UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2009
Carriage Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-11961
(Commission File Number)
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76-0423828
(I.R.S. Employer
Identification Number) |
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(713) 332-8400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
The disclosure contained in Item 2.03 of this Current Report on Form 8-K is hereby
incorporated into this Item 1.01 by reference.
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition.
In the press release dated November 5, 2009, Carriage Services, Inc. (the “Company”) announced
that the Company entered into a Seventh Amendment to its Credit Agreement, dated April 27, 2005. A
copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated
by this reference. The information in this Item 2.02 is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to liabilities of that Section.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant
On November 4, 2009, the Company entered into a Seventh Amendment (the “Seventh Amendment”) to
its Credit Agreement, dated April 27, 2005 (the “Credit Agreement”), with its lenders, Bank of
America, N.A. (“BofA”) and Wells Fargo Bank, N.A. (“Wells Fargo”), with BofA as its Administrative
Agent, Swing Line Lender, and L/C issuer, and Wells Fargo as its Syndication Agent. The Seventh
Amendment is effective on and as of November 4, 2009 (provided, however, that Section 1(i) of the
Seventh Amendment and subclause (2) of Section 1(i) of the Seventh Amendment shall be effective as
of April 27, 2005).
Maximum Aggregate Commitments are collateralized by all personal property and funeral home
real property in certain states. Borrowings under the Credit Agreement bear interest at either
prime or LIBOR options. The Credit Agreement is undrawn, except for $100,000 in standby letters of
credit at November 4, 2009.
The purpose of the Seventh Amendment was to: (1) amend the Maximum Aggregate Commitments under
the Credit Agreement from $20.0 million to $40.0 million, (2) provide the Company, on not more than
two occasions, the opportunity to request an increase in the Aggregate Commitments by an aggregate
amount not exceeding, $20.0 million, (3) extend the maturity date to November 4, 2012, (4) amend
the Maximum Leverage Ratio to permit the Leverage Ratio of Senior Debt to EBITA as of the end of
any period of four consecutive fiscal quarters of the Company to increase from 3.75 to 1.00
presently to 4.00 to 1.00, (5) include Real Property Collateral on businesses acquired in the
States of California, Connecticut and Texas since April 27, 2005 and (6) to revise the applicable
rates as follows:
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| Applicable Rate |
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Eurodollar |
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Rate + |
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| Pricing |
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Commitment |
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Letters of |
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Leverage Ratio |
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Fee |
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Credit |
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Base Rate + |
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Less than or equal to 2.75 to 1.00 |
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0.500 |
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3.000 |
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2.000 |
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Less than or equal to 3.75 to 1.00 but greater than 2.75 to 1.00 |
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0.500 |
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3.500 |
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2.500 |
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Greater than 3.75 to 1.00 |
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0.625 |
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4.000 |
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3.000 |
The Company determined to increase the Maximum Aggregate Commitments amount to provide
financing for acquisitions and other general corporate purposes. Carriage expects to report full
compliance with all of the financial covenants set forth in the Seventh Amendment and the Credit
Agreement for its third fiscal quarter ending on September 30, 2009.
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During the fourth quarter of fiscal year 2009, the Company expects to incur a charge for the
loss on early extinguishment of debt of approximately $72,000 to write-off the remaining unamortized fees on
the prior amendments to the Credit Agreement. The fees related to the Seventh Amendment will be
approximately $380,000 and will be amortized over the life of the amendment.
In addition to historical information, this Current Report contains forward-looking statements
within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as
amended. These forward-looking statements include any projections of cash balances and cash flows,
expenses, debt levels or other financial items; any statements of the plans, strategies and
objectives of management for future operations, including the ability to negotiate a future credit
facility; any statements regarding future economic conditions or performance; any statements of
belief; and any statements of assumptions underlying any of the foregoing. Forward-looking
statements may include the words “may”, “will”, “estimate”, “intend”, “believe”, “expect”,
“project”, “forecast”, “plan”, “anticipate” and any other similar words.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the Seventh Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
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| Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit Number |
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Title of Document |
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10.1
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Seventh Amendment to Credit Agreement, dated as of November 4, 2009 and effective as
of November 4, 2009, by and among the Company, BofA, and Wells Fargo. |
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99.1
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Press release dated November 5, 2009, announcing the Seventh Amendment to the
Credit Agreement, dated April 27, 2005. |
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