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): February 12, 2019

 

 

StoneMor Partners L.P.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-32270   80-0103159

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

3600 Horizon Boulevard Trevose, PA   19053
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (215) 826-2800

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition

On February 12, 2019, StoneMor Partners L.P. (the “Partnership”) issued a press release (the “Press Release”) providing certain preliminary and unaudited financial results for the six months ended June 30, 2018. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 incorporated by reference herein, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing made by the Partnership pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, other than to the extent that such filing incorporates any or all of such information by express reference thereto.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

Number

  

Description

99.1    Press Release dated February 12, 2019.*

 

*

Furnished herewith.


SIGNATURES

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

 

Date: February 12, 2019     STONEMOR PARTNERS L.P.
    By:  

StoneMor GP LLC

its general partner

    By:  

/s/ Mark L. Miller

      Mark L. Miller
      Chief Financial Officer and Senior Vice President

Exhibit 99.1

 

LOGO

 

CONTACT:

   John McNamara
   Director - Investor Relations
   StoneMor Partners L.P.
     (215) 826-2945

 

 

STONEMOR PARTNERS L.P. REPORTS FINANCIAL RESULTS FOR 2018 SECOND QUARTER

TREVOSE, PA – February  12, 2019 – StoneMor Partners L.P. (NYSE: STON) (“StoneMor” or the “Partnership”) , a leading owner and operator of cemeteries and funeral homes, today reported financial results for the three and six month periods ended June 30, 2018. Investors are encouraged to read the Partnership’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”), which contains additional details, and can be found at  www.stonemor.com .

Joe Redling, StoneMor’s President and Chief Executive Officer, said, “The second quarter of 2018 generated stable year over year results in many of our key performance metrics such as interments performed, net interment rights sold and cemetery contracts written. As a reminder, our financial results for the period did not yet reflect the impact of our reorganization and cost reduction efforts, which we began in the second half of 2018, and, as we previously disclosed, will take time to deliver the full results we seek. The recently reported amendment to our credit facility and financing agreement are key components of the foundation for future success, and we expect to become current in our financial filings shortly. We believe the actions we’ve taken to reorganize the business, align expenses and put the company on a better financial foundation will support improvements in 2019.”

SECOND QUARTER AND SIX MONTH FINANCIAL PERFORMANCE

 

   

For the three months ended June 30, 2018, revenues were $81.6 million compared to $86.0 million in the prior year period. 2018 six-month revenues were $159.5 million compared to $168.9 million in the prior year period. Two factors were largely responsible for the unfavorable comparison. In the first half of 2017, revenues benefited from a large backlog of preneed cemetery merchandise that became available to be serviced and the adoption of ASC 606 in 2018 which resulted in a reduction associated with the deferral of revenue from document fees, combined with decrease in land sales.

 

   

Second quarter net loss was $17.0 million compared to $11.6 million in the prior year period. Year-to-date net loss was $34.9 million compared to $20.1 million. The increased losses were driven largely by the unfavorable comparisons previously mentioned, increased expenses related to the adoption of ASC 606, advertising and employee benefits, as well as the continued impact of higher corporate overhead related to professional fees associated with delayed financial filings and legal costs.

 

1


   

As of June 30, 2018, year-to-date cash from operations was $15.4 million, largely equal to the prior year period.

 

   

Merchandise trust value at June 30, 2018 was $511.9 million compared to $515.5 million at December 31, 2017.

 

   

Deferred revenue at June 30, 2018 was $933.2 million compared to $912.6 million at December 31, 2017.

 

   

As of June 30, 2018, the Partnership had $15.0 million of cash and cash equivalents and $322.6 million of total debt, including $156.9 million outstanding under its revolving credit facility.

*    *    *

About StoneMor Partners L.P.

StoneMor Partners L.P., headquartered in Trevose, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 322 cemeteries and 90 funeral homes in 27 states and Puerto Rico.

StoneMor is the only publicly traded death care company structured as a partnership. StoneMor’s cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. For additional information about StoneMor Partners L.P., please visit StoneMor’s website, and the investors section, at http://www.stonemor.com .

 

2


Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release, including, but not limited to, information regarding the expected timing of filings and operational improvements, are forward-looking statements. Generally, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “expect,” “predict” and similar expressions identify these forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on management’s current expectations and estimates. These statements are neither promises nor guarantees and are made subject to certain risks and uncertainties that could cause actual results to differ materially from the results stated or implied in this press release. StoneMor’s major risks are related to our substantial secured and unsecured indebtedness, our ability to refinance our secured indebtedness in the near term, uncertainties associated with the cash flow from pre-need and at-need sales, trusts and financings, which may impact StoneMor’s ability to meet its financial projections, service its debt and resume paying distributions, as well as with StoneMor’s ability to maintain an effective system of internal control over financial reporting and disclosure controls and procedures.

StoneMor’s additional risks and uncertainties include, but are not limited to: the consequences of the Partnership’s delinquent filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (the “Delinquent Report”), including that the U.S. Securities and Exchange Commission could institute an administrative proceeding seeking the revocation of the registration of the Partnership’s common units under the Exchange Act, and that the Partnership remains delinquent in its required filings with the New York Stock Exchange (“NYSE”) and could ultimately face the possible delisting of its common units from the NYSE; the potential for defaults under the Partnership’s amended credit facility if the Delinquent Report is not filed within the period specified therein or the indenture governing its senior notes if the Partnership fails to file it within 120 days after notice from the trustee under the indenture; the Partnership’s ability to obtain relief from its creditors if it cannot file the Delinquent Report within the period prescribed by the Partnership’s amended credit facility or within 120 days after notice from the trustee under the indenture governing its senior notes, the terms on which such relief might be granted and any restrictions that might be imposed in connection with any relief that might be obtained; uncertainty associated with the consummation of the Partnership’s reorganization transactions; StoneMor’s ability to successfully implement its strategic plan relating to achieving operating improvements, including improving sales productivity and reducing operating expenses; the effect of economic downturns; the impact of StoneMor’s significant leverage on its operating plans; the decline in the fair value of certain equity and debt securities held in StoneMor’s trusts; StoneMor’s ability to attract, train and retain an adequate number of sales people; uncertainties associated with the volume and timing of pre-need sales of cemetery services and products; increased use of cremation; changes in the death rate; changes in the political or regulatory environments, including potential changes in tax accounting and trusting policies; StoneMor’s ability to successfully compete in the cemetery and funeral home industry; litigation or legal proceedings that could expose StoneMor to significant liabilities and damage StoneMor’s reputation, including but not limited to litigation and governmental investigations or proceedings arising out of or related to accounting and financial reporting matters; the effects of cyber security attacks due to StoneMor’s significant reliance on information technology; uncertainties relating to the financial condition of third-party insurance companies that fund StoneMor’s pre-need funeral contracts; and various other uncertainties associated with the death care industry and StoneMor’s operations in particular.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in StoneMor’s Annual Report on Form 10-K and the other reports that StoneMor files with the Securities and Exchange Commission, from time to time. Except as required under applicable law, StoneMor assumes no obligation to update or revise any forward-looking statements made herein or any other forward-looking statements made by it, whether as a result of new information, future events or otherwise.

 

3


STONEMOR PARTNERS L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

 

     June 30, 2018     December 31, 2017  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 14,979     $ 6,821  

Accounts receivable, net of allowance

     66,837       79,116  

Prepaid expenses

     9,180       4,580  

Assets held for sale

     1,343       1,016  

Other current assets

     17,930       21,453  
  

 

 

   

 

 

 

Total current assets

     110,269       112,986  

Long-term accounts receivable, net of allowance

     95,421       105,935  

Cemetery property

     335,037       333,404  

Property and equipment, net of accumulated depreciation

     113,229       114,090  

Merchandise trusts, restricted, at fair value

     511,852       515,456  

Perpetual care trusts, restricted, at fair value

     340,364       339,928  

Deferred selling and obtaining costs

     112,025       126,398  

Deferred tax assets

     92       84  

Goodwill

     24,862       24,862  

Intangible assets, net

     62,342       63,244  

Other assets

     25,161       19,695  
  

 

 

   

 

 

 

Total assets

   $ 1,730,654     $ 1,756,082  
  

 

 

   

 

 

 

Liabilities and Partners’ Capital

    

Current liabilities:

    

Accounts payable and accrued liabilities

   $ 51,926     $ 43,023  

Accrued interest

     1,912       1,781  

Current portion, long-term debt

     2,139       1,002  
  

 

 

   

 

 

 

Total current liabilities

     55,977       45,806  

Long-term debt, net of deferred financing costs

     320,495       317,693  

Deferred revenues, net

     933,159       912,626  

Deferred tax liabilities

     6,623       9,638  

Perpetual care trust corpus

     340,364       339,928  

Other long-term liabilities

     43,464       38,695  
  

 

 

   

 

 

 

Total liabilities

     1,700,082       1,664,386  
  

 

 

   

 

 

 

Commitments and contingencies

    

Partners’ capital (deficit):

    

General partner interest

     (3,615     (2,959

Common limited partners’ interest

     34,187       94,655  
  

 

 

   

 

 

 

Total partners’ capital

     30,572       91,696  
  

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 1,730,654     $ 1,756,082  
  

 

 

   

 

 

 

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

 

4


STONEMOR PARTNERS L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per unit data)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2018     2017     2018     2017  

Revenues:

        

Cemetery:

        

Interments

   $ 20,789     $ 19,641     $ 40,414     $ 37,620  

Merchandise

     17,116       18,834       33,743       37,131  

Services

     17,737       18,619       34,228       35,132  

Investment and other

     12,038       13,652       21,538       26,390  

Funeral home:

        

Merchandise

     6,522       6,749       13,951       14,585  

Services

     7,369       8,457       15,642       18,040  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     81,571       85,952       159,516       168,898  
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and Expenses:

        

Cost of goods sold

     13,086       12,043       26,521       25,562  

Cemetery expense

     21,007       20,124       38,421       36,821  

Selling expense

     17,166       15,623       33,422       32,082  

General and administrative expense

     10,163       9,753       21,121       19,710  

Corporate overhead

     15,165       16,067       26,992       27,171  

Depreciation and amortization

     3,071       3,391       6,116       6,846  

Funeral home expenses:

        

Merchandise

     1,108       1,623       3,586       3,383  

Services

     5,582       5,454       11,100       11,153  

Other

     3,961       4,987       9,001       10,332  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     90,309       89,065       176,280       173,060  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other losses

     —         (1,071     (5,205     (1,071

Interest expense

     (8,107     (6,741     (15,220     (13,447
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (16,845     (10,925     (37,189     (18,680

Income tax benefit (expense)

     (172     (657     2,249       (1,463
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (17,017   $ (11,582   $ (34,940   $ (20,143
  

 

 

   

 

 

   

 

 

   

 

 

 

General partner’s interest

   $ (177   $ (121   $ (364   $ (210

Limited partners’ interest

   $ (16,840   $ (11,461   $ (34,576   $ (19,933

Net loss per limited partner unit (basic and diluted)

   $ (0.44   $ (0.30   $ (0.91   $ (0.53

Weighted average number of limited partners’ units outstanding (basic and diluted)

     37,958       37,957       37,958       37,938  

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

 

5


STONEMOR PARTNERS L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

     Six Months Ended June 30,  
     2018     2017  

Cash Flows From Operating Activities:

    

Net loss

   $ (34,940   $ (20,143

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Cost of lots sold

     3,489       5,661  

Depreciation and amortization

     6,116       6,846  

Provision for bad debt

     1,644       2,682  

Non-cash compensation expense

     1,913       488  

Non-cash interest expense

     3,215       2,195  

Non-cash impairment charge and other losses

     5,205       872  

Changes in assets and liabilities:

    

Accounts receivable, net of allowance

     1,195       (4,946

Merchandise trust fund

     (4,181     43,915  

Other assets

     (1,395     (3,125

Deferred selling and obtaining costs

     (4,184     (6,287

Deferred revenues, net

     33,599       (17,633

Deferred taxes, net

     (2,649     944  

Payables and other liabilities

     6,377       4,031  
  

 

 

   

 

 

 

Net cash provided by operating activities

     15,404       15,500  
  

 

 

   

 

 

 

Cash Flows From Investing Activities:

    

Cash paid for capital expenditures

     (7,626     (3,311

Cash paid for acquisitions

     (833     —    

Proceeds from divestitures

     —         451  

Proceeds from asset sales

       401  
  

 

 

   

 

 

 

Net cash used in investing activities

     (8,459     (2,459
  

 

 

   

 

 

 

Cash Flows From Financing Activities:

    

Cash distributions

     —         (24,545

Proceeds from borrowings

     16,880       62,792  

Repayments of debt

     (12,896     (56,256

Cost of financing activities

     (2,771     (776
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     1,213       (18,785
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     8,158       (5,744

Cash and cash equivalents - Beginning of period

     6,821       12,570  
  

 

 

   

 

 

 

Cash and cash equivalents - End of period

   $ 14,979     $ 6,826  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid during the period for interest

   $ 12,865     $ 11,118  

Cash paid during the period for income taxes

   $ 709     $ 2,630  

Non-cash investing and financing activities:

    

Acquisition of assets by financing

   $ 688     $ 1,384  

Classification of assets as held for sale

   $ 543     $ 1,169  

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

 

6


SUPPLEMENTAL OPERATING DATA

 

     Three Months Ended June 30,      Six Months Ended June 30,  
     2018      2017      2018      2017  

Interments performed

     14,102        13,627        28,674        28,057  

Interment rights sold (1)

           

Lots

     8,941        8,604        15,477        15,856  

Mausoleum crypts (including pre-construction)

     301        553        847        1,083  

Niches

     430        492        859        962  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net interment rights sold (1)

     9,672        9,649        17,183        17,901  
  

 

 

    

 

 

    

 

 

    

 

 

 

Number of pre-need cemetery contracts written

     11,547        12,087        21,709        23,523  

Number of at-need cemetery contracts written

     15,276        15,575        30,003        30,859  
  

 

 

    

 

 

    

 

 

    

 

 

 

Number of cemetery contracts written

     26,823        27,662        51,712        54,382  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Net of cancellations. Sales of double-depth burial lots are counted as two sales

 

7