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Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

STOCKHOLDERS’ EQUITY

Restricted Stock

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


	Three months ended March 31,
	2021			2022
	Shares	Fair Value		Shares	Fair Value
Granted(1)	9,300	$	324	—	$	—
Returned for payroll taxes	9,688	$	347	4,185	$	207
Cancelled	—	$	—	1,000	$	31

(1)

Restricted stock granted during the three months ended March 31 2021 vests over a three-year period, if the employee has remained continuously employed by us during the vesting period, at a weighted average stock price of $34.79.

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for restricted stock awards of $121,000 and $57,000, for the three months ended March 31, 2021 and 2022, respectively.

Stock Options

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


	Three months ended March 31,
	2021			2022
	Shares	Fair Value		Shares	Fair Value
Granted(1)	701,400	$	7,115	58,500	$	959
Granted(2)	—	$	—	310,000	$	5,388
Cancelled	3,840	$	24	7,000	$	71



(1)			Stock options granted during the three months ended March 31, 2021 and 2022 had a weighted average price of $34.79 and $49.48, respectively. The fair value of these options was calculated using the Black-Scholes option pricing model. The options granted in 2021 and 2022 vest over a five-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 three months ended March 31, 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.

Additionally, during the three months ended March 31, 2021, we granted 150,000 options to a certain 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.

The fair value of the options granted during the three months ended March 31, 2022 were estimated using the Black-Scholes option pricing model with the following assumptions:



Grant Date	February 23, 2022
Expected holding period (years)	7.00	5.00
Awards granted	310,000	58,500
Dividend yield	0.91%	0.91%
Expected volatility	34.35%	33.18%
Risk-free interest rate	1.98%	1.89%
Black-Scholes value	$17.38	$16.39

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


	Three months ended March 31,
	2021			2022
	Shares	Cash		Shares	Cash
Exercised(1)	101,000	N/A		18,736	N/A
Returned for option price(2)	62,766	$	147	8,125	$	60
Returned for payroll taxes(3)	8,011	$	295	1,601	$	82



(1)			Stock options exercised during the three months ended March 31, 2021 and 2022 had a weighted average exercise price of $24.18 and $25.88, respectively, with an aggregate intrinsic value of $1.3 million and $0.5 million, respectively.
(2)			Represents shares withheld/cash received for the payment of the option price.
(3)			Represents shares withheld/cash paid for the payment of payroll taxes.

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for stock options of $560,000 and $638,000, for the three months ended March 31, 2021 and 2022, respectively.

Performance Awards

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


	Three months ended March 31,
	2021			2022
	Shares	Fair Value		Shares	Fair Value
Granted	—	$	—	3,750	$	162
Cancelled	27,948	$	268	6,987	$	67

The fair value of the performance awards granted during the three months ended March 31, 2022 was determined by using the Monte-Carlo simulation pricing model with the following assumptions:


Grant Date	February 23, 2022
Performance Period	February 23, 2022 - December 31, 2024
Simulation period (years)	2.85
Share price at grant date	$49.48
Expected volatility	44.0	%
Risk-free interest rate	1.75	%

We recorded stock-based compensation expense, which is included in General, administrative and other expenses, for performance awards of $237,000 and $566,000 for the three months ended March 31, 2021 and 2022, respectively.

Employee Stock Purchase Plan

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


	Three months ended March 31,
	2021			2022
	Shares	Price		Shares	Price
ESPP	18,182	$	26.32	13,293	$	45.33

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
Dividend yield			0.01%
Expected volatility			30.24%
Risk-free interest rate			0.08%, 0.22%, 0.31%, 0.40%
Expected life (years)			0.25, 0.50, 0.75, 1.00

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 $206,000 and $199,000 for the three months ended March 31, 2021 and 2022, respectively.

Good To Great Incentive Program

During the three months ended March 31, 2022, we issued 27,448 shares of our common stock to certain employees, which were valued at approximately $1.4 million at a grant date stock price of $49.48. During the three months ended March 31, 2021, we did not issue any shares of common stock related to this incentive program.

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 March 31,
	2021			2022
	Shares	Fair Value		Shares	Fair Value
Board of Directors	5,040	$	177	2,669	$	142
Advisor to the Board	142	$	5	93	$	5

(1)

Common stock granted during the three months ended March 31, 2021 and 2022 had a weighted average price of $35.19 and $53.33, respectively.

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 $236,000 and $201,000 for the three months ended March 31, 2021 and 2022, 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”). Prior to the Board's approval of the increase, we had $8.1 million remaining available for repurchase under our authorized program.

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


	Three months ended March 31
	2021		2022
Number of Shares Repurchased(1)	—		490,000
Average Price Paid Per Share	$	—	$	53.08
Dollar Value of Shares Repurchased(1)	$	—	$	26,010

(1)

During the three months ended March 31, 2022, 52,242 shares settled in April 2022, which had a cost of $2.8 million.

Our shares were purchased in the open market at times and in amounts as management determined appropriate based on factors such as market conditions, legal requirements and other business considerations. Shares purchased pursuant to the repurchase program are currently held as treasury shares. At March 31, 2022, our share repurchase program had $57.1 million authorized for repurchases.

Cash Dividend

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


2022	Per Share		Dollar Value
March 1st	$	0.1125	$	1,725



2021	Per Share		Dollar Value
March 1st	$	0.1000	$	1,799