United States securities and exchange commission logo
September 22, 2021
Steve Metzger
General Counsel and Secretary
Carriage Services, Inc.
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
Re: Carriage Services,
Inc.
Form 10-K filed
March 2, 2021
Form 8-K filed July
30, 2021
File No. 001-11961
Dear Mr. Metzger:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed July 30, 2021
General
1. Throughout your press
release, we note multiple Non-GAAP financial measures were
described as "record"
performance while their respective most directly comparable GAAP
measures had no such
descriptions or were omitted. We note your headline Record
Second Quarter while
you reported a GAAP net loss for the quarter. Please revise to
present the most
directly comparable GAAP measures with equal or greater prominence.
Refer to Item
10(e)(i)(a) of Regulation S-K and Question 102.10 of the staff's Compliance
and Disclosure
Interpretation on Non-GAAP Financial Measures.
2. In your second quarter
and first half 2021 comparative performance highlights and various
tabular disclosures you
present numerous non-GAAP measures without providing the
comparable GAAP
measures with equal or greater prominence. As an example, the
highlights on page one
and two omit GAAP measures such as net income margin, funeral
operating income and
cemetery operating income. Another example is your Carriage
Steve Metzger
Carriage Services, Inc.
September 22, 2021
Page 2
High Performance Transformation table, which does not present any GAAP
measures
except revenues. Please revise to include the comparable GAAP
measures. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the staff's
Compliance and
Disclosure Interpretation on Non-GAAP Financial Measures.
3. In your reconciliations of net income (loss) to adjusted net income,
on page 22, the special
item adjustments are net of tax. Please revise your reconciliations to
reflect the impact of
income taxes as a separate adjustment and to explain how the tax
impact is calculated.
Refer to Question 102.11 of the staff's Compliance and Disclosure
Interpretation on Non-
GAAP Financial Measures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at
202-551-3651
with any other questions.
FirstName LastNameSteve Metzger Sincerely,
Comapany NameCarriage Services, Inc.
Division of
Corporation Finance
September 22, 2021 Page 2 Office of Trade
& Services
FirstName LastName