SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2021
Carriage Services, Inc.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction|
| (IRS Employer|
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of each exchange on which registered|
|Common Stock, par value $.01 per share||CSV||New York Stock Exchange|
ITEM 7.01 REGULATION FD DISCLOSURE.
On January 12, 2021, Carriage Services, Inc. (the “Company”) issued a press release announcing that the Company will present at the Virtual Sidoti Winter 2021 Investor Conference on January 13, 2021. A copy of the press release and slide presentation are furnished herewith as exhibits and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the press release and presentation furnished as exhibits hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
|The following exhibits are furnished with this report:|
Slide presentation of Carriage Services, Inc. at the Virtual Sidoti Winter 2021 Investor Conference on January 13, 2021.
|99.2||Press Release dated January 12, 2021. |
Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|CARRIAGE SERVICES, INC.|
|Dated: January 12, 2021||By:|
/s/ Viki K. Blinderman
|Viki K. Blinderman|
|Senior Vice President, Chief Accounting Officer and Secretary |
|(Principal Financial Officer)|
INDEX TO EXHIBITS
Investor Presentation January 2021 Honesty | Integrity | Quality in All That We Do
2 Cautionary Statement on Forward Looking Statements and Disclosure of Non-GAAP Performance Measures Certain statements made herein or elsewhere by, or on behalf of, the Company that are not historical facts are intended to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on assumptions that the Company believes are reasonable; however, many important factors, as discussed under “Risk Factors” and “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Reports on Form 10-Q could cause the Company’s results in the future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by, or on behalf of, the Company. Forward-looking statements contained herein regarding acquisitions include assumptions about the pricing, timing, terms and conditions of such acquisitions, our ability to close such acquisitions, and the anticipated benefits, impacts and synergies of the acquisitions. We can provide no assurances that our growth strategy will be successfully implemented. In particular, we can provide no assurances that we will find additional attractive acquisition targets in the future, that we will succeed in negotiating the terms and conditions reflected in the model, or that we will execute any acquisitions during the next five years. Forward- looking statements contained herein regarding the performance of our acquisition and same store businesses include assumptions related to future revenue growth. We can provide no assurances that our acquisition and same store businesses will generate the revenue growth set forth herein, or any revenue growth at all. The Company 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. This presentation uses Non-GAAP financial measures to present the financial performance of the Company. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported operating results or cash flow from operations or any other measure of performance as determined in accordance with GAAP. We believe the Non-GAAP results are useful to investors because such results help investors compare our results to previous periods and provide insights into underlying trends in our business. In addition, the Company’s presentation of these measures may not be comparable to similarly titled measures of other companies. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the most current press release and on our Investor Relations page of the website of the non-GAAP financial measures to the most directly comparable GAAP financial measures. A copy of the Company’s Annual Report, Form 10-K ended December 31, 2019, and other Carriage Services information and news releases, are available at www.carriageservices.com
3 Carriage Services: Investment Highlights Higher Long Term Organic Growth Rates at Sustainably Higher Field EBITDA Margins Lower Cost of Capital and Improved Return on Invested Capital post Senior Note Refinancing June 2021 Rapidly Improving Credit and Debt Leverage Profile driven by Growing Free Cash Flow Accelerating Shareholder Value Creation Financial Dynamics with Increased Size and Scale Attractive Entry Valuation for Long Term Shareholders Improved Consolidation Landscape in Highly Fragmented Industry Disruptive Business Model – Industry Leading Operating and Financial Results
4 Carriage 3 Year ‘Roughly Right’ Scenario 3 Year- Midpoint Estimated CAGR: + 13% Adjusted Diluted EPSAdjusted Consolidated EBITDA 3 Year- Midpoint Estimated CAGR: + 27% $20 $50 $80 $110 $140 2017 2018 2019 Est. 2020 Est. 2021 Est. 2022 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 2017 2018 2019 Est. 2020 Est. 2021 Est. 2022 Performance Outlook Scenario Actual 2019 Post-COVID 2020 2021 2022 Three-Year Midpoint CAGR(Updated Oct 2020) Total Revenue $274.1 $318-$322 $322-$330 $330-$340 7.0% Total Field EBITDA $109.8 $133-$137 $140-$146 $146-$150 10.5% Total Field EBITDA Margin 40.0% 42%-42.5% 43% - 44% 43.5% - 44.5% 3.2% Adjusted Consolidated EBITDA $76.6 $100 - $104 $104 - $108 $108 - $112 13.0% Adjusted Consolidated EBITDA Margin 27.9% 31% - 32% 32% - 33% 32% - 33% 5.2% Adjusted Diluted EPS $1.25 $1.80 - $1.85 $2.15 - $2.25 $2.48 - $2.60 27.0% Adjusted Free Cash Flow $37.4 $60 - $63 $63 - $66 $68 - $72 23.2% Adjusted Free Cash Flow Margin 13.6% 19.0% - 19.5% 19.2% - 20.% 20.4% - 20.8% 14.8% Total Debt Outstanding $502.9 $460 – $465 $400 -$ 410 $330 - $340 -16.7% Total Debt to EBITDA Multiple 6.6 4.4 – 4.6 3.7 – 3.8 2.8 – 3.0
5 $1.90 $1.25 $0.79 $2.60 $1.83 $1.07 $2.57 $2.20 $1.22 $2.50 $2.54 $1.29 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 Service Copration (NYSE: SCI) Carriage Services (NYSE: CSV) Park Lawn (TSX: PLC) 3 Year EPS Growth 2019 2020 2021 2022 29.8% 24.1% 32.5% 0% 5% 10% 15% 20% 25% 30% 35% SCI PLC CSV Carriage is the Fastest Growing With Highest Margin Consolidated EBITDA Margin* Trading at Lowest Valuation Carriage vs. Public Deathcare Companies * Valuation figures are based on 2021 Carriage & Analyst estimates 12.2 19.7 4.4 11.7 23.6 5.1 9.5 15.3 10.8 0 5 10 15 20 25 30 EV/EBITDA* Price to EPS (P/E)* FCF Yield (%)* SCI PLC CSV ( In CAD)
6 Capital Structure Leverage • Senior Notes callable @ $104.969 in June 2021 potential for significant interest cost savings/ ~$8 - $10 million based on current trading levels • Ability to rapidly reduce leverage through growing & recurring Free Cash Flow • Leverage below 4.0x by Q2 2021 leads to greater financial flexibility to pursue value creation capital allocation • Lower Cost of Capital leads to higher Return on Invested Capital • Revenues increase at a faster rate than Fixed Regional & Corporate Overhead costs. • Variable Overhead & primarily incentive compensation will increase relative to higher operating & financial performance. Overhead Leverage Operating Leverage Consolidated Platform Leverage • Acquired Field EBITDA from acquisitions will substantially add to Adjusted Consolidated EBITDA & Adjusted Free Cash Flow & will be highly accretive to EPS. • Adjusted Free Cash Flow after fixed interest & maintenance capital expenditures will grow at a faster rate than revenues; a financial benefit that will accrue directly to shareholders. • Modest growth in same store revenues accompanied with modest growth in Field EBITDA Margins generates higher growth in Same Store Field EBITDA. • Increasing death rates due to an aging generation of “baby boomers,” along with the execution of our Standards Operating Model increases same store volume & revenue & generates higher compounding growth rates of Field EBITDA. Valuation Creation Financial Dynamics Leverage mid-single digit Revenue Growth in Higher Growth Rates in Adjusted Consolidated EBITDA and even Higher Growth Rates in EPS and Free Cash Flow Accelerating Shareholder Value Creation Financial Dynamics with Increased Size and Scale post Four Strategic Acquisitions made in Q4 2019
7 Good To Great II Shareholder Value Creation Incentive Plan 17.26 20.71 24.85 29.82 35.78 22.47 28.09 35.11 43.88 24.30 31.59 41.07 53.39 26.21 35.38 47.76 64.48 14.38 20.13 28.18 39.46 55.24 77.34 $10 $15 $20 $25 $30 $35 $40 $45 $50 $55 $60 $65 $70 $75 $80 May 15, 2020 2020 2021 2022 2023 2024 20% 25% 30% 35% 40% Carriage Leadership aligned for High Performance and Long-Term Shareholder Value Creation • Equity Long Term Incentive Program for 49 senior leaders of Carriage • Incentive awards based on compound annual growth rate (CAGR) of Carriage stock price over 5 years
8 For a deeper insight into the evolution of our High-Performance Culture, our unique and disruptive Standards Operating Model and our Vision for Accelerated Shareholder Value Creation over the next Five Years we highly encourage prospective investors to review and study the information found on the Investors section of our website: 1. Carriage Announces Record Third Quarter Results, October 27, 2020 https://investors.carriageservices.com/node/19706/pdf 2. Carriage Announces Record Second Quarter Results, July 28, 2020 https://investors.carriageservices.com/node/19561/pdf 3. Carriage Announces First Quarter and April 2020; Updated 2020 and Confirm 2021/2022 Outlook; Dividend Increase; and New Five Year Good To Great Shareholder Value Creation Incentive Plan, May 19, 2020 https://investors.carriageservices.com/node/19361/pdf 4. Carriage Services Announces 2019 Annual Results and Introduces Three Year Roughly Right Scenario February 29, 2020 https://investors.carriageservices.com/node/19066/pdf 5. Carriage Announces Acquisition of Fairfax Memorial Park and Funeral Home December 2, 2019 https://investors.carriageservices.com/node/18861/pdf 6. Mel Payne’s Annual Letters to Shareholders 2016 – 2019 https://investors.carriageservices.com/sec-filings-annual- reports-proxy-investor-materials 7. Five Year Annual and Five Quarter Operating and Financial Trend Report https://investors.carriageservices.com/financials Carriage Services Investor Materials
713-332-8400 InvestorRelations@CarriageServices.com 3040 Post Oak Blvd. Suite 300 Houston, TX 77056 www.CarriageServices.com Honesty | Integrity | Quality in All That We Do
Carriage Services to Present Virtually and Host 1x1 Investor Meetings at the Virtual Sidoti Winter 2021 Investor Conference on January 13th
HOUSTON - Jan. 12, 2021 (GLOBE NEWSWIRE) - Carriage Services, Inc. (NYSE: CSV) today announced they are participating in the Virtual Sidoti Winter 2021 Investor Conference on January 13, 2021. Carriage Services has also released a new presentation which can be accessed through the Sidoti conference portal for registered participants and in the investor relations section of the Company's website: www.carriageservices.com.
Carriage Services is a leading provider of funeral and cemetery services and merchandise in the United States. Carriage operates 178 funeral homes in 26 states and 32 cemeteries in 12 states.
For more information, please contact Viki Blinderman at 713-332-8568 or Ben Brink at 713-332-8441 or email
Source: Carriage Services, Inc.