SEC Filing - Carriage Services, Inc.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
o	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)

DELAWARE (State or other jurisdiction of incorporation or organization)		76-0423828 (I.R.S. Employer Identification No.)
1900 Saint James Place, 4^th Floor, Houston, TX (Address of principal executive offices)		77056 (Zip Code)

Registrant's telephone number, including area code: (713) 332-8400

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Common Stock, $.01 Par Value
(Title Of Class)

New York Stock Exchange
(Name of Exchange on which registered)

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

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 ý No o

The number of shares of the Registrant's Common Stock, $.01 par value per share, outstanding as of November 6, 2002 was 17,070,502.

CARRIAGE SERVICES, INC.

INDEX

			Page
PART I—FINANCIAL INFORMATION
	Item 1. Financial Statements
		Consolidated Balance Sheets as of December 31, 2001 and September 30, 2002	3
		Consolidated Statements of Operations for the Three Months ended September 30, 2001 and 2002 and Nine Months ended September 30, 2001 and 2002	4
		Consolidated Statements of Comprehensive Income for the Nine Months ended September 30, 2001 and 2002	5
		Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2001 and 2002	6
		Condensed Notes to Consolidated Financial Statements	7
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		10
	Item 3. Quantitative and Qualitative Disclosures of Market Risk		20
	Item 4. Controls and Procedures		20
PART II—OTHER INFORMATION
	Item 1. Legal Proceedings		22
	Item 2. Changes in Securities and Use of Proceeds		22
	Item 3. Defaults Upon Senior Securities		22
	Item 4. Submission of Matters to a Vote of Security Holders		22
	Item 5. Other Information		22
	Item 6. Exhibits and Reports on Form 8-K		24
		Signatures	25
		Certifications	26

CARRIAGE SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

				December 31, 2001			September 30, 2002
							(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	2,744		$	3,704
	Accounts receivable—
		Trade, net of allowance for doubtful accounts of $3,515 in 2001 and $3,376 in 2002 in 2002			15,660			13,256
		Other			773			2,377

					16,433			15,633
	Assets held for sale, net				2,287			3,366
	Inventories and other current assets				6,983			6,667

			Total current assets		28,447			29,370

Property, plant and equipment, at cost, net of accumulated depreciation of 24,176 in 2001 and $28,668 in 2002					114,217			111,426
Cemetery property, at cost					61,630			64,368
Goodwill					160,576			161,723
Deferred charges and other non-current assets					49,159			59,041
Preneed funeral contracts					219,975			221,880
Preneed cemetery merchandise and service trust funds					40,078			47,551

			Total assets	$	674,082		$	695,359

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities			$	26,965		$	22,710
	Current portion of long-term debt and capital lease obligations				2,488			2,443

			Total current liabilities		29,453			25,153
Deferred cemetery revenue and preneed liabilities					89,803			98,309
Deferred preneed funeral contracts revenue					229,380			233,215
Long-term debt, net of current portion					148,508			147,015
Capital lease obligations, net of current portion					5,093			5,067

			Total liabilities		502,237			508,759

Commitments and contingencies
Minority interest in consolidated subsidiary					209			400
Company-obligated mandatorily redeemable convertible preferred securities of Carriage Services Capital Trust					90,058			90,159
Stockholders' equity:
	Common Stock, $.01 par value; 80,000,000 shares authorized; 17,033,000 issued and outstanding at September 30, 2002				—			170
	Class A Common Stock, $.01 par value; 40,000,000 shares authorized; 16,811,000 issued and outstanding at December 31, 2001				168			—
	Contributed capital				189,449			184,956
	Retained deficit				(107,193	)		(88,636	)
	Unrealized loss on interest rate swaps, net of tax benefit				(846	)		(449	)

			Total stockholders' equity		81,578			96,041

	Total liabilities and stockholders' equity			$	674,082		$	695,359

The accompanying condensed notes are an integral part of these consolidated financial statements.

CARRIAGE SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share data)

		For the three months ended September 30,				For the nine months ended September 30,
		2001		2002		2001		2002
Revenues, net
	Funeral	$	28,256	$	27,521	$	94,290	$	89,060
	Cemetery		9,413		8,601		28,265		25,834

			37,669		36,122		122,555		114,894
Costs and expenses
	Funeral		22,333		20,351		70,990		62,919
	Cemetery		7,096		6,531		21,421		19,663

			29,429		26,882		92,411		82,582

	Gross profit		8,240		9,240		30,144		32,312
General and administrative expenses			2,473		3,619		6,702		8,475

	Operating income		5,767		5,621		23,442		23,837
Interest expense, net			3,413		3,101		10,336		9,450
Financing costs of company-obligated mandatory redeemable convertible preferred securities of Carriage Services Capital Trust			1,675		1,675		5,023		5,023

	Total interest and financing costs		5,088		4,776		15,359		14,473

Income before income taxes			679		845		8,083		9,364
Provision (benefit) for income taxes			136		325		1,617		(9,193	)

	Net income		543		520		6,466		18,557
Preferred stock dividends			3		—		35		—

Net income available to common stockholders		$	540	$	520	$	6,431	$	18,557

Basic earnings per common share		$	0.03	$	0.03	$	0.39	$	1.10

Diluted earnings per common share		$	0.03	$	0.03	$	0.37	$	1.06

Weighted average number of common and common equivalent shares outstanding:
	Basic		16,699		16,978		16,600		16,940

	Diluted		17,851		17,367		17,648		17,439

The accompanying condensed notes are an integral part of these consolidated financial statements.

CARRIAGE SERVICES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited and in thousands)

		For the nine months ended September 30,
		2001			2002
Net income		$	6,466		$	18,557
Other comprehensive income (loss):
	Cumulative effect on prior years of the change in accounting principle, net of income tax benefit of $1		1			—
	Unrealized gain (loss) on interest rate swaps arising during period		(1,329	)		247
	Amortization of accumulated unrealized loss on interest rate swap		—			249
	Related income tax (provision) benefit		266			(99	)

Total other comprehensive income (loss)		$	(1,062	)	$	397

Comprehensive income		$	5,404		$	18,954

The accompanying condensed notes are an integral part of these consolidated financial statements.

CARRIAGE SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)

				For the nine months Ended September 30,
				2001			2002
Cash flows from operating activities:
	Net income			$	6,466		$	18,557
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation			4,724			4,851
		Amortization			8,097			3,002
		Provision for losses on accounts receivable			2,047			979
		Deferred income tax expense (benefit)			2,557			(8,079	)
		Other			—			168
	Changes in assets and liabilities, net of effects from acquisitions and dispositions:
		Decrease in accounts receivable			1,064			3,830
		(Increase) decrease in inventories and other current assets			9			(39	)
		(Increase) in deferred charges and other			(207	)		(33	)
		(Increase) in preneed funeral and cemetery costs			(3,388	)		(2,773	)
		(Increase) in preneed cemetery trust funds			(3,564	)		(1,958	)
		Increase (decrease) in accounts payable and accrued liabilities			263			(5,961	)
		Income tax (payments) refunds, net			2,191			(81	)
		Increase in deferred revenue and preneed liabilities			1,553			1,848

			Net cash provided by operating activities		21,812			14,311
Cash flows from investing activities:
		Net proceeds from sales of businesses and other assets			8,442			81
		Sale of minority interest in subsidiary			200			200
		Acquisitions			(212	)		(2,160	)
		Capital expenditures			(4,588	)		(4,886	)

			Net cash provided by (used in) investing activities		3,842			(6,765	)
Cash flows from financing activities:
		Proceeds (payments) under bank line of credit			(9,000	)		3,000
		Payments on long-term debt and capital lease obligations			(11,843	)		(4,735	)
		Proceeds from issuance of common stock			567			438
		Payment of contingent stock price guarantees			(4,935	)		(5,289	)
		Payment of preferred stock dividends			(35	)		—

			Net cash used in financing activities		(25,246	)		(6,586	)
Net increase in cash and cash equivalents					408			960
Cash and cash equivalents at beginning of period					3,210			2,744

Cash and cash equivalents at end of period				$	3,618		$	3,704

Supplemental disclosure of cash flow information:
		Cash paid for interest and financing costs		$	15,797		$	16,284

		Cash paid for income taxes		$	65		$	229

The accompanying condensed notes are an integral part of these consolidated financial statements.

CARRIAGE SERVICES, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. BASIS OF PRESENTATION

(a): The Company

Carriage Services, Inc., (the "Company") is a leading provider of products and services in the death care industry in the United States. As of September 30, 2002, the Company owned and operated 149 funeral homes and 30 cemeteries in 29 states.

(b): Principles of Consolidation

The accompanying consolidated financial statements include the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

(c): Interim Condensed Disclosures

The information for the three and nine month periods ended September 30, 2001 and 2002 is unaudited, but in the opinion of management, reflects all adjustments which are of a normal, recurring nature necessary for a fair presentation of financial position and results of operations for the interim periods. Certain information and footnote disclosures, normally included in annual financial statements, have been condensed or omitted pursuant to the rules of the SEC. The accompanying consolidated financial statements have been prepared consistent with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2001, and should be read in conjunction therewith. Certain amounts in the December 31, 2001 consolidated balance sheet have been classified differently than in the consolidated balance sheet included in our annual report on Form 10-K. Additionally, preneed funeral and cemetery costs have been reclassified from investing activities to operating activities in the September 30, 2001 consolidated statement of cash flows to conform to current year presentation.

(d): Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. ACCOUNTING CHANGES

(a): Goodwill and Other Intangible Assets

The provisions of SFAS No. 141 apply to all business combinations initiated after June 30, 2001. The provisions also apply to all business combinations accounted for using the purchase method for

which the date of acquisition is July 1, 2001 or later. The adoption of SFAS No. 141 by the Company had no effect on its consolidated financial statements.

The provisions of SFAS No. 142 were required to be applied starting with fiscal years beginning after December 15, 2001. The Company adopted SFAS No. 142 as of the beginning of the first quarter of 2002. The effect of SFAS No. 142 on the Company is the elimination of the amortization of goodwill, which prior to 2002 was amortized over 40 years, and the testing for impairment of goodwill on an annual basis. Had the adoption of SFAS No. 142 occurred at the beginning of the previous year, the results would have been as follows (in thousands, except per share amounts):

	For the three months ended September 30, 2001		For the nine months ended September 30, 2001
Income before taxes	$	1,778	$	11,448
Net income		1,422		9,158
Diluted earnings per share	$	0.08	$	0.52

See Management's Discussion and Analysis of Financial Condition and Results of Operations for proforma disclosure of this accounting change which additionally incorporates the impact of the change in the tax rate discussed in Note 4 on the reported results for 2001. The Company performed a review of goodwill as of January 1, 2002 by comparing the fair value of the Company's reporting units (funeral home business by region) to the carrying value of the reporting units, and no impairment was recorded at the implementation date of the new accounting standard. Goodwill acquired during the nine months ended September 30, 2002, included $1.0 million for performance-based contingent consideration payments on a prior year acquisition and $0.9 million for a funeral home acquisition in the second quarter of 2002.

(b): Impairment of Long-Lived Assets

In August 2001 the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and reporting of long-lived assets, other than goodwill, that are to be disposed by sale or otherwise (e.g. discontinued operations), and is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company adopted SFAS No. 144 as of the beginning of the first quarter of 2002 which had no effect on the Company's financial position or results of operations.

3. MAJOR SEGMENTS OF BUSINESS

Carriage conducts funeral and cemetery operations only in the United States. The following table presents external revenue, net income and total assets by segment (in thousands):

		Funeral		Cemetery		Corporate(1)			Consolidated
External revenues:
	Nine months ended September 30, 2002	$	89,060	$	25,834		—		$	114,894
	Nine months ended September 30, 2001		94,290		28,265		—			122,555
Net income
	Nine months ended September 30, 2002	$	15,809	$	3,760	$	(1,012	)	$	18,557
	Nine months ended September 30, 2001		13,534		4,257		(11,325	)		6,466
Total assets:
	September 30, 2002	$	514,841	$	163,511	$	17,007		$	695,359
	December 31, 2001		517,889		152,639		3,554			674,082

(1): Net income for the nine months ended September 30, 2002 and the change in total assets assigned to Corporate is primarily attributable to the reduction in the deferred tax valuation allowance discussed in Note 4.

4. INCOME TAXES

For 2001, the Company had an effective financial statement tax rate of 20 percent, reflecting the benefit of previously unrecognized tax losses from prior periods related to the Fresh Start restructuring program. When the Company incurred the Fresh Start restructuring costs and write-downs in late 2000 and proceeded to dispose of low performing businesses, it could not be assured that it would generate enough future taxable income to utilize the sizeable tax benefits created by the tax losses on asset sales. To acknowledge this uncertainty at the time, the Company recorded a "valuation allowance" to offset these tax benefits until such time that it could be determined that the Company would be able to deduct them. Based on the positive operating results subsequent to 2000 and management's forecast of future positive operating results, management determined in the first quarter of 2002 that it is more likely than not that the Company will be able to utilize substantially all of these previously unrecognized tax benefits. Accordingly, in the first quarter of 2002 the Company recorded a special one-time tax benefit in the amount of $12.8 million, equal to $0.73 per diluted share, which eliminated substantially all of the valuation allowance. The Company estimates that its effective tax rate will be 38.5 percent for financial statement purposes in 2002, excluding the reduction of the deferred tax valuation allowance. Had the Company also used the 38.5 percent tax rate for the nine months ended September 30, 2001, net income for that period, excluding the effect of the change in accounting for goodwill amortization discussed in Note 2, would have been lower by $1,495,000 or $0.09 per diluted share.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Carriage is a leading provider of death care services and products in the United States. Our historical focus has been on operational enhancements at facilities currently owned to increase revenues and gross profit, as well as growth through acquisitions (although we have not pursued the acquisition strategy since 1999). That focus has resulted in high standards of service, operational performance, and an infrastructure containing measurement and management systems. In 2000, the operating strategy was dramatically shifted to focus upon increasing operating cash flow. In November 2000, we launched a multi-faceted, restructuring program, called "Fresh-Start", which was designed to increase financial and operating performance, improve cash flow, reduce debt, and assist Carriage in fulfilling our mission of being the highest quality funeral and cemetery service organization in the industry. Beginning with the fourth quarter of 2000, we have been focused on executing elements of Fresh Start.

The goals of Fresh Start were and remain restoring credibility to our operating and consolidation model, increasing and better aligning our earnings and cash flow, restoring market credibility to our balance sheet, reducing our debt, and re-accessing the capital markets.

The principal elements of Fresh Start include downsizing our corporate organization; changing our operating leadership; changing our preneed funeral organizational strategy; stratifying by performance our funeral and cemetery portfolios; implementing action plans to improve underperforming businesses; disposing of some underperforming businesses; adjusting the carrying basis of other underperforming businesses; and modifying financial covenants with lenders to facilitate execution of Fresh Start. Most of the elements of Fresh Start have been accomplished and we are seeing the benefits of these actions in our operating results.

Net income totaled $18.6 million in the first nine months of 2002, or $1.06 per diluted share. Excluding a $12.8 million, or $0.73 per share special tax benefit, net income was $5.8 million, or $0.33 per diluted share. Two significant accounting events occurred during the nine months ended September 30, 2002: the elimination of goodwill amortization in connection with the implementation of SFAS No.142, which totaled $3.4 million in the first nine months of 2001, and the change in the Company's tax rate from 20 percent to 38.5 percent. Had those two events occurred at the beginning of 2001, net income and diluted earnings per share would have totaled $7.0 million and $0.40, respectively, for the first nine months of 2001.

The full year impact to diluted earnings per share, by quarter, for 2001 of these two events would have been as follows:

	Diluted Earnings per Share
	1^st Quarter			2^nd Quarter			3^rd Quarter			4^th Quarter			Full Year
2001 results as previously reported	$	0.22		$	0.12		$	0.03		$	0.14		$	0.51
Adjustment of tax rate from 20% to 38.5%		(0.05	)		(0.03	)		(0.01	)		(0.03	)		(0.12	)
Proforma elimination of goodwill amortization		0.04			0.04			0.04			0.04			0.16

Adjusted 2001	$	0.21		$	0.13		$	0.06		$	0.15		$	0.55

Income from operations, which we define as earnings before interest and income taxes, increased as a percentage of net revenues, from 15.3% for the third quarter of 2001 to 15.6% for the third quarter of 2002 and from 19.1% for the nine months ended September 30, 2001 to 20.7% for the nine months ended September 30, 2002. This improvement was primarily due to the elimination of amortization for goodwill beginning January 1, 2002, offset in part by a $0.7 million charge related to

the termination of an employment agreement with a former officer, $0.5 million in professional fees incurred in connection with changes in tax accounting methods and higher insurance costs. Revenues from funeral homes decreased 2.6% and revenues from cemeteries decreased 8.6% in the third quarter of 2002 compared to the same period in 2001 primarily as a result of a decline in same-store revenues period to period, lower preneed insurance commission revenue and lower cemetery preneed property sales. Other factors that attributed to a decrease in funeral revenue are a lower national death rate compared to the third quarter of 2001 and competition from independent operators in some local markets. Also, approximately 72 percent of its funeral revenue was generated from traditional funeral services and 28 percent from cremation services, as compared to 73 percent and 27 percent in the third quarter of last year. The average revenue for cremation services increased by 0.6 percent when compared to the third quarter of last year. Cemetery revenues were negatively impacted by a weaker economy that resulted in lower discretionary spending by consumer and lower returns on investment funds. Specifically, we experienced a 2.8% decrease in preneed merchandise and service deliveries, a 6.1% decrease in sales of interment and entombment sites and a 1.9% decrease in income from perpetual care trusts and finance charges. The decline in cemetery revenue was offset partially by a 2.2% increase in at-need sales of property, services and merchandise.

Gross margins for the funeral homes increased from 21.0% in the third quarter of 2001 to 26.1% in the third quarter of 2002 primarily because of the elimination of goodwill amortization. As a percentage of cemetery net revenues, cemetery gross margin was 24.1% in the third quarter of 2002 compared to 24.6% in the third quarter of 2001.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements presented herewith, which have been prepared in accordance with generally accepted accounting principles. Our significant accounting policies are summarized in Note 1 to the consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2001. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Funeral and Cemetery Operations

We record the sales of funeral merchandise and services when the funeral service is performed. Sales of cemetery interment rights are recorded as revenue in accordance with the retail land sales provisions of Statement of Financial Accounting Standards (SFAS) No 66, "Accounting for Sales of Real Estate". This method provides for the recognition of revenue in the period in which the customer's cumulative payments exceed 10% of the contract price related to the real estate. Costs related to the sales of interment rights, which include property and other costs related to cemetery development activities, are charged to operations using the specific identification method in the period in which the sale of the interment right is recognized as revenue. Revenue from the sales of cemetery merchandise and services are recognized in the period in which the merchandise is delivered or the service is performed. Revenues to be recognized from the delivery of merchandise and performance of services related to contracts that were acquired in acquisitions are typically lower than those originated by the Company and are likely to exceed the cash collected from the contract and received from the trust at maturity.

Allowances for customer cancellations, refunds and bad debts are provided at the date of sale based on our historical experience. In addition, we monitor changes in delinquency rates and provide additional bad debt and cancellation reserves when warranted. When preneed funeral services and merchandise are funded through third-party insurance policies, we earn a commission on the sale of the

policies. Insurance commissions are recognized as revenues at the point at which the commission is no longer subject to refund, which is typically one year after the policy is issued.

Preneed Funeral Contracts & Deferred Preneed Funeral Contracts Revenue

Cash proceeds from preneed funeral sales are deposited to a trust or to purchase of a third-party insurance product. Unperformed guaranteed preneed funeral contracts are included in the consolidated balance sheets as preneed funeral contracts. The balance in this asset account represents amounts due from customer receivables and third-party insurance companies, and the amounts deposited with the trustee and the accumulated earnings on these deposits. A corresponding credit is recorded to deferred preneed funeral contracts revenue. The funeral revenue is not recorded until the service is performed. The trust income earned and the increases in insurance benefits on the insurance products are also deferred until the service is performed, in order to offset inflation in cost to provide the service in the future.

Deferred Obtaining Costs

Deferred obtaining costs consist of sales commissions and other direct related costs of originating preneed sales contracts. These costs are deferred and amortized into funeral and cemetery costs and expenses over the expected timing of the performance of the services or delivery of the merchandise covered by the preneed contracts. Effective October 1, 2001, we changed the pattern of the periods over which the costs are recognized to more closely track actuarial statistics, provided by a third party administrator, based on the actual contracts we hold. The effect of this change was to reduce expense in the fourth quarter of 2001 by approximately $0.5 million from that which would have been recorded using the prior methodology.

Goodwill and Other Intangible Assets

The excess of the purchase price over the fair value of net identifiable assets acquired, as determined by management in transactions accounted for as purchases, is recorded as goodwill. Many of the acquired funeral homes have provided high quality service to families for generations. The resulting loyalty often represents a substantial portion of the value of a funeral business. Goodwill is typically not associated with or recorded for the cemetery businesses. In accordance with SFAS No. 142, we review the carrying value of goodwill at least annually on a regional basis to determine if facts and circumstances exist which would suggest that this intangible asset might be carried in excess of fair value. Fair value is determined by discounting the estimated future cash flows of the businesses in each region at the Company's weighted average cost of capital less debt allocable to the region. The calculation of fair value can vary dramatically with changes in estimates of the number of future services performed, inflation in costs and the Company's cost of capital. If impairment is indicated, then an adjustment will be made to reduce the carrying amount of goodwill to fair value. No impairments were recorded during the nine months ended September 30, 2002.

Income Taxes

The Company and its subsidiaries file a consolidated U.S. federal income tax return. We record deferred taxes for temporary differences between the tax basis and financial reporting basis of assets and liabilities, in accordance with SFAS 109, "Accounting for Income Taxes".

To acknowledge this uncertainty at the time, the Company recorded a "valuation allowance" to offset these tax benefits until such time that it could be determined that the Company would be able to deduct them. Based on the positive operating results subsequent to 2000 and management's forecast of future positive operating results, management determined in the first quarter of 2002 that it is more likely than not that the Company will be able to utilize substantially all of these previously unrecognized tax benefits. Accordingly, in the first quarter of 2002 the Company recorded a special one-time tax benefit in the amount of $12.8 million, equal to $0.73 per diluted share, which eliminated substantially all of the valuation allowance. The Company estimates that its effective tax rate for financial statement purposes is 38.5% in 2002, excluding the affect of the reversal of the deferred tax valuation allowance. Had the Company also used the 38.5 percent tax rate for the nine months ended September 30, 2001, net income for that period, excluding the effect of the change in accounting for goodwill amortization discussed in Note 2, would have been lower by $1,495,000 or $0.09 per diluted share.

Stock Options and Employee Stock Purchase Plan

The Company has four stock option plans currently in effect under which stock options may be issued. Additionally, the Company sponsors an Employee Stock Purchase Plan (ESPP) under which employees can purchase common stock at a discount. The stock options are granted with an exercise price equal to or greater than the fair market value of the Company's Common Stock. Substantially all of the options granted under the four stock option plans have ten-year terms. The options generally vest over a period of two to four years. The Company accounts for stock options and shares issued under the ESPP under APB Opinion No. 25, under which no compensation cost is recognized in the Consolidated Statement of Operations. Had compensation cost for options granted in 2002 and shares issued under the ESPP in 2002 been determined consistent with SFAS No. 123, "Accounting for Stock Based Compensation", for 2002, additional compensation expense totaling $0.5 million, equal to $0.02 per diluted share, would be recorded.

RESULTS OF OPERATIONS

The following is a discussion of the Company's results of operations for the three and nine month periods ended September 30, 2001 and 2002. For purposes of the revenue discussion, the Company's funeral home businesses are in three groups, as a result of the stratification of our funeral homes. A "core" group which represents approximately two-thirds of our revenues and cash flow, a second "underperforming" group, and a third group consisting of businesses that are "targeted for sale". Currently none of the cemetery businesses are stratified into these categories and none of the cemeteries are currently held for sale. Additionally, funeral homes and cemeteries owned and operated for the entirety of each period being compared are referred to as "same-store" or "existing operations".

Funeral Home Segment. The following table sets forth certain information regarding the net revenues, field EBITDA (earnings before interest, taxes, depreciation and amortization) and gross profit of the Company from its funeral home operations for the three and nine months ended September 30, 2001 compared to the three and nine months ended September 30, 2002. Field EBITDA differs from gross profit in that it excludes preneed insurance commissions revenue, corporate overhead allocations and depreciation and amortization.

Three months ended September 30, 2001 compared to three months ended September 30, 2002
(dollars in thousands)

			Three months ended September 30,						Change
			2001			2002			Amount			Percent
Net location same-store revenues:
	Core		$	17,342		$	17,678		$	336		1.9	%
	Underperforming			8,436			8,297			(139	)	(1.6	)%
	Targeted for sale			913			898			(15	)	(1.6	)%

		Total same-store revenue	$	26,691		$	26,873		$	182		0.7	%
Acquired, sold or discontinued				655			247			(408	)	*
Preneed insurance commissions revenue				910			401			(509	)	(55.9	)%

Total net revenues			$	28,256		$	27,521		$	(735	)	(2.6	)%

Field EBITDA			$	9,034		$	9,118		$	84		0.9	%

Field EBITDA margin				33.0	%		33.6	%		0.6	%	1.8	%
Gross profit:
Same-store			$	4,945		$	6,694		$	1,749		35.4	%
Acquired, sold or discontinued				68			75			7		*
Preneed insurance commissions revenue				910			401			(509	)	(55.9	)%

Total gross profit			$	5,923		$	7,170		$	1,247		21.1	%

*: not meaningful

Nine months ended September 30, 2001 compared to nine months ended September 30, 2002
(dollars in thousands)

			Nine months ended September 30,						Change
			2001			2002			Amount			Percent
Net location same-store revenues:
	Core		$	57,534		$	57,741		$	207		0.4	%
	Underperforming			26,984			26,587			(397	)	(1.5	)%
	Targeted for sale			3,065			2,995			(70	)	(2.3	)%

		Total same-store revenue	$	87,583		$	87,323		$	(260	)	(0.3	)%
Acquired, sold or discontinued				3,509			490			(3,019	)	*
Preneed insurance commissions revenue				3,198			1,247			(1,951	)	(61.0	)%

Total net revenues			$	94,290		$	89,060		$	(5,230	)	(5.6	)%

Field EBITDA			$	33,086		$	31,731		$	(1,355	)	(4.1	)%

Field EBITDA margin				36.3	%		36.1	%		(0.2	)%	(0.6	)%
Gross profit:
Same-store			$	19,782		$	24,769		$	4,987		25.2	%
Acquired, sold or discontinued				320			125			(195	)	*
Preneed insurance commissions revenue				3,198			1,247			(1,951	)	(61.0	)%

Total gross profit			$	23,300		$	26,141		$	2,841		12.2	%

*: not meaningful

Funeral same-store revenues for the three months ended September 30, 2002 increased 0.7% when compared to the three months ended September 30, 2001, as we experienced a decrease of 0.8% in the number of services and a increase of 1.5% in the average revenue per service for those existing operations. The decrease in the number of services compares favorably with the reported 2.9% decline in the national mortality rates for the three month period. The increase in the average revenue per service of 1.5% was negatively affected by an increase in the cremation rate from 27% to 28%. The average revenue for cremation services increased 0.6%. The number of funeral services increased 0.3% for the core group in comparing the third quarter of 2002 to the third quarter of 2001, and the average revenue per service for those existing locations increased 1.6% in comparing those same periods. The number of funeral services performed by the underperforming group decreased 2.7% while the average revenue per service increased 1.1% in comparing the third quarter 2002 to the third quarter of 2001. In addition to the net revenues from funeral location operations above, insurance commission revenues from preneed funeral contract sales totaled $0.4 million for the three months ended September 30, 2002, as compared to $0.9 million for the three months ended September 30, 2001, primarily due to nonrecurring commissions in the prior year period on the conversion of trust funded contracts to insurance funded contracts.

Total funeral same-store gross profit for the three months ended September 30, 2002 increased $1.7 million or 35.4% from the comparable three months of 2001. The higher gross profit is primarily due to the elimination of goodwill amortization which totaled $1.1 million during the three months ended September 30, 2001.

Funeral same-store revenues for the nine months ended September 30, 2002 decreased 0.3% when compared to the nine months ended September 30, 2001, as we experienced a decrease of 2.4% in the

number of services and an increase of 2.1% in the average revenue per service for those existing operations. The number of funeral services decreased 1.7% for the core group in comparing the nine months ended September 30, 2002 to the nine months ended September 30, 2001, while the average revenue per service for those existing locations increased 2.1% in comparing those same periods. The number of funeral services for the underperforming group decreased 4.1% while the average revenue per service increased 2.8% in comparing the nine months ended September 30, 2002 to the nine months ended September 30, 2001.

Total funeral field EBITDA for the nine months ended September 30, 2002 decreased $1.4 million or 4.1% from the comparable nine month period in the prior year, the largest factor for which was the contribution associated with businesses we sold during 2001. As a percentage of revenue, the field EBITDA margin for the nine months ended September 30, 2002 of 36.1% was relatively consistent with the prior year period.

Total funeral same-store gross profit for the nine months ended September 30, 2002 increased $5.0 million or 25.2% from the comparable nine months of 2001 primarily due to the elimination of goodwill amortization which totaled $3.3 million during the nine months ended September 30, 2001. The decrease in commission revenues is due primarily to 2001 nonrecurring commissions on the conversion of trust funded contracts to insurance funded contracts.

Cemetery Segment. The following table sets forth certain information regarding the net revenues, field EBITDA and gross profit of the Company from its cemetery operations for the three and nine months ended September 30, 2001 compared to the three and nine months ended September 30, 2002.

Three months ended September 30, 2001 compared to three months ended September 30, 2002
(dollars in thousands)

	Three months ended September 30,						Change
	2001			2002			Amount			Percent
Total same-store revenue	$	9,341		$	8,601		$	(740	)	(7.9	)%
Acquired or sold		72			—			(72	)	*

Total net revenues	$	9,413		$	8,601		$	(812	)	(8.6	)%

Field EBITDA	$	3,903		$	3,095		$	(808	)	(20.7	)%

Field EBITDA Margin		41.5	%		36.0	%		(5.5	)%	(13.3	)%
Total same-store gross profit	$	2,318		$	2,070		$	(248	)	(10.7	)%
Acquired or sold		(1	)		—			1		*

Total gross profit	$	2,317		$	2,070		$	(247	)	(10.7	)%

*: not meaningful

Nine months ended September 30, 2001 compared to nine months ended September 30,2002
(dollars in thousands)

	Nine months ended September 30,						Change
	2001			2002			Amount			Percent
Total same-store revenue	$	27,774		$	25,834		$	(1,940	)	(7.0	)%
Acquired or sold		491			—			(491	)	*

Total net revenues	$	28,265		$	25,834		$	(2,431	)	(8.6	)%

Field EBITDA	$	11,499		$	9,860		$	(1,639	)	(14.3	)%

Field EBITDA margins		40.7	%		38.2	%		(2.5	)%	(6.1	)%
Total same-store gross profit	$	6,824		$	6,149		$	(675	)	(9.9	)%
Acquired or sold		20			22			2		*

Total gross profit	$	6,844		$	6,171		$	(673	)	(9.8	)%

*: not meaningful

Cemetery same-store net revenues for the three months ended September 30, 2002 decreased $0.7 million, or 7.9%, over the three months ended September 30, 2002, and cemetery same-store gross profit decreased $0.2 million, or 10.7%, over the comparable three months of 2001. Cemetery revenues have been negatively affected by the weak economy and internal challenges in restaffing the preneed sales group. In particular, we experienced a 2.8% decrease in preneed merchandise and service deliveries, a 6.1% decrease in sales of interment and entombment sites and a 1.9% decrease in income from perpetual care trusts and finance charges which have resulted in a decline in field EBITDA. Total gross margin decreased from 24.6% for the three months ended September 30, 2001 to 24.1% for the three months ended September 30, 2002. Gross margin in the prior year included an employment termination charge of $120,000 and the current year period benefited by the lower bad debt experience.

Cemetery same-store net revenues for the nine months ended September 30, 2002 decreased $1.9 million over the nine months ended September 30, 2002, and cemetery same-store gross profit decreased $0.7 million over the comparable nine months of 2001. Total gross margin decreased slightly from 24.2% for the nine months ended September 30, 2001 to 23.9% for the nine months ended September 30, 2002.

Other. General and administrative expenses for the quarter ended September 30, 2002 increased $1.1 million as compared to the third quarter of 2001. These expenses, as a percentage of net revenues, increased from 6.6% to 10.0% because of a $0.7 million charge related to the termination of an employment agreement with a former officer and $0.5 million in professional fees incurred in connection with changes in tax accounting methods. Excluding these two unusual charges, general and administrative expenses totaled 6.7% of net revenues.

Interest expense and other financing costs for the three months ended September 30, 2002 declined slightly compared to the third quarter of 2001 primarily because average debt outstanding was less than the average debt outstanding in the same period for 2001.

Income Taxes. The following table sets forth the components of the provision (benefit) of income taxes of the Company for the three and nine months ended September 30, 2001 compared to the three and nine months ended September 30, 2002.

Three months ended September 30, 2001 compared to three months ended September 30, 2002

		Three months ended September 30, 2001					Three months ended September 30, 2002
		Amount			Percent of Pretax Income		Amount			Percent of Pretax Income
Provision for income taxes before the reduction of the deferred tax asset valuation allowance		$	136		20	%	$	325		38.5	%

Nine months ended September 30, 2001 compared to nine months ended September 30,2002

	Nine months ended September 30, 2001				Nine months ended September 30, 2002
	Amount		Percent of Pretax Income		Amount			Percent of Pretax Income
Provision for income taxes before the reduction of the deferred tax asset valuation allowance	$	1,617	20	%	$	3,607		38.5	%
Reduction of deferred tax asset valuation allowance		—	—			(12,800	)	(136.7	)%

Total provision (benefit) for income taxes	$	1,617	20	%	$	(9,193	)	(98.2	)%

The Company has a net operating loss carryforward for Federal income tax purposes. Because of the ability to use the net operating loss to offset taxable income and the timing of when revenue and expenses are recognized for tax purposes, we do not expect to pay Federal income taxes in 2002 and 2003.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents totaled $3.7 million at September 30, 2002, representing an increase of $1.0 million from December 31, 2001. It is Carriage's practice to maintain low cash balances and to apply available cash against its revolving line of credit, described below, to minimize interest expense. If the Company needs cash for working capital or investment purposes, it can always draw on the line of credit. For the nine months ended September 30, 2002, cash provided by operations was $14.3 million as compared to $21.8 million for the nine months ended September 30, 2001. The higher level of cash provided by operations in the nine months during 2001 was primarily due to $2.2 million in tax refunds received in 2001 and catch-up trust withdrawals in the 2001 period totaling $3.5 million that normally would have been withdrawn during the 2000 year. Cash used in investing activities was $6.8 million for the nine months ended September 30, 2002 compared to cash provided in the amount of $3.8 million for the first nine months of 2001, the change being primarily due to the combination of proceeds from the sale of businesses during the first nine months of 2001 in the amount of $8.4 million and use of cash for an acquisition that closed in the second quarter of 2002 and an earnout related to an acquisition in a prior year totaling $2.2 million in 2002.

The ability to generate free cash flow from operations is particularly important as this measures the cash produced by the businesses which may be used to repay indebtedness or make acquisitions. We define free cash flow from operations as cash flow provided by operations less all capital expenditures. For the nine months ended September 30, 2002, free cash flow provided by operations

was $9.4 million as compared to $17.2 million for the nine months ended September 30, 2001. Our strong free cash flow from operations is a function of consistently high levels of field EBITDA, improved working capital management, and disciplined spending and capital allocation. Free cash flow generated during the fourth quarter of the year will be dedicated to reducing debt to our goal of $150 million. Uses of free cash flow during the nine months ended September 30, 2002, include the payment of $6.3 million of remaining contingent acquisition obligations, $1.1 million on an acquisition and the reduction of our debt by $1.7 million.

The Company's debt at September 30, 2002 totaled $155.5 million and consisted of $99.3 million in senior debt notes, a $100 million revolving credit facility ($35.0 million outstanding at September 30, 2002) and $21.2 million in acquisition indebtedness and capital lease obligations. The balance sheet category "Assets Held for Sale" is net of debt totaling $1.0 million.

The $99.3 million in senior debt notes are unsecured, mature in tranches of $22.9 million in 2004, $54.1 million in 2006 and $22.3 million in 2008 and bear interest at the fixed rates of 7.73%, 7.96% and 8.06%, respectively.

The Company has a revolving credit facility with a group of banks. The credit facility, maturing in 2004, is unsecured and contains customary restrictive covenants, including a restriction on the payment of dividends on common stock, and requires that we maintain certain financial ratios. Interest under the credit facility is provided at both LIBOR and prime rate options. As of September 30, 2002, the Company's debt to total capitalization was 45.5 percent as compared to 47.8 percent at December 31, 2001. During October 2002, management voluntarily reduced the capacity of the revolving line of credit from $100 million to $75 million to reduce bank fees on a portion that is not expected to be used. With the lower capacity, the Company has $39 million available to draw under the credit facility.

We believe that cash flow from operations and borrowings under the credit facility should be sufficient to fund anticipated capital expenditures as well as other operating requirements. Because future cash flows and the availability of financing are subject to a number of variables, such as the Company's operating performance, timing of debt maturities and the number and size of acquisitions made by the Company, there can be no assurance that the Company's capital resources will be sufficient to fund its capital needs. Additional debt and equity financing may be required in the future. The availability and terms of these capital sources will depend on prevailing market conditions and interest rates and the then-existing financial condition of the Company.

ACCOUNTING CHANGES

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 addresses financial accounting and reporting for goodwill and other intangible assets acquired in a business combination at acquisition. SFAS No. 142 addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. The provisions of SFAS No. 141 apply to all business combinations initiated after June 30, 2001. The provisions also apply to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001 or later. The adoption of SFAS No. 141 by the Company had no effect on its consolidated financial statements. The provisions of SFAS No. 142 were required to be applied starting with fiscal years beginning after December 15, 2001. The Company adopted SFAS No. 142 as of the beginning of the first quarter of 2002. The effect of SFAS No. 142 on the Company is the elimination of the amortization of goodwill, which prior to 2002 was amortized over 40 years, and the testing for impairment of goodwill on an annual basis. See Note 2 to the Consolidated Financial Statements for proforma disclosure of this accounting change and the change in

the tax rate discussed in Note 4 on the reported results for 2001. The Company performed a review of goodwill as of January 1, 2002 by comparing the fair value of the Company's reporting units (funeral home businesses by region) to the carrying value of the reporting units, and no impairment was required to be reported at the implementation date of the new accounting standard.

In August 2001 the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and reporting of long-lived assets, other than goodwill, that are to be disposed by sale or otherwise, and is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company adopted SFAS No. 144 as of the beginning of the first quarter of 2002 which had no effect on the Company's financial position or results of operations.

In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145 ("SFAS No. 145"), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." Among other provisions, SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt". Accordingly, gains or losses from extinguishment of debt shall not be reported as extraordinary items unless the extinguishment qualifies as an extraordinary item under the criteria of APB No. 30. Gains and losses from extinguishment of debt that do not meet the criteria of APB. No. 30 should be reclassified to income from continuing operations in all prior periods presented. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002.

In July 2002, the FASB issued Statement of Financial Accounting Standards No. 146 ("SFAS No. 146"), "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities. This statement requires that a liability for a cost associated with and exit or disposal activity be recognized when the liability is incurred. Previous guidance, provided under Emerging Issues Task Force ("EITF") No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including certain costs incurred in a restructuring)," required an exit cost liability to be recognized at the date of an entity's commitment to an exit plan. The provisions of this statement are effective for exit or disposal activities that are initiated by a company after December 31, 2002.

SEASONALITY

The Company's business can be affected by seasonal fluctuations in the death rate. Generally, death rates are higher during the winter months.

INFLATION

Inflation has not had a significant impact on the results of operations of the Company.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

There has been no material change in the Company's position regarding quantitative and qualitative disclosures of market risk from that disclosed in the Company's 2001 Form 10-K.

Item 4. Controls and Procedures

(a): Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 90 days of the filing date of this report. Based on their evaluation, our chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures are effective.

(b): There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries are parties to a number of legal proceedings that arise from time to time in the ordinary course of business. While the outcome of these proceedings cannot be predicted with certainty, we do not expect these matters to have a material adverse effect.

We carry insurance with coverages and coverage limits that we believe to be customary in the funeral home and cemetery industries. Although there can be no assurance that such insurance will be sufficient to protect against all contingencies, we believe that our insurance protection is reasonable in view of the nature and scope of our operations.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission to Matters to A Vote of Security Holders

None.

Item 5. Other Information

Forward-Looking Statements

In addition to historical information, this Quarterly Report contains forward-looking statements made by the management of Carriage Services, Inc. (the "Company" or "Carriage"). Such statements are typically identified by terms expressing future expectations or goals. These forward-looking statements, although made in good faith, are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause such a difference include Carriage's inability to sell businesses and properties held for sale for their carrying value, to maintain or increase free cash flow from operations, or to achieve internal growth from our businesses; adverse changes in economic and financial market conditions, including declining stock prices, increasing interest rates, and restricted credit availability; lower death rates; changing consumer preferences; competition in our markets; Carriage's inability to maintain operating ratios within the limits set forth within our financing arrangements; and changes in government regulation of the death care industry. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision of these forward-looking statements. Readers should carefully review the Cautionary Statements described in this and other documents we file from time to time with the Securities and Exchange Commission, including Annual Reports on Form 10-K and Current Reports on Form 8-K filed by Carriage throughout 2002.

Cautionary Statements

The Company cautions readers that the following important factors, among others, in some cases have affected, and in the future could affect, the Company's actual consolidated results and could cause the Company's actual consolidated results in the future to differ materially from the goals and expectations expressed herein and in any other forward-looking statements made by or on behalf of the Company.

(1) Maintaining or achieving growth in free cash flow from operations depends primarily on achieving anticipated levels of earnings before depreciation, amortization and other non-cash charges, maintaining the amount of expected cash income taxes payable, controlling capital expenditures to budgeted levels, collecting accounts receivable and managing preneed sales origination costs to current or lower levels.

(2) Achieving the Company's revenue goals also is affected by the volume and prices of the products and services sold, as well as the mix of products and services sold. The annual sales targets set by the Company are believed to be achievable, but the inability of the Company to achieve planned volume or prices could cause the Company not to meet anticipated levels of revenue. In certain markets the Company expects to increase prices, but in certain markets prices could be lowered to protect market share. The ability of the Company to achieve volume or price targets at any location depends on numerous factors, including the capabilities of the local operating staff, the local economy, the local death rate, competition and changes in consumer preferences, including cremation.

(3) Revenue also is affected by the level of preneed sales in both current and prior periods. The level of preneed sales may be adversely affected by numerous factors, including deterioration in the economy, which causes individuals to have less discretionary income, changes in consumer spending preferences, as well as changes in marketing approach, commission practices and contractual terms.

(4) In addition to the factors discussed above, financial performance may be affected by other important factors, including the following:

(a): The ability of the Company to retain or attract key personnel.
(b): The amount and rate of growth in the Company's general and administrative expenses.
(c): Changes in interest rates, which can increase or decrease the amount the Company pays on borrowings with variable rates of interest.
(d): The ability of the Company to stay within the limits of the credit ratios set out in the debt covenants, such as the debt-to-capital ratio, debt-to-EBITDA ratio, and the fixed charge coverage ratio.
(e): Availability and related terms of debt and equity financing to fund operating needs.
(f): Changes in government regulation, including tax rates and their effects on corporate structure.
(g): Changes in inflation and other general economic conditions domestically, affecting financial markets (e.g. marketable security values).
(h): Unanticipated legal proceedings and unanticipated outcomes of legal proceedings.
(i): Changes in accounting policies and practices required by generally accepted accounting principles or the Securities and Exchange Commission, such as write-downs to the asset carrying values for goodwill and other long-lived assets.

The Company also cautions readers that it assumes no obligation to update or publicly release any revisions to forward-looking statements made herein or any other forward-looking statements made by, or on behalf of, the Company.

ITEM 6. Exhibits and Reports on Form 8-K

(a): Exhibits

4.1	—	Letter to Bank of America reducing capacity of revolving credit facility
10.1	—	Separation Agreement and Release for Thomas C.Livengood
10.2	—	Consulting Agreement with Thomas C. Livengood
10.3	—	Employment agreement for Joseph Saporito, III
11.1	—	Statement regarding computation of per share earnings
12	—	Computation of Ratio of Earnings to Fixed Charges

(b): Reports on Form 8-K

A report on Form 8-K was filed with the SEC on July 24, 2002 in connection with the resignation of Thomas C. Livengood and certain other matters.

A report on Form 8-K was filed with the SEC on August 14, 2002 in connection with furnishing to the SEC the certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			CARRIAGE SERVICES, INC.
November 13, 2002 Date			/s/ JOSEPH SAPORITO Joseph Saporito Senior Vice President and Chief Financial Officer (Prinicpal Financial Officer and Duly Authorized Officer)

CERTIFICATIONS

I, Melvin C. Payne, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Carriage Services Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared;
b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c): presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b): any fraud, whether material or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.: The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: November 13, 2002

/s/ MELVIN C. PAYNE

Melvin C. Payne
Chairman of the Board, President and Chief Executive Officer

I, Joseph Saporito, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Carriage Services Inc.;

2.

3.

4.

a.: designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared;
b.: evaluated the effectiveness of the registrant's disclosure controls and procedures as of date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c.: presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

a.: all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b.: any fraud, whether material or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.: The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: November 13, 2002

/s/ JOSEPH SAPORITO

Joseph Saporito
Senior Vice President and Chief Financial Officer

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Exhibit 4.1

October 25, 2002

Via OVERNIGHT DELIVERY

Bank of America, NA, as Agent
ATTN: Ms. Suzanne Paul, Senior Agency Officer
231 South LaSalle Street
Chicago, Illinois 60697

Re:: Reduction of Commitments
Carriage Services, Inc.
Houston, Texas.
$100,000,000 Credit Agreement

Ladies and Gentlemen,

Reference is made to that certain Credit Agreement dated as of June 14, 1999, as amended (the "Agreement"), by and between Carriage Services, Inc., a Delaware corporation, the Lenders named therein, and Bank of America, N.A. as Administrative Agent. Capitalized terms used herein shall have the meaning ascribed to them in the Agreement.

Pursuant to Section 2.05 of the Agreement, Borrower hereby provides notice to the Administrative Agent of its request that the aggregate amount of the Commitments be ratably reduced in the amount of $25,000,000, effective November 1, 2002. On that date, the aggregate amount of the Commitments will be $75,000,000.

Please notify each of the Lenders on our behalf and notify us of the revised Commitment of each Lender after you have completed your calculations.

Very truly yours,

/s/ W. Clark Harlow
Vice President and Treasurer

cc:: Albert L. Welch, Senior Vice President, BofA-Houston

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Exhibit 4.1

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Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release is between THOMAS C. LIVENGOOD, a resident of Harris County, Texas (the "Employee"), and CARRIAGE SERVICES, INC., a Delaware corporation (the "Company").

The Employee and the Company agree as follows:

1. The Employee's full-time employment with the Company and/or one or more of its subsidiaries (the Company, together with its subsidiaries, being hereafter collectively referred to as "Carriage") will terminate effective as of July 31, 2002 (the "Transition Date") by the voluntary resignation of the Employee. The Employee shall be entitled to receive all base compensation, benefits and accrued vacation through the Transition Date.

2. Simultaneously with the parties' execution of this Agreement, the Employee shall tender his resignation, effective as of the Transition Date, as Executive Vice President and Chief Financial Officer of, together with any and all other positions he may hold with, the Company. He shall also tender his resignation as director and officer of or any other capacity with all other Carriage entities of which he may serve in any such capacity.

3. Except as provided below, this Agreement and the exhibits hereto collectively supersede and extinguish the Executive Employment Agreement between the parties dated November 8, 1999 ("Prior Employment Agreement"), as well as any other employment agreement and/or bonus or incentive compensation plan or arrangement, if any, entered into between the Employee and Carriage. Subject to the provisions of this Agreement and the Consulting Agreement referred to in Section 4 below, Employee shall cease to be eligible to participate in any of Carriage's employee benefit plans as of the Transition Date. Without limiting the generality of the foregoing, the Employee shall thereupon cease to be eligible to participate in the Carriage Services 401(k) Plan, but the Company shall coordinate with the Employee and the plan administrator to permit the Employee to roll-over his benefits in such plan to a new plan or individual retirement account of the Employee's choice, as provided by applicable law. Section 6 of the Consulting Agreement will supersede Section 6 (Restrictive Covenant) of the Prior Employment Agreement. Notwithstanding the foregoing, this Agreement does not affect or supersede Section 5 (Covenant of Secrecy) of the Prior Employment Agreement, which will remain in full force and effect in accordance with its terms. This Agreement has no effect on the terms, provisions and conditions of any stock options previously issued to the Employee, except that solely for purposes of Employee's stock option agreements, Employee's separation shall be treated as an involuntary termination for a reason other than cause, with the result that Employee shall have a period of three months, expiring October 31, 2002, within which to exercise any such options.

4. Simultaneously with the execution and delivery of this Agreement, the Company and the Employee have executed and delivered to one another a Consulting Agreement of even date herewith, substantially in the form of Exhibit A hereto, which shall become effective as of August 1, 2002, respecting the Employee's continued status with the Company as a consultant on an independent contractor basis (the "Consulting Agreement"). The parties understand that the Consulting Agreement shall not become binding until this Agreement has become final and binding on the parties and the Company shall have received the Non-Revocation Statement referred to in Section 5 below, and in the event that the Employee revokes this Agreement pursuant to Section 16 hereof, the Consulting Agreement shall thereupon become void ab initio as if never entered into.

5. Provided the Employee does not revoke this Agreement as provided in Section 16 hereof, the Company shall pay the Employee a single-lump sum payment of $250,000.00, less applicable withholdings (the "Severance Payment"). The parties acknowledge that $50,000 of the Severance Payment represents a payment in lieu of a prorated bonus for 2002. The Severance Payment shall be paid within two business days following the Company's receipt from the Employee of a properly completed and signed Non-Revocation Statement in the form attached as Exhibit B hereto (the

"Non-Revocation Statement"). The parties understand that the Company's obligations to pay the Severance Payment, and the effectiveness of all of the other agreements of the parties described herein, shall not become effective until the Company's receipt of the properly completed and signed Non-Revocation Statement, and in the event that the Employee revokes this Agreement pursuant to Section 16 hereof, all such agreements shall thereupon become void ab initio as if never entered into.

6. Except as set forth in the last sentence of this Section 6, Employee agrees to surrender immediately to the Company, all information, papers, documents, writings, computers, computer diskettes and all copies thereof, keys, credit cards and other property of Carriage in Employee's possession or control. The information to be returned includes, without limitation, information about Carriage's business affairs, trade secrets, proprietary or confidential information, business opportunities, marketing plans, finances, business methods, business plans, accounting records, research, employees, manuals, letters, reports and similar documents. All such information, papers, documents, writings, and other property shall at all times remain the property of Carriage. The above notwithstanding, upon the Transition Date, the Employee shall be entitled to take with him his Company laptop computer, provided that it does not contain any software programs proprietary to Carriage or any confidential or proprietary data, passwords or the like stored thereon, as well as his Company-issued cellular phone.

7. (a) In consideration for the Severance Payment, and for the further consideration of the other commitments made by the Company herein and in the exhibits hereto, the Employee hereby discharges and releases Carriage and Carriage's stockholders, directors, officers, employees, agents, successors and assigns (collectively, "Released Parties") from any claim, demand, and/or cause of action whatsoever, whether vicarious, derivative, or direct, presently known or unknown, whether sounding in contract, tort or otherwise, under common law or by statute or regulation, that is based upon facts arising prior to the date hereof with respect to any matter or action related to the Employee's employment with, termination from, and/or affiliation with Carriage, or in connection with any statements made or actions taken in connection with such employment relationship or its termination, including, but not limited to, any claims under the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1964 (Title VII), as amended, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act, the Employee Retirement Security Act of 1974, the Americans With Disabilities Act of 1990, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act of 1988, the Texas Commission on Human Rights Act, the Texas Wage Payment Statute or the Texas Labor Code, all as amended and in effect on the date hereof, and all claims based on the existence of any contract; breach of any duty or covenant of good faith and fair dealing; slander; defamation; invasion of privacy; detrimental reliance; intentional or negligent infliction of emotional distress; duress; promissory estoppel; negligent misrepresentation; intentional misrepresentation or fraud; assault; battery; conspiracy; negligent hiring, retention, or supervision; any alleged act of harassment or intimidation or any other claim arising under employment-related statutes, laws, rules and regulations; provided that the Employee does not release Carriage from its obligations hereunder or in the exhibits hereto.

(b) In consideration for the releases and other commitments made by the Employee herein and in the exhibits hereto, the Company, for itself and on behalf of all Carriage entities, hereby discharges and releases the Employee and his heirs and assigns from any claim, demand, and/or cause of action whatsoever, whether vicarious, derivative, or direct, whether sounding in contract, tort or otherwise, under common law or by statute or regulation, that is based upon facts arising prior to the date hereof with respect to any matter or action related to the Employee's employment with, termination from, and/or affiliation with Carriage, or in connection with any statements made or actions taken in connection with such employment relationship or its termination; provided that the Company does not release the Employee from (i) his obligations hereunder or in the exhibits hereto, or (ii) any matters which are not actually known to the Company's Chief Executive Officer on the date of this Agreement.

8. This Agreement is not a suggestion of or an admission of any wrongdoing or liability on the part of any party. The Employee does not waive any rights or claims that may arise after the date hereof.

9. The Employee agrees and covenants not to sue or participate in any suit, charge or proceeding of any kind against Carriage or any of the other Released Parties, based upon any claim, demand, and/or cause of action whatsoever, presently known or unknown, that is based upon facts arising prior to the date hereof with respect to any matter or action related to the Employee's employment, termination from, and/or affiliation with Carriage, or in connection with any statements made or actions taken in connection with such employment relationship or its termination.

10. Employee agrees that he shall engage in no act which is intended, or may be reasonably expected, to harm the reputation, business, prospects, or operations of Carriage and its officers, directors, stockholders or employees, including but not limited to the Company's reputation and relationship with its lenders, investors, analysts and shareholders. Employee will not reveal to any to any third party any difference of opinion that may exist at any time between Employee and any member of Carriage's management.

11. In further consideration for the Severance Payment, Employee agrees to indemnify and hold harmless Carriage from and against any and all loss, cost, damage, or expense, including, without limitation, attorneys' fees incurred by Carriage or other Released Parties arising out of any breach by Employee of this Agreement. The Company agrees to indemnify and hold harmless Employee from and against any and all loss, cost, damage, or expense, including, without limitation, attorneys' fees incurred by Employee arising out of any breach by the Company of this Agreement.

12. This Agreement contains the entire agreement between the Employee and the Company and cannot be changed, modified, or amended without a written agreement signed by the Employee and the Company.

13. This Agreement is made and shall be enforced pursuant to the laws of the State of Texas.

14. Should any part of this Agreement be found to be void, that determination will not affect the remainder of the Agreement.

15. The offer made by the Company herein will expire at 12:01 a.m. on the forty-fifth day following the date of the offer made herein. The Employee may accept this offer at any time prior to the expiration by signing this Agreement.

16. This Agreement has been entered into voluntarily and not as a result of coercion, duress, or undue influence, economic or otherwise. The Employee acknowledges that he has read and fully understands the terms of this Agreement, has been advised to consult with an attorney before executing this Agreement, and the Severance Payment and other consideration and commitments paid or made by the Company hereunder are collectively in excess of that to which the Employee might otherwise be entitled to receive from the Company. The Employee represents that he has been given up to forty-five (45) days to consider the terms of the separation as described herein. Following the date of this Agreement, the Employee shall have a period of seven (7) days to revoke this Agreement by delivering to the Company, at its address shown opposite its signature below, a written notice revoking this Agreement and specifically referring to the right to do so under this Section 16. If the Employee desires not to so revoke, the Employee will deliver the Non-Revocation Notice after expiration of such seven-day period. Failure to deliver any notice within such seven-day period shall constitute a lapse of the Employee's right to revoke, but the Company's obligation to pay the Severance Payment shall nonetheless remain subject to receipt from the Employee of the signed Non-Revocation Statement. If the Employee revokes this Agreement as aforesaid, the Employee shall forfeit all rights hereunder, including any right to receive the Severance Payment. In addition, in the event of such revocation (i) the Consulting Agreement shall be rendered void ab initio as if never entered into, and (ii) the provisions of the Prior Employment Agreement (including but not limited to Section 6—Restrictive Covenant) shall thereupon be automatically reinstated.

Address: 8002 Hertfordshire Circle Spring, Texas 77379	/s/ THOMAS C. LIVENGOOD THOMAS C. LIVENGOOD
	7/18/02 Date
1900 St. James Place—4th Floor Houston, Texas 77056	CARRIAGE SERVICES, INC.
	By:	/s/ MELVIN C. PAYNE Melvin C. Payne, Chief Executive Officer
	7/18/02 Date

EXHIBIT B

NON-REVOCATION STATEMENT

I, THOMAS C. LIVENGOOD, acknowledge that at least seven (7) days has expired since the execution of the Separation Agreement and Release between me and Carriage Services, Inc., a Delaware corporation, on the 26^th day of July, 2002, and I knowingly and voluntarily elect not to revoke this Separation Agreement and Release.

EXECUTED this 26^th day of July, 2002.

/s/ THOMAS C. LIVENGOOD

THOMAS C. LIVENGOOD

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Exhibit 10.1

NON-REVOCATION STATEMENT

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Exhibit 10.2

CONSULTING AGREEMENT

THIS AGREEMENT, made effective as of the 1^st day of August, 2002, is between CARRIAGE SERVICES, INC., a Delaware corporation (the "Company"), and THOMAS C. LIVENGOOD, a resident of Harris County, Texas (the "Consultant").

W I T N E S S E T H:

WHEREAS, the Consultant has heretofore been a full-time employee of the Company and one or more of its subsidiaries (collectively, "Carriage") as Executive Vice President and Chief Financial Officer of the Company and most of its subsidiaries, pursuant to the terms of the Executive Employment Agreement dated November 8, 1999 between the Company and the Consultant (the "Prior Employment Agreement"); and

WHEREAS, pursuant to the Separation Agreement and Release dated July , 2002 (the "Separation Agreement"), the parties have mutually agreed to convert the Consultant's status from that of an employee to that of a consultant, and the Company recognizes that the Consultant's experience and knowledge gained while an employee of the Company will continue to be of great value to the Company and therefore desires to continue to retain his services, on the terms and conditions hereafter set forth;

NOW, THEREFORE, the Company and the Consultant hereby agree as follows:

1. Term. The Company hereby engages the Consultant for a term commencing on the date hereof and, subject to Section 5 hereof, ending on November 8, 2004 (the "term of this Agreement"), to consult with and advise the Company as hereinafter provided. The Consultant agrees to accept such engagement and to perform the services specified herein, all upon the terms and conditions hereinafter stated. This Agreement is expressly made subject to the Consultant not revoking the Separation Agreement, and in the event of such revocation, this Agreement shall thereupon become void ab initio, as if never entered into.

2. Duties.

(a) During the term of this Agreement, the Consultant shall serve the Company in a consultive capacity and shall report to the Board of Directors of the Company or its Chief Executive Officer. The Consultant's services hereunder shall include providing advice and consultation to the Company's management regarding the following:

(i) Financial positions and results reported to the public while Employee served as Chief Financial Officer, including issues relating to revenue recognition, expenses, assets, reserves, impairments, liabilities, stockholders' equity, cash flows and related issues; in particular, as to accounting methodologies and positions taken by the Company relating to SAB 101, Project Fresh Start and SFAS 142;

(ii) The Company's lending arrangements and relationships under its senior revolving credit facility and senior notes; and

(iii) Any other areas involving the Company and its business and operations as may be mutually identified by the parties.

(b) During the term of this Agreement, the Consultant shall render services to the Company, when requested by it, at times reasonably convenient to him, but this Section 2 does not impose on the Consultant any minimum hours required to be devoted toward rendering services nor shall this Agreement be construed so as to prevent Consultant from accepting employment with any other person. Consultant shall take reasonable precautions to ensure that this Agreement does not conflict with any terms or conditions of any new employment which he may obtain. It shall not be necessary for Consultant to render services at the Company's corporate offices or any other

Carriage location, but rather such services may be rendered at locations of Consultant's choice and may include services provided electronically, such as by phone, fax or over the Internet.

(i) The Consultant will not knowingly or intentionally do or say any act in bad faith which is designed to impair, damage or destroy the goodwill and esteem for Carriage of its suppliers, employees, patrons, customers and others who may at any time have or have had business relations with Carriage.

(ii) The Consultant will not encourage, recommend or approve the use at any time of the services of any competitor of Carriage.

(iii) The Consultant will not reveal to any third person any difference of opinion, if there be such at any time, between him and the management of the Company as to its personnel, policies or practices.

3. Compensation.

(a) Consulting Fee. As compensation for the Consultant's services hereunder, the Company shall pay to the Consultant a consulting fee of $500,000.00 in the aggregate (the "Consulting Fee"). The Consulting Fee shall be payable in thirty-six (36) equal bi-weekly installments of $13,888.89 each, in accordance with the Company's normal processing policies with respect to such payments, commencing with the first whole payroll period after the effective date of this Agreement and continuing thereafter until the Consulting Fee has been paid in full. The parties acknowledge that the Consulting Fee is estimated to be paid in full by December 2003, but this Agreement shall continue to remain in effect thereafter until expiration of the term hereof without further accrual or payment of any consulting fee or similar compensation.

(b) Expenses. The Company shall reimburse the Consultant for all reasonable out-of-pocket expenses incurred by him in rendering services hereunder, provided that the same are in accordance with the Company's expense reimbursement policy from time to time in effect and the Company has approved each and every such expense in advance and in writing.

(c) Medical Benefits Coverage. During the term of this Agreement, the Company shall cause the Consultant and his eligible dependents to be included in Carriage's group medical benefits plan from time to time in effect and extended to Carriage's employees (or another plan providing substantially the same benefits), on substantially the same terms and conditions extended by Carriage to executive employees of the Company, until such time (if prior to the expiration of the term hereof) that Consultant becomes eligible to participate in any other similar plan which might become available to Consultant and his dependents. The Consultant acknowledges that the period to elect coverage and, if elected, to obtain continuation benefits from the Company under the Consolidated Omnibus Budget Reconciliation Act (COBRA), commenced as of the "Transition Date" under the Separation Agreement and runs concurrently with benefits extended under this paragraph (c), and therefore such continuation coverage will not be available upon expiration of benefits under this paragraph (c).

4. Independent Contractor. The Consultant is retained and engaged by the Company only for the purposes and to the extent set forth herein, and the Consultant's relation to the Company shall, during the term of this Agreement, be that of an independent contractor and not that of an employee. In rendering his services hereunder, the Consultant shall not, without the prior written consent of the Company, represent that he has the right or authority to bind the Company in any respect.

5. Termination.

(a) Death or Disability. Subject to the Consultant's compliance with this Agreement and the Separation Agreement, the Consulting Fee shall be deemed fully earned upon execution of this Agreement, except as otherwise expressly provided herein, and neither the Consultant's death nor disability shall impair the Company's obligation to continue paying all remaining installments of

the Consulting Fee. In case of death or disability, such payments to the Consultant or his estate shall be made in the same manner and at the same times as they would have been paid to the Consultant had he not died or become disabled.

(b) Discharge for Cause. Prior to the end of the term of this Agreement, the Company may discharge the Consultant for Cause and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Consultant or his estate other than to pay to the Consultant or his estate in the event of his subsequent death any Consulting Fee which may have become earned through the date of termination but not yet paid in accordance with Section 3(a) hereof. For purposes of this Agreement, the Company shall have "Cause" to discharge the Consultant or terminate the Consultant's services hereunder upon (i) the Consultant's failure to cure, after reasonable notice of not less than thirty (30) days, a material breach of any of the terms of this Agreement; (ii) the Consultant's breach of the Separation Agreement; (iii) the Consultant's conviction of a felony involving moral turpitude, fraud, theft, embezzlement, assault, battery, rape or other violent act or another crime; or (iv) the Consultant having engaged in willful misconduct in the performance of his services hereunder that has a material adverse effect on the Company; provided, however, no act or failure to act shall be deemed "willful" if due primarily to an error in judgment or negligence or if made in good faith and with reasonable belief that such act is in the best interest of the Company.

(c) Discharge Without Cause. Prior to the end of the term of this Agreement, the Company may discharge the Consultant without Cause (as defined in paragraph (b) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Consultant or his estate, except that the Company shall continue to pay to the Consultant all remaining installments of the Consulting Fee under Section 3(a), and shall continue for the remainder of the term of this Agreement to provide the medical benefits coverage under Section 3(c), subject in each instance to Employee's continued compliance with Sections 6 and 7 hereof. Such payments and coverage to the Consultant or his estate shall be made in the same manner and at the same times as they would have been paid and extended to the Consultant had he not been discharged.

(d) Voluntary Resignation. The Consultant may resign at any time by giving ten business days' prior written notice to the Company. In the event of any such resignation, the Company shall be relieved of all obligations under this Agreement (including but not limited to those specified in Section 3), and the Consultant shall similarly be relieved of his covenants in Sections 2 and 6(a)(i) hereof, in each case from and after the effective date of resignation; provided, however, that the covenants in Sections 6(a)(ii) and 7 shall remain in full force and effect notwithstanding such resignation.

(e) Survival. Except as otherwise expressly set forth herein, the provisions of Sections 6 and 7 hereof survive any termination of this Agreement.

6. Restrictive Covenants.

(a) Non-Competition. The Consultant acknowledges that in the course of his employment with the Company as a member of the Company's senior executive and management team, and during the term of his consultancy hereunder, he has had and may continue to have access to confidential and proprietary business information of Carriage, and has developed and may hereafter continue to develop, through such employment and/or consultancy, valuable business systems, methods of doing business, and contacts within the death care industry, all of which have helped to identify him with the business and goodwill of Carriage. Consequently, it is important that Carriage protect its interests in regard to such matters from unfair competition. During the term of this Agreement, the Consultant agrees that he will not, directly or indirectly:

(i) become a director, officer, employee, consultant, advisor or agent of, or own beneficially or of record more than five percent (5%) of the fully diluted equity securities

(including options, warrants or other securities convertible into equity securities) of, any Conflicting Organization (as hereafter defined); or

(ii) induce or assist anyone in inducing in any way any employee of Carriage to resign or sever his or her employment or to breach an employment contract with Carriage.

The covenant under clause (i) above restricts the Consultant's activities only insofar as they relate to the operations of the Conflicting Organizations within the Continental United States, and any activities devoted to activities exclusively outside the Continental United States shall not be restricted hereby. For purposes hereof, a "Conflicting Organization" means (x) any of the firms and organizations listed on Schedule I hereto, and (y) any other firm or organization, however structured, which owns or operates a funeral home or cemetery business anywhere within a 50-mile radius of any funeral home or cemetery owned or operated by Carriage at any time during the term of this Agreement.

(b) Reformation. The foregoing covenants shall not be held invalid or unenforceable because of the scope of the territory or actions subject hereto or restricted hereby, or the period of time within which such covenants respectively are operative, but the maximum territory, the action subject to such covenants and the period of time they are enforceable are subject to any determination by a final judgment of any court which has jurisdiction over the parties and subject matter.

(c) Remedies. Both parties recognize that the services to be rendered under this Agreement by the Consultant are special, unique, and of extraordinary character, and that in the event of the breach by the Consultant of the covenants contained in this Section 6 or Section 7 below, the Company shall be entitled, if it so elects, to suspend (if applicable) any payments due under this Agreement and the Separation Agreement and/or to institute and prosecute proceedings in any court of competent jurisdiction to enforce through injunctive relief such covenants. Consultant acknowledges and agrees that there is no adequate remedy at law for his violation of such covenants and that in light of the numerous years and the scope of his responsibilities with the Company, the restrictions as to time, geographic scope and scope of activities restrained in paragraph (a) above are both reasonable and necessary to protect the goodwill and other legitimate business interests of the Company. Indeed, the Consultant acknowledges that the payments and commitments made by the Company in this Agreement and in the Separation Agreement are in significant part provided by the Company to secure the Consultant's agreement to such covenants. The Consultant agrees to waive and hereby waives any requirement for the Company to secure any bond in connection with the obtaining of such injunction or other equitable relief.

7. Confidential Information. The Consultant acknowledges that in the course of his affiliation with Carriage he has received, and in the course of his consultancy hereunder he may continue to have access to, certain trade secrets, financial data and information (including but not limited to internal financial reports, models, forecasts, spreadsheets and similar data; accounting work papers; proceedings of the Company's audit and compensation committees and its full board of directors; Carriage's accounting methodologies, functions and procedures; and related information of an accounting and financial nature), management methods, operating techniques, employee lists, training manuals and procedures, personnel evaluation procedures, and other confidential information and knowledge concerning the business of Carriage (hereinafter collectively referred to as "Information") which the Company desires to protect. The Consultant understands that the Information is confidential and he agrees not to reveal the Information to anyone outside of Carriage so long as the confidential or secret nature of the Information shall continue. The Consultant further agrees that he will at no time use any Information in competing with Carriage. Consultant represents that upon his transition from employee to Consultant hereunder, he has surrendered to the Company, and has not kept any copies of, all papers, documents, writings and other property produced by his or coming into his possession by or through his employment with Carriage or relating to the Information, which the Consultant acknowledges to be and will remain at all times remain the property of Carriage, except insofar as the Company and the Consultant have specifically identified as necessary to enable the Consultant to

render services hereunder, and upon termination of the consultancy hereunder, all remaining papers, documents, writings and other property shall similarly be surrendered to the Company, without any copies thereof retained by Consultant.

8. Notices. All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or three business days after the date mailed, postage prepaid, by certified mail, return receipt requested, or when sent by telex or telecopy and receipt is confirmed, if addressed to the respective parties as follows:

If to the Consultant:		Mr. Thomas C. Livengood 8002 Hertfordshire Circle Spring, Texas 77379
If to the Company:		Carriage Services, Inc. 1900 St. James Place, 4^th Floor Houston, Texas 77056 Attn: Chief Executive Officer

Either party hereto may designate a different address by providing written notice of such new address to the other party hereto.

9. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10. Assignment. This Agreement may not be assigned by the Consultant. Neither the Consultant nor his estate shall have any right to commute, encumber or dispose of any right to receive payments hereunder, it being agreed that such payments and the right thereto are nonassignable and nontransferable.

11. Binding Effect. Subject to the provisions of Section 10 of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Consultant's heirs and personal representatives, and the successors and assigns of the Company.

12. Captions. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13. Complete Agreement. This Agreement represents the entire agreement between the parties concerning the subject hereof and supersedes all prior agreements and arrangements between the parties concerning the subject thereof. Without limiting the generality of the foregoing, this Agreement upon the effective date hereof will supersede and replace the Prior Employment Agreement (subject to reinstatement if this Agreement is rendered void as described in Section 1 hereof), as well as any other prior agreements respecting or relating to the Consultant's employment with or compensation from Carriage, except as otherwise expressly set forth in the Separation Agreement.

14. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas.

15. Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

		CARRIAGE SERVICES, INC.
		By:	/s/ MELVIN C. PAYNE MELVIN C. PAYNE, Chief Executive Officer

		/s/ THOMAS C. LIVENGOOD THOMAS C. LIVENGOOD

SCHEDULE I
TO
CONSULTING AGREEMENT
(THOMAS C. LIVENGOOD)

Conflicting Organization

For purposes of this Agreement, the term "Conflicting Organization" specifically includes each of the following:

1. The following entities, together with all Affiliates thereof:

Service Corporation International
Alderwoods Group Inc.
Stewart Enterprises, Inc.
Keystone Group Holdings, Inc.
Meridian Mortuary Group, Inc.
Cornerstone Family Services, Inc.
Prime Succession, Inc.
Hamilton Group, Inc.
Century Group
Saber Group
Thomas Pierce & Co.

For purposes of the foregoing, an "Affiliate" of an entity is a person that directly or indirectly controls, is under the control of or is under common control with such entity.

2. Any new entity which may hereafter be established which acquires any combination of ten or more funeral homes and/or cemeteries from any of the entities described in 1. above.

3. Any funeral home, cemetery or other death care enterprise which is managed by any entity described in 1. or 2. above.

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Exhibit 10.2

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Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made effective as of the 16^th day of September, 2002, is between CARRIAGE SERVICES, INC., a Delaware corporation (the "Company"), and JOSEPH SAPORITO, III, a resident of Harris County, Texas (the "Employee").

1. Employment Term. The Company hereby employs the Employee for a term commencing effective as of September 18, 2002 and, subject to earlier termination as provided in Section 7 hereof, continuing until September 30, 2005 (such term being herein referred to as the "term of this Agreement"). The Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated.

2. Duties. The Employee shall serve the Company and shall report to, and be subject to the general direction and control of the Chief Executive Officer of the Company. The Employee shall perform the management and administrative duties of Senior Vice President and Chief Financial Officer of the Company. The Employee shall also serve as Senior Vice President and Chief Financial Officer of any subsidiary of the Company as requested by the Company, and the Employee shall perform such other duties as are from time to time assigned to him by the Chief Executive Officer as are not inconsistent with the provisions hereof.

3. Extent of Service. The Employee shall devote his full business time and attention to the business of the Company, and, except as may be specifically permitted by the Company, shall not be engaged in any other business activity during the term of this Agreement. The foregoing shall not be construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that such investments will not require services on the part of the Employee which would in any way impair the performance of his duties under this Agreement.

4. Compensation. During the term of this Agreement, the Company shall pay the Employee a salary of $18,750.00 per full calendar month of service completed, appropriately prorated for partial months at the commencement and end of the term of this Agreement. The salary set forth herein shall be payable in bi-weekly installments in accordance with the payroll policies of the Company in effect from time to time during the term of this Agreement. The Company shall have the right to deduct from any payment of all compensation to the Employee hereunder (x) any federal, state or local taxes required by law to be withheld with respect to such payments, and (y) any other amounts specifically authorized to be withheld or deducted by the Employee.

5. Benefits. (a) In addition to the base salary under Section 4, the Employee shall be entitled to participate in the following benefits during the term of this Agreement:

(i) Consideration for an annual performance-based bonus within the sole discretion of the Company, as may be recommended by the Chief Executive Officer and approved by the Compensation Committee of the Company's Board of Directors, with a maximum bonus target of 50% of base salary.

(ii) Eligibility for consideration of incentive stock options under the terms of one or more of the Company's stock option plans.

(iii): Participation in the Company's group health and hospitalization program, and inclusion in such other employee benefits, as are available generally to executive-level employees of the Company.

(b) In addition, the Company shall pay the Employee an inducement bonus at the rate of $10,625.00 per month (appropriately prorated for partial months of service), from the commencement date through December 31, 2002, payable in bi-weekly installments in accordance with the payroll policies of the Company, concurrently with base salary.

6. Certain Additional Matters. The Employee agrees that at all times during the term of this Agreement and for the two-year period specified in Section 8:

(a) The Employee will not knowingly or intentionally do or say any act or thing which will or may impair, damage or destroy the goodwill and esteem for the Company of its suppliers, employees, patrons, customers and others who may at any time have or have had business relations with the Company.

(b) The Employee will not reveal to any third person any difference of opinion, if there be such at any time, between him and the management of the Company as to its personnel, policies or practices.

7. Termination.

(a) Death. If the Employee dies during the term of this Agreement and while in the employ of the Company, this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate except that the Company shall pay the Employee's estate that portion of the Employee's base salary under Section 4 accrued through the date on which the Employee's death occurred. Such payment of base salary to the Employee's estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not died.

(b) Disability. If during the term of this Agreement, the Employee shall be prevented from performing his duties hereunder by reason of disability, and such disability shall continue for a period of six months, then the Company may terminate this Agreement at any time after the expiration of such six-month period. For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing his duties under this Agreement. In the event of a termination pursuant to this paragraph (b), the Company shall be relieved of all its obligations under this Agreement, except that the Company shall pay to the Employee (or his estate in the event of his subsequent death) the Employee's base salary under Section 4 through the date on which such termination shall have occurred, reduced during such period by the amount of any benefits received under any disability policy maintained by the Company. All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not become disabled.

(c) Discharge for Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee for Cause and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate other than to pay to the Employee (or his estate in the event of his subsequent death) that portion of the Employee's salary accrued through the date of termination. For purposes of this Agreement, the Company shall have "Cause" to discharge the Employee or terminate the Employee's employment hereunder upon (i) the Employee's commission of any felony or any other crime involving moral turpitude, (ii) the Employee's failure or refusal to perform all of his duties, obligations and agreements herein contained or imposed by law, including his fiduciary duties, to the reasonable satisfaction of the Company, (iii) the Employee's commission of acts amounting to gross negligence or willful misconduct to the material detriment of the Company, or (iv) the Employee's breach of any provision of this Agreement or uniformly applied provisions of the Company's employee handbook.

(d) Discharge Without Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall continue to pay

to the Employee (or his estate in the event of his subsequent death) the Employee's base salary under Section 4, and shall continue to include the Employee in any group health and hospitalization insurance program, for a period of 12 months following the date of discharge, or until expiration of the term of this Agreement (whichever is shorter), except as otherwise provided in paragraph (e) below. All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been discharged.

(e) Corporate Change. If there occurs a Corporate Change (as defined in the Company's 1996 Stock Option Plan), then the Employee may thereafter voluntarily resign his employment hereunder, and in such event, or in case of a discharge without Cause following a Corporate Change, in either case during the term of this Agreement, then this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death) the Employee's base salary under Section 4, and shall continue to include the Employee in any group health and hospitalization insurance program, for a period of 12 months following the date of discharge, or until expiration of the term of this Agreement (whichever is longer). All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not resigned or been discharged. No such voluntary resignation, nor any discharge hereunder, whether or not following a Corporate Change, will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder.

8. Restrictive Covenants. The Employee acknowledges that in the course of his employment with the Company as a member of the Company's senior executive and management team, he will have access to confidential and proprietary business information of the Company and its affiliates, and will develop through such employment business systems, methods of doing business, and contacts within the death care industry, all of which will help to identify him with the business and goodwill of the Company. Consequently, it is important that the Company protect its interests in regard to such matters from unfair competition. The parties therefore agree that for so long as the Employee shall remain employed by the Company and, if the employment of the Employee is terminated for any reason (including voluntary resignation), then for a period of two (2) years thereafter, the Employee shall not, directly or indirectly:

(i) alone or for his own account, or as a officer, director, shareholder, partner, member, trustee, employee, consultant, advisor, agent or any other capacity of any corporation, partnership, joint venture, trust, or other business organization or entity, encourage, support, finance, be engaged in, interested in, or concerned with (x) any of the companies and entities described on Schedule I hereto, except to the extent that any activities in connection therewith are confined exclusively outside the Continental United States, or (y) any other business within the death care industry having an office or being conducted within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company or any of its subsidiaries at the time of such termination;

(ii) induce or assist anyone in inducing in any way any employee of the Company or any of its subsidiaries to resign or sever his or her employment or to breach an employment contract with the Company or any such subsidiary; or

(iii) own, manage, advise, encourage, support, finance, operate, join, control, or participate in the ownership, management, operation, or control of or be connected in any manner with any business which is or may be in the funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto (x) as part of any of the companies or entities listed on Schedule I, or (y) otherwise within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company or any of its subsidiaries at the time of such termination.

Notwithstanding the foregoing, the above covenants shall not prohibit the passive ownership of not more than one percent (1%) of the outstanding voting securities of any entity within the death care industry. The foregoing covenants shall not be held invalid or unenforceable because of the scope of the territory or actions subject hereto or restricted hereby, or the period of time within which such covenants respectively are operative, but the maximum territory, the action subject to such covenants and the period of time they are enforceable are subject to any determination by a final judgment of any court which has jurisdiction over the parties and subject matter.

9. Confidential Information. The Employee acknowledges that in the course of his employment by the Company he will receive certain trade secrets, management methods, financial and accounting data (including but not limited to reports, studies, analyses, spreadsheets and other materials and information), operating techniques, prospective acquisitions, employee lists, training manuals and procedures, personnel evaluation procedures, and other confidential information and knowledge concerning the business of the Company and its affiliates (hereinafter collectively referred to as "Information") which the Company desires to protect. The Employee understands that the Information is confidential and he agrees not to reveal the Information to anyone outside the Company so long as the confidential or secret nature of the Information shall continue. The Employee further agrees that he will at no time use the Information in competing with the Company. Upon termination of this Agreement, the Employee shall surrender to the Company all papers, documents, writings and other property produced by his or coming into his possession by or through his employment or relating to the Information and the Employee agrees that all such materials will at all times remain the property of the Company.

10. Remedies. The parties recognize that the services to be rendered under this Agreement by the Employee are special, unique, and of extraordinary character, and that in the event of the breach by the Employee of the covenants contained in Section 8 or Section 9 hereof, the Company may suffer irreparable harm as a result. The parties therefore agree that, in the event of any breach or threatened breach of any of such covenants, the Company shall be entitled to specific performance or injunctive relief, or both, and may, in addition to and not in lieu of any claim or proceeding for damages, institute and prosecute proceedings in any court of competent jurisdiction to enforce through injunctive relief such covenants. In addition, the Company may, if it so elects, suspend (if applicable) any payments due under this Agreement pending any such breach and offset against any future payments the amount of the Company's damages arising from any such breach. The Employee agrees to waive and hereby waives any requirement for the Company to secure any bond in connection with the obtaining of such injunction or other equitable relief.

11. Notices. All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or three business days after the date mailed, postage prepaid, by certified mail, return receipt requested, or when sent by telex or telecopy and receipt is confirmed, if addressed to the respective parties as follows:

If to the Employee:		Mr. Joseph Saporito, III 1901 Post Oak Park Dr. No. 2402 Houston, Texas 77027
If to the Company:		Carriage Services, Inc. 1900 St. James Place, 4^th Floor Houston, Texas 77056 Attn: Chief Executive Officer

Either party hereto may designate a different address by providing written notice of such new address to the other party hereto.

12. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

13. Assignment. This Agreement may not be assigned by the Employee. Neither the Employee nor his estate shall have any right to commute, encumber or dispose of any right to receive payments hereunder, it being agreed that such payments and the right thereto are nonassignable and nontransferable.

14. Binding Effect. Subject to the provisions of Section 13 of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Employee's heirs and personal representatives, and the successors and assigns of the Company.

15. Captions. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16. Complete Agreement. This Agreement represents the entire agreement between the parties concerning the subject hereof and supersedes all prior agreements and arrangements between the parties concerning the subject thereof.

17. Governing Law. A substantial portion of the Employee's duties under this Agreement shall be performed at the Company's corporate headquarters in Houston, Texas, and this Agreement has been substantially negotiated and is being executed and delivered in the State of Texas. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas.

18. Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

		CARRIAGE SERVICES, INC.
		By:	/s/ MELVIN C. PAYNE MELVIN C. PAYNE, Chief Executive Officer
		/s/ JOSEPH SAPORITO, III JOSEPH SAPORITO, III

SCHEDULE I
TO
EMPLOYMENT AGREEMENT
(JOSEPH SAPORITO, III)

1. The following entities, together with all Affiliates thereof:

Service Corporation International
Alderwoods Group, Inc.
Stewart Enterprises, Inc.
Keystone Group Holdings, Inc.
Meridian Mortuary Group, Inc.
Cornerstone Family Services, Inc.
Prime Succession, Inc.
Hamilton Group, Inc.
Century Group
Saber Group
Thomas Pierce & Co.

For purposes of the foregoing, an "Affiliate" of an entity is a person that directly or indirectly controls, is under the control of or is under common control with such entity.

2. Any new entity which may hereafter be established which acquires any combination of ten or more funeral homes and/or cemeteries from any of the entities described in 1 above.

3. Any funeral home, cemetery or other death care enterprise which is managed by any entity described in 1 or 2 above.

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Exhibit 10.3

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EXHIBIT 11.1

CARRIAGE SERVICES, INC.

COMPUTATION OF PER SHARE EARNINGS

(unaudited and in thousands, except per share data)

Earnings per share for the three and nine month periods ended September 30, 2001 and 2002 is calculated based on the weighted average number of common and common equivalent shares outstanding during the period as prescribed by SFAS 128. The following table sets forth the computation of the basic and diluted earnings per share for the three and nine month periods ended September 30, 2001 and 2002:

		Three months ended September 30,				Nine months ended September 30,
		2001		2002		2001		2002
Net income		$	543	$	520	$	6,466	$	18,557
Preferred stock dividends			3		—		35		—

Net income available to common stockholders for basic EPS computation			540		520		6,431		18,557
Effect of dilutive securities			3		—		35		—

Net income available to common stockholders for diluted EPS computation		$	543	$	520	$	6,466	$	18,557

Weighted average number of common shares outstanding for basic EPS computation			16,699		16,978		16,600		16,940
Effect of dilutive securities:
	Stock options		1,125		389		833		499
	Assumed conversion of preferred stock		27		—		215		—

Weighted average number of common and common equivalent shares outstanding for diluted EPS computation			17,851		17,367		17,648		17,439

Basic earnings per common share		$	.03	$	.03	$	.39	$	1.10

Diluted earnings per common share		$	.03	$	.03	$	.37	$	1.06

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EXHIBIT 11.1

CARRIAGE SERVICES, INC. COMPUTATION OF PER SHARE EARNINGS (unaudited and in thousands, except per share data)

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EXHIBIT 12

CARRIAGE SERVICES, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(unaudited and in thousands)

		1997		1998		1999		2000*			2001		Nine Months ended September 30, 2002
Fixed charges:
	Interest expense	$	5,889	$	9,720	$	17,358	$	20,705		$	19,585	$	13,903
	Amortization of capitalized expenses related to debt		200		150		242		1,026			759		570
	Interest component of rental expense		629		720		876		1,606			1,516		1,149

Total fixed charges before capitalized interest and preferred stock dividends			6,718		10,590		18,476		23,337			21,860		15,662
Capitalized interest			450		600		686		770			298		135

	Total fixed charges		7,168		11,190		19,162		24,107			22,158		15,797
Preferred stock dividends			1,627		1,082		167		88			46		—

	Total fixed charges plus preferred dividends		8,795		12,272		19,329		24,195			22,204		15,797

Earnings (loss) available for fixed charges:
Earnings (loss) before income taxes, extraordinary item and cumulative effect of change in accounting principle			8,217		17,023		19,361		(101,035	)		11,253		9,364
Add fixed charges before capitalized interest and preferred stock dividends			6,718		10,590		18,476		23,337			21,860		15,797

Total earnings (loss) available for fixed charges		$	14,935	$	27,613	$	37,837	$	(77,698	)	$	33,113	$	25,161

Ratio of earnings (loss) to fixed charges(1)			2.08		2.47		1.97		(3.22	)		1.49		1.59

Ratio of earnings (loss) to fixed charges plus dividends(1)			1.70		2.25		1.96		(3.21	)		1.49		1.59

(1): For purposes of computing the ratios of earnings to fixed charges and earnings to fixed charges plus dividends: (i) earnings consist of income before provision for income taxes plus fixed charges (excluding capitalized interest) and (ii) "fixed charges" consist of interest expensed and capitalized, amortization of debt discount and expense relating to indebtedness and the portion of rental expense representative of the interest factor attributable to leases for rental property. There were no dividends paid or accrued on the Company's Common Stock during the periods presented above.
*: Earnings were inadequate to cover fixed charges and to cover fixed charges plus preferred stock dividends by $101,805,000 and $101,893,000, respectively, for 2000.

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EXHIBIT 12

CARRIAGE SERVICES, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (unaudited and in thousands)