Item 2. Management’s Discussion and Analysis
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
General
Carriage Services, Inc. (“Carriage,” the “Company,” “we,” “us,” or “our”) was incorporated in the State of Delaware in December 1993 and is a leading U.S. provider of funeral and cemetery services and merchandise. We operate in two business segments: Funeral Home Operations, which currently account for approximately 80% of our revenue, and Cemetery Operations, which currently account for approximately 20% of our revenue.
At June 30, 2020 , we operated 186 funeral homes in 29 states and 32 cemeteries in 11 states. We compete with other publicly held and independent operators of funeral and cemetery companies. We believe we are a market leader in most of our markets.
Our funeral homes offer a complete range of high value personal services to meet a family’s funeral needs, including consultation, the removal and preparation of remains, the sale of caskets and related funeral merchandise, the use of funeral home facilities for visitation and remembrance services and transportation services. Our cemeteries provide interment rights (grave sites and mausoleum spaces) and related merchandise, such as markers and outer burial containers. We provide funeral and cemetery services and products on both an “atneed” (time of death) and “preneed” (planned prior to death) basis.
Recent Developments
Credit Facility
On May 18, 2020, we received a waiver under our Credit Facility for the failure to comply with the Total Leverage Ratio covenant for the fiscal quarter ended March 31, 2020. In connection with the waiver, the Credit Facility was also amended to increase the interest rate margin applicable to borrowings by up to 0.625% at each pricing level based on the Total Leverage Ratio. We are in compliance with the total leverage ratio, fixed charge coverage ratio and senior secured leverage ratio covenants contained in our Credit Facility as of June 30, 2020.
Dividend Increase
On May 19, 2020, the Board of Directors (the “Board”) approved an increase of $0.05 to our annual dividend beginning with the next dividend declaration in the third quarter. The annual dividend is now $0.35 per share.
Performance Awards
On May 19, 2020, we cancelled all the Performance Awards previously awarded to all individuals in 2019 and 2020 and the Compensation Committee of the Board approved a new Performance Award Agreement (the “New Agreement”) for certain eligible employees. Pursuant to the New Agreement, the target share awards for each of the eligible employees will vest on December 31, 2024 if the Company’s common stock reaches one of five pre-determined growth targets for a sustained period beginning on the grant date of May 19, 2020 and ending on December 31, 2024.
Executive Leadership Changes
On June 25, 2020, William W. Goetz resigned as President and Chief Operating Officer effective June 26, 2020. Mr. Goetz further agreed to resign from his position as a director on the Board, also effective as of June 26, 2020. The resignation was not the result of any disagreement Mr. Goetz had with the Company on any matter relating to the Company’s operations, policies, and practices.
On June 25, 2020, Carlos Quezada joined the Company as Vice President of Cemetery Sales and Marketing. His primary responsibilities include building High Performance sales teams and standardized sales systems across our portfolio of cemetery businesses. Prior to joining Carriage, Mr. Quezada was a Managing Director for another publicly traded deathcare company. He also has held prior leadership roles in sales and operations in the deathcare and hospitality industries.
Executive Management reduction in base salaries
On April 19, 2020, the Company initiated measures to address potential future challenges from the COVID-19 pandemic. These measures included cost reduction efforts, including, among other things, a temporary reduction in the base salaries for the Company’s executive officers. The Compensation Committee of the Board approved the temporary reductions in compensation.
On June 26, 2020, the Compensation Committee of the Board voted to reinstate the 2020 annual base salaries for the executive officers back to 100% due to the Company’s performance. The reinstatement of 2020 annual base salaries is effective as of June 28, 2020. The annual base salary reductions for the Company’s executive officers from April 19, 2020 through June 27, 2020 have been treated as a temporary pay cut, and the lost wages from that time period will not be paid.
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Board of Directors reduction in retainer fees
On April 23, 2020, the Board approved a temporary reduction of the quarterly retainer for our non-employee directors from $35,000 per quarter to $29,750 per quarter (or 15%) effective April 19, 2020.
On June 26, 2020, the Board voted to reinstate the compensation fees back to 100%, effective as of June 28, 2020.
Business Impact under the Macroeconomic Environment of COVID-19
On March 11, 2020, COVID-19 was deemed a global pandemic and since then, the Company has continued to proactively monitor and assess the pandemic’s current and potential impact to the Company’s operations. Since early March, the Company’s senior leadership team has taken certain steps to assist our businesses in appropriately adjusting and adapting to the conditions resulting from the COVID-19 pandemic. Our businesses have been designated as essential services and, therefore, each one of the Company’s business locations remains open and ready to provide service to their communities in this time of need. While our businesses provide an essential public function, along with a critical responsibility to the communities and families they serve, the health and safety of our employees and the families we serve remain our top priority. The Company has taken additional steps during this time to continually review and update our processes and procedures to comply with all regulatory mandates and procure additional supplies to ensure that each of our businesses have appropriate personal protective equipment to provide these essential services. Additionally, in many of our business locations, we have also updated staffing and service guidelines, such as reducing the number of team members present for a service, restricting the size and number of attendees and adjusting other operating procedures. The Company has also implemented additional safety and precautionary measures as it concerns our businesses’ day-to-day interaction with the families and communities they serve.
The overall impact of the macroeconomic environment to the deathcare industry from COVID-19 may provide varying results as compared to other industries. Our industry’s revenues are impacted by various factors, including the number of funeral services performed, the average price for a service and the mix of traditional burial versus cremation contracts. Changes in the macroeconomic environment as a result of the pandemic may not necessarily impact volume, but could create situations where people choose to spend less on funerals by purchasing less expensive caskets, minimize the scale of services and visitations, or elect not to make a preneed funeral or cemetery arrangement. During this time, our businesses have been focused on being innovative and resourceful, providing some type of immediate service as part of the grieving process. Gathering and travel restrictions across many areas of the country have limited our ability to provide large, in-person memorialization services and we have seen client families elect webcasting and livestreaming services, hold services with smaller attendance or rotating visitors, or in some cases, choose to delay services to a future date. We have also offered various incentives to our customers and sales counselors to continue to foster sales in our cemeteries.
Within our financial reporting environment, we have considered various areas that could affect the results of our operations, though the scope, severity and duration of these impacts remain uncertain at this time because the COVID-19 pandemic is continually evolving and the ultimate impact of COVID-19 remains uncertain. Certain estimates inherently involve assumptions about future events and annual results, making reliable estimates for those matters challenging in periods of economic instability. We do not believe we are vulnerable to certain concentrations, whether by geographic area, revenue for specific products or our relationships with our vendors. Our relationships with our vendors and suppliers have remained consistent and we continue to receive utmost service. Remote working arrangements have not adversely affected our ability to maintain and support operations, including financial reporting systems, internal controls over financial reporting, and disclosure controls and procedures.
We believe our access to capital, the cost of our capital, or the sources and uses of our cash should be relatively consistent in the near term, but given the unprecedented nature of COVID-19, we also believe, it is prudent for us to take a broad-based approach to ensuring we maintain financial flexibility throughout the expected duration of the pandemic. We have, as part of a larger plan, taken steps to reduce overall expenses throughout the rest of 2020. For example, discretionary spending, such as growth capital expenditures (primarily cemetery inventory development) will be tightly managed and minimized during this time. Moreover, our executive officers and non-employee directors voluntarily agreed to temporary reductions in salary compensation from April 19, 2020 through June 28, 2020 (see above herein). While the expected duration of the pandemic is unknown, we have not currently experienced any material impacts to our liquidity position, access to capital, or cash flows as a result of COVID-19. See Liquidity within Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for additional information related to our liquidity position.
We have also applied certain measures of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, which we anticipate should provide a cash benefit in the form of a tax payment refund, tax credits related to employee retention, cash deferral for the employer portion of the Social Security tax and anticipated minimal cash taxes for 2020. Although we expect to take advantage of certain tax relief provisions of the CARES Act, we do not believe it will have a significant impact on our short-term or long-term liquidity position. See Item 1, Financial Statements and Supplementary Data, Note 1 for additional information related to the CARES Act.
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The COVID-19 pandemic, and related gathering restrictions issued by state and local officials, did impact, while not material, aspects of our financial results in the second quarter and year to date, including revenue, volume, preneed cemetery sales, and average revenue per contract. We will continue to assess these impacts and implement appropriate procedures, plans, strategy, and issue any disclosures that may be required, as the situation surrounding the pandemic and related gathering restrictions evolves.
Funeral Home Operations
Our funeral homes offer a complete range of high value personal services to meet a family’s funeral needs, including consultation, the removal and preparation of remains, the sale of caskets and related funeral merchandise, the use of funeral home facilities for visitation and remembrance services and transportation services. Factors affecting our funeral operating results include, but are not limited to: demographic trends relating to population growth and average age, which impact death rates and number of deaths; establishing and maintaining leading market share positions supported by strong local heritage and relationships; effectively responding to increasing cremation trends by selling complementary services and merchandise; controlling salary and merchandise costs; and exercising pricing leverage to increase average revenue per contract.
Cemetery Operations
Our cemeteries provide interment rights (grave sites and mausoleum spaces) and related merchandise, such as markers and outer burial containers both on an atneed and preneed basis. Factors affecting our cemetery operating results include, but are not limited to: the size and success of our sales organization; local perceptions and heritage of our cemeteries; our ability to adapt to changes in the economy and consumer confidence; and our response to fluctuations in capital markets and interest rates, which affect investment earnings on trust funds, finance charges on installment contracts and our securities portfolio within the trust funds.
Business Strategy
Our business strategy is based on strong, local leadership with entrepreneurial principles that is focused on sustainable long-term market share, revenue, and profitability growth in each local business. We believe Carriage has the most innovative operating model in the funeral and cemetery industry, which we are able to achieve through a decentralized, high-performance culture and operating framework linked with incentive compensation programs that attract top-quality talent to our organization.
Our Mission Statement states that “we are committed to being the most professional, ethical and highest quality funeral and cemetery service organization in our industry” and our Guiding Principles state our core values, which are comprised of:
•
Honesty, Integrity and Quality in All That We Do
•
Hard work, Pride of Accomplishment, and Shared Success Through Employee Ownership
•
Belief in the Power of People Through Individual Initiative and Teamwork
•
Outstanding Service and Profitability Go Hand-in-Hand
•
Growth of the Company Is Driven by Decentralization and Partnership
Our five Guiding Principles collectively embody our Being The Best high-performance culture, operating framework. Our operations and business strategy are built upon the execution of the following three models:
•
Standards Operating Model
•
4E Leadership Model
•
Strategic Acquisition Model
Our belief in our Mission Statement and Guiding Principles that define us and proper execution of the following three models that define our strategy, have given us the competitive advantage in any market in which we compete. We believe that we can execute our three models without proportionate incremental investment in our consolidation platform infrastructure and without additional fixed regional and corporate overhead. This gives us a competitive advantage that is evidenced by the sustained earning power of our portfolio as defined by our EBITDA margin.
Standards Operating Model
Our Standards Operating Model is focused on growing local market share, providing personalized high-value services to our client families and guests, and operating financial metrics that drive long-term, sustainable revenue growth and improved earning power of our portfolio of businesses by employing leadership and entrepreneurial principles that fit the nature of our high-value personal service business. Standards Achievement is the measure by which we judge the success of each business and incentivize our local managers and their teams. Our Standards Operating Model is not designed to produce maximum short-term
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earnings because we believe such performance is unsustainable and will ultimately stress the business, which very often leads to declining market share, revenue and earnings.
4E Leadership Model
Our 4E Leadership Model requires strong local leadership in each business to grow an entrepreneurial, decentralized, high-value, personal service and sales business at sustainable profit margins. Our 4E Leadership Model is based upon principles established by the late Jack Welch during his tenure at General Electric, and is based upon 4E qualities essential to succeed in a high-performance culture: Energy to get the job done; the ability to Energize others; the Edge necessary to make difficult decisions; and the ability to Execute and produce results. To achieve a high level within our Standards in a business year after year, we require local Managing Partners that have the 4E Leadership skills to entrepreneurially grow the business by hiring, training and developing highly motivated and productive local teams.
Strategic Acquisition Model
Our Standards Operating Model led to the development of our Strategic Acquisition Model, which guides our acquisition strategy. We believe that both models, when executed effectively, will drive long-term, sustainable increases in market share, revenue, earnings and cash flow. We believe a primary driver of higher revenue and profits in the future will be the execution of our Strategic Acquisition Model using strategic ranking criteria to assess acquisition candidates. As we execute this strategy over time, we expect to acquire larger, higher margin strategic businesses.
We have learned that the long-term growth or decline of a local branded funeral and cemetery business is reflected by several criteria that correlate strongly with five to ten year performance in volumes (market share), revenue and sustainable field-level earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins (a non-GAAP measure). We use criteria such as cultural alignment, volume and price trends, size of business, size of market, competitive standing, demographics, strength of brand and barriers to entry to evaluate the strategic position of potential acquisition candidates. Our financial valuation of the acquisition candidate is then determined through the application of an appropriate after-tax cash return on investment that exceeds our cost of capital.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary sources of liquidity and capital resources are internally generated cash flows from operating activities and availability under our Credit Facility.
We generate cash in our operations primarily from atneed sales and delivery of preneed sales. We also generate cash from earnings on our cemetery perpetual care trusts. Based on our recent operating results, current cash position, steps taken to reduce overall expenses throughout the rest of 2020, and anticipated future cash flows, we do not anticipate any significant liquidity constraints in the foreseeable future. However, if our capital expenditures, acquisition or divestiture plans, or business impacts from the pandemic change, we may need to access the capital markets to obtain additional funding. Further, to the extent operating cash flow or access to and cost of financing sources are materially different than expected, future liquidity may be adversely affected. For additional information regarding known material factors that could cause cash flow or access to and cost of finance sources to differ from our expectations, please read (i) Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and (ii) Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 .
Our plan is to remain focused on integrating our newly acquired businesses and to use cash on hand and borrowings under our Credit Facility primarily for general corporate purposes and for payment of dividends and our debt obligations. Discretionary spending, such as internal growth projects and expenditures (primarily cemetery inventory development, along with funeral home expansion projects) will be tightly managed and minimized during the remainder of 2020. We also expect increased divestiture activity for the next 12-18 months which we anticipate will yield approximately $15 million of additional cash from the proceeds of the sale. From time to time we may also use available cash resources (including borrowings under our Credit Facility) to, subject to satisfying certain financial covenants in our Credit Facility, repurchase shares of our common stock and our remaining 2.75% convertible subordinated notes due 2021 (“Convertible Notes”) in open market or privately negotiated transactions. We have the ability to draw on our Credit Facility, subject to its customary terms and conditions.
As of June 30, 2020 , we have net unrealized losses of $10.8 million in our trusts. At June 30, 2020 , these net unrealized losses represented 4% of our original cost basis of $242.1 million . The decline in fair value is largely due to changes in interest rates and other market conditions as a result of COVID-19. Our investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. In addition, we do not intend to sell and it is likely that we will not be required to sell the securities prior to their anticipated recovery. Changes in unrealized gains and/or losses related to these securities are reflected in Other comprehensive income and offset by the Deferred preneed funeral and cemetery receipts held in
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trust and Care trusts’ corpus interests in those unrealized gains and/or losses. There is no impact on earnings until such time that the loss is realized in the trusts, allocated to the preneed contracts and the services are performed or the merchandise is delivered, causing the contract to be withdrawn from the trust in accordance with state regulations.
We rely on our trust investments to provide funding for the various contractual obligations that arise upon maturity of the underlying preneed contracts. Because of the long-term relationship between the establishment of trust investments and the required performance of the underlying contractual obligations, the impact of current market conditions that may exist at any given time is not necessarily indicative of our ability to generate profit on our future performance obligations.
In light of recent developments relating to COVID-19, we believe that our existing and anticipated cash resources will be sufficient to meet our anticipated working capital requirements, capital expenditures, scheduled debt payments, commitments and dividends for the next 12 months.
Cash Flows
We began 2020 with $0.7 million in cash and other liquid investments and ended the second quarter with $0.7 million . As of June 30, 2020 , we had borrowings of $89.7 million outstanding on our Credit Facility compared to $83.8 million as of December 31, 2019 .
The following table sets forth the elements of cash flow for the six months ended June 30, 2019 and 2020 (in thousands):
Six months ended June 30,
2019
2020
Cash at beginning of year
$
644
$
716
Net cash provided by operating activities
21,912
31,001
Acquisitions
—
(28,011
)
Net proceeds from the sale of other assets
100
78
Capital expenditures
(8,654
)
(5,786
)
Net cash used in investing activities
(8,554
)
(33,719
)
Net borrowings (payments) on our Credit Facility, acquisition debt and finance lease obligations
(3,410
)
5,221
Redemption of the Convertibles Notes
(27
)
—
Payment of debt issuance costs related to the Senior Notes
—
(66
)
Net proceeds from employee equity plans
763
390
Dividends paid on common stock
(2,725
)
(2,682
)
Purchase of treasury stock
(7,756
)
—
Other financing costs
(162
)
(169
)
Net cash provided by (used in) financing activities
(13,317
)
2,694
Cash at end of the period
$
685
$
692
Operating Activities
For the six months ended June 30, 2020 , cash provided by operating activities was $31.0 million compared to $21.9 million for the six months ended June 30, 2019 . The increase of $9.1 million is a reflection of the resilient cash generating ability of our portfolio of high-quality funeral home and cemetery operations. Our operating income (excluding the non-cash $14.7 million impairment charge of goodwill and tradenames recorded in the first quarter) increased $6.3 million in addition to other favorable working capital changes.
Investing Activities
Our investing activities, resulted in a net cash outflow of $33.7 million for the six months ended June 30, 2020 compared to $8.6 million for the six months ended June 30, 2019 , an increase of $25.1 million .
During the six months ended June 30, 2020 , we acquired a funeral home and cemetery combination business in Lafayette, California for $33.0 million in cash, of which $5.0 million was deposited in escrow in 2019 and $28.0 million was paid at closing in 2020. We also paid an additional $0.2 million for our acquisition of the cemetery business in Fairfax, Virginia to reimburse the sellers for certain incremental taxes resulting from the 338(h)(10) election under the Internal Revenue Code, which was offset by the receipt of $0.2 million in cash related to the sellers closing all operating bank accounts in place prior to the acquisition.
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For the six months ended June 30, 2020 , capital expenditures totaled $5.8 million compared to $8.7 million for the six months ended June 30, 2019 , a decrease of $2.9 million . The following tables present our growth and maintenance capital expenditures (in thousands):
Six months ended June 30,
2019
2020
Growth
Cemetery development
$
2,673
$
2,127
Renovations at certain businesses
1,727
319
Live streaming equipment
23
388
Other
56
54
Total growth expenditures
$
4,479
$
2,888
Maintenance
Facility repairs and improvements
$
922
$
694
Vehicles
1,179
634
General equipment and furniture
1,545
1,176
Paving roads and parking lots
362
181
Other
167
213
Total maintenance expenditures
$
4,175
$
2,898
Total capital expenditures
$
8,654
$
5,786
Financing Activities
Our financing activities resulted in a net cash inflow of $2.7 million for the six months ended June 30, 2020 compared to a net cash outflow of $13.3 million for the six months ended June 30, 2019 , an increase of $16.0 million . During the six months ended June 30, 2020 , we had net borrowings on our Credit Facility of $5.9 million and payments on our acquisition debt and finance leases of $0.7 million and paid $2.7 million in dividends.
During the six months ended June 30, 2019 , we had net payments on our Credit Facility of $2.5 million , payments on our acquisition debt and finance leases of $0.9 million , we paid $2.7 million in dividends and repurchased treasury stock for $7.8 million .
Dividends
During the six months ended June 30, 2019 and 2020 , our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):
2019
Per Share
Dollar Value
March 1 st
$
0.075
$
1,360
June 1 st
$
0.075
$
1,365
2020
Per Share
Dollar Value
March 1 st
$
0.075
$
1,339
June 1 st
$
0.075
$
1,343
On May 19, 2020, the Board approved an increase of $0.05 to our annual dividend beginning with the next dividend declaration in the third quarter.
Share Repurchases
During the six months ended June 30, 2020 , we did not repurchase any shares of common stock pursuant to our share repurchase program. At June 30, 2020 , we had approximately $25.6 million available for repurchases under our share repurchase program.
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Credit Facility, Lease Obligations and Acquisition Debt
The outstanding principal of our Credit Facility, lease obligations and acquisition debt at June 30, 2020 is as follows (in thousands):
June 30, 2020
Credit Facility
$
89,700
Finance leases
6,002
Operating leases
22,591
Acquisition debt
6,427
Total
$
124,720
Credit Facility
At June 30, 2020 , our Credit Facility was comprised of: (i) a $190.0 million revolving credit facility, including a $15.0 million subfacility for letters of credit and a $10.0 million swingline, and (ii) an accordion or incremental option allowing for future increases in the facility size by an additional amount of up to $75.0 million in the form of increased revolving commitments or incremental term loans. The final maturity of the Credit Facility will occur on May 31, 2023 .
The Credit Facility is secured by a first-priority perfected security interest in and lien on substantially all of the Company’s personal property assets and those of the Credit Facility Guarantors. In the event the Company’s actual Total Leverage Ratio is not at least 0.25 less than the required Total Leverage Ratio covenant level, at the discretion of the Administrative Agent, the Administrative Agent may unilaterally compel the Company and the Credit Facility Guarantors to grant and perfect first-priority mortgage liens on fee-owned real property assets which account for no less than 50% of funeral operations EBITDA.
As of June 30, 2020 , we were subject to the following financial covenants under our Credit Facility: (A) a Total Leverage Ratio not to exceed, (i) 5.75 to 1.00 for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020 and (ii) 5.50 to 1.00 for the quarter ended December 31, 2020 and each quarter ended thereafter, (B) a Senior Secured Leverage Ratio (as defined in the Credit Facility) not to exceed 2.00 to 1.00 as of the end of any period of four consecutive fiscal quarters, and (C) a Fixed Charge Coverage Ratio (as defined in the Credit Facility) of not less than 1.20 to 1.00 as of the end of any period of four consecutive fiscal quarters. These financial maintenance covenants are calculated for the Company and its subsidiaries on a consolidated basis.
On May 18, 2020, we received a waiver under our Credit Facility for the failure to comply with the Total Leverage Ratio covenant for the fiscal quarter ended March 31, 2020. In connection with the waiver, the Credit Facility was also amended to increase the interest rate margin applicable to borrowings by up to 0.625% at each pricing level based on the Total Leverage Ratio.
We were in compliance with the total leverage ratio, fixed charge coverage ratio and senior secured leverage ratio covenants contained in our Credit Facility as of June 30, 2020 .
We have one letter of credit outstanding under the Credit Facility issued on November 30, 2019 for approximately $2.0 million , which bears interest at 2.125% and will expire on November 25, 2020 . The letter of credit automatically renews annually and secures our obligations under our various self-insured policies. Outstanding borrowings under our Credit Facility bear interest at either a prime rate or a LIBOR rate, plus an applicable margin based upon our leverage ratio. As of June 30, 2020 , the prime rate margin was equivalent to 2.00% and the LIBOR rate margin was 3.00% . The weighted average interest rate on our Credit Facility was 3.6% and 3.9% for the three and six months ended June 30, 2020 , respectively. The weighted average interest rate on our Credit Facility was 3.9% and 4.0% for the three and six months ended June 30, 2019 , respectively.
The interest expense and amortization of debt issuance costs related to our Credit Facility during the three and six months ended June 30, 2019 and 2020 is as follows (in thousands):
Three months ended June 30,
Six months ended June 30,
2019
2020
2019
2020
Credit Facility interest expense
$
362
$
1,106
$
740
$
2,336
Credit Facility amortization of debt issuance costs
54
118
108
245
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Lease Obligations
Our lease obligations consist of operating and finance leases. We lease certain office facilities, certain funeral homes and equipment under operating leases with original terms ranging from one to nineteen years. Many leases include one or more options to renew, some of which include options to extend the leases for up to 26 years. We lease certain funeral homes under finance leases with original terms ranging from ten to forty years.
The lease cost related to our operating leases and short-term leases and depreciation expense and interest expense related to our finance leases during the three and six months ended June 30, 2019 and 2020 are as follows (in thousands):
Three months ended June 30,
Six months ended June 30,
2019
2020
2019
2020
Operating lease cost
$
942
$
954
$
1,862
$
1,911
Short-term lease cost
59
39
133
96
Finance lease cost:
Depreciation of lease right-of-use assets
$
131
$
109
$
263
$
218
Interest on lease liabilities
131
125
263
251
Acquisition Debt
Acquisition debt consists of deferred purchase price and promissory notes payable to sellers. A majority of the deferred purchase price and notes bear no interest and are discounted at imputed interest rates ranging from 7.3% to 10.0% . Original maturities range from five to twenty years .
The imputed interest expense related to our acquisition debt during the three and six months ended June 30, 2019 and 2020 is as follows (in thousands):
Three months ended June 30,
Six months ended June 30,
2019
2020
2019
2020
Acquisition debt imputed interest expense
$
161
$
124
$
329
$
251
Convertible Subordinated Notes due 2021
At June 30, 2020 , the principal amount of the liability component of our Convertible Notes was $6.3 million , the net carrying amount was $6.1 million and the carrying amount of the equity component was $0.8 million . The fair value of the Convertible Notes, which are Level 2 measurements, was $6.4 million at June 30, 2020 . The Convertible Notes are due in March 2021 and bear interest at 2.75% per year, which is payable semi-annually in arrears on March 15 and September 15 of each year.
The interest expense and accretion of debt discount and debt issuance costs related to our Convertible Notes during the three and six months ended June 30, 2019 and 2020 is as follows (in thousands):
Three months ended June 30,
Six months ended June 30,
2019
2020
2019
2020
Convertible Notes interest expense
$
44
$
43
$
87
$
87
Convertible Notes accretion of debt discount
59
66
117
131
Convertible Notes amortization of debt issuance costs
5
6
11
12
The remaining unamortized debt discount and the remaining unamortized debt issuance costs are being amortized using the effective interest method over the remaining term of approximately eight months of the Convertible Notes. The effective interest rate on the unamortized debt discount for both the three and six months ended June 30, 2019 and 2020 was 11.4% . The effective interest rate on the debt issuance costs for both three and six months ended June 30, 2019 and 2020 was 3.2% .
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Senior Notes due 2026
At June 30, 2020 , the principal amount of our Senior Notes was $400.0 million . The fair value of the Senior Notes, which are Level 2 measurements, was $419.9 million at June 30, 2020 . The Senior Notes are due on June 1, 2026 and bear interest at 6.625% per year, which is payable semi-annually in arrears on June 1 and December 1 of each year.
The interest expense and amortization of debt discount, debt premium and debt issuance costs related to our Senior Notes during the three and six months ended June 30, 2019 and 2020 is as follows (in thousands):
Three months ended June 30,
Six months ended June 30,
2019
2020
2019
2020
Senior Notes interest expense
$
5,383
$
6,625
$
10,766
$
13,250
Senior Notes amortization of debt discount
122
131
242
260
Senior Notes amortization of debt premium
—
55
—
109
Senior Notes amortization of debt issuance costs
34
69
68
136
The debt discount, the debt premium and the debt issuance costs are being amortized using the effective interest method over the remaining term of approximately 71 months of the Senior Notes. The effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the initial Senior Notes, which were issued in May 2018, for both the three and six months ended June 30, 2020 was 6.87% and 6.69% , respectively. The effective interest rate on the unamortized debt premium and the unamortized debt issuance costs for the additional Senior Notes, which were issued in December 2019, for both the three and six months ended June 30, 2020 was 6.20% and 6.90% , respectively.
FINANCIAL HIGHLIGHTS
Below are our financial highlights for the three months ended June 30, 2019 and 2020 (in thousands except for volumes and averages):
Three months ended June 30,
2019
2020
Revenue
$
67,752
$
77,477
Funeral contracts
9,366
11,737
Average revenue per funeral contract
$
5,557
$
4,908
Preneed interment rights (property) sold
2,056
2,338
Average price per preneed interment right sold
$
3,660
$
3,988
Gross profit
$
19,250
$
25,160
Net income
$
4,862
$
6,397
Revenue for the three months ended June 30, 2020 increased $9.7 million compared to the three months ended June 30, 2019 , as we experienced a 25.3% increase in total funeral contracts primarily due to the funeral home acquisitions made in the fourth quarter of 2019 and first quarter of 2020, offset by a decrease in the average revenue per funeral contract of 11.7% . In addition, we experienced an increase of 13.7% in the number of preneed interment rights (property) sold primarily due to the cemetery acquisitions made in the fourth quarter of 2019 and first quarter of 2020, as well as an increase in the average price per interment right sold of 9.0% .
Gross profit for the three months ended June 30, 2020 increased $5.9 million compared to the three months ended June 30, 2019 , primarily due to the increase in revenue from both our funeral home and cemetery segments due to the acquisitions made in the fourth quarter of 2019 and first quarter of 2020, as well as measures the Company has taken to control costs during the COVID-19 pandemic.
Net income for the three months ended June 30, 2020 increased $1.5 million compared to the three months ended June 30, 2019 , primarily due to the increase in gross profit, offset by the increase in interest expense related to our Senior Notes and Credit Facility.
- 48 -
Below are our financial highlights for the six months ended June 30, 2019 and 2020 (in thousands except for volumes and averages):
Six months ended June 30,
2019
2020
Revenue
$
136,833
$
154,967
Funeral contracts
19,247
23,230
Average revenue per funeral contract
$
5,597
$
5,069
Preneed interment rights (property) sold
3,518
4,206
Average price per preneed interment right sold
$
3,721
$
3,895
Gross profit
$
40,850
$
48,331
Net income
$
11,387
$
2,200
Revenue for the six months ended June 30, 2020 increased $18.1 million compared to the six months ended June 30, 2019 , as we experienced a 20.7% increase in total funeral contracts primarily due to the funeral home acquisitions made in the fourth quarter of 2019 and first quarter of 2020, offset by a decrease in the average revenue per funeral contract of 9.4% . In addition, we experienced an increase of 19.6% in the number of preneed interment rights (property) sold primarily due to the cemetery acquisitions made in the fourth quarter of 2019 and first quarter of 2020, as well as an increase of 4.7% in the average price per interment right sold.
Gross profit for the six months ended June 30, 2020 increased $7.5 million compared to the six months ended June 30, 2019 , primarily due to the increase in revenue from both our funeral home and cemetery segments due to the acquisitions made in the fourth quarter of 2019 and first quarter of 2020, as well as measures the Company has taken to control costs during the COVID-19 pandemic.
Net income for the six months ended June 30, 2020 decreased $9.2 million compared to the six months ended June 30, 2019 , primarily due to the $14.7 million impairment of goodwill and tradenames recorded in the first quarter and $4.2 million increase in interest expense related to our Senior Notes and Credit facility, offset by the $7.5 million increase in gross profit.
Further discussion of Revenue and the components of Gross profit for our funeral home and cemetery segments is presented herein under “– Results of Operations.”
Further discussion of General, administrative and other expenses, Home office depreciation and amortization expense, Interest expense, Income taxes and other components of income and expenses are presented herein under “– Other Financial Statement Items.”
- 49 -
REPORTING AND NON-GAAP FINANCIAL MEASURES
We also present our financial performance in our “Operating and Financial Trend Report” (“Trend Report”) as reported in our earnings release for the three and six months ended June 30, 2020 dated July 28, 2020 and discussed in the corresponding earnings conference call. This Trend Report is used as a supplemental financial statement by management and investors to compare our current financial performance with our previous results and with the performance of other companies. We do not intend for this information to be considered in isolation or as a substitute for other measures of performance prepared in accordance with United States generally accepted accounting principles (“GAAP”). The Trend Report is a non-GAAP statement that also provides insight into underlying trends in our business.
Below is a reconciliation of Net income (a GAAP measure) to Adjusted net income (a non-GAAP measure) for the three and six months ended June 30, 2019 and 2020 (in thousands):
Three months ended June 30,
Six months ended June 30,
2019
2020
2019
2020
Net income
$
4,862
$
6,397
$
11,387
$
2,200
Special items, net of tax (1)
Acquisition and divestiture expenses
—
36
—
126
Severance and separation costs
483
217
654
445
Performance awards cancellation and exchange
—
56
—
56
Accretion of discount on Convertible Notes (1)
60
66
117
131
Net impact of impairment of goodwill and other intangibles (2)
—
51
—
9,808
Litigation reserve
281
154
380
213
Natural disaster and pandemic costs
—
657
—
768
Other special items
—
371
—
371
Adjusted net income (3)
$
5,686
$
8,005
$
12,538
$
14,118
(1)
Special items are defined as charges or credits included in our GAAP financial statements that can vary from period to period and are not reflective of costs incurred in the ordinary course of our operations. Special Items are taxed at the federal statutory rate of 21% for the three and six months ended June 30, 2019 and 2020, except for the Accretion of the discount on the Convertible Notes, as this is a non-tax deductible item and the Net impact of impairment of goodwill and other intangibles (described below).
(2)
The Net impact of impairment of goodwill and other intangibles special item is net of the operating tax rate of 33.3%.
(3)
Adjusted net income is defined as Net income plus adjustments for Special items and other expenses or gains that we believe do not directly reflect our core operations and may not be indicative of our normal business operations.
Below is a reconciliation of Gross profit (a GAAP measure) to Operating profit (a non-GAAP measure) for the three and six months ended June 30, 2019 and 2020 (in thousands):
Three months ended June 30,
Six months ended June 30,
2019
2020
2019
2020
Gross profit
$
19,250
$
25,160
$
40,850
$
48,331
Cemetery property amortization
1,169
1,097
2,018
1,974
Field depreciation expense
3,059
3,247
6,144
6,537
Regional and unallocated funeral and cemetery costs
3,622
3,717
6,411
6,473
Operating profit (1)
$
27,100
$
33,221
$
55,423
$
63,315
(1)
Operating profit is defined as Gross profit less Cemetery property amortization, Field depreciation expense and Regional and unallocated funeral and cemetery costs.
- 50 -
Our operations are reported in two business segments: Funeral Home and Cemetery. Below is a breakdown of Operating profit (a non-GAAP measure) by Segment for the three and six months ended June 30, 2019 and 2020 (in thousands):
Three months ended June 30,
Six months ended June 30,
2019
2020
2019
2020
Funeral Home
$
20,420
$
25,552
$
43,587
$
49,826
Cemetery
6,680
7,669
11,836
13,489
Operating profit
$
27,100
$
33,221
$
55,423
$
63,315
Operating profit margin (1)
40.0
%
42.9
%
40.5
%
40.9
%
(1)
Operating profit margin is defined as Operating profit as a percentage of Revenue.
Further discussion of Operating profit for our funeral home and cemetery segments is presented herein under “– Results of Operations.”
RESULTS OF OPERATIONS
The following is a discussion of our results of operations for the three and six months ended June 30, 2020 and 2019 .
The term “same store” refers to funeral homes and cemeteries acquired prior to January 1, 2016 and owned and operated for the entirety of each period being presented, excluding certain funeral home businesses that we intend to divest in the near future.
The term “acquired” refers to funeral homes and cemeteries purchased after December 31, 2015, excluding any funeral home businesses that we intend to divest in the near future. This classification of acquisitions has been important to management and investors in monitoring the results of these businesses and to gauge the leveraging performance contribution that a selective acquisition program can have on total company performance.
The term “divested” when discussed in the Funeral Home Segment, refers to the three funeral home businesses whose building leases expired, one funeral home business we sold and a funeral home business we merged with a business in an existing market in 2019 .
“Planned divested” in the Funeral Home Segment refers to the funeral home businesses that we intend to divest in the near future.
“Ancillary” in the Funeral Home Segment represents our flower shop, pet cremation business and online cremation business in Texas.
Cemetery property amortization, Field depreciation expense and Regional and unallocated funeral and cemetery costs, are not included in Operating profit, a non-GAAP financial measure. Adding back these items will result in Gross profit, a GAAP financial measure.
- 51 -
Funeral Home Segment
The following table sets forth certain information regarding our Revenue and Operating profit from our funeral home operations for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 (in thousands):
Three months ended June 30,
2019
2020
Revenue:
Same store operating revenue
$
41,690
$
42,664
Acquired operating revenue
6,298
11,337
Divested/planned divested revenue
2,390
1,852
Ancillary funeral services revenue
—
1,117
Preneed funeral insurance commissions
329
326
Preneed funeral trust and insurance
1,800
1,825
Total
$
52,507
$
59,121
Operating profit:
Same store operating profit
$
15,550
$
18,026
Acquired operating profit
2,445
4,672
Divested/planned divested operating profit
535
562
Ancillary funeral services operating profit
—
321
Preneed funeral insurance commissions
134
160
Preneed funeral trust and insurance
1,756
1,811
Total
$
20,420
$
25,552
The following measures reflect the significant metrics over this comparative period:
Three months ended June 30,
2019
2020
Same store:
Contract volume
7,844
8,785
Average revenue per contract, excluding preneed funeral trust earnings
$
5,315
$
4,856
Average revenue per contract, including preneed funeral trust earnings
$
5,512
$
5,037
Burial rate
38.5
%
36.2
%
Cremation rate
53.7
%
57.5
%
Acquired:
Contract volume
961
2,350
Average revenue per contract, excluding preneed funeral trust earnings
$
6,554
$
4,824
Average revenue per contract, including preneed funeral trust earnings
$
6,681
$
4,894
Burial rate
47.0
%
40.6
%
Cremation rate
46.1
%
54.9
%
Funeral home same store operating revenue for the three months ended June 30, 2020 increased $1.0 million compared to the three months ended June 30, 2019 . The increase in operating revenue is primarily due to a 12.0% same store contract volume increase in the three months ended June 30, 2020 compared to the same period in 2019. The increase was offset by a decrease in contract averages excluding preneed interest of 8.6% . The decrease in funeral contract averages for the three months ended June 30, 2020 compared to the same period in 2019 is primarily due to a 230 basis point decrease in the burial rate. In addition, in the three months ended June 30, 2020 , we experienced a decrease in services performed due to the restrictions placed on gatherings mandated by state and local governments due to COVID-19. For both burial and cremation contracts for which memorial services were performed, we experienced a 940 and 1240 basis point decrease in the number of these contracts, respectively, in the three months ended June 30, 2020 .
Funeral same store operating profit for the three months ended June 30, 2020 increased $2.5 million when compared to the three months ended June 30, 2019 , and the comparable operating profit margin increased 500 basis points to 42.3% . The increase in operating margin is primarily due to the increase in same store operating revenue and a 5.0% decrease in operating costs. Same
- 52 -
store salaries and benefits for the three months ended June 30, 2020 had the largest decrease of $0.4 million or 1.6% compared to the three months ended June 30, 2019 . The decrease in salaries and benefits was primarily due to the decrease in part-time funeral staff needed to assist with memorial services, offset by an increase in the demand for pickup and embalming services due to increased contracts. The decrease in other operating costs was a result of disciplined expense and cost management by local leaders at each business during the COVID-19 pandemic.
Funeral home acquired operating revenue for the three months ended June 30, 2020 increased $5.0 million , as our funeral home acquired portfolio for the three months ended June 30, 2020 included nine funeral home businesses added through four acquisitions in the fourth quarter of 2019 and one business acquired in the first quarter of 2020 not present in the three months ended June 30, 2019 .
Acquired operating profit for the three months ended June 30, 2020 increased $2.2 million when compared to the three months ended June 30, 2019 . Operating profit margin increased 240 basis points to 41.2% for the three months ended June 30, 2020 compared to the same period in 2019. The increase is primarily due to certain measures taken to control costs during the COVID-19 pandemic, slightly offset by lower margins for our most recent acquisition compared to our other acquired businesses, particularly with regard to higher salaries and benefits expenses. We expect the operating margins for our recently acquired business to improve as we focus on integrating this business into our high performance framework of the Standards Operating Model.
Ancillary funeral services revenue, which is recorded in Other revenue , represents revenue from our flower shop, pet cremation business and online cremation business in Texas, which were acquired in the fourth quarter of 2019. Operating profit from our ancillary funeral service businesses was $0.3 million for the three months ended June 30, 2020 , with an operating profit margin of 28.7% .
Preneed funeral insurance commissions and preneed funeral trust and insurance, also recorded in Other revenue , on a combined basis, remained flat for the three months ended June 30, 2020 compared to the same period in 2019. Operating profit for preneed funeral insurance commissions and preneed trust and insurance, on a combined basis, increased $0.1 million or 4.3% for the same comparative period in 2019 primarily due to a reduction in preneed trust and insurance expenses.
The following table sets forth certain information regarding our Revenue and Operating profit from our funeral home operations for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 (in thousands):
Six months ended June 30,
2019
2020
Revenue:
Same store operating revenue
$
86,565
$
87,249
Acquired operating revenue
13,032
22,859
Divested/planned divested revenue
4,780
4,062
Ancillary funeral services revenue
—
2,268
Preneed funeral insurance commissions
688
692
Preneed funeral trust and insurance
3,605
3,733
Total
$
108,670
$
120,863
Operating profit:
Same store operating profit
$
33,564
$
35,152
Acquired operating profit
5,162
8,900
Divested/planned divested operating profit
1,074
1,169
Ancillary funeral services operating profit
—
616
Preneed funeral insurance commissions
266
321
Preneed funeral trust and insurance
3,521
3,668
Total
$
43,587
$
49,826
- 53 -
The following measures reflect the significant metrics over this comparative period:
Six months ended June 30,
2019
2020
Same store:
Contract volume
16,113
17,508
Average revenue per contract, excluding preneed funeral trust earnings
$
5,372
$
4,983
Average revenue per contract, including preneed funeral trust earnings
$
5,565
$
5,170
Burial rate
38.9
%
36.4
%
Cremation rate
53.3
%
56.4
%
Acquired:
Contract volume
1,966
4,516
Average revenue per contract, excluding preneed funeral trust earnings
$
6,629
$
5,062
Average revenue per contract, including preneed funeral trust earnings
$
6,757
$
5,131
Burial rate
48.5
%
41.1
%
Cremation rate
44.6
%
54.3
%
Funeral home same store operating revenue for the six months ended June 30, 2020 increased $0.7 million compared to the six months ended June 30, 2019 . The increase in operating revenue is due to an 8.7% same store contract volume increase in the six months ended June 30, 2020 compared to the same period in 2019. The increase was offset by a decrease in contract averages excluding preneed interest of 7.2% . The decrease in funeral contract averages for the six months ended June 30, 2020 compared to the same period in 2019 is primarily due to a 250 basis point decrease in the burial rate. Beginning in the latter half of March 2020, we saw a decrease in services performed due to the restrictions placed on gatherings mandated by state and local governments as the COVID-19 pandemic became more prominent and individuals began to practice social distancing to comply with applicable shelter in place and related orders. For both burial and cremation contracts for which memorial services were performed, we experienced a 580 and 820 basis point decrease in the number of these contracts, respectively, in the six months ended June 30, 2020 .
Funeral same store operating profit for the six months ended June 30, 2020 increased $1.6 million when compared to the six months ended June 30, 2019 , and the comparable operating profit margin increased 150 basis points to 40.3% . The increase in operating margin is due to the increase in same store operating revenue and a 1.5% decrease in operating costs. Same store promotional costs for the six months ended June 30, 2020 had the largest decrease of $0.4 million or 0.5% compared to the six months ended June 30, 2019. The decrease in promotional costs and other operating costs resulted from cost control measures undertaken during the COVID-19 pandemic.
Funeral home acquired operating revenue for the six months ended June 30, 2020 increased $9.8 million , as our funeral home acquired portfolio for the six months ended June 30, 2020 included nine funeral home businesses added through four acquisitions in the fourth quarter of 2019 and one business acquired in the first quarter of 2020 not present in the six months ended June 30, 2019 .
Acquired operating profit for the six months ended June 30, 2020 increased $3.7 million when compared to the six months ended June 30, 2019. Operating profit margin decreased 70 basis points to 38.9% for the six months ended June 30, 2020 compared to the same period in 2019. The decrease is primarily due to the recently acquired businesses (discussed above), as operating profit margins for these businesses were lower compared to our other acquired businesses, particularly with regard to higher salaries and benefits expenses. However, the operating margins for our 2019 acquired businesses have increased 440 basis points in the second quarter of 2020 compared to the first quarter of 2020 and we expect continuous improvement as we focus on integrating all of our newly acquired businesses into our high performance framework of the Standards Operating Model.
Ancillary funeral services revenue, which is recorded in Other revenue , represents revenue from our flower shop, pet cremation business and online cremation business in Texas, which were acquired in the fourth quarter of 2019. Operating profit from our ancillary funeral service businesses was $0.6 million for the six months ended June 30, 2020 , with an operating profit margin of 27.2% .
Preneed funeral insurance commissions and preneed funeral trust and insurance, also recorded in Other revenue , on a combined basis, increased $0.1 million or 3.1% for the six months ended June 30, 2020 compared to the same period in 2019. The increase is due to the increase in preneed trust and insurance. Operating profit for preneed funeral insurance commissions and preneed trust and insurance, on a combined basis, increased $0.2 million or 5.3% for the same comparative period in 2019, primarily due to the increase in revenue and reduction of preneed trust and insurance expenses.
- 54 -
Cemetery Segment
The following table sets forth certain information regarding our Revenue and Operating profit from our cemetery operations for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 (in thousands):
Three months ended June 30,
2019
2020
Revenue:
Same store operating revenue
$
13,227
$
11,694
Acquired operating revenue
—
4,055
Preneed cemetery trust and insurance
1,623
2,367
Preneed cemetery finance charges
395
240
Total
$
15,245
$
18,356
Operating profit:
Same store operating profit
$
4,808
$
3,674
Acquired operating profit
—
1,434
Preneed cemetery trust and insurance
1,477
2,321
Preneed cemetery finance charges
395
240
Total
$
6,680
$
7,669
The following measures reflect the significant metrics over this comparative period:
Three months ended June 30,
2019
2020
Same store:
Preneed revenue as a percentage of operating revenue
64
%
61
%
Preneed revenue (in thousands)
$
8,455
$
7,089
Atneed revenue (in thousands)
$
4,772
$
4,605
Number of preneed interment rights sold
2,056
1,786
Average price per interment right sold
$
3,660
$
3,900
Acquired:
Preneed revenue as a percentage of operating revenue
n/a
62
%
Preneed revenue (in thousands)
n/a
$
2,522
Atneed revenue (in thousands)
n/a
$
1,533
Number of preneed interment rights sold
n/a
552
Average price per interment right sold
n/a
$
4,273
Cemetery same store preneed revenue for the three months ended June 30, 2020 decreased $1.4 million due to the decrease in cemetery property revenue as we experienced a 13.1% decrease in the number of preneed interment rights sold, offset by a 6.6% increase in the average price per interment right sold. The decrease in the number of preneed interment rights sold is primarily due to the COVID-19 pandemic as individuals began practicing social distancing to comply with applicable shelter in place and related orders, which resulted in our preneed sales personnel being unable to meet with families at our businesses, in certain areas of the country, during this time. In addition, these restrictions impacted our ability to host annual events at certain cemeteries notably the Ching Ming festival during April and Memorial Day festivities during May. Cemetery same store atneed revenue, which represents 39.0% of our same store operating revenue decreased $0.2 million , as we experienced a 3.1% decrease in the average sale per contract, while the number of atneed contracts sold remained flat.
Cemetery same store operating profit for the three months ended June 30, 2020 decreased $1.1 million from the same period in 2019. The comparable operating profit margin decreased 490 basis points to 31.4% for the three months ended June 30, 2020 from 36.3% in the same period in 2019 . The decrease in operating profit margin is the result of an 11.6% decrease in operating revenue, offset by a 4.8% decrease in operating costs. Operating expense as a percent of operating revenue increased in two categories for the three months ended June 30, 2020 compared to the same period in 2019 . Most notably, salaries and benefits increased 1.2% as a percentage of revenue and the allowance for credit losses expense increased 2.4% as a percentage of revenue.
- 55 -
The increase in salaries and benefits is due to additional support staff hired in the latter half of 2019. The increase in the allowance for credit losses is due to slower payments on financed receivables particularly in the states most affected by COVID-19.
Our acquired cemetery portfolio includes two businesses acquired during the fourth quarter of 2019 and one business acquired during the first quarter of 2020. These three businesses contributed $4.1 million in operating revenue and $1.4 million in operating profit for the three months ended June 30, 2020 .
Preneed cemetery trust and insurance and preneed cemetery finance charges, which are recorded in Other revenue , on a combined basis increased $0.6 million for the three months ended June 30, 2020 compared to the same period in 2019 . Earnings in our perpetual care trust fund increased $0.6 million due to our acquisitions. Operating profit for the two categories of Other revenue , on a combined basis, increased $0.7 million for the three months ended June 30, 2020 compared to the same period in 2019 , primarily due to the increase in perpetual care trust fund revenue. The increase in our trust fund income is primarily due to our major capital deployment during and after the COVID-19 market crash in March 2020, which we expect will produce sustainable increases in both revenue and operating profit throughout the year.
The following table sets forth certain information regarding our Revenue and Operating profit from our cemetery operations for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 (in thousands):
Six months ended June 30,
2019
2020
Revenue:
Same store operating revenue
$
24,516
$
22,639
Acquired operating revenue
—
6,854
Preneed cemetery trust and insurance
2,874
4,128
Preneed cemetery finance charges
773
483
Total
$
28,163
$
34,104
Operating profit:
Same store operating profit
$
8,469
$
6,825
Acquired operating profit
—
2,261
Preneed cemetery trust and insurance
2,594
3,920
Preneed cemetery finance charges
773
483
Total
$
11,836
$
13,489
The following measures reflect the significant metrics over this comparative period:
Six months ended June 30,
2019
2020
Same store:
Preneed revenue as a percentage of operating revenue
62
%
59
%
Preneed revenue (in thousands)
$
15,114
$
13,400
Atneed revenue (in thousands)
$
9,402
$
9,239
Number of preneed interment rights sold
3,518
3,354
Average price per interment right sold
$
3,721
$
3,762
Acquired:
Preneed revenue as a percentage of operating revenue
n/a
62
%
Preneed revenue (in thousands)
n/a
$
4,258
Atneed revenue (in thousands)
n/a
$
2,596
Number of preneed interment rights sold
n/a
852
Average price per interment right sold
n/a
$
4,422
- 56 -
Cemetery same store preneed revenue for the six months ended June 30, 2020 decreased $1.7 million due to the decrease in cemetery property revenue as we experienced a 4.7% decrease in the number of preneed interments sold compared to the same period in 2019 , offset slightly by a 1.1% increase in the average price per interment right sold. The decrease in the number of preneed interment rights sold is primarily due to the COVID-19 pandemic as individuals began practicing social distancing to comply with applicable shelter in place and related orders, which resulted in our preneed sales personnel being unable to meet with families at our businesses, in certain areas of the country, during this time. Cemetery same store atneed revenue, which represents 41% of our same store operating revenue, decreased $0.2 million as we experienced a 1.3% decrease in the average sale per contract, while the number of atneed contracts sold remained flat.
Cemetery same store operating profit for the six months ended June 30, 2020 decreased $1.6 million from the same period in 2019 . The comparable operating profit margin decreased 440 basis points to 30.1% for the six months ended June 30, 2020 from 34.5% in the same period in 2019 . The decrease in operating profit margin is a result of a 7.7% decrease in operating revenue and a 1.5% decrease in operating costs. Operating expense as a percent of operating revenue increased in three categories in the six months ended June 30, 2020 compared to the same period in 2019 . Our allowance for credit losses expense increased 1.7%, promotional expense increased 1.2% and salaries and wages increased 1.0% as a percentage of revenue. The increase in the allowance for credit losses is due to slower payments on financed receivables particularly in the states most affected by COVID-19. The increase in promotional expenses is due to the addition of marketing personnel and increased counselor bonuses at certain cemeteries. Salaries and benefits related to the beautification and maintenance of our cemetery grounds were fairly flat but increased as a percentage of revenue.
Our acquired cemetery portfolio includes two businesses acquired during the fourth quarter of 2019 and one business acquired during the first quarter of 2020. These three businesses contributed $6.9 million in operating revenue and $2.3 million in operating profit for the six months ended June 30, 2020 .
Preneed cemetery trust and insurance and preneed cemetery finance charges, which are recorded in Other revenue , on a combined basis increased $1.0 million for the six months ended June 30, 2020 compared to the same period in 2019 . Earnings in our perpetual care trust fund increased $1.4 million primarily from acquisitions and an increase in realized gains and was partially offset by $0.3 million decrease in finance charge revenue. The decrease in finance charge revenue is due to our enhanced preneed cemetery property sales strategy of reducing interest rates on preneed contracts. Operating profit for the two categories of Other revenue , on a combined basis, also increased $1.0 million for the six months ended June 30, 2020 compared to the same period in 2019 due to the increase in revenue. The increase in our trust fund income is primarily due to our major capital deployment during and after the COVID-19 market crash in March 2020, which we expect will produce sustainable increases in both revenue and operating profit throughout the year.
Cemetery property amortization . Cemetery property amortization totaled $1.1 million for the three months ended June 30, 2020 , a decrease of $0.1 million compared to the three months ended June 30, 2019 . Cemetery property amortization remained flat at $2.0 million for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 .
Field depreciation. Depreciation expense for our field businesses increased $0.2 million for the three months ended June 30, 2020 compared to the three months ended June 30, 2019 . Depreciation expense for our field businesses increased $0.4 million for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 . The increase was primarily attributable to additional depreciation expense from the assets acquired through our 2019 and first quarter 2020 acquisitions.
Regional and unallocated funeral and cemetery costs. Regional and unallocated funeral and cemetery costs consist of salaries and benefits for regional management, field incentive compensation and other related costs for field infrastructure. Regional and unallocated funeral and cemetery costs totaled $3.7 million for the three months ended June 30, 2020 , an increase of $0.1 million primarily due to a $0.4 million increase related to a state audit assessment, a $0.3 million increase in expenses related to the COVID-19 pandemic and a $0.1 million increase in other general and administrative costs, offset by a $0.7 million decrease in severance expense.
Regional and unallocated funeral and cemetery costs totaled $6.5 million for the six months ended June 30, 2020 , an increase of $0.1 million primarily due to a $0.4 million increase related to a state audit assessment, a $0.4 million increase in expenses due to the COVID-19 pandemic, offset by a $0.6 million decrease in severance expense and a $0.1 million decrease in other general administrative costs.
Other Financial Statement Items
General, administrative and other. General, administrative and other expenses totaled $6.5 million for the three months ended June 30, 2020 , an increase of $0.8 million compared to the three months ended June 30, 2019 . The increase was primarily attributable to a $0.6 million increase in incentive compensation, a $0.3 million increase in public company costs, a $0.2 million increase in litigation reserve, offset by a $0.2 million decrease in other general administrative costs and a $0.1 million decrease in acquisition expenses.
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General, administrative and other expenses totaled $12.5 million for the six months ended June 30, 2020 , an increase of $1.2 million compared to the six months ended June 30, 2019 . The increase was primarily attributable to a $0.5 million increase in salaries, benefits and severance costs, a $0.4 million increase in incentive and equity compensation, a $0.3 million increase in public company costs, a $0.3 million increase in litigation reserve and a $0.1 million increase in acquisition expenses, offset by a $0.4 million decrease in other general administrative costs.
Home office depreciation and amortization. Home office depreciation and amortization expense remained flat at $0.4 million and $0.7 million for the three and six months ended June 30, 2020 , compared to the three and six months ended June 30, 2019 primarily due to machinery and equipment at the home office becoming fully depreciated in 2019, offset by additional software assets purchased in the latter half of 2019.
Impairment of goodwill and other intangibles . As a result of the economic conditions caused by the response to COVID-19, we performed a quantitative assessment of our goodwill and indefinite-lived intangible assets at March 31, 2020. We recorded a goodwill impairment of $13.6 million related to our funeral homes in the Eastern Reporting Unit as the carrying value of goodwill exceeded the fair value at March 31, 2020. We also recorded a $1.1 million impairment charge to certain of our tradenames as the carrying amount of these tradenames exceeded the fair value.
Interest expense . Interest expense totaled $8.4 million for the three months ended June 30, 2020 , an increase of $2.1 million compared to the three months ended June 30, 2019 . Interest expense totaled $16.8 million for the six months ended June 30, 2020 , an increase of $4.2 million compared to the six months ended June 30, 2019 . The increase was primarily due to increased borrowings on our Credit Facility and the $75.0 million of additional Senior Notes we issued on December 19, 2019.
Accretion of discount on convertible subordinated notes . We recognized accretion of the discount on our Convertible Notes of $0.1 million for both the three months ended June 30, 2020 and 2019 and $0.1 million for both the six months ended June 30, 2020 and 2019 .
Income taxes. We calculate our quarterly income tax expense using a forecasted annual effective tax rate and we adjust for any discrete items arising during the quarter. Our income tax expense was $3.4 million and $2.1 million for the three months ended June 30, 2020 and 2019 , respectively and $1.3 million and $4.8 million for the six months ended June 30, 2020 and 2019 , respectively. Our operating tax rate before discrete items was 33.5% and 29.2% for the three months ended June 30, 2020 and 2019 , and 33.3% and 28.5% for the six months ended June 30, 2020 and 2019 , respectively.
The increase in our overall effective tax rate is due to the unfavorable tax impact of impairment of goodwill and other intangibles recorded in the first quarter of 2020 for businesses that were previously acquired through stock acquisitions.
In connection with the CARES Act, we expect to file a claim for a refund during 2020 to carryback the net operating losses generated in the tax years ending December 31, 2018 and 2019 and have included the anticipated impact in our current provision. In an effort to maximize the expected benefits afforded by the CARES Act we plan to amend our 2018 tax return to include the additional first year depreciation deduction for qualified improvement property. The majority of the net operating losses generated in 2018 are the result of filing non-automatic accounting method changes relating to the recognition of revenue from our cemetery property and merchandise and services sales. Due to the uncertainty of the timing of receiving Internal Revenue Service approval for non-automatic accounting method changes, a reserve has been recorded against the benefit derived from this carrying back that the net operating losses generated.
OVERVIEW OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Consolidated Financial Statements requires us to make estimates and judgments that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. We base our estimates on historical experience, third-party data and assumptions that we believe to be reasonable under the circumstances. The results of these considerations form the basis for making judgments about the amount and timing of revenue and expenses, the carrying value of assets and the recorded amounts of liabilities. Actual results may differ from these estimates and such estimates may change if the underlying conditions or assumptions change. Historical performance should not be viewed as indicative of future performance because there can be no assurance that our margins, operating income and net income, as a percentage of revenue, will be consistent from year to year.
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is based upon our Consolidated Financial Statements presented herewith, which have been prepared in accordance with GAAP. Our critical accounting policies are discussed in MD&A in our Annual Report on Form 10-K for the year ended December 31, 2019 .
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SEASONALITY
Our business can be affected by seasonal fluctuations in the death rate. Generally, the death rate is higher during the winter months because the incidences of death from influenza and pneumonia are higher during this period than other periods of the year.
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