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CARRIAGE SERVICES INC - Quarter Report: 2021 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                      FORM 10-Q
(Mark One)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from ___________  to   ____________        
                         Commission File Number:1-11961
CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware76-0423828
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3040 Post Oak Boulevard, Suite 300
Houston, Texas, 77056
(Address of principal executive offices)
(713) 332-8400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $.01 per shareCSVNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filerAccelerated filer
Non-accelerated filer
  (Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of July 30, 2021 was 17,825,724.



CARRIAGE SERVICES, INC.
INDEX
 
Page
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
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PART I – FINANCIAL INFORMATION
Item 1.Financial Statements.
CARRIAGE SERVICES, INC.
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
(unaudited)
December 31, 2020June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents$889 $1,493 
Accounts receivable, net25,103 23,835 
Inventories7,259 7,333 
Prepaid and other current assets2,076 2,862 
Total current assets35,327 35,523 
Preneed cemetery trust investments86,604 98,539 
Preneed funeral trust investments101,235 109,791 
Preneed cemetery receivables, net21,081 22,427 
Receivables from preneed funeral trusts, net16,844 17,758 
Property, plant and equipment, net269,051 267,431 
Cemetery property, net 101,134 100,552 
Goodwill392,978 391,972 
Intangible and other non-current assets, net29,542 29,464 
Operating lease right-of-use assets21,201 20,256 
Cemetery perpetual care trust investments70,828 75,290 
Total assets$1,145,825 $1,169,003 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of debt and lease obligations$3,432 $3,172 
Accounts payable11,259 11,650 
Accrued and other liabilities31,138 33,671 
Convertible subordinated notes due 20212,538 — 
Total current liabilities48,367 48,493 
Acquisition debt, net of current portion4,482 4,401 
Credit facility46,064 58,937 
Senior notes395,968 394,303 
Obligations under finance leases, net of current portion5,531 5,356 
Obligations under operating leases, net of current portion20,302 19,420 
Deferred preneed cemetery revenue47,846 48,672 
Deferred preneed funeral revenue27,992 29,143 
Deferred tax liability46,477 42,016 
Other long-term liabilities4,748 3,162 
Deferred preneed cemetery receipts held in trust86,604 98,539 
Deferred preneed funeral receipts held in trust101,235 109,791 
Care trusts’ corpus69,707 73,899 
Total liabilities905,323 936,132 
Commitments and contingencies:
Stockholders’ equity:
Common stock, $0.01 par value; 80,000,000 shares authorized and 26,020,494 and 26,175,767 shares issued, respectively and 17,995,155 and 17,825,724 shares outstanding, respectively
260 262 
Additional paid-in capital239,989 237,891 
Retained earnings102,303 109,069 
Treasury stock, at cost; 8,025,339 and 8,350,043 at December 31, 2020 and June 30, 2021
(102,050)(114,351)
Total stockholders’ equity240,502 232,871 
Total liabilities and stockholders’ equity$1,145,825 $1,169,003 
The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
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CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share data)
Three months ended June 30,Six months ended June 30,
2020202120202021
Revenue:
Service revenue$38,880 $40,119 $79,612 $87,876 
Property and merchandise revenue32,642 41,606 63,913 83,502 
Other revenue5,955 6,552 11,442 13,536 
77,477 88,277 154,967 184,914 
Field costs and expenses:
Cost of service18,622 19,583 39,679 40,550 
Cost of merchandise24,612 27,520 49,675 56,040 
Cemetery property amortization1,097 2,175 1,974 3,692 
Field depreciation expense3,247 3,142 6,537 6,278 
Regional and unallocated funeral and cemetery costs3,717 5,770 6,473 11,843 
Other expenses1,022 1,160 2,298 2,523 
52,317 59,350 106,636 120,926 
Gross profit25,160 28,927 48,331 63,988 
Corporate costs and expenses:
General, administrative and other6,540 6,899 12,486 15,733 
Home office depreciation and amortization354 277 736 566 
Net loss on divestitures, disposals and impairments charges— 827 14,693 519 
Operating income18,266 20,924 20,416 47,170 
Interest expense(8,352)(7,478)(16,780)(15,062)
Accretion of discount on convertible subordinated notes(66)— (131)(20)
Loss on extinguishment of debt— (23,807)— (23,807)
Other, net (2)(6)(66)
Income (loss) before income taxes9,846 (10,359)3,499 8,215 
Benefit (expense) for income taxes(3,299)3,417 (1,163)(2,341)
Tax adjustment related to discrete items(150)775 (136)892 
Total benefit (expense) for income taxes(3,449)4,192 (1,299)(1,449)
Net income (loss)$6,397 $(6,167)$2,200 $6,766 
Basic earnings (loss) per common share:$0.36 $(0.34)$0.12 $0.38 
Diluted earnings (loss) per common share:$0.36 $(0.33)$0.12 $0.37 
Dividends declared per common share:$0.075 $0.100 $0.150 $0.200 
Weighted average number of common and common equivalent shares outstanding:
Basic17,860 17,967 17,833 17,966 
Diluted17,889 18,511 17,862 18,364 
The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
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CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
 Six months ended June 30,
 20202021
Cash flows from operating activities:
Net income$2,200 $6,766 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization9,247 10,536 
Provision for credit losses1,507 849 
Stock-based compensation expense1,546 2,537 
Deferred income tax expense (benefit)4,867 (4,461)
Amortization of intangibles638 645 
Amortization of debt issuance costs393 345 
Amortization and accretion of debt282 201 
Loss on extinguishment of debt— 23,807 
Net loss on divestitures, disposals and impairment charges14,789 700 
Other19 — 
Changes in operating assets and liabilities that provided (required) cash:
Accounts and preneed receivables2,231 (702)
Inventories, prepaid and other current assets(6,610)(894)
Intangible and other non-current assets(503)(592)
Preneed funeral and cemetery trust investments214 (18,473)
Accounts payable(516)(471)
Accrued and other liabilities(411)1,382 
Deferred preneed funeral and cemetery revenue1,054 1,977 
Deferred preneed funeral and cemetery receipts held in trust54 17,289 
Net cash provided by operating activities31,001 41,441 
Cash flows from investing activities:
Acquisition of businesses and real estate(28,011)(2,935)
Proceeds from divestitures and sale of other assets78 3,622 
Proceeds from insurance reimbursements— 120 
Capital expenditures(5,786)(8,751)
Net cash used in investing activities(33,719)(7,944)
Cash flows from financing activities:
Borrowings from the credit facility75,900 100,868 
Payments against the credit facility(70,000)(87,568)
Payment of call premium for the redemption of the senior notes due 2026— (19,876)
Payments of debt issuance and transaction costs(66)(6,430)
Conversions and maturity of the convertible subordinated notes due 2021— (3,980)
Payments on acquisition debt and obligations under finance leases(679)(452)
Payments on contingent consideration recorded at acquisition date(169)(461)
Proceeds from the exercise of stock options and employee stock purchase plan624 1,495 
Taxes paid on restricted stock vestings and exercise of stock options(234)(1,323)
Dividends paid on common stock(2,682)(3,607)
Purchase of treasury stock— (11,559)
Net cash provided by (used in) financing activities2,694 (32,893)
Net increase (decrease) in cash and cash equivalents(24)604 
Cash and cash equivalents at beginning of period716 889 
Cash and cash equivalents at end of period$692 $1,493 
The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
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CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited and in thousands)

Three months ended June 30, 2020
Shares
Outstanding
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Total
Balance – March 31, 202017,909 $259 $242,234 $82,016 $(102,050)$222,459 
Net income— — — 6,397 — 6,397 
Issuance of common stock from employee stock purchase plan17 262 — — 263 
Issuance of common stock to directors— 147 — — 147 
Stock-based compensation expense— — 568 — — 568 
Dividends on common stock— — (1,343)— — (1,343)
Balance – June 30, 202017,934 $260 $241,868 $88,413 $(102,050)$228,491 

Three months ended June 30, 2021
Shares
Outstanding
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Total
Balance – March 31, 202118,048 $261 $238,056 $115,236 $(102,050)$251,503 
Net loss— — — (6,167)— (6,167)
Issuance of common stock from employee stock purchase plan14 — 361 — — 361 
Issuance of common stock to directors— 160 — — 160 
Exercise of stock options85 52 — — 53 
Cancellation and surrender of restricted common stock(1)— — — — — 
Stock-based compensation expense— — 1,070 — — 1,070 
Dividends on common stock— — (1,808)— — (1,808)
Treasury stock acquired(325)— — — (12,301)(12,301)
Balance – June 30, 202117,826 $262 $237,891 $109,069 $(114,351)$232,871 

The accompanying condensed notes are an integral part of these Consolidated Financial Statements.

















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CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited and in thousands)
Six months ended June 30, 2020
Shares
Outstanding
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Total
Balance – December 31, 201917,855 $259 $242,147 $86,213 $(102,050)$226,569 
Net income — — — 2,200 — 2,200 
Issuance of common stock from employee stock purchase plan44 624 — — 624 
Issuance of common stock to directors17 — 294 — — 294 
Issuance of restricted common stock10 — — — — — 
Cancellation and surrender of restricted common stock(10)— (235)— — (235)
Stock-based compensation expense— — 1,252 — — 1,252 
Dividends on common stock— — (2,682)— — (2,682)
Other18 — 468 — — 468 
Balance – June 30, 202017,934 $260 $241,868 $88,413 $(102,050)$228,491 

Six months ended June 30, 2021
Shares
Outstanding
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Total
Balance – December 31, 202017,995 $260 $239,989 $102,303 $(102,050)$240,502 
Net income — — — 6,766 — 6,766 
Issuance of common stock from employee stock purchase plan32 839 — — 840 
Issuance of common stock to directors10 — 337 — — 337 
Issuance of restricted common stock— — — — — 
Exercise of stock options115 (96)— — (95)
Cancellation and surrender of restricted common stock(10)— (347)— — (347)
Stock-based compensation expense— — 2,200 — — 2,200 
Dividends on common stock— — (3,607)— — (3,607)
Convertible notes conversions— — (1,424)— — (1,424)
Treasury stock acquired(325)— — — (12,301)(12,301)
Balance – June 30, 202117,826 $262 $237,891 $109,069 $(114,351)$232,871 
The accompanying notes are an integral part of these Consolidated Financial Statements.


















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CARRIAGE SERVICES, INC.
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. As of June 30, 2021, we operated 171 funeral homes in 26 states and 32 cemeteries in 12 states. Our operations are reported in two business segments: Funeral Home Operations, which currently account for approximately 70% of our revenue and Cemetery Operations, which currently account for approximately 30% of our revenue.
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 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. 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, 2020 unless otherwise disclosed herein, and should be read in conjunction therewith.
Reclassifications
Certain reclassifications have been made to prior period amounts on our Consolidated Statements of Cash Flows related to the amortization of non-compete agreements and on our Statement of Changes in Stockholders Equity related to the issuance of common stock to conform to the current period financial statement presentation with no effect on our previously reported Consolidated Statements of Operations and Consolidated Balance Sheet.
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 estimates and judgments, which include those related to the realization of our accounts receivable, valuation of goodwill, intangible assets, deferred tax assets and liabilities and depreciation of property and equipment. 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 revenue 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, as there can be no assurance that our results of operations will be consistent from year to year.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Funeral and Cemetery Receivables
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 recorded in Accounts receivable, net. Preneed cemetery receivables with payments expected to
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be received beyond one year from the balance sheet date are recorded in Preneed cemetery receivables, net. Our cemetery receivables generally consist of preneed sales of cemetery interment rights and related products and services, which are typically financed through interest-bearing installment sales contracts, generally with terms of up to five years, with such interest income reflected as Other revenue. In substantially all cases, we receive an initial down payment at the time the contract is signed. 
For our funeral and atneed cemetery receivables, we have a collections policy where statements are sent to the customer at 30 days past due. Past due notification letters are sent at 45 days and continue until payment is received or the contract is placed with a third-party collections agency. For our preneed cemetery receivables, we have a collections policy where past due notification letters are sent to the customer beginning at 15 days past due and periodically thereafter until payment is received or the contract is cancelled.
Our allowance for credit losses reflects our best estimate of expected credit losses over the term of both our funeral and cemetery receivables. Our policy is to write off receivables when we have determined they will no longer be collectible. Write-offs are applied as a reduction to the allowance for credit losses and any recoveries of previous write-offs are netted against bad debt expense in the period recovered.
We determine our allowance for credit losses by using a loss-rate methodology, in which we assess our historical write-off of receivables against our total receivables over several years. From this historical loss-rate approach, we also consider the current and forecasted economic conditions expected to be in place over the life of our receivables. These estimates are impacted by a number of factors, including changes in the economy, demographics and competition in our local communities. We monitor our ongoing credit exposure through an active review of our customers’ receivables balance against contract terms and due dates. Our activities include timely performance of our accounts receivable reconciliations, assessment of our aging of receivables, dispute resolution and payment confirmation. We monitor any change in our historical write-off of receivables utilized in our loss-rate methodology and assess forecasted changes in market conditions within our credit reserve.
See Note 5 to the Consolidated Financial Statements herein for additional information related to our funeral and cemetery receivables.
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.
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 allocation period, we may adjust goodwill, intangible assets, assets or liabilities associated with the acquisition.
Divested Operations
Prior to divesting a funeral home or cemetery, we first determine whether the sale of the net assets and activities (together referred to as a “set”) qualifies as a business. First, we perform a screen test to determine if the set is not a business. The principle of the screen is that if substantially all of the fair value of the gross assets sold resides in a single asset or group of similar assets, the set is not a business. If the screen is not met, we perform an assessment to determine if the set is a business by evaluating whether the set has both inputs and a substantive process that together significantly contribute to the ability to create outputs. When both inputs and a substantive process are present then the set is determined to be a business and we apply the guidance in Accounting Standards Codification (“ASC”) Topic 350 – Intangibles – Goodwill and Other to determine the accounting treatment of goodwill for that set (see discussion of Goodwill below). Goodwill is only allocated to the sale if the set is considered to be a business.
See Notes 3 and 4 to the Consolidated Financial Statements herein for additional information related to our divestitures.
Goodwill
The excess of the purchase price over the fair value of identifiable net assets of funeral home businesses and cemeteries acquired is recorded as goodwill. Goodwill has an indefinite life and is not subject to amortization. As such, we test goodwill for impairment on an annual basis as of August 31st each year. Under current guidance, we are permitted to first assess
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qualitative factors to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test.
Our intent is to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years. In addition to our annual test, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value of a reporting unit may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant negative industry or economic trends and significant adverse changes in the business climate, which may be indicated by a decline in our market capitalization or decline in operating results.
When we divest a portion of a reporting unit that constitutes a business in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we allocate goodwill associated with that business to be included in the gain or loss on divestiture. The goodwill allocated is based on the relative fair value of the business being divested and the portion of the reporting unit that will be retained. Additionally, after each divestiture, we will test the goodwill remaining in the portion of the reporting unit to be retained for impairment using a qualitative assessment unless we deem a quantitative assessment to be appropriate to ensure the fair value of our reporting units is greater than their carrying value.
See Note 3 to the Consolidated Financial Statements included herein for additional information related to our goodwill.
Intangible Assets
Our intangible assets include tradenames resulting from acquisitions and are included in Intangible and other non-current assets, net on our Consolidated Balance Sheet. Our tradenames are considered to have an indefinite life and are not subject to amortization. As such, we test our intangible assets for impairment on an annual basis as of August 31st each year. Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more-likely-than not that the fair value of the tradename is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test.
Our intent is to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years. In addition to our annual test, we assess the impairment of intangible assets whenever certain events or changes in circumstances indicate that the carrying value of the intangible asset may be greater than the fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results and significant negative industry or economic trends.
See Note 9 to the Consolidated Financial Statements included herein for additional information related to our intangible assets.
Preneed and Perpetual Care Trust Funds
Preneed sales generally require deposits to a trust or purchase of a third-party insurance product. 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) cemetery perpetual care trusts.
Our preneed and perpetual care trust funds are reported in accordance with the principles of consolidating Variable Interest Entities (“VIEs”). In the case of preneed trusts, the customers are the legal beneficiaries. In the case of perpetual care trusts, we do not have a right to access the corpus in the perpetual care trusts.
Our trust fund assets are reflected in our financial statements as Preneed cemetery trust investments, Preneed funeral trust investments and Cemetery perpetual care trust investments. We have recognized financial interests of third parties in the trust funds in our financial statements as Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus.
The fair value of our trust fund assets are accounted for as Collateralized Financing Entities (“CFEs”) in ASC Topic 810. The accounting guidance for CFEs allows companies to elect to measure both the financial assets and financial liabilities using the more observable of the fair value of the financial assets or fair value of the financial liabilities. Pursuant to this guidance, we have determined the fair value of the financial assets of the trusts are more observable and we first measure those financial assets at fair value. Our fair value of the financial liabilities mirror the fair value of the financial assets, in accordance with the ASC. Any changes in fair value are recognized in earnings.
In accordance with ASC Topic 326, we present our credit losses for fixed income securities as an allowance rather than as a write-down on the fixed income securities we do not intend to sell and it is likely that we will not be required to sell prior to their anticipated recovery.
In accordance with respective state laws, we are required to deposit a specified amount into perpetual and memorial care trust funds for each interment right and certain memorials sold. Income from the trust funds is distributed to us and used to
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provide for the care and maintenance of the cemeteries and mausoleums. Trust fund income is recognized as revenue when realized by the trust and distributable to us. We are restricted from withdrawing any of the principal balances of these funds.
An enterprise is required to perform an analysis to determine whether the enterprise’s variable interest(s) give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our analysis continues to support our position as the primary beneficiary in the majority of our funeral and cemetery trust funds.
See Notes 6 and 7 to the Consolidated Financial Statements herein for additional information related to our preneed and perpetual care trust funds.
Fair Value Measurements
We measure the securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts at fair value on a recurring basis in accordance with ASC Topic 820. This guidance defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
We disclose the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date. We currently do not have any assets that have fair values determined by Level 3 inputs and no liabilities measured at fair value. We have not elected to measure any additional financial instruments and certain other items at fair value that are not currently required to be measured at fair value.
See Notes 6 and 8 to the Consolidated Financial Statements herein for additional required disclosures related to our fair value measurement of our financial assets and liabilities.
Capitalized Commissions on Preneed Contracts
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 of ten years for our preneed funeral trust contracts and eight years for our preneed cemetery merchandise and services contracts.
The selling costs related to the sales of cemetery interment rights, which include real property and other costs related to cemetery development activities, continue to be expensed using the specific identification method in the period in which the sale of the cemetery interment right is recognized as revenue. The selling costs related to preneed funeral insurance contracts continue to be expensed in the period incurred as these contracts are not included on our Consolidated Balance Sheet.
See Note 9 to the Consolidated Financial Statements herein for additional information related to our capitalized commissions on preneed contracts.
Property, Plant and Equipment
Property, plant and equipment (including equipment under finance leases) are stated at cost. The costs of ordinary maintenance and repairs are charged to operations as incurred, while renewals and major replacements that extend the useful economic life of the asset are capitalized. Depreciation of property, plant and equipment (including equipment under finance leases) is computed based on the straight-line method over the estimated useful lives of the assets.
Long-lived assets, such as property, plant and equipment subject to depreciation and amortization, are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC Topic 360 – Property, Plant and Equipment.
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Property, plant and equipment is comprised of the following (in thousands):
December 31, 2020June 30, 2021
Land$82,615 $83,361 
Buildings and improvements240,567 238,112 
Furniture, equipment and automobiles91,302 70,139 
Property, plant and equipment, at cost414,484 391,612 
Less: accumulated depreciation(145,433)(124,181)
Property, plant and equipment, net$269,051 $267,431 
During the six months ended June 30, 2021, we acquired real estate for $2.9 million. We also divested three funeral homes that had a carrying value of property, plant and equipment of $2.4 million, which was included in the Gain (loss) on divestitures and recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations, described in Note 4 to the Consolidated Financial Statements included herein.
Our growth and maintenance capital expenditures totaled $3.0 million and $4.4 million for the three months ended June 30, 2020 and 2021, respectively and $5.8 million and $8.8 million for the six months ended June 30, 2020 and 2021, respectively, for property, plant, equipment and cemetery development. In addition, we recorded depreciation expense of $3.6 million and $3.4 million for the three months ended June 30, 2020 and 2021, respectively and $7.2 million and $6.8 million for the six months ended June 30, 2020 and 2021, respectively.
Cemetery Property
When we acquire a cemetery, we utilize an internal and external approach to determine the fair value of the cemetery property. From an external perspective, we obtain an accredited appraisal to provide reasonable assurance for property existence, property availability (unrestricted) for development, property lines, available spaces to sell, identifiable obstacles or easements and general valuation inclusive of known variables in that market. From an internal perspective, we conduct a detailed analysis of the acquired cemetery property using other cemeteries in our portfolio as a benchmark. This provides the added benefit of relevant data that is not available to third party appraisers. Through this thorough internal process, we are able to identify viable costs of property based on historical experience, particular markets and demographics, reasonable margins, practical retail prices and park infrastructure and condition.
Cemetery property was $101.1 million and $100.6 million at December 31, 2020 and June 30, 2021, respectively, net of accumulated amortization of $46.6 million and $50.3 million, 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. We recorded amortization expense for cemetery interment rights of $1.1 million and $2.2 million for the three months ended June 30, 2020 and 2021, respectively and $2.0 million and $3.7 million for the six months ended June 30, 2020 and 2021, respectively.
Leases
We have operating and finance leases. We lease certain office facilities, certain funeral homes and equipment under operating leases with original terms ranging from one to nineteen years. Many leases include one or more options to renew, some of which include options to extend the leases for up to 26 years. We lease certain funeral homes under finance leases with original terms ranging from ten to forty years. We do not have lease agreements with residual value guarantees, sale-leaseback terms, material restrictive covenants or related parties. We do not have any material sublease arrangements.
We determine if an arrangement is a lease at inception based on the facts and circumstances of the agreement. A right-of-use (“ROU”) asset represents our right to use the underlying asset for the lease term and the lease liability represents our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized on our Consolidated Balance Sheet at the lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, while the expense for finance leases is recognized as depreciation expense and interest expense using the effective interest method of recognition. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. We have real estate lease agreements which require payments for lease and non-lease components and we account for these as a single lease component. Leases with an initial term of 12 months or less,
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that do not include an option to renew the underlying asset, are not recorded on our Consolidated Balance Sheet and expense is recognized on a straight-line basis over the lease term.
Operating lease ROU assets are included in Operating lease right-of-use assets and operating lease liabilities are included in Current portion of operating lease obligations and Obligations under operating leases, net of current portion on our Consolidated Balance Sheet. Finance lease ROU assets are included in Property, plant and equipment, net and finance lease liabilities are included in Current portion of finance lease obligations and Obligations under finance leases, net of current portion on our Consolidated Balance Sheet.
See Notes 12 to the Consolidated Financial Statements included herein for additional information related to our leases.
Equity Plans and Stock-Based Compensation
We have equity-based employee and director compensation plans under which we have granted stock awards, stock options and performance awards. We also have an employee stock purchase plan (the “ESPP”). We recognize compensation expense in an amount equal to the fair value of the stock-based awards expected to vest or to be purchased over the requisite service period. We recognize the effect of forfeitures in compensation cost when they occur and any previously recognized compensation cost for an award is reversed in the period that the award is forfeited.
Fair value is determined on the date of the grant. The fair value of restricted stock is determined using the stock price on the grant date. The fair value of options or awards containing options is determined using the Black-Scholes valuation model or the Monte-Carlo simulation pricing model. The fair value of the performance awards related to market performance conditions is determined using the Monte-Carlo simulation pricing model. The fair value of the ESPP is determined based on the discount element offered to employees and the embedded option element, which is determined using an option calculation model.
We recognize all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) as income tax benefit or expense in the income statement. We treat the tax effects of exercised or vested awards as discrete items in the reporting period in which they occur. Excess tax benefits or deficiencies related to share-based payments are included in operating cash flows on the Consolidated Statements of Cash Flows.
See Note 14 to the Consolidated Financial Statements included herein for additional information related to our equity plans and stock-based compensation.
Revenue Recognition
Funeral and Cemetery Operations Revenue is recognized when control of the merchandise or services is transferred to the customer. Our performance obligations include the delivery of funeral and cemetery merchandise and services and cemetery property interment rights. Control transfers when merchandise is delivered or services are performed. For cemetery property interment rights, control transfers to the customer when the property is developed and the interment right has been sold and can no longer be marketed or sold to another customer. On our atneed contracts, we generally deliver the merchandise and perform the services at the time of need.
Memorial services frequently include performance obligations to direct the service, provide facilities and motor vehicles, catering, flowers, and stationary products. All other performance obligations on these contracts, including arrangement, removal, preparation, embalming, cremation, interment, and delivery of urns and caskets and related memorialization merchandise are fulfilled at the time of need. Personalized marker merchandise and marker installation services sold on atneed contracts are recognized when control is transferred to the customer, generally when the marker is delivered and installed in the cemetery.
Some of our contracts with customers include multiple performance obligations. For these contracts, we allocate the transaction price to each performance obligation based on its relative standalone selling price, which is based on prices charged to customers per our general price list. Packages for service and ancillary items are offered to help the customer make decisions during emotional and stressful times. Package discounts are reflected net in Revenue. We recognize revenue when the merchandise is transferred or the service is performed, in satisfaction of the corresponding performance obligation. Sales taxes collected are recognized on a net basis in our Consolidated Financial Statements.
Ancillary funeral service revenue, which is recorded in Other revenue, represents revenue from our flower shop, pet cremation and online cremation businesses.
The earnings from our preneed trust investments, as well as trust management fees charged by our wholly-owned registered investment advisory firm (“CSV RIA”) are recorded in Other revenue. As of June 30, 2021, CSV RIA provided investment management and advisory services to approximately 80% of our trust assets, for a fee based on the market value of trust assets. Under state trust laws, we are allowed to charge the trust a fee for advising on the investment of the trust assets and these fees are recognized as income in the period in which services are provided.
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Balances due on undelivered preneed funeral trust contracts have been reclassified to reduce Deferred preneed funeral revenue on our Consolidated Balance Sheet of $8.2 million and $8.4 million at December 31, 2020 and June 30, 2021, 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 ten years for preneed funeral contracts.
Balances due from customers on delivered preneed cemetery contracts are included in Accounts receivable, net and Preneed cemetery receivables, net on our Consolidated Balance Sheet. 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 $7.9 million and $9.8 million at December 31, 2020 and June 30, 2021, 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.
See Note 16 to the Consolidated Financial Statements herein for additional information related to revenue.
Income Taxes
We and our subsidiaries file a consolidated U. S. federal income tax return, separate income tax returns in 15 states in which we operate and combined or unitary income tax returns in 14 states in which we operate. We record deferred taxes for temporary differences between the tax basis and financial reporting basis of assets and liabilities. We classify our deferred tax liabilities and assets as non-current on our Consolidated Balance Sheet.
We record a valuation allowance to reflect the estimated amount of deferred tax assets for which realization is uncertain. Management reviews the valuation allowance at the end of each quarter and makes adjustments if it is determined that it is more likely than not that the tax benefits will be realized.
We analyze tax benefits for uncertain tax positions and how they are to be recognized, measured, and derecognized in the financial statements; provide certain disclosures of uncertain tax matters; and specify how reserves for uncertain tax positions should be classified on our Consolidated Balance Sheet.
The Consolidated Appropriations Act was signed into law on December 27, 2020. This Act included several tax provisions directly benefiting individual and corporate taxpayers. The primary benefit in this legislation is a temporary allowance for full deduction for business meals paid or incurred between December 31, 2020 and January 1, 2023.
We filed carryback refund claims for the 2018 and 2019 tax years as allowed by the legislative changes included in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020. As a result of requesting a tax refund in excess of $5 million, we must receive Joint Committee approval and undergo an audit for the tax year ending December 31, 2018. This audit is currently in progress. In 2020, the 2018 tax return was amended to take full advantage of the CARES Act legislative benefits resulting in additional losses that increase the amount of our carryback refund claim. The majority of the net operating losses generated in 2018 are the result of filing non-automatic accounting method changes relating to the recognition of revenue from our cemetery property and merchandise and services sales. Due to the uncertainty of receiving Internal Revenue Service (“IRS”) approval regarding our non-automatic accounting method changes, a reserve has been recorded against the benefit derived from this carrying back that the net operating losses generated. At both December 31, 2020 and June 30, 2021, the reserve for uncertain tax positions was $3.7 million.
Income tax expense during interim periods is based on our forecasted annual effective tax rate plus any discrete items, which are recorded in the period in which they occur. Discrete items include, but are not limited to, such events as changes in estimates due to finalization of income tax returns, tax audit settlements, tax effects of exercised or vested stock-based awards and increases or decreases in valuation allowances on deferred tax assets.
For the three months ended June 30, 2020 and 2021, we had an income tax expense of $3.4 million and an income tax benefit of $4.2 million, respectively and for the six months ended June 30, 2020 and 2021, we had an income tax expense of $1.3 million and $1.4 million, respectively. Our operating tax rate before discrete items was 33.5% and 33.0% for the three months ended June 30, 2020 and 2021, respectively and 33.3% and 28.5% for the six months ended June 30, 2020 and 2021, respectively.
Computation of Earnings Per Common Share
Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options.
Share-based awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are recognized as participating securities and included in the computation of both basic and diluted earnings per share. Our grants of restricted stock awards to our employees and directors are considered participating securities, and we have prepared our
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earnings per share calculations attributable to common stockholders to exclude outstanding unvested restricted stock awards, using the two-class method, in both the basic and diluted weighted average shares outstanding calculation. 
Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. In accordance with ASC 260, we have included in the computation of diluted earnings per share the number of performance awards that would have been issuable as if the end of the reporting period was the end of the contingency period. These shares are considered to be outstanding at the beginning of the reporting period.
See Note 15 to the Consolidated Financial Statements included herein related to the computation of earnings per share.
Subsequent Events
We have evaluated events and transactions during the period subsequent to June 30, 2021 through the date the financial statements were issued for potential recognition or disclosure in the accompanying financial statements covered by this report.
See Note 18 to the Consolidated Financial Statements included herein for additional information related to our subsequent events.
2.RECENTLY ISSUED ACCOUNTING STANDARDS
Accounting Pronouncements Not Yet Adopted
Reference Rate Reform
In March 2020, the FASB issued ASU, Reference Rate Reform (“Topic 848”) to provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London InterBank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company did not utilize the optional expedients and exceptions provided by this ASU during the six months ended June 30, 2021.
3.GOODWILL
The following table presents changes in goodwill in the accompanying Consolidated Balance Sheet (in thousands):
December 31, 2020June 30, 2021
Goodwill at the beginning of the period$398,292 $392,978 
Net increase in goodwill related to acquisitions14,054 — 
Decrease in goodwill related to divestitures(5,736)(1,006)
Decrease in goodwill related to impairments(13,632)— 
Goodwill at the end of the period$392,978 $391,972 
During the six months ended June 30, 2021, we allocated $1.0 million of goodwill to the sale of one funeral home for a loss recorded in Net loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations.
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4.DIVESTED OPERATIONS
During the three and six months ended June 30, 2021, we sold one funeral home for $0.7 million and three funeral homes for $3.5 million, respectively. During the three and six months ended June 30, 2020, we did not sell any funeral homes or cemeteries.
The operating results of these divested funeral homes are reflected in our Consolidated Statements of Operations as shown in the table below (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Revenue$— $29 $— $349 
Operating loss— (37)— (12)
Gain (loss) on divestitures(1)
— (205)— 103 
Income tax benefit (expense)— 80 — (26)
Net income (loss) from divested operations, after tax$— $(162)$— $65 
(1)
Gain (loss) on divestitures is recorded in Net loss on divestitures, disposals and impairments charges on our Consolidated Statements of Operations.
5.RECEIVABLES
Accounts Receivable
Accounts receivable is comprised of the following (in thousands):
June 30, 2021
FuneralCemeteryCorporateTotal
Trade and financed receivables$9,018 $13,014 $— $22,032 
Other receivables436 2,120 303 2,859 
Allowance for credit losses(282)(774)— (1,056)
Accounts receivable, net$9,172 $14,360 $303 $23,835 

December 31, 2020
FuneralCemeteryCorporateTotal
Trade and financed receivables$11,448 $12,230 $— $23,678 
Other receivables367 2,144 201 2,712 
Allowance for credit losses(327)(960)— (1,287)
Accounts receivable, net$11,488 $13,414 $201 $25,103 
Other receivables include supplier rebates, commissions due from third party insurance companies, perpetual care income receivables and proceeds due from an insurance claim. We do not provide an allowance for credit losses for these receivables as we have historically not had any collectability issues nor do we expect any in the foreseeable future.
The following table summarizes the activity in our allowance for credit losses by portfolio segment (in thousands):
January 1, 2021Provision for Credit LossesWrite OffsRecoveriesJune 30, 2021
Trade and financed receivables:
Funeral$(327)$(367)$1,086 $(674)$(282)
Cemetery(960)(175)361 — (774)
Total allowance for credit losses on Trade and financed receivables$(1,287)$(542)$1,447 $(674)$(1,056)
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Preneed Cemetery Receivables
Our preneed cemetery receivables are comprised of the following (in thousands):
December 31, 2020June 30, 2021
Cemetery interment rights$36,696 $39,871 
Cemetery merchandise and services10,526 11,506 
Cemetery financed receivables$47,222 $51,377 
The components of our preneed cemetery receivables are as follows (in thousands):
December 31, 2020June 30, 2021
Preneed cemetery receivables$47,222 $51,377 
Less: unearned finance charges(4,348)(4,732)
Preneed cemetery receivables, at amortized cost$42,874 $46,645 
Less: allowance for credit losses(2,604)(2,142)
Less: balances due on undelivered cemetery preneed contracts(7,919)(9,836)
Less: amounts in accounts receivable(11,270)(12,240)
Preneed cemetery receivables, net$21,081 $22,427 
The following table summarizes the activity in our allowance for credit losses for Preneed cemetery receivables, net (in thousands):
January 1, 2021Provision for Credit LossesWrite OffsJune 30, 2021
Total allowance for credit losses on Preneed cemetery receivables, net
$(1,644)$(307)$583 $(1,368)
The amortized cost basis of our preneed cemetery receivables by year of origination at June 30, 2021 is as follows (in thousands):
20212020201920182017PriorTotal
Total preneed cemetery receivables, at amortized cost$15,429 $13,943 $8,602 $4,392 $2,235 $2,044 $46,645 
The aging of past due preneed cemetery receivables at June 30, 2021 is as follows (in thousands):
31-60
Past Due
61-90
Past Due
91-120
Past Due
>120
Past Due
Total Past
Due
CurrentTotal
Recognized revenue$689 $769 $111 $1,902 $3,471 $33,624 $37,095 
Deferred revenue329 152 30 401 912 13,370 14,282 
Total contracts$1,018 $921 $141 $2,303 $4,383 $46,994 $51,377 
6.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 CSV RIA 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 which 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.
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 foreign debt, corporate debt, preferred stocks, mortgage-
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backed securities and fixed income mutual funds and other investments, all of which are classified within Level 2 of the valuation hierarchy. We review and update our fair value hierarchy classifications quarterly. See Note 8 to the Consolidated Financial Statements included herein for further information of the fair value measurement.
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.
For fixed income securities in an unrealized loss position, we first assess whether we intend to sell or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For fixed income securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If our assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis.
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, 2020June 30, 2021
Preneed cemetery trust investments, at market value$89,081 $101,288 
Less: allowance for contract cancellation(2,477)(2,749)
Preneed cemetery trust investments$86,604 $98,539 
The cost and market values associated with preneed cemetery trust investments at June 30, 2021 are detailed below (in thousands):
Fair Value Hierarchy LevelCostUnrealized
Gains
Unrealized
Losses
Fair Market
Value
Cash and money market accounts1$2,846 $— $— $2,846 
Fixed income securities:
Foreign debt217,529 2,578 (507)19,600 
Corporate debt212,639 1,703 (7)14,335 
Preferred stock212,205 1,090 (296)12,999 
Common stock135,651 5,410 (2,356)38,705 
Mutual funds:
Fixed Income210,767 1,388 (144)12,011 
Trust securities$91,637 $12,169 $(3,310)$100,496 
Accrued investment income$792 $792 
Preneed cemetery trust investments$101,288 
Market value as a percentage of cost109.7%
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The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
Due in one year or less$— 
Due in one to five years12,330 
Due in five to ten years7,187 
Thereafter27,417 
Total fixed income securities$46,934 
The cost and market values associated with preneed cemetery trust investments at December 31, 2020 are detailed below (in thousands):
Fair Value Hierarchy LevelCostUnrealized
Gains
Unrealized
Losses
Fair Market
Value
Cash and money market accounts1$1,859 $— $— $1,859 
Fixed income securities:
Foreign debt215,953 2,083 (702)17,334 
Corporate debt214,856 1,820 (358)16,318 
Preferred stock211,886 980 (336)12,530 
Mortgage-backed securities2272 — (159)113 
Common stock130,253 7,642 (6,601)31,294 
Mutual funds:
Fixed income27,494 1,331 (185)8,640 
Trust Securities$82,573 $13,856 $(8,341)$88,088 
Accrued investment income$993 $993 
Preneed cemetery trust investments$89,081 
Market value as a percentage of cost106.7%
The following table summarized our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at June 30, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
June 30, 2021
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$4,440 $(202)$736 $(305)$5,176 $(507)
Corporate debt— — 378 (7)378 (7)
Preferred stock— — 4,095 (296)4,095 (296)
Total fixed income securities with an unrealized loss$4,440 $(202)$5,209 $(608)$9,649 $(810)
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The following table summarized our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2020
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$2,517 $(57)$371 $(645)$2,888 $(702)
Corporate debt784 (99)542 (259)1,326 (358)
Preferred stock709 (118)4,049 (218)4,758 (336)
Mortgage-backed securities— — 112 (159)112 (159)
Total fixed income securities with an unrealized loss$4,010 $(274)$5,074 $(1,281)$9,084 $(1,555)
Preneed cemetery trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Investment income$653 $662 $972 $1,129 
Realized gains1,619 10,016 3,535 14,108 
Realized losses(2,200)(3,831)(3,572)(6,349)
Unrealized gains (losses), net12,343 (849)(3,961)8,859 
Expenses and taxes(438)(435)(625)(762)
Net change in deferred preneed cemetery receipts held in trust(11,977)(5,563)3,651 (16,985)
$— $— $— $— 
Purchases and sales of investments in the preneed cemetery trusts are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Purchases$(13,597)$(18,797)$(32,454)$(27,208)
Sales12,135 19,352 25,366 27,401 
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, 2020June 30, 2021
Preneed funeral trust investments, at market value$104,166 $112,910 
Less: allowance for contract cancellation(2,931)(3,119)
Preneed funeral trust investments$101,235 $109,791 
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The cost and market values associated with preneed funeral trust investments at June 30, 2021 are detailed below (in thousands):
Fair Value Hierarchy LevelCostUnrealized
Gains
Unrealized
Losses
Fair Market
Value
Cash and money market accounts1$18,865 $— $— $18,865 
Fixed income securities:
U.S treasury debt1817 — — 817 
Foreign debt216,774 2,429 (465)18,738 
Corporate debt211,113 1,525 (6)12,632 
Preferred stock210,947 983 (280)11,650 
Common stock132,709 5,051 (2,105)35,655 
Mutual funds:
Fixed income28,913 1,168 (94)9,987 
Other investments23,856 — — 3,856 
Trust securities$103,994 $11,156 $(2,950)$112,200 
Accrued investment income$710 $710 
Preneed funeral trust investments$112,910 
Market value as a percentage of cost107.9%
The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
Due in one year or less$817 
Due in one to five years11,027 
Due in five to ten years6,530 
Thereafter25,463 
Total fixed income securities$43,837 
The cost and market values associated with preneed funeral trust investments at December 31, 2020 are detailed below (in thousands):
Fair Value Hierarchy LevelCostUnrealized
Gains
Unrealized
Losses
Fair Market
Value
Cash and money market accounts1$18,478 $— $— $18,478 
Fixed income securities:
U.S. treasury debt1819 — 825 
Foreign debt215,144 2,018 (634)16,528 
Corporate debt213,292 1,638 (310)14,620 
Preferred stock210,944 900 (298)11,546 
Mortgage-backed securities2293 (155)139 
Common stock128,327 7,364 (6,052)29,639 
Mutual funds:
Fixed income26,475 1,198 (121)7,552 
Other investments23,928 — — 3,928 
Trust securities$97,700 $13,125 $(7,570)$103,255 
Accrued investment income$911 $911 
Preneed funeral trust investments$104,166 
Market value as a percentage of cost105.7%
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The following table summarized our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at June 30, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
June 30, 2021
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$4,539 $(196)$650 $(269)$5,189 $(465)
Corporate debt— — 357 (6)357 (6)
Preferred stock— — 3,874 (280)3,874 (280)
Total fixed income securities with an unrealized loss$4,539 $(196)$4,881 $(555)$9,420 $(751)
The following table summarized our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2020
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$2,225 $(55)$337 $(579)$2,562 $(634)
Corporate debt763 (96)528 (214)1,291 (310)
Preferred stock506 (87)3,942 (211)4,448 (298)
Mortgage-backed securities— — 111 (155)111 (155)
Total fixed income securities with an unrealized loss$3,494 $(238)$4,918 $(1,159)$8,412 $(1,397)
Preneed funeral trust investment security transactions recorded in Other, net on the Consolidated Statements of Operations are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Investment income$604 $535 $862 $904 
Realized gains1,606 9,388 4,157 13,259 
Realized losses(2,053)(3,528)(3,182)(5,896)
Unrealized gains (losses), net11,889 (1,113)(3,385)8,206 
Expenses and taxes(253)(436)(350)(632)
Net change in deferred preneed funeral receipts held in trust(11,793)(4,846)1,898 (15,841)
$— $— $— $— 
Purchases and sales of investments in the preneed funeral trusts are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Purchases$(13,153)$(17,863)$(31,691)$(25,491)
Sales11,888 17,765 27,856 25,289 
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Cemetery Perpetual Care Trust Investments
Care trusts’ corpus on our Consolidated Balance Sheet represent the corpus of those trusts plus undistributed income. The components of Care trusts’ corpus are as follows (in thousands):
December 31, 2020June 30, 2021
Cemetery perpetual care trust investments, at market value$70,828 $75,290 
Obligations due from trust(1,121)(1,391)
Care trusts’ corpus$69,707 $73,899 
The following table reflects the cost and fair market values associated with the trust investments held in perpetual care trust funds at June 30, 2021 (in thousands):
Fair Value Hierarchy LevelCostUnrealized
Gains
Unrealized
Losses
Fair Market
Value
Cash and money market accounts1$1,300 $— $— $1,300 
Fixed income securities:
Foreign debt212,824 1,898 (374)14,348 
Corporate debt29,551 1,372 (5)10,918 
Preferred stock210,085 842 (208)10,719 
Common stock125,978 4,281 (1,921)28,338 
Mutual funds:
Fixed Income28,127 1,093 (161)9,059 
Trust securities$67,865 $9,486 $(2,669)$74,682 
Accrued investment income$608 $608 
Cemetery perpetual care investments$75,290 
Market value as a percentage of cost110.0%
The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
Due in one year or less$— 
Due in one to five years8,736 
Due in five to ten years5,738 
Thereafter21,511 
Total fixed income securities$35,985 
The following table reflects the cost and fair market values associated with the trust investments held in perpetual care trust funds at December 31, 2020 (in thousands):
Fair Value Hierarchy LevelCostUnrealized
Gains
Unrealized
Losses
Fair Market
Value
Cash and money market accounts1$686 $— $— $686 
Fixed income securities:
Foreign debt212,539 1,641 (582)13,598 
Corporate debt211,684 1,506 (240)12,950 
Preferred stock210,444 819 (355)10,908 
Mortgage-backed securities2206 — (121)85 
Common stock123,662 6,108 (5,255)24,515 
Mutual funds:
Fixed income26,444 1,054 (220)7,278 
Trust securities$65,665 $11,128 $(6,773)$70,020 
Accrued investment income$808 $808 
Cemetery perpetual care investments$70,828 
Market value as a percentage of cost106.6%
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The following table summarized our fixed income securities (excluding mutual funds) within our perpetual care trust investment in an unrealized loss position at June 30, 2021, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
June 30, 2021
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$2,968 $(132)$580 $(242)$3,548 $(374)
Corporate debt— — 265 (5)265 (5)
Preferred stock— — 2,878 (208)2,878 (208)
Total fixed income securities with an unrealized loss$2,968 $(132)$3,723 $(455)$6,691 $(587)
The following table summarized our fixed income securities (excluding mutual funds) within our perpetual care trust investment in an unrealized loss position at December 31, 2020, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
December 31, 2020
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$1,728 $(43)$312 $(539)$2,040 $(582)
Corporate debt592 (74)410 (166)1,002 (240)
Preferred stock1,142 (191)3,060 (164)4,202 (355)
Mortgage-backed securities— — 85 (121)85 (121)
Total fixed income securities with an unrealized loss$3,462 $(308)$3,867 $(990)$7,329 $(1,298)
Perpetual care trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Realized gains$439 $1,258 $1,148 $1,949 
Realized losses(606)(496)(1,285)(916)
Unrealized gains (losses), net10,068 (882)(3,457)6,817 
Net change in Care trusts’ corpus(9,901)120 3,594 (7,850)
Total$— $— $— $— 
Perpetual care trust investment security transactions recorded in Other revenue on our Consolidated Statements of Operations are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Investment income$1,942 $2,710 $3,347 $5,223 
Realized losses, net27 (141)(9)(279)
Total$1,969 $2,569 $3,338 $4,944 
Purchases and sales of investments in the perpetual care trusts are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Purchases$(11,066)$(12,919)$(25,678)$(19,056)
Sales9,458 13,307 22,152 19,263 
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7.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, 2020June 30, 2021
Preneed trust funeral funds, at cost$17,365 $18,308 
Less: allowance for contract cancellation(521)(550)
Receivables from preneed funeral trusts, net$16,844 $17,758 
The following summary reflects the composition of the assets held in trust and controlled by third parties to satisfy our future obligations under preneed arrangements related to the preceding contracts at December 31, 2020 and June 30, 2021. 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.
The composition of the preneed funeral trust funds at June 30, 2021 is as follows (in thousands):
Historical
Cost Basis
Fair Value
Cash and cash equivalents$5,066 $5,066 
Fixed income investments10,843 10,843 
Mutual funds and common stocks2,394 2,508 
Annuities
Total$18,308 $18,422 
The composition of the preneed funeral trust funds at December 31, 2020 is as follows (in thousands):
Historical
Cost Basis
Fair Value
Cash and cash equivalents$4,604 $4,604 
Fixed income investments10,355 10,355 
Mutual funds and common stocks2,402 2,569 
Annuities
Total$17,365 $17,532 
8.FAIR VALUE MEASUREMENTS
We evaluated our financial assets and liabilities for those financial assets and liabilities 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 New Credit Facility (as defined in Note 10) and New Senior Notes (as defined in Note 11) are classified within Level 2 of the Fair Value Measurements hierarchy.
At June 30, 2021, the carrying value and fair value of our New Credit Facility was $60.5 million. We believe that our New Credit Facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and therefore, the carrying value of our New 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 of the reporting date. At June 30, 2021, the carrying value of our acquisition debt was $5.2 million, which approximated its fair value. The fair value of our New Senior Notes was approximately $399.5 million at June 30, 2021 based on the last traded or broker quoted price.
At December 31, 2020 and June 30, 2021, we did not have any assets that had fair values determined by Level 3 inputs and no liabilities measured at fair value.
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. 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 6 and 7 to our Consolidated Financial Statements herein for the fair value hierarchy levels of our trust investments.
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9.INTANGIBLE AND OTHER NON-CURRENT ASSETS
Intangible and other non-current assets are as follows (in thousands):
December 31, 2020June 30, 2021
Tradenames$23,565 $23,565 
Prepaid agreements not-to-compete, net of accumulated amortization of $3,193 and $3,530, respectively
2,785 2,515 
Capitalized commissions on preneed contracts, net of accumulated amortization of $1,594 and $1,902, respectively
3,141 3,384 
Other51 — 
Intangible and other non-current assets, net $29,542 $29,464 
Tradenames
Our tradenames have indefinite lives and therefore are not amortized.
Prepaid Agreements
Prepaid agreements not-to-compete are amortized over the term of the respective agreements, ranging generally from one to ten years. Amortization expense was $166,000 and $169,000 for the three months ended June 30, 2020 and 2021, respectively and $353,000 and $337,000 for the six months ended June 30, 2020 and 2021, respectively.
Capitalized Commissions
We capitalize our selling costs related to preneed cemetery merchandise and services and preneed funeral trust contracts. These costs are amortized on a straight-line basis over the average maturity period for our preneed cemetery merchandise and services contracts and preneed funeral trust contracts, of eight and ten years, respectively. Amortization expense was $144,000 and $156,000 for the three months ended June 30, 2020 and 2021, respectively and $285,000 and $308,000 for the six months ended June 30, 2020 and 2021, respectively.
The aggregate amortization expense for our non-compete agreements and capitalized commissions as of June 30, 2021 is as follows (in thousands):
Prepaid AgreementsCapitalized Commissions
Years ending December 31,
Remainder of 2021$298 $424 
2022519 609 
2023446 553 
2024380 490 
2025373 424 
Thereafter499 884 
Total amortization expense$2,515 $3,384 
10.CREDIT FACILITY AND ACQUISITION DEBT
At December 31, 2020, our senior secured revolving credit facility (the “Former Credit Facility”) was comprised of: (i) a $190.0 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 form of increased revolving commitments or incremental term loans. The final maturity of the Former Credit Facility will occur on May 31, 2023.
On May 13, 2021, in connection with the issuance of the New Senior Notes (defined in Note 11), we entered into an amended and restated $150.0 million senior secured revolving credit facility (the “New Credit Facility”) with the New Credit Facility Subsidiary Guarantors (as defined below), the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent. We incurred $0.8 million in transactions costs related to the New Credit Facility, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.
On May 13, 2021, we used approximately $21.4 million of the availability under the New Credit Facility to repay the outstanding balances under our Former Credit Facility and all commitments thereunder were terminated. In connection with the repayment in full of all amounts due thereunder, the Former Credit Facility was retired and $2.1 million of letters of credit
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previously issued under the Former Credit Facility were deemed issued under (and remain outstanding under) the New Credit Facility. In connection with the termination of the Former Credit Facility, for the three and six months ended June 30, 2021, we recognized a loss on the write-off of $0.1 million in unamortized debt issuance costs, which was recorded in Net loss on extinguishment of debt.
Immediately following the issuance of the New Senior Notes, we had outstanding borrowings under the New Credit Facility of $58.8 million and $89.1 million available for additional borrowings after giving effect to the $2.1 million of outstanding letters of credit.
Our obligations under the New Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the New Senior Notes and certain of our subsequently acquired or organized domestic subsidiaries (collectively, the “Subsidiary Guarantors”). The New Credit Facility allows for future increases in the facility size in the form of increased revolving commitments or new incremental term loans by an additional amount of up to $75.0 million in the aggregate. The final maturity of the New Credit Facility will occur on May 13, 2026.
The New Credit Facility is secured by a first-priority perfected security interest in and lien on substantially all of the Company’s personal property assets and those of the Subsidiary Guarantors. In addition, the New Credit Facility includes provisions which require the Company and the Subsidiary Guarantors, upon the occurrence of an event of default or in the event the Company’s actual Total Leverage Ratio is not at least 0.25 less than the required Total Leverage Ratio covenant level under the New Credit Facility, to grant additional liens on real property assets accounting for no less than 50% of the Company’s and the Subsidiary Guarantors’ funeral operations if requested by the administrative agent.
The New 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, the maintenance of property and insurance, amongst others.
In addition, the New 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, and pay dividends and other restricted payments, and certain financial maintenance covenants. At June 30, 2021, we were subject to the following financial covenants under our New Credit Facility: (A) a Total Leverage Ratio not to exceed 5.00 to 1.00 and (B) a Fixed Charge Coverage Ratio (as defined in the New 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 New Credit Facility as of June 30, 2021.
Our Credit Facility and Acquisition debt consisted of the following (in thousands):
December 31, 2020June 30, 2021
Credit Facility$47,200 $60,500 
Debt issuance costs, net of accumulated amortization of $819 and $1,161, respectively
(1,136)(1,563)
Total Credit Facility$46,064 $58,937 
Acquisition debt$5,509 $5,215 
Less: current portion(1,027)(814)
Total acquisition debt, net of current portion$4,482 $4,401 
At June 30, 2021, we had outstanding borrowings under the New Credit Facility of $60.5 million. We also had one letter of credit for $2.1 million outstanding under the New Credit Facility, which will expire on November 25, 2021. This letter of credit is expected to automatically renew annually and secures our obligations under our various self-insured policies. At June 30, 2021, we had $87.4 million of availability under the New Credit Facility.
Outstanding borrowings under our New Credit Facility bear interest at either a prime rate or a LIBOR rate, plus an applicable margin based upon our leverage ratio. At June 30, 2021, the prime rate margin was equivalent to 0.75% and the LIBOR rate margin was 1.75%. The weighted average interest rate on our New Credit Facility was 2.5% and 2.8% and for the three and six months ended June 30, 2021, respectively. The weighted average interest rate on our Former Credit Facility was 3.6% and 3.9% for the three and six months ended June 30, 2020, respectively.
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The interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Credit Facility interest expense$1,106 $372 $2,336 $817 
Credit Facility amortization of debt issuance costs118 99 245 217 
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 7.3% to 10.0%. Original maturities range from five to twenty years.
The imputed interest expense related to our acquisition debt is as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Acquisition debt imputed interest expense$124 $93 $251 $190 
11. SENIOR NOTES
On May 13, 2021, we completed the issuance of $400.0 million in aggregate principal amount 4.25% Senior Notes due 2029 (the “New Senior Notes”) and related guarantees by the Subsidiary Guarantors in a private offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).
We used the proceeds of $395.5 million from the offering of the New Senior Notes, which are net of a 1.125% debt discount of $4.5 million, together with cash on hand and borrowings under the New Credit Facility, to redeem all of our existing $400.0 million in aggregate principal amount 6.625% senior notes due 2026 (the “Original Senior Notes”). We paid a premium of $19.9 million to redeem the Original Senior Notes on June 1, 2021 at a redemption price of 104.97% of the principal amount thereof, plus accrued and unpaid interest of $13.25 million. We incurred $1.3 million in transaction costs related to the New Senior Notes.
For the three and six months ended June 30, 2021, we recognized a net loss of $23.7 million related to the redemption of the Original Senior Notes, which was recorded in Net loss on extinguishment of debt. The loss is composed of the $19.9 million call premium, the write-off of $3.4 million in unamortized debt discount, the write-off of $1.8 million in unamortized debt issuance costs, offset by the write-off of $1.4 million in unamortized debt premium.
The New 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 (“Collateral Trustee”).
The New Senior Notes bear interest at 4.25% per year. Interest on the New Senior Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The New Senior Notes mature on May 15, 2029, unless earlier redeemed or purchased. The New 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.
We may redeem the New Senior Notes, in whole or in part, at the redemption price of 102.13% on or after May 15, 2024, 101.06% on or after May 15, 2025 and 100% on or after May 15, 2026, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time before May 15, 2024, we may also redeem all or part of the New Senior Notes at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. In addition, before May 15, 2024, we may redeem up to 40% of the aggregate principal amount of the New Senior Notes outstanding using an amount of cash equal to the net proceeds of certain equity offerings, at a price of 104.25% of the principal amount of the New Senior Notes, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption; provided that (1) at least 50% of the aggregate principal amount of the New Senior Notes (including any additional New Senior Notes) outstanding under the Indenture remain outstanding immediately after the occurrence of such redemption (unless all New Senior Notes are redeemed concurrently), and (2) each such redemption must occur within 180 days of the date of the consummation of any such equity offering.
If a “change of control” occurs, holders of the New Senior Notes will have the option to require us to purchase for cash all or a portion of their New Senior Notes at a price equal to 101% of the principal amount of the New Senior Notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the New Senior Notes at a price equal to 100% of the principal amount of the New Senior Notes, plus accrued and unpaid interest.
The Indenture contains restrictive covenants limiting our ability and 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,
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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 debt discount and the debt issuance costs are being amortized using the effective interest method over the remaining term of approximately 95 months of the New Senior Notes. The effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the New Senior Notes for both three and six months ended June 30, 2021 was 4.42% and 4.30%, respectively.
The carrying value of our Senior Notes is reflected on our Consolidated Balance Sheet as follows (in thousands):
December 31, 2020June 30, 2021
Long-term liabilities:
Principal amount$400,000 $400,000 
Debt premium, net of accumulated amortization of $221
1,467 — 
Debt discount, net of accumulated amortization of $1,293 and $62, respectively
(3,582)(4,438)
Debt issuance costs, net of accumulated amortization of $496 and $18, respectively
(1,917)(1,259)
Carrying value of the Senior Notes$395,968 $394,303 
At June 30, 2021, the fair value of the New Senior Notes, which are Level 2 measurements, was $399.5 million.
The interest expense and amortization of debt discount, debt premium and debt issuance costs related to our Senior Notes are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Senior Notes interest expense$6,625 $6,642 $13,250 $13,267 
Senior Notes amortization of debt discount131 128 260 266 
Senior Notes amortization of debt premium55 27 109 85 
Senior Notes amortization of debt issuance costs69 53 136 127 
The effective interest rate on the unamortized debt issuance costs for the Original Senior Notes, issued in May 2018, for both three and six months ended June 30, 2021 was 6.87% and 6.69%, respectively. The effective interest rate on the unamortized debt premium and the unamortized debt issuance costs for the additional Original Senior Notes, issued in December 2019, for both three and six months ended June 30, 2021 was 6.20% and 6.88%, respectively.
12.LEASES
Our lease obligations consist of operating and finance leases related to real estate and equipment. The components of lease cost are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
Income Statement Classification2020202120202021
Operating lease cost
Facilities and grounds expense(1)
$954 $964 $1,911 $1,924 
Short-term lease cost
Facilities and grounds expense(1)
38 57 70 106 
Variable lease cost
Facilities and grounds expense(1)
16 26 57 
Finance lease cost:
Depreciation of leased assets
Depreciation and amortization(2)
$109 $109 $218 $217 
Interest on lease liabilitiesInterest expense125 119 251 239 
Total finance lease cost234 228 469 456 
Total lease cost$1,227 $1,265 $2,476 $2,543 
(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 and Home office depreciation and amortization on our Consolidated Statements of Operations.
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Supplemental cash flow information related to our leases is as follows (in thousands):
Six months ended June 30,
20202021
Cash paid for operating leases included in operating activities$1,507 $1,930 
Cash paid for finance leases included in financing activities400 417 
Right-of-use assets obtained in exchange for new leases is as follows (in thousands):
Six months ended June 30,
20202021
Right-of-use assets obtained in exchange for new operating lease liabilities$77 $75 
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, 2020June 30, 2021
Operating lease right-of-use assetsOperating lease right-of-use assets$21,201 $20,256 
Finance lease right-of-use assetsProperty, plant and equipment, net$6,770 $6,770 
Accumulated depreciationProperty, plant and equipment, net(2,005)(2,222)
Finance lease right-of-use assets, net$4,765 $4,548 
Operating lease current liabilitiesCurrent portion of operating lease obligations$2,082 $2,018 
Finance lease current liabilitiesCurrent portion of finance lease obligations323 340 
Total current lease liabilities$2,405 $2,358 
Operating lease non-current liabilitiesObligations under operating leases, net of current portion$20,302 $19,420 
Finance lease non-current liabilitiesObligations under finance leases, net of current portion5,531 5,356 
Total non-current lease liabilities$25,833 $24,776 
Total lease liabilities$28,238 $27,134 
The average lease terms and discount rates at June 30, 2021 are as follows:
Weighted-average remaining lease term (years)Weighted-average discount rate
Operating leases10.38.1 %
Finance leases5.48.2 %
The aggregate future lease payments for operating and finance leases at June 30, 2021 are as follows (in thousands):
OperatingFinance
Lease payments due:
Remainder of 2021$1,898 $418 
20223,453 860 
20233,326 860 
20243,301 791 
20253,162 736 
Thereafter16,187 5,555 
Total lease payments31,327 9,220 
Less: Interest(9,889)(3,524)
Present value of lease liabilities$21,438 $5,696 
At June 30, 2021, we had no additional significant operating or finance leases that had not yet commenced.
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13.COMMITMENTS AND CONTINGENCIES
Chinchilla v. Carriage Services, Inc., et al., Superior Court of California, San Joaquin County, Case No. STK-CV-UOE-2021-0004661. On May 19, 2021, a putative class action against the Company and several of our subsidiaries was filed. Plaintiff, a former employee, seeks monetary damages on behalf of himself and other similarly situated current and former non-exempt employees. Plaintiff claims that the Company failed to, among other things, pay minimum wages, provide meal and rest breaks, pay overtime, provide accurately itemized wage statements, reimburse employees for business expenses, and provide wages when due. At June 30, 2021, we are unable to reasonably estimate the possible loss or ranges of loss, if any.
14.STOCKHOLDERS EQUITY
Restricted Stock
During the three months ended June 30, 2020 and 2021, we did not issue restricted stock. We cancelled 966 shares of restricted stock in connection with an employee's termination of employment. During the six months ended June 30, 2021, we issued restricted stock to certain employees totaling 9,300 shares that vest over a three-year period and had an aggregate grant date market value of $324,000 at a weighted average stock price of $34.79. In addition, 9,688 shares of vested restricted stock were returned for the payment of payroll taxes equivalent to $347,000.
During the six months ended June 30, 2020, we issued restricted stock to certain employees totaling 10,200 shares that vest over a three-year period and had an aggregate grant date market value of $255,000 at a weighted average stock price of $25.00. In addition, 9,874 shares of vested restricted stock were returned for the payment of payroll taxes equivalent to $235,000.
We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for restricted stock awards of $183,000 and $98,000, for the three months ended June 30, 2020 and 2021, respectively and $368,000 and $219,000, for the six months ended June 30, 2020 and 2021, respectively.
Stock Options
During the three months ended June 30, 2021, we did not issue stock options. During the six months ended June 30, 2021, we granted 701,400 options to certain key employees at a weighted average price of $34.79. These options will vest in one-fifth increments over a five-year period and have a ten-year term. The fair value of these options was $7.1 million. We also granted an additional 150,000 options to a certain key employee at a weighted average price of $34.79. These options will vest when the price of our common stock closes at or above the specified prices below for three consecutive days within the ten-year term and the employee has remained continuously employed by us through such date. The fair value of these options was $1.7 million.
During the three and six months ended June 30, 2020, we granted 20,000 options to a certain key employee at a weighted average price of $18.02. On June 26, 2020, we cancelled 100,000 options in connection with the resignation of our President and Chief Operating Officer.
During the three months ended June 30, 2021, employees exercised 180,629 stock options of which 95,763 were surrendered by employees to pay the option price and taxes related to the option exercises. These options were exercised at a weighted average exercise price of $20.44 with an aggregate intrinsic value of $3.1 million. During the six months ended June 30, 2021, employees exercised 281,629 stock options of which 168,506 were surrendered by employees to pay the option price and taxes related to the option exercises. These options were exercised at a weighted average exercise price of $21.78 with an aggregate intrinsic value of $4.4 million. We received $1.7 million in cash for payment of the option price, of which $224,000 settled on July 2, 2021 and we withheld $976,000 for payment of payroll taxes. In addition, in accordance with the terms of the separation agreement, we accelerated 12,980 options in connection with the resignation of an employee which resulted in an additional $129,000 of stock-based compensation expense.
We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for stock options, including the accelerated stock options discussed above of $122,000 and $480,000, for the three months ended June 30, 2020 and 2021, respectively and $337,000 and $1,040,000, for the six months ended June 30, 2020 and 2021, respectively.
Performance Awards
During the three and six months ended June 30, 2021, we granted 10,254 performance awards to certain employees with a fair value of $0.4 million. During the three and six months ended June 30, 2021, we cancelled 6,987 and 34,935 performance awards, respectively, in connection with the termination of employment for three employees.
On June 1, 2021, we amended the performance award agreements granted on May 19, 2020 for certain executive employees. The amendment granted an additional 70,236 performance awards payable in shares to three of our executives.
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These awards will vest (if at all) on December 31, 2024, provided that the Company’s common stock reaches one of three predetermined growth targets for a sustained period beginning on the grant date of June 1, 2021 and ending on December 31, 2024. The additional grant was treated as a modification of the original performance award agreement and resulted in an additional $2.6 million of incremental compensation costs, which are expected to be recognized over the remaining term of 43 months.
The fair values of the performance awards granted during the three months ended June 30, 2021 were determined by using
the Monte-Carlo simulation pricing model with the following assumptions:
April 16, 2021June 1, 2021
Performance PeriodApril 16, 2021 - December 31, 2024June 1, 2021 - December 31, 2024
Simulation period (years)3.713.58
Share price at grant date$35.83$38.78
Expected volatility41.17 %41.79 %
Risk-free interest rate0.52 %0.46 %
During the six months ended June 30, 2020, we issued 237,500 performance awards to certain employees, payable in shares, with a fair value of $2.8 million. On May 19, 2020, we cancelled all performance award agreements previously awarded to all individuals during 2019 and the February 19, 2020 award. Concurrently with the cancellation, the Compensation Committee of the Board of Directors (the “Board”) approved 368,921 new performance awards to be issued to certain employees. These new performance awards were treated as a modification of the cancelled awards and resulted in an additional $1.7 million of incremental compensation costs.
On June 25, 2020, we granted an additional 13,974 performance awards to our then Vice-President of Cemetery Sales and Marketing with a fair value of $0.2 million. On June 26, 2020, we cancelled 33,538 performance awards in connection with the resignation of our President and Chief Operating Officer.
We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for performance awards of $182,000 and $352,000 for the three months ended June 30, 2020 and 2021, respectively and $303,000 and $589,000 for the six months ended June 30, 2020 and 2021, respectively.
Employee Stock Purchase Plan
During the three months ended June 30, 2020 and 2021, employees purchased a total of 17,020 and 13,706 shares, respectively, at a weighted average price of $15.40 and $26.32 per share, respectively. During the six months ended June 30, 2020 and 2021, employees purchased a total of 43,314 and 31,888 shares, respectively, at a weighted average price of $14.39 and $26.32 per share, respectively.
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:
2021
Dividend yield
0.01%
Expected volatility
48.14%
Risk-free interest rate
0.09%, 0.09%, 0.10%, 0.10%
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 expenses and Regional and unallocated funeral and cemetery costs, for the ESPP totaling $80,000 and $135,000 for the three months ended June 30, 2020 and 2021, respectively and $244,000 and $341,000 for the six months ended June 30, 2020 and 2021, respectively.
Non-Employee Director Compensation
During the three months ended June 30, 2021, we granted 4,333 shares of our common stock to six Directors and 135 shares of our common stock to an advisor to our Board, which were valued at $160,000 and $5,000, respectively, at a weighted average stock price of $36.97. During the six months ended June 30, 2021, we granted 9,373 shares of our common stock to six Directors and 277 shares of our common stock to an advisor to our Board, which were valued at $338,000 and $10,000, respectively, at a weighted average stock price of $36.01.
During the three months ended June 30, 2020, we granted 7,859 shares of our common stock to five Directors, and 275 shares of common stock to an advisor to our Board, which were valued at $142,000 and $5,000 respectively at a weighted
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average stock price of $18.12. During the six months ended June 30, 2020, we granted 16,680 shares of our common stock to five Directors, and 584 shares of common stock to an advisor to our Board, which were valued at $285,000 and $10,000, respectively at a weighted average stock price of $17.08.
We recorded stock-based compensation expense, which is included in General, administrative and other expenses, related to annual retainers, including the value of stock granted to Directors and an advisor to our Board, of $201,000 and $219,000 for the three months ended June 30, 2020 and 2021, respectively and $402,000 and $455,000 for the six months ended June 30, 2020 and 2021, respectively.
Share Repurchase
On May 18, 2021, our Board approved an additional $25.0 million under our share repurchase program in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the three and six months ended June 30, 2021, we repurchased 324,700 shares of common stock (of which 24,700 settled in July 2021) for a total cost of $12.3 million (of which $742,000 settled in July 2021) at an average cost of $37.88 per share pursuant to our share repurchase program. Our shares were purchased in the open market at times and in amounts as management determined appropriate based on factors such as market conditions, legal requirements and other business considerations. Shares purchased pursuant to the repurchase program are currently held as treasury shares. At June 30, 2021, we had approximately $38.3 million available for repurchase under our share repurchase program. See Note 18 to the Consolidated Financial Statements included herein for additional information related to our share repurchase program.
Cash Dividends
Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):
2021Per ShareDollar Value
March 1st
$0.100 $1,799 
June 1st
0.100 1,808 
2020Per ShareDollar Value
March 1st
$0.075 $1,339 
June 1st
0.075 1,343 
15.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 June 30,Six months ended June 30,
2020202120202021
Numerator for basic and diluted earnings per share:
Net income (loss)$6,397 $(6,167)$2,200 $6,766 
Less: Loss (earnings) allocated to unvested restricted stock(18)(8)(13)
Income (loss) attributable to common stockholders$6,379 $(6,159)$2,192 $6,753 
Denominator:
Denominator for basic earnings per common share - weighted average shares outstanding17,860 17,967 17,833 17,966 
Effect of dilutive securities:
Stock options29 213 29 232 
Performance awards— 331 — 166 
Denominator for diluted earnings per common share - weighted average shares outstanding17,889 18,511 17,862 18,364 
Basic earnings (loss) per common share:$0.36 $(0.34)$0.12 $0.38 
Diluted earnings (loss) per common share:$0.36 $(0.33)$0.12 $0.37 
For the three and six months ended June 30, 2020 there were 1,017,383 and 1,025,734 stock options, respectively, excluded from the computation of diluted earnings per share because the inclusion of such stock options would result in an
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antidilutive effect. For the three and six months ended June 30, 2021, no stock options were excluded from the computation of diluted earnings per share.
Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. On April 1, 2021, our stock price reached $35.80 for an average of twenty days, thus meeting the performance criteria for the first tranche of performance awards to be considered outstanding and therefore, included in the computation of diluted earnings per share as of the beginning of the reporting period.
16.SEGMENT REPORTING
Revenue, disaggregated by major source for each of our reportable segments was as follows (in thousands):
Three months ended June 30, 2021
FuneralCemeteryTotal
Services$36,225 $3,894 $40,119 
Merchandise20,370 3,658 24,028 
Cemetery property— 17,578 17,578 
Other revenue3,237 3,315 6,552 
Total$59,832 $28,445 $88,277 

Three months ended June 30, 2020
FuneralCemeteryTotal
Services$35,653 $3,227 $38,880 
Merchandise20,121 2,512 22,633 
Cemetery property— 10,009 10,009 
Other revenue3,347 2,608 5,955 
Total$59,121 $18,356 $77,477 

Six months ended June 30, 2021
FuneralCemeteryTotal
Services$79,747 $8,129 $87,876 
Merchandise44,831 7,082 51,913 
Cemetery property— 31,589 31,589 
Other revenue7,028 6,508 13,536 
Total$131,606 $53,308 $184,914 

Six months ended June 30, 2020
FuneralCemeteryTotal
Services$73,212 $6,400 $79,612 
Merchandise40,821 4,798 45,619 
Cemetery property— 18,294 18,294 
Other revenue6,830 4,612 11,442 
Total$120,863 $34,104 $154,967 
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The following table presents operating income (loss), income (loss) before income taxes and total assets (in thousands): 
FuneralCemeteryCorporateConsolidated
Operating income (loss):
Three months ended June 30, 2021$16,604 $11,498 $(7,178)$20,924 
Three months ended June 30, 202019,869 5,291 (6,894)18,266 
Six months ended June 30, 2021$42,480 $20,991 $(16,301)$47,170 
Six months ended June 30, 202024,180 9,458 (13,222)20,416 
Income (loss) before income taxes:
Three months ended June 30, 2021$16,462 $11,552 $(38,373)$(10,359)
Three months ended June 30, 202019,674 5,348 (15,176)9,846 
Six months ended June 30, 2021$42,174 $21,028 $(54,987)$8,215 
Six months ended June 30, 202023,792 9,453 (29,746)3,499 
Total assets:
June 30, 2021$765,492 $387,979 $15,532 $1,169,003 
December 31, 2020764,535 366,964 14,326 1,145,825 
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17.SUPPLEMENTARY DATA
Balance Sheet
The following table presents the detail of certain balance sheet accounts (in thousands):
December 31, 2020June 30, 2021
Prepaid and other current assets:
Prepaid expenses$1,919 $1,702 
Federal income taxes receivable— 498 
State income taxes receivable— 513 
Other current assets157 149 
Total prepaid and other current assets$2,076 $2,862 
Current portion of debt and lease obligations:
Current portion of acquisition debt$1,027 $814 
Current portion of finance lease obligations323 340 
Current portion of operating lease obligations2,082 2,018 
Total current portion of debt and lease obligations$3,432 $3,172 
Accrued and other liabilities:
Accrued salaries and wages$1,392 $4,756 
Accrued incentive compensation11,139 9,144 
Accrued vacation3,271 3,433 
Accrued insurance3,016 3,432 
Accrued interest2,291 2,308 
Accrued ad valorem and franchise taxes435 1,593 
Employer payroll tax deferral1,773 1,773 
Accrued commissions634 791 
Perpetual care trust payable908 922 
Income tax payable798 — 
Other accrued liabilities1,825 1,809 
Unrecognized tax benefit3,656 3,710 
Total accrued and other liabilities$31,138 $33,671 
Other long-term liabilities:
Incentive compensation $2,975 $972 
Employer payroll tax deferral1,773 1,773 
Accrued severance— 417 
Total other long-term liabilities$4,748 $3,162 
Cash Flow
The following information is supplemental disclosure for the Consolidated Statements of Cash Flows (in thousands):
Six months ended June 30,
20202021
Cash paid for interest $15,910 $14,329 
Cash paid for taxes177 7,663 
Fair value of donated real property— 635 
18.SUBSEQUENT EVENTS
On July 26, 2021, the Board authorized an increase in the Company’s share repurchase program to permit the Company to purchase up to an additional $25 million of its outstanding common shares. Prior to the Board’s approval of the increase, as of June 30, 2021, the Company had approximately $38.3 million authorization remaining under the original repurchase program. Accordingly, as of July 26, 2021, the Company had approximately $63.3 million of share repurchase authorization remaining under the revised repurchase program. The Company may repurchase shares from time to time in the open market or in other privately negotiated transactions, subject to market conditions and applicable Security and Exchange Commission rules.
On and effective July 28, 2021, the Board approved a second amendment and restatement to the Company’s Amended and Restated By-laws (as so amended and restated, the Second Amended and Restated By-laws) to implement, amongst other changes, an exclusive forum bylaw provision.
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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q contains certain statements and information that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical information, should be deemed to be forward-looking statements. The words “may”, “will”, “estimate”, “intend”, “believe”, “expect”, “seek”, “project”, “forecast”, “foresee”, “should”, “would”, “could”, “plan”, “anticipate” and other similar words or expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements include, but are not limited to, statements regarding any projections of earnings, revenue, asset sales, cash flow, debt levels or other financial items; any statements of the plans, strategies and objectives of management for future operations or future acquisitions; any statements of the plans, timing and objectives of management for acquisition and divestiture activities; any statements of the plans, timing, expectations and objectives of management for future financing activities; any statements regarding future economic and market conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing and are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenue and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:
our ability to find and retain skilled personnel;
the effects of our incentive and compensation plans and programs, including such effects on our Standards Operating Model and our operational and financial performance;
our ability to execute our growth strategy;
the execution of our Standards Operating, 4E Leadership and Strategic Acquisition Models;
the effects of competition;
changes in the number of deaths in our markets;
changes in consumer preferences and our ability to adapt to or meet those changes;
our ability to generate preneed sales, including implementing our cemetery portfolio sales strategy;
the investment performance of our funeral and cemetery trust funds;
fluctuations in interest rates;
our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;
our ability to meet the timing, objectives and expectations related to our capital allocation framework, including our forecasted rates of return, planned uses of free cash flow and future capital allocation, including share repurchases, internal growth projects, potential strategic acquisitions, dividend increases, or debt repayment plans;
the timely and full payment of death benefits related to preneed funeral contracts funded through life insurance contracts;
the financial condition of third-party insurance companies that fund our preneed funeral contracts;
increased or unanticipated costs, such as insurance or taxes;
our level of indebtedness and the cash required to service our indebtedness;
changes in federal income tax laws and regulations and the implementation and interpretation of these laws and regulations by the Internal Revenue Service;
effects of the application of other applicable laws and regulations, including changes in such regulations or the interpretation thereof;
the potential impact of epidemics and pandemics, including the COVID-19 coronavirus, including new variants of COVID-19, such as the delta variant, on customer preferences and on our business;
government, social, business and other actions that have been and will be taken in response to pandemics, including potential responses to new variants of COVID-19, such as the delta variant;
effects of litigation;
consolidation of the funeral and cemetery industry;
our ability to consummate the divestiture of low performing businesses as currently expected, if at all, including expected use of proceeds related thereto;
our ability to identify and consummate strategic acquisitions, if at all, and successfully integrate acquired businesses with our existing businesses, including expected performance and financial improvements related thereto;
economic, financial and stock market fluctuations;
interruptions or security lapses of our information technology, including any cybersecurity or ransomware incidents;
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our failure to maintain effective control over financial reporting; and
other factors and uncertainties inherent in the funeral and cemetery industry.
For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see (i) Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and (ii) Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.
Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
General
Carriage Services, Inc. (“Carriage,” the “Company,” “we,” “us,” or “our”) was incorporated in the State of Delaware in December 1993 and is a leading U.S. provider of funeral and cemetery services and merchandise. We operate in two business segments: Funeral Home Operations, which currently account for approximately 70% of our revenue, and Cemetery Operations, which currently account for approximately 30% of our revenue.
At June 30, 2021, we operated 171 funeral homes in 26 states and 32 cemeteries in 12 states. We compete with other publicly held and independent operators of funeral and cemetery companies. We believe we are a market leader in most of our markets.
Funeral home and cemetery businesses provide products and services to families in three principal areas: (i) ceremony and tribute, generally in the form of a funeral or memorial service; (ii) disposition of remains, either through burial or cremation; and (iii) memorialization, generally through monuments, markers or inscriptions. Our funeral homes offer a complete range of services to meet a family’s funeral needs, including 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. Most of our funeral homes have a non-denominational chapel on the premises, which permits family visitation and services to take place at one location and thereby reduces transportation costs and inconvenience to the family.
Our cemeteries provide interment rights (primarily grave sites, lawn crypts, mausoleum spaces and niches), related cemetery merchandise (such as outer burial containers, memorial markers and floral placements) and services (interments, inurnments and installation of cemetery merchandise).
We provide funeral and cemetery services and products on both an “atneed” (time of death) and “preneed” (planned prior to death) basis.
Recent Developments
Executive Team Appointment and Promotions
On June 1, 2021, C. Benjamin Brink, Steven D. Metzger and Carlos R. Quezada were each promoted to Executive Vice President. The Board also appointed Carlos R. Quezada to serve as the Company’s Chief Operating Officer and Steven D. Metzger to serve as the Company's Chief Administrative Officer.
Senior Notes and Credit Facility
On May 13, 2021, we completed the issuance of $400.0 million in aggregate principal amount 4.25% Senior Notes due 2029 (the “New Senior Notes”). In connection with the issuance of the New Senior Notes, we entered into an amended and restated $150.0 million senior secured revolving credit facility (the “New Credit Facility”).
We used the proceeds of $395.5 million from the offering of the New Senior Notes, which are net of a 1.125% debt discount of $4.5 million, together with cash on hand and borrowings under the New Credit Facility, to redeem all of our existing $400.0 million in aggregate principal amount 6.625% senior notes due 2026 (the “Original Senior Notes”).
Divestitures
During the six months ended June 30, 2021, we divested three funeral homes for a total of $3.5 million, at a gain of $0.1 million.
Litigation
Chinchilla v. Carriage Services, Inc., et al., Superior Court of California, San Joaquin County, Case No. STK-CV-UOE-2021-0004661. On May 19, 2021, a putative class action against the Company and several of our subsidiaries was filed. Plaintiff, a former employee, seeks monetary damages on behalf of himself and other similarly situated current and former non-exempt employees. Plaintiff claims that the Company failed to, among other things, pay minimum wages, provide meal and rest breaks, pay overtime, provide accurately itemized wage statements, reimburse employees for business expenses, and provide wages when due. At June 30, 2021, we are unable to reasonably estimate the possible loss or ranges of loss, if any.
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Business Impact under the Macroeconomic Environment of COVID-19
On March 11, 2020, COVID-19 was deemed a global pandemic and since then, the Company has continued to proactively monitor and assess the pandemic’s current and potential impact to the Company’s operations. Beginning in early March 2020, the Company’s senior leadership team took certain steps to assist our businesses in appropriately adjusting and adapting to the conditions resulting from the COVID-19 pandemic.
Our businesses have been designated as essential services and, therefore, each one of the Company’s business locations remains open and ready to provide service to their communities in this time of need. While our businesses provide an essential public function, along with a critical responsibility to the communities and families they serve, the health and safety of our employees and the families we serve remain our top priority. The Company has taken additional steps during this time to continually review and update our processes and procedures to comply with all regulatory mandates and procure additional supplies to ensure that each of our businesses have appropriate personal protective equipment to provide these essential services. The Company has also implemented additional safety and precautionary measures as it concerns our businesses’ day-to-day interaction with the families and communities they serve.
The overall impact of the macroeconomic environment to the deathcare industry from COVID-19 may provide varying results as compared to other industries. Our industry’s revenues are impacted by various factors, including the number of funeral services performed, the average price for a service and the mix of traditional burial versus cremation contracts. Changes in the macroeconomic environment as a result of the pandemic have, to this point, begun to normalize consistent with pre-COVID-19 levels as it relates to volumes and the services we provide. Our businesses have remained focused on being innovative and resourceful, providing families immediate service as part of the grieving process.
Within our financial reporting environment, we have considered various areas that could affect the results of our operations, though the scope, severity and duration of these impacts remain uncertain at this time because the ultimate impact of COVID-19 remains uncertain, including the potential impacts of new variants of COVID-19, such as the delta variant, and any resulting government responses to such variants. We do not believe we are vulnerable to certain concentrations, whether by geographic area, revenue for specific products or our relationships with our vendors. Our relationships with our vendors and suppliers have remained consistent and we continue to receive reliable service. Remote working arrangements, when utilized, have not materially affected our ability to maintain and support operations, including financial reporting systems, internal controls over financial reporting, and disclosure controls and procedures.
We believe our access to capital, the cost of our capital, or the sources and uses of our cash should be relatively consistent in the near term. While the expected duration of the pandemic is unknown, we have not currently experienced any material negative impacts to our liquidity position, access to capital, or cash flows as a result of COVID-19. See Liquidity within Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for additional information related to our liquidity position.
We have also applied certain measures of the CARES Act, which have provided a cash benefit in the form of tax payment refunds, tax credits related to employee retention, cash deferral for the employer portion of the Social Security tax and anticipated minimal cash taxes for 2020. Although we expect to take advantage of certain tax relief provisions of the CARES Act, we do not believe it will have a significant impact on our short-term or long-term liquidity position. See Item 1, Financial Statements and Supplementary Data, Note 1 for additional information related to the CARES Act.
During the second quarter of 2021, as gathering restrictions were lifted by state and local officials, we saw a normalization of funeral volumes at broadly higher funeral contract revenue averages, with geographical funeral revenue and margin difference related to the COVID-19 pandemic death rates decreasing. Although we expect these trends to continue, we will continue to assess these impacts, including the potential impacts of new variants of COVID-19, such as the delta variant, and implement appropriate procedures, plans, strategy, and issue any disclosures that may be required, as the situation surrounding the pandemic and related gathering restrictions, if any, evolves.
Funeral Home Operations
Our funeral homes offer a complete range of high value personal services to meet a family’s funeral needs, including consultation, the removal and preparation of remains, the sale of caskets and related funeral merchandise, the use of funeral home facilities for visitation and remembrance services and transportation services. Factors affecting our funeral operating results include, but are not limited to: demographic trends relating to 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 selling complementary services and merchandise; controlling salary and merchandise costs; and exercising pricing leverage to increase average revenue per contract.
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Cemetery Operations
Our cemeteries provide interment rights (grave sites and mausoleum spaces) and related merchandise, such as markers and outer burial containers both on an atneed and preneed basis. Factors affecting our cemetery operating results include, but are not limited to: the size and success of our sales organization; local perceptions and heritage of our cemeteries; our ability to adapt to changes in the economy and consumer confidence; and our response to fluctuations in capital markets and interest rates, which affect investment earnings on trust funds, finance charges on installment contracts and our securities portfolio within the trust funds.
Business Strategy
Our business strategy is based on strong, local leadership with entrepreneurial principles that is focused on sustainable long term market share, revenue, and profitability growth in each local business. We believe Carriage has the most innovative operating model in the funeral and cemetery industry, which we are able to achieve through a decentralized, high-performance culture operating framework linked with incentive compensation programs that attract top quality industry talent to our organization. We also believe that Carriage provides a unique consolidation and operating framework that offers a highly attractive succession planning solution for independent owners who want their legacy family business to remain operationally prosperous in their local communities.
Our Mission Statement states that “we are committed to being the most professional, ethical and highest quality funeral and cemetery service organization in our industry” and our Guiding Principles state our core values, which are comprised of:
Honesty, integrity and quality in all that we do;
Hard work, pride of accomplishment, and shared success through employee ownership;
Belief in the power of people through individual initiative and teamwork;
Outstanding service and profitability to hand-in-hand; and
Growth of the company is driven by decentralization and partnership.
Our five Guiding Principles collectively embody our Being The Best high-performance culture and operating framework. Our operations and business strategy are built upon the execution of the following three models:
Standards Operating Model;
4E Leadership Model; and
Strategic Acquisition Model.
Standards Operating Model
Our Standards Operating Model is focused on growing local market share, providing personalized high value services to our client families and guests, and operating financial metrics that drive long-term, sustainable revenue growth and improved earning power of our portfolio of businesses by employing leadership and entrepreneurial principles that fit the nature of our high-value personal service business. Standards Achievement is the measure by which we judge the success of each business and incentivize our local managers and their teams. Our Standards Operating Model is not designed to produce maximum short-term earnings because we believe such performance is unsustainable and will ultimately stress the business, which very often leads to declining market share, revenue and earnings.
4E Leadership Model
Our 4E Leadership Model requires strong local leadership in each business to grow an entrepreneurial, decentralized, high-value, personal service and sales business at sustainable profit margins. Our 4E Leadership Model is based upon principles established by Jack Welch during his tenure at General Electric, and is based upon 4E qualities essential to succeed in a high performance culture: Energy to get the job done; the ability to Energize others; the Edge necessary to make difficult decisions; and the ability to Execute and produce results. To achieve a high level within our Standards in a business year after year, we require local Managing Partners that have the 4E Leadership skills to entrepreneurially grow the business by hiring, training and developing highly motivated and productive local teams.
Strategic Acquisition Model
Our Standards Operating Model led to the development of our Strategic Acquisition Model, which guides our acquisition strategy. We believe that both models, when executed effectively, will drive long-term, sustainable increases in market share, revenue, earnings and cash flow. We believe a primary driver of higher revenue and profits in the future will be the execution of our Strategic Acquisition Model using strategic ranking criteria to assess acquisition candidates. As we execute this strategy over time, we expect to acquire larger, higher margin strategic businesses.
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We have learned that the long-term growth or decline of a local branded funeral and cemetery business is reflected by several criteria that correlate strongly with five to ten year performance in volumes (market share), revenue and sustainable field-level earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins (a non-GAAP measure). We use criteria such as cultural alignment, volume and price trends, size of business, size of market, competitive standing, demographics, strength of brand and barriers to entry to evaluate the strategic position of potential acquisition candidates. Our financial valuation of the acquisition candidate is then determined through the application of an appropriate after-tax cash return on investment that exceeds our cost of capital.
Our belief in our Mission Statement and Guiding Principles and proper execution of the three models that define our strategy have given us a competitive advantage in every market where we compete. We believe that we can execute our three models without proportionate incremental investment in our consolidation platform infrastructure and without additional fixed regional and corporate overhead. This gives us a competitive advantage that is evidenced by the sustained earning power of our portfolio as defined by our EBITDA margin.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary sources of liquidity and capital resources are internally generated cash flows from operating activities and availability under our New Credit Facility.
We generate cash in our operations primarily from atneed sales and delivery of preneed sales. We also generate cash from earnings on our cemetery perpetual care trusts. Based on our recent operating results, current cash position and anticipated future cash flows, we do not anticipate any significant liquidity constraints in the foreseeable future. We have the ability to draw on our New Credit Facility, subject to its customary terms and conditions. However, if our capital expenditures or acquisition plans 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. For additional information regarding known material factors that could cause cash flow or access to and cost of finance sources to differ from our expectations, please read Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 and Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q.
Our plan is to remain focused on integrating our newly acquired businesses and to use cash on hand and borrowings under our New Credit Facility primarily for general corporate purposes, payment of dividends and debt obligations, strategic acquisitions, internal growth capital expenditures, share repurchases, dividend increases and further debt repayments. We also expect continued divestiture activity for the next six months, which could yield approximately $3-5 million of cash from the proceeds of the sale. From time to time we may also use available cash resources (including borrowings under our New Credit Facility) to repurchase shares of our common stock, subject to satisfying certain financial covenants in our New Credit Facility and in the Indenture governing our New Senior Notes. We believe that our existing and anticipated cash resources will be sufficient to meet our anticipated working capital requirements, capital expenditures, scheduled debt payments, commitments and dividends for the next 12 months.
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Cash Flows
We began 2021 with $0.9 million in cash and ended the second quarter with $1.5 million in cash. At June 30, 2021, we had borrowings of $60.5 million outstanding on our Credit Facility compared to $47.2 million at December 31, 2020.
The following table sets forth the elements of cash flow (in thousands):
Six months ended June 30,
20202021
Cash at beginning of year$716 $889 
Net cash provided by operating activities31,001 41,441 
Acquisitions of businesses and real estate(28,011)(2,935)
Proceeds from divestitures and sale of other assets78 3,622 
Proceeds from insurance reimbursements— 120 
Capital expenditures(5,786)(8,751)
Net cash used in investing activities(33,719)(7,944)
Net borrowings on our Credit Facility, acquisition debt and finance lease obligations5,221 12,848 
Payment of call premium related to the Original Senior Notes— (19,876)
Payment of debt issuance and transaction costs(66)(6,430)
Conversions and maturity of the Convertibles Notes— (3,980)
Net proceeds related to employee equity plans390 172 
Dividends paid on common stock(2,682)(3,607)
Purchase of treasury stock— (11,559)
Other financing costs(169)(461)
Net cash provided by (used in) financing activities2,694 (32,893)
Cash at end of the period$692 $1,493 
Operating Activities
For the six months ended June 30, 2021, cash provided by operating activities was $41.4 million compared to $31.0 million for the six months ended June 30, 2020. The increase of $10.4 million is a reflection of the resilient cash generating ability of our portfolio of high-quality funeral home and cemetery operations. Our operating income (excluding the non-cash impact of the divestitures, disposals and impairment charges) increased $12.6 million, which was slightly offset by other unfavorable working capital changes.
Investing Activities
Our investing activities, resulted in a net cash outflow of $7.9 million for the six months ended June 30, 2021 compared to $33.7 million for the six months ended June 30, 2020, a decrease of $25.8 million.
Acquisition and Divestiture Activity
During the six months ended June 30, 2021, we sold three funeral homes for $3.5 million and purchased real estate for $2.9 million.
During the six months ended June 30, 2020, we acquired a funeral home and cemetery combination business in Lafayette, California for $33.0 million in cash, of which $5.0 million was deposited in escrow in 2019 and $28.0 million was paid in 2020.






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Capital Expenditures
For the six months ended June 30, 2021, capital expenditures (comprising of growth and maintenance spend) totaled $8.8 million compared to $5.8 million for the six months ended June 30, 2020, an increase of $3.0 million.
The following tables present our growth and maintenance capital expenditures (in thousands):
Six months ended June 30,
20202021
Growth
Cemetery development $2,127 $2,665 
Renovations at certain businesses319 1,397 
Live streaming equipment388 87 
Other54 — 
Total Growth$2,888 $4,149 

Six months ended June 30,
20202021
Maintenance
Facility repairs and improvements$694 $870 
Vehicles634 795 
General equipment and furniture1,176 2,296 
Paving roads and parking lots181 265 
Other213 376 
Total Maintenance $2,898 $4,602 
Financing Activities
Our financing activities resulted in a net cash outflow of $32.9 million for the six months ended June 30, 2021 compared to a net cash inflow of $2.7 million for the six months ended June 30, 2020, an increase of $35.6 million. 
During the six months ended June 30, 2021, we had net borrowings on our Credit Facility, acquisition debt and finance leases of $12.8 million, offset by the following payments: i) $19.9 million for the call premium to redeem our Original Senior Notes; ii) $11.6 million for the purchase of treasury stock; iii) $6.4 million for debt issuance and transactions costs related to our New Senior Notes and New Credit Facility; iv) $4.0 million for the conversions and maturity of our Convertible Notes; and v) $3.6 million in dividends.
During the six months ended June 30, 2020, we had net borrowings on our Credit Facility, acquisition debt and finance leases of $5.2 million and paid $2.7 million in dividends.
Share Repurchase
On May 18, 2021, our Board approved an additional $25.0 million under our share repurchase program in accordance with Rule 10b-18 of the Exchange Act. During the three and six months ended June 30, 2021, we repurchased 324,700 shares of common stock (of which 24,700 settled in July 2021) for a total cost of $12.3 million (of which $742,000 settled in July 2021) at an average cost of $37.88 per share pursuant to our share repurchase program. Our shares were purchased in the open market at times and in amounts as management determined appropriate based on factors such as market conditions, legal requirements and other business considerations. Shares purchased pursuant to the repurchase program are currently held as treasury shares. At June 30, 2021, we had approximately $38.3 million available for repurchase under our share repurchase program.
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Dividends
Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):
2020Per ShareDollar Value
March 1st
$0.075 $1,339 
June 1st
0.075 1,343 
2021Per ShareDollar Value
March 1st
$0.100 $1,799 
June 1st
0.100 1,808 
Credit Facility, Lease Obligations and Acquisition Debt
The outstanding principal of our Credit Facility, lease obligations and acquisition debt at June 30, 2021 is as follows (in thousands):
June 30, 2021
Credit Facility$60,500 
Finance leases5,696 
Operating leases21,438 
Acquisition debt5,215 
Total $92,849 
Credit Facility
On May 13, 2021, in connection with the issuance of the New Senior Notes, we entered into the New Credit Facility with the New Credit Facility Subsidiary Guarantors (as defined below), the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent. We incurred $0.8 million in transactions costs related to the New Credit Facility, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.
On May 13, 2021, we used approximately $21.4 million of the availability under the New Credit Facility to repay the outstanding balances under our prior $190.0 million senior secured revolving credit facility (the “Former Credit Facility”) and all commitments thereunder were terminated. In connection with the repayment in full of all amounts due thereunder, the Former Credit Facility was retired and $2.1 million of letters of credit previously issued under the Former Credit Facility were deemed issued under (and remain outstanding under) the New Credit Facility. In connection with the termination of the Former Credit Facility, for the three and six months ended June 30, 2021, we recognized a loss on the write-off of $0.1 million in unamortized debt issuance costs, which was recorded in Net loss on extinguishment of debt.
Immediately following the issuance of the New Senior Notes, we had outstanding borrowings under the New Credit Facility of $58.8 million and $89.1 million available for additional borrowings after giving effect to the $2.1 million of outstanding letters of credit.
Our obligations under the New Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the New Senior Notes and certain of our subsequently acquired or organized domestic subsidiaries (collectively, the “Subsidiary Guarantors”). The New Credit Facility allows for future increases in the facility size in the form of increased revolving commitments or new incremental term loans by an additional amount of up to $75.0 million in the aggregate. The final maturity of the New Credit Facility will occur on May 13, 2026.
The New Credit Facility is secured by a first-priority perfected security interest in and lien on substantially all of the Company’s personal property assets and those of the Subsidiary Guarantors. In addition, the New Credit Facility includes provisions which require the Company and the Subsidiary Guarantors, upon the occurrence of an event of default or in the event the Company’s actual Total Leverage Ratio is not at least 0.25 less than the required Total Leverage Ratio covenant level under the New Credit Facility, to grant additional liens on real property assets accounting for no less than 50% of the Company’s and the Subsidiary Guarantors’ funeral operations if requested by the administrative agent.
The New 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, the maintenance of property and insurance, amongst others.
In addition, the New 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, and pay dividends and other restricted payments, and certain
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financial maintenance covenants. At June 30, 2021, we were subject to the following financial covenants under our New Credit Facility: (A) a Total Leverage Ratio not to exceed 5.00 to 1.00 and (B) a Fixed Charge Coverage Ratio (as defined in the New 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 New Credit Facility as of June 30, 2021.
At June 30, 2021, we had outstanding borrowings under the New Credit Facility of $60.5 million. We also had one letter of credit for $2.1 million outstanding under the New Credit Facility, which will expire on November 25, 2021. This letter of credit is expected to automatically renew annually and secures our obligations under our various self-insured policies. At June 30, 2021, we had $87.4 million of availability under the New Credit Facility.
Outstanding borrowings under our New Credit Facility bear interest at either a prime rate or a LIBOR rate, plus an applicable margin based upon our leverage ratio. At June 30, 2021, the prime rate margin was equivalent to 0.75% and the LIBOR rate margin was 1.75%. The weighted average interest rate on our New Credit Facility was 2.5% and 2.8% and for the three and six months ended June 30, 2021, respectively. The weighted average interest rate on our Former Credit Facility was 3.6% and 3.9% for the three and six months ended June 30, 2020, respectively.
The interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Credit Facility interest expense$1,106 $372 $2,336 $817 
Credit Facility amortization of debt issuance costs118 99 245 217 
Lease Obligations
Our lease obligations consist of operating and finance leases. We lease certain office facilities, certain funeral homes and equipment under operating leases with original terms ranging from one to nineteen years. Many leases include one or more options to renew, some of which include options to extend the leases for up to 26 years. We lease certain funeral homes under finance leases with original terms ranging from ten to forty years.
The lease cost related to our operating leases and short-term leases and depreciation expense and interest expense related to our finance leases are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Operating lease cost$954 $964 $1,911 $1,924 
Short-term lease cost38 57 70 106 
Variable lease cost16 $26 57 
Finance lease cost:
Depreciation of lease right-of-use assets$109 $109 $218 $217 
Interest on lease liabilities125 119 251 239 
Acquisition Debt
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 7.3% to 10.0%. Original maturities range from five to twenty years.
The imputed interest expense related to our acquisition debt is as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Acquisition debt imputed interest expense$124 $93 $251 $190 
Convertible Subordinated Notes due 2021
During the six months ended June 30, 2021, we converted approximately $2.4 million in aggregate principal amount of our Convertible Notes held by certain holders for approximately $3.8 million in cash. The Convertible Notes matured on March 15, 2021, at which time all Convertible Notes outstanding, approximately $0.2 million in aggregate principal amount, were paid in full in cash at par value. Therefore, no Convertible Notes remain outstanding at June 30, 2021.
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The interest expense and accretion of debt discount and debt issuance costs related to our Convertible Notes are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Convertible Notes interest expense$43 $18 $87 $18 
Convertible Notes accretion of debt discount66 20 131 20 
Convertible Notes amortization of debt issuance costs12 
The effective interest rate on the unamortized debt discount for both the three months ended June 30, 2020 and 2021 was 11.4%. The effective interest rate on the debt issuance costs for the three months ended June 30, 2020 and 2021 was 3.2% and 3.1%, respectively.
Senior Notes
On May 13, 2021, we completed the issuance of the New Senior Notes and related guarantees by the Subsidiary Guarantors in a private offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).
We used the proceeds of $395.5 million from the offering of the New Senior Notes, which are net of a 1.125% debt discount of $4.5 million, together with cash on hand and borrowings under the New Credit Facility, to redeem all of the Original Senior Notes. We paid a premium of $19.9 million to redeem the Original Senior Notes on June 1, 2021 at a redemption price of 104.97% of the principal amount thereof, plus accrued and unpaid interest of $13.25 million. We incurred $1.3 million in transaction costs related to the New Senior Notes.
For the three and six months ended June 30, 2021, we recognized a net loss of $23.7 million related to the redemption of the Original Senior Notes, which was recorded in Net loss on extinguishment of debt. The loss is composed of the $19.9 million call premium, the write-off of $3.4 million in unamortized debt discount, the write-off of $1.8 million in unamortized debt issuance costs, offset by the write-off of $1.4 million in unamortized debt premium.
The New 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 (“Collateral Trustee”).
The New Senior Notes bear interest at 4.25% per year. Interest on the New Senior Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The New Senior Notes mature on May 15, 2029, unless earlier redeemed or purchased. The New 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.
We may redeem the New Senior Notes, in whole or in part, at the redemption price of 102.13% on or after May 15, 2024, 101.06% on or after May 15, 2025 and 100% on or after May 15, 2026, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time before May 15, 2024, we may also redeem all or part of the New Senior Notes at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. In addition, before May 15, 2024, we may redeem up to 40% of the aggregate principal amount of the New Senior Notes outstanding using an amount of cash equal to the net proceeds of certain equity offerings, at a price of 104.25% of the principal amount of the New Senior Notes, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption; provided that (1) at least 50% of the aggregate principal amount of the New Senior Notes (including any additional New Senior Notes) outstanding under the Indenture remain outstanding immediately after the occurrence of such redemption (unless all New Senior Notes are redeemed concurrently), and (2) each such redemption must occur within 180 days of the date of the consummation of any such equity offering.
If a “change of control” occurs, holders of the New Senior Notes will have the option to require us to purchase for cash all or a portion of their New Senior Notes at a price equal to 101% of the principal amount of the New Senior Notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the New Senior Notes at a price equal to 100% of the principal amount of the New Senior Notes, plus accrued and unpaid interest.
The Indenture contains restrictive covenants limiting our ability and 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.
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The debt discount and the debt issuance costs are being amortized using the effective interest method over the remaining term of approximately 95 months of the New Senior Notes. The effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the New Senior Notes for both three and six months ended June 30, 2021 was 4.42% and 4.30%, respectively.
The interest expense and amortization of debt discount, debt premium and debt issuance costs related to our Senior Notes are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Senior Notes interest expense$6,625 $6,642 $13,250 $13,267 
Senior Notes amortization of debt discount131 128 260 266 
Senior Notes amortization of debt premium55 27 109 85 
Senior Notes amortization of debt issuance costs69 53 136 127 
At June 30, 2021, the fair value of the New Senior Notes, which are Level 2 measurements, was $399.5 million.
The effective interest rate on the unamortized debt issuance costs for the Original Senior Notes, issued in May 2018, for both three and six months ended June 30, 2021 was 6.87% and 6.69%, respectively. The effective interest rate on the unamortized debt premium and the unamortized debt issuance costs for the additional Original Senior Notes, issued in December 2019, for both three and six months ended June 30, 2021 was 6.20% and 6.88%, respectively.
FINANCIAL HIGHLIGHTS
Below are our financial highlights (in thousands except for volumes and averages):
Three months ended June 30,Six months ended June 30,
2020202120202021
Revenue $77,477 $88,277 $154,967 $184,914 
Funeral contracts11,737 10,842 23,230 24,138 
Average revenue per funeral contract$4,908 $5,385 $5,069 $5,325 
Preneed interment rights (property) sold2,338 3,276 4,206 5,934 
Average price per preneed interment right sold$3,988 $4,592 $3,895 $4,573 
Gross profit $25,160 $28,927 $48,331 $63,988 
Net income (loss)$6,397 $(6,167)$2,200 $6,766 
Revenue for the three months ended June 30, 2021 increased $10.8 million compared to the three months ended June 30, 2020, as we experienced a 40.1% increase in the number of preneed interment rights (property) sold, as well as a 15.1% increase in the average price per interment right sold, primarily due to (1) our sales personnel being less impacted by social distancing restrictions that were in place in the second quarter of 2020 due to COVID-19; (2) the full integration of the cemetery acquisitions made in the fourth quarter of 2019 and first quarter of 2020; and (3) the execution of the initial stages of our two year cemetery sales strategy of building high performance sales teams and standardized sales systems across our portfolio of cemeteries. We also experienced a 9.7% increase in the average revenue per funeral contract for the three months ended June 30, 2021 compared to the same period in 2020, which reflects a normalization of contracts under which we provide memorial services returning to pre-COVID-19 levels. Total funeral contracts decreased 7.6% for the same comparable period as the volume lift related to the COVID-19 death rate we experienced in the second quarter of 2020 tapered off.
Gross profit for the three months ended June 30, 2021 increased $3.8 million compared to the three months ended June 30, 2020, primarily due to the increase in revenue from our cemetery segment, as well as decreases in cemetery operating expenses as a percent of operating revenue primarily in salaries and benefits expense as we increased revenue without adding extra personnel. These decreases were partially offset by increases in salaries and benefits expense in our funeral segment as a percent of operating revenue, which reflects the normalization of funeral personnel hours returning to pre-COVID-19 levels from being reduced during the second quarter of 2020 due to COVID-19.
Net income for the three months ended June 30, 2021 decreased $12.6 million compared to the three months ended June 30, 2020, primarily due to the $23.8 million loss on extinguishment of debt, offset by the $7.6 million decrease in tax expense and $3.8 million increase in gross profit.
Revenue for the six months ended June 30, 2021 increased $29.9 million compared to the six months ended June 30, 2020, as we experienced a 41.1% increase in the number of preneed interment rights (property) sold, as well as a 17.4% increase in the average price per interment right sold, primarily due to (1) our sales personnel being less impacted by social distancing restrictions that were in place in 2020 due to COVID-19; (2) the full integration of the cemetery acquisitions made in
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the fourth quarter of 2019 and first quarter of 2020; and (3) the execution of the initial stages of our two year cemetery sales strategy of building high performance sales teams and standardized sales systems across our portfolio of cemeteries. We also experienced a 3.9% increase in total funeral contracts for the six months ended June 30, 2021 compared to the same period in 2020, primarily due to a peak spike in COVID-19 deaths during the first quarter of 2021, offset by volume decreases in the second quarter as death rates began to normalize to pre-COVID-19 levels. Additionally, the average revenue per funeral contract increased 5.1% for the same comparable period in 2020 as contracts under which we provide memorial services began to normalize to pre-COVID-19 levels during the second quarter of 2021.
Gross profit for the six months ended June 30, 2021 increased $15.7 million compared to the six months ended June 30, 2020, primarily due to the increase in revenue from both our funeral home and cemetery segments, as well as decreases in funeral home and cemetery operating expenses as a percent of operating revenue primarily in salaries and benefits expense as we increased revenue without adding extra personnel primarily during the first quarter of 2021.
Net income for the six months ended June 30, 2021 increased $4.6 million compared to the six months ended June 30, 2020, primarily due to the increase in gross profit and the $14.7 million impairment charge we recorded in the first six months of 2020 that did not occur in first six months of 2021, offset by the $23.8 million loss on extinguishment of debt in the second quarter of 2021.
Further discussion of Revenue and the components of Gross profit for our funeral home and cemetery segments is presented herein under “– Results of Operations.”
Further discussion of General, administrative and other expenses, Home office depreciation and amortization expense, Interest expense, Income taxes and other components of income and expenses are presented herein under “– Other Financial Statement Items.”

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REPORTING AND NON-GAAP FINANCIAL MEASURES
We also present our financial performance in our “Operating and Financial Trend Report” (“Trend Report”) as reported in our earnings release for the three months ended June 30, 2021 issued on July 27, 2021 and discussed in the corresponding earnings conference call. The Trend Report is used as a supplemental financial statement by management and investors to compare our current financial performance with our previous results and with the performance of other companies. 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 United States generally accepted accounting principles (“GAAP”). The Trend Report is a non-GAAP statement that also provides insight into underlying trends in our business.
Below is a reconciliation of Net income (loss), a GAAP measure, to Adjusted net income, a non-GAAP measure, (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Net income (loss)$6,397 $(6,167)$2,200 $6,766 
Special items, net of tax(1)
Acquisition expenses36 — 126 — 
Severance and separation costs(2)
217 (118)445 1,126 
Performance awards cancellation and exchange56 — 56 — 
Accretion of discount on Convertible Notes(1)
66 — 131 20 
Net loss on extinguishment of debt(3)
— 17,022 — 17,022 
Net (gain) loss on divestitures and other costs— 139 — (74)
Net impact of impairment of goodwill and other intangibles51 — 9,808 — 
Litigation reserve(4)
154 — 213 — 
Natural disaster and pandemic costs657 37 768 743 
Other special items(5)
371 954 371 954 
Adjusted net income(6)
$8,005 $11,867 $14,118 $26,557 
(1)
Special items are defined as charges or credits included in our GAAP financial statements that can vary from period to period and are not reflective of costs incurred in the ordinary course of our operations. In 2020, Special items are taxed at the federal statutory rate of 21.0%, except the Net (gain) loss on divestitures and other costs and the Net impact of impairment of goodwill and other intangibles, which are taxed at the operating tax rate of 33.3%. In 2021, Special items are taxed at the operating tax rate of 28.5%. The Accretion of discount on Convertible Notes is not tax effected.
(2)The increase during the six months ended June 30, 2021 is due to separation costs related to the resignation of two members of senior leadership in the first quarter of 2021.
(3)Loss on the redemption of our Original Senior Notes during the second quarter of 2021.
(4)Relates to legal costs associated with a former corporate employee lawsuit.
(5)In 2020, the Special item relates to the costs associated with a state audit assessment. In 2021, the Special item relates to the write-off of certain fixed assets and interest paid on our Original Senior Notes for the two-week period during which our New Senior Notes were issued prior to the redemption of our Original Senior Notes.
(6)Adjusted net income is defined as Net income (loss) plus adjustments for Special items and other expenses or gains that we believe do not directly reflect our core operations and may not be indicative of our normal business operations.
Below is a reconciliation of Gross profit (a GAAP measure) to Operating profit (a non-GAAP measure) (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Gross profit$25,160 $28,927 $48,331 $63,988 
Cemetery property amortization1,097 2,175 1,974 3,692 
Field depreciation expense3,247 3,142 6,537 6,278 
Regional and unallocated funeral and cemetery costs3,717 5,770 6,473 11,843 
Operating profit(1)
$33,221 $40,014 $63,315 $85,801 
(1)Operating profit is defined as Gross profit less Cemetery property amortization, Field depreciation expense and Regional and unallocated funeral and cemetery costs.
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Our operations are reported in two business segments: Funeral Home and Cemetery. Below is a breakdown of Operating profit (a non-GAAP measure) by Segment (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Funeral Home$25,552 $24,184 $49,826$57,090
Cemetery7,669 15,830 13,48928,711
Operating profit$33,221 $40,014 $63,315$85,801
Operating profit margin(1)
42.9%45.3%40.9%46.4%
(1)Operating profit margin is defined as Operating profit as a percentage of Revenue.
Further discussion of Operating profit for our funeral home and cemetery segments is presented herein under “– Results of Operations.”
RESULTS OF OPERATIONS
The following is a discussion of our results of operations for the three months ended June 30, 2021 and 2020.
The term “same store” refers to funeral homes and cemeteries acquired prior to January 1, 2017 and owned and operated for the entirety of each period being presented, excluding certain funeral home and cemetery businesses that we intend to divest in the near future.
The term “acquired” refers to funeral homes and cemeteries purchased after December 31, 2016, excluding any funeral home and cemetery businesses that we intend to divest in the near future. 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 total company performance.
The term “divested” when discussed in the Funeral Home Segment, refers to the three funeral homes we sold in the first six months of 2021.
“Planned divested” refers to the funeral home and cemetery businesses that we intend to divest.
“Ancillary” in the Funeral Home Segment represents our flower shop, pet cremation business and online cremation business.
Cemetery property amortization, Field depreciation expense and Regional and unallocated funeral and cemetery costs, are not included in Operating profit, a non-GAAP financial measure. Adding back these items will result in Gross profit, a GAAP financial measure.
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Funeral Home Segment
The following table sets forth certain information regarding our Revenue and Operating profit from our funeral home operations (in thousands):
Three months ended June 30,
20202021
Revenue:
Same store operating revenue$44,296 $47,284 
Acquired operating revenue9,023 8,557 
Divested/planned divested revenue2,584 809 
Ancillary revenue1,117 1,088 
Preneed funeral insurance commissions326 263 
Preneed funeral trust and insurance1,775 1,831 
Total$59,121 $59,832 
Operating profit:
Same store operating profit$18,725 $18,659 
Acquired operating profit3,755 3,261 
Divested/planned divested operating profit830 119 
Ancillary operating profit321 274 
Preneed funeral insurance commissions160 78 
Preneed funeral trust and insurance1,761 1,793 
Total$25,552 $24,184 
The following measures reflect the significant metrics over this comparative period:
 Three months ended June 30,
 20202021
Same store:
Contract volume9,056 9,061 
Average revenue per contract, excluding preneed funeral trust earnings$4,891 $5,218 
Average revenue per contract, including preneed funeral trust earnings$5,066 $5,399 
Burial rate36.1%35.2%
Cremation rate57.4%56.9%
Acquired:
Contract volume1,941 1,625 
Average revenue per contract, excluding preneed funeral trust earnings$4,649 $5,266 
Average revenue per contract, including preneed funeral trust earnings$4,710 $5,324 
Burial rate41.4%40.4%
Cremation rate55.0%54.9%
Funeral home same store operating revenue for the three months ended June 30, 2021 increased $3.0 million compared to the same period in 2020. The increase in operating revenue is primarily driven by a 6.7% increase in the average revenue per contract excluding preneed interest, while same store contract volume remained flat. The average revenue per contract in the second quarter of 2021 reflects a normalization of contracts under which we provide memorial services returning to pre-COVID-19 levels.
Funeral home same store operating profit for the three months ended June 30, 2021 decreased $0.1 million when compared to the same period in 2020. The comparable operating profit margin decreased 280 basis points to 39.5%. Operating expenses as a percent of operating revenue increased 2.8% for the three months ended June 30, 2021 compared to the same period in 2020. The largest increase was in salaries and benefits expenses, which increased 1.3% as a percent of operating revenue, when funeral personnel hours were reduced during the second quarter of 2020 due to COVID-19. This increase reflects normalization of salaries and benefits expenses returning to pre-COVID-19 levels. We also experienced increases as a
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percentage of revenue in the following areas: (1) general liability insurance costs increased 0.5%; (2) general and administrative expenses increased 0.3%; and (3) merchandise costs increased 0.2%.
Funeral home acquired operating revenue for the three months ended June 30, 2021 decreased $0.5 million compared to the same period in 2020. The decrease in operating revenue is primarily due to a 16.3% decrease in acquired contract volume, which was partially offset by a 13.3% increase in the average revenue per contract. The average revenue per contract in the second quarter of 2021 reflects a normalization of contracts under which we provide memorial services returning to pre-COVID-19 levels and the volume lift related to the COVID-19 death rate we experienced in the second quarter of 2020 tapering off.
Acquired operating profit for the three months ended June 30, 2021 decreased by $0.5 million when compared to the same period in 2020. The comparable operating profit margin decreased 350 basis points to 38.1%. The decrease in operating profit is primarily due to the decrease in acquired operating revenue. Operating expenses as a percent of operating revenue increased 3.5% for the three months ended June 30, 2021 compared to the same period in 2020, as we experienced increases as a percentage of revenue in the following areas: (1) other funeral costs increased 1.5%; (2) general liability insurance costs increased 0.6%; and (3) salaries and benefits expenses increased 0.2%.
Ancillary revenue, which is recorded in Other revenue, represents revenue from our flower shop, pet cremation and online cremation businesses, remained flat, while Ancillary operating profit decreased 14.6% for three months ended June 30, 2021 compared to the same period in 2020. Operating expenses as a percent of operating revenue increased 1.8% for the same comparative period, as we experienced slight increases in rent expense and other funeral costs, slightly offset by a decrease in salaries and benefits expenses.
Preneed funeral insurance commissions and preneed funeral trust and insurance revenue (recorded in Other revenue) and the respective operating profit, on a combined basis, remained flat for the three months ended June 30, 2021 compared to the same period in 2020.
The following table sets forth certain information regarding our Revenue and Operating profit from our funeral home operations (in thousands):
Six months ended June 30,
20202021
Revenue:
Same store operating revenue$90,992 $103,967 
Acquired operating revenue17,908 18,696 
Divested/planned divested revenue5,341 2,026 
Ancillary revenue2,268 2,295 
Preneed funeral insurance commissions692 593 
Preneed funeral trust and insurance3,662 4,029 
Total$120,863 $131,606 
Operating profit:
Same store operating profit$36,787 $44,471 
Acquired operating profit7,002 7,728 
Divested/planned divested operating profit1,503 253 
Ancillary operating profit616 516 
Preneed funeral insurance commissions318 167 
Preneed funeral trust and insurance3,600 3,955 
Total$49,826 $57,090 
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The following measures reflect the significant metrics over this comparative period:
 Six months ended June 30,
 20202021
Same store:
Contract volume18,114 20,089 
Average revenue per contract, excluding preneed funeral trust earnings$5,023 $5,175 
Average revenue per contract, including preneed funeral trust earnings$5,205 $5,354 
Burial rate36.5%36.0%
Cremation rate56.2%57.0%
Acquired:
Contract volume3,674 3,627 
Average revenue per contract, excluding preneed funeral trust earnings$4,874 $5,155 
Average revenue per contract, including preneed funeral trust earnings$4,933 $5,220 
Burial rate41.6%40.7%
Cremation rate54.8%54.5%
Funeral home same store operating revenue for the six months ended June 30, 2021 increased $13.0 million compared to the same period in 2020. The increase in operating revenue is primarily driven by a 10.9% increase in same store contract volume, as well as a 3.0% increase in the average revenue per contract excluding preneed interest. The increase in volume is primarily due to a peak spike in COVID-19 deaths during the first quarter of 2021, offset by volume decreases in the second quarter as death rates began to normalize to pre-COVID-19 levels. Additionally, the average revenue per contract increased as contracts under which we provide memorial services began to normalize to pre-COVID-19 levels in the second quarter of 2021.
Funeral home same store operating profit for the six months ended June 30, 2021 increased $7.7 million when compared to the same period in 2020. The comparable operating profit margin increased 240 basis points to 42.8%. The increase in operating profit is primarily due to the increase in same store operating revenue along with disciplined expense and cost management by leaders at each business. Operating expenses as a percent of operating revenue decreased 2.3% for the six months ended June 30, 2021 compared to the same period in 2020. The largest decrease was in salaries and benefits expense, which decreased 1.4% as a percent of operating revenue as we increased revenue during the first quarter of 2021 without adding extra personnel. We also experienced decreases as a percentage of revenue in the following areas: (1) allowance for credit losses decreased 0.3%; (2) promotional expenses decreased 0.3%; and (3) general and administrative expenses decreased 0.2%; offset slightly by a 0.2% increase in general liability insurance costs.
Funeral home acquired operating revenue for the six months ended June 30, 2021 increased $0.8 million compared to the same period in 2020. The increase in operating revenue is primarily driven by a 5.8% increase in the average revenue per contract excluding preneed interest, while acquired contract volume decreased by 1.3%. The increase in the average revenue per contract reflects a normalization of contracts under which we provide memorial services returning to pre-COVID-19 levels in the second quarter of 2021, as the volume lift related to the COVID-19 death rate we experienced in the first quarter of 2021 tapered off.
Acquired operating profit for the six months ended June 30, 2021 increased $0.7 million when compared to the same period in 2020. The comparable operating profit margin increased 220 basis points to 41.3%. The increase in operating profit is primarily due to the increase in acquired operating revenue along with disciplined expense and cost management by leaders at each business. Operating expenses as a percent of operating revenue decreased 2.2% for the six months ended June 30, 2021 compared to the same period in 2020. The largest decrease was in salaries and benefits expense, which decreased 3.0% as a percent of operating revenue as we increased revenue without adding extra personnel during the first quarter of 2021. We also experienced decreases as a percentage of revenue in the following areas: (1) allowance for credit losses decreased 0.4%; and (2) promotional expenses decreased 0.3%; offset slightly by a 0.8% increase in other funeral costs.
Ancillary revenue, which is recorded in Other revenue, represents revenue from our flower shop, pet cremation and online cremation businesses, remained flat, while Ancillary operating profit decreased 16.2% for the six months ended June 30, 2021 compared to the same period in 2020. Operating expenses as a percent of operating revenue increased 3.4% for the same comparative period, as we experienced increases in the following areas: (1) other funeral costs increased 3.1%; (2) rent expense increased 1.7%; and (3) general and administrative expenses increased 1.6%.
Preneed funeral insurance commissions and preneed funeral trust and insurance (recorded in Other revenue) on a combined basis, increased $0.3 million or 6.2% for the six months ended June 30, 2021 compared to the same period in 2020. The increase is primarily related to a 1.0% increase in preneed contracts maturing to atneed which triggers the recognition of
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trust earnings on matured contracts. Operating profit for preneed funeral insurance commissions and preneed trust and insurance, on a combined basis, increased $0.2 million or 5.2% for the same comparative period, primarily due to the increase in preneed funeral trust and insurance revenue.
Cemetery Segment
The following table sets forth certain information regarding our Revenue and Operating profit from our cemetery operations (in thousands):
Three months ended June 30,
20202021
Revenue:
Same store operating revenue$11,565 $16,516 
Acquired operating revenue4,056 8,175 
Divested/planned divested revenue162 508 
Preneed cemetery trust revenue2,333 2,992 
Preneed cemetery finance charges240 254 
Total$18,356 $28,445 
Operating profit:
Same store operating profit$3,666 $7,579 
Acquired operating profit1,435 4,737 
Divested/planned divested operating profit41 392 
Preneed cemetery trust operating profit2,287 2,868 
Preneed cemetery finance charges240 254 
Total$7,669 $15,830 
The following measures reflect the significant metrics over this comparative period:
 Three months ended June 30,
 20202021
Same store:
Preneed revenue as a percentage of operating revenue61%63%
Preneed revenue (in thousands)$7,041 $10,338 
Atneed revenue (in thousands)$4,524 $6,178 
Number of preneed interment rights sold1,749 2,251 
Average price per interment right sold$3,964 $4,111 
Acquired:
Preneed revenue as a percentage of operating revenue62%74%
Preneed revenue (in thousands)$2,523 $6,055 
Atneed revenue (in thousands)$1,533 $2,120 
Number of preneed interment rights sold552 1,013 
Average price per interment right sold$4,273 $5,704 
Cemetery same store preneed revenue increased $3.3 million for the three months ended June 30, 2021 compared to the same period in 2020, as we experienced a 28.7% increase in the number of interments rights sold, as well as a 3.7% increase in the average price per interment right sold. The increase is primarily due to (1) our sales personnel being less impacted by social distancing restrictions that were in place in the second quarter of 2020 due to COVID-19; and (2) the execution of the initial stages of our two year cemetery sales strategy of building high performance sales teams and standardized sales systems across our portfolio of cemeteries. Cemetery same store atneed revenue, which represents 37% of our same store operating revenue, increased $1.7 million as we experienced a 17.2% increase in same store atneed contracts and a 16.5% increase in the average sale per contract for the three months ended June 30, 2021 compared to the same period in 2020. This increase is primarily due to the increased number of deaths in 2021 related to COVID-19.
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Cemetery same store operating profit for the three months ended June 30, 2021 increased $3.9 million from the same period in 2020. The comparable operating profit margin increased 1,420 basis points to 45.9% primarily as a result of the increase in operating revenue, along with disciplined expense and cost management by leaders at each business. Operating expenses as a percent of operating revenue decreased 14.2% in the three months ended June 30, 2021 compared to the same period in 2020. The largest decrease was in salaries and benefits expense, which decreased 3.4% as a percent of operating revenue as we increased revenue without adding extra personnel. We also experienced decreases as a percentage of revenue in the following areas: (1) allowance for credit losses decreased 3.1%; (2) general liability insurance costs decreased 1.4%; and (3) promotional expenses decreased 1.3%.
There are three businesses in our acquired cemetery portfolio, two of which were acquired in the fourth quarter of 2019 and one acquired in the first quarter of 2020. In the first quarter of 2020, we hired new sales leadership at two of the newly acquired cemeteries and continue to build their respective sales teams as we execute the initial stages of our two year cemetery sales strategy of building high performance sales teams and standardized sales systems across our portfolio of cemeteries. As a result, our acquired cemetery portfolio experienced a $3.5 million increase in preneed revenue and a $0.6 million increase in atneed revenue for the three months ended June 30, 2021 compared to the same period in 2020.
Cemetery acquired operating profit increased $3.3 million for three months ended June 30, 2021 from the same period in 2020. The comparable operating profit margin increased 2,250 basis points to 57.9% primarily as a result of the increase in operating revenue, along with disciplined expense and cost management by leaders at each business. Operating expenses as a percent of operating revenue decreased 22.6% in the three months ended June 30, 2021 compared to the same period in 2020. The largest decrease was in salaries and benefits expense, which decreased 10.7% as a percent of operating revenue as we increased revenue without adding extra personnel. We also experienced decreases as a percentage of revenue in the following areas: (1) promotional expenses decreased 5.6%; (2) merchandise and services costs decreased 3.1%; and (3) general liability insurance costs decreased 1.2%.
Preneed cemetery trust revenue and preneed cemetery finance charges (recorded in Other revenue) on a combined basis increased $0.7 million for the three months ended June 30, 2021 compared to the same period in 2020. The increase in our trust fund income is primarily due to our execution of a major repositioning strategy beginning at the height of the COVID-19 market crisis in March 2020, substantially increasing our preneed cemetery trust revenue and operating profit. We experienced a $0.6 million increase in income and a $0.1 million increase in realized capital gains primarily within our perpetual care trusts in the three months ended June 30, 2021 compared to the same period of 2020. Operating profit for the two categories of Other revenue, on a combined basis, increased $0.6 million for three months ended June 30, 2021 compared to the same period in 2020 primarily due to the increase in our perpetual care trust revenue.
The following table sets forth certain information regarding our Revenue and Operating profit from our cemetery operations (in thousands):
Six months ended June 30,
20202021
Revenue:
Same store operating revenue$22,439 $31,083 
Acquired operating revenue6,855 15,155 
Divested/planned divested revenue261 696 
Preneed cemetery trust revenue4,067 5,856 
Preneed cemetery finance charges482 518 
Total$34,104 $53,308 
Operating profit:
Same store operating profit$6,838 $13,284 
Acquired operating profit2,262 8,839 
Divested/planned divested operating profit47 462 
Preneed cemetery trust operating profit3,860 5,608 
Preneed cemetery finance charges482 518 
Total$13,489 $28,711 
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The following measures reflect the significant metrics over this comparative period:
 Six months ended June 30,
 20202021
Same store:
Preneed revenue as a percentage of operating revenue59%60%
Preneed revenue (in thousands)$13,335 $18,778 
Atneed revenue (in thousands)$9,104 $12,305 
Number of preneed interment rights sold3,306 4,129 
Average price per interment right sold$3,803 $4,012 
Acquired:
Preneed revenue as a percentage of operating revenue62%69%
Preneed revenue (in thousands)$4,258 $10,498 
Atneed revenue (in thousands)$2,597 $4,657 
Number of preneed interment rights sold852 1,763 
Average price per interment right sold$4,422 $5,745 
Cemetery same store preneed revenue increased $5.4 million for the six months ended June 30, 2021 compared to the same period in 2020, as we experienced a 24.9% increase in the number of interments rights sold, as well as a 5.5% increase in the average price per interment right sold. The increase is primarily due to (1) our sales personnel being less impacted by social distancing restrictions that were in place in 2020 due to COVID-19; and (2) the execution of the initial stages of our two year cemetery sales strategy of building high performance sales teams and standardized sales systems across our portfolio of cemeteries. Cemetery same store atneed revenue, which represents 40% of our same store operating revenue, increased $3.2 million for the six months ended June 30, 2021 compared to the same period in 2020. The increase was a result of a 20.4% increase in same store atneed contracts and a 12.2% increase in the average sale per contract, primarily due to the increased deaths in 2021 related to COVID-19.
Cemetery same store operating profit increased $6.4 million for the six months ended June 30, 2021 compared to the same period in 2020. The comparable operating profit margin increased 1,220 basis points to 42.7% primarily as a result of the increase in operating revenue, along with disciplined expense and cost management by leaders at each business. Operating expenses as a percent of operating revenue decreased 12.2% in the six months ended June 30, 2021 compared to the same period in 2020. The largest decrease was in salaries and benefits expense, which decreased 4.0% as a percent of operating revenue as we increased revenue without adding extra personnel. We also experienced decreases as a percentage of revenue in the following areas: (1) allowance for credit losses decreased 1.7%; (2) promotional expenses decreased 1.5%; and (3) general liability insurance costs decreased 1.4%.
There are three businesses in our acquired cemetery portfolio, two of which were acquired in the fourth quarter of 2019 and one acquired in the first quarter of 2020. In the first quarter of 2020, we hired new sales leadership at two of the newly acquired cemeteries and continue to build their respective sales teams as we execute the initial stages of our two year cemetery sales strategy of building high performance sales teams and standardized sales systems across our portfolio of cemeteries. As a result, our acquired cemetery portfolio experienced a $6.2 million increase in preneed revenue and a $2.1 million increase in atneed revenue for the six months ended June 30, 2021 compared to the same period in 2020.
Cemetery acquired operating profit increased $6.6 million for six months ended June 30, 2021 compared to the same period in 2020. The comparable operating profit margin increased 2,530 basis points to 58.3% primarily as a result of the increase in operating revenue, along with disciplined expense and cost management by leaders at each business. Operating expenses as a percent of operating revenue decreased 25.3% in the six months ended June 30, 2021 compared to the same period in 2020. The largest decrease was in salaries and benefits expense, which decreased 13.1% as a percent of operating revenue as we increased revenue without adding extra personnel. We also experienced decreases as a percentage of revenue in the following areas: (1) promotional expenses decreased 4.8%; (2) merchandise and services costs decreased 2.2%; and (3) general liability insurance costs decreased 2.1%.
Preneed cemetery trust revenue and preneed cemetery finance charges (recorded in Other revenue) on a combined basis increased $1.8 million for the six months ended June 30, 2021 compared to the same period in 2020. The increase in our trust fund income is primarily due to our execution of a major repositioning strategy beginning at the height of the COVID-19 market crisis in March 2020, substantially increasing our preneed cemetery trust revenue and operating profit. We experienced a $1.3 million increase in income and a $0.5 million increase in realized capital gains primarily within our perpetual care trusts
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for the six months ended June 30, 2021 compared to the same period of 2020. Operating profit for the two categories of Other revenue, on a combined basis, increased $1.8 million for six months ended June 30, 2021 compared to the same period in 2020 primarily due to the increase in preneed cemetery trust revenue.
Cemetery property amortization. Cemetery property amortization totaled $2.2 million and $3.7 million for the three and six months ended June 30, 2021, respectively, increases of $1.1 million and $1.7 million, respectively, compared to the same periods in prior year primarily due to the increase in property sold across our cemetery portfolio.
Field depreciation. Depreciation expense for our field businesses totaled $3.1 million and $6.3 million for the three and six months ended June 30, 2021, respectively, decreases of $0.1 million and $0.3 million, respectively, compared to the same periods in prior year primarily due to building structures and older vehicles becoming fully depreciated without any newly acquired building structures and vehicles to offset the decrease.
Regional and unallocated funeral and cemetery costs. Regional and unallocated funeral and cemetery costs consist of salaries and benefits for regional management, field incentive compensation and other related costs for field infrastructure. Regional and unallocated funeral and cemetery costs totaled $5.8 million for the three months ended June 30, 2021, an increase of $2.1 million primarily due to the following: (1) a $1.7 million increase in cash incentives and equity compensation, as a result of our improved performance, which reinforces our strategy of aligning incentives with long-term value creation; (2) a $0.5 million increase in salary and benefits expenses, which includes our Chief Operating Officer hired in June 2020 and three cemetery directors of sales support hired in the second half of 2020; (3) a $0.3 million increase in other general administrative costs, which includes higher travel and advertising costs; and (4) a $0.1 million increase in separation expenses; offset by (5) a $0.4 million decrease in state audit assessments and (6) a $0.1 million decrease in health and safety expenses related to the COVID-19 pandemic.
Regional and unallocated funeral and cemetery costs totaled $11.8 million for the six months ended June 30, 2021, an increase of $5.4 million primarily due to the following: (1) a $4.2 million increase in cash incentives and equity compensation, as a result of our improved performance, which reinforces our strategy of aligning incentives with long-term value creation; (2) $0.7 million increase in salary and benefits expenses, which includes our Chief Operating Officer hired in June 2020 and three cemetery directors of sales support hired in the second half of 2020; (3) a $0.6 million increase in health and safety expenses related to the COVID-19 pandemic; and (4) a $0.3 million increase in other general administrative costs, which includes higher travel and advertising costs; offset by (5) a $0.4 million decrease in state audit assessments.
Other Financial Statement Items
General, administrative and other. General, administrative and other expenses totaled $6.9 million for the three months ended June 30, 2021, an increase of $0.4 million compared to the three months ended June 30, 2020. The increase was primarily attributable to the following: (1) a $0.4 million increase in cash incentives and equity compensation, as a result of our improved performance, which reinforces our strategy of aligning incentives with long-term value creation; and (2) a $0.2 million increase in other general administrative costs, which includes higher online marketing and advertising costs and software license fees for new technology; offset by (3) a $0.2 million decrease in litigation reserve.
General, administrative and other expenses totaled $15.7 million for the six months ended June 30, 2021, an increase of $3.2 million compared to the six months ended June 30, 2020. The increase was primarily attributable to the following: (1) a $1.8 million increase in cash incentives and equity compensation, as a result of our improved performance, which reinforces our strategy of aligning incentives with long-term value creation; (2) a $1.2 million increase in separation expenses related to the resignation of two members of senior leadership; and (3) a $0.5 million increase in other general administrative costs, which includes higher online marketing and advertising costs and software license fees for new technology, offset by (4) a $0.3 million decrease in litigation reserve.
Home office depreciation and amortization. Home office depreciation and amortization expense totaled $0.3 million and $0.6 million for the three and six months ended June 30, 2021, respectively, decreases of $0.1 million and $0.2 million, respectively, compared to the same periods in prior year primarily due to equipment and software at the home office becoming fully depreciated in the latter half of 2020 without any newly acquired assets to offset the decrease.
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Net loss on divestitures, disposals and impairments charges. The components of Net loss on divestitures, disposals and impairment charges are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2020202120202021
Goodwill impairment$— $— $13,632 $— 
Tradename impairment— — 1,061 — 
Net (gain) loss on divestitures— 205 — (103)
Net loss on disposals of fixed assets— 622 — 622 
Total$— $827 $14,693 $519 
During the six months ended June 30, 2021, we divested three funeral homes for a net gain of $0.1 million and disposed of fixed assets for a net loss of $0.6 million.
During the six months ended June 30, 2020, we recorded an impairment for goodwill of $13.6 million as the carrying amount of our funeral homes in the Eastern Region Reporting Unit exceeded the fair value and we recorded an impairment for certain of our tradenames of $1.1 million as the carrying amount of these tradenames exceeded the fair value.
Interest expense. Interest expense totaled $7.5 million and $15.1 million for the three and six months ended June 30, 2021, respectively, decreases of $0.9 million and $1.7 million, respectively, compared to the same periods in prior year, primarily due to decreased borrowings and lower interest rates on our Credit Facility, as well as lower interest on our New Senior Notes.
Income taxes. We had an income tax benefit of $4.2 million and an income tax expense of $3.4 million for the three months ended June 30, 2021 and 2020, respectively and an income tax expense of $1.4 million and $1.3 million for the six months ended June 30, 2021 and 2020, respectively. Our operating tax rate before discrete items was 33.0% and 33.5% for the three months ended June 30, 2021 and 2020, respectively and 28.5% and 33.3% for the six months ended June 30, 2021 and 2020, respectively.
We filed carryback refund claims for the 2018 and 2019 tax years as allowed by the legislative changes included in the CARES Act. As a result of requesting a tax refund in excess of $5 million, we must receive Joint Committee approval and undergo an audit for the tax year ending December 31, 2018. This audit is currently in progress. In 2020, the 2018 tax return was amended to take full advantage of the CARES Act legislative benefits resulting in additional losses that increase the amount of our carryback refund claim. The majority of the net operating losses generated in 2018 are the result of filing non-automatic accounting method changes relating to the recognition of revenue from our cemetery property and merchandise and services sales. Due to the uncertainty of receiving Internal Revenue Service approval regarding our non-automatic accounting method changes, a reserve has been recorded against the benefit derived from this carrying back that the net operating losses generated. At June 30, 2021, the reserve for uncertain tax positions was $3.7 million.
OVERVIEW OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Consolidated Financial Statements requires us to make estimates and judgments that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. 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 revenue 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 that our margins, operating income and net income, as a percentage of revenue, 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 GAAP. Our critical accounting policies are discussed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2020.
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.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk.
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 other than those related to COVID-19 which are described in more detail in Item 1A - Risk Factors below.
The following quantitative and qualitative information is provided about financial instruments to which we are a party at June 30, 2021 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.
Hypothetical changes in interest rates and the values of securities associated with the preneed and perpetual care trusts chosen for the following estimated sensitivity analysis are considered to be reasonable near-term changes generally based on consideration of past fluctuations for each risk category. However, since it is not possible to accurately predict future changes in interest rates, these hypothetical changes may not necessarily be an indicator of probable future fluctuations.
The following information about our market-sensitive financial instruments constitutes a “forward-looking statement.”
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 at June 30, 2021 are presented in Item 1, “Condensed Notes to Consolidated Financial Statements,” Note 6 to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The sensitivity of the fixed income securities is such that a 0.25% change in interest rates causes an approximate 0.84% change in the value of the fixed income securities.
We monitor current and forecasted interest rate risk in the ordinary course of business and seek to maintain optimal financial flexibility, quality and solvency. At June 30, 2021, we had outstanding borrowings under the New Credit Facility of $60.5 million. Any further borrowings or voluntary prepayments against the New Credit Facility or any change in the floating rate would cause a change in interest expense. We have the option to pay interest under the New Credit Facility at either prime rate or the LIBOR rate plus a margin. At June 30, 2021, the prime rate margin was equivalent to 0.75% and the LIBOR rate margin was 1.75%. Assuming the outstanding balance remains unchanged, a change of 100 basis points in our borrowing rate would result in a change in income before taxes of $0.6 million. We have not entered into interest rate hedging arrangements in the past. Management continually evaluates the cost and potential benefits of interest rate hedging arrangements.
Our New Senior Notes bear interest at the fixed annual rate of 4.25%. We may redeem the New Senior Notes, in whole or in part, at the redemption price of 102.13% on or after May 15, 2024, 101.06% on or after May 15, 2025 and 100% on or after May 15, 2026, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time before May 15, 2024, we may also redeem all or part of the New Senior Notes at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. At June 30, 2021, the carrying value of the New Senior Notes on our Consolidated Balance Sheet was $394.3 million and the fair value of the New Senior Notes was $399.5 million based on the last traded or broker quoted price, reported by the Financial Industry Regulatory Authority, Inc. Increases in market interest rates may cause the value of the New Senior Notes to decrease, but such changes will not affect our interest costs. 
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 and do not have a quoted market value. Any increase in market interest rates causes the fair value of those liabilities to decrease, but such changes will not affect our interest costs.
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Item 4.Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures
Our management, including our principal executive and principal financial officers, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report on 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 rules and forms, and to ensure that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures are effective at June 30, 2021 and that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with US GAAP.
Changes in Internal Control over Financial Reporting
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) during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1.Legal Proceedings.
We and our subsidiaries are parties to a number of legal proceedings that arise from time to time in the ordinary course of our business. While the outcome of these proceedings cannot be predicted with certainty, we do not expect these matters to have a material adverse effect on our financial statements.
We self-insure against certain risks and carry insurance with coverage and coverage limits for risk in excess of the coverage amounts consistent with our assessment of risks in our business and of an acceptable level of financial exposure. Although there can be no assurance that self-insurance reserves and insurance will be sufficient to mitigate all damages, claims, or contingencies, we believe that the reserves and our insurance provides reasonable coverage for known asserted and unasserted claims. In the event we sustain a loss from a claim and the insurance carrier disputes coverage or coverage limits, we may record a charge in a different period than the recovery, if any, from the insurance carrier.
Item 1A.Risk Factors.
Risk Factor Update
We are supplementing the risk factors as previously disclosed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”), with the updated risk factors set out below. The risk factors below should be read in conjunction with the risk factors set out in our 2020 Form 10-K:
RISKS RELATED TO OUR BUSINESS
Key Employees and Compensation
Our “Good To Great II” incentive program could result in the issuance of a significant number of shares of common stock to certain critical employees.
Our Good To Great II incentive program rewards certain employees who are not Managing Partners in alignment with the incentive programs for our Managing Partners. Specifically, the Good To Great II incentive program is tied to the future performance of the Company and requires the Company’s share price to reach one of five predetermined Common Stock Price Averages (as defined by the program) through a performance period ending December 31, 2024 in order for the award to be earned by the participants of the program. While the program aligns our incentives with long-term value creation, there is a potential risk of dilution to our shareholders if we achieve the highest performance tier under the Good To Great II incentive program, which equals a Common Stock Price Average (as defined by the program) of $77.34 per share. At June 30, 2021, under such a scenario, a total of 1,064,740 shares of common stock would be awarded to participants under the program. We believe this incentive program will result in improved overall financial performance.
Please also refer to the complete set of Risk Factors discussed in Part I, Item 1A “Risk Factors” in our 2020 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2020 Form 10-K 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended June 30, 2021:
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Program
Dollar Value of Shares That May Yet Be Purchased Under the Program(1)
April 1, 2021 - April 30, 2021— $— — $25,601,446 
May 1, 2021 - May 31, 2021— $38.04 100,000 $46,797,701 
June 1, 2021 - June 30, 2021— $37.81 224,704 $38,300,533 
Total for quarter ended June 30, 2021— 324,704 
(1)See Part I, Item 1, Financial Statements and Supplementary Data, Notes 14 and 18 for additional information on our publicly announced share repurchase program.
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Item 3.Defaults Upon Senior Securities.
Not applicable.
Item 4.Mine Safety Disclosures.
Not applicable.
Item 5.Other Information.
On and effective July 28, 2021, the Board approved a second amendment and restatement to the Company’s Amended and Restated By-laws (as so amended and restated, the Second Amended and Restated By-laws) to implement, amongst other changes, an exclusive forum bylaw provision.
Item 6.Exhibits.
The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are set forth in the Exhibit Index accompanying this Quarterly Report on Form 10-Q and are incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CARRIAGE SERVICES, INC.
Date:8/4/2021/s/ C. Benjamin Brink
C. Benjamin Brink
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
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CARRIAGE SERVICES, INC.
INDEX OF EXHIBITS
Exhibit No.Description
3.1
4.1



4.2
10.1
*31.1
*31.2
**32
*101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
*101.SCHInline XBRL Taxonomy Extension Schema Documents.
*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
*104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 __________________
(*)Filed herewith.
(**)Furnished herewith.
(†)Management contract or compensatory plan or arrangement.

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