnrealized LossesFair Market ValueUnrealized LossesFair Market ValueUnrealized Losses
Fixed income securities:
U.S. treasury debt$—$—$371$(34)$371$(34)
Foreign debt269(5)198(11)467(16)
Corporate debt630(59)3,802(3,196)4,432(3,255)
Preferred stock——7,078(1,468)7,078(1,468)
Total fixed income securities with an unrealized loss$899$(64)$11,449$(4,709)$12,348$(4,773)
  • 17 -

Preneed funeral trust investment security transactions recorded in Other, neton the Consolidated Statements of Operations are as follows (in thousands):

Three months ended March 31,
20232024
Investment income$486$436
Realized gains1,2409,780
Realized losses(837)(3,209)
Unrealized losses, net(10,585)(5,848)
Expenses and taxes(192)(371)
Net change in deferred preneed funeral receipts held in trust9,888(788)
$—$—

Purchases and sales of investments in the preneed funeral trusts are as follows (in thousands):

Three months ended March 31,
20232024
Purchases$(6,063)$(4,003)
Sales2,94315,118

Cemetery Perpetual Care Trust Investments

Care trusts’ corpus on our Consolidated Balance Sheet represents the corpus of those trusts plus undistributed income. The components of Care trusts’ corpus are as follows (in thousands):

December 31, 2023March 31, 2024
Cemetery perpetual care trust investments, at market value$85,331$87,802
Obligations (due from) due to trust(980)198
Care trusts’ corpus$84,351$88,000

The following table reflects the cost and market values associated with the trust investments held in cemetery perpetual care trust funds at March 31, 2024 (in thousands):

Fair Value Hierarchy Level · Cost · UnrealizedGains · UnrealizedLosses · Fair MarketValue
Cash and money market accounts1$17,744$—$—$17,744
Fixed income securities:
Foreign debt27,1161,239(15)8,340
Corporate debt213,736258(2,315)11,679
Preferred stock210,239415(1,609)9,045
Common stock129,3012,135(4,563)26,873
Limited partnership fund3,047254—3,301
Mutual funds:
Equity145824(18)464
Fixed income211,16778(1,952)9,293
Trust securities$92,808$4,403$(10,472)$86,739
Accrued investment income$1,063$1,063
Cemetery perpetual care investments$87,802
Market value as a percentage of cost93.5%
  • 18 -
Due in one year or less$—
Due in one to five years10,687
Due in five to ten years2,905
Thereafter15,472
Total fixed income securities$29,064

The following table reflects the cost and market values associated with the trust investments held in cemetery perpetual care trust funds at December 31, 2023 (in thousands):

Fair Value Hierarchy Level · Cost · UnrealizedGains · UnrealizedLosses · Fair MarketValue
Cash and money market accounts1$6,688$—$—$6,688
Fixed income securities:
Foreign debt27,1011,177(18)8,260
Corporate debt213,491334(3,367)10,458
Preferred stock210,723415(1,435)9,703
Common stock136,4138,098(6,580)37,931
Limited partnership fund3,042—(2)3,040
Mutual funds:
Equity14675(26)446
Fixed income210,32614(2,382)7,958
Trust securities$88,251$10,043$(13,810)$84,484
Accrued investment income$847$847
Cemetery perpetual care investments$85,331
Market value as a percentage of cost95.7%

The following table summarizes our fixed income securities (excluding mutual funds) within our cemetery perpetual care trust investment in an unrealized loss position at March 31, 2024, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

March 31, 2024
In Loss Position Less than 12 monthsIn Loss Position Greater than 12 monthsTotal
Fair Market ValueUnrealized LossesFair Market ValueUnrealized LossesFair Market ValueUnrealized Losses
Fixed income securities:
Foreign debt$—$—$622$(15)$622$(15)
Corporate debt578(13)4,588(2,302)5,166(2,315)
Preferred stock757(4)7,151(1,605)7,908(1,609)
Total fixed income securities with an unrealized loss$1,335$(17)$12,361$(3,922)$13,696$(3,939)
  • 19 -

The following table summarizes our fixed income securities (excluding mutual funds) within our perpetual care trust investment in an unrealized loss position at December 31, 2023, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):

December 31, 2023
In Loss Position Less than 12 monthsIn Loss Position Greater than 12 monthsTotal
Fair Market ValueUnrealized LossesFair Market ValueUnrealized LossesFair Market ValueUnrealized Losses
Fixed income securities:
Foreign debt$440$(8)$178$(10)$618$(18)
Corporate debt567(53)3,879(3,314)4,446(3,367)
Preferred stock——7,301(1,435)7,301(1,435)
Total fixed income securities with an unrealized loss$1,007$(61)$11,358$(4,759)$12,365$(4,820)

Cemetery perpetual care trust investment security transactions recorded in Other, neton our Consolidated Statements of Operations are as follows (in thousands):

Three months ended March 31,
20232024
Realized gains$160$1,306
Realized losses(177)(426)
Unrealized losses, net(9,073)(6,069)
Net change in care trusts’ corpus9,0905,189
Total$—$—

Cemetery perpetual care trust investment security transactions recorded in Other revenue are as follows (in thousands):

Three months ended March 31,
20232024
Investment income$3,197$3,129
Realized losses, net(456)(374)
Total$2,741$2,755

Purchases and sales of investments in the cemetery perpetual care trusts are as follows (in thousands):

Three months ended March 31,
20232024
Purchases$(4,401)$(3,649)
Sales2,21014,661
  1. RECEIVABLES FROM PRENEED FUNERAL TRUSTS

Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost. Receivables from preneed funeral trusts are as follows (in thousands):

December 31, 2023March 31, 2024
Preneed funeral trust funds, at cost$22,196$22,301
Less: allowance for contract cancellation(666)(669)
Receivables from preneed funeral trusts, net$21,530$21,632

The following summary reflects the composition of the assets held in trust and controlled by third parties to satisfy our future obligations related to the underlying preneed funeral contracts at December 31, 2023 and March 31, 2024. The cost basis includes reinvested interest and dividends that have been earned on the trust assets. Fair value includes unrealized gains and losses on trust assets.

  • 20 -

The composition of the preneed funeral trust funds at March 31, 2024 is as follows (in thousands):

HistoricalCost BasisFair Value
Cash and cash equivalents$6,568$6,568
Fixed income investments12,66512,665
Mutual funds and common stocks3,0642,815
Annuities44
Total$22,301$22,052

The composition of the preneed funeral trust funds at December 31, 2023 is as follows (in thousands):

HistoricalCost BasisFair Value
Cash and cash equivalents$6,547$6,547
Fixed income investments12,73212,732
Mutual funds and common stocks2,9132,695
Annuities44
Total$22,196$21,978
  1. INTANGIBLE AND OTHER NON-CURRENT ASSETS

Intangible and other non-current assets are as follows (in thousands):

December 31, 2023March 31, 2024
Tradenames$28,862$28,713
Capitalized commissions on preneed contracts, net of accumulated amortization of $3,788 and $3,980, respectively4,6784,715
Prepaid agreements not-to-compete, net of accumulated amortization of $3,158 and $3,276, respectively1,3351,269
Internal-use software, net of accumulated amortization of $444 and $528, respectively2,4222,835
Other380340
Intangible and other non-current assets, net$37,677$37,872

Tradenames

Our tradenames have indefinite lives and therefore are not amortized.

During the three months ended March 31, 2024, two of the funeral homes that we sold had a carrying value of tradenames of $0.2 million, which was included in the loss on sale and recorded in Net loss on divestitures, disposals and impairment chargeson our Consolidated Statements of Operations.

Capitalized Commissions

We capitalize sales commissions and other direct selling costs related to preneed cemetery merchandise and services and preneed funeral trust contracts as these costs are incremental and recoverable costs of obtaining a contract with a customer. Our capitalized commissions on preneed contracts are amortized on a straight-line basis over the average maturity period often years for our preneed funeral trust contracts andeight years for our preneed cemetery merchandise and services contracts.

Amortization expense was $0.2 million for both the three months ended March 31, 2023 and 2024.

Prepaid Agreements

Prepaid agreements not-to-compete are amortized over the term of the respective agreements, generally ranging fromone toten years. Amortization expense was $0.1 million for both the three months ended March 31, 2023 and 2024.

Internal-use Software

Internal-use software is amortized on a straight-line basis typically over three tofive years. Amortization expense was $0.1 million for both the three months ended March 31, 2023 and 2024.

  • 21 -

The aggregate amortization expense for our capitalized commissions, prepaid agreements and internal-use software as of March 31, 2024 is as follows (in thousands):

Capitalized Commissions · Prepaid Agreements · Internal-use Software
Years ending December 31,
Remainder of 2024$645$345$297
2025803390606
2026737262597
2027653142591
202858278450
Thereafter1,29552294
Total amortization expense$4,715$1,269$2,835
  1. CREDIT FACILITY AND ACQUISITION DEBT

At March 31, 2024, our senior secured revolving credit facility (the “Credit Facility”) was comprised of: (i) a $250.0 million revolving credit facility, including a $15.0 million subfacility for letters of credit and a $10.0 million swingline, and (ii) an accordion or incremental option allowing for future increases in the facility size by an additional amount of up to $75.0 million in the aggregate in the form of increased revolving commitments or incremental term loans. The final maturity of the Credit Facility will occur on May 13, 2026.

Our obligations under the Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the Senior Notes (as defined in Note 12) and certain of our subsequently acquired or organized domestic subsidiaries (collectively, the “Subsidiary Guarantors”).

The Credit Facility contains customary affirmative covenants, including, but not limited to, covenants with respect to the use of proceeds, payment of taxes and other obligations, continuation of the Company’s business and the maintenance of existing rights and privileges, and the maintenance of property and insurance, among others.

In addition, the Credit Facility also contains customary negative covenants, including, but not limited to, covenants that restrict (subject to certain exceptions) the ability of the Company and the Subsidiary Guarantors to incur indebtedness, grant liens, make investments, engage in mergers and acquisitions, pay dividends and make other restricted payments, and certain financial maintenance covenants. At March 31, 2024, we were subject to the following financial covenants under our Credit Facility: (A) a Total Leverage Ratio not to exceed 5.50 to 1.00 and (B) a Fixed Charge Coverage Ratio (as defined in the Credit Facility) of not less than 1.20 to 1.00 as of the end of any period of four consecutive fiscal quarters. These financial maintenance covenants are calculated for the Company and its subsidiaries on a consolidated basis. We were in compliance with all of the covenants contained in our Credit Facility at March 31, 2024.

Our Credit Facility and acquisition debt consisted of the following (in thousands):

December 31, 2023March 31, 2024
Credit Facility$179,100$154,100
Debt issuance costs, net of accumulated amortization of $2,478 and $2,616, respectively(1,306)(1,168)
Total Credit Facility$177,794$152,932
Acquisition debt$5,998$5,979
Less: current portion(537)(599)
Total acquisition debt, net of current portion$5,461$5,380

At March 31, 2024, we had outstanding borrowings under the Credit Facility of $154.1 million. We also had one letter of credit for $2.6 million under the Credit Facility. The letter of credit will expire on November 25, 2024 and is expected to automatically renew annually and secures our obligations under our various self-insured policies. At March 31, 2024, we had $93.3 million of availability under the Credit Facility.

  • 22 -

The interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):

Three months ended March 31,
20232024
Credit Facility interest expense$3,811$3,916
Credit Facility amortization of debt issuance costs138138

Outstanding borrowings under our Credit Facility bear interest at a prime rate or the Bloomberg Short-Term Bank Yield Index (“BSBY”) rate, plus an applicable margin based on our leverage ratio. At March 31, 2024, the prime rate margin was equivalent to 2.375% and the BSBY rate margin was 3.375%. The weighted average interest rate on our Credit Facility was 7.9% and 8.9% for the three months ended March 31, 2023 and 2024, respectively.

Acquisition debt consists of deferred purchase price and promissory notes payable to sellers. A majority of the deferred purchase price and notes bear no interest and are discounted at imputed interest rates ranging from 6.5% to 7.3%. Original maturities typically range from five totwenty years.

The imputed interest expense related to our acquisition debt is as follows (in thousands):

Three months ended March 31,
20232024
Acquisition debt imputed interest expense$71$104
  1. SENIOR NOTES

The carrying value of our 4.25% senior notes due 2029 (the “Senior Notes”) is reflected on our Consolidated Balance Sheet as follows (in thousands):

December 31, 2023March 31, 2024
Long-term liabilities:
Principal amount$400,000$400,000
Debt discount, net of accumulated amortization of $1,309 and $1,441, respectively(3,191)(3,059)
Debt issuance costs, net of accumulated amortization of $373 and $411, respectively(904)(866)
Carrying value of the Senior Notes$395,905$396,075

At March 31, 2024, the fair value of the Senior Notes, which are Level 2 measurements, was $355.2 million.

The Senior Notes were issued under an indenture, dated as of May 13, 2021 (the “Indenture”), among the Company, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee. The Senior Notes are unsecured, senior obligations and are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by each of the Subsidiary Guarantors. The Senior Notes mature on May 15, 2029, unless earlier redeemed or purchased and bear interest at 4.25% per year, which is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021.

The Indenture contains restrictive covenants limiting our ability and the ability of our Restricted Subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on certain assets to secure debt, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, sell assets, agree to certain restrictions on the ability of Restricted Subsidiaries to make payments to us, consolidate, merge, sell or otherwise dispose of all or substantially all assets, or engage in transactions with affiliates. The Indenture also contains customary events of default.

The interest expense and amortization of debt discount and debt issuance costs related to our Senior Notes are as follows (in thousands):

Three months ended March 31,
20232024
Senior Notes interest expense$4,250$4,250
Senior Notes amortization of debt discount127132
Senior Notes amortization of debt issuance costs3638

The debt discount and the debt issuance costs are being amortized using the effective interest method over the remaining term of approximately 62 months of the Senior Notes. The effective interest rate on the unamortized debt discount and the

  • 23 - unamortized debt issuance costs for the Senior Notes for both the three months ended March 31, 2023 and 2024 was 4.42% and 4.30%, respectively.
  1. LEASES

Our lease obligations consist of operating and finance leases related to real estate, vehicles and equipment. The components of lease cost are as follows (in thousands):

Three months ended March 31,
Income Statement Classification20232024
Operating lease costFacilities and grounds expense(1)$875$978
Short-term lease costFacilities and grounds expense(1)9418
Variable lease costFacilities and grounds expense(1)58104
Finance lease cost:
Depreciation of leased assetsDepreciation and amortization(2)$108$126
Interest on lease liabilitiesInterest expense105125
Total finance lease cost213251
Total lease cost$1,240$1,351
(1)Facilities and grounds expense is included within Cost of service and General, administrative and other on our Consolidated Statements of Operations.
(2)Depreciation and amortization expense is included within Field depreciation expense and General, administrative and other on our Consolidated Statements of Operations.

Supplemental cash flow information related to our leases is as follows (in thousands):

Three months ended March 31,
20232024
Cash paid for operating leases included in operating activities$951$1,071
Cash paid for finance leases included in financing activities223277

Right-of-use assets obtained in exchange for new leases is as follows (in thousands):

Three months ended March 31,
20232024
Right-of-use assets obtained in exchange for new operating lease liabilities$908$852
Right-of-use assets obtained in exchange for new finance lease liabilities——

Supplemental balance sheet information related to leases is as follows (in thousands):

Lease TypeBalance Sheet ClassificationDecember 31, 2023March 31, 2024
Operating lease right-of-use assetsOperating lease right-of-use assets$16,295$16,512
Finance lease right-of-use assetsProperty, plant and equipment, net$8,249$7,870
Accumulated depreciationProperty, plant and equipment, net(3,059)(3,162)
Finance lease right-of-use assets, net$5,190$4,708
Operating lease current liabilitiesCurrent portion of operating lease obligations$2,713$2,840
Finance lease current liabilitiesCurrent portion of finance lease obligations592514
Total current lease liabilities$3,305$3,354
Operating lease non-current liabilitiesObligations under operating leases, net of current portion$15,797$15,802
Finance lease non-current liabilitiesObligations under finance leases, net of current portion5,8315,434
Total non-current lease liabilities$21,628$21,236
Total lease liabilities$24,933$24,590
  • 24 -

The average lease terms and discount rates at March 31, 2024 are as follows:

Weighted-average remaining lease term (years)Weighted-average discount rate
Operating leases7.68.1%
Finance leases10.48.3%

The aggregate future lease payments for non-cancelable operating and finance leases at March 31, 2024 are as follows (in thousands):

Operating · Finance
Lease payments due:
Remainder of 2024$3,210$774
20253,960964
20263,824974
20273,583974
20283,314723
Thereafter6,8544,512
Total lease payments24,7458,921
Less: Interest(6,103)(2,973)
Present value of lease liabilities$18,642$5,948

At March 31, 2024, we had no significant operating or finance leases that had not yet commenced.

  1. STOCKHOLDERS’ EQUITY

Restricted Stock

Restricted stock activity is as follows (in thousands, except shares):

Three months ended March 31,
20232024
SharesFair ValueSharesFair Value
Granted(1)142,020$4,634156,630$3,834
Returned for payroll taxes1,434$4916,315$418
Cancelled2,400$7926,240$841
(1)Restricted stock granted during the three months ended March 31 2023 and 2024 vests over a three-year period, if the employee has remained continuously employed by us during the vesting period, at a weighted average stock price of $32.63 and $24.48, respectively.

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for restricted stock awards of $0.2 million and $0.5 million, for the three months ended March 31, 2023 and 2024, respectively.

Stock Options

Stock option grants and cancellations are as follows (in thousands, except shares):

Three months ended March 31,
20232024
SharesFair ValueSharesFair Value
Granted(1)214,191$2,506370,590$3,830
Cancelled92,440$1,231294,728$3,757
(1)Stock options granted during the three months ended March 31, 2023 and 2024 had a weighted average price of $32.69 and $24.48, respectively. The fair value of these options was calculated using the Black-Scholes option pricing model. The options granted in 2023 and 2024 vest over a three-year period and have a ten-year term. These options will vest if the employee has remained continuously employed by us through the vesting period.
  • 25 -

The fair value of the options granted during the three months ended March 31, 2024 was estimated using the Black-Scholes option pricing model with the following assumptions:

Grant DateFebruary 21, 2024
Expected holding period (years)6.00
Awards granted370,590
Dividend yield1.79%
Expected volatility43.59%
Risk-free interest rate4.31%
Black-Scholes value$10.34

Additional stock option activity is as follows (in thousands, except shares):

Three months ended March 31,
20232024
SharesCashSharesCash
Exercised(1)12,000N/A—N/A
Returned for option price(2)10,145$——$—
Returned for payroll taxes(3)729$21—$—
(1)Stock options exercised during the three months ended March 31, 2023 had a weighted average exercise price of $25.43 with an aggregate intrinsic value of $0.1 million.
(2)Represents shares withheld/cash received for the payment of the option price.
(3)Represents shares withheld/cash paid for the payment of payroll taxes.

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for stock options of $0.7 million and $0.2 million, for the three months ended March 31, 2023 and 2024, respectively.

Performance Awards

Performance award activity is as follows (in thousands, except shares):

Three months ended March 31,
20232024
SharesFair ValueSharesFair Value
Cancelled40,804$1,11980,276$871

For the three months ended March 31, 2023 and 2024, we recorded stock-based compensation expense of $0.1 million and stock-based compensation benefit of $0.4 million, respectively, for performance awards, which is included in General, administrative and other expenses.

Employee Stock Purchase Plan

ESPP activity is as follows (in thousands, except shares):

Three months ended March 31,
20232024
SharesPriceSharesPrice
ESPP21,656$24.2816,296$21.26

The fair value of the right (option) to purchase shares under the ESPP is estimated at the date of purchase with the four quarterly purchase dates using the following assumptions:

2024
Dividend yield1.84%
Expected volatility41.15%
Risk-free interest rate5.46%, 5.24%, 5.02%, 4.80%
Expected life (years)0.25, 0.50, 0.75, 1.00

We recorded stock-based compensation expense, which is included in General, administrative and other expensesand Regional and unallocated funeral and cemetery costs, for the ESPP totaling $0.3 million and $0.2 million for the three months ended March 31, 2023 and 2024, respectively.

  • 26 -

Common Stock

Former Employee

Common stock activity is as follows (in thousands, except shares):

Three months ended March 31,
20232024
SharesFair ValueSharesFair Value
Granted(1)30,000$826—$—
Returned for payroll taxes1,001$28—$—
(1)During the three months ended March 31, 2023, we issued 30,000 shares of common stock to a former executive at a stock price of $27.54, in accordance with his Separation and Release agreement pertaining to his resignation from his position as the Company’s Executive Vice President, Chief Financial Officer & Treasurer effective January 2, 2023.

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for common stock awards of $0.8 million, for the three months ended March 31, 2023.

Good To Great Incentive Program

Common stock issued to certain employees under this incentive program is as follows (in thousands, except shares):

Three months ended March 31,
20232024
SharesFair ValueSharesFair Value
Granted(1)8,444$27631,470$790
(1)Common stock granted during the three months ended March 31, 2023 and 2024 had a grant date stock price of $32.69 and $25.08, respectively.

Non-Employee Director and Board Advisor Compensation

Non-Employee Director and Board Advisor common stock activity is as follows (in thousands, except shares):

Three months ended March 31,
20232024
SharesFair ValueSharesFair Value
Board of Directors(1)3,518$1073,999$108
Advisor to the Board(1)163$5184$5
(1)Common stock granted during the three months ended March 31, 2023 and 2024 had a weighted average price of $30.52 and $27.04, respectively.

We recorded compensation expense, which is included in General, administrative and other expenses, related to annual retainers, including the value of stock granted to non-employee Directors and an advisor to our Board, of $0.2 million and $0.5 million for the three months ended March 31, 2023 and 2024, respectively.

Share Repurchase

We did not repurchase any shares during the three months ended March 31, 2023 and 2024. At March 31, 2024, our share repurchase program had $48.9 million authorized for repurchases.

Cash Dividends

Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):

2024 · Per Share · Dollar Value
March 1st$0.1125$1,686
2023Per ShareDollar Value
March 1st$0.1125$1,661
  • 27 -
  1. EARNINGS PER SHARE

The following table sets forth the computation of the basic and diluted earnings per share (in thousands, except per share data):

Three months ended March 31,
20232024
Numerator for basic and diluted earnings per share:
Net income$8,844$6,973
Less: Earnings allocated to unvested restricted stock(71)(101)
Income attributable to common stockholders$8,773$6,872
Denominator:
Denominator for basic earnings per common share – weighted average shares outstanding14,75814,876
Effect of dilutive securities:
Stock options9917
Performance awards611416
Denominator for diluted earnings per common share – weighted average shares outstanding15,46815,309
Basic earnings per common share:$0.59$0.46
Diluted earnings per common share:$0.57$0.45

Stock options excluded from the computation of diluted earnings per share because the inclusion of such stock options would result in an antidilutive effect are as follows:

Three months ended March 31,
20232024
Antidilutive stock options1,129,2101,564,656

Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. At March 31, 2024, we had satisfied certain performance criteria for the first, second and third predetermined growth targets of our performance awards to be considered outstanding. Therefore, we included these awards in the computation of diluted earnings per share as of the beginning of the reporting period.

  1. SEGMENT REPORTING

Revenue, disaggregated by major source for each of our reportable segments was as follows (in thousands):

FuneralCemeteryTotal
Services$44,807$4,892$49,699
Merchandise22,6594,14026,799
Cemetery property—18,70318,703
Other revenue4,3653,9278,292
Total$71,831$31,662$103,493
FuneralCemeteryTotal
Services$43,602$4,605$48,207
Merchandise22,9693,93426,903
Cemetery property—13,10813,108
Other revenue3,5143,7827,296
Total$70,085$25,429$95,514
  • 28 -

The following table presents operating income (loss), income (loss) before income taxes and total assets (in thousands):

FuneralCemeteryCorporateConsolidated
Operating income (loss):
Three months ended March 31, 2024$23,074$12,642$(16,239)$19,477
Three months ended March 31, 202322,1928,613(10,171)20,634
Income (loss) before income taxes:
Three months ended March 31, 2024$22,869$12,709$(24,856)$10,722
Three months ended March 31, 202322,3338,672(18,659)12,346
Total assets:
March 31, 2024$790,358$452,517$17,644$1,260,519
December 31, 2023802,368448,01817,6661,268,052
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  1. SUPPLEMENTARY DATA

Balance Sheet

The following table presents the detail of certain balance sheet accounts (in thousands):

December 31, 2023March 31, 2024
Prepaid and other current assets:
Prepaid expenses$3,779$3,767
Federal income tax receivable454—
State income tax receivable421—
Other current assets137138
Total prepaid and other current assets$4,791$3,905
Current portion of debt and lease obligations:
Acquisition debt$537$599
Finance lease obligations592514
Operating lease obligations2,7132,840
Total current portion of debt and lease obligations$3,842$3,953
Accrued and other liabilities:
Incentive compensation$13,156$4,548
Vacation3,6473,758
Unrecognized tax benefit3,3823,405
Insurance3,0173,278
Interest2,4096,626
Ad valorem and franchise taxes2,3951,493
Salaries and wages2,2857,061
Perpetual care trust payable1,3581,529
Employee meetings and award trips1,185601
Commissions1,1441,258
Income tax payable—4,732
Other accrued liabilities1,3841,091
Total accrued and other liabilities$35,362$39,380
Other long-term liabilities:
Incentive compensation$1,855$917
Other long-term liabilities—1,025
Total other long-term liabilities$1,855$1,942

Cash Flow

The following information is supplemental disclosure for the Consolidated Statements of Cash Flows (in thousands):

Three months ended March 31,
20232024
Cash paid for interest$3,782$4,083
Cash paid for taxes230461
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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.