3 unchanged sentences
(unaudited and in thousands, except share data)
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Current assets:
49 unchanged sentences
(unaudited and in thousands, except per share data)
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
21 unchanged sentences
Other, net ( 21 ) 95 ( 87 ) 78
−Removed: Income (loss) before income taxes ( 10,359 ) 15,120 8,215 36,604
−Removed: Benefit (expense) for income taxes 3,417 ( 4,234 ) ( 2,341 ) ( 9,938 )
+Added: Income before income taxes 18,168 8,639 26,383 45,243
+Added: Expense for income taxes ( 5,125 ) ( 2,640 ) ( 7,466 ) ( 12,578 )
Tax adjustment related to discrete items 3 ( 139 ) 895 496
−Removed: Total benefit (expense) for income taxes 4,192 ( 4,221 ) ( 1,449 ) ( 9,303 )
−Removed: Net income (loss) $ ( 6,167 ) $ 10,899 $ 6,766 $ 27,301
−Removed: Basic earnings (loss) per common share:
+Added: Total expense for income taxes ( 5,122 ) ( 2,779 ) ( 6,571 ) ( 12,082 )
+Added: Net income $ 13,046 $ 5,860 $ 19,812 $ 33,161
+Added: Basic earnings per common share:
$ 0.74 $ 0.40 $ 1.11 $ 2.22
−Removed: Diluted earnings (loss) per common share:
+Added: Diluted earnings per common share:
$ 0.71 $ 0.38 $ 1.08 $ 2.09
8 unchanged sentences
(unaudited and in thousands)
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
Cash flows from operating activities:
23 unchanged sentences
Cash flows from investing activities:
−Removed: Acquisitions of real estate ( 2,935 ) ( 2,601 )
+Added: Acquisitions of businesses and real estate ( 3,285 ) ( 8,876 )
Proceeds from divestitures and sale of other assets 4,375 4,313
5 unchanged sentences
Payments against the credit facility ( 115,268 ) ( 101,000 )
−Removed: Payment to redeem the original senior notes ( 400,000 ) —
−Removed: Payment of call premium for the redemption of the original senior notes ( 19,876 ) —
−Removed: Proceeds from the issuance of the senior notes 395,500 —
−Removed: Payment of debt issuance costs for the credit facility and senior notes ( 1,930 ) ( 339 )
+Added: Payment to redeem the 6.625% senior notes due 2026 ( 400,000 ) —
+Added: Payment of call premium for the redemption of the 6.625% senior notes due 2026 ( 19,876 ) —
+Added: Proceeds from the issuance of the 4.25% senior notes due 2029 395,500 —
+Added: Payment of debt issuance costs for the credit facility and the 4.25% senior notes due 2029 ( 2,054 ) ( 339 )
Conversions and maturity of the convertible notes ( 3,980 ) —
13 unchanged sentences
(unaudited and in thousands)
−Removed: Three months ended June 30, 2021
+Added: Three months ended September 30, 2021
Outstanding Common
2 unchanged sentences
Earnings Treasury
−Removed: Balance – March 31, 2021 18,048 $ 261 $ 238,056 $ 115,236 $ ( 102,050 ) $ 251,503
−Removed: Net loss — — — ( 6,167 ) — ( 6,167 )
+Added: Balance – June 30, 2021 17,826 $ 262 $ 237,891 $ 109,069 $ ( 114,351 ) $ 232,871
+Added: Net income — — — 13,046 — 13,046
Issuance of common stock from employee stock purchase plan 15 — 388 — — 388
5 unchanged sentences
Treasury stock acquired ( 1,203 ) — — — ( 53,239 ) ( 53,239 )
−Removed: Balance – June 30, 2021 17,826 $ 262 $ 237,891 $ 109,069 $ ( 114,351 ) $ 232,871
−Removed: Three months ended June 30, 2022
+Added: Balance – September 30, 2021 16,652 $ 262 $ 237,681 $ 122,115 $ ( 167,590 ) $ 192,468
+Added: Three months ended September 30, 2022
Outstanding Common
2 unchanged sentences
Earnings Treasury
−Removed: Balance – March 31, 2022 14,889 $ 263 $ 238,423 $ 151,864 $ ( 270,529 ) $ 120,021
+Added: Balance – June 30, 2022 14,698 $ 263 $ 238,571 $ 162,763 $ ( 278,753 ) $ 122,844
Net income — — — 5,860 — 5,860
4 unchanged sentences
Dividends on common stock — — ( 1,653 ) — — ( 1,653 )
−Removed: Treasury stock acquired ( 205 ) — — — ( 8,224 ) ( 8,224 )
−Removed: Balance – June 30, 2022 14,698 $ 263 $ 238,571 $ 162,763 $ ( 278,753 ) $ 122,844
+Added: Balance – September 30, 2022 14,713 $ 263 $ 238,787 $ 168,623 $ ( 278,753 ) $ 128,920
CARRIAGE SERVICES, INC.
1 unchanged sentence
(unaudited and in thousands)
−Removed: Six months ended June 30, 2021
+Added: Nine months ended September 30, 2021
Outstanding Common
13 unchanged sentences
Treasury stock acquired ( 1,528 ) — — — ( 65,540 ) ( 65,540 )
−Removed: Balance – June 30, 2021 17,826 $ 262 $ 237,891 $ 109,069 $ ( 114,351 ) $ 232,871
−Removed: Six months ended June 30, 2022
+Added: Balance – September 30, 2021 16,652 $ 262 $ 237,681 $ 122,115 $ ( 167,590 ) $ 192,468
+Added: Nine months ended September 30, 2022
Outstanding Common
12 unchanged sentences
Other 27 — 1,358 — — 1,358
−Removed: Balance – June 30, 2022 14,698 $ 263 $ 238,571 $ 162,763 $ ( 278,753 ) $ 122,844
+Added: Balance – September 30, 2022 14,713 $ 263 $ 238,787 $ 168,623 $ ( 278,753 ) $ 128,920
The accompanying condensed notes are an integral part of these Consolidated Financial Statements.
6 unchanged sentences
Funeral Home Operations, which currently account for approximately 70 % of our revenue and Cemetery Operations, which currently account for approximately 30 % of our revenue.
−Removed: At June 30, 2022, we operated 167 funeral homes in 26 states and 31 cemeteries in 11 states.
+Added: At September 30, 2022, we operated 169 funeral homes in 26 states and 31 cemeteries in 11 states.
Our funeral home operations are principally service businesses that generate revenue from sales of burial and cremation services and related merchandise, such as caskets and urns.
43 unchanged sentences
To the extent that information not available to us at the closing date subsequently becomes available during the allocation period, we may adjust goodwill, intangible assets, assets or liabilities associated with the acquisition.
−Removed: We did not acquire any businesses during the six months ended June 30, 2021 and 2022.
+Added: During the three and nine months ended September 30, 2022, we acquired a business consisting of two funeral homes for $ 6.3 million.
+Added: We did not acquire any businesses during the three and nine months ended September 30, 2021.
+Added: See Notes 3 and 4 to the Consolidated Financial Statements herein for additional information related to our acquisitions.
Divested Operations
10 unchanged sentences
Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test.
+Added: We performed our annual goodwill impairment test as of August 31, 2022.
Our intent is to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years .
+Added: We conducted qualitative assessments in 2020 and 2021;
+Added: however, we performed a quantitative assessment in 2022.
In addition to our annual test, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value of a reporting unit may be greater than fair value.
−Removed: Factors that could trigger an interim impairment review include, but are not limited to, significant negative industry or economic trends and
−Removed: significant adverse changes in the business climate, which may be indicated by a decline in our market capitalization or decline in operating results.
+Added: Factors that could trigger an interim impairment review include, but are not limited to, significant negative industry or economic trends and significant adverse changes in the business climate, which may be indicated by a decline in our market capitalization or decline in operating results.
+Added: Our quantitative goodwill impairment test involves estimates and management judgment.
+Added: In the quantitative analysis, we compare the fair value of each reporting unit to its carrying value, including goodwill.
+Added: If the fair value of the reporting unit exceeds its carrying amount, the goodwill of that reporting unit is not considered impaired.
+Added: We determine fair value for each reporting unit using both an income approach, weighted 90%, and a market approach, weighted 10%.
+Added: Our methodology for determining an income-based fair value is based on discounting projected future cash flows.
+Added: The projected future cash flows include assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows discounted at our weighted average cost of capital based on market participant assumptions.
+Added: Our methodology for determining a market approach fair value utilizes the guideline public company method, in which we rely on market multiples of comparable companies operating in the same industry as the individual reporting units.
+Added: In accordance with the guidance, if the fair value of the reporting unit is less than its carrying amount an impairment charge is recorded in an amount equal to the difference.
+Added: Our 2022 quantitative assessment is not complete at the time of this filing, but we do not expect any impairment to goodwill as a result of our testing.
+Added: For our 2020 and 2021 annual qualitative assessments, there was no impairment to goodwill as the fair value of our reporting units was greater than the carrying value.
When we divest a portion of a reporting unit that constitutes a business in accordance with U.S.
8 unchanged sentences
Under current guidance, we are permitted to first assess qualitative factors to determine whether it is more-likely-than not that the fair value of the tradename is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test.
+Added: We performed our annual intangible assets impairment test as of August 31, 2022.
Our intent is to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years .
+Added: We conducted qualitative assessments in 2020 and 2021;
+Added: however, we performed a quantitative assessment in 2022.
In addition to our intangible assets annual test, we assess the impairment of intangible assets whenever certain events or changes in circumstances indicate that the carrying value of the intangible asset may be greater than the fair value.
Factors that could trigger an interim impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results and significant negative industry or economic trends.
+Added: Our quantitative intangible asset impairment test involves estimates and management judgment.
+Added: Our quantitative analysis is performed using the relief from royalty method, which measures the tradenames by determining the value of the royalties that we are relieved from paying due to our ownership of the asset.
+Added: We determine the fair value of the asset by discounting the cash flows that represent a savings in lieu of paying a royalty fee for use of the tradename.
+Added: The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows and the determination and application of an appropriate royalty rate and discount rate.
+Added: To estimate the royalty rates for the individual tradename, we mainly rely on the profit split method, but also consider the comparable third-party license agreements and the return on asset method.
+Added: A scorecard is used to assess the relative strength of the individual tradename to further adjust the royalty rates selected under the profit-split method for qualitative factors.
+Added: In accordance with the guidance, if the fair value of the tradename is less than its carrying amount, then an impairment charge is recorded in an amount equal to the difference.
+Added: Our 2022 quantitative assessment is not complete at the time of this filing, but we do not expect any impairment to intangible assets as a result of our testing.
+Added: For our 2020 and 2021 qualitative assessments, there was no impairment to intangibles assets as the fair value of our intangible assets was greater than the carrying value.
See Note 10 to the Consolidated Financial Statements included herein for additional information related to our intangible assets.
35 unchanged sentences
We capitalize sales commissions and other direct selling costs related to preneed cemetery merchandise and services and preneed funeral trust contracts as these costs are incremental and recoverable costs of obtaining a contract with a customer.
−Removed: Our capitalized commissions on preneed contracts are amortized on a straight-line basis over the average maturity period of ten years for our preneed funeral trust contracts and eight years for our preneed cemetery merchandise and services contracts.
+Added: capitalized commissions on preneed contracts are amortized on a straight-line basis over the average maturity period of ten years for our preneed funeral trust contracts and eight years for our preneed cemetery merchandise and services contracts.
The selling costs related to the sales of cemetery interment rights, which include real property and other costs related to cemetery development activities, continue to be expensed using the specific identification method in the period in which the sale of the cemetery interment right is recognized as revenue.
7 unchanged sentences
Property, plant and equipment is comprised of the following (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Land $ 82,095 $ 83,757
4 unchanged sentences
Property, plant and equipment, net $ 269,367 $ 275,977
−Removed: During the six months ended June 30, 2022, we acquired real property for $ 2.6 million.
+Added: During the nine months ended September 30, 2022, we acquired real property for $ 5.6 million.
Additionally, we sold real property for $ 3.3 million, with a carrying value of $ 1.8 million, resulting in a gain on the sale of $ 1.4 million.
We also divested two funeral homes that had a carrying value of property, plant and equipment of $ 0.7 million, which was included in the loss on the sale of divestitures and recorded in Net (gain) loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations, described in Note 5 to the Consolidated Financial Statements included herein.
−Removed: During the six months ended June 30, 2021, we acquired real property for $ 2.9 million.
+Added: During the nine months ended September 30, 2021, we acquired real property for $ 3.3 million.
Additionally, we divested three funeral homes that had a carrying value of property, plant and equipment of $ 2.4 million, which was included in the gain/loss on the sale of divestitures and recorded in Net (gain) loss on divestitures, disposals and impairment charges.
−Removed: Our growth and maintenance capital expenditures totaled $ 3.2 million and $ 5.2 million for the three months ended June 30, 2021 and 2022, respectively and $ 6.1 million and $ 9.8 million for the six months ended June 30, 2021 and 2022, respectively, for property, plant and equipment.
−Removed: In addition, we recorded depreciation expense of $ 3.4 million for both the three months ended June 30, 2021 and 2022 and $ 6.8 million and $ 6.7 million, for the six months ended June 30, 2021 and 2022, respectively.
+Added: Our growth and maintenance capital expenditures totaled $ 5.0 million and $ 5.3 million for the three months ended September 30, 2021 and 2022, respectively, and $ 11.1 million and $ 15.1 million for the nine months ended September 30, 2021 and 2022, respectively, for property, plant and equipment.
+Added: In addition, we recorded depreciation expense of $ 3.4 million for both the three months ended September 30, 2021 and 2022 and $ 10.2 million and $ 10.1 million, for the nine months ended September 30, 2021 and 2022, respectively.
Cemetery Property
4 unchanged sentences
Through this thorough internal process, we are able to identify viable costs of property based on historical experience, particular markets and demographics, reasonable margins, practical retail prices and park infrastructure and condition.
−Removed: Cemetery property was $ 100.7 million and $ 101.3 million, net of accumulated amortization of $ 53.1 million and $ 56.2 million at December 31, 2021 and June 30, 2022, respectively.
−Removed: When cemetery property is sold, the value of the cemetery property (interment right costs) is expensed as amortization using the specific identification method in the period in which the sale of the interment right is recognized as revenue.
−Removed: Our growth capital expenditures for cemetery property development totaled $ 1.2 million and $ 1.4 million for the three months ended June 30, 2021 and 2022, respectively and $ 2.7 million and $ 3.7 million, for the six months ended June 30, 2021 and 2022, respectively.
−Removed: We recorded amortization expense for cemetery interment rights of $ 2.2 million and $ 1.7 million for the three months ended June 30, 2021 and 2022, respectively and $ 3.7 million and $ 3.0 million, for the six months ended June 30, 2021 and 2022, respectively.
+Added: Cemetery property was $ 100.7 million and $ 101.7 million, net of accumulated amortization of $ 53.1 million and $ 57.4 million at December 31, 2021 and September 30, 2022, respectively.
+Added: When cemetery property is sold, the value of the cemetery property (interment right costs) is expensed as amortization using the specific identification method in the period in which the
+Added: sale of the interment right is recognized as revenue.
+Added: Our growth capital expenditures for cemetery property development totaled $ 1.5 million for both the three months ended September 30, 2021 and 2022 and $ 4.1 million and $ 5.2 million, for the nine months ended September 30, 2021 and 2022, respectively.
+Added: We recorded amortization expense for cemetery interment rights of $ 1.5 million and $ 1.3 million for the three months ended September 30, 2021 and 2022, respectively, and $ 5.2 million and $ 4.3 million, for the nine months ended September 30, 2021 and 2022, respectively.
We have operating and finance leases.
20 unchanged sentences
We also have an employee stock purchase plan (the “ESPP”).
−Removed: We recognize compensation expense in an amount equal to the fair value of the stock-based awards expected to vest or to be purchased over the requisite
−Removed: service period.
+Added: We recognize compensation expense in an amount equal to the fair value of the stock-based awards expected to vest or to be purchased over the requisite service period.
We recognize the effect of forfeitures in compensation cost when they occur and any previously recognized compensation cost for an award is reversed in the period that the award is forfeited.
24 unchanged sentences
The earnings from our preneed trust investments, as well as trust management fees charged by our wholly-owned registered investment advisory firm (“CSV RIA”) are recorded in Other revenue .
−Removed: As of June 30, 2022, CSV RIA provided investment management and advisory services to approximately 80 % of our trust assets, for a fee based on the market value of trust assets.
+Added: As of September 30, 2022, CSV RIA provided investment management and advisory services to approximately 80 % of our trust assets, for a fee based on the market value of trust assets.
Under state trust laws, we are allowed to charge the trust a fee for advising on the investment of the trust assets and these fees are recognized as income in the period in which services are provided.
−Removed: Balances due on undelivered preneed funeral trust contracts have been reclassified to reduce Deferred preneed funeral revenue on our Consolidated Balance Sheet of $ 8.0 million and $ 8.2 million and at December 31, 2021 and June 30, 2022, respectively.
+Added: Balances due on undelivered preneed funeral trust contracts have been reclassified to reduce Deferred preneed funeral revenue on our Consolidated Balance Sheet of $ 8.0 million and $ 8.8 million at December 31, 2021 and September 30, 2022, respectively.
As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods.
2 unchanged sentences
Balances due on undelivered preneed cemetery contracts have been reclassified to reduce Deferred preneed cemetery revenue on our Consolidated Balance Sheet.
−Removed: The transaction price allocated to preneed merchandise and service performance obligations that were unfulfilled were $ 10.4 million and $ 10.1 million at December 31, 2021 and June 30, 2022, respectively.
+Added: The transaction price allocated to preneed merchandise and service performance obligations that were unfulfilled were $ 10.4 million and $ 10.5 million at December 31, 2021 and September 30, 2022, respectively.
As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods.
12 unchanged sentences
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.
−Removed: On October 11, 2021, we received an adverse ruling from the Internal Revenue Service (“IRS”) related to our accounting method change for cemetery property revenue recognition filed in 2018 and subsequently filed an automatic accounting method change to adopt the IRS’ preferred method of revenue recognition for cemetery property effective for the year ending December 31, 2021.
−Removed: On March 2, 2022, we received approval from the IRS regarding our method change filed related to the revenue recognition of cemetery merchandise and services sales.
−Removed: As a result, we recorded a $ 0.6 million reduction to the reserve for uncertain tax positions, including interest, during the six months ended June 30, 2022.
−Removed: At December 31, 2021 and June 30, 2022, the reserve for uncertain tax positions was $ 3.8 million and $ 3.2 million, respectively, related to carrying back the net operating losses generated in the tax year ended December 31, 2018, filed under the CARES Act on June 30, 2020.
+Added: On October 11, 2021, we received an adverse ruling from the Internal Revenue Service (“IRS”) related to our accounting method change for cemetery property revenue recognition filed in 2018 and subsequently filed an automatic accounting method change to adopt the IRS’s preferred method of revenue recognition for cemetery property effective for the year ending December 31, 2021.
+Added: On March 2, 2022, we received approval from the IRS regarding our filed method change related to the revenue recognition of cemetery merchandise and services sales.
+Added: As a result, we recorded a $ 0.5 million reduction to the reserve for uncertain tax positions, including interest, during the nine months ended September 30, 2022.
+Added: At December 31, 2021 and September 30, 2022, the reserve for uncertain tax positions was $ 3.8 million and $ 3.3 million, respectively, related to carrying back the net operating losses generated in the tax year ended December 31, 2018, filed under the CARES Act on June 30, 2020.
Income tax expense during interim periods is based on our forecasted annual effective tax rate plus any discrete items, which are recorded in the period in which they occur.
Discrete items include, but are not limited to, such events as changes in estimates due to finalization of income tax returns, tax audit settlements, tax effects of exercised or vested stock-based awards and increases or decreases in valuation allowances on deferred tax assets.
−Removed: For the three months ended June 30, 2021 and 2022, we had an income tax benefit of $ 4.2 million and an income tax expense of $ 4.2 million, respectively and for the six months ended June 30, 2021 and 2022, we had an income tax expense of $ 1.4 million and $ 9.3 million, respectively.
−Removed: Our operating tax rate before discrete items was 33.0 % and 28.0 % for the three months ended June 30, 2021 and 2022, respectively and 28.5 % and 27.2 % for the six months ended June 30, 2021 and 2022, respectively.
+Added: For the three months ended September 30, 2021 and 2022, we had an income tax expense of $ 5.1 million and $ 2.8 million, respectively, and for the nine months ended September 30, 2021 and 2022, we had an income tax expense of $ 6.6 million and $ 12.1 million, respectively.
+Added: Our operating tax rate before discrete items was 28.2 % and 30.6 % for the three months ended September 30, 2021 and 2022, respectively, and 28.3 % and 27.8 % for the nine months ended September 30, 2021 and 2022, respectively.
Computation of Earnings Per Common Share
9 unchanged sentences
Subsequent Events
−Removed: We have evaluated events and transactions during the period subsequent to June 30, 2022 through the date the financial statements were issued for potential recognition or disclosure in the accompanying financial statements covered by this report.
+Added: We have evaluated events and transactions during the period subsequent to September 30, 2022 through the date the financial statements were issued for potential recognition or disclosure in the accompanying financial statements covered by this report.
+Added: See Note 19 to the Consolidated Financial Statements included herein for additional information related to our subsequent
RECENTLY ISSUED ACCOUNTING STANDARDS
4 unchanged sentences
The amendments apply only to contracts and hedging relationships that reference London InterBank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform.
−Removed: These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022.
+Added: These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered
+Added: into or evaluated on or before December 31, 2022.
Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts.
1 unchanged sentence
On May 27, 2022, we amended our Credit Facility (defined in Note 11) to establish the Bloomberg Short-Term Bank Yield Index Rate (“BSBY”) as a benchmark rate and removed LIBOR from our Credit Facility, among other things.
−Removed: We did not apply the optional expedients provided by the guidance in this ASU.
+Added: We did not apply the optional expedients provided by the guidance in Topic 848.
See Note 11 to the Consolidated Financial Statements herein for additional information related to the amended Credit Facility.
5 unchanged sentences
These amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments.
−Removed: We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2023.
+Added: We plan to adopt the provisions of Topic 805 for our fiscal year beginning January 1, 2023.
We are still evaluating the impact of adoption on our consolidated financial statements.
3 unchanged sentences
This amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to disclosures occurring on or after the effective date of the amendment.
−Removed: We plan to adopt the provisions of this ASU for our fiscal year beginning January 1, 2023.
+Added: We plan to adopt the provisions of Topic 326 for our fiscal year beginning January 1, 2023.
We expect the adoption will have no impact on our consolidated financial statements.
+Added: On August 8, 2022, we acquired a business consisting of two funeral homes in Kissimmee, Florida for $ 6.3 million in cash.
+Added: We acquired substantially all of the assets and assumed certain operating liabilities of this business.
+Added: The pro forma impact of this acquisition on prior periods is not presented, as the impact is not significant to our reported results.
+Added: The results of the acquired business are reflected in our Consolidated Statements of Operations from the date of acquisition.
+Added: The measurement period to determine the fair values of acquired identifiable assets and assumed liabilities will end at the earlier of 12 months from the date of the acquisition or as soon as we receive the information we are seeking about facts and circumstances that existed as of the acquisition date.
+Added: Provisional estimates for inventory, furniture and equipment and intangible assets have been recorded for the acquisition as independent valuations have not been finalized.
+Added: We do not not expect any significant differences from estimated values upon completion of the valuations.
+Added: Estimated fair values of the assets acquired and liabilities assumed in this transaction as of the closing date are as follows (in thousands):
+Added: Estimated Fair Values
+Added: Current assets $ 28
+Added: Property, plant & equipment 2,986
+Added: Goodwill 2,694
+Added: Intangible and other non-current assets 542
+Added: Purchase price $ 6,250
+Added: The intangible and other non-current assets relate to the fair value of tradenames.
+Added: For the nine months ended September 30, 2021, we did not acquire any businesses.
+Added: At September 30, 2022, we did not estimate a fair value for preneed funeral trust assets and liabilities for this acquisition as this information was not yet available.
+Added: However, the preneed funeral trust assets and liabilities offset in our Consolidated Balance Sheet.
The following table presents changes in goodwill in the accompanying Consolidated Balance Sheet (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Goodwill at the beginning of the period $ 392,978 $ 391,972
+Added: Increase in goodwill related to acquisitions — 2,694
Decrease in goodwill related to divestitures ( 1,006 ) ( 901 )
Goodwill at the end of the period $ 391,972 $ 393,765
−Removed: During the six months ended June 30, 2022, we allocated $ 0.9 million of goodwill to the sale of two funeral homes for
−Removed: a loss recorded in Net (gain) loss on divestitures , disposals and impairments charges.
+Added: During the three and nine months ended September 30, 2022, we recognized $ 2.7 million in goodwill related to our 2022 acquisition described in Note 3 to the Consolidated Financial Statements included herein.
+Added: During the nine months ended September 30, 2021 and 2022, we allocated $ 1.0 million and $ 0.9 million of goodwill to the sale of one funeral home and two funeral homes, respectively, for a loss recorded in Net (gain) loss on divestitures, disposals and impairments charges.
+Added: See Note 1 to the Consolidated Financial Statements included herein, for a discussion of the methodology used for our goodwill impairment test.
DIVESTED OPERATIONS
−Removed: During the three and six months ended June 30, 2022, we merged one funeral home with another business we own in an existing market and sold two funeral homes for an aggregate of $ 0.9 million, respectively.
−Removed: During the three and six months ended June 30, 2021, we sold one funeral home for $ 0.7 million and three funeral homes for $ 3.5 million, respectively.
+Added: During the three months ended September 30, 2021 and 2022, we did not sell any funeral homes or cemeteries.
+Added: During the nine months ended September 30, 2022, we merged one funeral home with another business we own in an existing market and sold two funeral homes for an aggregate of $ 0.9 million.
+Added: During the nine months ended September 30, 2021, we sold three funeral homes for an aggregate of $ 3.5 million.
The operating results of these divested funeral homes are reflected on our Consolidated Statements of Operations as shown in the table below (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
8 unchanged sentences
Accounts receivable is comprised of the following (in thousands):
−Removed: June 30, 2022
+Added: September 30, 2022
Funeral Cemetery Corporate Total
12 unchanged sentences
The following table summarizes the activity in our allowance for credit losses by portfolio segment (in thousands):
−Removed: January 1, 2022 Provision for Credit Losses Write Offs Recoveries June 30, 2022
+Added: January 1, 2022 Provision for Credit Losses Write Offs Recoveries September 30, 2022
Trade and financed receivables:
4 unchanged sentences
Our preneed cemetery receivables are comprised of the following (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Interment rights $ 40,863 $ 43,888
3 unchanged sentences
The components of our preneed cemetery receivables are as follows (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Preneed cemetery receivables $ 52,855 $ 56,899
6 unchanged sentences
The following table summarizes the activity in our allowance for credit losses for Preneed cemetery receivables, net (in thousands):
−Removed: January 1, 2022 Provision for Credit Losses Write Offs June 30, 2022
+Added: January 1, 2022 Provision for Credit Losses Write Offs September 30, 2022
Total allowance for credit losses on Preneed cemetery receivables, net
$ ( 1,079 ) $ ( 736 ) $ 637 $ ( 1,178 )
−Removed: The amortized cost basis of our preneed cemetery receivables by year of origination at June 30, 2022 is as follows (in thousands):
+Added: The amortized cost basis of our preneed cemetery receivables by year of origination at September 30, 2022 is as follows (in thousands):
2022 2021 2020 2019 2018 Prior Total
Total preneed cemetery receivables, at amortized cost $ 21,973 $ 14,838 $ 7,854 $ 4,376 $ 1,585 $ 1,495 $ 52,121
−Removed: The aging of past due preneed cemetery receivables at June 30, 2022 is as follows (in thousands):
+Added: The aging of past due preneed cemetery receivables at September 30, 2022 is as follows (in thousands):
Past Due 61-90
19 unchanged sentences
treasury debt, common stock and equity mutual funds.
−Removed: Where quoted market prices are not available for the specific security, then fair values are estimated by using quoted prices of similar securities in active markets or inputs other than quoted prices that can corroborate observable
+Added: Where quoted market prices are not available for the specific security, then fair values are estimated by using quoted prices of similar securities in active markets or inputs other than quoted prices that can corroborate observable market data.
These investments are fixed income securities, including U.S.
8 unchanged sentences
The components of Preneed cemetery trust investments on our Consolidated Balance Sheet are as follows (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Preneed cemetery trust investments, at market value $ 103,808 $ 90,130
1 unchanged sentence
Preneed cemetery trust investments $ 100,903 $ 87,030
−Removed: The cost and market values associated with preneed cemetery trust investments at June 30, 2022 are detailed below (in thousands):
+Added: The cost and market values associated with preneed cemetery trust investments at September 30, 2022 are detailed below (in thousands):
Fair Value Hierarchy Level Cost Unrealized
16 unchanged sentences
Market value as a percentage of cost 86.3 %
−Removed: The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
+Added: The estimated maturities of the fixed income securities (excluding mutual funds) at September 30, 2022 included above are as follows (in thousands):
Due in one year or less $ 1,515
20 unchanged sentences
Market value as a percentage of cost 106.2 %
−Removed: The following table summarized our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at June 30, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
−Removed: June 30, 2022
+Added: The following table summarized our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at September 30, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
+Added: September 30, 2022
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
17 unchanged sentences
Preneed cemetery trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
7 unchanged sentences
Purchases and sales of investments in the preneed cemetery trusts are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
5 unchanged sentences
The components of Preneed funeral trust investments on our Consolidated Balance Sheet are as follows (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Preneed funeral trust investments, at market value $ 116,973 $ 102,028
1 unchanged sentence
Preneed funeral trust investments $ 113,658 $ 98,638
−Removed: The cost and market values associated with preneed funeral trust investments at June 30, 2022 are detailed below (in thousands):
+Added: The cost and market values associated with preneed funeral trust investments at September 30, 2022 are detailed below (in thousands):
Fair Value Hierarchy Level Cost Unrealized
16 unchanged sentences
Market value as a percentage of cost 89.6 %
−Removed: The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
+Added: The estimated maturities of the fixed income securities (excluding mutual funds) at September 30, 2022 included above are as follows (in thousands):
Due in one year or less $ 1,382
21 unchanged sentences
Market value as a percentage of cost 105.1 %
−Removed: The following table summarized our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at June 30, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
−Removed: June 30, 2022
+Added: The following table summarized our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at September 30, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
+Added: September 30, 2022
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
16 unchanged sentences
Preneed funeral trust investment security transactions recorded in Other, net on the Consolidated Statements of Operations are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
7 unchanged sentences
Purchases and sales of investments in the preneed funeral trusts are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
4 unchanged sentences
The components of Care trusts’ corpus are as follows (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Cemetery perpetual care trust investments, at market value $ 72,400 $ 60,569
1 unchanged sentence
Care trusts’ corpus $ 71,156 $ 60,067
−Removed: The following table reflects the cost and market values associated with the trust investments held in cemetery perpetual care trust funds at June 30, 2022 (in thousands):
+Added: The following table reflects the cost and market values associated with the trust investments held in cemetery perpetual care trust funds at September 30, 2022 (in thousands):
Fair Value Hierarchy Level Cost Unrealized
14 unchanged sentences
Market value as a percentage of cost 85.9 %
−Removed: The estimated maturities of the fixed income securities (excluding mutual funds) included above are as follows (in thousands):
+Added: The estimated maturities of the fixed income securities (excluding mutual funds) at September 30, 2022 included above are as follows (in thousands):
Due in one year or less $ 978
20 unchanged sentences
Market value as a percentage of cost 106.6 %
−Removed: The following table summarized our fixed income securities (excluding mutual funds) within our cemetery perpetual care trust investment in an unrealized loss position at June 30, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
−Removed: June 30, 2022
+Added: The following table summarized our fixed income securities (excluding mutual funds) within our cemetery perpetual care trust investment in an unrealized loss position at September 30, 2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):
+Added: September 30, 2022
In Loss Position Less than 12 months In Loss Position Greater than 12 months Total
15 unchanged sentences
Cemetery perpetual care trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
5 unchanged sentences
Cemetery perpetual care trust investment security transactions recorded in Other revenue are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
3 unchanged sentences
Purchases and sales of investments in the cemetery perpetual care trusts are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
5 unchanged sentences
Receivables from preneed funeral trusts are as follows (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Preneed funeral trust funds, at cost $ 19,597 $ 20,741
1 unchanged sentence
Receivables from preneed funeral trusts, net $ 19,009 $ 20,119
−Removed: The following summary reflects the composition of the assets held in trust and controlled by third parties to satisfy our future obligations under preneed arrangements related to the preceding contracts at December 31, 2021 and June 30, 2022.
+Added: The following summary reflects the composition of the assets held in trust and controlled by third parties to satisfy our future obligations under preneed arrangements related to the preceding contracts at December 31, 2021 and September 30, 2022.
The cost basis includes reinvested interest and dividends that have been earned on the trust assets.
Fair value includes unrealized gains and losses on trust assets.
−Removed: The composition of the preneed funeral trust funds at June 30, 2022 is as follows (in thousands):
+Added: The composition of the preneed funeral trust funds at September 30, 2022 is as follows (in thousands):
Cost Basis Fair Value
18 unchanged sentences
Our acquisition debt and Credit Facility (as defined in Note 11) and Senior Notes (as defined in Note 12) are classified within Level 2 of the Fair Value Measurements hierarchy.
−Removed: At June 30, 2022, the carrying value and fair value of our Credit Facility was $ 175.2 million.
+Added: At September 30, 2022, the carrying value and fair value of our Credit Facility was $ 169.0 million.
We believe that our Credit Facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and therefore, the carrying value of our Credit Facility approximates fair value.
−Removed: At June 30, 2022, the carrying value of our acquisition debt was $ 4.5 million, which approximated its fair value.
+Added: At September 30, 2022, the carrying value of our acquisition debt was $ 4.5 million, which approximated its fair value.
We estimate the fair value of our acquisition debt utilizing an income approach, which uses a present value calculation to discount payments based on current market rates as of the reporting date.
−Removed: At June 30, 2022, the fair value of our Senior Notes was $ 327.7 million based on the last traded or broker quoted price.
−Removed: At December 31, 2021 and June 30, 2022, we did not have any assets that had fair values determined by Level 3 inputs and no liabilities measured at fair value.
+Added: At September 30, 2022, the fair value of our Senior Notes was $ 317.2 million based on the last traded or broker quoted price.
+Added: At December 31, 2021 and September 30, 2022, we did not have any assets that had fair values determined by Level 3 inputs and no liabilities measured at fair value.
We identified investments in fixed income securities, common stock and mutual funds presented within the preneed and perpetual care trust investments categories on our Consolidated Balance Sheet as having met the criteria for fair value measurement.
4 unchanged sentences
Intangible and other non-current assets are as follows (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Tradenames $ 23,565 $ 24,108
3 unchanged sentences
Our tradenames have indefinite lives and therefore are not amortized.
+Added: During the three and nine months ended September 30, 2022, we increased the value of our tradenames by $ 0.5 million related to our 2022 acquisition described in Note 3 to the Consolidated Financial Statements included herein.
+Added: See Note 1 to the Consolidated Financial Statements included herein for a discussion of the methodology used for our indefinite-lived intangible asset impairment test.
Prepaid Agreements
Prepaid agreements not-to-compete are amortized over the term of the respective agreements, ranging generally from one to ten years .
−Removed: Amortization expense was $ 169,000 and $ 142,000 for the three months ended June 30, 2021 and 2022, respectively and $ 337,000 and $ 290,000 for the six months ended June 30, 2021 and 2022, respectively.
+Added: Amortization expense was $ 158,000 and $ 142,000 for the three months ended September 30, 2021 and 2022, respectively, and $ 495,000 and $ 432,000 for the nine months ended September 30, 2021 and 2022, respectively.
Capitalized Commissions
1 unchanged sentence
These costs are amortized on a straight-line basis over the average maturity period for our preneed cemetery merchandise and services contracts and preneed funeral trust contracts, of eight and ten years , respectively.
−Removed: Amortization expense was $ 156,000 and $ 174,000 for the three months ended June 30, 2021 and 2022, respectively and $ 308,000 and $ 344,000 for the six months ended June 30, 2021 and 2022, respectively.
−Removed: The aggregate amortization expense for our non-compete agreements and capitalized commissions as of June 30, 2022 is as follows (in thousands):
+Added: Amortization expense was $ 165,000 and $ 181,000 for the three months ended September 30, 2021 and 2022, respectively, and $ 473,000 and $ 525,000 for the nine months ended September 30, 2021 and 2022, respectively.
+Added: The aggregate amortization expense for our non-compete agreements and capitalized commissions as of September 30, 2022 is as follows (in thousands):
Prepaid Agreements Capitalized Commissions
4 unchanged sentences
CREDIT FACILITY AND ACQUISITION DEBT
−Removed: On May 27 2022, we entered into a second amendment and commitment increase (the “Credit Facility Amendment”) to the first amended and restated credit agreement dated May 13, 2021 (as amended, the “Credit Facility”) with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent.
+Added: On May 27 2022, we entered into a second amendment and commitment increase (the “Credit Facility Amendment”) to the first amended and restated credit agreement dated May 13, 2021 (as amended, including by the Credit Facility Amendment, the “Credit Facility”) with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent.
The Credit Facility Amendment provided, among other things, for (i) an increase to the Revolving Credit Commitments (as defined in the Credit Facility) under the Credit Facility from $ 200.0 million to $ 250.0 million in the aggregate;
1 unchanged sentence
(iii) the establishment of the BSBY as a benchmark rate and the removal of LIBOR from the Credit Facility;
−Removed: (iv) an increase in the
−Removed: maximum Total Leverage Ratio (as defined in the Credit Facility) to 5.25 to 1.00;
−Removed: and (v) modifications to the restricted payments covenant to allow the Company to make additional stock repurchases, subject to the satisfaction of certain conditions therein.
−Removed: We incurred $ 0.3 million in transactions costs related to this amendment, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.
−Removed: At June 30, 2022, our senior secured revolving Credit Facility was comprised of:
+Added: (iv) an increase in the maximum Total Leverage Ratio (as defined in the Credit Facility) to 5.25 to 1.00;
+Added: and (v) modifications to the restricted payments covenant to allow us to make additional stock repurchases, subject to the
+Added: satisfaction of certain conditions therein.
+Added: We incurred $ 0.3 million in transactions costs related to the Credit Facility Amendment, which were capitalized and will be amortized over the remaining term of the related debt using the straight-line method.
+Added: At September 30, 2022, the Credit Facility was comprised of:
(i) a $ 250.0 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.
6 unchanged sentences
In addition, the Credit Facility also contains customary negative covenants, including, but not limited to, covenants that restrict (subject to certain exceptions) the ability of the Company and the Subsidiary Guarantors to incur indebtedness, grant liens, make investments, engage in mergers and acquisitions, and pay dividends and other restricted payments, and certain financial maintenance covenants.
−Removed: At June 30, 2022, we were subject to the following financial covenants under our Credit Facility:
+Added: At September 30, 2022, we were subject to the following financial covenants under our Credit Facility:
(A) a Total Leverage Ratio not to exceed 5.25 to 1.00 and (B) 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.
−Removed: We were in compliance with all of the covenants contained in our Credit Facility as of June 30, 2022.
+Added: We were in compliance with all of the covenants contained in our Credit Facility as of September 30, 2022.
Our Credit Facility and Acquisition debt consisted of the following (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Credit Facility $ 155,400 $ 169,000
5 unchanged sentences
Total acquisition debt, net of current portion $ 3,979 $ 3,846
−Removed: At June 30, 2022, we had outstanding borrowings under the Credit Facility of $ 175.2 million.
+Added: At September 30, 2022, we had outstanding borrowings under the Credit Facility of $ 169.0 million.
We also had one letter of credit for $ 2.3 million under the Credit Facility.
The letter of credit will expire on November 25, 2022 and is expected to automatically renew annually and secures our obligations under our various self-insured policies.
−Removed: At June 30, 2022, we had $ 72.5 million of availability under the Credit Facility.
−Removed: As of the effective date of the Credit Facility Amendment, outstanding borrowings under our Credit Facility bear interest at a prime rate or a BSBY rate, plus an applicable margin based our leverage ratio.
−Removed: At June 30, 2022, the prime rate margin was equivalent to 1.125 % and the BSBY rate margin was 2.125 %.
−Removed: The weighted average interest rate on our Credit Facility was 2.5 % and 2.9 % for the three months ended June 30, 2021 and 2022, respectively and 2.8 % and 2.5 % for the six months ended June 30, 2021 and 2022, respectively.
−Removed: T he interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: At September 30, 2022, we had $ 78.7 million of availability under the Credit Facility.
+Added: As of the effective date of the Credit Facility Amendment, outstanding borrowings under our Credit Facility bear interest at a prime rate or a BSBY rate, plus an applicable margin based on our leverage ratio.
+Added: At September 30, 2022, the prime rate margin was equivalent to 1.125 % and the BSBY rate margin was 2.125 %.
+Added: The weighted average interest rate on our Credit Facility was 2.0 % and 4.3 % for the three months ended September 30, 2021 and 2022, respectively, and 2.5 % and 3.1 % for the nine months ended September 30, 2021 and 2022, respectively.
+Added: The interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
5 unchanged sentences
The imputed interest expense related to our acquisition debt is as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
1 unchanged sentence
The carrying value of our 4.25 % senior notes due 2029 (the “Senior Notes”) is reflected on our Consolidated Balance Sheet as follows (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Long-term liabilities:
5 unchanged sentences
Carrying value of the Senior Notes $ 394,610 $ 395,082
−Removed: At June 30, 2022, the fair value of the Senior Notes, which are Level 2 measurements, was $ 327.7 million.
+Added: At September 30, 2022, the fair value of the Senior Notes, which are Level 2 measurements, was $ 317.2 million.
The Senior Notes were issued under an indenture, dated as of May 13, 2021 (the “Indenture”), among the Company, the Subsidiary Guarantors and Wilmington Trust, National Association, as trustee.
7 unchanged sentences
In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the Senior Notes at a price equal to 100 % of the principal amount of the Senior Notes, plus accrued and unpaid interest.
−Removed: The Indenture contains restrictive covenants limiting our ability and our Restricted Subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on certain assets to secure debt, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, sell assets, agree to certain restrictions on the ability of Restricted Subsidiaries to make payments to us, consolidate, merge, sell or otherwise dispose of all or substantially all assets, or engage in transactions with affiliates.
+Added: The Indenture contains restrictive covenants limiting our ability and our Restricted Subsidiaries (as defined in the Indenture) to, among other things, incur additional indebtedness or issue certain preferred shares, create liens on certain assets to secure debt, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, sell assets, agree to certain restrictions on the ability of Restricted Subsidiaries to make payments to us, consolidate, merge, sell
+Added: or otherwise dispose of all or substantially all assets, or engage in transactions with affiliates.
The Indenture also contains customary events of default.
The interest expense and amortization of debt discount, debt premium and debt issuance costs related to our Senior Notes are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
4 unchanged sentences
The debt discount and the debt issuance costs are being amortized using the effective interest method over the remaining term of approximately 80 months of the Senior Notes.
−Removed: For both the three and six months ended June 30, 2022, the effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the Senior Notes was 4.42 % and 4.30 %, respectively.
−Removed: For the three and six months ended June 30, 2021, the effective interest rate on the unamortized debt discount and unamortized debt issuance costs for our $ 400 million in aggregate principal amount of 6.625 % senior notes due 2026 (the “Original Senior Notes”) was 6.87 % and 6.69 %, respectively.
−Removed: For the three and six months ended June 30, 2021, the effective interest rate on the unamortized debt premium and the unamortized debt issuance costs for the additional Original Senior Notes, issued in December 2019 was 6.20 % and 6.88 %, respectively.
−Removed: All of our Original Senior Notes were redeemed on June 1, 2021.
+Added: For both the three and nine months ended September 30, 2021 and 2022, the effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the Senior Notes was 4.42 % and 4.30 %, respectively.
Our lease obligations consist of operating and finance leases related to real estate and equipment.
The components of lease cost are as follows (in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
Income Statement Classification 2021 2022 2021 2022
13 unchanged sentences
Supplemental cash flow information related to our leases is as follows (in thousands):
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
Cash paid for operating leases included in operating activities $ 2,891 $ 2,698
1 unchanged sentence
Right-of-use assets obtained in exchange for new leases is as follows (in thousands):
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
Right-of-use assets obtained in exchange for new operating lease liabilities $ ( 1,358 ) $ 764
Right-of-use assets obtained in exchange for new finance lease liabilities — —
+Added: During the three and nine months ended September 30, 2021, we received a leasehold improvement allowance of $ 1.4 million for the renovation of our home office space in Houston, Texas from our lessor.
+Added: We recorded a leasehold improvement asset as property plant and equipment and reduced our right-of-use asset by $ 1.4 million.
+Added: The leasehold improvement allowance will be recognized prospectively by ratably reducing the lease expense over the remaining lease term.
Supplemental balance sheet information related to leases is as follows (in thousands):
−Removed: Lease Type Balance Sheet Classification December 31, 2021 June 30, 2022
+Added: Lease Type Balance Sheet Classification December 31, 2021 September 30, 2022
Operating lease right-of-use assets Operating lease right-of-use assets $ 17,881 $ 17,295
9 unchanged sentences
Total lease liabilities $ 25,965 $ 24,970
−Removed: The average lease terms and discount rates at June 30, 2022 are as follows:
+Added: The average lease terms and discount rates at September 30, 2022 are as follows:
Weighted-average remaining lease term (years) Weighted-average discount rate
1 unchanged sentence
Finance leases 11.8 8.2 %
−Removed: The aggregate future lease payments for operating and finance leases at June 30, 2022 are as follows (in thousands):
+Added: The aggregate future lease payments for operating and finance leases at September 30, 2022 are as follows (in thousands):
Operating Finance
9 unchanged sentences
Present value of lease liabilities $ 19,712 $ 5,258
−Removed: At June 30, 2022, we had no additional significant operating or finance leases that had not yet commenced.
+Added: At September 30, 2022, we had no additional significant operating or finance leases that had not yet commenced.
COMMITMENTS AND CONTINGENCIES
Chinchilla v.
−Removed: Carriage Services, Inc., et al., Superior Court of California, San Joaquin County, Case No.
+Added: Carriage Services, Inc., et al.
+Added: , Superior Court of California, San Joaquin County, Case No.
STK-CV-UOE-2021-0004661.
On May 19, 2021, a putative class action against the Company and several of our subsidiaries was filed.
−Removed: The plaintiff, a former employee, seeks monetary damages on behalf of himself and other similarly situated current and former non-exempt employees.
−Removed: The plaintiff claims that the Company failed to, among other things, pay minimum wages, provide meal and rest breaks, pay overtime, provide accurately itemized wage statements, reimburse employees for business expenses, and provide wages when due.
+Added: The plaintiff, a former employee, sought monetary damages on behalf of himself and other similarly situated current and former non-exempt employees.
+Added: The plaintiff claimed that the Company failed to, among other things, pay minimum wages, provide meal and rest breaks, pay overtime, provide accurately itemized wage statements, reimburse employees for business expenses, and provide wages when due.
On January 5, 2022, the parties to the litigation engaged in and executed a Memorandum of Understanding for class settlement in the amount of $ 1.0 million.
The parties subsequently executed a Class Settlement Agreement, and the court granted preliminary approval of the Class Settlement Agreement on March 29, 2022.
−Removed: The court granted Final Approval on July 26, 2022, and we will fund the final settlement in the amount of $ 1.2 million within 15 days of the court’s order.
−Removed: At June 30, 2022, we accrued $ 1.3 million for the final settlement amount and associated legal fees.
+Added: The court granted Final Approval on July 26, 2022, and we funded the final settlement in the amount of $ 1.2 million on August 8, 2022.
STOCKHOLDERS ’ EQUITY
1 unchanged sentence
Restricted stock activity is as follows (in thousands, except shares):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
3 unchanged sentences
Cancelled — $ — 500 $ 16 966 $ 27 1,950 $ 63
−Removed: (1) Restricted stock granted during the six months ended June 30, 2021 vests over a three-year period, if the employee has remained continuously employed by us during the vesting period, at a weighted average stock price of $ 34.79 .
−Removed: We recorded stock-based compensation expense, which is included in General, administrative and other expenses , for restricted stock awards of $ 98,000 and $ 40,000 for the three months ended June 30, 2021 and 2022, respectively and $ 219,000 and $ 97,000 for the six months ended June 30, 2021 and 2022, respectively.
+Added: (1) Restricted stock granted during the nine months ended September 30, 2021 vests over a three-year period, if the employee has remained continuously employed by us during the vesting period, at a weighted average stock price of $ 34.79 .
+Added: We recorded stock-based compensation expense, which is included in General, administrative and other expenses , for restricted stock awards of $ 89,000 and $ 36,000 for the three months ended September 30, 2021 and 2022, respectively, and $ 308,000 and $ 133,000 for the nine months ended September 30, 2021 and 2022, respectively.
Stock Options
Stock option grants and cancellations are as follows (in thousands, except shares):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
3 unchanged sentences
— $ — — $ — 150,000 $ 1,684 — $ —
+Added: — $ — 12,600 $ 143 — $ — 12,600 $ 143
Cancelled 6,000 $ 61 3,652 $ 37 19,684 $ 181 28,790 $ 322
−Removed: (1) Stock options granted during the six months ended June 30, 2021 and 2022 had a weighted average price of $ 34.79 and $ 49.48 , respectively.
+Added: (1) Stock options granted during the nine months ended September 30, 2021 and 2022 had a weighted average price of $ 34.79 and $ 49.48 , respectively.
The fair value of these options was calculated using the Black-Scholes option pricing model.
1 unchanged sentence
These options will vest if the employee has remained continuously employed by us through the vesting period.
−Removed: (2) Stock options granted during the six months ended June 30, 2022 had a weighted average price of $ 49.48 .
+Added: (2) Stock options granted during the nine months ended September 30, 2022 had a weighted average price of $ 49.48 .
The fair value of these options was calculated using the Black-Scholes option pricing model and vest over a seven-year period and have a ten-year term.
These options will vest if the employee has remained continuously employed by us through the vesting period.
−Removed: (3) We granted 150,000 options to a certain key employee at a weighted average price of $ 34.79 .
+Added: (3) We granted 150,000 options to a key employee at a weighted average price of $ 34.79 .
These options will vest when the price of our common stock closes at or above $ 53.39 ( 50,000 options) and $ 77.34 ( 100,000 options) for three consecutive days within the ten-year term and the employee has remained continuously employed by us through such date.
The fair value of these options was $ 1.7 million.
+Added: (4) Stock options granted during the three and nine months ended September 30, 2022 had a weighted average price of $ 31.58 .
+Added: The fair value of these options was calculated using the Black-Scholes option pricing model and vest over a three-year period and have a ten-year term.
+Added: These options will vest if the employee has remained continuously employed by us through the vesting period.
Additional stock option activity is as follows (in thousands, except shares):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
6 unchanged sentences
2,192 $ 82 — $ — 20,163 $ 1,058 1,601 $ 82
−Removed: (1) Stock options exercised during the three months ended June 30, 2021 had a weighted average exercise price of $ 20.44 , with an aggregate intrinsic value of $ 3.1 million.
−Removed: Stock options exercised during the six months ended June 30, 2021 and 2022 had a weighted average exercise price of $ 21.78 and $ 25.88 , respectively, with an aggregate intrinsic value of $ 4.4 million and $ 0.5 million, respectively.
+Added: (1) Stock options exercised during the three months ended September 30, 2021 had a weighted average exercise price of $ 21.81 , with an aggregate intrinsic value of $ 0.6 million.
+Added: Stock options exercised during the nine months ended September 30, 2021 and 2022 had a weighted average exercise price of $ 21.78 and $ 25.88 , respectively, with an aggregate intrinsic value of $ 5.0 million and $ 0.5 million, respectively.
(2) Represents shares withheld/cash received for the payment of the option price.
(3) Represents shares withheld/cash paid for the payment of payroll taxes.
−Removed: We recorded stock-based compensation expense, which is included in General, administrative and other expenses , for stock options of $ 480,000 and $ 550,000 for the three months ended June 30, 2021 and 2022, respectively and $ 1,040,000 and $ 1,188,000 for the six months ended June 30, 2021 and 2022, respectively.
+Added: We recorded stock-based compensation expense, which is included in General, administrative and other expenses , for stock options of $ 467,000 and $ 559,000 for the three months ended September 30, 2021 and 2022, respectively, and $ 1,507,000 and $ 1,747,000 for the nine months ended September 30, 2021 and 2022, respectively.
Performance Awards
Performance award activity is as follows (in thousands, except shares):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
5 unchanged sentences
It was treated as a modification of the original performance award agreement and resulted in an additional $ 2.6 million of incremental compensation expense, expected to be recognized over the remaining term of 36 months.
−Removed: The fair value of the performance awards granted during the three months ended June 30, 2022 was determined by using the Monte-Carlo simulation pricing model with the following assumptions:
−Removed: Grant date April 1, 2022
−Removed: Performance Period April 1, 2022 - December 31, 2024
−Removed: Simulation period (years) 2.75
−Removed: Share price at grant date $ 52.49
−Removed: Expected volatility 44.44 %
−Removed: Risk-free interest rate 2.55 %
−Removed: We recorded stock-based compensation expense, which is included in General, administrative and other expenses , for performance awards of $ 352,000 and $ 637,000 for the three months ended June 30, 2021 and 2022, respectively and $ 589,000 and $ 1,203,000 for the six months ended June 30, 2021 and 2022, respectively.
+Added: We recorded stock-based compensation expense, which is included in General, administrative and other expenses , for performance awards of $ 475,000 and $ 701,000 for the three months ended September 30, 2021 and 2022, respectively, and $ 1,064,000 and $ 1,904,000 for the nine months ended September 30, 2021 and 2022, respectively.
Employee Stock Purchase Plan
ESPP activity is as follows (in thousands, except shares):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
6 unchanged sentences
Expected life (years) 0.25 , 0.50 , 0.75 , 1.00
−Removed: We recorded stock-based compensation expense, which is included in General, administrative and other expenses and Regional and unallocated funeral and cemetery costs , for the ESPP totaling $ 135,000 and $ 152,000 for the three months ended June 30, 2021 and 2022, respectively and $ 341,000 and $ 351,000 for the six months ended June 30, 2021 and 2022, respectively.
+Added: We recorded stock-based compensation expense, which is included in General, administrative and other expenses and Regional and unallocated funeral and cemetery costs , for the ESPP totaling $ 117,000 and $ 120,000 for the three months ended September 30, 2021 and 2022, respectively, and $ 458,000 and $ 471,000 for the nine months ended September 30, 2021 and 2022, respectively.
Good To Great Incentive Program
−Removed: Common stock issued to certain employees under this incentive program is as follows (in millions, except shares):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Common stock issued to certain employees under this incentive program is as follows (in thousands, except shares):
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
1 unchanged sentence
— $ — — $ — — $ — 27,448 $ 1,358
−Removed: (1) Common stock granted during the six months ended June 30, 2022 had a grant date stock price of $ 49.48 .
+Added: (1) Common stock granted during the nine months ended September 30, 2022 had a grant date stock price of $ 49.48 .
Non-Employee Director and Board Advisor Compensation
Non-Employee Director and Board Advisor common stock activity is as follows (in thousands, except shares):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
1 unchanged sentence
Board of Directors (1)
+Added: 3,192 $ 142 2,214 $ 71 12,565 $ 480 7,255 $ 307
Advisor to the Board (1)
−Removed: (1) Common stock granted during the three months ended June 30, 2021 and 2022 had a weighted average price of $ 36.97 and $ 39.65 , respectively and $ 36.01 and $ 46.83 for the six months ended June 30, 2021 and 2022.
−Removed: We recorded compensation expense, which is included in General, administrative and other expenses , related to annual retainers, including the value of stock granted to non-employee Directors and an advisor to our Board, of $ 219,000 and $ 184,000 for the three months ended June 30, 2021 and 2022, respectively and $ 455,000 and $ 385,000 for the six months ended June 30, 2021 and 2022, respectively.
+Added: 112 $ 5 155 $ 5 389 $ 15 374 $ 15
+Added: (1) Common stock granted during the three months ended September 30, 2021 and 2022 had a weighted average price of $ 44.59 and $ 32.16 , respectively, and $ 38.20 and $ 42.20 for the nine months ended September 30, 2021 and 2022.
+Added: We recorded compensation expense, which is included in General, administrative and other expenses , related to annual retainers, including the value of stock granted to non-employee Directors and an advisor to our Board of Directors (the “Board”), of $ 201,000 and $ 167,000 for the three months ended September 30, 2021 and 2022, respectively, and $ 656,000 and $ 552,000 for the nine months ended September 30, 2021 and 2022, respectively.
Share Repurchase
1 unchanged sentence
Share repurchase activity is as follows (dollar value in thousands):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
4 unchanged sentences
$ 53,239 $ — $ 65,540 $ 34,234
−Removed: (1) During the six months ended June 30, 2021, 24,700 shares settled in July 2021, which had a cost of $ 0.7 million.
−Removed: Our shares were purchased in the open market at times and in amounts as management determined appropriate based on factors such as market conditions, legal requirements and other business considerations.
+Added: (1) During the three and nine months ended September 30, 2021, 84,000 shares settled in October 2021, which had a cost of $ 3.8 million.
+Added: Our shares are purchased in the open market at times and in amounts as management determined appropriate based on factors such as market conditions, legal requirements and other business considerations.
Shares purchased pursuant to the repurchase program are currently held as treasury shares.
−Removed: At June 30, 2022, our share repurchase program had $ 48.9 million authorized for repurchases.
+Added: During the three months ended September 30, 2022, we did not repurchase any shares of our common stock pursuant to our share repurchase program.
+Added: At September 30, 2022, our share repurchase program had $ 48.9 million authorized for additional repurchases.
Cash Dividend
3 unchanged sentences
$ 0.1125 $ 1,730
+Added: September 1 st
+Added: $ 0.1125 $ 1,653
2021 Per Share Dollar Value
1 unchanged sentence
$ 0.1000 $ 1,808
+Added: September 1 st
+Added: $ 0.1000 $ 1,783
EARNINGS PER SHARE
The following table sets forth the computation of the basic and diluted earnings per share (in thousands, except per share data):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Numerator for basic and diluted earnings per share:
−Removed: Net income (loss) $ ( 6,167 ) $ 10,899 $ 6,766 $ 27,301
−Removed: Loss (earnings) allocated to unvested restricted stock 8 ( 6 ) ( 13 ) ( 20 )
−Removed: Income (loss) attributable to common stockholders $ ( 6,159 ) $ 10,893 $ 6,753 $ 27,281
+Added: Net income $ 13,046 $ 5,860 $ 19,812 $ 33,361
+Added: Earnings allocated to unvested restricted stock ( 18 ) ( 3 ) ( 33 ) ( 21 )
+Added: Income attributable to common stockholders $ 13,028 $ 5,857 $ 19,779 $ 33,340
Denominator for basic earnings per common share - weighted average shares outstanding 17,499 14,689 17,809 14,908
3 unchanged sentences
Denominator for diluted earnings per common share - weighted average shares outstanding 18,246 15,537 18,365 15,849
−Removed: Basic earnings (loss) per common share:
+Added: Basic earnings per common share:
$ 0.74 $ 0.40 $ 1.11 $ 2.22
−Removed: Diluted earnings (loss) per common share:
+Added: Diluted earnings per common share:
$ 0.71 $ 0.38 $ 1.08 $ 2.09
−Removed: For the three and six months ended June 30, 2022 there were 366,038 and 259,359 stock options, respectively, excluded from the computation of diluted earnings per share because the inclusion of such stock option would result in an antidilutive effect.
−Removed: For the three and six months ended June 30, 2021, no stock options were excluded from the computation of diluted earnings per share.
+Added: For the three and nine months ended September 30, 2022, there were 363,073 and 294,310 stock options, respectively, excluded from the computation of diluted earnings per share because the inclusion of such stock option would result in an antidilutive effect.
+Added: For the three and nine months ended September 30, 2021, no stock options were excluded from the computation of diluted earnings per share.
Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions.
−Removed: At June 30, 2022, we had satisfied certain performance criteria for the first, second and third predetermined growth targets of our performance awards to be considered outstanding.
+Added: At September 30, 2022, we had satisfied certain performance criteria for the first, second and third predetermined growth targets of our performance awards to be considered outstanding.
Therefore, we included these awards in the computation of diluted earnings per share as of the beginning of the reporting period.
1 unchanged sentence
Revenue, disaggregated by major source for each of our reportable segments was as follows (in thousands):
−Removed: Three months ended June 30, 2022
+Added: Three months ended September 30, 2022
Funeral Cemetery Total
4 unchanged sentences
Total $ 62,780 $ 24,717 $ 87,497
−Removed: Three months ended June 30, 2021
+Added: Three months ended September 30, 2021
Funeral Cemetery Total
4 unchanged sentences
Total $ 68,897 $ 26,144 $ 95,041
−Removed: Six months ended June 30, 2022
+Added: Nine months ended September 30, 2022
Funeral Cemetery Total
4 unchanged sentences
Total $ 199,073 $ 77,185 $ 276,258
−Removed: Six months ended June 30, 2021
+Added: Nine months ended September 30, 2021
Funeral Cemetery Total
7 unchanged sentences
Operating income (loss):
−Removed: Three months ended June 30, 2022 $ 18,485 $ 10,421 $ ( 9,181 ) $ 19,725
−Removed: Three months ended June 30, 2021 16,604 11,498 ( 7,178 ) 20,924
−Removed: Six months ended June 30, 2022 $ 43,947 $ 18,639 $ ( 17,710 ) $ 44,876
−Removed: Six months ended June 30, 2021 42,480 20,991 ( 16,301 ) 47,170
+Added: Three months ended September 30, 2022 $ 17,584 $ 8,023 $ ( 10,385 ) $ 15,222
+Added: Three months ended September 30, 2021 22,924 9,471 ( 9,130 ) 23,265
+Added: Nine months ended September 30, 2022 $ 61,531 $ 26,662 $ ( 28,095 ) $ 60,098
+Added: Nine months ended September 30, 2021 65,404 30,462 ( 25,431 ) 70,435
Income (loss) before income taxes:
−Removed: Three months ended June 30, 2022 $ 19,765 $ 10,427 $ ( 15,072 ) $ 15,120
−Removed: Three months ended June 30, 2021 16,462 11,552 ( 38,373 ) ( 10,359 )
−Removed: Six months ended June 30, 2022 $ 46,973 $ 18,686 $ ( 29,055 ) $ 36,604
−Removed: Six months ended June 30, 2021 42,174 21,028 ( 54,987 ) 8,215
+Added: Three months ended September 30, 2022 $ 17,605 $ 7,985 $ ( 16,951 ) $ 8,639
+Added: Three months ended September 30, 2021 22,777 9,508 ( 14,117 ) 18,168
+Added: Nine months ended September 30, 2022 $ 64,577 $ 26,671 $ ( 46,005 ) $ 45,243
+Added: Nine months ended September 30, 2021 64,951 30,537 ( 69,105 ) 26,383
Total assets:
−Removed: June 30, 2022 $ 757,341 $ 377,702 $ 16,380 $ 1,151,423
+Added: September 30, 2022 $ 759,431 $ 371,441 $ 16,515 $ 1,147,387
December 31, 2021 769,539 390,344 18,748 1,178,631
2 unchanged sentences
The following table presents the detail of certain balance sheet accounts (in thousands):
−Removed: December 31, 2021 June 30, 2022
+Added: December 31, 2021 September 30, 2022
Prepaid and other current assets:
30 unchanged sentences
The following information is supplemental disclosure for the Consolidated Statements of Cash Flows (in thousands):
−Removed: Six months ended June 30,
+Added: Nine months ended September 30,
Cash paid for interest $ 14,817 $ 12,981
2 unchanged sentences
Fair value of donated real property 635 —
+Added: SUBSEQUENT EVENTS
+Added: On October 25, 2022, we acquired a business consisting of three funeral home businesses, one cemetery and one cremation focused business in the Charlotte, North Carolina area for $ 25 million in cash.
+Added: The consideration for this acquisition was funded through a combination of cash on hand and borrowings under our Credit Facility.
+Added: On October 25, 2022, in conjunction with our acquisition described above, the Company obtained a limited consent under our Credit Facility from the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent,
+Added: to consummate the acquisition notwithstanding the Company exceeding the allowed Total Leverage Ratio under the Credit Facility applicable to permitted acquisitions.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
2 unchanged sentences
The words “may”, “will”, “estimate”, “intend”, “believe”, “expect”, “seek”, “project”, “forecast”, “foresee”, “should”, “would”, “could”, “plan”, “anticipate” and other similar words or expressions are intended to identify forward-looking statements, which are generally not historical in nature.
−Removed: These forward-looking statements include, but are not limited to, statements regarding any projections of earnings, revenue, cash flow, debt levels, market share growth, overhead or other financial items;
+Added: These forward-looking statements include, but are not limited to, statements regarding any projections of earnings, revenue, cash flow, debt levels, capital allocation, death rates, market share growth, overhead or other financial items;
any statements of the plans, strategies and objectives of management for future operations;
−Removed: including, but not limited to, technology innovations and product development;
+Added: including, but not limited to, technology innovations, product development and organizational performance;
any statements of the plans, timing and objectives of management for acquisition activities;
−Removed: any statements of the plans, timing, expectations and objectives of management for future financing activities, including, but not limited to, capital allocation;
+Added: any statements of the plans, timing, expectations and objectives of management for future financing activities, including, but not limited to, capital allocation and the ability to obtain credit or financing;
any statements regarding future economic and market conditions or performance;
15 unchanged sentences
• fluctuations in interest rates;
+Added: • the effects of inflation to our business and financial condition and performance, including increased overall costs to our goods and services, the impact on customer preferences as a result of changes in discretionary income, and our ability, if at all, to mitigate such effects;
• our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;
8 unchanged sentences
• the potential impact of epidemics and pandemics, including the COVID-19 coronavirus, including new variants of COVID-19, such as the Delta and Omicron variants, on customer preferences and on our business;
−Removed: • government, social, business and other actions that have been and will be taken in response to pandemics, including potential responses to new variants of COVID-19, such as the Delta and Omicron variants;
+Added: • government, social, business and other actions that have been and will be taken in response to pandemics, including potential responses to new variants of COVID-19, its variants and any sub-variants;
• effects and expense of litigation;
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.