csv-20211029
0001016281False00010162812021-10-292021-10-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2021 (October 27, 2021)
Carriage Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-1196176-0423828
   (State or other jurisdiction
   of incorporation)
   (Commission
   File Number)
   (IRS Employer
   Identification No.)
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)

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

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $.01 per shareCSVNew York Stock Exchange

Indicate by check mark whether the registrant 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.



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
In the press release dated October 27, 2021, Carriage Services, Inc. (the “Company”) announced and commented on its financial results for its quarter ended September 30, 2021. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated by this reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The Company’s press release dated October 27, 2021, contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

ITEM 8.01 OTHER EVENTS.
On October 27, 2021, the Company’s Board of Directors (the “Board”) authorized an increase in the Company’s share repurchase program to permit the Company to purchase up to an additional $75 million of its outstanding common shares. Prior to the Board’s approval of the increase, as of September 30, 2021, the Company had approximately $10 million authorization remaining under the original repurchase program. Accordingly, as of October 27, 2021, the Company had approximately $85 million of share repurchase authorization remaining under the revised repurchase program, subject to restrictions in its credit agreement. The Company may repurchase shares from time to time in the open market or in other privately negotiated transactions, subject to market conditions and applicable Securities and Exchange Commission rules. There is no specified expiration date for the Company’s repurchase program.
In addition, on October 27, 2021, the Board also (a) approved a $0.05 per share increase to the Company’s regular cash dividend to $0.45 per share of common stock on an annualized basis ($0.1125 per share of common stock on a quarterly basis), and (b) declared a quarterly cash dividend of $0.1125 per share of outstanding common stock payable on December 1, 2021 to stockholders of record as of the close of business on November 9, 2021.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
    The following are furnished as part of this Current Report on Form 8-K:
        
Exhibit   Description
99.1   Press Release of Carriage Services, Inc. dated October 27, 2021
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CARRIAGE SERVICES, INC.
Dated: October 29, 2021By:/s/ Steven D. Metzger
Steven D. Metzger
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary



INDEX TO EXHIBITS
Exhibit   Description
99.1   
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

Document



https://cdn.kscope.io/6d6068aae8eaf35a29b270fc195704f3-csvlogoa09a.jpg
Carriage Services Announces Record Third Quarter and Nine Month Results:

Conference call on Thursday, October 28, 2021, at 9:30 a.m. Central Time
Record Third Quarter Revenue of $95.0 million and Adjusted Diluted EPS of $0.82;
Increase in Rolling Four Quarter, 2021 and 2022 Roughly Right Range Outlooks;
Invested $53.2 million to repurchase 1,203,493 shares ($44.24 per share) since second quarter release;
Invested $65.5 million to repurchase 1,528,197 shares ($42.89 per share) since May 13th (8.5% of outs.);
Increase of $10 per share in Intrinsic Value Roughly Right Range to $65 to $75 Per Share;
Increase of $75 million in Approved Stock Repurchase Program to $85 million after YTD repurchases;
Dividend increase of 5 cents per share to total 45 cents per share annually; and
Declaration of Quarterly Cash Dividend reflecting recent increase.
Houston, October 27, 2021 (GLOBE NEWSWIRE) – Carriage Services, Inc. (NYSE: CSV): Mel Payne, Chairman and CEO, stated, “Our third quarter pre-COVID performance has historically been our lowest seasonal performance quarter because of low seasonal death rates related to warm weather prior to the flu season, as well as our 75% funeral/25% cemetery portfolio revenue mix. Yet our third quarter 2021 performance with Total Revenue of $95.0 million, Field EBITDA of $44.7 million (Field EBITDA Margin of 47.0%), Adjusted Consolidated EBITDA of $32.4 million (Adjusted Consolidated EBITDA Margin of 34.1%), Adjusted Diluted EPS of $0.82, and Adjusted Free Cash Flow of $25.9 million (Adjusted Free Cash Flow Margin of 27.3%), was the second highest in our thirty year history, almost equaling the historically highest performance metrics of this year’s first quarter during the peak spike in COVID deaths (first quarter Adjusted Diluted EPS was $0.81 but after proforma lower interest costs from our bond refinancing on May 13 was $0.90). All five of our field reporting segments executed at an extremely high level during the quarter with revenue and margin growth accelerating with strong momentum throughout each month to a spectacularly strong September, indicating a likely strong finish to the year in the fourth quarter.
Just as we stated in our second quarter release dated July 27 in the section titled “Capital Allocation Framework,” we have since allocated $53.2 million to aggressively repurchase 1,203,493 of our shares at an average price of $44.24, a discount of 19.6% to the $55 per share bottom price of our opinion of the Roughly Right Range of Intrinsic Value Per Share on July 27. Based on the continuing high organic growth rate of all of our performance valuation metrics, as more fully described below, we are raising our opinion of Carriage’s Intrinsic Value Per Share by $10 per share to a Roughly Right Range of $65 to $75 per share. Since we restarted our Share Repurchase Program in the second quarter after our bond refinancing on May 13, we have repurchased 1,528,197 of our shares (8.5% of Total Outstanding) from “Mr. Market Rodney Dangerfield” for approximately $65.5 million or an average price of $42.89, a discount of 34.0% from the bottom price of $65 per share of our updated and increased Intrinsic Value Per Share Range.
We have entered a “Per Ownership Share Value Creation Sweet Spot” dynamic with accelerating high operating and financial performance and an “actually outstanding” share count that is rapidly shrinking while our leverage profile is currently at 3.98 times and close to our upper sustainable policy limit of 4 times. I
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calculate a Non-GAAP share count equal to the actual number of shares outstanding of 16.65 million at September 30, 2021 after our YTD repurchases of 1,528,197, plus “in the money vested options” of 235,000, but not including 511,614 shares “in the money and price vested” under our Five Year Good To Great II Shareholder Value Creation Incentive Plan which are conditionally delivered in early 2025 to plan participants under a requirement that they are still employed at the end of 2024. My Non-GAAP proforma share count using this methodology becomes 16.885 million as of September 30, 2021, whereas our Adjusted Diluted share count for reporting purposes under GAAP at September 30, 2021 equals 18.246 million or 8.1% higher than my proforma share count.
As the largest individual shareholder and a self-taught professional investor, I care much more about my proforma share count number as the “current shareholder ownership reality” than the sometimes confusing GAAP methodology for diluted shares outstanding. It can actually be misleading in the short term when a company like Carriage has such a rapidly increasing earnings and Free Cash Flow profile in combination with a rapidly shrinking share count, yet the GAAP rule for diluted shares outstanding is a rolling multi-quarter average and also surprisingly includes price vested incentive shares that require 49 leader participants to still be employed at least in their current roles another 3¼ years to the end of 2024. For example, since the one time only Five Year Good To Great II Shareholder Value Creation Incentive Plan was approved on May 16, 2020 after our shares had plummeted to $14.38 per share during the COVID market crash, five senior participants have left the company who otherwise had they stayed would be currently price vested to receive 129,899 shares in early 2025 (25.4% of current total of 511,614), but received none upon their departure.
The GAAP share count rules based methodology would seem much more appropriate for public enterprises that can’t, except in rare cases, execute a radical High Performance Transformation within a two year timeframe as Carriage has successfully done in 2020 and continues to do in 2021, especially since May 13 on a per share basis. When we proforma Adjusted Diluted EPS for my proforma share count at September 30, 2021 and lower interest costs prior to our refinancing on May 13, the combined proforma impact of lower interest costs and fewer outstanding shares increases our reported Adjusted Diluted EPS from $0.82 to $0.89 in the third quarter of 2021, from $2.27 to $2.64 for the first nine months of 2021, and from $2.84 to $3.36 for the trailing twelve months ending September 30, 2021.
Our initial Roughly Right Range of Intrinsic Value Per Share on May 13 was $50 to $60 per share using our preferred valuation methodology of Free Cash Flow Equity Yield. The Intrinsic Value Per Share Range was raised by $5 per share in our second quarter release on July 27 and now $10 per share in this third quarter release, so in only 5½ months the midpoint of our opinion of Intrinsic Value Per Share Range has increased from $55 per share to $70 per share, an increase of $15 per share or 27.3%. Using our Proforma(1) Adjusted FCF of $81.2 million over the most recent twelve months performance period and our cost of capital of 6.4% as a FCF discount factor along with my Proforma Share Count at September 30 of 16.885 million, the Intrinsic Value Per Share based on FCF Equity Yield equals $75.14 per share, just above the $75 per share top price of our new Intrinsic Value Per Share Range. Since our current share price of $44.23 is 32.0% below the $65 per share bottom price of our new Roughly Right Range of Intrinsic Value, we will continue to place a high capital allocation priority on share repurchases during the fourth quarter while maintaining a moderate leverage position of about 4 times Total Debt to EBITDA.

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During the third quarter, we began to process and qualify a much higher level of acquisition activity, some of which we expect to meet the highly selective Strategic Criteria of our Strategic Acquisition Model as well as our updated high ROIC Standards relative to other capital allocation options. We expect the pace of growth by acquisition to pick up in 2022 and beyond compared to 2020 and 2021 when the COVID Pandemic challenged many independent owners not part of a company like Carriage with all of its best in class support services. The COVID Pandemic challenges together with the potential for a large tax increase in capital gains taxes have produced two compelling motivations for independent business owners to consider a succession plan solution sooner rather than later.
On May 13 we began stating publicly our opinion of Intrinsic Value Per Share within a Roughly Right Range of $10 per share between the bottom price and top price of the range, a valuation concept that commits our Senior Leadership Teams and Board of Directors (the “Board”) to execute our Capital Allocation Program with savviness, flexibility, discipline, patience and wisdom in order to optimize the Intrinsic Value Per Share over time, especially over longer timeframes of five to ten years. We believe “Mr. Market Tom Brady” will sooner rather than later recognize the many value creation strengths of our Operating and Consolidation Platform and over time our market price will align with our opinion of intrinsic value per share and produce long-term market beating compounded shareholder returns.
Just as we have done in each of our quarterly earnings releases over the last two years of Carriage’s HIGH PERFORMANCE TRANSFORMATION, the balance of this release will be a continuing journey of understanding our past, present and future performance told through “highly transparent” high performance data sequentially shown on the following pages as follows,” concluded Mr. Payne.
Third Quarter and First Nine Months Comparative Performance Highlights;
Five Quarter Trend Report Ending September 30, 2021;
Same Store Funeral Revenue Monthly Trends and Drivers Six Months Ending September 2021;
Third Quarter and First Nine Months 2021 versus 2020 Overhead / Incentive Compensation Comparison;
Update on Strategic Acquisition Activity and Outlook for Acquisition Growth;
Updated and Increased Rolling Four Quarter Outlook Ending September 30, 2022 and Two Year Scenario 2021/2022;
Updated and Increased Intrinsic Value Per Share Range and Capital Allocation Strategy and Priorities;
Free Cash Flow and Leverage Update; and
Third Quarter and First Nine Month Trust Performance/Impact on Reported Financial Segment.



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THIRD QUARTER 2021 COMPARATIVE PERFORMANCE HIGHLIGHTS
GAAP Funeral Operating Income of $22.9 million, an increase of $8.9 million or 64.0%;
GAAP Cemetery Operating Income of $9.5 million, an increase of $0.5 million or 5.4%;
GAAP Net Income of $13.0 million, an increase of $7.5 million equal to 136.1%;
GAAP Net Income Margin of 13.7%, an increase of 720 basis points; and
GAAP Diluted EPS of $0.71, an increase of $0.40 per share equal to 129.0%.

Total Revenue of $95.0 million, an increase of $10.6 million or 12.6%;
Same Store Funeral Contracts of 10,664, an increase of 1,222 or 12.9%;
Same Store Funeral Revenue of $55.5 million, an increase of $7.6 million or 16.0%;
Same Store Funeral EBITDA of $25.0 million, an increase of $5.1 million or 25.4%;
Same Store Funeral EBITDA Margin of 45.0%, an increase of 340 basis points;
Acquisition Funeral Revenue of $9.4 million, an increase of $1.1 million or 14.0%;
Acquisition Funeral EBITDA of $4.0 million, an increase of $1.0 million or 35.1%;
Acquisition Funeral EBITDA Margin of 42.5%, an increase of 660 basis points;
Acquisition Cemetery Revenue of $6.4 million, an increase of $1.1 million or 21.9%;
Acquisition Cemetery Field EBITDA of $3.5 million, an increase of $1.2 million or 51.9%;
Acquisition Cemetery Field EBITDA Margin of 55.8%, an increase of 1,110 basis points;
Total Field EBITDA of $44.7 million, an increase of $7.3 million or 19.7%;
Total Field EBITDA Margin of 47.0%, an increase of 280 basis points;
Adjusted Consolidated EBITDA of $32.4 million, an increase of $4.7 million or 17.1%;
Adjusted Consolidated EBITDA Margin of 34.1%, an increase of 130 basis points;
Adjusted Diluted EPS of $0.82, an increase of $0.31 per share equal to 60.8%;
Adjusted Proforma(1) Diluted EPS of $0.89, an increase of $0.38 per share equal to 74.5%;
Adjusted Free Cash Flow of $25.9 million, a decrease of $1.7 million or 6.1%; and
Adjusted Free Cash Flow Margin of 27.3%, a decrease of 540 basis points.

Carlos Quezada, Executive Vice President and Chief Operating Officer stated, “As Mel had previously discussed in our first and second quarter earnings releases, and Steve Metzger will cover in detail later in this release, the increases in our record consolidated performance metrics, i.e. Adjusted Consolidated EBITDA/Margin, Adjusted and Proforma EPS, and Adjusted and Proforma Free Cash Flow/Margin in the third quarter and first nine months of 2021 compared to 2020 would have been even higher if not for the under accruals of primarily field incentive compensation in the first nine months of 2020 amidst the portfolio performance uncertainty of the early and middle phases of the COVID-19 Pandemic. Contrary to last year, we are fully accrued this year, as corporate and field incentive compensation in the third quarter of 2021 was $1.0 million or about 4 cents per share higher than third quarter last year (using Adjusted Proforma shares of 16.885 million) and $5.7 million or about 25 cents per share higher in the first nine months of 2021 versus last year, which is more fully explained in our overhead section on Pages 10 and 11 of this release.




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FIRST NINE MONTHS 2021 COMPARATIVE PERFORMANCE HIGHLIGHTS
GAAP Funeral Operating Income of $65.4 million, an increase of $27.2 million or 71.4%;
GAAP Cemetery Operating Income of $30.5 million, an increase of $12.0 million or 65.2%;
GAAP Net Income of $19.8 million, an increase of $12.1 million equal to 156.5%;
GAAP Net Income Margin of 7.1%, an increase of 390 basis points; and
GAAP Diluted EPS of $1.08, an increase of $0.65 per share equal to 151.2%.

Total Revenue of $280.0 million, an increase of $40.6 million or 17.0%;
Total Same Store Funeral Contracts of 30,793, an increase of 3,190 or 11.6%;
Same Store Funeral Revenue of $159.7 million, an increase of $20.6 million or 14.8%;
Same Store Funeral Field EBITDA of $69.5 million, an increase of $12.8 million or 22.5%;
Same Store Funeral Field EBITDA Margin of 43.5%, an increase of 280 basis points;
Acquisition Funeral Revenue of $28.0 million, an increase of $1.9 million or 7.4%;
Acquisition Funeral Field EBITDA of $11.7 million, an increase of $1.8 million or 17.7%;
Acquisition Funeral Field EBITDA Margin of 41.7%, an increase of 360 basis points;
Same Store Cemetery Revenue of $47.9 million, an increase of $10.9 million or 29.6%;
Same Store Cemetery Field EBITDA of $20.1 million, an increase of $7.1 million or 54.4%;
Same Store Cemetery Field EBITDA Margin of 41.9%, an increase of 670 basis points;
Acquisition Cemetery Revenue of $21.5 million, an increase of $9.4 million or 78.2%;
Acquisition Cemetery Field EBITDA of $12.4 million, an increase of $7.8 million or 169.4%;
Acquisition Cemetery Field EBITDA Margin of 57.6%, an increase of 1,950 basis points;
Total Field EBITDA of $130.5 million, an increase of $29.8 million or 29.6%;
Total Field EBITDA Margin of 46.6%, an increase of 460 basis points;
Adjusted Consolidated EBITDA of $95.8 million, an increase of $19.8 million or 26.1%;
Adjusted Consolidated EBITDA Margin of 34.2%, an increase of 250 basis points;
Adjusted Diluted EPS of $2.27, an increase of $0.97 per share equal to 74.6%;
Adjusted Proforma(1) Diluted EPS of $2.64, an increase of $1.34 per share equal to 103.4%;
Adjusted Free Cash Flow of $65.4 million, an increase of $7.3 million or 12.5%;
Adjusted Free Cash Flow Margin of 23.4%, a decrease of 90 basis points;
Adjusted Proforma(1) Free Cash Flow of $68.2 million, an increase of $10.2 million or 17.6%;
Adjusted Proforma(1) Free Cash Flow Margin of 24.4%, an increase of 20 basis points; and
Bank Covenant Compliance Leverage Ratio of 3.98 times(2).
(1)
Proforma lower interest impact of recent refinancing effective as of January 1, 2021 (pre-tax lower interest cost of $4.0 million for the first half 2021) and Non-GAAP Proforma Diluted Shares Outstanding of 16.885 million as of September 30, 2021. Non-GAAP Diluted Shares Outstanding includes 16.65 Basic Shares Outstanding plus .235 million vested equity options and excludes .512 million shares from “in the money and vested” shares related to Carriage’s Five Year Good To Great Shareholder Value Creation Incentive Plan.
(2)
Bank Covenant Compliance Rolling 12 Months Adjusted Consolidated EBITDA of $125.1 million, which includes $1.0 million of cash add backs for deferred purchase price and Total Debt of $497.6 million on September 30, 2021.






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FIVE QUARTER TREND REPORT
Mr. Quezada continued, “We report our performance results publicly using the same highly transparent Non-GAAP “Trend Reports” that we use internally and which have been explained in previous shareholder letters, including Five Year and Five Quarter Trend Reports that reflect long and short term trends in our core operating, financial and overhead sectors over time. Shown on the next page are highlights from our Five Quarter Trend Report that clearly reflect the accelerating transformative high performance process that occurred at Carriage in the midst of the COVID-19 Pandemic from the second quarter of 2020 through the peak of the Pandemic impact in the first quarter of 2021, which has continued through the third quarter and is reflected in our updated outlooks through 2022.
The Five Quarter Trend Report is followed on Page 7 by the Same Store Funeral Monthly Revenue Trends Report for the six months ending September. Both the Five Quarter and Same Store Funeral Revenue Six Month Trend Reports reflect that after an elevated high performance “normalization” in the second quarter, our amazing third quarter performance fully reflects our Annual Theme: CARRIAGE SERVICES 2021: ACCELERATING HIGH PERFORMANCE FLYWHEEL EFFECT!



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FIVE QUARTER OPERATING AND FINANCIAL TREND REPORT HIGHLIGHTS
(000’s except for volume, averages & margins)
3RD QTR 2020
4TH QTR 2020
1ST QTR 2021
2ND QTR 2021
3RD QTR 2021
Funeral Same Store Contracts
9,44210,19911,0499,08010,664
Average Revenue Per Contract (1)
$5,069$5,160$5,143$5,220$5,205
Funeral Same Store Burial Contracts
3,3833,7944,0523,2033,597
Funeral Same Store Burial Rate
35.8%37.2%36.7%35.3%33.7%
Average Revenue Per Burial Contract
$8,982$9,015$8,991$9,259$9,442
Funeral Same Store Cremation Contracts
5,3895,7066,2905,1646,133
Funeral Same Store Cremation Rate
57.1%55.9%56.9%56.9%57.5%
Average Revenue Per Cremation Contract
$3,283$3,249$3,293$3,415$3,443
Funeral Same Store Revenue
$47,865$52,632$56,829$47,397$55,502
Funeral Same Store EBITDA
$19,903$23,164$25,829$18,665$24,960
Funeral Same Store EBITDA Margin
41.6%44.0%45.5%39.4%45.0%
Funeral Acquisition Revenue
$8,205$9,348$10,139$8,557$9,354
Funeral Acquisition EBITDA
$2,942$3,683$4,467$3,261$3,974
Funeral Acquisition EBITDA Margin
35.9%39.4%44.1%38.1%42.5%
Cemetery Same Store Preneed Property Contracts Sold
1,0671,0331,1611,2111,280
Cemetery Same Store Preneed Sales Revenue$8,317$9,231$9,718$11,445$11,366
Cemetery Same Store Revenue
$14,391$14,814$14,635$16,906$16,342
Cemetery Same Store EBITDA
$6,161$6,497$5,704$7,907$6,465
Cemetery Same Store EBITDA Margin
42.8%43.9%39.0%46.8%39.6%
Cemetery Acquisition Preneed Property Contracts Sold
304345338475294
Cemetery Acquisition Preneed Sales Revenue$4,073$5,394$5,089$6,839$5,148
Cemetery Acquisition Revenue
$5,220$5,509$6,980$8,175$6,362
Cemetery Acquisition EBITDA
$2,335$2,532$4,102$4,737$3,547
Cemetery Acquisition EBITDA Margin
44.7%46.0%58.8%57.9%55.8%
Total Financial Revenue
$5,631$5,263$5,706$5,405$5,639
Total Financial EBITDA
$5,282$4,923$5,305$5,058$5,225
Total Financial EBITDA Margin
93.8%93.5%93.0%93.6%92.7%
Total Revenue
$84,393$90,088$96,637$88,277$95,041
Total Field EBITDA
$37,309$41,318$45,787$40,014$44,651
Total Field EBITDA Margin
44.2%45.9%47.4%45.3%47.0%
Adjusted Consolidated EBITDA
$27,666$28,300$34,657$28,720$32,389
Adjusted Consolidated EBITDA Margin
32.8%31.4%35.9%32.5%34.1%
Adjusted Diluted EPS
$0.51$0.57$0.81$0.64$0.82
Adjusted Free Cash Flow
$27,608$11,870$27,140$12,313$25,922
Adjusted Free Cash Flow Margin
32.7%13.2%28.1%13.9%27.3%
(1)Excludes Preneed Funeral interest earnings reflected in Total Financial Revenue.

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SAME STORE FUNERAL MONTHLY REVENUE TRENDS/DRIVERS SIX MONTHS ENDING SEPTEMBER 2021
(000’s except for volume, averages)
Same Store Funeral APRMAYJUNJULAUGSEP
Contracts (volume) 20213,044 2,911 3,125 3,081 3,647 3,936 
Contracts (volume) 20203,194 2,950 2,937 3,163 3,210 3,069 
Volume Variance(150)(39)188 (82)437 867 
Average Revenue Per Contract 2021(1)
$5,168 $5,234 $5,257 $5,294 $5,101 $5,231 
Average Revenue Per Contract 2020(1)
$4,619 $4,943 $5,134 $4,927 $5,148 $5,135 
Average Revenue Per Contract Variance (ARPC)$549 $291 $123 $367 $(47)$96 
Operating Revenue 2021(1)
$15,731 $15,235 $16,429 $16,313 $18,603 $20,588 
Operating Revenue 2020(1)
$14,754 $14,583 $15,080 $15,585 $16,524 $15,758 
Operating Revenue Variance $977 $652 $1,349 $728 $2,079 $4,830 
Net Revenue Volume Variance$(693)$(193)$965 $(404)$2,249 $4,452 
Net Revenue Average Variance $1,670 $845 $384 $1,132 $(170)$378 
Net Revenue Variance $977 $652 $1,349 $728 $2,079 $4,830 
(1)Excludes Preneed Funeral interest earnings reflected in Total Financial Revenue.
Funeral Home Segment
While we experienced a large increase in funeral volumes in the third quarter, only about 60% of the variance was attributable to deaths from the Delta COVID-19 variant, as our record performance in the third quarter of 2021 was primarily a consequence of our agility and adaptability to the continued changing environment and consumer preferences in our industry. These new industry dynamics have challenged funeral homes across the nation that were not able to adapt and offer new and innovative ways to serve families. Consequently, many independent businesses as well as some consolidators have lost market share since the pandemic began to competitors like Carriage that have adapted with creative solutions that have led to broadly higher funeral volumes (Same Store Contracts up 12.9%) in the third quarter this year versus last.
To make a market share comparison under normalized pre-pandemic levels, we compared 2019 Same Store Funeral Contracts against 2021. The data reflects that non-COVID volume growth after offsetting for COVID-19 deaths during the third quarter of 2021 was also 12.9% versus the same period of 2019 (volume growth excluding COVID deaths presumed to be a combination of market share gains and higher normalized death rates). For the nine months ending September 2021, non-COVID volume growth was 8.1% higher than 2019.
Our long term pre-COVID historical seasonal trends indicate that the third quarter has been the slowest quarter of the year and September the slowest month. However, our Same Store Funeral Revenue in the third quarter of 2021 increased by $7.6 million or 16.0%, accelerating higher each month year over year to a peak increase in September (63.2% of total quarterly increase) as shown in the Same Store Funeral Monthly Variance table above, while our acquisition portfolio increased $1.1 million or 14.0% in the third quarter. Both of these dollar increases exceeded the correlation of the increase during the quarter in Same Store Funeral Contracts of 12.9% and Acquisition Funeral Contracts of 7.4% when compared to the same period last year, a result of our combined Funeral Average Revenue Per Contract (ARPC) of $5,372 being $129 or 2.5% higher than the ARPC of $5,243 last year.
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The creativity, passion and devotion to our profession with which our team of 4E Leadership Managing Partners and Funeral Directors serve families has further accelerated the growth in market share broadly across our portfolio, as our leaders and teams of employees continue to welcome families and offer all options available to each family every time. Because of the determination of our Managing Partners and teams of employees to serve all families regardless of method of disposition or revenue potential, our Same Store Total Cremation Volume grew to 6,133 contracts or 13.8% over the 5,389 last year, and as our Managing Partners and their employee teams continued to focus on educating families on the many products and service options possible with cremation, our Average Revenue Per Cremation increased to $3,443 or 4.9% in the third quarter over the $3,283 ARPC last year.
Our Same Store Funeral Field EBITDA grew to $25.0 million in the third quarter or 25.4% over the same period last year, while our Acquisition Funeral Field EBITDA increased to $4.0 million or 35.1% over last year, increases that exceeded revenue growth as our Managing Partners focused on optimizing the inherent operating leverage in each business in alignment with their annual Being The Best High Performance Standards. As a result, Same Store Funeral Field EBITDA Margin increased by 340 basis points in the third quarter while our Acquisition Funeral Field EBITDA Margin increased by 660 basis points.
At the beginning of 2020, we changed the annual Funeral Being The Best incentive bonus to 50% of what otherwise would have been paid to Managing Partners that didn’t achieve their Field EBITDA Margin Range (4 percentage points spread). This major incentive change, when combined with 50% of Funeral Performance Standards being updated and rebooted at the end of 2018 (covered in detail in Mel’s 2018 Shareholder Letter) to correlate to 3 year compounded growth in revenue and volumes, has had a significant impact on our funeral revenue and field margin growth in 2020 and 2021.
These core critical recognition and financial rewards modifications together with a large degree of “topgrading” of Funeral Managing Partners in larger “meter moving” funeral homes since September 2018 have led to substantially higher Revenue, Field EBITDA and Field EBITDA Margins across our funeral portfolio. The COVID Pandemic might have accelerated our Funeral High Performance Trends but the foundational high performance elements and concepts of First Who, Then What and Why preceded the beginning of the COVID Pandemic in March 2020.

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Cemetery Segment
Over the past fifteen months, we have been in execution mode of our High Performance Sales Plan to generate momentum on the Carriage Cemetery High Performance Flywheel consistently and sustainably over time. This newly created High Performance Sales Culture has produced consistent and increasingly higher sales growth as reflected by the following highlights:
For the Third Quarter of 2021
Total Cemetery Operating Revenue of $22.7 million or 15.8% higher than last year;
Total Cemetery Field EBITDA of $10.0 million or 17.8% higher than last year;
Total Cemetery Field EBITDA Margin of 44.1% or 80 basis points higher than last year;
Preneed Cemetery Property Sales of $13.5 million or 25.3% higher than last year; and
Total Cemetery Sales Production of $25.4 Million or 22.8% higher than last year.
For the Nine Months ending September 2021
Total Cemetery Operating Revenue of $69.4 or 41.6% higher than last year;
Total Cemetery Field EBITDA of $32.5 million or 84.5% higher than last year;
Total Cemetery Field EBITDA Margin of 46.8% or 1,090 basis points higher than last year;
Preneed Cemetery Property Sales of $40.6 million or 55.8% higher than last year; and
Total Cemetery Sales Production of $76.8 Million or 41.2% higher than last year.
Even with COVID-19 restrictions mandated in many States and Counties, our Cemetery Transformative High Performance accelerated due to the tenacity and drive of our Sales Teams across the Cemetery Portfolio who were able to achieve our goals in alignment with our Being The Best Mission and Vision regardless of the many uncontrollable challenges. We reached critical mass in our cemetery portfolio with three large acquisitions at the end of 2019, developed the sales culture strategy, designed the tools and executed the plan to create sustainable High Performance Sales Teams. The performance result was broadly higher Cemetery Same Store and Acquisition Sales and Total Revenue Trends which in turn produced historically high Field EBITDA and Margin trends in the second half of 2020 and the first nine months of 2021. We can say with 100% certainty that our sales teams are ready, highly energized and resiliently inspired to continue conquering higher altitudes on the Carriage Services Transformational High Performance Rocket we have launched to reach places we have never been before,” concluded Mr. Quezada.
THIRD QUARTER / NINE MONTHS 2021 VERSUS 2020 OVERHEAD/INCENTIVE COMPENSATION
Steve Metzger, Executive Vice President, Chief Administrative Officer and General Counsel, stated “In our first and second quarter earnings releases, we discussed in detail how our Overhead segment is broken into three categories. We highlighted in each of those releases the “Total Variable Overhead” category which consists of two major sub-categories, field and corporate incentive compensation accruals (and payments after each calendar year) and various types of non-recurring items (termination or severance costs, legal settlements, natural disaster related costs, etc.). Given our continued strong performance, we have accrued both corporate and field incentive compensation aggressively throughout the year.
Our Total Variable Overhead increased $3.0 million or 74.2% in the third quarter of 2021 compared to the third quarter of 2020, but only $1 million of the increase was corporate and field incentive compensation equal to about 4 cents per share. The other approximately $2 million consisted of items that were either one-time non-recurring charges or continuing pandemic costs that we expect to diminish to a much lower normalized
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level in 2022. Total Variable Overhead for the first three quarters of 2021 increased $9.1 million or 96.3% compared to the first three quarters of 2020, of which $5.7 million equal to 25 cents per share was attributable to substantially higher accruals for corporate and field incentive compensation that are directly correlated to the amazing field operating and financial performance of our High Performance Managing Partners and Sales Managers throughout our portfolio of funeral homes and cemeteries.
Total Overhead Margin as a percentage of Total Revenue, which has been elevated this year because of the large increase in incentive compensation accruals and non-recurring or unsustainable “overhead noise,” should normalize over the next fifteen months ending 2022 (before any new acquisitions) within a range of 11% to 12% with Total Variable Overhead comprised of mostly incentive compensation representing about one-third of Total Overhead.
Our High Performance Culture Flywheel highlights “First Who, Then What” for a reason. We are focused on attracting and then motivating the very best talent by closely aligning their annual and five year performance with associated one and five year incentive programs that cannot be found elsewhere in our industry. As these leaders’ performance continues to grow and alignment strengthens, incentive compensation for that talent increases in kind – and that is exactly how “Pay for High and Sustained Performance” incentive compensation should work because our shareholders get rewarded with superior long term compounded investment returns. Simply stated, Best In Class Performance results in Best In Class Incentive Compensation at Carriage, which results in the Best In Class Talent being recruited and retained in all of our critical leadership positions.
THIRD QUARTER AND FIRST NINE MONTHS OVERHEAD COMPARISONS (000'S)
Three Months Ended September 30,Nine Months Ended September 30,
Overhead20202021Variance $Variance %20202021Variance $Variance %
Total Variable$4,077$7,103$3,02674.2%$9,450$18,548$9,09896.3%
Total Regional1,0201,32630630.0%2,9303,88195132.5%
Total Corporate4,8415,8551,01420.9%14,97116,8931,92212.8%
Total Overhead$9,938$14,284$4,34643.7%$27,351$39,322$11,97143.8%
% Total Revenue11.8%15.0%320 bp27.1%11.4%14.0%260 bp22.8%
Corporate Incentive Comp.$975$1,367$39240.2%$2,200$3,467$1,26757.6%
Field Incentive Comp.2,7873,41162422.4%5,0559,5104,45588.1%
Separation Expenses73992635.6%6211,8301,209194.7%
Disaster Recovery and Pandemic Costs312752440141.0%7281,7531,025140.8%
Acquis/Divest. Expenses65841929.2%283311289.9%
Other Variable(135)1,3901,525N/A5631,6771,114197.9%
Total Variable Overhead$4,077$7,103$3,02674.2%$9,450$18,548$9,09896.3%
% Total Revenue4.8%7.5%270 bp56.3%3.9%6.6%270 bp69.2%

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UPDATE ON ACQUISITION ACTIVITY AND OUTLOOK FOR ACQUISITION GROWTH
Mr. Metzger, continued, “In our second quarter earnings release we explained how our capital allocation priorities remain driven by a disciplined approach focused on generating the greatest return for our shareholders. We encourage everyone to reference our prior release to learn more about these priorities and the metrics we use to guide our capital allocation analysis.
As discussed in prior releases as well as on earnings calls, given the current market price of our shares as compared to the intrinsic value per share calculations we outlined earlier in this release, we continue to believe share repurchases remain one of the best value creation opportunities for our shareholders. With the recent increased share repurchase authority approved by our Board, we will maintain the flexibility to be opportunistic with repurchases as we continuously assess the market price compared to our increasing and sustainable financial performance using metric driven intrinsic value analysis.
The higher operating and financial performance of our portfolio of businesses, together with our new low cost balance sheet is providing the financial strength and flexibility to continue our share repurchase program, invest in internal growth projects such as increased cemetery development, increase our dividend for a third time in the last 18 months, while also maintaining our previously articulated Net Debt to Adjusted Consolidated EBITDA target Leverage Ratio of approximately 4 times or less.
We have also increased the frequency and nature of ongoing conversations with several wonderful business owners who we believe are excellent candidates to join the Carriage Family. We are working closely with these owners to help them learn more about Carriage, our people and our unique locally driven approach defined by our High Performance Culture Framework for operating and consolidating the best remaining independent businesses in the best strategic markets. These discussions have centered around listening to what succession approach and timeline is best for each owner, their teams and their businesses. We believe a strong, long-term win-win partnership begins before a Letter of Intent is ever signed so we are excited about these ongoing conversations and the possible future additions to the Carriage Family in 2022 and beyond.
We do not create pre-determined quarterly or annual targets for acquisition investments for two very important reasons. First, it is impossible to predict when owners of the right businesses will be ready for a succession plan solution and, when they are, what process and timeline will be best for those owners. Secondly, and just as importantly at any given time, there may be other capital allocation opportunities which provide stronger return potential for our shareholders, so we always review potential five to ten year investment returns on any acquisition candidate in comparison to long term returns on other capital allocation options to ensure the highest and best use of our shareholders’ capital. This focus, in lieu of spending or timeline targets, disciplines us to be particularly selective when it comes to acquisitions, given how high the bar currently has been set related to other capital allocation options. With that said, the number of high quality businesses and owners that we have met with recently has grown and we are excited about where these conversations are headed. Stay tuned as we expect the next quarter to bring more developments on this front.
As we look beyond the upcoming quarter, we expect more and more high quality business owners to be ready to transition to the next chapters in their lives over the course of the next 3-5 years. We look forward to the opportunity to share the Carriage Story with these owners and introduce them to our fantastic team. Our experience is that once an owner gets to know us, many will consider us as the succession option that best protects their legacy and allows them to feel confident and excited as they head into that next chapter of their life, while also knowing they will have no regrets about their business continuing to prosper and grow with the Best In Class support provided by Carriage.
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The Carriage High Performance Flywheel components of Capital Allocation and Value Creation Dynamics are truly at their best right now. The financial flexibility generated by the high performance of our businesses combined with our disciplined, metric driven capital allocation approach, is truly the value creation “sweet spot” that we have been working towards. Now that this “sweet spot” is in front of us and we are positioned with a strong balance sheet, we will continue to be good, disciplined stewards of our shareholders’ capital as new and exciting opportunities present themselves,” concluded Mr. Metzger.
THE DATA DON’T LIE – A TALE TOLD WITH HIGH PERFORMANCE DATA
Ben Brink, Executive Vice President and Chief Financial Officer, stated, “Our 2021 Annual Theme is: CARRIAGE SERVICES 2021: ACCELERATING HIGH PERFORMANCE FLYWHEEL EFFECT! The performance trend data shown below detailing the incredible transformation in our performance since the end of 2018 is a testament to the dedication and passion of our Managing Partners and their teams across Carriage and demonstrates clearly that Carriage’s High Performance Flywheel only continues to Accelerate!
CARRIAGE HIGH PERFORMANCE TRANSFORMATION
Income Category(Millions except Per Share)
201820192020
12 Months Ending 9/30/2021 (1)
2018 - 12 Months 9/30/21
$ Change% Change
Total Revenue$268.0$274.1$329.4$370.0$10238.1%
Total Field EBITDA$104.3$109.8$141.9$171.8$67.564.7%
Total Field EBITDA Margin %38.9%40.0%43.1%46.4%750 bp19.3%
Adjusted Consolidated EBITDA$70.2$76.6$104.3$124.1$53.976.8%
Adjusted Consolidated EBITDA Margin %26.2%27.9%31.6%33.5%730 bp27.9%
Adjusted FCF$42.6$38.8$70.0$77.2$34.681.2%
Adjusted FCF Margin %15.9%14.2%21.2%20.9%500 bp31.4%
Adjusted Diluted EPS$1.17$1.25$1.86$2.84$1.67142.7%
Adjusted Diluted Proforma EPS (1)
$1.17NANA$3.36$2.19187.2%
GAAP Net Income$11.6$14.5$16.1$28.2$16.6143.1%
GAAP Diluted EPS$0.63$0.80$0.89$1.55$0.92146.0%
(1)
Diluted EPS for the most recent 12 months ending 09/30/2021 is adjusted for lower annual interest cost of $6.4 million (pre-tax) from recent refinancing as if new $400 million 4.25% senior notes issued May 2021 was effective on September 30, 2020 and Proforma Diluted Shares outstanding of 16.885 million as of September 30, 2021.
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CEMETERY PORTFOLIO HIGH PERFORMANCE TRANSFORMATION
Data/Income Category(Millions except Interments & Average)
20182019202012 Months Ending 9/30/20212018 - 12 Months 9/30/21
$ Change% Change
Number of Interments Sold – Preneed
6,3607,1569,45711,3685,00878.7%
Preneed Property Average$3,605$3,673$4,049$4,649$1,04429.0%
Net Preneed Property Revenue$22,927$26,287$38,293$52,85129,924130.5%
Total Preneed M&S Revenue$5,532$5,653$9,205$11,379$5,847105.7%
Total Preneed Sales Revenue$28,459$31,941$47,498$64,230$35,771125.7%
Total Cemetery Operating Revenue$44,918$49,553$69,351$89,723$44,80599.7%
Total Cemetery Field EBITDA$13,840$17,101$26,627$41,491$27,651199.8%
Total Cemetery Field EBITDA Margin
30.8%34.5%38.4%46.2%1,540 bp50.0%
GAAP Cemetery Operating Income$14,717$15,983$26,859$38,881$24,164164.2%
UPDATED ROLLING FOUR QUARTER OUTLOOK AND TWO YEAR SCENARIO
Given the current strong operating momentum and expectation for continued organic growth across our entire portfolio, we are once again increasing our Rolling Four Quarter Outlook and Roughly Right Range Two Year Scenario ending December 31, 2022. The increases in our range of performance metrics have increased significantly since our update in the second quarter, which continues our policy of adjusting our outlook and scenario higher when we believe such significant increases in our performance valuation metrics are sustainable into the future. We have previously outlined performance drivers within our control that we believed would lead to sustained higher organic growth rates irrespective of the path of COVID-19 and its impact on short term death rates.
All five of these performance drivers were evident in our third quarter and year to date results and provide the basis for our higher expected operational and financial performance as outlined in the updated Roughly Right Range Scenario:
Increased Cemetery Preneed Property Sales leading to higher Cemetery Revenue growth rates at Record and Sustainable Cemetery Field EBITDA Margins;
Continuation of local market share gains across our funeral home portfolio;
Growth in Average Revenue per Funeral Contract, particularly Cremation contracts;
Incremental Growth of Financial Revenue and Financial EBITDA; and
Higher Returns on Invested Capital from continued disciplined capital allocation combined with a lower Cost of Capital from lower interest expense due to senior note refinancing completed in the second quarter.
The updated and increased Rolling Four Quarter Outlook and Roughly Right Range Two Year Scenario represent our best and realistic expectations of our performance through the end of next year. The increased expectations for future performance include the full effect of lower annual interest costs ($9.5 million) from our senior note refinancing and a continuation of our share repurchase program equal to about 75% of our Adjusted Free Cash Flow through the end of 2022 conditioned on the market price of our shares remaining highly discounted to our opinion of intrinsic value per share. As part of our year end 2021 earnings release early next year, we intend to provide an updated Roughly Right Range Three Year Scenario ending in 2024 with three different Capital Allocation Scenarios and associated Roughly Right Ranges for our opinion of CSV’s Intrinsic Value Per Share in each of the three Capital Allocation Scenarios for each of the three years ending 2024.
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UPDATED ROLLING FOUR QUARTER OUTLOOK / TWO YEAR ROUGHLY RIGHT SCENARIO
Performance Metric2019A2020ALTM2021RFQO2022
3 Year
Midpoint CAGR
Total Revenue$274.1$329.4$370.0$370 - $375$375 - $385$380 - $39012.0%
Total Field EBITDA$109.8$141.9$171.8$172 - $177$178 - $184$180 - $18618.6%
Total Field EBITDA Margin40.0%43.1%46.4%46% - 47%46.5% - 47.5%46.5% - 47.5%5.5%
Adjusted Consolidated EBITDA$76.6$104.3$124.1$124 - $127$126 - $132$128 - $13419.6%
Adjusted Consolidated EBITDA Margin27.9%31.6%33.5%33.5% - 34.0%33.5% - 34.5%33.5% - 34.5%6.8%
Adjusted Diluted EPS$1.25$1.86$2.84$3.03 - $3.08$3.30 - $3.40$3.50 - $3.6041.6%
Diluted Shares Outstanding18.018.118.418.117.016.5(2.9)%
Adjusted Proforma(1) Diluted EPS
N/AN/A$3.36$3.45 - $3.55$3.55 - $3.65$3.75 - $3.8544.9%
Proforma(1) Diluted Shares Outstanding
N/AN/A16.88516.316.015.5(4.9)%
Adjusted Free Cash Flow$38.8$70.0$77.2$77 - $82$80 - $85$82 - $8729.6%
Adjusted FCF Margin14.2%21.2%20.9%20.5% - 21.5%20.5% - 21.5%21% - 22%14.8%
Total Debt Outstanding
$534(2)
$461.1$497.6$520 - $530$530 - $540$540 - $5500.9%
Total Debt to EBITDA Multiple
7.0(3)
4.44.03.9 - 4.13.9 - 4.13.9 - 4.1N/A
(1)
Proforma lower interest impact of recent refinancing effective as of January 1, 2021 (pre-tax lower interest cost of $4.0 million for the first half 2021) and Non-GAAP Proforma Diluted Shares Outstanding of 16.885 million as of September 30, 2021. Non-GAAP Diluted Shares Outstanding includes 16.65 Basic Shares Outstanding plus .235 million vested equity options and excludes .512 million shares from in the money and vested shares related to Carriage’s Five Year Good To Great Shareholder Value Creation Incentive Plan.
(2)
January 3, 2020 acquisition of Oakmont Memorial Park & Mortuary and peak debt.
(3)Does not include proforma EBITDA for acquisitions.
INCREASED ROUGHLY RIGHT RANGE OF INTRINSIC VALUE PER SHARE
Beginning with our press release announcing the completion of our $400 million senior note refinancing transaction on May 13 and again in our second quarter press release on July 27, we have introduced and subsequently updated our opinion of the Roughly Right Range of the Intrinsic Value Per CSV share using a valuation methodology of Free Cash Flow Equity Yield. We view Free Cash Flow Yield as the most appropriate valuation methodology given our ability to produce and sustain a high amount of Free Cash Flow per every dollar of Revenue (21% Adjusted Free Cash Flow Margin) and our ability to invest that Free Cash Flow at high rates of return on invested capital to accelerate the growth in our intrinsic value.
With the completion of our senior note refinancing in May 2021, our weighted average cost of capital was reduced by 100 basis points from 7.4% to 6.4% due to the 237.5 basis point decrease in the interest rate on our new senior notes to 4.25% annually. To calculate our Roughly Right Range basis for Intrinsic Value we have used a Free Cash Flow Equity Yield using 6.4% - 7.4% discount rates which we view as appropriate given our recurring and growing Free Cash Flow and the persistent low interest rate environment globally.
To calculate our updated Roughly Right Range of Intrinsic Value Per CSV Share we used the 16.885 million Proforma Diluted Shares Outstanding as of September 30 which includes the full impact of our year to date share repurchases (1.53 million) and the in the money and vested options (235,000), but excludes the vested but not available to participants shares of our Five Year Good To Great II Shareholder Value Creation Incentive Plan (511,614) ending in 2024 with shares to be delivered in early 2025 to participants still employed at least in their current roles.
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Using our $81.2 million of ProForma Adjusted Free Cash Flow we produced over the past twelve months and applying our Free Cash Flow Equity Yield discount rate range of 6.4% - 7.4% which equals an equity market capitalization range of $1,097.3 million to $1,268.8 million. Dividing this equity market capitalization by our Proforma Diluted Shares Outstanding equals an Intrinsic Value Per Share Range of $64.99 - $75.14 on a trailing twelve month basis.
However we believe the most appropriate way to calculate our Roughly Right Range of Intrinsic Value is to use the mid-point of our Roughly Right Range Outlook for 2022 Adjusted Free Cash Flow of $84.5 million. Applying our Free Cash Flow Equity Yield Range of 6.4% - 7.4% discount rate would equal an equity market capitalization range of $1,141.9 million to $1,320.3 million. Dividing this equity market capitalization by our Proforma Diluted Shares of 16.885 million would equal an Intrinsic Value Per Share Range of $67.63 - $78.19. We are therefore increasing our Roughly Right Intrinsic Value Per Share Range to $65 - $75 which is a $10 or 16.7% increase from the second quarter and a $15 or 27.3% increase since we first introduced the Roughly Right Intrinsic Value Per CSV Share a little over five months ago.
We will continue to update this Roughly Right Range of Intrinsic Value Per CSV Share on a quarterly basis and will use it as an important part of our capital allocation strategy decision making process when weighing accretive share repurchases versus our other options.
CAPITAL ALLOCATION FRAMEWORK
In our second quarter release we outlined a more detailed capital allocation framework so investors could have a clear roadmap for how we intend to allocate our growing and recurring Free Cash Flow to grow the per share intrinsic value of CSV shares. Outlined below is our capital allocation framework with updates on each category on our progress in the third quarter and year to date:
Share Repurchases: We expect to prioritize open market share repurchases when our stock trades at a material discount of 10% or more compared to the bottom of the share price range of our publicly stated opinion of intrinsic value. Share repurchases will also be weighted versus near term larger strategic acquisition opportunities and our Net Debt to Adjusted Consolidated EBITDA Leverage Ratio Policy.
During the third quarter we repurchased 1,203,493 shares for $53.2 million equaling an average purchase price of $44.24 which brought our year to date share repurchase totals to 1,528,197 shares for $65.5 million at an average purchase price of $42.89. The 1,528,197 shares repurchased year to date represent approximately 8.5% of the shares outstanding prior to the start of our repurchase program earlier this year. As Mel previously discussed in his comments, the full impact of our year to date share repurchases and the reduction in actual shares available will be recognized in our reported GAAP diluted shares outstanding at the beginning of next year.
The $42.89 average purchase price on shares repurchased year to date represents a 38.7% discount to the mid-point of our updated intrinsic value per CSV share of $70. Given the large and persistent discount of our market price, to our updated opinion of intrinsic value per share, we continue to view the repurchase of our shares as the highest and best use of our capital at this time.
We are therefore excited to announce the authorization by our Board of an additional $75 million to our share repurchase program which, along with previously approved and available amounts, brings our
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total availability to approximately $85.1 million. The total availability under our share repurchase authorization is equal to approximately 11.0% of our current equity market capitalization.
Strategic Acquisitions: We plan to prioritize acquisitions of the best remaining independent funeral homes and cemetery businesses in large strategic growth markets conditioned on the return on invested capital substantially exceeding our cost of capital in the early years of integration and thereafter growing over the intermediate and long term. Our four large and transformative strategic acquisitions at the end of 2019 set a new and much higher standard for capital allocation and strategic growth criteria required for an acquisition candidate to join our portfolio of Being The Best businesses.
As Steve mentioned in his comments, we believe that Carriage has never been better positioned to partner with the best remaining independent funeral homes and cemeteries in the country, and that over the next 3-5 years we will have a significant number of high quality opportunities to grow through selective acquisitions. We intend to remain highly disciplined and strategic in our allocation of capital towards acquisitions in order to ensure a long term annual ROIC of 15% or more on acquired businesses.
Internal Growth Projects: Our internal growth capital expenditures will be focused on differentiated cemetery inventory development, targeted funeral home remodels and selective construction of new funeral homes in high growth markets to expand strong local brands of existing Carriage businesses.
We have allocated $15.3 million towards capital expenditures in 2021 split between $9.0 million of maintenance capital expenditures and $6.3 million of growth capital expenditures. The majority of our growth capital expenditures have been cemetery inventory development projects as well as selective funeral home remodels. We continue to be excited about the number of organic growth opportunities across our entire portfolio and will continue to focus on those projects that deliver the highest ROIC over the long term.
Dividends: Annual dividend to approximate 10% of Adjusted Free Cash Flow and a 1% dividend equity yield on CSV shares. We are pleased to announce that our Board has authorized a $0.05 per share increase to our annual dividend to bring our total annual dividend amount to $0.45 per CSV share. This increase aligns perfectly to our previously announce dividend policy and represents our commitment to a balanced approach to capital allocation strategy that will drive superior long term shareholder returns.
Relatedly, on October 27, 2021, our Board declared a quarterly cash dividend of $0.1125 per share of common stock, reflecting this most recent dividend increase, payable on December 1, 2021 to stockholders of record as of close of business on November 9, 2021.
Debt Repayment: We expect to maintain a moderate Net Debt to Adjusted Consolidated EBITDA Leverage Ratio of 4 times or less, most likely meaning that our total debt will remain relatively flat while Free Cash Flow is allocated to higher ROIC growth opportunities to accelerate intrinsic value per share.
While total debt increased approximately $26.2 million in the third quarter due to the execution of our share repurchase program, our Bank Covenant Compliance Leverage Ratio remained essentially flat at 3.98 times in line with our previously announced Leverage Ratio target of approximately 4 times or below due to accelerating operational and financial high performance across our operating portfolio in the quarter.
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ADJUSTED FREE CASH FLOW AND LEVERAGE RATIO
 Nine Months Ended September 30,
 20202021
Cash Flow Provided by Operating Activities
$67,822 $69,699 
Cash used for Maintenance Capital Expenditures(5,394)(8,960)
Free Cash Flow$62,428 $60,739 
Plus: Incremental Special Items:
Federal Tax Refund(7,012)— 
Acquisition Expenses159 — 
Severance and Separation Costs563 1,575 
Litigation Reserve270 — 
Disaster Recovery and Pandemic Costs1,312 2,041 
Other Special Items373 1,020 
Adjusted Free Cash Flow$58,093 $65,375 
Revenue$239,360 $279,955 
Adjusted Free Cash Flow Margin24.3%23.4%
Adjusted Free Cash Flow for the nine months ending September 30, 2021 increased 12.5% to $65.4 million and the Adjusted Free Cash Flow Margin decreased 90 basis points to 23.4%. The Adjusted Free Cash Flow Margin represents the amount of cash generated for every dollar of Revenue that is available for shareholder value creation capital allocation. We believe it is an important metric for investors to gauge the accelerating Free Cash Flow earnings power of Carriage.
For the last twelve months Adjusted Free Cash Flow totaled $77.2 million and Adjusted Free Cash Flow Margin was 20.9%. Third quarter Adjusted Free Cash Flow declined $1.7 million or 6.1% to $25.9 million compared to third quarter 2020 primarily due to higher spending on maintenance capital expenditures in the quarter.
Bank Covenant Compliance Leverage Ratio was 3.98 times at the end of the third quarter compared to 3.92 times at the end of the second quarter. The continuation of our strong operating performance in the third quarter allowed us to keep our Leverage Ratio essentially flat, while investing $50.0 million to repurchase Carriage shares at a significant discount to the updated intrinsic value per share range. The ability to execute on a highly accretive share repurchase program and maintain a more moderate Bank Covenant Compliance Leverage Ratio is a perfect example of the greater financial flexibility Carriage has after the senior note refinancing transaction we completed in the second quarter. We intend to maintain the necessary financial flexibility with a moderate Leverage Ratio of approximately 4 times or below while allocating capital opportunistically and with discipline going forward.

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TRUST FUND INVESTMENT PERFORMANCE
 YTD 202112 months Ended
Q3 2021
Annualized 2009 -
Q3 2021
CSV Discretionary Portfolio
13.8%31.7%14.2%
S&P 50015.9%30.0%15.4%
DJIA12.1%24.2%14.0%
NASDAQ12.7%30.3%20.4%
HY Bond Index4.5%11.3%10.7%
70/30 HY/S&P Bond7.9%16.9%12.4%
Through the third quarter our year to date return for our discretionary trust portfolio was 13.8% versus 15.9% for the S&P 500 and 7.9% for our 70/30 HY Bond/S&P 500 benchmark. For the last twelve months our total return for our discretionary trust portfolio was 31.7% compared to 30.0% for the S&P 500 and 16.9% for our 70/30 HY Bond/S&P 500 benchmark.
Our discretionary trust fund portfolio continued to benefit from the repositioning strategy we executed in the middle of the COVID-19 Market Crisis last year. Since we executed on our repositioning strategy we have realized approximately $30 million of capital gains and increased the recurring annual interest and dividend income in the portfolio by $8 million to $17.4 million. Given the recurring amount of annual income and the high amount of capital gains that have accrued to underlying preneed contracts we believe we have positioned our discretionary trust fund portfolio to contribute incremental increases to Financial Revenue and Financial EBITDA for many years to come through higher realized values of maturing preneed funeral and cemetery contracts combined with high amounts of annual income earned through our cemetery perpetual care trusts,” concluded Mr. Brink.
CONFERENCE CALL AND INVESTOR RELATIONS CONTACT
Carriage Services has scheduled a conference call for tomorrow, October 28, 2021 at 9:30 a.m. Central time. To participate in the call, please dial 866-516-3867 (conference ID-1229337) and ask for the Carriage Services conference call. A replay of the conference call will be available through November 2, 2021 and may be accessed by dialing 855-859-2056 (conference ID-1229337). The conference call will also be available at www.carriageservices.com. For any investor relations questions, please contact Ben Brink at 713-332-8441 or email InvestorRelations@carriageservices.com.

                            19




CARRIAGE SERVICES, INC.
OPERATING AND FINANCIAL TREND REPORT
(IN THOUSANDS - EXCEPT PER SHARE AMOUNTS)
Three Months Ended September 30,Nine Months Ended September 30,
20202021% Change20202021% Change
Same Store Contracts
Atneed Contracts7,8289,13016.6%22,93526,15914.1%
Preneed Contracts1,6141,534(5.0%)4,6684,634(0.7%)
Total Same Store Funeral Contracts9,44210,66412.9%27,60330,79311.6%
Acquisition Contracts
Atneed Contracts1,4701,61910.1%4,8644,9852.5%
Preneed Contracts149120(19.5%)429381(11.2%)
Total Acquisition Funeral Contracts1,6191,7397.4%5,2935,3661.4%
Total Funeral Contracts11,06112,40312.1%32,89636,1599.9%
Funeral Operating Revenue
Same Store Revenue$47,865$55,50216.0%$139,126$159,72814.8%
Acquisition Revenue8,2059,35414.0%26,11328,0507.4%
Total Funeral Operating Revenue$56,070$64,85615.7%$165,239$187,77813.6%
Cemetery Operating Revenue
Same Store Revenue$14,391$16,34213.6%$36,952$47,88329.6%
Acquisition Revenue5,2206,36221.9%12,07521,51778.2%
Total Cemetery Operating Revenue$19,611$22,70415.8%$49,027$69,40041.6%
Total Financial Revenue$5,631$5,6390.1%$14,626$16,75014.5%
Ancillary Revenue$1,196$1,096(8.4%)$3,464$3,391(2.1%)
Total Divested/Planned Divested Revenue$1,885$746(60.4%)$7,004$2,636(62.4%)
Total Revenue$84,393$95,04112.6%$239,360$279,95517.0%
Field EBITDA
Same Store Funeral Field EBITDA$19,903$24,96025.4%$56,687$69,45422.5%
Same Store Funeral Field EBITDA Margin41.6%45.0%340 bp40.7%43.5%280 bp
Acquisition Funeral Field EBITDA2,9423,97435.1%9,94411,70217.7%
Acquisition Funeral Field EBITDA Margin35.9%42.5%660 bp38.1%41.7%360 bp
Total Funeral Field EBITDA$22,845$28,93426.7%$66,631$81,15621.8%
Total Funeral Field EBITDA Margin40.7%44.6%390 bp40.3%43.2%290 bp
Same Store Cemetery Field EBITDA$6,161$6,4654.9%$13,002$20,07654.4%
Same Store Cemetery Field EBITDA Margin42.8%39.6%(320 bp)35.2%41.9%670 bp
Acquisition Cemetery Field EBITDA2,3353,54751.9%4,59712,386169.4%
Acquisition Cemetery Field EBITDA Margin44.7%55.8%1,110 bp38.1%57.6%1,950 bp
Total Cemetery Field EBITDA$8,496$10,01217.8%$17,599$32,46284.5%
Total Cemetery Field EBITDA Margin43.3%44.1%80 bp35.9%46.8%1,090 bp
Total Financial EBITDA$5,282$5,225(1.1%)$13,634$15,58814.3%
Total Financial EBITDA Margin93.8%92.7%(110 bp)93.2%93.1%(10 bp)
Ancillary EBITDA$292$274(6.2%)$908$790(13.0%)
Ancillary EBITDA Margin24.4%25.0%60 bp26.2%23.3%(290 bp)
Total Divested/Planned Divested EBITDA$394$206(47.7%)$1,852$456(75.4%)
Total Divested/Planned Divested EBITDA Margin20.9%27.6%670 bp26.4%17.3%(910 bp)
Total Field EBITDA$37,309$44,65119.7%$100,624$130,45229.6%
Total Field EBITDA Margin44.2%47.0%280 bp42.0%46.6%460 bp
                            20




OPERATING AND FINANCIAL TREND REPORT
(IN THOUSANDS - EXCEPT PER SHARE AMOUNTS)
Three Months Ended September 30,Nine Months Ended September 30,
20202021% Change20202021% Change
Overhead
Total Variable Overhead$4,077$7,10374.2%$9,450$18,54896.3%
Total Regional Fixed Overhead1,0201,32630.0%2,9303,88132.5%
Total Corporate Fixed Overhead4,8415,85520.9%14,97116,89312.8%
Total Overhead$9,938$14,28443.7%$27,351$39,32243.8%
Overhead as a percentage of Revenue11.8%15.0%320 bp11.4%14.0%260 bp
Consolidated EBITDA$27,371$30,36710.9%$73,273$91,13024.4%
Consolidated EBITDA Margin32.4%32.0%(40 bp)30.6%32.6%200 bp
Other Expenses and Interest
Depreciation & Amortization$5,033$4,950$14,280$15,486
Non-Cash Stock Compensation9271,2942,4733,832
Interest Expense8,0075,07624,78720,138
Accretion of Discount on Convertible Sub. Notes6920020
Loss on Extinguishment of Debt6623,807
Net Loss on Divestitures 4,9172824,917179
Impairment of Goodwill and Other 50014,693500
Net Loss on Disposal of Fixed Assets76698
Other, Net28213487
Pre-Tax Income$8,384$18,168$11,883$26,383
Net Tax Expense2,8595,1224,1586,571
GAAP Net Income$5,525$13,046136.1%$7,725$19,812156.5%
Special Items
Acquisition Expenses$$$159$
Severance and Separation Costs5631,575
Performance Awards Cancellation and Exchange108180
Accretion of Discount on Convertible Sub. Notes 6920020
Net Loss on Divestitures and Other Costs 4,9172824,917179
Net Impact of Impairment of Goodwill and Other50014,769500
Litigation Reserve270
Loss on Extinguishment of Debt23,807
Disaster Recovery and Pandemic Costs3401,0021,3122,041
Other Special Items(60)1,0204102,354
Sum of Special Items$5,374$2,804$22,780$30,476
Tax Effect on Special Items1,7557387,2438,619
Adjusted Net Income$9,144$15,11265.3%$23,262$41,66979.1%
Adjusted Net Income Margin10.8%15.9%510 bp9.7%14.9%520 bp
Adjusted Basic Earnings Per Share$0.51$0.8668.6%$1.30$2.3480.0%
Adjusted Diluted Earnings Per Share$0.51$0.8260.8%$1.30$2.2774.6%
GAAP Basic Earnings Per Share$0.31$0.74138.7%$0.43$1.11158.1%
GAAP Diluted Earnings Per Share$0.31$0.71129.0%$0.43$1.08151.2%
Weighted Average Basic Shares Outstanding17,89517,49917,85317,809
Weighted Average Diluted Shares Outstanding17,93218,24617,89318,365
Reconciliation to Adjusted Consolidated EBITDA
Consolidated EBITDA$27,371$30,36710.9%$73,273$91,13024.4%
Acquisition Expenses159
Severance and Separation Costs5631,575
Litigation Reserve270
Disaster Recovery and Pandemic Costs3401,0021,3122,041
Other Special Items(45)1,0203731,020
Adjusted Consolidated EBITDA$27,666$32,38917.1%$75,950$95,76626.1%
Adjusted Consolidated EBITDA Margin32.8%34.1%130 bp31.7%34.2%250 bp
                            21




CARRIAGE SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
 (unaudited)
 December 31, 2020September 30, 2021
ASSETS
Current assets:
Cash and cash equivalents$889 $1,088 
Accounts receivable, net25,103 26,213 
Inventories7,259 7,376 
Prepaid and other current assets2,076 2,191 
Total current assets35,327 36,868 
Preneed cemetery trust investments86,604 97,489 
Preneed funeral trust investments101,235 108,404 
Preneed cemetery receivables, net21,081 22,932 
Receivables from funeral preneed trusts, net16,844 18,665 
Property, plant and equipment, net 269,051 267,756 
Cemetery property, net101,134 100,505 
Goodwill392,978 391,972 
Intangible and other non-current assets, net29,542 29,437 
Operating lease right-of-use assets21,201 18,307 
Cemetery perpetual care trust investments70,828 71,640 
Total assets$1,145,825 $1,163,975 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of debt and lease obligations$3,432 $3,041 
Accounts payable11,259 14,510 
Accrued and other liabilities31,138 43,147 
Convertible subordinated notes due 20212,538 — 
Total current liabilities48,367 60,698 
Acquisition debt, net of current portion4,482 4,359 
Credit facility46,064 85,418 
Senior notes395,968 394,456 
Obligations under finance leases, net of current portion5,531 5,258 
Obligations under operating leases, net of current portion20,302 18,951 
Deferred preneed cemetery revenue47,846 49,480 
Deferred preneed funeral revenue27,992 29,945 
Deferred tax liability46,477 43,044 
Other long-term liabilities4,748 3,045 
Deferred preneed cemetery receipts held in trust86,604 97,489 
Deferred preneed funeral receipts held in trust101,235 108,404 
Care trusts’ corpus69,707 70,960 
Total liabilities905,323 971,507 
Commitments and contingencies
Stockholders’ equity:
Common stock260 262 
Additional paid-in capital239,989 237,681 
Retained earnings 102,303 122,115 
Treasury stock(102,050)(167,590)
Total stockholders’ equity240,502192,468
Total liabilities and stockholders’ equity$1,145,825$1,163,975



                            22




CARRIAGE SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2020202120202021
Revenue:
Service revenue$41,218 $46,210 $120,830 $134,086 
Property and merchandise revenue36,298 42,043 100,211 125,545 
Other revenue6,877 6,788 18,319 20,324 
84,393 95,041 239,360 279,955 
Field costs and expenses:
Cost of service19,945 20,523 59,624 61,073 
Cost of merchandise25,886 28,632 75,561 84,672 
Cemetery property amortization1,471 1,521 3,445 5,213 
Field depreciation expense3,233 3,154 9,770 9,432 
Regional and unallocated funeral and cemetery costs4,731 6,812 11,204 18,655 
Other expenses1,253 1,235 3,551 3,758 
56,519 61,877 163,155 182,803 
Gross profit27,874 33,164 76,205 97,152 
Corporate costs and expenses:
General, administrative and other6,134 8,766 18,620 24,499 
Home office depreciation and amortization329 275 1,065 841 
Net loss on divestitures, disposals and impairment charges4,917 858 19,610 1,377 
Operating income16,494 23,265 36,910 70,435 
Interest expense(8,007)(5,076)(24,787)(20,138)
Accretion of discount on convertible subordinated notes(69)— (200)(20)
Loss on extinguishment of debt(6)— (6)(23,807)
Other, net(28)(21)(34)(87)
Income before income taxes8,384 18,168 11,883 26,383 
Expense for income taxes(2,851)(5,125)(4,014)(7,466)
Tax adjustment related to certain discrete items(8)(144)895 
Total expense for income taxes(2,859)(5,122)(4,158)(6,571)
Net income$5,525 $13,046 $7,725 $19,812 
Basic earnings per common share:$0.31 $0.74 $0.43 $1.11 
Diluted earnings per common share:$0.31 $0.71 $0.43 $1.08 
Dividends declared per common share:$0.0875 $0.1000 $0.2375 $0.3000 
Weighted average number of common and common equivalent shares outstanding:
Basic17,895 17,499 17,853 17,809 
Diluted17,932 18,246 17,893 18,365 






                            23




CARRIAGE SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
 Nine Months Ended September 30,
 20202021
Cash flows from operating activities:
Net income$7,725 $19,812 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization14,280 15,486 
Provision for credit losses1,837 1,426 
Stock-based compensation expense2,473 3,832 
Deferred income tax expense (benefit)4,750 (3,433)
Amortization of intangibles981 968 
Amortization of debt issuance costs592 459 
Amortization and accretion of debt428 319 
Loss on extinguishment of debt23,807 
Net loss on divestitures, disposals and impairment charges19,855 1,558 
Gain on insurance reimbursements(54)— 
Other19 — 
Changes in operating assets and liabilities that provided (required) cash:
Accounts and preneed receivables(436)(4,387)
Inventories, prepaid and other current assets3,241 (266)
Intangible and other non-current assets(776)(887)
Preneed funeral and cemetery trust investments(2,781)(23,355)
Accounts payable1,155 (845)
Accrued and other liabilities9,770 9,643 
Deferred preneed funeral and cemetery revenue1,319 3,587 
Deferred preneed funeral and cemetery receipts held in trust3,438 21,975 
Net cash provided by operating activities67,822 69,699 
Cash flows from investing activities:
Acquisition of businesses and real estate(28,011)(3,285)
Proceeds from divestitures and sale of other assets7,416 4,375 
Proceeds from insurance reimbursements97 2,946 
Capital expenditures(10,034)(15,252)
Net cash used in investing activities(30,532)(11,216)
Cash flows from financing activities:
Borrowings from the credit facility89,300 154,968 
Payments against the credit facility(117,100)(115,268)
Payment of call premium for the redemption of the senior notes due 2026— (19,876)
Payment of debt issuance and transaction costs (78)(6,554)
Conversions and maturity of the convertible subordinated notes due 2021(4,563)(3,980)
Payments on acquisition debt and obligations under finance leases(1,060)(658)
Payments on contingent consideration recorded at acquisition date(169)(461)
Proceeds from the exercise of stock options and employee stock purchase plan contributions921 2,107 
Taxes paid on restricted stock vestings and exercises of stock options(281)(1,433)
Dividends paid on common stock(4,251)(5,390)
Purchase of treasury stock— (61,739)
Net cash used in financing activities(37,281)(58,284)
Net increase in cash and cash equivalents199 
Cash and cash equivalents at beginning of year716 889 
Cash and cash equivalents at end of year$725 $1,088 
                            24




NON-GAAP FINANCIAL MEASURES
This press release uses Non-GAAP financial measures to present the financial performance of the Company. Our non-GAAP reporting provides a transparent framework of our operating and financial performance that reflects the earning power of the Company as an operating and consolidation platform.
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 to compare our results to previous periods, to provide insight into the underlying long-term performance trends in our business and to provide the opportunity to differentiate ourselves as the best consolidation platform in the industry against the performance of other funeral and cemetery companies.
Reconciliations of the Non-GAAP financial measures to GAAP measures are also provided in this press release.
The term “same store” refers to funeral homes and cemeteries acquired prior to January 1, 2017 and owned and operated for the entirety of each period being presented, excluding certain funeral home and cemetery businesses that we intend to divest. The term “acquired” or “acquisition” refers to funeral homes and cemeteries purchased after December 31, 2016, excluding any funeral home and cemetery businesses that we intend to divest.
The Non-GAAP financial measures used in this press release and the definitions of them used by the Company for our internal management purposes in this press release are described below.
Special Items are defined as charges or credits included in our GAAP financial statements that can vary from period to period and are not reflective of costs incurred in the ordinary course of our operations. In 2020, Special Items are taxed at the federal statutory rate of 21.0%, except the Net (Gain) Loss on Divestitures and Other Costs and the Net Impact of Impairment of Goodwill and Other, which are taxed at the operating tax rate in the respective quarter. In Q1 2021, Special Items are taxed at the federal statutory rate of 21.0%, except the Net (Gain) Loss on Divestitures and Other Costs, which are taxed at the operating tax rate. In Q2 and Q3 2021, all Special Items are taxed at the operating tax rate and include adjustments to reflect prior quarter Special Items at the operating tax rate on year-to-date basis. The Accretion of Discount on Convertible Subordinated Notes and the Tax Adjustment Related to Certain Discrete Items are not tax effected.
Adjusted Net Income is defined as net income after adjustments for Special Items that we believe do not directly reflect our core operations and may not be indicative of our normal business operations.
Adjusted Net Income Margin is defined as Adjusted Net Income as a percentage of total revenue.
Consolidated EBITDA is defined as net income before income taxes, interest expenses, non-cash stock compensation, depreciation and amortization, and interest income and other, net.
Consolidated EBITDA Margin is defined as Consolidated EBITDA as a percentage of total revenue.
Adjusted Consolidated EBITDA is defined as Consolidated EBITDA after adjustments for Special Items that we believe do not directly reflect our core operations and may not be indicative of our normal business operations.
Adjusted Consolidated EBITDA Margin is defined as Adjusted Consolidated EBITDA as a percentage of total revenue.
Adjusted Free Cash Flow is defined as cash flow provided by operating activities, adjusted by Special Items as deemed necessary, less cash for maintenance capital expenditures.
Adjusted Free Cash Flow Margin is defined as Adjusted Free Cash Flow as a percentage of total revenue.
                            25




Funeral Field EBITDA is defined as funeral operating income, excluding depreciation and amortization, regional and unallocated costs, gain/loss on divestitures and impairment charges, Financial EBITDA, Ancillary EBITDA and Divested/Planned Divested EBITDA related to the Funeral Home segment.
Funeral Field EBITDA Margin is defined as Funeral Field EBITDA as a percentage of total funeral operating revenue.
Cemetery Field EBITDA is defined as cemetery operating income, excluding depreciation and amortization, regional and unallocated costs, gain/loss on divestitures and impairment charges, Financial EBITDA and Divested/Planned Divested EBITDA related to the Cemetery segment.
Cemetery Field EBITDA Margin is defined as Cemetery Field EBITDA as a percentage of total cemetery operating revenue.
Preneed Cemetery Property Sales is defined as cemetery property sold prior to death.
Cemetery Sales Production is defined as all cemetery property, including merchandise and services, sold prior to death and at the time of death.
Funeral Financial EBITDA is defined as Funeral Financial Revenue (preneed funeral insurance commissions and preneed funeral trust and insurance) less the related expenses. Funeral Financial Revenue and the related expenses are presented within Other Revenue and Other Expenses, respectively, on the Condensed Consolidated Statement of Operations.
Funeral Financial EBITDA Margin is defined as Funeral Financial EBITDA as a percentage of Funeral Financial Revenue.
Cemetery Financial EBITDA is defined as Cemetery Financial Revenue (preneed cemetery trust earnings and preneed cemetery finance charges) less the related expenses. Cemetery Financial Revenue and the related expenses are presented within Other Revenue and Other Expenses, respectively, on the Condensed Consolidated Statement of Operations.
Cemetery Financial EBITDA Margin is defined as Cemetery Financial EBITDA as a percentage of Cemetery Financial Revenue.
Total Financial Revenue is the sum of Funeral Financial Revenue (preneed funeral insurance commissions and preneed funeral trust and insurance) and Cemetery Financial Revenue (preneed cemetery trust earnings and preneed cemetery finance charges).
Total Financial EBITDA is the sum of Funeral Financial EBITDA and Cemetery Financial EBITDA.
Total Financial EBITDA Margin is defined as Total Financial EBITDA as a percentage of Funeral Financial Revenue and Cemetery Financial Revenue.
Ancillary Revenue is defined as revenues from our ancillary businesses, which include a flower shop, pet cremation business and online cremation business. Ancillary Revenue and the related expenses are presented within Other Revenue and Other Expenses, respectively, on the Condensed Consolidated Statement of Operations.
Ancillary EBITDA is defined as Ancillary Revenue, less expenses related to our ancillary businesses noted above.
Ancillary EBITDA Margin is defined as Ancillary EBITDA as a percentage of Ancillary Revenue.
Divested/Planned Divested Revenue is defined as revenues from certain funeral home and cemetery businesses that we have divested and intend to divest.
Divested/Planned Divested EBITDA is defined as Divested/Planned Divested Revenue, less field level and financial expenses related to the divested/planned divested businesses noted above.
Divested/Planned Divested EBITDA Margin is defined as Divested/Planned Divested EBITDA as a percentage of Divested/Planned Divested Revenue.
Total Field EBITDA is the sum of Funeral Field EBITDA, Cemetery Field EBITDA, Total Financial EBITDA, Ancillary EBITDA and Divested/Planned Divested EBITDA.
                            26




Total Field EBITDA Margin is defined as Total Field EBITDA as a percentage of total revenue.
Adjusted Basic Earnings Per Share (EPS) is defined as GAAP basic earnings per share, adjusted for Special Items.
Adjusted Diluted Earnings Per Share (EPS) is defined as GAAP diluted earnings per share, adjusted for Special Items.
Total Debt Outstanding is defined as indebtedness under our bank credit facility, Senior Notes due 2029, acquisition debt and finance leases.
Total Debt to EBITDA Multiple/Ratio is defined as Total Debt Outstanding to Adjusted Consolidated EBITDA.
Funeral Field EBITDA and Cemetery Field EBITDA
Our operations are reported in two business segments: Funeral Home Operations and Cemetery Operations. Our Field level results highlight trends in volumes, Revenue, Field EBITDA (the individual business’ cash earning power/locally controllable business profit) and Field EBITDA Margin (the individual business’ controllable profit margin).
Funeral Field EBITDA and Cemetery Field EBITDA are defined above. Funeral and Cemetery Operating Income is defined as Revenue less “Field costs and expenses” — a line item encompassing these areas of costs: i) Funeral and cemetery field costs, ii) Field depreciation and amortization expense, iii) Regional and unallocated funeral and cemetery costs, and iv) Gain/loss on divestitures, disposals and impairment charges. Funeral and cemetery field costs include cost of service, funeral and cemetery merchandise costs, operating expenses, labor and other related expenses incurred at the business level.
Regional and unallocated funeral and cemetery costs presented in our GAAP statement consist primarily of salaries and benefits of our Regional leadership, incentive compensation opportunity to our Field employees and other related costs for field infrastructure. These costs, while necessary to operate our businesses as currently operated within our unique, decentralized platform, are not controllable operating expenses at the Field level as the composition, structure and function of these costs are determined by executive leadership in the Houston Support Center. These costs are components of our overall overhead platform presented within Consolidated EBITDA and Adjusted Consolidated EBITDA. We do not directly or indirectly “push down” any of these expenses to the individual business’ field level margins.
We believe that our “Regional and unallocated funeral and cemetery costs” are necessary to support our decentralized, high performance culture operating framework, and as such, are included in Consolidated EBITDA and Adjusted Consolidated EBITDA, which more accurately reflects the cash earning power of the Company as an operating and consolidation platform.
Consolidated EBITDA and Adjusted Consolidated EBITDA
Consolidated EBITDA and Adjusted Consolidated EBITDA are defined above. Our Adjusted Consolidated EBITDA include adjustments for Special Items that we believe do not directly reflect our core operations and may not be indicative of our normal business operations.
How These Measures Are Useful
When used in conjunction with GAAP financial measures, our Total Field EBITDA, Consolidated EBITDA and Adjusted Consolidated EBITDA are supplemental measures of operating performance that we believe are useful measures to facilitate comparisons to our historical consolidated and business level performance and operating results.
                            27




We believe our presentation of Adjusted Consolidated EBITDA, a key metric used internally by our management, provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because it excludes items that may not be indicative of our ongoing operating performance.
Limitations of the Usefulness of These Measures
Our Total Field EBITDA, Consolidated EBITDA and Adjusted Consolidated EBITDA are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation. Our presentation is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Funeral Field EBITDA, Cemetery Field EBITDA, Funeral Financial EBITDA, Cemetery Financial EBITDA, Ancillary EBITDA and Divested/Planned Divested EBITDA are not consolidated measures of profitability.
Funeral and Cemetery Field EBITDA excludes certain costs presented in our GAAP statement that we do not allocate to the individual business’ field level margins, as noted above. A reconciliation to Funeral and Cemetery Operating Income, the most directly comparable GAAP measure, is set forth below.
Consolidated EBITDA excludes certain items that we believe do not directly reflect our core operations and may not be indicative of our normal business operations. A reconciliation to Net Income, the most directly comparable GAAP measure, is set forth below.
Therefore, these measures may not provide a complete understanding of our performance and should be reviewed in conjunction with our GAAP financial measures. Carriage Services strongly encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.



                            28




RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
This press release includes the use of certain financial measures that are not GAAP measures. The Non-GAAP financial measures are presented for additional information and are reconciled to their most comparable GAAP measures, all of which are reflected in the tables below.
Reconciliation of Net Income (Loss) to Adjusted Net Income (in thousands):
3RD QTR 2020
4TH QTR 2020
1ST QTR 2021
2ND QTR 2021
3RD QTR 2021
Net Income (Loss)$5,525 $8,365 $12,933 $(6,167)$13,046 
Special Items
Acquisition Expenses— (170)— — — 
Severance and Separation Costs— — 1,575 — — 
Performance Awards Cancellation and Exchange108 108 — — — 
Accretion of Discount on Convertible Subordinated Notes(1)
69 16 20 — — 
Loss on Extinguishment of Debt— — — 23,807 — 
Net (Gain) Loss on Divestitures and Other Costs4,917 1,947 (308)205 282 
Net Impact of Impairment of Goodwill and Other— 183 — — 500 
Disaster Recovery and Pandemic Costs340 315 894 145 1,002 
Other Special Items(60)— — 1,334 1,020 
Tax Adjustment Related to Certain Discrete Items (1)
— 400 — — — 
    Sum of Special Items 5,374 2,799 2,181 25,491 2,804 
Tax Effect on Special Items(2)
1,755 743 424 7,457 738 
Adjusted Net Income$9,144 $10,421 $14,690 $11,867 $15,112 
(1)
The Accretion of Discount on Convertible Subordinated Notes and the Tax Adjustment Related to Certain Discrete Items are not tax effected.
(2)In 2020, Special Items are taxed at the federal statutory rate of 21.0%, except the Net (Gain) Loss on Divestitures and Other Costs and the Net Impact of Impairment of Goodwill and Other, which are taxed at the operating tax rate in the respective quarter. In Q1 2021, Special Items are taxed at the federal statutory rate of 21.0%, except the Net (Gain) Loss on Divestitures and Other Costs, which are taxed at the operating tax rate. In Q2 and Q3 2021, all Special Items are taxed at the operating tax rate and include adjustments to reflect prior quarter Special Items at the operating tax rate on year-to-date basis.



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Reconciliation of Net Income (Loss) to Consolidated EBITDA, Adjusted Consolidated EBITDA (in thousands) and Adjusted Consolidated EBITDA Margin:
3RD QTR 2020
4TH QTR 2020
1ST QTR 2021
2ND QTR 2021
3RD QTR 2021
Net Income (Loss)$5,525 $8,365 $12,933 $(6,167)$13,046 
Total Expense (Benefit) for Income Taxes2,859 4,394 5,641 (4,192)5,122 
Income (Loss) Before Income Taxes$8,384 $12,759 $18,574 $(10,359)$18,168 
Interest Expense8,007 7,728 7,584 7,478 5,076 
Accretion of Discount on Convertible Subordinated Notes69 16 20 — — 
Non-Cash Stock Compensation927 897 1,308 1,230 1,294 
Depreciation & Amortization5,033 5,109 4,942 5,594 4,950 
Loss on Extinguishment of Debt— — 23,807 — 
Net (Gain) Loss on Divestitures 4,917 1,832 (308)205 282 
Impairment of Goodwill and Other— — — — 500 
Net Loss on Disposal of Fixed Assets— — — 622 76 
Other, Net28 (186)68 (2)21 
Consolidated EBITDA $27,371 $28,155 $32,188 $28,575 $30,367 
Adjusted For:
Acquisition Expenses— (170)— — — 
Severance and Separation Costs— — 1,575 — — 
Disaster Recovery and Pandemic Costs340 315 894 145 1,002 
Other Special Items(45)— — — 1,020 
Adjusted Consolidated EBITDA $27,666 $28,300 $34,657 $28,720 $32,389 
Revenue$84,393 $90,088 $96,637 $88,277 $95,041 
Adjusted Consolidated EBITDA Margin32.8%31.4%35.9%32.5%34.1%
Reconciliation of Funeral and Cemetery Operating Income to Funeral and Cemetery Field EBITDA (in thousands):
3RD QTR 2020
4TH QTR 2020
1ST QTR 2021
2ND QTR 2021
3RD QTR 2021
Funeral Operating Income (GAAP)$13,975 $19,467 $25,876 $16,604 $22,924 
Depreciation & Amortization2,885 2,862 2,769 2,766 2,761 
Regional & Unallocated Costs3,859 5,375 4,569 4,023 4,907 
Net (Gain) Loss on Divestitures, Disposals and Impairment Charges4,917 1,832 (308)791 763 
Less:
Funeral Financial EBITDA(2,130)(2,171)(2,261)(1,888)(1,960)
Ancillary EBITDA
(292)(278)(242)(274)(274)
Funeral Divested/Planned Divested EBITDA(369)(240)(107)(96)(187)
Funeral Field EBITDA$22,845 $26,847 $30,296 $21,926 $28,934 

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3RD QTR 2020
4TH QTR 2020
1ST QTR 2021
2ND QTR 2021
3RD QTR 2021
Cemetery Operating Income (GAAP)$8,982 $8,419 $9,493 $11,498 $9,471 
Depreciation & Amortization1,819 1,885 1,884 2,551 1,914 
Regional & Unallocated Costs872 1,478 1,504 1,747 1,905 
Net Loss on Divestitures, Disposals and Impairment Charges— — — 34 
Less:
Cemetery Financial EBITDA(3,152)(2,752)(3,044)(3,170)(3,265)
Cemetery Divested/Planned Divested EBITDA(25)(1)(31)(16)(19)
Cemetery Field EBITDA$8,496 $9,029 $9,806 $12,644 $10,012 
Components of Total Field EBITDA (in thousands):
3RD QTR 2020
4TH QTR 2020
1ST QTR 2021
2ND QTR 2021
3RD QTR 2021
Funeral Field EBITDA$22,845 $26,847 $30,296 $21,926 $28,934 
Cemetery Field EBITDA8,496 9,029 9,806 12,644 10,012 
Funeral Financial EBITDA2,130 2,171 2,261 1,888 1,960 
Cemetery Financial EBITDA3,152 2,752 3,044 3,170 3,265 
Ancillary EBITDA
292 278 242 274 274 
Funeral Divested/Planned Divested EBITDA369 240 107 96 187 
Cemetery Divested/Planned Divested EBITDA25 31 16 19 
Total Field EBITDA$37,309 $41,318 $45,787 $40,014 $44,651 
Reconciliation of Funeral and Cemetery Operating Income to Funeral and Cemetery Field EBITDA (in thousands):
Nine Months Ended September 30,
20202021
Funeral Operating Income (GAAP)$38,155 $65,404 
Depreciation & Amortization8,724 8,296 
Regional & Unallocated Costs8,973 13,499 
Net (Gain) Loss on Divestitures, Disposals and Impairment Charges19,610 1,246 
Less:
Funeral Financial EBITDA(6,094)(6,109)
Ancillary EBITDA
(908)(790)
Funeral Divested/Planned Divested EBITDA(1,829)(390)
Funeral Field EBITDA$66,631 $81,156 
Nine Months Ended September 30,
20202021
Cemetery Operating Income (GAAP)$18,440 $30,462 
Depreciation & Amortization4,491 6,349 
Regional & Unallocated Costs2,231 5,156 
Net Loss on Divestitures, Disposals and Impairment Charges— 40 
Less:
Cemetery Financial EBITDA(7,540)(9,479)
Cemetery Divested/Planned Divested EBITDA(23)(66)
Cemetery Field EBITDA$17,599