SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 15. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Partnership’s Senior Secured Notes are guaranteed by the Partnership’s 100% owned subsidiaries, other than the co-issuer, as described in Note 8 Long-Term Debt. The guarantees are full, unconditional, joint and several. The Partnership, or the "Parent," and its 100% owned subsidiary, Cornerstone Family Services of West Virginia Subsidiary Inc., are the co-issuers of the Senior Secured Notes. The Partnership’s unaudited condensed consolidated financial statements as of September 30, 2019 and December 31, 2018 and for the three and nine months ended September 30, 2019 and 2018 include the accounts of cemeteries operated under long-term leases, operating agreements and management agreements. For the purposes of this note, these entities are deemed non-guarantor subsidiaries, as they are not 100% owned by the Partnership. The Partnership’s unaudited condensed consolidated financial statements also contain merchandise and perpetual care trusts that are also non-guarantor subsidiaries for the purposes of this note. The financial information presented below reflects the Partnership’s standalone accounts, the combined accounts of the subsidiary co-issuer, the combined accounts of the guarantor subsidiaries, the combined accounts of the non-guarantor subsidiaries, the consolidating adjustments and eliminations and the Partnership’s consolidated accounts as of September 30, 2019 and December 31, 2018 and for the three and nine months ended September 30, 2019 and 2018. For the purpose of the following financial information, the Partnership’s investments in its subsidiaries and the guarantor subsidiaries’ investments in their respective subsidiaries are presented in accordance with the equity method of accounting (in thousands): CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED) September 30, 2019 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ 42,066 $ 1,449 $ — $ 43,515 Restricted cash — — 20,580 — — 20,580 Other current assets — 3,470 69,812 11,966 — 85,248 Total current assets — 3,470 132,458 13,415 — 149,343 Long-term accounts receivable — 2,906 64,918 10,314 — 78,138 Cemetery and funeral home property and equipment — 696 404,948 31,960 — 437,604 Merchandise trusts — — — 519,529 — 519,529 Perpetual care trusts — — — 343,028 — 343,028 Deferred selling and obtaining costs — 5,580 90,236 17,785 — 113,601 Intangible assets — — 187 56,375 — 56,562 Other assets — — 29,939 2,779 — 32,718 Investments in and amounts due from affiliates eliminated upon consolidation — — 649,920 — (649,920 ) — Total assets $ — $ 12,652 $ 1,372,606 $ 995,185 $ (649,920 ) $ 1,730,523 Liabilities, Redeemable Convertible Preferred Units and Partners’ Capital (Deficit) Current liabilities — 150 63,418 1,520 — 65,088 Long-term debt, net of deferred financing costs — — 362,173 — — 362,173 Deferred revenues — 32,926 797,538 113,091 — 943,555 Perpetual care trust corpus — — — 343,028 — 343,028 Other long-term liabilities — — 46,820 16,384 — 63,204 Investments in and amounts due to affiliates eliminated upon consolidation 46,525 259,737 — 570,954 (877,216 ) — Total liabilities 46,525 292,813 1,269,949 1,044,977 (877,216 ) 1,777,048 Redeemable convertible preferred units 57,500 — — — — 57,500 Partners’ capital (deficit) (104,025 ) (280,161 ) 102,657 (49,792 ) 227,296 (104,025 ) Total liabilities, redeemable convertible preferred units and partners’ capital (deficit) $ — $ 12,652 $ 1,372,606 $ 995,185 $ (649,920 ) $ 1,730,523 CONSOLIDATING BALANCE SHEET December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents, excluding restricted cash $ — $ — $ 16,298 $ 1,849 $ — $ 18,147 Restricted cash — — — — — — Other current assets — 3,718 64,924 11,527 — 80,169 Total current assets — 3,718 81,222 13,376 — 98,316 Long-term accounts receivable — 3,118 71,708 12,322 — 87,148 Cemetery and funeral home property and equipment — 806 409,201 33,550 — 443,557 Merchandise trusts — — — 488,248 — 488,248 Perpetual care trusts — — — 330,562 — 330,562 Deferred selling and obtaining costs — 5,511 88,705 18,444 — 112,660 Goodwill and intangible assets — — 25,676 60,607 — 86,283 Other assets — — 19,403 2,924 — 22,327 Investments in and amounts due from affiliates eliminated upon consolidation 61,875 (586 ) 539,997 — (601,286 ) — Total assets $ 61,875 $ 12,567 $ 1,235,912 $ 960,033 $ (601,286 ) $ 1,669,101 Liabilities, Redeemable Convertible Preferred Units and Partners’ Capital (Deficit) Current liabilities $ — $ 184 $ 60,216 $ 1,400 $ — $ 61,800 Long-term debt, net of deferred financing costs 68,453 105,160 146,635 — — 320,248 Deferred revenues — 32,147 770,337 111,802 — 914,286 Perpetual care trust corpus — — — 330,562 — 330,562 Other long-term liabilities — — 33,553 15,230 — 48,783 Due to affiliates — — 173,613 543,543 (717,156 ) — Total liabilities 68,453 137,491 1,184,354 1,002,537 (717,156 ) 1,675,679 Redeemable convertible preferred units — — — — — — Partners’ capital (deficit) (6,578 ) (124,924 ) 51,556 (42,502 ) 115,870 (6,578 ) Total liabilities, redeemable convertible preferred units and partners’ capital (deficit) $ 61,875 $ 12,567 $ 1,235,910 $ 960,035 $ (601,286 ) $ 1,669,101 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended September 30, 2019 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 1,257 $ 61,520 $ 12,154 $ (1,780 ) $ 73,151 Total costs and expenses — (3,336 ) (64,596 ) (13,440 ) 1,780 (79,592 ) Other loss — — (129 ) — — (129 ) Net loss from equity investment in subsidiaries (42,652 ) (33,050 ) — . 75,702 — Interest expense — — (12,486 ) (279 ) — (12,765 ) Loss on debt extinguishment — — — — — — Loss on impairment of goodwill — — (24,206 ) (656 ) — (24,862 ) Income (loss) from continuing operations before income taxes (42,652 ) (35,129 ) (39,897 ) (2,221 ) 75,702 (44,197 ) Income tax benefit — — 1,545 — — 1,545 Net income (loss) $ (42,652 ) $ (35,129 ) $ (38,352 ) $ (2,221 ) $ 75,702 $ (42,652 ) Three Months Ended September 30, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 1,513 $ 61,254 $ 12,116 $ (1,698 ) 73,185 Total costs and expenses — (3,192 ) (68,979 ) (12,728 ) 1,698 (83,201 ) Other income — — 702 — — 702 Net loss from equity investment in subsidiaries (15,867 ) (13,280 ) — — 29,147 — Interest expense (1,358 ) (2,087 ) (3,935 ) (258 ) (7,638 ) Income (loss) from continuing operations before income taxes (17,225 ) (17,046 ) (10,958 ) (870 ) 29,147 (16,952 ) Income tax expense — — (273 ) — — (273 ) Net income (loss) $ (17,225 ) $ (17,046 ) $ (11,231 ) $ (870 ) $ 29,147 $ (17,225 ) Nine Months Ended September 30, 2019 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 4,260 $ 187,021 $ 36,354 $ (4,520 ) $ 223,115 Total costs and expenses — (11,894 ) (197,511 ) (40,793 ) 4,520 (245,678 ) Other loss — — (1,475 ) (2,083 ) — (3,558 ) Net loss from equity investment in subsidiaries (94,405 ) (74,333 ) — — 168,738 — Interest expense (4,241 ) (5,909 ) (24,311 ) (821 ) — (35,282 ) Loss on debt extinguishment (938 ) (1,441 ) (6,099 ) — — (8,478 ) Loss on impairment of goodwill — — (24,206 ) (656 ) — (24,862 ) Income (loss) from continuing operations before income taxes (99,584 ) (89,317 ) (66,581 ) (7,999 ) 168,738 (94,743 ) Income tax expense — — (4,841 ) — — (4,841 ) Net income (loss) $ (99,584 ) $ (89,317 ) $ (71,422 ) $ (7,999 ) $ 168,738 $ (99,584 ) Nine Months Ended September 30, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 4,563 $ 196,638 $ 38,390 $ (6,890 ) $ 232,701 Total costs and expenses — (10,278 ) (214,804 ) (41,289 ) 6,890 (259,481 ) Other loss — — (4,503 ) — — (4,503 ) Net loss from equity investment in subsidiaries (48,090 ) (40,382 ) — — 88,472 — Interest expense (4,075 ) (6,261 ) (11,755 ) (767 ) — (22,858 ) Income (loss) from continuing operations before income taxes (52,165 ) (52,358 ) (34,424 ) (3,666 ) 88,472 (54,141 ) Income tax benefit — — 1,976 — — 1,976 Net income (loss) $ (52,165 ) $ (52,358 ) $ (32,448 ) $ (3,666 ) $ 88,472 $ (52,165 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 2019 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash used in (provided by) operating activities $ — $ 212 $ (16,712 ) $ (105 ) $ (10,150 ) $ (26,755 ) Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — (188 ) (4,158 ) (147 ) — (4,493 ) Payments to affiliates (57,500 ) — — — 57,500 — Net cash used in investing activities (57,500 ) (188 ) (4,158 ) (147 ) 57,500 (4,493 ) Cash Flows From Financing Activities: Cash distributions — — — — — — Payments from affiliates — — 47,350 — (47,350 ) — Proceeds from issuance of redeemable convertible preferred units, net 57,500 — — — — 57,500 Net borrowings and repayments of debt — (24 ) 38,517 (148 ) — 38,345 Other financing activities — — (18,649 ) — — (18,649 ) Net cash provided by (used in) financing activities 57,500 (24 ) 67,218 (148 ) (47,350 ) 77,196 Net increase (decrease) in cash and cash equivalents and restricted cash — — 46,348 (400 ) — 45,948 Cash and cash equivalents and restricted cash— Beginning of period — — 16,298 1,849 — 18,147 Cash and cash equivalents and restricted cash— End of period $ — $ — $ 62,646 $ 1,449 $ — $ 64,095 Nine Months Ended September 30, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 363 $ 29,462 $ (78 ) $ (10,336 ) $ 19,411 Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — (363 ) (9,888 ) (626 ) — (10,877 ) Net cash used in investing activities — (363 ) (9,888 ) (626 ) — (10,877 ) Cash Flows From Financing Activities: Cash distributions — — — — — — Payments to affiliates — — (10,336 ) — 10,336 — Proceeds from issuance of redeemable convertible preferred units, net — — — — — — Net borrowings and repayments of debt — — (4,044 ) — — (4,044 ) Other financing activities — — (3,268 ) — — (3,268 ) Net cash (used in) provided by financing activities — — (17,648 ) — 10,336 (7,312 ) Net increase (decrease) in cash and cash equivalents and restricted cash — — 1,926 (704 ) — 1,222 Cash and cash equivalents and restricted cash—Beginning of period — — 4,216 2,605 — 6,821 Cash and cash equivalents and restricted cash—End of period $ — $ — $ 6,142 $ 1,901 $ — $ 8,043 | 16. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Partnership’s Senior Notes are guaranteed by StoneMor Operating LLC and its 100% owned subsidiaries, other than the co-issuer, as described below. The guarantees are full, unconditional, joint and several. The Partnership, or the "Parent," and its 100% owned subsidiary, Cornerstone Family Services of West Virginia Subsidiary Inc., are the co-issuers of the Senior Notes. The Partnership’s consolidated financial statements as of and for the years ended December 31, 2018 and 2017 include the accounts of cemeteries operated under long-term lease, operating or management agreements. For the purposes of this note, these entities are deemed non-guarantor subsidiaries, as they are not 100% owned by the Partnership. The Partnership’s consolidated financial statements also contain merchandise and perpetual care trusts that are also non-guarantor subsidiaries for the purposes of this note. The financial information presented below reflects the Partnership’s standalone accounts, the combined accounts of the subsidiary co-issuer, the combined accounts of the guarantor subsidiaries, the combined accounts of the non-guarantor subsidiaries, the consolidating adjustments and eliminations and the Partnership’s consolidated accounts as of and for the years ended December 31, 2018 and 2017 For the purpose of the following financial information, the Partnership’s investments in its subsidiaries and the guarantor subsidiaries’ investments in their respective subsidiaries are presented in accordance with the equity method of accounting (in thousands): CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ — $ 16,298 $ 1,849 $ — $ 18,147 Assets held for sale — — 757 — — 757 Other current assets — 3,718 64,167 11,527 — 79,412 Total current assets — 3,718 81,222 13,376 - 98,316 Long-term accounts receivable — 3,118 71,708 12,322 — 87,148 Cemetery and funeral home property and equipment — 806 409,201 33,550 — 443,557 Merchandise trusts — — — 488,248 — 488,248 Perpetual care trusts — — — 330,562 — 330,562 Deferred selling and obtaining costs — 5,511 88,705 18,444 — 112,660 Goodwill and intangible assets — — 25,676 60,607 — 86,283 Other assets — — 19,403 2,924 — 22,327 Investments in and amounts due from affiliates eliminated upon consolidation 61,875 (586 ) 539,997 — (601,286 ) - Total assets $ 61,875 $ 12,567 $ 1,235,912 $ 960,033 $ (601,286 ) $ 1,669,101 Liabilities and Partners’ Capital Current liabilities $ — $ 184 $ 60,216 $ 1,400 $ — $ 61,800 Long-term debt, net of deferred financing costs 68,453 105,160 146,635 — — 320,248 Deferred revenues — 32,147 770,337 111,802 — 914,286 Perpetual care trust corpus — — — 330,562 — 330,562 Other long-term liabilities — — 33,553 15,230 — 48,783 Due to affiliates — — 173,613 543,543 (717,156 ) - Total liabilities 68,453 137,491 1,184,354 1,002,537 (717,156 ) 1,675,679 Partners’ capital (6,578 ) (124,924 ) 51,556 (42,502 ) 115,870 (6,578 ) Total liabilities and partners’ capital $ 61,875 $ 12,567 $ 1,235,910 $ 960,035 $ (601,286 ) $ 1,669,101 CONDENSED CONSOLIDATING BALANCE SHEETS (continued) December 31, 2017 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ — $ — $ 4,216 $ 2,605 $ — $ 6,821 Assets held for sale — — 1,016 — — 1,016 Other current assets — 3,882 83,901 17,366 — 105,149 Total current assets — 3,882 89,133 19,971 — 112,986 Long-term accounts receivable — 2,179 89,275 14,481 — 105,935 Cemetery and funeral home property and equipment — 738 411,936 34,820 — 447,494 Merchandise trusts — — — 515,456 — 515,456 Perpetual care trusts — — — 339,928 — 339,928 Deferred selling and obtaining costs — 6,171 98,639 21,588 — 126,398 Goodwill and intangible assets — — 26,347 61,759 — 88,106 Other assets — — 16,995 2,784 — 19,779 Investments in and amounts due from affiliates eliminated upon consolidation 159,946 82,836 556,783 — (799,565 ) - Total assets $ 159,946 $ 95,806 $ 1,289,108 $ 1,010,787 $ (799,565 ) $ 1,756,082 Liabilities and Partners’ Capital Current liabilities $ — $ 72 $ 44,380 $ 1,354 $ — $ 45,806 Long-term debt, net of deferred financing costs 68,250 104,848 144,595 — — 317,693 Deferred revenues — 33,469 773,516 105,641 — 912,626 Perpetual care trust corpus — — — 339,928 — 339,928 Other long-term liabilities — — 34,149 14,184 — 48,333 Due to affiliates — — 173,098 576,025 (749,123 ) - Total liabilities 68,250 138,389 1,169,738 1,037,132 (749,123 ) 1,664,386 Partners’ capital 91,696 (42,583 ) 119,370 (26,345 ) (50,442 ) 91,696 Total liabilities and partners’ capital $ 159,946 $ 95,806 $ 1,289,108 $ 1,010,787 $ (799,565 ) $ 1,756,082 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 6,382 $ 266,550 $ 52,271 $ (9,077 ) $ 316,126 Total costs and expenses — (13,666 ) (285,578 ) (58,349 ) 9,077 (348,516 ) Other loss — (445 ) (9,510 ) (1,549 ) — (11,504 ) Net loss from equity investment in subsidiaries (63,084 ) (54,573 ) — — 117,657 — Interest expense (5,434 ) (8,348 ) (15,787 ) (1,033 ) — (30,602 ) Income (loss) from continuing operations before income taxes (68,518 ) (70,650 ) (44,325 ) (8,660 ) 117,657 (74,496 ) Income tax benefit — — 1,797 — — 1,797 Net income (loss) $ (68,518 ) $ (70,650 ) $ (42,528 ) $ (8,660 ) $ 117,657 $ (72,699 ) Year Ended December 31, 2017 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Total revenues $ — $ 7,788 $ 279,399 $ 58,981 $ (7,941 ) $ 338,227 Total costs and expenses — (12,306 ) (290,850 ) (53,685 ) 7,941 (348,900 ) Other loss — — (46,761 ) — — (46,761 ) Net loss from equity investment in subsidiaries (69,724 ) (71,281 ) — — 141,005 — Interest expense (5,434 ) (8,348 ) (12,623 ) (940 ) — (27,345 ) Income (loss) from continuing operations before income taxes (75,158 ) (84,147 ) (70,835 ) 4,356 141,005 (84,779 ) Income tax benefit — — 9,621 — — 9,621 Net income (loss) $ (75,158 ) $ (84,147 ) $ (61,214 ) $ 4,356 $ 141,005 $ (75,158 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2018 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ — $ 370 $ 39,943 $ (73 ) $ (13,783 ) $ 26,457 Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — (370 ) (11,510 ) (683 ) — (12,563 ) Net cash used in investing activities — (370 ) (11,510 ) (683 ) — (12,563 ) Cash Flows From Financing Activities: Cash distributions — — — — — — Payments to affiliates — — (13,782 ) — 13,782 — Net borrowings and repayments of debt — — 1,387 — — 1,387 Other financing activities — — (3,955 ) — — (3,955 ) Net cash used in financing activities - — (16,350 ) — 13,782 (2,568 ) Net decrease in cash and cash equivalents — — 12,082 (756 ) — 11,326 Cash and cash equivalents—Beginning of period — — 4,216 2,605 — 6,821 Cash and cash equivalents—End of period $ — $ — $ 16,298 $ 1,849 $ — $ 18,147 Year Ended December 31, 2017 Parent Subsidiary Issuer Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ 24,545 $ 103 $ 28,488 $ 167 $ (38,327 ) $ 14,976 Cash Flows From Investing Activities: Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales — (103 ) (7,831 ) (987 ) — (8,921 ) Net cash used in investing activities — (103 ) (7,831 ) (987 ) — (8,921 ) Cash Flows From Financing Activities: Cash distributions (24,545 ) — — — — (24,545 ) Payments to affiliates — — (38,327 ) — 38,327 — Net borrowings and repayments of debt — — 14,341 — — 14,341 Other financing activities — — (1,600 ) — — (1,600 ) Net cash used in financing activities (24,545 ) — (25,586 ) — 38,327 (11,804 ) Net decrease in cash and cash equivalents — — (4,929 ) (820 ) — (5,749 ) Cash and cash equivalents—Beginning of period — — 9,145 3,425 — 12,570 Cash and cash equivalents—End of period $ — $ — $ 4,216 $ 2,605 $ — $ 6,821 |