SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
(Mark One) |
|
|
|
ý |
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF |
|
|
|
|
|
|
|
For the quarterly period ended June 30, 2004 |
|
|
|
|
|
|
|
OR |
|
|
|
|
|
|
o |
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF |
|
|
|
|
|
|
|
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.) |
|
|
|
|
|
1900 Saint James Place, 4th Floor, Houston, TX |
|
77056 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number, including area code: (713) 332-8400 |
||
________________________
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes o No ý
The number of shares of the Registrant’s Common Stock, $.01 par value per share, outstanding as of August 10, 2004 was 17,834,606.
CARRIAGE SERVICES, INC.
INDEX
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CARRIAGE SERVICES, INC.
(in thousands, except share data)
|
|
|
December 31, |
|
June 30, |
|
||
|
|
|
|
|
(unaudited) |
|
||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
2,024 |
|
$ |
2,437 |
|
|
Accounts receivable — |
|
|
|
|
|
||
|
Trade, net of allowance for doubtful accounts of $1,370 in 2003 and $1,151 in 2004 |
|
15,564 |
|
12,121 |
|
||
|
Other |
|
505 |
|
570 |
|
||
|
|
|
16,069 |
|
12,691 |
|
||
|
Assets held for sale |
|
— |
|
2,938 |
|
||
|
Inventories and other current assets |
|
9,797 |
|
9,948 |
|
||
|
Total current assets |
|
27,890 |
|
28,014 |
|
||
|
|
|
|
|
|
|
||
|
Preneed receivables and trust investments: |
|
|
|
|
|
||
|
Cemetery |
|
— |
|
65,759 |
|
||
|
Funeral |
|
— |
|
51,124 |
|
||
|
Receivable from funeral trusts |
|
73,706 |
|
18,921 |
|
||
|
Preneed cemetery merchandise and service trust funds |
|
48,237 |
|
— |
|
||
|
Property, plant and equipment, at cost, net of accumulated depreciation of $35,671 in 2003 and $37,684 in 2004 |
|
110,964 |
|
106,415 |
|
||
|
Cemetery property, at cost |
|
64,124 |
|
63,675 |
|
||
|
Goodwill |
|
159,672 |
|
157,139 |
|
||
|
Deferred charges and other non-current assets |
|
54,324 |
|
42,226 |
|
||
|
Cemetery perpetual care trust investments |
|
— |
|
30,630 |
|
||
|
Total assets |
|
$ |
538,917 |
|
$ |
563,903 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable and accrued liabilities |
|
$ |
22,911 |
|
$ |
21,607 |
|
|
Liabilities associated with assets held for sale |
|
— |
|
354 |
|
||
|
Current portion of long-term debt and capital leases obligations |
|
24,400 |
|
24,120 |
|
||
|
Total current liabilities |
|
47,311 |
|
46,081 |
|
||
|
|
|
|
|
|
|
||
|
Senior long-term debt, net of current portion |
|
105,575 |
|
91,500 |
|
||
|
Convertible junior subordinated debentures due in 2029 to an affiliated trust |
|
— |
|
93,750 |
|
||
|
Obligations under capital leases, net of current portion |
|
5,504 |
|
5,466 |
|
||
|
Distributions payable on convertible preferred securities |
|
3,876 |
|
— |
|
||
|
Deferred interest on convertible junior subordinated debentures |
|
— |
|
7,323 |
|
||
|
Deferred cemetery revenue |
|
99,108 |
|
48,381 |
|
||
|
Deferred preneed funeral contracts revenue |
|
81,286 |
|
32,869 |
|
||
|
Non-controlling interests in funeral and cemetery trust investments |
|
— |
|
97,242 |
|
||
|
Total liabilities |
|
342,660 |
|
422,612 |
|
||
|
|
|
|
|
|
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
Non-controlling interests in perpetual care trust investments |
|
— |
|
32,065 |
|
||
|
Company-obligated mandatorily redeemable convertible preferred securities of Carriage Services Capital Trust |
|
90,327 |
|
— |
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Common Stock, $.01 par value; 80,000,000 shares authorized; 17,545,000 and 17,798,000 shares issued and outstanding at December 31, 2003 and June 30, 2004, respectively |
|
175 |
|
178 |
|
||
|
Contributed capital |
|
186,679 |
|
187,634 |
|
||
|
Accumulated deficit |
|
(80,290 |
) |
(77,697 |
) |
||
|
Deferred compensation |
|
(634 |
) |
(889 |
) |
||
|
Total stockholders’ equity |
|
105,930 |
|
109,226 |
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
538,917 |
|
$ |
563,903 |
|
The accompanying condensed notes are an integral part of these consolidated financial statements.
3
CARRIAGE SERVICES, INC.
(unaudited and in thousands, except per share data)
|
|
|
For the
three months |
|
For the six
months |
|
||||||||
|
|
|
2003 |
|
2004 |
|
2003 |
|
2004 |
|
||||
|
Revenues, net |
|
|
|
|
|
|
|
|
|
||||
|
Funeral |
|
$ |
27,971 |
|
$ |
27,760 |
|
$ |
57,399 |
|
$ |
58,640 |
|
|
Cemetery |
|
9,165 |
|
9,921 |
|
17,517 |
|
19,702 |
|
||||
|
|
|
37,136 |
|
37,681 |
|
74,916 |
|
78,342 |
|
||||
|
Costs and expenses |
|
||||||||||||