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| STON > SEC Filings for STON > Form 8-K on 12-Nov-2009 | All Recent SEC Filings |
12-Nov-2009
Regulation FD Disclosure
In connection with certain securities offerings that StoneMor Partners L.P. (the "Partnership") announced on November 10, 2009, the Partnership is providing the following information. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Adjusted EBITDA
The following table sets forth Adjusted EBITDA for the Partnership for the
periods indicated:
Twelve
Months
Nine Months Ended Ended
Year Ended December 31, September 30, September 30,
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Management and external users of the Partnership's financial information, such as its investors, use Adjusted EBITDA as an important financial measure to assess its performance and liquidity, including the ability of its assets to generate cash sufficient to pay interest on its indebtedness, meet capital expenditure and working capital requirements and otherwise meet its obligations as they become due.
Adjusted EBITDA represents net income before interest, taxes, depreciation and amortization and before the following items:
• Amortization of cemetery property, an expense item resulting from sales of burial lots, lawn crypts and mausoleum crypts, which is based on the historical allocation of original cemetery acquisition and construction costs to individual burial lots and crypts. Management considers this expense to represent the depletion of the Partnership's interment spaces that are available for sale;
• Non-cash unit-based compensation, an expense representing the fair value of share based payment awards made to employees. The Partnership issued certain key employees and management unit-based compensation in the form of unit appreciation rights and phantom units;
• Increase in deferred revenues, which represents the increase in revenue on merchandise and services sold and investment income earned in trust for which the Partnership has not yet delivered the underlying merchandise or performed the underlying service as accounting principles generally accepted in the United States ("GAAP") requires before revenue may be recognized; and
• Increase in deferred costs and expenses, which represents the increase in associated costs of merchandise and services sold for which the Partnership has not yet delivered the underlying merchandise or performed the underlying service as GAAP requires before the associated costs and expenses may be recognized.
Because Adjusted EBITDA includes increases in revenues and costs and expenses that otherwise would be deferred under GAAP, it is able to reflect such revenues from contracts written and their related costs and expenses generated in a particular period.
Adjusted EBITDA, as presented above, is a supplemental measure of the Partnership's performance and liquidity that is not required by, or presented in accordance with, GAAP. It is not a measure of the Partnership's financial performance or liquidity under GAAP and should not be considered as an alternative to net income or any other performance measure or to net cash provided by operating activities or any other liquidity measure, in each case as derived in accordance with GAAP.
There are material limitations to using measures such as Adjusted EBITDA, including the difficulty associated with using any such measure as a sole measure to compare the results of one company to another and the
The following tables present the calculation of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income and net cash provided by operating activities on an historical basis for the periods presented.
Twelve
Months
Nine Months Ended Ended
Year Ended December 31, September 30, September 30,
2006 2007 2008 2008 2009 2009
(dollars in thousands)
Net income 3,040 2,786 4,556 3,025 2,174 3,705
Interest expense 7,491 9,075 12,714 9,521 10,269 13,462
Total income taxes 1,427 625 80 568 (1,019 ) (1,507 )
Depreciation and amortization 3,501 3,891 5,029 3,394 4,718 6,353
Amortization cemetery property 5,287 5,791 6,368 4,438 4,629 6,559
Non-cash unit-based
compensation 1,212 4,741 2,262 1,889 1,138 1,511
Increase in deferred
revenues(a) 13,068 17,428 25,720 21,396 28,036 32,360
Increase in deferred costs and
expenses (5,078 ) (3,473 ) (9,378 ) (7,382 ) (10,144 ) (12,140 )
Adjusted EBITDA $ 29,948 $ 40,864 $ 47,351 $ 36,849 $ 39,801 $ 50,303
Cashflow from operations $ 18,339 $ 18,973 $ 21,144 $ 19,095 $ 14,723 $ 16,772
Interest expense 7,491 9,075 12,714 9,521 10,269 13,462
Total Income Taxes 1,427 625 80 568 (1,019 ) (1,507 )
Amortization of cemetery
property 5,287 5,791 6,368 4,438 4,629 6,559
Increase in Deferred revenues 13,068 17,428 25,720 21,396 28,036 32,360
Increase in deferred costs and
expenses (5,078 ) (3,473 ) (9,378 ) (7,382 ) (10,144 ) (12,140 )
Changes in operating working
capital
Accounts receivable (5,990 ) 2,430 6,678 5,000 6,163 7,841
Allowance for doubtful accounts (1,225 ) (10 ) (513 ) (1,705 ) (316 ) 876
Merchandise trust fund 3,517 5,223 453 (66 ) 4,554 5,073
Prepaid expenses 385 (196 ) (963 ) (542 ) 736 315
Other current assets 3,020 3,591 900 324 399 975
Other assets (862 ) (159 ) 696 723 387 360
Accounts payable and accrued
and other liabilities (4,441 ) (7,717 ) (717 ) 2,699 1,182 (2,234 )
Deferred selling and obtaining
costs 3,118 2,162 5,959 4,661 6,314 7,612
Deferred cemetery revenue (11,159 ) (15,668 ) (22,414 ) (18,700 ) (24,612 ) (28,326 )
Deferred taxes (net) - - 564 - 1,412 1,976
Merchandise liability 8,109 7,171 5,366 1,799 2,004 5,571
Cost of lots sold (4,605 ) (4,382 ) (5,306 ) (4,980 ) (4,026 ) (4,352 )
Previously capitalized
acquisition costs - - - - (1,365 ) (1,365 )
Gain on sale of funeral home - - - - 475 475
Other non-cash (453 ) - - - - -
Adjusted EBITDA $ 29,948 $ 40,864 $ 47,351 $ 36,849 $ 39,801 $ 50,303
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(a) The increase in deferred revenues does not directly tie to the change in deferred cemetery revenues, net, that can be calculated by comparing the Partnership's balance sheet position at different points in time. This is because deferred cemetery revenues, net, as presented on the Partnership's balance sheet also includes deferred unrealized gains and losses on our merchandise trust asset. Changes in these unrealized gains and losses are not included in net income.
Ratio of Earnings to Fixed Charges
The following table sets forth the ratio of earnings to fixed charges for
Partnership for the periods indicated:
Cornerstone
Family
Services, Inc./
StoneMor
Partners L.P.(1) StoneMor Partners L.P.
Nine Months Ended
Year Ended December 31, September 30,
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Ratio of Earnings to Fixed Charges(2) 0.60 x 1.82x 1.54x 1.34x 1.34x 1.35x 1.10x
(1) On April 2, 2004, StoneMor Partners L.P. was formed. On September 20, 2004, in connection with its initial public offering, Cornerstone Family Services Inc. and its subsidiaries contributed to the Partnership substantially all of the assets, liabilities and businesses owned and operated by it, and then converted into CFSI LLC. This transfer represented a reorganization of entities under common control and was recorded at historical cost. The ratio of earnings to fixed charges for the year ended December 31, 2004 includes the operations of Cornerstone Family Services Inc. from January 1, 2004 through September 19, 2004 and StoneMor Partners L.P. from September 20, 2004 through December 31, 2004.
(2) For purposes of computing the ratio of earnings to fixed charges, "earnings" consists of pre-tax income from continuing operations plus fixed charges (excluding capitalized interest). "Fixed charges" represents interest incurred (whether expenses or capitalized) and amortized premiums, discounts and capitalized expenses related to indebtedness. The amount of the deficiency for the year ended December 31, 2004 was $4.3 million.
Revenue Mix
The following table sets forth the revenue mix of the Partnership for the year
ended December 31, 2008:
Source of revenue %
Pre-need sales 37 %
At-need sales 35 %
Funeral homes 13 %
Investment income 11 %
Interest 3 %
Other 1 %
Total 100 %
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Pre-Need Sales
• Leads are generated and appointments made
• 40% of leads result in a presentation
• 20-25% of all presentations result in a sale
• Pre-need sale is usually financed on terms averaging 33 months
• 22% of such sales are cash at the time of the sale
• Customers make monthly payments, including interest, on financed sales
• Down payments average 13%
• Finance charges range from 7% to 12%
Dignity 2007 Acquisition
On December 21, 2007, the Partnership completed the acquisition of 45 cemeteries, 30 funeral homes and one pet cemetery from Service Corporation International (NYSE: SCI) and other entities for the aggregate purchase price of $68.0 million in cash, subject to various post closing adjustments. The following information compares
2008 Accrual 2008 SAB Amount Deferred
(dollars in thousands)
Sales $ 30,903 $ 21,386 $ 9,517 (1)
Services and Other Income 14,386 11,515 2,871 (1)
Funeral Home 13,042 13,042 -
Total Revenues $ 58,331 $ 45,943 $ 12,388
Cost of Sales $ 4,954 $ 3,388 $ 1,566 (2)
Selling Expenses 9,035 6,609 2,426 (2)
Cemetery Expenses 10,015 10,015 -
General and Administrative Expenses 4,338 4,338 -
Funeral Home Expenses 10,379 10,379 -
Total Costs and Expenses $ 38,721 $ 34,729 $ 3,992
Operating Expenses $ 19,610 $ 11,214
EBITDA $ 21,142 $ 12,623
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(1) Variance on net deferred revenue on balance sheet.
(2) Variance in deferred selling and obtaining cost on balance sheet.
In accordance with General Instruction B.2 of Form 8-K, the above information is being furnished under Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") , or otherwise subject to the liabilities of that section, unless the Partnership specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
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