# Carriage Services Inc: Form 10-Q for the period ended Mar 31, 2012

- Company: [Carriage Services Inc](/companies/csv.md) (CIK 1016281)
- Form: 10-Q
- Filed: 2012-05-07
- Accepted by EDGAR: May 7, 2012, 19:55 ET
- Period: 2012-03-31
- Accession: 0001193125-12-214941
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1016281/000119312512214941/d344052d10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1016281/000119312512214941/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2012-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2012-01-01 to 2012-03-31 | $52.3m | us-gaap:SalesRevenueNet |
| Cost of revenue | 3 months, 2012-01-01 to 2012-03-31 | $35.4m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2012-01-01 to 2012-03-31 | $16.9m | us-gaap:GrossProfit |
| Operating income | 3 months, 2012-01-01 to 2012-03-31 | $11.4m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2012-01-01 to 2012-03-31 | $4.6m | us-gaap:InterestExpense |
| Income tax | 3 months, 2012-01-01 to 2012-03-31 | $2.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2012-01-01 to 2012-03-31 | $4.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2012-01-01 to 2012-03-31 | $0.24 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2012-01-01 to 2012-03-31 | $0.24 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2012-01-01 to 2012-03-31 | 18,320,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2012-01-01 to 2012-03-31 | $3.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2012-01-01 to 2012-03-31 | $3.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2012-01-01 to 2012-03-31 | $454.0k | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 3 months, 2012-01-01 to 2012-03-31 | $2.7m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2012-03-31 | $869.0k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2012-03-31 | $32.3m | us-gaap:AssetsCurrent |
| Total assets | at 2012-03-31 | $696.5m | us-gaap:Assets |
| Current liabilities | at 2012-03-31 | $27.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2012-03-31 | $564.8m | us-gaap:Liabilities |
| Shareholders' equity | at 2012-03-31 | $131.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 34,173 characters.

### OVERVIEW

#### General

We operate two types of businesses: funeral homes, which account for approximately 75% of our revenues, and cemeteries, which account for approximately 25% of our revenues. Funeral homes are principally service businesses that provide funeral services (traditional burial and cremation) and sell related merchandise, such as caskets and urns. Cemeteries are primarily a sales business that sells interment rights (grave sites and mausoleum spaces) and related merchandise, such as markers and outer burial containers. As of March 31, 2012, we operated 162 funeral homes in 26 states and 32 cemeteries in 11 states within the United States. Substantially all administrative activities are conducted in our home office in Houston, Texas.

We have implemented long-term initiatives in our operations designed to improve operating and financial results by growing market share and increasing profitability. We have a decentralized, entrepreneurial, and local operating model that includes operating and financial standards developed from our best operations, along with an incentive compensation plans to reward business managers for successfully meeting or exceeding the standards. The model essentially eliminates the use of line-item financial budgets in favor of the standards. The operating model and standards, to which we refer as the “Standards Operating Model,” focus on the key drivers of a successful operation, organized around three primary areas – market share, people and operating and financial metrics. The model and standards are the measures by which we judge the success of each business. To date, the Standards Operating Model has driven significant changes in our organization, leadership, and operating practices. Most importantly, the Standards Operating Model allows us to measure the sustainable revenue growth and earning power of our portfolio of deathcare businesses, which then led to the development of our Strategic Acquisition Model, described below under “Acquisitions,” that guides our acquisition and disposition strategies. We expect both models to drive long-term, sustainable increases in market share, revenue, earnings and cash flow. The standards are not designed to produce maximum short-term earnings because we do not believe such performance is sustainable without ultimately stressing the business, which often leads to declining market share, revenues and earnings. Important elements of the Standards Operating Model include:

- *Balanced Operating Model –* We believe a decentralized structure works best in the deathcare industry. Successful execution of the Standards Operating Model is highly dependent on strong local leadership, intelligent risk taking, entrepreneurial drive, and corporate support aligned with what we believe are the key drivers of a successful operation, organized around three primary areas – market share, people and operating and financial metrics.
- *Incentives Aligned with Standards –* Empowering Managing Partners to do the right things in their operations and local communities and providing appropriate support with operating and financial practices, will enable long-term growth and sustainable profitability. Each Managing Partner participates in variable bonus plans whereby he or she earns a percentage of his or her business’ earnings based upon the actual standards achieved. Each Managing Partner has the opportunity to share in the earnings of the business as long as its performance exceeds our minimum standards.
- *The Right Local Leadership –* Successful execution of our operating model is highly dependent on strong local leadership (as defined by our 4E Leadership Model), intelligent risk taking, and entrepreneurial empowerment. Over time, a Managing Partner’s performance is judged according to his or her achievement of the Standards for that business.

#### Funeral and Cemetery Operations

Factors affecting our funeral operating results include: demographic trends in terms of population growth and average age, which impact death rates and number of deaths; establishing and maintaining leading market share positions supported by strong local heritage and relationships; effectively responding to increasing cremation trends by packaging complementary services and merchandise; controlling salary and merchandise costs; and exercising pricing leverage related to our at-need business to increase average revenues per contract. In simple terms, volume and price are the two variables that affect funeral revenues. The average revenue per contract is influenced by the mix of traditional burial and cremation services because our average cremation service revenue is approximately one-third of the average revenue earned from a traditional burial service. Funeral homes have a relatively fixed cost structure. Thus, small changes in revenues, up or down, normally cause significant changes to our profitability.

Our funeral volumes have increased gradually from 23,366 in 2007 to 27,663 in 2011 (compound annual increase of 4.3%). Our funeral operating revenue has increased from $119.2 million in 2007 to $137.0 million in 2011 (compound annual increase of 3.5%). The increases are primarily because of businesses we acquired in 2007 through 2011 and our ability to increase the average revenue per funeral through expanded service offerings and packages. We experienced an increase of 2.2% in volumes and 4.5% in funeral operating revenues in the first three months of 2012 compared to the first three months of 2011, primarily as a result of the acquisitions.

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The percentage of funeral services involving cremations has increased from 35.8% for the year ended 2007 to 46.4% for the year ended 2011, and was 47.2% for the first three months of 2012. A significant portion of that trend is the result of acquiring businesses in high cremation areas. On a same store basis, the cremation rate has risen to 45.6% for the first three months of 2012, up from 42.1% for the year ended December 31, 2011 and 43.7% for the comparable period in 2011.

Cemetery operating results are affected by the size and success of our sales organization. Approximately 50% of our cemetery revenues for the year ended December 31, 2011 related to preneed sales of interment rights and the delivery of related merchandise and services. For the three months ended March 31, 2012, those preneed sales were approximately 49% of cemetery revenues. We believe that changes in the level of consumer confidence (a measure of whether consumers will spend for discretionary items) also affect the amount of cemetery revenues. Currently, approximately 16.7% of our cemetery revenues are attributable to investment earnings on trust funds and finance charges on preneed installment contracts. Changes in the capital markets and interest rates affect this component of our cemetery revenues.

Our cemetery financial performance from 2007 through 2011 was characterized by fluctuating operating revenues and field level profit margins. Cemetery operating revenue increased slightly from $38.2 million in 2007 to $39.0 million in 2011. Our goal is to build stronger teams of sales leaders and counselors in our larger and more strategically located cemeteries in order to focus on growth of our preneed property sales. Additionally, a portion of our capital expenditures in 2012 is designated to expand our cemetery product offerings.

#### Financial Revenue

We market funeral and cemetery services and products on a preneed basis. Preneed funeral or cemetery contracts enable families to establish, in advance, the type of service to be performed, the products to be used, and the cost of such products and services. Preneed contracts permit families to eliminate issues of making deathcare decisions at the time of need and allow input from other family members before the death occurs. We guarantee the price and performance of the preneed contracts to the customer.

Preneed funeral contracts are usually paid on an installment basis. The performance of preneed funeral contracts is usually secured by placing the funds collected in trust for the benefit of the customer or by the purchase of a life insurance policy, the proceeds of which will pay for such services at the time of need. Insurance policies, intended to fund preneed funeral contracts, cover the original contract price and generally include an element of growth (earnings) designed to offset future inflationary cost increases. Revenue from preneed funeral contracts, along with accumulated earnings, is not recognized until the time the funeral service is performed. The accumulated earnings from the trust investments and insurance policies is intended to offset the inflation in funeral prices. Additionally, we generally earn a commission from the insurance company from the sale of insurance-funded policies reflected as *Preneed Insurance Commission*. The commission income is recognized as revenue when the period of refund expires (generally one year), which helps us defray the costs we incur to originate the preneed contract (primarily commissions we pay to our sales counselors).

Preneed sales of cemetery interment rights are usually financed through interest-bearing installment sales contracts, generally with terms of up to five years, with such earnings reflected as *Preneed Cemetery Finance Charges*. In substantially all cases, we receive an initial down payment at the time the contract is signed. The interest rates generally range from 9.5% to 12.0% per annum. Occasionally, we have offered zero percent interest financing to promote sales as limited-time offers and impute interest at market rates. In most states, regulations require a portion (generally 10%) of the sale amount of cemetery property and memorials to be placed in a perpetual care trust.

We have established a variety of trusts in connection with funeral home and cemetery operations as required under applicable state laws. Such trusts include (i) preneed funeral trusts; (ii) preneed cemetery merchandise and service trusts; and (iii) perpetual care trusts. These trusts are typically administered by independent financial institutions selected by the Company. Independent financial advisors are also used for investment management and advisory services.

Preneed funeral trust fund income earned and the receipt and recognition of any insurance benefits are deferred until the service is performed. Applicable state laws generally require us to deposit a specified amount (which varies from state to state, generally 50% to 100% of the selling price) into a merchandise and service trust fund for preneed cemetery merchandise and service sales. The related trust fund income earned is recognized when the related merchandise and services are delivered. In most states, regulations require a portion (generally 10%) of the sale amount of cemetery property and memorials to be placed in a perpetual care trust. The income from perpetual care trusts provides a portion of the funds necessary to maintain cemetery property and memorials in perpetuity. This trust fund income is recognized as earned, in *Cemetery revenues.*

#### Acquisitions

Our growth strategy includes the execution of our Strategic Acquisition Model. The goal of this model is to ensure value addition to the company through acquisitions by assessing the sustainable earning power of an acquisition candidate and investing in that business at an appropriate price. The prequalification of an acquisition candidate is determined by a ranking which includes territory demographics, customer preferences, market size, market share, barriers to entry, and volume and price

\- 24 - trends (which reflects the business mix). The candidate is also assessed using our Standards Operating Model. The valuation of the acquisition candidate is then determined through a discounted cash flow model. During 2011, we acquired six funeral home businesses and no cemetery businesses. The consideration paid for the 2011 acquisitions was $18.6 million. During the first quarter of 2012, we acquired two funeral home businesses for $11.6 million.

#### Financial Highlights

Net income for the three months ended March 31, 2012 totaled $4.4 million, equal to $0.24 per diluted share, compared to net income for the three months ended March 31, 2011, which totaled $3.3 million, equal to $0.18 per diluted share. Total revenue for the three months ended March 31, 2012 was $52.3 million, an increase of 3.2% compared to $50.7 million for the comparable period in 2011. Our funeral segment experienced increases in revenue and gross profit during the first quarter of 2012, primarily as a result of our acquisitions, whereas the cemetery segment experienced declines in revenue and gross profit. We experienced increases in overhead costs due to increases in severance, legal and acquisition expenses.

In certain states, we are allowed to withdraw realized trust earnings prior to delivery from cemetery merchandise and services trusts, which management describes as “Withdrawable trust income.” The Withdrawable trust income totaled $1.3 million for the first quarter of 2011 and $0.7 million for the first quarter of 2012; the year over year decline due to gains realized in the first quarter of 2011. While the Withdrawable trust income is not recognized as revenue in our consolidated statements of operations, it increases cash flow from operations.

We are providing below a reconciliation of Non-GAAP net income (a non-GAAP measure) to net income from continuing operations (a GAAP measure). Non-GAAP net income is defined as net income from continuing operations adding back special items. Non-GAAP net income is used as a supplemental financial measurement by management and investors to compare our current financial performance with our previous results and with the performance of other deathcare companies. The addition of special items to arrive at Non-GAAP net income allows management to focus on the evaluation of operating performance as it primarily relates to our operating expenses. We do not intend for this information to be considered in isolation or as a substitute for other measures of performance prepared in accordance with GAAP.

*(In millions, except diluted EPS)*

|  | Three Months Ended March 31, 2011 Net Income | Diluted EPS | 2012 Net Income | Diluted EPS |
| --- | ---: | ---: | ---: | ---: |
| Net income from continuing operations, as reported | $3.3 | $0.18 | $4.2 | $0.23 |
| After-tax special items: |  |  |  |  |
| Withdrawable trust income | 0.8 | 0.04 | 0.4 | 0.02 |
| Acquisition expenses | 0.1 | — | 0.2 | 0.01 |
| Severance costs | — | — | 0.3 | 0.02 |
| Other expenses | 0.1 | 0.01 | 0.1 | 0.01 |
| Non-GAAP Net income | $4.3 | $0.23 | $5.2 | $0.29 |
| Diluted weighted average shares outstanding (in thousands) |  | 18,268 |  | 18,320 |

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### OVERVIEW OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate estimates and judgments, including those related to revenue recognition, realization of accounts receivable, inventories, goodwill, other intangible assets, property and equipment, and deferred tax assets. We base our estimates on historical experience, third party data, and assumptions that we believe to be reasonable under the circumstances. The results of these considerations form the basis for making judgments about the amount and timing of revenues and expenses, the carrying value of assets, and the recorded amounts of liabilities. Actual results may differ from these estimates and such estimates may change if the underlying conditions or assumptions change. Historical performance should not be viewed as indicative of future performance, because there can be no assurance the margins, operating income, and net earnings as a percentage of revenues will be consistent from year to year.

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is based upon our Consolidated Financial Statements presented herewith, which have been prepared in accordance with accounting principles generally accepted in the United States. Our significant accounting policies are more fully described in Note 1 to our Consolidated Financial Statements included in this Form 10-Q. Our critical accounting policies are those that are both important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, and complex judgment. These critical accounting policies are discussed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2011. There have been no significant changes to our critical accounting policies since the filing of our Annual Report on Form 10-K for the year ended December 31, 2011.

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### RESULTS OF OPERATIONS

The following is a discussion of our results of continuing operations for the three month periods ended March 31, 2011 and 2012. The term “same store” or “existing operations” refers to funeral homes and cemeteries acquired prior to January 1, 2008 and owned and operated for the entirety of each period being presented. Funeral homes and cemeteries purchased after December 31, 2007 are referred to as “acquired.” This classification of acquisitions has been important to management and investors in monitoring the results of these businesses and to gauge the leveraging performance contribution that a selective acquisition program can have on the total company performance. Depreciation and amortization and regional and unallocated funeral and cemetery costs are not included in operating profit.

*Funeral Home Segment.* The following table sets forth certain information regarding the revenues and operating profit from the funeral home operations for the three months ended March 31, 2011 compared to the three months ended March 31, 2012.

#### Three months ended March 31, 2011 compared to three months ended March 31, 2012 (dollars in thousands):

| Revenues: | Three Months Ended March 31, 2011 | 2012 | Change Amount% |  |
| --- | ---: | ---: | ---: | ---: |
| Same store operating revenue | $34,085 | $32,424 | $(1,661) | (4.9)% |
| Acquired operating revenue | 3,077 | 6,404 | 3,327 | 108.0% |
| Preneed funeral insurance commissions | 473 | 451 | (22) | (4.7)% |
| Preneed funeral trust earnings | 1,473 | 1,719 | 246 | 16.8% |
| Total | $39,108 | $40,998 | $1,890 | 4.8% |
| Operating profit: |  |  |  |  |
| Same store operating profit | $12,228 | $13,020 | $792 | 6.5% |
| Acquired operating profit | 810 | 2,491 | 1,681 | 207.5% |
| Preneed funeral insurance commissions | 131 | 100 | (31) | (23.7)% |
| Preneed funeral trust earnings | 1,473 | 1,719 | 246 | 16.8% |
| Total | $14,642 | $17,330 | $2,688 | 18.4% |

Funeral home same store operating revenues for the three months ended March 31, 2012 decreased $1.7 million, or 4.9%, when compared to the three months ended March 31, 2011. We experienced a 6.2% decrease in the number of contracts, and the average revenue per contract increased 2.2%, or $118 per contract, to $5,501 for those existing operations. The average revenue per contract includes the impact of the funeral trust fund earnings recognized at the time that we provide the needed services for preneed families. Excluding funeral trust earnings, the average revenue per contract increased 1.3% to $5,238. The number of traditional burial contracts declined 10.1% while the average revenue per burial contract increased 4.7% to $8,385. The cremation rate for the same store businesses rose from 43.7% to 45.6%. The average revenue per same store cremation contract increased 3.7% to $3,054 and the number of cremation contracts decreased 2.0%. Cremations with services declined from 37.7% of total cremation contracts in the first quarter of 2011 to 35.5% in the first quarter of 2012. The average revenue for “other” contracts, which make up approximately 7.1% of the number of contracts, decreased 9.4% from $2,227 to $2,018. Other contracts consist of charges for merchandise or services for which we do not perform a funeral service for the deceased during the period.

Same store operating profit for the three months ended March 31, 2012 increased $0.8 million, or 6.5%, from the comparable three months of 2011, and as a percentage of funeral same store operating revenue, increased from 35.9% to 40.2%. Substantially all of the expense categories were lower compared to the first quarter of 2011, and the biggest areas of improvement included a $1.0 million decline in discounts given on contracts, a $0.9 million decline in health care costs and a $0.8 million decline in salaries and wages.

Funeral home acquired revenues for the three months ended March 31, 2012 increased $3.3 million, or 108.0%, when compared to the three months ended March 31, 2011, as we experienced a 67.0% increase in the number of contracts, and an increase of 24.4%, to $4,551, in the average revenue per contract for those acquired operations. Excluding funeral trust earnings, the average revenue per contract increased 24.6% to $4,486. The cremation rate for the acquired businesses was 53.9% for the first quarter of 2012, down from 63.3% in the prior year period. The average revenue per cremation contract increased 11.3% to $3,053 for the first quarter of 2012 and the number of cremation contracts increased 42.3% compared to the same period of 2011. The reason for the significant increase in the average revenue per contract and the significant decline in the cremation rate is because the businesses acquired during the fourth quarter of 2011 and the first quarter of 2012 serve primarily traditional burial families.

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Acquired operating profit for the three months ended March 31, 2012 increased $1.7 million from the comparable three months of 2011 and, as a percentage of revenue from acquired businesses, was 26.3% for the first quarter of 2011 compared to 38.9% for the first quarter of 2012. The improvement in operating profit margin is largely attributable to the businesses acquired during the fourth quarter of 2011 and the first quarter of 2012.

The two categories of financial revenue, insurance commissions and trust earnings on matured preneed contracts, on a combined basis, increased 1.1% in revenue and increased 20.8% in operating profit, compared to the three months ended March 31, 2011.

*Cemetery Segment*. The following table sets forth certain information regarding our revenues and operating profit from the cemetery operations for the three months ended March 31, 2011 compared to the three months ended March 31, 2012.

#### Three months ended March 31, 2011 compared to three months ended March 31, 2012 (dollars in thousands):

| Revenues: | Three Months Ended March 31, 2011 | 2012 | Change Amount% |  |
| --- | ---: | ---: | ---: | ---: |
| Same store operating revenue | $9,556 | $9,404 | $(152) | (1.6)% |
| Cemetery trust earnings | 1,657 | 1,516 | (141) | (8.5)% |
| Preneed cemetery finance charges | 348 | 368 | 20 | 5.7% |
| Total | $11,561 | $11,288 | $(273) | (2.4)% |
| Operating profit: |  |  |  |  |
| Same store operating profit | $2,626 | $2,222 | $(404) | (15.4)% |
| Cemetery trust earnings | 1,657 | 1,516 | (141) | (8.5)% |
| Preneed cemetery finance charges | 348 | 368 | 20 | 5.7% |
| Total | $4,631 | $4,106 | $(525) | (11.3)% |

Cemetery same store operating revenues for the three months ended March 31, 2012 decreased $0.2 million, or 1.6%, compared to the three months ended March 31, 2011. Same store revenue from preneed property sales and deliveries of preneed merchandise and services deliveries increased $0.1 million, or 1.4%, and at-need revenues decreased $0.3 million, or 7.7%. We experienced a 13.9% increase in the number of interment rights (property) sold and a 3.8% decrease in the average price per interment compared to the first quarter of 2011. The percentage of those interment rights sold that we were able to recognize as revenue, because we received at least 10% of the sales price from the customer, decreased from 87.8% to 87.6%.

Cemetery same store operating profit for the three months ended March 31, 2012 decreased $0.4 million, or 15.4%. As a percentage of revenues, cemetery same store operating profit decreased from 27.5% to 23.6%. The decrease in operating profit is primarily a result of the decline in revenue and higher promotional expenses.

The two categories of financial revenue consist of trust earnings and finance charges on preneed receivables. Total trust earnings decreased 8.5%, when compared to the three months ended March 31, 2011. Earnings from perpetual care trust funds totaled $1.1 million for the three months ended March 31, 2012 compared to $1.4 million for the three months ended March 31, 2011, a decrease of $0.3 million, or 17.8%. Trust earnings recognized upon the delivery of merchandise and service contracts increased $0.1 million to $0.4 million compared to the same period in 2011. Finance charges on the preneed contracts increased 5.7%.

*Other.* General and administrative expenses totaled $5.2 million for the three months ended March 31, 2012, an increase of $0.5 million, or 10.4%, compared to the three months ended March 31, 2011, primarily due to increases in costs of approximately $0.5 million for severance and legal expenses related to the management reorganization initiated during the fourth quarter of 2011. We also incurred increases in acquisition expenses related to the acquisition activity during the first quarter of 2012.

*Income Taxes.* We recorded income taxes at the estimated effective rate of 42.5% for the year ended December 31, 2011 and 38.9% for the first three months of 2012. We became a federal cash tax payer in the fourth quarter of 2011. The decrease in the tax rate is primarily due to the utilization of state net operating losses that had not previously been recognized. We have approximately $36.3 million of state net operating loss carryforwards that will expire between 2013 and 2030, if not utilized. Based on management’s assessment of the various state net operating losses, it has been determined that it is more likely than not that we will not be able to realize the tax benefits of certain portions of the state losses. Accordingly, a valuation allowance has been established and is reviewed every quarter related to the deferred tax asset for the state operating losses. At March 31, 2012, the valuation allowance totaled $1.2 million.

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### LIQUIDITY AND CAPITAL RESOURCES

#### Overview

Our primary sources of liquidity and capital resources are (i) internally generated cash flows from operating activities and (ii) availability under our Credit Facility. We generate cash in our operations primarily from at-need sales and delivery of preneed sales. We also generate cash from earnings on our cemetery perpetual care trusts. We believe that existing cash balances, future cash flows from operations and borrowing under our Credit Facility will be sufficient to meet our anticipated working capital requirements, capital expenditures, scheduled debt payments, commitments and dividend payments. Based on our recent operating results, current cash position, anticipated future cash flows and sources of financing that we expect to have available, we do not anticipate any significant liquidity constraints in the foreseeable future. However, if our capital expenditures or acquisition plans for 2012 change, we may need to access the capital markets to obtain additional funding. Further, to the extent operating cash flow or access to and cost of financing sources are materially different than expected, future liquidity may be adversely affected. Please read Part I, Item IA “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011.

#### Cash Flows

We began 2012 with $1.1 million in cash and other liquid investments and ended the first quarter with $0.9 million in cash and $17.0 million drawn on our Credit Facility.

The following table sets forth the elements of cash flow for the three months ended March 31, 2012 (in millions):

|  |  |
| --- | ---: |
| Cash and liquid investments at January 1, 2012 | $1.1 |
| Cash flow from operating activities | 3.5 |
| Acquisitions | (11.6) |
| Borrowings on our Credit Facility | 13.9 |
| Maintenance capital expenditures | (0.9) |
| Dividends on common stock | (0.4) |
| Repurchase of common stock | (2.7) |
| Growth capital expenditures – funeral homes | (1.3) |
| Growth capital expenditures – cemeteries | (0.9) |
| Others, net | 0.2 |
| Cash at March 31, 2012 | $0.9 |

For the three months ended March 31, 2012 cash provided by operating activities was $3.5 million as compared to $3.4 million for the three months ended March 31, 2011. The increase was due primarily to the increase in net income.

Our investing activities resulted in a net cash outflow of $14.7 million for the three months ended March 31, 2012, compared to a net cash outflow of $1.9 million for the three months ended March 31, 2011. The increase in cash outflows from investing activities was primarily due to increased acquisition activity in 2012. During the first quarter of 2012, we purchased two funeral home businesses resulting in net cash outflows of $11.6 million. We made no acquisitions during the first quarter of 2011. The increase in cash outflows from investing activities during the three months ended March 31, 2012 was also partially due to an increase in capital expenditures compared to the comparable quarter of 2011. For the three months ended March 31, 2012, capital expenditures totaled $3.1 million, compared to $1.9 million for the three months ended March 31, 2011. Capital expenditures during 2012 included $2.2 million for cemetery inventory development projects and funeral home expansion projects.

Our financing activities resulted in net cash inflow of $10.9 million for the three months ended March 31, 2012, compared to a net cash outflow of $0.7 million for the three months ended March 31, 2011. The increase in cash flows from financing activities is primarily due to increased borrowings under our Credit Facility during the first quarter of 2012. During the first quarter of 2012, we borrowed $13.9 million under the Credit Facility whereas we repaid $0.6 million outstanding under our Credit Facility in the first quarter of 2011. The increase in cash flows from financial activities during the first three months of 2012 was partially offset by the purchase of $2.7 million in treasury stock and dividend payments of $0.4 million, neither of which occurred during the first three months of 2011.

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#### Dividends

On May 17, 2011, our Board of Directors initiated a quarterly cash dividend policy for our common stock. The Board declared a quarterly dividend of $0.025 per share, totaling $0.4 million, which was paid on March 1, 2012 to record holders of our common stock as of February 13, 2012.

#### Debt Obligations

The outstanding principal of long-term debt at March 31, 2012 totaled $153.7 million and consisted of $130.0 million in Senior Notes, $17.0 million outstanding on the Credit Facility and $6.7 million in acquisition indebtedness and capital lease obligations.

Effective August 11, 2011, we entered into a new secured revolving the Credit Facility with Wells Fargo Bank, N.A. which contains commitments for an aggregate of $60.0 million with an accordion provision for up to an additional $15.0 million. The Credit Facility matures in October 2014 and under certain conditions may be extended to October 2016. The Credit Facility is collateralized by our accounts receivable and all of our personal property. Borrowings under the Credit Facility bear interest at either prime or LIBOR options. At March 31, 2012, the prime rate option was equivalent to 4.125% and the LIBOR margin was 1.875%. At March 31, 2012, the maximum drawdown allowed on the Credit Facility was approximately $40.1 million.

A total of $89.8 million was outstanding at March 31, 2012 under the convertible junior subordinated debenture. Amounts outstanding under the debenture are payable to the Trust, our affiliate Carriage Services Capital Trust, bear interest at 7.0% and mature in 2029. Substantially all the assets of the Trust consist of the convertible junior subordinated debentures. In 1999, the Trust issued 1.875 million shares of 7% convertible preferred securities, termed “TIDES”. The rights under the debentures are functionally equivalent to those of the TIDES. In the first quarter of 2011, the Company repurchased 550 shares of these TIDES for approximately $19,800 and recorded a gain of $7,700. We converted and immediately cancelled these preferred shares at the current conversion rate of 2.4465 into shares of common stock equal to 1,345 shares. No repurchases were made in the first quarter of 2012.

The convertible junior subordinated debenture payable to the affiliated Trust, and the TIDES, each contain a provision for the deferral of interest payments and distributions for up to 20 consecutive quarters. During any period in which distribution payments are deferred, distributions will continue to accumulate at the 7% annual rate. Also, the deferred distributions themselves accumulate distributions at the annual rate of 7%. During any deferral period, we are prohibited from paying dividends on the common stock or repurchasing common stock, subject to limited exceptions. We currently expect to continue paying the distributions as due.

We were in compliance with the covenants contained in the previous and new credit facilities, as applicable, and the Senior Notes as of March 31, 2011 and 2012.

### SEASONALITY

Our business can be affected by seasonal fluctuations in the death rate. Generally, the death rate is higher during the winter months because the incidences of death from influenza and pneumonia are higher during this period than other periods of the year.

## Market risk

As filed, 4,010 characters.

In the ordinary course of business, we are typically exposed to a variety of market risks. Currently, these are primarily related to interest rate risk and changes in the values of securities associated with the preneed and perpetual care trusts. Management is actively involved in monitoring exposure to market risk and developing and utilizing appropriate risk management techniques when appropriate and when available for a reasonable price. We are not exposed to any other significant market risks including any commodity price risk or foreign exchange risk.

The following quantitative and qualitative information is provided about financial instruments to which we are a party at March 31, 2012, and from which we may incur future gains or losses from changes in market conditions. We do not enter into derivative or other financial instruments for speculative or trading purposes.

In connection with our preneed funeral operations and preneed cemetery merchandise and service sales, the related funeral and cemetery trust funds own investments in equity and debt securities and mutual funds, which are sensitive to current market prices. Cost and market values of such investments as of March 31, 2011 are presented in Notes 6, 8 and 10 to our Consolidated Financial Statements in this Form 10-Q. See also Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q. The sensitivity of the fixed income securities is such that a 0.25% change in interest rates causes an approximate 1.91% change in the value of the fixed income securities.

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We monitor current and forecasted interest rate risk in the ordinary course of business and seek to maintain optimal financial flexibility, quality and solvency. As of March 31, 2012, we had $17.0 million outstanding under our Credit Facility. Any further borrowings against the Credit Facility or any change in the floating rate would cause a change in interest expense. The Credit Facility contains an interest rate at either the prime rate or LIBOR options which the prime rate was 4.125% and the LIBOR margin was 1.875% at March 31, 2012. Assuming the outstanding balance remains unchanged, a change of 100 basis points in the prime rate would result in an increase in annual interest expense of less than $0.2 million. We have not entered into interest rate hedging arrangements in the recent past, and currently have no plans to do so. Due to fluctuating balances in the amount outstanding under this agreement, we do not believe such arrangements to be cost effective.

The Senior Notes were issued to the public at par and are carried at a cost of $130 million. At March 31, 2012, the Senior Notes were typically trading at a price of approximately $101.25, indicating a market value of approximately $131.6 million.

The convertible junior subordinated debentures, payable to the Trust, are carried on our Consolidated Balance Sheet at a cost of approximately $90 million. The estimated fair value of these securities is estimated to be approximately $75 million at March 31, 2012, based on available broker quotes of the corresponding preferred securities issued by the Trust. The Senior Notes and the convertible junior subordinated debentures have fixed interest rates of 7.875% and 7% respectively, and therefore we do not have economic interest rate exposure on the Senior Notes or debentures. However, the value of these debt instruments is exposed to interest rate risk. Generally, the fair market value of these debt instruments will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of these debt instruments may be affected by changes in our stock price.

The remainder of our long-term debt and leases consist of non-interest bearing notes and fixed rate instruments that do not trade in a market, nor otherwise have a quoted market value. Any increase in market interest rates causes the fair value of those liabilities to decrease.

## Controls and procedures

As filed, 1,458 characters.

### Management’s Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive and financial officers, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that our disclosure controls and procedures were effective as of March 31, 2012 (the end of the period covered by this Form 10-Q).

### Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2012, there was no change in our system of internal control over financial reporting (defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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## Risk factors

As filed, 739 characters.

There has been no material changes in our risk factors as previously disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2011. Readers should carefully consider the factors discussed in Part 1, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K for the year ended December 31, 2011 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Filed May 7, 2012.
Source: SEC EDGAR, the filing index for accession 0001193125-12-214941. Last ingested by Listed: Nov 5, 2026, 19:16 ET. No prices; not investment advice.