UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________


Commission File Number:			1-11961

CARRIAGE SERVICES, INC.

(Exact name of registrant as specified in its charter)


Delaware			76-0423828
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3040 Post Oak Boulevard, Suite 300

Houston, Texas, 77056

(Address of principal executive offices)

(713) 332-8400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.01 per share	CSV	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐ ~~(Do not check if a smaller reporting company)~~

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of ~~October 28, 2022~~August 1, 2023 was ~~14,714,808.~~14,965,754.

CARRIAGE SERVICES, INC.

INDEX


			Page
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements			3

Unaudited Consolidated Balance Sheet as of December 31, ~~2021~~2022 and ~~September~~June 30, ~~2022~~2023			3

Unaudited Consolidated Statements of Operations for the Three and ~~Nine~~Six Months ended ~~September~~June 30, ~~2021~~2022 and ~~2022~~2023			4

Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Six Months ended ~~September~~June 30, ~~2021~~2022 and ~~2022~~2023			5

Unaudited Consolidated Statements of Changes in Stockholders' Equity for the Three and ~~Nine~~Six Months ended ~~September~~June 30, ~~2021~~2022 and ~~2022~~2023			6

Condensed Notes to Consolidated Financial Statements			8

Cautionary Statement on Forward–Looking Statements			3933

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			4135

Item 3. Quantitative and Qualitative Disclosures About Market Risk			6149

Item 4. Controls and Procedures			6250

PART II – OTHER INFORMATION

Item 1. Legal Proceedings			6351

Item 1A. Risk Factors			6351

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			6453

Item 3. Defaults Upon Senior Securities			6453

Item 4. Mine Safety Disclosures			6453

Item 5. Other Information			6453

Item 6. Exhibits			6453

SIGNATURE			6554

INDEX OF EXHIBITS			6655

- 2 -

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements.

CARRIAGE SERVICES, INC.

CONSOLIDATED BALANCE SHEET

(unaudited and in thousands, except share data)


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,148	$	821	Cash and cash equivalents	$	1,170	$	970
Accounts receivable, net	Accounts receivable, net	25,314		23,352		Accounts receivable, net	24,458		24,639
Inventories	Inventories	7,346		7,675		Inventories	7,613		8,448
Prepaid and other current assets	Prepaid and other current assets	6,404		4,131		Prepaid and other current assets	4,733		3,610
Total current assets	Total current assets	40,212		35,979		Total current assets	37,974		37,667
Preneed cemetery trust investments	Preneed cemetery trust investments	100,903		87,030		Preneed cemetery trust investments	95,065		89,874
Preneed funeral trust investments	Preneed funeral trust investments	113,658		98,638		Preneed funeral trust investments	104,553		103,317
Preneed cemetery receivables, net	Preneed cemetery receivables, net	23,150		25,873		Preneed cemetery receivables, net	26,672		33,274
Receivables from preneed funeral trusts, net	Receivables from preneed funeral trusts, net	19,009		20,119		Receivables from preneed funeral trusts, net	19,976		21,080
Property, plant and equipment, net	Property, plant and equipment, net	269,367		275,977		Property, plant and equipment, net	278,106		287,582
Cemetery property, net	Cemetery property, net	100,701		101,691		Cemetery property, net	104,170		112,830
Goodwill	Goodwill	391,972		393,765		Goodwill	410,137		423,643
Intangible and other non-current assets, net	Intangible and other non-current assets, net	29,378		30,451		Intangible and other non-current assets, net	32,930		37,333
Operating lease right-of-use assets	Operating lease right-of-use assets	17,881		17,295		Operating lease right-of-use assets	17,060		17,123
Cemetery perpetual care trust investments	Cemetery perpetual care trust investments	72,400		60,569		Cemetery perpetual care trust investments	66,307		78,363
Total assets	Total assets	$	1,178,631	$	1,147,387	Total assets	$	1,192,950	$	1,242,086
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of debt and lease obligations	Current portion of debt and lease obligations	$	2,809	$	3,104	Current portion of debt and lease obligations	$	3,172	$	3,568
Accounts payable	Accounts payable	14,205		9,325		Accounts payable	11,675		9,402
Accrued and other liabilities	Accrued and other liabilities	43,773		37,123		Accrued and other liabilities	30,621		29,564

Total current liabilities	Total current liabilities	60,787		49,552		Total current liabilities	45,468		42,534
Acquisition debt, net of current portion	Acquisition debt, net of current portion	3,979		3,846		Acquisition debt, net of current portion	3,438		3,370
Credit facility	Credit facility	153,857		167,410		Credit facility	188,836		202,418

Senior notes	Senior notes	394,610		395,082		Senior notes	395,243		395,571
Obligations under finance leases, net of current portion	Obligations under finance leases, net of current portion	5,157		4,842		Obligations under finance leases, net of current portion	4,743		4,537
Obligations under operating leases, net of current portion	Obligations under operating leases, net of current portion	18,520		17,638		Obligations under operating leases, net of current portion	17,315		16,860
Deferred preneed cemetery revenue	Deferred preneed cemetery revenue	50,202		52,173		Deferred preneed cemetery revenue	51,746		59,941
Deferred preneed funeral revenue	Deferred preneed funeral revenue	30,584		32,006		Deferred preneed funeral revenue	32,029		39,782
Deferred tax liability	Deferred tax liability	45,784		47,483		Deferred tax liability	48,820		48,827
Other long-term liabilities	Other long-term liabilities	1,419		2,700		Other long-term liabilities	3,065		1,299
Deferred preneed cemetery receipts held in trust	Deferred preneed cemetery receipts held in trust	100,903		87,030		Deferred preneed cemetery receipts held in trust	95,065		89,874
Deferred preneed funeral receipts held in trust	Deferred preneed funeral receipts held in trust	113,658		98,638		Deferred preneed funeral receipts held in trust	104,553		103,317
Care trusts’ corpus	Care trusts’ corpus	71,156		60,067		Care trusts’ corpus	65,495		77,589
Total liabilities	Total liabilities	1,050,616		1,018,467		Total liabilities	1,055,816		1,085,919
Commitments and contingencies:	Commitments and contingencies:					Commitments and contingencies:
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock, $0.01 par value; 80,000,000 shares authorized and 26,264,245 and 26,341,132 shares issued, respectively and 15,331,923 and 14,713,314 shares outstanding, respectively		263		263
Common stock, $0.01 par value; 80,000,000 shares authorized and 26,359,876 and 26,585,341 shares issued, respectively and 14,732,058 and 14,957,523 shares outstanding, respectively						Common stock, $0.01 par value; 80,000,000 shares authorized and 26,359,876 and 26,585,341 shares issued, respectively and 14,732,058 and 14,957,523 shares outstanding, respectively	264		266
Additional paid-in capital	Additional paid-in capital	236,809		238,787		Additional paid-in capital	238,780		240,681
Retained earnings	Retained earnings	135,462		168,623		Retained earnings	176,843		193,973
Treasury stock, at cost; 10,932,322 and 11,627,818 shares, respectively		(244,519)		(278,753)
Treasury stock, at cost; 11,627,818 shares						Treasury stock, at cost; 11,627,818 shares	(278,753)		(278,753)
Total stockholders’ equity	Total stockholders’ equity	128,015		128,920		Total stockholders’ equity	137,134		156,167
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	1,178,631	$	1,147,387	Total liabilities and stockholders’ equity	$	1,192,950	$	1,242,086

The accompanying condensed notes are an integral part of these Consolidated Financial Statements.

- 3 -

CARRIAGE SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in thousands, except per share data)


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Revenue:	Revenue:									Revenue:
Service revenue	Service revenue	$	46,210	$	42,992	$	134,086	$	135,279	Service revenue	$	42,550	$	44,522	$	92,287	$	92,729
Property and merchandise revenue	Property and merchandise revenue	42,043		37,607		125,545		120,495		Property and merchandise revenue	41,276		45,630		82,888		85,641
Other revenue	Other revenue	6,788		6,898		20,324		20,484		Other revenue	6,774		7,526		13,586		14,822
		95,041		87,497		279,955		276,258			90,600		97,678		188,761		193,192
Field costs and expenses:	Field costs and expenses:									Field costs and expenses:
Cost of service	Cost of service	20,523		22,317		61,073		65,805		Cost of service	21,389		23,075		43,488		46,552
Cost of merchandise	Cost of merchandise	28,632		28,668		84,672		87,304		Cost of merchandise	29,306		32,219		58,636		61,953
Cemetery property amortization	Cemetery property amortization	1,521		1,278		5,213		4,314		Cemetery property amortization	1,704		1,892		3,036		3,093
Field depreciation expense	Field depreciation expense	3,154		3,281		9,432		9,831		Field depreciation expense	3,253		3,555		6,550		6,912
Regional and unallocated funeral and cemetery costs	Regional and unallocated funeral and cemetery costs	6,812		5,096		18,655		17,409		Regional and unallocated funeral and cemetery costs	5,966		4,131		12,313		9,568
Other expenses	Other expenses	1,235		1,259		3,758		3,807		Other expenses	1,270		1,604		2,548		2,857
		61,877		61,899		182,803		188,470			62,888		66,476		126,571		130,935
Gross profit	Gross profit	33,164		25,598		97,152		87,788		Gross profit	27,712		31,202		62,190		62,257
Corporate costs and expenses:	Corporate costs and expenses:									Corporate costs and expenses:
General, administrative and other	General, administrative and other	9,041		10,383		25,340		28,123		General, administrative and other	9,180		10,199		17,740		20,379

Net (gain) loss on divestitures, disposals and impairments charges	Net (gain) loss on divestitures, disposals and impairments charges	858		(7)		1,377		(433)		Net (gain) loss on divestitures, disposals and impairments charges	(1,193)		265		(426)		506
Operating income	Operating income	23,265		15,222		70,435		60,098		Operating income	19,725		20,738		44,876		41,372

Interest expense	Interest expense	(5,076)		(6,678)		(20,138)		(18,208)		Interest expense	5,988		9,396		11,530		17,935
Accretion of discount on convertible subordinated notes		—		—		(20)		—
Loss on extinguishment of debt		—		—		(23,807)		—
Gain on insurance reimbursements		—		—		—		3,275

Net (gain) loss on property damage, net of insurance claims										Net (gain) loss on property damage, net of insurance claims	(1,376)		(235)		(3,275)		36
Other, net	Other, net	(21)		95		(87)		78		Other, net	(7)		(125)		17		(647)
Income before income taxes	Income before income taxes	18,168		8,639		26,383		45,243		Income before income taxes	15,120		11,702		36,604		24,048
Expense for income taxes	Expense for income taxes	(5,125)		(2,640)		(7,466)		(12,578)		Expense for income taxes	4,234		3,273		9,938		6,841
Tax adjustment related to discrete items	Tax adjustment related to discrete items	3		(139)		895		496		Tax adjustment related to discrete items	(13)		143		(635)		77
Total expense for income taxes	Total expense for income taxes	(5,122)		(2,779)		(6,571)		(12,082)		Total expense for income taxes	4,221		3,416		9,303		6,918
Net income	Net income	$	13,046	$	5,860	$	19,812	$	33,161	Net income	$	10,899	$	8,286	$	27,301	$	17,130

Basic earnings per common share:	Basic earnings per common share:	$	0.74	$	0.40	$	1.11	$	2.22	Basic earnings per common share:	$	0.74	$	0.55	$	1.82	$	1.14
Diluted earnings per common share:	Diluted earnings per common share:	$	0.71	$	0.38	$	1.08	$	2.09	Diluted earnings per common share:	$	0.69	$	0.53	$	1.70	$	1.10

Dividends declared per common share:	Dividends declared per common share:	$	0.1000	$	0.1125	$	0.3000	$	0.3375	Dividends declared per common share:	$	0.1125	$	0.1125	$	0.2250	$	0.2250

Weighted average number of common and common equivalent shares outstanding:	Weighted average number of common and common equivalent shares outstanding:									Weighted average number of common and common equivalent shares outstanding:
Basic	Basic	17,499		14,689		17,809		14,908		Basic	14,798		14,793		15,020		14,776
Diluted	Diluted	18,246		15,537		18,365		15,849		Diluted	15,712		15,454		16,033		15,461

The accompanying condensed notes are an integral part of these Consolidated Financial Statements.

- 4 -

CARRIAGE SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in thousands)


		Nine months ended September 30,					Six months ended June 30,
		2021		2022			2022		2023
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	19,812	$	33,161	Net income	$	27,301	$	17,130
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	15,486		14,611		Depreciation and amortization	9,895		10,437
Provision for credit losses	Provision for credit losses	1,426		2,292		Provision for credit losses	1,657		1,344
Stock-based compensation expense	Stock-based compensation expense	3,832		4,577		Stock-based compensation expense	3,085		4,163
Deferred income tax expense (benefit)		(3,433)		1,699
Deferred income tax expense						Deferred income tax expense	1,711		7
Amortization of intangibles	Amortization of intangibles	968		957		Amortization of intangibles	634		647
Amortization of debt issuance costs	Amortization of debt issuance costs	459		397		Amortization of debt issuance costs	253		349
Amortization and accretion of debt	Amortization and accretion of debt	319		368		Amortization and accretion of debt	243		255

Loss on extinguishment of debt		23,807		—

Net (gain) loss on divestitures, disposals and impairment charges	Net (gain) loss on divestitures, disposals and impairment charges	1,558		(433)		Net (gain) loss on divestitures, disposals and impairment charges	(426)		506
Gain on insurance reimbursements		—		(3,275)
Net (gain) loss on property damage, net of insurance claims						Net (gain) loss on property damage, net of insurance claims	(3,275)		36
Gain on sale of real property						Gain on sale of real property	—		(658)
Other	Other	—		(153)		Other	(6)		—

Changes in operating assets and liabilities that provided (used) cash:	Changes in operating assets and liabilities that provided (used) cash:					Changes in operating assets and liabilities that provided (used) cash:
Accounts and preneed receivables	Accounts and preneed receivables	(4,387)		(3,053)		Accounts and preneed receivables	(3,200)		(1,694)
Inventories, prepaid and other current assets	Inventories, prepaid and other current assets	(266)		2,785		Inventories, prepaid and other current assets	2,967		1,011
Intangible and other non-current assets	Intangible and other non-current assets	(887)		(1,381)		Intangible and other non-current assets	(747)		(1,767)
Preneed funeral and cemetery trust investments	Preneed funeral and cemetery trust investments	(23,355)		(12,585)		Preneed funeral and cemetery trust investments	(11,100)		5,341
Accounts payable	Accounts payable	(845)		(2,451)		Accounts payable	(2,712)		(2,272)
Accrued and other liabilities	Accrued and other liabilities	9,643		(3,080)		Accrued and other liabilities	(10,242)		(3,328)
Incentive payment from vendor						Incentive payment from vendor	—		6,000
Deferred preneed funeral and cemetery revenue	Deferred preneed funeral and cemetery revenue	3,587		2,852		Deferred preneed funeral and cemetery revenue	2,633		8,106
Deferred preneed funeral and cemetery receipts held in trust	Deferred preneed funeral and cemetery receipts held in trust	21,975		12,758		Deferred preneed funeral and cemetery receipts held in trust	11,506		(6,426)
Net cash provided by operating activities	Net cash provided by operating activities	69,699		50,046		Net cash provided by operating activities	30,177		39,187

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisitions of businesses and real estate		(3,285)		(8,876)
Acquisitions of businesses and real property						Acquisitions of businesses and real property	(2,601)		(44,000)

Proceeds from divestitures and sale of other assets	Proceeds from divestitures and sale of other assets	4,375		4,313		Proceeds from divestitures and sale of other assets	3,720		1,973
Proceeds from insurance reimbursements		2,946		2,209
Proceeds from insurance claims						Proceeds from insurance claims	2,167		1,092
Capital expenditures	Capital expenditures	(15,252)		(20,346)		Capital expenditures	(13,468)		(8,960)
Net cash used in investing activities	Net cash used in investing activities	(11,216)		(22,700)		Net cash used in investing activities	(10,182)		(49,895)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings from the credit facility	Borrowings from the credit facility	154,968		114,600		Borrowings from the credit facility	97,900		64,700
Payments against the credit facility	Payments against the credit facility	(115,268)		(101,000)		Payments against the credit facility	(78,100)		(51,400)
Payment to redeem the 6.625% senior notes due 2026		(400,000)		—
Payment of call premium for the redemption of the 6.625% senior notes due 2026		(19,876)		—
Proceeds from the issuance of the 4.25% senior notes due 2029		395,500		—
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)		—
Payment of debt issuance costs for the credit facility and senior notes						Payment of debt issuance costs for the credit facility and senior notes	(339)		—

Payments on acquisition debt and obligations under finance leases	Payments on acquisition debt and obligations under finance leases	(658)		(314)		Payments on acquisition debt and obligations under finance leases	(202)		(256)
Payments on contingent consideration recorded at acquisition date		(461)		—

Proceeds from the exercise of stock options and employee stock purchase plan contributions	Proceeds from the exercise of stock options and employee stock purchase plan contributions	2,107		1,438		Proceeds from the exercise of stock options and employee stock purchase plan contributions	1,060		923
Taxes paid on restricted stock vestings and exercises of stock options		(1,433)		(287)
Taxes paid on restricted stock vestings and exercise of stock options						Taxes paid on restricted stock vestings and exercise of stock options	(286)		(119)
Dividends paid on common stock	Dividends paid on common stock	(5,390)		(5,108)		Dividends paid on common stock	(3,455)		(3,340)
Purchase of treasury stock	Purchase of treasury stock	(61,739)		(36,663)		Purchase of treasury stock	(36,663)		—

Net cash used in financing activities		(58,284)		(27,673)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	(20,085)		10,508

Net increase (decrease) in cash and cash equivalents		199		(327)
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(90)		(200)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	889		1,148		Cash and cash equivalents at beginning of period	1,148		1,170
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,088	$	821	Cash and cash equivalents at end of period	$	1,058	$	970

The accompanying condensed notes are an integral part of these Consolidated Financial Statements.

- 5 -

CARRIAGE SERVICES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited and in thousands)


		Three months ended September 30, 2021												Three months ended June 30, 2022
		Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total
														Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total

Balance – June 30, 2021		17,826	$	262	$	237,891	$	109,069	$	(114,351)	$	232,871

Balance – March 31, 2022													Balance – March 31, 2022	14,889	$	263	$	238,423	$	151,864	$	(270,529)	$	120,021
Net income	Net income	—	—		—		13,046		—		13,046		Net income	—	—		—		10,899		—		10,899
Issuance of common stock from employee stock purchase plan	Issuance of common stock from employee stock purchase plan	15	—		388		—		—		388		Issuance of common stock from employee stock purchase plan	12	—		398		—		—		398
Issuance of common stock to directors and board advisor	Issuance of common stock to directors and board advisor	3	—		147		—		—		147		Issuance of common stock to directors and board advisor	2	—		99		—		—		99

Exercise of stock options		12	—		(82)		—		—		(82)
Cancellation and surrender of restricted common stock		(1)	—		(28)		—		—		(28)

Cancellation and surrender of restricted stock													Cancellation and surrender of restricted stock	—	—		2		—		—		2
Stock-based compensation expense	Stock-based compensation expense	—	—		1,148		—		—		1,148		Stock-based compensation expense	—	—		1,379		—		—		1,379
Dividends on common stock	Dividends on common stock	—	—		(1,783)		—		—		(1,783)		Dividends on common stock	—	—		(1,730)		—		—		(1,730)

Treasury stock acquired	Treasury stock acquired	(1,203)	—		—		—		(53,239)		(53,239)		Treasury stock acquired	(205)	—		—		—		(8,224)		(8,224)

Balance – September 30, 2021		16,652	$	262	$	237,681	$	122,115	$	(167,590)	$	192,468
Balance – June 30, 2022													Balance – June 30, 2022	14,698	$	263	$	238,571	$	162,763	$	(278,753)	$	122,844


		Three months ended September 30, 2022												Three months ended June 30, 2023
		Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total
Balance – June 30, 2022		14,698	$	263	$	238,571	$	162,763	$	(278,753)	$	122,844
														Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total
Balance – March 31, 2023													Balance – March 31, 2023	14,935	$	266	$	239,962	$	185,687	$	(278,753)	$	147,162
Net income	Net income	—	—		—		5,860		—		5,860		Net income	—	—		—		8,286		—		8,286
Issuance of common stock from employee stock purchase plan	Issuance of common stock from employee stock purchase plan	14	—		377		—		—		377		Issuance of common stock from employee stock purchase plan	16	—		397		—		—		397
Issuance of common stock to directors and board advisor	Issuance of common stock to directors and board advisor	2	—		76		—		—		76		Issuance of common stock to directors and board advisor	2	—		65		—		—		65

Cancellation and surrender of restricted common stock		(1)	—				—		—		—
Exercise of stock options													Exercise of stock options	4	—		(20)		—		—		(20)
Cancellation and surrender of common and restricted stock													Cancellation and surrender of common and restricted stock	1	—		(1)		—		—		(1)
Stock-based compensation expense	Stock-based compensation expense	—	—		1,416		—		—		1,416		Stock-based compensation expense	—	—		1,957		—		—		1,957
Dividends on common stock	Dividends on common stock	—	—		(1,653)		—		—		(1,653)		Dividends on common stock	—	—		(1,679)		—		—		(1,679)

Balance – September 30, 2022		14,713	$	263	$	238,787	$	168,623	$	(278,753)	$	128,920
Balance – June 30, 2023													Balance – June 30, 2023	14,958	$	266	$	240,681	$	193,973	$	(278,753)	$	156,167

- 6 -

~~CARRIAGE SERVICES, INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~(unaudited and in thousands)~~


		Nine months ended September 30, 2021												Six months ended June 30, 2022
		Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total
														Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total

Balance – December 31, 2020		17,995	$	260	$	239,989	$	102,303	$	(102,050)	$	240,502

Balance – December 31, 2021													Balance – December 31, 2021	15,332	$	263	$	236,809	$	135,462	$	(244,519)	$	128,015
Net income	Net income	—	—		—		19,812		—		19,812		Net income	—	—		—		27,301		—		27,301
Issuance of common stock from employee stock purchase plan	Issuance of common stock from employee stock purchase plan	47	1		1,227		—		—		1,228		Issuance of common stock from employee stock purchase plan	25	—		1,001		—		—		1,001
Issuance of common stock to directors and board advisor	Issuance of common stock to directors and board advisor	13	—		495		—		—		495		Issuance of common stock to directors and board advisor	5	—		246		—		—		246
Issuance of restricted common stock		9	—		—		—		—		—

Exercise of stock options	Exercise of stock options	127	1		(178)		—		—		(177)		Exercise of stock options	9	—		(22)		—		—		(22)
Cancellation and surrender of restricted common stock		(11)	—		(375)		—		—		(375)
Cancellation and surrender of restricted stock													Cancellation and surrender of restricted stock	(5)	—		(205)		—		—		(205)
Stock-based compensation expense	Stock-based compensation expense	—	—		3,337		—		—		3,337		Stock-based compensation expense	—	—		2,839		—		—		2,839
Dividends on common stock	Dividends on common stock	—	—		(5,390)		—		—		(5,390)		Dividends on common stock	—	—		(3,455)		—		—		(3,455)
Convertible notes conversions		��	—		(1,424)		—		—		(1,424)

Treasury stock acquired	Treasury stock acquired	(1,528)	—		—		—		(65,540)		(65,540)		Treasury stock acquired	(695)	—		—		—		(34,234)		(34,234)

Balance – September 30, 2021		16,652	$	262	$	237,681	$	122,115	$	(167,590)	$	192,468
Other													Other	27	—		1,358		—		—		1,358
Balance – June 30, 2022													Balance – June 30, 2022	14,698	$	263	$	238,571	$	162,763	$	(278,753)	$	122,844


		Nine months ended September 30, 2022												Six months ended June 30, 2023
		Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total
Balance – December 31, 2021		15,332	$	263	$	236,809	$	135,462	$	(244,519)	$	128,015
														Shares Outstanding	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Total
Balance – December 31, 2022													Balance – December 31, 2022	14,732	$	264	$	238,780	$	176,843	$	(278,753)	$	137,134
Net income	Net income	—	—		—		33,161		—		33,161		Net income	—	—		—		17,130		—		17,130
Issuance of common stock from employee stock purchase plan	Issuance of common stock from employee stock purchase plan	39	—		1,378		—		—		1,378		Issuance of common stock from employee stock purchase plan	38	—		923		—		—		923
Issuance of common stock to directors and board advisor	Issuance of common stock to directors and board advisor	7	—		322		—		—		322		Issuance of common stock to directors and board advisor	6	—		177		—		—		177

Issuance of common stock to former executive													Issuance of common stock to former executive	30	—		826		—		—		826
Issuance of restricted stock													Issuance of restricted stock	142	2		(2)		—		—		—
Exercise of stock options	Exercise of stock options	9	—		(22)		—		—		(22)		Exercise of stock options	5	—		(41)		—		—		(41)
Cancellation and surrender of restricted common stock		(6)	—		(205)		—		—		(205)
Cancellation and surrender of common and restricted stock													Cancellation and surrender of common and restricted stock	(3)	—		(78)		—		—		(78)
Stock-based compensation expense	Stock-based compensation expense	—	—		4,255		—		—		4,255		Stock-based compensation expense	—	—		3,160		—		—		3,160
Dividends on common stock	Dividends on common stock	—	—		(5,108)		—		—		(5,108)		Dividends on common stock	—	—		(3,340)		—		—		(3,340)

Treasury stock acquired		(695)	—		—		—		(34,234)		(34,234)
Other	Other	27	—		1,358		—		—		1,358		Other	8	—		276		—		—		276
Balance – September 30, 2022		14,713	$	263	$	238,787	$	168,623	$	(278,753)	$	128,920
Balance – June 30, 2023													Balance – June 30, 2023	14,958	$	266	$	240,681	$	193,973	$	(278,753)	$	156,167

The accompanying condensed notes are an integral part of these Consolidated Financial Statements.

- 7 -

CARRIAGE SERVICES, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Carriage Services, Inc. (“Carriage,” the “Company,” “we,” “us,” or “our”) is a leading provider of funeral and cemetery services and merchandise in the United States. Our operations are reported in two business segments: Funeral Home ~~Operations,~~operations, which currently ~~account~~accounts for approximately 70% of our total revenue and Cemetery ~~Operations,~~operations, which currently ~~account~~accounts for approximately 30% of our total revenue. At ~~September~~June 30, ~~2022,~~2023, we operated ~~169~~172 funeral homes in 26 states and 3132 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. Funeral services include consultation, the removal and preparation of remains, the sale of caskets and related funeral merchandise, the use of funeral home facilities for visitation and memorial services and transportation services. We provide funeral services and products on both an “atneed” (time of death) and “preneed” (planned prior to death) basis.

Our cemetery operations generate revenue primarily through sales of cemetery interment rights (primarily grave sites, lawn crypts, mausoleum spaces and niches), related cemetery merchandise (such as memorial markers, outer burial containers and monuments) and services (interments, inurnments and installation of cemetery merchandise). We provide cemetery services and products on both an atneed and preneed basis.

Principles of Consolidation and Interim Condensed Disclosures

Our unaudited consolidated financial statements include the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. Our interim consolidated financial statements are unaudited but include all adjustments, which consist of normal, recurring accruals, that are necessary for a fair presentation of our financial position and results of operations as of and for the interim periods presented. ~~Our~~

There have been no material changes in our accounting policies previously disclosed in Part II, Item 8 “Financial Statements and Supplementary Data” in Note 1 in our Annual Report on Form 10-K for the year ended December 31, 2022. In addition, our unaudited consolidated financial statements have been prepared in a manner consistent with the accounting principles described in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 unless otherwise disclosed herein, and should be read in conjunction therewith.

Use of Estimates

The preparation of our Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. On an ongoing basis, we evaluate our critical estimates and judgments, which include those related to the impairment of goodwill and the fair value measurements used in business combinations. These policies are considered critical because they may result in fluctuations in our reported results from period to period due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. 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 the margins, operating income and net earnings, as a percentage of revenue, will be consistent from period to period.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

~~Funeral and Cemetery Receivables~~

~~Our funeral receivables are recorded in~~ ~~Accounts receivable, net~~ ~~and primarily consist of amounts due for funeral services already performed.~~

~~Atneed cemetery receivables and preneed cemetery receivables with payments expected to be received within one year from the balance sheet date are also recorded in~~ ~~Accounts receivable, net.~~ ~~Preneed cemetery receivables with payments expected to be received beyond one year from the balance sheet date are recorded in~~ ~~Preneed cemetery receivables, net.~~ Our cemetery receivables generally consist of preneed sales of cemetery interment rights and related products and services, which are typically financed through interest-bearing installment sales contracts, generally with terms of up to five years, with such interest income reflected as ~~Other revenue. In substantially all cases, we receive an initial down payment at the time the contract is signed.~~

~~- 8 -~~

For our funeral and atneed cemetery receivables, we have a collections policy where statements are sent to the customer at 30 days past due. Past due notification letters are sent at 45 days and continue until payment is received or the contract is placed with a third-party collections agency. For our preneed cemetery receivables, we have a collections policy where past due notification letters are sent to the customer beginning at 15 days past due and periodically thereafter until payment is received or the contract is cancelled.

Our allowance for credit losses reflects our best estimate of expected credit losses over the term of both our funeral and cemetery receivables. Our policy is to write off receivables when we have determined they will no longer be collectible. Write-offs are applied as a reduction to the allowance for credit losses and any recoveries of previous write-offs are netted against bad debt expense in the period recovered.

We determine our allowance for credit losses by using a loss-rate methodology, in which we assess our historical write-off of receivables against our total receivables over several years. From this historical loss-rate approach, we also consider the current and forecasted economic conditions expected to be in place over the life of our receivables. These estimates are impacted by a number of factors, including changes in the economy, demographics and competition in our local communities. We monitor our ongoing credit exposure through an active review of our customers’ receivables balance against contract terms and due dates. Our activities include timely performance of our accounts receivable reconciliations, assessment of our aging of receivables, dispute resolution and payment confirmation. We monitor any change in our historical write-off of receivables utilized in our loss-rate methodology and assess forecasted changes in market conditions within our credit reserve.

~~See Note 6 to the Consolidated Financial Statements herein for additional information related to our funeral and cemetery receivables.~~

Inventory

Inventory consists primarily of caskets, outer burial containers and cemetery monuments and markers and is recorded at the lower of its cost basis or net realizable value. Inventory is relieved using specific identification in fulfillment of performance obligations on our contracts.

~~Business Combinations~~

Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any difference between the price of the acquisition and fair value. We recognize the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at the acquisition date, measured at the fair value as of that date. Acquisition related costs are recognized separately from the acquisition and are expensed as incurred. We customarily estimate related transaction costs known at closing. 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.

During the three and nine months ended September 30, 2022, we acquired a business consisting of two funeral homes for $6.3 million. We did not acquire any businesses during the three and nine months ended September 30, 2021.

~~See Notes 3 and 4 to the Consolidated Financial Statements herein for additional information related to our acquisitions.~~

~~Divested Operations~~

Prior to divesting a funeral home or cemetery, we first determine whether the sale of the net assets and activities (together referred to as a “set”) qualifies as a business. First, we perform a screen test to determine if the set is not a business. The principle of the screen is that if substantially all of the fair value of the gross assets sold resides in a single asset or group of similar assets, the set is not a business. If the screen is not met, we perform an assessment to determine if the set is a business by evaluating whether the set has both inputs and a substantive process that together significantly contribute to the ability to create outputs. When both inputs and a substantive process are present then the set is determined to be a business and we consider the accounting treatment of goodwill for that set (see discussion of Goodwill below). Goodwill is only allocated to the sale if the set is considered to be a business.

~~See Notes 4 and 5 to the Consolidated Financial Statements herein for additional information related to our divestitures.~~

~~Goodwill~~

The excess of the purchase price over the fair value of identifiable net assets of funeral home businesses and cemeteries acquired is recorded as goodwill. Goodwill has an indefinite life and is not subject to amortization. As such, we test goodwill for impairment on an annual basis as of August 31st each year. 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.

- 98 -

~~We performed~~Held for Sale

At June 30, 2023, we had $0.3 million of assets classified as held for sale in Property, plant and equipment, net on our ~~annual goodwill impairment test as of August 31, 2022. Our intent is~~Consolidated Balance Sheet related to perform a quantitative impairment test at least once every three years and perform a qualitative assessment during the remaining two years. We conducted qualitative assessments in 2020 and 2021; however,one funeral home that 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~~divested on July 12, 2023. The carrying value of a reporting unit may be greater than fair value. 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.

~~Our quantitative goodwill impairment test involves estimates and management judgment. In the quantitative analysis, we compare the~~these assets held for sale exceeded their fair value of each reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of that reporting unit is not considered impaired. We determine fair value for each reporting unit using both an income approach, weighted 90%, and a market approach, weighted 10%. Our methodology for determining an income-based fair value is based on discounting projected future cash flows. 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. 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. 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.

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. 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. Generally Accepted Accounting Principles (“GAAP”), we ~~allocate goodwill associated with that business~~recognized an impairment of $0.2 million for assets related to ~~be included~~property, plant and equipment, which was recorded in ~~the gain or~~Net (gain) loss on ~~divestiture. The goodwill allocated is based on the relative fair value of the business being divested~~divestitures, disposals and ~~the portion of the reporting unit that will be retained. Additionally, after each divestiture, we will test the goodwill remaining in the portion of the reporting unit to be retained for~~ impairment ~~using a qualitative assessment unless we deem a quantitative assessment to be appropriate to ensure the fair value of our reporting units is greater than their carrying value.~~

~~See Note 4 to the Consolidated Financial Statements included herein for additional information related to our goodwill.~~

~~Intangible Assets~~

~~Our intangible assets include tradenames resulting from acquisitions and are included in~~charges ~~Intangible and other non-current assets, net~~on our Consolidated ~~Balance Sheet. Our tradenames are considered to have an indefinite life~~Statements of Operations.

Deferred Revenue

During the six months ended June 30, 2023, we withdrew $8.6 million of realized capital gains and ~~are not subject to amortization. As such, we test~~earnings from our ~~intangible assets for impairment on an annual basis as of August 31~~st ~~each year. Under current guidance,~~preneed funeral and cemetery trust investments. In certain states, we are ~~permitted~~allowed to ~~first assess qualitative factors~~make these withdrawals prior to ~~determine whether it is more-likely-than not that~~ the ~~fair value~~delivery of ~~the tradename is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test.~~

~~We performed~~preneed merchandise and service contracts. The realized capital gains and earnings withdrawn increase 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. We conducted qualitative assessments in 2020 and 2021; 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,cash flow from operations, but are not ~~limited to, significant under-performance relative to historical or projected future operating results and significant negative industry or economic trends.~~

Our quantitative intangible asset impairment test involves estimates and management judgment. 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. 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. 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. 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. 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. 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.

~~- 10 -~~

~~Our 2022 quantitative assessment is not complete at the time of this filing, but we do not expect any impairment to intangible assets~~recognized as ~~a result of our testing. 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.~~

~~Preneed and Perpetual Care Trust Funds~~

Preneed sales generally require deposits to a trust or purchase of a third-party insurance product. We have established a variety of trusts in connection with funeral home and cemetery operations as required under applicable state laws. Such trusts include (i) preneed funeral trusts; (ii) preneed cemetery merchandise and service trusts; and (iii) cemetery perpetual care trusts.

Our preneed and perpetual care trust funds are reported in accordance with the principles of consolidating Variable Interest Entities (“VIEs”). In the case of preneed trusts, the customers are the legal beneficiaries. In the case of perpetual care trusts, we do not have a right to access the corpus in the perpetual care trusts.

~~Our trust fund assets are reflected~~revenue in our ~~financial statements as~~Consolidated Statements of Operations, however, they reduce our Preneed funeral trust investments andPreneed cemetery trust investments ~~Preneed funeral trust investments~~and ~~Cemetery perpetual care trust investments.~~ ~~We have recognized financial interests of third parties in the trust funds in~~increase our ~~financial statements as~~ Deferred preneed funeral ~~and cemetery receipts held in trust~~revenue and ~~Care trusts’ corpus~~.Deferred preneed cemetery revenue.

Additionally, during the three and six months ended June 30, 2023, we received a $6.0 million incentive payment from a vendor for entering into a strategic partnership agreement to market and sell prearranged funeral services in the future, which increased our cash flow from operations and Deferred preneed funeral revenue. The ~~fair value of~~incentive payment will be deferred until we complete our trust fund assets are accounted for as Collateralized Financing Entities (“CFEs”) in ASC Topic 810. The accounting guidance for CFEs allows companies to elect to measure both the financial assets and financial liabilities using the more observableimplementation of the ~~fair value of the financial assets or fair value of the financial liabilities. Pursuant to this guidance, we have determined the fair value of the financial assets of the trusts are more observable~~program and we first measure those financial assets at fair value. Our fair value of the financial liabilities mirror the fair value of the financial assets, in accordance with the ASC. Any changes in fair value are recognized in earnings.

In accordance with respective state laws, we are required to deposit a specified amount into perpetual and memorial care trust funds for each interment right and certain memorials sold. Income from the trust funds is distributed to us and used to provide for the care and maintenance of the cemeteries and mausoleums. Trust fund income is recognized as revenue when realized by the trust and distributable to us. We are restricted from withdrawing any of the principal balances of these funds.

~~We also have preneed~~begin selling prearranged funeral trust fund assets in trusts that are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost, reflected in our financial statements as services.~~Receivables from preneed funeral trusts, net.~~

Our preneed funeral and preneed cemetery merchandise and service trusts are reflected in our financial statements net of an allowance for contract cancellations. We determine this allowance based on our five-year historical experience of contract cancellations. On an ongoing basis, we monitor our historical trend and adjust our allowance accordingly.

~~See Notes 7 and 8 to the Consolidated Financial Statements herein for additional information related to preneed and perpetual care trust funds.~~

~~Fair Value Measurements~~

We measure the securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts at fair value on a recurring basis in accordance with ASC Topic 820. This guidance defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

We disclose the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date. We currently do not have any assets that have fair values determined by Level 3 inputs and no liabilities measured at fair value.

~~See Notes 7 and 9 to the Consolidated Financial Statements herein for additional required disclosures related to our fair value measurement of our financial assets and liabilities.~~

~~Capitalized Commissions on Preneed Contracts~~

~~- 11 -~~

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. The selling costs related to preneed funeral insurance contracts continue to be expensed in the period incurred as these contracts are not included on our Consolidated Balance Sheet.

~~See Note 10 to the Consolidated Financial Statements herein for additional information related to our capitalized commissions on preneed contracts.~~

Property, Plant and Equipment

Property, plant and equipment (including equipment under finance leases) are stated at cost. The costs of ordinary maintenance and repairs are charged to operations as incurred, while renewals and major replacements that extend the useful economic life of the asset are capitalized. Depreciation of property, plant and equipment (including equipment under finance leases) is computed based on the straight-line method over the estimated useful lives of the assets.

Long-lived assets, such as property, plant and equipment and right-of-use assets (see discussion of Leases below), are reported at the lower of their carrying amount or fair value and are reviewed for impairment whenever events, such as significant negative industry or economic trends, or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Property, plant and equipment is comprised of the following (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Land	Land	$	82,095	$	83,757	Land	$	84,405	$	85,717
Buildings and improvements	Buildings and improvements	240,387		250,890		Buildings and improvements	251,778		261,514
Furniture, equipment and automobiles	Furniture, equipment and automobiles	73,377		68,919		Furniture, equipment and automobiles	70,522		75,025
Property, plant and equipment, at cost	Property, plant and equipment, at cost	395,859		403,566		Property, plant and equipment, at cost	406,705		422,256
Less: accumulated depreciation	Less: accumulated depreciation	(126,492)		(127,589)		Less: accumulated depreciation	(128,599)		(134,674)
Property, plant and equipment, net	Property, plant and equipment, net	$	269,367	$	275,977	Property, plant and equipment, net	$	278,106	$	287,582

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we acquired ~~real~~$12.8 million of property, ~~for $5.6 million.~~plant and equipment related to our 2023 business combination, described in Note 3 to the Consolidated Financial Statements. Additionally, we sold real property for ~~$3.3~~$1.2 million, with a carrying value of ~~$1.8~~$0.6 million, resulting in a gain on the sale of $0.6 million, which was recorded in Net (gain) loss on divestitures, disposals and impairment charges on our Consolidated Statements of Operations.

During the six months ended June 30, 2022, we acquired real property for $2.6 million. Additionally, we sold real property for $2.7 million, with a carrying value of $1.4 ~~million. We~~million, resulting in a gain on the sale of $1.3 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.~~

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.

Our growth and maintenance capital expenditures totaled ~~$5.0~~$5.2 million and ~~$5.3~~$2.6 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$11.1~~$9.8 million and ~~$15.1~~$5.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively, for property, plant and equipment. In addition, we recorded depreciation expense of $3.4 million and $3.7 million for ~~both~~ the three months ended ~~September~~June 30, ~~2021 and~~ 2022 and ~~$10.2~~2023, respectively and $6.7 million and ~~$10.1~~$7.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

Cemetery Property

When we acquire a cemetery, we utilize an internal and external approach to determine the fair value of the cemetery property. From an external perspective, we obtain an accredited appraisal to provide reasonable assurance for property existence, property availability (unrestricted) for development, property lines, available spaces to sell, identifiable obstacles or easements and general valuation inclusive of known variables in that market. From an internal perspective, we conduct a detailed analysis of the acquired cemetery property using other cemeteries in our portfolio as a benchmark. This provides the added benefit of relevant data that is not available to third party appraisers. 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.

Cemetery property was ~~$100.7~~$104.2 million and ~~$101.7~~$112.8 million, net of accumulated amortization of ~~$53.1~~$59.0 million and ~~$57.4~~$61.7 million at December 31, ~~2021~~2022 and ~~September~~June 30, ~~2022,~~2023, respectively. 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

~~- 12 -~~

sale of the interment right is recognized as revenue. Our growth capital expenditures for cemetery property development totaled ~~$1.5~~$1.4 million for both the three months ended ~~September~~June 30, ~~2021 and~~ 2022 and ~~$4.1~~2023 and $3.7 million and ~~$5.2~~$3.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively. We recorded amortization expense for cemetery interment rights of ~~$1.5~~$1.7 million and ~~$1.3~~$1.9 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$5.2~~$3.0 million and ~~$4.3~~$3.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

~~Leases~~

~~We have operating and finance leases. We lease certain office facilities, certain funeral homes and equipment under operating leases with original terms ranging from~~ ~~one~~During the six months ended June 30, 2023, we acquired cemetery property for $9.0 million related to twenty years. Many leases include one or more options to renew, some of which include options to extend the leases for up to forty years. We lease certain funeral homes under finance leases with original terms ranging from ~~ten~~ to forty years. We do not have lease agreements with residual value guarantees, sale-leaseback terms, material restrictive covenants or related parties. We do not have any material sublease arrangements.

~~We determine if an arrangement is a lease at inception based on the facts and circumstances of the agreement. A right-of-use (“ROU”) asset represents~~ our right to use the underlying asset for the lease term and the lease liability represents our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized on our Consolidated Balance Sheet at the lease commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. The lease terms used to calculate the ROU asset and related lease liability include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, while the expense for finance leases is recognized as depreciation expense and interest expense using the effective interest method of recognition. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases2023 business combination, described in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. We have real estate lease agreements which require payments for lease and non-lease components and we account for these as a single lease component. Leases with an initial term of 12 months or less, that do not include an option to renew the underlying asset, are not recorded on our Consolidated Balance Sheet and expense is recognized on a straight-line basis over the lease term.

~~Operating lease ROU assets are included in~~ ~~Operating lease right-of-use assets~~ ~~and operating lease liabilities are included in~~ ~~Current portion of operating lease obligations and~~ ~~Obligations under operating leases, net of current portion~~ ~~on our Consolidated Balance Sheet. Finance lease ROU assets are included in~~ ~~Property, plant and equipment, net~~ ~~and finance lease liabilities are included in~~ ~~Current portion of finance lease obligations~~ ~~and Obligations under finance leases, net of current portion~~ ~~on our Consolidated Balance Sheet.~~

~~See Notes 13~~Note 3 to the Consolidated Financial ~~Statements included herein for additional information related to our leases.~~

~~Equity Plans and Stock-Based Compensation~~

~~We have equity-based employee and director compensation plans under which we have granted stock awards, stock options and performance awards.~~Statements. We also have an employee stock purchase plan (the “ESPP”). 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 perioddivested two cemeteries that ~~the award is forfeited.~~

Fair value is determined on the date of the grant. The fair value of restricted stock is determined using the stock price on the grant date. The fair value of options or awards containing options is determined using the Black-Scholes valuation model or the Monte-Carlo simulation pricing model. The fair value of the performance awards related to market performance conditions is determined using the Monte-Carlo simulation pricing model. The fair value of the ESPP is determined based on the discount element offered to employees and the embedded option element, which is determined using an option calculation model.

We recognize all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) as income tax benefit or expense in the income statement. We treat the tax effects of exercised or vested awards as discrete items in the reporting period in which they occur. The excess tax benefit and tax deficiencies are recorded within ~~Tax adjustment related to discrete items~~ on our Consolidated Statements of Operations and the excess tax benefits or deficiencies related to share-based payments are included in operating cash flows on the Consolidated Statements of Cash Flows.

~~See Note 15 to the Consolidated Financial Statements included herein for additional information related to our equity plans and stock-based compensation.~~had a carrying

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~~Revenue Recognition~~

~~Funeral and Cemetery Operations Revenue is recognized when control~~value of ~~the merchandise or services is transferred to the customer. Our performance obligations include the delivery of funeral and cemetery merchandise and services and~~ cemetery property interment rights. Control transfers when merchandise is delivered or services are performed. For cemetery property interment rights, control transfers to the customer when the property is developed and the interment right has been sold and can no longer be marketed or sold to another customer. On our atneed contracts, we generally deliver the merchandise and perform the services at the time of ~~need.~~

Memorial services frequently include performance obligations to direct the service, provide facilities and motor vehicles, catering, flowers, and stationary products. All other performance obligations on these contracts, including arrangement, removal, preparation, embalming, cremation, interment, and delivery of urns and caskets and related memorialization merchandise are fulfilled at the time of need. Personalized marker merchandise and marker installation services sold on atneed contracts are recognized when control is transferred to the customer, generally when the marker is delivered and installed$0.8 million, which was included in the ~~cemetery.~~

~~Some~~loss on the sale of our contracts with customers include multiple performance obligations. For these contracts, we allocate the transaction price to each performance obligation based on its relative standalone selling price, which is based on prices charged to customers per our general price list. Package discounts are reflected net in ~~Revenue~~. We recognize revenue when the merchandise is transferred or the service is performed, in satisfaction of the corresponding performance obligation. Sales taxes collected are recognized on a net basis in our Consolidated Financial Statements.

~~Ancillary funeral service revenue, which is~~divestitures and recorded in ~~Other revenue,~~Net (gain) loss on divestitures, disposals and impairment charges ~~represents revenue from our flower shop, pet cremation and online cremation businesses~~.

~~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~~. 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.

~~Balances due on undelivered preneed funeral trust contracts have been reclassified to reduce~~ ~~Deferred preneed funeral revenue~~on our Consolidated ~~Balance Sheet~~Statements 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. However, we estimate an average maturity period of ten years for preneed funeral contracts.Operations.

~~Balances due from customers on delivered preneed cemetery contracts are included in~~ ~~Accounts receivable, net~~ ~~and~~ ~~Preneed cemetery receivables, net~~ ~~on our Consolidated Balance Sheet. Balances due on undelivered preneed cemetery contracts have been reclassified to reduce~~ ~~Deferred preneed cemetery revenue~~ on our Consolidated Balance Sheet. 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. However, we estimate an average maturity period of eight years for preneed cemetery contracts.

~~See Note 17 to the Consolidated Financial Statements herein for additional information related to revenue.~~

Income Taxes

We and our subsidiaries file a consolidated U. S. federal income tax return, separate income tax returns in 15 states in which we operate and combined or unitary income tax returns in 14 states in which we operate. We record deferred taxes for temporary differences between the tax basis and financial reporting basis of assets and liabilities. We classify our deferred tax liabilities and assets as non-current on our Consolidated Balance Sheet.

We record a valuation allowance to reflect the estimated amount of deferred tax assets for which realization is uncertain. Management reviews the valuation allowance at the end of each quarter and makes adjustments if it is determined that it is more likely than not that the tax benefits will be realized.

We analyze tax benefits for uncertain tax positions and how they are to be recognized, measured, and derecognized in the financial statements; provide certain disclosures of uncertain tax matters; and specify how reserves for uncertain tax positions should be classified on our Consolidated Balance Sheet.

On June 30, 2020, we filed carryback refund claims for the 2018 and 2019 tax years. 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.

~~- 14 -~~

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.

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. 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.

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 awardswas $4.2 million and ~~increases or decreases in valuation allowances on deferred tax assets.~~

~~For~~$3.4 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022, we had an income tax expense of $5.1~~2023, respectively and $9.3 million and ~~$2.8~~$6.9 million ~~respectively, and~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022, we had an income tax expense of $6.6 million and $12.1 million,~~2023, respectively. Our operating tax rate before discrete items was ~~28.2% and 30.6%~~28.0% for both the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022, respectively,~~2023 and ~~28.3%~~27.2% and ~~27.8%~~28.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

~~Computation of Earnings Per Common Share~~

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options and performance awards.

Share-based awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are recognized as participating securities and included in the computation of both basic and diluted earnings per share. Our grants of restricted stock awards to our employees are considered participating securities, and we have prepared our earnings per share calculations attributable to common stockholders to exclude outstanding unvested restricted stock awards, using the two-class method, in both the basic and diluted weighted average shares outstanding calculation.

Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. In accordance with ASC 260, we have included in the computation of diluted earnings per share the number of performance awards that would have been issuable as if the end of the reporting period was the end of the contingency period. These shares are considered to be outstanding at the beginning of the reporting period.

~~See Note 16 to the Consolidated Financial Statements included herein related to the computation of earnings per share.~~

Subsequent Events

We have evaluated events and transactions during the period subsequent to ~~September~~June 30, ~~2022~~2023 through the date the financial statements were issued for potential recognition or disclosure in the accompanying financial statements covered by this report.

~~See Note 19 to the Consolidated Financial Statements included herein for additional information related to our subsequent~~

~~events.~~

2.RECENTLY ISSUED ACCOUNTING STANDARDS

~~Accounting Pronouncements Not Yet Adopted~~

~~Reference Rate Reform~~

~~In March 2020, the FASB issued ASU,~~ ~~Reference Rate Reform~~ (“Topic 848”) to provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. 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. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered

~~- 15 -~~

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. We adopted this amendment in March 2020.

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. 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.

~~Business Combinations - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~

~~In October 2021, the FASB issued ASU,~~ ~~Business Combinations~~ (“Topic 805”) to improve the accounting for acquired revenue contracts with customers in a business combination. The amendments in this update provide specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. These amendments require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 – Revenue from Contracts with Customers (“Topic 606”). At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. 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. 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.

Credit Losses - Vintage Disclosures

In March 2022, the FASB issued ASU, Financial Instruments - Credit Losses (“Topic 326”) to make the requirement to disclose gross write-offs by class of financing receivable and major security type consistent for all public business entities. The amendment in this update provides specific guidance on the disclosure for current period write-offs by year of origination for financing receivables. 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~~therefore was effective ~~date of the amendment. We plan to adopt the provisions of Topic 326~~ for ~~our fiscal year~~us beginning January 1, 2023. ~~We expect the~~Our adoption ~~will have~~of these amendments had no impact on our consolidated financial statements.

3.~~ACQUISITIONS~~ BUSINESS COMBINATIONS

Tangible and intangible assets acquired and liabilities assumed are recorded at fair value and goodwill is recognized for any difference between the price of the acquisition and fair value. We recognize the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at the acquisition date, measured at the fair value as of that date. Acquisition related costs are recognized separately from the acquisition and are expensed as incurred. We customarily estimate related transaction costs known at closing. To the extent that information not available to us at the closing date subsequently becomes available during the measurement period, we may adjust goodwill, intangible assets, assets or liabilities associated with the acquisition.

On ~~August 8, 2022,~~March 22, 2023, we acquired a business consisting of ~~two~~three funeral homes, two cemeteries and one cremation focused business in ~~Kissimmee, Florida~~the Bakersfield, California area for ~~$6.3~~$44.0 million in cash. We acquired substantially all of the assets and assumed certain operating liabilities of this business.

The pro forma impact of this acquisition on prior periods is not presented, as the impact is not significant to our reported results. The results of the acquired business are reflected in our Consolidated Statements of Operations from the date of acquisition.

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. Subsequent to our initial purchase price allocation for this acquisition made during the first quarter of 2023, we have adjusted our purchase price allocation based on additional information which became available prior to June 30, 2023. Provisional estimates for ~~inventory, furniture and equipment and intangible assets~~cemetery property have been recorded for the acquisition as ~~independent valuations have~~our valuation has not been ~~finalized. We do not not expect any significant differences from estimated values upon completion~~finalized at June 30, 2023.

- 10 -

The following table summarizes the breakdown of the ~~valuations. Estimated fair values of the assets acquired and liabilities assumed in this transaction as of the closing date are as follows~~purchase price allocation for our 2023 acquisition (in thousands):


	~~Estimated Fair Values~~
~~Current assets~~	$	28

~~Property, plant & equipment~~	~~2,986~~

~~Goodwill~~	~~2,694~~
~~Intangible and other non-current assets~~	~~542~~




~~Purchase price~~	$	~~6,250~~


	Initial Purchase Price Allocation		Adjustments		Adjusted Purchase Price Allocation
Current assets	$	7,087	$	131	$	7,218
Preneed trust assets	—		11,428		11,428
Property, plant & equipment	12,577		245		12,822
Cemetery property	9,035		—		9,035
Goodwill	13,612		(106)		13,506
Intangible and other non-current assets	3,763		—		3,763
Assumed liabilities	(300)		(66)		(366)

Preneed trust liabilities	—		(11,428)		(11,428)
Deferred revenue	(1,774)		(204)		(1,978)
Purchase price	$	44,000	$	—	$	44,000

The current assets relate to accounts receivable and inventory. The intangible and other non-current assets relate to the fair value of ~~tradenames. For~~tradenames and right-of-use operating lease assets. The assumed liabilities relate to operating lease obligations and commissions payable.

The following table summarizes the ~~nine months ended September 30, 2021, we~~fair value of the assets acquired and liabilities assumed for this business (in thousands):


Acquisition Date	Type of Business	Market	Assets Acquired (Excluding Goodwill)		Goodwill Recorded		Liabilities and Debt Assumed
March 22, 2023	Three Funeral Homes, Two Cemeteries and One Cremation Focused Business	Bakersfield, CA	$	44,266	$	13,506	$	(13,772)

We did not acquire any ~~businesses. At September~~businesses during the six months ended June 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. However, the preneed funeral trust assets and liabilities offset in our Consolidated Balance Sheet.2022.

~~- 16 -~~

4.GOODWILL

The following table presents changes in goodwill in the accompanying Consolidated Balance Sheet (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Goodwill at the beginning of the period	Goodwill at the beginning of the period	$	392,978	$	391,972	Goodwill at the beginning of the period	$	391,972	$	410,137
Increase in goodwill related to acquisitions	Increase in goodwill related to acquisitions	—		2,694		Increase in goodwill related to acquisitions	19,511		13,506
Decrease in goodwill related to divestitures	Decrease in goodwill related to divestitures	(1,006)		(901)		Decrease in goodwill related to divestitures	(901)		—

Decrease in goodwill related to assets held for sale						Decrease in goodwill related to assets held for sale	(445)		—
Goodwill at the end of the period	Goodwill at the end of the period	$	391,972	$	393,765	Goodwill at the end of the period	$	410,137	$	423,643

During the ~~three and nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we recognized ~~$2.7~~$13.5 million in goodwill related to our ~~2022 acquisition described in Note 3~~2023 business combination; $4.5 million was allocated to ~~the Consolidated Financial Statements included herein. During the nine months ended September 30, 2021~~our cemetery segment and ~~2022, we~~$9.0 million was allocated ~~$1.0 million and $0.9 million of goodwill~~ to ~~the sale of one~~our funeral home ~~and two funeral homes, respectively, for a loss recorded in~~ ~~Net (gain) loss on divestitures, disposals and impairments charges.~~

~~See Note 1 to the Consolidated Financial Statements included herein, for a discussion of the methodology used for our goodwill impairment test.~~segment.

5.DIVESTED OPERATIONS

During the three months ended ~~September~~June 30, ~~2021 and 2022,~~2023, we ~~did not sell any~~merged one funeral ~~homes or cemeteries.~~home with another business we own in an existing market. During the ~~nine~~six months ended ~~September~~June 30, 2023, we sold one funeral home and two cemeteries for an aggregate of $0.8 million and merged one funeral home with another business we own in an existing market.

During the three months ended June 30, 2022, we merged one funeral home with another business we own in an existing ~~market and~~market. During the six months ended June 30, 2022, we sold two funeral homes for an aggregate of $0.9 ~~million. During the nine months ended September 30, 2021,~~million and merged one funeral home with another business we ~~sold three funeral homes for~~own in an ~~aggregate of $3.5 million.~~existing market.

- 11 -

The operating results of these divested funeral homes and cemeteries are reflected on our Consolidated Statements of Operations as shown in the table below (in thousands):

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Revenue $ (10) $ — $ 338 $ 296
Operating income (loss) (41) — (54) 25
Gain (loss) on divestitures(1)
— — 103 (703)
Income tax benefit (expense) 12 — (14) 188
Net income (loss) from divested operations, after tax $ (29) $ — $ 35 $ (490)


	Three months ended June 30,				Six months ended June 30,
	2022		2023		2022		2023
Revenue	$	63	$	—	$	296	$	66

Operating income (loss)	(4)		(2)		25		24
Loss on divestitures(1)	—		—		(703)		(82)
Income tax benefit	1		1		184		17
Net loss from divested operations, after tax	$	(3)	$	(1)	$	(494)	$	(41)

(1)

~~Gain (loss)~~Loss on divestitures is recorded in Net (gain) loss on divestitures, disposals and impairments charges on our Consolidated Statements of Operations.

6.RECEIVABLES

Accounts Receivable

Our funeral receivables are recorded in Accounts receivable, net and primarily consist of amounts due for funeral services already performed.

Atneed cemetery receivables and preneed cemetery receivables with payments expected to be received within one year from the balance sheet date are also recorded in Accounts receivable, net. Preneed cemetery receivables with payments expected to be received beyond one year from the balance sheet date are recorded in Preneed cemetery receivables, net.

Accounts receivable is comprised of the following (in thousands):


		September 30, 2022									June 30, 2023
		Funeral		Cemetery		Corporate		Total			Funeral		Cemetery		Corporate		Total
Trade and financed receivables	Trade and financed receivables	$	7,992	$	14,524	$	—	$	22,516	Trade and financed receivables	$	7,439	$	17,504	$	—	$	24,943
Other receivables	Other receivables	509		1,047		189		1,745		Other receivables	616		359		136		1,111
Allowance for credit losses	Allowance for credit losses	(255)		(654)		—		(909)		Allowance for credit losses	(284)		(1,131)		—		(1,415)
Accounts receivable, net	Accounts receivable, net	$	8,246	$	14,917	$	189	$	23,352	Accounts receivable, net	$	7,771	$	16,732	$	136	$	24,639

December 31, 2021
Funeral Cemetery Corporate Total
Trade and financed receivables $ 10,728 $ 13,629 $ — $ 24,357
Other receivables 329 1,433 185 1,947
Allowance for credit losses (365) (625) — (990)
Accounts receivable, net $ 10,692 $ 14,437 $ 185 $ 25,314

~~- 17 -~~


	December 31, 2022
	Funeral		Cemetery		Corporate		Total
Trade and financed receivables	$	9,518	$	14,429	$	—	$	23,947
Other receivables	643		833		48		1,524
Allowance for credit losses	(311)		(702)		—		(1,013)
Accounts receivable, net	$	9,850	$	14,560	$	48	$	24,458

Other receivables include supplier rebates, commissions due from third party insurance companies and perpetual care income receivables. We do not provide an allowance for credit losses for these receivables as we have historically not had any collectability issues nor do we expect any in the foreseeable future.

The following table summarizes the activity in our allowance for credit losses by ~~portfolio~~ segment (in thousands):


		January 1, 2022		Provision for Credit Losses		Write Offs		Recoveries		September 30, 2022			January 1, 2023		Provision for Credit Losses		Write Offs		Recoveries		June 30, 2023
Trade and financed receivables:	Trade and financed receivables:											Trade and financed receivables:
Funeral	Funeral	$	(365)	$	(1,104)	$	2,150	$	(936)	$	(255)	Funeral	$	(311)	$	(562)	$	1,183	$	(594)	$	(284)
Cemetery	Cemetery	(625)		(452)		423		—		(654)		Cemetery	(702)		(295)		(134)		—		(1,131)
Total allowance for credit losses on Trade and financed receivables		$	(990)	$	(1,556)	$	2,573	$	(936)	$	(909)
Total allowance for credit losses on trade and financed receivables												Total allowance for credit losses on trade and financed receivables	$	(1,013)	$	(857)	$	1,049	$	(594)	$	(1,415)

Balances due on undelivered preneed funeral trust contracts have been reclassified to reduce Deferred preneed funeral revenue on our Consolidated Balance Sheet of $8.9 million and $10.3 million at December 31, 2022 and June 30, 2023, respectively. As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods. However, we estimate an average maturity period of ten years for preneed funeral contracts.

- 12 -

Preneed Cemetery Receivables

Our preneed cemetery receivables are comprised of the following (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Interment rights	Interment rights	$	40,863	$	43,888	Interment rights	$	45,351	$	56,781
Merchandise and services	Merchandise and services	7,348		8,233		Merchandise and services	8,585		10,242
Unearned finance charges	Unearned finance charges	4,644		4,778		Unearned finance charges	4,894		5,316
Preneed cemetery receivables	Preneed cemetery receivables	$	52,855	$	56,899	Preneed cemetery receivables	$	58,830	$	72,339

The components of our preneed cemetery receivables are as follows (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Preneed cemetery receivables	Preneed cemetery receivables	$	52,855	$	56,899	Preneed cemetery receivables	$	58,830	$	72,339
Less: unearned finance charges	Less: unearned finance charges	(4,644)		(4,778)		Less: unearned finance charges	(4,894)		(5,316)
Preneed cemetery receivables, at amortized cost	Preneed cemetery receivables, at amortized cost	$	48,211	$	52,121	Preneed cemetery receivables, at amortized cost	$	53,936	$	67,023
Less: allowance for credit losses	Less: allowance for credit losses	(1,704)		(1,832)		Less: allowance for credit losses	(1,985)		(3,172)
Less: balances due on undelivered cemetery preneed contracts	Less: balances due on undelivered cemetery preneed contracts	(10,353)		(10,546)		Less: balances due on undelivered cemetery preneed contracts	(11,552)		(14,204)
Less: amounts in accounts receivable	Less: amounts in accounts receivable	(13,004)		(13,870)		Less: amounts in accounts receivable	(13,727)		(16,373)
Preneed cemetery receivables, net	Preneed cemetery receivables, net	$	23,150	$	25,873	Preneed cemetery receivables, net	$	26,672	$	33,274

The following table summarizes the activity in our allowance for credit losses for Preneed cemetery receivables, net (in thousands):

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)


	January 1, 2023		Provision for Credit Losses		Write Offs		June 30, 2023
Total allowance for credit losses on Preneed cemetery receivables, net	$	(1,283)	$	(487)	$	(271)	$	(2,041)

The amortized cost basis of our preneed cemetery receivables by year of origination at ~~September~~June 30, ~~2022~~2023 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


	2023		2022		2021		2020		2019		Prior		Total
Total preneed cemetery receivables, at amortized cost	$	20,254	$	23,893	$	12,418	$	6,082	$	2,563	$	1,813	$	67,023

The aging of past due preneed cemetery receivables at ~~September~~June 30, ~~2022~~2023 is as follows (in thousands):


		31-60 Past Due		61-90 Past Due		91-120 Past Due		>120 Past Due		Total Past Due		Current		Total			31-60 Past Due		61-90 Past Due		91-120 Past Due		>120 Past Due		Total Past Due		Current		Total
Recognized revenue	Recognized revenue	$	634	$	357	$	148	$	2,042	$	3,181	$	38,394	$	41,575	Recognized revenue	$	1,376	$	700	$	273	$	3,304	$	5,653	$	47,166	$	52,819
Deferred revenue	Deferred revenue	185		147		441		518		1,291		14,033		15,324		Deferred revenue	361		224		95		1,150		1,830		17,690		19,520
Total contracts	Total contracts	$	819	$	504	$	589	$	2,560	$	4,472	$	52,427	$	56,899	Total contracts	$	1,737	$	924	$	368	$	4,454	$	7,483	$	64,856	$	72,339

Balances due on undelivered preneed cemetery contracts have been reclassified to reduce Deferred preneed cemetery revenue on our Consolidated Balance Sheet. The transaction price allocated to preneed merchandise and service performance obligations that were unfulfilled were $11.6 million and $14.2 million at December 31, 2022 and June 30, 2023, respectively. As these performance obligations are to be completed after the date of death, we cannot quantify the recognition of revenue in future periods. However, we estimate an average maturity period of eight years for preneed cemetery contracts.

7.FAIR VALUE MEASUREMENTS

We evaluated our financial assets and liabilities for those that met the criteria of the disclosure requirements and fair value framework. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate the fair values of those instruments due to the short-term nature of the instruments. The fair values of our receivables on preneed cemetery contracts are impracticable to estimate because of the lack of a trading market and the diverse number of individual contracts with varying terms. 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.

At June 30, 2023, the carrying value and fair value of our Credit Facility was $204.0 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. 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

- 1813 -

7.~~TRUST INVESTMENTS~~of the reporting date. At June 30, 2023, the carrying value of our acquisition debt was $3.9 million, which approximated its fair value. The fair value of our Senior Notes was $343.1 million at June 30, 2023 based on the last traded or broker quoted price.

~~Preneed trust~~We identified investments ~~represent trust fund assets that we are generally permitted to withdraw as~~in fixed income securities, common stock and mutual funds presented within the ~~services~~preneed and merchandise are provided to customers. Preneed funeral and cemetery contracts are secured by payments from customers, less amounts not required by law to be deposited into trust. These earnings are recognized in ~~Other revenue~~ on our Consolidated Statements of Operations, when a service is performed or merchandise is delivered. Trust management fees charged by CSV RIA are included as revenue in the period in which they are earned. Our investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. 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.

~~Cemetery~~ perpetual care trust investments ~~represent a portion of~~categories on our Consolidated Balance Sheet as having met the proceeds from the sale of cemetery property interment rights that we are required by various state laws to deposit into perpetual care trust funds. The income earned from these perpetual care trusts offsets maintenance expensescriteria for ~~cemetery property and memorials. This trust fund income is recognized in~~ ~~Other revenue.~~

fair value measurement. Where quoted prices are available in an active market, investments held by the trusts are classified as Level 1 investments pursuant to the three-level valuation hierarchy. Our Level 1 investments include cash, U.S. treasury debt, common stock and equity mutual funds. 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. agency obligations, foreign debt, corporate debt, preferred stocks, certificates of deposit and fixed income mutual funds and other investments, all of which are classified within Level 2 of the valuation hierarchy.

In addition, we have an investment in a limited partnership fund, whose fair value has been estimated using the net asset value per share practical expedient described in ASC 820-10-35-59, Fair Value Measurement of Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) and therefore, has not been classified in the fair value hierarchy. The value of the investments in this fund cannot be redeemed because the investments include restrictions that do not allow for redemption within the first 12 months after acquisition. Our unfunded commitment for this investment at June 30, 2023 is $10.0 million.

Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We ~~review~~account for these investments at cost. See Notes 8 and ~~update~~9 to our Consolidated Financial Statements for the fair value hierarchy ~~classifications quarterly. See Note 9~~levels of our trust investments.

8.TRUST INVESTMENTS

Preneed trust investments represent trust fund assets that we are generally permitted to withdraw as the services and merchandise are provided to customers. Preneed funeral and cemetery contracts are secured by payments from customers, less amounts not required by law to be deposited into trust. These earnings are recognized in Other revenue on our Consolidated ~~Financial~~ Statements of Operations, when a service is performed or merchandise is delivered. Trust management fees charged by our wholly-owned registered investment advisory firm (“CSV RIA”) are included ~~herein for further information~~as revenue in the period in which they are earned. Our investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. 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.

Cemetery perpetual care trust investments represent a portion of the ~~fair value measurement.~~proceeds from the sale of cemetery property interment rights that we are required by various state laws to deposit into perpetual care trust funds. The income earned from these perpetual care trusts offsets maintenance expenses for cemetery property and memorials. This trust fund income is recognized in Other revenue.

Changes in the fair value of our trust fund assets (Preneed funeral, cemetery and perpetual care trust investments) are offset by changes in the fair value of our trust fund liabilities (Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus) and reflected in Other, net. There is no impact on earnings until such time the services are performed or the merchandise is delivered, causing the contract to be withdrawn from the trust in accordance with state regulations and the gain or loss is allocated to the contract.

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.

Preneed Cemetery Trust Investments

The components of Preneed cemetery trust investments on our Consolidated Balance Sheet are as follows (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Preneed cemetery trust investments, at market value	Preneed cemetery trust investments, at market value	$	103,808	$	90,130	Preneed cemetery trust investments, at market value	$	98,269	$	92,898
Less: allowance for contract cancellation	Less: allowance for contract cancellation	(2,905)		(3,100)		Less: allowance for contract cancellation	(3,204)		(3,024)
Preneed cemetery trust investments	Preneed cemetery trust investments	$	100,903	$	87,030	Preneed cemetery trust investments	$	95,065	$	89,874

- 1914 -

The cost and market values associated with preneed cemetery trust investments at ~~September~~June 30, ~~2022~~2023 are detailed below (in thousands):


		Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value			Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value
Cash and money market accounts	Cash and money market accounts	1	$	6,852	$	—	$	—	$	6,852	Cash and money market accounts	1	$	8,330	$	—	$	—	$	8,330
Fixed income securities:	Fixed income securities:										Fixed income securities:

U.S. agency obligations	U.S. agency obligations	2	803		—		(76)		727		U.S. agency obligations	2	803		—		(65)		738
Foreign debt	Foreign debt	2	11,146		533		(1,024)		10,655		Foreign debt	2	10,978		1,028		(421)		11,585
Corporate debt	Corporate debt	2	14,073		37		(3,311)		10,799		Corporate debt	2	14,593		180		(4,625)		10,148
Preferred stock	Preferred stock	2	12,568		367		(1,665)		11,270		Preferred stock	2	11,553		449		(1,521)		10,481
Certificates of deposit	Certificates of deposit	2	79		—		(7)		72		Certificates of deposit	2	79		—		(9)		70
Common stock	Common stock	1	45,169		2,483		(7,816)		39,836		Common stock	1	38,955		6,335		(7,183)		38,107
Limited partnership fund											Limited partnership fund		3,579		—		(1)		3,578
Mutual funds:	Mutual funds:										Mutual funds:
Equity	Equity	1	309		—		(63)		246		Equity	1	554		—		(52)		502
Fixed income	Fixed income	2	12,324		8		(3,603)		8,729		Fixed income	2	11,379		17		(2,846)		8,550
Trust securities	Trust securities		$	103,323	$	3,428	$	(17,565)	$	89,186	Trust securities		$	100,803	$	8,009	$	(16,723)	$	92,089
Accrued investment income	Accrued investment income		$	944					$	944	Accrued investment income		$	809					$	809
Preneed cemetery trust investments	Preneed cemetery trust investments								$	90,130	Preneed cemetery trust investments								$	92,898
Market value as a percentage of cost	Market value as a percentage of cost								86.3%		Market value as a percentage of cost								91.4%

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~~137
Due in one to five years	~~6,815~~9,043
Due in five to ten years	~~6,435~~4,782
Thereafter	~~18,758~~19,060
Total fixed income securities	$	~~33,523~~33,022

The cost and market values associated with preneed cemetery trust investments at December 31, ~~2021~~2022 are detailed below (in thousands):


		Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value			Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value
Cash and money market accounts	Cash and money market accounts	1	$	3,088	$	—	$	—	$	3,088	Cash and money market accounts	1	$	10,434	$	—	$	—	$	10,434
Fixed income securities:	Fixed income securities:										Fixed income securities:
U.S. agency obligations											U.S. agency obligations	2	803		—		(72)		731
Foreign debt	Foreign debt	2	15,846		2,025		(953)		16,918		Foreign debt	2	12,241		910		(644)		12,507
Corporate debt	Corporate debt	2	12,965		1,374		(49)		14,290		Corporate debt	2	15,066		104		(4,139)		11,031
Preferred stock	Preferred stock	2	12,455		1,111		(344)		13,222		Preferred stock	2	12,560		436		(1,789)		11,207
Certificate of deposit											Certificate of deposit	2	79		—		(8)		71

Common stock	Common stock	1	40,992		6,906		(4,079)		43,819		Common stock	1	42,929		5,102		(6,228)		41,803
Mutual funds:	Mutual funds:										Mutual funds:
Equity	Equity	1	28		8		—		36		Equity	1	362		—		(33)		329
Fixed income	Fixed income	2	11,443		615		(567)		11,491		Fixed income	2	12,324		10		(3,310)		9,024
Trust Securities	Trust Securities		$	96,817	$	12,039	$	(5,992)	$	102,864	Trust Securities		$	106,798	$	6,562	$	(16,223)	$	97,137
Accrued investment income	Accrued investment income		$	944					$	944	Accrued investment income		$	1,132					$	1,132
Preneed cemetery trust investments	Preneed cemetery trust investments								$	103,808	Preneed cemetery trust investments								$	98,269
Market value as a percentage of cost	Market value as a percentage of cost								106.2%		Market value as a percentage of cost								91.0%

- 2015 -

The following table ~~summarized~~summarizes our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at ~~September~~June 30, ~~2022,~~2023, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):


		September 30, 2022													June 30, 2023
		In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total					In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total
		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses
Fixed income securities:	Fixed income securities:													Fixed income securities:
U.S. agency obligations	U.S. agency obligations	$	728	$	(76)	$	—	$	—	$	728	$	(76)	U.S. agency obligations	$	161	$	(25)	$	577	$	(40)	$	738	$	(65)
Foreign debt	Foreign debt	6,829		(528)		583		(496)		7,412		(1,024)		Foreign debt	2,684		(100)		1,926		(321)		4,610		(421)
Corporate debt	Corporate debt	7,886		(3,111)		580		(200)		8,466		(3,311)		Corporate debt	4,560		(3,423)		2,950		(1,202)		7,510		(4,625)
Preferred stock	Preferred stock	6,438		(1,088)		3,356		(577)		9,794		(1,665)		Preferred stock	4,118		(825)		4,151		(696)		8,269		(1,521)
Certificates of deposit	Certificates of deposit	72		(7)		—		—		72		(7)		Certificates of deposit	—		—		70		(9)		70		(9)
Total fixed income securities with an unrealized loss	Total fixed income securities with an unrealized loss	$	21,953	$	(4,810)	$	4,519	$	(1,273)	$	26,472	$	(6,083)	Total fixed income securities with an unrealized loss	$	11,523	$	(4,373)	$	9,674	$	(2,268)	$	21,197	$	(6,641)

The following table ~~summarized~~summarizes our fixed income securities (excluding mutual funds) within our preneed cemetery trust investments in an unrealized loss position at December 31, ~~2021,~~2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):


		December 31, 2021													December 31, 2022
		In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total					In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total
		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses
Fixed income securities:	Fixed income securities:													Fixed income securities:
U.S. agency obligations														U.S. agency obligations	$	732	$	(72)	$	—	$	—	$	732	$	(72)
Foreign debt	Foreign debt	$	4,228	$	(517)	$	629	$	(436)	$	4,857	$	(953)	Foreign debt	5,394		(308)		744		(336)		6,138		(644)
Corporate debt	Corporate debt	1,037		(49)		—		—		1,037		(49)		Corporate debt	8,037		(3,922)		563		(217)		8,600		(4,139)
Preferred stock	Preferred stock	1,301		(63)		2,913		(281)		4,214		(344)		Preferred stock	7,146		(1,271)		2,517		(518)		9,663		(1,789)

Certificates of deposit														Certificates of deposit	71		(8)		—		—		71		(8)
Total fixed income securities with an unrealized loss	Total fixed income securities with an unrealized loss	$	6,566	$	(629)	$	3,542	$	(717)	$	10,108	$	(1,346)	Total fixed income securities with an unrealized loss	$	21,380	$	(5,581)	$	3,824	$	(1,071)	$	25,204	$	(6,652)

Preneed cemetery trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Investment income	Investment income	$	441	$	556	$	1,570	$	1,618	Investment income	$	571	$	689	$	1,062	$	1,279
Realized gains	Realized gains	2,207		392		16,315		9,285		Realized gains	6,870		728		8,893		2,001
Realized losses	Realized losses	(214)		(105)		(6,563)		(2,488)		Realized losses	(2,320)		(269)		(2,383)		(1,146)
Unrealized gains (losses), net	Unrealized gains (losses), net	(3,966)		(5,037)		4,893		(14,137)		Unrealized gains (losses), net	(15,977)		3,439		(9,100)		(8,714)
Expenses and taxes	Expenses and taxes	(546)		(482)		(1,308)		(1,353)		Expenses and taxes	(507)		(316)		(871)		(622)
Net change in deferred preneed cemetery receipts held in trust	Net change in deferred preneed cemetery receipts held in trust	2,078		4,676		(14,907)		7,075		Net change in deferred preneed cemetery receipts held in trust	11,363		(4,271)		2,399		7,202
		$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—

Purchases and sales of investments in the preneed cemetery trusts are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Purchases	Purchases	$	(7,532)	$	(459)	$	(34,740)	$	(2,083)	Purchases	$	(309)	$	(2,784)	$	(1,624)	$	(9,138)
Sales	Sales	6,446		—		33,847		661		Sales	461		2,817		661		5,862

- 2116 -

Preneed Funeral Trust Investments

Preneed funeral trust investments represent trust fund assets that we are permitted to withdraw as services and merchandise are provided to customers. Preneed funeral contracts are secured by payments from customers, less retained amounts not required to be deposited into trust.

The components of Preneed funeral trust investments on our Consolidated Balance Sheet are as follows (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Preneed funeral trust investments, at market value	Preneed funeral trust investments, at market value	$	116,973	$	102,028	Preneed funeral trust investments, at market value	$	107,995	$	106,713
Less: allowance for contract cancellation	Less: allowance for contract cancellation	(3,315)		(3,390)		Less: allowance for contract cancellation	(3,442)		(3,396)
Preneed funeral trust investments	Preneed funeral trust investments	$	113,658	$	98,638	Preneed funeral trust investments	$	104,553	$	103,317

The cost and market values associated with preneed funeral trust investments at ~~September~~June 30, ~~2022~~2023 are detailed below (in thousands):


		Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value			Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value
Cash and money market accounts	Cash and money market accounts	1	$	26,473	$	—	$	—	$	26,473	Cash and money market accounts	1	$	26,018	$	—	$	—	$	26,018
Fixed income securities:	Fixed income securities:										Fixed income securities:
U.S treasury debt	U.S treasury debt	1	551		—		(51)		500		U.S treasury debt	1	485		—		(42)		443

Foreign debt	Foreign debt	2	10,018		486		(897)		9,607		Foreign debt	2	10,433		992		(385)		11,040
Corporate debt	Corporate debt	2	12,024		32		(2,772)		9,284		Corporate debt	2	13,219		166		(4,161)		9,224
Preferred stock	Preferred stock	2	10,898		335		(1,477)		9,756		Preferred stock	2	10,537		428		(1,443)		9,522

Common stock	Common stock	1	39,081		2,234		(6,655)		34,660		Common stock	1	35,390		6,071		(6,319)		35,142
Limited partnership fund											Limited partnership fund		3,453		—		(1)		3,452
Mutual funds:	Mutual funds:										Mutual funds:
Equity	Equity	1	282		—		(57)		225		Equity	1	409		—		(48)		361
Fixed income	Fixed income	2	10,028		7		(2,979)		7,056		Fixed income	2	9,714		16		(2,479)		7,251
Other investments	Other investments	2	3,635		—		—		3,635		Other investments	2	3,521		—		—		3,521
Trust securities	Trust securities		$	112,990	$	3,094	$	(14,888)	$	101,196	Trust securities		$	113,179	$	7,673	$	(14,878)	$	105,974
Accrued investment income	Accrued investment income		$	832					$	832	Accrued investment income		$	739					$	739
Preneed funeral trust investments	Preneed funeral trust investments								$	102,028	Preneed funeral trust investments								$	106,713
Market value as a percentage of cost	Market value as a percentage of cost								89.6%		Market value as a percentage of cost								93.6%

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~~79
Due in one to five years	~~5,678~~8,062
Due in five to ten years	~~5,623~~4,443
Thereafter	~~16,464~~17,645
Total fixed income securities	$	~~29,147~~30,229

- 2217 -

The cost and market values associated with preneed funeral trust investments at December 31, ~~2021~~2022 are detailed below (in thousands):


		Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value			Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value
Cash and money market accounts	Cash and money market accounts	1	$	23,438	$	—	$	—	$	23,438	Cash and money market accounts	1	$	29,641	$	—	$	—	$	29,641
Fixed income securities:	Fixed income securities:										Fixed income securities:

U.S. treasury debt											U.S. treasury debt	1	484		—		(45)		439
Foreign debt	Foreign debt	2	14,936		1,874		(887)		15,923		Foreign debt	2	10,851		818		(555)		11,114
Corporate debt	Corporate debt	2	11,231		1,223		(46)		12,408		Corporate debt	2	12,735		89		(3,443)		9,381
Preferred stock	Preferred stock	2	11,001		986		(319)		11,668		Preferred stock	2	10,730		391		(1,564)		9,557

Common stock	Common stock	1	36,694		6,417		(3,574)		39,537		Common stock	1	36,478		4,485		(5,187)		35,776
Mutual funds:	Mutual funds:										Mutual funds:
Equity	Equity	1	26		7		—		33		Equity	1	326		—		(30)		296
Fixed income	Fixed income	2	9,396		454		(470)		9,380		Fixed income	2	9,907		9		(2,691)		7,225
Other investments	Other investments	2	3,754		—		—		3,754		Other investments	2	3,592		—		—		3,592
Trust securities	Trust securities		$	110,476	$	10,961	$	(5,296)	$	116,141	Trust securities		$	114,744	$	5,792	$	(13,515)	$	107,021
Accrued investment income	Accrued investment income		$	832					$	832	Accrued investment income		$	974					$	974
Preneed funeral trust investments	Preneed funeral trust investments								$	116,973	Preneed funeral trust investments								$	107,995
Market value as a percentage of cost	Market value as a percentage of cost								105.1%		Market value as a percentage of cost								93.3%

The following table ~~summarized~~summarizes our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at ~~September~~June 30, ~~2022,~~2023, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):


		September 30, 2022													June 30, 2023
		In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total					In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total
		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses
Fixed income securities:	Fixed income securities:													Fixed income securities:
U.S. treasury debt	U.S. treasury debt	$	500	$	(51)	$	—	$	—	$	500	$	(51)	U.S. treasury debt	$	—	$	—	$	443	$	(42)	$	443	$	(42)
Foreign debt	Foreign debt	6,151		(475)		498		(422)		6,649		(897)		Foreign debt	2,538		(79)		1,774		(306)		4,312		(385)
Corporate debt	Corporate debt	6,676		(2,589)		529		(183)		7,205		(2,772)		Corporate debt	4,090		(3,227)		2,648		(934)		6,738		(4,161)
Preferred stock	Preferred stock	5,436		(953)		2,973		(524)		8,409		(1,477)		Preferred stock	4,080		(830)		3,523		(613)		7,603		(1,443)

Total fixed income securities with an unrealized loss	Total fixed income securities with an unrealized loss	$	18,763	$	(4,068)	$	4,000	$	(1,129)	$	22,763	$	(5,197)	Total fixed income securities with an unrealized loss	$	10,708	$	(4,136)	$	8,388	$	(1,895)	$	19,096	$	(6,031)

The following table ~~summarized~~summarizes our fixed income securities (excluding mutual funds) within our preneed funeral trust investment in an unrealized loss position at December 31, ~~2021,~~2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):


		December 31, 2021													December 31, 2022
		In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total					In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total
		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses
Fixed income securities:	Fixed income securities:													Fixed income securities:
U.S. treasury debt														U.S. treasury debt	$	439	$	(45)	$	—	$	—	$	439	$	(45)
Foreign debt	Foreign debt	$	4,251	$	(509)	$	548	$	(378)	$	4,799	$	(887)	Foreign debt	4,766		(274)		626		(281)		5,392		(555)
Corporate debt	Corporate debt	965		(46)		—		—		965		(46)		Corporate debt	6,742		(3,248)		506		(195)		7,248		(3,443)
Preferred stock	Preferred stock	1,211		(58)		2,710		(261)		3,921		(319)		Preferred stock	5,908		(1,099)		2,261		(465)		8,169		(1,564)

Total fixed income securities with an unrealized loss	Total fixed income securities with an unrealized loss	$	6,427	$	(613)	$	3,258	$	(639)	$	9,685	$	(1,252)	Total fixed income securities with an unrealized loss	$	17,855	$	(4,666)	$	3,393	$	(941)	$	21,248	$	(5,607)

- 2318 -

Preneed funeral trust investment security transactions recorded in Other, net on the Consolidated Statements of Operations are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022				2022		2023		2022		2023
Investment income	Investment income	$	357	$	398	$	1,261	$	1,245		Investment income	$	481	$	577	$	847	$	1,063
Realized gains	Realized gains	2,072		357		15,331		8,247			Realized gains	6,147		703		7,890		1,943
Realized losses	Realized losses	(201)		(96)		(6,097)		(2,242)			Realized losses	(2,088)		(260)		(2,146)		(1,097)
Unrealized gains (losses), net	Unrealized gains (losses), net	(3,728)		(4,394)		4,478		(11,794)			Unrealized gains (losses), net	(13,927)		3,380		(7,400)		(7,205)
Expenses and taxes	Expenses and taxes	(409)		(214)		(1,041)		(751)			Expenses and taxes	(322)		(202)		(537)		(394)
Net change in deferred preneed funeral receipts held in trust	Net change in deferred preneed funeral receipts held in trust	1,909		3,949		(13,932)		5,295			Net change in deferred preneed funeral receipts held in trust	9,709		(4,198)		1,346		5,690
		$	—	$	—	$	—	$	—			$	—	$	—	$	—	$	—

Purchases and sales of investments in the preneed funeral trusts are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022				2022		2023		2022		2023
Purchases	Purchases	$	(6,729)	$	—	$	(32,219)	$	(590)		Purchases	$	—	$	(2,687)	$	(590)	$	(8,750)
Sales	Sales	6,864		8		32,153		538			Sales	30		2,742		530		5,685

Cemetery Perpetual Care Trust Investments

Care trusts’ corpus on our Consolidated Balance Sheet ~~represent~~represents the corpus of those trusts plus undistributed income. The components of Care trusts’ corpus are as follows (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Cemetery perpetual care trust investments, at market value	Cemetery perpetual care trust investments, at market value	$	72,400	$	60,569	Cemetery perpetual care trust investments, at market value	$	66,307	$	78,363
Obligations due from trust	Obligations due from trust	(1,244)		(502)		Obligations due from trust	(812)		(774)
Care trusts’ corpus	Care trusts’ corpus	$	71,156	$	60,067	Care trusts’ corpus	$	65,495	$	77,589

The following table reflects the cost and market values associated with the trust investments held in cemetery perpetual care trust funds at ~~September~~June 30, ~~2022~~2023 (in thousands):


		Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value			Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value
Cash and money market accounts	Cash and money market accounts	1	$	3,889	$	—	$	—	$	3,889	Cash and money market accounts	1	$	6,001	$	—	$	—	$	6,001
Fixed income securities:	Fixed income securities:										Fixed income securities:

Foreign debt	Foreign debt	2	7,872		344		(757)		7,459		Foreign debt	2	9,753		853		(404)		10,202
Corporate debt	Corporate debt	2	9,705		63		(2,349)		7,419		Corporate debt	2	12,561		208		(4,054)		8,715
Preferred stock	Preferred stock	2	9,673		237		(1,238)		8,672		Preferred stock	2	10,990		384		(1,359)		10,015

Common stock	Common stock	1	29,510		1,651		(5,289)		25,872		Common stock	1	32,130		5,361		(5,874)		31,617
Limited partnership fund											Limited partnership fund		2,969		—		(1)		2,968
Mutual funds:	Mutual funds:										Mutual funds:
Equity	Equity	1	199		—		(40)		159		Equity	1	458		—		(45)		413
Fixed Income		2	8,895		5		(2,473)		6,427
Fixed income											Fixed income	2	10,119		15		(2,411)		7,723
Trust securities	Trust securities		$	69,743	$	2,300	$	(12,146)	$	59,897	Trust securities		$	84,981	$	6,821	$	(14,148)	$	77,654
Accrued investment income	Accrued investment income		$	672					$	672	Accrued investment income		$	709					$	709
Cemetery perpetual care investments	Cemetery perpetual care investments								$	60,569	Cemetery perpetual care investments								$	78,363
Market value as a percentage of cost	Market value as a percentage of cost								85.9%		Market value as a percentage of cost								91.4%

- 2419 -

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~~—
Due in one to five years	~~4,038~~6,963
Due in five to ten years	~~4,400~~4,183
Thereafter	~~14,134~~17,786
Total fixed income securities	$	~~23,550~~28,932

The following table reflects the cost and market values associated with the trust investments held in cemetery perpetual care trust funds at December 31, ~~2021~~2022 (in thousands):


		Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value			Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses		Fair Market Value
Cash and money market accounts	Cash and money market accounts	1	$	1,447	$	—	$	—	$	1,447	Cash and money market accounts	1	$	5,326	$	—	$	—	$	5,326
Fixed income securities:	Fixed income securities:										Fixed income securities:
Foreign debt	Foreign debt	2	10,949		1,401		(647)		11,703		Foreign debt	2	8,746		600		(470)		8,876
Corporate debt	Corporate debt	2	9,139		1,065		(32)		10,172		Corporate debt	2	10,540		118		(2,961)		7,697
Preferred stock	Preferred stock	2	9,742		803		(226)		10,319		Preferred stock	2	9,831		287		(1,374)		8,744

Common stock	Common stock	1	27,853		4,990		(3,008)		29,835		Common stock	1	28,625		3,443		(4,297)		27,771
Mutual funds:	Mutual funds:										Mutual funds:
Equity	Equity	1	19		5		—		24		Equity	1	345		2		(22)		325
Fixed income	Fixed income	2	8,141		530		(460)		8,211		Fixed income	2	9,046		26		(2,310)		6,762
Trust securities	Trust securities		$	67,290	$	8,794	$	(4,373)	$	71,711	Trust securities		$	72,459	$	4,476	$	(11,434)	$	65,501
Accrued investment income	Accrued investment income		$	689					$	689	Accrued investment income		$	806					$	806
Cemetery perpetual care investments	Cemetery perpetual care investments								$	72,400	Cemetery perpetual care investments								$	66,307
Market value as a percentage of cost	Market value as a percentage of cost								106.6%		Market value as a percentage of cost								90.4%

The following table ~~summarized~~summarizes our fixed income securities (excluding mutual funds) within our cemetery perpetual care trust investment in an unrealized loss position at ~~September~~June 30, ~~2022,~~2023, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):


		September 30, 2022													June 30, 2023
		In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total					In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total
		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses
Fixed income securities:	Fixed income securities:													Fixed income securities:
Foreign debt	Foreign debt	$	4,939	$	(393)	$	427	$	(364)	$	5,366	$	(757)	Foreign debt	$	2,502	$	(84)	$	1,916	$	(320)	$	4,418	$	(404)
Corporate debt	Corporate debt	5,237		(2,219)		374		(130)		5,611		(2,349)		Corporate debt	3,516		(2,774)		2,699		(1,280)		6,215		(4,054)
Preferred stock	Preferred stock	4,937		(814)		2,782		(424)		7,719		(1,238)		Preferred stock	3,369		(681)		4,108		(678)		7,477		(1,359)

Total fixed income securities with an unrealized loss	Total fixed income securities with an unrealized loss	$	15,113	$	(3,426)	$	3,583	$	(918)	$	18,696	$	(4,344)	Total fixed income securities with an unrealized loss	$	9,387	$	(3,539)	$	8,723	$	(2,278)	$	18,110	$	(5,817)

- 2520 -

The following table ~~summarized~~summarizes our fixed income securities (excluding mutual funds) within our perpetual care trust investment in an unrealized loss position at December 31, ~~2021,~~2022, aggregated by major security type and length of time in a continuous unrealized loss position (in thousands):


		December 31, 2021													December 31, 2022
		In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total					In Loss Position Less than 12 months				In Loss Position Greater than 12 months				Total
		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses		Fair Market Value		Unrealized Losses
Fixed income securities:	Fixed income securities:													Fixed income securities:
Foreign debt	Foreign debt	$	2,649	$	(321)	$	468	$	(326)	$	3,117	$	(647)	Foreign debt	$	4,123	$	(218)	$	554	$	(252)	$	4,677	$	(470)
Corporate debt	Corporate debt	846		(32)		—		—		846		(32)		Corporate debt	5,413		(2,818)		371		(143)		5,784		(2,961)
Preferred stock	Preferred stock	856		(41)		1,917		(185)		2,773		(226)		Preferred stock	6,066		(1,032)		1,659		(342)		7,725		(1,374)

Total fixed income securities with an unrealized loss	Total fixed income securities with an unrealized loss	$	4,351	$	(394)	$	2,385	$	(511)	$	6,736	$	(905)	Total fixed income securities with an unrealized loss	$	15,602	$	(4,068)	$	2,584	$	(737)	$	18,186	$	(4,805)

Cemetery perpetual care trust investment security transactions recorded in Other, net on our Consolidated Statements of Operations are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Realized gains	Realized gains	$	275	$	48	$	2,224	$	1,292	Realized gains	$	994	$	671	$	1,244	$	831
Realized losses	Realized losses	(26)		(13)		(942)		(302)		Realized losses	(281)		(293)		(289)		(470)
Unrealized gains (losses), net	Unrealized gains (losses), net	(3,070)		(3,730)		3,747		(9,846)		Unrealized gains (losses), net	(10,844)		1,746		(6,116)		(7,327)
Net change in Care trusts’ corpus		2,821		3,695		(5,029)		8,856
Net change in care trusts’ corpus										Net change in care trusts’ corpus	10,131		(2,124)		5,161		6,966
Total	Total	$	—	$	—	$	—	$	—	Total	$	—	$	—	$	—	$	—

Cemetery perpetual care trust investment security transactions recorded in Other revenue are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Investment income	Investment income	$	2,881	$	3,075	$	8,104	$	8,613	Investment income	$	2,776	$	2,881	$	5,538	$	6,078
Realized losses, net	Realized losses, net	(278)		(739)		(557)		(1,343)		Realized losses, net	(258)		(18)		(604)		(474)
Total	Total	$	2,603	$	2,336	$	7,547	$	7,270	Total	$	2,518	$	2,863	$	4,934	$	5,604

Purchases and sales of investments in the cemetery perpetual care trusts are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Purchases	Purchases	$	(5,049)	$	(233)	$	(24,105)	$	(644)	Purchases	$	(280)	$	(2,310)	$	(411)	$	(6,711)
Sales	Sales	4,431		—		23,695		441		Sales	441		8,694		441		10,904

8.9.RECEIVABLES FROM PRENEED FUNERAL TRUSTS

Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost. Receivables from preneed funeral trusts are as follows (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Preneed funeral trust funds, at cost	Preneed funeral trust funds, at cost	$	19,597	$	20,741	Preneed funeral trust funds, at cost	$	20,594	$	21,732
Less: allowance for contract cancellation	Less: allowance for contract cancellation	(588)		(622)		Less: allowance for contract cancellation	(618)		(652)
Receivables from preneed funeral trusts, net	Receivables from preneed funeral trusts, net	$	19,009	$	20,119	Receivables from preneed funeral trusts, net	$	19,976	$	21,080

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~~underlying preneed funeral contracts at December 31, ~~2021~~2022 and ~~September~~June 30, ~~2022.~~2023. 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.

- 2621 -

The composition of the preneed funeral trust funds at ~~September~~June 30, ~~2022~~2023 is as follows (in thousands):


		Historical Cost Basis		Fair Value			Historical Cost Basis		Fair Value
Cash and cash equivalents	Cash and cash equivalents	$	5,973	$	5,973	Cash and cash equivalents	$	6,283	$	6,283
Fixed income investments	Fixed income investments	12,078		12,078		Fixed income investments	12,590		12,590
Mutual funds and common stocks	Mutual funds and common stocks	2,687		2,363		Mutual funds and common stocks	2,855		2,581
Annuities	Annuities	3		3		Annuities	4		4
Total	Total	$	20,741	$	20,417	Total	$	21,732	$	21,458

The composition of the preneed funeral trust funds at December 31, ~~2021~~2022 is as follows (in thousands):


		Historical Cost Basis		Fair Value			Historical Cost Basis		Fair Value
Cash and cash equivalents	Cash and cash equivalents	$	5,595	$	5,595	Cash and cash equivalents	$	6,071	$	6,071
Fixed income investments	Fixed income investments	11,386		11,386		Fixed income investments	11,795		11,795
Mutual funds and common stocks	Mutual funds and common stocks	2,611		2,682		Mutual funds and common stocks	2,725		2,440
Annuities	Annuities	5		5		Annuities	3		3
Total	Total	$	19,597	$	19,668	Total	$	20,594	$	20,309

9.~~FAIR VALUE MEASUREMENTS~~

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date applicable for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. We disclose the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date.

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. 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. At September 30, 2022, the fair value of our Senior Notes was $317.2 million based on the last traded or broker quoted price.

~~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. Our receivables from preneed funeral trusts represent assets in trusts which are controlled and operated by third parties in which we do not have a controlling financial interest (less than 50%) in the trust assets. We account for these investments at cost. See Notes 7 and 8 to our Consolidated Financial Statements herein for the fair value hierarchy levels of our trust investments.

~~- 27 -~~

10.INTANGIBLE AND OTHER NON-CURRENT ASSETS

Intangible and other non-current assets are as follows (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Tradenames	Tradenames	$	23,565	$	24,108	Tradenames	$	25,610	$	29,074
Prepaid agreements not-to-compete, net of accumulated amortization of $3,316 and $3,373, respectively		2,247		1,884
Capitalized commissions on preneed contracts, net of accumulated amortization of $2,278 and $2,803, respectively		3,560		3,963

Capitalized commissions on preneed contracts, net of accumulated amortization of $2,990 and $3,375, respectively						Capitalized commissions on preneed contracts, net of accumulated amortization of $2,990 and $3,375, respectively	4,048		4,350
Prepaid agreements not-to-compete, net of accumulated amortization of $3,515 and $3,576, respectively						Prepaid agreements not-to-compete, net of accumulated amortization of $3,515 and $3,576, respectively	1,877		1,592
Internal-use software, net of accumulated amortization of $200 and $300, respectively						Internal-use software, net of accumulated amortization of $200 and $300, respectively	1,271		1,935
Other	Other	6		496		Other	124		382
Intangible and other non-current assets, net	Intangible and other non-current assets, net	$	29,378	$	30,451	Intangible and other non-current assets, net	$	32,930	$	37,333

Tradenames

~~Our tradenames have indefinite lives and therefore are not amortized.~~ During the ~~three and nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we increased the value of our tradenames by ~~$0.5~~$3.5 million, with $1.3 million allocated to our funeral home segment and $2.2 million allocated to our cemetery segment, related to our ~~2022 acquisition~~2023 business combination, described in Note 3 to the Consolidated Financial ~~Statements included herein.~~Statements.

~~See Note 1~~Capitalized Commissions

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. Our capitalized commissions on preneed contracts are amortized on a straight-line basis over the ~~Consolidated Financial Statements included herein for a discussion~~average maturity period of ~~the methodology used~~ten years for our ~~indefinite-lived intangible asset impairment test.~~preneed funeral trust contracts and eight years for our preneed cemetery merchandise and services contracts.

Amortization expense was $174,000 and $196,000 for the three months ended June 30, 2022 and 2023, respectively and $344,000 and $385,000 for the six months ended June 30, 2022 and 2023, respectively.

Prepaid Agreements

Prepaid agreements not-to-compete are amortized over the term of the respective agreements, generally ranging ~~generally~~ from one to ten years. Amortization expense was ~~$158,000~~$142,000 and ~~$142,000~~$131,000 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$495,000~~$290,000 and ~~$432,000~~$262,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

~~Capitalized Commissions~~Internal-use Software

~~We capitalize our selling costs related to preneed cemetery merchandise and services and preneed funeral trust contracts. These costs are~~Internal-use software is amortized on a straight-line basis typically over ~~the average maturity period for our preneed cemetery merchandise and services contracts and preneed funeral trust contracts, of~~ ~~eight~~three ~~and ten years, respectively.~~to five years. Amortization expense was ~~$165,000~~$55,000 and ~~$181,000~~$72,000 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$473,000~~$111,000 and ~~$525,000~~$134,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

- 22 -

The aggregate amortization expense for our ~~non-compete~~capitalized commissions, prepaid agreements and ~~capitalized commissions~~internal-use software as of ~~September~~June 30, ~~2022~~2023 is as follows (in thousands):


		Prepaid Agreements		Capitalized Commissions			Capitalized Commissions		Prepaid Agreements		Internal-use Software
Years ending December 31,	Years ending December 31,					Years ending December 31,
Remainder of 2022		$	135	$	186
2023		496		710
Remainder of 2023						Remainder of 2023	$	402	$	257	$	142
2024	2024	381		650		2024	759		424		303
2025	2025	372		585		2025	694		377		391
2026	2026	257		518		2026	628		262		378
2027						2027	562		142		377
Thereafter	Thereafter	243		1,314		Thereafter	1,305		130		344
Total amortization expense	Total amortization expense	$	1,884	$	3,963	Total amortization expense	$	4,350	$	1,592	$	1,935

11.CREDIT FACILITY AND ACQUISITION DEBT

~~On May 27 2022, we entered into a second amendment and commitment increase~~At June 30, 2023, our senior secured revolving credit facility (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; (ii) modifications to the definitions of “Applicable Rate” and “Applicable Fee Rate” to change the applicable rates and pricing levels set forth in each pricing grid; (iii) the establishment of the BSBY as a benchmark rate and the removal of LIBOR from the Credit Facility; (iv) an increase in the maximum Total Leverage Ratio (as defined in the Credit Facility) to 5.25 to 1.00; and (v) modifications to the restricted payments covenant to allow us to make additional stock repurchases, subject to the

~~- 28 -~~

satisfaction of certain conditions therein. 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.

~~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 aggregate in the form of increased revolving commitments or incremental term loans. The final maturity of the Credit Facility will occur on May 13, 2026.

Our obligations under the Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the Senior Notes (as defined in Note 12) and certain of our subsequently acquired or organized domestic subsidiaries (collectively, the “Subsidiary Guarantors”). The Credit Facility allows for future increases in the facility size in the form of increased revolving commitments or new incremental term loans by an additional amount of up to $75.0 million in the aggregate.

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 Subsidiary Guarantors. In addition, the Credit Facility includes provisions which require the Company and the Subsidiary Guarantors, upon the occurrence of an event of default or 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 under the Credit Facility, to grant additional liens on real property assets accounting for no less than 50% of the Company’s and the Subsidiary Guarantors’ funeral operations if requested by the administrative agent.

The Credit Facility contains customary affirmative covenants, including, but not limited to, covenants with respect to the use of proceeds, payment of taxes and other obligations, continuation of the Company’s business and the maintenance of existing rights and privileges, the maintenance of property and insurance, amongst others.

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. At ~~September~~June 30, ~~2022,~~2023, we were subject to the following financial covenants under our Credit Facility: (A) a Total Leverage Ratio not to exceed ~~5.25~~6.00 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.

We were in compliance with all of the covenants contained in our Credit Facility as of ~~September~~June 30, ~~2022.~~2023.

Our Credit Facility and ~~Acquisition~~acquisition debt consisted of the following (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Credit Facility	Credit Facility	$	155,400	$	169,000	Credit Facility	$	190,700	$	204,000
Debt issuance costs, net of accumulated amortization of $1,324 and $1,617, respectively		(1,543)		(1,590)
Debt issuance costs, net of accumulated amortization of $1,926 and $2,202, respectively						Debt issuance costs, net of accumulated amortization of $1,926 and $2,202, respectively	(1,864)		(1,582)
Total Credit Facility	Total Credit Facility	$	153,857	$	167,410	Total Credit Facility	$	188,836	$	202,418

Acquisition debt	Acquisition debt	$	4,500	$	4,460	Acquisition debt	$	3,993	$	3,948
Less: current portion	Less: current portion	(521)		(614)		Less: current portion	(555)		(578)
Total acquisition debt, net of current portion	Total acquisition debt, net of current portion	$	3,979	$	3,846	Total acquisition debt, net of current portion	$	3,438	$	3,370

At ~~September~~June 30, ~~2022,~~2023, we had outstanding borrowings under the Credit Facility of ~~$169.0~~$204.0 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~~27, 2023 and is expected to automatically renew annually and secures our obligations under our various self-insured policies. At ~~September~~June 30, ~~2022,~~2023, we had ~~$78.7~~$43.7 million of availability under the Credit Facility.

~~As of the effective date of the Credit Facility Amendment, outstanding~~Outstanding borrowings under our Credit Facility bear interest at a prime rate or ~~a BSBY~~the Bloomberg Short-Term Bank Yield Index (“BSBY”) rate, plus an applicable margin based on our leverage ratio. At ~~September~~June 30, ~~2022,~~2023, the prime rate margin was equivalent to ~~1.125%~~2.625% and the BSBY rate margin was ~~2.125%~~3.625%. The weighted average interest rate on our Credit Facility was ~~2.0%~~2.9% and ~~4.3%~~8.6% for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and 2.5% and ~~3.1%~~8.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

- 2923 -

The interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Credit Facility interest expense	Credit Facility interest expense	$	383	$	1,971	$	1,200	$	4,132	Credit Facility interest expense	$	1,314	$	4,668	$	2,161	$	8,479
Credit Facility amortization of debt issuance costs	Credit Facility amortization of debt issuance costs	80		109		297		293		Credit Facility amortization of debt issuance costs	96		138		184		276

The imputed interest expense related to our acquisition debt is as follows (in thousands):

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Acquisition debt imputed interest expense $ 90 $ 78 $ 280 $ 237


	Three months ended June 30,				Six months ended June 30,
	2022		2023		2022		2023
Acquisition debt imputed interest expense	$	79	$	71	$	159	$	142

12. SENIOR NOTES

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):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Principal amount	Principal amount	$	400,000	$	400,000	Principal amount	$	400,000	$	400,000

Debt discount, net of accumulated amortization of $301 and $669, respectively		(4,199)		(3,831)
Debt issuance costs, net of accumulated amortization of $86 and $190, respectively		(1,191)		(1,087)
Debt discount, net of accumulated amortization of $794 and $1,049, respectively						Debt discount, net of accumulated amortization of $794 and $1,049, respectively	(3,706)		(3,451)
Debt issuance costs, net of accumulated amortization of $226 and $299, respectively						Debt issuance costs, net of accumulated amortization of $226 and $299, respectively	(1,051)		(978)
Carrying value of the Senior Notes	Carrying value of the Senior Notes	$	394,610	$	395,082	Carrying value of the Senior Notes	$	395,243	$	395,571

At ~~September~~June 30, ~~2022,~~2023, the fair value of the Senior Notes, which are Level 2 measurements, was ~~$317.2~~$343.1 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. The Senior Notes are unsecured, senior obligations and are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by each of the Subsidiary Guarantors. The Senior Notes mature on May 15, 2029, unless earlier redeemed or purchased and bear interest at 4.25% per year, which is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021.

We may redeem the Senior Notes, in whole or in part, at the redemption price of 102.13% on or after May 15, 2024, 101.06% on or after May 15, 2025 and 100% on or after May 15, 2026, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time before May 15, 2024, we may also redeem all or part of the Senior Notes at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. In addition, before May 15, 2024, we may redeem up to 40% of the aggregate principal amount of the Senior Notes outstanding using an amount of cash equal to the net proceeds of certain equity offerings, at a price of 104.25% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption; provided that (1) at least 50% of the aggregate principal amount of the Senior Notes (including any additional Senior Notes) outstanding under the Indenture remain outstanding immediately after the occurrence of such redemption (unless all Senior Notes are redeemed concurrently), and (2) each such redemption must occur within 180 days of the date of the consummation of any such equity offering.

If a “change of control” occurs, holders of the Senior Notes will have the option to require us to purchase for cash all or a portion of their Senior Notes at a price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest. 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.

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

~~- 30 -~~

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):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Senior Notes interest expense	Senior Notes interest expense	$	4,250	$	4,250	$	17,517	$	12,730	Senior Notes interest expense	$	4,230	$	4,250	$	8,480	$	8,500
Senior Notes amortization of debt discount	Senior Notes amortization of debt discount	118		125		384		368		Senior Notes amortization of debt discount	122		128		243		255
Senior Notes amortization of debt premium		—		—		85		—

Senior Notes amortization of debt issuance costs	Senior Notes amortization of debt issuance costs	34		35		161		104		Senior Notes amortization of debt issuance costs	35		37		69		73

The debt discount and the debt issuance costs are being amortized using the effective interest method over the remaining term of approximately 8071 months of the Senior Notes. ~~For both the three and nine months ended September 30, 2021 and 2022, the~~The effective interest rate on the unamortized debt discount and the unamortized debt issuance costs for the Senior Notes for both the three and six months ended June 30, 2022 and 2023 was 4.42% and 4.30%, respectively.

- 24 -

13.LEASES

Our lease obligations consist of operating and finance leases related to real estate, equipment and ~~equipment.~~vehicles. The components of lease cost are as follows (in thousands):


			Three months ended September 30,				Nine months ended September 30,						Three months ended June 30,				Six months ended June 30,
		Income Statement Classification	2021		2022		2021		2022			Income Statement Classification	2022		2023		2022		2023
Operating lease cost	Operating lease cost	Facilities and grounds expense(1)	$	947	$	863	$	2,871	$	2,564	Operating lease cost	Facilities and grounds expense(1)	$	853	$	917	$	1,701	$	1,792
Short-term lease cost	Short-term lease cost	Facilities and grounds expense(1)	39		82		145		260		Short-term lease cost	Facilities and grounds expense(1)	76		92		178		186
Variable lease cost	Variable lease cost	Facilities and grounds expense(1)	43		37		100		60		Variable lease cost	Facilities and grounds expense(1)	16		56		23		114

Finance lease cost:	Finance lease cost:										Finance lease cost:
Depreciation of leased assets	Depreciation of leased assets	Depreciation and amortization(2)	$	111	$	111	$	328	$	328	Depreciation of leased assets	Depreciation and amortization(2)	$	109	$	109	$	217	$	217
Interest on lease liabilities	Interest on lease liabilities	Interest expense	117		110		356		335		Interest on lease liabilities	Interest expense	112		103		225		208
Total finance lease cost	Total finance lease cost		228		221		684		663		Total finance lease cost		221		212		442		425
Total lease cost	Total lease cost		$	1,257	$	1,203	$	3,800	$	3,547	Total lease cost		$	1,166	$	1,277	$	2,344	$	2,517



(1)			Facilities and grounds expense is included within Cost of service and General, administrative and other on our Consolidated Statements of Operations.
(2)			Depreciation and amortization expense is included within Field depreciation expense and General, administrative and other on our Consolidated Statements of Operations.

Supplemental cash flow information related to our leases is as follows (in thousands):


		Nine months ended September 30,					Six months ended June 30,
		2021		2022			2022		2023
Cash paid for operating leases included in operating activities	Cash paid for operating leases included in operating activities	$	2,891	$	2,698	Cash paid for operating leases included in operating activities	$	1,795	$	1,934
Cash paid for finance leases included in financing activities	Cash paid for finance leases included in financing activities	626		646		Cash paid for finance leases included in financing activities	426		447

Right-of-use assets obtained in exchange for new leases is as follows (in thousands):

Nine months ended September 30,
2021 2022
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 — —

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. We recorded a leasehold improvement asset as property plant and equipment and reduced our right-of-use asset by $1.4 million. The leasehold improvement allowance will be recognized prospectively by ratably reducing the lease expense over the remaining lease term.

~~- 31 -~~


	Six months ended June 30,
	2022		2023
Right-of-use assets obtained in exchange for new operating lease liabilities	$	576	$	1,067
Right-of-use assets obtained in exchange for new finance lease liabilities	—		—

Supplemental balance sheet information related to leases is as follows (in thousands):


Lease Type	Lease Type	Balance Sheet Classification	December 31, 2021		September 30, 2022		Lease Type	Balance Sheet Classification	December 31, 2022		June 30, 2023
Operating lease right-of-use assets	Operating lease right-of-use assets	Operating lease right-of-use assets	$	17,881	$	17,295	Operating lease right-of-use assets	Operating lease right-of-use assets	$	17,060	$	17,123

Finance lease right-of-use assets	Finance lease right-of-use assets	Property, plant and equipment, net	$	6,770	$	6,770	Finance lease right-of-use assets	Property, plant and equipment, net	$	6,770	$	6,770
Accumulated depreciation	Accumulated depreciation	Property, plant and equipment, net	(2,443)		(2,771)		Accumulated depreciation	Property, plant and equipment, net	(2,881)		(3,098)
Finance lease right-of-use assets, net	Finance lease right-of-use assets, net		$	4,327	$	3,999	Finance lease right-of-use assets, net		$	3,889	$	3,672

Operating lease current liabilities	Operating lease current liabilities	Current portion of operating lease obligations	$	1,913	$	2,074	Operating lease current liabilities	Current portion of operating lease obligations	$	2,203	$	2,581
Finance lease current liabilities	Finance lease current liabilities	Current portion of finance lease obligations	375		416		Finance lease current liabilities	Current portion of finance lease obligations	414		409
Total current lease liabilities	Total current lease liabilities		$	2,288	$	2,490	Total current lease liabilities		$	2,617	$	2,990

Operating lease non-current liabilities	Operating lease non-current liabilities	Obligations under operating leases, net of current portion	$	18,520	$	17,638	Operating lease non-current liabilities	Obligations under operating leases, net of current portion	$	17,315	$	16,860
Finance lease non-current liabilities	Finance lease non-current liabilities	Obligations under finance leases, net of current portion	5,157		4,842		Finance lease non-current liabilities	Obligations under finance leases, net of current portion	4,743		4,537
Total non-current lease liabilities	Total non-current lease liabilities		$	23,677	$	22,480	Total non-current lease liabilities		$	22,058	$	21,397

Total lease liabilities	Total lease liabilities		$	25,965	$	24,970	Total lease liabilities		$	24,675	$	24,387

- 25 -

The average lease terms and discount rates at ~~September~~June 30, ~~2022~~2023 are as follows:


		Weighted-average remaining lease term (years)	Weighted-average discount rate			Weighted-average remaining lease term (years)	Weighted-average discount rate
Operating leases	Operating leases	9.1	8.0	%	Operating leases	8.3	8.1	%
Finance leases	Finance leases	11.8	8.2	%	Finance leases	11.1	8.1	%

The aggregate future lease payments for non-cancelable operating and finance leases at ~~September~~June 30, ~~2022~~2023 are as follows (in thousands):


		Operating		Finance			Operating		Finance
Lease payments due:	Lease payments due:					Lease payments due:
Remainder of 2022		$	899	$	222
2023		3,557		860
Remainder of 2023						Remainder of 2023	$	1,973	$	423
2024	2024	3,535		791		2024	3,942		791
2025	2025	3,306		736		2025	3,651		736
2026	2026	3,240		745		2026	3,528		746
2027						2027	3,375		746
Thereafter	Thereafter	13,112		4,810		Thereafter	10,011		4,064
Total lease payments	Total lease payments	27,649		8,164		Total lease payments	26,480		7,506
Less: Interest	Less: Interest	(7,937)		(2,906)		Less: Interest	(7,039)		(2,560)
Present value of lease liabilities	Present value of lease liabilities	$	19,712	$	5,258	Present value of lease liabilities	$	19,441	$	4,946

At ~~September~~June 30, ~~2022,~~2023, we had no ~~additional~~ significant operating or finance leases that had not yet commenced.

14.~~COMMITMENTS AND CONTINGENCIES~~

~~Chinchilla v. Carriage Services, Inc., et al.~~, 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. The plaintiff, a former employee, sought monetary damages on behalf of himself and other similarly situated current and former non-exempt employees. 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. 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.

~~- 32 -~~

~~15.~~STOCKHOLDERS’ EQUITY

Restricted Stock

Restricted stock activity is as follows (in thousands, except shares):


		Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
		2021			2022			2021			2022				2022			2023				2022			2023
		Shares	Fair Value		Shares	Fair Value		Shares	Fair Value		Shares	Fair Value					Shares	Fair Value			Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Granted(1)	Granted(1)	—	$	—	—	$	—	9,300	$	324	—	$	—			Granted(1)	—	$	—		—	$	—	—	$	—	142,020	$	4,634
Returned for payroll taxes	Returned for payroll taxes	711	$	28	—	$	—	10,399	$	375	4,136	$	205			Returned for payroll taxes	(49)	$	(2)		39	$	1	4,136	$	205	1,473	$	50
Cancelled	Cancelled	—	$	—	500	$	16	966	$	27	1,950	$	63			Cancelled	450	$	16		776	$	27	1,450	$	47	1,826	$	61

(1)

Restricted stock granted during the ~~nine~~six months ended ~~September~~June 30 ~~2021~~2023 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.~~$32.63.

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for restricted stock awards of ~~$89,000~~$40,000 and ~~$36,000~~$394,000, for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$308,000~~$97,000 and ~~$133,000~~$572,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

Stock Options

Stock option grants and cancellations are as follows (in thousands, except shares):


		Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
		2021			2022			2021			2022				2022			2023				2022			2023
		Shares	Fair Value		Shares	Fair Value		Shares	Fair Value		Shares	Fair Value					Shares	Fair Value			Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Granted(1)	Granted(1)	—	$	—	—	$	—	701,400	$	7,115	58,500	$	959			Granted(1)	—	$	—		—	$	—	58,500	$	959	214,191	$	2,506
Granted(2)	Granted(2)	—	$	—	—	$	—	—	$	—	310,000	$	5,388			Granted(2)	—	$	—		—	$	—	310,000	$	5,388	—	$	—
Granted(3)		—	$	—	—	$	—	150,000	$	1,684	—	$	—
Granted(4)		—	$	—	12,600	$	143	—	$	—	12,600	$	143
Cancelled	Cancelled	6,000	$	61	3,652	$	37	19,684	$	181	28,790	$	322			Cancelled	18,138	$	214		13,810	$	152	25,138	$	285	101,850	$	1,334



(1)			Stock options granted during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022~~2023 had a weighted average price of ~~$34.79~~$49.48 and ~~$49.48,~~$32.69, respectively. The fair value of these options was calculated using the Black-Scholes option pricing model. The options granted in ~~2021 and~~ 2022 vest over a five-year period and have a ten-year term. The options granted in 2023 vest over a three-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.
(2)			Stock options granted during the ~~nine~~six months ended ~~September~~June 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.

- 26 -

The fair value of the options granted during the six months ended June 30, 2023 was estimated using the Black-Scholes option pricing model with the following assumptions:

~~(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.

~~(4)~~Grant Date

~~Stock options~~

February 22, 2023

Expected holding period (years)

4.00

Awards granted ~~during the three and nine months ended September 30, 2022 had a weighted average price of $31.58. The fair~~

214,191

Dividend yield

1.38%

Expected volatility

43.68%

Risk-free interest rate

4.27%

Black-Scholes 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. These options will vest if the employee has remained continuously employed by us through the vesting period.

$11.70

Additional stock option activity is as follows (in thousands, except shares):


		Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
		2021			2022			2021			2022				2022			2023				2022			2023
		Shares	Cash		Shares	Cash		Shares	Cash		Shares	Cash					Shares	Cash			Shares	Cash		Shares	Cash		Shares	Cash
Exercised(1)	Exercised(1)	32,665	(1)		—	—		314,294	(1)		18,736	(1)				Exercised(1)	—	N/A			17,300	N/A		18,736	N/A		29,300	N/A
Returned for option price(2)	Returned for option price(2)	17,790	$	—	—	$	—	166,359	$	880	8,125	$	60			Returned for option price(2)	—	$	—		12,652	$	—	8,125	$	60	22,797	$	—
Returned for payroll taxes(3)	Returned for payroll taxes(3)	2,192	$	82	—	$	—	20,163	$	1,058	1,601	$	82			Returned for payroll taxes(3)	—	$	—		736	$	20	1,601	$	82	1,465	$	41



(1)			Stock options exercised during the three months ended ~~September~~June 30, ~~2021~~2023 had a weighted average exercise price of ~~$21.81,~~$20.06 with an aggregate intrinsic value of ~~$0.6~~$0.2 million. Stock options exercised during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022~~2023 had a weighted average exercise price of ~~$21.78~~$25.88 and ~~$25.88,~~$22.26, respectively, with an aggregate intrinsic value of ~~$5.0~~$0.5 million and ~~$0.5~~$0.3 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.

~~- 33 -~~

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for stock options of ~~$467,000~~$550,000 and ~~$559,000~~$735,000, for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$1,507,000~~$1,188,000 and ~~$1,747,000~~$1,445,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

Performance Awards

Performance award activity is as follows (in thousands, except shares):

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value
Granted 29,548 $ 1,062 — $ — 39,802 $ 1,464 27,013 $ 1,262
Cancelled 6,987 $ 101 — $ — 41,922 $ 598 20,961 $ 201

On June 1, 2021, we amended the performance award agreements granted on May 19, 2020 for three of our executives. The amendment increased the amount of performance awards payable in shares for the last three predetermined growth targets. 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.


	Three months ended June 30,						Six months ended June 30,
	2022			2023			2022			2023
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Granted	23,263	$	1,100	—	$	—	27,013	$	1,262	—	$	—
Cancelled	13,974	$	134	2,795	$	27	20,961	$	201	40,181	$	1,012

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for performance awards of ~~$475,000~~$637,000 and ~~$701,000~~$665,000 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$1,064,000~~$1,203,000 and ~~$1,904,000~~$728,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

Employee Stock Purchase Plan

ESPP activity is as follows (in thousands, except shares):

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Shares Price Shares Price Shares Price Shares Price
ESPP 14,734 $ 26.32 13,795 $ 27.34 46,622 $ 26.32 38,884 $ 35.42


	Three months ended June 30,						Six months ended June 30,
	2022			2023			2022			2023
	Shares	Price		Shares	Price		Shares	Price		Shares	Price
ESPP	11,796	$	33.70	16,386	$	24.28	25,089	$	39.86	38,042	$	24.28

The fair value of the right (option) to purchase shares under the ESPP is estimated at the date of purchase with the four quarterly purchase dates using the following assumptions:


			~~2022~~2023
Dividend yield			~~0.01%~~1.30%
Expected volatility			~~30.24%~~53.51%
Risk-free interest rate			~~0.08%~~4.53%, ~~0.22%~~4.77%, ~~0.31%~~4.75%, ~~0.40%~~4.72%
Expected life (years)			0.25, 0.50, 0.75, 1.00

- 27 -

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~~$152,000 and ~~$120,000~~$163,000 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$458,000~~$351,000 and ~~$471,000~~$415,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023 respectively.

Common Stock

Former Employee

Common stock activity is as follows (in thousands, except shares):


	Three months ended June 30,						Six months ended June 30,
	2022			2023			2022			2023
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Granted(1)	—	$	—	—	$	—	—	$	—	30,000	$	826
Returned for payroll taxes	—	$	—	—	$	—	—	$	—	1,001	$	28

(1)

During the six months ended June 30, 2023, we issued 30,000 shares of common stock to a former executive at a stock price of $27.54, in accordance with his Separation and Release agreement pertaining to his resignation from his position as the Company's Executive Vice President, Chief Financial Officer & Treasurer effective January 2, 2023.

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for common stock awards of $826,000, for the six months ended June 30, 2023.

Good To Great Incentive Program

~~Common~~During the six months ended June 30, 2023, we issued 8,444 shares of our common stock ~~issued~~ to certain employees, ~~under this incentive program is as follows (in thousands, except shares):~~

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Shares Fair Value Shares Fair Value Shares Fair Value Shares
Fair Value (1)
— $ — — $ — — $ — 27,448 $ 1,358

~~(1)~~

~~Common stock granted during the nine months ended September 30, 2022 had~~which were valued at $0.3 million at a grant date stock price of $32.69. During the six months ended June 30, 2022, we issued 27,448 shares of our common stock to certain employees, which were valued at $1.4 million at a grant date stock price of $49.48.

~~- 34 -~~

Non-Employee Director and Board Advisor Compensation

Non-Employee Director and Board Advisor common stock activity is as follows (in thousands, except shares):

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value
Board of Directors (1)
3,192 $ 142 2,214 $ 71 12,565 $ 480 7,255 $ 307
Advisor to the Board (1)
112 $ 5 155 $ 5 389 $ 15 374 $ 15


	Three months ended June 30,						Six months ended June 30,
	2022			2023			2022			2023
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Board of Directors(1)	2,372	$	94	1,077	$	35	5,041	$	236	4,595	$	142
Advisor to the Board(1)	126	$	5	153	$	5	219	$	10	316	$	10

(1)

Common stock granted during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022~~2023 had a weighted average price of ~~$44.59~~$39.65 and ~~$32.16,~~$32.47, respectively and ~~$38.20~~$46.83 and ~~$42.20~~$31.01 for ~~the nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022.~~2023, respectively.

On June 21, 2023, the Board elected Chad Fargason to serve as a Class II Director until the 2025 annual meeting of shareholders. Mr. Fargason was appointed to serve as the chairperson of the Corporate Governance Committee and a member of the Audit Committee. Concurrently with his appointment, the Board granted Mr. Fargason 910 shares of our common stock under our Director Compensation Policy, which were valued at approximately $25,000 based on the closing price on the grant date.

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~~$184,000 and ~~$167,000~~$189,000 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively and ~~$656,000~~$385,000 and ~~$552,000~~$355,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2022,~~2023, respectively.

Share Repurchase

On February 23, 2022, our Board authorized an increase in our share repurchase program to permit us to purchase up to an additional $75.0 million under our share repurchase program, in addition to amounts previously authorized and outstanding in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”).

Share repurchase activity is as follows (dollar value in thousands):


		Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022				2022		2023		2022		2023
Number of Shares Repurchased~~(1)~~	Number of Shares Repurchased~~(1)~~	1,203,493		—		1,528,197		695,496			Number of Shares Repurchased~~(1)~~	205,496		—		695,496		—
Average Price Paid Per Share	Average Price Paid Per Share	$	44.24	$	—	$	42.89	$	49.22		Average Price Paid Per Share	$	40.02	$	—	$	49.22	$	—
Dollar Value of Shares Repurchased~~(1)~~	Dollar Value of Shares Repurchased~~(1)~~	$	53,239	$	—	$	65,540	$	34,234		Dollar Value of Shares Repurchased~~(1)~~	$	8,224	$	—	$	34,234	$	—

~~(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.~~

- 28 -

Our shares ~~are~~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. Shares purchased pursuant to the repurchase program are currently held as treasury ~~shares. During the three months ended September~~stock. At June 30, ~~2022, we did not repurchase any shares of our common stock pursuant to our share repurchase program. At September 30, 2022,~~2023, our share repurchase program had $48.9 million authorized for ~~additional~~ repurchases.

Cash Dividend

Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):


2023						2023	Per Share		Dollar Value
March 1st						March 1st	$	0.1125	$	1,661
June 1st						June 1st	$	0.1125	$	1,679

2022	2022	Per Share		Dollar Value		2022	Per Share		Dollar Value
March 1st	March 1st	$	0.1125	$	1,725	March 1st	$	0.1125	$	1,725
June 1st	June 1st	$	0.1125	$	1,730	June 1st	$	0.1125	$	1,730
September 1st		$	0.1125	$	1,653

2021		Per Share		Dollar Value
March 1st		$	0.1000	$	1,799
June 1st		$	0.1000	$	1,808
September 1st		$	0.1000	$	1,783

~~- 35 -~~

~~16.~~15.EARNINGS PER SHARE

The following table sets forth the computation of the basic and diluted earnings per share (in thousands, except per share data):
Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Numerator for basic and diluted earnings per share:
Net income $ 13,046 $ 5,860 $ 19,812 $ 33,361
Less: Earnings allocated to unvested restricted stock (18) (3) (33) (21)
Income attributable to common stockholders $ 13,028 $ 5,857 $ 19,779 $ 33,340
Denominator:
Denominator for basic earnings per common share - weighted average shares outstanding 17,499 14,689 17,809 14,908
Effect of dilutive securities:
Stock options 235 160 277 253
Performance awards 512 688 279 688
Denominator for diluted earnings per common share - weighted average shares outstanding 18,246 15,537 18,365 15,849
Basic earnings per common share: $ 0.74 $ 0.40 $ 1.11 $ 2.22
Diluted earnings per common share: $ 0.71 $ 0.38 $ 1.08 $ 2.09

~~For the three and nine months ended September 30, 2022, there were 363,073 and 294,310 stock~~


	Three months ended June 30,				Six months ended June 30,
	2022		2023		2022		2023
Numerator for basic and diluted earnings per share:
Net income	$	10,899	$	8,286	$	27,301	$	17,130
Less: Earnings allocated to unvested restricted stock	(6)		(79)		(20)		(150)
Income attributable to common stockholders	$	10,893	$	8,207	27,281		16,980

Denominator:
Denominator for basic earnings per common share - weighted average shares outstanding	14,798		14,793		15,020		14,776
Effect of dilutive securities:
Stock options	226		50		325		74

Performance awards	688		611		688		611
Denominator for diluted earnings per common share - weighted average shares outstanding	15,712		15,454		16,033		15,461

Basic earnings per common share:	$	0.74	$	0.55	$	1.82	$	1.14
Diluted earnings per common share:	$	0.69	$	0.53	$	1.70	$	1.10

Stock options ~~respectively,~~ excluded from the computation of diluted earnings per share because the inclusion of such stock ~~option~~options would result in an antidilutive ~~effect. For the three and nine months ended September 30, 2021, no stock options were excluded from the computation of diluted earnings per share.~~effect are as follows:


	Three months ended June 30,		Six months ended June 30,
	2022	2023	2020	2023
Antidilutive stock options	366,038	1,236,490	259,359	1,183,146

Our performance awards are considered to be contingently issuable shares because their issuance is contingent upon the satisfaction of certain performance and service conditions. At ~~September~~June 30, ~~2022,~~2023, 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.

- 29 -

~~17.~~16.SEGMENT REPORTING

Revenue, disaggregated by major source for each of our reportable segments was as follows (in thousands):


Three months ended September 30, 2022
Three months ended June 30, 2023								Three months ended June 30, 2023
		Funeral		Cemetery		Total			Funeral		Cemetery		Total
Services	Services	$	38,477	$	4,515	$	42,992	Services	$	39,799	$	4,723	$	44,522
Merchandise	Merchandise	20,777		3,651		24,428		Merchandise	21,211		4,244		25,455
Cemetery property	Cemetery property	—		13,179		13,179		Cemetery property	—		20,175		20,175
Other revenue	Other revenue	3,526		3,372		6,898		Other revenue	3,495		4,031		7,526
Total	Total	$	62,780	$	24,717	$	87,497	Total	$	64,505	$	33,173	$	97,678


Three months ended June 30, 2022
	Funeral		Cemetery		Total
Services	$	38,140	$	4,410	$	42,550
Merchandise	20,525		3,777		24,302
Cemetery property	—		16,974		16,974
Other revenue	3,273		3,501		6,774
Total	$	61,938	$	28,662	$	90,600


Six months ended June 30, 2023
	Funeral		Cemetery		Total
Services	$	83,401	$	9,328	$	92,729
Merchandise	44,180		8,178		52,358
Cemetery property	—		33,283		33,283
Other revenue	7,009		7,813		14,822
Total	$	134,590	$	58,602	$	193,192


Six months ended June 30, 2022
	Funeral		Cemetery		Total
Services	$	83,656	$	8,631	$	92,287
Merchandise	45,810		6,878		52,688
Cemetery property	—		30,200		30,200
Other revenue	6,827		6,759		13,586
Total	$	136,293	$	52,468	$	188,761

- 3630 -

Three months ended September 30, 2021
Funeral Cemetery Total
Services $ 41,987 $ 4,223 $ 46,210
Merchandise 23,532 3,305 26,837
Cemetery property — 15,206 15,206
Other revenue 3,378 3,410 6,788
Total $ 68,897 $ 26,144 $ 95,041
Nine months ended September 30, 2022
Funeral Cemetery Total
Services $ 122,133 $ 13,146 $ 135,279
Merchandise 66,587 10,529 77,116
Cemetery property — 43,379 43,379
Other revenue 10,353 10,131 20,484
Total $ 199,073 $ 77,185 $ 276,258
Nine months ended September 30, 2021
Funeral Cemetery Total
Services $ 121,734 $ 12,352 $ 134,086
Merchandise 68,363 10,387 78,750
Cemetery property — 46,795 46,795
Other revenue 10,406 9,918 20,324
Total $ 200,503 $ 79,452 $ 279,955

The following table presents operating income (loss), income (loss) before income taxes and total assets (in thousands):

Funeral Cemetery Corporate Consolidated
Operating income (loss):
Three months ended September 30, 2022 $ 17,584 $ 8,023 $ (10,385) $ 15,222
Three months ended September 30, 2021 22,924 9,471 (9,130) 23,265
Nine months ended September 30, 2022 $ 61,531 $ 26,662 $ (28,095) $ 60,098
Nine months ended September 30, 2021 65,404 30,462 (25,431) 70,435
Income (loss) before income taxes:
Three months ended September 30, 2022 $ 17,605 $ 7,985 $ (16,951) $ 8,639
Three months ended September 30, 2021 22,777 9,508 (14,117) 18,168
Nine months ended September 30, 2022 $ 64,577 $ 26,671 $ (46,005) $ 45,243
Nine months ended September 30, 2021 64,951 30,537 (69,105) 26,383
Total assets:
September 30, 2022 $ 759,431 $ 371,441 $ 16,515 $ 1,147,387
December 31, 2021 769,539 390,344 18,748 1,178,631

~~- 37 -~~


	Funeral		Cemetery		Corporate		Consolidated



Operating income (loss):
Three months ended June 30, 2023	$	17,898	$	13,039	$	(10,199)	$	20,738
Three months ended June 30, 2022	18,485		10,421		(9,181)		19,725

Six months ended June 30, 2023	$	40,091	$	21,651	$	(20,370)	$	41,372
Six months ended June 30, 2022	43,947		18,639		(17,710)		44,876

Income (loss) before income taxes:
Three months ended June 30, 2023	$	18,112	$	13,183	$	(19,593)	$	11,702
Three months ended June 30, 2022	19,765		10,427		(15,072)		15,120

Six months ended June 30, 2023	$	40,446	$	21,854	$	(38,252)	$	24,048
Six months ended June 30, 2022	46,973		18,686		(29,055)		36,604

Total assets:
June 30, 2023	$	796,043	$	429,272	$	16,771	$	1,242,086
December 31, 2022	779,500		396,389		17,061		1,192,950

~~18.~~17.SUPPLEMENTARY DATA

Balance Sheet

The following table presents the detail of certain balance sheet accounts (in thousands):


		December 31, 2021		September 30, 2022			December 31, 2022		June 30, 2023
Prepaid and other current assets:	Prepaid and other current assets:					Prepaid and other current assets:
Prepaid expenses	Prepaid expenses	$	2,215	$	3,348	Prepaid expenses	$	4,077	$	2,803

Federal income taxes receivable	Federal income taxes receivable	4,064		—		Federal income taxes receivable	507		678
State income taxes receivable		—		617

Other current assets	Other current assets	125		166		Other current assets	149		129
Total prepaid and other current assets	Total prepaid and other current assets	$	6,404	$	4,131	Total prepaid and other current assets	$	4,733	$	3,610

Current portion of debt and lease obligations:	Current portion of debt and lease obligations:					Current portion of debt and lease obligations:
Acquisition debt	Acquisition debt	$	521	$	614	Acquisition debt	$	555	$	578
Finance lease obligations	Finance lease obligations	375		416		Finance lease obligations	414		409
Operating lease obligations	Operating lease obligations	1,913		2,074		Operating lease obligations	2,203		2,581
Total current portion of debt and lease obligations	Total current portion of debt and lease obligations	$	2,809	$	3,104	Total current portion of debt and lease obligations	$	3,172	$	3,568

Accrued and other liabilities:	Accrued and other liabilities:					Accrued and other liabilities:
Incentive compensation	Incentive compensation	$	19,121	$	8,801	Incentive compensation	$	12,140	$	8,337
Insurance	Insurance	4,089		3,882		Insurance	3,051		4,134
Unrecognized tax benefit	Unrecognized tax benefit	3,761		3,272		Unrecognized tax benefit	3,294		3,338
Vacation	Vacation	3,334		3,339		Vacation	3,430		3,714
Natural disaster liability		2,628		43

Interest	Interest	2,250		6,473		Interest	2,329		2,462
Salaries and wages	Salaries and wages	2,193		3,909		Salaries and wages	2,263		2,310
Employer payroll tax deferral		1,773		1,773

Employee meetings and award trips	Employee meetings and award trips	1,462		868		Employee meetings and award trips	746		552
Commissions	Commissions	684		798		Commissions	743		974
Income tax payable	Income tax payable	485		864		Income tax payable	459		168
Ad valorem and franchise taxes	Ad valorem and franchise taxes	450		2,196		Ad valorem and franchise taxes	455		1,634
Perpetual care trust payable	Perpetual care trust payable	389		97		Perpetual care trust payable	222		400
Other accrued liabilities	Other accrued liabilities	1,154		808		Other accrued liabilities	1,489		1,541
Total accrued and other liabilities	Total accrued and other liabilities	$	43,773	$	37,123	Total accrued and other liabilities	$	30,621	$	29,564

Other long-term liabilities:	Other long-term liabilities:					Other long-term liabilities:
Incentive compensation	Incentive compensation	$	1,291	$	2,038	Incentive compensation	$	2,541	$	1,042

Other long-term liabilities	Other long-term liabilities	128		662		Other long-term liabilities	524		257
Total other long-term liabilities	Total other long-term liabilities	$	1,419	$	2,700	Total other long-term liabilities	$	3,065	$	1,299

- 31 -

Cash Flow

The following information is supplemental disclosure for the Consolidated Statements of Cash Flows (in thousands):

Nine months ended September 30,
2021 2022
Cash paid for interest $ 14,817 $ 12,981
Cash paid for taxes 9,974 7,046
Unsettled share repurchases 3,801 —
Fair value of donated real property 635 —

~~19. SUBSEQUENT EVENTS~~

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. The consideration for this acquisition was funded through a combination of cash on hand and borrowings under our Credit Facility.

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,


	Six months ended June 30,
	2022		2023
Cash paid for interest	$	10,901	$	17,056
Cash paid for taxes	4,495		7,329

- 3832 -

~~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

In addition to historical information, this Quarterly Report on Form 10-Q contains certain statements and information that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical information, should be deemed to be forward-looking statements. ~~The words ��may”~~Words such as “may”, “will”, “estimate”, “intend”, “believe”, “expect”, “seek”, “project”, “forecast”, “foresee”, “should”, “would”, “could”, “plan”, “anticipate” and other similar words or expressions ~~are intended~~may be used to identify forward-looking statements; however, the absence of these words does not mean that the statements ~~which~~ are ~~generally~~ not ~~historical in nature.~~forward-looking. These forward-looking statements include, but are not limited to, statements regarding any projections of earnings, revenue, cash flow, investment returns, capital allocation, debt levels, ~~capital allocation,~~equity performance, death rates, market share growth, overhead, including talent recruitment, field and corporate incentive compensation, or other financial items; any statements of the plans, strategies and objectives of management for future ~~operations;~~operations or financing activities, including, but not limited to, ~~technology innovations, product development~~capital allocation, the ability to obtain credit or financing, organizational performance, anticipated integration, performance and ~~organizational performance;~~other benefits of recently completed and anticipated acquisitions, and cost and debt reductions; any statements of the plans, timing and objectives of management for acquisition ~~activities; 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;~~divestiture activities; any statements regarding future economic and market conditions or performance; any statements regarding the timing of the strategic alternatives review; the outcome of the strategic alternatives review, including whether any transaction occurs, at all; any statements of belief; and any statements of assumptions underlying any of the foregoing and are based on our current expectations and beliefs concerning future developments and their potential effect on us. While ~~management believes that~~we believe these ~~forward-looking statements~~assumptions concerning future events are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenue and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited ~~to, those summarized below:~~to:

•our ability to find and retain skilled personnel;

•the effects of our talent recruitment efforts, incentive and compensation plans and programs, including such effects on our Standards Operating Model and the Company’s operational and financial performance;

•our ability to execute our growth ~~strategy;~~strategy, if at all;

•our ability to execute and meet the objectives of our High Performance and Credit Profile Restoration Plan, if at all;

•the execution of our Standards Operating, 4E Leadership and ~~Standard~~Strategic Acquisition Models;

•the effects of competition;

•changes in the number of deaths in our markets;

•changes in consumer preferences and our ability to adapt to or meet those changes;

•our ability to generate preneed sales, including implementing our cemetery portfolio sales strategy, product development and optimization plans;

•the investment performance of our funeral and cemetery trust funds;

•fluctuations in interest rates;

•the effects of inflation toon our ~~business~~operational and financial ~~condition and~~ performance, including the increased overall costs tofor 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;

•our ability to meet the timing, objectives and expectations related to our capital allocation framework, including our forecasted rates of return, planned uses of free cash flow and future capital allocation, including share repurchases, potential strategic acquisitions, internal growth projects, dividend increases, or debt repayment plans;

•our ability to meet the projected financial and equity performance ~~metrics~~goals to our ~~rolling four quarter~~updated full year outlook, if at all;

•the timely and full payment of death benefits related to preneed funeral contracts funded through life insurance contracts;

•the financial condition of third-party insurance companies that fund our preneed funeral contracts;

•increased or unanticipated costs, such as merchandise, goods, insurance or taxes, and our ability to mitigate or minimize such costs, if at all;

•our level of indebtedness and the cash required to service our indebtedness;

•changes in federal income tax laws and regulations and the implementation and interpretation of these laws and regulations by the Internal Revenue Service;

- 33 -

•effects of the application of other applicable laws and regulations, including changes in such regulations or the interpretation thereof;

•the potential impact of epidemics and pandemics, ~~including~~such as the COVID-19 coronavirus, including any new ~~variants of COVID-19, such as the Delta and Omicron variants,~~or emerging public health threats, on customer preferences and on our business;

~~- 39 -~~

•government, social, business and other actions that have been and will be taken in response to pandemics and epidemics, such as the COVID-19 coronavirus, including potential responses to any new ~~variants of COVID-19, its variants and any sub-variants;~~or emerging public health threats;

•effects and expense of litigation;

•consolidation of the funeral and cemetery industry;

•our ability to identify and consummate strategic acquisitions, if at all, and successfully integrate acquired businesses with our existing businesses, including expected performance and financial improvements related thereto;

•potential adverse impacts resulting from our recent announcement regarding our board of directors’ review of potential strategic alternatives for the Company;

•economic, financial and stock market ~~fluctuations,~~fluctuations;

•interruptions or security lapses of our information technology, including any cybersecurity or ransomware incidents,

•adverse developments affecting the financial services industry;

•acts of war or terrorists acts and the governmental or military response to such acts;

•our failure to maintain effective control over financial reporting; and

•other factors and uncertainties inherent in the funeral and cemetery industry.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see (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, ~~2021.~~2022.

Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

- 4034 -

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.~~merchandise in the United States. We operate in two business segments: Funeral Home ~~Operations,~~operations, which currently ~~account~~accounts for approximately 70% of our total revenue, and Cemetery ~~Operations,~~operations, which currently ~~account~~accounts for approximately 30% of our total revenue.

At ~~September~~June 30, ~~2022,~~2023, we operated ~~169~~172 funeral homes in 26 states and 3132 cemeteries in 11 states. We compete with other publicly held, privately held and independent operators of funeral and cemetery companies. ~~We believe we are a market leader in most of our markets.~~

Funeral home and cemetery businesses provide products and services to families in three principal areas: (i) ceremony and tribute, generally in the form of a funeral or memorial service; (ii) disposition of remains, either through burial or cremation; and (iii) memorialization, generally through monuments, markers or inscriptions. 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 memorial services and transportation services. Most of our funeral homes have a non-denominational chapel on the premises, which permits family visitation and services to take place at one location and thereby reduces transportation costs and inconvenience to the family.

Our cemeteries provide interment rights (primarily grave sites, lawn crypts, mausoleum spaces and niches), related cemetery merchandise (such as memorial markers, outer burial containers ~~memorial markers~~ and ~~floral placements)~~monuments) and services (interments, inurnments and installation of cemetery merchandise).

We provide funeral and cemetery services and products on both an “atneed” (time of death) and “preneed” (planned prior to death) basis.

Recent Developments

~~Executive Leadership Changes~~Board of Directors - Resignation; Election; and Review of Potential Strategic Alternatives

On ~~September 27, 2022, C. Benjamin Brink informed the Company~~June 15, 2023, Dr. Achille Messac, a member of our Board of Directors (the “Board”), provided notice of his ~~plans to resign~~resignation from ~~his position as Executive Vice President, Chief Financial Officer and Treasurer~~the Board, effective ~~January 2, 2023. Mr. Brink will remain in his role through January 2, 2023 and will serve as a consultant for the Company for six months thereafter. The planned~~on that date. Dr. Messac’s resignation was not ~~the~~a result of any disagreement ~~Mr. Brink had~~ with the Company on any matter related to ~~the Company's~~its operations, policies ~~and practices, including any matters concerning the Company's controls~~ or ~~any financial or accounting-related matters or disclosures.~~

~~Acquisitions~~

~~During the nine months ended September 30, 2022, we acquired a business consisting of two funeral homes for $6.3 million in cash.~~

~~Divestitures~~

~~During the nine months ended September 30, 2022, we sold real property for $3.3 million and two funeral homes for $0.9 million for a net gain of $0.7 million.~~

~~Business Impacts of COVID-19~~practices.

On ~~March 11, 2020, COVID-19 was deemed~~June 21, 2023, the Board elected Chad Fargason to serve as a ~~global pandemic and since then, the Company has continued to proactively monitor and assess the pandemic’s current and potential impact to~~Class II Director until the Company’s ~~operations. Since that time,~~2025 annual meeting of shareholders. Mr. Fargason was appointed to serve on the ~~Company’s senior leadership team has taken steps to assist our businesses throughout each phase~~Audit Committee, along with being appointed Chairman of the ~~COVID-19 pandemic,~~Corporate Governance Committee.

On June 29, 2023, the Board announced it had initiated a process to explore potential strategic alternatives, possibly including ~~updating our processes and procedures~~a sale, merger or other potential strategic or financial transaction, to ~~comply with all regulatory mandates, along with keeping~~maximize shareholder value.

Leadership Changes

On June 21, 2023, the ~~health and safety of our employees and the families we~~Board appointed Carlos R. Quezada, to serve ~~our top priority. While we believe the country has begun to transition to a post-pandemic phase, we continue to monitor the situation and may make appropriate adjustments to our operations~~ as ~~necessary.~~

The overall macroeconomic impact from the pandemic to the deathcare industry may provide varying results as compared to other industries. Our industry’s revenues are impacted by various factors, including for example, fluctuations in the death rate, the number of funeral services performed, the average price for a service and the mix of traditional burial versus cremation contracts. During the third quarter of 2022, we continued to see the death rate normalize to pre-COVID-19 levels, which

~~- 41 -~~

~~accelerated during the latter part of the third quarter. Regardless of these recent trends, our businesses have remained focused~~Chief Executive Officer (“CEO”), effective on ~~being innovative and resourceful, providing families immediate service~~that date, as part of a planned succession of Melvin C. Payne, founder and former CEO. Concurrently with the ~~grieving process.~~

~~Within our financial reporting environment, we have considered~~appointment of Mr. Quezada as CEO, Mr. Payne stepped down as CEO and the ~~impact of COVID-19 on the assumptions and estimates used in preparing our consolidated financial statements. In the opinion of management, all material adjustments necessary for a fair presentation~~Board approved his appointment as Executive Chairman of the ~~Company’s financial results~~Board, effective on that date.

On June 21, 2023, the Board appointed Steven D. Metzger, to serve as President, along with remaining in his role as Secretary, effective on that date.

Strategic Partnership Agreement

On May 16, 2023, we received a $6.0 million incentive payment from a vendor for ~~the quarter have been made but are complicated by the continued uncertainty surrounding the normalization of the death rate~~entering into a strategic partnership agreement to market and the scope, severity and duration of the COVID-19 pandemic and its ultimate impact. This includes the potential impacts of new variants of COVID-19, its sub-variants and any other new variants, and any resulting impacts from such variants. We do not believe we are particularly vulnerable to concentrations, with respect to geographic area, revenue for specific products or our relationships with our vendors. To date, we have not experienced any material supply chain impacts or disruptions from our vendors attributable to COVID-19 and we continue to receive reliable service.

~~We believe our access to capital, the cost of our capital, or the sources and uses of our cash should be relatively consistent~~sell prearranged funeral services in the near term. While the expected duration and potential future impacts of the pandemic are unknown, we have not currently experienced any material negative impacts to our liquidity position, access to capital, or cash flows as a result of COVID-19. See “Liquidity and Capital Resources” below for additional information related to our liquidity position.

During the third quarter of 2022, we continued to see a decrease in COVID-19-related deaths and an accelerated normalization of the death rate to pre-COVID-19 levels. The normalization of the death rate to pre-COVID-19 levels during the third quarter of 2022 resulted in lower volumes, revenues, earnings and margins when compared to the third quarter of 2021, but overall financial performance remains at or above prior reporting periods during and prior to the COVID-19 pandemic. Although we expect these trends to continue, we will continue to assess these impacts, including the potential impacts of new variants of COVID-19, its sub-variants and any other new variants, and implement appropriate procedures, plans, strategy, and issue any disclosures that may be required, as the situation surrounding the pandemic and related regulatory mandates and restrictions, if any, evolves.future.

Inflationary and Macroeconomic Trends

~~Beginning in~~During the second quarter of ~~2022,~~2023, we ~~began~~continued to experience modest cost increases and surcharges from our vendors and suppliers on merchandise and goods due to increases in the cost of raw materials, as well as broader inflationary, ~~raw material cost increases,~~ and global supply chain ~~impacts. This trend in modest cost increases continued during the third quarter of 2022,~~impacts, along with ~~the Company experiencing, for~~rising interest rates. For example, we experienced higher costs related to full-time hourly base rates, utilities, funeral supplies, merchandise costs, insurance, and ~~insurance.~~ increased borrowing costs under our Credit Facility.

- 35 -

Although we have taken steps to mitigate these cost increases and we expect these impacts to continue ~~through~~throughout the ~~end of the~~current year, the ultimate scope and duration of these impacts are unknown at this time. More broadly, the U.S. economy continues to experience higher rates of inflation, which has impacted a wide variety of industries and sectors, with consumers facing rising prices. Such inflation may negatively impact consumers or discretionary spending, including the amount that consumers are able to spend on our services, although we have not experienced such impacts to date and our industry has been largely resilient to similar adverse economic and market environments in the past. Although we expect these trends to continue ~~through~~throughout the ~~end of the~~current year, we will continue to assess these impacts and take the appropriate steps, if necessary, to mitigate these cost increases, if possible.

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~~memorial 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~~(primarily grave sites, lawn crypts, mausoleum spaces and ~~mausoleum spaces)~~niches) and related cemetery merchandise ~~such~~(such as memorial markers, ~~and~~ outer burial containers and monuments) and services (interments, inurnments and installation of cemetery merchandise) 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.

~~- 42 -~~

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 industry talent to our organization. We also believe that Carriage provides a unique consolidation and operating framework that offers a highly attractive succession planning solution for independent funeral home owners who want their legacy family business to remain operationally prosperous in their local communities.

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; and

•Growth of the Company is driven by decentralization and partnership.

Our five Guiding Principles collectively embody our Being The Best high-performance culture and operating framework. Our operations and business strategy are built upon the execution of the following three models:

•Standards Operating Model;

•4E Leadership Model; and

•Strategic Acquisition Model.

- 36 -

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 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 Jack Welch during his tenure at General Electric, and is based upon 4E Leadership 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 our 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.~~businesses in growing markets.

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~~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 ~~financial~~ 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.

~~- 43 -~~

Our belief in our Mission Statement and Guiding Principles and proper execution of the three models that define our strategy have given us a competitive advantage in every market where 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.

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 (defined below).

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 and anticipated future cash flows, we do not anticipate any significant liquidity constraints in the foreseeable future. We have the ability to draw on our Credit Facility, subject to its customary terms and conditions. ~~At September 30, 2022, we had $78.7 million of availability under the Credit Facility.~~ However, if our capital expenditures or acquisition plans change, we may need to access the capital markets or seek further borrowing capacity from our lenders to obtain additional funding and we may not be able to obtain such funding on terms and conditions that are acceptable to us. 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 Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Our plan is to ~~use~~remain focused on integrating our recently acquired businesses and prioritizing our capital allocation for debt repayments, the payment of dividends and debt obligations and internal growth capital expenditures, which we expect to fund using cash on hand and borrowings under our Credit Facility, ~~primarily for~~along with general corporate purposes, payment of dividends and debt obligations, strategic acquisitions, internal growth capital expenditures, and further debt repayments. From time to time we may also use available cash resources (including borrowingsas allowed under our

- 37 -

Credit Facility) to repurchase shares of our common stock, subject to satisfying certain financial covenants in our Credit Facility and in the Indenture (defined below) governing our Senior Notes (defined below).Facility. We believe that our existing and anticipated cash resources, including, as needed, additional borrowings or other financings that we may be able to obtain, will be sufficient to meet our anticipated working capital requirements, capital expenditures, scheduled debt payments, commitments and dividends for the next 12 months, as well as our long-term financial obligations.

Cash Flows

We began ~~2022~~2023 with ~~$1.1~~$1.2 million in cash and ended the ~~third~~second quarter with ~~$0.8~~$1.0 million in cash. At ~~September~~June 30, ~~2022,~~2023, we had borrowings of ~~$169.0~~$204.0 million outstanding on our Credit Facility compared to ~~$155.4~~$190.7 million at December 31, ~~2021.~~

~~- 44 -~~

2022.

The following table sets forth the elements of cash flow (in thousands):

Nine months ended September 30,
2021 2022
Cash at beginning of the year $ 889 $ 1,148
Net cash provided by operating activities 69,699 50,046
Acquisitions of businesses and real estate (3,285) (8,876)
Proceeds from divestitures and sale of other assets 4,375 4,313
Proceeds from insurance reimbursements 2,946 2,209
Capital expenditures (15,252) (20,346)
Net cash used in investing activities (11,216) (22,700)
Net borrowings on our Credit Facility, acquisition debt and finance lease obligations 39,042 13,286
Payment to redeem the 6.625% senior notes due 2026 (400,000) —
Payment of call premium for the redemption of the 6.625% senior notes due 2026 (19,876) —
Payment of debt issuance costs for the Credit Facility and the Senior Notes (2,054) (339)
Proceeds from the issuance of the Senior Notes 395,500 —
Conversions and maturity of the Convertibles Notes (3,980) —
Net proceeds related to employee equity plans 674 1,151
Dividends paid on common stock (5,390) (5,108)
Purchase of treasury stock (61,739) (36,663)
Other financing costs (461) —
Net cash used in financing activities (58,284) (27,673)
Cash at end of the period $ 1,088 $ 821


	Six months ended June 30,
	2022		2023
Cash at beginning of the year	$	1,148	$	1,170

Net cash provided by operating activities	30,177		39,187

Acquisitions of businesses and real property	(2,601)		(44,000)

Proceeds from divestitures and sale of other assets	3,720		1,973
Proceeds from insurance claims	2,167		1,092
Capital expenditures	(13,468)		(8,960)
Net cash used in investing activities	(10,182)		(49,895)

Net borrowings on our Credit Facility, acquisition debt and finance lease obligations	19,598		13,044

Payment of debt issuance for the Credit Facility and Senior Notes	(339)		—


Net proceeds from employee equity plans	774		804
Dividends paid on common stock	(3,455)		(3,340)
Purchase of treasury stock	(36,663)		—

Net cash provided by (used in) financing activities	(20,085)		10,508

Cash at end of the period	$	1,058	$	970

Operating Activities

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, cash provided by operating activities was ~~$50.0~~$39.2 million compared to ~~$69.7~~$30.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase of ~~$19.7~~$9.0 million is primarily due to an $8.6 million withdrawal of realized capital gains and earnings from our preneed funeral and cemetery trust investments and receiving a $6.0 million incentive payment from a vendor for entering into a strategic partnership agreement to market and sell prearranged funeral services in the future, offset by unfavorable working capital changes in accrued liabilities ~~which were partially offset by favorable changes in income tax receivables.~~and accounts payable.

Investing Activities

Our investing activities, resulted in a net cash outflow of ~~$22.7~~$49.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$11.2~~$10.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021, a decrease~~2022, an increase of ~~$11.5~~$39.7 million.

Acquisition and Divestiture Activity

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we acquired a business consisting of ~~two~~three funeral homes, two cemeteries and one cremation focused business for ~~$6.3~~$44.0 million. In addition, we sold one funeral home and two cemeteries for $0.8 million ~~in cash~~ and ~~we purchased~~ real property for ~~$2.6~~$1.2 million.

~~During the nine months ended September 30, 2022, we sold real property for $3.3 million and two funeral homes for $0.9 million.~~

~~During the nine months ended September 30, 2021, we sold three funeral homes for $3.5 million, sold real property for $0.7 million and purchased real property for $3.3 million.~~ We also received proceeds of ~~$2.8~~$1.1 million from our property insurance policy for the reimbursement of renovation costs for certain of our funeral ~~and cemetery~~ businesses ~~that were~~ damaged by Hurricane ~~Ida.~~Ian that occurred during the third quarter of 2022 and a fire that occurred during the first quarter of 2023.

During the six months ended June 30, 2022, we sold real property for $2.9 million and we sold two funeral homes for an aggregate of $0.9 million and purchased real property for $2.6 million.

Capital Expenditures

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, capital expenditures (comprised of growth and maintenance spend) totaled ~~$20.3~~$9.0 million compared to ~~$15.3~~$13.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021, an increase~~2022, a decrease of ~~$5.0~~$4.5 million.

- 4538 -

The following tables present our growth and maintenance capital expenditures (in thousands):


		Nine months ended September 30,					Six months ended June 30,
		2021		2022			2022		2023
Growth	Growth					Growth
Cemetery development	Cemetery development	$	4,120	$	5,215	Cemetery development	$	3,673	$	3,505

Renovations at certain businesses(1)	Renovations at certain businesses(1)	2,030		4,974		Renovations at certain businesses(1)	3,620		1,623

Other	Other	142		447		Other	193		109
Total Growth	Total Growth	$	6,292	$	10,636	Total Growth	$	7,486	$	5,237

(1)

During the ~~nine~~six months ended ~~September~~June 30, 2023, we spent $0.5 million for renovations on two businesses that were affected by Hurricane Ian, which occurred during the third quarter of 2022 and $0.3 million for renovations on one business that was damaged by a fire, which occurred during the first quarter of 2023, all of which was reimbursed by our property insurance. During the six months ended June 30, 2022, we spent ~~$2.4~~$2.1 million for renovations on two businesses that were affected by Hurricane Ida, which occurred during the third quarter of 2021, all of which was reimbursed by our property insurance.


		Nine months ended September 30,					Six months ended June 30,
		2021		2022			2022		2023
Maintenance	Maintenance					Maintenance
General equipment and furniture						General equipment and furniture	$	2,347	$	2,260
Facility repairs and improvements	Facility repairs and improvements	$	2,172	$	3,131	Facility repairs and improvements	1,599		249
Vehicles	Vehicles	1,481		1,770		Vehicles	1,129		443
General equipment and furniture		4,167		3,744
Paving roads and parking lots	Paving roads and parking lots	1,140		1,065		Paving roads and parking lots	485		330

Other						Other	422		441
Total Maintenance	Total Maintenance	$	8,960	$	9,710	Total Maintenance	$	5,982	$	3,723

Financing Activities

Our financing activities resulted in a net cash ~~outflow~~inflow of ~~$27.7~~$10.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$58.3~~a net cash outflow of $20.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021, a decrease~~2022, an increase of $30.6 million.

During the ~~nine~~six months ended ~~September~~June 30, 2023, we had net borrowings on our Credit Facility, acquisition debt and finance leases of $13.0 million, offset by $3.3 million in dividends.

During the six months ended June 30, 2022, we had net borrowings on our Credit Facility, acquisition debt and finance leases of ~~$13.3~~$19.6 million, offset by $36.7 million for the purchase of treasury stock and ~~$5.1~~$3.5 million in dividends.

~~During the nine months ended September 30, 2021, we had net borrowings on our~~ ~~Credit Facility, acquisition debt and finance leases of $39.0 million, offset by the following payments: i)~~ $19.9 million for the call premium to redeem our 6.625% senior notes due 2026; ii) $61.7 million for the purchase of treasury stock; iii) $6.6 million for debt issuance and transactions costs related to our Senior Notes and Credit Facility; iv) ~~$4.0 million for the conversions and maturity of our 2.75% convertible subordinated notes due 2021 (the~~ “~~Convertible Notes~~”)~~; and v)~~ ~~$5.4 million in dividends.~~

Share Repurchase

On February 23, 2022, our Board of Directors (the “Board”) authorized an increase in our share repurchase program to permit us to purchase up to an additional $75.0 million under our share repurchase program, in addition to amounts previously authorized and outstanding in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”).

Share repurchase activity is as follows (dollar value in thousands):

Nine months ended September 30,
2021 2022
Number of Shares Repurchased(1)
1,528,197 695,496
Average Price Paid Per Share $ 42.89 $ 49.22
Dollar Value of Shares Repurchased(1)
$ 65,540 $ 34,234

~~(1)~~

~~During the nine months ended September 30, 2021, 84,000 shares settled in October 2021, which had a cost of $3.8 million.~~


	Three months ended June 30,				Six months ended June 30,
	2022		2023		2022		2023
Number of Shares Repurchased	205,496		—		695,496		—
Average Price Paid Per Share	$	40.02	$	—	$	49.22	$	—
Dollar Value of Shares Repurchased	$	8,224	$	—	$	34,234	$	—

- 4639 -

Cash ~~Dividends~~Dividend

Our Board declared the following dividends payable on the dates below (in thousands, except per share amounts):


2023						2023	Per Share		Dollar Value
March 1st						March 1st	$	0.1125	$	1,661
June 1st						June 1st	$	0.1125	$	1,679

2022	2022	Per Share		Dollar Value		2022	Per Share		Dollar Value
March 1st	March 1st	$	0.1125	$	1,725	March 1st	$	0.1125	$	1,725
June 1st	June 1st	$	0.1125	$	1,730	June 1st	$	0.1125	$	1,730
September 1st		$	0.1125	$	1,653

2021		Per Share		Dollar Value
March 1st		$	0.1000	$	1,799
June 1st		$	0.1000	$	1,808
September 1st		$	0.1000	$	1,783

Credit Facility, Lease Obligations and Acquisition Debt

The outstanding principal of our Credit Facility, lease obligations and acquisition debt at ~~September~~June 30, ~~2022~~2023 is as follows (in thousands):


	~~September~~June 30, ~~2022~~2023
Credit Facility	$	~~169,000~~204,000
Finance leases	~~5,258~~4,946
Operating leases	~~19,712~~19,441
Acquisition debt	~~4,460~~3,948
Total	$	~~198,430~~232,335

Credit Facility

~~On May 27 2022, we entered into a second amendment and commitment increase~~At June 30, 2023, our senior secured revolving credit facility (the “Credit ~~Facility Amendment”) to the first amended and restated credit agreement dated May 13, 2021 (as amended, including 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; (ii) modifications to the definitions of “Applicable Rate” and “Applicable Fee Rate” to change the applicable rates and pricing levels set forth in each pricing grid; (iii) the establishment of the BSBY as a benchmark rate and the removal of LIBOR from the Credit Facility; (iv) an increase in the maximum Total Leverage Ratio (as defined in the Credit Facility) to 5.25 to 1.00; and (v) modifications to the restricted payments covenant to allow us to make additional stock repurchases, subject to the satisfaction of certain conditions therein. 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.

~~At September 30, 2022, our Credit Facility~~ was comprised of: (i) a $250.0 million revolving credit facility, including a $15.0 million ~~million~~ subfacility for letters of credit and a $10.0 ~~million~~ 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 aggregate in the form of increased revolving commitments or incremental term loans. The final maturity of the Credit Facility will occur on May 13, 2026.

Our obligations under the Credit Facility are unconditionally guaranteed on a joint and several basis by the same subsidiaries which guarantee the Senior Notes ~~(defined below)~~(as defined in Note 12) and certain of our subsequently acquired or organized domestic subsidiaries (collectively, the “Subsidiary Guarantors”). The Credit Facility allows for future increases in the facility size in the form of increased revolving commitments or new incremental term loans by an additional amount of up to $75.0 million in the aggregate.

~~- 47 -~~

We were in compliance with all of the covenants contained in our Credit Facility as of ~~September~~June 30, ~~2022.~~2023.

- 40 -

The interest expense and amortization of debt issuance costs related to our Credit Facility are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Credit Facility interest expense	Credit Facility interest expense	$	383	$	1,971	$	1,200	$	4,132	Credit Facility interest expense	$	1,314	$	4,668	$	2,161	$	8,479
Credit Facility amortization of debt issuance costs	Credit Facility amortization of debt issuance costs	80		109		297		293		Credit Facility amortization of debt issuance costs	96		138		184		276

The interest payments on our remaining borrowings under the Credit Facility will be determined based on the average outstanding balance of our borrowings and the prevailing interest rate during that time.

Lease Obligations

Our lease obligations consist of operating and finance leases. We lease certain office facilities, certain funeral homes, equipment and ~~equipment~~vehicles under operating leases with original terms ranging from one to twenty years. Many leases include one or more options to renew, some of which include options to extend the leases for up to forty years. We lease certain funeral homes under finance leases with original terms ranging from ten to forty years. At ~~September~~June 30, ~~2022,~~2023, operating and finance lease obligations were ~~$35.8~~$35.3 million, with ~~$4.5~~$5.0 million payable within 12 months.

The components of lease cost ~~related to our operating leases and short-term leases and depreciation expense and interest expense related to our finance leases~~ are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Operating lease cost	Operating lease cost	$	947	$	863	$	2,871	$	2,564	Operating lease cost	$	853	$	917	$	1,701	$	1,792
Short-term lease cost	Short-term lease cost	39		82		145		260		Short-term lease cost	76		92		178		186
Variable lease cost	Variable lease cost	43		37		100		60		Variable lease cost	16		56		23		114

Finance lease cost:	Finance lease cost:									Finance lease cost:
Depreciation of leased assets	Depreciation of leased assets	$	111	$	111	$	328	$	328	Depreciation of leased assets	$	109	$	109	$	217	$	217
Interest on lease liabilities	Interest on lease liabilities	117		110		356		335		Interest on lease liabilities	112		103		225		208
Total finance lease cost	Total finance lease cost	228		221		684		663		Total finance lease cost	221		212		442		425
Total lease cost	Total lease cost	$	1,257	$	1,203	$	3,800	$	3,547	Total lease cost	$	1,166	$	1,277	$	2,344	$	2,517

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 nine to twenty years. At ~~September~~June 30, ~~2022,~~2023, acquisition debt obligations were ~~$6.3~~$5.5 million, with $0.8 million payable within 12 months.

~~- 48 -~~

Original maturities range from nine to twenty years.

The imputed interest expense related to our acquisition debt is as follows (in thousands):

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Acquisition debt imputed interest expense $ 90 $ 78 $ 280 $ 237


	Three months ended June 30,				Six months ended June 30,
	2022		2023		2022		2023
Acquisition debt imputed interest expense	$	79	$	71	$	159	$	142

Senior Notes

At ~~September~~June 30, ~~2022,~~2023, the principal amount of our 4.25% senior notes due in May 2029 (the “Senior Notes”) was $400.0 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. The Senior Notes are unsecured, senior obligations and are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by each of the Subsidiary Guarantors. The Senior Notes mature on May 15, 2029, unless earlier redeemed or purchased and bear interest at 4.25% per year, which is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021.

- 41 -

unamortized debt issuance costs for the Senior Notes for both the three and six months ended June 30, 2022 and 2023 was 4.42% and 4.30%, respectively.

At ~~September~~June 30, ~~2022,~~2023, the fair value of the Senior Notes, which are Level 2 measurements, was ~~$317.2~~$343.1 million.

The interest expense and amortization of debt discount ~~debt premium~~ and debt issuance costs related to our Senior Notes are as follows (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Senior Notes interest expense	Senior Notes interest expense	$	4,250	$	4,250	$	17,517	$	12,730	Senior Notes interest expense	$	4,230	$	4,250	$	8,480	$	8,500
Senior Notes amortization of debt discount	Senior Notes amortization of debt discount	118		125		384		368		Senior Notes amortization of debt discount	122		128		243		255
Senior Notes amortization of debt premium		—		—		85		—
Senior Notes amortization of debt issuance costs	Senior Notes amortization of debt issuance costs	34		35		161		104		Senior Notes amortization of debt issuance costs	35		37		69		73

At ~~September~~June 30, ~~2022,~~2023, our future interest payments on our outstanding balance were ~~$112.5~~$99.9 million, with $17.0 million payable within 12 months.

~~- 49 -~~

FINANCIAL HIGHLIGHTS

Below are our financial highlights (in thousands except for volumes and averages):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Revenue	Revenue	$	95,041	$	87,497	$	279,955	$	276,258	Revenue	$	90,600	$	97,678	$	188,761	$	193,192
Funeral contracts	Funeral contracts	12,566		11,109		36,704		35,630		Funeral contracts	11,006		11,431		24,521		23,846
Average revenue per funeral contract	Average revenue per funeral contract	$	5,358	$	5,516	$	5,336	$	5,463	Average revenue per funeral contract	$	5,493	$	5,492	$	5,439	$	5,510
Preneed interment rights (property) sold	Preneed interment rights (property) sold	2,841		2,455		8,775		8,344		Preneed interment rights (property) sold	3,511		3,391		5,889		5,895
Average price per preneed interment right sold	Average price per preneed interment right sold	$	4,763	$	4,569	$	4,635	$	4,449	Average price per preneed interment right sold	$	4,337	$	5,237	$	4,398	$	4,922
Gross profit	Gross profit	$	33,164	$	25,598	$	97,152	$	87,788	Gross profit	$	27,712	$	31,202	$	62,190	$	62,257
Net income	Net income	$	13,046	$	5,860	$	19,812	$	33,161	Net income	$	10,899	$	8,286	$	27,301	$	17,130

Revenue for the three months ended ~~September~~June 30, ~~2022 decreased $7.5~~2023 increased $7.1 million compared to the three months ended ~~September~~June 30, ~~2021,~~2022, as we experienced ~~an 11.6% decrease~~a 3.9% increase in funeral contract volume, ~~which was slightly offset by a 2.9% increase in~~while the average revenue per funeral contract ~~as well as~~remained flat, and a ~~13.6%~~20.8% increase in the average price per interment right sold, slightly offset by a 3.4% decrease in the number of preneed interment rights (property) ~~sold and a 4.1% decrease in the average price per interment right~~ sold. The decreases in funeral contract volume and the number of interment rights sold primarily correspond to the significant decline in COVID-19 related cases as compared to the third quarter of 2021, as the death rate normalized to pre-COVID-19 levels.

Gross profit for the three months ended ~~September~~June 30, ~~2022 decreased $7.6~~2023 increased $3.5 million compared to the three months ended ~~September~~June 30, ~~2021,~~2022, primarily due to the ~~decrease~~increase in ~~revenue.~~revenue from both our funeral home and cemetery segments.

Net income for the three months ended ~~September~~June 30, ~~2022~~2023 decreased ~~$7.2~~$2.6 million compared to the three months ended ~~September~~June 30, ~~2021,~~2022, primarily due to the ~~$7.6 million decrease in gross profit,~~following: (1) a ~~$1.6~~$3.4 million increase in interest ~~expense,~~expense; (2) a ~~$1.3~~$2.6 million impact from divestitures, disposals and insurance reimbursements; (3) a $1.0 million increase in general and administrative ~~expense,~~expenses, offset by ~~a $2.3~~(4) the $3.5 million increase in gross profit and (5) an $0.8 million decrease in income tax ~~expense and a $0.9 million decrease in net gain on divestitures, disposals and impairments charges.~~expense.

Revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2022 decreased $3.7~~2023 increased $4.4 million compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, as we experienced a ~~2.9% decrease~~1.3% increase in ~~funeral contract volume, which was slightly offset by a 2.4% increase in~~the average revenue per funeral contract, ~~as well as a 4.9% decrease~~while funeral contract volume decreased 2.8%, and an 11.9% increase in the average price per interment right sold, while the number of preneed interment rights (property) sold ~~and a 4.0% decrease in the average price per interment right sold.~~remained flat. The ~~decreases in funeral~~ contract volume ~~and~~decrease is primarily a result of the ~~number of interment rights sold primarily correspond to the~~significant decline in COVID-19 related ~~cases~~deaths in the first quarter of 2023 as compared to the same period in 2022, ~~compared to 2021,~~ as these deaths now have a minimal impact on the overall death ~~rate normalized to pre-COVID-19 levels.~~rate.

Gross profit for the ~~nine~~six months ended ~~September~~June 30, ~~2022 decreased $9.4~~2023 increased $0.1 million compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, due to the ~~decrease~~increase in revenue ~~as well as the increase~~from our cemetery segment, offset by increases in operating expenses in both our funeral home and cemetery segments. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities, funeral supplies, merchandise costs and insurance.

Net income for the ~~nine~~six months ended ~~September~~June 30, ~~2022 increased $13.3~~2023 decreased $10.2 million compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily due to the following: (1) a ~~$23.8~~$6.4 million ~~loss on extinguishment of debt in 2021, a $3.3 million gain on insurance reimbursements in 2022, a $1.9 million decrease~~increase in interest ~~expense, and~~expense; (2) a ~~$1.8~~$3.5 million ~~decrease in net gain on~~impact from divestitures, disposals and ~~impairments charges, offset by~~insurance reimbursements; (3) a ~~$9.4 million decrease in gross profit, a $5.5 million increase in income tax expense and a $2.8~~$2.6 million increase in general and administrative expenses, offset by (4) a $2.4 million decrease in income tax expense.

Further discussion of ~~Revenue~~revenue and the components of ~~Gross~~gross profit for our ~~funeral home~~Funeral Home and ~~cemetery~~Cemetery segments is presented ~~herein~~ under “– Results of Operations.”

- 42 -

Further discussion of ~~General,~~general, administrative and other expenses, ~~Interest~~interest expense, ~~Income~~income taxes and other components of income and expenses are presented ~~herein~~ under “– Other Financial Statement Items.”

REPORTING AND NON-GAAP FINANCIAL MEASURES

We also present our financial performance in our ~~“Operating~~“Condensed Operating and Financial Trend Report” (“Trend Report”) as reported in our earnings release for the three months ended ~~September~~June 30, ~~2022~~2023 issued on ~~October 26, 2022~~August 2, 2023, and discussed in the corresponding earnings conference call. The 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 ~~contains~~is a non-GAAP ~~financial measures~~statement that ~~we believe~~also provides insight into underlying trends in our business.

~~- 50 -~~

Below is a reconciliation of ~~Net income, a GAAP financial measure, to Adjusted net income, a non-GAAP financial measure, (in thousands):~~

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Net income $ 13,046 $ 5,860 $ 19,812 $ 33,161
Special items(1)
Severance and separation costs(2)
— 1,431 1,575 1,431
Accretion of discount on Convertible Notes(1)
— — 20 —
Loss on extinguishment of debt(3)
— — 23,807 —
Net (gain) loss on divestitures 282 — 179 (575)
Net impact of impairment of goodwill and other 500 — 500 —
Litigation reserve(4)
— — — 200
Net gain on insurance reimbursements(5)
— — — (3,275)
Disaster recovery and pandemic costs(6)
1,002 — 2,041 168
Change in uncertain tax reserves and other(1)
— — — (533)
Other special items(7)
1,020 — 2,354 —
Sum of special items $ 2,804 $ 1,431 $ 30,476 $ (2,584)
Tax effect on special items(1)
738 356 8,619 (570)
Adjusted net income(8)
$ 15,112 $ 6,935 $ 41,669 $ 31,147

~~(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 operating tax rate for the period except for the Accretion of the discount on Convertible Notes, as this is a non-tax deductible item and the Change in uncertain tax reserves and other, as this item is a tax benefit.

~~(2)~~

~~Costs related to the departure of certain key members of leadership in the first quarter of 2021 and in the third quarter of 2022.~~

~~(3)~~

~~Loss on the redemption of our 6.625% senior notes due 2026 during the second quarter of 2021.~~

~~(4)~~

~~Costs related to litigation matters.~~

~~(5)~~

~~Net gain recognized on insurance reimbursements for property damage caused by Hurricane Ida that occurred during the third quarter of 2021.~~

~~(6)~~

Relates to health and safety expenses, including personal protective equipment (“PPE”) due to COVID-19. We purchased more PPE during the three and nine months ended 2021 compared to the same periods in 2022.

~~(7)~~

Relates to the write-off of certain fixed assets and interest paid on our 6.625% senior notes due 2026 for the two-week period during which our Senior Notes were issued prior to the redemption of our 6.625% senior notes due 2026.

~~(8)~~

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~~gross profit (a GAAP financial measure) to ~~Operating~~operating profit (a non-GAAP financial measure) (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Gross profit	Gross profit	$	33,164	$	25,598	$	97,152	$	87,788	Gross profit	$	27,712	$	31,202	$	62,190	$	62,257

Cemetery property amortization	Cemetery property amortization	1,521		1,278		5,213		4,314		Cemetery property amortization	1,704		1,892		3,036		3,093
Field depreciation expense	Field depreciation expense	3,154		3,281		9,432		9,831		Field depreciation expense	3,253		3,555		6,550		6,912
Regional and unallocated funeral and cemetery costs	Regional and unallocated funeral and cemetery costs	6,812		5,096		18,655		17,409		Regional and unallocated funeral and cemetery costs	5,966		4,131		12,313		9,568
Operating profit(1)	Operating profit(1)	$	44,651	$	35,253	$	130,452	$	119,342	Operating profit(1)	$	38,635	$	40,780	$	84,089	$	81,830

(1)

Operating profit is defined as ~~Gross~~gross profit ~~less Cemetery~~plus cemetery property amortization, ~~Field~~field depreciation expense and ~~Regional~~regional and unallocated funeral and cemetery costs.

~~- 51 -~~

Our operations are reported in two business segments: Funeral Home and Cemetery. Below is a breakdown of ~~Operating~~operating profit (a ~~non-GAAP financial~~non-financial GAAP measure) by ~~Segment~~segment (in thousands):


		Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
		2021		2022		2021		2022			2022		2023		2022		2023
Funeral Home	Funeral Home	$	31,355	$	24,173	$	88,445	$	82,060	Funeral Home	$	24,152	$	23,947	$	57,887	$	52,913
Cemetery	Cemetery	13,296		11,080		42,007		37,282		Cemetery	14,483		16,833		26,202		28,917
Operating profit	Operating profit	$	44,651	$	35,253	$	130,452	$	119,342	Operating profit	$	38,635	$	40,780	$	84,089	$	81,830

Operating profit margin(1)	Operating profit margin(1)	47.0%		40.3%		46.6%		43.2%		Operating profit margin(1)	42.6%		41.7%		44.5%		42.4%

(1)

Operating profit margin is defined as ~~Operating~~operating profit as a percentage of ~~Revenue.~~revenue.

Further discussion of ~~Operating~~operating profit for our ~~funeral home~~Funeral Home and ~~cemetery~~Cemetery segments is presented ~~herein~~ under “– Results of Operations.”

- 43 -

RESULTS OF OPERATIONS

The following is a discussion of our results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

~~The term~~We previously classified our funeral homes and cemeteries as “same store” ~~refers~~or “acquired” in our results of operations discussion in our quarterly and annual filings prior to December 31, 2022. Same store generally referred to funeral homes and cemeteries acquired ~~prior~~at least five years before the reporting period being presented, while acquired generally referred to ~~January 1, 2018~~funeral homes and cemeteries acquired within the preceding five years of the reporting period being presented, both of which excluded certain funeral homes and cemeteries that we intended to divest.

In an effort to simplify the discussion of our results of operations, provide meaningful metrics to investors to compare our results to previous periods and provide more insight into the underlying long-term performance trends in our business, we have combined both the same store and acquired categories and now refer to this combination as “operating”. The term “operating” in the Funeral Home and Cemetery segment simply refers to all our funeral homes and cemeteries owned and operated ~~for~~in the ~~entirety of each~~current reporting period, ~~being presented,~~ excluding certain funeral home and cemetery businesses that we have divested or intend to divest in the near future.

The term “acquired” refers to funeral homes and cemeteries purchased after December 31, 2017, excluding any funeral home and cemetery 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,~~segment, refers to ~~two funeral homes we sold and~~ one funeral home we ~~merged with another business in an existing market~~sold in the ~~first nine~~six months ~~of 2022~~ended June 30, 2023 and ~~three~~two funeral homes we sold in the ~~first nine~~six months ~~of 2021.~~ended June 30, 2022. The term “divested” when discussed in the Cemetery ~~Segment,~~segment, refers to ~~one cemetery~~two cemeteries we sold during ~~2021.~~the six months ended June 30, 2023.

“Planned divested” refers to the funeral home and cemetery businesses that we intend to divest.

“Ancillary” in the Funeral Home ~~Segment~~segment represents our flower shop, our monument company, our pet cremation business and our online cremation ~~business.~~businesses.

Cemetery property amortization, ~~Field~~field depreciation expense and ~~Regional~~regional and unallocated funeral and cemetery costs, are not included in ~~Operating~~operating profit, a non-GAAP financial measure. Adding back these items will result in ~~Gross~~gross profit, a GAAP financial measure.

~~- 52 -~~

Funeral Home Segment

The following table sets forth certain information regarding our ~~Revenue~~revenue and ~~Operating~~operating profit ~~from~~for our funeral home operations (in thousands):

Three months ended September 30,
2021 2022
Revenue:
Same store operating revenue $ 57,321 $ 51,258
Acquired operating revenue 7,651 7,813
Divested/planned divested revenue 564 186
Ancillary revenue 1,096 1,049
Preneed funeral insurance commissions 375 357
Preneed funeral trust and insurance 1,890 2,117
Total $ 68,897 $ 62,780
Operating profit:
Same store operating profit $ 25,644 $ 18,717
Acquired operating profit 3,371 3,036
Divested/planned divested operating profit 92 16
Ancillary operating profit 274 188
Preneed funeral insurance commissions 121 142
Preneed funeral trust and insurance 1,853 2,074
Total $ 31,355 $ 24,173

~~The following measures reflect the significant metrics over this comparative period:~~


		Three months ended September 30,					Three months ended June 30,
		2021		2022			2022		2023
Same store:
Revenue:						Revenue:
Operating						Operating	$	58,108	$	60,800
Divested/planned divested						Divested/planned divested	557		210
Ancillary						Ancillary	980		1,232
Other						Other	2,293		2,263
Total						Total	$	61,938	$	64,505

Operating profit:						Operating profit:
Operating						Operating	$	21,999	$	21,891
Divested/planned divested						Divested/planned divested	14		29
Ancillary						Ancillary	151		73
Other						Other	1,988		1,954
Total						Total	$	24,152	$	23,947

The following operating measures reflect the significant metrics over this comparative period:						The following operating measures reflect the significant metrics over this comparative period:

Contract volume	Contract volume	10,889		9,499		Contract volume	10,912		11,398
Average revenue per contract, excluding preneed funeral trust earnings	Average revenue per contract, excluding preneed funeral trust earnings	$	5,264	$	5,396	Average revenue per contract, excluding preneed funeral trust earnings	$	5,325	$	5,334
Average revenue per contract, including preneed funeral trust earnings	Average revenue per contract, including preneed funeral trust earnings	$	5,419	$	5,594	Average revenue per contract, including preneed funeral trust earnings	$	5,488	$	5,489
Burial rate		34.1%		33.7%
Cremation rate	Cremation rate	57.2%		58.2%		Cremation rate	57.4%		58.4%

Acquired:
Contract volume		1,555		1,570
Average revenue per contract, excluding preneed funeral trust earnings		$	4,920	$	4,977
Average revenue per contract, including preneed funeral trust earnings		$	4,988	$	5,066
Burial rate		35.9%		33.9%
Cremation rate		55.9%		58.2%

Funeral home ~~same store~~ operating revenue ~~decreased $6.1~~increased $2.7 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~same period in 2021.~~three months ended June 30, 2022. The ~~decrease~~increase in operating revenue is primarily ~~due to a 12.8% decrease in same store contract volume, which was slightly offset~~driven by a ~~2.5%~~4.5% increase in contract volume,

- 44 -

while the average revenue per contract excluding preneed ~~interest.~~interest remained flat. The ~~same store~~ contract volume decrease is primarily a result of the significant decline in COVID-19 related cases as compared to the third quarter of 2021, as the death rate normalized to pre-COVID-19 levels. The increase in average revenue per contract in the third quarter of 2022 reflects a 1.4% increase in cremations with memorial services. This increase is primarily due to our ~~continued focus to welcome and educate families on~~newly acquired funeral home businesses, which were not present in the ~~many products and service options that are available with cremation.~~comparative quarter of 2022.

Funeral home ~~same store~~ operating profit for the three months ended ~~September~~June 30, ~~2022~~2023 decreased ~~$6.9~~$0.1 million when compared to the same period in 2021, primarily due to the decrease in operating revenue, with increased operating expenses as a percentage of revenue also contributing to the decline. The comparable operating profit margin decreased 820 basis points to 36.5%. Operating expenses as a percentage of operating revenue increased 8.2% with the largest increases in salaries and benefits expenses of 3.7%, facilities and grounds expenses of 0.8%, general and administrative expenses of 0.8%, general

~~- 53 -~~

liability insurance of 0.7% and transportation costs of 0.4%. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities, funeral supplies and insurance.

~~Funeral home acquired operating revenue for the three months ended September 30,~~ 2022, increased $0.2 million compared to the same period in 2021, due to the addition of two funeral home businesses added to our funeral home acquired portfolio during the third quarter of 2022, which contributed $0.4 million of operating revenue. Excluding these two businesses, acquired operating revenue decreased $0.2 million, due to a 6.0% decrease in acquired contract volume, offset by a 3.7% increase in average revenue per contract excluding preneed interest.

~~Funeral home acquired operating profit for the three months ended September 30, 2022 decreased $0.3 million when compared to the same period in 2021,~~ primarily due to an increase in operating expenses as a percentage of revenue. The two funeral homes added to our acquired portfolio during the third quarter of 2022 contributed almost $0.2 million of operating profit. Excluding these two businesses, acquired operating profit decreased $0.5 million. The comparable operating profit margin decreased ~~520~~190 basis points to ~~38.9%~~36.0%. Operating expenses as a percentage of ~~operating~~ revenue increased ~~5.2%~~1.9% with the largest ~~increase~~increases in ~~salaries~~salary and benefits expenses of ~~2.3%, facilities and grounds expenses of 0.7%, general liability insurance of 0.7%, other funeral costs of 0.6%~~1.4% and general and administrative ~~expenses of 0.5%, offset by a decrease in promotional~~ expenses of 0.5%. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities and funeral ~~supplies and insurance.~~supplies.

Ancillary revenue, ~~recorded in~~ ~~Other revenue~~, which represents revenue from our flower shop, pet cremation and online cremation businesses ~~remained flat~~increased $0.3 million and Ancillary operating profit decreased $0.1 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~same period in 2021.~~three months ended June 30, 2022.

~~Preneed~~Other revenue and other operating profit, which consists of preneed funeral insurance commissions and preneed funeral trust and insurance ~~revenue (recorded in~~ ~~Other revenue), on a combined basis, increased $0.2 million~~remained flat for the three months ended ~~September~~June 30, ~~2022~~2023, compared to ~~the same period in 2021. The increase is primarily due to a 14.3% increase in earnings on preneed contracts for~~ the three months ended ~~September~~June 30, 2022 compared to the same period in 2021, as recognition is triggered at the time a preneed contract matures to atneed. Operating profit for preneed funeral insurance commissions and preneed trust and insurance, on a combined basis, increased $0.2 million for the same comparative period, primarily due to the increase in preneed funeral trust and insurance revenue.2022.

The following table sets forth certain information regarding our ~~Revenue~~revenue and ~~Operating~~operating profit ~~from~~for our funeral home operations (in thousands):

Nine months ended September 30,
2021 2022
Revenue:
Same store operating revenue $ 165,481 $ 163,776
Acquired operating revenue 22,575 24,064
Divested/planned divested revenue 2,120 907
Ancillary revenue 3,391 3,099
Preneed funeral insurance commissions 968 1,029
Preneed funeral trust and insurance 5,968 6,198
Total $ 200,503 $ 199,073
Operating profit:
Same store operating profit $ 71,520 $ 65,313
Acquired operating profit 9,784 9,845
Divested/planned divested operating profit (loss) 205 (32)
Ancillary operating profit 790 560
Preneed funeral insurance commissions 288 300
Preneed funeral trust and insurance 5,858 6,074
Total $ 88,445 $ 82,060

~~- 54 -~~

~~The following measures reflect the significant metrics over this comparative period:~~


		Nine months ended September 30,					Six months ended June 30,
		2021		2022			2022		2023
Same store:
Revenue:						Revenue:
Operating						Operating	$	128,127	$	127,044
Divested/planned divested						Divested/planned divested	1,339		537
Ancillary						Ancillary	2,050		2,289
Other						Other	4,777		4,720
Total						Total	$	136,293	$	134,590

Operating profit:						Operating profit:
Operating						Operating	$	53,183	$	48,416
Divested/planned divested						Divested/planned divested	151		106
Ancillary						Ancillary	372		219
Other						Other	4,181		4,172
Total						Total	$	57,887	$	52,913

The following operating measures reflect the significant metrics over this comparative period:						The following operating measures reflect the significant metrics over this comparative period:

Contract volume	Contract volume	31,503		30,686		Contract volume	24,271		23,746
Average revenue per contract, excluding preneed funeral trust earnings	Average revenue per contract, excluding preneed funeral trust earnings	$	5,253	$	5,337	Average revenue per contract, excluding preneed funeral trust earnings	$	5,279	$	5,350
Average revenue per contract, including preneed funeral trust earnings	Average revenue per contract, including preneed funeral trust earnings	$	5,422	$	5,516	Average revenue per contract, including preneed funeral trust earnings	$	5,438	$	5,510
Burial rate		35.6%		34.3%
Cremation rate	Cremation rate	56.8%		57.5%		Cremation rate	57.2%		58.7%

Acquired:
Contract volume		4,749		4,765
Average revenue per contract, excluding preneed funeral trust earnings		$	4,754	$	5,050
Average revenue per contract, including preneed funeral trust earnings		$	4,826	$	5,140
Burial rate		37.6%		36.2%
Cremation rate		56.3%		57.6%

Funeral home ~~same store~~ operating revenue decreased ~~$1.7~~$1.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~same period in 2021.~~six months ended June 30, 2022. The decrease in operating revenue is primarily ~~due to~~driven by a ~~2.6%~~2.2% decrease in ~~same store~~ contract volume, which was partially offset by a ~~1.6%~~1.3% increase in the average revenue per contract excluding preneed interest. The ~~same store~~ contract volume decrease is primarily a result of the significant decline in COVID-19 related ~~cases~~deaths in the first quarter of 2023 as compared to the same period in 2022, ~~compared to 2021,~~ as these deaths now have a minimal impact on the overall death ~~rate normalized to pre-COVID-19 levels.~~rate. The increase in average revenue per contract ~~for the nine months ended September 30, 2022 reflects increases of 2.1% and 0.9% in cremations and burials with memorial services, respectively. These increases are~~is primarily due to a combination of price increases and our continued focus on educating families on the many products and service options that are available with burials and cremations.

Funeral home ~~same store~~ operating profit for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 decreased ~~$6.2~~$4.8 million when compared to the same period in ~~2021,~~2022, primarily due to ~~the decrease in operating revenue and~~ an increase in operating expenses as a percentage of revenue. The comparable operating profit margin decreased ~~330~~340 basis points to ~~39.9%~~38.1%. Operating expenses as a percentage of revenue increased ~~3.3%~~3.4% with the largest ~~increase~~increases in ~~salaries~~salary and benefits expenses of ~~1.0%~~1.9%, facilities and grounds expenses of 0.7%, general and administrative expenses of ~~0.6%, transportation expenses of 0.3%, general liability insurance of 0.3%~~0.5% and ~~facilities and grounds expenses~~other funeral costs of 0.3%. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities and funeral ~~supplies and insurance.~~supplies.

Funeral home acquired operating revenue for the nine months ended September 30, 2022 increased $1.5 million compared to the same period in 2021. The increase was due, in part, to the addition of two funeral home businesses added to our funeral home acquired portfolio during the third quarter of 2022, which contributed $0.4 million of operating revenue. Excluding these two businesses, acquired operating revenue increased $1.1 million due to a 7.1% increase in the average revenue per contract excluding preneed interest, slightly offset by a 2.0% decrease in acquired contract volume. The acquired contract volume decrease is primarily a result of the decline in COVID-19 related cases in 2022 compared to 2021, as the death rate normalized to pre-COVID-19 levels. The increase in average revenue per contract for the nine months ended September 30, 2022 reflects increases of 2.4% and 0.7% in cremations and burials with memorial services, respectively. These increases are primarily due to a combination of price increases and our continued focus on educating families on the many products and service options that are available with burials and cremations.

- 45 -

Funeral home acquired operating profit for the nine months ended September 30, 2022 increased $0.1 million when compared to the same period in 2021, primarily due to the two funeral homes added to our acquired portfolio during the third quarter of 2022, which contributed almost $0.2 million of operating profit. Excluding these two businesses, acquired operating profit decreased $0.1 million. The comparable operating profit margin decreased 240 basis points to 40.9%. Operating expenses as a percentage of operating revenue increased 2.4% with the largest increases in general and administrative expenses of 0.8%, salaries and benefits expenses of 0.6%, other funeral expenses of 0.6% and facilities and grounds expenses of 0.4%, offset by a decrease in promotional expenses of 0.5%. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities, funeral supplies and insurance.

Ancillary revenue, which ~~is recorded in~~ ~~Other revenue~~, represents revenue from our flower shop, pet cremation and online cremation businesses ~~decreased $0.3~~increased $0.2 million and Ancillary operating profit decreased $0.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~same period in 2021.~~six months ended June 30, 2022.

~~- 55 -~~

~~Preneed~~Other revenue and other operating profit, which consists of preneed funeral insurance commissions and preneed funeral trust and insurance, ~~revenue (recorded in~~ ~~Other revenue), on a combined basis, increased $0.3 million~~remained flat for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, compared to the same period in 2021. The increase is due to an increase in the number of preneed contracts that matured to atneed, as well as an increase in the earnings on these preneed contracts, as recognition is triggered at the time a preneed contract matures to atneed. The number of contracts increased 2.2% and the average earnings per preneed contract increased 1.9% for the ninesix months ended ~~September~~June 30, 2022 compared to the same period in 2021. Operating profit for preneed funeral insurance commissions and preneed trust and insurance, on a combined basis, increased $0.2 million for the same comparative period, primarily due to the increase in preneed funeral trust and insurance revenue.2022.

Cemetery Segment

The following table sets forth certain information regarding our ~~Revenue~~revenue and ~~Operating~~operating profit ~~from~~for our cemetery operations (in thousands):

Three months ended September 30,
2021 2022
Revenue:
Same store operating revenue $ 16,342 $ 15,396
Acquired operating revenue 6,362 5,947
Divested revenue 52 —
Preneed cemetery trust revenue 3,136 3,065
Preneed cemetery finance charges 252 309
Total $ 26,144 $ 24,717
Operating profit:
Same store operating profit $ 6,465 $ 5,020
Acquired operating profit 3,547 2,827
Divested operating profit 19 —
Preneed cemetery trust operating profit 3,013 2,924
Preneed cemetery finance charges 252 309
Total $ 13,296 $ 11,080

~~The following measures reflect the significant metrics over this comparative period:~~


		Three months ended September 30,					Three months ended June 30,
		2021		2022			2022		2023
Same store:
Revenue:						Revenue:
Operating						Operating	$	25,104	$	29,142
Divested/planned divested						Divested/planned divested	57		—
Other						Other	3,501		4,031
Total						Total	$	28,662	$	33,173

Operating profit (loss):						Operating profit (loss):
Operating						Operating	$	11,136	$	12,940
Divested/planned divested						Divested/planned divested	(18)		(2)
Other						Other	3,365		3,895
Total						Total	$	14,483	$	16,833

The following operating measures reflect the significant metrics over this comparative period:						The following operating measures reflect the significant metrics over this comparative period:

Preneed revenue as a percentage of operating revenue	Preneed revenue as a percentage of operating revenue	61%		60%		Preneed revenue as a percentage of operating revenue	66.0%		67.0%
Preneed revenue (in thousands)	Preneed revenue (in thousands)	$	9,909	$	9,309	Preneed revenue (in thousands)	$	16,476	$	19,385
Atneed revenue (in thousands)	Atneed revenue (in thousands)	$	6,433	$	6,087	Atneed revenue (in thousands)	$	8,628	$	9,757
Number of preneed interment rights sold	Number of preneed interment rights sold	2,223		1,917		Number of preneed interment rights sold	3,506		3,391
Average price per interment right sold	Average price per interment right sold	$	4,130	$	4,181	Average price per interment right sold	$	4,341	$	5,237

Acquired:
Preneed revenue as a percentage of operating revenue		66%		61%
Preneed revenue (in thousands)		$	4,194	$	3,610
Atneed revenue (in thousands)		$	2,168	$	2,337
Number of preneed interment rights sold		606		538
Average price per interment right sold		$	7,159	$	5,951

Cemetery ~~same store preneed~~operating revenue ~~decreased $0.6~~increased $4.0 million for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~same period in 2021,~~three months ended June 30, 2022, as we experienced a ~~13.8% decrease in the number of interment rights sold, slightly offset by a 1.2%~~20.6% increase in the average price per preneed interment right sold, slightly offset by a 3.3% decrease in preneed interment rights sold. Cemetery ~~same store~~ atneed revenue, which represents ~~40%~~33.0% of our ~~same store~~total operating revenue, ~~decreased $0.3~~increased $1.1 million for the three months ended ~~September~~June 30, ~~2022~~2023, compared to the same period of the prior year, primarily due to an increase in ~~2021, as we experienced a 13.2% decrease~~sales of merchandise and services from our newly acquired cemetery businesses, not present in the ~~number of interment rights sold, which was offset by a 9.0% increase in the~~

~~- 56 -~~

~~average price per interment right sold. The decrease in the number of interment rights sold is primarily a result of the decline in COVID-19 related cases as compared to the third~~comparative quarter of ~~2021, as the death rate normalized to pre-COVID-19 levels.~~2022.

Cemetery ~~same store~~ operating profit increased $1.8 million for the three months ended ~~September~~June 30, ~~2022 decreased $1.4 million from~~2023 compared to the ~~same period in 2021,~~three months ended June 30, 2022, due to the ~~decrease in operating revenue and an~~ increase in ~~operating expenses as a percentage of~~ revenue. The comparable operating profit margin ~~decreased 700 basis points to 32.6%~~remained flat at 44.4%. Operating expenses as a ~~percentage~~percent of operating revenue increased 7.0% with the largest increases in facilities and grounds expenses of 3.2%, salaries and benefits expenses of 1.1%, merchandise costs of 1.0%, general liability insurance of 0.7% and general and administrative expenses of 0.8%. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities, merchandise costs and insurance.also remained flat.

Cemetery acquired preneed revenue decreased $0.6 million for the three months ended September 30, 2022 compared to the same period in 2021, as we experienced a 16.9% decrease in the average price per interment right sold, as well as an 11.2% decrease in the number of interment rights sold. Cemetery acquired atneedOther revenue, which ~~represents 39%~~consists of our acquired operating revenue, increased $0.2 million for the three months ended September 30, 2022 compared to the same period in 2021, as we experienced a 12.9% increase in the average price per interment right sold, offset by a 4.5% decrease in the number of interment rights sold. The decrease in the number of interment rights sold is primarily a result of the decline in COVID-19 related cases as compared to the third quarter of 2021, as the death rate normalized to pre-COVID-19 levels.

Cemetery acquired operating profit decreased $0.7 million for the three months ended September 30, 2022 from the same period in 2021, due to the decrease in revenue and an increase in operating expenses as a percentage of revenue. The comparable operating profit margin decreased 830 basis points to 47.5%. Operating expenses as a percentage of operating revenue increased 8.2% with the largest increases in salaries and benefits expenses of 2.1%, general liability insurance of 1.1%, facilities and grounds expenses of 0.9%, general and administrative expenses of 0.6%, merchandise costs of 0.6% and atneed commissions expense of 0.6%. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities, merchandise costs and insurance.

~~Preneed~~preneed cemetery trust revenue and preneed cemetery finance charges, ~~(recorded in~~ ~~Other revenue), as well as their respective operating profit remained flat~~increased $0.5 million for the three months ended ~~September~~June 30, ~~2022~~2023, compared to the three months ended June 30, 2022. The increase is primarily due to realized capital gains in the current year compared to the prior year and an increase in income in our perpetual care trust fund. Other operating profit increased $0.5 million for the same comparative period, primarily due to the increase in ~~2021.~~revenue.

- 46 -

The following table sets forth certain information regarding our ~~Revenue~~revenue and ~~Operating~~operating profit ~~from~~for our cemetery operations (in thousands):

Nine months ended September 30,
2021 2022
Revenue:
Same store operating revenue $ 47,883 $ 46,616
Acquired operating revenue 21,517 20,437
Divested revenue 202 —
Preneed cemetery trust revenue 9,079 9,262
Preneed cemetery finance charges 771 870
Total $ 79,452 $ 77,185
Operating profit:
Same store operating profit $ 20,076 $ 16,799
Acquired operating profit 12,386 10,766
Divested operating profit 66 —
Preneed cemetery trust operating profit 8,708 8,847
Preneed cemetery finance charges 771 870
Total $ 42,007 $ 37,282

~~- 57 -~~

~~The following measures reflect the significant metrics over this comparative period:~~


		Nine months ended September 30,					Six months ended June 30,
		2021		2022			2022		2023
Same store:
Revenue:						Revenue:
Operating						Operating	$	45,579	$	50,747
Divested/planned divested						Divested/planned divested	130		42
Other						Other	6,759		7,813
Total						Total	$	52,468	$	58,602

Operating profit (loss):						Operating profit (loss):
Operating						Operating	$	19,731	$	21,333
Divested/planned divested						Divested/planned divested	(14)		10
Other						Other	6,485		7,574
Total						Total	$	26,202	$	28,917

The following operating measures reflect the significant metrics over this comparative period:						The following operating measures reflect the significant metrics over this comparative period:

Preneed revenue as a percentage of operating revenue	Preneed revenue as a percentage of operating revenue	61%		61%		Preneed revenue as a percentage of operating revenue	63.0%		63.0%
Preneed revenue (in thousands)	Preneed revenue (in thousands)	$	29,044	$	28,509	Preneed revenue (in thousands)	$	28,555	$	31,833
Atneed revenue (in thousands)	Atneed revenue (in thousands)	$	18,839	$	18,107	Atneed revenue (in thousands)	$	17,024	$	18,914
Number of preneed interment rights sold	Number of preneed interment rights sold	6,375		6,088		Number of preneed interment rights sold	5,871		5,890
Average price per interment right sold	Average price per interment right sold	$	4,106	$	4,095	Average price per interment right sold	$	4,409	$	4,924

Acquired:
Preneed revenue as a percentage of operating revenue		68%		64%
Preneed revenue (in thousands)		$	14,692	$	12,996
Atneed revenue (in thousands)		$	6,825	$	7,441
Number of preneed interment rights sold		2,369		2,256
Average price per interment right sold		$	6,107	$	5,403

Cemetery ~~same store preneed~~operating revenue ~~decreased $0.5~~increased $5.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~same period in 2021,~~six months ended June 30, 2022, as we experienced a 4.5% decrease in the number of interment rights sold, while the average price per interment right sold remained flat. Cemetery same store atneed revenue, which represents 39% of our same store operating revenue, decreased $0.7 million for the nine months ended September 30, 2022 compared to the same period in 2021, as we experienced a 6.9% decrease in the number of interment rights sold, offset by a 3.1%an 11.7% increase in the average price per interment right sold. The decrease in the number of interment rights sold is primarily a result of the decline in COVID-19 related cases in 2022 compared to 2021, as the death rate normalized to pre-COVID-19 levels.

Cemetery same store operating profit decreased $3.3 million for the nine months ended September 30, 2022 from the same period in 2021, due to the decrease in revenue and an increase in operating expenses as a percentage of revenue. The comparable operating profit margin decreased 590 basis points to 36.0%. Operating expenses as a percentage of operating revenue increased 5.9% with the largest increases in facilities and grounds expenses of 1.4%, promotional expenses of 1.0%, allowance for credit losses of 0.9%, due to a change in estimate in the second quarter of the prior year, which resulted in lower credit loss expense in the prior period, general liability insurance of 0.6% and general and administrative expenses of 0.6%. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities, merchandise costs and insurance.

~~Cemetery acquired~~ preneed revenue decreased $1.7 million for the nine months ended September 30, 2022 compared to the same period in 2021, as we experienced an 11.5% decrease in the average price per interment right sold, as well as a 4.8% decrease in the number of interment rights sold. Cemetery acquired atneed revenue, which represents 36% of our acquired operating revenue, increased $0.6 million for the nine months ended September 30, 2022 compared to the same period in 2021, as we experienced a 14.5% increase in the average price per interment right sold, while the number of preneed interment rights sold ~~decreased 4.8%. The decrease~~remained flat. Cemetery atneed revenue, which represents 37.0% of our total operating revenue increased $1.9 million for the six months ended June 30, 2023, compared to the same period of the prior year, primarily due to an increase in sales of merchandise and services from our newly acquired cemetery businesses, which were not present in the ~~number~~comparative period of ~~interment rights sold is primarily a result of the decline in COVID-19 related cases in 2022 compared to 2021, as the death rate normalized to pre-COVID-19 levels.~~2022.

Cemetery ~~acquired~~ operating profit ~~decreased~~increased $1.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022 from the same period in 2021, due~~2023 compared to the ~~decrease in revenue and an increase in operating expenses as a percentage of revenue.~~six months ended June 30, 2022. The comparable operating profit margin decreased ~~490~~130 basis ~~points~~point to ~~52.7%~~42.0%. Operating expenses as a ~~percentage~~percent of operating revenue increased ~~4.9% with the largest increases~~1.2% primarily due to an increase in ~~facilities and grounds expenses of 0.9%, salaries~~salary and benefits ~~expenses increased 0.9%, general liability insurance~~expenses.

Other revenue, which consists of 0.8% and merchandise costs of 0.7%. The increase in operating expenses is partially due to higher costs from inflationary impacts concentrated in our full-time hourly base rates, utilities, merchandise costs and insurance.

~~Preneed~~preneed cemetery trust revenue and preneed cemetery finance charges, ~~(recorded in~~ ~~Other revenue) on a combined basis~~ increased ~~$0.3~~$1.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, compared to the ~~same period in 2021.~~six months ended June 30, 2022. The increase ~~in trust revenue~~ is primarily due to an increase in ~~realized gains~~income in our perpetual care trust fund and an increase in finance charges on ~~delivered merchandise and services contracts. Operating~~preneed sales. Other operating profit ~~for the two categories of~~ ~~Other Revenue, on a combined basis,~~ increased ~~$0.2~~$1.1 million for the ~~nine~~same comparative period, primarily due to the increase in revenue.

Cemetery property amortization. Cemetery property amortization totaled $1.9 million and $3.1 million for the three and six months ended ~~September~~June 30, ~~2022~~2023, respectively, an increase of $0.2 million and $0.1 million, respectively, compared to the same period in ~~2021,~~2022, primarily due to the increase ~~in revenue.~~

~~- 58 -~~

~~Cemetery property amortization~~. Cemetery property amortization totaled $1.3 million and $4.3 million for the three and nine months ended September 30, 2022, respectively, a decrease of $0.2 million and $0.9 million, respectively, compared to the same periods in 2021, primarily due to the decrease in property sold across our cemetery portfolio.

Field depreciation.Depreciation expense for our field businesses totaled ~~$3.3~~$3.6 million and ~~$9.8~~$6.9 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, an increase of ~~$0.1~~$0.3 million and $0.4 million, respectively, compared to the same ~~periods~~period in ~~2021,~~2022, primarily due to ~~depreciation from computer~~acquisitions made in latter half of 2022 and ~~hardware equipment added in the last twelve months, as well as from assets added as a result of~~ our ~~acquisition during the third quarter of 2022.~~March 2023 acquisition.

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 ~~$5.1~~$4.1 million for the three months ended ~~September~~June 30, ~~2022,~~2023, a decrease of ~~$1.7~~$1.8 million compared to the same period in ~~2021,~~2022, primarily due to the following: (1) a ~~$1.1~~$0.7 million decrease in cash incentives and equity compensation; (2) a ~~$0.5~~$0.7 million decrease in health and safety expenses related to COVID-19; (3) a $0.2 million decrease in salary and benefits expenses; (4) a $0.1 million decrease in other general administrative costs; offset by (5) a $0.2 million increase in incentive award trips and annual managing partner meetings ~~which were postponed~~and (3) a $0.4 million decrease in ~~the prior year due to COVID-19.~~other expenses.

Regional and unallocated funeral and cemetery costs totaled ~~$17.4~~$9.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, a decrease of ~~$1.2~~$2.7 million compared to the same period in ~~2021,~~2022, primarily due to the following: (1) a ~~$1.7~~$1.3 million decrease in cash incentives and equity compensation; (2) a ~~$1.3~~$1.1 million decrease ~~in health and safety expenses related to COVID-19; (3) a $0.3 million decrease in salary and benefits expenses; offset by (4) a $1.3 million increase~~ in incentive award trips and annual managing partner meetings ~~which were postponed in the prior year due to COVID-19;~~ and ~~(5)~~(3) a ~~$0.2~~$0.3 million ~~increase~~decrease in other ~~general administrative costs.~~expenses.

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Other Financial Statement Items

General, administrative and other. General, administrative and other expenses, which includes salaries and benefits, cash and equity incentive compensation for the Houston support office totaled ~~$10.4~~$10.2 million for the three months ended ~~September~~June 30, ~~2022,~~2023, an increase of ~~$1.3~~$1.0 million compared to the same period in ~~2021,~~2022, primarily due to the following: (1) $1.4 million increase in salary and benefits expense and cash and equity incentive compensation, as a result of having a complete senior leadership team, including current year executive promotions, offset by (2) a $0.4 million decrease in other expenses, including lower online marketing costs and travel costs.

General, administrative and other expenses totaled $20.4 million for the six months ended June 30, 2023, an increase of $2.6 million compared to the same period in 2022, primarily due to the following: (1) a ~~$1.4 million increase in separation expenses related to the departure of a key member of leadership; (2) a $0.8~~$3.2 million increase in salary and benefits ~~expenses, which includes talent additions to our recently developed marketing department, as well~~expense and cash and equity incentive compensation, as a ~~Chief Information Officer; (3)~~result of having a ~~$0.5 million increase in other general administrative costs, which includes higher online marketing and advertising costs and software license fees for new technology;~~complete senior leadership team, including current year executive promotions, offset by ~~(4)~~(2) a ~~$1.0~~$0.6 million decrease in ~~insurance claims expense, which included a one-time $1.0 million payment for residual insurance claims in 2021; and (3) a $0.3 million decrease in cash incentives and equity compensation.~~

~~General, administrative and~~ other expenses, totaled $28.1 million for the nine months ended September 30, 2022, an increase of $2.8 million compared to the same period in 2021, primarily due to the following: (1) a $2.4 million increase in salary and benefits expenses, which includes talent additions to our recently developed marketing department, as well as a Chief Information Officer; (2) a $1.8 million increase in other general administrative costs, which includes higherincluding lower online marketing ~~and advertising~~ costs and software license fees for new technology; (3) a $0.1 million increase in cash incentives and equity compensation; offset by (4) a $1.3 million decrease in insurance claims expense, which included a one-time $1.0 million payment for residual insurance claims in 2021; (5) a $0.1 million decrease in separation expense related to the departure of certain key members of leadership, and (6) a $0.1 million decrease in divestiture expenses.travel costs.

Net (gain) loss on divestitures, disposals and impairments charges. The components of Net (gain) loss on divestitures, disposals and impairment charges are as follows (in thousands):

Three months ended September 30, Nine months ended September 30,
2021 2022 2021 2022
Assets held for sale impairment $ 500 $ — $ 500 $ —
Net (gain) loss on divestitures and real property 282 — 179 (575)
Net (gain) loss on disposals of fixed assets 76 (7) 698 142
Total $ 858 $ (7) $ 1,377 $ (433)


	Three months ended June 30,				Six months ended June 30,
	2022		2023		2022		2023
Net (gain) loss on divestitures	$	(1,278)	$	—	$	(575)	$	82
Impairments related to assets held for sale	—		243		—		243
Net loss on disposals of fixed assets	85		22		149		181
Total	$	(1,193)	$	265	$	(426)	$	506

During the ~~nine~~six months ended ~~September~~June 30, 2023, we sold one funeral home and two cemeteries for a loss of $0.1 million. We also recognized an impairment of $0.2 million related to property, plant and equipment for assets held for sale.

During the six months ended June 30, 2022, we sold real property ~~for $3.3 million~~ and two funeral homes for ~~$0.9 million for~~ a net gain of ~~$0.7 million, of which $0.1 million is recorded in~~ ~~Other, net~~ related to the sale of assets not used in operating activities. During the nine months ended September 30, 2021, we sold three funeral homes and real property for $4.2 million for a net loss of $0.2 million and disposed of fixed assets for a net loss of $0.7$0.6 million. ~~In addition, we recognized an impairment loss of $0.5 million for property, plant and equipment assets held for sale at September 30, 2021.~~

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Interest expense. Interest expense related to ~~our various~~its respective debt arrangement is as follows (in thousands):


		Three months ended September 30,			Nine months ended September 30,				Three months ended June 30,						Six months ended June 30,
			2021		2022		2021			2022			2022		2023		2022		2023
Senior Notes	Senior Notes		$	4,403	$	4,410	$	17,977		$	13,203	Senior Notes	$	4,387	$	4,414	$	8,793	$	8,827
Credit Facility	Credit Facility		464		2,081		1,497			4,425		Credit Facility	1,409		4,806		2,344		8,755
Finance leases	Finance leases		117		110		356			335		Finance leases	112		103		225		209
Acquisition debt	Acquisition debt		90		78		280			237		Acquisition debt	79		71		159		142
Convertible Notes			—		—		20			—
Other	Other		2		(1)		7			8		Other	1		2		9		2
Total	Total		$	5,076	$	6,678	$	20,137		$	18,208	Total	$	5,988	$	9,396	$	11,530	$	17,935

~~Gain~~Net (gain) loss on property damage, net of insurance ~~reimbursements.~~claims. During the ~~nine~~three and six months ended ~~September~~June 30, 2023, we recorded a $0.2 million gain and $36,000 loss, respectively, net of insurance proceeds, primarily for property damaged by a fire that occurred during first quarter of 2023.

During the three and six months ended June 30, 2022, we recorded a $1.4 million gain ~~on the reimbursements received from~~and $3.3 million gain, net of insurance proceeds, for property damaged by Hurricane Ida that occurred during the third quarter of 2021.

Other, net. During the three and six months ended June 30, 2023, we recorded a $0.1 million gain and $0.6 million gain, respectively, on the sale of other real property not used in business operations.

Income taxes. ~~We had an income~~Income tax expense ~~of $2.8 million and $5.1~~totaled $3.4 million for the three months ended ~~September~~June 30, 2023, a decrease of $0.8 million compared to the same period in 2022, ~~and 2021, respectively, and~~primarily due to lower pre-tax income ~~tax expense of $12.1 million and $6.6 million for~~in the ~~nine months ended September 30, 2022 and 2021, respectively.~~current period. Our operating tax rate before discrete items was ~~30.6% and 28.2%~~28.0% for both the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021, respectively, and 27.8% and 28.3%~~2022.

Income tax expense totaled $6.9 million for the ~~nine~~six months ended ~~September 30, 2022 and 2021, respectively.~~

On June 30, ~~2020, we filed carryback refund claims for the 2018 and 2019 tax years. The majority~~2023, a decrease of ~~the net operating losses generated in 2018 are the result of filing non-automatic accounting method changes relating~~$2.4 million compared to the ~~recognition of revenue from our cemetery property~~same period in 2022, primarily due to lower pre-tax income in the current period. Our operating tax rate before discrete items was 28.5% and ~~merchandise and services sales.~~

~~On October 11, 2021, we received an adverse ruling from the IRS related to our accounting method change~~27.2% 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.

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. As a result, we recorded a $0.5 million reduction to the reserve for uncertain tax positions, including interest, during the ninesix months ended ~~September 30, 2022.~~

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OVERVIEW OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Understanding our accounting policies and the extent to which our management uses judgment, assumptions and estimates in applying these policies is integral to understanding our Consolidated Financial Statements. Our critical accounting policies are more fully described in Part I,II, Item 8 “Financial Statements and Supplementary Data” in Note 1 ~~Financial Statements, Note 1.~~in our Annual Report on Form 10-K for the year ended December 31, 2022.

We have identified Business Combinations and Goodwill as those accounting policies that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. 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 the margins, operating income and net earnings, as a percentage of revenue, will be consistent from period to period. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.

SEASONALITY

Our business can be affected by seasonal fluctuations in the death ~~rate.~~rate and may be further affected by epidemics and pandemics, like COVID-19, including any new or emerging public health threats. Generally, the ~~death rate~~number of deaths 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. For example, we experienced fluctuations in the death rate due to COVID-19, with a result of increased deaths during the duration of the pandemic. Although deaths directly attributable from COVID-19 now have minimal direct impact on the overall death rate, the overall death rate remains higher than the pre-COVID-19 pandemic period. As a result, we are unable to predict or forecast the duration or variation of this increased death rate with any certainty.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk.

In the ordinary course of business, we are typically exposed to a variety of market risks. Currently, these are primarily related to interest rate risk and changes in the values of securities associated with the preneed and perpetual care trusts. Management is actively involved in monitoring exposure to market risk and developing and utilizing appropriate risk management techniques when appropriate and when available for a reasonable price. We are not exposed to any other significant market risks other than those related to ~~COVID-19~~the impact of health and safety concerns from epidemics and pandemics and and inflation, which are described in more detail in Part 1, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

The following quantitative and qualitative information is provided about financial instruments to which we are a party at ~~September~~June 30, ~~2022~~2023 and from which we may incur future gains or losses from changes in market conditions. We do not enter into derivative or other financial instruments for speculative or trading purposes.

Hypothetical changes in interest rates and the values of securities associated with the preneed and perpetual care trusts chosen for the following estimated sensitivity analysis are considered to be reasonable near-term changes generally based on consideration of past fluctuations for each risk category. However, since it is not possible to accurately predict future changes in interest rates, these hypothetical changes may not necessarily be an indicator of probable future fluctuations.

The following information about our market-sensitive financial instruments constitutes a “forward-looking statement.”

In connection with our preneed funeral operations and preneed cemetery merchandise and service sales, the related funeral and cemetery trust funds own investments in equity and debt securities and mutual funds, which are sensitive to current market prices. Cost and market values of such investments at ~~September~~June 30, ~~2022~~2023 are presented in Part 1, Item 1, Financial Statements, Note 78 to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The sensitivity of the fixed income securities is such that a 0.25% change in interest rates causes an approximate 1.19% change in the value of the fixed income securities.

We monitor current and forecasted interest rate risk in the ordinary course of business and seek to maintain optimal financial flexibility, quality and solvency. At ~~September~~June 30, ~~2022,~~2023, we had outstanding borrowings under the Credit Facility of ~~$169.0~~$204.0 million. Any further borrowings or voluntary prepayments against the Credit Facility or any change in the floating rate would cause a change in interest expense. We have the option to pay interest under the Credit Facility at either prime rate or athe BSBY rate plus ~~an applicable margin based our leverage ratio.~~a margin. At ~~September~~June 30, ~~2022,~~2023, the prime rate margin was equivalent to ~~1.125%~~2.625% and the BSBY rate margin was ~~2.125%~~3.625%. Assuming the outstanding balance remains unchanged, a change of 100 basis points in our borrowing rate would result in a

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change in income before taxes of ~~$1.7~~$2.0 million. We have not entered into interest rate hedging arrangements in the past. Management continually evaluates the cost and potential benefits of interest rate hedging arrangements.

Our Senior Notes bear interest at the fixed annual rate of 4.25%. We may redeem the Senior Notes, in whole or in part, at the redemption price of 102.13% on or after May 15, 2024, 101.06% on or after May 15, 2025 and 100% on or after May 15, 2026, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time before May 15, 2024, we may also redeem all or part of the Senior Notes at the redemption prices described in the Indenture, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. At ~~September~~June 30, ~~2022,~~2023, the carrying value of the Senior Notes on our Consolidated Balance Sheet was ~~$395.1~~$395.6 million and the fair value of the Senior Notes was ~~$317.2~~$343.1 million based on the last traded or broker quoted price, reported by the Financial Industry Regulatory Authority, Inc. Increases in market interest rates may cause the value of the Senior Notes to decrease, but such changes will not affect our interest costs.

The remainder of our long-term debt and leases consist of non-interest bearing notes and fixed rate instruments that do not trade in a market and do not have a quoted market value. Any increase in market interest rates causes the fair value of those liabilities to decrease, but such changes will not affect our interest costs.

~~- 61 -~~

Item 4.Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

Our management, including our principal executive and principal financial officers, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and to ensure that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures are effective at ~~September~~June 30, ~~2022~~2023 and that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented in conformity with US GAAP.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting (defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

- 6250 -

PART II – OTHER INFORMATION

Item 1.Legal Proceedings.

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

We self-insure against certain risks and carry insurance with coverage and coverage limits for risk in excess of the coverage amounts consistent with our assessment of risks in our business and of an acceptable level of financial exposure. Although there can be no assurance that self-insurance reserves and insurance will be sufficient to mitigate all damages, claims, or contingencies, we believe that the reserves and our insurance provides reasonable coverage for known asserted and unasserted claims. In the event we sustain a loss from a claim and the insurance carrier disputes coverage or coverage limits, we may record a charge in a different period than the recovery, if any, from the insurance carrier.

~~For more information regarding legal proceedings see Part I, Item 1, Financial Statements, Note 14.~~

Item 1A.Risk Factors.

Risk Factor Update

In light of ~~increased inflationary trends in~~our recent announcement regarding the ~~U.S.~~Board’s review of potential strategic alternatives for the Company and ~~global marketplace,~~recent developments affecting the financial services industry, we are also supplementing the risk factors set out under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 with the new risk ~~factor~~factors set out below. The risk ~~factor~~factors below should be carefully read in conjunction with the risk factors set out in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022, which could materially affect our business, financial condition or future results. The risks described in this Quarterly Report on Form 10-Q, ~~and~~ our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, and our Quarterly Report on Form 10-Q for the quarter ending March 31, 2023 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

RISKS RELATED TO OUR BUSINESS

Risks Related to Review of Strategic Alternatives Process and a Potential Strategic Transaction

We are reviewing strategic alternatives and there can be no assurance that we will be successful in identifying or completing any strategic transaction, that any such strategic transaction will result in additional value for our stockholders or that the process will not have an adverse impact on our business.

On June 29, 2023, we announced our Board had initiated a process to explore potential strategic alternatives, possibly including, but not limited to, a sale, merger or other potential strategic or financial transaction, aimed at increasing stockholder value. There can be no assurance that the review of strategic alternatives will result in the identification or consummation of any transaction. Our Board may also determine that our most effective strategy is to continue to execute on our current strategy.

The process of reviewing strategic alternatives may be costly, time consuming and disruptive to our business operations and, if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected. We have incurred, and may in the future incur, significant costs associated with identifying, evaluating and negotiating potential strategic alternatives, such as legal, financial advisor and accounting fees and expenses and other related charges. We may also incur additional unanticipated expenses in connection with this process. A considerable portion of these costs will be incurred regardless of whether any such course of action is implemented or transaction is completed, decreasing cash available for use in our business.

There can be no assurance that any potential transaction, or series of transactions, or other strategic alternative, if consummated, will provide greater value to our stockholders than that reflected in the current price of our common stock. Until the review process is concluded, perceived uncertainties related to our future may impact our business performance and volatility in the market price of our common stock and may make it more difficult for us to attract and retain qualified personnel and key employees. Our Board has not set a timetable for the conclusion of this review, nor has it made any definitive decisions related to taking any further actions or potential strategic options at this time or at all.

Even if we are successful in completing a strategic alternative, we may be exposed to other operational and financial risks.

Although there can be no assurance that a strategic alternative will result from the process we have undertaken to explore potential strategic alternatives, the negotiation and consummation of any such transaction, if completed, will require significant time on the part of our management, which could result in disruption to our business.

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The negotiation and consummation of any such transaction may also require more time or greater cash resources than we anticipate and expose us to other operational and financial risks, including, but not limited to:

•increased near-term and long-term expenditures;

•exposure to unknown liabilities;

•higher than expected acquisition or integration costs;

•incurrence of substantial debt or dilutive issuances of equity securities to fund future operations;

•write-downs of assets or goodwill or incurrence of non-recurring, impairment or other charges;

•increased amortization expenses;

•difficulty and cost in combining the operations and personnel of any acquiring or acquired business with our operations and personnel;

•impairment of relationships with key suppliers or customers of any acquired business due to changes in management and ownership;

•inability to retain key employees of our Company or any acquired or merged business; and

•possibility of future litigation.

Any of the foregoing risks could have a material adverse effect on our business, financial condition and prospects.

GENERAL RISKS

Economic Conditions and Natural Disasters

~~We may be adversely affected~~Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by ~~the effects of inflation.~~

~~Inflation has the potential to~~financial institutions, could adversely affect our ~~liquidity,~~ business, financial condition, ~~and~~or results of ~~operations~~operations.

We currently maintain cash balances in accounts at U.S. financial institutions that we believe are high quality. These accounts, held by ~~increasing~~us and our ~~overall cost structure~~affiliated companies, are in non-interest-bearing and interest-bearing operating accounts and may, from time to time, exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we could lose all or ~~by reducing the amount~~a portion of ~~discretionary income consumers have available to spend on~~those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, our ~~services. The existence of inflation~~third-party vendors and counterparties or other companies in the ~~economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages, increased costs~~financial services industry or the financial services industry generally, or concerns or rumors about any events of ~~labor, components, manufacturing and shipping, as well as weakening exchange rates and~~these kinds or other similar ~~effects. As a result of inflation, we~~risks, have ~~already experienced modest cost increases~~in the past and ~~surcharges from our vendors and suppliers on merchandise and goods and~~ may ~~continue to experience additional cost increases~~ in the future lead to market-wide liquidity problems, which could be of greater magnitude than those experienced to date. In addition, the impacts of inflation are also felt by consumers who face rising prices for a variety of goods and services, which could reduce the amount of discretionary spending that would otherwise be available to our client families and potential client families to spend on our services. Although we may take measures to mitigate the effects of inflation, if these measures are not effective,adversely affect our business, financial condition, results of operations and ~~liquidity~~liquidity.

Although we assess our banking relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be ~~materially~~significantly impaired by factors that affect us, the financial institutions with which we have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire future financing or access to capital on acceptable terms or at all. As availability under our Credit Facility and/or the ability to access capital has historically been, and is expected to continue to be, one of our primary sources of liquidity, any adverse impacts on our ability to access such credit and liquidity sources as a result of adverse developments affecting the financial services industry could adversely ~~affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact~~affect our business, financial condition, results of ~~operations and when the cost of inflation is incurred.~~operations.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth certain information with respect to repurchases of our common stock during the quarter ended ~~September~~June 30, ~~2022:~~2023:

~~Period~~

~~Total Number of Shares Purchased~~

~~Average Price Paid Per Share~~

~~Total Number of Shares Purchased as Part of Publicly Announced Program~~

~~Dollar Value of Shares That May Yet Be Purchased Under the Program(1))~~

~~July 1, 2022 - July 31, 2022~~

—

~~48,898,769~~

~~August 1, 2022 - August 31, 2022~~

—

~~48,898,769~~

~~September 1, 2022 - September 30, 2022~~

—

~~48,898,769~~

~~Total for quarter ended September 30, 2022~~

—


Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Dollar Value of Shares That May Yet Be Purchased Under the Program(2)

April 1, 2023 - April 30, 2023	39	$	28.18	—	$	48,898,769
May 1, 2023 - May 31, 2023	—	$	—	—	$	48,898,769
June 1, 2023 - June 30, 2023	—	$	—	—	$	48,898,769
Total for quarter ended June 30, 2023	39			—



(1)			Represents shares surrendered by employees to pay taxes withheld upon the vesting of restricted stock awards.
(2)			See Part I, Item 1, Financial Statements, Note 1514 for additional information on our publicly announced share repurchase program.

Item 3.Defaults Upon Senior Securities.

Not applicable.

Item 4.Mine Safety Disclosures.

Not applicable.

Item 5.Other Information.

~~Not applicable.~~Rule 10b5-1 Stock Selling Plan

On March 13, 2023, Melvin C. Payne, Executive Chairman of the Board of Directors of the Company entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”). Rule 10b5-1 permits officers and directors of public companies, who routinely become aware of material nonpublic information and therefore are unable to sell company securities until the information has been made public, to plan in advance for their liquidity or other needs by adopting, at a time when they are not in possession of material non-public information, a written plan providing for securities transactions to occur over specified future periods of time under specified conditions. Once an individual has entered into a Rule 10b5-1 trading plan, the individual has no discretion or control over whether or when transactions in Company securities will occur pursuant to the Plan.

Mr. Payne’s Plan provides for sales of Company securities as part of his long-term asset diversification, tax, estate and financial planning strategy, and is in accordance with the Company’s Insider Trading & Anti-Hedging Policy. Under the terms of the Plan, Mr. Payne will sell 50,000 shares of the Company’s common stock on a specified date every three months beginning on June 13, 2023 and continuing through December 31, 2024. Accordingly, the maximum number of shares to be sold under the Plan is 350,000.

Any transactions under the Plan will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by applicable law.

Item 6.Exhibits.

The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are set forth in the Exhibit Index accompanying this Quarterly Report on Form 10-Q and are incorporated herein by reference.

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SIGNATURE

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


		CARRIAGE SERVICES, INC.
Date:	~~November 2, 2022~~August 7, 2023	/s/ ~~C. Benjamin Brink~~L. Kian Granmayeh
		~~C. Benjamin Brink~~L. Kian Granmayeh
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

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CARRIAGE SERVICES, INC.

INDEX OF EXHIBITS


Exhibit No.						Description
3.1						Amended and Restated Certificate of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1996, filed on March 20, 1997.

3.2						Certificate of Amendment dated May 7, 1997. Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1997, filed on November 14, 1997.

3.3						Certificate of Amendment dated May 7, 2002. Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002, filed on August 13, 2002.

3.4						Amended and Restated By-Laws of Carriage Services, Inc. dated June 21, 2023. Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2023.

*10.1						~~Release and Separation~~Second Amendment to Employment Agreement dated June 21, 2023, by and between the Company and ~~Carl Benjamin Brink, dated September 27, 2022 and effective January 2, 2023.~~ Melvin C. Payne.†

*10.2						~~Second~~Third Amendment to Employment Agreement dated ~~September 30, 2022,~~June 21, 2023, by and between the Company and ~~Steven D. Metzger.~~Carlos R. Quezada.†

*10.3						~~Second~~Third Amendment to Employment Agreement dated ~~September 30, 2022,~~June 21, 2023, by and between the Company and ~~Carlos Quezada.†~~Steven D. Metzger.

*10.4						~~Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Shawn Phillips.~~†

*31.1						Certification of Periodic Financial Reports by ~~Melvin C. Payne~~Carlos R. Quezada in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2						Certification of Periodic Financial Reports by ~~C. Benjamin Brink~~L. Kian Granmayeh in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.

**32						Certification of Periodic Financial Reports by ~~Melvin C. Payne~~Carlos R. Quezada and ~~C. Benjamin Brink~~L. Kian Granmayeh in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350.

*101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

*101.SCH						Inline XBRL Taxonomy Extension Schema Documents.

*101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

*101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

*101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

*101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

*104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

__________________


(*)			Filed herewith.
(**)			Furnished herewith.
(†)			Management contract or compensatory plan or arrangement.

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